annu al reportmr. suresh chandra bala head of plant mr. md. abdur rahman head of engineering mr....

116
ANNUAL REPORT 2018-2019 S Q U A R E T E X T I L E S L I M I T E D

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Page 1: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and

ANNUAL REPORT 2 0 1 8 - 2 0 1 9

SQUARE TEXTILES LIMITED

Standalone

At a Glance P e r f o r m a n c e 2 0 1 8 - 2 0 1 9 Square Tex

SALES 3972

BDT 889624 million

GROSS PROFIT 4167 BDT 95135 million

NET PROFIT 1909 BDT 34646 million

EPS 1973 BDT 176

DIVIDEND PAYOUT 500 BDT 39450 million

NAV 3413 BDT 722442 million CONTRIBUTION TO NATIONAL EXCHEQUER 696 BDT 6694 million

Annual Report 2018-2019

24th AGM Notice - 05 The Founder - 06 Board of Directors - 07 Management Apparatus - 08 Corporate Sustainability - 10 Chairmanrsquos Message - 11 Corporate Achievement - 12 Report from the MD - 13 5 Years Operational Results- 14 Corporate Governance - 15 Statement of Value added - 20 Directorsrsquo Report (English) - 21 Management Discussion - 28 Audit Committee Report - 32 Status of Compliance - 36 Directorsrsquo Report (Bangla) - 42 Auditorsrsquo Report - 48 Financial Report Consolidated - 54 Standalone - 74 Subsidiary - 96

Memory of AGM 2018 - 110 Proxy Form - 111 Corporate Compliance - 113

Square Texti les Ltd

Contents

W E S T R I V E F O R

We in SQUARE strive above all for top quality products at the least cost reaching the lowest rungs of the economic class of people in the country We value our social obligations

We owe our shareholders and strive for protection of their capital as well as ensure highest return and growth of their assets

We strive for best compensation to all the employees who constitute the back bone of the management and operational strength of the company through a pay - package composing salarywages allowances bonuses profit participation leave salary and superannuation amp retirement benefits and other emergency grants amp gratis

We strive for the best co-operation of the creditors amp debtors the banks amp financial institutions who provide financial support when we need them the suppliers of raw materials amp supplies who offer them at the best prices at the opportune moments the providers of utilities - power gas amp water etc and the customers who buy our products amp services by redeeming their claim in time by making prompt payment and by distributing proper product on due dates

We strive for fulfillment of our responsibility to the Government through payment of entire range of due taxes duties and claims to various public agencies like municipalities etc

We strive as responsible citizen for a social order devoid of malpractices anti-environmental behaviors unethical and immoral activities and corruptive dealings

We keep away from any discriminatory practices between sexes races religions colors or political beliefs

We strive for practicing good governance in every sphere of activities covering inter alia not being limited to disclosure amp reporting to shareholders holding AGM in time distribution of dividends and other benefits to shareholders reporting dissemination of price sensitive information acquisition of shares by insiders recruitment amp promotion of staff procurement amp supplies sale of assets etc All that directly and indirectly affect the interest of concerned groups- the shareholders the creditors suppliers employees government and the society in general

S q u a r e T e x

STxL Annual Report 2018-20192

T R A N S M I T T A L

L E T T E R

To The Members Bangladesh Securities and Exchange Commission Registrar of Joint Stock Companies amp Firms Dhaka Stock Exchange Ltd Chittagong Stock Exchange Ltd Annual Report for the year ended June 30 2019 Dear Sir(s) We are pleased to enclose a copy of Annual Report containing Directorsrsquo Report Auditorsrsquo Report alongwith the Audited Financial Statements comprising Statement of Financial Position as at June 30 2019 Statement of Profit or Loss and other Comprehensive Income Changes in Equity and Cash Flows for the year ended June 30 2019 along with notes thereon and all related Consolidated and Subsidiaries Financial Statements for your information and records Yours sincerely Sanjib Baran Roy Company Secretary Dated 27 November 2019

STxLAnnual Report 2018-2019 3

S q ua r e Te x t i l e s L t d

Vision amp Mission

Our conception of business germinated from our vision which sees it as a means to the well-being of the investors stakeholders employees and members of the society at large by creating new wealth in the form of goods and services that go to satisfy the wants of all of them without disturbing or damaging the socio-ecological-economic balance of the Mother Earth and the process of human civilization leading to peaceful co-existence of all the living beings

V I S I O N

Our mission is the polestar of our vision for maximization of production of quality products and services strictly on ethical and moral standards at minimum costs to the society ensuring optimum benefits to the consumers the shareholders and other stakeholders

M I S S I O N

To strive hard to optimize profit

through conduction of transparent business operations within the legal amp Social framework with malice to none and justice for all in respective of gender disparity caste creed or religion or region

To Increase productivity To create more jobs with minimum

investments To be competitive in the internal as

well as external markets To maximize export earning with

minimum imported in-puts To reduce the income gap between

top amp bottom categories of employees

To promote corporate social responsibilities (CSR) amongst all

O B J E C T I V E

Our vision is the polestar to our mission that fulfils our objectives with emphasis on the quality of product process and services blended with good governance that help build the image of the most venerable corporate citizenship at home and abroad

C O R P O R A T E F O C U S

STxL Annual Report 2018-20194

N O T I C E

2 4 T H A G M

Notice is hereby given that the 24th Annual General Meeting of the Members of Square Textiles Ltd will be held on Thursday the 12th December 2019 at 1100 am at the Samson H Chowdhury Centre Dhaka Club Limited Ramna Dhaka to transact the following business

Agenda-1 To receive consider and adopt the Audited Financial Statement for the year ended 30th June 2019 together with the reports of the Directorsrsquo and the Auditorsrsquo thereon

Agenda-2 To declare dividend for the year ended 30th June 2019

Agenda-3 To elect Directors in terms of the relevant provision of Articles of Association

Agenda-4 To appoint Statutory Auditors for the year 2019-2020 and to fix their remuneration

Agenda-5 To appoint Compliance Auditors for the year 2019-2020 and to fix their remuneration

Agenda-6 To approve appointment of the Independent Director

By order of the Board

Sanjib Baran Roy Company Secretary Dated 27 November 2019 Notes

i) The proxy form must be affixed with requisite revenue stamp and be deposited at the Registered Office of the Company not less than 48 hours before the time fixed for the meeting

ii) Members are requested to submit to the Companyrsquos Share Office on or before 11th December 2019 their written option to receive dividend In case of non-submission of such option with the stipulated time the dividend will be paid off as deemed appropriate by the Company

iii) The Annual Report is available in the Companyrsquos web site at wwwtextilesquaregroupcom

STxLAnnual Report 2018-2019 5

Mr Samuel S Chowdhury

Mrs Ratna Patra

Mr Tapan Chowdhury

Mr Anjan Chowdhury Mrs Anita Chowdhury

Mrs Nihad Kabir Mr S M Rezaur Rahman

THE DIRECTORS Chairman

Mr Samuel S Chowdhury

Vice Chairman Mrs Ratna Patra Managing Director Mr Tapan Chowdhury Director Mr Anjan Chowdhury Director Mr Kazi Iqbal Harun Independent Director Mr Syed Afzal Hasan Uddin Independent Director Mr S M Rezaur Rahman

BOARD OF DIRECTORS Chairman Mr Tapan Chowdhury Vice Chairman Mrs Ratna Patra Managing Director Mr Samuel S Chowdhury Director Mrs Anita Chowdhury Director Mr Anjan Chowdhury Independent Director Mrs Nihad Kabir Independent Director Mr S M Rezaur Rahman

STxLAnnual Report 2018-2019 7

S q u a r e T e x ti l e s L t d

Management Committee

Mr Samuel S Chowdhury Chairman Managing Director Mr Anjan Chowdhury Member Director Mr Md Kabir Reza Member Head of Accounts ampFinance Mr Md Alamgir Hossain Member Head of Operations

Audit Committee

Mrs Nihad Kabir Chairman Independent Director Mrs Ratna Patra Member Director Mr Anjan Chowdhury Member Director Mr Sanjib Baran Roy Secretary Company Secretary

Nomination and Remuneration Committee

Mrs Nihad Kabir Chairman Independent Director Mrs Ratna Patra Member Director Mr Anjan Chowdhury Member Director Mr Sanjib Baran Roy Secretary Company Secretary

CFO Company Secretary and HIAC

Mr M Habibur Rahman FCMA Mr Sanjib Baran Roy ACS Mr Mozibur Rahman FCA

Ms Ahmed Zaker amp Co Chartered Accountants Green City Edge 10th Floor 89 Kakrail Dhaka

Statutory Auditors

M ANA GEM ENT A PPAR AT US

Ms Chowdhury Bhattacharjee amp Co Chartered Accountants 478 Indira Road Ground Floor Dhaka

Compliance Auditors

STxL Annual Report 2018-20198

Operational Head

Mr Md Alamgir Hossain Head of Operations Mr Anjan Kumar Paul Head of HR amp Admin Mr Suresh Chandra Bala Head of Plant Mr Md Abdur Rahman Head of Engineering Mr Avijit Kumar Biswas Head of Procurement Mr Mozibur Rahman Head of Internal Audit and Compliance Mr Md Shahid Raihan Head of Quality Assurance Mr Shah Mohammad Faisal Head of Sales amp Marketing

Bankers

Standard Chartered Bank HSBC Ltd Prime Bank Ltd Bank Alfalah Ltd The City Bank Ltd Commercial Bank of Ceylon PLC

Insurers

Pioneer Insurance Co Ltd Pragati Insurance Co Ltd

CORPORAT E IN FORMATI O N

Listing

Dhaka Stock Exchange Ltd Chittagong Stock Exchange Ltd

Subsidiary Company

Square Texcom Ltd

Registered Office

Square Centre 48 Mohakhali CA Dhaka 1212 Bangladesh

Factory

1 Sardaganj Kashimpur Gazipur Bangladesh

2 Olipur Hobigonj Bangladesh

Phone Email amp Web

880-2-8833047-56 880-2-9859007

cssquaregroupcom textilesquaregroupcom

Mr Rokanuddin Mahmud Bar-at-Law Walsow Tower 21-23 Kazi Nazrul Islam Avenue Dhaka

Legal Advisor

Ms Nazia Kabir Bar-at-Law Concord Ovilash 1st floor House-62 Road-11A Dhanmondi Dhaka

Square Text i les Ltd

STxLAnnual Report 2018-2019 9

STxL Annual Report 2018-201910

C O R P O R A T E S U S T A I N A B I L I T Y

At Square Textiles Ltd ldquoCorporate Sustainabilityrdquo is embedded within the principles and values of the company Through successful ldquotriple bottom linerdquo performance focusing on social environmental and financial factors the company is able to generate increased earnings reduce material usage energy expenditures and wastes and increase social contribution The focus on Sustainability has contributed to long-term success for the company over the years

State of the art Facility

We focus on continuous efforts to introduce innovative means of production that allows for optimum utilization of materials and energy Our state of the art production facility is equipped with upgraded technologies and machineries that are energy efficient as well environmental friendly In 2018 we have introduced PCW plant (fabric crushing) We are the pioneer in introducing this technology in Bangladesh

Ready Recycling Facility

The manufacturing facility is fitted to contain dust and waste discharge to the environment On a daily basis 4 (four) out of 6 (six) tons of waste materials on average are recycled Hard wastes are crushed and reused as raw materials in production Our PCW plant processes garment wastages into fibers There are no chemical applications in our manufacturing process and hence there are no environmental damage as a result of any spillovers or emissions of harmful gas

Minimizing Occupational Hazards

We follow stringent safety measures and regularly monitor and review occupational health and safety procedures We ensure that our factory workers always follow the safety protocols necessary to ensure a hazard free working environment and uninterrupted operations In regards to such health and safety issue proper training and awareness are provided to all production employees

Creating Product Diversity

We believe in ldquoProduct Diversityrdquo as a means of economic sustainability The company has about 40 percent product diversification within our total product port-folio

This Product Diversity has led to enhancement of the companyrsquos brand image increased profit-ability and risk mitigation

Overall our emphasis on Corporate Sustain-ability has led us to create a blend of strate-gies where financial amp non-financial aspects are perfectly integrated within the good governance and mana-gement practices of the company as well as engage all stakeholders in an open platform where financial social and environmental issues are shared and communicated All these have translated to positive outcomes that is beneficial to all parties within the value chain

S q u a r e T e x

STxLAnnual Report 2018-2019 11

M ES S AG E F R O M T H E C H A I R M A N

Dear Shareholders Colleagues Ladies and Gentleman

I deem it a great pleasure to welcome you all on behalf of the Board of Directors to this 24th AGM and thank you for taking troubles to attend the Meeting I hope you all have received your copies of the Annual Report for the year ended 30 June 2019 and studied with interest for providing us your valuable commentssuggestions for our future guidance

While on the subject I would recall the mechanism which was adopted by our Late Founder Chairman after legalprofessional struggles with the then Securities and Exchange Commission for offering a part of Shareholdings of Square Pharmaceuticals Ltd in Square Textiles Ltd as free ldquoSpecie Dividendrdquo Without this outstanding mechanism Square Textiles Ltd would not have the opportunity of getting listed as a Public Limited Company As I understand no such company has succeeded to adopt this mechanism for the benefit of the Shareholders and the Capital Market

As you will examine the Annual Reports amp the Financial Statements you will note with satisfaction that the Companyrsquos operations during 2018-2019 had increased with satisfactory outcome despite various fiscal financial odds prevailing in the industrial countries involving International Trade We hope as the global situation stabilizes our operations and exports would seize the niche opportunities by expanding export destinations in new areas of the Government of Bangladesh offers appropriate incentives in due course of time We await and hope our Textile Products will lead us in the World Market in not too a distant time

With best wishes for all

Tapan Chowdhury Chairman

STxL Annual Report 2018-201912

CORPORA T E A CHI EVEM ENT S qua r e Te x t i l e s L t d

2008 Awarded Cotton made in Africa (CmiA) Certificate

2009 Awarded USTERIZED Certificate

2010 Received HSBC Export Excellence Award

2011 Authorized Capital BDT 3000 million

2015 Won ICSB National Award Gold for Corporate Governance Excellence

2007 Awarded Global Organic Textiles

Standard (GOTS) Certificate

2003 Awarded SUPIMA

license

2002 Listing with

Dhaka Stock Exchange Ltd Chittagong Stock Exchange Ltd

Awarded CottonUSA

Certificate

1994 Year of Establishment

(Incorporated as a Public Limited Company)

1997 Year of Operation

2000 Awarded Oeko-Tex

Standard 100 Certificate

Awarded ISO-90012008 Certificate

2012

Awarded AA rating in the long term and ST-2 in short term by CRISL

2017 Awarded as Best Taxpayer Textiles Sector Awarded AA rating in the long term and ST-1 in short term by CRISL

2018 Won Export Trophy Gold

Dear Respected Shareholders Ladies and Gentleman I am pleased to welcome you to the 24th AGM on behalf of the Board of Directors of the Company and present herewith the Annual Report along with Audited Statutory and Regulatory Reports pertaining to the Financial Year 2018-19 and seek your commentssuggestions for our future guidance

As you review the operating performance you will note that the Companyrsquos Turnover Gross Profit Net Profit (AT) etc shows remarkable growth over the previous year This had been possible due to operation of new project at Habiganj merger of Square Yarns Ltd as well as wiser inventory management reduction in process cost reduction of wastages disciplinary labour management etc A reduced rate of increase in Administrative expenses also have had an increasing effect on profit from operations

However due to increase in Finance Cost by about 195 times the rate of increase in Net Profit (BT) increased by a lower rate The Bank Borrowing had increased due financing of expansion program of the company which would when in full production be paid-off from increased earnings

I hope the Shareholders and Stakeholders will continue to have their trust in the Board of Directors Management in the future as was in the past and encourage us to improve our results

With best wishes

Samuel S Chowdhury Managing Director

REPORT FROM THE MANAGING DIRECTOR

STxLAnnual Report 2018-2019 13

Figures in lsquo000

CORPORATE OPERATIONAL RESULTS

Particulars 2018-19 2017-18 2016-17 2015-16 2014

Turnover (Net) 8896244 6367125 5020425 4998758 5115828

Gross Profit 951351 671530 525634 787050 868716

Net Profit (Before Tax) 435911 348045 297592 573967 644992

Net Profit (After Tax) 346462 290914 252494

486236 541191

Shareholdersrsquo Equity 7224422 5386034 5452946 5607074 5158723

Total Assets 12954548 9425480 7511325 6695189 6265137

Total Current Assets 6396837 4430793 3618295 3547893 3903436

Total Current Liabilities 5494425 3910867 1948729 965544 993110

Current Ratio 116 113 186 367 393 Shares Outstanding 197252000 187859048 178913379 162648527 147862298

Face Value per Share 1000 1000 1000 1000 1000

Dividend (Cash) 20 20 20 25 20

Dividend (Stock) - 5 5 10 10

Net Asset Value Per Share (NAV) 3663 2731 2764 2843 2615 Net Operating Cash Flow per Share -348 -148 070 331 422

EPS-Earning per Share (STxL) 176 147 128 247 274 EPS-Earning per Share (Consolidated) 218 232 209 376 408 EPS on Share Issued for Cash 1375 1155 1002 1930 2148 Quoted Price per Share - DSE 4570 5070 6770 7080 9100

Quoted Price per Share - CSE 4580 5120

6840 7170 9090

Price Earnings Ratio-DSE (Time) 2597 3271 4801 2602 2486

Price Earnings Ratio-CSE (Time) 2602 3303 4851 2636 2484

Market Capitalization-DSE (in billion) 901 952 1211 1151 1345

Market Capitalization-CSE (in billion) 903 962 1223 1166 1344 Shareholders 2018-19 2017-18 2016-17 2015-16 2014

SponsorsDirectors 7 7 8 8 9

Financial amp other Institution 238 219 229 226 225

Foreign Investors 5 7 11 13 12

General Public 17194 17708 18626 20931 26155

Total - 17444 17941 18874 21178 26401

Employees 2018-19 2017-18 2016-17 2015-16 2014

Executives 178 162 145 138 179

Non Executives 130 117 71 67 264

Workers 3657 2152 2211 1893 1649

Total - 3965 2431 2427 2098 2092

Standalone

34436098

STxL Annual Report 2018-201914

Corporate Governance is a discipline by which a company is controlled and directed Governance is the path to identify and ensure the ethics rights and responsibilities among different participants in the Company Good Corporate Governance is key to its successful sustenance Our Corporate Governance is as follows

Board of Di rectors

In line with the concept of good corporate management practice and the provisions of Articles of Association The Board of Directors The Top Management tier is responsible for overall control and supervision of the entire affairs of the Company primarily through strategic planning amp budgetary control mechanisms To this end The Board of Directors hold periodic meetings to resolve issues of policies and strategies recording the minutes decisions for implementation by the Executive Management During the year under review the board held 8 (eight) meetings to transact various agenda

The present members of the Board of Directors are as follows

Mr Tapan Chowdhury - Chairman Mrs Ratna Patra - Vice Chairman Mr Samuel S Chowdhury - Managing Director Mrs Anita Chowdhury - Director Mr Anjan Chowdhury - Director Mrs Nihad Kabir - Independent Director Mr SM Rezaur Rahman - Independent Director

The Board of Directors is reconstituted every year by the shareholders through retirement re-election election of one- third of its members

Members of the Board of Directors often travel abroad to bring into focus the Companys image and acquire technological gains

Top Management inauguratesparticipates in seminars training courses conferences and various cultural activities of the employees and workers which instill in them a sense of belongingness Separate Role of the Chairman and Managing Director

The positions of Chairman and Managing Director are held separate persons

Mr Tapan Chowdhury is the Chairman of the Company and responsible for the functions of the Board while Mr Samuel S Chowdhury is the Managing Director serves as the Chief Executive Officer of the Company

Independent Director

In compliance of the BSEC Regulations on Good Governance the Board of Directors as empowered by the Regulations appointed ① Mrs Nihad Kabir Barrister-at-Law is an Advocate of Supreme Court of Bangladesh legal advisor of several leading national multinational and foreign organizations and senior partner of the Syed Ishtiaq Ahmed amp Associates a firm of legal consultants and practitioners in Bangladesh and ② Mr S M Rezaur Rahman capital market consultant and Director of United Corporate Advisory Services Ltd a firm of financial amp investment advisory and post issue management of initial public offer of securities amp other related jobs in Bangladesh as the non-shareholding Independent Director of Square Textiles

with an expectation that their expertise would help contribute to the further disclosure and protect the interest of the stakeholders investors in general and smaller investors in particular

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 15

STxL Annual Report 2018-201916

Role amp Responsibi l i t ies of the Board of Di rectors

The main role of the Board of Directors which is the highest level of authority is to provide general superintendence oversee the operations and control the affairs of the company through appropriate delegation and accountability processes via the lines of command

However the Board of Directors hold the ultimate responsibility amp accountability with due diligence for conducting the activities of the company as per provisions of law in the interest of the shareholders the stake- holders the state and the society

The Board of Directors in fulfillment of its responsibility hold periodic meetings at least once a quarter and provide appropriate decisionsdirections to the Executive Management Such meetings usually consider operational performance financial results review of budgets capital expenditure proposals for BMRE or new projectsdivisionsproduct lines procure-ment of funds by issue of shares or borrowing procurement of raw materials plant amp machinery pricing of products discounts recruitment training and promotion of officers approval of annual financial statement appropriation of profit and recommendation of dividends and other interest of the stakeholders including the employees and workers

The Board of Directors take special care in designing and articulating productivity and compensation plans of employees and workers and rewarding them appropriately on the basis of quality and quantity of performance as an incentive

The Board also remains responsible for removal of operational hazards to life and health of workers friendly environmental work condition and social relationship as demanded of good citizen in a country Chief F inancia l Off icer Company Secretary and Head of Internal Audit and Compliance The Company has appointed Mr M Habibur Rahman FCMA as Chief Financial Officer Mr Sanjib Baran Roy ACS as Company Secretary and Mr Mozibur Rahman FCA as Head of Internal Audit and Compliance as per require-ment of Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission

Audit Committee of Board

The Board of Directors has constituted an Audit Committee of the Board consisting of three Non-Executive Directors namely Mrs Nihad Kabir Independent Director Mrs Ratna Patra Vice Chairman and Anjan Chowdhury Director The Independent Director is the Chairman of the Committee

The Audit Committee carries out its responsibilities as per the provisions of law and submits its report to the Board of Directors from time to time The Audit Committee shall also co-ordinate with the internal and external auditors as and when required The Audit Committee ensures that adequate internal checks amp balances supported by adequate MIS are in place for detection of errors frauds and other deficiencies

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 17

The other responsibilities include inter alia not being limited to the prevention of conflict of interest between the company and its Directors officials customers suppliers government and any other interest groups and detect or remove any scope of insider trading in the companys stock The Audit Committee also ensures compliance of requirements of BSEC and other agencies

Nomination and Remunerat ion Committee of Board

The Board of Directors formed a Nomination and Remuneration Committee of the Board comprising of three Non-Executive Directors namely Mrs Nihad Kabir Independent Director Mrs Ratna Patra Vice Chairman and Anjan Chowdhury Director

The Independent Director is the Chairman of the Committee

The terms of reference of the Nomination amp Remuneration Committee inter alia include to determine the Companyrsquos policy on specific remuneration packages for executive directors to review recommend andor approve remuneration to whole-time Directors to review and approve the Remuneration Policy of the Company to formulate criteria for evaluation of Independent Directors and the Board to devise a policy on Board Diversity to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board the appointment or removal of such persons and to discharge such other functions and exercise such other powers as may be delegated directed by the Board of Directors from time to time

Executive Management

The Managing Director the CEO is the head of the Executive Management Team which comprises senior executive members of the Company Within the limits of delegated authority and responsibility by the Board of Directors Executive Management operates through further delegation of authority at every echelon of the line management

The Executive Management operates within the frame work of policy amp Planning strategies set by the Top Management with periodic performance reporting for guidance The Executive Management is responsible for preparation of segment planssub-segment plans for every profit centers with budgetary targets for every items of goods amp services and are held accountable for deficiencies with appreciation for outstanding and exceptional performances These operations are continuously carried out by the Executive Management through series of Committees Sub-Committees Adhoc Committees amp Standing Committees assisting the line management

Legal Advisers

In order to avail the best legal services for Good Corporate Governance the company has empaneled top ranking legal professionals namely Mr Rokonuddin Mahmud Bar-at-Law and Ms Nazia Kabir Bar-at-Law They have had long term fundamental support to the companys Good Governance efforts

Shareholdersrsquo Relat ionship

Corporate Governance issues include how major policy decisions are made in business corporations how various stakeholders can influence the process who is held accountable for performance and what performance

CORPORATE GOVERNANCE

standards are applied In a nutshell power and influence are crucial in corporate governance As shareholders belong to the most important stakeholders ownership structure has an impact on the balance of power among shareholders Though sponsors usually hold majority shares required for ordinary resolutions public shareholders have a definite role and influence in the passing of special resolutions required for changes in the business object sale of businessproductive assets merger and amalgamation winding up or dissolution and amendments to Memorandum and Articles of Association for protection of minority interest up to 499 of the shareholdings

The position of shareholders as on 30th June 2019 indicates that the sponsors of the company do not hold the required shareholdings (75) for passing special resolutions This allows the public shareholders (individuals amp institutions) to play an effective role in protecting their legal corporate rights

The Company holds regularly as per law the Annual General Meeting (Shareholders Meeting) with adequate Notice and Disclosures in the Directors Report and the Auditors Report on AccountsNotes and Resolutions are passed with consensus and unanimity All reasonable and practicable suggestions are implemented with good grace

All enquiries are attended by the Company Secretary where necessary Internal Audit

Committee investigates matters of signifi-cant merit for consideration by the Management CommitteeManaging DirectorAudit Committee of BoardBoard of Directors as the case may be

The Shareholders as owners are provided with material information on the Companys operation quarterly and annually They are also provided routine services by the Company Secretary in any company matters which is permissible The Board is however responsible to the Shareholders as well as investors for publication of price sensitive information as per regulations of Bangladesh Securities and Exchange Commission A qualified Chartered Secretary is in charge for all these responsibilities as Company Secretary The Company has also a web site to provide permissible information noticesprice sensitive informationfinancial reportsdisclosures and others for the Shareholders and interested investors

Financia l Auditors

The role of the financial auditors in certification of the financial statement is the most significant aspect of Corporate Governance and protection of interest of the investors As evident from the Annual Reports the company rigidly follows the Companies Act Rules of Bangladesh Securities and Exchange Commission listing regulation code of International Financial Reporting Standards (IFRS) International Accounting Standards (IAS) and International Standard of Auditing (ISA) with legally required disclosures of Accounts and Financial Statements

CORPORATE GOVERNANCE

STxL Annual Report 2018-201918

All this has been possible due to the high level capability and integrity of Ms Ahmed Zaker amp Co Chartered Accountants whose unchallenging performance has played a very trustworthy role in the protection of interest of the investors

Compl iance Auditors

The compliance auditors is responsible in certification on compliance of conditions of Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission as well as the provisions of relevant Bangladesh Secretarial Standards of Institute of Chartered Secretaries of Bangladesh Ms Chowdhury Bhattacharjee amp Co Chartered Accountants is the compliance auditors of Square Textiles Ltd appointed by its shareholders in general meeting

D ividend Pol icy

The Management is committed to show a stable policy of distribution of dividend of the accretional wealth (profits) between the current and the future generation of shareholders This would enable the company to enhance its capital wealth and sustain for perpetuity of existence benefiting both the present cohorts and the progeny

Segment Report

The companys operations are carried out on an aggregate basis and are managed as a single operating segment Accordingly the company operates in one segment of developing manufacturing and marketing of cottonyarn for human as well as industrial use

Risk Perception

The Company Management perceives investment risk within the national and international economic perspectives in relation to legal and moral requirements involving inter alia intellectual property right scientific invention WTO Regulation MFA etc and monetary and fiscal investment policies and has prepared its production amp marketing strategies to meet the challenges from these risks

Secretar ia l Standard

Square try their best maintaining of the Secretarial Standard on meetings of the Board of Directors Members (shareholders) Minutes and Dividend issued by the Institute of Chartered Secretaries of Bangladesh

Compl iances

Square has an established procedures to ensure compliance with all applicable statutory and regulatory requirements Respective officers are responsible for ensuring proper compliance with applicable laws and regulations

296

407357 375 394

2014 2015-16 2016-17 2017-18 2018-19

Dividend Payout (Cash) (in million)

18 months

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 19

STATEMENT OF VALUE ADDED For the year ended 30 June 2019

2018-2019

2017-2018

Source of Fund Net Turnover Less Bought in Materials amp Services Add Other Income

8896244091

(7284834794) 14014592

6367124698

(5158927862) 7350278

Value Added 1625423889 1215547114

Applied in the following Ways

Employees Salaries Wages Gratuity and Other benefits Contribution to workers profit participation amp welfare fund

826114579

804319048 21795531

612613848

595211619 17402229

Government Corporate Tax Other Government Dues

66948261

43637491 23310770

71950230

57130653 14819577

Provider of Capital

Dividend

394504000 394504000

469647616 469647616

Retained by the Company

Depreciation Retain Earning

337857049

385899069 (48042020)

61335420

240069108 (178733688)

1625423889 1215547114

6134

46965

7195

61261

33786

39450

6695

82611

2 0 18-19 2 0 17-18

Em pl oye e s

G ove r nme nt

P r ov i de r of Ca p i t a l

Re t a i ne d b y t he C ompa ny

Sq

ua

re

Te

x

GRAPHICAL VIEW

Standalone

In terms of provisions of Section 184 of the Companies Act 1994 Rule 12 (and the schedule there under) of the Bangladesh Securities and Exchange Rules 1987 BSEC Notification on CGC dated 3rd June 2018 and IASndash1 (International Accounting Standardsndash1) codes as adopted by The Institute of Chartered Accountants of Bangladesh (ICAB) it is the pleasure of the Board of Directors to submit its Report to the Members of the Company for the year ended 30 June 2019 in the following paragraphs TEXTILES SECTOR

The Textile and Clothing Sector is the largest manufacturing industry in Bangladesh and plays a significant role in the growth of economy contributes more than 13 in GDP 40 industrial value addition comes from the textile sector generation of about 55 lac of the countryrsquos industrial employment where 80 are female 150 lakh of peoples in support industries depend on this trade and over 86 of the export earnings Spinning Sector is a significant part as backward linkage of textile and clothing value chain to stabilize supply chain and control the major costs The products of the spinning are cotton yarn polyester synthetic yarn woolen yarn and blended yarn mixed of cotton with polyester of different counts Yarns are being used by the weaving sub-sectors like specialized textiles handlooms and knitting and hosiery

Total demand of yarns in Bangladesh around 141 million ton where the local production meet up around 112 million ton In addition almost 85 of cotton yarns and 50 demand for synthetic and blended yarn of export-oriented fabric producing mills are being met by the private sector spinning mills

FINANCIAL PERFORMANCE

The Company reported growth in Revenue of 3972 during the year 2018-2019 due to operation of new project at Habiganj merger of Square Yarns Ltd At Standalone level the Revenue from operations stood at BDT 889624 million compared with BDT 636713 million in the Previous Year The Operating Profit stood at BDT 69785 million as against BDT 44419 million in the Previous Year an increase by 5711 The Net Profit increased by 1909 stood at BDT 34646 million against BDT 29091 million reported in the previous year

The Consolidated Revenue from operations for FY 2018-2019 was BDT 1056204 million as against BDT 941187 million in the Previous Year registering a growth of 1222 The Profit from Operation was 84218 million as against BDT 67226 million in the Previous Year and Net Profit for the year stood at BDT 42902 million against BDT 45706 million reported in the previous year

The Consolidated Profit from Operation increased by 2528 but the Net Profit declined by 613 during 2018-2019 due to increase in a) Worker Wages and Salary as a revision took place in the wages structure as per Labour Law and b) Finance Cost against new investment for expansion

DIRECTORSrsquo REPORT to the Members for the year ended 30 June 2019

Operating Income

69785

5711 Tk In million

44419

2018-19

2017-18

STxLAnnual Report 2018-2019 21

COMPANYrsquoS OPERATIONS

Square Textiles has over 22 years of experience and competency in yarn spinning arena The industry is one of the largest producers of knitting amp weaving yarns in Bangladesh Today it has one of the most sophisticated vertically integrated set-ups by which Square Textiles are producing around 110 ton of yarns every day Square Textiles focus on more sustainable and eco-friendly products namely Organic BCI Tencel Re-cycle (cotton and Polyester) etc We are developing more value added product ie Galaxy Flutter Lurex Mozaik Neppy Snow Siro etc that are more fashion trendy and higher valued export earner Square Textiles are recognized by our valued customers through quality products with committed services CapacityProduction

During the last few years Square Textiles are facing huge power crisis ie scarcity of gas supply and competition in the domestic and international market To cope with the situation Square Textiles have arranged alternative fuel generated power and adopted multiple product mix to attain high margin benefit as an alternative production technique Hence Square Textiles have restated the production capacity installation criterion and actual production quantity to make them (The production data) equivalent amp comparable

The production efficiency increased during the year 2018-19 to 9670 from 9626 than that of efficiency of 2017-2018

lsquo

The total installed production capacity (at average 30s Ring and 14s OE counts) as on June 30 2019 was as follows

SpindlesRotors In Nos 2018-19 2017-18

Installation

Spindle Installed 122976 81648

Rotor head Installed 3960 3960

Vortex head Installed 2784 672

Operation

Spindle Operated 122976 81648

Rotor head Operated 3960 3960

Vortex head Operated 2784 672

Product Capacity Installed in Kg

2018-19 2017-18 Equivalent to-

30s Count (Ring Yarn) 18171216 9944673

14s Count (OE Yarn) 9042222 10043927

30s Count (Vortex Yarn) 7927500 2450000

Total - 35140938 22438600

Actual Production in Kg 2018-19 2017-18

Actual Production 33622604 22925478

Equivalent to-

30s Count (Ring Yarn) 17617160 9400675

14s Count (OE Yarn) 8722390 9810863

30s Count (Vortex Yarn) 7642423 2388957

Total - 33981973 21600495

Production Efficiency in

2018-19 2017-18

Equivalent to-

30s Count (Ring Yarn) 9695 9453

14s Count (OE Yarn) 9646 9768

30s Count (Vortex Yarn) 9640 9751

Total (Average) - 9670 9626

D I R E C T O R S rsquo R E P O R T

STxL Annual Report 2018-201922

Cost of Production

The cost of production has varied during the past years primarily due to wide fluctuations in the price of raw cotton packing materials fuel amp power and spare parts which were beyond the control of the Management

The level of costs and their incidences are given below

in Kg 2018-19 2017-18

Output of Yarn 33623 22925 Cost of Major Items in Tk lsquo000

2018-19 2017-18

Raw Material Consumed

6040169 4139044

Packing Materials 85725 60165

FuelPower etc 592512 610729

Spare Parts 161055 150006

Other Overhead 1137374 771737

Total Cost - 8016835 5731681 Unit CostKg in Tk

2018-19 2017-18

Raw Material 17964 18055

Packing Materials 255 262

FuelPower etc 1762 2664

Spare Parts 479 654

Other Overhead 3383 3366

Total Unit Cost- 23843 25001 Raw Material Cost of Total Cost- 7534 7222

The above figure reveals that though the raw material cost per unit decreased by 050 packing materials cost decreased by 267 Fuel Power cost decreased by 3386 Spare Parts cost decreased by 2676 and other overheads increased by 051 which lead to total unit cost decreased by 463 in 2018-19 over 2017-18

The production was increased by 4565 in volume over last year

During the year under review the price of raw cotton in the international market was stable MARKETING OPERATIONS Market Exposure

The marketing operations of the Company continued its emphasis on export sales over the years which are depicted below

Quantity Sold (Kg) in lsquo000

2018-19 2017-18

Export Sales 33609 22755

Total - 33609 22755 Sales Revenue (Tk) in lsquo000

2018-19 2017-18

Export Sales 8896244 6367125

Total - 8896244 6367125 The market exposure saying that there was no local sales revenue for the period under review The export (overall) sales quantity increased by 4770 and Sales Revenue increased by 3972 in 2018-19 over 2017-18 Be noted that Square Yarns Ltd (subsidiary of Square Textiles) has merged with Square Textiles Ltd from January 01 2019 Unit Selling Prices Attained The Selling Prices (TakaKg) over the years varied as shown below

2018-19 2017-18

Export Sales 26470 27981

Total - 26470 27981 The Export Selling Prices in the year of 2018-19 over 2017-18 decreased by 540 due to decline the export demand and fallen the price of cotton yarn in the international market The price of yarn has also fallen due to the trained trade relationship between the US and China

D I R E C T O R S rsquo R E P O R T

STxLAnnual Report 2018-2019 23

STxL Annual Report 2018-201924

INDUSTRY OUTLOOK

In the wake of changing world demand structure Bangladesh is on the track of progressive higher demand for garments of mind to higher quality brands due to fiscal war between the large economics such as USA China EU etc The sector offers great scope of expansion and double the foreign exchange earnings provided Government becomes alert and provide necessary fiscal and monetary support incentives to Local strategic investors RISK amp CONCERN

Absence of long range planning inadequate strategic investment policies variable uncertain fiscal amp monetary policies disorderly employment crises Buyersrsquo dominance international trade barriers internal law and order situation especially in transport sector and lack of appropriate infrastructure etc offer risk of business and investment

CAPITAL EXPENDITURES

Square Textiles made an additional net capital expenditure of Tk 142358 million in order to upgrade production facilities and increase the production capacity during year 2018-2019 as follows

in lsquo000 2018-19 2017-18

LandCivil Construction - 78954

Plan amp Machinery 1277574

761860

Other Fixed Assets 146010 500913

Total - 1423584

1341727

The above investments had enabled the company to sustain the rate of production efficiency at the reasonable level over the years The entire amount has been invested out of its internal generation of fund and bank borrowing

INVESTMENT IN SUBSIDIARIES Square Textiles has invested Tk 95000000 as equity (9948) in the capital of Square Yarns Limited which has merged with Square Textiles on 01 January 2019

Square Textiles has also invested Tk 65783760 as equity (95) in the capital of Square Texcom Limited and has also deposited Tk 423550119 as share money deposit

As per provision of the Company Act 1994 Square Texcom Limited is subsidiary of Square Textiles Limited and as such Directors Report along with Auditors Report amp Audited Financial Statement have been included as part of this report

FOREIGN EXCHANGE EARNEDSAVED Square Tex has contributing substantial amount to the Foreign Exchange Reserve of the Country During the year Tk 6864 million has earnedsaved and contributed through its export marketing operation which is depicted below

in lsquo000 2018-19 2017-18 Total Export Earning 8164635 5711889

Less Import Costs

Raw Cotton 6824907 4228368 Spare Parts 219770 126773 Misc (with BMRE) 1051317 1131055

Net Export Earnings 68641 225693

D I R E C T O R S rsquo R E P O R T

Net Profit (After Tax)

Income

34646

1909 Tk In million

29091

2018-19

2017-18

Standalone

D I R E C T O R S rsquo R E P O R T

STxLAnnual Report 2018-2019 25

FINANCIAL RESULTS The Companyrsquos operating financial results as compared to the previous year are summarized hereunder

in lsquo000 Particulars 2018-19 2017-18 in Turnover 8896244 6367125 3972 Cost of Goods Sold 7944893 5695595 3949 Gross Profit 951351 671530 4167 Administrative Expenses 241150 221509 887 Selling amp Dist Expenses

12352 5834 11172 Operating Income 697849 444187 5711 Finance Cost 254158 86090 19522 Other Income 14015 7350 9067 Net profit before WPPF 457706 365447 2525 Contribution WPPF 21796 17402 2525 Net profit (Before Tax) 435911 348045 2525 Provision for Income Tax 35861 38201 613 Provision for Deferred Tax 53588 18930 18309 Net Profit (After Tax) 346462 290914 1909 Gross Profit Margin 1069 1055 133 Net Profit Margin (AT) 389 457 1488 EPS (Earning Per Share) 176 147 1973

The Turnover Gross Profit and Net Profit (After Tax) increased by 3972 4167 and 1909 respectively during the year of 2018-19 in comparison to previous year due to operation of new project at Habiganj merger of Square Yarns Ltd incline of USDTaka conversion rate and impact of product mix resulting in increase in Earning Per Share (EPS) by the same level

Gross Profit Margin increased by 133 and Net Profit Margin decreased by 1488 due to increase in operating amp finance cost in the year under review

The Cost of Goods Sold has increased during the year of reporting due to increase in cost of raw materials fuelpower and factory overheads which were beyond the control of the Management

The Cost of Goods Sold per unit has declined by 556 in the current Year over previous year due to changes in cost of raw materials consumed packing cost Power Cost and Spare Cost in the reporting Year than previous year

The Company however earned an extra 9067 non-operating income (stated in Note No 25 of standalone accounts) during the year 2018-2019 against last year due to increase of conversion rate of foreign currency (USD) as fluctuation gain CONTRIBUTION TO NATIONAL EXCHEQUER Square Tex contributed an amount of Tk 6694 million during the year of 2018-2019 to the National Exchequer

EXTRA-ORDINARY ACTIVITIES

The Company did not undertake or continue any extra-ordinary activities and did not suffer or gain any loss or gain from such activities

RELATED PARTY TRANSACTION

The Company had undertaken several related party transaction detail of which are given in Note No 39 of the standalone Accounts

MINORITY INTERESTS

In compliance with Condition No 1(5) (xvi) of the Corporate Governance Code 2018 of BSEC the Board hereby confirms that the interests of the minority shareholders have been duly protected in the Company

APPROPRIATION OF PROFIT

The Board of Directors recommended the appropriation of the net profit earned for the year ended June 30 2019 in the following manner

in Taka a) Fund available for

appropriation including profit for the year 2018-19

5251902027

b) Recommended for Cash Dividend 20 394504000

c) Net General Reserve amp Surplus 4857398027

ELECTION OF DIRECTORS Mrs Anita Chowdhury and Mr Tapan Chowdhury Directors of the Company retires as per article 125 amp 126 of Articles of Associa-tion and being eligible offer themselves for re-election Brief resume and other information of the above mentioned Directors are depicted in Annexure-lll

The Board of Directors has appointed Mr S M Rezaur Rahman as an Independent Director for the in its meeting dated 1st August 2019 Brief resume and other information of the above mentioned director is depicted in Annexure-lll

APPOINTMENT OF STATUTORY AUDITORS The existing Statutory Auditors of the Company Ms Ahmed Zaker amp Co Chartered Accountant retires at this 24th Annual General Meeting on completion of consecutive 3 (three) years

They are not eligible for reappointment as per Order of Bangladesh Securities and Exchange Commission

Ms KM Hasan amp Co Chartered Accountant expresses their interest to be appointed as Auditors of the Company for the year 2019-2020 The Board of Directors has recomme-nded their appointment

APPOINTMENT OF COMPLIANCE AUDITORS Ms Chowdhury Bhattacharjee amp Co Chartered Accountant retires at this Annual General Meeting and being eligible offered themselves for re-appointed as Compliance Auditor of the Company for the year 2019-2020

Dividend Payout (Cash)

39450

500 Tk In million

37572

2018-19

2017-18

D I R E C T O R S rsquo R E P O R T

STxL Annual Report 2018-201926

APPOINTMENT OF INDEPENDENTDIRECTOR

D I R E C T O R S rsquo R E P O R T COSOLIDATION OF ACCOUNTS

In terms of BSEC Regulations the company has consolidated the Accounts following the codes of International Accounting Standard - 28 amp IFRS-10 reflecting shareholders gross benefitsvalue of investments

A six months (July-Dec 2018) financial performance of Square Yarns Ltd which has been merged with Square Textiles Ltd considered in consolidation of Financial Statement of Square Textiles Ltd

Said Financial Statements are presented herewith in page

CORPORATE GOVERNANCE COMPLIANCE REPORT In accordance with the requirement of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission a statement in pursuance to Clause 1(5) Resume of the Directors who shall be reappointed Audit Committee Report as per clause 5(7) Certificate from the CEO and CFO to the Board UNDER CONDITION No 3(3) Certificate on Compliance of Conditions of Corporate Governance Code by the Compliance Auditors and Status of Compliance are depicted in the Annexure - I II III IV V and VI respectively

MANAGEMENT APPRECIATION The Board of Directors record with deep appreciation the performance of the management the officers staff and workers whose relentless effort helped to increase the productivity as well as the net profit despite the natural and unnatural adverse factors of production and marketing throughout the country and the world It is expected the employees and the management will continue to improve the results for the interest of shareholders whose unswerving trust in management has always been an inspiration to the Board of Directors The Directors humbly express its gratitude and acknowledge with keen interest the cooperation and unflinching support it has received from various agencies including Bangladesh Securities and Exchange Commission Stock Exchanges National Board of Revenue and other agencies of the public and the private sector We look forward to brighter future for all of us Tapan Chowdhury Chairman In the event of conflict between English text and Bangla

text of this report English text shall be prevailed

Foreigner 333

General Public 1362

Institutions 2122

SponsorDirectors 6183

THE

OW

NER

S

STxLAnnual Report 2018-2019 27

no 105

Pursuant to Condition No 1 (5) (xxv) of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission the Managementrsquos Discussion amp Analysis for the year ended 30 June 2019 are presented hereunder

Accounting Policies and Estimation for Preparation of Financial Statements

Square Textiles Ltd follows International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) along with prevailing local rules and regulations applicable for preparation of financial statements Detail description of accounting policies and estimation used for preparation of the financial statements of the Company are disclosed in the Notes No 2 and 3 to the standalone financial statements

Changes in Accounting Policies and Estimation

Square Tex has been following consistent policies and estimation and there is no such changes in accounting policies or estimation which has material impact on financial statements

Comparative Analysis of Financial and Operational Performance

The Directorsrsquo Report provides the analysis of financial performance and position during the year under review and also a detail comparison of financial performance and position as well as cash flows are presented as part of the financial statements including notes

However major areas of financial performance financial position as well as cash flows with immediate preceding five years including effects of inflation are depicted here in below

Figures Tk in lsquo000Particulars 2018-19 2017-18 2016-17 2015-16 2014 2013 Financial Performance Revenue 8896244 6367125 5020425 4998758 5115828 5238437 Gross Profit 951351 671530 525634 787050 868716 948720 Net Profit (Before Tax) 435911 348045 297592 573967 644992 696779 Net Profit (After Tax) 346462 290914 252494 486236 541192 587782 Financial Performance (Inflation Adjusted) Base Year Revenue 6730201 5064936 4224494 4435082 4807657 5238437 Gross Profit 719718 534190 442301 698300 816386 948720 Net Profit (Before Tax) 329776 276864 250412 509245 606139 696779 Net Profit (After Tax) 262106 231417 212464 431407

508591 587782 Financial Position Shares Outstanding 197252000 187859048 178913379 162648527 147862298 134420271 Shareholdersrsquo Equity 7224422 5386034 5452946 5607074 5158723 4886371 Total Assets 12954548 9425480 7511325 6695189 6265137 6358457 Total Liability 5730126 4039447 2058379 1088115 1106416 1472086 Current Assets 6396837 4430793 3618295 3547893 3903436 4163698 Current Liabilities 5494425 3910867 1948729 965544 993110 1363962 Financial Position (Inflation Adjusted) Base Year Shares Outstanding 149225404 149438583 150548699 144307771 138786108 134420271 Shareholdersrsquo Equity 5465431 4284496 4588443 4974803 4847968 4886371 Total Assets 9800396 7497804 6320490 5940219 5887733 6358457 Total Liability 4334964 3213309 1732046 965416 1039767 1472086 Current Assets 4839346 3524618 3044655 3147822 3668298 4163698 Current Liabilities 4156651 3111026 1639780 856666 933286 1363962

STxL Annual Report 2018-201928

MANAGEMENTrsquoS DISCUSSION amp ANALYSIS

Particulars 2018-19 2017-18 2016-17 2015-16 2014 2013 Cash Flow Net Cash Generated from Operating Operating Activities

(686379) (291474) 138081 652153 831462 690506 Net Cash Used in Investing Activities (1432871) (1341726) (913875) (884274) (332348) (528781) Net Cash Used in Financing Activities 1771675 1696880 498970 362874 (406231) (219733) Cash Flow (Inflation Adjusted) Base Year Net Cash Generated from Operating Activities

(519261) (231375) 116190 578614 781376 690506 Net Cash Used in Investing Activities (1083998) (1067320) (768991) (784592) (312328) (528781) Net Cash Used in Financing Activities 1340310 1349838 419864 321968 (381760) (219733) Financial Ratio Current Ratio 116 113 186 367 393 305 Debt to Equity 126 133 265 515 466 332 Gross Profit Margin (In ) 1069 1055 1047 1574 1698 1811 Net Profit Margin (In ) 389 457 503 973

1058 1122

Return on Equity (In ) 480 540 463 867 1049 1203 Return on Assets (In ) 267 309 336 726 864 924

Ordinary Shares Information Shares Outstanding 197252000 187859048 178913379 162648527 147862298 134420271 Face Value per Share 1000 1000 1000 1000 1000 1000 Dividend-Cash (In ) 20 20 20 25 20 20 Dividend-Stock (In ) 0 5 5 10 10 10 Dividend Payout (Cash+Stock) in lsquo000 394504 469648

447283 569270

443587

403261

Net Assets Value per Share 3663 2731 2764

2843 2615

2477 Net Operating Cash Flow per Share -348 -148 070 331 422 350

EPS-Earnings per Share (Standalone) 176 147 128 247 274 298 EPS-Earnings per Share (Consolidated) 218 232 209 376 408 424 EPS on Share Issued for Cash 1375 1155 1002 1930 2148 2333 Inflation Rate (In ) 552 578 544 592 641 Base Year

Inflation Rate Source Bangladesh Bureau of Statistics Comparison of Financial Performances with peer industry scenario A comparison of financial performances financial position as well as cash flows of 5 (five) spinning companies which are listed and in order of market capitalization as on 30 June 2018 are presented below

Figures Tk in lsquo000

Particulars Square Tex Saiham Tex Matin Spinning Aman Cotton Rahim Tex Financial Performance Revenue 6367125 2178120 4050914 1609936 995951 Gross Profit 671530 261738 608972 399139 157205 Net Profit (Before Tax) 348045 136110 355748 302961 61945 Net Profit (After Tax) 290914 109176 302605 257278 50781 Financial Position Shares Outstanding 187859048 90562500 97490000 80000000 78179200 Shareholdersrsquo Equity 5386034 2443445 4253199 3386614 319828 Total Assets 9425480 4964752 6722247 4628617 1591881 Total Liabilities 4039447 2521307 2469048 1242003 1272053 Current Assets 4430793 3032529 2488439 2854217 1006324 Current Liabilities 3910867 2268171 1906173 1100038 978488 Cash Flow Net Cash Generated from Operating Activities

(290861) 13306 549442 143942 88788 Net Cash Used in Investing Activities (1341726) 172528 (82089) 55092 (160576) Net Cash Used in Financing Activities 1696880 (186599) (717380) (120475) 144891 Market Capitalization (in 000) 9014416 4256438 3704620 3559417 3448485

Managementrsquos Discussion amp Analysis

STxLAnnual Report 2018-2019 29

Financial and Economic Scenario of Bangladesh and the Globe (in brief)

Bangladesh is the 41st largest in the world in nominal terms and 30th largest by purchasing power parity (PPP) it is classified among the Next Eleven emerging market middle income economies and frontier market GDP growth is accelerating gradually Along with the current FY2018-19 the GDP growth rate of the economy of Bangladesh surpassed the 7 percent mark for consecutive four times since FY2015-16 According to Estimated Bangladesh Bureau of Statistics (BBS) the GDP growth stood at 813 percent in FY2018-19 which was 786 percent in previous fiscal year High growth of manufacturing sector under broad industry sector has contributed significantly to achieve high GDP growth in this fiscal year

Per capita GNI (Gross National Income) and GDP (Gross National Product) stood at US$1909 and US$1827 respectively in FY2018-19 compared to US$1751 and US$1675 respectively in FY2017-18 On the basis of PPP (Purchasing Power Parity) calculated by UNDP the per capita GNI stood at US$3524 The real GDP growth for World economy stands at 33 (Source IMF)

Bangladesh registered the fastest growth rate in the Asia-Pacific economies comprised of 45 countries according to Asian Development Bank Bangladesh will continue to be the fastest growing economy in the Asia-Pacific the bank said in its Asian Development Outlook (ADO)

Public and private investment were important contributors to the high GDP growth rate in 2019 Real investments increased by 1388 Public investment to GDP ratio increased while private investment to GDP ratio decreased However Foreign Direct Investment (FDI) declined to USD 158 billion in FY 2018 from 165 billion in FY 2017 Bangladesh leaped up 7 places in the Global Competitiveness Index from 2017 but it ranked the lowest amongst its East and South Asian neighbors in Ease of Doing Business Ranking 2018 The countryrsquos Logistics

Performance Index has dropped over the last two years signaling a significant concern for local and foreign investors

One of the most densely populated economies in the world Bangladesh has continued making impressive strides in achieving social development goals for its 16555 million citizens The resilience of the countryrsquos economy is commendable However sound economic policy must be implemented to mitigate underperformance of the financial sector diversify exports and create better employment opportunities by increasing private investment It also require to mitigate the infrastructure bottlenecks insufficient power and gas supplies bureaucratic corruption political instability natural calamities and a lack of skilled workers

Risks and Concerns issues related to the financial statements

Square Tex has exposure to the Counterpart Risk Financial Risk Credit Risk Liquidity Risk and Market Risk arising from the financial statements The detail explanation of risk and concerns are explained in the Note 38 to the consolidated financial statements Square Tex having sufficient and effective measures controls to mitigate the risk and concerns

Future Plan or Projection or Forecast

The Management of Square Tex is very sincere in adoption of necessary feasible plans and strategy in respect of sustainability in its performances amp financial position and to continue the operations for foreseeable future

Managementrsquos Discussion amp Analysis

STxL Annual Report 2018-201930

The number of Board Meeting and the Attendance of Directors during the year 2018-2019 were as follows

Name of the Directors Position Meeting Held Attended Mr Tapan Chowdhury Chairman 8 8 Mrs Ratna Patra Vice Chairman 8 8 Mr Samuel S Chowdhury Managing Director 8 8 Mrs Anita Chowdhury Director 8 5 Mr Anjan Chowdhury Director 8 8 Mr Syed Afzal Hasan Uddin Independent Director 8 7 Mrs Nihad Kabir Independent Director 8 8

Mr S M Rezaur Rahman Independent Director 8 0 Tenure Expired on 8th May 2019 Appointed on 1st August 2019

The pattern of shareholding as on 30 June 2019 are as follows

Name of the Shareholders Status Shares held i ParentSubsidiaryAssociated

Companies and other related parties

- - -

ii Directors Chief Executive Officer Chief Financial Officer Company Secretary Head of Internal Audit and their Spouses and Minor Childrens

Mr Tapan Chowdhury Chairman 6588167 334 Mrs Ratna Patra Vice Chairman 4474493 227 Mr Samuel S Chowdhury Managing Director 6181939 313 Mrs Anita Chowdhury Director 5843083 296 Mr Anjan Chowdhury Director 5401909 274 Mrs Nihad Kabir Independent Director - - Mr S M Rezaur Rahman Independent Director - - Mr M Habibur Rahman Chief Financial Officer - - Mr Sanjib Baran Roy Company Secretary - - Mr Mozibur Rahman Head of Internal Audit amp Compl - -

iv Executives Mr Md Alamgir Hossain Head of Operations - - Mr Suresh Chadra Bala Head of Plant 525 00003 Mr Md Abdur Rahman Head of Engineering 3215 00016 Mr Avijit Kumar Biswas Head of Procurement - - Mr Md Shahid Raihan Head of Quality Assurance - -

v Shareholders Holding 10 or more voting interest in the company Square Pharmaceuticals Ltd Sponsor Shareholder 91436679 4636

The Financial Statement of the Company

present true and fair view of the Companyrsquos state of affairs result of its operation cash flows and changes in equity

Proper books of accounts as required by the prevailing law have been maintained

Appropriate accounting policies have been followed in formulating the financial statements and accounting estimates were reasonable and prudent

The financial statement was prepared in accordance with IAS or IFRS

The internal control system is sound in design and is effectively implemented and monitored

There is no significant doubt about the companyrsquos ability to continue as a going concern

There is no significant deviation from the operating result of the last year

Key operating and financial data of last five years have been presented in summarized form in page no 14

Remuneration of Directors including Independent Director have been shown in Note no 22 in the Notes of Account

Annexure I to the Directorsrsquo Report

THE DIRECTORS ALSO REPORT THAT

STxLAnnual Report 2018-2019 31

A UDIT COM MIT T EE R EPO RT For the year 2018-2019

Square Textiles Limited having an Audit Committee as a subcommittee of the Board of Directors in order to assist the Board of Directors in ensuring and fulfilling its oversight responsibilities The Audit Committee consists of the following persons

Mrs Nihad Kabir Independent Director - Chairman Mrs Ratna Patra Vice Chairman - Member Mr Anjan Chowdhury Director - Member Mr Sanjib Baran Roy Company Secretary - Secretary

The scope of Audit Committee was defined as under

(a) Review and recommend to the Board to approve the quarterly and annual financial statements prepared for statutory purpose

(b) Monitor and oversee choice of accounting policies and principles internal control risk management process auditing matter hiring and performance of external auditors

(c) Review statement of significant related party transactions submitted by the management

(d) Carry on a supervision role to safeguard the systems of governance and independence of statutory auditors and

(e) Review and consider the report of internal auditors and statutory auditors observations on internal control

Activities carried out during the year

The Committee reviewed the integrity of the quarterly and annual financial statement and recommended to the Board for consideration The Committee had overseen reviewed and approved the procedure and task of the internal audit financial report preparation and the external audit reports The Committee found adequate arrangement to present a true and fair view of the activities and the financial status of the company and didnrsquot find any material deviation discrepancies or any adverse findingobservation in the areas of reporting

Mrs Nihad Kabir Chairman Audit Committee Date 13th October 2019

Annexure II to the Directorsrsquo Report

STxLAnnual Report 2018-2019 33

D I R E C T O R S P R O F I L E

W ho ar e se ek i ng a ppointm ent

Re-appointment of Director

Mrs Anita Chowdhury is a Director of Square Textiles Ltd spouse of late Samson H Chowdhury Founder Chairman of the Company Mrs Chowdhury is associated with the business from its inception in 1994 She is also a shareholder of Square Pharmaceuticals Ltd (Listed Company) Mrs Anita Chowdhury is also Director in 3 other private limited company namely Astras Limited Square Holdings Limited and Square Air Limited under the Square Group Mr Tapan Chowdhury is a Director of Square Textiles Ltd from its inception in 1994 and appointed as Chairman in 2018 second son of late Samson H Chowdhury founder Chairman of the Company Science graduate from the University of Dhaka and has completed different advanced courses on Business Management in Europe Having a prosperous experience of more than 37 years in Pharmaceuticals Hospitals Textiles RMG IT Healthcare Toiletries Food amp Consumer Products Organic Tea Plantation Capital Market Operation amp Satellite TV Broadcasting

Mr Chowdhury also Sponsor Director in 30 other private limited company namely Square Hospitals Ltd Square Toiletries Ltd Square Fashions Ltd Square Denims Ltd Square Food amp Beverages Ltd Square Securities Management Ltd Square Air Ltd Astras Ltd Sabazpur Tea Company Ltd Maasranga Communications Ltd (Maasranga Television) under the Square Group

At present he is the Chairman of Bangladesh Herbal Products amp Manufactures Association and Koinonia President of United Baptist Church Trust Association Vice President of Baptist World Alliance and Asia Pacific Baptist Federation EC Member of International Chamber of Commerce and Kurmitola Golf Club

He was an Advisor (Minister) to the Caretaker Government of Bangladesh in 2007 Mr Chowdhury was also a Former President of The Metropolitan Chamber of Commerce and Industry (MCCI) Young Menrsquos Christian Association (YMCA) and Bangladesh Baptist Church Fellowship (BBCF)

Mr Tapan Chowdhury has been awarded several times as a highest individual taxpayer in the Country CIP (Commercially Important Person)

Appointment of Independent Director

Mr S M Rezaur Rahman Economics Graduate Dhaka University is a capital market consultant and Director of United Corporate Advisory Services Ltd a firm of financial amp investment advisory and post issue management of initial public offer of securities amp other related jobs in Bangladesh Mr Reza has a rich experience of more than 35 years in capital market issue and post issue management of initial public offering of securities and in the corporate arena Mr Reza was a partner in AAA Consultant amp Financial Advisors from 1994 to 2004 served as Managing Director of SofSys Computing amp Data Processing Ltd from 1994 to 2011

He was inducted as Nominated Director in the Board of Aramit Cement Limited and Aramit Limited for three years Mr Reza was also the Independent Director of CVO Petrochemical Refinery Ltd Aramit Cement Limited amp Aramit Limited and Chairman of the Audit Committee of Aramit Cement Limited and Aramit Limited

Annexure III to the Directorsrsquo Report

DECLARATION BY CEO AND CFO Under Condition 1(5)(xxvi) of CGC

The Board of Directors Date 13 October 2019 Square Textiles Ltd Square Centre 48 Mohakhali CA Dhaka Subject Declaration on Financial Statements for the year ended on 30th June 2019 Dear Sirs Pursuant to the condition No 1(5)(xxvi) imposed vide the Commissionrsquos Notification No BSEC CMRRCD2006 -158207Admin80 Dated 3 June 2018 under section 2CC of the Securities and Exchange Ordinance 1969 we do hereby declare that 1 The Financial Statements of Square Textiles Ltd for the year ended on 30th June 2019 have been

prepared in compliance with International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS) as applicable in the Bangladesh and any departure there from has been adequately disclosed

2 The estimates and judgments related to the financial statements were made on a prudent and reasonable basis in order for the financial statements to reveal a true and fair view

3 The form and substance of transactions and the Companyrsquos state of affairs have been reasonably and fairly presented in its financial statements

4 To ensure above the Company has taken proper and adequate care in installing a system of internal control and maintenance of accounting records

5 Our internal auditors have conducted periodic audits to provide reasonable assurance that the established policies and procedures of the Company were consistently followed and

6 The managementrsquos use of the going concern basis of accounting in preparing the financial statements is appropriate and there exists no material uncertainty related to events or conditions that may cast significant doubt on the Companyrsquos ability to continue as a going concern

In this regard we also certify that -

(i) We have reviewed the financial statements for the year ended on 30th June 2019 and that to the best of our knowledge and belief

(a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading

(b) these statements collectively present true and fair view of the Companyrsquos affairs and are in compliance with existing accounting standards and applicable laws

(ii) There are to the best of knowledge and belief no transactions entered into by the Company during the year which are fraudulent illegal or in violation of the code of conduct for the companyrsquos Board of Directors or its members

Sincerely yours Samuel S Chowdhury M Habibur Rahman Managing Director Chief Financial Officer

Annexure IV to the Directorsrsquo Report

STxL Annual Report 2018-201934

CERTIFICATE OF COMPLIANCE Under Condition 1(5)(xxvii) of CGC

L imited on compliance on the Corporate Governance Code

We have examined the compliance status to the Corporate Governance Code by Square Textiles Limited for the year ended on 30th June 2019 This Code relates to the Notification No BSEC CMRRCD2006 -158207Admin80 Dated 3 June 2018 of the Bangladesh Securities and Exchange Commission Such compliance with the Corporate Governance Code is the responsibility of the Company Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of the Corporate Governance Code This is a scrutiny and verification and an independent audit on compliance of the conditions of the Corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Corporate Governance Code We state that we have obtained all the information and explanations which we have required and after due scrutiny and verification thereof we report that in our opinion

(a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the above mentioned Corporate Governance Code issued by the Commission or not complied (if not complied specify non-compliances)

(b) The company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code

(c) Proper books and records have been kept by the company as required under the Companies Act 1994 the securities laws and other relevant laws and

(d) The governance of the company is satisfactory

Place Dhaka BK Bhattacharjee FCA Dated 14 October 2019 Chartered Accountants

Partner Chowdhury Bhattacharjee amp Co

Annexure V to the Directorsrsquo Report

STxLAnnual Report 2018-2019 35

Report to the Shareholders of Square Texti les

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

100 Board of Directors 1(1) Board Size (minimum - 5 and maximum - 20) radic 1(2) Independent Director 12(a) 15th of total as Independent Director (ID) radic 12 (b) (i) Does not hold any share of less than 1 shares in the Company radic 12(b) (ii) Not a Sponsor of the Company radic 12 (b)(iii) Who has not been an executive of the company radic 12 (b)(iv) Does not have other relationship radic 12 (b)(v) Not a Member or TREC Director or Officer of any Stock Exchange radic 12 (b)(vi) Not a ShareholderDirectorOfficer of any MemberTREC holder of Stock Exch radic

12 (b)(vii) Not a partner or an Executive or was not a partner or an Executive during the preceding 3 (Three) years of the concerned Companyrsquos statutory audit firm radic

12 (b)(viii) Not an Independent Director in more than five listed Companies radic

12 (b)(ix) Not Convicted by a court of competent jurisdiction as a defaulter in payment of any loanadvance to a Bank or a Non-Bank Financial Institution radic

12 (b)(x) Not convicted for a Criminal Offence radic 12 ( c ) Appointed by the Board and approved by the shareholders in AGM radic 12 (d) Post cannot remain vacant more than 90 days radic 12 (e) Tenure of the Independent Director radic 13 Qualification of Independent Director 13(a) Independent Director shall be a knowledgeable individual radic 13(b)(i) Business Leader who is or was a promoter or director of an unlisted company radic 1(3)(b)(ii) Should be a Corporate LeaderBusiness Leader radic

1(3)(b)(iii) Former official of government radic

1(3)(b)(iv) University Teacher who has educational background in Economics or Commerce or Business Studies or Law radic

1(3)(b)(v) Professional Chartered Accountant Secretary or equivalent qualification radic 1 (3) ( c) The independent director shall have at least 10(ten) years of experiences radic 1 (3) (d) Relaxation in special cases NA 1(4) Duality of Chairperson of the Board of Directors and Managing Director or Chief Executive Officer 1(4)(a) The posts of Chairperson of the board and CEO are different individuals radic

1(4)(b) MD andor CEO of a listed Company shall not hold the same position in another listed Company

radic

1(4)(c) The Chairperson shall be elected form among the non-executive directors radic

1(4)(d) The Board shall clearly define respective roles and responsibilities of the Chairperson and the Managing Director andor CEO

radic

1(4)(e) In absence of Chairperson of the Board etc radic

1(5) The Directorsrsquo Report to Shareholders 1(5)(i) Industry outlook and possible future developments in the industry radic 1(5)(ii) Segment-wise or product-wise performance radic 1(5)(iii) Risks and concerns including internal and external risk factor radic 1(5)(iv) Discussion on Cost of Goods sold Gross profit Margin and Net Profit Margin radic 1(5)(v) Discussion on continuity of any extraordinary activities and implications radic 1(5)(vi) Detailed discussion and statement on related party transactions radic 1(5)(vii) Utilization of proceeds from publicrights issues andor through any others NA

1(5)(viii) Explanation if the financial results deteriorate after the company goes for IPO RPO Rights Offer Direct Listing etc NA

1(5)(ix) Explanation by the Management if significant variance occurs between Quarterly Financial Performance and Annual Financial Statements NA

1(5)(x) Remuneration to Directors including Independent Director radic

1(5)(xi) Statement that financial statements prepared by the management of the issuer present fairly its state of affairs the result of its operations cash flows and changes in equity

radic

1(5)(xii) Proper books of account of the issuer company have been maintained radic

1(5)(xiii) Appropriate accounting policies have been consistently applied in preparation to the financial statements and that the accounting estimates are based on reasonable and prudent judgment

radic

1(5)(xiv) International Accounting Statement (IAS) Bangladesh Accounting Standard (BAS) International Financial Reporting standard (BFRS) as applicable in Bangladesh have been followed in preparation of the financial statements and any departure there-from has been adequately disclosed

radic

1(5)(xv) The system of internal control is sound in design and has been effectively implemented and monitored radic

1(5)(xvi) A statement that minority shareholders have been protected from abusive actions by or in in the interest of controlling shareholders acting either directly or indirectly and have effective means of redress

radic

STATUS OF COMPLIANCE Under Condition 1(5)(xxvii) of CGC

Annexure VI to the Directorsrsquo Report

STxL Annual Report 2018-201936

Annexure VI to the Directorsrsquo Report

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

1(5)(xviii) Significant deviations from the last yearrsquos operation results of the issuer company shall be highlighted and the reasons there of should be explained radic

1(5)(xix) Key operating and financial data of at least preceding 5 (Five) years shall be summarized radic

1(5)(xx) If the issuer company has not declared dividend (cash or stock) for the year the reasons there of shall be given NA

1(5)(xxi) Boardrsquos statement to the effect that no bonus shares or stock dividend paid as interim dividend NA

1(5)(xxii) The number of Board meetings held during the year and attendance by each Director shall be disclosed radic

1(5)(xxiii) A report on the pattern of shareholding disclosing the aggregate (name wise details) radic

1(5)(xxiii)(a) ParentSubsidiaryAssociated Companies and other related parties (name wise details) radic

1(5)(xxiii)(b) Directors CEO Company Secretary CFO HIAC and their spouses and minor children (name wise details) radic

1(5)(xxiii)(c) Executives radic

1(5)(xxiii)(d) Shareholders holding ten percent (10) or more voting interest in the company (name wise details) radic

1(5)(xxiv)(a) A brief resume of the director in case of appointment or reappointment radic 1(5)(xxiv)(b) Nature of hisher expertise in specific functional areas

radic

1(5)(xxiv)(c ) Names of the companies in which the person also holds the directorship and the memberships of committees of the Board

radic 1(5)(xxv) Management discussion and analysis signed by CEOMD presenting detail analysis of the companyrsquos position and

operations 1(5)(xxv)(a) Accounting policies and estimation for preparation of financial statements radic

1(5)(xxv()b) Changes in accounting policies and estimation as well as cash flows on absolute figure for such changes radic

1(5)(xxv(c ) Comparative analysis and financial position as well as cash flew for current financial year with immediate preceding five years explaining reasons radic

1(5)(xxv)(d) Compare such financial performance or results and financial position as well as cash flows with the peer industry scenario radic

1(5)(xxv)(e) Briefly explain the financial and economic scenario of the country and globe radic 1(5)(xxv)(f) Risks and concerns issues related to the financial statements radic

1(5)(xxv)(g) Future plan or projection or forecast for companyrsquos operation shall be explained to the shareholders in the next AGM radic

1(5)(xxvi) Declaration or certification by the CEO and the CFO to the Board as required under condition No 3(30) shall be disclosed as per Annexure-A radic

1(5)(xxvii) The report as well as certificate regarding compliance of conditions of this Code as required under condition No 9 shall be disclosed radic

1(6) Meeting of the Board of Directors 1(6) Compliance under Bangladesh Secretarial Standards (BSS) radic 1(7) Code of Conduct for the Chairperson other Board members and Chief Executive Officer

1(7)(a) The Board shall lay down a code of conduct based on the recommendation of the Nomination and Remuneration Committee(NRC) radic

1(7)(b) The code of conduct as determined by the NRC shall be posted on the website of the company including among others prudent conduct and behaviorhellip radic

2 Governance of Board of Directors of Subsidiary Company

2(a) Provisions relating to the composition of the Board of the holding company shall be made applicable to the composition of the Board of the subsidiary company

radic

2(b) Independent Director of holding company also in the subsidiary company radic

2(c) Minutes of subsidiary to be placed in the meeting of holding company radic

2(d) The minutes of the respective Board meeting of the holding company shall state that they have reviewed the affairs of the subsidiary company

radic

2(e) The Audit Committee of the holding company shall also review the financial statements in particular the investments made by the subsidiary company radic

3 Managing Director (MD) or Chief Executive Officer Chief Financial Officer (CFO) Head of Internal Audit and Compliance (HIAC) and Company Secretary (CS) 31 Appointment

3(1)(a) Board shall appoint a MD or CEO Company Secretary CFO and HIAC radic

3(1)(b) The positions of the MDCEOCSCFO amp HIAC shall be filled by different individuals radic

3(1)(c) The MD or CEO CS CFO and HIAC of a listed company shall not hold any executive position in any other company at the same time radic

3(1)(d) The Board shall clearly define respective roles responsibilities and duties of the CFO the HIAC and the CS radic

3(1)(e) MD or CEO CS CFO and HIAC shall not be removed from their position without approval of the Board and be disseminated to the commission and exchange radic

32 Requirement to attend Board of Directorsrsquo Meetings 3 (2) MD or CEOCSCFO and HIAC shall attend the meetings of the Board radic 33 Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial Officer (CFO)

3(3)(a)(i) The statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading radic

3(3)(a)(ii) The statements together present a true and fair view of the companyrsquos affairs and are in compliance radic

3(3)(b) The MD or CEO and CFO to certify on due diligence in the Report radic

STxLAnnual Report 2018-2019 37

Annexure VI to the Directorsrsquo Report

Condition

No Title Compliance Status

Remarks (If any) Compiled Not Compiled

3(3)( c) The certification of the MDCEO and CFO shall be disclosed in the Annual Report radic 4 Board of Directorsrsquo Committee 4 (i) Audit Committee radic 4 (ii) Nomination and Remuneration Committee radic 5 Audit Committee 51 Responsibility to the Board of Directors 5(1) (a) Company shall have an Audit Committee as a sub-committee of the Board radic

5(1) (b) Audit Committee shall assist the Board in ensuring that the financial statements reflect true and fair view of the state of affairs of the Company and in ensuring a good monitoring system within the business

radic

5(1) (c) Audit Committee shall report on its activities to the Board of Directors radic

52 Constitution of the Audit committee 5(2) (a) The Audit Committee shall be composed of at least 3 (three) members radic

5(2) (b) Board shall appoint members of the Audit Committee who shall be non-executive director

radic

5(2) (c ) All members of the Audit Committee should be ldquofinancially literaterdquo and at least 1 (one) member shall have accounting or related financial management experience

radic

5(2) (d) When the term of service of the Committee members expires or there is any circumstance causing any Committee member to be unable to hold hellip radic

5(2) (e) The Company Secretary shall act as the Secretary of the Audit Committee radic 5(2)(f) Quorum of Audit Committee meeting at least One independent director radic 53 Chairperson of the Audit Committee 5(3)(a) The Board shall select Chairperson of the Audit Committee who will be ID radic 5(3)(b) Absence of the Chairperson of the Audit Committee members to elect one radic 5(3)( c) Chairperson of the Audit Committee shall remain present in the AGM radic 54 Meeting of the Audit Committee 5(4)(a) The Audit Committee shall conduct at least 4 meetings in a financial year radic 5(4)(b) Quorum of Audit Committee presence of 2 or 23 members whichever is higher radic 55 Role of Audit Committee 5(5)(a) Oversee the financial reporting process radic 5(5)(b) Monitor choice of accounting policies and principles radic 5(5)(c ) Internal Audit and Compliance process to ensure that it is adequately resourced radic 5(5)(d ) Performance of external auditors radic

5(5)(e) Hold meeting with the auditors review the annual financial statements before submission to the Board for approval or adoption radic

5(5)(f ) Review with the management the annual financial statements before submission to the Board for approval radic

5(5)(g ) Review with the management the Quarterly and half yearly financial statements before submission to the Board for approval radic

5(5)(h ) The review adequacy of internal audit function radic

5(5)(i) Review the managementrsquos discussion and analysis before disclosing in the Annual Report radic

5(5)(j ) Review statement of all related party transactions submitted by the Mgt radic

5(5)(k ) Review management letters or letter of Internal Control weakness issued by statutory auditors radic

5(5)(l ) Oversee determination of audit fees based on scope and magnitude radic 5(5)(m ) Oversee whether IPO proceeds utilized as per the published Prospectus NA 56 Reporting of the Audit Committee 56 (a) Reporting to the Board of Directors 5(6)(a)(i) The Audit Committee shall report on its activities to the Board radic 5(6)(a)(ii)(a) Report on conflicts of interests radic

5(6)(a)(ii)(b) Suspected or presumed fraud or irregularity or material defect identified in the internal audit and compliance process radic

5(6)(a)(ii)(c) Suspected infringement of laws regulatory compliance including securities related laws relies and regulation radic

5(6)(a)(ii)(d) Any other matter which the Audit Committee deems necessary shall be disclosed to the Board immediately radic

56 (b) Reporting to the Authorities 57 Reporting to the Shareholders and General Investors 5(7) Reporting to the Shareholders and General Investors radic 6 Nomination and Remuneration Committee (NRC) 61 Responsibility to the Board of Directors 6(1)(a) The company shall have a NRC as a sub-committee of the Board radic

6(1)(b) NRC shall assist the Board in formulation of the nomination criteria or policy for determining qualifications radic

6(1)(c) The Terms of Reference of the NRC shall be clearly set forth in writing radic 62 Constitution of the NRC 6(2)(a) The Committee shall comprise of at least three members including an ID radic 6(2)(b) All members of the Committee shall be non-executive directors radic 6(2)(c) Members of the Committee shall be nominated and appointed by the Board radic

STxL Annual Report 2018-201938

Annexure VI to the Directorsrsquo Report

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

6(2)(d) Board have authority to remove and appoint any member of the committee radic 6(2)(e) Board shall fill the vacancy within 180 days of such vacancy in the Committee radic 6(2)(f) The Chairperson of the Committee may appointco-opt any external expert radic 6(2)(g) The company secretary shall act as the secretary of the committee radic

6(2)(h) The quorum of the NRC meeting shall not constitute without attendance of at least an independent director radic

6(2)(i) No member of the NRC shall receive any remunerationadvisory other than Directorrsquos fees or honorarium form the company radic

63 Chairperson of the NRC 6(3)(a) Board shall select 1 member of the NRC to be Chairperson of the Committee radic 6(3)(b) Absence of chairperson the remaining members may elect one of them radic 6(3)(c) Chairperson of the NRC shall attend the AGM radic 64 Meeting of the NRC 6(4)(a) The NRC shall conduct at least one meeting in a financial year radic 6(4)(b) The Chairperson of the NRC may convene any emergency meeting radic 6(4)(c) Quorum of NRC meeting presence of 2 or 23 members whichever is higher radic

6(4)(d) Proceedings of NRC meeting shall be recorded in the minutes and such minutes shall be confirmed in the next meeting radic

65 Role of NRC

6(5)(a) NRC shall be independent and responsibleaccountable to the Board and to the shareholders radic

6(5)(b)(i)(a) Level and composition of remuneration is reasonable and sufficient to attract retain and motivate suitable directors to run the company successfully radic

6(5)(b)(i)(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks radic

6(5)(b)(i)(c) Remuneration to directors top level executive involves a balance between fixed and incentive pay reflecting short and long term performance radic

6(5)(b)(ii) Devising a policy on Boardrsquos diversity taking into consideration age experience etc radic

6(5)(b)(iii) Identifying persons who are qualified the criteria laid down and recommend their appointment and removal to the Board radic

6(5)(b)(iv) Formulating criteria for evaluation of performance of independent directors and the Board radic

6(5)(b)(v) Identifying companyrsquos needs for employees at different levels and determine their selection transfer or replacement radic

6(5)(b)(vi) Developing recommending and reviewing annually the companyrsquos human resources and training policies radic

6(5)(c ) The company shall disclose the nomination and remuneration policy and the evaluation criteria and activities of NRC at a glance in its annual report radic

7 External or Statutory Auditors 7(1) Issuer company shall not engage its external auditors to perform the following 7(1)(i) Appraisal or valuation services or fairness opinions radic 7(1)(ii) Financial information systems design and implementation radic 7(1)(iii) Book keeping or other service related to the account ion records radic 7(1)(iv) Brokerndashdealer services radic 7(1)(v) Actuarial services radic 7(1)(vi) Internalspecial audit services radic 7(1)(vii) Any services that the Audit Committee may determine radic 7(1)(viii) Certification services on compliance of corporate governance radic 7(1)(ix) Any other service that may create conflict of interest radic

7(2) No partner or employees of the ExternalStatutory Auditors audit firms shall possess any share of the company they audit at least during the tenure radic

7(3) Representative of External Auditors shall remain present in the AGM radic 8 Maintaining a website by the company 8(1) The company shall have an official website linked with that of the stock exchange radic 8(2) The company shall keep the website functional from the date of listing radic

8(3) The company shall make available the detailed disclosures on its website as required under the listing regulations of the concerned stock exchanges radic

9 Reporting and Compliance of Corporate Governance

9(1) The company shall obtain a certificate from a practicing professional firm on yearly basis regarding compliance of conditions of Corporate Governance and such certificate shall be disclosed in the Annual Report

radic

9(2) The professional who will provide the certificate on compliance of Corporate Governance shall be appointed by the Shareholders in the AGM radic

9(3) The directors of the company shall state in accordance with the Annexure-C attached in the directors report whether the company has complied with these conditions

radic

STxLAnnual Report 2018-2019 39

A Nomination and Remuneration Policy

100 Introduction The Nomination and Remuneration Policy is prepared and adopted in compliance with Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission in view to formulate and recommend proper fair transparent and non-discriminatory nomination and remuneration for the Directors and Top Level Executives of the Square Textiles Ltd The Nomination and Remuneration Policy of Directors and Top Level Executives has been formulated by the Nomination and Remuneration Committee and has been approved by the Board of Directors of Square Textiles Ltd 200 Definitions

ldquoNRC or the Committeerdquo means Nomination and Remuneration Committee

ldquothe Companyrdquo means Square Textiles Ltd

ldquoBoardrdquo means Board of Directors of Square Textiles Ltd

ldquoDirectorrdquo means Member of the Board

ldquoTop Level Executiverdquo means the Managing Director or Chief Executive Officer Additional or Deputy Managing Director Chief Operating Officer Chief Financial Officer Company Secretary Head of Internal Audit and Compliance Head of Administration and Human Resources or equivalent positions and same level or ranked or salaried officials of the company 300 Nomination and Remuneration Committee The Nomination and Remuneration Committee has been constituted by the Board of Directors of the Company as a subcommittee to assist the Board under the Condition No 6 of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission

NRC is independent and responsible or accountable to the Board of Directors and to the Shareholders of Company The NRC consists of the following Non-Executive Director of the Board Name of the Members Position in the

Committee

Mrs Nihad Kabir - Chairman Independent Director Mrs Ratna Patra - Member Director Mr Anjan Chowdhury - Member Director The Terms of Reference of the NRC have been defined and adopted by the Board of Directors of the Company 400 Objective

The objective of the NRC is to oversee assist and guide the Board of Directors-

To formulate the criteria for determining qualifications positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration of Directors and Top Level Executives

To devise policy on Boards diversity taking into consideration of age gender experience ethnicity educational background and nationality

To the appointment fixation of remuneration and removal of Directors and Top Level Executives

To formulate the criteria in respect to evaluate performance of the Independent Director and the Board

To identify the companyrsquos needs for employees at different levels and determine their selection transfer or replacement and promotion criteria

NRC SQUARE TEXTILES Under Condition 6(5)(c)

STxL Annual Report 2018-201940

To develop recommend and review the companyrsquos human resources and training policies

To retain motivate and promote talent and to ensure long term sustainability of talented Top Level Executive and create competitive advantage

To recommend Code of Conduct for the Chairman and other Members of the Board and Managing Director

To Implement and monitor policies and processes regarding principles of corporate governance

500 Nomination and Appointment of Directors and Top Level Executives The committee is responsible to ensure that the procedures for nomination and appointment of Directors and Top Level Executive are taken place in transparent rigorous and non-discriminatory way The committee also responsible to identify and ascertain the combination of age gender educational background experience knowledge ethnicity diversity nationality and other relevant personal values amp attributes for nomination and appointment of Director and Top Level Executives 600 Remuneration for Directors and Top Level Executives The committee shall oversee review and make report with recommendation to the Board the level and composition of remuneration is reasonable and sufficient to attract motivate and retain suitable dependable and skilled Director and Top Level Executive They also consider and review the relationship of remuneration to performance is clear and meets appropriate performance benchmarks remuneration to Director and Top Level Executive involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals

700 Validation of the Policy

This policy on Nomination and Remuneration of Directors and Top Level Executives of the Company has been formulated by the Nomination and Remuneration Committee and has been approved by the Board of Directors of Square Textiles Ltd 800 Amendments to the Policy The Board preserve the rights to amend and review time to time the provisions of the policy depending on the legal and other requirements or for a bona fide purpose

B Evaluation of Performance Evaluation of performance of Directors be carried out through completion of a preset confidential questionnaire andor collective feedback or any other effective criteria adopted by the Board yearly or at such intervals of its work function and performance as may be considered necessary in order to ascertain the effectiveness and to measure the contribution of the Directors as well as the Top Level Executives of the Company

C Activities of the NRC carried out during the reporting period The NRC carried out the following activities in line with Committeersquos Terms of Reference during the reporting period i Reviewed and recommended the Code of

Conduct for the Chairman other Members of the Board and Managing Director

ii Reviewed the Companyrsquos existing policy relating to the remuneration of Directors and Top Level Executives

iii Discussed and decided in regard to formulate the criteria of evaluation of performance of the Board and Independent Directors

iv Reviewed the Companyrsquos existing Human Resource and Training policies

NRC SQUARE TEXTILES Under Condition 6(5)(c)

STxLAnnual Report 2018-2019 41

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seG QDaggermvA iDaggerK ZbwvOumlcybA KDagger`copylc vbjvPiwc eumle rsquovcbv

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nDaggereb|

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GmiddotDaggerPAuml Kwgkb oacuteK GmiddotDaggerPAuml RvZxq ivRmacr daggerevWcopy Ges

Abumlvbuml miKvwi I daggeremiKvwi GDaggerRwYacutecedilDaggerjvDaggerK cOumlwZocircvb Gi

vZAacuteZhellipK umlbR ivq`dagger vZMwvhDaggernm qvbjvPiwc gmicrocopyhvK

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Zcb xiyaŠPdagger

daggerPqvigumlvb

STxL Annual Report 2018-201946

cwiPvjbv clcopy` 1 jv AvMdivide 2018 ZvwiDaggerL Zvi mfvq Rbve

sup3yhbw eDaggervmnw KjvPiwc iquestšZ^ KDaggerbvgni iDvRidagger gG mG

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DwjoslashwLZ

DwjoslashwLZ

Financial Statement 2018-2019

Statement of Financial Position - 54

Statement of Profit or Loss and other Comprehensive Income - 55 Statement of Changes in Equity - 56 Statement of Cash Flows - 57 Basis of Preparation and Presentation - 58 Application of IAS - 58 Employees Benefit Plan - 60 Financial Risk Management - 61 Related Party Transaction - 62 Property Plants and Equipment - 72

Square Texti les Ltd And it Subsidiary

Consolidated

INDEPENDENT AUDITORSrsquo REPORTINDEPENDENT AUDITORSrsquo REPORTTo the shareholders of SQUARE TEXTILES LIMITED

REPORT ON THE AUDIT OF THE CONSOLIDATED amp SEPARATEFINANCIAL STATEMENTS

Opinion

We have audited the Consolidate financial statements of SQUARE TEXTILES LIMITED amp its subsidiary (the ldquoGrouprdquo) as well as the separate financial statements of SQUARE TEXTILES LIMITED (the ldquoCompanyrdquo) which comprise the Consolidated amp Separate Statement of Financial Position as at 30 June 2019 and Consolidated amp Separate Statement of profit or loss amp other Comprehensive Income Consolidated amp Separate Statement of Changes in Equity and Consolidated amp Separate Statement of Cash Flows for the year then ended and notes to the Consolidated amp Separate financial statements including a summary of significant accounting policies and other explanatory information

In our opinion the accompanying consolidated financial statements of the Group amp separate financial statement of the company give a true and fair view in all material respects of the Consolidated amp Separate financial position of the company as at 30 June 2019 and its Consolidated amp Separate financial profit or loss amp other Comprehensive Income and its Consolidated amp Separate cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) the Companies Act 1994 the securities and Exchange Rules 1987 and other applicable laws and regulations

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) Our responsibilities under those standards are further described in the Auditorsrsquo Responsibilities for the Audit of the Consolidated amp Separate Financial Statements section of our report We are independent of the Group amp the Company in accordance with the International Ethics Standards Board for Accountantsrsquo Code of Ethics for Professional Accountants (IESBA code) together with the ethical requirements that are relevant to our audit of the financial statements in Bangladesh and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of most significance in our audit of the financial statement of the current period These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon and we do not provide opinion on these matters

STxL Annual Report 2018-201948

Our response to the risk

RiskRevenue Recognition

See note no 2000 to the Separate financial statements

Revenue recognition has significant and wide influence on financial statements Revenue is recognized when the amounts and the related costs are reliably measured and the performance obligation is complete through passing of control to the customers Revenue from the sale of goods is recognized at the time when the goods are transferred to the buyer the significant risks and rewards of ownership of the goods

We identified revenue recognition as a key audit matter because revenue is one of the key performance indicators of the Company and therefore there is an inherent risk of manipulation of the timing of recognition of revenue by management to meet specific targets or expectations

We focused on the proper cut-off of sales to the Companys customers There is a risk of differences between the timing of invoicing of products and the dispatch of the products

We assessed the appropriateness of revenue recognition accounting policy in line with IFRS 15 Revenue from contracts with customers

Performed walkthroughs to understand the adequacy and the design of the revenue cycle

Tested the internal control over financial reporting we also assessed the existence and accuracy of the sales recorded

Valuation of inventory

See note no 700 to the Separate financial statements

The inventory of Tk 2821819716 at 30 June 2019 held in warehouses and across multiple product lines in factory

In order to carry inventory at the lower of cost and net realizable value management has identified slow moving obsolete and damaged inventories and made adjustments to the carrying value of these items the calculation of which requires certain estimates and assumptions

Evaluating the design and implementation of key inventory controls operating across the factory and warehouse

Testing on a sample basis the stock aging profile expiry dates and the market price used in assessing the net realizable values of inventories to the related supporting documents

Comparing the net realizable value obtained through a detailed review of sales subsequent to the year-end to the cost price of a sample of inventories

Our procedures included the following to assess inventory Valuation

STxLAnnual Report 2018-2019 49

Our response to the riskRiskRevenue Recognition

See note no1400 to the Separate financial statements

The net deferred tax liability totaling Tk 235701174 as at 30 June 2019

Significant judgment is required in relation to deferred tax liabilities as it is dependent on forecasts of future profitability over a number of years

Valuation of Property Plant and Equipment

The carrying value of the PPE amounted to Tk 5374733212 at 30 June 2019 The valuation of PPE was identified as a key audit matter due to the significance of this balance to the financial statements

Expenditures are capitalized if they create new or enhance the existing assets and expensed if they relate to repair or maintenance of the assets Classification of the expenditures involves judgment The useful lives of PPE items are based on managementrsquos estimates regarding the period during which the asset or its significant components will be used The estimates are based on historical experience and market practice and take into consideration the physical condition of the assets

We assessed whether the accounting policies in relation to the capitalization of expenditures are in compliance with IFRS and found them to be consistent

We obtained a listing of capital expenditures incurred during the year and on a sample basis checked whether the items were procured based on internal purchase order that had been properly approved by the responsible individuals

We inspected a sample of invoices and LC documents to determine whether the classification between capital and operating expenditure was appropriate

Our audit included the following proce-dures

We checked deferred tax expenses and liabilities in the financial statements and compare them with the Companyrsquos calculation and records

We obtained an understanding evaluated the design and tested the operational effectiveness of the companyrsquos key controls over the recognition and measurement of deferred tax liabilities and the assumptions used in estimating the companyrsquos future taxable income

We involved tax specialists to assess key assumptions controls recognition and measurement of deferred tax liabilities

We also assessed the appropriateness of presentation of disclosures against IAS-12 income tax

We additionally carried out the following substantive testing for this item

STxL Annual Report 2018-201950

Other MatterOur opinion have been made on the consolidated financial statement of Square Textiles Limited and subsidiary company Square Texcom Limited as at and for the year ended June 30 2019 is audited by Chowdhury Bhattacharjee amp Co Chartered Accountant on October 01 2019 and provided un qualified opinion

Other Information Management is responsible for the other information The other information comprises the information included in the annual report but does not include the financial statements and our auditorrsquos report thereon The Annual Report is expected to be made available to us after the date of this auditorsrsquo report Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon In connection with our audit of the consolidated amp separate financial statements our responsibility is to read the other information and in doing so consider whether the other information is materially inconsistent with the consolidated amp separate financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated Our opinion on the consolidated amp separate financial statements does not cover the other information and we do not express any form of assurance conclusion thereon

Our response to the riskRiskRevenue Recognition

See note no1400 to the Separate financial statements

See note no 314 to the Separate financial statements

Merger with Square Yarns Limited

As per verdict of High Court company matter no 165 of 2018 Square Yarns Limited a private limited company incorporated under Companies Act 1994 has merged with Square Textiles Ltd from January 01 2019

We obtained the order of Honorable High Court amp the Scheme of amalgamation approved by the High Court for this merger We obtained the audited financial statements of Square Yarns Limited for the period ended December 31 2018 We checked whether the carrying amount of Square Yarns Limited has merged with the financial statement of SQUARE TEXTILES LIMITED as at June 30 2019

We evaluated whether the useful lives determined and applied by the management were in line with historical experience and the market practice

We checked whether the depreciation of PPE items was commenced timely by comparing the date of the reclassification from capital in progress to ready for use with the date of the act of completion of the work

STxLAnnual Report 2018-2019 51

Responsibilities of Management and Those Charged with Governance for the Consolidated amp Separate Financial Statements and Internal ControlsManagement is responsible for the preparation and fair presentation of the Consolidated amp Separate financial statements of the Group amp also separate financial statement of the Company in accordance with IFRSs the Companies Act 1994 the Securities and Exchange Rules 1987 and other applicable laws and regulations and for such internal control as management determines is necessary to enable the preparation of Consolidated amp Separate financial statements that are free from material misstatement whether due to fraud or error The companies Act 1994 require the management to ensure effective internal audit internal control and risk management factions of the companyIn preparing the financial statements management is responsible for assessing the Grouprsquos amp the companyrsquos ability to continue as a going concern disclosing as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations or has no realistic alternative but to do soThose charged with governance are responsible for overseeing the Grouprsquos amp the companyrsquos financial reporting process

Auditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether the Consolidated amp Separate financial statements as a whole are free from material misstatement whether due to fraud or error and to issue an auditorrsquos report that includes our opinion Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists Misstatements can arise from fraud or error and are considered material if individually or in the aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated amp Separate financial statements

As part of an audit in accordance with ISAs we exercise professional judgment and maintain professional skepticism throughout the audit We also

Identify and assess the risks of material misstatement of the Consolidated amp Separate financial statements whether due to fraud or error design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion forgery intentional omissions misrepresentations or the override of internal control

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in circumstances

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management

Conclude on the appropriateness of managementrsquos use of the going concern basis accounting and based on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Grouprsquos amp the Companyrsquos ability to continue as a going concern If we conclude that a material uncertainty exists we are required to draw attention in our auditorrsquos report to the related disclosures in the Consolidated amp Separate financial statements or if such disclosers are inadequate to modify our opinion Our conclusions are based on the audit evidence obtained up to the date of our auditorrsquos report However future events or conditions may cause the company to cease to continue as a going concern

bull

bull

bull

bull

STxL Annual Report 2018-201952

Place DhakaDated October 27 2019

Evaluate the overall presentation structure and content of the Consolidated amp Separate financial statements including the disclosures and whether the Consolidated amp Separate financial statements represent the underlying transactions and event in a manner that achieves fair presentation

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the Consolidated amp Separate financial statement we are responsible for the direction supervision and performance of the group audit We solely responsible for our audit opinion

We communicate with those charged with governance regarding among other matters the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable related safeguards

From the matters communicated with those charged with governance we determine those matters that were of most significance in the audit of the Consolidated amp Separate financial statements of the current period and are therefore the key audit matters We describe these matters in our auditorrsquos report unless law or regulation precludes public disclosure about the matter or when in extremely rare circumstances we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication

Report on other Legal and Regulatory Requirements In accordance with the Companies Act 1994 and the Securities and Exchange Rules 1987 and relevant notifications issued by Bangladesh Securities and Exchange Commission we also report that

bull

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of accounts records and other statutory books as required by law have been kept by the company so far as it appeared from our examinations of those books and proper returns adequate for the purpose of our audit have been received from branches not visited by us

The statement of Consolidated amp Separate Financial Position Consolidated amp Separate Statement of profit or loss amp other Comprehensive Income and Consolidated amp Separate Statement of Changes in Equity and Consolidated amp Separate Statement of Cash Flows of the Company dealt with by the report are in agreement with the books of account and returns

The expenditure was incurred for the purpose of the Companyrsquos business

a)

b)

c)

d)

bull

STxLAnnual Report 2018-2019 53

Ahmed Zaker amp Co Chartered AccountantsAKM Mohitul Haq FCASenior Partner

Consolidated

SQUARE TEXTILES LIMITEDConsolidated Statement of Financial PositionAs at June 30 2019

ASSETS

NON-CURRENT ASSETS 6794125077 5850815043Property Plant amp Equipment- Carrying Value 400 6013100252 4369283667Capital Work In Progress 500 724741065 1425247616Goodwill 600 56283760 56283760

CURRENT ASSETS 6834205533 5708002400Inventories 700 3108769448 2117499335Accounts Receivable 800 3254869758 2537386382Advances Deposits amp Prepayments 900 289933615 457007961Cash amp Cash Equivalents 1000 180632712 596108722

TOTAL ASSETS 13628330610 11558817443

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 7498757447 7444414383Share Capital 1100 1972520000 1878590480Retained Earnings 1200 5526237447 5565823903

NON CONTROLLING INTEREST 1300 14938707 23924714

NON-CURRENT LIABILITIES Deferred Tax Liability 1400 279327185 222054637

CURRENT LIABILITIES amp PROVISIONS 5835307271 3868423709Short Term Bank Loan (Secured) 1500 3370859633 3416687761Creditors amp Other Payables 1600 71576651 131402995Liabilities for Others Finance 1700 145174138 136623950Short Term Loan 1800 2168788505 1385741Provision for Income Tax 1900 78908344 182323262 TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 13628330610 11558817443 NET ASSET VALUE PER SHARE (RESTATED) 3802 3774

STxL Annual Report 2018-201954

Particulars Note June 302018Taka

June 302019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SALES REVENUE 2000 10562041464 9411869563

Cost of Goods Sold 2100 (9425402349) (8443275210)

GROSS PROFIT 1136639115 968594353

Administrative Overhead 2200 (278901489) (286279858)

Selling and Distribution Overhead 2300 (15559867) (10055542)

PROFIT FROM OPERATIONS 842177759 672258953

Finance Cost 2400 (280059922) (107733800)

Non-Operating Income 12790260 5181890

PROFIT BEFORE WPPF amp WF 574908097 569707043

Allocation for WPPF amp WF 2500 (27376576) (27128907)

PROFIT BEFORE TAX 547531521 542578136

Provision for Tax (Current) 2600 (59896768) (64328453)

Provision for Tax (Deferred) 2700 (57272548) (18777387)

Profit After Tax for The Period 430362205 459472296

Non-Controlling Interest (1338236) (2416813)

Net Income for the Period 429023969 457055483

EARNINGS PER SHARE (EPS)- RESTATED 2800 218 232

SQUARE TEXTILES LIMITEDConsolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended June 30 2019

STxLAnnual Report 2018-2019 55

Particulars Note 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SQUARE TEXTILES LIMITEDConsolidated Statement of Changes in EquityFor the Year Ended June 30 2019

Share Retained Total Capital Earnings Balance as at June 30 2018 1878590480 5565823903 7444414383 Net Profit for the Year Ended June 30 2019 - 429023969 429023969 Adjustment of Non controlling Interest - 1037191 1037191 Cash Dividend for 2017-18 - (375718096) (375718096)Stock Dividend for 2017-18 93929520 (93929520) - Balance As at June 30 2019 1972520000 5526237447 7498757447 Tk

Particulars

For the Year Ended June 30 2018

Share Retained Total Capital Earnings Balance as at June 30 2017 1789133790 5556051868 7345185658 Net Profit for the Year Ended June 30 2018 - 457055483 457055483 Cash Dividend for 2016-17 - (357826758) (357826758)Stock Dividend for 2016-17 89456690 (89456690) - Balance As at June 30 2018 1878590480 5565823903 7444414383 Tk

Particulars

STxL Annual Report 2018-201956

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 9844558088 8805485201Exchange Fluctuation Gain (Realization from Transection) 6599666 3498975Receipts from Other Income 1947315 597793Total Receipts 9853105069 8809581969 Payments to Suppliers (8135939006) (6378230512)Paid for Operating amp Non-operating Expenses (2084602173) (2194327758)Interest Expenses Paid (240448525) (83330142)Income Tax Paid (58842458) (101025851)Total Payments (10519832162) (8756914263) Net Cash Generated (Used in) from Operating Activities (666727093) 52667706 CASH FLOWS FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant amp Equipment (1444563624) (1418810057)Paid for Non controlling Interest for Merger of SYL (9287050) -Net Cash Generated (Used in) from Investing Activities (1453850674) (1418810057) CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (45828128) 1477139998Short Term Loan from (To) Sister Company 2124536378 (21069052)Payment of Dividend (375718096) (357826758) Net Cash Generated (Used in) from Financing Activities 1702990154 1098244188 Increase (Decrease) in Cash amp Cash Equivalents (417587613) (267898163)Net effect of foreign currency translation 2111603 1085122Opening Cash amp Cash Equivalents 596108722 862921763

CLOSING CASH amp CASH EQUIVALENTS 180632712 596108722 Net Operating Cash Flows Per Share(Restated) (338) 027

SQUARE TEXTILES LIMITEDConsolidated Statement of Cash Flows For the Year Ended June 30 2019

STxLAnnual Report 2018-2019 57

Particulars 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SQUARE TEXTILES LIMITEDSQUARE TEXTILES LIMITEDNotes to the Consolidated Financial StatementsAs at and for the year ended June 30 2019

1ESTABLISHMENT AND OPERATIONS

11 LEGAL FORM OF THE ENTERPRISES

Square Textiles Limited (Here in after said as the company) is a public limited company and its subsidiary Square Texcom Limited incorporated with the Registrar of Joint Stock Companies and Firms Dhaka Bangladesh under Companies Act 1913 and Companies Act 1994 respectively The Company is listed with Dhaka Stock Exchange (DSE) amp Chittagong Stock Exchange(CSE)

12 ADDRESS OF REGISTERED OFFICE AND FACTORY OF THE COMPANY

The address of the registered office at Square Centre 48 Mohakhali CA Dhaka -1212 Factory at 1) Saradaganj Kashimpur Gazipur 2) Olipur Habiganj 3) Kathali Valuka Mymensingh

13 NATURE OF BUSINESS

The company owns Six (6) units of spinning mills and a twisting mill Its activities and operations are related with manufacturing and marketing of Yarns

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATERIAL INFORMATION

21 STATEMENT OF COMPLIANCE

The financial statements have been prepared in conformity with the provisions of the Companies Act 1994 The Securities and Exchanges Rules 1987 and other relevant rules and regulations

22 BASIS OF PREPARATION

The financial statements have been prepared in accordance with the going concern principle and historical cost convention The significant accounting policies are set out below

23 STATEMENT ON COMPLIANCE OF INTERNATIONAL ACCOUNTING STANDARDS

The following IASs and IFRSs are applicable for the financial statements for the year under review

IAS 1 Presentation of Financial StatementsIAS 2 InventoriesIAS 7 Statement of Cash FlowsIAS 8 Accounting Policies Changes in Accounting Estimates and ErrorsIAS 10 Events after the Reporting PeriodIAS 12 Income TaxesIAS 16 Property Plant and EquipmentIAS 19 Employee BenefitsIAS 21 The Effects of Changes in Foreign Exchange RatesIAS 23 Borrowing CostsIAS 24 Related Party DisclosuresIAS 33 Earnings per ShareIAS 34 Interim Financial ReportingIAS 36 Impairment of Assets IAS 37 Provisions Contingent Liabilities and Contingent AssetsIFRS 3 Business Combination IFRS 5 Non-Current Assets Held for Sale amp Discontinued OperationsIFRS 7 Financial Instruments DisclosureIFRS 8 Operating SegmentsIFRS 10 Consolidated Financial StatementsIFRS 12 Disclosures of interests in Other EntitiesIFRS 15 Revenue from Contracts with CustomersIFRS 16 Leases

STxL Annual Report 2018-201958

Consolidated

24 GOING CONCERN

As per IAS-1 a company is required to make assessment at the end of each year to assess its capability to continue as going concern The 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 liabilities For this reason the Directors continue to adopt the going concern assumption while the financial statements have been prepared

25 ACCRUAL BASIS

The financial statements have been prepared except cash flow information using the accrual basis of accounting

26 STRUCTURE CONTENTS AND PRESENTATION OF FINANCIAL STATEMENTS

The presentation of the financial statements is in accordance with the guidelines provided by IAS-1 lsquorsquoPresentation of Financial Statementsrdquo A complete set of financial statements comprise

i) Statement of Consolidated Financial Position as at June 30 2019ii) Statement of Consolidated Profit or Loss and other Comprehensive Income for the year ended June 30 2019iii) Statement of Consolidated Changes in Equity for the year ended June 30 2019iv) Statement of Consolidated Cash Flows for the year ended June 30 2019 andv) Notes comprising a summary of significant accounting policies and other explanatory information to the Consolidated Financial Statements for the year ended June 30 2019

27 STATEMENT OF CASH FLOWS

The Statement of Cash Flows is prepared using the direct method as stipulated in International Accounting Standards IAS-7 ldquoStatement of Cash Flowsrdquo

30 PROPERTY PLANT AND EQUIPMENT

As per IAS-16 Property Plant and Equipment are stated at their historical cost less accumulated depreciation No depreciation has been charged on the Freehold Land and on the Capital work in progress Depreciation is charged on all other assets on straight-line method Depreciation of an asset begins when it is available for use ie 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 ceases at the earlier of the date that the asset is classified as held for sale (or included in a disposal group that is classified as held for sale) in accordance with IFRS 5 and the date that the assets are derecognized

Depreciation is computed on the straight-line basis over the estimated useful lives as follows

Factory Building and other Construction

Plant amp Machinery

Laboratory amp other Equipment

Furniture amp Fixture

Motor Vehicles

Electrical Installation

Particulars Useful Life(Years)

20

10-15

5-8

5-8

5

5-8

STxLAnnual Report 2018-2019 59

Consolidated

31 IMPAIRMENT OF ASSET

As per IAS-36 Revenue and Profitability of the company is Consistent and net worth of the company is growing every year that indicates our assets are performing at their highest as per our intended procurement and the summation of the discounted future cash flow from the operation of the assets would be positive if we dispose off those assets at the date of financial reporting But presently we have no intension to dispose off these assets As such we did not consider to recording the impairment lossgain

32 INVENTORIES

As per IAS-2 Inventories comprises of Raw Materials Raw Materials in transit Packing Materials Work in Progress Finished Goods Comber Noil and Spare amp Spare Parts in transit Inventories are valued at the lower of cost and net realizable value Cost comprises invoice value plus applicable handling charges Net realizable value is based on estimated selling price less estimated cost to completion and selling expenses

33 EMPLOYEESrsquo SEPARATION PLAN

Provident Fund

The company has established an approved contributory provident fund scheme A board of trustees wholly administers the fund No part of the fund is included in the asset of the group

Gratuity Fund

The Company operates an unfunded gratuity scheme The Company has applied for recognition of the gratuity fund from National Board of Revenue (NBR) Group Insurance

The group has two group insurance schemes for its permanent employees premium for which is being charged to statement of comprehensive Income

Workerrsquos Profit amp Participation Fund

The company makes a regular allocation of 5 on net profit before tax to these funds and payment is made to the workerrsquos as per provision of Labor Law 2006 chapter-15

34 REVENUE RECOGNITION

As per IFRS-15 Revenue is recognized as control is passed either over time or at a point in time An entity recognizes revenue over time if one of the following criteria is met the customer simultaneously receives and consumes all of the benefits provided by the entity as the entity performs the entityrsquos performance creates or enhances an asset that the customer controls as the asset is created or the entityrsquos performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date

Income refers to increases in economic benefits during the accounting period in the form of inflows or enhancements of assets or decreases of liabilities that result in an increase in equity other than those relating to contributions from equity participants

35 OTHER INCOME

It is recognized when received

36 FOREIGN CURRENCY TRANSACTIONS

As per IAS-21 Transactions in Foreign Currencies are translated into BDT at the rate of exchange ruling on date of transaction Monetary assets and liabilities expressed in foreign currencies are translated into BDT at the rate of exchange ruling at the date of Statement of Financial position

37 BORROWING COSTS

As per IAS-23 Borrowing costs are recognized as expenses in the period in which they incurred and capitalized the same that incurred before commencement of commercial operation

38 FINANCIAL INSTRUMENTS

As per IFRS-7 Financial assets and liabilities are recognized on the Statement of Financial Position when the company has become a party to a contractual provision of the instrument

STxL Annual Report 2018-201960

Consolidated

Receivables

Trade Receivables are stated at their nominal value and considered good No provision has been made for doubtful debt and no amount was written off as bad

Payables

Trade Payables are stated at their nominal value

Due to Due from Related Parties

Due to Due from related parties are stated at nominal value

Borrowings

Interest bearing bank loans and overdrafts are recorded at the proceeds received net of direct issue costs Finance charges are accounted for on an accrual basis

Financial Risk Management

The company has exposures to the following risks its use of financial statements

bull Credit riskbull Liquidity riskbull Market risk

The Board of Directors has overall responsibility for the establishment and oversight of the companyrsquos risk management framework The Board oversees how management monitors compliance with risk management policies and procedures and reviews the adequacy of the risk management framework in relation to risks faced by the group The Board is assisted in its oversight role by Audit Committee Internal audit under the purview of Audit Committee undertakes both regular and adhoc reviews of risk management controls and procedures the results of which are reported to the Audit Committee

Credit Risk

Credit risk is the risk of financial loss to the Company if a buyer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Companys receivable from customers and investment securities The Companys sales are made to renowned RMG Exporting Company Sales made to the entity are fully secured by Letters of Credit issued by local scheduled banks

Liquidity Risk

Liquidity risk is the risk that the Company will unable to meet its financial obligations as they fall due The Companys 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 Companys reputation In general 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 liquidityfund to make the expected payment within due date Moreover the Company seeks to maintain short term lines of credit with scheduled commercial banks to ensure payment of obligations in the event that there is insufficient cash to make the required payment

The requirement is determined in advance through cash flows projections and credit lines facilities with banks are negotiated accordingly

Seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Market Risk

Market Risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the Companys income or the value of its holding of financial instruments The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return

STxLAnnual Report 2018-2019 61

Consolidated

Capital Risk Management

The Companyrsquos objectives when managing capital are to safeguard the Companyrsquos ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Money Laundering

The company considers prevention of money laundering risk not only as a compliance requirement imposed by the law of the country but also as one of its ethical business values

39 LEASE

As per IFRS-16 The entity has no lease So there will be no implication regarding IFRS 16 in this financial year

310 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprises cash in hand bank currents accounts other bank deposits free of encumbrance and having maturity dates of three months or less from respective dates of deposit

311 TAXATION

Income tax expense represents the sum of the tax currently payable and deferred tax

Current Tax

The tax currently payable is based on taxable profit for the year Taxable profit differs from profit as reported in the statement of Comprehensive Income because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible in other years and it further excludes items that are never taxable or deductible The companyrsquos liability for current tax is calculated using tax rates that have been enacted on date of Statement of Financial Position

Deferred Tax

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the balance sheet liability method Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized based on tax rates (and tax laws) that have been enacted by the date of Statement of Financial Position

312 CONTINGENT LIABILITIES AND ASSETS

Current or possible obligations or assets arising from past events and whose existence is due to the occurrence or non-occurrence of one or more uncertain events which are not within the control of the company

313 RELATED PARTY TRANSACTION

The company has some related party transactions in arm length transactions with its sister concern

314 MERGED WITH SQUARE YEARNS LIMITED

As the project of Square Yarns Limited (SYL) is located within the premises of Square Textiles Limited (STxL) at Saradaganj Kashimpur Gazipur the separated operations of various aspects of SYL is a complex one Since STxL holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Board of Directors have recommended for amalgamation under provision of section 228 amp 229 of the Companies Act 1994

STxL Annual Report 2018-201962

Consolidated

The Process of Merger

After approval of Board of Directors and consent of minority shareholders the Honrsquoble High Court Division of the Supreme Court of Bangladesh has sanctioned the scheme of amalgamation of Square Yarns Ltd (SYL) share with Square Textiles Ltd (STxL) on 29th October 2018 The merger has been executed with effect from January 01 2019

Purchase Consideration

Square Textiles Limited holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Compensation of the minority shareholders is based on cash at a book value of shares as on 30 June 2017 subject to approval by the Court of Jurisdiction Honrsquoble High Court Division of the Supreme Court of Bangladesh

IFRS Followed for The Business Combination IFRS-3 (Business Combinations) is mainly followed for the amalgamation of Square Yarns Ltd with Square Textiles Ltd on the basis of equity

As Per Paragraph 5 of ifrs-3 ldquoApplying The Acquisition Method Requires

(a) Identify the acquirer(b) Determining the acquisition date(c) Recognizing and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquire and(d) Recognizing and measuring goodwill or a gain from a bargain purchaserdquo

315 SEGMENT REPORTING

As per IFRS-8 As there is a single business and geographic segment within which the company operates as such no segment reporting is felt necessary

316 EARNINGS PER SHARE

As per IAS-33 Basis Earning per Share (EPS) has been computed dividing the earnings attributable to the weighted average number of the ordinary shares during the period

317 COMPARATIVE FIGURE

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 years financial statements Previous year comparative information of the Statement of Profit or Loss and other Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows are presented as unaudited

318 FINANCIAL YEAR

For this year financial year means July 01 2018 to June 30 2019

319 EVENTS AFTER THE REPORTING PERIOD

As per IAS-10 ldquoEvents after the Reporting Periodrdquo are those events favorable and unfavorable that occur between the end of the reporting period and the date when the financial statements are authorized for issue There are no events after the end of the reporting period

320 CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements comprise the following

1 Square Texcom Limited

321 GENERAL

Figures have been rounded off to the nearest taka as it the reporting currency of these financials

STxLAnnual Report 2018-2019 63

4 PROPERTY PLANT amp EQUIPMENT TK 6013100252 Details of Property Plant amp Equipment and Depreciation as at June 30 2019 are shown in the annexed schedule-01 Depreciation for the year charged to Factory Overhead (Note-213) The break-up of the balances are depicted below Fixed Assets at Cost Opening Balance 8813079842 8561946086Addition during the Year 2160369578 265969327Sale Obsolete during the Year (230522431) (14835571)Closing Balance(Cost) 10742926989 8813079842

Accumulated Depreciation Opening Balance 4443796175 4047294966Charged during the Year 501253590 409249836Adjustment for saleObsolete (215223028) (12748627) 4729826737 4443796175

Carrying Value 6013100252 4369283667

5 CAPITAL WORK IN PROGRESS TK 724741065

Opening Balance 1425247616 270319942 Addition during the Year 673620883 1379859210 Transfer to Property Plant amp Equipment (1374127434) (224931536)Closing Balance (Cost) 724741065 1425247616

6 GOODWILL TK 56283760

Investment in Square Texcom Ltd 65783760 65783760(For 95000 shares of Square Texcom Ltd) Less Face Value of the Shares 9500000 9500000 56283760 562837607 INVENTORIES TK 3108769448 Stocks of Raw Materials 2860338753 1851301619Raw Materials 2345843023 1316945017Raw Materials In Transit 125670959 253946100Packing Materials 19545342 13842823Work - in - process 158585990 73007237Finished Goods 210693439 193560442

Stocks of Spares 248430695 266197716Spares at Store 241210310 239896287Spares in Transit 7220385 26301429

3108769448 2117499335

The basis of valuation is stated in Note -3(2) Carrying amount of inventories pledged as security No segmentation of stock is required because of homogenous materials and process

Tk

Tk

Tk

STxL Annual Report 2018-201964

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

8 ACCOUNTS RECEIVABLES TK 3254869758

This represents invoice value of goods delivered to customer This is considered good and collectible

Aging of the above balance is as follows Below 60 days 1510695509 1043624024 Within 61-120 days 1269408592 1194206454Above 120 days 474765657 299555904 3254869758 2537386382 a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person b) The carrying amount of Trade Debtors pledged as security

c) Accounts Receivable is secured considered as good and is falling due within one year Classification schedule as required by Schedule XI of Companies Act 1994

Tk

9 ADVANCES DEPOSITS amp PREPAYMENTS TK 289933615This is made up of the followings

Advances and Prepayments 207243631 375973570Income Tax 48571895 153041124Salary amp PF Current account 1184000 2244602 Other Expenses 22817327 21702776 Contractor amp Suppliers 134670409 198985068

Deposits 82689984 81034391 Security Deposit 73803648 70924398 Margin on Bank Guarantee 8886336 10109993

Tk 289933615 457007961

(a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person (b) There was no amount was due by the associated undertaking (c) The advances amp deposits considered good amp recoverable

10 CASH amp CASH EQUIVALENTS TK 180632712

This is made up of the followings

Cash in Hand 5885341 7535794Cash at Bank 174747371 588572928 Tk 180632712 596108722

Foreign currency account balances have been converted to Taka at the ruling rate at the reporting date

11SHARE CAPITAL TK 1972520000This is made up of the followings

Authorized300000000 Ordinary Shares of Tk 1000 each 3000000000 3000000000

Issued Subscribed and Paid up 1972520000 1878590480(197252000 Ordinary Shares of Tk 1000 each fully Paid up)

STxLAnnual Report 2018-2019 65

Particulars June 302018Taka

June 302019Taka

Tk

Distribution schedule of each class of equity security setting out the number of holders and percentage as on June 30 2019

Less than 500 shares500 to 5000 shares5001 to 10000 shares10001 to 20000 shares20001 to 30000 shares30001 to 40000 shares40001 to 50000 shares50001 to 100000 shares100001 to 1000000 sharesOver 1000000 shares

As per FolioNo of holders Holdings No of holders Holdings

Range of Holdings As per BO ID Total shareHolding In

Total

1081471 6162011 3060520 35435471871659

1468145 898718

3076833 14476740 94723423

130363067

1387525 6467477 3119367 3601999 1926137 1533907 1039509 3416526

16907255 157852298197252000

070328158183098078053173857

8003 10000

306054 305466

58847 58452 54478 65762

140791 339693

2430515 63128875 66888933

89703762

439255

784320455211

13675

3464268

84223459

3769

13 NON CONTROLLING INTERESTTK 14938707

5000 shares of Tk 100 at par of Square Yarns Limited 500000 5000005000 shares of Tk 100 at par of Square Texcom Ltd 500000 500000Shares of Accumulated Profit 24262948 22924714Adjustment of Non controlling Interest of SYL (1037191) -Paid to NCI for Merger of SYL (9287050) - 14938707 23924714

(a) This represents the minority share holdings in Square Yarns Limited and Square Texcom Ltd as on June 30 2019

(b) Voting power is not different with proportion of ownership interest The company is using equity method of accounting in preparation of consolidated financial statements

12 RETAINED EARNINGS TK 5526237447Opening Balance 5565823903 5556051868Add Surplus for the Year 429023969 457055483Adjustment of Non controlling Interest 1037191 -Less Cash Dividend paid during the Year (375718096) (357826758)Less Appropriation for stock dividend (93929520) (89456690) 5526237447 5565823903

Shareholders Group Number of Investors Number of Shares

SponsorsDirectors 7 121959707 62 62Foreign Investors 5 6572330 3 6 Institutions 238 41857739 21 19 General Public 17194 26862224 14 13Total 17444 197252000 100 100

Percentageof ShareHolding

2018-2019

Percentageof ShareHolding

2017-2018

The position of shareholders as on June 30 2019 is as follows

STxL Annual Report 2018-201966

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

14 DEFERRED TAX LIABILITY TK 279327185

Opening Balance 222054637 203277250Deferred tax Liabilities 57272548 18777387Closing Balance Tk 279327185 222054637

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

A) Deferred Tax Liability is Arrived at as Follows Carrying Value of Depreciable Fixed Assets 5332662371 3692397786Less Tax Base Carrying Value (3470481142) (2212033539)Taxable Temporary Difference 1862181229 1480364247Tax Rate 1500 1500Closing Deferred Tax Liability 279327185 222054637Less Opening Deferred Tax Liability (222054637) (203277250)Deferred Tax (Income) Expense 57272548 18777387

15 SHORT TERM BANK LOAN (SECURED) TK 3370859633Bank Overdraft 72936 5569544Revolving Loan 800000000 - Loan ag Export Bill Discount 616960527 -LC Liabilities 1953826170 3411118217 3370859633 3416687761

These short term loans are secured against hypothecation of Stock and Accounts Receivable 16 CREDITORS amp OTHER PAYABLES TK 71576651

Creditors amp Other Payables 71576651 131402995 71576651 131402995

This represents amount payable to regular suppliers of packing materials utilities and other services rendered to the company All suppliers were paid on a regular basis

17 LIABILITIES FOR OTHER FINANCE TK 145174138 This is made up of the followings Retention Money 305299 1781837WPPF amp Other Fund 23608002 27128907Provision for Gratuity 34989040 -Others 86271797 107713206 145174138 13662395018 SHORT TERM LOAN TK 2168788505

Loan from Square Pharma Ltd 2168788505 1385741 2168788505 138574119 PROVISION FOR INCOME TAX TK 78908344 Opening Balance 182323262 368938056Adjustment with Advance Tax (163311686) (250943247)Current Year Provision 59896768 64328453Closing Balance 78908344 182323262

Tk

Tk

Tk

Tk

Tk

STxLAnnual Report 2018-2019 67

Particulars June 302018Taka

June 302019Taka

212 PACKING MATERIAL CONSUMED TK 101236647 This is arrived as follows Opening Stock 13842823 12055558 Purchase during the Year 106939166 87061457 Available for Production 120781989 99117015Closing Stock (19545342) (13842823) Packing Material Consumed Tk 101236647 85274192

21 COST OF GOODS SOLD TK 9425402349 This is arrived as follows Raw Materials Consumed (Note-211) 7070621165 6171179917Packing Materials Consumed (Note-212) 101236647 85274192 Factory Overhead (Note- 213) 2356256287 2221310872Cost of Goods Manufactured 9528114099 8477764981Work-In-Process (Opening) 73007237 86734976Work-In-Process (Closing) (158585990) (73007237)Cost of Production 9442535346 8491492720Finished Goods (Opening) 193560442 145342932Finished Goods (Closing) (210693439) (193560442) Cost of Goods Sold Tk 9425402349 8443275210

211 RAW MATERIAL CONSUMED Tk 7070621165

This is arrived as follows In Quantity(KG) Opening Stock 7070326 6531416Purchase during the year 51265791 35080079Raw Materials Available for Consumption 58336117 41611495Closing Stock (15154635) (7070326)Raw Materials Consumed 43181482 34541169

In Taka Opening Stock 1316945017 1244686448Purchase during the year 8099519171 6243438486Raw Materials Available for Consumption 9416464188 7488124934Closing Stock (2345843023) (1316945017)Raw Materials Consumed 7070621165 6171179917

Kg

Tk

20 SALES TK 10562041464 Sales Comprises the following In Quantity(KG) Opening Stock 808992 666112Production during the Year 39856706 31481902Available for Sale 40665698 32148014Closing Stock (840909) (808992)Sales during the year Kg 39824789 31339022(To be accounted for as follows) Sales Accounted as followsIn Quantity(KG) Export Sale of Yarns 39824789 31339022 Kg 39824789 31339022In Taka Export Sale of Yarns 10562041464 9411869563 10562041464 9411869563

STxL Annual Report 2018-201968

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

22 ADMINISTRATIVE OVERHEAD TK 278901489

Salary and Allowances 127661897 141801588Directors Remuneration 39316356 35765796Travelling amp Conveyance 875255 930008Overseas Travelling 55286736 51503344Recruitment amp Training Expenses 498034 548760Head Office Employees Free Lunch 1472058 1778361Uniform amp Liveries 170150 168681Printing Expenses 476287 379397Stationery Expenses 142076 634027Software amp Hardware Support Expenses 2679046 2847923Postage Telephone Fax amp Telex 452586 407523Electricity Gas amp Water 3577711 2951569Office Consumable Expense 2484432 3200268Rental Expenses 13212862 11635064Vehicles Running amp Maintenance 10380545 13418692Medical Expenses 792936 485121Group Insurance 455249 427134Bank Charges amp Commission 3399622 1278364Fees amp Subscription 9893562 12610740Security Service 463185 537654Govt Tax Stamp Duty amp Licence Fees 3046677 1015306Annual General Meeting Expenses 1390277 1536628Audit Fees 773950 417910Total 278901489 286279858

a) Audit Fees represent auditors remuneration for audit of the Companys Financial Statementsfor the Year ended

213 FACTORY OVERHEAD TK 2356256287 Factory Wages Salary amp Allowances 858697343 721061616Travelling amp Conveyance 303860 168814Overseas Travelling 430311 82096Recruitment amp Training Expenses 107340 60669Printing Expenses 289027 257551Stationery Expenses 1743673 1556240Software amp Hardware Support Expenses 2817058 3358793Production Workers Free Lunch 3921416 4370361Uniform amp Liveries 363556 256197Fuel Petrol Light Diesel etc 58514173 137707049Electricity Gas amp Water 625396587 606226179Factory Consumable Expense 52190712 63676776Medical Expenses 1404636 815060Repairs amp Maintenance of Vehicles 15119637 16962558Papers Books and Periodicals 62070 22790Industrial All Risk Insurance Premium 18468167 12565314Postage Telephone Fax amp Telex 352700 219889GovtTax VAT amp License Fees 3566683 3668859Security Services 18619132 19165867Spare Parts - Machinery 191323654 218588963Group Insurance 1310962 1269395Depreciation (Schedule-1) 501253590 409249836Total 2356256287 2221310872

STxLAnnual Report 2018-2019 69

Particulars June 302018Taka

June 302019Taka

24 FINANCE COST TK 280059922This is arrived as follows Interest on Short Term Loan 280059922 107733800 Tk 280059922 107733800 Interest expenses is derived from short-term loan and is recognized on an accrual basisThe finance cost includes no interest on any sort of borrowing from directors including managing director and managers

25 ALLOCATION FOR WPPF amp WF Tk 27376576 27128907

This represents 5 of Net Income before Tax after charging the allocation as per provisions of the Labour Law 2016

26 PROVISION FOR INCOME TAX Tk 59896768 64328453

This represents estimated Income Tax on Net Profit for the year and adjustment any shortexcess provision for prior years

27 PROVISION FOR DEFERRED TAX Tk 57272548 18777387

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

28 EARNING PER SHARE (EPS) The Computation is given below

Earning attributable to Ordinary Sharesincluding other income 429023969 457055483Number of Ordinary shares 197252000 197252000 Earnings Per Share 218 232

281 NET ASSET VALUE (NAV) PER SHARE

The Computation is given below

Equity Attributable to the Owners of the Company 7498757447 7444414383Number of Ordinary shares 197252000 197252000 Net Asset Value (NAV) Per Share 3802 3774

23 SELLING amp DISTRIBUTION OVERHEAD TK 15559867 This is arrived as follows Export Sale Expenses 11161969 8229821Loading amp Unloading 4397898 1825721Total Tk 15559867 10055542

STxL Annual Report 2018-201970

Particulars June 302018Taka

June 302019Taka

282 NET OPERATING CASH FLOWS PER SHARE (NOCFPS) The Computation is given below

Net Cash Generated (Used in) from Operating Activities (666727093) 52667706Number of Ordinary shares 197252000 197252000

Net Operating Cash flows per Share (NOCFPS) (338) 027

283 RECONCILIATION OF NET PROFIT WITH CASH FLOWS FROM OPERATING ACTIVITIES

The Computation is given below

Profit After Tax 429023969 457055483 Adjustment to reconcile net profit to net cashprovided by operating activities

Non-cash Expenses 558526138 428027223Depreciation 501253590 409249836Deferred Tax 57272548 18777387

Non-Operating Items 42093017 2400194Interest Expenses (Income) on Sister Company Loan 41829193 1068503Net effect of foreign currency translation (2111603) (1085122)Profit Ratio of Non controlling Interest 1338236 2416813Adjustment of Non controlling Interest 1037191 - Changes in working Capital (1696370217) (834815194)(Increase)Decrease in Inventories (991270113) (153594840)(Increase)Decrease in Accounts Receivable (717483376) (606384362)(Increase)Decrease in Advances Deposits amp Prepayments 167074346 126066301Increase(Decrease) in Creditors amp Other Payables (59826344) 14323924Increase(Decrease) in Liabilities for Others Finance 8550188 (28611423)Increase(Decrease) in Income Tax Payable (103414918) (186614794) Net Cash Generated (Used in) from Operating Activities (666727093) 52667706

STxLAnnual Report 2018-2019 71

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

STxL Annual Report 2018-201972

Prop

erty

Pla

nt a

nd E

quip

men

t - T

k 6

013

100

252

Sche

dule

-01

C O

S T

D E P

R E

C I A

T I O

N

Durin

g the

Per

iod

Durin

g the

Per

iod

PART

ICUL

ARS

Bala

nce

as at

July

01 2

018

Bala

nce a

s at

June

30 2

019

Writt

enDo

wn V

alue

as at

June

30

2019

Bala

nce

as at

July

01 2

018

Bala

nce a

s at

June

30 2

019

Addi

tions

Sale

sOb

sole

tes

Cha

rged

Adj

ustm

ents

SQU

ARE

TEX

TILE

S LI

MIT

EDCo

nsol

idat

ed S

ched

ule

of P

rope

rty

Pla

nt a

nd E

quip

men

t

As

at Ju

ne 3

0 2

019

As

at Ju

ne 3

0 2

018

88

130

798

42 2

160

369

578

(230

522

431

) 1

074

292

698

9 44

437

961

75 5

012

535

90 (2

152

230

28)

47

298

267

37 6

013

100

252

676

885

881

9

472

788

12

474

427

325

2

384

768

8 6

088

776

531

3

117

910

2

564

086

46

49

145

684

188

592

441

1

614

917

1 1

592

141

4 4

593

161

-

5

347

200

6 5

050

800

1

316

308

4

293

919

3

802

145

35

520

00

319

673

629

2

148

335

-

1

669

654

628

1

580

827

5 7

981

379

7 -

27

947

933

26

677

70

86

853

25

276

511

2

300

000

1

215

646

-

1

233

082

5

600

00

24

832

647

680

437

881

1

266

952

441

4

765

756

60

23

847

688

75

442

557

10

18

926

185

336

222

443

4

914

568

4 2

003

253

74

18

684

959

24

606

739

48

696

72

23

000

00

54

687

652

50

508

00

25

493

90

48

539

19

28

634

792

-

42

437

013

22

918

544

742

395

3

728

576

57

276

580

2

210

007

5 2

454

096

2

806

484

9 1

762

281

5

809

31

625

432

5

476

2 2

680

183

1

743

58

238

941

3

919

65

28

935

28

-

454

329

005

2

201

213

10

22

610

362

36

038

969

64

26

315

15

202

678

029

2

706

266

2 1

294

293

13

13

798

877

14

630

980

38

926

57

54

762

19

586

160

39

488

52

14

873

52

39

058

71

57

620

66

680

437

881

8

126

234

36

256

454

350

1

237

326

3

940

358

746

1

629

467

0 1

335

444

14

22

083

022

70

896

061

48

860

82

99

757

59

977

015

2

245

238

3

510

149

2 1

101

948

1

062

038

9

480

48

22

872

726

- -

-

-

(203

264

442

) -

-

-

(1

182

660

4) (1

319

82)

-

-

-

-

-

-

-

-

-

411

891

992

1

972

027

66

21

867

967

34

343

037

49

23

549

35

180

577

954

2

460

856

6 1

131

910

68

12

168

578

14

050

049

32

672

25

-

16

905

977

37

744

94

12

484

11

35

139

06

28

685

38

- -

-

-

(214

175

449

) -

-

-

(1

621

500

0) (1

319

82)

-

-

-

-

-

-

-

-

85

619

460

86

265

969

327

(1

483

557

1) 8

813

079

842

4

047

294

966

409

249

836

(12

748

627)

44

437

961

75 4

369

283

667

Land

amp La

nd D

evel

opm

ent

Build

ing-

Fact

ory amp

Util

ityBu

ildin

g-Ot

hers

Shed

sPl

ant amp

Mac

hine

ryLa

bora

tory

Equi

pmen

tEle

ctric

al In

stall

ation

Gas L

ine

Inst

allati

onM

otor

Veh

icles

Office

Equi

pmen

tFu

rnitu

re amp

Fixt

ure

Com

pute

rSo

ftwar

eBo

unda

ry W

allDe

ep Tu

be-W

ell

Safe

ty amp

Secu

rity E

quipm

ent

Commu

nicatio

n and

Netwo

rk Equi

pment

Othe

r Ass

ets

Financial Statement 2018-2019

Statement of Financial Position - 74

Statement of Profit or Loss and other Comprehensive Income - 75 Statement of Changes in Equity - 76 Statement of Cash Flows - 77 Basis of Preparation and Presentation - 78 Application of IAS - 78 Employees Benefit Plan - 80 Financial Risk Management - 81 Related Party Transaction - 82 Property Plants and Equipment - 95

Square Texti les Ltd

Standalone

Standalone

SQUARE TEXTILES LIMITEDStatement of Financial PositionAs at June 30 2019

ASSETS

Non-Current Assets 6557711203 4994687046Property Plant amp Equipment- Carrying Value 04 5374733212 3001819096Capital Work In Progress 05 693644112 1408534071Investment - Long Term (At Cost) 06 489333879 584333879

Current Assets 6396837207 4430793243Inventories 07 2821819716 1478552169Accounts Receivable 08 2993583494 1999834667Advances Deposits amp Prepayments 09 264470342 391186509Short Term Loan 10 161617019 123843099Cash amp Cash Equivalents 11 155346636 437376799

TOTAL ASSETS 12954548410 9425480289

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 7224422027 5386033532Share Capital 12 1972520000 1878590480Retained Earnings 13 5251902027 3507443052

Non-Current Liabilities 235701174 128579505 Deferred Tax Liability 14 235701174 128579505

Current Liabilities amp Provisions 5494425209 3910867252Short Term Bank Loan (Secured) 15 3055112511 2897754665Creditors amp Others Payable 16 64229574 79467584Liabilities for Other Finance 17 135543502 116974941Short Term Loan 18 2168788505 724638161Provision for Income Tax 19 70751117 92031901

TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 12954548410 9425480289

Net Asset Value Per Share (Restated) 3663 2731

STxL Annual Report 2018-201974

Particulars Note June 302018Taka

June 302019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Standalone

SQUARE TEXTILES LIMITEDStatement of Profit or Loss and other Comprehensive IncomeFor the Year Ended June 30 2019

SALES REVENUE 20 8896244091 6367124698

Cost of Goods Sold 21 (7944893270) (5695595049)

GROSS PROFIT 951350821 671529649

Administrative Expenses 22 (241149856) (221509044)

Selling and Distribution Expenses 23 (12351542) (5834014)

PROFIT FROM OPERATIONS 697849423 444186591

Finance Cost 24 (254157870) (86090059)

Non-Operating Income 25 14014592 7350278

PROFIT BEFORE WPPF amp WF 457706145 365446810

Allocation for WPPF amp WF 26 (21795531) (17402229)

PROFIT BEFORE TAX 435910614 348044581

Provision for Tax (Current) 27 (35860653) (38200677)

Provision for Tax (Deferred) (53587981) (18929976)

PROFIT AFTER TAX FOR THE YEAR 346461980 290913928

(Transferred to the Statement of Changes Equity)

Earning Per Share (EPS)-Restated 28 176 147

STxLAnnual Report 2018-2019 75

Particulars Notes 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

SQUARE TEXTILES LIMITED

Statement of Changes in EquityFor the Year Ended June 30 2019

Tk

Particulars

For the Year Ended June 30 2018

Standalone

Share Retained Total Capital Earnings

Balance as at June 30 2017 1789133790 3663812572 5452946362

Net Profit for the Year ended June 30 2018 - 290913928 290913928

Cash Dividend for the Year 2016-17 - (357826758) (357826758)

Stock Dividend for the Year 2016-17 89456690 (89456690) -

Balance As at June 30 2018 1878590480 3507443052 5386033532 Tk

Particulars

1878590480

-

-

93929520

-

1972520000

3507443052

346461980

(375718096)

(93929520)

1867644611

5251902027

5386033532

346461980

(375718096)

-

1867644611

7224422027

Balance as at June 30 2018

Net Profit for the Year Ended June 30 2019

Cash Dividend for 2017-18

Stock Dividend for 2017-18

Balance from Amalgamation of SQUARE Yarns Ltd

Balance As at June 30 2019

ShareCapital

RetainedEarnings Total

STxL Annual Report 2018-201976

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

SQUARE TEXTILES LIMITEDStatement of Cash FlowsFor the Year Ended June 30 2019

CASH FLOWS FROM OPERATING ACTIVITIES RECEIPTS Receipts from Sales Revenue 8164635258 5711888809Exchange Fluctuation Gain (Realization from Transection) 5569550 2793756 Receipts from Other Income 1928212 523971Total Receipts 8172133020 5715206536 PAYMENTS Payments to Suppliers (6883680753) (4333405344) Paid for Operating and Non-operating Expenses (1710317564) (1569169828) Interest Expenses (214195591) (60997318) Income Tax (50318547) (43108098) Total Payments (8858512455) (6006680588) Net Cash Generated (Used in) from Operating Activities (686379435) (291474052) CASH FLOW FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant amp Equipment (1423584303) (1341726034)Paid for Non controlling Interest for Merger of SYL (9287050) - Net Cash Generated (Used in) from Investing Activities (1432871353) (1341726034)

CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (29219532) 1367067706Short Term Loan from (To) Sister Company 2176613443 687639278Payment of Dividend (375718096) (357826758)

Net Cash Generated (Used in) from Financing Activities 1771675815 1696880226 Increase (Decrease) in Cash amp Cash Equivalents (347574973) 63680140Net effect of foreign currency translation 1834630 613204Opening Cash amp Cash Equivalents 437376799 373083455Cash Balance of SYL from Merger 63710180 - CLOSING CASH amp CASH EQUIVALENTS Tk 155346636 437376799

Net Operating Cash flows per Share (Restated) (348) (148)

Standalone

STxLAnnual Report 2018-2019 77

Particulars 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Standalone

SQUARE TEXTILES LIMITEDSQUARE TEXTILES LIMITEDNotes to the Separate Financial StatementsAs at and for the year ended June 30 2019

1ESTABLISHMENT AND OPERATIONS

11 LEGAL FORM OF THE ENTERPRISES

Square Textiles Limited (Here in after said as the company) is a public limited company incorporated with the Registrar of Joint Stock Companies and Firms Dhaka Bangladesh under Companies Act 1913 The principal activities of the company are described in notes 13

12 ADDRESS OF REGISTERED OFFICE AND FACTORY OF THE COMPANY

The address of the registered office at Square Centre 48 Mohakhali CA Dhaka -1212 Factory at Saradaganj Kashimpur Gazipur and Olipur Habiganj

13 NATURE OF BUSINESS

The company owns Five (5) units of spinning mills and a twisting mill Its activities and operations are related with manufacturing and marketing of Yarns

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATERIAL INFORMATION

21 STATEMENT OF COMPLIANCE

The financial statements have been prepared in conformity with the provisions of the Companies Act 1994 The Securities and Exchanges Rules 1987 and other relevant rules and regulations

22 BASIS OF PREPARATION

The financial statements have been prepared in accordance with the going concern principle and historical cost convention The significant accounting policies are set out below

23 STATEMENT ON COMPLIANCE OF INTERNATIONAL ACCOUNTING STANDARDS

The following IASs and IFRSs are applicable for the financial statements for the year under review

IAS 1 Presentation of Financial StatementsIAS 2 InventoriesIAS 7 Statement of Cash FlowsIAS 8 Accounting Policies Changes in Accounting Estimates and ErrorsIAS 10 Events after the Reporting PeriodIAS 12 Income TaxesIAS 16 Property Plant and EquipmentIAS 19 Employee BenefitsIAS 21 The Effects of Changes in Foreign Exchange RatesIAS 23 Borrowing CostsIAS 24 Related Party DisclosuresIAS 33 Earnings per ShareIAS 34 Interim Financial ReportingIAS 36 Impairment of Assets IAS 37 Provisions Contingent Liabilities and Contingent AssetsIFRS 3 Business Combination IFRS 5 Non-Current Assets Held for Sale amp Discontinued OperationsIFRS 7 Financial Instruments DisclosureIFRS 8 Operating SegmentsIFRS 12 Disclosures of interests in Other EntitiesIFRS 15 Revenue from Contracts with CustomersIFRS 16 Leases

STxL Annual Report 2018-201978

Standalone

24 GOING CONCERN

As per IAS-1 a company is required to make assessment at the end of each year to assess its capability to continue as going concern The 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 liabilities For this reason the Directors continue to adopt the going concern assumption while the financial statements have been prepared

25 ACCRUAL BASIS

The financial statements have been prepared except cash flow information using the accrual basis ofaccounting

26 STRUCTURE CONTENTS AND PRESENTATION OF FINANCIAL STATEMENTS

The presentation of the financial statements is in accordance with the guidelines provided by IAS-1 lsquorsquoPresentation of Financial Statementsrdquo A complete set of financial statements comprise

i) Statement of Financial Position as at June 30 2019ii) Statement of Profit or Loss and other Comprehensive Income for the year ended June 30 2019iii) Statement of Changes in Equity for the year ended June 30 2019iv) Statement of Cash Flows for the year ended June 30 2019 andv) Notes comprising a summary of significant accounting policies and other explanatory information to the Financial Statements for the year ended June 30 2019

27 STATEMENT OF CASH FLOWS

The Statement of Cash Flows is prepared using the direct method as stipulated in International Accounting Standards IAS-7 ldquoStatement of Cash Flowsrdquo

30 PROPERTY PLANT AND EQUIPMENT

As per IAS-16 Property Plant and Equipment are stated at their historical cost less accumulated depreciation No depreciation has been charged on the Freehold Land and on the Capital work in progress Depreciation is charged on all other assets on straight-line method Depreciation of an asset begins when it is available for use ie 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 ceases at the earlier of the date that the asset is classified as held for sale (or included in a disposal group that is classified as held for sale) in accordance with IFRS 5 and the date that the assets are derecognized

Depreciation is computed on the straight-line basis over the estimated useful lives as follows

Factory Building and other Construction

Plant amp Machinery

Laboratory amp other Equipment

Furniture amp Fixture

Motor Vehicles

Electrical Installation

Particulars Useful Life(Years)

20

10-15

5-8

5-8

5

5-8

STxLAnnual Report 2018-2019 79

Standalone

31 IMPAIRMENT OF ASSET

As per IAS-36 Revenue and Profitability of the company is Consistent and net worth of the company is growing every year that indicates our assets are performing at their highest as per our intended procurement and the summation of the discounted future cash flow from the operation of the assets would be positive if we dispose off those assets at the date of financial reporting But presently we have no intension to dispose off these assets As such we did not consider to recording the impairment lossgain

32 INVENTORIES

As per IAS-2 Inventories comprises of Raw Materials Raw Materials in transit Packing Materials Work in Progress Finished Goods Comber Noil and Spare amp Spare Parts in transit Inventories are valued at the lower of cost and net realizable value Cost comprises invoice value plus applicable handling charges Net realizable value is based on estimated selling price less estimated cost to completion and selling expenses

33 EMPLOYEESrsquo SEPARATION PLAN

Provident Fund

The company has established an approved contributory provident fund scheme A board of trustees wholly administers the fund No part of the fund is included in the asset of the group

Gratuity Fund

The Company operates an unfunded gratuity scheme The Company has applied for recognition of the gratuity fund from National Board of Revenue (NBR)

Group Insurance

The group has two group insurance schemes for its permanent employees premium for which is being charged to statement of comprehensive Income

Workerrsquos Profit amp Participation Fund

The company makes a regular allocation of 5 on net profit before tax to these funds and payment is made to the workerrsquos as per provision of Labor Law 2006 chapter-15

34 REVENUE RECOGNITION

As per IFRS-15 Revenue is recognized as control is passed either over time or at a point in time An entity recognizes revenue over time if one of the following criteria is met the customer simultaneously receives and consumes all of the benefits provided by the entity as the entity performs the entityrsquos performance creates or enhances an asset that the customer controls as the asset is created or the entityrsquos performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date

Income refers to increases in economic benefits during the accounting period in the form of inflows or enhancements of assets or decreases of liabilities that result in an increase in equity other than those relating to contributions from equity participants

35 OTHER INCOME

It is recognized when received

36 FOREIGN CURRENCY TRANSACTIONS

As per IAS-21 Transactions in Foreign Currencies are translated into BDT at the rate of exchange ruling on date of transaction Monetary assets and liabilities expressed in foreign currencies are translated into BDT at the rate of exchange ruling at the date of Statement of Financial position

37 BORROWING COSTS

As per IAS-23 Borrowing costs are recognized as expenses in the period in which they incurred and capitalized the same that incurred before commencement of commercial operation

STxL Annual Report 2018-201980

Standalone

38 FINANCIAL INSTRUMENTS

As per IFRS-7 Financial assets and liabilities are recognized on the Statement of Financial Position when the company has become a party to a contractual provision of the instrument

Receivables

Trade Receivables are stated at their nominal value and considered good No provision has been made for doubtful debt and no amount was written off as bad

Payables

Trade Payables are stated at their nominal value

Due to Due from related parties

Due to Due from related parties are stated at nominal value

Borrowings

Interest bearing bank loans and overdrafts are recorded at the proceeds received net of direct issue costs Finance charges are accounted for on an accrual basis

Financial Risk Management

The company has exposures to the following risks its use of financial statements

bull Credit riskbull Liquidity riskbull Market risk

The Board of Directors has overall responsibility for the establishment and oversight of the companyrsquos risk management framework The Board oversees how management monitors compliance with risk management policies and procedures and reviews the adequacy of the risk management framework in relation to risks faced by the group The Board is assisted in its oversight role by Audit Committee Internal audit under the purview of Audit Committee undertakes both regular and adhoc reviews of risk management controls and procedures the results of which are reported to the Audit Committee

Credit Risk

Credit risk is the risk of financial loss to the Company if a buyer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Companys receivable from customers and investment securities The Companys sales are made to renowned RMG Exporting Company Sales made to the entity are fully secured by Letters of Credit issued by local scheduled banks

Liquidity Risk

Liquidity risk is the risk that the Company will unable to meet its financial obligations as they fall due The Companys 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 Companys reputation In general 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 liquidityfund to make the expected payment within due date Moreover the Company seeks to maintain short term lines of credit with scheduled commercial banks to ensure payment of obligations in the event that there is insufficient cash to make the required payment

The requirement is determined in advance through cash flows projections and credit lines facilities with banks are negotiated accordingly

Seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

STxLAnnual Report 2018-2019 81

Standalone

Market Risk

Market Risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the Companys income or the value of its holding of financial instruments The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return

Capital Risk Management

The Companyrsquos objectives when managing capital are to safeguard the Companyrsquos ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Money Laundering

The company considers prevention of money laundering risk not only as a compliance requirement imposed by the law of the country but also as one of its ethical business values

39 LEASE

As per IFRS-16 The entity has no lease So there will be no implication regarding IFRS 16 in this financial year

310 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprises cash in hand bank currents accounts other bank deposits free of encumbrance and having maturity dates of three months or less from respective dates of deposit

311 TAXATION

Income tax expense represents the sum of the tax currently payable and deferred tax

Current Tax

The tax currently payable is based on taxable profit for the year Taxable profit differs from profit as reported in the statement of Comprehensive Income because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible in other years and it further excludes items that are never taxable or deductible The companyrsquos liability for current tax is calculated using tax rates that have been enacted on date of Statement of Financial Position

Deferred Tax

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the balance sheet liability method Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized based on tax rates (and tax laws) that have been enacted by the date of Statement of Financial Position

312 CONTINGENT LIABILITIES AND ASSETS

Current or possible obligations or assets arising from past events and whose existence is due to the occurrence or non-occurrence of one or more uncertain events which are not within the control of the company

313 RELATED PARTY TRANSACTION

The company has some related party transactions in arm length transactions with its sister concern

STxL Annual Report 2018-201982

Standalone

314 MERGED WITH SQUARE YEARNS LIMITED

As the project of Square Yarns Limited (SYL) is located within the premises of Square Textiles Limited (STxL) at Saradaganj Kashimpur Gazipur the separated operations of various aspects of SYL is a complex one Since STxL holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Board of Directors have recommended for amalgamation under provision of section 228 amp 229 of the Companies Act 1994

The process of merger

After approval of Board of Directors and consent of minority shareholders the Honrsquoble High Court Division of the Supreme Court of Bangladesh has sanctioned the scheme of amalgamation of Square Yarns Ltd (SYL) share with Square Textiles Ltd (STxL) on 29th October 2018 The merger has been executed with effect from January 01 2019

Purchase consideration

Square Textiles Limited holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Compensation of the minority shareholders is based on cash at a book value of shares as on 30 June 2017 subject to approval by the Court of Jurisdiction Honrsquoble High Court Division of the Supreme Court of Bangladesh

IFRS Followed for the Business Combination

IFRS-3 (Business Combinations) is mainly followed for the amalgamation of Square Yarns Ltd with Square Textiles Ltd on the basis of equity

AS per paragraph 5 of IFRS-3 ldquoApplying the acquisition method requires

(a) Identify the acquirer(b) Determining the acquisition date(c) Recognizing and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquire and(d) Recognizing and measuring goodwill or a gain from a bargain purchaserdquo

315 SEGMENT REPORTING

As per IFRS-8 As there is a single business and geographic segment within which the company operates as such no segment reporting is felt necessary

316 EARNINGS PER SHARE

As per IAS-33 Basis Earning per Share (EPS) has been computed dividing the earnings attributable to the weighted average number of the ordinary shares during the period

317 COMPARATIVE FIGURE

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 years financial statements Previous year comparative information of the Statement of Profit or Loss and other Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows are presented as unaudited

318 FINANCIAL YEAR

For this year financial year means July 01 2018 to June 30 2019

319 EVENTS AFTER THE REPORTING PERIOD

As per IAS-10 ldquoEvents after the Reporting Periodrdquo are those events favorable and unfavorable that occur between the end of the reporting period and the date when the financial statements are authorized for issue There are no events after the end of the reporting period

320 GENERAL

Figures have been rounded off to the nearest taka as it the reporting currency of these financials

STxLAnnual Report 2018-2019 83

4 PROPERTY PLANT amp EQUIPMENT TK 5374733212

Details of Property Plant amp Equipment and Depreciation as at June 30 2019 are shown in the annexed schedule-02 Depreciation for the year charged to Factory Overhead (Note-213) The break-up of the balances are depicted below

Fixed Assets at Cost Opening Balance 5985889409 5808792102Balance of SYL after Merger 1825727192 -Addition during the Year 2142853713 183407307Sale Obsolete during the Year (210214508) (6310000)Closing Balance(Cost) 9744255806 5985889409Accumulated Depreciation Opening Balance 2984070313 2750311205Balance of SYL after Merger 1205388269 -Charged during the Year 385899069 240069108Adjustment for saleObsolete (205835057) (6310000)Closing Balance 4369522594 2984070313Carrying Value 5374733212 3001819096

Tk

5 CAPITAL WORK IN PROGRESS TK 693644112 Opening Balance 1408534071 250215344 Addition during the Year 648499835 1339861443 Transfer to Property Plant amp Equipment (1363389794) (181542716) Closing Balance(Cost) 693644112 1408534071

The Capital work in progress includes Civil construction (Tk 265571949) Plant and Machinery (Tk 1024773048) and other Assets (Tk 73044797) This year it has been transferred to Non-current assets is completed and ready for use as per management intention

6 INVESTMENT- LONG TERM (AT COST) TK 489333879

This represents investments in shares of Square Yarns Ltd amp Square Texcom Ltd

a) Investment in Share of Square Yarns Limited - 95000000(950000 Shares of Tk 100 each)

b) Investment in Shares of Square Texcom Limited 65783760 65783760 (95000 Shares of Tk 100 each) c) Advanvce against Share Money Deposit of Square Texcom Limited 423550119 423550119 (95000 Shares of Tk 100 each) 489333879 584333879

1) Square Yarns Limited a Private limited company incorporated under Companies Act 1994 has Merged with Square Textiles Ltd from January 01 2019

2) Square Texcom Limited a private limited company incorporated under Companies Act 1994 a

Tk

STxL Annual Report 2018-201984

Tk

Particulars June 302018Taka

June 302019Taka

Notes Standalone

7 INVENTORIES TK 2821819716 Stocks of Raw Materials 2587607181 1267037971

Raw Materials 2157356247 987719563Raw Materials In Transit 95897741 77114929Packing Materials 17022366 10534616Work - in - process 118430636 42694518Finished Goods 198900191 148974345 Stocks of Spares 234212535 211514198

Spares at Store 227623673 194217841 Spares in Transit 6588862 17296357 Tk 2821819716 1478552169

The basis of valuation is stated in Note -32 carrying amount of inventories pledged as security 8 ACCOUNTS RECEIVABLE TK 2993583494

This represents invoice value of goods delivered to customer This is considered good and collectible

Aging of the above balance is as follows Below 60 days 1384809142 864286947 Within 61-120 days 1181647848 902795356 Above 120 days 427126504 232752364 Tk 2993583494 1999834667

a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person b) The carrying amount of Trade Debtors pledged as security c) Accounts Receivable is secured considered as good and is falling due within one year Classification schedule as required by Schedule XI of Companies Act 1994

9 ADVANCES DEPOSITS amp PREPAYMENTS TK 264470342

This is made up of the followings Advances 193246899 334833685

Income Tax 43637491 125021010Salary amp PF Current account 1181000 1995000 Other Expenses 17173605 14458064 Suppliers amp Contractor 131254803 193359611

Deposits 71223443 56352824 Security Deposit 63127583 49539729

Margin of Bank Guarantee 8095860 6813095 Tk 264470342 391186509

(a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person (b) There was no amount was due by the associated undertaking (c) The advances amp deposits considered good amp recoverable 10 SHORT TERM LOAN TK 161617019

Loan To Square Texcom Limited 161617019 123843099 Short Term Loan Given 161617019 123843099

The above amount is unsecured but considered good and bears interest 1 above the commercial Banks interest rate

STxLAnnual Report 2018-2019 85

Particulars June 302018Taka

June 302019Taka

12SHARE CAPITAL TK 1972520000

This is made up of the followingsAuthorized300000000 Ordinary Shares of Tk 1000 each 3000000000 3000000000

Issued Subscribed and Paid upOpening Balance 1878590480 1789133790Bonus Share Issued 93929520 89456690(9392952 Ordinary Shares of Tk 1000 each fully Paid up) 1972520000 1878590480

11 CASH amp CASH EQUIVALENTS TK 155346636

This is made up of the followings Cash in Hand 4717640 5619110 Cash at Bank 150628996 431757689 Tk 155346636 437376799

Foreign currency account balances have been converted to Taka at the ruling rate at the reporting date

Shareholders Group Number of Investors Number of Shares

SponsorsDirectors 7 121959707 62 62Foreigners 5 6572330 3 6 Institutions 238 41857739 21 19 General Public 17194 26862224 14 13Total 17444 197252100 100 100

Percentageof ShareHolding

2018-2019

Percentageof ShareHolding

2017-2018

Distribution schedule of each class of equity security setting out the number of holders and percentage as on June 30 2019

The position of shareholders as on June 30 2019 is as follows

Less than 500 shares500 to 5000 shares5001 to 10000 shares10001 to 20000 shares20001 to 30000 shares30001 to 40000 shares40001 to 50000 shares50001 to 100000 shares100001 to 1000000 sharesOver 1000000 shares

As per FolioNo of holders Holdings No of holders Holdings

Range of Holdings As per BO ID Total shareHolding In

Total

1081471 6162011 3060520 3543547 1871659 1468145

898718 3076833

14476740 94723423

130363067

1387525 6467477 3119367 3601999 1926137

1533907 1039509 3416526

16907255 157852298 197252000

070328158183098078053173857

800310000

306054 305466

58847 58452 54478 65762

140791 339693

2430515 63128875 66888933

89703762

439255

784320455211

13675

3464268

84223459

3769

Tk

STxL Annual Report 2018-201986

Particulars June 302018Taka

June 302019Taka

Notes Standalone

13 RETAINED EARNINGS TK 5251902027Opening Balance 3507443052 3663812572Add Net income during the Year 346461980 290913928Less Cash Dividend paid during the Year (375718096) (357826758)Less Appropriation for stock dividend during the Year (93929520) (89456690)Add Balance from Amalgamation of SQUARE Yarns Ltd 1867644611 - 5251902027 350744305214 DEFERRED TAX LIABILITY TK 235701174 Opening Balance 128579505 109649529Deferred Tax Liabilities of SYL after Merger 53533688 -Deferred Tax Liabilities 53587981 18929976Closing Balance 235701174 128579505

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

a) Deferred Tax Liability is arrived at as follows Carrying Value of Depreciable Fixed Assets 4734224195 2367972537Less Tax Base Carrying Value (3162883038) (1510775836)Taxable Temporary Difference 1571341157 857196701Tax Rate 1500 1500Closing Deferred Tax Liability 235701174 128579505Less Opening Deferred Tax Liability (128579505) (109649529)Less Deferred tax Liabilities of SYL after Merger (53533688) -Deferred Tax (Income) Expense 53587981 18929976

15 SHORT TERM BANK LOAN (SECURED) TK 3055112511 Bank Overdraft 15264 5569544Revolving Loan 800000000 - Loan ag Export Bill Discount 616960527 -Deferred LC Loan 1638136720 2892185121 3055112511 2897754665

These short term loans are secured against hypothecation of Stock and Accounts Receivable

16 CREDITORS amp OTHERS PAYABLE TK 64229574 Creditors amp Others Payable 64229574 79467584 64229574 79467584

This represents amount payable to regular suppliers of packing materials utilities and other services rendered to the company All suppliers were paid on a regular basis

17 LIABILITIES FOR OTHER FINANCE TK 135543502 Retention Money 238218 1714756WPPF amp Other Fund 21795531 17402229Provision for Gratuity 30026145 -Others 83483608 97857956 135543502 116974941

18 SHORT TERM LOAN TK 2168788505

This is made up as follows Loan From Sqaure Pharma Ltd 2168788505 1385741Loan from Square Yarns Ltd - 723252420Short Term Loan Received 2168788505 724638161

Tk

Tk

STxLAnnual Report 2018-2019 87

Particulars June 302018Taka

June 302019Taka

Kg

Kg

Kg

Tk

20 SALES TK 8896244091

Sales Comprises the following In Quantity (KG) Opening Stock 621995 451690Balance from Square Yarns Ltd after Merger 142535 -Production during the Year 33622604 22925478Available for Sale 34387134 23377168Closing Stock (778048) (621995)Sales during the year 33609086 22755173(To be accounted for as follows)

Sales Accounted as followsExport Sale of Yarns 33609086 22755173

In TakaExport Sale of Yarns 8896244091 6367124698 8896244091 6367124698

19 PROVISION FOR INCOME TAX TK 70751117

Opening Balance 92031901 182829429Provision for tax Liabilities of SYL after Merger 101744149 -Adjustment with Advance Tax (158885586) (128998205)Provision made for the period 35860653 38200677 Closing Balance 70751117 92031901 Tk

Tk

Tk

Kg

21 COST OF GOODS SOLD TK 7944893270

This is arrived as follows Raw Materials Consumed (Note-211) 6040169162 4139044400Packing Materials Consumed (Note-212) 85725202 60165053Factory Overhead (Note- 213) 1890941844 1532471751Cost of Goods Manufactured 8016836208 5731681204Work-In-Process (Opening) 42694518 59965200Balance from Square Yarns Ltd after Merger 21309456 -Work-In-Process (Closing) (118430636) (42694518)Cost of Production 7962409546 5748951886Finished Goods (Opening) 148974345 95617508Balance from Square Yarns Ltd after Merger 32409570 -Finished Goods (Closing) (198900191) (148974345)Cost of Goods Sold 7944893270 5695595049

211 RAW MATERIALS CONSUMED TK 6040169162This is arrived as follows In Quantity(KG) Opening Stock 5489560 4944183Balance from Square Yarns Ltd after Merger 1020315 -Purchase during the year 43559269 25293343Raw Materials Available for Consumption 50069144 30237526Closing Stock (13938950) (5489560)Raw Materials Consumed 36130194 24747966 In Taka Opening Stock 987719563 898396232Balance from Square Yarns Ltd after Merger 384898444 -Purchase during the year 6824907402 4228367731Raw Materials Available for Consumption 8197525409 5126763963Closing Stock (2157356247) (987719563)Raw Materials Consumed 6040169162 4139044400

STxL Annual Report 2018-201988

Particulars June 302018Taka

June 302019Taka

Notes Standalone

Tk

213 FACTORY OVERHEAD TK 1890941844

Factory Wages Salary amp Allowances 661387598 450721594Travelling amp Conveyance 207830 44614Overseas Travelling 430311 74089Recruitment amp Training Expenses 85417 54128Printing Expenses 212586 134378Stationery Expenses 1413673 1053633Software amp Hardware Support Expenses 2135815 2706564Production Workers Free Lunch 3415844 3015008Uniform amp Liveries 312376 196760Fuel Petrol Light Diesel etc 50462674 128243449Electricity Gas amp Water 542049700 482485291Factory Consumable Expense 38936851 38931107Medical Expenses 986078 546904Repairs amp Maintenance of Vehicles 12622607 13433252Papers Books and Periodicals 47430 14810Industrial All Risk Insurance Premium 12901183 8018556Postage Telephone Fax amp Telex 322295 172732GovtTax VAT amp License Fees 3028921 2265498Security Services 12022875 9480475Spare Parts - Machinery 161055120 150006480Group Insurance 1005591 803321Depreciation (Schedule-1) 385899069 240069108Total 1890941844 1532471751Tk

212 PACKING MATERIALS CONSUMED TK 85725202 This is arrived as follows Opening Stock 10534616 5547666Balance from Square Yarns Ltd after Merger 1571692 -Purchase during the Year 90641260 65152003Available for production 102747568 70699669Closing Stock (17022366) (10534616)Packing Materials Consumed 85725202 60165053

22 ADMINISTRATIVE OVERHEAD TK 241149856Salary and Allowances 103615094 108724229Directors Remuneration 39316356 35765796Travelling amp Conveyance 787255 742403Overseas Travelling 45579569 29503189Recruitment amp Training Expenses 498034 537760Head Office Employees Free Lunch 1420763 1704421Uniform amp Liveries 144862 127474Printing Expenses 457113 373937Stationery Expenses 141316 602440Software amp Hardware Support Expenses 2154485 1788846Postage Telephone Fax amp Telex 446807 401380Electricity Gas amp Water 3155391 2080483Office Consumable Expense 2205529 2733279Rental Expenses 13110862 9080468Vehicles Running amp Maintenance 9536650 12259975Medical Expenses 648382 364123Group Insurance 447475 396097Bank Charges amp Commission 3155465 607384Fees amp Subscription 9176769 10798087Security Service 463185 468840Govt Tax Stamp Duty amp Licence Fees 2757142 581295Annual General Meeting Expenses 1390277 1536628Audit Fees 541075 330510Total 241149856 221509044

a) Audit Fees represent auditors remuneration for audit of the Companys Financial Statements for the Year ended Tk

STxLAnnual Report 2018-2019 89

Particulars June 302018Taka

June 302019Taka

This is arrived as follows Export Sale Expenses 8793560 4852662Loading amp unloading 3557982 981352Total Tk 12351542 5834014

24 FINANCE COST TK 254157870 Interest on Short Term Loan 254157870 86090059 Tk 254157870 86090059

Interest expenses is derived from short-term loan and is recognized on an accrual basisThe finance cost includes no interest on any sort of borrowing from directors including managing director and managers

25 NON-OPERATING INCOME TK 14014592This is made up as follows Interest Income 5047362 3943318GainLoss on Disposal of Assets 1563049 -Forex Exchange Rate Fluctuation Gain (Loss) 7404181 3406960 14014592 7350278

26 ALLOCATION FOR WPPF amp WF TK 21795531

Tk 21795531 17402229

This represents 5 of Net Income before Tax after charging the allocation as per provisions of the Companies Profit under Labour Law 2016

27 PROVISION FOR INCOME TAX FOR THE YEAR TK 35860653

Tk 35860653 38200677

This represents estimated Income Tax on Net Income for the year and adjustment any shortexcess provision for prior years

28 EARNINGS PER SHARE (EPS)

The Computation is given below

Earning attributable to Ordinary Shares including other income 346461980 290913928Number of Ordinary shares 197252000 197252000Earnings Per Share (EPS) 176 147

Tk

23 SELLING amp DISTRIBUTION OVERHEAD TK 12351542

Tk

STxL Annual Report 2018-201990

Particulars June 302018Taka

June 302019Taka

Notes Standalone

2801 NET ASSET VALUE (NAV) PER SHARE The Computation is given below

Equity Attributable to the Owners of the Company 7224422027 5386033532Number of Ordinary shares 197252000 197252000

Net Asset Value (NAV) Per Share 3663 2731

2802 NET OPERATING CASH FLOWS PER SHARE (NOCFPS)

The Computation is given below Net Cash Generated (Used in) from Operating Activities (686379435) (291474052)Number of Ordinary shares 197252000 197252000 Net Operating Cash flows per Share (NOCFPS) (348) (148)

2803 RECONCILIATION OF NET PROFIT WITH CASH FLOWS FROM OPERATING ACTIVITIES

The Computation is given below Profit After Tax 346461980 290913928

ADJUSTMENT TO RECONCILE NET PROFIT TO NET CASH PROVIDED BY OPERATING ACTIVITIES

Non-cash Expenses 439487050 258999084Depreciation 385899069 240069108Deferred Tax 53587981 18929976 Non-Operating Items 38481232 (181591)Interest Expenses (Income) on Sister Company Loan 40315862 431613Net effect of foreign currency translation (1834630) (613204) Changes in working Capital (1510809697) (841205473)(Increase)Decrease in Inventories (791902028) (151858905)(Increase)Decrease in Accounts Receivable (731608833) (655235889)(Increase)Decrease in Advances Deposits amp Prepayments 172463124 74070702Increase(Decrease) in Creditors amp Others Payable (45062380) 14083073Increase(Decrease) in Liabilities for Other Finance 8325352 (31466926)Increase(Decrease) in Income Tax Payable (123024932) (90797528) Net Cash Generated (Used in) from Operating Activities (686379435) (291474052)

STxLAnnual Report 2018-2019 91

Particulars June 302018Taka

June 302019Taka

29 APPROPRIATION DURING THE YEAR

The appropriations for the year 2017-18 have been reflected in the Statement of Changes in Equity The Board of Directors proposed cash dividend of Tk 2 (Taka Two) only per share for the year 2018-19 It will be recognized as liability in the accounts as and when the proposal approved by the shareholders in the Annual General Meeting (AGM) The total amount of Proposed Cash Dividend for the year 2018-19 is calculated at Tk 394504000

30NUMBER OF EMPLOYEES

The Number of employees and expenses incurred for employees during the year as follows No of Employees Below Tk 7188000 pa - - Tk 7188000 and Above 3965 2427 3965 2427

Amount in Taka Below Tk 7188000 pa - -Tk 7188000 and Above 765002692 559445823 765002692 559445823

There is no SalaryWagesRemuneration below Tk5990- per month with wef May 2018

Tk

31 KEY MANAGEMENT PERSONNEL COMPENSATION

During the year the amount of compensation paid to Key Management Personnel including Board of Directors is as under (As para 17 of IAS 24)

Short Term Employee Benefits 105681755 102961001Post Employment Benefits 7380189 5544772Other Long Term Benefits - - Termination Benefits - - Share Based Payment -

32CAPITAL EXPENDITURE COMMITMENT Contract for capital expenditure are being executed by the Contractors and running bills are accounted for but the unfinished contracts has not been reflected in this Financial Statements

33 CLAIM ACKNOWLEDGEMENT

There was no claim against the Company not acknowledged as debt as on June 30 2019

34 CONTINGENT LIABILITY 341 Contingent Liability of the Company was Tk 1297220698- as on June 30 2019 for opening LCs by the banks in favour of foreign suppliers for raw materials and spares

342 There was no facts and figures for which the company has contingent liability to any party other than to Banks as on June 30 2019

STxL Annual Report 2018-201992

Particulars June 302018Taka

June 302019Taka

Notes Standalone

35 PRODUCTION CAPACITY AND UTILIZATION

Capacity Installed No of Spindles Installed 122976 81648No of Rotor Heads Installed 3960 3960No of Vortex Heads Installed 2784 672

Capacity Utilised No of Spindles Operated 122976 81648No of Rotor Heads Operated 3960 3960No of Vortex Heads Operated 2784 672

Production Target (In Kg) -At Equivalent 30s Count (Ring Yarn) 18171216 9944673- At Equivalent 14s Count (OE Yarn) 9042222 10043927- At Equivalent 30s Count (Vortex Yarn) 7927500 2450000 35140938 22438600

Actual Production (In Kg) -At Equivalent 30s Count (Ring Yarn) 17617160 9400675- At Equivalent 14s Count (OE Yarn) 8722390 9810863- At Equivalent 30s Count (Vortex Yarn) 7642423 2388957 33981973 21600495

During the last few years we had to face hard competition in the national amp international market To cope with the situation we have adopted multiple product mix to attain high margin as strategy of value addition through product differentiation Hence we have restated the production capacity installation criterion and actual production quantity to make them (The production data) equivalent amp comparable

36 DIVIDEND PAID TO THE SHAREHOLDERS

During the year under review total cash dividend amounting to Tk 375718096 has been paid to the shareholders

37 CREDIT FACILITY There was no credit facility available to the Company under any contract other than bank credit facility and trade credit available in the ordinary course of business

38 EVENT AFTER THE BALANCE SHEET DATE Events after the reporting date that provide additional information about the Companys position at the reporting date are reflected in the financial statements Events after the reporting date that are not adjusting events are disclosed in the notes when material

STxLAnnual Report 2018-2019 93

Particulars June 302018Taka

June 302019Taka

Tk

Tk

39 RELATED PARTY TRANSACTION During the year the Company carried out a number of transactions with related parties in the normal course of business and on an arms length basis The name of related parties nature of relationship and their total value have been set out in accordance with the provisions of IAS 24 Related Party Disclosure Transaction with Sqaure Pharma Ltd (SPL)

Total Received during the year (3061606816) (93100563)Total Paid during the year 892818311 91714822 Closing Balance- Receivable (Payable) (2168788505) (1385741)

Transaction with Square Yarns Ltd (SYL) Total Received during the year (876285713) (798264528)Total Paid during the year 876285713 75012108 Closing Balance- Receivable (Payable) - (723252420)

Transaction with Square Texcom Ltd (STcL) Total Received during the year (130056473) (64625981)Total Paid during the year 291673492 188469080 Closing Balance- Receivable (Payable) 161617019 123843099

Transaction with Aegis Services Ltd(ASL) Total Service Received during the year (14459802) (9648537)Total Paid during the year 14459802 9648537 Closing Balance- Receivable (Payable) - - Transaction with Square Informatix Ltd(SIL) Total Service Received during the year (4634990) (9716257)Total Paid during the year 4634990 9716257 Closing Balance- Receivable (Payable) - -

Tk

Tk

Tk

Tk

Tk

Tk

Transaction with Square Hospitals Ltd(SHL) Total Service Received during the year (1443070) (423274) Total Paid during the year 1443070 423274 Closing Balance- Receivable (Payable) - -

Transaction with Square Fashions Ltd(SFL) Total Received during the year (641034460) (975593483) Total Goods Delivered during the year 960267603 1163792468 Closing Balance- Receivable (Payable) 319233143 188198985

Transaction with Square Denims Ltd (SDL) Total Received during the year (351425562) (293316287) Total Goods Delivered during the year 527379307 459213857 Closing Balance- Receivable (Payable) 175953745 165897570 Transaction with Square Apparels Ltd(SApL) Total Received during the year (124156287) (165245535)Total Goods Delivered during the year 229716558 298653172 Closing Balance- Receivable (Payable) 105560271 133407637

Tk

40 APPROVAL OF ACCOUNTS

These financial statements have been approved by the board on October 22 2019

STxL Annual Report 2018-201994

Particulars June 302018Taka

June 302019Taka

Notes Standalone

SQU

ARE

TEX

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S LI

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EDSc

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y P

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and

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ring t

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ICULA

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Balan

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Amalg

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on

Janua

ry 1

2019

Balan

ce of

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on

Janua

ry 1

2019

At 30

th Jun

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At 01

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At 30

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As at

June

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As at

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92 -

59

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09

580

879

210

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1428

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3

1834

0730

7

(210

214

508

) (6

3100

00)

974

4255

806

598

5889

409

298

4070

313

275

0311

205

120

5388

269 -

436

9522

594

298

4070

313 5

374

733

212

3

0018

1909

6

(205

8350

57)

(631

0000

)

3858

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9

2400

6910

8

Land

amp La

nd D

evelo

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ry Eq

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Commu

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rk Equi

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r Ass

ets

633

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559

6

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Financial Statement 2018-2019

Directorsrsquo Report - 97 Auditorsrsquo Report - 99 Statement of Financial Position - 100

Statement of Profit or Loss and other Comprehensive Income - 101 Statement of Changes in Equity - 102 Statement of Cash Flows - 103

Square Texcom Ltd

Subsidiary

I have the pleasure on behalf of the Board of Directors to submit to you its Report along with its audited accounts containing the Statement of Financial Position as of June 30 2019 Statement of Profit or loss and other Comprehensive Income Changes in Equity and Cash Flows for the year ended June 30 2019 and the Auditors Report thereon in terms of the provisions of section 184 of the Companies Act 1994 and IAS codes OPERATIONAL RESULTS

The operational performance during the years 2017-2018 and 2018-2019 are as follows

In million Particulars 2018-19 2017-18

Turnover 93472 87964 Gross Profit 9679 9665 Net Profit (AT) 2008 3428 Gross Margin 1035 1099 Net Margin (AT) 215 390 Earning Per Shares 20082 34275 Par value Tk 100

The above reveals that the Turnover and Gross Profit increased by 626 015 respectively but Net Profit (AT) decreased by 4141 during year under review MARKET OPERATIONS

Similar to the Square Textiles Limited Square Texcom Limited has been also based on exports at almost 100 level with less than significant local sales This is in line with the grouprsquos policy of export production in the greater interest of the Company

SHAREHOLDING

The Company has issued total of 100000 share of Tk 100 each The present share-holding pattern of the company is as follows

Name of the Shareholders

Shareholding (shares)

()

Mr Samuel S Chowdhury 1166 1166

Mr Tapan Chowdhury 1166 1166

Mr Anjan Chowdhury 1166 1166

Mrs Ratna Patra 1166 1166

Mrs Anita Chowdhury 336 0336

Ms Square Textiles Ltd 95000 9500

Total - 100000 10000

On the basis of the above shareholdings Square Texcom Ltd has the status of subsidiary to Square Textiles Limited BOARD OF DIRECTORS

The following persons are the Members of the Board of Directors of the Company Mr Samuel S Chowdhury Chairman Mrs Ratna Patra Vice-Chairman Mr Anjan Chowdhury Managing Director Mr Tapan Chowdhury Director Mrs Nihad Kabir Director (Nominee of Square Textiles Ltd) Assets Turnover Profit Tk in million

SQUARE TEXCOM LIMITED

Directorsrsquo Report to the Members for the year ended 30 June 2019

STxLAnnual Report 2018-2019 97

2008

CAPITAL EXPENDITURE

A contract for capital expenditure are being executed by the Contractors and running bills are accounted for but the unfinished contracts has not been reflected in this Financial Statements

APPROPRIATION OF PROFIT Though the Company earned a respectable level of profit Tk 20082 per share the Board of Directors decided to transfer the entire profit to the General Reserve for ploughing back in the long term interest of the shareholders As such the Board of Directors did not recommend for declaration of any dividend for the year 2018-2019 FINANCIAL POSITION

The Statement of Financial Position as on 30 June 2019 Statement of Profit or Loss and other Comprehensive Income Change in Equity and Cash Flows ended at 30 June 2019 are place herewith APPOINTMENT OF AUDITORS

Ms Chowdhury Bhattacharjee amp Co Chartered Accountants Auditors of the Company retire at this Annual General Meeting and being eligible have offer themselves for appointment as Auditors for the year 2019-2020 and re-fixation of their remuneration

ACKNOWLEDGEMENT

The Board of Directors thankfully acknowledge the devotion and dedication of all the workers employees and officers without which the Companyrsquos operation could not have attained the successes as reported above The Board also record with appreciation the support service and co-operation rendered by all concerned Samuel S Chowdhury Chairman

Square Texcom Limited Directorsrsquo Report

STxL Annual Report 2018-201998

AUDITORS REPORTIndependent Auditors Report to the Shareholders ofSquare Texcom Limited

Opinion

We have audited the accompanying Financial Statements of Square Texcom Limited which comprises the Statement of Financial Position as at 30 June 2019 Statement of Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows for the year then ended and Notes to the Financial Statements including a summary of significant accounting policies

In our opinion the Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) give a true and fair view of the state of the companyrsquos affairs as at 30 June 2019 and of the results of its operations and its Cash Flows for the year then ended and comply with the Companies Act 1994 and other applicable laws and regulations

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) Our Responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report We are independent of the Company in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevent to our audit of the Financial Statements and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with International Financial Reporting Standards (IFRSs) the Companies Act 1994 and other applicable laws and regulations This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of 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

In preparing the Financial Statements management is responsible for assessing the Companys ability to continue as a going concern desclosing as applicable matters related to Going Concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so

Those charged with govrnance are responsible for overseeing the Companys financial reporting process

Auditors Responsibilities for the Audit of the Financial Statements

Our responsibility is to express an opinion on these Financial Statements based on our audit We conducted our audit in accordance with International Standards on Auditing (ISA) Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 auditorrsquos 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 entityrsquos 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 entityrsquos internal control An audit also includes evaluating 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

Place DhakaDated October 01 2019

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of account as required by law have been kept by Square Texcom Limited so far as it appeared from our examination of those books and

The Companyrsquos Statement of Financial Position Statement of Comprehensive Income and its Statement of Cash Flows dealt with by the report are in agreement with the books of account

(i)

(ii)

(iii)

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

Further to our opinion in the above paragraph we state that

STxLAnnual Report 2018-2019 99

SQUARE TEXCOM LIMITEDStatement of Financial PositionAs at June 30 2019

ASSETS NON-CURRENT ASSETS 669463993 707305663Property Plant amp Equipment- Carrying Value 638367040 690592118Capital Work In Progress 31096953 16713545

CURRENT ASSETS 598985345 460008024Inventories 286949732 166614746Accounts Receivable 261286264 216416781Advances Deposits amp Prepayments 25463273 24687001Cash amp Cash Equivalents 25286076 52289496 TOTAL ASSETS Tk 1268449338 1167313687

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 298774127 278691935Share Capital 10000000 10000000Retained Earnings 288774127 268691935 NON-CURRENT LIABILITIES 467176130 459166119Share Money Deposit 423550119 423550119Deferred Tax Liability 43626011 35616000 CURRENT LIABILITIES amp PROVISIONS 502499081 429455633Short Term Bank Loan (Secured) 315747122 285746054Creditors amp Others Payable 7347077 8830192Liabilities for Other Finance 9630636 6610187Short Term Loan 161617019 123843099Provision for Income Tax 8157227 4426101 TOTAL SHAREHOLDERS EQUITY amp LIABILITIES Tk 1268449338 1167313687

Net Asset Value Per Share 298774 278692

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxL Annual Report 2018-2019100

Particulars June 302018Taka

June 302019Taka

SQUARE TEXCOM LIMITEDStatement of Profit or Loss and Other Comprehensive IncomeFor the Year ended June 30 2019

SALES REVENUE 934721283 879640842

Cost of Goods Sold (837931175) (782995713)

GROSS PROFIT 96790108 96645129

Administrative Expenses (31431439) (37124155)

Selling amp Distribution Expenses (2329503) (1767531)

PROFIT FROM OPERATION 63029166 57753443

Finance Cost (25947910) (14474368)

Non-operating Income 980645 374424

PROFIT BEFORE WPPF amp WF 38061901 43653499

Allocation for WPPF amp WF (1812471) (2078738)

PROFIT BEFORE TAX 36249430 41574761

Provision for Tax (Current) (8157227) (2105611)

Provision for Tax (Deferred) (8010011) (5193958)

PROFIT AFTER TAX FOR THE PERIOD Tk 20082192 34275192

(Transferred to the Statement of Changes in Equity)

No of Share=100000

Earnings Per Share(EPS) 20082 34275

Subsidiary

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxLAnnual Report 2018-2019 101

Particulars 2017-2018Taka

2018-2019Taka

SQUARE TEXCOM LIMITEDStatement of Changes in EquityFor the Year Ended June 30 2019

For the Year Ended June 30 2018

Share CapitalParticulars

Balance as at June 30 2018

Net Profit for the Year ended June 302019

Balance as at June 30 2019

Retained Earnings Total Tk

10000000

-

268691935

20082192

28877412710000000

278691935

298774127

Share CapitalParticulars

Balance as at June 30 2017

Net Profit for the Year ended June 302018

Balance as at June 30 2018

Retained Earnings Total Tk

10000000

-

234416743

34275192

26869193510000000

244416743

34275192

278691935

20082192

STxL Annual Report 2018-2019102

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Particulars 2017-2018Taka

2018-2019Taka

SQUARE TEXCOM LIMITEDStatement of Cash FlowsFor The Year Ended June 30 2019

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 889851800 799539946Exchange Fluctuation Gain (Realization from Transection) 799096 128559 Receipts from Other Income 19103 47474 Total Receipts 890669999 799715979 Payments to Suppliers (716964238) (616770814)Paid for Operating amp Non-operating Expenses (217812647) (244384347)Interest Expenses Paid (22272712) (7260070)Income Tax Paid (3653792) (5706713)Total Payments (960703389) (874121944) Net Cash Flow From (Used in) Operating Activities (70033390) (74405965) CASH FLOWS FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant and Equipment (20225264) (40424867) Net Cash Generated (Used in) from Investing Activities (20225264) (40424867) CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) 30001068 48131629Short Term Loan from (To) Sister Company 33091720 20746350 Net Cash Generated (Used in) from Financing Activities 63092788 68877979 Increase (Decrease) in Cash amp Cash Equivalents (27165866) (45952853)Net effect of foreign currency translation 162446 198391Opening Cash amp Cash Equivalents 52289496 98043958CLOSING CASH amp CASH EQUIVALENTS Tk 25286076 52289496

Net Operating Cash Flows Per Share (70033) (74406)

Subsidiary

STxLAnnual Report 2018-2019 103

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

AUDITORS REPORTIndependent Auditors Report to the Shareholders ofSquare Yarns LimitedOpinion We have audited the accompanying Financial Statements of Square Yarns Limited which comprises the Statement of Financial Position as at 31 December 2018 Statement of Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows for the period then ended and Notes to the Financial Statements including a summary of significant accounting policies

In our opinion the Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) give a true and fair view of the state of the companyrsquos affairs as at 31 December 2018 and of the results of its operations and its Cash Flows for the period then ended and comply with the Companies Act 1994 and other applicable laws and regulations

Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report We are independent of the Company in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the Financial Statements and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Key Audit Matters We draw attention to Note 2 (p) to the Financial Statements which describes that the company is under process for amalgamation with Square Textile Limited under provision of Section 228 amp 229 of the Companies Act 1994 Our opinion is not qualified in respect of these matters

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with International Financial Reporting Standards (IFRSs) the Companies Act 1994 and other applicable laws and regulations This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of 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

In preparing the Financial Statements management is responsible for assessing the Companys ability to continue as a going concern disclosing as applicable matters related to Going Concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so

Those charged with governance are responsible for overseeing the Companys financial reporting process

Auditors Responsibilities for the Audit of the Financial Statements

Our responsibility is to express an opinion on these Financial Statements based on our audit We conducted our audit in accordance with International Standards on Auditing (ISA) Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 auditorrsquos 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 entityrsquos 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 entityrsquos internal control An audit also includes evaluating 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

Place DhakaDated February 10 2019

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of account as required by law have been kept by Square Yarns Limited so far as it appeared from our examination of those books and

The Companyrsquos Statement of Financial Position Statement of Comprehensive Income and its Statement of Cash Flows dealt with by the report are in agreement with the books of account

(i)

(ii)

(iii)

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

Further to our opinion in the above paragraph we state that

STxLAnnual Report 2018-2019 105

SQUARE YARNS LIMITEDStatement of Financial PositionAs at December 31 2018

ASSETS Non-Current Assets 620338923 676872453Property Plant amp Equipment- Carrying Value 620338923 676872453

Current Assets 1733515533 1664296652Inventories 551365521 472332420Accounts Receivable 262139994 321134934Advances Deposits amp Prepayments 45746957 41134451Short Term Loan 810552881 723252420Cash amp Cash Equivalents 63710180 106442427

TOTAL ASSETS Tk 2353854456 2341169105

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 1971931663 1908113630Share Capital 95500000 95500000Retained Earnings 1876431663 1812613630

Non-Current Liabilities

Deferred Tax Liability 53533688 57859132

Current Liabilities amp Provisions 328389105 375196343Short Term Bank Loan (Secured) 186577378 233187042Creditors amp Others Payable 29824370 43105219Liabilities for Other Finance 10243209 13038822Provision for Income Tax 101744148 85865260

TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 2353854456 2341169105 Tk

Net Asset Value Per Share 206485 199802

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxL Annual Report 2018-2019106

Particulars June 302018Taka

Dec 312018Taka

SQUARE YARNS LIMITEDStatement of Profit or Loss and Other Comprehensive IncomeFor the Period (Six Months) ended December 31 2018

SALES REVENUE 731076090 987208292

Cost of Goods Sold (642577904) (892864246)

GROSS PROFIT 88498186 94344046

Administrative Expenses (6320194) (12371998)

Selling amp Distribution Expenses (878822) (872835)

PROFIT FROM OPERATION 81299170 81099213

Finance Cost (4636342) (4561024)

Other Income 2477223 138309

PROFIT BEFORE WPPF amp WF 79140051 76676498

Allocation for WPPF amp WF (3768574) (3651262)

PROFIT BEFORE TAX 75371477 73025236

Provision for Tax (Current) (15878888) (14566204)

Provision for Tax (Deferred) 4325444 3584757

PROFIT AFTER TAX FOR THE PERIOD 63818033 62043789

(Transferred to the Statement of Changes in Equity) No of Share=955000

Earnings Per Share (EPS) 6683 6497

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

STxLAnnual Report 2018-2019 107

Particulars July-Dec 2017Taka

July-Dec 2018Taka

Unaudited

SQUARE YARNS LIMITED

Statement of Changes in EquityFor the Period (Six Months) ended December 31 2018

For the Period (Six Months) ended December 31 2017

Share CapitalParticulars

Balance as at June 30 2017

Net Profit for the Six Months Ended Dec 31 2017

Balance As at Dec 31 2017

Retained Earnings Total

-

95500000

95500000

1678330454

62043789

1740374243

1773830454

62043789

1835874243

Share CapitalParticulars

Balance as at June 30 2018

Net Profit for the Six Months Ended Dec 31 2018

Balance As at Dec 31 2018

Retained Earnings Total

-

95500000

95500000

1812613630

63818033

1876431663

1908113630

63818033

1971931663

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Unaudited

STxL Annual Report 2018-2019108

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 790071030 1048969414Exchange Fluctuation Gain 345547 138309Total Receipts 790416577 1049107723 Payments to Suppliers (535294015) (673001715)Paid for Operating amp Non-operating Expenses (156471962) (174588096)Interest Expenses Paid (3980222) (7507593) Income Tax Paid (4870119) (9983664)Total Payments (700616318) (865081068)

Net Cash Flow From (Used in) Operating Activities 89800259 184026655

CASH FLOWS FROM INVESTING ACTIVITIESSales (Purchase) of Property Plant amp Equipment (754057) -

Net Cash Generated (Used in) from Investing Activities (754057) -

CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (46609664) 32966810Short Term Loan from (To) Sister Company (85168785) (464990904)

Net Cash Generated (Used in) from Financing Activities (131778449) (432024094)

Increase (Decrease) in Cash amp Cash Equivalents (42732247) (247997439)Opening Cash amp Cash Equivalents 106442427 391794350CLOSING CASH amp CASH EQUIVALENTS 63710180 143796911

Net Operating Cash Flows Per Share 9403 19270

SQUARE YARNS LIMITEDStatement of Cash FlowsFor the Period (Six Months) ended December 31 2018

Subsidiary

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Unaudited

STxLAnnual Report 2018-2019 109

Particulars July-Dec 2017Taka

July-Dec 2018Taka

S q u a r e T e x

SQUARE TEXTILES LIMITED Square Centre 48 Mohakhali Commercial Area

Dhaka-1212

P R O X Y F O R M

IWe ___________________________________________________________________________

of _____________________________________________________________________________

being a member of Square Textiles Ltd do hereby appoint

MrMrsMiss ___________________________________________________________________

of _____________________________________________________________________________

_______________________________________________________________________________

as myour proxy to attend and vote for meus on myour behalf at the 24th Annual General Meeting of the Company to be held on Thursday the 12th December 2019 at 1100 am at Samson H Chowdhury Centre Dhaka Club Ltd Ramna Dhaka

As witness my hand this day of ________________ 2019

_______________________ __________________________

Signature of the Proxy Signature of the Member Dated Dated

FolioBOID

Note A member entitled to attend and vote at the Annual General Meeting may appoint proxy to attend and vote in hisher stead The proxy form should reach at the Registered Office of their Company not less than 48 hours before the time fixed for the meeting

Signature Verified

Authorized Signatory Square Textiles Limited

Affix Revenue

Stamp

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ি ফ ম

AvwgAvgiv______________________________________________________________

wVKvbv _________________________________________________________________

macrlsaquoqvi daggerUmiddotUvBjmamp wjwgDaggerUW Gi m`muml wnDaggermDaggere

RbvedaggereMg______________________________________________________________

wVKvbv _________________________________________________________________

_____________________________________________________________________

AvgivAvgvDagger`i cOumlwZwbwa wnDaggermDaggere AvMvgx daggerivR iveZwcmacrnbdquoe 1২B 2019 mKvj 1100 NwUKvq mumlvgmb

vbgi tjw evnotK vKvX ivUrsaquomdagger xiyaŠPdagger PBG umleZocircwybA qOtildevKvX daggerKvcurrenuacutevbxi ২4Zg evwlcopyK mvaviY mfvq Ges Gi

|gvjiwK sup3yhbw umlbR iveiwK bv`Oumlc Uvfdagger seG iveKwv_ ZrsquomacrwcD paraDaggerc i`DaggervgvAivgvA qvfm ZlwvNdagger xeZj~g

102 uml`A eDaggermDaggernw umlparavmacr 9 ZvwiDaggerL AvwgAvgiv GB `wjDaggerj mAacutevDaggerb macrvparai Kwijvg|

_______________ _________________ cOumlwZwbwai macr^vparai m`Daggermumli macrvparai ZvwiL ZvwiL dwjIweIAvBwW bcurreni

wet ordft evwlcopyK mvaviY mfvq daggerhvM`vDaggerbi AwaKvix daggerkqvi daggernvigravevi Zvi cwieDaggerZcopy evwlcopyK mvaviY mfvq daggerhvM`vDaggerbi Rbuml GKRb cOumlwmiddot wbDaggerqvM KwiDaggerZ

cvDaggerib| cOumlwmiddot dig h_vh_ c~iDaggerYi ci eDaggerBn ZDagger`w vgR mDaggerdwA copyWvoacuteRwidagger ixbvuacutecurrenvKdagger copyeDagger~c vUrsaquoN 84 ibDaggervocircybA vfm

Zparawxic iparavmacr

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macrlsaquoqvi daggerUmiddotUvBjmamp wjwgDaggerUW

For the Financial Year 2017-2018 Dividend Recommended 21 October 2018 Record Date for 23rd AGM 27 November 2018 23rd Annual General Meeting 20 December 2018 Dividend Issued 14 January 2019 For the Financial Year 2018-2019 Publication of 1st Qtr Financial Report 14 November 2018 Publication of 2nd Qtr Financial Report 31 January 2019 Publication of 3rd Qtr Financial Report 30 April 2019 Dividend Recommended 22 October 2019 Audited Financial Report to BSEC DSE and CSE 11 November 2019 Record Date for 24th AGM 19 November 2019 Notice of 24th AGM 27 November 2019 24th Annual General Meeting 12 December 2019 Dividend Payable By 10 January 2020

Corporate Compliance

Registered Address

Corporate HeadquartersSquare Centre

48 Mohakhali Commercial Area Dhaka BangladeshPhone +88-02-9859007 8833047-56

Fax +88-02-8834941 8828768 wwwtextilesquaregroupcom

  • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
    • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
      • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
      • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
        • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
        • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
Page 2: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and

Standalone

At a Glance P e r f o r m a n c e 2 0 1 8 - 2 0 1 9 Square Tex

SALES 3972

BDT 889624 million

GROSS PROFIT 4167 BDT 95135 million

NET PROFIT 1909 BDT 34646 million

EPS 1973 BDT 176

DIVIDEND PAYOUT 500 BDT 39450 million

NAV 3413 BDT 722442 million CONTRIBUTION TO NATIONAL EXCHEQUER 696 BDT 6694 million

Annual Report 2018-2019

24th AGM Notice - 05 The Founder - 06 Board of Directors - 07 Management Apparatus - 08 Corporate Sustainability - 10 Chairmanrsquos Message - 11 Corporate Achievement - 12 Report from the MD - 13 5 Years Operational Results- 14 Corporate Governance - 15 Statement of Value added - 20 Directorsrsquo Report (English) - 21 Management Discussion - 28 Audit Committee Report - 32 Status of Compliance - 36 Directorsrsquo Report (Bangla) - 42 Auditorsrsquo Report - 48 Financial Report Consolidated - 54 Standalone - 74 Subsidiary - 96

Memory of AGM 2018 - 110 Proxy Form - 111 Corporate Compliance - 113

Square Texti les Ltd

Contents

W E S T R I V E F O R

We in SQUARE strive above all for top quality products at the least cost reaching the lowest rungs of the economic class of people in the country We value our social obligations

We owe our shareholders and strive for protection of their capital as well as ensure highest return and growth of their assets

We strive for best compensation to all the employees who constitute the back bone of the management and operational strength of the company through a pay - package composing salarywages allowances bonuses profit participation leave salary and superannuation amp retirement benefits and other emergency grants amp gratis

We strive for the best co-operation of the creditors amp debtors the banks amp financial institutions who provide financial support when we need them the suppliers of raw materials amp supplies who offer them at the best prices at the opportune moments the providers of utilities - power gas amp water etc and the customers who buy our products amp services by redeeming their claim in time by making prompt payment and by distributing proper product on due dates

We strive for fulfillment of our responsibility to the Government through payment of entire range of due taxes duties and claims to various public agencies like municipalities etc

We strive as responsible citizen for a social order devoid of malpractices anti-environmental behaviors unethical and immoral activities and corruptive dealings

We keep away from any discriminatory practices between sexes races religions colors or political beliefs

We strive for practicing good governance in every sphere of activities covering inter alia not being limited to disclosure amp reporting to shareholders holding AGM in time distribution of dividends and other benefits to shareholders reporting dissemination of price sensitive information acquisition of shares by insiders recruitment amp promotion of staff procurement amp supplies sale of assets etc All that directly and indirectly affect the interest of concerned groups- the shareholders the creditors suppliers employees government and the society in general

S q u a r e T e x

STxL Annual Report 2018-20192

T R A N S M I T T A L

L E T T E R

To The Members Bangladesh Securities and Exchange Commission Registrar of Joint Stock Companies amp Firms Dhaka Stock Exchange Ltd Chittagong Stock Exchange Ltd Annual Report for the year ended June 30 2019 Dear Sir(s) We are pleased to enclose a copy of Annual Report containing Directorsrsquo Report Auditorsrsquo Report alongwith the Audited Financial Statements comprising Statement of Financial Position as at June 30 2019 Statement of Profit or Loss and other Comprehensive Income Changes in Equity and Cash Flows for the year ended June 30 2019 along with notes thereon and all related Consolidated and Subsidiaries Financial Statements for your information and records Yours sincerely Sanjib Baran Roy Company Secretary Dated 27 November 2019

STxLAnnual Report 2018-2019 3

S q ua r e Te x t i l e s L t d

Vision amp Mission

Our conception of business germinated from our vision which sees it as a means to the well-being of the investors stakeholders employees and members of the society at large by creating new wealth in the form of goods and services that go to satisfy the wants of all of them without disturbing or damaging the socio-ecological-economic balance of the Mother Earth and the process of human civilization leading to peaceful co-existence of all the living beings

V I S I O N

Our mission is the polestar of our vision for maximization of production of quality products and services strictly on ethical and moral standards at minimum costs to the society ensuring optimum benefits to the consumers the shareholders and other stakeholders

M I S S I O N

To strive hard to optimize profit

through conduction of transparent business operations within the legal amp Social framework with malice to none and justice for all in respective of gender disparity caste creed or religion or region

To Increase productivity To create more jobs with minimum

investments To be competitive in the internal as

well as external markets To maximize export earning with

minimum imported in-puts To reduce the income gap between

top amp bottom categories of employees

To promote corporate social responsibilities (CSR) amongst all

O B J E C T I V E

Our vision is the polestar to our mission that fulfils our objectives with emphasis on the quality of product process and services blended with good governance that help build the image of the most venerable corporate citizenship at home and abroad

C O R P O R A T E F O C U S

STxL Annual Report 2018-20194

N O T I C E

2 4 T H A G M

Notice is hereby given that the 24th Annual General Meeting of the Members of Square Textiles Ltd will be held on Thursday the 12th December 2019 at 1100 am at the Samson H Chowdhury Centre Dhaka Club Limited Ramna Dhaka to transact the following business

Agenda-1 To receive consider and adopt the Audited Financial Statement for the year ended 30th June 2019 together with the reports of the Directorsrsquo and the Auditorsrsquo thereon

Agenda-2 To declare dividend for the year ended 30th June 2019

Agenda-3 To elect Directors in terms of the relevant provision of Articles of Association

Agenda-4 To appoint Statutory Auditors for the year 2019-2020 and to fix their remuneration

Agenda-5 To appoint Compliance Auditors for the year 2019-2020 and to fix their remuneration

Agenda-6 To approve appointment of the Independent Director

By order of the Board

Sanjib Baran Roy Company Secretary Dated 27 November 2019 Notes

i) The proxy form must be affixed with requisite revenue stamp and be deposited at the Registered Office of the Company not less than 48 hours before the time fixed for the meeting

ii) Members are requested to submit to the Companyrsquos Share Office on or before 11th December 2019 their written option to receive dividend In case of non-submission of such option with the stipulated time the dividend will be paid off as deemed appropriate by the Company

iii) The Annual Report is available in the Companyrsquos web site at wwwtextilesquaregroupcom

STxLAnnual Report 2018-2019 5

Mr Samuel S Chowdhury

Mrs Ratna Patra

Mr Tapan Chowdhury

Mr Anjan Chowdhury Mrs Anita Chowdhury

Mrs Nihad Kabir Mr S M Rezaur Rahman

THE DIRECTORS Chairman

Mr Samuel S Chowdhury

Vice Chairman Mrs Ratna Patra Managing Director Mr Tapan Chowdhury Director Mr Anjan Chowdhury Director Mr Kazi Iqbal Harun Independent Director Mr Syed Afzal Hasan Uddin Independent Director Mr S M Rezaur Rahman

BOARD OF DIRECTORS Chairman Mr Tapan Chowdhury Vice Chairman Mrs Ratna Patra Managing Director Mr Samuel S Chowdhury Director Mrs Anita Chowdhury Director Mr Anjan Chowdhury Independent Director Mrs Nihad Kabir Independent Director Mr S M Rezaur Rahman

STxLAnnual Report 2018-2019 7

S q u a r e T e x ti l e s L t d

Management Committee

Mr Samuel S Chowdhury Chairman Managing Director Mr Anjan Chowdhury Member Director Mr Md Kabir Reza Member Head of Accounts ampFinance Mr Md Alamgir Hossain Member Head of Operations

Audit Committee

Mrs Nihad Kabir Chairman Independent Director Mrs Ratna Patra Member Director Mr Anjan Chowdhury Member Director Mr Sanjib Baran Roy Secretary Company Secretary

Nomination and Remuneration Committee

Mrs Nihad Kabir Chairman Independent Director Mrs Ratna Patra Member Director Mr Anjan Chowdhury Member Director Mr Sanjib Baran Roy Secretary Company Secretary

CFO Company Secretary and HIAC

Mr M Habibur Rahman FCMA Mr Sanjib Baran Roy ACS Mr Mozibur Rahman FCA

Ms Ahmed Zaker amp Co Chartered Accountants Green City Edge 10th Floor 89 Kakrail Dhaka

Statutory Auditors

M ANA GEM ENT A PPAR AT US

Ms Chowdhury Bhattacharjee amp Co Chartered Accountants 478 Indira Road Ground Floor Dhaka

Compliance Auditors

STxL Annual Report 2018-20198

Operational Head

Mr Md Alamgir Hossain Head of Operations Mr Anjan Kumar Paul Head of HR amp Admin Mr Suresh Chandra Bala Head of Plant Mr Md Abdur Rahman Head of Engineering Mr Avijit Kumar Biswas Head of Procurement Mr Mozibur Rahman Head of Internal Audit and Compliance Mr Md Shahid Raihan Head of Quality Assurance Mr Shah Mohammad Faisal Head of Sales amp Marketing

Bankers

Standard Chartered Bank HSBC Ltd Prime Bank Ltd Bank Alfalah Ltd The City Bank Ltd Commercial Bank of Ceylon PLC

Insurers

Pioneer Insurance Co Ltd Pragati Insurance Co Ltd

CORPORAT E IN FORMATI O N

Listing

Dhaka Stock Exchange Ltd Chittagong Stock Exchange Ltd

Subsidiary Company

Square Texcom Ltd

Registered Office

Square Centre 48 Mohakhali CA Dhaka 1212 Bangladesh

Factory

1 Sardaganj Kashimpur Gazipur Bangladesh

2 Olipur Hobigonj Bangladesh

Phone Email amp Web

880-2-8833047-56 880-2-9859007

cssquaregroupcom textilesquaregroupcom

Mr Rokanuddin Mahmud Bar-at-Law Walsow Tower 21-23 Kazi Nazrul Islam Avenue Dhaka

Legal Advisor

Ms Nazia Kabir Bar-at-Law Concord Ovilash 1st floor House-62 Road-11A Dhanmondi Dhaka

Square Text i les Ltd

STxLAnnual Report 2018-2019 9

STxL Annual Report 2018-201910

C O R P O R A T E S U S T A I N A B I L I T Y

At Square Textiles Ltd ldquoCorporate Sustainabilityrdquo is embedded within the principles and values of the company Through successful ldquotriple bottom linerdquo performance focusing on social environmental and financial factors the company is able to generate increased earnings reduce material usage energy expenditures and wastes and increase social contribution The focus on Sustainability has contributed to long-term success for the company over the years

State of the art Facility

We focus on continuous efforts to introduce innovative means of production that allows for optimum utilization of materials and energy Our state of the art production facility is equipped with upgraded technologies and machineries that are energy efficient as well environmental friendly In 2018 we have introduced PCW plant (fabric crushing) We are the pioneer in introducing this technology in Bangladesh

Ready Recycling Facility

The manufacturing facility is fitted to contain dust and waste discharge to the environment On a daily basis 4 (four) out of 6 (six) tons of waste materials on average are recycled Hard wastes are crushed and reused as raw materials in production Our PCW plant processes garment wastages into fibers There are no chemical applications in our manufacturing process and hence there are no environmental damage as a result of any spillovers or emissions of harmful gas

Minimizing Occupational Hazards

We follow stringent safety measures and regularly monitor and review occupational health and safety procedures We ensure that our factory workers always follow the safety protocols necessary to ensure a hazard free working environment and uninterrupted operations In regards to such health and safety issue proper training and awareness are provided to all production employees

Creating Product Diversity

We believe in ldquoProduct Diversityrdquo as a means of economic sustainability The company has about 40 percent product diversification within our total product port-folio

This Product Diversity has led to enhancement of the companyrsquos brand image increased profit-ability and risk mitigation

Overall our emphasis on Corporate Sustain-ability has led us to create a blend of strate-gies where financial amp non-financial aspects are perfectly integrated within the good governance and mana-gement practices of the company as well as engage all stakeholders in an open platform where financial social and environmental issues are shared and communicated All these have translated to positive outcomes that is beneficial to all parties within the value chain

S q u a r e T e x

STxLAnnual Report 2018-2019 11

M ES S AG E F R O M T H E C H A I R M A N

Dear Shareholders Colleagues Ladies and Gentleman

I deem it a great pleasure to welcome you all on behalf of the Board of Directors to this 24th AGM and thank you for taking troubles to attend the Meeting I hope you all have received your copies of the Annual Report for the year ended 30 June 2019 and studied with interest for providing us your valuable commentssuggestions for our future guidance

While on the subject I would recall the mechanism which was adopted by our Late Founder Chairman after legalprofessional struggles with the then Securities and Exchange Commission for offering a part of Shareholdings of Square Pharmaceuticals Ltd in Square Textiles Ltd as free ldquoSpecie Dividendrdquo Without this outstanding mechanism Square Textiles Ltd would not have the opportunity of getting listed as a Public Limited Company As I understand no such company has succeeded to adopt this mechanism for the benefit of the Shareholders and the Capital Market

As you will examine the Annual Reports amp the Financial Statements you will note with satisfaction that the Companyrsquos operations during 2018-2019 had increased with satisfactory outcome despite various fiscal financial odds prevailing in the industrial countries involving International Trade We hope as the global situation stabilizes our operations and exports would seize the niche opportunities by expanding export destinations in new areas of the Government of Bangladesh offers appropriate incentives in due course of time We await and hope our Textile Products will lead us in the World Market in not too a distant time

With best wishes for all

Tapan Chowdhury Chairman

STxL Annual Report 2018-201912

CORPORA T E A CHI EVEM ENT S qua r e Te x t i l e s L t d

2008 Awarded Cotton made in Africa (CmiA) Certificate

2009 Awarded USTERIZED Certificate

2010 Received HSBC Export Excellence Award

2011 Authorized Capital BDT 3000 million

2015 Won ICSB National Award Gold for Corporate Governance Excellence

2007 Awarded Global Organic Textiles

Standard (GOTS) Certificate

2003 Awarded SUPIMA

license

2002 Listing with

Dhaka Stock Exchange Ltd Chittagong Stock Exchange Ltd

Awarded CottonUSA

Certificate

1994 Year of Establishment

(Incorporated as a Public Limited Company)

1997 Year of Operation

2000 Awarded Oeko-Tex

Standard 100 Certificate

Awarded ISO-90012008 Certificate

2012

Awarded AA rating in the long term and ST-2 in short term by CRISL

2017 Awarded as Best Taxpayer Textiles Sector Awarded AA rating in the long term and ST-1 in short term by CRISL

2018 Won Export Trophy Gold

Dear Respected Shareholders Ladies and Gentleman I am pleased to welcome you to the 24th AGM on behalf of the Board of Directors of the Company and present herewith the Annual Report along with Audited Statutory and Regulatory Reports pertaining to the Financial Year 2018-19 and seek your commentssuggestions for our future guidance

As you review the operating performance you will note that the Companyrsquos Turnover Gross Profit Net Profit (AT) etc shows remarkable growth over the previous year This had been possible due to operation of new project at Habiganj merger of Square Yarns Ltd as well as wiser inventory management reduction in process cost reduction of wastages disciplinary labour management etc A reduced rate of increase in Administrative expenses also have had an increasing effect on profit from operations

However due to increase in Finance Cost by about 195 times the rate of increase in Net Profit (BT) increased by a lower rate The Bank Borrowing had increased due financing of expansion program of the company which would when in full production be paid-off from increased earnings

I hope the Shareholders and Stakeholders will continue to have their trust in the Board of Directors Management in the future as was in the past and encourage us to improve our results

With best wishes

Samuel S Chowdhury Managing Director

REPORT FROM THE MANAGING DIRECTOR

STxLAnnual Report 2018-2019 13

Figures in lsquo000

CORPORATE OPERATIONAL RESULTS

Particulars 2018-19 2017-18 2016-17 2015-16 2014

Turnover (Net) 8896244 6367125 5020425 4998758 5115828

Gross Profit 951351 671530 525634 787050 868716

Net Profit (Before Tax) 435911 348045 297592 573967 644992

Net Profit (After Tax) 346462 290914 252494

486236 541191

Shareholdersrsquo Equity 7224422 5386034 5452946 5607074 5158723

Total Assets 12954548 9425480 7511325 6695189 6265137

Total Current Assets 6396837 4430793 3618295 3547893 3903436

Total Current Liabilities 5494425 3910867 1948729 965544 993110

Current Ratio 116 113 186 367 393 Shares Outstanding 197252000 187859048 178913379 162648527 147862298

Face Value per Share 1000 1000 1000 1000 1000

Dividend (Cash) 20 20 20 25 20

Dividend (Stock) - 5 5 10 10

Net Asset Value Per Share (NAV) 3663 2731 2764 2843 2615 Net Operating Cash Flow per Share -348 -148 070 331 422

EPS-Earning per Share (STxL) 176 147 128 247 274 EPS-Earning per Share (Consolidated) 218 232 209 376 408 EPS on Share Issued for Cash 1375 1155 1002 1930 2148 Quoted Price per Share - DSE 4570 5070 6770 7080 9100

Quoted Price per Share - CSE 4580 5120

6840 7170 9090

Price Earnings Ratio-DSE (Time) 2597 3271 4801 2602 2486

Price Earnings Ratio-CSE (Time) 2602 3303 4851 2636 2484

Market Capitalization-DSE (in billion) 901 952 1211 1151 1345

Market Capitalization-CSE (in billion) 903 962 1223 1166 1344 Shareholders 2018-19 2017-18 2016-17 2015-16 2014

SponsorsDirectors 7 7 8 8 9

Financial amp other Institution 238 219 229 226 225

Foreign Investors 5 7 11 13 12

General Public 17194 17708 18626 20931 26155

Total - 17444 17941 18874 21178 26401

Employees 2018-19 2017-18 2016-17 2015-16 2014

Executives 178 162 145 138 179

Non Executives 130 117 71 67 264

Workers 3657 2152 2211 1893 1649

Total - 3965 2431 2427 2098 2092

Standalone

34436098

STxL Annual Report 2018-201914

Corporate Governance is a discipline by which a company is controlled and directed Governance is the path to identify and ensure the ethics rights and responsibilities among different participants in the Company Good Corporate Governance is key to its successful sustenance Our Corporate Governance is as follows

Board of Di rectors

In line with the concept of good corporate management practice and the provisions of Articles of Association The Board of Directors The Top Management tier is responsible for overall control and supervision of the entire affairs of the Company primarily through strategic planning amp budgetary control mechanisms To this end The Board of Directors hold periodic meetings to resolve issues of policies and strategies recording the minutes decisions for implementation by the Executive Management During the year under review the board held 8 (eight) meetings to transact various agenda

The present members of the Board of Directors are as follows

Mr Tapan Chowdhury - Chairman Mrs Ratna Patra - Vice Chairman Mr Samuel S Chowdhury - Managing Director Mrs Anita Chowdhury - Director Mr Anjan Chowdhury - Director Mrs Nihad Kabir - Independent Director Mr SM Rezaur Rahman - Independent Director

The Board of Directors is reconstituted every year by the shareholders through retirement re-election election of one- third of its members

Members of the Board of Directors often travel abroad to bring into focus the Companys image and acquire technological gains

Top Management inauguratesparticipates in seminars training courses conferences and various cultural activities of the employees and workers which instill in them a sense of belongingness Separate Role of the Chairman and Managing Director

The positions of Chairman and Managing Director are held separate persons

Mr Tapan Chowdhury is the Chairman of the Company and responsible for the functions of the Board while Mr Samuel S Chowdhury is the Managing Director serves as the Chief Executive Officer of the Company

Independent Director

In compliance of the BSEC Regulations on Good Governance the Board of Directors as empowered by the Regulations appointed ① Mrs Nihad Kabir Barrister-at-Law is an Advocate of Supreme Court of Bangladesh legal advisor of several leading national multinational and foreign organizations and senior partner of the Syed Ishtiaq Ahmed amp Associates a firm of legal consultants and practitioners in Bangladesh and ② Mr S M Rezaur Rahman capital market consultant and Director of United Corporate Advisory Services Ltd a firm of financial amp investment advisory and post issue management of initial public offer of securities amp other related jobs in Bangladesh as the non-shareholding Independent Director of Square Textiles

with an expectation that their expertise would help contribute to the further disclosure and protect the interest of the stakeholders investors in general and smaller investors in particular

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 15

STxL Annual Report 2018-201916

Role amp Responsibi l i t ies of the Board of Di rectors

The main role of the Board of Directors which is the highest level of authority is to provide general superintendence oversee the operations and control the affairs of the company through appropriate delegation and accountability processes via the lines of command

However the Board of Directors hold the ultimate responsibility amp accountability with due diligence for conducting the activities of the company as per provisions of law in the interest of the shareholders the stake- holders the state and the society

The Board of Directors in fulfillment of its responsibility hold periodic meetings at least once a quarter and provide appropriate decisionsdirections to the Executive Management Such meetings usually consider operational performance financial results review of budgets capital expenditure proposals for BMRE or new projectsdivisionsproduct lines procure-ment of funds by issue of shares or borrowing procurement of raw materials plant amp machinery pricing of products discounts recruitment training and promotion of officers approval of annual financial statement appropriation of profit and recommendation of dividends and other interest of the stakeholders including the employees and workers

The Board of Directors take special care in designing and articulating productivity and compensation plans of employees and workers and rewarding them appropriately on the basis of quality and quantity of performance as an incentive

The Board also remains responsible for removal of operational hazards to life and health of workers friendly environmental work condition and social relationship as demanded of good citizen in a country Chief F inancia l Off icer Company Secretary and Head of Internal Audit and Compliance The Company has appointed Mr M Habibur Rahman FCMA as Chief Financial Officer Mr Sanjib Baran Roy ACS as Company Secretary and Mr Mozibur Rahman FCA as Head of Internal Audit and Compliance as per require-ment of Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission

Audit Committee of Board

The Board of Directors has constituted an Audit Committee of the Board consisting of three Non-Executive Directors namely Mrs Nihad Kabir Independent Director Mrs Ratna Patra Vice Chairman and Anjan Chowdhury Director The Independent Director is the Chairman of the Committee

The Audit Committee carries out its responsibilities as per the provisions of law and submits its report to the Board of Directors from time to time The Audit Committee shall also co-ordinate with the internal and external auditors as and when required The Audit Committee ensures that adequate internal checks amp balances supported by adequate MIS are in place for detection of errors frauds and other deficiencies

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 17

The other responsibilities include inter alia not being limited to the prevention of conflict of interest between the company and its Directors officials customers suppliers government and any other interest groups and detect or remove any scope of insider trading in the companys stock The Audit Committee also ensures compliance of requirements of BSEC and other agencies

Nomination and Remunerat ion Committee of Board

The Board of Directors formed a Nomination and Remuneration Committee of the Board comprising of three Non-Executive Directors namely Mrs Nihad Kabir Independent Director Mrs Ratna Patra Vice Chairman and Anjan Chowdhury Director

The Independent Director is the Chairman of the Committee

The terms of reference of the Nomination amp Remuneration Committee inter alia include to determine the Companyrsquos policy on specific remuneration packages for executive directors to review recommend andor approve remuneration to whole-time Directors to review and approve the Remuneration Policy of the Company to formulate criteria for evaluation of Independent Directors and the Board to devise a policy on Board Diversity to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board the appointment or removal of such persons and to discharge such other functions and exercise such other powers as may be delegated directed by the Board of Directors from time to time

Executive Management

The Managing Director the CEO is the head of the Executive Management Team which comprises senior executive members of the Company Within the limits of delegated authority and responsibility by the Board of Directors Executive Management operates through further delegation of authority at every echelon of the line management

The Executive Management operates within the frame work of policy amp Planning strategies set by the Top Management with periodic performance reporting for guidance The Executive Management is responsible for preparation of segment planssub-segment plans for every profit centers with budgetary targets for every items of goods amp services and are held accountable for deficiencies with appreciation for outstanding and exceptional performances These operations are continuously carried out by the Executive Management through series of Committees Sub-Committees Adhoc Committees amp Standing Committees assisting the line management

Legal Advisers

In order to avail the best legal services for Good Corporate Governance the company has empaneled top ranking legal professionals namely Mr Rokonuddin Mahmud Bar-at-Law and Ms Nazia Kabir Bar-at-Law They have had long term fundamental support to the companys Good Governance efforts

Shareholdersrsquo Relat ionship

Corporate Governance issues include how major policy decisions are made in business corporations how various stakeholders can influence the process who is held accountable for performance and what performance

CORPORATE GOVERNANCE

standards are applied In a nutshell power and influence are crucial in corporate governance As shareholders belong to the most important stakeholders ownership structure has an impact on the balance of power among shareholders Though sponsors usually hold majority shares required for ordinary resolutions public shareholders have a definite role and influence in the passing of special resolutions required for changes in the business object sale of businessproductive assets merger and amalgamation winding up or dissolution and amendments to Memorandum and Articles of Association for protection of minority interest up to 499 of the shareholdings

The position of shareholders as on 30th June 2019 indicates that the sponsors of the company do not hold the required shareholdings (75) for passing special resolutions This allows the public shareholders (individuals amp institutions) to play an effective role in protecting their legal corporate rights

The Company holds regularly as per law the Annual General Meeting (Shareholders Meeting) with adequate Notice and Disclosures in the Directors Report and the Auditors Report on AccountsNotes and Resolutions are passed with consensus and unanimity All reasonable and practicable suggestions are implemented with good grace

All enquiries are attended by the Company Secretary where necessary Internal Audit

Committee investigates matters of signifi-cant merit for consideration by the Management CommitteeManaging DirectorAudit Committee of BoardBoard of Directors as the case may be

The Shareholders as owners are provided with material information on the Companys operation quarterly and annually They are also provided routine services by the Company Secretary in any company matters which is permissible The Board is however responsible to the Shareholders as well as investors for publication of price sensitive information as per regulations of Bangladesh Securities and Exchange Commission A qualified Chartered Secretary is in charge for all these responsibilities as Company Secretary The Company has also a web site to provide permissible information noticesprice sensitive informationfinancial reportsdisclosures and others for the Shareholders and interested investors

Financia l Auditors

The role of the financial auditors in certification of the financial statement is the most significant aspect of Corporate Governance and protection of interest of the investors As evident from the Annual Reports the company rigidly follows the Companies Act Rules of Bangladesh Securities and Exchange Commission listing regulation code of International Financial Reporting Standards (IFRS) International Accounting Standards (IAS) and International Standard of Auditing (ISA) with legally required disclosures of Accounts and Financial Statements

CORPORATE GOVERNANCE

STxL Annual Report 2018-201918

All this has been possible due to the high level capability and integrity of Ms Ahmed Zaker amp Co Chartered Accountants whose unchallenging performance has played a very trustworthy role in the protection of interest of the investors

Compl iance Auditors

The compliance auditors is responsible in certification on compliance of conditions of Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission as well as the provisions of relevant Bangladesh Secretarial Standards of Institute of Chartered Secretaries of Bangladesh Ms Chowdhury Bhattacharjee amp Co Chartered Accountants is the compliance auditors of Square Textiles Ltd appointed by its shareholders in general meeting

D ividend Pol icy

The Management is committed to show a stable policy of distribution of dividend of the accretional wealth (profits) between the current and the future generation of shareholders This would enable the company to enhance its capital wealth and sustain for perpetuity of existence benefiting both the present cohorts and the progeny

Segment Report

The companys operations are carried out on an aggregate basis and are managed as a single operating segment Accordingly the company operates in one segment of developing manufacturing and marketing of cottonyarn for human as well as industrial use

Risk Perception

The Company Management perceives investment risk within the national and international economic perspectives in relation to legal and moral requirements involving inter alia intellectual property right scientific invention WTO Regulation MFA etc and monetary and fiscal investment policies and has prepared its production amp marketing strategies to meet the challenges from these risks

Secretar ia l Standard

Square try their best maintaining of the Secretarial Standard on meetings of the Board of Directors Members (shareholders) Minutes and Dividend issued by the Institute of Chartered Secretaries of Bangladesh

Compl iances

Square has an established procedures to ensure compliance with all applicable statutory and regulatory requirements Respective officers are responsible for ensuring proper compliance with applicable laws and regulations

296

407357 375 394

2014 2015-16 2016-17 2017-18 2018-19

Dividend Payout (Cash) (in million)

18 months

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 19

STATEMENT OF VALUE ADDED For the year ended 30 June 2019

2018-2019

2017-2018

Source of Fund Net Turnover Less Bought in Materials amp Services Add Other Income

8896244091

(7284834794) 14014592

6367124698

(5158927862) 7350278

Value Added 1625423889 1215547114

Applied in the following Ways

Employees Salaries Wages Gratuity and Other benefits Contribution to workers profit participation amp welfare fund

826114579

804319048 21795531

612613848

595211619 17402229

Government Corporate Tax Other Government Dues

66948261

43637491 23310770

71950230

57130653 14819577

Provider of Capital

Dividend

394504000 394504000

469647616 469647616

Retained by the Company

Depreciation Retain Earning

337857049

385899069 (48042020)

61335420

240069108 (178733688)

1625423889 1215547114

6134

46965

7195

61261

33786

39450

6695

82611

2 0 18-19 2 0 17-18

Em pl oye e s

G ove r nme nt

P r ov i de r of Ca p i t a l

Re t a i ne d b y t he C ompa ny

Sq

ua

re

Te

x

GRAPHICAL VIEW

Standalone

In terms of provisions of Section 184 of the Companies Act 1994 Rule 12 (and the schedule there under) of the Bangladesh Securities and Exchange Rules 1987 BSEC Notification on CGC dated 3rd June 2018 and IASndash1 (International Accounting Standardsndash1) codes as adopted by The Institute of Chartered Accountants of Bangladesh (ICAB) it is the pleasure of the Board of Directors to submit its Report to the Members of the Company for the year ended 30 June 2019 in the following paragraphs TEXTILES SECTOR

The Textile and Clothing Sector is the largest manufacturing industry in Bangladesh and plays a significant role in the growth of economy contributes more than 13 in GDP 40 industrial value addition comes from the textile sector generation of about 55 lac of the countryrsquos industrial employment where 80 are female 150 lakh of peoples in support industries depend on this trade and over 86 of the export earnings Spinning Sector is a significant part as backward linkage of textile and clothing value chain to stabilize supply chain and control the major costs The products of the spinning are cotton yarn polyester synthetic yarn woolen yarn and blended yarn mixed of cotton with polyester of different counts Yarns are being used by the weaving sub-sectors like specialized textiles handlooms and knitting and hosiery

Total demand of yarns in Bangladesh around 141 million ton where the local production meet up around 112 million ton In addition almost 85 of cotton yarns and 50 demand for synthetic and blended yarn of export-oriented fabric producing mills are being met by the private sector spinning mills

FINANCIAL PERFORMANCE

The Company reported growth in Revenue of 3972 during the year 2018-2019 due to operation of new project at Habiganj merger of Square Yarns Ltd At Standalone level the Revenue from operations stood at BDT 889624 million compared with BDT 636713 million in the Previous Year The Operating Profit stood at BDT 69785 million as against BDT 44419 million in the Previous Year an increase by 5711 The Net Profit increased by 1909 stood at BDT 34646 million against BDT 29091 million reported in the previous year

The Consolidated Revenue from operations for FY 2018-2019 was BDT 1056204 million as against BDT 941187 million in the Previous Year registering a growth of 1222 The Profit from Operation was 84218 million as against BDT 67226 million in the Previous Year and Net Profit for the year stood at BDT 42902 million against BDT 45706 million reported in the previous year

The Consolidated Profit from Operation increased by 2528 but the Net Profit declined by 613 during 2018-2019 due to increase in a) Worker Wages and Salary as a revision took place in the wages structure as per Labour Law and b) Finance Cost against new investment for expansion

DIRECTORSrsquo REPORT to the Members for the year ended 30 June 2019

Operating Income

69785

5711 Tk In million

44419

2018-19

2017-18

STxLAnnual Report 2018-2019 21

COMPANYrsquoS OPERATIONS

Square Textiles has over 22 years of experience and competency in yarn spinning arena The industry is one of the largest producers of knitting amp weaving yarns in Bangladesh Today it has one of the most sophisticated vertically integrated set-ups by which Square Textiles are producing around 110 ton of yarns every day Square Textiles focus on more sustainable and eco-friendly products namely Organic BCI Tencel Re-cycle (cotton and Polyester) etc We are developing more value added product ie Galaxy Flutter Lurex Mozaik Neppy Snow Siro etc that are more fashion trendy and higher valued export earner Square Textiles are recognized by our valued customers through quality products with committed services CapacityProduction

During the last few years Square Textiles are facing huge power crisis ie scarcity of gas supply and competition in the domestic and international market To cope with the situation Square Textiles have arranged alternative fuel generated power and adopted multiple product mix to attain high margin benefit as an alternative production technique Hence Square Textiles have restated the production capacity installation criterion and actual production quantity to make them (The production data) equivalent amp comparable

The production efficiency increased during the year 2018-19 to 9670 from 9626 than that of efficiency of 2017-2018

lsquo

The total installed production capacity (at average 30s Ring and 14s OE counts) as on June 30 2019 was as follows

SpindlesRotors In Nos 2018-19 2017-18

Installation

Spindle Installed 122976 81648

Rotor head Installed 3960 3960

Vortex head Installed 2784 672

Operation

Spindle Operated 122976 81648

Rotor head Operated 3960 3960

Vortex head Operated 2784 672

Product Capacity Installed in Kg

2018-19 2017-18 Equivalent to-

30s Count (Ring Yarn) 18171216 9944673

14s Count (OE Yarn) 9042222 10043927

30s Count (Vortex Yarn) 7927500 2450000

Total - 35140938 22438600

Actual Production in Kg 2018-19 2017-18

Actual Production 33622604 22925478

Equivalent to-

30s Count (Ring Yarn) 17617160 9400675

14s Count (OE Yarn) 8722390 9810863

30s Count (Vortex Yarn) 7642423 2388957

Total - 33981973 21600495

Production Efficiency in

2018-19 2017-18

Equivalent to-

30s Count (Ring Yarn) 9695 9453

14s Count (OE Yarn) 9646 9768

30s Count (Vortex Yarn) 9640 9751

Total (Average) - 9670 9626

D I R E C T O R S rsquo R E P O R T

STxL Annual Report 2018-201922

Cost of Production

The cost of production has varied during the past years primarily due to wide fluctuations in the price of raw cotton packing materials fuel amp power and spare parts which were beyond the control of the Management

The level of costs and their incidences are given below

in Kg 2018-19 2017-18

Output of Yarn 33623 22925 Cost of Major Items in Tk lsquo000

2018-19 2017-18

Raw Material Consumed

6040169 4139044

Packing Materials 85725 60165

FuelPower etc 592512 610729

Spare Parts 161055 150006

Other Overhead 1137374 771737

Total Cost - 8016835 5731681 Unit CostKg in Tk

2018-19 2017-18

Raw Material 17964 18055

Packing Materials 255 262

FuelPower etc 1762 2664

Spare Parts 479 654

Other Overhead 3383 3366

Total Unit Cost- 23843 25001 Raw Material Cost of Total Cost- 7534 7222

The above figure reveals that though the raw material cost per unit decreased by 050 packing materials cost decreased by 267 Fuel Power cost decreased by 3386 Spare Parts cost decreased by 2676 and other overheads increased by 051 which lead to total unit cost decreased by 463 in 2018-19 over 2017-18

The production was increased by 4565 in volume over last year

During the year under review the price of raw cotton in the international market was stable MARKETING OPERATIONS Market Exposure

The marketing operations of the Company continued its emphasis on export sales over the years which are depicted below

Quantity Sold (Kg) in lsquo000

2018-19 2017-18

Export Sales 33609 22755

Total - 33609 22755 Sales Revenue (Tk) in lsquo000

2018-19 2017-18

Export Sales 8896244 6367125

Total - 8896244 6367125 The market exposure saying that there was no local sales revenue for the period under review The export (overall) sales quantity increased by 4770 and Sales Revenue increased by 3972 in 2018-19 over 2017-18 Be noted that Square Yarns Ltd (subsidiary of Square Textiles) has merged with Square Textiles Ltd from January 01 2019 Unit Selling Prices Attained The Selling Prices (TakaKg) over the years varied as shown below

2018-19 2017-18

Export Sales 26470 27981

Total - 26470 27981 The Export Selling Prices in the year of 2018-19 over 2017-18 decreased by 540 due to decline the export demand and fallen the price of cotton yarn in the international market The price of yarn has also fallen due to the trained trade relationship between the US and China

D I R E C T O R S rsquo R E P O R T

STxLAnnual Report 2018-2019 23

STxL Annual Report 2018-201924

INDUSTRY OUTLOOK

In the wake of changing world demand structure Bangladesh is on the track of progressive higher demand for garments of mind to higher quality brands due to fiscal war between the large economics such as USA China EU etc The sector offers great scope of expansion and double the foreign exchange earnings provided Government becomes alert and provide necessary fiscal and monetary support incentives to Local strategic investors RISK amp CONCERN

Absence of long range planning inadequate strategic investment policies variable uncertain fiscal amp monetary policies disorderly employment crises Buyersrsquo dominance international trade barriers internal law and order situation especially in transport sector and lack of appropriate infrastructure etc offer risk of business and investment

CAPITAL EXPENDITURES

Square Textiles made an additional net capital expenditure of Tk 142358 million in order to upgrade production facilities and increase the production capacity during year 2018-2019 as follows

in lsquo000 2018-19 2017-18

LandCivil Construction - 78954

Plan amp Machinery 1277574

761860

Other Fixed Assets 146010 500913

Total - 1423584

1341727

The above investments had enabled the company to sustain the rate of production efficiency at the reasonable level over the years The entire amount has been invested out of its internal generation of fund and bank borrowing

INVESTMENT IN SUBSIDIARIES Square Textiles has invested Tk 95000000 as equity (9948) in the capital of Square Yarns Limited which has merged with Square Textiles on 01 January 2019

Square Textiles has also invested Tk 65783760 as equity (95) in the capital of Square Texcom Limited and has also deposited Tk 423550119 as share money deposit

As per provision of the Company Act 1994 Square Texcom Limited is subsidiary of Square Textiles Limited and as such Directors Report along with Auditors Report amp Audited Financial Statement have been included as part of this report

FOREIGN EXCHANGE EARNEDSAVED Square Tex has contributing substantial amount to the Foreign Exchange Reserve of the Country During the year Tk 6864 million has earnedsaved and contributed through its export marketing operation which is depicted below

in lsquo000 2018-19 2017-18 Total Export Earning 8164635 5711889

Less Import Costs

Raw Cotton 6824907 4228368 Spare Parts 219770 126773 Misc (with BMRE) 1051317 1131055

Net Export Earnings 68641 225693

D I R E C T O R S rsquo R E P O R T

Net Profit (After Tax)

Income

34646

1909 Tk In million

29091

2018-19

2017-18

Standalone

D I R E C T O R S rsquo R E P O R T

STxLAnnual Report 2018-2019 25

FINANCIAL RESULTS The Companyrsquos operating financial results as compared to the previous year are summarized hereunder

in lsquo000 Particulars 2018-19 2017-18 in Turnover 8896244 6367125 3972 Cost of Goods Sold 7944893 5695595 3949 Gross Profit 951351 671530 4167 Administrative Expenses 241150 221509 887 Selling amp Dist Expenses

12352 5834 11172 Operating Income 697849 444187 5711 Finance Cost 254158 86090 19522 Other Income 14015 7350 9067 Net profit before WPPF 457706 365447 2525 Contribution WPPF 21796 17402 2525 Net profit (Before Tax) 435911 348045 2525 Provision for Income Tax 35861 38201 613 Provision for Deferred Tax 53588 18930 18309 Net Profit (After Tax) 346462 290914 1909 Gross Profit Margin 1069 1055 133 Net Profit Margin (AT) 389 457 1488 EPS (Earning Per Share) 176 147 1973

The Turnover Gross Profit and Net Profit (After Tax) increased by 3972 4167 and 1909 respectively during the year of 2018-19 in comparison to previous year due to operation of new project at Habiganj merger of Square Yarns Ltd incline of USDTaka conversion rate and impact of product mix resulting in increase in Earning Per Share (EPS) by the same level

Gross Profit Margin increased by 133 and Net Profit Margin decreased by 1488 due to increase in operating amp finance cost in the year under review

The Cost of Goods Sold has increased during the year of reporting due to increase in cost of raw materials fuelpower and factory overheads which were beyond the control of the Management

The Cost of Goods Sold per unit has declined by 556 in the current Year over previous year due to changes in cost of raw materials consumed packing cost Power Cost and Spare Cost in the reporting Year than previous year

The Company however earned an extra 9067 non-operating income (stated in Note No 25 of standalone accounts) during the year 2018-2019 against last year due to increase of conversion rate of foreign currency (USD) as fluctuation gain CONTRIBUTION TO NATIONAL EXCHEQUER Square Tex contributed an amount of Tk 6694 million during the year of 2018-2019 to the National Exchequer

EXTRA-ORDINARY ACTIVITIES

The Company did not undertake or continue any extra-ordinary activities and did not suffer or gain any loss or gain from such activities

RELATED PARTY TRANSACTION

The Company had undertaken several related party transaction detail of which are given in Note No 39 of the standalone Accounts

MINORITY INTERESTS

In compliance with Condition No 1(5) (xvi) of the Corporate Governance Code 2018 of BSEC the Board hereby confirms that the interests of the minority shareholders have been duly protected in the Company

APPROPRIATION OF PROFIT

The Board of Directors recommended the appropriation of the net profit earned for the year ended June 30 2019 in the following manner

in Taka a) Fund available for

appropriation including profit for the year 2018-19

5251902027

b) Recommended for Cash Dividend 20 394504000

c) Net General Reserve amp Surplus 4857398027

ELECTION OF DIRECTORS Mrs Anita Chowdhury and Mr Tapan Chowdhury Directors of the Company retires as per article 125 amp 126 of Articles of Associa-tion and being eligible offer themselves for re-election Brief resume and other information of the above mentioned Directors are depicted in Annexure-lll

The Board of Directors has appointed Mr S M Rezaur Rahman as an Independent Director for the in its meeting dated 1st August 2019 Brief resume and other information of the above mentioned director is depicted in Annexure-lll

APPOINTMENT OF STATUTORY AUDITORS The existing Statutory Auditors of the Company Ms Ahmed Zaker amp Co Chartered Accountant retires at this 24th Annual General Meeting on completion of consecutive 3 (three) years

They are not eligible for reappointment as per Order of Bangladesh Securities and Exchange Commission

Ms KM Hasan amp Co Chartered Accountant expresses their interest to be appointed as Auditors of the Company for the year 2019-2020 The Board of Directors has recomme-nded their appointment

APPOINTMENT OF COMPLIANCE AUDITORS Ms Chowdhury Bhattacharjee amp Co Chartered Accountant retires at this Annual General Meeting and being eligible offered themselves for re-appointed as Compliance Auditor of the Company for the year 2019-2020

Dividend Payout (Cash)

39450

500 Tk In million

37572

2018-19

2017-18

D I R E C T O R S rsquo R E P O R T

STxL Annual Report 2018-201926

APPOINTMENT OF INDEPENDENTDIRECTOR

D I R E C T O R S rsquo R E P O R T COSOLIDATION OF ACCOUNTS

In terms of BSEC Regulations the company has consolidated the Accounts following the codes of International Accounting Standard - 28 amp IFRS-10 reflecting shareholders gross benefitsvalue of investments

A six months (July-Dec 2018) financial performance of Square Yarns Ltd which has been merged with Square Textiles Ltd considered in consolidation of Financial Statement of Square Textiles Ltd

Said Financial Statements are presented herewith in page

CORPORATE GOVERNANCE COMPLIANCE REPORT In accordance with the requirement of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission a statement in pursuance to Clause 1(5) Resume of the Directors who shall be reappointed Audit Committee Report as per clause 5(7) Certificate from the CEO and CFO to the Board UNDER CONDITION No 3(3) Certificate on Compliance of Conditions of Corporate Governance Code by the Compliance Auditors and Status of Compliance are depicted in the Annexure - I II III IV V and VI respectively

MANAGEMENT APPRECIATION The Board of Directors record with deep appreciation the performance of the management the officers staff and workers whose relentless effort helped to increase the productivity as well as the net profit despite the natural and unnatural adverse factors of production and marketing throughout the country and the world It is expected the employees and the management will continue to improve the results for the interest of shareholders whose unswerving trust in management has always been an inspiration to the Board of Directors The Directors humbly express its gratitude and acknowledge with keen interest the cooperation and unflinching support it has received from various agencies including Bangladesh Securities and Exchange Commission Stock Exchanges National Board of Revenue and other agencies of the public and the private sector We look forward to brighter future for all of us Tapan Chowdhury Chairman In the event of conflict between English text and Bangla

text of this report English text shall be prevailed

Foreigner 333

General Public 1362

Institutions 2122

SponsorDirectors 6183

THE

OW

NER

S

STxLAnnual Report 2018-2019 27

no 105

Pursuant to Condition No 1 (5) (xxv) of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission the Managementrsquos Discussion amp Analysis for the year ended 30 June 2019 are presented hereunder

Accounting Policies and Estimation for Preparation of Financial Statements

Square Textiles Ltd follows International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) along with prevailing local rules and regulations applicable for preparation of financial statements Detail description of accounting policies and estimation used for preparation of the financial statements of the Company are disclosed in the Notes No 2 and 3 to the standalone financial statements

Changes in Accounting Policies and Estimation

Square Tex has been following consistent policies and estimation and there is no such changes in accounting policies or estimation which has material impact on financial statements

Comparative Analysis of Financial and Operational Performance

The Directorsrsquo Report provides the analysis of financial performance and position during the year under review and also a detail comparison of financial performance and position as well as cash flows are presented as part of the financial statements including notes

However major areas of financial performance financial position as well as cash flows with immediate preceding five years including effects of inflation are depicted here in below

Figures Tk in lsquo000Particulars 2018-19 2017-18 2016-17 2015-16 2014 2013 Financial Performance Revenue 8896244 6367125 5020425 4998758 5115828 5238437 Gross Profit 951351 671530 525634 787050 868716 948720 Net Profit (Before Tax) 435911 348045 297592 573967 644992 696779 Net Profit (After Tax) 346462 290914 252494 486236 541192 587782 Financial Performance (Inflation Adjusted) Base Year Revenue 6730201 5064936 4224494 4435082 4807657 5238437 Gross Profit 719718 534190 442301 698300 816386 948720 Net Profit (Before Tax) 329776 276864 250412 509245 606139 696779 Net Profit (After Tax) 262106 231417 212464 431407

508591 587782 Financial Position Shares Outstanding 197252000 187859048 178913379 162648527 147862298 134420271 Shareholdersrsquo Equity 7224422 5386034 5452946 5607074 5158723 4886371 Total Assets 12954548 9425480 7511325 6695189 6265137 6358457 Total Liability 5730126 4039447 2058379 1088115 1106416 1472086 Current Assets 6396837 4430793 3618295 3547893 3903436 4163698 Current Liabilities 5494425 3910867 1948729 965544 993110 1363962 Financial Position (Inflation Adjusted) Base Year Shares Outstanding 149225404 149438583 150548699 144307771 138786108 134420271 Shareholdersrsquo Equity 5465431 4284496 4588443 4974803 4847968 4886371 Total Assets 9800396 7497804 6320490 5940219 5887733 6358457 Total Liability 4334964 3213309 1732046 965416 1039767 1472086 Current Assets 4839346 3524618 3044655 3147822 3668298 4163698 Current Liabilities 4156651 3111026 1639780 856666 933286 1363962

STxL Annual Report 2018-201928

MANAGEMENTrsquoS DISCUSSION amp ANALYSIS

Particulars 2018-19 2017-18 2016-17 2015-16 2014 2013 Cash Flow Net Cash Generated from Operating Operating Activities

(686379) (291474) 138081 652153 831462 690506 Net Cash Used in Investing Activities (1432871) (1341726) (913875) (884274) (332348) (528781) Net Cash Used in Financing Activities 1771675 1696880 498970 362874 (406231) (219733) Cash Flow (Inflation Adjusted) Base Year Net Cash Generated from Operating Activities

(519261) (231375) 116190 578614 781376 690506 Net Cash Used in Investing Activities (1083998) (1067320) (768991) (784592) (312328) (528781) Net Cash Used in Financing Activities 1340310 1349838 419864 321968 (381760) (219733) Financial Ratio Current Ratio 116 113 186 367 393 305 Debt to Equity 126 133 265 515 466 332 Gross Profit Margin (In ) 1069 1055 1047 1574 1698 1811 Net Profit Margin (In ) 389 457 503 973

1058 1122

Return on Equity (In ) 480 540 463 867 1049 1203 Return on Assets (In ) 267 309 336 726 864 924

Ordinary Shares Information Shares Outstanding 197252000 187859048 178913379 162648527 147862298 134420271 Face Value per Share 1000 1000 1000 1000 1000 1000 Dividend-Cash (In ) 20 20 20 25 20 20 Dividend-Stock (In ) 0 5 5 10 10 10 Dividend Payout (Cash+Stock) in lsquo000 394504 469648

447283 569270

443587

403261

Net Assets Value per Share 3663 2731 2764

2843 2615

2477 Net Operating Cash Flow per Share -348 -148 070 331 422 350

EPS-Earnings per Share (Standalone) 176 147 128 247 274 298 EPS-Earnings per Share (Consolidated) 218 232 209 376 408 424 EPS on Share Issued for Cash 1375 1155 1002 1930 2148 2333 Inflation Rate (In ) 552 578 544 592 641 Base Year

Inflation Rate Source Bangladesh Bureau of Statistics Comparison of Financial Performances with peer industry scenario A comparison of financial performances financial position as well as cash flows of 5 (five) spinning companies which are listed and in order of market capitalization as on 30 June 2018 are presented below

Figures Tk in lsquo000

Particulars Square Tex Saiham Tex Matin Spinning Aman Cotton Rahim Tex Financial Performance Revenue 6367125 2178120 4050914 1609936 995951 Gross Profit 671530 261738 608972 399139 157205 Net Profit (Before Tax) 348045 136110 355748 302961 61945 Net Profit (After Tax) 290914 109176 302605 257278 50781 Financial Position Shares Outstanding 187859048 90562500 97490000 80000000 78179200 Shareholdersrsquo Equity 5386034 2443445 4253199 3386614 319828 Total Assets 9425480 4964752 6722247 4628617 1591881 Total Liabilities 4039447 2521307 2469048 1242003 1272053 Current Assets 4430793 3032529 2488439 2854217 1006324 Current Liabilities 3910867 2268171 1906173 1100038 978488 Cash Flow Net Cash Generated from Operating Activities

(290861) 13306 549442 143942 88788 Net Cash Used in Investing Activities (1341726) 172528 (82089) 55092 (160576) Net Cash Used in Financing Activities 1696880 (186599) (717380) (120475) 144891 Market Capitalization (in 000) 9014416 4256438 3704620 3559417 3448485

Managementrsquos Discussion amp Analysis

STxLAnnual Report 2018-2019 29

Financial and Economic Scenario of Bangladesh and the Globe (in brief)

Bangladesh is the 41st largest in the world in nominal terms and 30th largest by purchasing power parity (PPP) it is classified among the Next Eleven emerging market middle income economies and frontier market GDP growth is accelerating gradually Along with the current FY2018-19 the GDP growth rate of the economy of Bangladesh surpassed the 7 percent mark for consecutive four times since FY2015-16 According to Estimated Bangladesh Bureau of Statistics (BBS) the GDP growth stood at 813 percent in FY2018-19 which was 786 percent in previous fiscal year High growth of manufacturing sector under broad industry sector has contributed significantly to achieve high GDP growth in this fiscal year

Per capita GNI (Gross National Income) and GDP (Gross National Product) stood at US$1909 and US$1827 respectively in FY2018-19 compared to US$1751 and US$1675 respectively in FY2017-18 On the basis of PPP (Purchasing Power Parity) calculated by UNDP the per capita GNI stood at US$3524 The real GDP growth for World economy stands at 33 (Source IMF)

Bangladesh registered the fastest growth rate in the Asia-Pacific economies comprised of 45 countries according to Asian Development Bank Bangladesh will continue to be the fastest growing economy in the Asia-Pacific the bank said in its Asian Development Outlook (ADO)

Public and private investment were important contributors to the high GDP growth rate in 2019 Real investments increased by 1388 Public investment to GDP ratio increased while private investment to GDP ratio decreased However Foreign Direct Investment (FDI) declined to USD 158 billion in FY 2018 from 165 billion in FY 2017 Bangladesh leaped up 7 places in the Global Competitiveness Index from 2017 but it ranked the lowest amongst its East and South Asian neighbors in Ease of Doing Business Ranking 2018 The countryrsquos Logistics

Performance Index has dropped over the last two years signaling a significant concern for local and foreign investors

One of the most densely populated economies in the world Bangladesh has continued making impressive strides in achieving social development goals for its 16555 million citizens The resilience of the countryrsquos economy is commendable However sound economic policy must be implemented to mitigate underperformance of the financial sector diversify exports and create better employment opportunities by increasing private investment It also require to mitigate the infrastructure bottlenecks insufficient power and gas supplies bureaucratic corruption political instability natural calamities and a lack of skilled workers

Risks and Concerns issues related to the financial statements

Square Tex has exposure to the Counterpart Risk Financial Risk Credit Risk Liquidity Risk and Market Risk arising from the financial statements The detail explanation of risk and concerns are explained in the Note 38 to the consolidated financial statements Square Tex having sufficient and effective measures controls to mitigate the risk and concerns

Future Plan or Projection or Forecast

The Management of Square Tex is very sincere in adoption of necessary feasible plans and strategy in respect of sustainability in its performances amp financial position and to continue the operations for foreseeable future

Managementrsquos Discussion amp Analysis

STxL Annual Report 2018-201930

The number of Board Meeting and the Attendance of Directors during the year 2018-2019 were as follows

Name of the Directors Position Meeting Held Attended Mr Tapan Chowdhury Chairman 8 8 Mrs Ratna Patra Vice Chairman 8 8 Mr Samuel S Chowdhury Managing Director 8 8 Mrs Anita Chowdhury Director 8 5 Mr Anjan Chowdhury Director 8 8 Mr Syed Afzal Hasan Uddin Independent Director 8 7 Mrs Nihad Kabir Independent Director 8 8

Mr S M Rezaur Rahman Independent Director 8 0 Tenure Expired on 8th May 2019 Appointed on 1st August 2019

The pattern of shareholding as on 30 June 2019 are as follows

Name of the Shareholders Status Shares held i ParentSubsidiaryAssociated

Companies and other related parties

- - -

ii Directors Chief Executive Officer Chief Financial Officer Company Secretary Head of Internal Audit and their Spouses and Minor Childrens

Mr Tapan Chowdhury Chairman 6588167 334 Mrs Ratna Patra Vice Chairman 4474493 227 Mr Samuel S Chowdhury Managing Director 6181939 313 Mrs Anita Chowdhury Director 5843083 296 Mr Anjan Chowdhury Director 5401909 274 Mrs Nihad Kabir Independent Director - - Mr S M Rezaur Rahman Independent Director - - Mr M Habibur Rahman Chief Financial Officer - - Mr Sanjib Baran Roy Company Secretary - - Mr Mozibur Rahman Head of Internal Audit amp Compl - -

iv Executives Mr Md Alamgir Hossain Head of Operations - - Mr Suresh Chadra Bala Head of Plant 525 00003 Mr Md Abdur Rahman Head of Engineering 3215 00016 Mr Avijit Kumar Biswas Head of Procurement - - Mr Md Shahid Raihan Head of Quality Assurance - -

v Shareholders Holding 10 or more voting interest in the company Square Pharmaceuticals Ltd Sponsor Shareholder 91436679 4636

The Financial Statement of the Company

present true and fair view of the Companyrsquos state of affairs result of its operation cash flows and changes in equity

Proper books of accounts as required by the prevailing law have been maintained

Appropriate accounting policies have been followed in formulating the financial statements and accounting estimates were reasonable and prudent

The financial statement was prepared in accordance with IAS or IFRS

The internal control system is sound in design and is effectively implemented and monitored

There is no significant doubt about the companyrsquos ability to continue as a going concern

There is no significant deviation from the operating result of the last year

Key operating and financial data of last five years have been presented in summarized form in page no 14

Remuneration of Directors including Independent Director have been shown in Note no 22 in the Notes of Account

Annexure I to the Directorsrsquo Report

THE DIRECTORS ALSO REPORT THAT

STxLAnnual Report 2018-2019 31

A UDIT COM MIT T EE R EPO RT For the year 2018-2019

Square Textiles Limited having an Audit Committee as a subcommittee of the Board of Directors in order to assist the Board of Directors in ensuring and fulfilling its oversight responsibilities The Audit Committee consists of the following persons

Mrs Nihad Kabir Independent Director - Chairman Mrs Ratna Patra Vice Chairman - Member Mr Anjan Chowdhury Director - Member Mr Sanjib Baran Roy Company Secretary - Secretary

The scope of Audit Committee was defined as under

(a) Review and recommend to the Board to approve the quarterly and annual financial statements prepared for statutory purpose

(b) Monitor and oversee choice of accounting policies and principles internal control risk management process auditing matter hiring and performance of external auditors

(c) Review statement of significant related party transactions submitted by the management

(d) Carry on a supervision role to safeguard the systems of governance and independence of statutory auditors and

(e) Review and consider the report of internal auditors and statutory auditors observations on internal control

Activities carried out during the year

The Committee reviewed the integrity of the quarterly and annual financial statement and recommended to the Board for consideration The Committee had overseen reviewed and approved the procedure and task of the internal audit financial report preparation and the external audit reports The Committee found adequate arrangement to present a true and fair view of the activities and the financial status of the company and didnrsquot find any material deviation discrepancies or any adverse findingobservation in the areas of reporting

Mrs Nihad Kabir Chairman Audit Committee Date 13th October 2019

Annexure II to the Directorsrsquo Report

STxLAnnual Report 2018-2019 33

D I R E C T O R S P R O F I L E

W ho ar e se ek i ng a ppointm ent

Re-appointment of Director

Mrs Anita Chowdhury is a Director of Square Textiles Ltd spouse of late Samson H Chowdhury Founder Chairman of the Company Mrs Chowdhury is associated with the business from its inception in 1994 She is also a shareholder of Square Pharmaceuticals Ltd (Listed Company) Mrs Anita Chowdhury is also Director in 3 other private limited company namely Astras Limited Square Holdings Limited and Square Air Limited under the Square Group Mr Tapan Chowdhury is a Director of Square Textiles Ltd from its inception in 1994 and appointed as Chairman in 2018 second son of late Samson H Chowdhury founder Chairman of the Company Science graduate from the University of Dhaka and has completed different advanced courses on Business Management in Europe Having a prosperous experience of more than 37 years in Pharmaceuticals Hospitals Textiles RMG IT Healthcare Toiletries Food amp Consumer Products Organic Tea Plantation Capital Market Operation amp Satellite TV Broadcasting

Mr Chowdhury also Sponsor Director in 30 other private limited company namely Square Hospitals Ltd Square Toiletries Ltd Square Fashions Ltd Square Denims Ltd Square Food amp Beverages Ltd Square Securities Management Ltd Square Air Ltd Astras Ltd Sabazpur Tea Company Ltd Maasranga Communications Ltd (Maasranga Television) under the Square Group

At present he is the Chairman of Bangladesh Herbal Products amp Manufactures Association and Koinonia President of United Baptist Church Trust Association Vice President of Baptist World Alliance and Asia Pacific Baptist Federation EC Member of International Chamber of Commerce and Kurmitola Golf Club

He was an Advisor (Minister) to the Caretaker Government of Bangladesh in 2007 Mr Chowdhury was also a Former President of The Metropolitan Chamber of Commerce and Industry (MCCI) Young Menrsquos Christian Association (YMCA) and Bangladesh Baptist Church Fellowship (BBCF)

Mr Tapan Chowdhury has been awarded several times as a highest individual taxpayer in the Country CIP (Commercially Important Person)

Appointment of Independent Director

Mr S M Rezaur Rahman Economics Graduate Dhaka University is a capital market consultant and Director of United Corporate Advisory Services Ltd a firm of financial amp investment advisory and post issue management of initial public offer of securities amp other related jobs in Bangladesh Mr Reza has a rich experience of more than 35 years in capital market issue and post issue management of initial public offering of securities and in the corporate arena Mr Reza was a partner in AAA Consultant amp Financial Advisors from 1994 to 2004 served as Managing Director of SofSys Computing amp Data Processing Ltd from 1994 to 2011

He was inducted as Nominated Director in the Board of Aramit Cement Limited and Aramit Limited for three years Mr Reza was also the Independent Director of CVO Petrochemical Refinery Ltd Aramit Cement Limited amp Aramit Limited and Chairman of the Audit Committee of Aramit Cement Limited and Aramit Limited

Annexure III to the Directorsrsquo Report

DECLARATION BY CEO AND CFO Under Condition 1(5)(xxvi) of CGC

The Board of Directors Date 13 October 2019 Square Textiles Ltd Square Centre 48 Mohakhali CA Dhaka Subject Declaration on Financial Statements for the year ended on 30th June 2019 Dear Sirs Pursuant to the condition No 1(5)(xxvi) imposed vide the Commissionrsquos Notification No BSEC CMRRCD2006 -158207Admin80 Dated 3 June 2018 under section 2CC of the Securities and Exchange Ordinance 1969 we do hereby declare that 1 The Financial Statements of Square Textiles Ltd for the year ended on 30th June 2019 have been

prepared in compliance with International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS) as applicable in the Bangladesh and any departure there from has been adequately disclosed

2 The estimates and judgments related to the financial statements were made on a prudent and reasonable basis in order for the financial statements to reveal a true and fair view

3 The form and substance of transactions and the Companyrsquos state of affairs have been reasonably and fairly presented in its financial statements

4 To ensure above the Company has taken proper and adequate care in installing a system of internal control and maintenance of accounting records

5 Our internal auditors have conducted periodic audits to provide reasonable assurance that the established policies and procedures of the Company were consistently followed and

6 The managementrsquos use of the going concern basis of accounting in preparing the financial statements is appropriate and there exists no material uncertainty related to events or conditions that may cast significant doubt on the Companyrsquos ability to continue as a going concern

In this regard we also certify that -

(i) We have reviewed the financial statements for the year ended on 30th June 2019 and that to the best of our knowledge and belief

(a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading

(b) these statements collectively present true and fair view of the Companyrsquos affairs and are in compliance with existing accounting standards and applicable laws

(ii) There are to the best of knowledge and belief no transactions entered into by the Company during the year which are fraudulent illegal or in violation of the code of conduct for the companyrsquos Board of Directors or its members

Sincerely yours Samuel S Chowdhury M Habibur Rahman Managing Director Chief Financial Officer

Annexure IV to the Directorsrsquo Report

STxL Annual Report 2018-201934

CERTIFICATE OF COMPLIANCE Under Condition 1(5)(xxvii) of CGC

L imited on compliance on the Corporate Governance Code

We have examined the compliance status to the Corporate Governance Code by Square Textiles Limited for the year ended on 30th June 2019 This Code relates to the Notification No BSEC CMRRCD2006 -158207Admin80 Dated 3 June 2018 of the Bangladesh Securities and Exchange Commission Such compliance with the Corporate Governance Code is the responsibility of the Company Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of the Corporate Governance Code This is a scrutiny and verification and an independent audit on compliance of the conditions of the Corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Corporate Governance Code We state that we have obtained all the information and explanations which we have required and after due scrutiny and verification thereof we report that in our opinion

(a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the above mentioned Corporate Governance Code issued by the Commission or not complied (if not complied specify non-compliances)

(b) The company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code

(c) Proper books and records have been kept by the company as required under the Companies Act 1994 the securities laws and other relevant laws and

(d) The governance of the company is satisfactory

Place Dhaka BK Bhattacharjee FCA Dated 14 October 2019 Chartered Accountants

Partner Chowdhury Bhattacharjee amp Co

Annexure V to the Directorsrsquo Report

STxLAnnual Report 2018-2019 35

Report to the Shareholders of Square Texti les

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

100 Board of Directors 1(1) Board Size (minimum - 5 and maximum - 20) radic 1(2) Independent Director 12(a) 15th of total as Independent Director (ID) radic 12 (b) (i) Does not hold any share of less than 1 shares in the Company radic 12(b) (ii) Not a Sponsor of the Company radic 12 (b)(iii) Who has not been an executive of the company radic 12 (b)(iv) Does not have other relationship radic 12 (b)(v) Not a Member or TREC Director or Officer of any Stock Exchange radic 12 (b)(vi) Not a ShareholderDirectorOfficer of any MemberTREC holder of Stock Exch radic

12 (b)(vii) Not a partner or an Executive or was not a partner or an Executive during the preceding 3 (Three) years of the concerned Companyrsquos statutory audit firm radic

12 (b)(viii) Not an Independent Director in more than five listed Companies radic

12 (b)(ix) Not Convicted by a court of competent jurisdiction as a defaulter in payment of any loanadvance to a Bank or a Non-Bank Financial Institution radic

12 (b)(x) Not convicted for a Criminal Offence radic 12 ( c ) Appointed by the Board and approved by the shareholders in AGM radic 12 (d) Post cannot remain vacant more than 90 days radic 12 (e) Tenure of the Independent Director radic 13 Qualification of Independent Director 13(a) Independent Director shall be a knowledgeable individual radic 13(b)(i) Business Leader who is or was a promoter or director of an unlisted company radic 1(3)(b)(ii) Should be a Corporate LeaderBusiness Leader radic

1(3)(b)(iii) Former official of government radic

1(3)(b)(iv) University Teacher who has educational background in Economics or Commerce or Business Studies or Law radic

1(3)(b)(v) Professional Chartered Accountant Secretary or equivalent qualification radic 1 (3) ( c) The independent director shall have at least 10(ten) years of experiences radic 1 (3) (d) Relaxation in special cases NA 1(4) Duality of Chairperson of the Board of Directors and Managing Director or Chief Executive Officer 1(4)(a) The posts of Chairperson of the board and CEO are different individuals radic

1(4)(b) MD andor CEO of a listed Company shall not hold the same position in another listed Company

radic

1(4)(c) The Chairperson shall be elected form among the non-executive directors radic

1(4)(d) The Board shall clearly define respective roles and responsibilities of the Chairperson and the Managing Director andor CEO

radic

1(4)(e) In absence of Chairperson of the Board etc radic

1(5) The Directorsrsquo Report to Shareholders 1(5)(i) Industry outlook and possible future developments in the industry radic 1(5)(ii) Segment-wise or product-wise performance radic 1(5)(iii) Risks and concerns including internal and external risk factor radic 1(5)(iv) Discussion on Cost of Goods sold Gross profit Margin and Net Profit Margin radic 1(5)(v) Discussion on continuity of any extraordinary activities and implications radic 1(5)(vi) Detailed discussion and statement on related party transactions radic 1(5)(vii) Utilization of proceeds from publicrights issues andor through any others NA

1(5)(viii) Explanation if the financial results deteriorate after the company goes for IPO RPO Rights Offer Direct Listing etc NA

1(5)(ix) Explanation by the Management if significant variance occurs between Quarterly Financial Performance and Annual Financial Statements NA

1(5)(x) Remuneration to Directors including Independent Director radic

1(5)(xi) Statement that financial statements prepared by the management of the issuer present fairly its state of affairs the result of its operations cash flows and changes in equity

radic

1(5)(xii) Proper books of account of the issuer company have been maintained radic

1(5)(xiii) Appropriate accounting policies have been consistently applied in preparation to the financial statements and that the accounting estimates are based on reasonable and prudent judgment

radic

1(5)(xiv) International Accounting Statement (IAS) Bangladesh Accounting Standard (BAS) International Financial Reporting standard (BFRS) as applicable in Bangladesh have been followed in preparation of the financial statements and any departure there-from has been adequately disclosed

radic

1(5)(xv) The system of internal control is sound in design and has been effectively implemented and monitored radic

1(5)(xvi) A statement that minority shareholders have been protected from abusive actions by or in in the interest of controlling shareholders acting either directly or indirectly and have effective means of redress

radic

STATUS OF COMPLIANCE Under Condition 1(5)(xxvii) of CGC

Annexure VI to the Directorsrsquo Report

STxL Annual Report 2018-201936

Annexure VI to the Directorsrsquo Report

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

1(5)(xviii) Significant deviations from the last yearrsquos operation results of the issuer company shall be highlighted and the reasons there of should be explained radic

1(5)(xix) Key operating and financial data of at least preceding 5 (Five) years shall be summarized radic

1(5)(xx) If the issuer company has not declared dividend (cash or stock) for the year the reasons there of shall be given NA

1(5)(xxi) Boardrsquos statement to the effect that no bonus shares or stock dividend paid as interim dividend NA

1(5)(xxii) The number of Board meetings held during the year and attendance by each Director shall be disclosed radic

1(5)(xxiii) A report on the pattern of shareholding disclosing the aggregate (name wise details) radic

1(5)(xxiii)(a) ParentSubsidiaryAssociated Companies and other related parties (name wise details) radic

1(5)(xxiii)(b) Directors CEO Company Secretary CFO HIAC and their spouses and minor children (name wise details) radic

1(5)(xxiii)(c) Executives radic

1(5)(xxiii)(d) Shareholders holding ten percent (10) or more voting interest in the company (name wise details) radic

1(5)(xxiv)(a) A brief resume of the director in case of appointment or reappointment radic 1(5)(xxiv)(b) Nature of hisher expertise in specific functional areas

radic

1(5)(xxiv)(c ) Names of the companies in which the person also holds the directorship and the memberships of committees of the Board

radic 1(5)(xxv) Management discussion and analysis signed by CEOMD presenting detail analysis of the companyrsquos position and

operations 1(5)(xxv)(a) Accounting policies and estimation for preparation of financial statements radic

1(5)(xxv()b) Changes in accounting policies and estimation as well as cash flows on absolute figure for such changes radic

1(5)(xxv(c ) Comparative analysis and financial position as well as cash flew for current financial year with immediate preceding five years explaining reasons radic

1(5)(xxv)(d) Compare such financial performance or results and financial position as well as cash flows with the peer industry scenario radic

1(5)(xxv)(e) Briefly explain the financial and economic scenario of the country and globe radic 1(5)(xxv)(f) Risks and concerns issues related to the financial statements radic

1(5)(xxv)(g) Future plan or projection or forecast for companyrsquos operation shall be explained to the shareholders in the next AGM radic

1(5)(xxvi) Declaration or certification by the CEO and the CFO to the Board as required under condition No 3(30) shall be disclosed as per Annexure-A radic

1(5)(xxvii) The report as well as certificate regarding compliance of conditions of this Code as required under condition No 9 shall be disclosed radic

1(6) Meeting of the Board of Directors 1(6) Compliance under Bangladesh Secretarial Standards (BSS) radic 1(7) Code of Conduct for the Chairperson other Board members and Chief Executive Officer

1(7)(a) The Board shall lay down a code of conduct based on the recommendation of the Nomination and Remuneration Committee(NRC) radic

1(7)(b) The code of conduct as determined by the NRC shall be posted on the website of the company including among others prudent conduct and behaviorhellip radic

2 Governance of Board of Directors of Subsidiary Company

2(a) Provisions relating to the composition of the Board of the holding company shall be made applicable to the composition of the Board of the subsidiary company

radic

2(b) Independent Director of holding company also in the subsidiary company radic

2(c) Minutes of subsidiary to be placed in the meeting of holding company radic

2(d) The minutes of the respective Board meeting of the holding company shall state that they have reviewed the affairs of the subsidiary company

radic

2(e) The Audit Committee of the holding company shall also review the financial statements in particular the investments made by the subsidiary company radic

3 Managing Director (MD) or Chief Executive Officer Chief Financial Officer (CFO) Head of Internal Audit and Compliance (HIAC) and Company Secretary (CS) 31 Appointment

3(1)(a) Board shall appoint a MD or CEO Company Secretary CFO and HIAC radic

3(1)(b) The positions of the MDCEOCSCFO amp HIAC shall be filled by different individuals radic

3(1)(c) The MD or CEO CS CFO and HIAC of a listed company shall not hold any executive position in any other company at the same time radic

3(1)(d) The Board shall clearly define respective roles responsibilities and duties of the CFO the HIAC and the CS radic

3(1)(e) MD or CEO CS CFO and HIAC shall not be removed from their position without approval of the Board and be disseminated to the commission and exchange radic

32 Requirement to attend Board of Directorsrsquo Meetings 3 (2) MD or CEOCSCFO and HIAC shall attend the meetings of the Board radic 33 Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial Officer (CFO)

3(3)(a)(i) The statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading radic

3(3)(a)(ii) The statements together present a true and fair view of the companyrsquos affairs and are in compliance radic

3(3)(b) The MD or CEO and CFO to certify on due diligence in the Report radic

STxLAnnual Report 2018-2019 37

Annexure VI to the Directorsrsquo Report

Condition

No Title Compliance Status

Remarks (If any) Compiled Not Compiled

3(3)( c) The certification of the MDCEO and CFO shall be disclosed in the Annual Report radic 4 Board of Directorsrsquo Committee 4 (i) Audit Committee radic 4 (ii) Nomination and Remuneration Committee radic 5 Audit Committee 51 Responsibility to the Board of Directors 5(1) (a) Company shall have an Audit Committee as a sub-committee of the Board radic

5(1) (b) Audit Committee shall assist the Board in ensuring that the financial statements reflect true and fair view of the state of affairs of the Company and in ensuring a good monitoring system within the business

radic

5(1) (c) Audit Committee shall report on its activities to the Board of Directors radic

52 Constitution of the Audit committee 5(2) (a) The Audit Committee shall be composed of at least 3 (three) members radic

5(2) (b) Board shall appoint members of the Audit Committee who shall be non-executive director

radic

5(2) (c ) All members of the Audit Committee should be ldquofinancially literaterdquo and at least 1 (one) member shall have accounting or related financial management experience

radic

5(2) (d) When the term of service of the Committee members expires or there is any circumstance causing any Committee member to be unable to hold hellip radic

5(2) (e) The Company Secretary shall act as the Secretary of the Audit Committee radic 5(2)(f) Quorum of Audit Committee meeting at least One independent director radic 53 Chairperson of the Audit Committee 5(3)(a) The Board shall select Chairperson of the Audit Committee who will be ID radic 5(3)(b) Absence of the Chairperson of the Audit Committee members to elect one radic 5(3)( c) Chairperson of the Audit Committee shall remain present in the AGM radic 54 Meeting of the Audit Committee 5(4)(a) The Audit Committee shall conduct at least 4 meetings in a financial year radic 5(4)(b) Quorum of Audit Committee presence of 2 or 23 members whichever is higher radic 55 Role of Audit Committee 5(5)(a) Oversee the financial reporting process radic 5(5)(b) Monitor choice of accounting policies and principles radic 5(5)(c ) Internal Audit and Compliance process to ensure that it is adequately resourced radic 5(5)(d ) Performance of external auditors radic

5(5)(e) Hold meeting with the auditors review the annual financial statements before submission to the Board for approval or adoption radic

5(5)(f ) Review with the management the annual financial statements before submission to the Board for approval radic

5(5)(g ) Review with the management the Quarterly and half yearly financial statements before submission to the Board for approval radic

5(5)(h ) The review adequacy of internal audit function radic

5(5)(i) Review the managementrsquos discussion and analysis before disclosing in the Annual Report radic

5(5)(j ) Review statement of all related party transactions submitted by the Mgt radic

5(5)(k ) Review management letters or letter of Internal Control weakness issued by statutory auditors radic

5(5)(l ) Oversee determination of audit fees based on scope and magnitude radic 5(5)(m ) Oversee whether IPO proceeds utilized as per the published Prospectus NA 56 Reporting of the Audit Committee 56 (a) Reporting to the Board of Directors 5(6)(a)(i) The Audit Committee shall report on its activities to the Board radic 5(6)(a)(ii)(a) Report on conflicts of interests radic

5(6)(a)(ii)(b) Suspected or presumed fraud or irregularity or material defect identified in the internal audit and compliance process radic

5(6)(a)(ii)(c) Suspected infringement of laws regulatory compliance including securities related laws relies and regulation radic

5(6)(a)(ii)(d) Any other matter which the Audit Committee deems necessary shall be disclosed to the Board immediately radic

56 (b) Reporting to the Authorities 57 Reporting to the Shareholders and General Investors 5(7) Reporting to the Shareholders and General Investors radic 6 Nomination and Remuneration Committee (NRC) 61 Responsibility to the Board of Directors 6(1)(a) The company shall have a NRC as a sub-committee of the Board radic

6(1)(b) NRC shall assist the Board in formulation of the nomination criteria or policy for determining qualifications radic

6(1)(c) The Terms of Reference of the NRC shall be clearly set forth in writing radic 62 Constitution of the NRC 6(2)(a) The Committee shall comprise of at least three members including an ID radic 6(2)(b) All members of the Committee shall be non-executive directors radic 6(2)(c) Members of the Committee shall be nominated and appointed by the Board radic

STxL Annual Report 2018-201938

Annexure VI to the Directorsrsquo Report

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

6(2)(d) Board have authority to remove and appoint any member of the committee radic 6(2)(e) Board shall fill the vacancy within 180 days of such vacancy in the Committee radic 6(2)(f) The Chairperson of the Committee may appointco-opt any external expert radic 6(2)(g) The company secretary shall act as the secretary of the committee radic

6(2)(h) The quorum of the NRC meeting shall not constitute without attendance of at least an independent director radic

6(2)(i) No member of the NRC shall receive any remunerationadvisory other than Directorrsquos fees or honorarium form the company radic

63 Chairperson of the NRC 6(3)(a) Board shall select 1 member of the NRC to be Chairperson of the Committee radic 6(3)(b) Absence of chairperson the remaining members may elect one of them radic 6(3)(c) Chairperson of the NRC shall attend the AGM radic 64 Meeting of the NRC 6(4)(a) The NRC shall conduct at least one meeting in a financial year radic 6(4)(b) The Chairperson of the NRC may convene any emergency meeting radic 6(4)(c) Quorum of NRC meeting presence of 2 or 23 members whichever is higher radic

6(4)(d) Proceedings of NRC meeting shall be recorded in the minutes and such minutes shall be confirmed in the next meeting radic

65 Role of NRC

6(5)(a) NRC shall be independent and responsibleaccountable to the Board and to the shareholders radic

6(5)(b)(i)(a) Level and composition of remuneration is reasonable and sufficient to attract retain and motivate suitable directors to run the company successfully radic

6(5)(b)(i)(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks radic

6(5)(b)(i)(c) Remuneration to directors top level executive involves a balance between fixed and incentive pay reflecting short and long term performance radic

6(5)(b)(ii) Devising a policy on Boardrsquos diversity taking into consideration age experience etc radic

6(5)(b)(iii) Identifying persons who are qualified the criteria laid down and recommend their appointment and removal to the Board radic

6(5)(b)(iv) Formulating criteria for evaluation of performance of independent directors and the Board radic

6(5)(b)(v) Identifying companyrsquos needs for employees at different levels and determine their selection transfer or replacement radic

6(5)(b)(vi) Developing recommending and reviewing annually the companyrsquos human resources and training policies radic

6(5)(c ) The company shall disclose the nomination and remuneration policy and the evaluation criteria and activities of NRC at a glance in its annual report radic

7 External or Statutory Auditors 7(1) Issuer company shall not engage its external auditors to perform the following 7(1)(i) Appraisal or valuation services or fairness opinions radic 7(1)(ii) Financial information systems design and implementation radic 7(1)(iii) Book keeping or other service related to the account ion records radic 7(1)(iv) Brokerndashdealer services radic 7(1)(v) Actuarial services radic 7(1)(vi) Internalspecial audit services radic 7(1)(vii) Any services that the Audit Committee may determine radic 7(1)(viii) Certification services on compliance of corporate governance radic 7(1)(ix) Any other service that may create conflict of interest radic

7(2) No partner or employees of the ExternalStatutory Auditors audit firms shall possess any share of the company they audit at least during the tenure radic

7(3) Representative of External Auditors shall remain present in the AGM radic 8 Maintaining a website by the company 8(1) The company shall have an official website linked with that of the stock exchange radic 8(2) The company shall keep the website functional from the date of listing radic

8(3) The company shall make available the detailed disclosures on its website as required under the listing regulations of the concerned stock exchanges radic

9 Reporting and Compliance of Corporate Governance

9(1) The company shall obtain a certificate from a practicing professional firm on yearly basis regarding compliance of conditions of Corporate Governance and such certificate shall be disclosed in the Annual Report

radic

9(2) The professional who will provide the certificate on compliance of Corporate Governance shall be appointed by the Shareholders in the AGM radic

9(3) The directors of the company shall state in accordance with the Annexure-C attached in the directors report whether the company has complied with these conditions

radic

STxLAnnual Report 2018-2019 39

A Nomination and Remuneration Policy

100 Introduction The Nomination and Remuneration Policy is prepared and adopted in compliance with Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission in view to formulate and recommend proper fair transparent and non-discriminatory nomination and remuneration for the Directors and Top Level Executives of the Square Textiles Ltd The Nomination and Remuneration Policy of Directors and Top Level Executives has been formulated by the Nomination and Remuneration Committee and has been approved by the Board of Directors of Square Textiles Ltd 200 Definitions

ldquoNRC or the Committeerdquo means Nomination and Remuneration Committee

ldquothe Companyrdquo means Square Textiles Ltd

ldquoBoardrdquo means Board of Directors of Square Textiles Ltd

ldquoDirectorrdquo means Member of the Board

ldquoTop Level Executiverdquo means the Managing Director or Chief Executive Officer Additional or Deputy Managing Director Chief Operating Officer Chief Financial Officer Company Secretary Head of Internal Audit and Compliance Head of Administration and Human Resources or equivalent positions and same level or ranked or salaried officials of the company 300 Nomination and Remuneration Committee The Nomination and Remuneration Committee has been constituted by the Board of Directors of the Company as a subcommittee to assist the Board under the Condition No 6 of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission

NRC is independent and responsible or accountable to the Board of Directors and to the Shareholders of Company The NRC consists of the following Non-Executive Director of the Board Name of the Members Position in the

Committee

Mrs Nihad Kabir - Chairman Independent Director Mrs Ratna Patra - Member Director Mr Anjan Chowdhury - Member Director The Terms of Reference of the NRC have been defined and adopted by the Board of Directors of the Company 400 Objective

The objective of the NRC is to oversee assist and guide the Board of Directors-

To formulate the criteria for determining qualifications positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration of Directors and Top Level Executives

To devise policy on Boards diversity taking into consideration of age gender experience ethnicity educational background and nationality

To the appointment fixation of remuneration and removal of Directors and Top Level Executives

To formulate the criteria in respect to evaluate performance of the Independent Director and the Board

To identify the companyrsquos needs for employees at different levels and determine their selection transfer or replacement and promotion criteria

NRC SQUARE TEXTILES Under Condition 6(5)(c)

STxL Annual Report 2018-201940

To develop recommend and review the companyrsquos human resources and training policies

To retain motivate and promote talent and to ensure long term sustainability of talented Top Level Executive and create competitive advantage

To recommend Code of Conduct for the Chairman and other Members of the Board and Managing Director

To Implement and monitor policies and processes regarding principles of corporate governance

500 Nomination and Appointment of Directors and Top Level Executives The committee is responsible to ensure that the procedures for nomination and appointment of Directors and Top Level Executive are taken place in transparent rigorous and non-discriminatory way The committee also responsible to identify and ascertain the combination of age gender educational background experience knowledge ethnicity diversity nationality and other relevant personal values amp attributes for nomination and appointment of Director and Top Level Executives 600 Remuneration for Directors and Top Level Executives The committee shall oversee review and make report with recommendation to the Board the level and composition of remuneration is reasonable and sufficient to attract motivate and retain suitable dependable and skilled Director and Top Level Executive They also consider and review the relationship of remuneration to performance is clear and meets appropriate performance benchmarks remuneration to Director and Top Level Executive involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals

700 Validation of the Policy

This policy on Nomination and Remuneration of Directors and Top Level Executives of the Company has been formulated by the Nomination and Remuneration Committee and has been approved by the Board of Directors of Square Textiles Ltd 800 Amendments to the Policy The Board preserve the rights to amend and review time to time the provisions of the policy depending on the legal and other requirements or for a bona fide purpose

B Evaluation of Performance Evaluation of performance of Directors be carried out through completion of a preset confidential questionnaire andor collective feedback or any other effective criteria adopted by the Board yearly or at such intervals of its work function and performance as may be considered necessary in order to ascertain the effectiveness and to measure the contribution of the Directors as well as the Top Level Executives of the Company

C Activities of the NRC carried out during the reporting period The NRC carried out the following activities in line with Committeersquos Terms of Reference during the reporting period i Reviewed and recommended the Code of

Conduct for the Chairman other Members of the Board and Managing Director

ii Reviewed the Companyrsquos existing policy relating to the remuneration of Directors and Top Level Executives

iii Discussed and decided in regard to formulate the criteria of evaluation of performance of the Board and Independent Directors

iv Reviewed the Companyrsquos existing Human Resource and Training policies

NRC SQUARE TEXTILES Under Condition 6(5)(c)

STxLAnnual Report 2018-2019 41

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STxL Annual Report 2018-201942

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STxL Annual Report 2018-201944

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STxLAnnual Report 2018-2019 45

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STxL Annual Report 2018-201946

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Financial Statement 2018-2019

Statement of Financial Position - 54

Statement of Profit or Loss and other Comprehensive Income - 55 Statement of Changes in Equity - 56 Statement of Cash Flows - 57 Basis of Preparation and Presentation - 58 Application of IAS - 58 Employees Benefit Plan - 60 Financial Risk Management - 61 Related Party Transaction - 62 Property Plants and Equipment - 72

Square Texti les Ltd And it Subsidiary

Consolidated

INDEPENDENT AUDITORSrsquo REPORTINDEPENDENT AUDITORSrsquo REPORTTo the shareholders of SQUARE TEXTILES LIMITED

REPORT ON THE AUDIT OF THE CONSOLIDATED amp SEPARATEFINANCIAL STATEMENTS

Opinion

We have audited the Consolidate financial statements of SQUARE TEXTILES LIMITED amp its subsidiary (the ldquoGrouprdquo) as well as the separate financial statements of SQUARE TEXTILES LIMITED (the ldquoCompanyrdquo) which comprise the Consolidated amp Separate Statement of Financial Position as at 30 June 2019 and Consolidated amp Separate Statement of profit or loss amp other Comprehensive Income Consolidated amp Separate Statement of Changes in Equity and Consolidated amp Separate Statement of Cash Flows for the year then ended and notes to the Consolidated amp Separate financial statements including a summary of significant accounting policies and other explanatory information

In our opinion the accompanying consolidated financial statements of the Group amp separate financial statement of the company give a true and fair view in all material respects of the Consolidated amp Separate financial position of the company as at 30 June 2019 and its Consolidated amp Separate financial profit or loss amp other Comprehensive Income and its Consolidated amp Separate cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) the Companies Act 1994 the securities and Exchange Rules 1987 and other applicable laws and regulations

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) Our responsibilities under those standards are further described in the Auditorsrsquo Responsibilities for the Audit of the Consolidated amp Separate Financial Statements section of our report We are independent of the Group amp the Company in accordance with the International Ethics Standards Board for Accountantsrsquo Code of Ethics for Professional Accountants (IESBA code) together with the ethical requirements that are relevant to our audit of the financial statements in Bangladesh and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of most significance in our audit of the financial statement of the current period These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon and we do not provide opinion on these matters

STxL Annual Report 2018-201948

Our response to the risk

RiskRevenue Recognition

See note no 2000 to the Separate financial statements

Revenue recognition has significant and wide influence on financial statements Revenue is recognized when the amounts and the related costs are reliably measured and the performance obligation is complete through passing of control to the customers Revenue from the sale of goods is recognized at the time when the goods are transferred to the buyer the significant risks and rewards of ownership of the goods

We identified revenue recognition as a key audit matter because revenue is one of the key performance indicators of the Company and therefore there is an inherent risk of manipulation of the timing of recognition of revenue by management to meet specific targets or expectations

We focused on the proper cut-off of sales to the Companys customers There is a risk of differences between the timing of invoicing of products and the dispatch of the products

We assessed the appropriateness of revenue recognition accounting policy in line with IFRS 15 Revenue from contracts with customers

Performed walkthroughs to understand the adequacy and the design of the revenue cycle

Tested the internal control over financial reporting we also assessed the existence and accuracy of the sales recorded

Valuation of inventory

See note no 700 to the Separate financial statements

The inventory of Tk 2821819716 at 30 June 2019 held in warehouses and across multiple product lines in factory

In order to carry inventory at the lower of cost and net realizable value management has identified slow moving obsolete and damaged inventories and made adjustments to the carrying value of these items the calculation of which requires certain estimates and assumptions

Evaluating the design and implementation of key inventory controls operating across the factory and warehouse

Testing on a sample basis the stock aging profile expiry dates and the market price used in assessing the net realizable values of inventories to the related supporting documents

Comparing the net realizable value obtained through a detailed review of sales subsequent to the year-end to the cost price of a sample of inventories

Our procedures included the following to assess inventory Valuation

STxLAnnual Report 2018-2019 49

Our response to the riskRiskRevenue Recognition

See note no1400 to the Separate financial statements

The net deferred tax liability totaling Tk 235701174 as at 30 June 2019

Significant judgment is required in relation to deferred tax liabilities as it is dependent on forecasts of future profitability over a number of years

Valuation of Property Plant and Equipment

The carrying value of the PPE amounted to Tk 5374733212 at 30 June 2019 The valuation of PPE was identified as a key audit matter due to the significance of this balance to the financial statements

Expenditures are capitalized if they create new or enhance the existing assets and expensed if they relate to repair or maintenance of the assets Classification of the expenditures involves judgment The useful lives of PPE items are based on managementrsquos estimates regarding the period during which the asset or its significant components will be used The estimates are based on historical experience and market practice and take into consideration the physical condition of the assets

We assessed whether the accounting policies in relation to the capitalization of expenditures are in compliance with IFRS and found them to be consistent

We obtained a listing of capital expenditures incurred during the year and on a sample basis checked whether the items were procured based on internal purchase order that had been properly approved by the responsible individuals

We inspected a sample of invoices and LC documents to determine whether the classification between capital and operating expenditure was appropriate

Our audit included the following proce-dures

We checked deferred tax expenses and liabilities in the financial statements and compare them with the Companyrsquos calculation and records

We obtained an understanding evaluated the design and tested the operational effectiveness of the companyrsquos key controls over the recognition and measurement of deferred tax liabilities and the assumptions used in estimating the companyrsquos future taxable income

We involved tax specialists to assess key assumptions controls recognition and measurement of deferred tax liabilities

We also assessed the appropriateness of presentation of disclosures against IAS-12 income tax

We additionally carried out the following substantive testing for this item

STxL Annual Report 2018-201950

Other MatterOur opinion have been made on the consolidated financial statement of Square Textiles Limited and subsidiary company Square Texcom Limited as at and for the year ended June 30 2019 is audited by Chowdhury Bhattacharjee amp Co Chartered Accountant on October 01 2019 and provided un qualified opinion

Other Information Management is responsible for the other information The other information comprises the information included in the annual report but does not include the financial statements and our auditorrsquos report thereon The Annual Report is expected to be made available to us after the date of this auditorsrsquo report Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon In connection with our audit of the consolidated amp separate financial statements our responsibility is to read the other information and in doing so consider whether the other information is materially inconsistent with the consolidated amp separate financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated Our opinion on the consolidated amp separate financial statements does not cover the other information and we do not express any form of assurance conclusion thereon

Our response to the riskRiskRevenue Recognition

See note no1400 to the Separate financial statements

See note no 314 to the Separate financial statements

Merger with Square Yarns Limited

As per verdict of High Court company matter no 165 of 2018 Square Yarns Limited a private limited company incorporated under Companies Act 1994 has merged with Square Textiles Ltd from January 01 2019

We obtained the order of Honorable High Court amp the Scheme of amalgamation approved by the High Court for this merger We obtained the audited financial statements of Square Yarns Limited for the period ended December 31 2018 We checked whether the carrying amount of Square Yarns Limited has merged with the financial statement of SQUARE TEXTILES LIMITED as at June 30 2019

We evaluated whether the useful lives determined and applied by the management were in line with historical experience and the market practice

We checked whether the depreciation of PPE items was commenced timely by comparing the date of the reclassification from capital in progress to ready for use with the date of the act of completion of the work

STxLAnnual Report 2018-2019 51

Responsibilities of Management and Those Charged with Governance for the Consolidated amp Separate Financial Statements and Internal ControlsManagement is responsible for the preparation and fair presentation of the Consolidated amp Separate financial statements of the Group amp also separate financial statement of the Company in accordance with IFRSs the Companies Act 1994 the Securities and Exchange Rules 1987 and other applicable laws and regulations and for such internal control as management determines is necessary to enable the preparation of Consolidated amp Separate financial statements that are free from material misstatement whether due to fraud or error The companies Act 1994 require the management to ensure effective internal audit internal control and risk management factions of the companyIn preparing the financial statements management is responsible for assessing the Grouprsquos amp the companyrsquos ability to continue as a going concern disclosing as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations or has no realistic alternative but to do soThose charged with governance are responsible for overseeing the Grouprsquos amp the companyrsquos financial reporting process

Auditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether the Consolidated amp Separate financial statements as a whole are free from material misstatement whether due to fraud or error and to issue an auditorrsquos report that includes our opinion Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists Misstatements can arise from fraud or error and are considered material if individually or in the aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated amp Separate financial statements

As part of an audit in accordance with ISAs we exercise professional judgment and maintain professional skepticism throughout the audit We also

Identify and assess the risks of material misstatement of the Consolidated amp Separate financial statements whether due to fraud or error design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion forgery intentional omissions misrepresentations or the override of internal control

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in circumstances

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management

Conclude on the appropriateness of managementrsquos use of the going concern basis accounting and based on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Grouprsquos amp the Companyrsquos ability to continue as a going concern If we conclude that a material uncertainty exists we are required to draw attention in our auditorrsquos report to the related disclosures in the Consolidated amp Separate financial statements or if such disclosers are inadequate to modify our opinion Our conclusions are based on the audit evidence obtained up to the date of our auditorrsquos report However future events or conditions may cause the company to cease to continue as a going concern

bull

bull

bull

bull

STxL Annual Report 2018-201952

Place DhakaDated October 27 2019

Evaluate the overall presentation structure and content of the Consolidated amp Separate financial statements including the disclosures and whether the Consolidated amp Separate financial statements represent the underlying transactions and event in a manner that achieves fair presentation

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the Consolidated amp Separate financial statement we are responsible for the direction supervision and performance of the group audit We solely responsible for our audit opinion

We communicate with those charged with governance regarding among other matters the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable related safeguards

From the matters communicated with those charged with governance we determine those matters that were of most significance in the audit of the Consolidated amp Separate financial statements of the current period and are therefore the key audit matters We describe these matters in our auditorrsquos report unless law or regulation precludes public disclosure about the matter or when in extremely rare circumstances we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication

Report on other Legal and Regulatory Requirements In accordance with the Companies Act 1994 and the Securities and Exchange Rules 1987 and relevant notifications issued by Bangladesh Securities and Exchange Commission we also report that

bull

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of accounts records and other statutory books as required by law have been kept by the company so far as it appeared from our examinations of those books and proper returns adequate for the purpose of our audit have been received from branches not visited by us

The statement of Consolidated amp Separate Financial Position Consolidated amp Separate Statement of profit or loss amp other Comprehensive Income and Consolidated amp Separate Statement of Changes in Equity and Consolidated amp Separate Statement of Cash Flows of the Company dealt with by the report are in agreement with the books of account and returns

The expenditure was incurred for the purpose of the Companyrsquos business

a)

b)

c)

d)

bull

STxLAnnual Report 2018-2019 53

Ahmed Zaker amp Co Chartered AccountantsAKM Mohitul Haq FCASenior Partner

Consolidated

SQUARE TEXTILES LIMITEDConsolidated Statement of Financial PositionAs at June 30 2019

ASSETS

NON-CURRENT ASSETS 6794125077 5850815043Property Plant amp Equipment- Carrying Value 400 6013100252 4369283667Capital Work In Progress 500 724741065 1425247616Goodwill 600 56283760 56283760

CURRENT ASSETS 6834205533 5708002400Inventories 700 3108769448 2117499335Accounts Receivable 800 3254869758 2537386382Advances Deposits amp Prepayments 900 289933615 457007961Cash amp Cash Equivalents 1000 180632712 596108722

TOTAL ASSETS 13628330610 11558817443

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 7498757447 7444414383Share Capital 1100 1972520000 1878590480Retained Earnings 1200 5526237447 5565823903

NON CONTROLLING INTEREST 1300 14938707 23924714

NON-CURRENT LIABILITIES Deferred Tax Liability 1400 279327185 222054637

CURRENT LIABILITIES amp PROVISIONS 5835307271 3868423709Short Term Bank Loan (Secured) 1500 3370859633 3416687761Creditors amp Other Payables 1600 71576651 131402995Liabilities for Others Finance 1700 145174138 136623950Short Term Loan 1800 2168788505 1385741Provision for Income Tax 1900 78908344 182323262 TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 13628330610 11558817443 NET ASSET VALUE PER SHARE (RESTATED) 3802 3774

STxL Annual Report 2018-201954

Particulars Note June 302018Taka

June 302019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SALES REVENUE 2000 10562041464 9411869563

Cost of Goods Sold 2100 (9425402349) (8443275210)

GROSS PROFIT 1136639115 968594353

Administrative Overhead 2200 (278901489) (286279858)

Selling and Distribution Overhead 2300 (15559867) (10055542)

PROFIT FROM OPERATIONS 842177759 672258953

Finance Cost 2400 (280059922) (107733800)

Non-Operating Income 12790260 5181890

PROFIT BEFORE WPPF amp WF 574908097 569707043

Allocation for WPPF amp WF 2500 (27376576) (27128907)

PROFIT BEFORE TAX 547531521 542578136

Provision for Tax (Current) 2600 (59896768) (64328453)

Provision for Tax (Deferred) 2700 (57272548) (18777387)

Profit After Tax for The Period 430362205 459472296

Non-Controlling Interest (1338236) (2416813)

Net Income for the Period 429023969 457055483

EARNINGS PER SHARE (EPS)- RESTATED 2800 218 232

SQUARE TEXTILES LIMITEDConsolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended June 30 2019

STxLAnnual Report 2018-2019 55

Particulars Note 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SQUARE TEXTILES LIMITEDConsolidated Statement of Changes in EquityFor the Year Ended June 30 2019

Share Retained Total Capital Earnings Balance as at June 30 2018 1878590480 5565823903 7444414383 Net Profit for the Year Ended June 30 2019 - 429023969 429023969 Adjustment of Non controlling Interest - 1037191 1037191 Cash Dividend for 2017-18 - (375718096) (375718096)Stock Dividend for 2017-18 93929520 (93929520) - Balance As at June 30 2019 1972520000 5526237447 7498757447 Tk

Particulars

For the Year Ended June 30 2018

Share Retained Total Capital Earnings Balance as at June 30 2017 1789133790 5556051868 7345185658 Net Profit for the Year Ended June 30 2018 - 457055483 457055483 Cash Dividend for 2016-17 - (357826758) (357826758)Stock Dividend for 2016-17 89456690 (89456690) - Balance As at June 30 2018 1878590480 5565823903 7444414383 Tk

Particulars

STxL Annual Report 2018-201956

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 9844558088 8805485201Exchange Fluctuation Gain (Realization from Transection) 6599666 3498975Receipts from Other Income 1947315 597793Total Receipts 9853105069 8809581969 Payments to Suppliers (8135939006) (6378230512)Paid for Operating amp Non-operating Expenses (2084602173) (2194327758)Interest Expenses Paid (240448525) (83330142)Income Tax Paid (58842458) (101025851)Total Payments (10519832162) (8756914263) Net Cash Generated (Used in) from Operating Activities (666727093) 52667706 CASH FLOWS FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant amp Equipment (1444563624) (1418810057)Paid for Non controlling Interest for Merger of SYL (9287050) -Net Cash Generated (Used in) from Investing Activities (1453850674) (1418810057) CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (45828128) 1477139998Short Term Loan from (To) Sister Company 2124536378 (21069052)Payment of Dividend (375718096) (357826758) Net Cash Generated (Used in) from Financing Activities 1702990154 1098244188 Increase (Decrease) in Cash amp Cash Equivalents (417587613) (267898163)Net effect of foreign currency translation 2111603 1085122Opening Cash amp Cash Equivalents 596108722 862921763

CLOSING CASH amp CASH EQUIVALENTS 180632712 596108722 Net Operating Cash Flows Per Share(Restated) (338) 027

SQUARE TEXTILES LIMITEDConsolidated Statement of Cash Flows For the Year Ended June 30 2019

STxLAnnual Report 2018-2019 57

Particulars 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SQUARE TEXTILES LIMITEDSQUARE TEXTILES LIMITEDNotes to the Consolidated Financial StatementsAs at and for the year ended June 30 2019

1ESTABLISHMENT AND OPERATIONS

11 LEGAL FORM OF THE ENTERPRISES

Square Textiles Limited (Here in after said as the company) is a public limited company and its subsidiary Square Texcom Limited incorporated with the Registrar of Joint Stock Companies and Firms Dhaka Bangladesh under Companies Act 1913 and Companies Act 1994 respectively The Company is listed with Dhaka Stock Exchange (DSE) amp Chittagong Stock Exchange(CSE)

12 ADDRESS OF REGISTERED OFFICE AND FACTORY OF THE COMPANY

The address of the registered office at Square Centre 48 Mohakhali CA Dhaka -1212 Factory at 1) Saradaganj Kashimpur Gazipur 2) Olipur Habiganj 3) Kathali Valuka Mymensingh

13 NATURE OF BUSINESS

The company owns Six (6) units of spinning mills and a twisting mill Its activities and operations are related with manufacturing and marketing of Yarns

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATERIAL INFORMATION

21 STATEMENT OF COMPLIANCE

The financial statements have been prepared in conformity with the provisions of the Companies Act 1994 The Securities and Exchanges Rules 1987 and other relevant rules and regulations

22 BASIS OF PREPARATION

The financial statements have been prepared in accordance with the going concern principle and historical cost convention The significant accounting policies are set out below

23 STATEMENT ON COMPLIANCE OF INTERNATIONAL ACCOUNTING STANDARDS

The following IASs and IFRSs are applicable for the financial statements for the year under review

IAS 1 Presentation of Financial StatementsIAS 2 InventoriesIAS 7 Statement of Cash FlowsIAS 8 Accounting Policies Changes in Accounting Estimates and ErrorsIAS 10 Events after the Reporting PeriodIAS 12 Income TaxesIAS 16 Property Plant and EquipmentIAS 19 Employee BenefitsIAS 21 The Effects of Changes in Foreign Exchange RatesIAS 23 Borrowing CostsIAS 24 Related Party DisclosuresIAS 33 Earnings per ShareIAS 34 Interim Financial ReportingIAS 36 Impairment of Assets IAS 37 Provisions Contingent Liabilities and Contingent AssetsIFRS 3 Business Combination IFRS 5 Non-Current Assets Held for Sale amp Discontinued OperationsIFRS 7 Financial Instruments DisclosureIFRS 8 Operating SegmentsIFRS 10 Consolidated Financial StatementsIFRS 12 Disclosures of interests in Other EntitiesIFRS 15 Revenue from Contracts with CustomersIFRS 16 Leases

STxL Annual Report 2018-201958

Consolidated

24 GOING CONCERN

As per IAS-1 a company is required to make assessment at the end of each year to assess its capability to continue as going concern The 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 liabilities For this reason the Directors continue to adopt the going concern assumption while the financial statements have been prepared

25 ACCRUAL BASIS

The financial statements have been prepared except cash flow information using the accrual basis of accounting

26 STRUCTURE CONTENTS AND PRESENTATION OF FINANCIAL STATEMENTS

The presentation of the financial statements is in accordance with the guidelines provided by IAS-1 lsquorsquoPresentation of Financial Statementsrdquo A complete set of financial statements comprise

i) Statement of Consolidated Financial Position as at June 30 2019ii) Statement of Consolidated Profit or Loss and other Comprehensive Income for the year ended June 30 2019iii) Statement of Consolidated Changes in Equity for the year ended June 30 2019iv) Statement of Consolidated Cash Flows for the year ended June 30 2019 andv) Notes comprising a summary of significant accounting policies and other explanatory information to the Consolidated Financial Statements for the year ended June 30 2019

27 STATEMENT OF CASH FLOWS

The Statement of Cash Flows is prepared using the direct method as stipulated in International Accounting Standards IAS-7 ldquoStatement of Cash Flowsrdquo

30 PROPERTY PLANT AND EQUIPMENT

As per IAS-16 Property Plant and Equipment are stated at their historical cost less accumulated depreciation No depreciation has been charged on the Freehold Land and on the Capital work in progress Depreciation is charged on all other assets on straight-line method Depreciation of an asset begins when it is available for use ie 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 ceases at the earlier of the date that the asset is classified as held for sale (or included in a disposal group that is classified as held for sale) in accordance with IFRS 5 and the date that the assets are derecognized

Depreciation is computed on the straight-line basis over the estimated useful lives as follows

Factory Building and other Construction

Plant amp Machinery

Laboratory amp other Equipment

Furniture amp Fixture

Motor Vehicles

Electrical Installation

Particulars Useful Life(Years)

20

10-15

5-8

5-8

5

5-8

STxLAnnual Report 2018-2019 59

Consolidated

31 IMPAIRMENT OF ASSET

As per IAS-36 Revenue and Profitability of the company is Consistent and net worth of the company is growing every year that indicates our assets are performing at their highest as per our intended procurement and the summation of the discounted future cash flow from the operation of the assets would be positive if we dispose off those assets at the date of financial reporting But presently we have no intension to dispose off these assets As such we did not consider to recording the impairment lossgain

32 INVENTORIES

As per IAS-2 Inventories comprises of Raw Materials Raw Materials in transit Packing Materials Work in Progress Finished Goods Comber Noil and Spare amp Spare Parts in transit Inventories are valued at the lower of cost and net realizable value Cost comprises invoice value plus applicable handling charges Net realizable value is based on estimated selling price less estimated cost to completion and selling expenses

33 EMPLOYEESrsquo SEPARATION PLAN

Provident Fund

The company has established an approved contributory provident fund scheme A board of trustees wholly administers the fund No part of the fund is included in the asset of the group

Gratuity Fund

The Company operates an unfunded gratuity scheme The Company has applied for recognition of the gratuity fund from National Board of Revenue (NBR) Group Insurance

The group has two group insurance schemes for its permanent employees premium for which is being charged to statement of comprehensive Income

Workerrsquos Profit amp Participation Fund

The company makes a regular allocation of 5 on net profit before tax to these funds and payment is made to the workerrsquos as per provision of Labor Law 2006 chapter-15

34 REVENUE RECOGNITION

As per IFRS-15 Revenue is recognized as control is passed either over time or at a point in time An entity recognizes revenue over time if one of the following criteria is met the customer simultaneously receives and consumes all of the benefits provided by the entity as the entity performs the entityrsquos performance creates or enhances an asset that the customer controls as the asset is created or the entityrsquos performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date

Income refers to increases in economic benefits during the accounting period in the form of inflows or enhancements of assets or decreases of liabilities that result in an increase in equity other than those relating to contributions from equity participants

35 OTHER INCOME

It is recognized when received

36 FOREIGN CURRENCY TRANSACTIONS

As per IAS-21 Transactions in Foreign Currencies are translated into BDT at the rate of exchange ruling on date of transaction Monetary assets and liabilities expressed in foreign currencies are translated into BDT at the rate of exchange ruling at the date of Statement of Financial position

37 BORROWING COSTS

As per IAS-23 Borrowing costs are recognized as expenses in the period in which they incurred and capitalized the same that incurred before commencement of commercial operation

38 FINANCIAL INSTRUMENTS

As per IFRS-7 Financial assets and liabilities are recognized on the Statement of Financial Position when the company has become a party to a contractual provision of the instrument

STxL Annual Report 2018-201960

Consolidated

Receivables

Trade Receivables are stated at their nominal value and considered good No provision has been made for doubtful debt and no amount was written off as bad

Payables

Trade Payables are stated at their nominal value

Due to Due from Related Parties

Due to Due from related parties are stated at nominal value

Borrowings

Interest bearing bank loans and overdrafts are recorded at the proceeds received net of direct issue costs Finance charges are accounted for on an accrual basis

Financial Risk Management

The company has exposures to the following risks its use of financial statements

bull Credit riskbull Liquidity riskbull Market risk

The Board of Directors has overall responsibility for the establishment and oversight of the companyrsquos risk management framework The Board oversees how management monitors compliance with risk management policies and procedures and reviews the adequacy of the risk management framework in relation to risks faced by the group The Board is assisted in its oversight role by Audit Committee Internal audit under the purview of Audit Committee undertakes both regular and adhoc reviews of risk management controls and procedures the results of which are reported to the Audit Committee

Credit Risk

Credit risk is the risk of financial loss to the Company if a buyer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Companys receivable from customers and investment securities The Companys sales are made to renowned RMG Exporting Company Sales made to the entity are fully secured by Letters of Credit issued by local scheduled banks

Liquidity Risk

Liquidity risk is the risk that the Company will unable to meet its financial obligations as they fall due The Companys 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 Companys reputation In general 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 liquidityfund to make the expected payment within due date Moreover the Company seeks to maintain short term lines of credit with scheduled commercial banks to ensure payment of obligations in the event that there is insufficient cash to make the required payment

The requirement is determined in advance through cash flows projections and credit lines facilities with banks are negotiated accordingly

Seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Market Risk

Market Risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the Companys income or the value of its holding of financial instruments The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return

STxLAnnual Report 2018-2019 61

Consolidated

Capital Risk Management

The Companyrsquos objectives when managing capital are to safeguard the Companyrsquos ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Money Laundering

The company considers prevention of money laundering risk not only as a compliance requirement imposed by the law of the country but also as one of its ethical business values

39 LEASE

As per IFRS-16 The entity has no lease So there will be no implication regarding IFRS 16 in this financial year

310 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprises cash in hand bank currents accounts other bank deposits free of encumbrance and having maturity dates of three months or less from respective dates of deposit

311 TAXATION

Income tax expense represents the sum of the tax currently payable and deferred tax

Current Tax

The tax currently payable is based on taxable profit for the year Taxable profit differs from profit as reported in the statement of Comprehensive Income because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible in other years and it further excludes items that are never taxable or deductible The companyrsquos liability for current tax is calculated using tax rates that have been enacted on date of Statement of Financial Position

Deferred Tax

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the balance sheet liability method Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized based on tax rates (and tax laws) that have been enacted by the date of Statement of Financial Position

312 CONTINGENT LIABILITIES AND ASSETS

Current or possible obligations or assets arising from past events and whose existence is due to the occurrence or non-occurrence of one or more uncertain events which are not within the control of the company

313 RELATED PARTY TRANSACTION

The company has some related party transactions in arm length transactions with its sister concern

314 MERGED WITH SQUARE YEARNS LIMITED

As the project of Square Yarns Limited (SYL) is located within the premises of Square Textiles Limited (STxL) at Saradaganj Kashimpur Gazipur the separated operations of various aspects of SYL is a complex one Since STxL holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Board of Directors have recommended for amalgamation under provision of section 228 amp 229 of the Companies Act 1994

STxL Annual Report 2018-201962

Consolidated

The Process of Merger

After approval of Board of Directors and consent of minority shareholders the Honrsquoble High Court Division of the Supreme Court of Bangladesh has sanctioned the scheme of amalgamation of Square Yarns Ltd (SYL) share with Square Textiles Ltd (STxL) on 29th October 2018 The merger has been executed with effect from January 01 2019

Purchase Consideration

Square Textiles Limited holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Compensation of the minority shareholders is based on cash at a book value of shares as on 30 June 2017 subject to approval by the Court of Jurisdiction Honrsquoble High Court Division of the Supreme Court of Bangladesh

IFRS Followed for The Business Combination IFRS-3 (Business Combinations) is mainly followed for the amalgamation of Square Yarns Ltd with Square Textiles Ltd on the basis of equity

As Per Paragraph 5 of ifrs-3 ldquoApplying The Acquisition Method Requires

(a) Identify the acquirer(b) Determining the acquisition date(c) Recognizing and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquire and(d) Recognizing and measuring goodwill or a gain from a bargain purchaserdquo

315 SEGMENT REPORTING

As per IFRS-8 As there is a single business and geographic segment within which the company operates as such no segment reporting is felt necessary

316 EARNINGS PER SHARE

As per IAS-33 Basis Earning per Share (EPS) has been computed dividing the earnings attributable to the weighted average number of the ordinary shares during the period

317 COMPARATIVE FIGURE

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 years financial statements Previous year comparative information of the Statement of Profit or Loss and other Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows are presented as unaudited

318 FINANCIAL YEAR

For this year financial year means July 01 2018 to June 30 2019

319 EVENTS AFTER THE REPORTING PERIOD

As per IAS-10 ldquoEvents after the Reporting Periodrdquo are those events favorable and unfavorable that occur between the end of the reporting period and the date when the financial statements are authorized for issue There are no events after the end of the reporting period

320 CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements comprise the following

1 Square Texcom Limited

321 GENERAL

Figures have been rounded off to the nearest taka as it the reporting currency of these financials

STxLAnnual Report 2018-2019 63

4 PROPERTY PLANT amp EQUIPMENT TK 6013100252 Details of Property Plant amp Equipment and Depreciation as at June 30 2019 are shown in the annexed schedule-01 Depreciation for the year charged to Factory Overhead (Note-213) The break-up of the balances are depicted below Fixed Assets at Cost Opening Balance 8813079842 8561946086Addition during the Year 2160369578 265969327Sale Obsolete during the Year (230522431) (14835571)Closing Balance(Cost) 10742926989 8813079842

Accumulated Depreciation Opening Balance 4443796175 4047294966Charged during the Year 501253590 409249836Adjustment for saleObsolete (215223028) (12748627) 4729826737 4443796175

Carrying Value 6013100252 4369283667

5 CAPITAL WORK IN PROGRESS TK 724741065

Opening Balance 1425247616 270319942 Addition during the Year 673620883 1379859210 Transfer to Property Plant amp Equipment (1374127434) (224931536)Closing Balance (Cost) 724741065 1425247616

6 GOODWILL TK 56283760

Investment in Square Texcom Ltd 65783760 65783760(For 95000 shares of Square Texcom Ltd) Less Face Value of the Shares 9500000 9500000 56283760 562837607 INVENTORIES TK 3108769448 Stocks of Raw Materials 2860338753 1851301619Raw Materials 2345843023 1316945017Raw Materials In Transit 125670959 253946100Packing Materials 19545342 13842823Work - in - process 158585990 73007237Finished Goods 210693439 193560442

Stocks of Spares 248430695 266197716Spares at Store 241210310 239896287Spares in Transit 7220385 26301429

3108769448 2117499335

The basis of valuation is stated in Note -3(2) Carrying amount of inventories pledged as security No segmentation of stock is required because of homogenous materials and process

Tk

Tk

Tk

STxL Annual Report 2018-201964

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

8 ACCOUNTS RECEIVABLES TK 3254869758

This represents invoice value of goods delivered to customer This is considered good and collectible

Aging of the above balance is as follows Below 60 days 1510695509 1043624024 Within 61-120 days 1269408592 1194206454Above 120 days 474765657 299555904 3254869758 2537386382 a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person b) The carrying amount of Trade Debtors pledged as security

c) Accounts Receivable is secured considered as good and is falling due within one year Classification schedule as required by Schedule XI of Companies Act 1994

Tk

9 ADVANCES DEPOSITS amp PREPAYMENTS TK 289933615This is made up of the followings

Advances and Prepayments 207243631 375973570Income Tax 48571895 153041124Salary amp PF Current account 1184000 2244602 Other Expenses 22817327 21702776 Contractor amp Suppliers 134670409 198985068

Deposits 82689984 81034391 Security Deposit 73803648 70924398 Margin on Bank Guarantee 8886336 10109993

Tk 289933615 457007961

(a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person (b) There was no amount was due by the associated undertaking (c) The advances amp deposits considered good amp recoverable

10 CASH amp CASH EQUIVALENTS TK 180632712

This is made up of the followings

Cash in Hand 5885341 7535794Cash at Bank 174747371 588572928 Tk 180632712 596108722

Foreign currency account balances have been converted to Taka at the ruling rate at the reporting date

11SHARE CAPITAL TK 1972520000This is made up of the followings

Authorized300000000 Ordinary Shares of Tk 1000 each 3000000000 3000000000

Issued Subscribed and Paid up 1972520000 1878590480(197252000 Ordinary Shares of Tk 1000 each fully Paid up)

STxLAnnual Report 2018-2019 65

Particulars June 302018Taka

June 302019Taka

Tk

Distribution schedule of each class of equity security setting out the number of holders and percentage as on June 30 2019

Less than 500 shares500 to 5000 shares5001 to 10000 shares10001 to 20000 shares20001 to 30000 shares30001 to 40000 shares40001 to 50000 shares50001 to 100000 shares100001 to 1000000 sharesOver 1000000 shares

As per FolioNo of holders Holdings No of holders Holdings

Range of Holdings As per BO ID Total shareHolding In

Total

1081471 6162011 3060520 35435471871659

1468145 898718

3076833 14476740 94723423

130363067

1387525 6467477 3119367 3601999 1926137 1533907 1039509 3416526

16907255 157852298197252000

070328158183098078053173857

8003 10000

306054 305466

58847 58452 54478 65762

140791 339693

2430515 63128875 66888933

89703762

439255

784320455211

13675

3464268

84223459

3769

13 NON CONTROLLING INTERESTTK 14938707

5000 shares of Tk 100 at par of Square Yarns Limited 500000 5000005000 shares of Tk 100 at par of Square Texcom Ltd 500000 500000Shares of Accumulated Profit 24262948 22924714Adjustment of Non controlling Interest of SYL (1037191) -Paid to NCI for Merger of SYL (9287050) - 14938707 23924714

(a) This represents the minority share holdings in Square Yarns Limited and Square Texcom Ltd as on June 30 2019

(b) Voting power is not different with proportion of ownership interest The company is using equity method of accounting in preparation of consolidated financial statements

12 RETAINED EARNINGS TK 5526237447Opening Balance 5565823903 5556051868Add Surplus for the Year 429023969 457055483Adjustment of Non controlling Interest 1037191 -Less Cash Dividend paid during the Year (375718096) (357826758)Less Appropriation for stock dividend (93929520) (89456690) 5526237447 5565823903

Shareholders Group Number of Investors Number of Shares

SponsorsDirectors 7 121959707 62 62Foreign Investors 5 6572330 3 6 Institutions 238 41857739 21 19 General Public 17194 26862224 14 13Total 17444 197252000 100 100

Percentageof ShareHolding

2018-2019

Percentageof ShareHolding

2017-2018

The position of shareholders as on June 30 2019 is as follows

STxL Annual Report 2018-201966

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

14 DEFERRED TAX LIABILITY TK 279327185

Opening Balance 222054637 203277250Deferred tax Liabilities 57272548 18777387Closing Balance Tk 279327185 222054637

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

A) Deferred Tax Liability is Arrived at as Follows Carrying Value of Depreciable Fixed Assets 5332662371 3692397786Less Tax Base Carrying Value (3470481142) (2212033539)Taxable Temporary Difference 1862181229 1480364247Tax Rate 1500 1500Closing Deferred Tax Liability 279327185 222054637Less Opening Deferred Tax Liability (222054637) (203277250)Deferred Tax (Income) Expense 57272548 18777387

15 SHORT TERM BANK LOAN (SECURED) TK 3370859633Bank Overdraft 72936 5569544Revolving Loan 800000000 - Loan ag Export Bill Discount 616960527 -LC Liabilities 1953826170 3411118217 3370859633 3416687761

These short term loans are secured against hypothecation of Stock and Accounts Receivable 16 CREDITORS amp OTHER PAYABLES TK 71576651

Creditors amp Other Payables 71576651 131402995 71576651 131402995

This represents amount payable to regular suppliers of packing materials utilities and other services rendered to the company All suppliers were paid on a regular basis

17 LIABILITIES FOR OTHER FINANCE TK 145174138 This is made up of the followings Retention Money 305299 1781837WPPF amp Other Fund 23608002 27128907Provision for Gratuity 34989040 -Others 86271797 107713206 145174138 13662395018 SHORT TERM LOAN TK 2168788505

Loan from Square Pharma Ltd 2168788505 1385741 2168788505 138574119 PROVISION FOR INCOME TAX TK 78908344 Opening Balance 182323262 368938056Adjustment with Advance Tax (163311686) (250943247)Current Year Provision 59896768 64328453Closing Balance 78908344 182323262

Tk

Tk

Tk

Tk

Tk

STxLAnnual Report 2018-2019 67

Particulars June 302018Taka

June 302019Taka

212 PACKING MATERIAL CONSUMED TK 101236647 This is arrived as follows Opening Stock 13842823 12055558 Purchase during the Year 106939166 87061457 Available for Production 120781989 99117015Closing Stock (19545342) (13842823) Packing Material Consumed Tk 101236647 85274192

21 COST OF GOODS SOLD TK 9425402349 This is arrived as follows Raw Materials Consumed (Note-211) 7070621165 6171179917Packing Materials Consumed (Note-212) 101236647 85274192 Factory Overhead (Note- 213) 2356256287 2221310872Cost of Goods Manufactured 9528114099 8477764981Work-In-Process (Opening) 73007237 86734976Work-In-Process (Closing) (158585990) (73007237)Cost of Production 9442535346 8491492720Finished Goods (Opening) 193560442 145342932Finished Goods (Closing) (210693439) (193560442) Cost of Goods Sold Tk 9425402349 8443275210

211 RAW MATERIAL CONSUMED Tk 7070621165

This is arrived as follows In Quantity(KG) Opening Stock 7070326 6531416Purchase during the year 51265791 35080079Raw Materials Available for Consumption 58336117 41611495Closing Stock (15154635) (7070326)Raw Materials Consumed 43181482 34541169

In Taka Opening Stock 1316945017 1244686448Purchase during the year 8099519171 6243438486Raw Materials Available for Consumption 9416464188 7488124934Closing Stock (2345843023) (1316945017)Raw Materials Consumed 7070621165 6171179917

Kg

Tk

20 SALES TK 10562041464 Sales Comprises the following In Quantity(KG) Opening Stock 808992 666112Production during the Year 39856706 31481902Available for Sale 40665698 32148014Closing Stock (840909) (808992)Sales during the year Kg 39824789 31339022(To be accounted for as follows) Sales Accounted as followsIn Quantity(KG) Export Sale of Yarns 39824789 31339022 Kg 39824789 31339022In Taka Export Sale of Yarns 10562041464 9411869563 10562041464 9411869563

STxL Annual Report 2018-201968

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

22 ADMINISTRATIVE OVERHEAD TK 278901489

Salary and Allowances 127661897 141801588Directors Remuneration 39316356 35765796Travelling amp Conveyance 875255 930008Overseas Travelling 55286736 51503344Recruitment amp Training Expenses 498034 548760Head Office Employees Free Lunch 1472058 1778361Uniform amp Liveries 170150 168681Printing Expenses 476287 379397Stationery Expenses 142076 634027Software amp Hardware Support Expenses 2679046 2847923Postage Telephone Fax amp Telex 452586 407523Electricity Gas amp Water 3577711 2951569Office Consumable Expense 2484432 3200268Rental Expenses 13212862 11635064Vehicles Running amp Maintenance 10380545 13418692Medical Expenses 792936 485121Group Insurance 455249 427134Bank Charges amp Commission 3399622 1278364Fees amp Subscription 9893562 12610740Security Service 463185 537654Govt Tax Stamp Duty amp Licence Fees 3046677 1015306Annual General Meeting Expenses 1390277 1536628Audit Fees 773950 417910Total 278901489 286279858

a) Audit Fees represent auditors remuneration for audit of the Companys Financial Statementsfor the Year ended

213 FACTORY OVERHEAD TK 2356256287 Factory Wages Salary amp Allowances 858697343 721061616Travelling amp Conveyance 303860 168814Overseas Travelling 430311 82096Recruitment amp Training Expenses 107340 60669Printing Expenses 289027 257551Stationery Expenses 1743673 1556240Software amp Hardware Support Expenses 2817058 3358793Production Workers Free Lunch 3921416 4370361Uniform amp Liveries 363556 256197Fuel Petrol Light Diesel etc 58514173 137707049Electricity Gas amp Water 625396587 606226179Factory Consumable Expense 52190712 63676776Medical Expenses 1404636 815060Repairs amp Maintenance of Vehicles 15119637 16962558Papers Books and Periodicals 62070 22790Industrial All Risk Insurance Premium 18468167 12565314Postage Telephone Fax amp Telex 352700 219889GovtTax VAT amp License Fees 3566683 3668859Security Services 18619132 19165867Spare Parts - Machinery 191323654 218588963Group Insurance 1310962 1269395Depreciation (Schedule-1) 501253590 409249836Total 2356256287 2221310872

STxLAnnual Report 2018-2019 69

Particulars June 302018Taka

June 302019Taka

24 FINANCE COST TK 280059922This is arrived as follows Interest on Short Term Loan 280059922 107733800 Tk 280059922 107733800 Interest expenses is derived from short-term loan and is recognized on an accrual basisThe finance cost includes no interest on any sort of borrowing from directors including managing director and managers

25 ALLOCATION FOR WPPF amp WF Tk 27376576 27128907

This represents 5 of Net Income before Tax after charging the allocation as per provisions of the Labour Law 2016

26 PROVISION FOR INCOME TAX Tk 59896768 64328453

This represents estimated Income Tax on Net Profit for the year and adjustment any shortexcess provision for prior years

27 PROVISION FOR DEFERRED TAX Tk 57272548 18777387

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

28 EARNING PER SHARE (EPS) The Computation is given below

Earning attributable to Ordinary Sharesincluding other income 429023969 457055483Number of Ordinary shares 197252000 197252000 Earnings Per Share 218 232

281 NET ASSET VALUE (NAV) PER SHARE

The Computation is given below

Equity Attributable to the Owners of the Company 7498757447 7444414383Number of Ordinary shares 197252000 197252000 Net Asset Value (NAV) Per Share 3802 3774

23 SELLING amp DISTRIBUTION OVERHEAD TK 15559867 This is arrived as follows Export Sale Expenses 11161969 8229821Loading amp Unloading 4397898 1825721Total Tk 15559867 10055542

STxL Annual Report 2018-201970

Particulars June 302018Taka

June 302019Taka

282 NET OPERATING CASH FLOWS PER SHARE (NOCFPS) The Computation is given below

Net Cash Generated (Used in) from Operating Activities (666727093) 52667706Number of Ordinary shares 197252000 197252000

Net Operating Cash flows per Share (NOCFPS) (338) 027

283 RECONCILIATION OF NET PROFIT WITH CASH FLOWS FROM OPERATING ACTIVITIES

The Computation is given below

Profit After Tax 429023969 457055483 Adjustment to reconcile net profit to net cashprovided by operating activities

Non-cash Expenses 558526138 428027223Depreciation 501253590 409249836Deferred Tax 57272548 18777387

Non-Operating Items 42093017 2400194Interest Expenses (Income) on Sister Company Loan 41829193 1068503Net effect of foreign currency translation (2111603) (1085122)Profit Ratio of Non controlling Interest 1338236 2416813Adjustment of Non controlling Interest 1037191 - Changes in working Capital (1696370217) (834815194)(Increase)Decrease in Inventories (991270113) (153594840)(Increase)Decrease in Accounts Receivable (717483376) (606384362)(Increase)Decrease in Advances Deposits amp Prepayments 167074346 126066301Increase(Decrease) in Creditors amp Other Payables (59826344) 14323924Increase(Decrease) in Liabilities for Others Finance 8550188 (28611423)Increase(Decrease) in Income Tax Payable (103414918) (186614794) Net Cash Generated (Used in) from Operating Activities (666727093) 52667706

STxLAnnual Report 2018-2019 71

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

STxL Annual Report 2018-201972

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88

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42 2

160

369

578

(230

522

431

) 1

074

292

698

9 44

437

961

75 5

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535

90 (2

152

230

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298

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013

100

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676

885

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9

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088

776

531

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117

910

2

564

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145

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188

592

441

1

614

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1 1

592

141

4 4

593

161

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5

347

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1

316

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4

293

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3

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145

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520

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319

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1

580

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511

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1

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1

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437

881

1

266

952

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765

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23

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Financial Statement 2018-2019

Statement of Financial Position - 74

Statement of Profit or Loss and other Comprehensive Income - 75 Statement of Changes in Equity - 76 Statement of Cash Flows - 77 Basis of Preparation and Presentation - 78 Application of IAS - 78 Employees Benefit Plan - 80 Financial Risk Management - 81 Related Party Transaction - 82 Property Plants and Equipment - 95

Square Texti les Ltd

Standalone

Standalone

SQUARE TEXTILES LIMITEDStatement of Financial PositionAs at June 30 2019

ASSETS

Non-Current Assets 6557711203 4994687046Property Plant amp Equipment- Carrying Value 04 5374733212 3001819096Capital Work In Progress 05 693644112 1408534071Investment - Long Term (At Cost) 06 489333879 584333879

Current Assets 6396837207 4430793243Inventories 07 2821819716 1478552169Accounts Receivable 08 2993583494 1999834667Advances Deposits amp Prepayments 09 264470342 391186509Short Term Loan 10 161617019 123843099Cash amp Cash Equivalents 11 155346636 437376799

TOTAL ASSETS 12954548410 9425480289

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 7224422027 5386033532Share Capital 12 1972520000 1878590480Retained Earnings 13 5251902027 3507443052

Non-Current Liabilities 235701174 128579505 Deferred Tax Liability 14 235701174 128579505

Current Liabilities amp Provisions 5494425209 3910867252Short Term Bank Loan (Secured) 15 3055112511 2897754665Creditors amp Others Payable 16 64229574 79467584Liabilities for Other Finance 17 135543502 116974941Short Term Loan 18 2168788505 724638161Provision for Income Tax 19 70751117 92031901

TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 12954548410 9425480289

Net Asset Value Per Share (Restated) 3663 2731

STxL Annual Report 2018-201974

Particulars Note June 302018Taka

June 302019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Standalone

SQUARE TEXTILES LIMITEDStatement of Profit or Loss and other Comprehensive IncomeFor the Year Ended June 30 2019

SALES REVENUE 20 8896244091 6367124698

Cost of Goods Sold 21 (7944893270) (5695595049)

GROSS PROFIT 951350821 671529649

Administrative Expenses 22 (241149856) (221509044)

Selling and Distribution Expenses 23 (12351542) (5834014)

PROFIT FROM OPERATIONS 697849423 444186591

Finance Cost 24 (254157870) (86090059)

Non-Operating Income 25 14014592 7350278

PROFIT BEFORE WPPF amp WF 457706145 365446810

Allocation for WPPF amp WF 26 (21795531) (17402229)

PROFIT BEFORE TAX 435910614 348044581

Provision for Tax (Current) 27 (35860653) (38200677)

Provision for Tax (Deferred) (53587981) (18929976)

PROFIT AFTER TAX FOR THE YEAR 346461980 290913928

(Transferred to the Statement of Changes Equity)

Earning Per Share (EPS)-Restated 28 176 147

STxLAnnual Report 2018-2019 75

Particulars Notes 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

SQUARE TEXTILES LIMITED

Statement of Changes in EquityFor the Year Ended June 30 2019

Tk

Particulars

For the Year Ended June 30 2018

Standalone

Share Retained Total Capital Earnings

Balance as at June 30 2017 1789133790 3663812572 5452946362

Net Profit for the Year ended June 30 2018 - 290913928 290913928

Cash Dividend for the Year 2016-17 - (357826758) (357826758)

Stock Dividend for the Year 2016-17 89456690 (89456690) -

Balance As at June 30 2018 1878590480 3507443052 5386033532 Tk

Particulars

1878590480

-

-

93929520

-

1972520000

3507443052

346461980

(375718096)

(93929520)

1867644611

5251902027

5386033532

346461980

(375718096)

-

1867644611

7224422027

Balance as at June 30 2018

Net Profit for the Year Ended June 30 2019

Cash Dividend for 2017-18

Stock Dividend for 2017-18

Balance from Amalgamation of SQUARE Yarns Ltd

Balance As at June 30 2019

ShareCapital

RetainedEarnings Total

STxL Annual Report 2018-201976

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

SQUARE TEXTILES LIMITEDStatement of Cash FlowsFor the Year Ended June 30 2019

CASH FLOWS FROM OPERATING ACTIVITIES RECEIPTS Receipts from Sales Revenue 8164635258 5711888809Exchange Fluctuation Gain (Realization from Transection) 5569550 2793756 Receipts from Other Income 1928212 523971Total Receipts 8172133020 5715206536 PAYMENTS Payments to Suppliers (6883680753) (4333405344) Paid for Operating and Non-operating Expenses (1710317564) (1569169828) Interest Expenses (214195591) (60997318) Income Tax (50318547) (43108098) Total Payments (8858512455) (6006680588) Net Cash Generated (Used in) from Operating Activities (686379435) (291474052) CASH FLOW FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant amp Equipment (1423584303) (1341726034)Paid for Non controlling Interest for Merger of SYL (9287050) - Net Cash Generated (Used in) from Investing Activities (1432871353) (1341726034)

CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (29219532) 1367067706Short Term Loan from (To) Sister Company 2176613443 687639278Payment of Dividend (375718096) (357826758)

Net Cash Generated (Used in) from Financing Activities 1771675815 1696880226 Increase (Decrease) in Cash amp Cash Equivalents (347574973) 63680140Net effect of foreign currency translation 1834630 613204Opening Cash amp Cash Equivalents 437376799 373083455Cash Balance of SYL from Merger 63710180 - CLOSING CASH amp CASH EQUIVALENTS Tk 155346636 437376799

Net Operating Cash flows per Share (Restated) (348) (148)

Standalone

STxLAnnual Report 2018-2019 77

Particulars 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Standalone

SQUARE TEXTILES LIMITEDSQUARE TEXTILES LIMITEDNotes to the Separate Financial StatementsAs at and for the year ended June 30 2019

1ESTABLISHMENT AND OPERATIONS

11 LEGAL FORM OF THE ENTERPRISES

Square Textiles Limited (Here in after said as the company) is a public limited company incorporated with the Registrar of Joint Stock Companies and Firms Dhaka Bangladesh under Companies Act 1913 The principal activities of the company are described in notes 13

12 ADDRESS OF REGISTERED OFFICE AND FACTORY OF THE COMPANY

The address of the registered office at Square Centre 48 Mohakhali CA Dhaka -1212 Factory at Saradaganj Kashimpur Gazipur and Olipur Habiganj

13 NATURE OF BUSINESS

The company owns Five (5) units of spinning mills and a twisting mill Its activities and operations are related with manufacturing and marketing of Yarns

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATERIAL INFORMATION

21 STATEMENT OF COMPLIANCE

The financial statements have been prepared in conformity with the provisions of the Companies Act 1994 The Securities and Exchanges Rules 1987 and other relevant rules and regulations

22 BASIS OF PREPARATION

The financial statements have been prepared in accordance with the going concern principle and historical cost convention The significant accounting policies are set out below

23 STATEMENT ON COMPLIANCE OF INTERNATIONAL ACCOUNTING STANDARDS

The following IASs and IFRSs are applicable for the financial statements for the year under review

IAS 1 Presentation of Financial StatementsIAS 2 InventoriesIAS 7 Statement of Cash FlowsIAS 8 Accounting Policies Changes in Accounting Estimates and ErrorsIAS 10 Events after the Reporting PeriodIAS 12 Income TaxesIAS 16 Property Plant and EquipmentIAS 19 Employee BenefitsIAS 21 The Effects of Changes in Foreign Exchange RatesIAS 23 Borrowing CostsIAS 24 Related Party DisclosuresIAS 33 Earnings per ShareIAS 34 Interim Financial ReportingIAS 36 Impairment of Assets IAS 37 Provisions Contingent Liabilities and Contingent AssetsIFRS 3 Business Combination IFRS 5 Non-Current Assets Held for Sale amp Discontinued OperationsIFRS 7 Financial Instruments DisclosureIFRS 8 Operating SegmentsIFRS 12 Disclosures of interests in Other EntitiesIFRS 15 Revenue from Contracts with CustomersIFRS 16 Leases

STxL Annual Report 2018-201978

Standalone

24 GOING CONCERN

As per IAS-1 a company is required to make assessment at the end of each year to assess its capability to continue as going concern The 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 liabilities For this reason the Directors continue to adopt the going concern assumption while the financial statements have been prepared

25 ACCRUAL BASIS

The financial statements have been prepared except cash flow information using the accrual basis ofaccounting

26 STRUCTURE CONTENTS AND PRESENTATION OF FINANCIAL STATEMENTS

The presentation of the financial statements is in accordance with the guidelines provided by IAS-1 lsquorsquoPresentation of Financial Statementsrdquo A complete set of financial statements comprise

i) Statement of Financial Position as at June 30 2019ii) Statement of Profit or Loss and other Comprehensive Income for the year ended June 30 2019iii) Statement of Changes in Equity for the year ended June 30 2019iv) Statement of Cash Flows for the year ended June 30 2019 andv) Notes comprising a summary of significant accounting policies and other explanatory information to the Financial Statements for the year ended June 30 2019

27 STATEMENT OF CASH FLOWS

The Statement of Cash Flows is prepared using the direct method as stipulated in International Accounting Standards IAS-7 ldquoStatement of Cash Flowsrdquo

30 PROPERTY PLANT AND EQUIPMENT

As per IAS-16 Property Plant and Equipment are stated at their historical cost less accumulated depreciation No depreciation has been charged on the Freehold Land and on the Capital work in progress Depreciation is charged on all other assets on straight-line method Depreciation of an asset begins when it is available for use ie 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 ceases at the earlier of the date that the asset is classified as held for sale (or included in a disposal group that is classified as held for sale) in accordance with IFRS 5 and the date that the assets are derecognized

Depreciation is computed on the straight-line basis over the estimated useful lives as follows

Factory Building and other Construction

Plant amp Machinery

Laboratory amp other Equipment

Furniture amp Fixture

Motor Vehicles

Electrical Installation

Particulars Useful Life(Years)

20

10-15

5-8

5-8

5

5-8

STxLAnnual Report 2018-2019 79

Standalone

31 IMPAIRMENT OF ASSET

As per IAS-36 Revenue and Profitability of the company is Consistent and net worth of the company is growing every year that indicates our assets are performing at their highest as per our intended procurement and the summation of the discounted future cash flow from the operation of the assets would be positive if we dispose off those assets at the date of financial reporting But presently we have no intension to dispose off these assets As such we did not consider to recording the impairment lossgain

32 INVENTORIES

As per IAS-2 Inventories comprises of Raw Materials Raw Materials in transit Packing Materials Work in Progress Finished Goods Comber Noil and Spare amp Spare Parts in transit Inventories are valued at the lower of cost and net realizable value Cost comprises invoice value plus applicable handling charges Net realizable value is based on estimated selling price less estimated cost to completion and selling expenses

33 EMPLOYEESrsquo SEPARATION PLAN

Provident Fund

The company has established an approved contributory provident fund scheme A board of trustees wholly administers the fund No part of the fund is included in the asset of the group

Gratuity Fund

The Company operates an unfunded gratuity scheme The Company has applied for recognition of the gratuity fund from National Board of Revenue (NBR)

Group Insurance

The group has two group insurance schemes for its permanent employees premium for which is being charged to statement of comprehensive Income

Workerrsquos Profit amp Participation Fund

The company makes a regular allocation of 5 on net profit before tax to these funds and payment is made to the workerrsquos as per provision of Labor Law 2006 chapter-15

34 REVENUE RECOGNITION

As per IFRS-15 Revenue is recognized as control is passed either over time or at a point in time An entity recognizes revenue over time if one of the following criteria is met the customer simultaneously receives and consumes all of the benefits provided by the entity as the entity performs the entityrsquos performance creates or enhances an asset that the customer controls as the asset is created or the entityrsquos performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date

Income refers to increases in economic benefits during the accounting period in the form of inflows or enhancements of assets or decreases of liabilities that result in an increase in equity other than those relating to contributions from equity participants

35 OTHER INCOME

It is recognized when received

36 FOREIGN CURRENCY TRANSACTIONS

As per IAS-21 Transactions in Foreign Currencies are translated into BDT at the rate of exchange ruling on date of transaction Monetary assets and liabilities expressed in foreign currencies are translated into BDT at the rate of exchange ruling at the date of Statement of Financial position

37 BORROWING COSTS

As per IAS-23 Borrowing costs are recognized as expenses in the period in which they incurred and capitalized the same that incurred before commencement of commercial operation

STxL Annual Report 2018-201980

Standalone

38 FINANCIAL INSTRUMENTS

As per IFRS-7 Financial assets and liabilities are recognized on the Statement of Financial Position when the company has become a party to a contractual provision of the instrument

Receivables

Trade Receivables are stated at their nominal value and considered good No provision has been made for doubtful debt and no amount was written off as bad

Payables

Trade Payables are stated at their nominal value

Due to Due from related parties

Due to Due from related parties are stated at nominal value

Borrowings

Interest bearing bank loans and overdrafts are recorded at the proceeds received net of direct issue costs Finance charges are accounted for on an accrual basis

Financial Risk Management

The company has exposures to the following risks its use of financial statements

bull Credit riskbull Liquidity riskbull Market risk

The Board of Directors has overall responsibility for the establishment and oversight of the companyrsquos risk management framework The Board oversees how management monitors compliance with risk management policies and procedures and reviews the adequacy of the risk management framework in relation to risks faced by the group The Board is assisted in its oversight role by Audit Committee Internal audit under the purview of Audit Committee undertakes both regular and adhoc reviews of risk management controls and procedures the results of which are reported to the Audit Committee

Credit Risk

Credit risk is the risk of financial loss to the Company if a buyer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Companys receivable from customers and investment securities The Companys sales are made to renowned RMG Exporting Company Sales made to the entity are fully secured by Letters of Credit issued by local scheduled banks

Liquidity Risk

Liquidity risk is the risk that the Company will unable to meet its financial obligations as they fall due The Companys 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 Companys reputation In general 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 liquidityfund to make the expected payment within due date Moreover the Company seeks to maintain short term lines of credit with scheduled commercial banks to ensure payment of obligations in the event that there is insufficient cash to make the required payment

The requirement is determined in advance through cash flows projections and credit lines facilities with banks are negotiated accordingly

Seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

STxLAnnual Report 2018-2019 81

Standalone

Market Risk

Market Risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the Companys income or the value of its holding of financial instruments The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return

Capital Risk Management

The Companyrsquos objectives when managing capital are to safeguard the Companyrsquos ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Money Laundering

The company considers prevention of money laundering risk not only as a compliance requirement imposed by the law of the country but also as one of its ethical business values

39 LEASE

As per IFRS-16 The entity has no lease So there will be no implication regarding IFRS 16 in this financial year

310 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprises cash in hand bank currents accounts other bank deposits free of encumbrance and having maturity dates of three months or less from respective dates of deposit

311 TAXATION

Income tax expense represents the sum of the tax currently payable and deferred tax

Current Tax

The tax currently payable is based on taxable profit for the year Taxable profit differs from profit as reported in the statement of Comprehensive Income because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible in other years and it further excludes items that are never taxable or deductible The companyrsquos liability for current tax is calculated using tax rates that have been enacted on date of Statement of Financial Position

Deferred Tax

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the balance sheet liability method Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized based on tax rates (and tax laws) that have been enacted by the date of Statement of Financial Position

312 CONTINGENT LIABILITIES AND ASSETS

Current or possible obligations or assets arising from past events and whose existence is due to the occurrence or non-occurrence of one or more uncertain events which are not within the control of the company

313 RELATED PARTY TRANSACTION

The company has some related party transactions in arm length transactions with its sister concern

STxL Annual Report 2018-201982

Standalone

314 MERGED WITH SQUARE YEARNS LIMITED

As the project of Square Yarns Limited (SYL) is located within the premises of Square Textiles Limited (STxL) at Saradaganj Kashimpur Gazipur the separated operations of various aspects of SYL is a complex one Since STxL holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Board of Directors have recommended for amalgamation under provision of section 228 amp 229 of the Companies Act 1994

The process of merger

After approval of Board of Directors and consent of minority shareholders the Honrsquoble High Court Division of the Supreme Court of Bangladesh has sanctioned the scheme of amalgamation of Square Yarns Ltd (SYL) share with Square Textiles Ltd (STxL) on 29th October 2018 The merger has been executed with effect from January 01 2019

Purchase consideration

Square Textiles Limited holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Compensation of the minority shareholders is based on cash at a book value of shares as on 30 June 2017 subject to approval by the Court of Jurisdiction Honrsquoble High Court Division of the Supreme Court of Bangladesh

IFRS Followed for the Business Combination

IFRS-3 (Business Combinations) is mainly followed for the amalgamation of Square Yarns Ltd with Square Textiles Ltd on the basis of equity

AS per paragraph 5 of IFRS-3 ldquoApplying the acquisition method requires

(a) Identify the acquirer(b) Determining the acquisition date(c) Recognizing and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquire and(d) Recognizing and measuring goodwill or a gain from a bargain purchaserdquo

315 SEGMENT REPORTING

As per IFRS-8 As there is a single business and geographic segment within which the company operates as such no segment reporting is felt necessary

316 EARNINGS PER SHARE

As per IAS-33 Basis Earning per Share (EPS) has been computed dividing the earnings attributable to the weighted average number of the ordinary shares during the period

317 COMPARATIVE FIGURE

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 years financial statements Previous year comparative information of the Statement of Profit or Loss and other Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows are presented as unaudited

318 FINANCIAL YEAR

For this year financial year means July 01 2018 to June 30 2019

319 EVENTS AFTER THE REPORTING PERIOD

As per IAS-10 ldquoEvents after the Reporting Periodrdquo are those events favorable and unfavorable that occur between the end of the reporting period and the date when the financial statements are authorized for issue There are no events after the end of the reporting period

320 GENERAL

Figures have been rounded off to the nearest taka as it the reporting currency of these financials

STxLAnnual Report 2018-2019 83

4 PROPERTY PLANT amp EQUIPMENT TK 5374733212

Details of Property Plant amp Equipment and Depreciation as at June 30 2019 are shown in the annexed schedule-02 Depreciation for the year charged to Factory Overhead (Note-213) The break-up of the balances are depicted below

Fixed Assets at Cost Opening Balance 5985889409 5808792102Balance of SYL after Merger 1825727192 -Addition during the Year 2142853713 183407307Sale Obsolete during the Year (210214508) (6310000)Closing Balance(Cost) 9744255806 5985889409Accumulated Depreciation Opening Balance 2984070313 2750311205Balance of SYL after Merger 1205388269 -Charged during the Year 385899069 240069108Adjustment for saleObsolete (205835057) (6310000)Closing Balance 4369522594 2984070313Carrying Value 5374733212 3001819096

Tk

5 CAPITAL WORK IN PROGRESS TK 693644112 Opening Balance 1408534071 250215344 Addition during the Year 648499835 1339861443 Transfer to Property Plant amp Equipment (1363389794) (181542716) Closing Balance(Cost) 693644112 1408534071

The Capital work in progress includes Civil construction (Tk 265571949) Plant and Machinery (Tk 1024773048) and other Assets (Tk 73044797) This year it has been transferred to Non-current assets is completed and ready for use as per management intention

6 INVESTMENT- LONG TERM (AT COST) TK 489333879

This represents investments in shares of Square Yarns Ltd amp Square Texcom Ltd

a) Investment in Share of Square Yarns Limited - 95000000(950000 Shares of Tk 100 each)

b) Investment in Shares of Square Texcom Limited 65783760 65783760 (95000 Shares of Tk 100 each) c) Advanvce against Share Money Deposit of Square Texcom Limited 423550119 423550119 (95000 Shares of Tk 100 each) 489333879 584333879

1) Square Yarns Limited a Private limited company incorporated under Companies Act 1994 has Merged with Square Textiles Ltd from January 01 2019

2) Square Texcom Limited a private limited company incorporated under Companies Act 1994 a

Tk

STxL Annual Report 2018-201984

Tk

Particulars June 302018Taka

June 302019Taka

Notes Standalone

7 INVENTORIES TK 2821819716 Stocks of Raw Materials 2587607181 1267037971

Raw Materials 2157356247 987719563Raw Materials In Transit 95897741 77114929Packing Materials 17022366 10534616Work - in - process 118430636 42694518Finished Goods 198900191 148974345 Stocks of Spares 234212535 211514198

Spares at Store 227623673 194217841 Spares in Transit 6588862 17296357 Tk 2821819716 1478552169

The basis of valuation is stated in Note -32 carrying amount of inventories pledged as security 8 ACCOUNTS RECEIVABLE TK 2993583494

This represents invoice value of goods delivered to customer This is considered good and collectible

Aging of the above balance is as follows Below 60 days 1384809142 864286947 Within 61-120 days 1181647848 902795356 Above 120 days 427126504 232752364 Tk 2993583494 1999834667

a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person b) The carrying amount of Trade Debtors pledged as security c) Accounts Receivable is secured considered as good and is falling due within one year Classification schedule as required by Schedule XI of Companies Act 1994

9 ADVANCES DEPOSITS amp PREPAYMENTS TK 264470342

This is made up of the followings Advances 193246899 334833685

Income Tax 43637491 125021010Salary amp PF Current account 1181000 1995000 Other Expenses 17173605 14458064 Suppliers amp Contractor 131254803 193359611

Deposits 71223443 56352824 Security Deposit 63127583 49539729

Margin of Bank Guarantee 8095860 6813095 Tk 264470342 391186509

(a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person (b) There was no amount was due by the associated undertaking (c) The advances amp deposits considered good amp recoverable 10 SHORT TERM LOAN TK 161617019

Loan To Square Texcom Limited 161617019 123843099 Short Term Loan Given 161617019 123843099

The above amount is unsecured but considered good and bears interest 1 above the commercial Banks interest rate

STxLAnnual Report 2018-2019 85

Particulars June 302018Taka

June 302019Taka

12SHARE CAPITAL TK 1972520000

This is made up of the followingsAuthorized300000000 Ordinary Shares of Tk 1000 each 3000000000 3000000000

Issued Subscribed and Paid upOpening Balance 1878590480 1789133790Bonus Share Issued 93929520 89456690(9392952 Ordinary Shares of Tk 1000 each fully Paid up) 1972520000 1878590480

11 CASH amp CASH EQUIVALENTS TK 155346636

This is made up of the followings Cash in Hand 4717640 5619110 Cash at Bank 150628996 431757689 Tk 155346636 437376799

Foreign currency account balances have been converted to Taka at the ruling rate at the reporting date

Shareholders Group Number of Investors Number of Shares

SponsorsDirectors 7 121959707 62 62Foreigners 5 6572330 3 6 Institutions 238 41857739 21 19 General Public 17194 26862224 14 13Total 17444 197252100 100 100

Percentageof ShareHolding

2018-2019

Percentageof ShareHolding

2017-2018

Distribution schedule of each class of equity security setting out the number of holders and percentage as on June 30 2019

The position of shareholders as on June 30 2019 is as follows

Less than 500 shares500 to 5000 shares5001 to 10000 shares10001 to 20000 shares20001 to 30000 shares30001 to 40000 shares40001 to 50000 shares50001 to 100000 shares100001 to 1000000 sharesOver 1000000 shares

As per FolioNo of holders Holdings No of holders Holdings

Range of Holdings As per BO ID Total shareHolding In

Total

1081471 6162011 3060520 3543547 1871659 1468145

898718 3076833

14476740 94723423

130363067

1387525 6467477 3119367 3601999 1926137

1533907 1039509 3416526

16907255 157852298 197252000

070328158183098078053173857

800310000

306054 305466

58847 58452 54478 65762

140791 339693

2430515 63128875 66888933

89703762

439255

784320455211

13675

3464268

84223459

3769

Tk

STxL Annual Report 2018-201986

Particulars June 302018Taka

June 302019Taka

Notes Standalone

13 RETAINED EARNINGS TK 5251902027Opening Balance 3507443052 3663812572Add Net income during the Year 346461980 290913928Less Cash Dividend paid during the Year (375718096) (357826758)Less Appropriation for stock dividend during the Year (93929520) (89456690)Add Balance from Amalgamation of SQUARE Yarns Ltd 1867644611 - 5251902027 350744305214 DEFERRED TAX LIABILITY TK 235701174 Opening Balance 128579505 109649529Deferred Tax Liabilities of SYL after Merger 53533688 -Deferred Tax Liabilities 53587981 18929976Closing Balance 235701174 128579505

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

a) Deferred Tax Liability is arrived at as follows Carrying Value of Depreciable Fixed Assets 4734224195 2367972537Less Tax Base Carrying Value (3162883038) (1510775836)Taxable Temporary Difference 1571341157 857196701Tax Rate 1500 1500Closing Deferred Tax Liability 235701174 128579505Less Opening Deferred Tax Liability (128579505) (109649529)Less Deferred tax Liabilities of SYL after Merger (53533688) -Deferred Tax (Income) Expense 53587981 18929976

15 SHORT TERM BANK LOAN (SECURED) TK 3055112511 Bank Overdraft 15264 5569544Revolving Loan 800000000 - Loan ag Export Bill Discount 616960527 -Deferred LC Loan 1638136720 2892185121 3055112511 2897754665

These short term loans are secured against hypothecation of Stock and Accounts Receivable

16 CREDITORS amp OTHERS PAYABLE TK 64229574 Creditors amp Others Payable 64229574 79467584 64229574 79467584

This represents amount payable to regular suppliers of packing materials utilities and other services rendered to the company All suppliers were paid on a regular basis

17 LIABILITIES FOR OTHER FINANCE TK 135543502 Retention Money 238218 1714756WPPF amp Other Fund 21795531 17402229Provision for Gratuity 30026145 -Others 83483608 97857956 135543502 116974941

18 SHORT TERM LOAN TK 2168788505

This is made up as follows Loan From Sqaure Pharma Ltd 2168788505 1385741Loan from Square Yarns Ltd - 723252420Short Term Loan Received 2168788505 724638161

Tk

Tk

STxLAnnual Report 2018-2019 87

Particulars June 302018Taka

June 302019Taka

Kg

Kg

Kg

Tk

20 SALES TK 8896244091

Sales Comprises the following In Quantity (KG) Opening Stock 621995 451690Balance from Square Yarns Ltd after Merger 142535 -Production during the Year 33622604 22925478Available for Sale 34387134 23377168Closing Stock (778048) (621995)Sales during the year 33609086 22755173(To be accounted for as follows)

Sales Accounted as followsExport Sale of Yarns 33609086 22755173

In TakaExport Sale of Yarns 8896244091 6367124698 8896244091 6367124698

19 PROVISION FOR INCOME TAX TK 70751117

Opening Balance 92031901 182829429Provision for tax Liabilities of SYL after Merger 101744149 -Adjustment with Advance Tax (158885586) (128998205)Provision made for the period 35860653 38200677 Closing Balance 70751117 92031901 Tk

Tk

Tk

Kg

21 COST OF GOODS SOLD TK 7944893270

This is arrived as follows Raw Materials Consumed (Note-211) 6040169162 4139044400Packing Materials Consumed (Note-212) 85725202 60165053Factory Overhead (Note- 213) 1890941844 1532471751Cost of Goods Manufactured 8016836208 5731681204Work-In-Process (Opening) 42694518 59965200Balance from Square Yarns Ltd after Merger 21309456 -Work-In-Process (Closing) (118430636) (42694518)Cost of Production 7962409546 5748951886Finished Goods (Opening) 148974345 95617508Balance from Square Yarns Ltd after Merger 32409570 -Finished Goods (Closing) (198900191) (148974345)Cost of Goods Sold 7944893270 5695595049

211 RAW MATERIALS CONSUMED TK 6040169162This is arrived as follows In Quantity(KG) Opening Stock 5489560 4944183Balance from Square Yarns Ltd after Merger 1020315 -Purchase during the year 43559269 25293343Raw Materials Available for Consumption 50069144 30237526Closing Stock (13938950) (5489560)Raw Materials Consumed 36130194 24747966 In Taka Opening Stock 987719563 898396232Balance from Square Yarns Ltd after Merger 384898444 -Purchase during the year 6824907402 4228367731Raw Materials Available for Consumption 8197525409 5126763963Closing Stock (2157356247) (987719563)Raw Materials Consumed 6040169162 4139044400

STxL Annual Report 2018-201988

Particulars June 302018Taka

June 302019Taka

Notes Standalone

Tk

213 FACTORY OVERHEAD TK 1890941844

Factory Wages Salary amp Allowances 661387598 450721594Travelling amp Conveyance 207830 44614Overseas Travelling 430311 74089Recruitment amp Training Expenses 85417 54128Printing Expenses 212586 134378Stationery Expenses 1413673 1053633Software amp Hardware Support Expenses 2135815 2706564Production Workers Free Lunch 3415844 3015008Uniform amp Liveries 312376 196760Fuel Petrol Light Diesel etc 50462674 128243449Electricity Gas amp Water 542049700 482485291Factory Consumable Expense 38936851 38931107Medical Expenses 986078 546904Repairs amp Maintenance of Vehicles 12622607 13433252Papers Books and Periodicals 47430 14810Industrial All Risk Insurance Premium 12901183 8018556Postage Telephone Fax amp Telex 322295 172732GovtTax VAT amp License Fees 3028921 2265498Security Services 12022875 9480475Spare Parts - Machinery 161055120 150006480Group Insurance 1005591 803321Depreciation (Schedule-1) 385899069 240069108Total 1890941844 1532471751Tk

212 PACKING MATERIALS CONSUMED TK 85725202 This is arrived as follows Opening Stock 10534616 5547666Balance from Square Yarns Ltd after Merger 1571692 -Purchase during the Year 90641260 65152003Available for production 102747568 70699669Closing Stock (17022366) (10534616)Packing Materials Consumed 85725202 60165053

22 ADMINISTRATIVE OVERHEAD TK 241149856Salary and Allowances 103615094 108724229Directors Remuneration 39316356 35765796Travelling amp Conveyance 787255 742403Overseas Travelling 45579569 29503189Recruitment amp Training Expenses 498034 537760Head Office Employees Free Lunch 1420763 1704421Uniform amp Liveries 144862 127474Printing Expenses 457113 373937Stationery Expenses 141316 602440Software amp Hardware Support Expenses 2154485 1788846Postage Telephone Fax amp Telex 446807 401380Electricity Gas amp Water 3155391 2080483Office Consumable Expense 2205529 2733279Rental Expenses 13110862 9080468Vehicles Running amp Maintenance 9536650 12259975Medical Expenses 648382 364123Group Insurance 447475 396097Bank Charges amp Commission 3155465 607384Fees amp Subscription 9176769 10798087Security Service 463185 468840Govt Tax Stamp Duty amp Licence Fees 2757142 581295Annual General Meeting Expenses 1390277 1536628Audit Fees 541075 330510Total 241149856 221509044

a) Audit Fees represent auditors remuneration for audit of the Companys Financial Statements for the Year ended Tk

STxLAnnual Report 2018-2019 89

Particulars June 302018Taka

June 302019Taka

This is arrived as follows Export Sale Expenses 8793560 4852662Loading amp unloading 3557982 981352Total Tk 12351542 5834014

24 FINANCE COST TK 254157870 Interest on Short Term Loan 254157870 86090059 Tk 254157870 86090059

Interest expenses is derived from short-term loan and is recognized on an accrual basisThe finance cost includes no interest on any sort of borrowing from directors including managing director and managers

25 NON-OPERATING INCOME TK 14014592This is made up as follows Interest Income 5047362 3943318GainLoss on Disposal of Assets 1563049 -Forex Exchange Rate Fluctuation Gain (Loss) 7404181 3406960 14014592 7350278

26 ALLOCATION FOR WPPF amp WF TK 21795531

Tk 21795531 17402229

This represents 5 of Net Income before Tax after charging the allocation as per provisions of the Companies Profit under Labour Law 2016

27 PROVISION FOR INCOME TAX FOR THE YEAR TK 35860653

Tk 35860653 38200677

This represents estimated Income Tax on Net Income for the year and adjustment any shortexcess provision for prior years

28 EARNINGS PER SHARE (EPS)

The Computation is given below

Earning attributable to Ordinary Shares including other income 346461980 290913928Number of Ordinary shares 197252000 197252000Earnings Per Share (EPS) 176 147

Tk

23 SELLING amp DISTRIBUTION OVERHEAD TK 12351542

Tk

STxL Annual Report 2018-201990

Particulars June 302018Taka

June 302019Taka

Notes Standalone

2801 NET ASSET VALUE (NAV) PER SHARE The Computation is given below

Equity Attributable to the Owners of the Company 7224422027 5386033532Number of Ordinary shares 197252000 197252000

Net Asset Value (NAV) Per Share 3663 2731

2802 NET OPERATING CASH FLOWS PER SHARE (NOCFPS)

The Computation is given below Net Cash Generated (Used in) from Operating Activities (686379435) (291474052)Number of Ordinary shares 197252000 197252000 Net Operating Cash flows per Share (NOCFPS) (348) (148)

2803 RECONCILIATION OF NET PROFIT WITH CASH FLOWS FROM OPERATING ACTIVITIES

The Computation is given below Profit After Tax 346461980 290913928

ADJUSTMENT TO RECONCILE NET PROFIT TO NET CASH PROVIDED BY OPERATING ACTIVITIES

Non-cash Expenses 439487050 258999084Depreciation 385899069 240069108Deferred Tax 53587981 18929976 Non-Operating Items 38481232 (181591)Interest Expenses (Income) on Sister Company Loan 40315862 431613Net effect of foreign currency translation (1834630) (613204) Changes in working Capital (1510809697) (841205473)(Increase)Decrease in Inventories (791902028) (151858905)(Increase)Decrease in Accounts Receivable (731608833) (655235889)(Increase)Decrease in Advances Deposits amp Prepayments 172463124 74070702Increase(Decrease) in Creditors amp Others Payable (45062380) 14083073Increase(Decrease) in Liabilities for Other Finance 8325352 (31466926)Increase(Decrease) in Income Tax Payable (123024932) (90797528) Net Cash Generated (Used in) from Operating Activities (686379435) (291474052)

STxLAnnual Report 2018-2019 91

Particulars June 302018Taka

June 302019Taka

29 APPROPRIATION DURING THE YEAR

The appropriations for the year 2017-18 have been reflected in the Statement of Changes in Equity The Board of Directors proposed cash dividend of Tk 2 (Taka Two) only per share for the year 2018-19 It will be recognized as liability in the accounts as and when the proposal approved by the shareholders in the Annual General Meeting (AGM) The total amount of Proposed Cash Dividend for the year 2018-19 is calculated at Tk 394504000

30NUMBER OF EMPLOYEES

The Number of employees and expenses incurred for employees during the year as follows No of Employees Below Tk 7188000 pa - - Tk 7188000 and Above 3965 2427 3965 2427

Amount in Taka Below Tk 7188000 pa - -Tk 7188000 and Above 765002692 559445823 765002692 559445823

There is no SalaryWagesRemuneration below Tk5990- per month with wef May 2018

Tk

31 KEY MANAGEMENT PERSONNEL COMPENSATION

During the year the amount of compensation paid to Key Management Personnel including Board of Directors is as under (As para 17 of IAS 24)

Short Term Employee Benefits 105681755 102961001Post Employment Benefits 7380189 5544772Other Long Term Benefits - - Termination Benefits - - Share Based Payment -

32CAPITAL EXPENDITURE COMMITMENT Contract for capital expenditure are being executed by the Contractors and running bills are accounted for but the unfinished contracts has not been reflected in this Financial Statements

33 CLAIM ACKNOWLEDGEMENT

There was no claim against the Company not acknowledged as debt as on June 30 2019

34 CONTINGENT LIABILITY 341 Contingent Liability of the Company was Tk 1297220698- as on June 30 2019 for opening LCs by the banks in favour of foreign suppliers for raw materials and spares

342 There was no facts and figures for which the company has contingent liability to any party other than to Banks as on June 30 2019

STxL Annual Report 2018-201992

Particulars June 302018Taka

June 302019Taka

Notes Standalone

35 PRODUCTION CAPACITY AND UTILIZATION

Capacity Installed No of Spindles Installed 122976 81648No of Rotor Heads Installed 3960 3960No of Vortex Heads Installed 2784 672

Capacity Utilised No of Spindles Operated 122976 81648No of Rotor Heads Operated 3960 3960No of Vortex Heads Operated 2784 672

Production Target (In Kg) -At Equivalent 30s Count (Ring Yarn) 18171216 9944673- At Equivalent 14s Count (OE Yarn) 9042222 10043927- At Equivalent 30s Count (Vortex Yarn) 7927500 2450000 35140938 22438600

Actual Production (In Kg) -At Equivalent 30s Count (Ring Yarn) 17617160 9400675- At Equivalent 14s Count (OE Yarn) 8722390 9810863- At Equivalent 30s Count (Vortex Yarn) 7642423 2388957 33981973 21600495

During the last few years we had to face hard competition in the national amp international market To cope with the situation we have adopted multiple product mix to attain high margin as strategy of value addition through product differentiation Hence we have restated the production capacity installation criterion and actual production quantity to make them (The production data) equivalent amp comparable

36 DIVIDEND PAID TO THE SHAREHOLDERS

During the year under review total cash dividend amounting to Tk 375718096 has been paid to the shareholders

37 CREDIT FACILITY There was no credit facility available to the Company under any contract other than bank credit facility and trade credit available in the ordinary course of business

38 EVENT AFTER THE BALANCE SHEET DATE Events after the reporting date that provide additional information about the Companys position at the reporting date are reflected in the financial statements Events after the reporting date that are not adjusting events are disclosed in the notes when material

STxLAnnual Report 2018-2019 93

Particulars June 302018Taka

June 302019Taka

Tk

Tk

39 RELATED PARTY TRANSACTION During the year the Company carried out a number of transactions with related parties in the normal course of business and on an arms length basis The name of related parties nature of relationship and their total value have been set out in accordance with the provisions of IAS 24 Related Party Disclosure Transaction with Sqaure Pharma Ltd (SPL)

Total Received during the year (3061606816) (93100563)Total Paid during the year 892818311 91714822 Closing Balance- Receivable (Payable) (2168788505) (1385741)

Transaction with Square Yarns Ltd (SYL) Total Received during the year (876285713) (798264528)Total Paid during the year 876285713 75012108 Closing Balance- Receivable (Payable) - (723252420)

Transaction with Square Texcom Ltd (STcL) Total Received during the year (130056473) (64625981)Total Paid during the year 291673492 188469080 Closing Balance- Receivable (Payable) 161617019 123843099

Transaction with Aegis Services Ltd(ASL) Total Service Received during the year (14459802) (9648537)Total Paid during the year 14459802 9648537 Closing Balance- Receivable (Payable) - - Transaction with Square Informatix Ltd(SIL) Total Service Received during the year (4634990) (9716257)Total Paid during the year 4634990 9716257 Closing Balance- Receivable (Payable) - -

Tk

Tk

Tk

Tk

Tk

Tk

Transaction with Square Hospitals Ltd(SHL) Total Service Received during the year (1443070) (423274) Total Paid during the year 1443070 423274 Closing Balance- Receivable (Payable) - -

Transaction with Square Fashions Ltd(SFL) Total Received during the year (641034460) (975593483) Total Goods Delivered during the year 960267603 1163792468 Closing Balance- Receivable (Payable) 319233143 188198985

Transaction with Square Denims Ltd (SDL) Total Received during the year (351425562) (293316287) Total Goods Delivered during the year 527379307 459213857 Closing Balance- Receivable (Payable) 175953745 165897570 Transaction with Square Apparels Ltd(SApL) Total Received during the year (124156287) (165245535)Total Goods Delivered during the year 229716558 298653172 Closing Balance- Receivable (Payable) 105560271 133407637

Tk

40 APPROVAL OF ACCOUNTS

These financial statements have been approved by the board on October 22 2019

STxL Annual Report 2018-201994

Particulars June 302018Taka

June 302019Taka

Notes Standalone

SQU

ARE

TEX

TILE

S LI

MIT

EDSc

hedu

le o

f Pro

pert

y P

lant

and

Equ

ipm

ent

Prop

erty

Pla

nt a

nd E

quip

men

t - T

k 5

374

733

212

Sche

dule-

02

C O

S T

D E P

R E C

I A T

I O N

Durin

g the

perio

dDu

ring t

he Pe

riod

PART

ICULA

RS

At 01

st July

2018

Balan

ce of

SYL

Amalg

amati

on

Janua

ry 1

2019

Balan

ce of

SYL

Amalg

amati

on

Janua

ry 1

2019

At 30

th Jun

e20

19

Writt

enDo

wn Va

lueas

at30

th Ju

ne20

19

At 01

st July

2018

At 30

th Jun

e20

19Ad

dition

s Sa

lesO

bsole

tes

Char

ged

Adju

stmen

ts

As at

June

30

201

9

As at

June

30

201

8

18

257

271

92 -

59

858

894

09

580

879

210

2 2

1428

5371

3

1834

0730

7

(210

214

508

) (6

3100

00)

974

4255

806

598

5889

409

298

4070

313

275

0311

205

120

5388

269 -

436

9522

594

298

4070

313 5

374

733

212

3

0018

1909

6

(205

8350

57)

(631

0000

)

3858

9906

9

2400

6910

8

Land

amp La

nd D

evelo

pmen

tBu

ildin

g-Fa

ctor

y amp U

tility

Build

ing-

Othe

rsSh

eds

Plan

t amp M

achi

nery

Labo

rato

ry Eq

uipm

ent

Elect

rical

Insta

llatio

nGa

s Lin

e Ins

talla

tion

Mot

or V

ehicl

esOffi

ce Eq

uipm

ent

Furn

iture

amp Fi

xtur

eCo

mpu

ter

Softw

are

Boun

dary

Wall

Deep

Tube

-Well

Safe

ty amp

Secu

rity E

quipm

ent

Commu

nicatio

n and

Netwo

rk Equi

pment

Othe

r Ass

ets

633

846

559

6

477

873

52

254

718

884

1

611

116

0 3

991

309

204

2

210

444

1

774

942

49

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317

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137

827

441

1

229

926

4 1

000

095

2 3

317

912

-

4

725

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3 2

506

125

5

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25

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78

23

258

88

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624

58

179

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1

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728

35

-

14

498

294

67

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000

4

257

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2 1

361

072

2

824

500

0 2

627

836

4

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977

7

683

50

-

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224

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4

151

00

236

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1

095

282

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90

801

244

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277

447 -

974

618

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4

450

00

42

578

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13

610

72

22

922

196

13

967

97

47

870

86

521

088

-

-

1

436

89

404

938

1

126

08

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176

59

640

509

017

1

146

721

449

3

618

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19

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111

160

69

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080

76

18

463

719

299

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4

367

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1 1

819

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74

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154

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687

43

627

73

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00

48

470

259

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00

22

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07

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625

78

28

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817

640

509

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366

284

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1

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300

746

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049

4 7

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9

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-

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954

232

) -

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) (1

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13

184

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878

564

21

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1

850

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1 2

087

291

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721

1 1

256

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4

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5

476

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378

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2

368

67

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889

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215

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233

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600

00

24

768

647

Financial Statement 2018-2019

Directorsrsquo Report - 97 Auditorsrsquo Report - 99 Statement of Financial Position - 100

Statement of Profit or Loss and other Comprehensive Income - 101 Statement of Changes in Equity - 102 Statement of Cash Flows - 103

Square Texcom Ltd

Subsidiary

I have the pleasure on behalf of the Board of Directors to submit to you its Report along with its audited accounts containing the Statement of Financial Position as of June 30 2019 Statement of Profit or loss and other Comprehensive Income Changes in Equity and Cash Flows for the year ended June 30 2019 and the Auditors Report thereon in terms of the provisions of section 184 of the Companies Act 1994 and IAS codes OPERATIONAL RESULTS

The operational performance during the years 2017-2018 and 2018-2019 are as follows

In million Particulars 2018-19 2017-18

Turnover 93472 87964 Gross Profit 9679 9665 Net Profit (AT) 2008 3428 Gross Margin 1035 1099 Net Margin (AT) 215 390 Earning Per Shares 20082 34275 Par value Tk 100

The above reveals that the Turnover and Gross Profit increased by 626 015 respectively but Net Profit (AT) decreased by 4141 during year under review MARKET OPERATIONS

Similar to the Square Textiles Limited Square Texcom Limited has been also based on exports at almost 100 level with less than significant local sales This is in line with the grouprsquos policy of export production in the greater interest of the Company

SHAREHOLDING

The Company has issued total of 100000 share of Tk 100 each The present share-holding pattern of the company is as follows

Name of the Shareholders

Shareholding (shares)

()

Mr Samuel S Chowdhury 1166 1166

Mr Tapan Chowdhury 1166 1166

Mr Anjan Chowdhury 1166 1166

Mrs Ratna Patra 1166 1166

Mrs Anita Chowdhury 336 0336

Ms Square Textiles Ltd 95000 9500

Total - 100000 10000

On the basis of the above shareholdings Square Texcom Ltd has the status of subsidiary to Square Textiles Limited BOARD OF DIRECTORS

The following persons are the Members of the Board of Directors of the Company Mr Samuel S Chowdhury Chairman Mrs Ratna Patra Vice-Chairman Mr Anjan Chowdhury Managing Director Mr Tapan Chowdhury Director Mrs Nihad Kabir Director (Nominee of Square Textiles Ltd) Assets Turnover Profit Tk in million

SQUARE TEXCOM LIMITED

Directorsrsquo Report to the Members for the year ended 30 June 2019

STxLAnnual Report 2018-2019 97

2008

CAPITAL EXPENDITURE

A contract for capital expenditure are being executed by the Contractors and running bills are accounted for but the unfinished contracts has not been reflected in this Financial Statements

APPROPRIATION OF PROFIT Though the Company earned a respectable level of profit Tk 20082 per share the Board of Directors decided to transfer the entire profit to the General Reserve for ploughing back in the long term interest of the shareholders As such the Board of Directors did not recommend for declaration of any dividend for the year 2018-2019 FINANCIAL POSITION

The Statement of Financial Position as on 30 June 2019 Statement of Profit or Loss and other Comprehensive Income Change in Equity and Cash Flows ended at 30 June 2019 are place herewith APPOINTMENT OF AUDITORS

Ms Chowdhury Bhattacharjee amp Co Chartered Accountants Auditors of the Company retire at this Annual General Meeting and being eligible have offer themselves for appointment as Auditors for the year 2019-2020 and re-fixation of their remuneration

ACKNOWLEDGEMENT

The Board of Directors thankfully acknowledge the devotion and dedication of all the workers employees and officers without which the Companyrsquos operation could not have attained the successes as reported above The Board also record with appreciation the support service and co-operation rendered by all concerned Samuel S Chowdhury Chairman

Square Texcom Limited Directorsrsquo Report

STxL Annual Report 2018-201998

AUDITORS REPORTIndependent Auditors Report to the Shareholders ofSquare Texcom Limited

Opinion

We have audited the accompanying Financial Statements of Square Texcom Limited which comprises the Statement of Financial Position as at 30 June 2019 Statement of Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows for the year then ended and Notes to the Financial Statements including a summary of significant accounting policies

In our opinion the Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) give a true and fair view of the state of the companyrsquos affairs as at 30 June 2019 and of the results of its operations and its Cash Flows for the year then ended and comply with the Companies Act 1994 and other applicable laws and regulations

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) Our Responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report We are independent of the Company in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevent to our audit of the Financial Statements and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with International Financial Reporting Standards (IFRSs) the Companies Act 1994 and other applicable laws and regulations This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of 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

In preparing the Financial Statements management is responsible for assessing the Companys ability to continue as a going concern desclosing as applicable matters related to Going Concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so

Those charged with govrnance are responsible for overseeing the Companys financial reporting process

Auditors Responsibilities for the Audit of the Financial Statements

Our responsibility is to express an opinion on these Financial Statements based on our audit We conducted our audit in accordance with International Standards on Auditing (ISA) Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 auditorrsquos 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 entityrsquos 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 entityrsquos internal control An audit also includes evaluating 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

Place DhakaDated October 01 2019

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of account as required by law have been kept by Square Texcom Limited so far as it appeared from our examination of those books and

The Companyrsquos Statement of Financial Position Statement of Comprehensive Income and its Statement of Cash Flows dealt with by the report are in agreement with the books of account

(i)

(ii)

(iii)

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

Further to our opinion in the above paragraph we state that

STxLAnnual Report 2018-2019 99

SQUARE TEXCOM LIMITEDStatement of Financial PositionAs at June 30 2019

ASSETS NON-CURRENT ASSETS 669463993 707305663Property Plant amp Equipment- Carrying Value 638367040 690592118Capital Work In Progress 31096953 16713545

CURRENT ASSETS 598985345 460008024Inventories 286949732 166614746Accounts Receivable 261286264 216416781Advances Deposits amp Prepayments 25463273 24687001Cash amp Cash Equivalents 25286076 52289496 TOTAL ASSETS Tk 1268449338 1167313687

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 298774127 278691935Share Capital 10000000 10000000Retained Earnings 288774127 268691935 NON-CURRENT LIABILITIES 467176130 459166119Share Money Deposit 423550119 423550119Deferred Tax Liability 43626011 35616000 CURRENT LIABILITIES amp PROVISIONS 502499081 429455633Short Term Bank Loan (Secured) 315747122 285746054Creditors amp Others Payable 7347077 8830192Liabilities for Other Finance 9630636 6610187Short Term Loan 161617019 123843099Provision for Income Tax 8157227 4426101 TOTAL SHAREHOLDERS EQUITY amp LIABILITIES Tk 1268449338 1167313687

Net Asset Value Per Share 298774 278692

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxL Annual Report 2018-2019100

Particulars June 302018Taka

June 302019Taka

SQUARE TEXCOM LIMITEDStatement of Profit or Loss and Other Comprehensive IncomeFor the Year ended June 30 2019

SALES REVENUE 934721283 879640842

Cost of Goods Sold (837931175) (782995713)

GROSS PROFIT 96790108 96645129

Administrative Expenses (31431439) (37124155)

Selling amp Distribution Expenses (2329503) (1767531)

PROFIT FROM OPERATION 63029166 57753443

Finance Cost (25947910) (14474368)

Non-operating Income 980645 374424

PROFIT BEFORE WPPF amp WF 38061901 43653499

Allocation for WPPF amp WF (1812471) (2078738)

PROFIT BEFORE TAX 36249430 41574761

Provision for Tax (Current) (8157227) (2105611)

Provision for Tax (Deferred) (8010011) (5193958)

PROFIT AFTER TAX FOR THE PERIOD Tk 20082192 34275192

(Transferred to the Statement of Changes in Equity)

No of Share=100000

Earnings Per Share(EPS) 20082 34275

Subsidiary

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxLAnnual Report 2018-2019 101

Particulars 2017-2018Taka

2018-2019Taka

SQUARE TEXCOM LIMITEDStatement of Changes in EquityFor the Year Ended June 30 2019

For the Year Ended June 30 2018

Share CapitalParticulars

Balance as at June 30 2018

Net Profit for the Year ended June 302019

Balance as at June 30 2019

Retained Earnings Total Tk

10000000

-

268691935

20082192

28877412710000000

278691935

298774127

Share CapitalParticulars

Balance as at June 30 2017

Net Profit for the Year ended June 302018

Balance as at June 30 2018

Retained Earnings Total Tk

10000000

-

234416743

34275192

26869193510000000

244416743

34275192

278691935

20082192

STxL Annual Report 2018-2019102

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Particulars 2017-2018Taka

2018-2019Taka

SQUARE TEXCOM LIMITEDStatement of Cash FlowsFor The Year Ended June 30 2019

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 889851800 799539946Exchange Fluctuation Gain (Realization from Transection) 799096 128559 Receipts from Other Income 19103 47474 Total Receipts 890669999 799715979 Payments to Suppliers (716964238) (616770814)Paid for Operating amp Non-operating Expenses (217812647) (244384347)Interest Expenses Paid (22272712) (7260070)Income Tax Paid (3653792) (5706713)Total Payments (960703389) (874121944) Net Cash Flow From (Used in) Operating Activities (70033390) (74405965) CASH FLOWS FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant and Equipment (20225264) (40424867) Net Cash Generated (Used in) from Investing Activities (20225264) (40424867) CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) 30001068 48131629Short Term Loan from (To) Sister Company 33091720 20746350 Net Cash Generated (Used in) from Financing Activities 63092788 68877979 Increase (Decrease) in Cash amp Cash Equivalents (27165866) (45952853)Net effect of foreign currency translation 162446 198391Opening Cash amp Cash Equivalents 52289496 98043958CLOSING CASH amp CASH EQUIVALENTS Tk 25286076 52289496

Net Operating Cash Flows Per Share (70033) (74406)

Subsidiary

STxLAnnual Report 2018-2019 103

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

AUDITORS REPORTIndependent Auditors Report to the Shareholders ofSquare Yarns LimitedOpinion We have audited the accompanying Financial Statements of Square Yarns Limited which comprises the Statement of Financial Position as at 31 December 2018 Statement of Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows for the period then ended and Notes to the Financial Statements including a summary of significant accounting policies

In our opinion the Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) give a true and fair view of the state of the companyrsquos affairs as at 31 December 2018 and of the results of its operations and its Cash Flows for the period then ended and comply with the Companies Act 1994 and other applicable laws and regulations

Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report We are independent of the Company in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the Financial Statements and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Key Audit Matters We draw attention to Note 2 (p) to the Financial Statements which describes that the company is under process for amalgamation with Square Textile Limited under provision of Section 228 amp 229 of the Companies Act 1994 Our opinion is not qualified in respect of these matters

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with International Financial Reporting Standards (IFRSs) the Companies Act 1994 and other applicable laws and regulations This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of 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

In preparing the Financial Statements management is responsible for assessing the Companys ability to continue as a going concern disclosing as applicable matters related to Going Concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so

Those charged with governance are responsible for overseeing the Companys financial reporting process

Auditors Responsibilities for the Audit of the Financial Statements

Our responsibility is to express an opinion on these Financial Statements based on our audit We conducted our audit in accordance with International Standards on Auditing (ISA) Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 auditorrsquos 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 entityrsquos 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 entityrsquos internal control An audit also includes evaluating 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

Place DhakaDated February 10 2019

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of account as required by law have been kept by Square Yarns Limited so far as it appeared from our examination of those books and

The Companyrsquos Statement of Financial Position Statement of Comprehensive Income and its Statement of Cash Flows dealt with by the report are in agreement with the books of account

(i)

(ii)

(iii)

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

Further to our opinion in the above paragraph we state that

STxLAnnual Report 2018-2019 105

SQUARE YARNS LIMITEDStatement of Financial PositionAs at December 31 2018

ASSETS Non-Current Assets 620338923 676872453Property Plant amp Equipment- Carrying Value 620338923 676872453

Current Assets 1733515533 1664296652Inventories 551365521 472332420Accounts Receivable 262139994 321134934Advances Deposits amp Prepayments 45746957 41134451Short Term Loan 810552881 723252420Cash amp Cash Equivalents 63710180 106442427

TOTAL ASSETS Tk 2353854456 2341169105

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 1971931663 1908113630Share Capital 95500000 95500000Retained Earnings 1876431663 1812613630

Non-Current Liabilities

Deferred Tax Liability 53533688 57859132

Current Liabilities amp Provisions 328389105 375196343Short Term Bank Loan (Secured) 186577378 233187042Creditors amp Others Payable 29824370 43105219Liabilities for Other Finance 10243209 13038822Provision for Income Tax 101744148 85865260

TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 2353854456 2341169105 Tk

Net Asset Value Per Share 206485 199802

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxL Annual Report 2018-2019106

Particulars June 302018Taka

Dec 312018Taka

SQUARE YARNS LIMITEDStatement of Profit or Loss and Other Comprehensive IncomeFor the Period (Six Months) ended December 31 2018

SALES REVENUE 731076090 987208292

Cost of Goods Sold (642577904) (892864246)

GROSS PROFIT 88498186 94344046

Administrative Expenses (6320194) (12371998)

Selling amp Distribution Expenses (878822) (872835)

PROFIT FROM OPERATION 81299170 81099213

Finance Cost (4636342) (4561024)

Other Income 2477223 138309

PROFIT BEFORE WPPF amp WF 79140051 76676498

Allocation for WPPF amp WF (3768574) (3651262)

PROFIT BEFORE TAX 75371477 73025236

Provision for Tax (Current) (15878888) (14566204)

Provision for Tax (Deferred) 4325444 3584757

PROFIT AFTER TAX FOR THE PERIOD 63818033 62043789

(Transferred to the Statement of Changes in Equity) No of Share=955000

Earnings Per Share (EPS) 6683 6497

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

STxLAnnual Report 2018-2019 107

Particulars July-Dec 2017Taka

July-Dec 2018Taka

Unaudited

SQUARE YARNS LIMITED

Statement of Changes in EquityFor the Period (Six Months) ended December 31 2018

For the Period (Six Months) ended December 31 2017

Share CapitalParticulars

Balance as at June 30 2017

Net Profit for the Six Months Ended Dec 31 2017

Balance As at Dec 31 2017

Retained Earnings Total

-

95500000

95500000

1678330454

62043789

1740374243

1773830454

62043789

1835874243

Share CapitalParticulars

Balance as at June 30 2018

Net Profit for the Six Months Ended Dec 31 2018

Balance As at Dec 31 2018

Retained Earnings Total

-

95500000

95500000

1812613630

63818033

1876431663

1908113630

63818033

1971931663

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Unaudited

STxL Annual Report 2018-2019108

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 790071030 1048969414Exchange Fluctuation Gain 345547 138309Total Receipts 790416577 1049107723 Payments to Suppliers (535294015) (673001715)Paid for Operating amp Non-operating Expenses (156471962) (174588096)Interest Expenses Paid (3980222) (7507593) Income Tax Paid (4870119) (9983664)Total Payments (700616318) (865081068)

Net Cash Flow From (Used in) Operating Activities 89800259 184026655

CASH FLOWS FROM INVESTING ACTIVITIESSales (Purchase) of Property Plant amp Equipment (754057) -

Net Cash Generated (Used in) from Investing Activities (754057) -

CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (46609664) 32966810Short Term Loan from (To) Sister Company (85168785) (464990904)

Net Cash Generated (Used in) from Financing Activities (131778449) (432024094)

Increase (Decrease) in Cash amp Cash Equivalents (42732247) (247997439)Opening Cash amp Cash Equivalents 106442427 391794350CLOSING CASH amp CASH EQUIVALENTS 63710180 143796911

Net Operating Cash Flows Per Share 9403 19270

SQUARE YARNS LIMITEDStatement of Cash FlowsFor the Period (Six Months) ended December 31 2018

Subsidiary

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Unaudited

STxLAnnual Report 2018-2019 109

Particulars July-Dec 2017Taka

July-Dec 2018Taka

S q u a r e T e x

SQUARE TEXTILES LIMITED Square Centre 48 Mohakhali Commercial Area

Dhaka-1212

P R O X Y F O R M

IWe ___________________________________________________________________________

of _____________________________________________________________________________

being a member of Square Textiles Ltd do hereby appoint

MrMrsMiss ___________________________________________________________________

of _____________________________________________________________________________

_______________________________________________________________________________

as myour proxy to attend and vote for meus on myour behalf at the 24th Annual General Meeting of the Company to be held on Thursday the 12th December 2019 at 1100 am at Samson H Chowdhury Centre Dhaka Club Ltd Ramna Dhaka

As witness my hand this day of ________________ 2019

_______________________ __________________________

Signature of the Proxy Signature of the Member Dated Dated

FolioBOID

Note A member entitled to attend and vote at the Annual General Meeting may appoint proxy to attend and vote in hisher stead The proxy form should reach at the Registered Office of their Company not less than 48 hours before the time fixed for the meeting

Signature Verified

Authorized Signatory Square Textiles Limited

Affix Revenue

Stamp

macrlsaquoqvi daggerUmiddotUvBjmamp wjwgDaggerUW macrlsaquoqvi daggermrsaquoUvi 48 gnvLvjx GjvKv XvKv-1212

ি ফ ম

AvwgAvgiv______________________________________________________________

wVKvbv _________________________________________________________________

macrlsaquoqvi daggerUmiddotUvBjmamp wjwgDaggerUW Gi m`muml wnDaggermDaggere

RbvedaggereMg______________________________________________________________

wVKvbv _________________________________________________________________

_____________________________________________________________________

AvgivAvgvDagger`i cOumlwZwbwa wnDaggermDaggere AvMvgx daggerivR iveZwcmacrnbdquoe 1২B 2019 mKvj 1100 NwUKvq mumlvgmb

vbgi tjw evnotK vKvX ivUrsaquomdagger xiyaŠPdagger PBG umleZocircwybA qOtildevKvX daggerKvcurrenuacutevbxi ২4Zg evwlcopyK mvaviY mfvq Ges Gi

|gvjiwK sup3yhbw umlbR iveiwK bv`Oumlc Uvfdagger seG iveKwv_ ZrsquomacrwcD paraDaggerc i`DaggervgvAivgvA qvfm ZlwvNdagger xeZj~g

102 uml`A eDaggermDaggernw umlparavmacr 9 ZvwiDaggerL AvwgAvgiv GB `wjDaggerj mAacutevDaggerb macrvparai Kwijvg|

_______________ _________________ cOumlwZwbwai macr^vparai m`Daggermumli macrvparai ZvwiL ZvwiL dwjIweIAvBwW bcurreni

wet ordft evwlcopyK mvaviY mfvq daggerhvM`vDaggerbi AwaKvix daggerkqvi daggernvigravevi Zvi cwieDaggerZcopy evwlcopyK mvaviY mfvq daggerhvM`vDaggerbi Rbuml GKRb cOumlwmiddot wbDaggerqvM KwiDaggerZ

cvDaggerib| cOumlwmiddot dig h_vh_ c~iDaggerYi ci eDaggerBn ZDagger`w vgR mDaggerdwA copyWvoacuteRwidagger ixbvuacutecurrenvKdagger copyeDagger~c vUrsaquoN 84 ibDaggervocircybA vfm

Zparawxic iparavmacr

vgDaggerybA `bKvixi macr^vparai

macrlsaquoqvi daggerUmiddotUvBjmamp wjwgDaggerUW

For the Financial Year 2017-2018 Dividend Recommended 21 October 2018 Record Date for 23rd AGM 27 November 2018 23rd Annual General Meeting 20 December 2018 Dividend Issued 14 January 2019 For the Financial Year 2018-2019 Publication of 1st Qtr Financial Report 14 November 2018 Publication of 2nd Qtr Financial Report 31 January 2019 Publication of 3rd Qtr Financial Report 30 April 2019 Dividend Recommended 22 October 2019 Audited Financial Report to BSEC DSE and CSE 11 November 2019 Record Date for 24th AGM 19 November 2019 Notice of 24th AGM 27 November 2019 24th Annual General Meeting 12 December 2019 Dividend Payable By 10 January 2020

Corporate Compliance

Registered Address

Corporate HeadquartersSquare Centre

48 Mohakhali Commercial Area Dhaka BangladeshPhone +88-02-9859007 8833047-56

Fax +88-02-8834941 8828768 wwwtextilesquaregroupcom

  • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
    • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
      • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
      • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
        • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
        • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
Page 3: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and

Annual Report 2018-2019

24th AGM Notice - 05 The Founder - 06 Board of Directors - 07 Management Apparatus - 08 Corporate Sustainability - 10 Chairmanrsquos Message - 11 Corporate Achievement - 12 Report from the MD - 13 5 Years Operational Results- 14 Corporate Governance - 15 Statement of Value added - 20 Directorsrsquo Report (English) - 21 Management Discussion - 28 Audit Committee Report - 32 Status of Compliance - 36 Directorsrsquo Report (Bangla) - 42 Auditorsrsquo Report - 48 Financial Report Consolidated - 54 Standalone - 74 Subsidiary - 96

Memory of AGM 2018 - 110 Proxy Form - 111 Corporate Compliance - 113

Square Texti les Ltd

Contents

W E S T R I V E F O R

We in SQUARE strive above all for top quality products at the least cost reaching the lowest rungs of the economic class of people in the country We value our social obligations

We owe our shareholders and strive for protection of their capital as well as ensure highest return and growth of their assets

We strive for best compensation to all the employees who constitute the back bone of the management and operational strength of the company through a pay - package composing salarywages allowances bonuses profit participation leave salary and superannuation amp retirement benefits and other emergency grants amp gratis

We strive for the best co-operation of the creditors amp debtors the banks amp financial institutions who provide financial support when we need them the suppliers of raw materials amp supplies who offer them at the best prices at the opportune moments the providers of utilities - power gas amp water etc and the customers who buy our products amp services by redeeming their claim in time by making prompt payment and by distributing proper product on due dates

We strive for fulfillment of our responsibility to the Government through payment of entire range of due taxes duties and claims to various public agencies like municipalities etc

We strive as responsible citizen for a social order devoid of malpractices anti-environmental behaviors unethical and immoral activities and corruptive dealings

We keep away from any discriminatory practices between sexes races religions colors or political beliefs

We strive for practicing good governance in every sphere of activities covering inter alia not being limited to disclosure amp reporting to shareholders holding AGM in time distribution of dividends and other benefits to shareholders reporting dissemination of price sensitive information acquisition of shares by insiders recruitment amp promotion of staff procurement amp supplies sale of assets etc All that directly and indirectly affect the interest of concerned groups- the shareholders the creditors suppliers employees government and the society in general

S q u a r e T e x

STxL Annual Report 2018-20192

T R A N S M I T T A L

L E T T E R

To The Members Bangladesh Securities and Exchange Commission Registrar of Joint Stock Companies amp Firms Dhaka Stock Exchange Ltd Chittagong Stock Exchange Ltd Annual Report for the year ended June 30 2019 Dear Sir(s) We are pleased to enclose a copy of Annual Report containing Directorsrsquo Report Auditorsrsquo Report alongwith the Audited Financial Statements comprising Statement of Financial Position as at June 30 2019 Statement of Profit or Loss and other Comprehensive Income Changes in Equity and Cash Flows for the year ended June 30 2019 along with notes thereon and all related Consolidated and Subsidiaries Financial Statements for your information and records Yours sincerely Sanjib Baran Roy Company Secretary Dated 27 November 2019

STxLAnnual Report 2018-2019 3

S q ua r e Te x t i l e s L t d

Vision amp Mission

Our conception of business germinated from our vision which sees it as a means to the well-being of the investors stakeholders employees and members of the society at large by creating new wealth in the form of goods and services that go to satisfy the wants of all of them without disturbing or damaging the socio-ecological-economic balance of the Mother Earth and the process of human civilization leading to peaceful co-existence of all the living beings

V I S I O N

Our mission is the polestar of our vision for maximization of production of quality products and services strictly on ethical and moral standards at minimum costs to the society ensuring optimum benefits to the consumers the shareholders and other stakeholders

M I S S I O N

To strive hard to optimize profit

through conduction of transparent business operations within the legal amp Social framework with malice to none and justice for all in respective of gender disparity caste creed or religion or region

To Increase productivity To create more jobs with minimum

investments To be competitive in the internal as

well as external markets To maximize export earning with

minimum imported in-puts To reduce the income gap between

top amp bottom categories of employees

To promote corporate social responsibilities (CSR) amongst all

O B J E C T I V E

Our vision is the polestar to our mission that fulfils our objectives with emphasis on the quality of product process and services blended with good governance that help build the image of the most venerable corporate citizenship at home and abroad

C O R P O R A T E F O C U S

STxL Annual Report 2018-20194

N O T I C E

2 4 T H A G M

Notice is hereby given that the 24th Annual General Meeting of the Members of Square Textiles Ltd will be held on Thursday the 12th December 2019 at 1100 am at the Samson H Chowdhury Centre Dhaka Club Limited Ramna Dhaka to transact the following business

Agenda-1 To receive consider and adopt the Audited Financial Statement for the year ended 30th June 2019 together with the reports of the Directorsrsquo and the Auditorsrsquo thereon

Agenda-2 To declare dividend for the year ended 30th June 2019

Agenda-3 To elect Directors in terms of the relevant provision of Articles of Association

Agenda-4 To appoint Statutory Auditors for the year 2019-2020 and to fix their remuneration

Agenda-5 To appoint Compliance Auditors for the year 2019-2020 and to fix their remuneration

Agenda-6 To approve appointment of the Independent Director

By order of the Board

Sanjib Baran Roy Company Secretary Dated 27 November 2019 Notes

i) The proxy form must be affixed with requisite revenue stamp and be deposited at the Registered Office of the Company not less than 48 hours before the time fixed for the meeting

ii) Members are requested to submit to the Companyrsquos Share Office on or before 11th December 2019 their written option to receive dividend In case of non-submission of such option with the stipulated time the dividend will be paid off as deemed appropriate by the Company

iii) The Annual Report is available in the Companyrsquos web site at wwwtextilesquaregroupcom

STxLAnnual Report 2018-2019 5

Mr Samuel S Chowdhury

Mrs Ratna Patra

Mr Tapan Chowdhury

Mr Anjan Chowdhury Mrs Anita Chowdhury

Mrs Nihad Kabir Mr S M Rezaur Rahman

THE DIRECTORS Chairman

Mr Samuel S Chowdhury

Vice Chairman Mrs Ratna Patra Managing Director Mr Tapan Chowdhury Director Mr Anjan Chowdhury Director Mr Kazi Iqbal Harun Independent Director Mr Syed Afzal Hasan Uddin Independent Director Mr S M Rezaur Rahman

BOARD OF DIRECTORS Chairman Mr Tapan Chowdhury Vice Chairman Mrs Ratna Patra Managing Director Mr Samuel S Chowdhury Director Mrs Anita Chowdhury Director Mr Anjan Chowdhury Independent Director Mrs Nihad Kabir Independent Director Mr S M Rezaur Rahman

STxLAnnual Report 2018-2019 7

S q u a r e T e x ti l e s L t d

Management Committee

Mr Samuel S Chowdhury Chairman Managing Director Mr Anjan Chowdhury Member Director Mr Md Kabir Reza Member Head of Accounts ampFinance Mr Md Alamgir Hossain Member Head of Operations

Audit Committee

Mrs Nihad Kabir Chairman Independent Director Mrs Ratna Patra Member Director Mr Anjan Chowdhury Member Director Mr Sanjib Baran Roy Secretary Company Secretary

Nomination and Remuneration Committee

Mrs Nihad Kabir Chairman Independent Director Mrs Ratna Patra Member Director Mr Anjan Chowdhury Member Director Mr Sanjib Baran Roy Secretary Company Secretary

CFO Company Secretary and HIAC

Mr M Habibur Rahman FCMA Mr Sanjib Baran Roy ACS Mr Mozibur Rahman FCA

Ms Ahmed Zaker amp Co Chartered Accountants Green City Edge 10th Floor 89 Kakrail Dhaka

Statutory Auditors

M ANA GEM ENT A PPAR AT US

Ms Chowdhury Bhattacharjee amp Co Chartered Accountants 478 Indira Road Ground Floor Dhaka

Compliance Auditors

STxL Annual Report 2018-20198

Operational Head

Mr Md Alamgir Hossain Head of Operations Mr Anjan Kumar Paul Head of HR amp Admin Mr Suresh Chandra Bala Head of Plant Mr Md Abdur Rahman Head of Engineering Mr Avijit Kumar Biswas Head of Procurement Mr Mozibur Rahman Head of Internal Audit and Compliance Mr Md Shahid Raihan Head of Quality Assurance Mr Shah Mohammad Faisal Head of Sales amp Marketing

Bankers

Standard Chartered Bank HSBC Ltd Prime Bank Ltd Bank Alfalah Ltd The City Bank Ltd Commercial Bank of Ceylon PLC

Insurers

Pioneer Insurance Co Ltd Pragati Insurance Co Ltd

CORPORAT E IN FORMATI O N

Listing

Dhaka Stock Exchange Ltd Chittagong Stock Exchange Ltd

Subsidiary Company

Square Texcom Ltd

Registered Office

Square Centre 48 Mohakhali CA Dhaka 1212 Bangladesh

Factory

1 Sardaganj Kashimpur Gazipur Bangladesh

2 Olipur Hobigonj Bangladesh

Phone Email amp Web

880-2-8833047-56 880-2-9859007

cssquaregroupcom textilesquaregroupcom

Mr Rokanuddin Mahmud Bar-at-Law Walsow Tower 21-23 Kazi Nazrul Islam Avenue Dhaka

Legal Advisor

Ms Nazia Kabir Bar-at-Law Concord Ovilash 1st floor House-62 Road-11A Dhanmondi Dhaka

Square Text i les Ltd

STxLAnnual Report 2018-2019 9

STxL Annual Report 2018-201910

C O R P O R A T E S U S T A I N A B I L I T Y

At Square Textiles Ltd ldquoCorporate Sustainabilityrdquo is embedded within the principles and values of the company Through successful ldquotriple bottom linerdquo performance focusing on social environmental and financial factors the company is able to generate increased earnings reduce material usage energy expenditures and wastes and increase social contribution The focus on Sustainability has contributed to long-term success for the company over the years

State of the art Facility

We focus on continuous efforts to introduce innovative means of production that allows for optimum utilization of materials and energy Our state of the art production facility is equipped with upgraded technologies and machineries that are energy efficient as well environmental friendly In 2018 we have introduced PCW plant (fabric crushing) We are the pioneer in introducing this technology in Bangladesh

Ready Recycling Facility

The manufacturing facility is fitted to contain dust and waste discharge to the environment On a daily basis 4 (four) out of 6 (six) tons of waste materials on average are recycled Hard wastes are crushed and reused as raw materials in production Our PCW plant processes garment wastages into fibers There are no chemical applications in our manufacturing process and hence there are no environmental damage as a result of any spillovers or emissions of harmful gas

Minimizing Occupational Hazards

We follow stringent safety measures and regularly monitor and review occupational health and safety procedures We ensure that our factory workers always follow the safety protocols necessary to ensure a hazard free working environment and uninterrupted operations In regards to such health and safety issue proper training and awareness are provided to all production employees

Creating Product Diversity

We believe in ldquoProduct Diversityrdquo as a means of economic sustainability The company has about 40 percent product diversification within our total product port-folio

This Product Diversity has led to enhancement of the companyrsquos brand image increased profit-ability and risk mitigation

Overall our emphasis on Corporate Sustain-ability has led us to create a blend of strate-gies where financial amp non-financial aspects are perfectly integrated within the good governance and mana-gement practices of the company as well as engage all stakeholders in an open platform where financial social and environmental issues are shared and communicated All these have translated to positive outcomes that is beneficial to all parties within the value chain

S q u a r e T e x

STxLAnnual Report 2018-2019 11

M ES S AG E F R O M T H E C H A I R M A N

Dear Shareholders Colleagues Ladies and Gentleman

I deem it a great pleasure to welcome you all on behalf of the Board of Directors to this 24th AGM and thank you for taking troubles to attend the Meeting I hope you all have received your copies of the Annual Report for the year ended 30 June 2019 and studied with interest for providing us your valuable commentssuggestions for our future guidance

While on the subject I would recall the mechanism which was adopted by our Late Founder Chairman after legalprofessional struggles with the then Securities and Exchange Commission for offering a part of Shareholdings of Square Pharmaceuticals Ltd in Square Textiles Ltd as free ldquoSpecie Dividendrdquo Without this outstanding mechanism Square Textiles Ltd would not have the opportunity of getting listed as a Public Limited Company As I understand no such company has succeeded to adopt this mechanism for the benefit of the Shareholders and the Capital Market

As you will examine the Annual Reports amp the Financial Statements you will note with satisfaction that the Companyrsquos operations during 2018-2019 had increased with satisfactory outcome despite various fiscal financial odds prevailing in the industrial countries involving International Trade We hope as the global situation stabilizes our operations and exports would seize the niche opportunities by expanding export destinations in new areas of the Government of Bangladesh offers appropriate incentives in due course of time We await and hope our Textile Products will lead us in the World Market in not too a distant time

With best wishes for all

Tapan Chowdhury Chairman

STxL Annual Report 2018-201912

CORPORA T E A CHI EVEM ENT S qua r e Te x t i l e s L t d

2008 Awarded Cotton made in Africa (CmiA) Certificate

2009 Awarded USTERIZED Certificate

2010 Received HSBC Export Excellence Award

2011 Authorized Capital BDT 3000 million

2015 Won ICSB National Award Gold for Corporate Governance Excellence

2007 Awarded Global Organic Textiles

Standard (GOTS) Certificate

2003 Awarded SUPIMA

license

2002 Listing with

Dhaka Stock Exchange Ltd Chittagong Stock Exchange Ltd

Awarded CottonUSA

Certificate

1994 Year of Establishment

(Incorporated as a Public Limited Company)

1997 Year of Operation

2000 Awarded Oeko-Tex

Standard 100 Certificate

Awarded ISO-90012008 Certificate

2012

Awarded AA rating in the long term and ST-2 in short term by CRISL

2017 Awarded as Best Taxpayer Textiles Sector Awarded AA rating in the long term and ST-1 in short term by CRISL

2018 Won Export Trophy Gold

Dear Respected Shareholders Ladies and Gentleman I am pleased to welcome you to the 24th AGM on behalf of the Board of Directors of the Company and present herewith the Annual Report along with Audited Statutory and Regulatory Reports pertaining to the Financial Year 2018-19 and seek your commentssuggestions for our future guidance

As you review the operating performance you will note that the Companyrsquos Turnover Gross Profit Net Profit (AT) etc shows remarkable growth over the previous year This had been possible due to operation of new project at Habiganj merger of Square Yarns Ltd as well as wiser inventory management reduction in process cost reduction of wastages disciplinary labour management etc A reduced rate of increase in Administrative expenses also have had an increasing effect on profit from operations

However due to increase in Finance Cost by about 195 times the rate of increase in Net Profit (BT) increased by a lower rate The Bank Borrowing had increased due financing of expansion program of the company which would when in full production be paid-off from increased earnings

I hope the Shareholders and Stakeholders will continue to have their trust in the Board of Directors Management in the future as was in the past and encourage us to improve our results

With best wishes

Samuel S Chowdhury Managing Director

REPORT FROM THE MANAGING DIRECTOR

STxLAnnual Report 2018-2019 13

Figures in lsquo000

CORPORATE OPERATIONAL RESULTS

Particulars 2018-19 2017-18 2016-17 2015-16 2014

Turnover (Net) 8896244 6367125 5020425 4998758 5115828

Gross Profit 951351 671530 525634 787050 868716

Net Profit (Before Tax) 435911 348045 297592 573967 644992

Net Profit (After Tax) 346462 290914 252494

486236 541191

Shareholdersrsquo Equity 7224422 5386034 5452946 5607074 5158723

Total Assets 12954548 9425480 7511325 6695189 6265137

Total Current Assets 6396837 4430793 3618295 3547893 3903436

Total Current Liabilities 5494425 3910867 1948729 965544 993110

Current Ratio 116 113 186 367 393 Shares Outstanding 197252000 187859048 178913379 162648527 147862298

Face Value per Share 1000 1000 1000 1000 1000

Dividend (Cash) 20 20 20 25 20

Dividend (Stock) - 5 5 10 10

Net Asset Value Per Share (NAV) 3663 2731 2764 2843 2615 Net Operating Cash Flow per Share -348 -148 070 331 422

EPS-Earning per Share (STxL) 176 147 128 247 274 EPS-Earning per Share (Consolidated) 218 232 209 376 408 EPS on Share Issued for Cash 1375 1155 1002 1930 2148 Quoted Price per Share - DSE 4570 5070 6770 7080 9100

Quoted Price per Share - CSE 4580 5120

6840 7170 9090

Price Earnings Ratio-DSE (Time) 2597 3271 4801 2602 2486

Price Earnings Ratio-CSE (Time) 2602 3303 4851 2636 2484

Market Capitalization-DSE (in billion) 901 952 1211 1151 1345

Market Capitalization-CSE (in billion) 903 962 1223 1166 1344 Shareholders 2018-19 2017-18 2016-17 2015-16 2014

SponsorsDirectors 7 7 8 8 9

Financial amp other Institution 238 219 229 226 225

Foreign Investors 5 7 11 13 12

General Public 17194 17708 18626 20931 26155

Total - 17444 17941 18874 21178 26401

Employees 2018-19 2017-18 2016-17 2015-16 2014

Executives 178 162 145 138 179

Non Executives 130 117 71 67 264

Workers 3657 2152 2211 1893 1649

Total - 3965 2431 2427 2098 2092

Standalone

34436098

STxL Annual Report 2018-201914

Corporate Governance is a discipline by which a company is controlled and directed Governance is the path to identify and ensure the ethics rights and responsibilities among different participants in the Company Good Corporate Governance is key to its successful sustenance Our Corporate Governance is as follows

Board of Di rectors

In line with the concept of good corporate management practice and the provisions of Articles of Association The Board of Directors The Top Management tier is responsible for overall control and supervision of the entire affairs of the Company primarily through strategic planning amp budgetary control mechanisms To this end The Board of Directors hold periodic meetings to resolve issues of policies and strategies recording the minutes decisions for implementation by the Executive Management During the year under review the board held 8 (eight) meetings to transact various agenda

The present members of the Board of Directors are as follows

Mr Tapan Chowdhury - Chairman Mrs Ratna Patra - Vice Chairman Mr Samuel S Chowdhury - Managing Director Mrs Anita Chowdhury - Director Mr Anjan Chowdhury - Director Mrs Nihad Kabir - Independent Director Mr SM Rezaur Rahman - Independent Director

The Board of Directors is reconstituted every year by the shareholders through retirement re-election election of one- third of its members

Members of the Board of Directors often travel abroad to bring into focus the Companys image and acquire technological gains

Top Management inauguratesparticipates in seminars training courses conferences and various cultural activities of the employees and workers which instill in them a sense of belongingness Separate Role of the Chairman and Managing Director

The positions of Chairman and Managing Director are held separate persons

Mr Tapan Chowdhury is the Chairman of the Company and responsible for the functions of the Board while Mr Samuel S Chowdhury is the Managing Director serves as the Chief Executive Officer of the Company

Independent Director

In compliance of the BSEC Regulations on Good Governance the Board of Directors as empowered by the Regulations appointed ① Mrs Nihad Kabir Barrister-at-Law is an Advocate of Supreme Court of Bangladesh legal advisor of several leading national multinational and foreign organizations and senior partner of the Syed Ishtiaq Ahmed amp Associates a firm of legal consultants and practitioners in Bangladesh and ② Mr S M Rezaur Rahman capital market consultant and Director of United Corporate Advisory Services Ltd a firm of financial amp investment advisory and post issue management of initial public offer of securities amp other related jobs in Bangladesh as the non-shareholding Independent Director of Square Textiles

with an expectation that their expertise would help contribute to the further disclosure and protect the interest of the stakeholders investors in general and smaller investors in particular

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 15

STxL Annual Report 2018-201916

Role amp Responsibi l i t ies of the Board of Di rectors

The main role of the Board of Directors which is the highest level of authority is to provide general superintendence oversee the operations and control the affairs of the company through appropriate delegation and accountability processes via the lines of command

However the Board of Directors hold the ultimate responsibility amp accountability with due diligence for conducting the activities of the company as per provisions of law in the interest of the shareholders the stake- holders the state and the society

The Board of Directors in fulfillment of its responsibility hold periodic meetings at least once a quarter and provide appropriate decisionsdirections to the Executive Management Such meetings usually consider operational performance financial results review of budgets capital expenditure proposals for BMRE or new projectsdivisionsproduct lines procure-ment of funds by issue of shares or borrowing procurement of raw materials plant amp machinery pricing of products discounts recruitment training and promotion of officers approval of annual financial statement appropriation of profit and recommendation of dividends and other interest of the stakeholders including the employees and workers

The Board of Directors take special care in designing and articulating productivity and compensation plans of employees and workers and rewarding them appropriately on the basis of quality and quantity of performance as an incentive

The Board also remains responsible for removal of operational hazards to life and health of workers friendly environmental work condition and social relationship as demanded of good citizen in a country Chief F inancia l Off icer Company Secretary and Head of Internal Audit and Compliance The Company has appointed Mr M Habibur Rahman FCMA as Chief Financial Officer Mr Sanjib Baran Roy ACS as Company Secretary and Mr Mozibur Rahman FCA as Head of Internal Audit and Compliance as per require-ment of Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission

Audit Committee of Board

The Board of Directors has constituted an Audit Committee of the Board consisting of three Non-Executive Directors namely Mrs Nihad Kabir Independent Director Mrs Ratna Patra Vice Chairman and Anjan Chowdhury Director The Independent Director is the Chairman of the Committee

The Audit Committee carries out its responsibilities as per the provisions of law and submits its report to the Board of Directors from time to time The Audit Committee shall also co-ordinate with the internal and external auditors as and when required The Audit Committee ensures that adequate internal checks amp balances supported by adequate MIS are in place for detection of errors frauds and other deficiencies

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 17

The other responsibilities include inter alia not being limited to the prevention of conflict of interest between the company and its Directors officials customers suppliers government and any other interest groups and detect or remove any scope of insider trading in the companys stock The Audit Committee also ensures compliance of requirements of BSEC and other agencies

Nomination and Remunerat ion Committee of Board

The Board of Directors formed a Nomination and Remuneration Committee of the Board comprising of three Non-Executive Directors namely Mrs Nihad Kabir Independent Director Mrs Ratna Patra Vice Chairman and Anjan Chowdhury Director

The Independent Director is the Chairman of the Committee

The terms of reference of the Nomination amp Remuneration Committee inter alia include to determine the Companyrsquos policy on specific remuneration packages for executive directors to review recommend andor approve remuneration to whole-time Directors to review and approve the Remuneration Policy of the Company to formulate criteria for evaluation of Independent Directors and the Board to devise a policy on Board Diversity to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board the appointment or removal of such persons and to discharge such other functions and exercise such other powers as may be delegated directed by the Board of Directors from time to time

Executive Management

The Managing Director the CEO is the head of the Executive Management Team which comprises senior executive members of the Company Within the limits of delegated authority and responsibility by the Board of Directors Executive Management operates through further delegation of authority at every echelon of the line management

The Executive Management operates within the frame work of policy amp Planning strategies set by the Top Management with periodic performance reporting for guidance The Executive Management is responsible for preparation of segment planssub-segment plans for every profit centers with budgetary targets for every items of goods amp services and are held accountable for deficiencies with appreciation for outstanding and exceptional performances These operations are continuously carried out by the Executive Management through series of Committees Sub-Committees Adhoc Committees amp Standing Committees assisting the line management

Legal Advisers

In order to avail the best legal services for Good Corporate Governance the company has empaneled top ranking legal professionals namely Mr Rokonuddin Mahmud Bar-at-Law and Ms Nazia Kabir Bar-at-Law They have had long term fundamental support to the companys Good Governance efforts

Shareholdersrsquo Relat ionship

Corporate Governance issues include how major policy decisions are made in business corporations how various stakeholders can influence the process who is held accountable for performance and what performance

CORPORATE GOVERNANCE

standards are applied In a nutshell power and influence are crucial in corporate governance As shareholders belong to the most important stakeholders ownership structure has an impact on the balance of power among shareholders Though sponsors usually hold majority shares required for ordinary resolutions public shareholders have a definite role and influence in the passing of special resolutions required for changes in the business object sale of businessproductive assets merger and amalgamation winding up or dissolution and amendments to Memorandum and Articles of Association for protection of minority interest up to 499 of the shareholdings

The position of shareholders as on 30th June 2019 indicates that the sponsors of the company do not hold the required shareholdings (75) for passing special resolutions This allows the public shareholders (individuals amp institutions) to play an effective role in protecting their legal corporate rights

The Company holds regularly as per law the Annual General Meeting (Shareholders Meeting) with adequate Notice and Disclosures in the Directors Report and the Auditors Report on AccountsNotes and Resolutions are passed with consensus and unanimity All reasonable and practicable suggestions are implemented with good grace

All enquiries are attended by the Company Secretary where necessary Internal Audit

Committee investigates matters of signifi-cant merit for consideration by the Management CommitteeManaging DirectorAudit Committee of BoardBoard of Directors as the case may be

The Shareholders as owners are provided with material information on the Companys operation quarterly and annually They are also provided routine services by the Company Secretary in any company matters which is permissible The Board is however responsible to the Shareholders as well as investors for publication of price sensitive information as per regulations of Bangladesh Securities and Exchange Commission A qualified Chartered Secretary is in charge for all these responsibilities as Company Secretary The Company has also a web site to provide permissible information noticesprice sensitive informationfinancial reportsdisclosures and others for the Shareholders and interested investors

Financia l Auditors

The role of the financial auditors in certification of the financial statement is the most significant aspect of Corporate Governance and protection of interest of the investors As evident from the Annual Reports the company rigidly follows the Companies Act Rules of Bangladesh Securities and Exchange Commission listing regulation code of International Financial Reporting Standards (IFRS) International Accounting Standards (IAS) and International Standard of Auditing (ISA) with legally required disclosures of Accounts and Financial Statements

CORPORATE GOVERNANCE

STxL Annual Report 2018-201918

All this has been possible due to the high level capability and integrity of Ms Ahmed Zaker amp Co Chartered Accountants whose unchallenging performance has played a very trustworthy role in the protection of interest of the investors

Compl iance Auditors

The compliance auditors is responsible in certification on compliance of conditions of Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission as well as the provisions of relevant Bangladesh Secretarial Standards of Institute of Chartered Secretaries of Bangladesh Ms Chowdhury Bhattacharjee amp Co Chartered Accountants is the compliance auditors of Square Textiles Ltd appointed by its shareholders in general meeting

D ividend Pol icy

The Management is committed to show a stable policy of distribution of dividend of the accretional wealth (profits) between the current and the future generation of shareholders This would enable the company to enhance its capital wealth and sustain for perpetuity of existence benefiting both the present cohorts and the progeny

Segment Report

The companys operations are carried out on an aggregate basis and are managed as a single operating segment Accordingly the company operates in one segment of developing manufacturing and marketing of cottonyarn for human as well as industrial use

Risk Perception

The Company Management perceives investment risk within the national and international economic perspectives in relation to legal and moral requirements involving inter alia intellectual property right scientific invention WTO Regulation MFA etc and monetary and fiscal investment policies and has prepared its production amp marketing strategies to meet the challenges from these risks

Secretar ia l Standard

Square try their best maintaining of the Secretarial Standard on meetings of the Board of Directors Members (shareholders) Minutes and Dividend issued by the Institute of Chartered Secretaries of Bangladesh

Compl iances

Square has an established procedures to ensure compliance with all applicable statutory and regulatory requirements Respective officers are responsible for ensuring proper compliance with applicable laws and regulations

296

407357 375 394

2014 2015-16 2016-17 2017-18 2018-19

Dividend Payout (Cash) (in million)

18 months

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 19

STATEMENT OF VALUE ADDED For the year ended 30 June 2019

2018-2019

2017-2018

Source of Fund Net Turnover Less Bought in Materials amp Services Add Other Income

8896244091

(7284834794) 14014592

6367124698

(5158927862) 7350278

Value Added 1625423889 1215547114

Applied in the following Ways

Employees Salaries Wages Gratuity and Other benefits Contribution to workers profit participation amp welfare fund

826114579

804319048 21795531

612613848

595211619 17402229

Government Corporate Tax Other Government Dues

66948261

43637491 23310770

71950230

57130653 14819577

Provider of Capital

Dividend

394504000 394504000

469647616 469647616

Retained by the Company

Depreciation Retain Earning

337857049

385899069 (48042020)

61335420

240069108 (178733688)

1625423889 1215547114

6134

46965

7195

61261

33786

39450

6695

82611

2 0 18-19 2 0 17-18

Em pl oye e s

G ove r nme nt

P r ov i de r of Ca p i t a l

Re t a i ne d b y t he C ompa ny

Sq

ua

re

Te

x

GRAPHICAL VIEW

Standalone

In terms of provisions of Section 184 of the Companies Act 1994 Rule 12 (and the schedule there under) of the Bangladesh Securities and Exchange Rules 1987 BSEC Notification on CGC dated 3rd June 2018 and IASndash1 (International Accounting Standardsndash1) codes as adopted by The Institute of Chartered Accountants of Bangladesh (ICAB) it is the pleasure of the Board of Directors to submit its Report to the Members of the Company for the year ended 30 June 2019 in the following paragraphs TEXTILES SECTOR

The Textile and Clothing Sector is the largest manufacturing industry in Bangladesh and plays a significant role in the growth of economy contributes more than 13 in GDP 40 industrial value addition comes from the textile sector generation of about 55 lac of the countryrsquos industrial employment where 80 are female 150 lakh of peoples in support industries depend on this trade and over 86 of the export earnings Spinning Sector is a significant part as backward linkage of textile and clothing value chain to stabilize supply chain and control the major costs The products of the spinning are cotton yarn polyester synthetic yarn woolen yarn and blended yarn mixed of cotton with polyester of different counts Yarns are being used by the weaving sub-sectors like specialized textiles handlooms and knitting and hosiery

Total demand of yarns in Bangladesh around 141 million ton where the local production meet up around 112 million ton In addition almost 85 of cotton yarns and 50 demand for synthetic and blended yarn of export-oriented fabric producing mills are being met by the private sector spinning mills

FINANCIAL PERFORMANCE

The Company reported growth in Revenue of 3972 during the year 2018-2019 due to operation of new project at Habiganj merger of Square Yarns Ltd At Standalone level the Revenue from operations stood at BDT 889624 million compared with BDT 636713 million in the Previous Year The Operating Profit stood at BDT 69785 million as against BDT 44419 million in the Previous Year an increase by 5711 The Net Profit increased by 1909 stood at BDT 34646 million against BDT 29091 million reported in the previous year

The Consolidated Revenue from operations for FY 2018-2019 was BDT 1056204 million as against BDT 941187 million in the Previous Year registering a growth of 1222 The Profit from Operation was 84218 million as against BDT 67226 million in the Previous Year and Net Profit for the year stood at BDT 42902 million against BDT 45706 million reported in the previous year

The Consolidated Profit from Operation increased by 2528 but the Net Profit declined by 613 during 2018-2019 due to increase in a) Worker Wages and Salary as a revision took place in the wages structure as per Labour Law and b) Finance Cost against new investment for expansion

DIRECTORSrsquo REPORT to the Members for the year ended 30 June 2019

Operating Income

69785

5711 Tk In million

44419

2018-19

2017-18

STxLAnnual Report 2018-2019 21

COMPANYrsquoS OPERATIONS

Square Textiles has over 22 years of experience and competency in yarn spinning arena The industry is one of the largest producers of knitting amp weaving yarns in Bangladesh Today it has one of the most sophisticated vertically integrated set-ups by which Square Textiles are producing around 110 ton of yarns every day Square Textiles focus on more sustainable and eco-friendly products namely Organic BCI Tencel Re-cycle (cotton and Polyester) etc We are developing more value added product ie Galaxy Flutter Lurex Mozaik Neppy Snow Siro etc that are more fashion trendy and higher valued export earner Square Textiles are recognized by our valued customers through quality products with committed services CapacityProduction

During the last few years Square Textiles are facing huge power crisis ie scarcity of gas supply and competition in the domestic and international market To cope with the situation Square Textiles have arranged alternative fuel generated power and adopted multiple product mix to attain high margin benefit as an alternative production technique Hence Square Textiles have restated the production capacity installation criterion and actual production quantity to make them (The production data) equivalent amp comparable

The production efficiency increased during the year 2018-19 to 9670 from 9626 than that of efficiency of 2017-2018

lsquo

The total installed production capacity (at average 30s Ring and 14s OE counts) as on June 30 2019 was as follows

SpindlesRotors In Nos 2018-19 2017-18

Installation

Spindle Installed 122976 81648

Rotor head Installed 3960 3960

Vortex head Installed 2784 672

Operation

Spindle Operated 122976 81648

Rotor head Operated 3960 3960

Vortex head Operated 2784 672

Product Capacity Installed in Kg

2018-19 2017-18 Equivalent to-

30s Count (Ring Yarn) 18171216 9944673

14s Count (OE Yarn) 9042222 10043927

30s Count (Vortex Yarn) 7927500 2450000

Total - 35140938 22438600

Actual Production in Kg 2018-19 2017-18

Actual Production 33622604 22925478

Equivalent to-

30s Count (Ring Yarn) 17617160 9400675

14s Count (OE Yarn) 8722390 9810863

30s Count (Vortex Yarn) 7642423 2388957

Total - 33981973 21600495

Production Efficiency in

2018-19 2017-18

Equivalent to-

30s Count (Ring Yarn) 9695 9453

14s Count (OE Yarn) 9646 9768

30s Count (Vortex Yarn) 9640 9751

Total (Average) - 9670 9626

D I R E C T O R S rsquo R E P O R T

STxL Annual Report 2018-201922

Cost of Production

The cost of production has varied during the past years primarily due to wide fluctuations in the price of raw cotton packing materials fuel amp power and spare parts which were beyond the control of the Management

The level of costs and their incidences are given below

in Kg 2018-19 2017-18

Output of Yarn 33623 22925 Cost of Major Items in Tk lsquo000

2018-19 2017-18

Raw Material Consumed

6040169 4139044

Packing Materials 85725 60165

FuelPower etc 592512 610729

Spare Parts 161055 150006

Other Overhead 1137374 771737

Total Cost - 8016835 5731681 Unit CostKg in Tk

2018-19 2017-18

Raw Material 17964 18055

Packing Materials 255 262

FuelPower etc 1762 2664

Spare Parts 479 654

Other Overhead 3383 3366

Total Unit Cost- 23843 25001 Raw Material Cost of Total Cost- 7534 7222

The above figure reveals that though the raw material cost per unit decreased by 050 packing materials cost decreased by 267 Fuel Power cost decreased by 3386 Spare Parts cost decreased by 2676 and other overheads increased by 051 which lead to total unit cost decreased by 463 in 2018-19 over 2017-18

The production was increased by 4565 in volume over last year

During the year under review the price of raw cotton in the international market was stable MARKETING OPERATIONS Market Exposure

The marketing operations of the Company continued its emphasis on export sales over the years which are depicted below

Quantity Sold (Kg) in lsquo000

2018-19 2017-18

Export Sales 33609 22755

Total - 33609 22755 Sales Revenue (Tk) in lsquo000

2018-19 2017-18

Export Sales 8896244 6367125

Total - 8896244 6367125 The market exposure saying that there was no local sales revenue for the period under review The export (overall) sales quantity increased by 4770 and Sales Revenue increased by 3972 in 2018-19 over 2017-18 Be noted that Square Yarns Ltd (subsidiary of Square Textiles) has merged with Square Textiles Ltd from January 01 2019 Unit Selling Prices Attained The Selling Prices (TakaKg) over the years varied as shown below

2018-19 2017-18

Export Sales 26470 27981

Total - 26470 27981 The Export Selling Prices in the year of 2018-19 over 2017-18 decreased by 540 due to decline the export demand and fallen the price of cotton yarn in the international market The price of yarn has also fallen due to the trained trade relationship between the US and China

D I R E C T O R S rsquo R E P O R T

STxLAnnual Report 2018-2019 23

STxL Annual Report 2018-201924

INDUSTRY OUTLOOK

In the wake of changing world demand structure Bangladesh is on the track of progressive higher demand for garments of mind to higher quality brands due to fiscal war between the large economics such as USA China EU etc The sector offers great scope of expansion and double the foreign exchange earnings provided Government becomes alert and provide necessary fiscal and monetary support incentives to Local strategic investors RISK amp CONCERN

Absence of long range planning inadequate strategic investment policies variable uncertain fiscal amp monetary policies disorderly employment crises Buyersrsquo dominance international trade barriers internal law and order situation especially in transport sector and lack of appropriate infrastructure etc offer risk of business and investment

CAPITAL EXPENDITURES

Square Textiles made an additional net capital expenditure of Tk 142358 million in order to upgrade production facilities and increase the production capacity during year 2018-2019 as follows

in lsquo000 2018-19 2017-18

LandCivil Construction - 78954

Plan amp Machinery 1277574

761860

Other Fixed Assets 146010 500913

Total - 1423584

1341727

The above investments had enabled the company to sustain the rate of production efficiency at the reasonable level over the years The entire amount has been invested out of its internal generation of fund and bank borrowing

INVESTMENT IN SUBSIDIARIES Square Textiles has invested Tk 95000000 as equity (9948) in the capital of Square Yarns Limited which has merged with Square Textiles on 01 January 2019

Square Textiles has also invested Tk 65783760 as equity (95) in the capital of Square Texcom Limited and has also deposited Tk 423550119 as share money deposit

As per provision of the Company Act 1994 Square Texcom Limited is subsidiary of Square Textiles Limited and as such Directors Report along with Auditors Report amp Audited Financial Statement have been included as part of this report

FOREIGN EXCHANGE EARNEDSAVED Square Tex has contributing substantial amount to the Foreign Exchange Reserve of the Country During the year Tk 6864 million has earnedsaved and contributed through its export marketing operation which is depicted below

in lsquo000 2018-19 2017-18 Total Export Earning 8164635 5711889

Less Import Costs

Raw Cotton 6824907 4228368 Spare Parts 219770 126773 Misc (with BMRE) 1051317 1131055

Net Export Earnings 68641 225693

D I R E C T O R S rsquo R E P O R T

Net Profit (After Tax)

Income

34646

1909 Tk In million

29091

2018-19

2017-18

Standalone

D I R E C T O R S rsquo R E P O R T

STxLAnnual Report 2018-2019 25

FINANCIAL RESULTS The Companyrsquos operating financial results as compared to the previous year are summarized hereunder

in lsquo000 Particulars 2018-19 2017-18 in Turnover 8896244 6367125 3972 Cost of Goods Sold 7944893 5695595 3949 Gross Profit 951351 671530 4167 Administrative Expenses 241150 221509 887 Selling amp Dist Expenses

12352 5834 11172 Operating Income 697849 444187 5711 Finance Cost 254158 86090 19522 Other Income 14015 7350 9067 Net profit before WPPF 457706 365447 2525 Contribution WPPF 21796 17402 2525 Net profit (Before Tax) 435911 348045 2525 Provision for Income Tax 35861 38201 613 Provision for Deferred Tax 53588 18930 18309 Net Profit (After Tax) 346462 290914 1909 Gross Profit Margin 1069 1055 133 Net Profit Margin (AT) 389 457 1488 EPS (Earning Per Share) 176 147 1973

The Turnover Gross Profit and Net Profit (After Tax) increased by 3972 4167 and 1909 respectively during the year of 2018-19 in comparison to previous year due to operation of new project at Habiganj merger of Square Yarns Ltd incline of USDTaka conversion rate and impact of product mix resulting in increase in Earning Per Share (EPS) by the same level

Gross Profit Margin increased by 133 and Net Profit Margin decreased by 1488 due to increase in operating amp finance cost in the year under review

The Cost of Goods Sold has increased during the year of reporting due to increase in cost of raw materials fuelpower and factory overheads which were beyond the control of the Management

The Cost of Goods Sold per unit has declined by 556 in the current Year over previous year due to changes in cost of raw materials consumed packing cost Power Cost and Spare Cost in the reporting Year than previous year

The Company however earned an extra 9067 non-operating income (stated in Note No 25 of standalone accounts) during the year 2018-2019 against last year due to increase of conversion rate of foreign currency (USD) as fluctuation gain CONTRIBUTION TO NATIONAL EXCHEQUER Square Tex contributed an amount of Tk 6694 million during the year of 2018-2019 to the National Exchequer

EXTRA-ORDINARY ACTIVITIES

The Company did not undertake or continue any extra-ordinary activities and did not suffer or gain any loss or gain from such activities

RELATED PARTY TRANSACTION

The Company had undertaken several related party transaction detail of which are given in Note No 39 of the standalone Accounts

MINORITY INTERESTS

In compliance with Condition No 1(5) (xvi) of the Corporate Governance Code 2018 of BSEC the Board hereby confirms that the interests of the minority shareholders have been duly protected in the Company

APPROPRIATION OF PROFIT

The Board of Directors recommended the appropriation of the net profit earned for the year ended June 30 2019 in the following manner

in Taka a) Fund available for

appropriation including profit for the year 2018-19

5251902027

b) Recommended for Cash Dividend 20 394504000

c) Net General Reserve amp Surplus 4857398027

ELECTION OF DIRECTORS Mrs Anita Chowdhury and Mr Tapan Chowdhury Directors of the Company retires as per article 125 amp 126 of Articles of Associa-tion and being eligible offer themselves for re-election Brief resume and other information of the above mentioned Directors are depicted in Annexure-lll

The Board of Directors has appointed Mr S M Rezaur Rahman as an Independent Director for the in its meeting dated 1st August 2019 Brief resume and other information of the above mentioned director is depicted in Annexure-lll

APPOINTMENT OF STATUTORY AUDITORS The existing Statutory Auditors of the Company Ms Ahmed Zaker amp Co Chartered Accountant retires at this 24th Annual General Meeting on completion of consecutive 3 (three) years

They are not eligible for reappointment as per Order of Bangladesh Securities and Exchange Commission

Ms KM Hasan amp Co Chartered Accountant expresses their interest to be appointed as Auditors of the Company for the year 2019-2020 The Board of Directors has recomme-nded their appointment

APPOINTMENT OF COMPLIANCE AUDITORS Ms Chowdhury Bhattacharjee amp Co Chartered Accountant retires at this Annual General Meeting and being eligible offered themselves for re-appointed as Compliance Auditor of the Company for the year 2019-2020

Dividend Payout (Cash)

39450

500 Tk In million

37572

2018-19

2017-18

D I R E C T O R S rsquo R E P O R T

STxL Annual Report 2018-201926

APPOINTMENT OF INDEPENDENTDIRECTOR

D I R E C T O R S rsquo R E P O R T COSOLIDATION OF ACCOUNTS

In terms of BSEC Regulations the company has consolidated the Accounts following the codes of International Accounting Standard - 28 amp IFRS-10 reflecting shareholders gross benefitsvalue of investments

A six months (July-Dec 2018) financial performance of Square Yarns Ltd which has been merged with Square Textiles Ltd considered in consolidation of Financial Statement of Square Textiles Ltd

Said Financial Statements are presented herewith in page

CORPORATE GOVERNANCE COMPLIANCE REPORT In accordance with the requirement of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission a statement in pursuance to Clause 1(5) Resume of the Directors who shall be reappointed Audit Committee Report as per clause 5(7) Certificate from the CEO and CFO to the Board UNDER CONDITION No 3(3) Certificate on Compliance of Conditions of Corporate Governance Code by the Compliance Auditors and Status of Compliance are depicted in the Annexure - I II III IV V and VI respectively

MANAGEMENT APPRECIATION The Board of Directors record with deep appreciation the performance of the management the officers staff and workers whose relentless effort helped to increase the productivity as well as the net profit despite the natural and unnatural adverse factors of production and marketing throughout the country and the world It is expected the employees and the management will continue to improve the results for the interest of shareholders whose unswerving trust in management has always been an inspiration to the Board of Directors The Directors humbly express its gratitude and acknowledge with keen interest the cooperation and unflinching support it has received from various agencies including Bangladesh Securities and Exchange Commission Stock Exchanges National Board of Revenue and other agencies of the public and the private sector We look forward to brighter future for all of us Tapan Chowdhury Chairman In the event of conflict between English text and Bangla

text of this report English text shall be prevailed

Foreigner 333

General Public 1362

Institutions 2122

SponsorDirectors 6183

THE

OW

NER

S

STxLAnnual Report 2018-2019 27

no 105

Pursuant to Condition No 1 (5) (xxv) of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission the Managementrsquos Discussion amp Analysis for the year ended 30 June 2019 are presented hereunder

Accounting Policies and Estimation for Preparation of Financial Statements

Square Textiles Ltd follows International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) along with prevailing local rules and regulations applicable for preparation of financial statements Detail description of accounting policies and estimation used for preparation of the financial statements of the Company are disclosed in the Notes No 2 and 3 to the standalone financial statements

Changes in Accounting Policies and Estimation

Square Tex has been following consistent policies and estimation and there is no such changes in accounting policies or estimation which has material impact on financial statements

Comparative Analysis of Financial and Operational Performance

The Directorsrsquo Report provides the analysis of financial performance and position during the year under review and also a detail comparison of financial performance and position as well as cash flows are presented as part of the financial statements including notes

However major areas of financial performance financial position as well as cash flows with immediate preceding five years including effects of inflation are depicted here in below

Figures Tk in lsquo000Particulars 2018-19 2017-18 2016-17 2015-16 2014 2013 Financial Performance Revenue 8896244 6367125 5020425 4998758 5115828 5238437 Gross Profit 951351 671530 525634 787050 868716 948720 Net Profit (Before Tax) 435911 348045 297592 573967 644992 696779 Net Profit (After Tax) 346462 290914 252494 486236 541192 587782 Financial Performance (Inflation Adjusted) Base Year Revenue 6730201 5064936 4224494 4435082 4807657 5238437 Gross Profit 719718 534190 442301 698300 816386 948720 Net Profit (Before Tax) 329776 276864 250412 509245 606139 696779 Net Profit (After Tax) 262106 231417 212464 431407

508591 587782 Financial Position Shares Outstanding 197252000 187859048 178913379 162648527 147862298 134420271 Shareholdersrsquo Equity 7224422 5386034 5452946 5607074 5158723 4886371 Total Assets 12954548 9425480 7511325 6695189 6265137 6358457 Total Liability 5730126 4039447 2058379 1088115 1106416 1472086 Current Assets 6396837 4430793 3618295 3547893 3903436 4163698 Current Liabilities 5494425 3910867 1948729 965544 993110 1363962 Financial Position (Inflation Adjusted) Base Year Shares Outstanding 149225404 149438583 150548699 144307771 138786108 134420271 Shareholdersrsquo Equity 5465431 4284496 4588443 4974803 4847968 4886371 Total Assets 9800396 7497804 6320490 5940219 5887733 6358457 Total Liability 4334964 3213309 1732046 965416 1039767 1472086 Current Assets 4839346 3524618 3044655 3147822 3668298 4163698 Current Liabilities 4156651 3111026 1639780 856666 933286 1363962

STxL Annual Report 2018-201928

MANAGEMENTrsquoS DISCUSSION amp ANALYSIS

Particulars 2018-19 2017-18 2016-17 2015-16 2014 2013 Cash Flow Net Cash Generated from Operating Operating Activities

(686379) (291474) 138081 652153 831462 690506 Net Cash Used in Investing Activities (1432871) (1341726) (913875) (884274) (332348) (528781) Net Cash Used in Financing Activities 1771675 1696880 498970 362874 (406231) (219733) Cash Flow (Inflation Adjusted) Base Year Net Cash Generated from Operating Activities

(519261) (231375) 116190 578614 781376 690506 Net Cash Used in Investing Activities (1083998) (1067320) (768991) (784592) (312328) (528781) Net Cash Used in Financing Activities 1340310 1349838 419864 321968 (381760) (219733) Financial Ratio Current Ratio 116 113 186 367 393 305 Debt to Equity 126 133 265 515 466 332 Gross Profit Margin (In ) 1069 1055 1047 1574 1698 1811 Net Profit Margin (In ) 389 457 503 973

1058 1122

Return on Equity (In ) 480 540 463 867 1049 1203 Return on Assets (In ) 267 309 336 726 864 924

Ordinary Shares Information Shares Outstanding 197252000 187859048 178913379 162648527 147862298 134420271 Face Value per Share 1000 1000 1000 1000 1000 1000 Dividend-Cash (In ) 20 20 20 25 20 20 Dividend-Stock (In ) 0 5 5 10 10 10 Dividend Payout (Cash+Stock) in lsquo000 394504 469648

447283 569270

443587

403261

Net Assets Value per Share 3663 2731 2764

2843 2615

2477 Net Operating Cash Flow per Share -348 -148 070 331 422 350

EPS-Earnings per Share (Standalone) 176 147 128 247 274 298 EPS-Earnings per Share (Consolidated) 218 232 209 376 408 424 EPS on Share Issued for Cash 1375 1155 1002 1930 2148 2333 Inflation Rate (In ) 552 578 544 592 641 Base Year

Inflation Rate Source Bangladesh Bureau of Statistics Comparison of Financial Performances with peer industry scenario A comparison of financial performances financial position as well as cash flows of 5 (five) spinning companies which are listed and in order of market capitalization as on 30 June 2018 are presented below

Figures Tk in lsquo000

Particulars Square Tex Saiham Tex Matin Spinning Aman Cotton Rahim Tex Financial Performance Revenue 6367125 2178120 4050914 1609936 995951 Gross Profit 671530 261738 608972 399139 157205 Net Profit (Before Tax) 348045 136110 355748 302961 61945 Net Profit (After Tax) 290914 109176 302605 257278 50781 Financial Position Shares Outstanding 187859048 90562500 97490000 80000000 78179200 Shareholdersrsquo Equity 5386034 2443445 4253199 3386614 319828 Total Assets 9425480 4964752 6722247 4628617 1591881 Total Liabilities 4039447 2521307 2469048 1242003 1272053 Current Assets 4430793 3032529 2488439 2854217 1006324 Current Liabilities 3910867 2268171 1906173 1100038 978488 Cash Flow Net Cash Generated from Operating Activities

(290861) 13306 549442 143942 88788 Net Cash Used in Investing Activities (1341726) 172528 (82089) 55092 (160576) Net Cash Used in Financing Activities 1696880 (186599) (717380) (120475) 144891 Market Capitalization (in 000) 9014416 4256438 3704620 3559417 3448485

Managementrsquos Discussion amp Analysis

STxLAnnual Report 2018-2019 29

Financial and Economic Scenario of Bangladesh and the Globe (in brief)

Bangladesh is the 41st largest in the world in nominal terms and 30th largest by purchasing power parity (PPP) it is classified among the Next Eleven emerging market middle income economies and frontier market GDP growth is accelerating gradually Along with the current FY2018-19 the GDP growth rate of the economy of Bangladesh surpassed the 7 percent mark for consecutive four times since FY2015-16 According to Estimated Bangladesh Bureau of Statistics (BBS) the GDP growth stood at 813 percent in FY2018-19 which was 786 percent in previous fiscal year High growth of manufacturing sector under broad industry sector has contributed significantly to achieve high GDP growth in this fiscal year

Per capita GNI (Gross National Income) and GDP (Gross National Product) stood at US$1909 and US$1827 respectively in FY2018-19 compared to US$1751 and US$1675 respectively in FY2017-18 On the basis of PPP (Purchasing Power Parity) calculated by UNDP the per capita GNI stood at US$3524 The real GDP growth for World economy stands at 33 (Source IMF)

Bangladesh registered the fastest growth rate in the Asia-Pacific economies comprised of 45 countries according to Asian Development Bank Bangladesh will continue to be the fastest growing economy in the Asia-Pacific the bank said in its Asian Development Outlook (ADO)

Public and private investment were important contributors to the high GDP growth rate in 2019 Real investments increased by 1388 Public investment to GDP ratio increased while private investment to GDP ratio decreased However Foreign Direct Investment (FDI) declined to USD 158 billion in FY 2018 from 165 billion in FY 2017 Bangladesh leaped up 7 places in the Global Competitiveness Index from 2017 but it ranked the lowest amongst its East and South Asian neighbors in Ease of Doing Business Ranking 2018 The countryrsquos Logistics

Performance Index has dropped over the last two years signaling a significant concern for local and foreign investors

One of the most densely populated economies in the world Bangladesh has continued making impressive strides in achieving social development goals for its 16555 million citizens The resilience of the countryrsquos economy is commendable However sound economic policy must be implemented to mitigate underperformance of the financial sector diversify exports and create better employment opportunities by increasing private investment It also require to mitigate the infrastructure bottlenecks insufficient power and gas supplies bureaucratic corruption political instability natural calamities and a lack of skilled workers

Risks and Concerns issues related to the financial statements

Square Tex has exposure to the Counterpart Risk Financial Risk Credit Risk Liquidity Risk and Market Risk arising from the financial statements The detail explanation of risk and concerns are explained in the Note 38 to the consolidated financial statements Square Tex having sufficient and effective measures controls to mitigate the risk and concerns

Future Plan or Projection or Forecast

The Management of Square Tex is very sincere in adoption of necessary feasible plans and strategy in respect of sustainability in its performances amp financial position and to continue the operations for foreseeable future

Managementrsquos Discussion amp Analysis

STxL Annual Report 2018-201930

The number of Board Meeting and the Attendance of Directors during the year 2018-2019 were as follows

Name of the Directors Position Meeting Held Attended Mr Tapan Chowdhury Chairman 8 8 Mrs Ratna Patra Vice Chairman 8 8 Mr Samuel S Chowdhury Managing Director 8 8 Mrs Anita Chowdhury Director 8 5 Mr Anjan Chowdhury Director 8 8 Mr Syed Afzal Hasan Uddin Independent Director 8 7 Mrs Nihad Kabir Independent Director 8 8

Mr S M Rezaur Rahman Independent Director 8 0 Tenure Expired on 8th May 2019 Appointed on 1st August 2019

The pattern of shareholding as on 30 June 2019 are as follows

Name of the Shareholders Status Shares held i ParentSubsidiaryAssociated

Companies and other related parties

- - -

ii Directors Chief Executive Officer Chief Financial Officer Company Secretary Head of Internal Audit and their Spouses and Minor Childrens

Mr Tapan Chowdhury Chairman 6588167 334 Mrs Ratna Patra Vice Chairman 4474493 227 Mr Samuel S Chowdhury Managing Director 6181939 313 Mrs Anita Chowdhury Director 5843083 296 Mr Anjan Chowdhury Director 5401909 274 Mrs Nihad Kabir Independent Director - - Mr S M Rezaur Rahman Independent Director - - Mr M Habibur Rahman Chief Financial Officer - - Mr Sanjib Baran Roy Company Secretary - - Mr Mozibur Rahman Head of Internal Audit amp Compl - -

iv Executives Mr Md Alamgir Hossain Head of Operations - - Mr Suresh Chadra Bala Head of Plant 525 00003 Mr Md Abdur Rahman Head of Engineering 3215 00016 Mr Avijit Kumar Biswas Head of Procurement - - Mr Md Shahid Raihan Head of Quality Assurance - -

v Shareholders Holding 10 or more voting interest in the company Square Pharmaceuticals Ltd Sponsor Shareholder 91436679 4636

The Financial Statement of the Company

present true and fair view of the Companyrsquos state of affairs result of its operation cash flows and changes in equity

Proper books of accounts as required by the prevailing law have been maintained

Appropriate accounting policies have been followed in formulating the financial statements and accounting estimates were reasonable and prudent

The financial statement was prepared in accordance with IAS or IFRS

The internal control system is sound in design and is effectively implemented and monitored

There is no significant doubt about the companyrsquos ability to continue as a going concern

There is no significant deviation from the operating result of the last year

Key operating and financial data of last five years have been presented in summarized form in page no 14

Remuneration of Directors including Independent Director have been shown in Note no 22 in the Notes of Account

Annexure I to the Directorsrsquo Report

THE DIRECTORS ALSO REPORT THAT

STxLAnnual Report 2018-2019 31

A UDIT COM MIT T EE R EPO RT For the year 2018-2019

Square Textiles Limited having an Audit Committee as a subcommittee of the Board of Directors in order to assist the Board of Directors in ensuring and fulfilling its oversight responsibilities The Audit Committee consists of the following persons

Mrs Nihad Kabir Independent Director - Chairman Mrs Ratna Patra Vice Chairman - Member Mr Anjan Chowdhury Director - Member Mr Sanjib Baran Roy Company Secretary - Secretary

The scope of Audit Committee was defined as under

(a) Review and recommend to the Board to approve the quarterly and annual financial statements prepared for statutory purpose

(b) Monitor and oversee choice of accounting policies and principles internal control risk management process auditing matter hiring and performance of external auditors

(c) Review statement of significant related party transactions submitted by the management

(d) Carry on a supervision role to safeguard the systems of governance and independence of statutory auditors and

(e) Review and consider the report of internal auditors and statutory auditors observations on internal control

Activities carried out during the year

The Committee reviewed the integrity of the quarterly and annual financial statement and recommended to the Board for consideration The Committee had overseen reviewed and approved the procedure and task of the internal audit financial report preparation and the external audit reports The Committee found adequate arrangement to present a true and fair view of the activities and the financial status of the company and didnrsquot find any material deviation discrepancies or any adverse findingobservation in the areas of reporting

Mrs Nihad Kabir Chairman Audit Committee Date 13th October 2019

Annexure II to the Directorsrsquo Report

STxLAnnual Report 2018-2019 33

D I R E C T O R S P R O F I L E

W ho ar e se ek i ng a ppointm ent

Re-appointment of Director

Mrs Anita Chowdhury is a Director of Square Textiles Ltd spouse of late Samson H Chowdhury Founder Chairman of the Company Mrs Chowdhury is associated with the business from its inception in 1994 She is also a shareholder of Square Pharmaceuticals Ltd (Listed Company) Mrs Anita Chowdhury is also Director in 3 other private limited company namely Astras Limited Square Holdings Limited and Square Air Limited under the Square Group Mr Tapan Chowdhury is a Director of Square Textiles Ltd from its inception in 1994 and appointed as Chairman in 2018 second son of late Samson H Chowdhury founder Chairman of the Company Science graduate from the University of Dhaka and has completed different advanced courses on Business Management in Europe Having a prosperous experience of more than 37 years in Pharmaceuticals Hospitals Textiles RMG IT Healthcare Toiletries Food amp Consumer Products Organic Tea Plantation Capital Market Operation amp Satellite TV Broadcasting

Mr Chowdhury also Sponsor Director in 30 other private limited company namely Square Hospitals Ltd Square Toiletries Ltd Square Fashions Ltd Square Denims Ltd Square Food amp Beverages Ltd Square Securities Management Ltd Square Air Ltd Astras Ltd Sabazpur Tea Company Ltd Maasranga Communications Ltd (Maasranga Television) under the Square Group

At present he is the Chairman of Bangladesh Herbal Products amp Manufactures Association and Koinonia President of United Baptist Church Trust Association Vice President of Baptist World Alliance and Asia Pacific Baptist Federation EC Member of International Chamber of Commerce and Kurmitola Golf Club

He was an Advisor (Minister) to the Caretaker Government of Bangladesh in 2007 Mr Chowdhury was also a Former President of The Metropolitan Chamber of Commerce and Industry (MCCI) Young Menrsquos Christian Association (YMCA) and Bangladesh Baptist Church Fellowship (BBCF)

Mr Tapan Chowdhury has been awarded several times as a highest individual taxpayer in the Country CIP (Commercially Important Person)

Appointment of Independent Director

Mr S M Rezaur Rahman Economics Graduate Dhaka University is a capital market consultant and Director of United Corporate Advisory Services Ltd a firm of financial amp investment advisory and post issue management of initial public offer of securities amp other related jobs in Bangladesh Mr Reza has a rich experience of more than 35 years in capital market issue and post issue management of initial public offering of securities and in the corporate arena Mr Reza was a partner in AAA Consultant amp Financial Advisors from 1994 to 2004 served as Managing Director of SofSys Computing amp Data Processing Ltd from 1994 to 2011

He was inducted as Nominated Director in the Board of Aramit Cement Limited and Aramit Limited for three years Mr Reza was also the Independent Director of CVO Petrochemical Refinery Ltd Aramit Cement Limited amp Aramit Limited and Chairman of the Audit Committee of Aramit Cement Limited and Aramit Limited

Annexure III to the Directorsrsquo Report

DECLARATION BY CEO AND CFO Under Condition 1(5)(xxvi) of CGC

The Board of Directors Date 13 October 2019 Square Textiles Ltd Square Centre 48 Mohakhali CA Dhaka Subject Declaration on Financial Statements for the year ended on 30th June 2019 Dear Sirs Pursuant to the condition No 1(5)(xxvi) imposed vide the Commissionrsquos Notification No BSEC CMRRCD2006 -158207Admin80 Dated 3 June 2018 under section 2CC of the Securities and Exchange Ordinance 1969 we do hereby declare that 1 The Financial Statements of Square Textiles Ltd for the year ended on 30th June 2019 have been

prepared in compliance with International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS) as applicable in the Bangladesh and any departure there from has been adequately disclosed

2 The estimates and judgments related to the financial statements were made on a prudent and reasonable basis in order for the financial statements to reveal a true and fair view

3 The form and substance of transactions and the Companyrsquos state of affairs have been reasonably and fairly presented in its financial statements

4 To ensure above the Company has taken proper and adequate care in installing a system of internal control and maintenance of accounting records

5 Our internal auditors have conducted periodic audits to provide reasonable assurance that the established policies and procedures of the Company were consistently followed and

6 The managementrsquos use of the going concern basis of accounting in preparing the financial statements is appropriate and there exists no material uncertainty related to events or conditions that may cast significant doubt on the Companyrsquos ability to continue as a going concern

In this regard we also certify that -

(i) We have reviewed the financial statements for the year ended on 30th June 2019 and that to the best of our knowledge and belief

(a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading

(b) these statements collectively present true and fair view of the Companyrsquos affairs and are in compliance with existing accounting standards and applicable laws

(ii) There are to the best of knowledge and belief no transactions entered into by the Company during the year which are fraudulent illegal or in violation of the code of conduct for the companyrsquos Board of Directors or its members

Sincerely yours Samuel S Chowdhury M Habibur Rahman Managing Director Chief Financial Officer

Annexure IV to the Directorsrsquo Report

STxL Annual Report 2018-201934

CERTIFICATE OF COMPLIANCE Under Condition 1(5)(xxvii) of CGC

L imited on compliance on the Corporate Governance Code

We have examined the compliance status to the Corporate Governance Code by Square Textiles Limited for the year ended on 30th June 2019 This Code relates to the Notification No BSEC CMRRCD2006 -158207Admin80 Dated 3 June 2018 of the Bangladesh Securities and Exchange Commission Such compliance with the Corporate Governance Code is the responsibility of the Company Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of the Corporate Governance Code This is a scrutiny and verification and an independent audit on compliance of the conditions of the Corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Corporate Governance Code We state that we have obtained all the information and explanations which we have required and after due scrutiny and verification thereof we report that in our opinion

(a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the above mentioned Corporate Governance Code issued by the Commission or not complied (if not complied specify non-compliances)

(b) The company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code

(c) Proper books and records have been kept by the company as required under the Companies Act 1994 the securities laws and other relevant laws and

(d) The governance of the company is satisfactory

Place Dhaka BK Bhattacharjee FCA Dated 14 October 2019 Chartered Accountants

Partner Chowdhury Bhattacharjee amp Co

Annexure V to the Directorsrsquo Report

STxLAnnual Report 2018-2019 35

Report to the Shareholders of Square Texti les

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

100 Board of Directors 1(1) Board Size (minimum - 5 and maximum - 20) radic 1(2) Independent Director 12(a) 15th of total as Independent Director (ID) radic 12 (b) (i) Does not hold any share of less than 1 shares in the Company radic 12(b) (ii) Not a Sponsor of the Company radic 12 (b)(iii) Who has not been an executive of the company radic 12 (b)(iv) Does not have other relationship radic 12 (b)(v) Not a Member or TREC Director or Officer of any Stock Exchange radic 12 (b)(vi) Not a ShareholderDirectorOfficer of any MemberTREC holder of Stock Exch radic

12 (b)(vii) Not a partner or an Executive or was not a partner or an Executive during the preceding 3 (Three) years of the concerned Companyrsquos statutory audit firm radic

12 (b)(viii) Not an Independent Director in more than five listed Companies radic

12 (b)(ix) Not Convicted by a court of competent jurisdiction as a defaulter in payment of any loanadvance to a Bank or a Non-Bank Financial Institution radic

12 (b)(x) Not convicted for a Criminal Offence radic 12 ( c ) Appointed by the Board and approved by the shareholders in AGM radic 12 (d) Post cannot remain vacant more than 90 days radic 12 (e) Tenure of the Independent Director radic 13 Qualification of Independent Director 13(a) Independent Director shall be a knowledgeable individual radic 13(b)(i) Business Leader who is or was a promoter or director of an unlisted company radic 1(3)(b)(ii) Should be a Corporate LeaderBusiness Leader radic

1(3)(b)(iii) Former official of government radic

1(3)(b)(iv) University Teacher who has educational background in Economics or Commerce or Business Studies or Law radic

1(3)(b)(v) Professional Chartered Accountant Secretary or equivalent qualification radic 1 (3) ( c) The independent director shall have at least 10(ten) years of experiences radic 1 (3) (d) Relaxation in special cases NA 1(4) Duality of Chairperson of the Board of Directors and Managing Director or Chief Executive Officer 1(4)(a) The posts of Chairperson of the board and CEO are different individuals radic

1(4)(b) MD andor CEO of a listed Company shall not hold the same position in another listed Company

radic

1(4)(c) The Chairperson shall be elected form among the non-executive directors radic

1(4)(d) The Board shall clearly define respective roles and responsibilities of the Chairperson and the Managing Director andor CEO

radic

1(4)(e) In absence of Chairperson of the Board etc radic

1(5) The Directorsrsquo Report to Shareholders 1(5)(i) Industry outlook and possible future developments in the industry radic 1(5)(ii) Segment-wise or product-wise performance radic 1(5)(iii) Risks and concerns including internal and external risk factor radic 1(5)(iv) Discussion on Cost of Goods sold Gross profit Margin and Net Profit Margin radic 1(5)(v) Discussion on continuity of any extraordinary activities and implications radic 1(5)(vi) Detailed discussion and statement on related party transactions radic 1(5)(vii) Utilization of proceeds from publicrights issues andor through any others NA

1(5)(viii) Explanation if the financial results deteriorate after the company goes for IPO RPO Rights Offer Direct Listing etc NA

1(5)(ix) Explanation by the Management if significant variance occurs between Quarterly Financial Performance and Annual Financial Statements NA

1(5)(x) Remuneration to Directors including Independent Director radic

1(5)(xi) Statement that financial statements prepared by the management of the issuer present fairly its state of affairs the result of its operations cash flows and changes in equity

radic

1(5)(xii) Proper books of account of the issuer company have been maintained radic

1(5)(xiii) Appropriate accounting policies have been consistently applied in preparation to the financial statements and that the accounting estimates are based on reasonable and prudent judgment

radic

1(5)(xiv) International Accounting Statement (IAS) Bangladesh Accounting Standard (BAS) International Financial Reporting standard (BFRS) as applicable in Bangladesh have been followed in preparation of the financial statements and any departure there-from has been adequately disclosed

radic

1(5)(xv) The system of internal control is sound in design and has been effectively implemented and monitored radic

1(5)(xvi) A statement that minority shareholders have been protected from abusive actions by or in in the interest of controlling shareholders acting either directly or indirectly and have effective means of redress

radic

STATUS OF COMPLIANCE Under Condition 1(5)(xxvii) of CGC

Annexure VI to the Directorsrsquo Report

STxL Annual Report 2018-201936

Annexure VI to the Directorsrsquo Report

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

1(5)(xviii) Significant deviations from the last yearrsquos operation results of the issuer company shall be highlighted and the reasons there of should be explained radic

1(5)(xix) Key operating and financial data of at least preceding 5 (Five) years shall be summarized radic

1(5)(xx) If the issuer company has not declared dividend (cash or stock) for the year the reasons there of shall be given NA

1(5)(xxi) Boardrsquos statement to the effect that no bonus shares or stock dividend paid as interim dividend NA

1(5)(xxii) The number of Board meetings held during the year and attendance by each Director shall be disclosed radic

1(5)(xxiii) A report on the pattern of shareholding disclosing the aggregate (name wise details) radic

1(5)(xxiii)(a) ParentSubsidiaryAssociated Companies and other related parties (name wise details) radic

1(5)(xxiii)(b) Directors CEO Company Secretary CFO HIAC and their spouses and minor children (name wise details) radic

1(5)(xxiii)(c) Executives radic

1(5)(xxiii)(d) Shareholders holding ten percent (10) or more voting interest in the company (name wise details) radic

1(5)(xxiv)(a) A brief resume of the director in case of appointment or reappointment radic 1(5)(xxiv)(b) Nature of hisher expertise in specific functional areas

radic

1(5)(xxiv)(c ) Names of the companies in which the person also holds the directorship and the memberships of committees of the Board

radic 1(5)(xxv) Management discussion and analysis signed by CEOMD presenting detail analysis of the companyrsquos position and

operations 1(5)(xxv)(a) Accounting policies and estimation for preparation of financial statements radic

1(5)(xxv()b) Changes in accounting policies and estimation as well as cash flows on absolute figure for such changes radic

1(5)(xxv(c ) Comparative analysis and financial position as well as cash flew for current financial year with immediate preceding five years explaining reasons radic

1(5)(xxv)(d) Compare such financial performance or results and financial position as well as cash flows with the peer industry scenario radic

1(5)(xxv)(e) Briefly explain the financial and economic scenario of the country and globe radic 1(5)(xxv)(f) Risks and concerns issues related to the financial statements radic

1(5)(xxv)(g) Future plan or projection or forecast for companyrsquos operation shall be explained to the shareholders in the next AGM radic

1(5)(xxvi) Declaration or certification by the CEO and the CFO to the Board as required under condition No 3(30) shall be disclosed as per Annexure-A radic

1(5)(xxvii) The report as well as certificate regarding compliance of conditions of this Code as required under condition No 9 shall be disclosed radic

1(6) Meeting of the Board of Directors 1(6) Compliance under Bangladesh Secretarial Standards (BSS) radic 1(7) Code of Conduct for the Chairperson other Board members and Chief Executive Officer

1(7)(a) The Board shall lay down a code of conduct based on the recommendation of the Nomination and Remuneration Committee(NRC) radic

1(7)(b) The code of conduct as determined by the NRC shall be posted on the website of the company including among others prudent conduct and behaviorhellip radic

2 Governance of Board of Directors of Subsidiary Company

2(a) Provisions relating to the composition of the Board of the holding company shall be made applicable to the composition of the Board of the subsidiary company

radic

2(b) Independent Director of holding company also in the subsidiary company radic

2(c) Minutes of subsidiary to be placed in the meeting of holding company radic

2(d) The minutes of the respective Board meeting of the holding company shall state that they have reviewed the affairs of the subsidiary company

radic

2(e) The Audit Committee of the holding company shall also review the financial statements in particular the investments made by the subsidiary company radic

3 Managing Director (MD) or Chief Executive Officer Chief Financial Officer (CFO) Head of Internal Audit and Compliance (HIAC) and Company Secretary (CS) 31 Appointment

3(1)(a) Board shall appoint a MD or CEO Company Secretary CFO and HIAC radic

3(1)(b) The positions of the MDCEOCSCFO amp HIAC shall be filled by different individuals radic

3(1)(c) The MD or CEO CS CFO and HIAC of a listed company shall not hold any executive position in any other company at the same time radic

3(1)(d) The Board shall clearly define respective roles responsibilities and duties of the CFO the HIAC and the CS radic

3(1)(e) MD or CEO CS CFO and HIAC shall not be removed from their position without approval of the Board and be disseminated to the commission and exchange radic

32 Requirement to attend Board of Directorsrsquo Meetings 3 (2) MD or CEOCSCFO and HIAC shall attend the meetings of the Board radic 33 Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial Officer (CFO)

3(3)(a)(i) The statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading radic

3(3)(a)(ii) The statements together present a true and fair view of the companyrsquos affairs and are in compliance radic

3(3)(b) The MD or CEO and CFO to certify on due diligence in the Report radic

STxLAnnual Report 2018-2019 37

Annexure VI to the Directorsrsquo Report

Condition

No Title Compliance Status

Remarks (If any) Compiled Not Compiled

3(3)( c) The certification of the MDCEO and CFO shall be disclosed in the Annual Report radic 4 Board of Directorsrsquo Committee 4 (i) Audit Committee radic 4 (ii) Nomination and Remuneration Committee radic 5 Audit Committee 51 Responsibility to the Board of Directors 5(1) (a) Company shall have an Audit Committee as a sub-committee of the Board radic

5(1) (b) Audit Committee shall assist the Board in ensuring that the financial statements reflect true and fair view of the state of affairs of the Company and in ensuring a good monitoring system within the business

radic

5(1) (c) Audit Committee shall report on its activities to the Board of Directors radic

52 Constitution of the Audit committee 5(2) (a) The Audit Committee shall be composed of at least 3 (three) members radic

5(2) (b) Board shall appoint members of the Audit Committee who shall be non-executive director

radic

5(2) (c ) All members of the Audit Committee should be ldquofinancially literaterdquo and at least 1 (one) member shall have accounting or related financial management experience

radic

5(2) (d) When the term of service of the Committee members expires or there is any circumstance causing any Committee member to be unable to hold hellip radic

5(2) (e) The Company Secretary shall act as the Secretary of the Audit Committee radic 5(2)(f) Quorum of Audit Committee meeting at least One independent director radic 53 Chairperson of the Audit Committee 5(3)(a) The Board shall select Chairperson of the Audit Committee who will be ID radic 5(3)(b) Absence of the Chairperson of the Audit Committee members to elect one radic 5(3)( c) Chairperson of the Audit Committee shall remain present in the AGM radic 54 Meeting of the Audit Committee 5(4)(a) The Audit Committee shall conduct at least 4 meetings in a financial year radic 5(4)(b) Quorum of Audit Committee presence of 2 or 23 members whichever is higher radic 55 Role of Audit Committee 5(5)(a) Oversee the financial reporting process radic 5(5)(b) Monitor choice of accounting policies and principles radic 5(5)(c ) Internal Audit and Compliance process to ensure that it is adequately resourced radic 5(5)(d ) Performance of external auditors radic

5(5)(e) Hold meeting with the auditors review the annual financial statements before submission to the Board for approval or adoption radic

5(5)(f ) Review with the management the annual financial statements before submission to the Board for approval radic

5(5)(g ) Review with the management the Quarterly and half yearly financial statements before submission to the Board for approval radic

5(5)(h ) The review adequacy of internal audit function radic

5(5)(i) Review the managementrsquos discussion and analysis before disclosing in the Annual Report radic

5(5)(j ) Review statement of all related party transactions submitted by the Mgt radic

5(5)(k ) Review management letters or letter of Internal Control weakness issued by statutory auditors radic

5(5)(l ) Oversee determination of audit fees based on scope and magnitude radic 5(5)(m ) Oversee whether IPO proceeds utilized as per the published Prospectus NA 56 Reporting of the Audit Committee 56 (a) Reporting to the Board of Directors 5(6)(a)(i) The Audit Committee shall report on its activities to the Board radic 5(6)(a)(ii)(a) Report on conflicts of interests radic

5(6)(a)(ii)(b) Suspected or presumed fraud or irregularity or material defect identified in the internal audit and compliance process radic

5(6)(a)(ii)(c) Suspected infringement of laws regulatory compliance including securities related laws relies and regulation radic

5(6)(a)(ii)(d) Any other matter which the Audit Committee deems necessary shall be disclosed to the Board immediately radic

56 (b) Reporting to the Authorities 57 Reporting to the Shareholders and General Investors 5(7) Reporting to the Shareholders and General Investors radic 6 Nomination and Remuneration Committee (NRC) 61 Responsibility to the Board of Directors 6(1)(a) The company shall have a NRC as a sub-committee of the Board radic

6(1)(b) NRC shall assist the Board in formulation of the nomination criteria or policy for determining qualifications radic

6(1)(c) The Terms of Reference of the NRC shall be clearly set forth in writing radic 62 Constitution of the NRC 6(2)(a) The Committee shall comprise of at least three members including an ID radic 6(2)(b) All members of the Committee shall be non-executive directors radic 6(2)(c) Members of the Committee shall be nominated and appointed by the Board radic

STxL Annual Report 2018-201938

Annexure VI to the Directorsrsquo Report

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

6(2)(d) Board have authority to remove and appoint any member of the committee radic 6(2)(e) Board shall fill the vacancy within 180 days of such vacancy in the Committee radic 6(2)(f) The Chairperson of the Committee may appointco-opt any external expert radic 6(2)(g) The company secretary shall act as the secretary of the committee radic

6(2)(h) The quorum of the NRC meeting shall not constitute without attendance of at least an independent director radic

6(2)(i) No member of the NRC shall receive any remunerationadvisory other than Directorrsquos fees or honorarium form the company radic

63 Chairperson of the NRC 6(3)(a) Board shall select 1 member of the NRC to be Chairperson of the Committee radic 6(3)(b) Absence of chairperson the remaining members may elect one of them radic 6(3)(c) Chairperson of the NRC shall attend the AGM radic 64 Meeting of the NRC 6(4)(a) The NRC shall conduct at least one meeting in a financial year radic 6(4)(b) The Chairperson of the NRC may convene any emergency meeting radic 6(4)(c) Quorum of NRC meeting presence of 2 or 23 members whichever is higher radic

6(4)(d) Proceedings of NRC meeting shall be recorded in the minutes and such minutes shall be confirmed in the next meeting radic

65 Role of NRC

6(5)(a) NRC shall be independent and responsibleaccountable to the Board and to the shareholders radic

6(5)(b)(i)(a) Level and composition of remuneration is reasonable and sufficient to attract retain and motivate suitable directors to run the company successfully radic

6(5)(b)(i)(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks radic

6(5)(b)(i)(c) Remuneration to directors top level executive involves a balance between fixed and incentive pay reflecting short and long term performance radic

6(5)(b)(ii) Devising a policy on Boardrsquos diversity taking into consideration age experience etc radic

6(5)(b)(iii) Identifying persons who are qualified the criteria laid down and recommend their appointment and removal to the Board radic

6(5)(b)(iv) Formulating criteria for evaluation of performance of independent directors and the Board radic

6(5)(b)(v) Identifying companyrsquos needs for employees at different levels and determine their selection transfer or replacement radic

6(5)(b)(vi) Developing recommending and reviewing annually the companyrsquos human resources and training policies radic

6(5)(c ) The company shall disclose the nomination and remuneration policy and the evaluation criteria and activities of NRC at a glance in its annual report radic

7 External or Statutory Auditors 7(1) Issuer company shall not engage its external auditors to perform the following 7(1)(i) Appraisal or valuation services or fairness opinions radic 7(1)(ii) Financial information systems design and implementation radic 7(1)(iii) Book keeping or other service related to the account ion records radic 7(1)(iv) Brokerndashdealer services radic 7(1)(v) Actuarial services radic 7(1)(vi) Internalspecial audit services radic 7(1)(vii) Any services that the Audit Committee may determine radic 7(1)(viii) Certification services on compliance of corporate governance radic 7(1)(ix) Any other service that may create conflict of interest radic

7(2) No partner or employees of the ExternalStatutory Auditors audit firms shall possess any share of the company they audit at least during the tenure radic

7(3) Representative of External Auditors shall remain present in the AGM radic 8 Maintaining a website by the company 8(1) The company shall have an official website linked with that of the stock exchange radic 8(2) The company shall keep the website functional from the date of listing radic

8(3) The company shall make available the detailed disclosures on its website as required under the listing regulations of the concerned stock exchanges radic

9 Reporting and Compliance of Corporate Governance

9(1) The company shall obtain a certificate from a practicing professional firm on yearly basis regarding compliance of conditions of Corporate Governance and such certificate shall be disclosed in the Annual Report

radic

9(2) The professional who will provide the certificate on compliance of Corporate Governance shall be appointed by the Shareholders in the AGM radic

9(3) The directors of the company shall state in accordance with the Annexure-C attached in the directors report whether the company has complied with these conditions

radic

STxLAnnual Report 2018-2019 39

A Nomination and Remuneration Policy

100 Introduction The Nomination and Remuneration Policy is prepared and adopted in compliance with Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission in view to formulate and recommend proper fair transparent and non-discriminatory nomination and remuneration for the Directors and Top Level Executives of the Square Textiles Ltd The Nomination and Remuneration Policy of Directors and Top Level Executives has been formulated by the Nomination and Remuneration Committee and has been approved by the Board of Directors of Square Textiles Ltd 200 Definitions

ldquoNRC or the Committeerdquo means Nomination and Remuneration Committee

ldquothe Companyrdquo means Square Textiles Ltd

ldquoBoardrdquo means Board of Directors of Square Textiles Ltd

ldquoDirectorrdquo means Member of the Board

ldquoTop Level Executiverdquo means the Managing Director or Chief Executive Officer Additional or Deputy Managing Director Chief Operating Officer Chief Financial Officer Company Secretary Head of Internal Audit and Compliance Head of Administration and Human Resources or equivalent positions and same level or ranked or salaried officials of the company 300 Nomination and Remuneration Committee The Nomination and Remuneration Committee has been constituted by the Board of Directors of the Company as a subcommittee to assist the Board under the Condition No 6 of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission

NRC is independent and responsible or accountable to the Board of Directors and to the Shareholders of Company The NRC consists of the following Non-Executive Director of the Board Name of the Members Position in the

Committee

Mrs Nihad Kabir - Chairman Independent Director Mrs Ratna Patra - Member Director Mr Anjan Chowdhury - Member Director The Terms of Reference of the NRC have been defined and adopted by the Board of Directors of the Company 400 Objective

The objective of the NRC is to oversee assist and guide the Board of Directors-

To formulate the criteria for determining qualifications positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration of Directors and Top Level Executives

To devise policy on Boards diversity taking into consideration of age gender experience ethnicity educational background and nationality

To the appointment fixation of remuneration and removal of Directors and Top Level Executives

To formulate the criteria in respect to evaluate performance of the Independent Director and the Board

To identify the companyrsquos needs for employees at different levels and determine their selection transfer or replacement and promotion criteria

NRC SQUARE TEXTILES Under Condition 6(5)(c)

STxL Annual Report 2018-201940

To develop recommend and review the companyrsquos human resources and training policies

To retain motivate and promote talent and to ensure long term sustainability of talented Top Level Executive and create competitive advantage

To recommend Code of Conduct for the Chairman and other Members of the Board and Managing Director

To Implement and monitor policies and processes regarding principles of corporate governance

500 Nomination and Appointment of Directors and Top Level Executives The committee is responsible to ensure that the procedures for nomination and appointment of Directors and Top Level Executive are taken place in transparent rigorous and non-discriminatory way The committee also responsible to identify and ascertain the combination of age gender educational background experience knowledge ethnicity diversity nationality and other relevant personal values amp attributes for nomination and appointment of Director and Top Level Executives 600 Remuneration for Directors and Top Level Executives The committee shall oversee review and make report with recommendation to the Board the level and composition of remuneration is reasonable and sufficient to attract motivate and retain suitable dependable and skilled Director and Top Level Executive They also consider and review the relationship of remuneration to performance is clear and meets appropriate performance benchmarks remuneration to Director and Top Level Executive involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals

700 Validation of the Policy

This policy on Nomination and Remuneration of Directors and Top Level Executives of the Company has been formulated by the Nomination and Remuneration Committee and has been approved by the Board of Directors of Square Textiles Ltd 800 Amendments to the Policy The Board preserve the rights to amend and review time to time the provisions of the policy depending on the legal and other requirements or for a bona fide purpose

B Evaluation of Performance Evaluation of performance of Directors be carried out through completion of a preset confidential questionnaire andor collective feedback or any other effective criteria adopted by the Board yearly or at such intervals of its work function and performance as may be considered necessary in order to ascertain the effectiveness and to measure the contribution of the Directors as well as the Top Level Executives of the Company

C Activities of the NRC carried out during the reporting period The NRC carried out the following activities in line with Committeersquos Terms of Reference during the reporting period i Reviewed and recommended the Code of

Conduct for the Chairman other Members of the Board and Managing Director

ii Reviewed the Companyrsquos existing policy relating to the remuneration of Directors and Top Level Executives

iii Discussed and decided in regard to formulate the criteria of evaluation of performance of the Board and Independent Directors

iv Reviewed the Companyrsquos existing Human Resource and Training policies

NRC SQUARE TEXTILES Under Condition 6(5)(c)

STxLAnnual Report 2018-2019 41

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STxL Annual Report 2018-201942

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STxLAnnual Report 2018-2019 43

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STxL Annual Report 2018-201944

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STxL Annual Report 2018-201946

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DwjoslashwLZ

Financial Statement 2018-2019

Statement of Financial Position - 54

Statement of Profit or Loss and other Comprehensive Income - 55 Statement of Changes in Equity - 56 Statement of Cash Flows - 57 Basis of Preparation and Presentation - 58 Application of IAS - 58 Employees Benefit Plan - 60 Financial Risk Management - 61 Related Party Transaction - 62 Property Plants and Equipment - 72

Square Texti les Ltd And it Subsidiary

Consolidated

INDEPENDENT AUDITORSrsquo REPORTINDEPENDENT AUDITORSrsquo REPORTTo the shareholders of SQUARE TEXTILES LIMITED

REPORT ON THE AUDIT OF THE CONSOLIDATED amp SEPARATEFINANCIAL STATEMENTS

Opinion

We have audited the Consolidate financial statements of SQUARE TEXTILES LIMITED amp its subsidiary (the ldquoGrouprdquo) as well as the separate financial statements of SQUARE TEXTILES LIMITED (the ldquoCompanyrdquo) which comprise the Consolidated amp Separate Statement of Financial Position as at 30 June 2019 and Consolidated amp Separate Statement of profit or loss amp other Comprehensive Income Consolidated amp Separate Statement of Changes in Equity and Consolidated amp Separate Statement of Cash Flows for the year then ended and notes to the Consolidated amp Separate financial statements including a summary of significant accounting policies and other explanatory information

In our opinion the accompanying consolidated financial statements of the Group amp separate financial statement of the company give a true and fair view in all material respects of the Consolidated amp Separate financial position of the company as at 30 June 2019 and its Consolidated amp Separate financial profit or loss amp other Comprehensive Income and its Consolidated amp Separate cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) the Companies Act 1994 the securities and Exchange Rules 1987 and other applicable laws and regulations

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) Our responsibilities under those standards are further described in the Auditorsrsquo Responsibilities for the Audit of the Consolidated amp Separate Financial Statements section of our report We are independent of the Group amp the Company in accordance with the International Ethics Standards Board for Accountantsrsquo Code of Ethics for Professional Accountants (IESBA code) together with the ethical requirements that are relevant to our audit of the financial statements in Bangladesh and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of most significance in our audit of the financial statement of the current period These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon and we do not provide opinion on these matters

STxL Annual Report 2018-201948

Our response to the risk

RiskRevenue Recognition

See note no 2000 to the Separate financial statements

Revenue recognition has significant and wide influence on financial statements Revenue is recognized when the amounts and the related costs are reliably measured and the performance obligation is complete through passing of control to the customers Revenue from the sale of goods is recognized at the time when the goods are transferred to the buyer the significant risks and rewards of ownership of the goods

We identified revenue recognition as a key audit matter because revenue is one of the key performance indicators of the Company and therefore there is an inherent risk of manipulation of the timing of recognition of revenue by management to meet specific targets or expectations

We focused on the proper cut-off of sales to the Companys customers There is a risk of differences between the timing of invoicing of products and the dispatch of the products

We assessed the appropriateness of revenue recognition accounting policy in line with IFRS 15 Revenue from contracts with customers

Performed walkthroughs to understand the adequacy and the design of the revenue cycle

Tested the internal control over financial reporting we also assessed the existence and accuracy of the sales recorded

Valuation of inventory

See note no 700 to the Separate financial statements

The inventory of Tk 2821819716 at 30 June 2019 held in warehouses and across multiple product lines in factory

In order to carry inventory at the lower of cost and net realizable value management has identified slow moving obsolete and damaged inventories and made adjustments to the carrying value of these items the calculation of which requires certain estimates and assumptions

Evaluating the design and implementation of key inventory controls operating across the factory and warehouse

Testing on a sample basis the stock aging profile expiry dates and the market price used in assessing the net realizable values of inventories to the related supporting documents

Comparing the net realizable value obtained through a detailed review of sales subsequent to the year-end to the cost price of a sample of inventories

Our procedures included the following to assess inventory Valuation

STxLAnnual Report 2018-2019 49

Our response to the riskRiskRevenue Recognition

See note no1400 to the Separate financial statements

The net deferred tax liability totaling Tk 235701174 as at 30 June 2019

Significant judgment is required in relation to deferred tax liabilities as it is dependent on forecasts of future profitability over a number of years

Valuation of Property Plant and Equipment

The carrying value of the PPE amounted to Tk 5374733212 at 30 June 2019 The valuation of PPE was identified as a key audit matter due to the significance of this balance to the financial statements

Expenditures are capitalized if they create new or enhance the existing assets and expensed if they relate to repair or maintenance of the assets Classification of the expenditures involves judgment The useful lives of PPE items are based on managementrsquos estimates regarding the period during which the asset or its significant components will be used The estimates are based on historical experience and market practice and take into consideration the physical condition of the assets

We assessed whether the accounting policies in relation to the capitalization of expenditures are in compliance with IFRS and found them to be consistent

We obtained a listing of capital expenditures incurred during the year and on a sample basis checked whether the items were procured based on internal purchase order that had been properly approved by the responsible individuals

We inspected a sample of invoices and LC documents to determine whether the classification between capital and operating expenditure was appropriate

Our audit included the following proce-dures

We checked deferred tax expenses and liabilities in the financial statements and compare them with the Companyrsquos calculation and records

We obtained an understanding evaluated the design and tested the operational effectiveness of the companyrsquos key controls over the recognition and measurement of deferred tax liabilities and the assumptions used in estimating the companyrsquos future taxable income

We involved tax specialists to assess key assumptions controls recognition and measurement of deferred tax liabilities

We also assessed the appropriateness of presentation of disclosures against IAS-12 income tax

We additionally carried out the following substantive testing for this item

STxL Annual Report 2018-201950

Other MatterOur opinion have been made on the consolidated financial statement of Square Textiles Limited and subsidiary company Square Texcom Limited as at and for the year ended June 30 2019 is audited by Chowdhury Bhattacharjee amp Co Chartered Accountant on October 01 2019 and provided un qualified opinion

Other Information Management is responsible for the other information The other information comprises the information included in the annual report but does not include the financial statements and our auditorrsquos report thereon The Annual Report is expected to be made available to us after the date of this auditorsrsquo report Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon In connection with our audit of the consolidated amp separate financial statements our responsibility is to read the other information and in doing so consider whether the other information is materially inconsistent with the consolidated amp separate financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated Our opinion on the consolidated amp separate financial statements does not cover the other information and we do not express any form of assurance conclusion thereon

Our response to the riskRiskRevenue Recognition

See note no1400 to the Separate financial statements

See note no 314 to the Separate financial statements

Merger with Square Yarns Limited

As per verdict of High Court company matter no 165 of 2018 Square Yarns Limited a private limited company incorporated under Companies Act 1994 has merged with Square Textiles Ltd from January 01 2019

We obtained the order of Honorable High Court amp the Scheme of amalgamation approved by the High Court for this merger We obtained the audited financial statements of Square Yarns Limited for the period ended December 31 2018 We checked whether the carrying amount of Square Yarns Limited has merged with the financial statement of SQUARE TEXTILES LIMITED as at June 30 2019

We evaluated whether the useful lives determined and applied by the management were in line with historical experience and the market practice

We checked whether the depreciation of PPE items was commenced timely by comparing the date of the reclassification from capital in progress to ready for use with the date of the act of completion of the work

STxLAnnual Report 2018-2019 51

Responsibilities of Management and Those Charged with Governance for the Consolidated amp Separate Financial Statements and Internal ControlsManagement is responsible for the preparation and fair presentation of the Consolidated amp Separate financial statements of the Group amp also separate financial statement of the Company in accordance with IFRSs the Companies Act 1994 the Securities and Exchange Rules 1987 and other applicable laws and regulations and for such internal control as management determines is necessary to enable the preparation of Consolidated amp Separate financial statements that are free from material misstatement whether due to fraud or error The companies Act 1994 require the management to ensure effective internal audit internal control and risk management factions of the companyIn preparing the financial statements management is responsible for assessing the Grouprsquos amp the companyrsquos ability to continue as a going concern disclosing as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations or has no realistic alternative but to do soThose charged with governance are responsible for overseeing the Grouprsquos amp the companyrsquos financial reporting process

Auditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether the Consolidated amp Separate financial statements as a whole are free from material misstatement whether due to fraud or error and to issue an auditorrsquos report that includes our opinion Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists Misstatements can arise from fraud or error and are considered material if individually or in the aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated amp Separate financial statements

As part of an audit in accordance with ISAs we exercise professional judgment and maintain professional skepticism throughout the audit We also

Identify and assess the risks of material misstatement of the Consolidated amp Separate financial statements whether due to fraud or error design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion forgery intentional omissions misrepresentations or the override of internal control

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in circumstances

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management

Conclude on the appropriateness of managementrsquos use of the going concern basis accounting and based on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Grouprsquos amp the Companyrsquos ability to continue as a going concern If we conclude that a material uncertainty exists we are required to draw attention in our auditorrsquos report to the related disclosures in the Consolidated amp Separate financial statements or if such disclosers are inadequate to modify our opinion Our conclusions are based on the audit evidence obtained up to the date of our auditorrsquos report However future events or conditions may cause the company to cease to continue as a going concern

bull

bull

bull

bull

STxL Annual Report 2018-201952

Place DhakaDated October 27 2019

Evaluate the overall presentation structure and content of the Consolidated amp Separate financial statements including the disclosures and whether the Consolidated amp Separate financial statements represent the underlying transactions and event in a manner that achieves fair presentation

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the Consolidated amp Separate financial statement we are responsible for the direction supervision and performance of the group audit We solely responsible for our audit opinion

We communicate with those charged with governance regarding among other matters the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable related safeguards

From the matters communicated with those charged with governance we determine those matters that were of most significance in the audit of the Consolidated amp Separate financial statements of the current period and are therefore the key audit matters We describe these matters in our auditorrsquos report unless law or regulation precludes public disclosure about the matter or when in extremely rare circumstances we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication

Report on other Legal and Regulatory Requirements In accordance with the Companies Act 1994 and the Securities and Exchange Rules 1987 and relevant notifications issued by Bangladesh Securities and Exchange Commission we also report that

bull

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of accounts records and other statutory books as required by law have been kept by the company so far as it appeared from our examinations of those books and proper returns adequate for the purpose of our audit have been received from branches not visited by us

The statement of Consolidated amp Separate Financial Position Consolidated amp Separate Statement of profit or loss amp other Comprehensive Income and Consolidated amp Separate Statement of Changes in Equity and Consolidated amp Separate Statement of Cash Flows of the Company dealt with by the report are in agreement with the books of account and returns

The expenditure was incurred for the purpose of the Companyrsquos business

a)

b)

c)

d)

bull

STxLAnnual Report 2018-2019 53

Ahmed Zaker amp Co Chartered AccountantsAKM Mohitul Haq FCASenior Partner

Consolidated

SQUARE TEXTILES LIMITEDConsolidated Statement of Financial PositionAs at June 30 2019

ASSETS

NON-CURRENT ASSETS 6794125077 5850815043Property Plant amp Equipment- Carrying Value 400 6013100252 4369283667Capital Work In Progress 500 724741065 1425247616Goodwill 600 56283760 56283760

CURRENT ASSETS 6834205533 5708002400Inventories 700 3108769448 2117499335Accounts Receivable 800 3254869758 2537386382Advances Deposits amp Prepayments 900 289933615 457007961Cash amp Cash Equivalents 1000 180632712 596108722

TOTAL ASSETS 13628330610 11558817443

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 7498757447 7444414383Share Capital 1100 1972520000 1878590480Retained Earnings 1200 5526237447 5565823903

NON CONTROLLING INTEREST 1300 14938707 23924714

NON-CURRENT LIABILITIES Deferred Tax Liability 1400 279327185 222054637

CURRENT LIABILITIES amp PROVISIONS 5835307271 3868423709Short Term Bank Loan (Secured) 1500 3370859633 3416687761Creditors amp Other Payables 1600 71576651 131402995Liabilities for Others Finance 1700 145174138 136623950Short Term Loan 1800 2168788505 1385741Provision for Income Tax 1900 78908344 182323262 TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 13628330610 11558817443 NET ASSET VALUE PER SHARE (RESTATED) 3802 3774

STxL Annual Report 2018-201954

Particulars Note June 302018Taka

June 302019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SALES REVENUE 2000 10562041464 9411869563

Cost of Goods Sold 2100 (9425402349) (8443275210)

GROSS PROFIT 1136639115 968594353

Administrative Overhead 2200 (278901489) (286279858)

Selling and Distribution Overhead 2300 (15559867) (10055542)

PROFIT FROM OPERATIONS 842177759 672258953

Finance Cost 2400 (280059922) (107733800)

Non-Operating Income 12790260 5181890

PROFIT BEFORE WPPF amp WF 574908097 569707043

Allocation for WPPF amp WF 2500 (27376576) (27128907)

PROFIT BEFORE TAX 547531521 542578136

Provision for Tax (Current) 2600 (59896768) (64328453)

Provision for Tax (Deferred) 2700 (57272548) (18777387)

Profit After Tax for The Period 430362205 459472296

Non-Controlling Interest (1338236) (2416813)

Net Income for the Period 429023969 457055483

EARNINGS PER SHARE (EPS)- RESTATED 2800 218 232

SQUARE TEXTILES LIMITEDConsolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended June 30 2019

STxLAnnual Report 2018-2019 55

Particulars Note 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SQUARE TEXTILES LIMITEDConsolidated Statement of Changes in EquityFor the Year Ended June 30 2019

Share Retained Total Capital Earnings Balance as at June 30 2018 1878590480 5565823903 7444414383 Net Profit for the Year Ended June 30 2019 - 429023969 429023969 Adjustment of Non controlling Interest - 1037191 1037191 Cash Dividend for 2017-18 - (375718096) (375718096)Stock Dividend for 2017-18 93929520 (93929520) - Balance As at June 30 2019 1972520000 5526237447 7498757447 Tk

Particulars

For the Year Ended June 30 2018

Share Retained Total Capital Earnings Balance as at June 30 2017 1789133790 5556051868 7345185658 Net Profit for the Year Ended June 30 2018 - 457055483 457055483 Cash Dividend for 2016-17 - (357826758) (357826758)Stock Dividend for 2016-17 89456690 (89456690) - Balance As at June 30 2018 1878590480 5565823903 7444414383 Tk

Particulars

STxL Annual Report 2018-201956

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 9844558088 8805485201Exchange Fluctuation Gain (Realization from Transection) 6599666 3498975Receipts from Other Income 1947315 597793Total Receipts 9853105069 8809581969 Payments to Suppliers (8135939006) (6378230512)Paid for Operating amp Non-operating Expenses (2084602173) (2194327758)Interest Expenses Paid (240448525) (83330142)Income Tax Paid (58842458) (101025851)Total Payments (10519832162) (8756914263) Net Cash Generated (Used in) from Operating Activities (666727093) 52667706 CASH FLOWS FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant amp Equipment (1444563624) (1418810057)Paid for Non controlling Interest for Merger of SYL (9287050) -Net Cash Generated (Used in) from Investing Activities (1453850674) (1418810057) CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (45828128) 1477139998Short Term Loan from (To) Sister Company 2124536378 (21069052)Payment of Dividend (375718096) (357826758) Net Cash Generated (Used in) from Financing Activities 1702990154 1098244188 Increase (Decrease) in Cash amp Cash Equivalents (417587613) (267898163)Net effect of foreign currency translation 2111603 1085122Opening Cash amp Cash Equivalents 596108722 862921763

CLOSING CASH amp CASH EQUIVALENTS 180632712 596108722 Net Operating Cash Flows Per Share(Restated) (338) 027

SQUARE TEXTILES LIMITEDConsolidated Statement of Cash Flows For the Year Ended June 30 2019

STxLAnnual Report 2018-2019 57

Particulars 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SQUARE TEXTILES LIMITEDSQUARE TEXTILES LIMITEDNotes to the Consolidated Financial StatementsAs at and for the year ended June 30 2019

1ESTABLISHMENT AND OPERATIONS

11 LEGAL FORM OF THE ENTERPRISES

Square Textiles Limited (Here in after said as the company) is a public limited company and its subsidiary Square Texcom Limited incorporated with the Registrar of Joint Stock Companies and Firms Dhaka Bangladesh under Companies Act 1913 and Companies Act 1994 respectively The Company is listed with Dhaka Stock Exchange (DSE) amp Chittagong Stock Exchange(CSE)

12 ADDRESS OF REGISTERED OFFICE AND FACTORY OF THE COMPANY

The address of the registered office at Square Centre 48 Mohakhali CA Dhaka -1212 Factory at 1) Saradaganj Kashimpur Gazipur 2) Olipur Habiganj 3) Kathali Valuka Mymensingh

13 NATURE OF BUSINESS

The company owns Six (6) units of spinning mills and a twisting mill Its activities and operations are related with manufacturing and marketing of Yarns

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATERIAL INFORMATION

21 STATEMENT OF COMPLIANCE

The financial statements have been prepared in conformity with the provisions of the Companies Act 1994 The Securities and Exchanges Rules 1987 and other relevant rules and regulations

22 BASIS OF PREPARATION

The financial statements have been prepared in accordance with the going concern principle and historical cost convention The significant accounting policies are set out below

23 STATEMENT ON COMPLIANCE OF INTERNATIONAL ACCOUNTING STANDARDS

The following IASs and IFRSs are applicable for the financial statements for the year under review

IAS 1 Presentation of Financial StatementsIAS 2 InventoriesIAS 7 Statement of Cash FlowsIAS 8 Accounting Policies Changes in Accounting Estimates and ErrorsIAS 10 Events after the Reporting PeriodIAS 12 Income TaxesIAS 16 Property Plant and EquipmentIAS 19 Employee BenefitsIAS 21 The Effects of Changes in Foreign Exchange RatesIAS 23 Borrowing CostsIAS 24 Related Party DisclosuresIAS 33 Earnings per ShareIAS 34 Interim Financial ReportingIAS 36 Impairment of Assets IAS 37 Provisions Contingent Liabilities and Contingent AssetsIFRS 3 Business Combination IFRS 5 Non-Current Assets Held for Sale amp Discontinued OperationsIFRS 7 Financial Instruments DisclosureIFRS 8 Operating SegmentsIFRS 10 Consolidated Financial StatementsIFRS 12 Disclosures of interests in Other EntitiesIFRS 15 Revenue from Contracts with CustomersIFRS 16 Leases

STxL Annual Report 2018-201958

Consolidated

24 GOING CONCERN

As per IAS-1 a company is required to make assessment at the end of each year to assess its capability to continue as going concern The 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 liabilities For this reason the Directors continue to adopt the going concern assumption while the financial statements have been prepared

25 ACCRUAL BASIS

The financial statements have been prepared except cash flow information using the accrual basis of accounting

26 STRUCTURE CONTENTS AND PRESENTATION OF FINANCIAL STATEMENTS

The presentation of the financial statements is in accordance with the guidelines provided by IAS-1 lsquorsquoPresentation of Financial Statementsrdquo A complete set of financial statements comprise

i) Statement of Consolidated Financial Position as at June 30 2019ii) Statement of Consolidated Profit or Loss and other Comprehensive Income for the year ended June 30 2019iii) Statement of Consolidated Changes in Equity for the year ended June 30 2019iv) Statement of Consolidated Cash Flows for the year ended June 30 2019 andv) Notes comprising a summary of significant accounting policies and other explanatory information to the Consolidated Financial Statements for the year ended June 30 2019

27 STATEMENT OF CASH FLOWS

The Statement of Cash Flows is prepared using the direct method as stipulated in International Accounting Standards IAS-7 ldquoStatement of Cash Flowsrdquo

30 PROPERTY PLANT AND EQUIPMENT

As per IAS-16 Property Plant and Equipment are stated at their historical cost less accumulated depreciation No depreciation has been charged on the Freehold Land and on the Capital work in progress Depreciation is charged on all other assets on straight-line method Depreciation of an asset begins when it is available for use ie 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 ceases at the earlier of the date that the asset is classified as held for sale (or included in a disposal group that is classified as held for sale) in accordance with IFRS 5 and the date that the assets are derecognized

Depreciation is computed on the straight-line basis over the estimated useful lives as follows

Factory Building and other Construction

Plant amp Machinery

Laboratory amp other Equipment

Furniture amp Fixture

Motor Vehicles

Electrical Installation

Particulars Useful Life(Years)

20

10-15

5-8

5-8

5

5-8

STxLAnnual Report 2018-2019 59

Consolidated

31 IMPAIRMENT OF ASSET

As per IAS-36 Revenue and Profitability of the company is Consistent and net worth of the company is growing every year that indicates our assets are performing at their highest as per our intended procurement and the summation of the discounted future cash flow from the operation of the assets would be positive if we dispose off those assets at the date of financial reporting But presently we have no intension to dispose off these assets As such we did not consider to recording the impairment lossgain

32 INVENTORIES

As per IAS-2 Inventories comprises of Raw Materials Raw Materials in transit Packing Materials Work in Progress Finished Goods Comber Noil and Spare amp Spare Parts in transit Inventories are valued at the lower of cost and net realizable value Cost comprises invoice value plus applicable handling charges Net realizable value is based on estimated selling price less estimated cost to completion and selling expenses

33 EMPLOYEESrsquo SEPARATION PLAN

Provident Fund

The company has established an approved contributory provident fund scheme A board of trustees wholly administers the fund No part of the fund is included in the asset of the group

Gratuity Fund

The Company operates an unfunded gratuity scheme The Company has applied for recognition of the gratuity fund from National Board of Revenue (NBR) Group Insurance

The group has two group insurance schemes for its permanent employees premium for which is being charged to statement of comprehensive Income

Workerrsquos Profit amp Participation Fund

The company makes a regular allocation of 5 on net profit before tax to these funds and payment is made to the workerrsquos as per provision of Labor Law 2006 chapter-15

34 REVENUE RECOGNITION

As per IFRS-15 Revenue is recognized as control is passed either over time or at a point in time An entity recognizes revenue over time if one of the following criteria is met the customer simultaneously receives and consumes all of the benefits provided by the entity as the entity performs the entityrsquos performance creates or enhances an asset that the customer controls as the asset is created or the entityrsquos performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date

Income refers to increases in economic benefits during the accounting period in the form of inflows or enhancements of assets or decreases of liabilities that result in an increase in equity other than those relating to contributions from equity participants

35 OTHER INCOME

It is recognized when received

36 FOREIGN CURRENCY TRANSACTIONS

As per IAS-21 Transactions in Foreign Currencies are translated into BDT at the rate of exchange ruling on date of transaction Monetary assets and liabilities expressed in foreign currencies are translated into BDT at the rate of exchange ruling at the date of Statement of Financial position

37 BORROWING COSTS

As per IAS-23 Borrowing costs are recognized as expenses in the period in which they incurred and capitalized the same that incurred before commencement of commercial operation

38 FINANCIAL INSTRUMENTS

As per IFRS-7 Financial assets and liabilities are recognized on the Statement of Financial Position when the company has become a party to a contractual provision of the instrument

STxL Annual Report 2018-201960

Consolidated

Receivables

Trade Receivables are stated at their nominal value and considered good No provision has been made for doubtful debt and no amount was written off as bad

Payables

Trade Payables are stated at their nominal value

Due to Due from Related Parties

Due to Due from related parties are stated at nominal value

Borrowings

Interest bearing bank loans and overdrafts are recorded at the proceeds received net of direct issue costs Finance charges are accounted for on an accrual basis

Financial Risk Management

The company has exposures to the following risks its use of financial statements

bull Credit riskbull Liquidity riskbull Market risk

The Board of Directors has overall responsibility for the establishment and oversight of the companyrsquos risk management framework The Board oversees how management monitors compliance with risk management policies and procedures and reviews the adequacy of the risk management framework in relation to risks faced by the group The Board is assisted in its oversight role by Audit Committee Internal audit under the purview of Audit Committee undertakes both regular and adhoc reviews of risk management controls and procedures the results of which are reported to the Audit Committee

Credit Risk

Credit risk is the risk of financial loss to the Company if a buyer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Companys receivable from customers and investment securities The Companys sales are made to renowned RMG Exporting Company Sales made to the entity are fully secured by Letters of Credit issued by local scheduled banks

Liquidity Risk

Liquidity risk is the risk that the Company will unable to meet its financial obligations as they fall due The Companys 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 Companys reputation In general 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 liquidityfund to make the expected payment within due date Moreover the Company seeks to maintain short term lines of credit with scheduled commercial banks to ensure payment of obligations in the event that there is insufficient cash to make the required payment

The requirement is determined in advance through cash flows projections and credit lines facilities with banks are negotiated accordingly

Seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Market Risk

Market Risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the Companys income or the value of its holding of financial instruments The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return

STxLAnnual Report 2018-2019 61

Consolidated

Capital Risk Management

The Companyrsquos objectives when managing capital are to safeguard the Companyrsquos ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Money Laundering

The company considers prevention of money laundering risk not only as a compliance requirement imposed by the law of the country but also as one of its ethical business values

39 LEASE

As per IFRS-16 The entity has no lease So there will be no implication regarding IFRS 16 in this financial year

310 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprises cash in hand bank currents accounts other bank deposits free of encumbrance and having maturity dates of three months or less from respective dates of deposit

311 TAXATION

Income tax expense represents the sum of the tax currently payable and deferred tax

Current Tax

The tax currently payable is based on taxable profit for the year Taxable profit differs from profit as reported in the statement of Comprehensive Income because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible in other years and it further excludes items that are never taxable or deductible The companyrsquos liability for current tax is calculated using tax rates that have been enacted on date of Statement of Financial Position

Deferred Tax

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the balance sheet liability method Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized based on tax rates (and tax laws) that have been enacted by the date of Statement of Financial Position

312 CONTINGENT LIABILITIES AND ASSETS

Current or possible obligations or assets arising from past events and whose existence is due to the occurrence or non-occurrence of one or more uncertain events which are not within the control of the company

313 RELATED PARTY TRANSACTION

The company has some related party transactions in arm length transactions with its sister concern

314 MERGED WITH SQUARE YEARNS LIMITED

As the project of Square Yarns Limited (SYL) is located within the premises of Square Textiles Limited (STxL) at Saradaganj Kashimpur Gazipur the separated operations of various aspects of SYL is a complex one Since STxL holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Board of Directors have recommended for amalgamation under provision of section 228 amp 229 of the Companies Act 1994

STxL Annual Report 2018-201962

Consolidated

The Process of Merger

After approval of Board of Directors and consent of minority shareholders the Honrsquoble High Court Division of the Supreme Court of Bangladesh has sanctioned the scheme of amalgamation of Square Yarns Ltd (SYL) share with Square Textiles Ltd (STxL) on 29th October 2018 The merger has been executed with effect from January 01 2019

Purchase Consideration

Square Textiles Limited holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Compensation of the minority shareholders is based on cash at a book value of shares as on 30 June 2017 subject to approval by the Court of Jurisdiction Honrsquoble High Court Division of the Supreme Court of Bangladesh

IFRS Followed for The Business Combination IFRS-3 (Business Combinations) is mainly followed for the amalgamation of Square Yarns Ltd with Square Textiles Ltd on the basis of equity

As Per Paragraph 5 of ifrs-3 ldquoApplying The Acquisition Method Requires

(a) Identify the acquirer(b) Determining the acquisition date(c) Recognizing and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquire and(d) Recognizing and measuring goodwill or a gain from a bargain purchaserdquo

315 SEGMENT REPORTING

As per IFRS-8 As there is a single business and geographic segment within which the company operates as such no segment reporting is felt necessary

316 EARNINGS PER SHARE

As per IAS-33 Basis Earning per Share (EPS) has been computed dividing the earnings attributable to the weighted average number of the ordinary shares during the period

317 COMPARATIVE FIGURE

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 years financial statements Previous year comparative information of the Statement of Profit or Loss and other Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows are presented as unaudited

318 FINANCIAL YEAR

For this year financial year means July 01 2018 to June 30 2019

319 EVENTS AFTER THE REPORTING PERIOD

As per IAS-10 ldquoEvents after the Reporting Periodrdquo are those events favorable and unfavorable that occur between the end of the reporting period and the date when the financial statements are authorized for issue There are no events after the end of the reporting period

320 CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements comprise the following

1 Square Texcom Limited

321 GENERAL

Figures have been rounded off to the nearest taka as it the reporting currency of these financials

STxLAnnual Report 2018-2019 63

4 PROPERTY PLANT amp EQUIPMENT TK 6013100252 Details of Property Plant amp Equipment and Depreciation as at June 30 2019 are shown in the annexed schedule-01 Depreciation for the year charged to Factory Overhead (Note-213) The break-up of the balances are depicted below Fixed Assets at Cost Opening Balance 8813079842 8561946086Addition during the Year 2160369578 265969327Sale Obsolete during the Year (230522431) (14835571)Closing Balance(Cost) 10742926989 8813079842

Accumulated Depreciation Opening Balance 4443796175 4047294966Charged during the Year 501253590 409249836Adjustment for saleObsolete (215223028) (12748627) 4729826737 4443796175

Carrying Value 6013100252 4369283667

5 CAPITAL WORK IN PROGRESS TK 724741065

Opening Balance 1425247616 270319942 Addition during the Year 673620883 1379859210 Transfer to Property Plant amp Equipment (1374127434) (224931536)Closing Balance (Cost) 724741065 1425247616

6 GOODWILL TK 56283760

Investment in Square Texcom Ltd 65783760 65783760(For 95000 shares of Square Texcom Ltd) Less Face Value of the Shares 9500000 9500000 56283760 562837607 INVENTORIES TK 3108769448 Stocks of Raw Materials 2860338753 1851301619Raw Materials 2345843023 1316945017Raw Materials In Transit 125670959 253946100Packing Materials 19545342 13842823Work - in - process 158585990 73007237Finished Goods 210693439 193560442

Stocks of Spares 248430695 266197716Spares at Store 241210310 239896287Spares in Transit 7220385 26301429

3108769448 2117499335

The basis of valuation is stated in Note -3(2) Carrying amount of inventories pledged as security No segmentation of stock is required because of homogenous materials and process

Tk

Tk

Tk

STxL Annual Report 2018-201964

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

8 ACCOUNTS RECEIVABLES TK 3254869758

This represents invoice value of goods delivered to customer This is considered good and collectible

Aging of the above balance is as follows Below 60 days 1510695509 1043624024 Within 61-120 days 1269408592 1194206454Above 120 days 474765657 299555904 3254869758 2537386382 a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person b) The carrying amount of Trade Debtors pledged as security

c) Accounts Receivable is secured considered as good and is falling due within one year Classification schedule as required by Schedule XI of Companies Act 1994

Tk

9 ADVANCES DEPOSITS amp PREPAYMENTS TK 289933615This is made up of the followings

Advances and Prepayments 207243631 375973570Income Tax 48571895 153041124Salary amp PF Current account 1184000 2244602 Other Expenses 22817327 21702776 Contractor amp Suppliers 134670409 198985068

Deposits 82689984 81034391 Security Deposit 73803648 70924398 Margin on Bank Guarantee 8886336 10109993

Tk 289933615 457007961

(a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person (b) There was no amount was due by the associated undertaking (c) The advances amp deposits considered good amp recoverable

10 CASH amp CASH EQUIVALENTS TK 180632712

This is made up of the followings

Cash in Hand 5885341 7535794Cash at Bank 174747371 588572928 Tk 180632712 596108722

Foreign currency account balances have been converted to Taka at the ruling rate at the reporting date

11SHARE CAPITAL TK 1972520000This is made up of the followings

Authorized300000000 Ordinary Shares of Tk 1000 each 3000000000 3000000000

Issued Subscribed and Paid up 1972520000 1878590480(197252000 Ordinary Shares of Tk 1000 each fully Paid up)

STxLAnnual Report 2018-2019 65

Particulars June 302018Taka

June 302019Taka

Tk

Distribution schedule of each class of equity security setting out the number of holders and percentage as on June 30 2019

Less than 500 shares500 to 5000 shares5001 to 10000 shares10001 to 20000 shares20001 to 30000 shares30001 to 40000 shares40001 to 50000 shares50001 to 100000 shares100001 to 1000000 sharesOver 1000000 shares

As per FolioNo of holders Holdings No of holders Holdings

Range of Holdings As per BO ID Total shareHolding In

Total

1081471 6162011 3060520 35435471871659

1468145 898718

3076833 14476740 94723423

130363067

1387525 6467477 3119367 3601999 1926137 1533907 1039509 3416526

16907255 157852298197252000

070328158183098078053173857

8003 10000

306054 305466

58847 58452 54478 65762

140791 339693

2430515 63128875 66888933

89703762

439255

784320455211

13675

3464268

84223459

3769

13 NON CONTROLLING INTERESTTK 14938707

5000 shares of Tk 100 at par of Square Yarns Limited 500000 5000005000 shares of Tk 100 at par of Square Texcom Ltd 500000 500000Shares of Accumulated Profit 24262948 22924714Adjustment of Non controlling Interest of SYL (1037191) -Paid to NCI for Merger of SYL (9287050) - 14938707 23924714

(a) This represents the minority share holdings in Square Yarns Limited and Square Texcom Ltd as on June 30 2019

(b) Voting power is not different with proportion of ownership interest The company is using equity method of accounting in preparation of consolidated financial statements

12 RETAINED EARNINGS TK 5526237447Opening Balance 5565823903 5556051868Add Surplus for the Year 429023969 457055483Adjustment of Non controlling Interest 1037191 -Less Cash Dividend paid during the Year (375718096) (357826758)Less Appropriation for stock dividend (93929520) (89456690) 5526237447 5565823903

Shareholders Group Number of Investors Number of Shares

SponsorsDirectors 7 121959707 62 62Foreign Investors 5 6572330 3 6 Institutions 238 41857739 21 19 General Public 17194 26862224 14 13Total 17444 197252000 100 100

Percentageof ShareHolding

2018-2019

Percentageof ShareHolding

2017-2018

The position of shareholders as on June 30 2019 is as follows

STxL Annual Report 2018-201966

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

14 DEFERRED TAX LIABILITY TK 279327185

Opening Balance 222054637 203277250Deferred tax Liabilities 57272548 18777387Closing Balance Tk 279327185 222054637

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

A) Deferred Tax Liability is Arrived at as Follows Carrying Value of Depreciable Fixed Assets 5332662371 3692397786Less Tax Base Carrying Value (3470481142) (2212033539)Taxable Temporary Difference 1862181229 1480364247Tax Rate 1500 1500Closing Deferred Tax Liability 279327185 222054637Less Opening Deferred Tax Liability (222054637) (203277250)Deferred Tax (Income) Expense 57272548 18777387

15 SHORT TERM BANK LOAN (SECURED) TK 3370859633Bank Overdraft 72936 5569544Revolving Loan 800000000 - Loan ag Export Bill Discount 616960527 -LC Liabilities 1953826170 3411118217 3370859633 3416687761

These short term loans are secured against hypothecation of Stock and Accounts Receivable 16 CREDITORS amp OTHER PAYABLES TK 71576651

Creditors amp Other Payables 71576651 131402995 71576651 131402995

This represents amount payable to regular suppliers of packing materials utilities and other services rendered to the company All suppliers were paid on a regular basis

17 LIABILITIES FOR OTHER FINANCE TK 145174138 This is made up of the followings Retention Money 305299 1781837WPPF amp Other Fund 23608002 27128907Provision for Gratuity 34989040 -Others 86271797 107713206 145174138 13662395018 SHORT TERM LOAN TK 2168788505

Loan from Square Pharma Ltd 2168788505 1385741 2168788505 138574119 PROVISION FOR INCOME TAX TK 78908344 Opening Balance 182323262 368938056Adjustment with Advance Tax (163311686) (250943247)Current Year Provision 59896768 64328453Closing Balance 78908344 182323262

Tk

Tk

Tk

Tk

Tk

STxLAnnual Report 2018-2019 67

Particulars June 302018Taka

June 302019Taka

212 PACKING MATERIAL CONSUMED TK 101236647 This is arrived as follows Opening Stock 13842823 12055558 Purchase during the Year 106939166 87061457 Available for Production 120781989 99117015Closing Stock (19545342) (13842823) Packing Material Consumed Tk 101236647 85274192

21 COST OF GOODS SOLD TK 9425402349 This is arrived as follows Raw Materials Consumed (Note-211) 7070621165 6171179917Packing Materials Consumed (Note-212) 101236647 85274192 Factory Overhead (Note- 213) 2356256287 2221310872Cost of Goods Manufactured 9528114099 8477764981Work-In-Process (Opening) 73007237 86734976Work-In-Process (Closing) (158585990) (73007237)Cost of Production 9442535346 8491492720Finished Goods (Opening) 193560442 145342932Finished Goods (Closing) (210693439) (193560442) Cost of Goods Sold Tk 9425402349 8443275210

211 RAW MATERIAL CONSUMED Tk 7070621165

This is arrived as follows In Quantity(KG) Opening Stock 7070326 6531416Purchase during the year 51265791 35080079Raw Materials Available for Consumption 58336117 41611495Closing Stock (15154635) (7070326)Raw Materials Consumed 43181482 34541169

In Taka Opening Stock 1316945017 1244686448Purchase during the year 8099519171 6243438486Raw Materials Available for Consumption 9416464188 7488124934Closing Stock (2345843023) (1316945017)Raw Materials Consumed 7070621165 6171179917

Kg

Tk

20 SALES TK 10562041464 Sales Comprises the following In Quantity(KG) Opening Stock 808992 666112Production during the Year 39856706 31481902Available for Sale 40665698 32148014Closing Stock (840909) (808992)Sales during the year Kg 39824789 31339022(To be accounted for as follows) Sales Accounted as followsIn Quantity(KG) Export Sale of Yarns 39824789 31339022 Kg 39824789 31339022In Taka Export Sale of Yarns 10562041464 9411869563 10562041464 9411869563

STxL Annual Report 2018-201968

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

22 ADMINISTRATIVE OVERHEAD TK 278901489

Salary and Allowances 127661897 141801588Directors Remuneration 39316356 35765796Travelling amp Conveyance 875255 930008Overseas Travelling 55286736 51503344Recruitment amp Training Expenses 498034 548760Head Office Employees Free Lunch 1472058 1778361Uniform amp Liveries 170150 168681Printing Expenses 476287 379397Stationery Expenses 142076 634027Software amp Hardware Support Expenses 2679046 2847923Postage Telephone Fax amp Telex 452586 407523Electricity Gas amp Water 3577711 2951569Office Consumable Expense 2484432 3200268Rental Expenses 13212862 11635064Vehicles Running amp Maintenance 10380545 13418692Medical Expenses 792936 485121Group Insurance 455249 427134Bank Charges amp Commission 3399622 1278364Fees amp Subscription 9893562 12610740Security Service 463185 537654Govt Tax Stamp Duty amp Licence Fees 3046677 1015306Annual General Meeting Expenses 1390277 1536628Audit Fees 773950 417910Total 278901489 286279858

a) Audit Fees represent auditors remuneration for audit of the Companys Financial Statementsfor the Year ended

213 FACTORY OVERHEAD TK 2356256287 Factory Wages Salary amp Allowances 858697343 721061616Travelling amp Conveyance 303860 168814Overseas Travelling 430311 82096Recruitment amp Training Expenses 107340 60669Printing Expenses 289027 257551Stationery Expenses 1743673 1556240Software amp Hardware Support Expenses 2817058 3358793Production Workers Free Lunch 3921416 4370361Uniform amp Liveries 363556 256197Fuel Petrol Light Diesel etc 58514173 137707049Electricity Gas amp Water 625396587 606226179Factory Consumable Expense 52190712 63676776Medical Expenses 1404636 815060Repairs amp Maintenance of Vehicles 15119637 16962558Papers Books and Periodicals 62070 22790Industrial All Risk Insurance Premium 18468167 12565314Postage Telephone Fax amp Telex 352700 219889GovtTax VAT amp License Fees 3566683 3668859Security Services 18619132 19165867Spare Parts - Machinery 191323654 218588963Group Insurance 1310962 1269395Depreciation (Schedule-1) 501253590 409249836Total 2356256287 2221310872

STxLAnnual Report 2018-2019 69

Particulars June 302018Taka

June 302019Taka

24 FINANCE COST TK 280059922This is arrived as follows Interest on Short Term Loan 280059922 107733800 Tk 280059922 107733800 Interest expenses is derived from short-term loan and is recognized on an accrual basisThe finance cost includes no interest on any sort of borrowing from directors including managing director and managers

25 ALLOCATION FOR WPPF amp WF Tk 27376576 27128907

This represents 5 of Net Income before Tax after charging the allocation as per provisions of the Labour Law 2016

26 PROVISION FOR INCOME TAX Tk 59896768 64328453

This represents estimated Income Tax on Net Profit for the year and adjustment any shortexcess provision for prior years

27 PROVISION FOR DEFERRED TAX Tk 57272548 18777387

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

28 EARNING PER SHARE (EPS) The Computation is given below

Earning attributable to Ordinary Sharesincluding other income 429023969 457055483Number of Ordinary shares 197252000 197252000 Earnings Per Share 218 232

281 NET ASSET VALUE (NAV) PER SHARE

The Computation is given below

Equity Attributable to the Owners of the Company 7498757447 7444414383Number of Ordinary shares 197252000 197252000 Net Asset Value (NAV) Per Share 3802 3774

23 SELLING amp DISTRIBUTION OVERHEAD TK 15559867 This is arrived as follows Export Sale Expenses 11161969 8229821Loading amp Unloading 4397898 1825721Total Tk 15559867 10055542

STxL Annual Report 2018-201970

Particulars June 302018Taka

June 302019Taka

282 NET OPERATING CASH FLOWS PER SHARE (NOCFPS) The Computation is given below

Net Cash Generated (Used in) from Operating Activities (666727093) 52667706Number of Ordinary shares 197252000 197252000

Net Operating Cash flows per Share (NOCFPS) (338) 027

283 RECONCILIATION OF NET PROFIT WITH CASH FLOWS FROM OPERATING ACTIVITIES

The Computation is given below

Profit After Tax 429023969 457055483 Adjustment to reconcile net profit to net cashprovided by operating activities

Non-cash Expenses 558526138 428027223Depreciation 501253590 409249836Deferred Tax 57272548 18777387

Non-Operating Items 42093017 2400194Interest Expenses (Income) on Sister Company Loan 41829193 1068503Net effect of foreign currency translation (2111603) (1085122)Profit Ratio of Non controlling Interest 1338236 2416813Adjustment of Non controlling Interest 1037191 - Changes in working Capital (1696370217) (834815194)(Increase)Decrease in Inventories (991270113) (153594840)(Increase)Decrease in Accounts Receivable (717483376) (606384362)(Increase)Decrease in Advances Deposits amp Prepayments 167074346 126066301Increase(Decrease) in Creditors amp Other Payables (59826344) 14323924Increase(Decrease) in Liabilities for Others Finance 8550188 (28611423)Increase(Decrease) in Income Tax Payable (103414918) (186614794) Net Cash Generated (Used in) from Operating Activities (666727093) 52667706

STxLAnnual Report 2018-2019 71

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

STxL Annual Report 2018-201972

Prop

erty

Pla

nt a

nd E

quip

men

t - T

k 6

013

100

252

Sche

dule

-01

C O

S T

D E P

R E

C I A

T I O

N

Durin

g the

Per

iod

Durin

g the

Per

iod

PART

ICUL

ARS

Bala

nce

as at

July

01 2

018

Bala

nce a

s at

June

30 2

019

Writt

enDo

wn V

alue

as at

June

30

2019

Bala

nce

as at

July

01 2

018

Bala

nce a

s at

June

30 2

019

Addi

tions

Sale

sOb

sole

tes

Cha

rged

Adj

ustm

ents

SQU

ARE

TEX

TILE

S LI

MIT

EDCo

nsol

idat

ed S

ched

ule

of P

rope

rty

Pla

nt a

nd E

quip

men

t

As

at Ju

ne 3

0 2

019

As

at Ju

ne 3

0 2

018

88

130

798

42 2

160

369

578

(230

522

431

) 1

074

292

698

9 44

437

961

75 5

012

535

90 (2

152

230

28)

47

298

267

37 6

013

100

252

676

885

881

9

472

788

12

474

427

325

2

384

768

8 6

088

776

531

3

117

910

2

564

086

46

49

145

684

188

592

441

1

614

917

1 1

592

141

4 4

593

161

-

5

347

200

6 5

050

800

1

316

308

4

293

919

3

802

145

35

520

00

319

673

629

2

148

335

-

1

669

654

628

1

580

827

5 7

981

379

7 -

27

947

933

26

677

70

86

853

25

276

511

2

300

000

1

215

646

-

1

233

082

5

600

00

24

832

647

680

437

881

1

266

952

441

4

765

756

60

23

847

688

75

442

557

10

18

926

185

336

222

443

4

914

568

4 2

003

253

74

18

684

959

24

606

739

48

696

72

23

000

00

54

687

652

50

508

00

25

493

90

48

539

19

28

634

792

-

42

437

013

22

918

544

742

395

3

728

576

57

276

580

2

210

007

5 2

454

096

2

806

484

9 1

762

281

5

809

31

625

432

5

476

2 2

680

183

1

743

58

238

941

3

919

65

28

935

28

-

454

329

005

2

201

213

10

22

610

362

36

038

969

64

26

315

15

202

678

029

2

706

266

2 1

294

293

13

13

798

877

14

630

980

38

926

57

54

762

19

586

160

39

488

52

14

873

52

39

058

71

57

620

66

680

437

881

8

126

234

36

256

454

350

1

237

326

3

940

358

746

1

629

467

0 1

335

444

14

22

083

022

70

896

061

48

860

82

99

757

59

977

015

2

245

238

3

510

149

2 1

101

948

1

062

038

9

480

48

22

872

726

- -

-

-

(203

264

442

) -

-

-

(1

182

660

4) (1

319

82)

-

-

-

-

-

-

-

-

-

411

891

992

1

972

027

66

21

867

967

34

343

037

49

23

549

35

180

577

954

2

460

856

6 1

131

910

68

12

168

578

14

050

049

32

672

25

-

16

905

977

37

744

94

12

484

11

35

139

06

28

685

38

- -

-

-

(214

175

449

) -

-

-

(1

621

500

0) (1

319

82)

-

-

-

-

-

-

-

-

85

619

460

86

265

969

327

(1

483

557

1) 8

813

079

842

4

047

294

966

409

249

836

(12

748

627)

44

437

961

75 4

369

283

667

Land

amp La

nd D

evel

opm

ent

Build

ing-

Fact

ory amp

Util

ityBu

ildin

g-Ot

hers

Shed

sPl

ant amp

Mac

hine

ryLa

bora

tory

Equi

pmen

tEle

ctric

al In

stall

ation

Gas L

ine

Inst

allati

onM

otor

Veh

icles

Office

Equi

pmen

tFu

rnitu

re amp

Fixt

ure

Com

pute

rSo

ftwar

eBo

unda

ry W

allDe

ep Tu

be-W

ell

Safe

ty amp

Secu

rity E

quipm

ent

Commu

nicatio

n and

Netwo

rk Equi

pment

Othe

r Ass

ets

Financial Statement 2018-2019

Statement of Financial Position - 74

Statement of Profit or Loss and other Comprehensive Income - 75 Statement of Changes in Equity - 76 Statement of Cash Flows - 77 Basis of Preparation and Presentation - 78 Application of IAS - 78 Employees Benefit Plan - 80 Financial Risk Management - 81 Related Party Transaction - 82 Property Plants and Equipment - 95

Square Texti les Ltd

Standalone

Standalone

SQUARE TEXTILES LIMITEDStatement of Financial PositionAs at June 30 2019

ASSETS

Non-Current Assets 6557711203 4994687046Property Plant amp Equipment- Carrying Value 04 5374733212 3001819096Capital Work In Progress 05 693644112 1408534071Investment - Long Term (At Cost) 06 489333879 584333879

Current Assets 6396837207 4430793243Inventories 07 2821819716 1478552169Accounts Receivable 08 2993583494 1999834667Advances Deposits amp Prepayments 09 264470342 391186509Short Term Loan 10 161617019 123843099Cash amp Cash Equivalents 11 155346636 437376799

TOTAL ASSETS 12954548410 9425480289

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 7224422027 5386033532Share Capital 12 1972520000 1878590480Retained Earnings 13 5251902027 3507443052

Non-Current Liabilities 235701174 128579505 Deferred Tax Liability 14 235701174 128579505

Current Liabilities amp Provisions 5494425209 3910867252Short Term Bank Loan (Secured) 15 3055112511 2897754665Creditors amp Others Payable 16 64229574 79467584Liabilities for Other Finance 17 135543502 116974941Short Term Loan 18 2168788505 724638161Provision for Income Tax 19 70751117 92031901

TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 12954548410 9425480289

Net Asset Value Per Share (Restated) 3663 2731

STxL Annual Report 2018-201974

Particulars Note June 302018Taka

June 302019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Standalone

SQUARE TEXTILES LIMITEDStatement of Profit or Loss and other Comprehensive IncomeFor the Year Ended June 30 2019

SALES REVENUE 20 8896244091 6367124698

Cost of Goods Sold 21 (7944893270) (5695595049)

GROSS PROFIT 951350821 671529649

Administrative Expenses 22 (241149856) (221509044)

Selling and Distribution Expenses 23 (12351542) (5834014)

PROFIT FROM OPERATIONS 697849423 444186591

Finance Cost 24 (254157870) (86090059)

Non-Operating Income 25 14014592 7350278

PROFIT BEFORE WPPF amp WF 457706145 365446810

Allocation for WPPF amp WF 26 (21795531) (17402229)

PROFIT BEFORE TAX 435910614 348044581

Provision for Tax (Current) 27 (35860653) (38200677)

Provision for Tax (Deferred) (53587981) (18929976)

PROFIT AFTER TAX FOR THE YEAR 346461980 290913928

(Transferred to the Statement of Changes Equity)

Earning Per Share (EPS)-Restated 28 176 147

STxLAnnual Report 2018-2019 75

Particulars Notes 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

SQUARE TEXTILES LIMITED

Statement of Changes in EquityFor the Year Ended June 30 2019

Tk

Particulars

For the Year Ended June 30 2018

Standalone

Share Retained Total Capital Earnings

Balance as at June 30 2017 1789133790 3663812572 5452946362

Net Profit for the Year ended June 30 2018 - 290913928 290913928

Cash Dividend for the Year 2016-17 - (357826758) (357826758)

Stock Dividend for the Year 2016-17 89456690 (89456690) -

Balance As at June 30 2018 1878590480 3507443052 5386033532 Tk

Particulars

1878590480

-

-

93929520

-

1972520000

3507443052

346461980

(375718096)

(93929520)

1867644611

5251902027

5386033532

346461980

(375718096)

-

1867644611

7224422027

Balance as at June 30 2018

Net Profit for the Year Ended June 30 2019

Cash Dividend for 2017-18

Stock Dividend for 2017-18

Balance from Amalgamation of SQUARE Yarns Ltd

Balance As at June 30 2019

ShareCapital

RetainedEarnings Total

STxL Annual Report 2018-201976

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

SQUARE TEXTILES LIMITEDStatement of Cash FlowsFor the Year Ended June 30 2019

CASH FLOWS FROM OPERATING ACTIVITIES RECEIPTS Receipts from Sales Revenue 8164635258 5711888809Exchange Fluctuation Gain (Realization from Transection) 5569550 2793756 Receipts from Other Income 1928212 523971Total Receipts 8172133020 5715206536 PAYMENTS Payments to Suppliers (6883680753) (4333405344) Paid for Operating and Non-operating Expenses (1710317564) (1569169828) Interest Expenses (214195591) (60997318) Income Tax (50318547) (43108098) Total Payments (8858512455) (6006680588) Net Cash Generated (Used in) from Operating Activities (686379435) (291474052) CASH FLOW FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant amp Equipment (1423584303) (1341726034)Paid for Non controlling Interest for Merger of SYL (9287050) - Net Cash Generated (Used in) from Investing Activities (1432871353) (1341726034)

CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (29219532) 1367067706Short Term Loan from (To) Sister Company 2176613443 687639278Payment of Dividend (375718096) (357826758)

Net Cash Generated (Used in) from Financing Activities 1771675815 1696880226 Increase (Decrease) in Cash amp Cash Equivalents (347574973) 63680140Net effect of foreign currency translation 1834630 613204Opening Cash amp Cash Equivalents 437376799 373083455Cash Balance of SYL from Merger 63710180 - CLOSING CASH amp CASH EQUIVALENTS Tk 155346636 437376799

Net Operating Cash flows per Share (Restated) (348) (148)

Standalone

STxLAnnual Report 2018-2019 77

Particulars 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Standalone

SQUARE TEXTILES LIMITEDSQUARE TEXTILES LIMITEDNotes to the Separate Financial StatementsAs at and for the year ended June 30 2019

1ESTABLISHMENT AND OPERATIONS

11 LEGAL FORM OF THE ENTERPRISES

Square Textiles Limited (Here in after said as the company) is a public limited company incorporated with the Registrar of Joint Stock Companies and Firms Dhaka Bangladesh under Companies Act 1913 The principal activities of the company are described in notes 13

12 ADDRESS OF REGISTERED OFFICE AND FACTORY OF THE COMPANY

The address of the registered office at Square Centre 48 Mohakhali CA Dhaka -1212 Factory at Saradaganj Kashimpur Gazipur and Olipur Habiganj

13 NATURE OF BUSINESS

The company owns Five (5) units of spinning mills and a twisting mill Its activities and operations are related with manufacturing and marketing of Yarns

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATERIAL INFORMATION

21 STATEMENT OF COMPLIANCE

The financial statements have been prepared in conformity with the provisions of the Companies Act 1994 The Securities and Exchanges Rules 1987 and other relevant rules and regulations

22 BASIS OF PREPARATION

The financial statements have been prepared in accordance with the going concern principle and historical cost convention The significant accounting policies are set out below

23 STATEMENT ON COMPLIANCE OF INTERNATIONAL ACCOUNTING STANDARDS

The following IASs and IFRSs are applicable for the financial statements for the year under review

IAS 1 Presentation of Financial StatementsIAS 2 InventoriesIAS 7 Statement of Cash FlowsIAS 8 Accounting Policies Changes in Accounting Estimates and ErrorsIAS 10 Events after the Reporting PeriodIAS 12 Income TaxesIAS 16 Property Plant and EquipmentIAS 19 Employee BenefitsIAS 21 The Effects of Changes in Foreign Exchange RatesIAS 23 Borrowing CostsIAS 24 Related Party DisclosuresIAS 33 Earnings per ShareIAS 34 Interim Financial ReportingIAS 36 Impairment of Assets IAS 37 Provisions Contingent Liabilities and Contingent AssetsIFRS 3 Business Combination IFRS 5 Non-Current Assets Held for Sale amp Discontinued OperationsIFRS 7 Financial Instruments DisclosureIFRS 8 Operating SegmentsIFRS 12 Disclosures of interests in Other EntitiesIFRS 15 Revenue from Contracts with CustomersIFRS 16 Leases

STxL Annual Report 2018-201978

Standalone

24 GOING CONCERN

As per IAS-1 a company is required to make assessment at the end of each year to assess its capability to continue as going concern The 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 liabilities For this reason the Directors continue to adopt the going concern assumption while the financial statements have been prepared

25 ACCRUAL BASIS

The financial statements have been prepared except cash flow information using the accrual basis ofaccounting

26 STRUCTURE CONTENTS AND PRESENTATION OF FINANCIAL STATEMENTS

The presentation of the financial statements is in accordance with the guidelines provided by IAS-1 lsquorsquoPresentation of Financial Statementsrdquo A complete set of financial statements comprise

i) Statement of Financial Position as at June 30 2019ii) Statement of Profit or Loss and other Comprehensive Income for the year ended June 30 2019iii) Statement of Changes in Equity for the year ended June 30 2019iv) Statement of Cash Flows for the year ended June 30 2019 andv) Notes comprising a summary of significant accounting policies and other explanatory information to the Financial Statements for the year ended June 30 2019

27 STATEMENT OF CASH FLOWS

The Statement of Cash Flows is prepared using the direct method as stipulated in International Accounting Standards IAS-7 ldquoStatement of Cash Flowsrdquo

30 PROPERTY PLANT AND EQUIPMENT

As per IAS-16 Property Plant and Equipment are stated at their historical cost less accumulated depreciation No depreciation has been charged on the Freehold Land and on the Capital work in progress Depreciation is charged on all other assets on straight-line method Depreciation of an asset begins when it is available for use ie 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 ceases at the earlier of the date that the asset is classified as held for sale (or included in a disposal group that is classified as held for sale) in accordance with IFRS 5 and the date that the assets are derecognized

Depreciation is computed on the straight-line basis over the estimated useful lives as follows

Factory Building and other Construction

Plant amp Machinery

Laboratory amp other Equipment

Furniture amp Fixture

Motor Vehicles

Electrical Installation

Particulars Useful Life(Years)

20

10-15

5-8

5-8

5

5-8

STxLAnnual Report 2018-2019 79

Standalone

31 IMPAIRMENT OF ASSET

As per IAS-36 Revenue and Profitability of the company is Consistent and net worth of the company is growing every year that indicates our assets are performing at their highest as per our intended procurement and the summation of the discounted future cash flow from the operation of the assets would be positive if we dispose off those assets at the date of financial reporting But presently we have no intension to dispose off these assets As such we did not consider to recording the impairment lossgain

32 INVENTORIES

As per IAS-2 Inventories comprises of Raw Materials Raw Materials in transit Packing Materials Work in Progress Finished Goods Comber Noil and Spare amp Spare Parts in transit Inventories are valued at the lower of cost and net realizable value Cost comprises invoice value plus applicable handling charges Net realizable value is based on estimated selling price less estimated cost to completion and selling expenses

33 EMPLOYEESrsquo SEPARATION PLAN

Provident Fund

The company has established an approved contributory provident fund scheme A board of trustees wholly administers the fund No part of the fund is included in the asset of the group

Gratuity Fund

The Company operates an unfunded gratuity scheme The Company has applied for recognition of the gratuity fund from National Board of Revenue (NBR)

Group Insurance

The group has two group insurance schemes for its permanent employees premium for which is being charged to statement of comprehensive Income

Workerrsquos Profit amp Participation Fund

The company makes a regular allocation of 5 on net profit before tax to these funds and payment is made to the workerrsquos as per provision of Labor Law 2006 chapter-15

34 REVENUE RECOGNITION

As per IFRS-15 Revenue is recognized as control is passed either over time or at a point in time An entity recognizes revenue over time if one of the following criteria is met the customer simultaneously receives and consumes all of the benefits provided by the entity as the entity performs the entityrsquos performance creates or enhances an asset that the customer controls as the asset is created or the entityrsquos performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date

Income refers to increases in economic benefits during the accounting period in the form of inflows or enhancements of assets or decreases of liabilities that result in an increase in equity other than those relating to contributions from equity participants

35 OTHER INCOME

It is recognized when received

36 FOREIGN CURRENCY TRANSACTIONS

As per IAS-21 Transactions in Foreign Currencies are translated into BDT at the rate of exchange ruling on date of transaction Monetary assets and liabilities expressed in foreign currencies are translated into BDT at the rate of exchange ruling at the date of Statement of Financial position

37 BORROWING COSTS

As per IAS-23 Borrowing costs are recognized as expenses in the period in which they incurred and capitalized the same that incurred before commencement of commercial operation

STxL Annual Report 2018-201980

Standalone

38 FINANCIAL INSTRUMENTS

As per IFRS-7 Financial assets and liabilities are recognized on the Statement of Financial Position when the company has become a party to a contractual provision of the instrument

Receivables

Trade Receivables are stated at their nominal value and considered good No provision has been made for doubtful debt and no amount was written off as bad

Payables

Trade Payables are stated at their nominal value

Due to Due from related parties

Due to Due from related parties are stated at nominal value

Borrowings

Interest bearing bank loans and overdrafts are recorded at the proceeds received net of direct issue costs Finance charges are accounted for on an accrual basis

Financial Risk Management

The company has exposures to the following risks its use of financial statements

bull Credit riskbull Liquidity riskbull Market risk

The Board of Directors has overall responsibility for the establishment and oversight of the companyrsquos risk management framework The Board oversees how management monitors compliance with risk management policies and procedures and reviews the adequacy of the risk management framework in relation to risks faced by the group The Board is assisted in its oversight role by Audit Committee Internal audit under the purview of Audit Committee undertakes both regular and adhoc reviews of risk management controls and procedures the results of which are reported to the Audit Committee

Credit Risk

Credit risk is the risk of financial loss to the Company if a buyer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Companys receivable from customers and investment securities The Companys sales are made to renowned RMG Exporting Company Sales made to the entity are fully secured by Letters of Credit issued by local scheduled banks

Liquidity Risk

Liquidity risk is the risk that the Company will unable to meet its financial obligations as they fall due The Companys 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 Companys reputation In general 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 liquidityfund to make the expected payment within due date Moreover the Company seeks to maintain short term lines of credit with scheduled commercial banks to ensure payment of obligations in the event that there is insufficient cash to make the required payment

The requirement is determined in advance through cash flows projections and credit lines facilities with banks are negotiated accordingly

Seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

STxLAnnual Report 2018-2019 81

Standalone

Market Risk

Market Risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the Companys income or the value of its holding of financial instruments The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return

Capital Risk Management

The Companyrsquos objectives when managing capital are to safeguard the Companyrsquos ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Money Laundering

The company considers prevention of money laundering risk not only as a compliance requirement imposed by the law of the country but also as one of its ethical business values

39 LEASE

As per IFRS-16 The entity has no lease So there will be no implication regarding IFRS 16 in this financial year

310 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprises cash in hand bank currents accounts other bank deposits free of encumbrance and having maturity dates of three months or less from respective dates of deposit

311 TAXATION

Income tax expense represents the sum of the tax currently payable and deferred tax

Current Tax

The tax currently payable is based on taxable profit for the year Taxable profit differs from profit as reported in the statement of Comprehensive Income because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible in other years and it further excludes items that are never taxable or deductible The companyrsquos liability for current tax is calculated using tax rates that have been enacted on date of Statement of Financial Position

Deferred Tax

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the balance sheet liability method Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized based on tax rates (and tax laws) that have been enacted by the date of Statement of Financial Position

312 CONTINGENT LIABILITIES AND ASSETS

Current or possible obligations or assets arising from past events and whose existence is due to the occurrence or non-occurrence of one or more uncertain events which are not within the control of the company

313 RELATED PARTY TRANSACTION

The company has some related party transactions in arm length transactions with its sister concern

STxL Annual Report 2018-201982

Standalone

314 MERGED WITH SQUARE YEARNS LIMITED

As the project of Square Yarns Limited (SYL) is located within the premises of Square Textiles Limited (STxL) at Saradaganj Kashimpur Gazipur the separated operations of various aspects of SYL is a complex one Since STxL holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Board of Directors have recommended for amalgamation under provision of section 228 amp 229 of the Companies Act 1994

The process of merger

After approval of Board of Directors and consent of minority shareholders the Honrsquoble High Court Division of the Supreme Court of Bangladesh has sanctioned the scheme of amalgamation of Square Yarns Ltd (SYL) share with Square Textiles Ltd (STxL) on 29th October 2018 The merger has been executed with effect from January 01 2019

Purchase consideration

Square Textiles Limited holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Compensation of the minority shareholders is based on cash at a book value of shares as on 30 June 2017 subject to approval by the Court of Jurisdiction Honrsquoble High Court Division of the Supreme Court of Bangladesh

IFRS Followed for the Business Combination

IFRS-3 (Business Combinations) is mainly followed for the amalgamation of Square Yarns Ltd with Square Textiles Ltd on the basis of equity

AS per paragraph 5 of IFRS-3 ldquoApplying the acquisition method requires

(a) Identify the acquirer(b) Determining the acquisition date(c) Recognizing and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquire and(d) Recognizing and measuring goodwill or a gain from a bargain purchaserdquo

315 SEGMENT REPORTING

As per IFRS-8 As there is a single business and geographic segment within which the company operates as such no segment reporting is felt necessary

316 EARNINGS PER SHARE

As per IAS-33 Basis Earning per Share (EPS) has been computed dividing the earnings attributable to the weighted average number of the ordinary shares during the period

317 COMPARATIVE FIGURE

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 years financial statements Previous year comparative information of the Statement of Profit or Loss and other Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows are presented as unaudited

318 FINANCIAL YEAR

For this year financial year means July 01 2018 to June 30 2019

319 EVENTS AFTER THE REPORTING PERIOD

As per IAS-10 ldquoEvents after the Reporting Periodrdquo are those events favorable and unfavorable that occur between the end of the reporting period and the date when the financial statements are authorized for issue There are no events after the end of the reporting period

320 GENERAL

Figures have been rounded off to the nearest taka as it the reporting currency of these financials

STxLAnnual Report 2018-2019 83

4 PROPERTY PLANT amp EQUIPMENT TK 5374733212

Details of Property Plant amp Equipment and Depreciation as at June 30 2019 are shown in the annexed schedule-02 Depreciation for the year charged to Factory Overhead (Note-213) The break-up of the balances are depicted below

Fixed Assets at Cost Opening Balance 5985889409 5808792102Balance of SYL after Merger 1825727192 -Addition during the Year 2142853713 183407307Sale Obsolete during the Year (210214508) (6310000)Closing Balance(Cost) 9744255806 5985889409Accumulated Depreciation Opening Balance 2984070313 2750311205Balance of SYL after Merger 1205388269 -Charged during the Year 385899069 240069108Adjustment for saleObsolete (205835057) (6310000)Closing Balance 4369522594 2984070313Carrying Value 5374733212 3001819096

Tk

5 CAPITAL WORK IN PROGRESS TK 693644112 Opening Balance 1408534071 250215344 Addition during the Year 648499835 1339861443 Transfer to Property Plant amp Equipment (1363389794) (181542716) Closing Balance(Cost) 693644112 1408534071

The Capital work in progress includes Civil construction (Tk 265571949) Plant and Machinery (Tk 1024773048) and other Assets (Tk 73044797) This year it has been transferred to Non-current assets is completed and ready for use as per management intention

6 INVESTMENT- LONG TERM (AT COST) TK 489333879

This represents investments in shares of Square Yarns Ltd amp Square Texcom Ltd

a) Investment in Share of Square Yarns Limited - 95000000(950000 Shares of Tk 100 each)

b) Investment in Shares of Square Texcom Limited 65783760 65783760 (95000 Shares of Tk 100 each) c) Advanvce against Share Money Deposit of Square Texcom Limited 423550119 423550119 (95000 Shares of Tk 100 each) 489333879 584333879

1) Square Yarns Limited a Private limited company incorporated under Companies Act 1994 has Merged with Square Textiles Ltd from January 01 2019

2) Square Texcom Limited a private limited company incorporated under Companies Act 1994 a

Tk

STxL Annual Report 2018-201984

Tk

Particulars June 302018Taka

June 302019Taka

Notes Standalone

7 INVENTORIES TK 2821819716 Stocks of Raw Materials 2587607181 1267037971

Raw Materials 2157356247 987719563Raw Materials In Transit 95897741 77114929Packing Materials 17022366 10534616Work - in - process 118430636 42694518Finished Goods 198900191 148974345 Stocks of Spares 234212535 211514198

Spares at Store 227623673 194217841 Spares in Transit 6588862 17296357 Tk 2821819716 1478552169

The basis of valuation is stated in Note -32 carrying amount of inventories pledged as security 8 ACCOUNTS RECEIVABLE TK 2993583494

This represents invoice value of goods delivered to customer This is considered good and collectible

Aging of the above balance is as follows Below 60 days 1384809142 864286947 Within 61-120 days 1181647848 902795356 Above 120 days 427126504 232752364 Tk 2993583494 1999834667

a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person b) The carrying amount of Trade Debtors pledged as security c) Accounts Receivable is secured considered as good and is falling due within one year Classification schedule as required by Schedule XI of Companies Act 1994

9 ADVANCES DEPOSITS amp PREPAYMENTS TK 264470342

This is made up of the followings Advances 193246899 334833685

Income Tax 43637491 125021010Salary amp PF Current account 1181000 1995000 Other Expenses 17173605 14458064 Suppliers amp Contractor 131254803 193359611

Deposits 71223443 56352824 Security Deposit 63127583 49539729

Margin of Bank Guarantee 8095860 6813095 Tk 264470342 391186509

(a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person (b) There was no amount was due by the associated undertaking (c) The advances amp deposits considered good amp recoverable 10 SHORT TERM LOAN TK 161617019

Loan To Square Texcom Limited 161617019 123843099 Short Term Loan Given 161617019 123843099

The above amount is unsecured but considered good and bears interest 1 above the commercial Banks interest rate

STxLAnnual Report 2018-2019 85

Particulars June 302018Taka

June 302019Taka

12SHARE CAPITAL TK 1972520000

This is made up of the followingsAuthorized300000000 Ordinary Shares of Tk 1000 each 3000000000 3000000000

Issued Subscribed and Paid upOpening Balance 1878590480 1789133790Bonus Share Issued 93929520 89456690(9392952 Ordinary Shares of Tk 1000 each fully Paid up) 1972520000 1878590480

11 CASH amp CASH EQUIVALENTS TK 155346636

This is made up of the followings Cash in Hand 4717640 5619110 Cash at Bank 150628996 431757689 Tk 155346636 437376799

Foreign currency account balances have been converted to Taka at the ruling rate at the reporting date

Shareholders Group Number of Investors Number of Shares

SponsorsDirectors 7 121959707 62 62Foreigners 5 6572330 3 6 Institutions 238 41857739 21 19 General Public 17194 26862224 14 13Total 17444 197252100 100 100

Percentageof ShareHolding

2018-2019

Percentageof ShareHolding

2017-2018

Distribution schedule of each class of equity security setting out the number of holders and percentage as on June 30 2019

The position of shareholders as on June 30 2019 is as follows

Less than 500 shares500 to 5000 shares5001 to 10000 shares10001 to 20000 shares20001 to 30000 shares30001 to 40000 shares40001 to 50000 shares50001 to 100000 shares100001 to 1000000 sharesOver 1000000 shares

As per FolioNo of holders Holdings No of holders Holdings

Range of Holdings As per BO ID Total shareHolding In

Total

1081471 6162011 3060520 3543547 1871659 1468145

898718 3076833

14476740 94723423

130363067

1387525 6467477 3119367 3601999 1926137

1533907 1039509 3416526

16907255 157852298 197252000

070328158183098078053173857

800310000

306054 305466

58847 58452 54478 65762

140791 339693

2430515 63128875 66888933

89703762

439255

784320455211

13675

3464268

84223459

3769

Tk

STxL Annual Report 2018-201986

Particulars June 302018Taka

June 302019Taka

Notes Standalone

13 RETAINED EARNINGS TK 5251902027Opening Balance 3507443052 3663812572Add Net income during the Year 346461980 290913928Less Cash Dividend paid during the Year (375718096) (357826758)Less Appropriation for stock dividend during the Year (93929520) (89456690)Add Balance from Amalgamation of SQUARE Yarns Ltd 1867644611 - 5251902027 350744305214 DEFERRED TAX LIABILITY TK 235701174 Opening Balance 128579505 109649529Deferred Tax Liabilities of SYL after Merger 53533688 -Deferred Tax Liabilities 53587981 18929976Closing Balance 235701174 128579505

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

a) Deferred Tax Liability is arrived at as follows Carrying Value of Depreciable Fixed Assets 4734224195 2367972537Less Tax Base Carrying Value (3162883038) (1510775836)Taxable Temporary Difference 1571341157 857196701Tax Rate 1500 1500Closing Deferred Tax Liability 235701174 128579505Less Opening Deferred Tax Liability (128579505) (109649529)Less Deferred tax Liabilities of SYL after Merger (53533688) -Deferred Tax (Income) Expense 53587981 18929976

15 SHORT TERM BANK LOAN (SECURED) TK 3055112511 Bank Overdraft 15264 5569544Revolving Loan 800000000 - Loan ag Export Bill Discount 616960527 -Deferred LC Loan 1638136720 2892185121 3055112511 2897754665

These short term loans are secured against hypothecation of Stock and Accounts Receivable

16 CREDITORS amp OTHERS PAYABLE TK 64229574 Creditors amp Others Payable 64229574 79467584 64229574 79467584

This represents amount payable to regular suppliers of packing materials utilities and other services rendered to the company All suppliers were paid on a regular basis

17 LIABILITIES FOR OTHER FINANCE TK 135543502 Retention Money 238218 1714756WPPF amp Other Fund 21795531 17402229Provision for Gratuity 30026145 -Others 83483608 97857956 135543502 116974941

18 SHORT TERM LOAN TK 2168788505

This is made up as follows Loan From Sqaure Pharma Ltd 2168788505 1385741Loan from Square Yarns Ltd - 723252420Short Term Loan Received 2168788505 724638161

Tk

Tk

STxLAnnual Report 2018-2019 87

Particulars June 302018Taka

June 302019Taka

Kg

Kg

Kg

Tk

20 SALES TK 8896244091

Sales Comprises the following In Quantity (KG) Opening Stock 621995 451690Balance from Square Yarns Ltd after Merger 142535 -Production during the Year 33622604 22925478Available for Sale 34387134 23377168Closing Stock (778048) (621995)Sales during the year 33609086 22755173(To be accounted for as follows)

Sales Accounted as followsExport Sale of Yarns 33609086 22755173

In TakaExport Sale of Yarns 8896244091 6367124698 8896244091 6367124698

19 PROVISION FOR INCOME TAX TK 70751117

Opening Balance 92031901 182829429Provision for tax Liabilities of SYL after Merger 101744149 -Adjustment with Advance Tax (158885586) (128998205)Provision made for the period 35860653 38200677 Closing Balance 70751117 92031901 Tk

Tk

Tk

Kg

21 COST OF GOODS SOLD TK 7944893270

This is arrived as follows Raw Materials Consumed (Note-211) 6040169162 4139044400Packing Materials Consumed (Note-212) 85725202 60165053Factory Overhead (Note- 213) 1890941844 1532471751Cost of Goods Manufactured 8016836208 5731681204Work-In-Process (Opening) 42694518 59965200Balance from Square Yarns Ltd after Merger 21309456 -Work-In-Process (Closing) (118430636) (42694518)Cost of Production 7962409546 5748951886Finished Goods (Opening) 148974345 95617508Balance from Square Yarns Ltd after Merger 32409570 -Finished Goods (Closing) (198900191) (148974345)Cost of Goods Sold 7944893270 5695595049

211 RAW MATERIALS CONSUMED TK 6040169162This is arrived as follows In Quantity(KG) Opening Stock 5489560 4944183Balance from Square Yarns Ltd after Merger 1020315 -Purchase during the year 43559269 25293343Raw Materials Available for Consumption 50069144 30237526Closing Stock (13938950) (5489560)Raw Materials Consumed 36130194 24747966 In Taka Opening Stock 987719563 898396232Balance from Square Yarns Ltd after Merger 384898444 -Purchase during the year 6824907402 4228367731Raw Materials Available for Consumption 8197525409 5126763963Closing Stock (2157356247) (987719563)Raw Materials Consumed 6040169162 4139044400

STxL Annual Report 2018-201988

Particulars June 302018Taka

June 302019Taka

Notes Standalone

Tk

213 FACTORY OVERHEAD TK 1890941844

Factory Wages Salary amp Allowances 661387598 450721594Travelling amp Conveyance 207830 44614Overseas Travelling 430311 74089Recruitment amp Training Expenses 85417 54128Printing Expenses 212586 134378Stationery Expenses 1413673 1053633Software amp Hardware Support Expenses 2135815 2706564Production Workers Free Lunch 3415844 3015008Uniform amp Liveries 312376 196760Fuel Petrol Light Diesel etc 50462674 128243449Electricity Gas amp Water 542049700 482485291Factory Consumable Expense 38936851 38931107Medical Expenses 986078 546904Repairs amp Maintenance of Vehicles 12622607 13433252Papers Books and Periodicals 47430 14810Industrial All Risk Insurance Premium 12901183 8018556Postage Telephone Fax amp Telex 322295 172732GovtTax VAT amp License Fees 3028921 2265498Security Services 12022875 9480475Spare Parts - Machinery 161055120 150006480Group Insurance 1005591 803321Depreciation (Schedule-1) 385899069 240069108Total 1890941844 1532471751Tk

212 PACKING MATERIALS CONSUMED TK 85725202 This is arrived as follows Opening Stock 10534616 5547666Balance from Square Yarns Ltd after Merger 1571692 -Purchase during the Year 90641260 65152003Available for production 102747568 70699669Closing Stock (17022366) (10534616)Packing Materials Consumed 85725202 60165053

22 ADMINISTRATIVE OVERHEAD TK 241149856Salary and Allowances 103615094 108724229Directors Remuneration 39316356 35765796Travelling amp Conveyance 787255 742403Overseas Travelling 45579569 29503189Recruitment amp Training Expenses 498034 537760Head Office Employees Free Lunch 1420763 1704421Uniform amp Liveries 144862 127474Printing Expenses 457113 373937Stationery Expenses 141316 602440Software amp Hardware Support Expenses 2154485 1788846Postage Telephone Fax amp Telex 446807 401380Electricity Gas amp Water 3155391 2080483Office Consumable Expense 2205529 2733279Rental Expenses 13110862 9080468Vehicles Running amp Maintenance 9536650 12259975Medical Expenses 648382 364123Group Insurance 447475 396097Bank Charges amp Commission 3155465 607384Fees amp Subscription 9176769 10798087Security Service 463185 468840Govt Tax Stamp Duty amp Licence Fees 2757142 581295Annual General Meeting Expenses 1390277 1536628Audit Fees 541075 330510Total 241149856 221509044

a) Audit Fees represent auditors remuneration for audit of the Companys Financial Statements for the Year ended Tk

STxLAnnual Report 2018-2019 89

Particulars June 302018Taka

June 302019Taka

This is arrived as follows Export Sale Expenses 8793560 4852662Loading amp unloading 3557982 981352Total Tk 12351542 5834014

24 FINANCE COST TK 254157870 Interest on Short Term Loan 254157870 86090059 Tk 254157870 86090059

Interest expenses is derived from short-term loan and is recognized on an accrual basisThe finance cost includes no interest on any sort of borrowing from directors including managing director and managers

25 NON-OPERATING INCOME TK 14014592This is made up as follows Interest Income 5047362 3943318GainLoss on Disposal of Assets 1563049 -Forex Exchange Rate Fluctuation Gain (Loss) 7404181 3406960 14014592 7350278

26 ALLOCATION FOR WPPF amp WF TK 21795531

Tk 21795531 17402229

This represents 5 of Net Income before Tax after charging the allocation as per provisions of the Companies Profit under Labour Law 2016

27 PROVISION FOR INCOME TAX FOR THE YEAR TK 35860653

Tk 35860653 38200677

This represents estimated Income Tax on Net Income for the year and adjustment any shortexcess provision for prior years

28 EARNINGS PER SHARE (EPS)

The Computation is given below

Earning attributable to Ordinary Shares including other income 346461980 290913928Number of Ordinary shares 197252000 197252000Earnings Per Share (EPS) 176 147

Tk

23 SELLING amp DISTRIBUTION OVERHEAD TK 12351542

Tk

STxL Annual Report 2018-201990

Particulars June 302018Taka

June 302019Taka

Notes Standalone

2801 NET ASSET VALUE (NAV) PER SHARE The Computation is given below

Equity Attributable to the Owners of the Company 7224422027 5386033532Number of Ordinary shares 197252000 197252000

Net Asset Value (NAV) Per Share 3663 2731

2802 NET OPERATING CASH FLOWS PER SHARE (NOCFPS)

The Computation is given below Net Cash Generated (Used in) from Operating Activities (686379435) (291474052)Number of Ordinary shares 197252000 197252000 Net Operating Cash flows per Share (NOCFPS) (348) (148)

2803 RECONCILIATION OF NET PROFIT WITH CASH FLOWS FROM OPERATING ACTIVITIES

The Computation is given below Profit After Tax 346461980 290913928

ADJUSTMENT TO RECONCILE NET PROFIT TO NET CASH PROVIDED BY OPERATING ACTIVITIES

Non-cash Expenses 439487050 258999084Depreciation 385899069 240069108Deferred Tax 53587981 18929976 Non-Operating Items 38481232 (181591)Interest Expenses (Income) on Sister Company Loan 40315862 431613Net effect of foreign currency translation (1834630) (613204) Changes in working Capital (1510809697) (841205473)(Increase)Decrease in Inventories (791902028) (151858905)(Increase)Decrease in Accounts Receivable (731608833) (655235889)(Increase)Decrease in Advances Deposits amp Prepayments 172463124 74070702Increase(Decrease) in Creditors amp Others Payable (45062380) 14083073Increase(Decrease) in Liabilities for Other Finance 8325352 (31466926)Increase(Decrease) in Income Tax Payable (123024932) (90797528) Net Cash Generated (Used in) from Operating Activities (686379435) (291474052)

STxLAnnual Report 2018-2019 91

Particulars June 302018Taka

June 302019Taka

29 APPROPRIATION DURING THE YEAR

The appropriations for the year 2017-18 have been reflected in the Statement of Changes in Equity The Board of Directors proposed cash dividend of Tk 2 (Taka Two) only per share for the year 2018-19 It will be recognized as liability in the accounts as and when the proposal approved by the shareholders in the Annual General Meeting (AGM) The total amount of Proposed Cash Dividend for the year 2018-19 is calculated at Tk 394504000

30NUMBER OF EMPLOYEES

The Number of employees and expenses incurred for employees during the year as follows No of Employees Below Tk 7188000 pa - - Tk 7188000 and Above 3965 2427 3965 2427

Amount in Taka Below Tk 7188000 pa - -Tk 7188000 and Above 765002692 559445823 765002692 559445823

There is no SalaryWagesRemuneration below Tk5990- per month with wef May 2018

Tk

31 KEY MANAGEMENT PERSONNEL COMPENSATION

During the year the amount of compensation paid to Key Management Personnel including Board of Directors is as under (As para 17 of IAS 24)

Short Term Employee Benefits 105681755 102961001Post Employment Benefits 7380189 5544772Other Long Term Benefits - - Termination Benefits - - Share Based Payment -

32CAPITAL EXPENDITURE COMMITMENT Contract for capital expenditure are being executed by the Contractors and running bills are accounted for but the unfinished contracts has not been reflected in this Financial Statements

33 CLAIM ACKNOWLEDGEMENT

There was no claim against the Company not acknowledged as debt as on June 30 2019

34 CONTINGENT LIABILITY 341 Contingent Liability of the Company was Tk 1297220698- as on June 30 2019 for opening LCs by the banks in favour of foreign suppliers for raw materials and spares

342 There was no facts and figures for which the company has contingent liability to any party other than to Banks as on June 30 2019

STxL Annual Report 2018-201992

Particulars June 302018Taka

June 302019Taka

Notes Standalone

35 PRODUCTION CAPACITY AND UTILIZATION

Capacity Installed No of Spindles Installed 122976 81648No of Rotor Heads Installed 3960 3960No of Vortex Heads Installed 2784 672

Capacity Utilised No of Spindles Operated 122976 81648No of Rotor Heads Operated 3960 3960No of Vortex Heads Operated 2784 672

Production Target (In Kg) -At Equivalent 30s Count (Ring Yarn) 18171216 9944673- At Equivalent 14s Count (OE Yarn) 9042222 10043927- At Equivalent 30s Count (Vortex Yarn) 7927500 2450000 35140938 22438600

Actual Production (In Kg) -At Equivalent 30s Count (Ring Yarn) 17617160 9400675- At Equivalent 14s Count (OE Yarn) 8722390 9810863- At Equivalent 30s Count (Vortex Yarn) 7642423 2388957 33981973 21600495

During the last few years we had to face hard competition in the national amp international market To cope with the situation we have adopted multiple product mix to attain high margin as strategy of value addition through product differentiation Hence we have restated the production capacity installation criterion and actual production quantity to make them (The production data) equivalent amp comparable

36 DIVIDEND PAID TO THE SHAREHOLDERS

During the year under review total cash dividend amounting to Tk 375718096 has been paid to the shareholders

37 CREDIT FACILITY There was no credit facility available to the Company under any contract other than bank credit facility and trade credit available in the ordinary course of business

38 EVENT AFTER THE BALANCE SHEET DATE Events after the reporting date that provide additional information about the Companys position at the reporting date are reflected in the financial statements Events after the reporting date that are not adjusting events are disclosed in the notes when material

STxLAnnual Report 2018-2019 93

Particulars June 302018Taka

June 302019Taka

Tk

Tk

39 RELATED PARTY TRANSACTION During the year the Company carried out a number of transactions with related parties in the normal course of business and on an arms length basis The name of related parties nature of relationship and their total value have been set out in accordance with the provisions of IAS 24 Related Party Disclosure Transaction with Sqaure Pharma Ltd (SPL)

Total Received during the year (3061606816) (93100563)Total Paid during the year 892818311 91714822 Closing Balance- Receivable (Payable) (2168788505) (1385741)

Transaction with Square Yarns Ltd (SYL) Total Received during the year (876285713) (798264528)Total Paid during the year 876285713 75012108 Closing Balance- Receivable (Payable) - (723252420)

Transaction with Square Texcom Ltd (STcL) Total Received during the year (130056473) (64625981)Total Paid during the year 291673492 188469080 Closing Balance- Receivable (Payable) 161617019 123843099

Transaction with Aegis Services Ltd(ASL) Total Service Received during the year (14459802) (9648537)Total Paid during the year 14459802 9648537 Closing Balance- Receivable (Payable) - - Transaction with Square Informatix Ltd(SIL) Total Service Received during the year (4634990) (9716257)Total Paid during the year 4634990 9716257 Closing Balance- Receivable (Payable) - -

Tk

Tk

Tk

Tk

Tk

Tk

Transaction with Square Hospitals Ltd(SHL) Total Service Received during the year (1443070) (423274) Total Paid during the year 1443070 423274 Closing Balance- Receivable (Payable) - -

Transaction with Square Fashions Ltd(SFL) Total Received during the year (641034460) (975593483) Total Goods Delivered during the year 960267603 1163792468 Closing Balance- Receivable (Payable) 319233143 188198985

Transaction with Square Denims Ltd (SDL) Total Received during the year (351425562) (293316287) Total Goods Delivered during the year 527379307 459213857 Closing Balance- Receivable (Payable) 175953745 165897570 Transaction with Square Apparels Ltd(SApL) Total Received during the year (124156287) (165245535)Total Goods Delivered during the year 229716558 298653172 Closing Balance- Receivable (Payable) 105560271 133407637

Tk

40 APPROVAL OF ACCOUNTS

These financial statements have been approved by the board on October 22 2019

STxL Annual Report 2018-201994

Particulars June 302018Taka

June 302019Taka

Notes Standalone

SQU

ARE

TEX

TILE

S LI

MIT

EDSc

hedu

le o

f Pro

pert

y P

lant

and

Equ

ipm

ent

Prop

erty

Pla

nt a

nd E

quip

men

t - T

k 5

374

733

212

Sche

dule-

02

C O

S T

D E P

R E C

I A T

I O N

Durin

g the

perio

dDu

ring t

he Pe

riod

PART

ICULA

RS

At 01

st July

2018

Balan

ce of

SYL

Amalg

amati

on

Janua

ry 1

2019

Balan

ce of

SYL

Amalg

amati

on

Janua

ry 1

2019

At 30

th Jun

e20

19

Writt

enDo

wn Va

lueas

at30

th Ju

ne20

19

At 01

st July

2018

At 30

th Jun

e20

19Ad

dition

s Sa

lesO

bsole

tes

Char

ged

Adju

stmen

ts

As at

June

30

201

9

As at

June

30

201

8

18

257

271

92 -

59

858

894

09

580

879

210

2 2

1428

5371

3

1834

0730

7

(210

214

508

) (6

3100

00)

974

4255

806

598

5889

409

298

4070

313

275

0311

205

120

5388

269 -

436

9522

594

298

4070

313 5

374

733

212

3

0018

1909

6

(205

8350

57)

(631

0000

)

3858

9906

9

2400

6910

8

Land

amp La

nd D

evelo

pmen

tBu

ildin

g-Fa

ctor

y amp U

tility

Build

ing-

Othe

rsSh

eds

Plan

t amp M

achi

nery

Labo

rato

ry Eq

uipm

ent

Elect

rical

Insta

llatio

nGa

s Lin

e Ins

talla

tion

Mot

or V

ehicl

esOffi

ce Eq

uipm

ent

Furn

iture

amp Fi

xtur

eCo

mpu

ter

Softw

are

Boun

dary

Wall

Deep

Tube

-Well

Safe

ty amp

Secu

rity E

quipm

ent

Commu

nicatio

n and

Netwo

rk Equi

pment

Othe

r Ass

ets

633

846

559

6

477

873

52

254

718

884

1

611

116

0 3

991

309

204

2

210

444

1

774

942

49

42

317

459

137

827

441

1

229

926

4 1

000

095

2 3

317

912

-

4

725

461

3 2

506

125

5

953

25

39

665

78

23

258

88

66

624

58

179

260

468

1

071

728

35

-

14

498

294

67

445

000

4

257

867

2 1

361

072

2

824

500

0 2

627

836

4

804

977

7

683

50

-

-

224

675

4

151

00

236

000

1

095

282

-

90

801

244

64

277

447 -

974

618

773

4

450

00

42

578

672

13

610

72

22

922

196

13

967

97

47

870

86

521

088

-

-

1

436

89

404

938

1

126

08

10

176

59

640

509

017

1

146

721

449

3

618

917

19

16

111

160

69

013

080

76

18

463

719

299

886

718

4

367

853

1 1

819

953

74

17

154

622

23

475

687

43

627

73

23

000

00

48

470

259

27

308

00

22

435

07

47

625

78

28

189

817

640

509

017

7

366

284

97

158

546

449

1

237

326

3

530

237

381

1

629

467

0 1

300

746

90

19

301

413

69

425

260

42

764

47

95

385

16

912

042

2

245

238

3

055

049

4 7

296

0 1

062

038

9

480

48

22

872

726

-

-

-

-

(196

954

232

) -

-

-

(8

748

843

) (1

319

82)

-

-

-

-

-

-

-

-

-

31

660

886

13

184

665

742

395

2

878

564

21

276

580

1

850

958

1 2

087

291

2

347

721

1 1

256

420

4

786

54

433

039

5

476

2 2

378

459

8

026

2

368

67

368

348

2

889

464

-

410

092

952

2

033

452

70

14

873

834

33

710

706

95

21

690

49

169

812

028

2

437

711

8 1

125

701

14

12

878

175

13

937

171

34

507

31

54

762

17

919

765

26

578

40

11

814

69

38

145

30

53

170

91

-

287

630

822

1

258

831

58

14

131

439

23

055

497

33

14

474

69

108

723

775

2

092

875

5 7

491

955

0 1

035

694

0 8

671

431

2

496

604

-

1

554

130

6 2

506

125

5

396

64

33

335

74

14

099

68

-

-

-

-

(198

057

526

) -

-

-

(1

202

500

0) (1

319

82)

-

-

-

-

-

-

-

-

-

319

673

629

-

-

1

658

226

931

1

580

827

5 7

981

379

7 -

27

947

933

23

595

04

86

697

58

276

511

2

300

000

1

215

646

-

1

233

082

5

600

00

24

768

647

Financial Statement 2018-2019

Directorsrsquo Report - 97 Auditorsrsquo Report - 99 Statement of Financial Position - 100

Statement of Profit or Loss and other Comprehensive Income - 101 Statement of Changes in Equity - 102 Statement of Cash Flows - 103

Square Texcom Ltd

Subsidiary

I have the pleasure on behalf of the Board of Directors to submit to you its Report along with its audited accounts containing the Statement of Financial Position as of June 30 2019 Statement of Profit or loss and other Comprehensive Income Changes in Equity and Cash Flows for the year ended June 30 2019 and the Auditors Report thereon in terms of the provisions of section 184 of the Companies Act 1994 and IAS codes OPERATIONAL RESULTS

The operational performance during the years 2017-2018 and 2018-2019 are as follows

In million Particulars 2018-19 2017-18

Turnover 93472 87964 Gross Profit 9679 9665 Net Profit (AT) 2008 3428 Gross Margin 1035 1099 Net Margin (AT) 215 390 Earning Per Shares 20082 34275 Par value Tk 100

The above reveals that the Turnover and Gross Profit increased by 626 015 respectively but Net Profit (AT) decreased by 4141 during year under review MARKET OPERATIONS

Similar to the Square Textiles Limited Square Texcom Limited has been also based on exports at almost 100 level with less than significant local sales This is in line with the grouprsquos policy of export production in the greater interest of the Company

SHAREHOLDING

The Company has issued total of 100000 share of Tk 100 each The present share-holding pattern of the company is as follows

Name of the Shareholders

Shareholding (shares)

()

Mr Samuel S Chowdhury 1166 1166

Mr Tapan Chowdhury 1166 1166

Mr Anjan Chowdhury 1166 1166

Mrs Ratna Patra 1166 1166

Mrs Anita Chowdhury 336 0336

Ms Square Textiles Ltd 95000 9500

Total - 100000 10000

On the basis of the above shareholdings Square Texcom Ltd has the status of subsidiary to Square Textiles Limited BOARD OF DIRECTORS

The following persons are the Members of the Board of Directors of the Company Mr Samuel S Chowdhury Chairman Mrs Ratna Patra Vice-Chairman Mr Anjan Chowdhury Managing Director Mr Tapan Chowdhury Director Mrs Nihad Kabir Director (Nominee of Square Textiles Ltd) Assets Turnover Profit Tk in million

SQUARE TEXCOM LIMITED

Directorsrsquo Report to the Members for the year ended 30 June 2019

STxLAnnual Report 2018-2019 97

2008

CAPITAL EXPENDITURE

A contract for capital expenditure are being executed by the Contractors and running bills are accounted for but the unfinished contracts has not been reflected in this Financial Statements

APPROPRIATION OF PROFIT Though the Company earned a respectable level of profit Tk 20082 per share the Board of Directors decided to transfer the entire profit to the General Reserve for ploughing back in the long term interest of the shareholders As such the Board of Directors did not recommend for declaration of any dividend for the year 2018-2019 FINANCIAL POSITION

The Statement of Financial Position as on 30 June 2019 Statement of Profit or Loss and other Comprehensive Income Change in Equity and Cash Flows ended at 30 June 2019 are place herewith APPOINTMENT OF AUDITORS

Ms Chowdhury Bhattacharjee amp Co Chartered Accountants Auditors of the Company retire at this Annual General Meeting and being eligible have offer themselves for appointment as Auditors for the year 2019-2020 and re-fixation of their remuneration

ACKNOWLEDGEMENT

The Board of Directors thankfully acknowledge the devotion and dedication of all the workers employees and officers without which the Companyrsquos operation could not have attained the successes as reported above The Board also record with appreciation the support service and co-operation rendered by all concerned Samuel S Chowdhury Chairman

Square Texcom Limited Directorsrsquo Report

STxL Annual Report 2018-201998

AUDITORS REPORTIndependent Auditors Report to the Shareholders ofSquare Texcom Limited

Opinion

We have audited the accompanying Financial Statements of Square Texcom Limited which comprises the Statement of Financial Position as at 30 June 2019 Statement of Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows for the year then ended and Notes to the Financial Statements including a summary of significant accounting policies

In our opinion the Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) give a true and fair view of the state of the companyrsquos affairs as at 30 June 2019 and of the results of its operations and its Cash Flows for the year then ended and comply with the Companies Act 1994 and other applicable laws and regulations

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) Our Responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report We are independent of the Company in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevent to our audit of the Financial Statements and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with International Financial Reporting Standards (IFRSs) the Companies Act 1994 and other applicable laws and regulations This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of 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

In preparing the Financial Statements management is responsible for assessing the Companys ability to continue as a going concern desclosing as applicable matters related to Going Concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so

Those charged with govrnance are responsible for overseeing the Companys financial reporting process

Auditors Responsibilities for the Audit of the Financial Statements

Our responsibility is to express an opinion on these Financial Statements based on our audit We conducted our audit in accordance with International Standards on Auditing (ISA) Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 auditorrsquos 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 entityrsquos 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 entityrsquos internal control An audit also includes evaluating 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

Place DhakaDated October 01 2019

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of account as required by law have been kept by Square Texcom Limited so far as it appeared from our examination of those books and

The Companyrsquos Statement of Financial Position Statement of Comprehensive Income and its Statement of Cash Flows dealt with by the report are in agreement with the books of account

(i)

(ii)

(iii)

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

Further to our opinion in the above paragraph we state that

STxLAnnual Report 2018-2019 99

SQUARE TEXCOM LIMITEDStatement of Financial PositionAs at June 30 2019

ASSETS NON-CURRENT ASSETS 669463993 707305663Property Plant amp Equipment- Carrying Value 638367040 690592118Capital Work In Progress 31096953 16713545

CURRENT ASSETS 598985345 460008024Inventories 286949732 166614746Accounts Receivable 261286264 216416781Advances Deposits amp Prepayments 25463273 24687001Cash amp Cash Equivalents 25286076 52289496 TOTAL ASSETS Tk 1268449338 1167313687

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 298774127 278691935Share Capital 10000000 10000000Retained Earnings 288774127 268691935 NON-CURRENT LIABILITIES 467176130 459166119Share Money Deposit 423550119 423550119Deferred Tax Liability 43626011 35616000 CURRENT LIABILITIES amp PROVISIONS 502499081 429455633Short Term Bank Loan (Secured) 315747122 285746054Creditors amp Others Payable 7347077 8830192Liabilities for Other Finance 9630636 6610187Short Term Loan 161617019 123843099Provision for Income Tax 8157227 4426101 TOTAL SHAREHOLDERS EQUITY amp LIABILITIES Tk 1268449338 1167313687

Net Asset Value Per Share 298774 278692

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxL Annual Report 2018-2019100

Particulars June 302018Taka

June 302019Taka

SQUARE TEXCOM LIMITEDStatement of Profit or Loss and Other Comprehensive IncomeFor the Year ended June 30 2019

SALES REVENUE 934721283 879640842

Cost of Goods Sold (837931175) (782995713)

GROSS PROFIT 96790108 96645129

Administrative Expenses (31431439) (37124155)

Selling amp Distribution Expenses (2329503) (1767531)

PROFIT FROM OPERATION 63029166 57753443

Finance Cost (25947910) (14474368)

Non-operating Income 980645 374424

PROFIT BEFORE WPPF amp WF 38061901 43653499

Allocation for WPPF amp WF (1812471) (2078738)

PROFIT BEFORE TAX 36249430 41574761

Provision for Tax (Current) (8157227) (2105611)

Provision for Tax (Deferred) (8010011) (5193958)

PROFIT AFTER TAX FOR THE PERIOD Tk 20082192 34275192

(Transferred to the Statement of Changes in Equity)

No of Share=100000

Earnings Per Share(EPS) 20082 34275

Subsidiary

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxLAnnual Report 2018-2019 101

Particulars 2017-2018Taka

2018-2019Taka

SQUARE TEXCOM LIMITEDStatement of Changes in EquityFor the Year Ended June 30 2019

For the Year Ended June 30 2018

Share CapitalParticulars

Balance as at June 30 2018

Net Profit for the Year ended June 302019

Balance as at June 30 2019

Retained Earnings Total Tk

10000000

-

268691935

20082192

28877412710000000

278691935

298774127

Share CapitalParticulars

Balance as at June 30 2017

Net Profit for the Year ended June 302018

Balance as at June 30 2018

Retained Earnings Total Tk

10000000

-

234416743

34275192

26869193510000000

244416743

34275192

278691935

20082192

STxL Annual Report 2018-2019102

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Particulars 2017-2018Taka

2018-2019Taka

SQUARE TEXCOM LIMITEDStatement of Cash FlowsFor The Year Ended June 30 2019

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 889851800 799539946Exchange Fluctuation Gain (Realization from Transection) 799096 128559 Receipts from Other Income 19103 47474 Total Receipts 890669999 799715979 Payments to Suppliers (716964238) (616770814)Paid for Operating amp Non-operating Expenses (217812647) (244384347)Interest Expenses Paid (22272712) (7260070)Income Tax Paid (3653792) (5706713)Total Payments (960703389) (874121944) Net Cash Flow From (Used in) Operating Activities (70033390) (74405965) CASH FLOWS FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant and Equipment (20225264) (40424867) Net Cash Generated (Used in) from Investing Activities (20225264) (40424867) CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) 30001068 48131629Short Term Loan from (To) Sister Company 33091720 20746350 Net Cash Generated (Used in) from Financing Activities 63092788 68877979 Increase (Decrease) in Cash amp Cash Equivalents (27165866) (45952853)Net effect of foreign currency translation 162446 198391Opening Cash amp Cash Equivalents 52289496 98043958CLOSING CASH amp CASH EQUIVALENTS Tk 25286076 52289496

Net Operating Cash Flows Per Share (70033) (74406)

Subsidiary

STxLAnnual Report 2018-2019 103

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

AUDITORS REPORTIndependent Auditors Report to the Shareholders ofSquare Yarns LimitedOpinion We have audited the accompanying Financial Statements of Square Yarns Limited which comprises the Statement of Financial Position as at 31 December 2018 Statement of Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows for the period then ended and Notes to the Financial Statements including a summary of significant accounting policies

In our opinion the Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) give a true and fair view of the state of the companyrsquos affairs as at 31 December 2018 and of the results of its operations and its Cash Flows for the period then ended and comply with the Companies Act 1994 and other applicable laws and regulations

Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report We are independent of the Company in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the Financial Statements and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Key Audit Matters We draw attention to Note 2 (p) to the Financial Statements which describes that the company is under process for amalgamation with Square Textile Limited under provision of Section 228 amp 229 of the Companies Act 1994 Our opinion is not qualified in respect of these matters

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with International Financial Reporting Standards (IFRSs) the Companies Act 1994 and other applicable laws and regulations This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of 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

In preparing the Financial Statements management is responsible for assessing the Companys ability to continue as a going concern disclosing as applicable matters related to Going Concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so

Those charged with governance are responsible for overseeing the Companys financial reporting process

Auditors Responsibilities for the Audit of the Financial Statements

Our responsibility is to express an opinion on these Financial Statements based on our audit We conducted our audit in accordance with International Standards on Auditing (ISA) Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 auditorrsquos 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 entityrsquos 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 entityrsquos internal control An audit also includes evaluating 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

Place DhakaDated February 10 2019

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of account as required by law have been kept by Square Yarns Limited so far as it appeared from our examination of those books and

The Companyrsquos Statement of Financial Position Statement of Comprehensive Income and its Statement of Cash Flows dealt with by the report are in agreement with the books of account

(i)

(ii)

(iii)

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

Further to our opinion in the above paragraph we state that

STxLAnnual Report 2018-2019 105

SQUARE YARNS LIMITEDStatement of Financial PositionAs at December 31 2018

ASSETS Non-Current Assets 620338923 676872453Property Plant amp Equipment- Carrying Value 620338923 676872453

Current Assets 1733515533 1664296652Inventories 551365521 472332420Accounts Receivable 262139994 321134934Advances Deposits amp Prepayments 45746957 41134451Short Term Loan 810552881 723252420Cash amp Cash Equivalents 63710180 106442427

TOTAL ASSETS Tk 2353854456 2341169105

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 1971931663 1908113630Share Capital 95500000 95500000Retained Earnings 1876431663 1812613630

Non-Current Liabilities

Deferred Tax Liability 53533688 57859132

Current Liabilities amp Provisions 328389105 375196343Short Term Bank Loan (Secured) 186577378 233187042Creditors amp Others Payable 29824370 43105219Liabilities for Other Finance 10243209 13038822Provision for Income Tax 101744148 85865260

TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 2353854456 2341169105 Tk

Net Asset Value Per Share 206485 199802

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxL Annual Report 2018-2019106

Particulars June 302018Taka

Dec 312018Taka

SQUARE YARNS LIMITEDStatement of Profit or Loss and Other Comprehensive IncomeFor the Period (Six Months) ended December 31 2018

SALES REVENUE 731076090 987208292

Cost of Goods Sold (642577904) (892864246)

GROSS PROFIT 88498186 94344046

Administrative Expenses (6320194) (12371998)

Selling amp Distribution Expenses (878822) (872835)

PROFIT FROM OPERATION 81299170 81099213

Finance Cost (4636342) (4561024)

Other Income 2477223 138309

PROFIT BEFORE WPPF amp WF 79140051 76676498

Allocation for WPPF amp WF (3768574) (3651262)

PROFIT BEFORE TAX 75371477 73025236

Provision for Tax (Current) (15878888) (14566204)

Provision for Tax (Deferred) 4325444 3584757

PROFIT AFTER TAX FOR THE PERIOD 63818033 62043789

(Transferred to the Statement of Changes in Equity) No of Share=955000

Earnings Per Share (EPS) 6683 6497

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

STxLAnnual Report 2018-2019 107

Particulars July-Dec 2017Taka

July-Dec 2018Taka

Unaudited

SQUARE YARNS LIMITED

Statement of Changes in EquityFor the Period (Six Months) ended December 31 2018

For the Period (Six Months) ended December 31 2017

Share CapitalParticulars

Balance as at June 30 2017

Net Profit for the Six Months Ended Dec 31 2017

Balance As at Dec 31 2017

Retained Earnings Total

-

95500000

95500000

1678330454

62043789

1740374243

1773830454

62043789

1835874243

Share CapitalParticulars

Balance as at June 30 2018

Net Profit for the Six Months Ended Dec 31 2018

Balance As at Dec 31 2018

Retained Earnings Total

-

95500000

95500000

1812613630

63818033

1876431663

1908113630

63818033

1971931663

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Unaudited

STxL Annual Report 2018-2019108

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 790071030 1048969414Exchange Fluctuation Gain 345547 138309Total Receipts 790416577 1049107723 Payments to Suppliers (535294015) (673001715)Paid for Operating amp Non-operating Expenses (156471962) (174588096)Interest Expenses Paid (3980222) (7507593) Income Tax Paid (4870119) (9983664)Total Payments (700616318) (865081068)

Net Cash Flow From (Used in) Operating Activities 89800259 184026655

CASH FLOWS FROM INVESTING ACTIVITIESSales (Purchase) of Property Plant amp Equipment (754057) -

Net Cash Generated (Used in) from Investing Activities (754057) -

CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (46609664) 32966810Short Term Loan from (To) Sister Company (85168785) (464990904)

Net Cash Generated (Used in) from Financing Activities (131778449) (432024094)

Increase (Decrease) in Cash amp Cash Equivalents (42732247) (247997439)Opening Cash amp Cash Equivalents 106442427 391794350CLOSING CASH amp CASH EQUIVALENTS 63710180 143796911

Net Operating Cash Flows Per Share 9403 19270

SQUARE YARNS LIMITEDStatement of Cash FlowsFor the Period (Six Months) ended December 31 2018

Subsidiary

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Unaudited

STxLAnnual Report 2018-2019 109

Particulars July-Dec 2017Taka

July-Dec 2018Taka

S q u a r e T e x

SQUARE TEXTILES LIMITED Square Centre 48 Mohakhali Commercial Area

Dhaka-1212

P R O X Y F O R M

IWe ___________________________________________________________________________

of _____________________________________________________________________________

being a member of Square Textiles Ltd do hereby appoint

MrMrsMiss ___________________________________________________________________

of _____________________________________________________________________________

_______________________________________________________________________________

as myour proxy to attend and vote for meus on myour behalf at the 24th Annual General Meeting of the Company to be held on Thursday the 12th December 2019 at 1100 am at Samson H Chowdhury Centre Dhaka Club Ltd Ramna Dhaka

As witness my hand this day of ________________ 2019

_______________________ __________________________

Signature of the Proxy Signature of the Member Dated Dated

FolioBOID

Note A member entitled to attend and vote at the Annual General Meeting may appoint proxy to attend and vote in hisher stead The proxy form should reach at the Registered Office of their Company not less than 48 hours before the time fixed for the meeting

Signature Verified

Authorized Signatory Square Textiles Limited

Affix Revenue

Stamp

macrlsaquoqvi daggerUmiddotUvBjmamp wjwgDaggerUW macrlsaquoqvi daggermrsaquoUvi 48 gnvLvjx GjvKv XvKv-1212

ি ফ ম

AvwgAvgiv______________________________________________________________

wVKvbv _________________________________________________________________

macrlsaquoqvi daggerUmiddotUvBjmamp wjwgDaggerUW Gi m`muml wnDaggermDaggere

RbvedaggereMg______________________________________________________________

wVKvbv _________________________________________________________________

_____________________________________________________________________

AvgivAvgvDagger`i cOumlwZwbwa wnDaggermDaggere AvMvgx daggerivR iveZwcmacrnbdquoe 1২B 2019 mKvj 1100 NwUKvq mumlvgmb

vbgi tjw evnotK vKvX ivUrsaquomdagger xiyaŠPdagger PBG umleZocircwybA qOtildevKvX daggerKvcurrenuacutevbxi ২4Zg evwlcopyK mvaviY mfvq Ges Gi

|gvjiwK sup3yhbw umlbR iveiwK bv`Oumlc Uvfdagger seG iveKwv_ ZrsquomacrwcD paraDaggerc i`DaggervgvAivgvA qvfm ZlwvNdagger xeZj~g

102 uml`A eDaggermDaggernw umlparavmacr 9 ZvwiDaggerL AvwgAvgiv GB `wjDaggerj mAacutevDaggerb macrvparai Kwijvg|

_______________ _________________ cOumlwZwbwai macr^vparai m`Daggermumli macrvparai ZvwiL ZvwiL dwjIweIAvBwW bcurreni

wet ordft evwlcopyK mvaviY mfvq daggerhvM`vDaggerbi AwaKvix daggerkqvi daggernvigravevi Zvi cwieDaggerZcopy evwlcopyK mvaviY mfvq daggerhvM`vDaggerbi Rbuml GKRb cOumlwmiddot wbDaggerqvM KwiDaggerZ

cvDaggerib| cOumlwmiddot dig h_vh_ c~iDaggerYi ci eDaggerBn ZDagger`w vgR mDaggerdwA copyWvoacuteRwidagger ixbvuacutecurrenvKdagger copyeDagger~c vUrsaquoN 84 ibDaggervocircybA vfm

Zparawxic iparavmacr

vgDaggerybA `bKvixi macr^vparai

macrlsaquoqvi daggerUmiddotUvBjmamp wjwgDaggerUW

For the Financial Year 2017-2018 Dividend Recommended 21 October 2018 Record Date for 23rd AGM 27 November 2018 23rd Annual General Meeting 20 December 2018 Dividend Issued 14 January 2019 For the Financial Year 2018-2019 Publication of 1st Qtr Financial Report 14 November 2018 Publication of 2nd Qtr Financial Report 31 January 2019 Publication of 3rd Qtr Financial Report 30 April 2019 Dividend Recommended 22 October 2019 Audited Financial Report to BSEC DSE and CSE 11 November 2019 Record Date for 24th AGM 19 November 2019 Notice of 24th AGM 27 November 2019 24th Annual General Meeting 12 December 2019 Dividend Payable By 10 January 2020

Corporate Compliance

Registered Address

Corporate HeadquartersSquare Centre

48 Mohakhali Commercial Area Dhaka BangladeshPhone +88-02-9859007 8833047-56

Fax +88-02-8834941 8828768 wwwtextilesquaregroupcom

  • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
    • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
      • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
      • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
        • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
        • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
Page 4: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and

W E S T R I V E F O R

We in SQUARE strive above all for top quality products at the least cost reaching the lowest rungs of the economic class of people in the country We value our social obligations

We owe our shareholders and strive for protection of their capital as well as ensure highest return and growth of their assets

We strive for best compensation to all the employees who constitute the back bone of the management and operational strength of the company through a pay - package composing salarywages allowances bonuses profit participation leave salary and superannuation amp retirement benefits and other emergency grants amp gratis

We strive for the best co-operation of the creditors amp debtors the banks amp financial institutions who provide financial support when we need them the suppliers of raw materials amp supplies who offer them at the best prices at the opportune moments the providers of utilities - power gas amp water etc and the customers who buy our products amp services by redeeming their claim in time by making prompt payment and by distributing proper product on due dates

We strive for fulfillment of our responsibility to the Government through payment of entire range of due taxes duties and claims to various public agencies like municipalities etc

We strive as responsible citizen for a social order devoid of malpractices anti-environmental behaviors unethical and immoral activities and corruptive dealings

We keep away from any discriminatory practices between sexes races religions colors or political beliefs

We strive for practicing good governance in every sphere of activities covering inter alia not being limited to disclosure amp reporting to shareholders holding AGM in time distribution of dividends and other benefits to shareholders reporting dissemination of price sensitive information acquisition of shares by insiders recruitment amp promotion of staff procurement amp supplies sale of assets etc All that directly and indirectly affect the interest of concerned groups- the shareholders the creditors suppliers employees government and the society in general

S q u a r e T e x

STxL Annual Report 2018-20192

T R A N S M I T T A L

L E T T E R

To The Members Bangladesh Securities and Exchange Commission Registrar of Joint Stock Companies amp Firms Dhaka Stock Exchange Ltd Chittagong Stock Exchange Ltd Annual Report for the year ended June 30 2019 Dear Sir(s) We are pleased to enclose a copy of Annual Report containing Directorsrsquo Report Auditorsrsquo Report alongwith the Audited Financial Statements comprising Statement of Financial Position as at June 30 2019 Statement of Profit or Loss and other Comprehensive Income Changes in Equity and Cash Flows for the year ended June 30 2019 along with notes thereon and all related Consolidated and Subsidiaries Financial Statements for your information and records Yours sincerely Sanjib Baran Roy Company Secretary Dated 27 November 2019

STxLAnnual Report 2018-2019 3

S q ua r e Te x t i l e s L t d

Vision amp Mission

Our conception of business germinated from our vision which sees it as a means to the well-being of the investors stakeholders employees and members of the society at large by creating new wealth in the form of goods and services that go to satisfy the wants of all of them without disturbing or damaging the socio-ecological-economic balance of the Mother Earth and the process of human civilization leading to peaceful co-existence of all the living beings

V I S I O N

Our mission is the polestar of our vision for maximization of production of quality products and services strictly on ethical and moral standards at minimum costs to the society ensuring optimum benefits to the consumers the shareholders and other stakeholders

M I S S I O N

To strive hard to optimize profit

through conduction of transparent business operations within the legal amp Social framework with malice to none and justice for all in respective of gender disparity caste creed or religion or region

To Increase productivity To create more jobs with minimum

investments To be competitive in the internal as

well as external markets To maximize export earning with

minimum imported in-puts To reduce the income gap between

top amp bottom categories of employees

To promote corporate social responsibilities (CSR) amongst all

O B J E C T I V E

Our vision is the polestar to our mission that fulfils our objectives with emphasis on the quality of product process and services blended with good governance that help build the image of the most venerable corporate citizenship at home and abroad

C O R P O R A T E F O C U S

STxL Annual Report 2018-20194

N O T I C E

2 4 T H A G M

Notice is hereby given that the 24th Annual General Meeting of the Members of Square Textiles Ltd will be held on Thursday the 12th December 2019 at 1100 am at the Samson H Chowdhury Centre Dhaka Club Limited Ramna Dhaka to transact the following business

Agenda-1 To receive consider and adopt the Audited Financial Statement for the year ended 30th June 2019 together with the reports of the Directorsrsquo and the Auditorsrsquo thereon

Agenda-2 To declare dividend for the year ended 30th June 2019

Agenda-3 To elect Directors in terms of the relevant provision of Articles of Association

Agenda-4 To appoint Statutory Auditors for the year 2019-2020 and to fix their remuneration

Agenda-5 To appoint Compliance Auditors for the year 2019-2020 and to fix their remuneration

Agenda-6 To approve appointment of the Independent Director

By order of the Board

Sanjib Baran Roy Company Secretary Dated 27 November 2019 Notes

i) The proxy form must be affixed with requisite revenue stamp and be deposited at the Registered Office of the Company not less than 48 hours before the time fixed for the meeting

ii) Members are requested to submit to the Companyrsquos Share Office on or before 11th December 2019 their written option to receive dividend In case of non-submission of such option with the stipulated time the dividend will be paid off as deemed appropriate by the Company

iii) The Annual Report is available in the Companyrsquos web site at wwwtextilesquaregroupcom

STxLAnnual Report 2018-2019 5

Mr Samuel S Chowdhury

Mrs Ratna Patra

Mr Tapan Chowdhury

Mr Anjan Chowdhury Mrs Anita Chowdhury

Mrs Nihad Kabir Mr S M Rezaur Rahman

THE DIRECTORS Chairman

Mr Samuel S Chowdhury

Vice Chairman Mrs Ratna Patra Managing Director Mr Tapan Chowdhury Director Mr Anjan Chowdhury Director Mr Kazi Iqbal Harun Independent Director Mr Syed Afzal Hasan Uddin Independent Director Mr S M Rezaur Rahman

BOARD OF DIRECTORS Chairman Mr Tapan Chowdhury Vice Chairman Mrs Ratna Patra Managing Director Mr Samuel S Chowdhury Director Mrs Anita Chowdhury Director Mr Anjan Chowdhury Independent Director Mrs Nihad Kabir Independent Director Mr S M Rezaur Rahman

STxLAnnual Report 2018-2019 7

S q u a r e T e x ti l e s L t d

Management Committee

Mr Samuel S Chowdhury Chairman Managing Director Mr Anjan Chowdhury Member Director Mr Md Kabir Reza Member Head of Accounts ampFinance Mr Md Alamgir Hossain Member Head of Operations

Audit Committee

Mrs Nihad Kabir Chairman Independent Director Mrs Ratna Patra Member Director Mr Anjan Chowdhury Member Director Mr Sanjib Baran Roy Secretary Company Secretary

Nomination and Remuneration Committee

Mrs Nihad Kabir Chairman Independent Director Mrs Ratna Patra Member Director Mr Anjan Chowdhury Member Director Mr Sanjib Baran Roy Secretary Company Secretary

CFO Company Secretary and HIAC

Mr M Habibur Rahman FCMA Mr Sanjib Baran Roy ACS Mr Mozibur Rahman FCA

Ms Ahmed Zaker amp Co Chartered Accountants Green City Edge 10th Floor 89 Kakrail Dhaka

Statutory Auditors

M ANA GEM ENT A PPAR AT US

Ms Chowdhury Bhattacharjee amp Co Chartered Accountants 478 Indira Road Ground Floor Dhaka

Compliance Auditors

STxL Annual Report 2018-20198

Operational Head

Mr Md Alamgir Hossain Head of Operations Mr Anjan Kumar Paul Head of HR amp Admin Mr Suresh Chandra Bala Head of Plant Mr Md Abdur Rahman Head of Engineering Mr Avijit Kumar Biswas Head of Procurement Mr Mozibur Rahman Head of Internal Audit and Compliance Mr Md Shahid Raihan Head of Quality Assurance Mr Shah Mohammad Faisal Head of Sales amp Marketing

Bankers

Standard Chartered Bank HSBC Ltd Prime Bank Ltd Bank Alfalah Ltd The City Bank Ltd Commercial Bank of Ceylon PLC

Insurers

Pioneer Insurance Co Ltd Pragati Insurance Co Ltd

CORPORAT E IN FORMATI O N

Listing

Dhaka Stock Exchange Ltd Chittagong Stock Exchange Ltd

Subsidiary Company

Square Texcom Ltd

Registered Office

Square Centre 48 Mohakhali CA Dhaka 1212 Bangladesh

Factory

1 Sardaganj Kashimpur Gazipur Bangladesh

2 Olipur Hobigonj Bangladesh

Phone Email amp Web

880-2-8833047-56 880-2-9859007

cssquaregroupcom textilesquaregroupcom

Mr Rokanuddin Mahmud Bar-at-Law Walsow Tower 21-23 Kazi Nazrul Islam Avenue Dhaka

Legal Advisor

Ms Nazia Kabir Bar-at-Law Concord Ovilash 1st floor House-62 Road-11A Dhanmondi Dhaka

Square Text i les Ltd

STxLAnnual Report 2018-2019 9

STxL Annual Report 2018-201910

C O R P O R A T E S U S T A I N A B I L I T Y

At Square Textiles Ltd ldquoCorporate Sustainabilityrdquo is embedded within the principles and values of the company Through successful ldquotriple bottom linerdquo performance focusing on social environmental and financial factors the company is able to generate increased earnings reduce material usage energy expenditures and wastes and increase social contribution The focus on Sustainability has contributed to long-term success for the company over the years

State of the art Facility

We focus on continuous efforts to introduce innovative means of production that allows for optimum utilization of materials and energy Our state of the art production facility is equipped with upgraded technologies and machineries that are energy efficient as well environmental friendly In 2018 we have introduced PCW plant (fabric crushing) We are the pioneer in introducing this technology in Bangladesh

Ready Recycling Facility

The manufacturing facility is fitted to contain dust and waste discharge to the environment On a daily basis 4 (four) out of 6 (six) tons of waste materials on average are recycled Hard wastes are crushed and reused as raw materials in production Our PCW plant processes garment wastages into fibers There are no chemical applications in our manufacturing process and hence there are no environmental damage as a result of any spillovers or emissions of harmful gas

Minimizing Occupational Hazards

We follow stringent safety measures and regularly monitor and review occupational health and safety procedures We ensure that our factory workers always follow the safety protocols necessary to ensure a hazard free working environment and uninterrupted operations In regards to such health and safety issue proper training and awareness are provided to all production employees

Creating Product Diversity

We believe in ldquoProduct Diversityrdquo as a means of economic sustainability The company has about 40 percent product diversification within our total product port-folio

This Product Diversity has led to enhancement of the companyrsquos brand image increased profit-ability and risk mitigation

Overall our emphasis on Corporate Sustain-ability has led us to create a blend of strate-gies where financial amp non-financial aspects are perfectly integrated within the good governance and mana-gement practices of the company as well as engage all stakeholders in an open platform where financial social and environmental issues are shared and communicated All these have translated to positive outcomes that is beneficial to all parties within the value chain

S q u a r e T e x

STxLAnnual Report 2018-2019 11

M ES S AG E F R O M T H E C H A I R M A N

Dear Shareholders Colleagues Ladies and Gentleman

I deem it a great pleasure to welcome you all on behalf of the Board of Directors to this 24th AGM and thank you for taking troubles to attend the Meeting I hope you all have received your copies of the Annual Report for the year ended 30 June 2019 and studied with interest for providing us your valuable commentssuggestions for our future guidance

While on the subject I would recall the mechanism which was adopted by our Late Founder Chairman after legalprofessional struggles with the then Securities and Exchange Commission for offering a part of Shareholdings of Square Pharmaceuticals Ltd in Square Textiles Ltd as free ldquoSpecie Dividendrdquo Without this outstanding mechanism Square Textiles Ltd would not have the opportunity of getting listed as a Public Limited Company As I understand no such company has succeeded to adopt this mechanism for the benefit of the Shareholders and the Capital Market

As you will examine the Annual Reports amp the Financial Statements you will note with satisfaction that the Companyrsquos operations during 2018-2019 had increased with satisfactory outcome despite various fiscal financial odds prevailing in the industrial countries involving International Trade We hope as the global situation stabilizes our operations and exports would seize the niche opportunities by expanding export destinations in new areas of the Government of Bangladesh offers appropriate incentives in due course of time We await and hope our Textile Products will lead us in the World Market in not too a distant time

With best wishes for all

Tapan Chowdhury Chairman

STxL Annual Report 2018-201912

CORPORA T E A CHI EVEM ENT S qua r e Te x t i l e s L t d

2008 Awarded Cotton made in Africa (CmiA) Certificate

2009 Awarded USTERIZED Certificate

2010 Received HSBC Export Excellence Award

2011 Authorized Capital BDT 3000 million

2015 Won ICSB National Award Gold for Corporate Governance Excellence

2007 Awarded Global Organic Textiles

Standard (GOTS) Certificate

2003 Awarded SUPIMA

license

2002 Listing with

Dhaka Stock Exchange Ltd Chittagong Stock Exchange Ltd

Awarded CottonUSA

Certificate

1994 Year of Establishment

(Incorporated as a Public Limited Company)

1997 Year of Operation

2000 Awarded Oeko-Tex

Standard 100 Certificate

Awarded ISO-90012008 Certificate

2012

Awarded AA rating in the long term and ST-2 in short term by CRISL

2017 Awarded as Best Taxpayer Textiles Sector Awarded AA rating in the long term and ST-1 in short term by CRISL

2018 Won Export Trophy Gold

Dear Respected Shareholders Ladies and Gentleman I am pleased to welcome you to the 24th AGM on behalf of the Board of Directors of the Company and present herewith the Annual Report along with Audited Statutory and Regulatory Reports pertaining to the Financial Year 2018-19 and seek your commentssuggestions for our future guidance

As you review the operating performance you will note that the Companyrsquos Turnover Gross Profit Net Profit (AT) etc shows remarkable growth over the previous year This had been possible due to operation of new project at Habiganj merger of Square Yarns Ltd as well as wiser inventory management reduction in process cost reduction of wastages disciplinary labour management etc A reduced rate of increase in Administrative expenses also have had an increasing effect on profit from operations

However due to increase in Finance Cost by about 195 times the rate of increase in Net Profit (BT) increased by a lower rate The Bank Borrowing had increased due financing of expansion program of the company which would when in full production be paid-off from increased earnings

I hope the Shareholders and Stakeholders will continue to have their trust in the Board of Directors Management in the future as was in the past and encourage us to improve our results

With best wishes

Samuel S Chowdhury Managing Director

REPORT FROM THE MANAGING DIRECTOR

STxLAnnual Report 2018-2019 13

Figures in lsquo000

CORPORATE OPERATIONAL RESULTS

Particulars 2018-19 2017-18 2016-17 2015-16 2014

Turnover (Net) 8896244 6367125 5020425 4998758 5115828

Gross Profit 951351 671530 525634 787050 868716

Net Profit (Before Tax) 435911 348045 297592 573967 644992

Net Profit (After Tax) 346462 290914 252494

486236 541191

Shareholdersrsquo Equity 7224422 5386034 5452946 5607074 5158723

Total Assets 12954548 9425480 7511325 6695189 6265137

Total Current Assets 6396837 4430793 3618295 3547893 3903436

Total Current Liabilities 5494425 3910867 1948729 965544 993110

Current Ratio 116 113 186 367 393 Shares Outstanding 197252000 187859048 178913379 162648527 147862298

Face Value per Share 1000 1000 1000 1000 1000

Dividend (Cash) 20 20 20 25 20

Dividend (Stock) - 5 5 10 10

Net Asset Value Per Share (NAV) 3663 2731 2764 2843 2615 Net Operating Cash Flow per Share -348 -148 070 331 422

EPS-Earning per Share (STxL) 176 147 128 247 274 EPS-Earning per Share (Consolidated) 218 232 209 376 408 EPS on Share Issued for Cash 1375 1155 1002 1930 2148 Quoted Price per Share - DSE 4570 5070 6770 7080 9100

Quoted Price per Share - CSE 4580 5120

6840 7170 9090

Price Earnings Ratio-DSE (Time) 2597 3271 4801 2602 2486

Price Earnings Ratio-CSE (Time) 2602 3303 4851 2636 2484

Market Capitalization-DSE (in billion) 901 952 1211 1151 1345

Market Capitalization-CSE (in billion) 903 962 1223 1166 1344 Shareholders 2018-19 2017-18 2016-17 2015-16 2014

SponsorsDirectors 7 7 8 8 9

Financial amp other Institution 238 219 229 226 225

Foreign Investors 5 7 11 13 12

General Public 17194 17708 18626 20931 26155

Total - 17444 17941 18874 21178 26401

Employees 2018-19 2017-18 2016-17 2015-16 2014

Executives 178 162 145 138 179

Non Executives 130 117 71 67 264

Workers 3657 2152 2211 1893 1649

Total - 3965 2431 2427 2098 2092

Standalone

34436098

STxL Annual Report 2018-201914

Corporate Governance is a discipline by which a company is controlled and directed Governance is the path to identify and ensure the ethics rights and responsibilities among different participants in the Company Good Corporate Governance is key to its successful sustenance Our Corporate Governance is as follows

Board of Di rectors

In line with the concept of good corporate management practice and the provisions of Articles of Association The Board of Directors The Top Management tier is responsible for overall control and supervision of the entire affairs of the Company primarily through strategic planning amp budgetary control mechanisms To this end The Board of Directors hold periodic meetings to resolve issues of policies and strategies recording the minutes decisions for implementation by the Executive Management During the year under review the board held 8 (eight) meetings to transact various agenda

The present members of the Board of Directors are as follows

Mr Tapan Chowdhury - Chairman Mrs Ratna Patra - Vice Chairman Mr Samuel S Chowdhury - Managing Director Mrs Anita Chowdhury - Director Mr Anjan Chowdhury - Director Mrs Nihad Kabir - Independent Director Mr SM Rezaur Rahman - Independent Director

The Board of Directors is reconstituted every year by the shareholders through retirement re-election election of one- third of its members

Members of the Board of Directors often travel abroad to bring into focus the Companys image and acquire technological gains

Top Management inauguratesparticipates in seminars training courses conferences and various cultural activities of the employees and workers which instill in them a sense of belongingness Separate Role of the Chairman and Managing Director

The positions of Chairman and Managing Director are held separate persons

Mr Tapan Chowdhury is the Chairman of the Company and responsible for the functions of the Board while Mr Samuel S Chowdhury is the Managing Director serves as the Chief Executive Officer of the Company

Independent Director

In compliance of the BSEC Regulations on Good Governance the Board of Directors as empowered by the Regulations appointed ① Mrs Nihad Kabir Barrister-at-Law is an Advocate of Supreme Court of Bangladesh legal advisor of several leading national multinational and foreign organizations and senior partner of the Syed Ishtiaq Ahmed amp Associates a firm of legal consultants and practitioners in Bangladesh and ② Mr S M Rezaur Rahman capital market consultant and Director of United Corporate Advisory Services Ltd a firm of financial amp investment advisory and post issue management of initial public offer of securities amp other related jobs in Bangladesh as the non-shareholding Independent Director of Square Textiles

with an expectation that their expertise would help contribute to the further disclosure and protect the interest of the stakeholders investors in general and smaller investors in particular

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 15

STxL Annual Report 2018-201916

Role amp Responsibi l i t ies of the Board of Di rectors

The main role of the Board of Directors which is the highest level of authority is to provide general superintendence oversee the operations and control the affairs of the company through appropriate delegation and accountability processes via the lines of command

However the Board of Directors hold the ultimate responsibility amp accountability with due diligence for conducting the activities of the company as per provisions of law in the interest of the shareholders the stake- holders the state and the society

The Board of Directors in fulfillment of its responsibility hold periodic meetings at least once a quarter and provide appropriate decisionsdirections to the Executive Management Such meetings usually consider operational performance financial results review of budgets capital expenditure proposals for BMRE or new projectsdivisionsproduct lines procure-ment of funds by issue of shares or borrowing procurement of raw materials plant amp machinery pricing of products discounts recruitment training and promotion of officers approval of annual financial statement appropriation of profit and recommendation of dividends and other interest of the stakeholders including the employees and workers

The Board of Directors take special care in designing and articulating productivity and compensation plans of employees and workers and rewarding them appropriately on the basis of quality and quantity of performance as an incentive

The Board also remains responsible for removal of operational hazards to life and health of workers friendly environmental work condition and social relationship as demanded of good citizen in a country Chief F inancia l Off icer Company Secretary and Head of Internal Audit and Compliance The Company has appointed Mr M Habibur Rahman FCMA as Chief Financial Officer Mr Sanjib Baran Roy ACS as Company Secretary and Mr Mozibur Rahman FCA as Head of Internal Audit and Compliance as per require-ment of Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission

Audit Committee of Board

The Board of Directors has constituted an Audit Committee of the Board consisting of three Non-Executive Directors namely Mrs Nihad Kabir Independent Director Mrs Ratna Patra Vice Chairman and Anjan Chowdhury Director The Independent Director is the Chairman of the Committee

The Audit Committee carries out its responsibilities as per the provisions of law and submits its report to the Board of Directors from time to time The Audit Committee shall also co-ordinate with the internal and external auditors as and when required The Audit Committee ensures that adequate internal checks amp balances supported by adequate MIS are in place for detection of errors frauds and other deficiencies

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 17

The other responsibilities include inter alia not being limited to the prevention of conflict of interest between the company and its Directors officials customers suppliers government and any other interest groups and detect or remove any scope of insider trading in the companys stock The Audit Committee also ensures compliance of requirements of BSEC and other agencies

Nomination and Remunerat ion Committee of Board

The Board of Directors formed a Nomination and Remuneration Committee of the Board comprising of three Non-Executive Directors namely Mrs Nihad Kabir Independent Director Mrs Ratna Patra Vice Chairman and Anjan Chowdhury Director

The Independent Director is the Chairman of the Committee

The terms of reference of the Nomination amp Remuneration Committee inter alia include to determine the Companyrsquos policy on specific remuneration packages for executive directors to review recommend andor approve remuneration to whole-time Directors to review and approve the Remuneration Policy of the Company to formulate criteria for evaluation of Independent Directors and the Board to devise a policy on Board Diversity to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board the appointment or removal of such persons and to discharge such other functions and exercise such other powers as may be delegated directed by the Board of Directors from time to time

Executive Management

The Managing Director the CEO is the head of the Executive Management Team which comprises senior executive members of the Company Within the limits of delegated authority and responsibility by the Board of Directors Executive Management operates through further delegation of authority at every echelon of the line management

The Executive Management operates within the frame work of policy amp Planning strategies set by the Top Management with periodic performance reporting for guidance The Executive Management is responsible for preparation of segment planssub-segment plans for every profit centers with budgetary targets for every items of goods amp services and are held accountable for deficiencies with appreciation for outstanding and exceptional performances These operations are continuously carried out by the Executive Management through series of Committees Sub-Committees Adhoc Committees amp Standing Committees assisting the line management

Legal Advisers

In order to avail the best legal services for Good Corporate Governance the company has empaneled top ranking legal professionals namely Mr Rokonuddin Mahmud Bar-at-Law and Ms Nazia Kabir Bar-at-Law They have had long term fundamental support to the companys Good Governance efforts

Shareholdersrsquo Relat ionship

Corporate Governance issues include how major policy decisions are made in business corporations how various stakeholders can influence the process who is held accountable for performance and what performance

CORPORATE GOVERNANCE

standards are applied In a nutshell power and influence are crucial in corporate governance As shareholders belong to the most important stakeholders ownership structure has an impact on the balance of power among shareholders Though sponsors usually hold majority shares required for ordinary resolutions public shareholders have a definite role and influence in the passing of special resolutions required for changes in the business object sale of businessproductive assets merger and amalgamation winding up or dissolution and amendments to Memorandum and Articles of Association for protection of minority interest up to 499 of the shareholdings

The position of shareholders as on 30th June 2019 indicates that the sponsors of the company do not hold the required shareholdings (75) for passing special resolutions This allows the public shareholders (individuals amp institutions) to play an effective role in protecting their legal corporate rights

The Company holds regularly as per law the Annual General Meeting (Shareholders Meeting) with adequate Notice and Disclosures in the Directors Report and the Auditors Report on AccountsNotes and Resolutions are passed with consensus and unanimity All reasonable and practicable suggestions are implemented with good grace

All enquiries are attended by the Company Secretary where necessary Internal Audit

Committee investigates matters of signifi-cant merit for consideration by the Management CommitteeManaging DirectorAudit Committee of BoardBoard of Directors as the case may be

The Shareholders as owners are provided with material information on the Companys operation quarterly and annually They are also provided routine services by the Company Secretary in any company matters which is permissible The Board is however responsible to the Shareholders as well as investors for publication of price sensitive information as per regulations of Bangladesh Securities and Exchange Commission A qualified Chartered Secretary is in charge for all these responsibilities as Company Secretary The Company has also a web site to provide permissible information noticesprice sensitive informationfinancial reportsdisclosures and others for the Shareholders and interested investors

Financia l Auditors

The role of the financial auditors in certification of the financial statement is the most significant aspect of Corporate Governance and protection of interest of the investors As evident from the Annual Reports the company rigidly follows the Companies Act Rules of Bangladesh Securities and Exchange Commission listing regulation code of International Financial Reporting Standards (IFRS) International Accounting Standards (IAS) and International Standard of Auditing (ISA) with legally required disclosures of Accounts and Financial Statements

CORPORATE GOVERNANCE

STxL Annual Report 2018-201918

All this has been possible due to the high level capability and integrity of Ms Ahmed Zaker amp Co Chartered Accountants whose unchallenging performance has played a very trustworthy role in the protection of interest of the investors

Compl iance Auditors

The compliance auditors is responsible in certification on compliance of conditions of Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission as well as the provisions of relevant Bangladesh Secretarial Standards of Institute of Chartered Secretaries of Bangladesh Ms Chowdhury Bhattacharjee amp Co Chartered Accountants is the compliance auditors of Square Textiles Ltd appointed by its shareholders in general meeting

D ividend Pol icy

The Management is committed to show a stable policy of distribution of dividend of the accretional wealth (profits) between the current and the future generation of shareholders This would enable the company to enhance its capital wealth and sustain for perpetuity of existence benefiting both the present cohorts and the progeny

Segment Report

The companys operations are carried out on an aggregate basis and are managed as a single operating segment Accordingly the company operates in one segment of developing manufacturing and marketing of cottonyarn for human as well as industrial use

Risk Perception

The Company Management perceives investment risk within the national and international economic perspectives in relation to legal and moral requirements involving inter alia intellectual property right scientific invention WTO Regulation MFA etc and monetary and fiscal investment policies and has prepared its production amp marketing strategies to meet the challenges from these risks

Secretar ia l Standard

Square try their best maintaining of the Secretarial Standard on meetings of the Board of Directors Members (shareholders) Minutes and Dividend issued by the Institute of Chartered Secretaries of Bangladesh

Compl iances

Square has an established procedures to ensure compliance with all applicable statutory and regulatory requirements Respective officers are responsible for ensuring proper compliance with applicable laws and regulations

296

407357 375 394

2014 2015-16 2016-17 2017-18 2018-19

Dividend Payout (Cash) (in million)

18 months

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 19

STATEMENT OF VALUE ADDED For the year ended 30 June 2019

2018-2019

2017-2018

Source of Fund Net Turnover Less Bought in Materials amp Services Add Other Income

8896244091

(7284834794) 14014592

6367124698

(5158927862) 7350278

Value Added 1625423889 1215547114

Applied in the following Ways

Employees Salaries Wages Gratuity and Other benefits Contribution to workers profit participation amp welfare fund

826114579

804319048 21795531

612613848

595211619 17402229

Government Corporate Tax Other Government Dues

66948261

43637491 23310770

71950230

57130653 14819577

Provider of Capital

Dividend

394504000 394504000

469647616 469647616

Retained by the Company

Depreciation Retain Earning

337857049

385899069 (48042020)

61335420

240069108 (178733688)

1625423889 1215547114

6134

46965

7195

61261

33786

39450

6695

82611

2 0 18-19 2 0 17-18

Em pl oye e s

G ove r nme nt

P r ov i de r of Ca p i t a l

Re t a i ne d b y t he C ompa ny

Sq

ua

re

Te

x

GRAPHICAL VIEW

Standalone

In terms of provisions of Section 184 of the Companies Act 1994 Rule 12 (and the schedule there under) of the Bangladesh Securities and Exchange Rules 1987 BSEC Notification on CGC dated 3rd June 2018 and IASndash1 (International Accounting Standardsndash1) codes as adopted by The Institute of Chartered Accountants of Bangladesh (ICAB) it is the pleasure of the Board of Directors to submit its Report to the Members of the Company for the year ended 30 June 2019 in the following paragraphs TEXTILES SECTOR

The Textile and Clothing Sector is the largest manufacturing industry in Bangladesh and plays a significant role in the growth of economy contributes more than 13 in GDP 40 industrial value addition comes from the textile sector generation of about 55 lac of the countryrsquos industrial employment where 80 are female 150 lakh of peoples in support industries depend on this trade and over 86 of the export earnings Spinning Sector is a significant part as backward linkage of textile and clothing value chain to stabilize supply chain and control the major costs The products of the spinning are cotton yarn polyester synthetic yarn woolen yarn and blended yarn mixed of cotton with polyester of different counts Yarns are being used by the weaving sub-sectors like specialized textiles handlooms and knitting and hosiery

Total demand of yarns in Bangladesh around 141 million ton where the local production meet up around 112 million ton In addition almost 85 of cotton yarns and 50 demand for synthetic and blended yarn of export-oriented fabric producing mills are being met by the private sector spinning mills

FINANCIAL PERFORMANCE

The Company reported growth in Revenue of 3972 during the year 2018-2019 due to operation of new project at Habiganj merger of Square Yarns Ltd At Standalone level the Revenue from operations stood at BDT 889624 million compared with BDT 636713 million in the Previous Year The Operating Profit stood at BDT 69785 million as against BDT 44419 million in the Previous Year an increase by 5711 The Net Profit increased by 1909 stood at BDT 34646 million against BDT 29091 million reported in the previous year

The Consolidated Revenue from operations for FY 2018-2019 was BDT 1056204 million as against BDT 941187 million in the Previous Year registering a growth of 1222 The Profit from Operation was 84218 million as against BDT 67226 million in the Previous Year and Net Profit for the year stood at BDT 42902 million against BDT 45706 million reported in the previous year

The Consolidated Profit from Operation increased by 2528 but the Net Profit declined by 613 during 2018-2019 due to increase in a) Worker Wages and Salary as a revision took place in the wages structure as per Labour Law and b) Finance Cost against new investment for expansion

DIRECTORSrsquo REPORT to the Members for the year ended 30 June 2019

Operating Income

69785

5711 Tk In million

44419

2018-19

2017-18

STxLAnnual Report 2018-2019 21

COMPANYrsquoS OPERATIONS

Square Textiles has over 22 years of experience and competency in yarn spinning arena The industry is one of the largest producers of knitting amp weaving yarns in Bangladesh Today it has one of the most sophisticated vertically integrated set-ups by which Square Textiles are producing around 110 ton of yarns every day Square Textiles focus on more sustainable and eco-friendly products namely Organic BCI Tencel Re-cycle (cotton and Polyester) etc We are developing more value added product ie Galaxy Flutter Lurex Mozaik Neppy Snow Siro etc that are more fashion trendy and higher valued export earner Square Textiles are recognized by our valued customers through quality products with committed services CapacityProduction

During the last few years Square Textiles are facing huge power crisis ie scarcity of gas supply and competition in the domestic and international market To cope with the situation Square Textiles have arranged alternative fuel generated power and adopted multiple product mix to attain high margin benefit as an alternative production technique Hence Square Textiles have restated the production capacity installation criterion and actual production quantity to make them (The production data) equivalent amp comparable

The production efficiency increased during the year 2018-19 to 9670 from 9626 than that of efficiency of 2017-2018

lsquo

The total installed production capacity (at average 30s Ring and 14s OE counts) as on June 30 2019 was as follows

SpindlesRotors In Nos 2018-19 2017-18

Installation

Spindle Installed 122976 81648

Rotor head Installed 3960 3960

Vortex head Installed 2784 672

Operation

Spindle Operated 122976 81648

Rotor head Operated 3960 3960

Vortex head Operated 2784 672

Product Capacity Installed in Kg

2018-19 2017-18 Equivalent to-

30s Count (Ring Yarn) 18171216 9944673

14s Count (OE Yarn) 9042222 10043927

30s Count (Vortex Yarn) 7927500 2450000

Total - 35140938 22438600

Actual Production in Kg 2018-19 2017-18

Actual Production 33622604 22925478

Equivalent to-

30s Count (Ring Yarn) 17617160 9400675

14s Count (OE Yarn) 8722390 9810863

30s Count (Vortex Yarn) 7642423 2388957

Total - 33981973 21600495

Production Efficiency in

2018-19 2017-18

Equivalent to-

30s Count (Ring Yarn) 9695 9453

14s Count (OE Yarn) 9646 9768

30s Count (Vortex Yarn) 9640 9751

Total (Average) - 9670 9626

D I R E C T O R S rsquo R E P O R T

STxL Annual Report 2018-201922

Cost of Production

The cost of production has varied during the past years primarily due to wide fluctuations in the price of raw cotton packing materials fuel amp power and spare parts which were beyond the control of the Management

The level of costs and their incidences are given below

in Kg 2018-19 2017-18

Output of Yarn 33623 22925 Cost of Major Items in Tk lsquo000

2018-19 2017-18

Raw Material Consumed

6040169 4139044

Packing Materials 85725 60165

FuelPower etc 592512 610729

Spare Parts 161055 150006

Other Overhead 1137374 771737

Total Cost - 8016835 5731681 Unit CostKg in Tk

2018-19 2017-18

Raw Material 17964 18055

Packing Materials 255 262

FuelPower etc 1762 2664

Spare Parts 479 654

Other Overhead 3383 3366

Total Unit Cost- 23843 25001 Raw Material Cost of Total Cost- 7534 7222

The above figure reveals that though the raw material cost per unit decreased by 050 packing materials cost decreased by 267 Fuel Power cost decreased by 3386 Spare Parts cost decreased by 2676 and other overheads increased by 051 which lead to total unit cost decreased by 463 in 2018-19 over 2017-18

The production was increased by 4565 in volume over last year

During the year under review the price of raw cotton in the international market was stable MARKETING OPERATIONS Market Exposure

The marketing operations of the Company continued its emphasis on export sales over the years which are depicted below

Quantity Sold (Kg) in lsquo000

2018-19 2017-18

Export Sales 33609 22755

Total - 33609 22755 Sales Revenue (Tk) in lsquo000

2018-19 2017-18

Export Sales 8896244 6367125

Total - 8896244 6367125 The market exposure saying that there was no local sales revenue for the period under review The export (overall) sales quantity increased by 4770 and Sales Revenue increased by 3972 in 2018-19 over 2017-18 Be noted that Square Yarns Ltd (subsidiary of Square Textiles) has merged with Square Textiles Ltd from January 01 2019 Unit Selling Prices Attained The Selling Prices (TakaKg) over the years varied as shown below

2018-19 2017-18

Export Sales 26470 27981

Total - 26470 27981 The Export Selling Prices in the year of 2018-19 over 2017-18 decreased by 540 due to decline the export demand and fallen the price of cotton yarn in the international market The price of yarn has also fallen due to the trained trade relationship between the US and China

D I R E C T O R S rsquo R E P O R T

STxLAnnual Report 2018-2019 23

STxL Annual Report 2018-201924

INDUSTRY OUTLOOK

In the wake of changing world demand structure Bangladesh is on the track of progressive higher demand for garments of mind to higher quality brands due to fiscal war between the large economics such as USA China EU etc The sector offers great scope of expansion and double the foreign exchange earnings provided Government becomes alert and provide necessary fiscal and monetary support incentives to Local strategic investors RISK amp CONCERN

Absence of long range planning inadequate strategic investment policies variable uncertain fiscal amp monetary policies disorderly employment crises Buyersrsquo dominance international trade barriers internal law and order situation especially in transport sector and lack of appropriate infrastructure etc offer risk of business and investment

CAPITAL EXPENDITURES

Square Textiles made an additional net capital expenditure of Tk 142358 million in order to upgrade production facilities and increase the production capacity during year 2018-2019 as follows

in lsquo000 2018-19 2017-18

LandCivil Construction - 78954

Plan amp Machinery 1277574

761860

Other Fixed Assets 146010 500913

Total - 1423584

1341727

The above investments had enabled the company to sustain the rate of production efficiency at the reasonable level over the years The entire amount has been invested out of its internal generation of fund and bank borrowing

INVESTMENT IN SUBSIDIARIES Square Textiles has invested Tk 95000000 as equity (9948) in the capital of Square Yarns Limited which has merged with Square Textiles on 01 January 2019

Square Textiles has also invested Tk 65783760 as equity (95) in the capital of Square Texcom Limited and has also deposited Tk 423550119 as share money deposit

As per provision of the Company Act 1994 Square Texcom Limited is subsidiary of Square Textiles Limited and as such Directors Report along with Auditors Report amp Audited Financial Statement have been included as part of this report

FOREIGN EXCHANGE EARNEDSAVED Square Tex has contributing substantial amount to the Foreign Exchange Reserve of the Country During the year Tk 6864 million has earnedsaved and contributed through its export marketing operation which is depicted below

in lsquo000 2018-19 2017-18 Total Export Earning 8164635 5711889

Less Import Costs

Raw Cotton 6824907 4228368 Spare Parts 219770 126773 Misc (with BMRE) 1051317 1131055

Net Export Earnings 68641 225693

D I R E C T O R S rsquo R E P O R T

Net Profit (After Tax)

Income

34646

1909 Tk In million

29091

2018-19

2017-18

Standalone

D I R E C T O R S rsquo R E P O R T

STxLAnnual Report 2018-2019 25

FINANCIAL RESULTS The Companyrsquos operating financial results as compared to the previous year are summarized hereunder

in lsquo000 Particulars 2018-19 2017-18 in Turnover 8896244 6367125 3972 Cost of Goods Sold 7944893 5695595 3949 Gross Profit 951351 671530 4167 Administrative Expenses 241150 221509 887 Selling amp Dist Expenses

12352 5834 11172 Operating Income 697849 444187 5711 Finance Cost 254158 86090 19522 Other Income 14015 7350 9067 Net profit before WPPF 457706 365447 2525 Contribution WPPF 21796 17402 2525 Net profit (Before Tax) 435911 348045 2525 Provision for Income Tax 35861 38201 613 Provision for Deferred Tax 53588 18930 18309 Net Profit (After Tax) 346462 290914 1909 Gross Profit Margin 1069 1055 133 Net Profit Margin (AT) 389 457 1488 EPS (Earning Per Share) 176 147 1973

The Turnover Gross Profit and Net Profit (After Tax) increased by 3972 4167 and 1909 respectively during the year of 2018-19 in comparison to previous year due to operation of new project at Habiganj merger of Square Yarns Ltd incline of USDTaka conversion rate and impact of product mix resulting in increase in Earning Per Share (EPS) by the same level

Gross Profit Margin increased by 133 and Net Profit Margin decreased by 1488 due to increase in operating amp finance cost in the year under review

The Cost of Goods Sold has increased during the year of reporting due to increase in cost of raw materials fuelpower and factory overheads which were beyond the control of the Management

The Cost of Goods Sold per unit has declined by 556 in the current Year over previous year due to changes in cost of raw materials consumed packing cost Power Cost and Spare Cost in the reporting Year than previous year

The Company however earned an extra 9067 non-operating income (stated in Note No 25 of standalone accounts) during the year 2018-2019 against last year due to increase of conversion rate of foreign currency (USD) as fluctuation gain CONTRIBUTION TO NATIONAL EXCHEQUER Square Tex contributed an amount of Tk 6694 million during the year of 2018-2019 to the National Exchequer

EXTRA-ORDINARY ACTIVITIES

The Company did not undertake or continue any extra-ordinary activities and did not suffer or gain any loss or gain from such activities

RELATED PARTY TRANSACTION

The Company had undertaken several related party transaction detail of which are given in Note No 39 of the standalone Accounts

MINORITY INTERESTS

In compliance with Condition No 1(5) (xvi) of the Corporate Governance Code 2018 of BSEC the Board hereby confirms that the interests of the minority shareholders have been duly protected in the Company

APPROPRIATION OF PROFIT

The Board of Directors recommended the appropriation of the net profit earned for the year ended June 30 2019 in the following manner

in Taka a) Fund available for

appropriation including profit for the year 2018-19

5251902027

b) Recommended for Cash Dividend 20 394504000

c) Net General Reserve amp Surplus 4857398027

ELECTION OF DIRECTORS Mrs Anita Chowdhury and Mr Tapan Chowdhury Directors of the Company retires as per article 125 amp 126 of Articles of Associa-tion and being eligible offer themselves for re-election Brief resume and other information of the above mentioned Directors are depicted in Annexure-lll

The Board of Directors has appointed Mr S M Rezaur Rahman as an Independent Director for the in its meeting dated 1st August 2019 Brief resume and other information of the above mentioned director is depicted in Annexure-lll

APPOINTMENT OF STATUTORY AUDITORS The existing Statutory Auditors of the Company Ms Ahmed Zaker amp Co Chartered Accountant retires at this 24th Annual General Meeting on completion of consecutive 3 (three) years

They are not eligible for reappointment as per Order of Bangladesh Securities and Exchange Commission

Ms KM Hasan amp Co Chartered Accountant expresses their interest to be appointed as Auditors of the Company for the year 2019-2020 The Board of Directors has recomme-nded their appointment

APPOINTMENT OF COMPLIANCE AUDITORS Ms Chowdhury Bhattacharjee amp Co Chartered Accountant retires at this Annual General Meeting and being eligible offered themselves for re-appointed as Compliance Auditor of the Company for the year 2019-2020

Dividend Payout (Cash)

39450

500 Tk In million

37572

2018-19

2017-18

D I R E C T O R S rsquo R E P O R T

STxL Annual Report 2018-201926

APPOINTMENT OF INDEPENDENTDIRECTOR

D I R E C T O R S rsquo R E P O R T COSOLIDATION OF ACCOUNTS

In terms of BSEC Regulations the company has consolidated the Accounts following the codes of International Accounting Standard - 28 amp IFRS-10 reflecting shareholders gross benefitsvalue of investments

A six months (July-Dec 2018) financial performance of Square Yarns Ltd which has been merged with Square Textiles Ltd considered in consolidation of Financial Statement of Square Textiles Ltd

Said Financial Statements are presented herewith in page

CORPORATE GOVERNANCE COMPLIANCE REPORT In accordance with the requirement of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission a statement in pursuance to Clause 1(5) Resume of the Directors who shall be reappointed Audit Committee Report as per clause 5(7) Certificate from the CEO and CFO to the Board UNDER CONDITION No 3(3) Certificate on Compliance of Conditions of Corporate Governance Code by the Compliance Auditors and Status of Compliance are depicted in the Annexure - I II III IV V and VI respectively

MANAGEMENT APPRECIATION The Board of Directors record with deep appreciation the performance of the management the officers staff and workers whose relentless effort helped to increase the productivity as well as the net profit despite the natural and unnatural adverse factors of production and marketing throughout the country and the world It is expected the employees and the management will continue to improve the results for the interest of shareholders whose unswerving trust in management has always been an inspiration to the Board of Directors The Directors humbly express its gratitude and acknowledge with keen interest the cooperation and unflinching support it has received from various agencies including Bangladesh Securities and Exchange Commission Stock Exchanges National Board of Revenue and other agencies of the public and the private sector We look forward to brighter future for all of us Tapan Chowdhury Chairman In the event of conflict between English text and Bangla

text of this report English text shall be prevailed

Foreigner 333

General Public 1362

Institutions 2122

SponsorDirectors 6183

THE

OW

NER

S

STxLAnnual Report 2018-2019 27

no 105

Pursuant to Condition No 1 (5) (xxv) of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission the Managementrsquos Discussion amp Analysis for the year ended 30 June 2019 are presented hereunder

Accounting Policies and Estimation for Preparation of Financial Statements

Square Textiles Ltd follows International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) along with prevailing local rules and regulations applicable for preparation of financial statements Detail description of accounting policies and estimation used for preparation of the financial statements of the Company are disclosed in the Notes No 2 and 3 to the standalone financial statements

Changes in Accounting Policies and Estimation

Square Tex has been following consistent policies and estimation and there is no such changes in accounting policies or estimation which has material impact on financial statements

Comparative Analysis of Financial and Operational Performance

The Directorsrsquo Report provides the analysis of financial performance and position during the year under review and also a detail comparison of financial performance and position as well as cash flows are presented as part of the financial statements including notes

However major areas of financial performance financial position as well as cash flows with immediate preceding five years including effects of inflation are depicted here in below

Figures Tk in lsquo000Particulars 2018-19 2017-18 2016-17 2015-16 2014 2013 Financial Performance Revenue 8896244 6367125 5020425 4998758 5115828 5238437 Gross Profit 951351 671530 525634 787050 868716 948720 Net Profit (Before Tax) 435911 348045 297592 573967 644992 696779 Net Profit (After Tax) 346462 290914 252494 486236 541192 587782 Financial Performance (Inflation Adjusted) Base Year Revenue 6730201 5064936 4224494 4435082 4807657 5238437 Gross Profit 719718 534190 442301 698300 816386 948720 Net Profit (Before Tax) 329776 276864 250412 509245 606139 696779 Net Profit (After Tax) 262106 231417 212464 431407

508591 587782 Financial Position Shares Outstanding 197252000 187859048 178913379 162648527 147862298 134420271 Shareholdersrsquo Equity 7224422 5386034 5452946 5607074 5158723 4886371 Total Assets 12954548 9425480 7511325 6695189 6265137 6358457 Total Liability 5730126 4039447 2058379 1088115 1106416 1472086 Current Assets 6396837 4430793 3618295 3547893 3903436 4163698 Current Liabilities 5494425 3910867 1948729 965544 993110 1363962 Financial Position (Inflation Adjusted) Base Year Shares Outstanding 149225404 149438583 150548699 144307771 138786108 134420271 Shareholdersrsquo Equity 5465431 4284496 4588443 4974803 4847968 4886371 Total Assets 9800396 7497804 6320490 5940219 5887733 6358457 Total Liability 4334964 3213309 1732046 965416 1039767 1472086 Current Assets 4839346 3524618 3044655 3147822 3668298 4163698 Current Liabilities 4156651 3111026 1639780 856666 933286 1363962

STxL Annual Report 2018-201928

MANAGEMENTrsquoS DISCUSSION amp ANALYSIS

Particulars 2018-19 2017-18 2016-17 2015-16 2014 2013 Cash Flow Net Cash Generated from Operating Operating Activities

(686379) (291474) 138081 652153 831462 690506 Net Cash Used in Investing Activities (1432871) (1341726) (913875) (884274) (332348) (528781) Net Cash Used in Financing Activities 1771675 1696880 498970 362874 (406231) (219733) Cash Flow (Inflation Adjusted) Base Year Net Cash Generated from Operating Activities

(519261) (231375) 116190 578614 781376 690506 Net Cash Used in Investing Activities (1083998) (1067320) (768991) (784592) (312328) (528781) Net Cash Used in Financing Activities 1340310 1349838 419864 321968 (381760) (219733) Financial Ratio Current Ratio 116 113 186 367 393 305 Debt to Equity 126 133 265 515 466 332 Gross Profit Margin (In ) 1069 1055 1047 1574 1698 1811 Net Profit Margin (In ) 389 457 503 973

1058 1122

Return on Equity (In ) 480 540 463 867 1049 1203 Return on Assets (In ) 267 309 336 726 864 924

Ordinary Shares Information Shares Outstanding 197252000 187859048 178913379 162648527 147862298 134420271 Face Value per Share 1000 1000 1000 1000 1000 1000 Dividend-Cash (In ) 20 20 20 25 20 20 Dividend-Stock (In ) 0 5 5 10 10 10 Dividend Payout (Cash+Stock) in lsquo000 394504 469648

447283 569270

443587

403261

Net Assets Value per Share 3663 2731 2764

2843 2615

2477 Net Operating Cash Flow per Share -348 -148 070 331 422 350

EPS-Earnings per Share (Standalone) 176 147 128 247 274 298 EPS-Earnings per Share (Consolidated) 218 232 209 376 408 424 EPS on Share Issued for Cash 1375 1155 1002 1930 2148 2333 Inflation Rate (In ) 552 578 544 592 641 Base Year

Inflation Rate Source Bangladesh Bureau of Statistics Comparison of Financial Performances with peer industry scenario A comparison of financial performances financial position as well as cash flows of 5 (five) spinning companies which are listed and in order of market capitalization as on 30 June 2018 are presented below

Figures Tk in lsquo000

Particulars Square Tex Saiham Tex Matin Spinning Aman Cotton Rahim Tex Financial Performance Revenue 6367125 2178120 4050914 1609936 995951 Gross Profit 671530 261738 608972 399139 157205 Net Profit (Before Tax) 348045 136110 355748 302961 61945 Net Profit (After Tax) 290914 109176 302605 257278 50781 Financial Position Shares Outstanding 187859048 90562500 97490000 80000000 78179200 Shareholdersrsquo Equity 5386034 2443445 4253199 3386614 319828 Total Assets 9425480 4964752 6722247 4628617 1591881 Total Liabilities 4039447 2521307 2469048 1242003 1272053 Current Assets 4430793 3032529 2488439 2854217 1006324 Current Liabilities 3910867 2268171 1906173 1100038 978488 Cash Flow Net Cash Generated from Operating Activities

(290861) 13306 549442 143942 88788 Net Cash Used in Investing Activities (1341726) 172528 (82089) 55092 (160576) Net Cash Used in Financing Activities 1696880 (186599) (717380) (120475) 144891 Market Capitalization (in 000) 9014416 4256438 3704620 3559417 3448485

Managementrsquos Discussion amp Analysis

STxLAnnual Report 2018-2019 29

Financial and Economic Scenario of Bangladesh and the Globe (in brief)

Bangladesh is the 41st largest in the world in nominal terms and 30th largest by purchasing power parity (PPP) it is classified among the Next Eleven emerging market middle income economies and frontier market GDP growth is accelerating gradually Along with the current FY2018-19 the GDP growth rate of the economy of Bangladesh surpassed the 7 percent mark for consecutive four times since FY2015-16 According to Estimated Bangladesh Bureau of Statistics (BBS) the GDP growth stood at 813 percent in FY2018-19 which was 786 percent in previous fiscal year High growth of manufacturing sector under broad industry sector has contributed significantly to achieve high GDP growth in this fiscal year

Per capita GNI (Gross National Income) and GDP (Gross National Product) stood at US$1909 and US$1827 respectively in FY2018-19 compared to US$1751 and US$1675 respectively in FY2017-18 On the basis of PPP (Purchasing Power Parity) calculated by UNDP the per capita GNI stood at US$3524 The real GDP growth for World economy stands at 33 (Source IMF)

Bangladesh registered the fastest growth rate in the Asia-Pacific economies comprised of 45 countries according to Asian Development Bank Bangladesh will continue to be the fastest growing economy in the Asia-Pacific the bank said in its Asian Development Outlook (ADO)

Public and private investment were important contributors to the high GDP growth rate in 2019 Real investments increased by 1388 Public investment to GDP ratio increased while private investment to GDP ratio decreased However Foreign Direct Investment (FDI) declined to USD 158 billion in FY 2018 from 165 billion in FY 2017 Bangladesh leaped up 7 places in the Global Competitiveness Index from 2017 but it ranked the lowest amongst its East and South Asian neighbors in Ease of Doing Business Ranking 2018 The countryrsquos Logistics

Performance Index has dropped over the last two years signaling a significant concern for local and foreign investors

One of the most densely populated economies in the world Bangladesh has continued making impressive strides in achieving social development goals for its 16555 million citizens The resilience of the countryrsquos economy is commendable However sound economic policy must be implemented to mitigate underperformance of the financial sector diversify exports and create better employment opportunities by increasing private investment It also require to mitigate the infrastructure bottlenecks insufficient power and gas supplies bureaucratic corruption political instability natural calamities and a lack of skilled workers

Risks and Concerns issues related to the financial statements

Square Tex has exposure to the Counterpart Risk Financial Risk Credit Risk Liquidity Risk and Market Risk arising from the financial statements The detail explanation of risk and concerns are explained in the Note 38 to the consolidated financial statements Square Tex having sufficient and effective measures controls to mitigate the risk and concerns

Future Plan or Projection or Forecast

The Management of Square Tex is very sincere in adoption of necessary feasible plans and strategy in respect of sustainability in its performances amp financial position and to continue the operations for foreseeable future

Managementrsquos Discussion amp Analysis

STxL Annual Report 2018-201930

The number of Board Meeting and the Attendance of Directors during the year 2018-2019 were as follows

Name of the Directors Position Meeting Held Attended Mr Tapan Chowdhury Chairman 8 8 Mrs Ratna Patra Vice Chairman 8 8 Mr Samuel S Chowdhury Managing Director 8 8 Mrs Anita Chowdhury Director 8 5 Mr Anjan Chowdhury Director 8 8 Mr Syed Afzal Hasan Uddin Independent Director 8 7 Mrs Nihad Kabir Independent Director 8 8

Mr S M Rezaur Rahman Independent Director 8 0 Tenure Expired on 8th May 2019 Appointed on 1st August 2019

The pattern of shareholding as on 30 June 2019 are as follows

Name of the Shareholders Status Shares held i ParentSubsidiaryAssociated

Companies and other related parties

- - -

ii Directors Chief Executive Officer Chief Financial Officer Company Secretary Head of Internal Audit and their Spouses and Minor Childrens

Mr Tapan Chowdhury Chairman 6588167 334 Mrs Ratna Patra Vice Chairman 4474493 227 Mr Samuel S Chowdhury Managing Director 6181939 313 Mrs Anita Chowdhury Director 5843083 296 Mr Anjan Chowdhury Director 5401909 274 Mrs Nihad Kabir Independent Director - - Mr S M Rezaur Rahman Independent Director - - Mr M Habibur Rahman Chief Financial Officer - - Mr Sanjib Baran Roy Company Secretary - - Mr Mozibur Rahman Head of Internal Audit amp Compl - -

iv Executives Mr Md Alamgir Hossain Head of Operations - - Mr Suresh Chadra Bala Head of Plant 525 00003 Mr Md Abdur Rahman Head of Engineering 3215 00016 Mr Avijit Kumar Biswas Head of Procurement - - Mr Md Shahid Raihan Head of Quality Assurance - -

v Shareholders Holding 10 or more voting interest in the company Square Pharmaceuticals Ltd Sponsor Shareholder 91436679 4636

The Financial Statement of the Company

present true and fair view of the Companyrsquos state of affairs result of its operation cash flows and changes in equity

Proper books of accounts as required by the prevailing law have been maintained

Appropriate accounting policies have been followed in formulating the financial statements and accounting estimates were reasonable and prudent

The financial statement was prepared in accordance with IAS or IFRS

The internal control system is sound in design and is effectively implemented and monitored

There is no significant doubt about the companyrsquos ability to continue as a going concern

There is no significant deviation from the operating result of the last year

Key operating and financial data of last five years have been presented in summarized form in page no 14

Remuneration of Directors including Independent Director have been shown in Note no 22 in the Notes of Account

Annexure I to the Directorsrsquo Report

THE DIRECTORS ALSO REPORT THAT

STxLAnnual Report 2018-2019 31

A UDIT COM MIT T EE R EPO RT For the year 2018-2019

Square Textiles Limited having an Audit Committee as a subcommittee of the Board of Directors in order to assist the Board of Directors in ensuring and fulfilling its oversight responsibilities The Audit Committee consists of the following persons

Mrs Nihad Kabir Independent Director - Chairman Mrs Ratna Patra Vice Chairman - Member Mr Anjan Chowdhury Director - Member Mr Sanjib Baran Roy Company Secretary - Secretary

The scope of Audit Committee was defined as under

(a) Review and recommend to the Board to approve the quarterly and annual financial statements prepared for statutory purpose

(b) Monitor and oversee choice of accounting policies and principles internal control risk management process auditing matter hiring and performance of external auditors

(c) Review statement of significant related party transactions submitted by the management

(d) Carry on a supervision role to safeguard the systems of governance and independence of statutory auditors and

(e) Review and consider the report of internal auditors and statutory auditors observations on internal control

Activities carried out during the year

The Committee reviewed the integrity of the quarterly and annual financial statement and recommended to the Board for consideration The Committee had overseen reviewed and approved the procedure and task of the internal audit financial report preparation and the external audit reports The Committee found adequate arrangement to present a true and fair view of the activities and the financial status of the company and didnrsquot find any material deviation discrepancies or any adverse findingobservation in the areas of reporting

Mrs Nihad Kabir Chairman Audit Committee Date 13th October 2019

Annexure II to the Directorsrsquo Report

STxLAnnual Report 2018-2019 33

D I R E C T O R S P R O F I L E

W ho ar e se ek i ng a ppointm ent

Re-appointment of Director

Mrs Anita Chowdhury is a Director of Square Textiles Ltd spouse of late Samson H Chowdhury Founder Chairman of the Company Mrs Chowdhury is associated with the business from its inception in 1994 She is also a shareholder of Square Pharmaceuticals Ltd (Listed Company) Mrs Anita Chowdhury is also Director in 3 other private limited company namely Astras Limited Square Holdings Limited and Square Air Limited under the Square Group Mr Tapan Chowdhury is a Director of Square Textiles Ltd from its inception in 1994 and appointed as Chairman in 2018 second son of late Samson H Chowdhury founder Chairman of the Company Science graduate from the University of Dhaka and has completed different advanced courses on Business Management in Europe Having a prosperous experience of more than 37 years in Pharmaceuticals Hospitals Textiles RMG IT Healthcare Toiletries Food amp Consumer Products Organic Tea Plantation Capital Market Operation amp Satellite TV Broadcasting

Mr Chowdhury also Sponsor Director in 30 other private limited company namely Square Hospitals Ltd Square Toiletries Ltd Square Fashions Ltd Square Denims Ltd Square Food amp Beverages Ltd Square Securities Management Ltd Square Air Ltd Astras Ltd Sabazpur Tea Company Ltd Maasranga Communications Ltd (Maasranga Television) under the Square Group

At present he is the Chairman of Bangladesh Herbal Products amp Manufactures Association and Koinonia President of United Baptist Church Trust Association Vice President of Baptist World Alliance and Asia Pacific Baptist Federation EC Member of International Chamber of Commerce and Kurmitola Golf Club

He was an Advisor (Minister) to the Caretaker Government of Bangladesh in 2007 Mr Chowdhury was also a Former President of The Metropolitan Chamber of Commerce and Industry (MCCI) Young Menrsquos Christian Association (YMCA) and Bangladesh Baptist Church Fellowship (BBCF)

Mr Tapan Chowdhury has been awarded several times as a highest individual taxpayer in the Country CIP (Commercially Important Person)

Appointment of Independent Director

Mr S M Rezaur Rahman Economics Graduate Dhaka University is a capital market consultant and Director of United Corporate Advisory Services Ltd a firm of financial amp investment advisory and post issue management of initial public offer of securities amp other related jobs in Bangladesh Mr Reza has a rich experience of more than 35 years in capital market issue and post issue management of initial public offering of securities and in the corporate arena Mr Reza was a partner in AAA Consultant amp Financial Advisors from 1994 to 2004 served as Managing Director of SofSys Computing amp Data Processing Ltd from 1994 to 2011

He was inducted as Nominated Director in the Board of Aramit Cement Limited and Aramit Limited for three years Mr Reza was also the Independent Director of CVO Petrochemical Refinery Ltd Aramit Cement Limited amp Aramit Limited and Chairman of the Audit Committee of Aramit Cement Limited and Aramit Limited

Annexure III to the Directorsrsquo Report

DECLARATION BY CEO AND CFO Under Condition 1(5)(xxvi) of CGC

The Board of Directors Date 13 October 2019 Square Textiles Ltd Square Centre 48 Mohakhali CA Dhaka Subject Declaration on Financial Statements for the year ended on 30th June 2019 Dear Sirs Pursuant to the condition No 1(5)(xxvi) imposed vide the Commissionrsquos Notification No BSEC CMRRCD2006 -158207Admin80 Dated 3 June 2018 under section 2CC of the Securities and Exchange Ordinance 1969 we do hereby declare that 1 The Financial Statements of Square Textiles Ltd for the year ended on 30th June 2019 have been

prepared in compliance with International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS) as applicable in the Bangladesh and any departure there from has been adequately disclosed

2 The estimates and judgments related to the financial statements were made on a prudent and reasonable basis in order for the financial statements to reveal a true and fair view

3 The form and substance of transactions and the Companyrsquos state of affairs have been reasonably and fairly presented in its financial statements

4 To ensure above the Company has taken proper and adequate care in installing a system of internal control and maintenance of accounting records

5 Our internal auditors have conducted periodic audits to provide reasonable assurance that the established policies and procedures of the Company were consistently followed and

6 The managementrsquos use of the going concern basis of accounting in preparing the financial statements is appropriate and there exists no material uncertainty related to events or conditions that may cast significant doubt on the Companyrsquos ability to continue as a going concern

In this regard we also certify that -

(i) We have reviewed the financial statements for the year ended on 30th June 2019 and that to the best of our knowledge and belief

(a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading

(b) these statements collectively present true and fair view of the Companyrsquos affairs and are in compliance with existing accounting standards and applicable laws

(ii) There are to the best of knowledge and belief no transactions entered into by the Company during the year which are fraudulent illegal or in violation of the code of conduct for the companyrsquos Board of Directors or its members

Sincerely yours Samuel S Chowdhury M Habibur Rahman Managing Director Chief Financial Officer

Annexure IV to the Directorsrsquo Report

STxL Annual Report 2018-201934

CERTIFICATE OF COMPLIANCE Under Condition 1(5)(xxvii) of CGC

L imited on compliance on the Corporate Governance Code

We have examined the compliance status to the Corporate Governance Code by Square Textiles Limited for the year ended on 30th June 2019 This Code relates to the Notification No BSEC CMRRCD2006 -158207Admin80 Dated 3 June 2018 of the Bangladesh Securities and Exchange Commission Such compliance with the Corporate Governance Code is the responsibility of the Company Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of the Corporate Governance Code This is a scrutiny and verification and an independent audit on compliance of the conditions of the Corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Corporate Governance Code We state that we have obtained all the information and explanations which we have required and after due scrutiny and verification thereof we report that in our opinion

(a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the above mentioned Corporate Governance Code issued by the Commission or not complied (if not complied specify non-compliances)

(b) The company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code

(c) Proper books and records have been kept by the company as required under the Companies Act 1994 the securities laws and other relevant laws and

(d) The governance of the company is satisfactory

Place Dhaka BK Bhattacharjee FCA Dated 14 October 2019 Chartered Accountants

Partner Chowdhury Bhattacharjee amp Co

Annexure V to the Directorsrsquo Report

STxLAnnual Report 2018-2019 35

Report to the Shareholders of Square Texti les

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

100 Board of Directors 1(1) Board Size (minimum - 5 and maximum - 20) radic 1(2) Independent Director 12(a) 15th of total as Independent Director (ID) radic 12 (b) (i) Does not hold any share of less than 1 shares in the Company radic 12(b) (ii) Not a Sponsor of the Company radic 12 (b)(iii) Who has not been an executive of the company radic 12 (b)(iv) Does not have other relationship radic 12 (b)(v) Not a Member or TREC Director or Officer of any Stock Exchange radic 12 (b)(vi) Not a ShareholderDirectorOfficer of any MemberTREC holder of Stock Exch radic

12 (b)(vii) Not a partner or an Executive or was not a partner or an Executive during the preceding 3 (Three) years of the concerned Companyrsquos statutory audit firm radic

12 (b)(viii) Not an Independent Director in more than five listed Companies radic

12 (b)(ix) Not Convicted by a court of competent jurisdiction as a defaulter in payment of any loanadvance to a Bank or a Non-Bank Financial Institution radic

12 (b)(x) Not convicted for a Criminal Offence radic 12 ( c ) Appointed by the Board and approved by the shareholders in AGM radic 12 (d) Post cannot remain vacant more than 90 days radic 12 (e) Tenure of the Independent Director radic 13 Qualification of Independent Director 13(a) Independent Director shall be a knowledgeable individual radic 13(b)(i) Business Leader who is or was a promoter or director of an unlisted company radic 1(3)(b)(ii) Should be a Corporate LeaderBusiness Leader radic

1(3)(b)(iii) Former official of government radic

1(3)(b)(iv) University Teacher who has educational background in Economics or Commerce or Business Studies or Law radic

1(3)(b)(v) Professional Chartered Accountant Secretary or equivalent qualification radic 1 (3) ( c) The independent director shall have at least 10(ten) years of experiences radic 1 (3) (d) Relaxation in special cases NA 1(4) Duality of Chairperson of the Board of Directors and Managing Director or Chief Executive Officer 1(4)(a) The posts of Chairperson of the board and CEO are different individuals radic

1(4)(b) MD andor CEO of a listed Company shall not hold the same position in another listed Company

radic

1(4)(c) The Chairperson shall be elected form among the non-executive directors radic

1(4)(d) The Board shall clearly define respective roles and responsibilities of the Chairperson and the Managing Director andor CEO

radic

1(4)(e) In absence of Chairperson of the Board etc radic

1(5) The Directorsrsquo Report to Shareholders 1(5)(i) Industry outlook and possible future developments in the industry radic 1(5)(ii) Segment-wise or product-wise performance radic 1(5)(iii) Risks and concerns including internal and external risk factor radic 1(5)(iv) Discussion on Cost of Goods sold Gross profit Margin and Net Profit Margin radic 1(5)(v) Discussion on continuity of any extraordinary activities and implications radic 1(5)(vi) Detailed discussion and statement on related party transactions radic 1(5)(vii) Utilization of proceeds from publicrights issues andor through any others NA

1(5)(viii) Explanation if the financial results deteriorate after the company goes for IPO RPO Rights Offer Direct Listing etc NA

1(5)(ix) Explanation by the Management if significant variance occurs between Quarterly Financial Performance and Annual Financial Statements NA

1(5)(x) Remuneration to Directors including Independent Director radic

1(5)(xi) Statement that financial statements prepared by the management of the issuer present fairly its state of affairs the result of its operations cash flows and changes in equity

radic

1(5)(xii) Proper books of account of the issuer company have been maintained radic

1(5)(xiii) Appropriate accounting policies have been consistently applied in preparation to the financial statements and that the accounting estimates are based on reasonable and prudent judgment

radic

1(5)(xiv) International Accounting Statement (IAS) Bangladesh Accounting Standard (BAS) International Financial Reporting standard (BFRS) as applicable in Bangladesh have been followed in preparation of the financial statements and any departure there-from has been adequately disclosed

radic

1(5)(xv) The system of internal control is sound in design and has been effectively implemented and monitored radic

1(5)(xvi) A statement that minority shareholders have been protected from abusive actions by or in in the interest of controlling shareholders acting either directly or indirectly and have effective means of redress

radic

STATUS OF COMPLIANCE Under Condition 1(5)(xxvii) of CGC

Annexure VI to the Directorsrsquo Report

STxL Annual Report 2018-201936

Annexure VI to the Directorsrsquo Report

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

1(5)(xviii) Significant deviations from the last yearrsquos operation results of the issuer company shall be highlighted and the reasons there of should be explained radic

1(5)(xix) Key operating and financial data of at least preceding 5 (Five) years shall be summarized radic

1(5)(xx) If the issuer company has not declared dividend (cash or stock) for the year the reasons there of shall be given NA

1(5)(xxi) Boardrsquos statement to the effect that no bonus shares or stock dividend paid as interim dividend NA

1(5)(xxii) The number of Board meetings held during the year and attendance by each Director shall be disclosed radic

1(5)(xxiii) A report on the pattern of shareholding disclosing the aggregate (name wise details) radic

1(5)(xxiii)(a) ParentSubsidiaryAssociated Companies and other related parties (name wise details) radic

1(5)(xxiii)(b) Directors CEO Company Secretary CFO HIAC and their spouses and minor children (name wise details) radic

1(5)(xxiii)(c) Executives radic

1(5)(xxiii)(d) Shareholders holding ten percent (10) or more voting interest in the company (name wise details) radic

1(5)(xxiv)(a) A brief resume of the director in case of appointment or reappointment radic 1(5)(xxiv)(b) Nature of hisher expertise in specific functional areas

radic

1(5)(xxiv)(c ) Names of the companies in which the person also holds the directorship and the memberships of committees of the Board

radic 1(5)(xxv) Management discussion and analysis signed by CEOMD presenting detail analysis of the companyrsquos position and

operations 1(5)(xxv)(a) Accounting policies and estimation for preparation of financial statements radic

1(5)(xxv()b) Changes in accounting policies and estimation as well as cash flows on absolute figure for such changes radic

1(5)(xxv(c ) Comparative analysis and financial position as well as cash flew for current financial year with immediate preceding five years explaining reasons radic

1(5)(xxv)(d) Compare such financial performance or results and financial position as well as cash flows with the peer industry scenario radic

1(5)(xxv)(e) Briefly explain the financial and economic scenario of the country and globe radic 1(5)(xxv)(f) Risks and concerns issues related to the financial statements radic

1(5)(xxv)(g) Future plan or projection or forecast for companyrsquos operation shall be explained to the shareholders in the next AGM radic

1(5)(xxvi) Declaration or certification by the CEO and the CFO to the Board as required under condition No 3(30) shall be disclosed as per Annexure-A radic

1(5)(xxvii) The report as well as certificate regarding compliance of conditions of this Code as required under condition No 9 shall be disclosed radic

1(6) Meeting of the Board of Directors 1(6) Compliance under Bangladesh Secretarial Standards (BSS) radic 1(7) Code of Conduct for the Chairperson other Board members and Chief Executive Officer

1(7)(a) The Board shall lay down a code of conduct based on the recommendation of the Nomination and Remuneration Committee(NRC) radic

1(7)(b) The code of conduct as determined by the NRC shall be posted on the website of the company including among others prudent conduct and behaviorhellip radic

2 Governance of Board of Directors of Subsidiary Company

2(a) Provisions relating to the composition of the Board of the holding company shall be made applicable to the composition of the Board of the subsidiary company

radic

2(b) Independent Director of holding company also in the subsidiary company radic

2(c) Minutes of subsidiary to be placed in the meeting of holding company radic

2(d) The minutes of the respective Board meeting of the holding company shall state that they have reviewed the affairs of the subsidiary company

radic

2(e) The Audit Committee of the holding company shall also review the financial statements in particular the investments made by the subsidiary company radic

3 Managing Director (MD) or Chief Executive Officer Chief Financial Officer (CFO) Head of Internal Audit and Compliance (HIAC) and Company Secretary (CS) 31 Appointment

3(1)(a) Board shall appoint a MD or CEO Company Secretary CFO and HIAC radic

3(1)(b) The positions of the MDCEOCSCFO amp HIAC shall be filled by different individuals radic

3(1)(c) The MD or CEO CS CFO and HIAC of a listed company shall not hold any executive position in any other company at the same time radic

3(1)(d) The Board shall clearly define respective roles responsibilities and duties of the CFO the HIAC and the CS radic

3(1)(e) MD or CEO CS CFO and HIAC shall not be removed from their position without approval of the Board and be disseminated to the commission and exchange radic

32 Requirement to attend Board of Directorsrsquo Meetings 3 (2) MD or CEOCSCFO and HIAC shall attend the meetings of the Board radic 33 Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial Officer (CFO)

3(3)(a)(i) The statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading radic

3(3)(a)(ii) The statements together present a true and fair view of the companyrsquos affairs and are in compliance radic

3(3)(b) The MD or CEO and CFO to certify on due diligence in the Report radic

STxLAnnual Report 2018-2019 37

Annexure VI to the Directorsrsquo Report

Condition

No Title Compliance Status

Remarks (If any) Compiled Not Compiled

3(3)( c) The certification of the MDCEO and CFO shall be disclosed in the Annual Report radic 4 Board of Directorsrsquo Committee 4 (i) Audit Committee radic 4 (ii) Nomination and Remuneration Committee radic 5 Audit Committee 51 Responsibility to the Board of Directors 5(1) (a) Company shall have an Audit Committee as a sub-committee of the Board radic

5(1) (b) Audit Committee shall assist the Board in ensuring that the financial statements reflect true and fair view of the state of affairs of the Company and in ensuring a good monitoring system within the business

radic

5(1) (c) Audit Committee shall report on its activities to the Board of Directors radic

52 Constitution of the Audit committee 5(2) (a) The Audit Committee shall be composed of at least 3 (three) members radic

5(2) (b) Board shall appoint members of the Audit Committee who shall be non-executive director

radic

5(2) (c ) All members of the Audit Committee should be ldquofinancially literaterdquo and at least 1 (one) member shall have accounting or related financial management experience

radic

5(2) (d) When the term of service of the Committee members expires or there is any circumstance causing any Committee member to be unable to hold hellip radic

5(2) (e) The Company Secretary shall act as the Secretary of the Audit Committee radic 5(2)(f) Quorum of Audit Committee meeting at least One independent director radic 53 Chairperson of the Audit Committee 5(3)(a) The Board shall select Chairperson of the Audit Committee who will be ID radic 5(3)(b) Absence of the Chairperson of the Audit Committee members to elect one radic 5(3)( c) Chairperson of the Audit Committee shall remain present in the AGM radic 54 Meeting of the Audit Committee 5(4)(a) The Audit Committee shall conduct at least 4 meetings in a financial year radic 5(4)(b) Quorum of Audit Committee presence of 2 or 23 members whichever is higher radic 55 Role of Audit Committee 5(5)(a) Oversee the financial reporting process radic 5(5)(b) Monitor choice of accounting policies and principles radic 5(5)(c ) Internal Audit and Compliance process to ensure that it is adequately resourced radic 5(5)(d ) Performance of external auditors radic

5(5)(e) Hold meeting with the auditors review the annual financial statements before submission to the Board for approval or adoption radic

5(5)(f ) Review with the management the annual financial statements before submission to the Board for approval radic

5(5)(g ) Review with the management the Quarterly and half yearly financial statements before submission to the Board for approval radic

5(5)(h ) The review adequacy of internal audit function radic

5(5)(i) Review the managementrsquos discussion and analysis before disclosing in the Annual Report radic

5(5)(j ) Review statement of all related party transactions submitted by the Mgt radic

5(5)(k ) Review management letters or letter of Internal Control weakness issued by statutory auditors radic

5(5)(l ) Oversee determination of audit fees based on scope and magnitude radic 5(5)(m ) Oversee whether IPO proceeds utilized as per the published Prospectus NA 56 Reporting of the Audit Committee 56 (a) Reporting to the Board of Directors 5(6)(a)(i) The Audit Committee shall report on its activities to the Board radic 5(6)(a)(ii)(a) Report on conflicts of interests radic

5(6)(a)(ii)(b) Suspected or presumed fraud or irregularity or material defect identified in the internal audit and compliance process radic

5(6)(a)(ii)(c) Suspected infringement of laws regulatory compliance including securities related laws relies and regulation radic

5(6)(a)(ii)(d) Any other matter which the Audit Committee deems necessary shall be disclosed to the Board immediately radic

56 (b) Reporting to the Authorities 57 Reporting to the Shareholders and General Investors 5(7) Reporting to the Shareholders and General Investors radic 6 Nomination and Remuneration Committee (NRC) 61 Responsibility to the Board of Directors 6(1)(a) The company shall have a NRC as a sub-committee of the Board radic

6(1)(b) NRC shall assist the Board in formulation of the nomination criteria or policy for determining qualifications radic

6(1)(c) The Terms of Reference of the NRC shall be clearly set forth in writing radic 62 Constitution of the NRC 6(2)(a) The Committee shall comprise of at least three members including an ID radic 6(2)(b) All members of the Committee shall be non-executive directors radic 6(2)(c) Members of the Committee shall be nominated and appointed by the Board radic

STxL Annual Report 2018-201938

Annexure VI to the Directorsrsquo Report

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

6(2)(d) Board have authority to remove and appoint any member of the committee radic 6(2)(e) Board shall fill the vacancy within 180 days of such vacancy in the Committee radic 6(2)(f) The Chairperson of the Committee may appointco-opt any external expert radic 6(2)(g) The company secretary shall act as the secretary of the committee radic

6(2)(h) The quorum of the NRC meeting shall not constitute without attendance of at least an independent director radic

6(2)(i) No member of the NRC shall receive any remunerationadvisory other than Directorrsquos fees or honorarium form the company radic

63 Chairperson of the NRC 6(3)(a) Board shall select 1 member of the NRC to be Chairperson of the Committee radic 6(3)(b) Absence of chairperson the remaining members may elect one of them radic 6(3)(c) Chairperson of the NRC shall attend the AGM radic 64 Meeting of the NRC 6(4)(a) The NRC shall conduct at least one meeting in a financial year radic 6(4)(b) The Chairperson of the NRC may convene any emergency meeting radic 6(4)(c) Quorum of NRC meeting presence of 2 or 23 members whichever is higher radic

6(4)(d) Proceedings of NRC meeting shall be recorded in the minutes and such minutes shall be confirmed in the next meeting radic

65 Role of NRC

6(5)(a) NRC shall be independent and responsibleaccountable to the Board and to the shareholders radic

6(5)(b)(i)(a) Level and composition of remuneration is reasonable and sufficient to attract retain and motivate suitable directors to run the company successfully radic

6(5)(b)(i)(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks radic

6(5)(b)(i)(c) Remuneration to directors top level executive involves a balance between fixed and incentive pay reflecting short and long term performance radic

6(5)(b)(ii) Devising a policy on Boardrsquos diversity taking into consideration age experience etc radic

6(5)(b)(iii) Identifying persons who are qualified the criteria laid down and recommend their appointment and removal to the Board radic

6(5)(b)(iv) Formulating criteria for evaluation of performance of independent directors and the Board radic

6(5)(b)(v) Identifying companyrsquos needs for employees at different levels and determine their selection transfer or replacement radic

6(5)(b)(vi) Developing recommending and reviewing annually the companyrsquos human resources and training policies radic

6(5)(c ) The company shall disclose the nomination and remuneration policy and the evaluation criteria and activities of NRC at a glance in its annual report radic

7 External or Statutory Auditors 7(1) Issuer company shall not engage its external auditors to perform the following 7(1)(i) Appraisal or valuation services or fairness opinions radic 7(1)(ii) Financial information systems design and implementation radic 7(1)(iii) Book keeping or other service related to the account ion records radic 7(1)(iv) Brokerndashdealer services radic 7(1)(v) Actuarial services radic 7(1)(vi) Internalspecial audit services radic 7(1)(vii) Any services that the Audit Committee may determine radic 7(1)(viii) Certification services on compliance of corporate governance radic 7(1)(ix) Any other service that may create conflict of interest radic

7(2) No partner or employees of the ExternalStatutory Auditors audit firms shall possess any share of the company they audit at least during the tenure radic

7(3) Representative of External Auditors shall remain present in the AGM radic 8 Maintaining a website by the company 8(1) The company shall have an official website linked with that of the stock exchange radic 8(2) The company shall keep the website functional from the date of listing radic

8(3) The company shall make available the detailed disclosures on its website as required under the listing regulations of the concerned stock exchanges radic

9 Reporting and Compliance of Corporate Governance

9(1) The company shall obtain a certificate from a practicing professional firm on yearly basis regarding compliance of conditions of Corporate Governance and such certificate shall be disclosed in the Annual Report

radic

9(2) The professional who will provide the certificate on compliance of Corporate Governance shall be appointed by the Shareholders in the AGM radic

9(3) The directors of the company shall state in accordance with the Annexure-C attached in the directors report whether the company has complied with these conditions

radic

STxLAnnual Report 2018-2019 39

A Nomination and Remuneration Policy

100 Introduction The Nomination and Remuneration Policy is prepared and adopted in compliance with Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission in view to formulate and recommend proper fair transparent and non-discriminatory nomination and remuneration for the Directors and Top Level Executives of the Square Textiles Ltd The Nomination and Remuneration Policy of Directors and Top Level Executives has been formulated by the Nomination and Remuneration Committee and has been approved by the Board of Directors of Square Textiles Ltd 200 Definitions

ldquoNRC or the Committeerdquo means Nomination and Remuneration Committee

ldquothe Companyrdquo means Square Textiles Ltd

ldquoBoardrdquo means Board of Directors of Square Textiles Ltd

ldquoDirectorrdquo means Member of the Board

ldquoTop Level Executiverdquo means the Managing Director or Chief Executive Officer Additional or Deputy Managing Director Chief Operating Officer Chief Financial Officer Company Secretary Head of Internal Audit and Compliance Head of Administration and Human Resources or equivalent positions and same level or ranked or salaried officials of the company 300 Nomination and Remuneration Committee The Nomination and Remuneration Committee has been constituted by the Board of Directors of the Company as a subcommittee to assist the Board under the Condition No 6 of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission

NRC is independent and responsible or accountable to the Board of Directors and to the Shareholders of Company The NRC consists of the following Non-Executive Director of the Board Name of the Members Position in the

Committee

Mrs Nihad Kabir - Chairman Independent Director Mrs Ratna Patra - Member Director Mr Anjan Chowdhury - Member Director The Terms of Reference of the NRC have been defined and adopted by the Board of Directors of the Company 400 Objective

The objective of the NRC is to oversee assist and guide the Board of Directors-

To formulate the criteria for determining qualifications positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration of Directors and Top Level Executives

To devise policy on Boards diversity taking into consideration of age gender experience ethnicity educational background and nationality

To the appointment fixation of remuneration and removal of Directors and Top Level Executives

To formulate the criteria in respect to evaluate performance of the Independent Director and the Board

To identify the companyrsquos needs for employees at different levels and determine their selection transfer or replacement and promotion criteria

NRC SQUARE TEXTILES Under Condition 6(5)(c)

STxL Annual Report 2018-201940

To develop recommend and review the companyrsquos human resources and training policies

To retain motivate and promote talent and to ensure long term sustainability of talented Top Level Executive and create competitive advantage

To recommend Code of Conduct for the Chairman and other Members of the Board and Managing Director

To Implement and monitor policies and processes regarding principles of corporate governance

500 Nomination and Appointment of Directors and Top Level Executives The committee is responsible to ensure that the procedures for nomination and appointment of Directors and Top Level Executive are taken place in transparent rigorous and non-discriminatory way The committee also responsible to identify and ascertain the combination of age gender educational background experience knowledge ethnicity diversity nationality and other relevant personal values amp attributes for nomination and appointment of Director and Top Level Executives 600 Remuneration for Directors and Top Level Executives The committee shall oversee review and make report with recommendation to the Board the level and composition of remuneration is reasonable and sufficient to attract motivate and retain suitable dependable and skilled Director and Top Level Executive They also consider and review the relationship of remuneration to performance is clear and meets appropriate performance benchmarks remuneration to Director and Top Level Executive involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals

700 Validation of the Policy

This policy on Nomination and Remuneration of Directors and Top Level Executives of the Company has been formulated by the Nomination and Remuneration Committee and has been approved by the Board of Directors of Square Textiles Ltd 800 Amendments to the Policy The Board preserve the rights to amend and review time to time the provisions of the policy depending on the legal and other requirements or for a bona fide purpose

B Evaluation of Performance Evaluation of performance of Directors be carried out through completion of a preset confidential questionnaire andor collective feedback or any other effective criteria adopted by the Board yearly or at such intervals of its work function and performance as may be considered necessary in order to ascertain the effectiveness and to measure the contribution of the Directors as well as the Top Level Executives of the Company

C Activities of the NRC carried out during the reporting period The NRC carried out the following activities in line with Committeersquos Terms of Reference during the reporting period i Reviewed and recommended the Code of

Conduct for the Chairman other Members of the Board and Managing Director

ii Reviewed the Companyrsquos existing policy relating to the remuneration of Directors and Top Level Executives

iii Discussed and decided in regard to formulate the criteria of evaluation of performance of the Board and Independent Directors

iv Reviewed the Companyrsquos existing Human Resource and Training policies

NRC SQUARE TEXTILES Under Condition 6(5)(c)

STxLAnnual Report 2018-2019 41

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STxL Annual Report 2018-201946

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Financial Statement 2018-2019

Statement of Financial Position - 54

Statement of Profit or Loss and other Comprehensive Income - 55 Statement of Changes in Equity - 56 Statement of Cash Flows - 57 Basis of Preparation and Presentation - 58 Application of IAS - 58 Employees Benefit Plan - 60 Financial Risk Management - 61 Related Party Transaction - 62 Property Plants and Equipment - 72

Square Texti les Ltd And it Subsidiary

Consolidated

INDEPENDENT AUDITORSrsquo REPORTINDEPENDENT AUDITORSrsquo REPORTTo the shareholders of SQUARE TEXTILES LIMITED

REPORT ON THE AUDIT OF THE CONSOLIDATED amp SEPARATEFINANCIAL STATEMENTS

Opinion

We have audited the Consolidate financial statements of SQUARE TEXTILES LIMITED amp its subsidiary (the ldquoGrouprdquo) as well as the separate financial statements of SQUARE TEXTILES LIMITED (the ldquoCompanyrdquo) which comprise the Consolidated amp Separate Statement of Financial Position as at 30 June 2019 and Consolidated amp Separate Statement of profit or loss amp other Comprehensive Income Consolidated amp Separate Statement of Changes in Equity and Consolidated amp Separate Statement of Cash Flows for the year then ended and notes to the Consolidated amp Separate financial statements including a summary of significant accounting policies and other explanatory information

In our opinion the accompanying consolidated financial statements of the Group amp separate financial statement of the company give a true and fair view in all material respects of the Consolidated amp Separate financial position of the company as at 30 June 2019 and its Consolidated amp Separate financial profit or loss amp other Comprehensive Income and its Consolidated amp Separate cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) the Companies Act 1994 the securities and Exchange Rules 1987 and other applicable laws and regulations

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) Our responsibilities under those standards are further described in the Auditorsrsquo Responsibilities for the Audit of the Consolidated amp Separate Financial Statements section of our report We are independent of the Group amp the Company in accordance with the International Ethics Standards Board for Accountantsrsquo Code of Ethics for Professional Accountants (IESBA code) together with the ethical requirements that are relevant to our audit of the financial statements in Bangladesh and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of most significance in our audit of the financial statement of the current period These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon and we do not provide opinion on these matters

STxL Annual Report 2018-201948

Our response to the risk

RiskRevenue Recognition

See note no 2000 to the Separate financial statements

Revenue recognition has significant and wide influence on financial statements Revenue is recognized when the amounts and the related costs are reliably measured and the performance obligation is complete through passing of control to the customers Revenue from the sale of goods is recognized at the time when the goods are transferred to the buyer the significant risks and rewards of ownership of the goods

We identified revenue recognition as a key audit matter because revenue is one of the key performance indicators of the Company and therefore there is an inherent risk of manipulation of the timing of recognition of revenue by management to meet specific targets or expectations

We focused on the proper cut-off of sales to the Companys customers There is a risk of differences between the timing of invoicing of products and the dispatch of the products

We assessed the appropriateness of revenue recognition accounting policy in line with IFRS 15 Revenue from contracts with customers

Performed walkthroughs to understand the adequacy and the design of the revenue cycle

Tested the internal control over financial reporting we also assessed the existence and accuracy of the sales recorded

Valuation of inventory

See note no 700 to the Separate financial statements

The inventory of Tk 2821819716 at 30 June 2019 held in warehouses and across multiple product lines in factory

In order to carry inventory at the lower of cost and net realizable value management has identified slow moving obsolete and damaged inventories and made adjustments to the carrying value of these items the calculation of which requires certain estimates and assumptions

Evaluating the design and implementation of key inventory controls operating across the factory and warehouse

Testing on a sample basis the stock aging profile expiry dates and the market price used in assessing the net realizable values of inventories to the related supporting documents

Comparing the net realizable value obtained through a detailed review of sales subsequent to the year-end to the cost price of a sample of inventories

Our procedures included the following to assess inventory Valuation

STxLAnnual Report 2018-2019 49

Our response to the riskRiskRevenue Recognition

See note no1400 to the Separate financial statements

The net deferred tax liability totaling Tk 235701174 as at 30 June 2019

Significant judgment is required in relation to deferred tax liabilities as it is dependent on forecasts of future profitability over a number of years

Valuation of Property Plant and Equipment

The carrying value of the PPE amounted to Tk 5374733212 at 30 June 2019 The valuation of PPE was identified as a key audit matter due to the significance of this balance to the financial statements

Expenditures are capitalized if they create new or enhance the existing assets and expensed if they relate to repair or maintenance of the assets Classification of the expenditures involves judgment The useful lives of PPE items are based on managementrsquos estimates regarding the period during which the asset or its significant components will be used The estimates are based on historical experience and market practice and take into consideration the physical condition of the assets

We assessed whether the accounting policies in relation to the capitalization of expenditures are in compliance with IFRS and found them to be consistent

We obtained a listing of capital expenditures incurred during the year and on a sample basis checked whether the items were procured based on internal purchase order that had been properly approved by the responsible individuals

We inspected a sample of invoices and LC documents to determine whether the classification between capital and operating expenditure was appropriate

Our audit included the following proce-dures

We checked deferred tax expenses and liabilities in the financial statements and compare them with the Companyrsquos calculation and records

We obtained an understanding evaluated the design and tested the operational effectiveness of the companyrsquos key controls over the recognition and measurement of deferred tax liabilities and the assumptions used in estimating the companyrsquos future taxable income

We involved tax specialists to assess key assumptions controls recognition and measurement of deferred tax liabilities

We also assessed the appropriateness of presentation of disclosures against IAS-12 income tax

We additionally carried out the following substantive testing for this item

STxL Annual Report 2018-201950

Other MatterOur opinion have been made on the consolidated financial statement of Square Textiles Limited and subsidiary company Square Texcom Limited as at and for the year ended June 30 2019 is audited by Chowdhury Bhattacharjee amp Co Chartered Accountant on October 01 2019 and provided un qualified opinion

Other Information Management is responsible for the other information The other information comprises the information included in the annual report but does not include the financial statements and our auditorrsquos report thereon The Annual Report is expected to be made available to us after the date of this auditorsrsquo report Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon In connection with our audit of the consolidated amp separate financial statements our responsibility is to read the other information and in doing so consider whether the other information is materially inconsistent with the consolidated amp separate financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated Our opinion on the consolidated amp separate financial statements does not cover the other information and we do not express any form of assurance conclusion thereon

Our response to the riskRiskRevenue Recognition

See note no1400 to the Separate financial statements

See note no 314 to the Separate financial statements

Merger with Square Yarns Limited

As per verdict of High Court company matter no 165 of 2018 Square Yarns Limited a private limited company incorporated under Companies Act 1994 has merged with Square Textiles Ltd from January 01 2019

We obtained the order of Honorable High Court amp the Scheme of amalgamation approved by the High Court for this merger We obtained the audited financial statements of Square Yarns Limited for the period ended December 31 2018 We checked whether the carrying amount of Square Yarns Limited has merged with the financial statement of SQUARE TEXTILES LIMITED as at June 30 2019

We evaluated whether the useful lives determined and applied by the management were in line with historical experience and the market practice

We checked whether the depreciation of PPE items was commenced timely by comparing the date of the reclassification from capital in progress to ready for use with the date of the act of completion of the work

STxLAnnual Report 2018-2019 51

Responsibilities of Management and Those Charged with Governance for the Consolidated amp Separate Financial Statements and Internal ControlsManagement is responsible for the preparation and fair presentation of the Consolidated amp Separate financial statements of the Group amp also separate financial statement of the Company in accordance with IFRSs the Companies Act 1994 the Securities and Exchange Rules 1987 and other applicable laws and regulations and for such internal control as management determines is necessary to enable the preparation of Consolidated amp Separate financial statements that are free from material misstatement whether due to fraud or error The companies Act 1994 require the management to ensure effective internal audit internal control and risk management factions of the companyIn preparing the financial statements management is responsible for assessing the Grouprsquos amp the companyrsquos ability to continue as a going concern disclosing as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations or has no realistic alternative but to do soThose charged with governance are responsible for overseeing the Grouprsquos amp the companyrsquos financial reporting process

Auditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether the Consolidated amp Separate financial statements as a whole are free from material misstatement whether due to fraud or error and to issue an auditorrsquos report that includes our opinion Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists Misstatements can arise from fraud or error and are considered material if individually or in the aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated amp Separate financial statements

As part of an audit in accordance with ISAs we exercise professional judgment and maintain professional skepticism throughout the audit We also

Identify and assess the risks of material misstatement of the Consolidated amp Separate financial statements whether due to fraud or error design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion forgery intentional omissions misrepresentations or the override of internal control

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in circumstances

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management

Conclude on the appropriateness of managementrsquos use of the going concern basis accounting and based on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Grouprsquos amp the Companyrsquos ability to continue as a going concern If we conclude that a material uncertainty exists we are required to draw attention in our auditorrsquos report to the related disclosures in the Consolidated amp Separate financial statements or if such disclosers are inadequate to modify our opinion Our conclusions are based on the audit evidence obtained up to the date of our auditorrsquos report However future events or conditions may cause the company to cease to continue as a going concern

bull

bull

bull

bull

STxL Annual Report 2018-201952

Place DhakaDated October 27 2019

Evaluate the overall presentation structure and content of the Consolidated amp Separate financial statements including the disclosures and whether the Consolidated amp Separate financial statements represent the underlying transactions and event in a manner that achieves fair presentation

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the Consolidated amp Separate financial statement we are responsible for the direction supervision and performance of the group audit We solely responsible for our audit opinion

We communicate with those charged with governance regarding among other matters the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable related safeguards

From the matters communicated with those charged with governance we determine those matters that were of most significance in the audit of the Consolidated amp Separate financial statements of the current period and are therefore the key audit matters We describe these matters in our auditorrsquos report unless law or regulation precludes public disclosure about the matter or when in extremely rare circumstances we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication

Report on other Legal and Regulatory Requirements In accordance with the Companies Act 1994 and the Securities and Exchange Rules 1987 and relevant notifications issued by Bangladesh Securities and Exchange Commission we also report that

bull

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of accounts records and other statutory books as required by law have been kept by the company so far as it appeared from our examinations of those books and proper returns adequate for the purpose of our audit have been received from branches not visited by us

The statement of Consolidated amp Separate Financial Position Consolidated amp Separate Statement of profit or loss amp other Comprehensive Income and Consolidated amp Separate Statement of Changes in Equity and Consolidated amp Separate Statement of Cash Flows of the Company dealt with by the report are in agreement with the books of account and returns

The expenditure was incurred for the purpose of the Companyrsquos business

a)

b)

c)

d)

bull

STxLAnnual Report 2018-2019 53

Ahmed Zaker amp Co Chartered AccountantsAKM Mohitul Haq FCASenior Partner

Consolidated

SQUARE TEXTILES LIMITEDConsolidated Statement of Financial PositionAs at June 30 2019

ASSETS

NON-CURRENT ASSETS 6794125077 5850815043Property Plant amp Equipment- Carrying Value 400 6013100252 4369283667Capital Work In Progress 500 724741065 1425247616Goodwill 600 56283760 56283760

CURRENT ASSETS 6834205533 5708002400Inventories 700 3108769448 2117499335Accounts Receivable 800 3254869758 2537386382Advances Deposits amp Prepayments 900 289933615 457007961Cash amp Cash Equivalents 1000 180632712 596108722

TOTAL ASSETS 13628330610 11558817443

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 7498757447 7444414383Share Capital 1100 1972520000 1878590480Retained Earnings 1200 5526237447 5565823903

NON CONTROLLING INTEREST 1300 14938707 23924714

NON-CURRENT LIABILITIES Deferred Tax Liability 1400 279327185 222054637

CURRENT LIABILITIES amp PROVISIONS 5835307271 3868423709Short Term Bank Loan (Secured) 1500 3370859633 3416687761Creditors amp Other Payables 1600 71576651 131402995Liabilities for Others Finance 1700 145174138 136623950Short Term Loan 1800 2168788505 1385741Provision for Income Tax 1900 78908344 182323262 TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 13628330610 11558817443 NET ASSET VALUE PER SHARE (RESTATED) 3802 3774

STxL Annual Report 2018-201954

Particulars Note June 302018Taka

June 302019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SALES REVENUE 2000 10562041464 9411869563

Cost of Goods Sold 2100 (9425402349) (8443275210)

GROSS PROFIT 1136639115 968594353

Administrative Overhead 2200 (278901489) (286279858)

Selling and Distribution Overhead 2300 (15559867) (10055542)

PROFIT FROM OPERATIONS 842177759 672258953

Finance Cost 2400 (280059922) (107733800)

Non-Operating Income 12790260 5181890

PROFIT BEFORE WPPF amp WF 574908097 569707043

Allocation for WPPF amp WF 2500 (27376576) (27128907)

PROFIT BEFORE TAX 547531521 542578136

Provision for Tax (Current) 2600 (59896768) (64328453)

Provision for Tax (Deferred) 2700 (57272548) (18777387)

Profit After Tax for The Period 430362205 459472296

Non-Controlling Interest (1338236) (2416813)

Net Income for the Period 429023969 457055483

EARNINGS PER SHARE (EPS)- RESTATED 2800 218 232

SQUARE TEXTILES LIMITEDConsolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended June 30 2019

STxLAnnual Report 2018-2019 55

Particulars Note 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SQUARE TEXTILES LIMITEDConsolidated Statement of Changes in EquityFor the Year Ended June 30 2019

Share Retained Total Capital Earnings Balance as at June 30 2018 1878590480 5565823903 7444414383 Net Profit for the Year Ended June 30 2019 - 429023969 429023969 Adjustment of Non controlling Interest - 1037191 1037191 Cash Dividend for 2017-18 - (375718096) (375718096)Stock Dividend for 2017-18 93929520 (93929520) - Balance As at June 30 2019 1972520000 5526237447 7498757447 Tk

Particulars

For the Year Ended June 30 2018

Share Retained Total Capital Earnings Balance as at June 30 2017 1789133790 5556051868 7345185658 Net Profit for the Year Ended June 30 2018 - 457055483 457055483 Cash Dividend for 2016-17 - (357826758) (357826758)Stock Dividend for 2016-17 89456690 (89456690) - Balance As at June 30 2018 1878590480 5565823903 7444414383 Tk

Particulars

STxL Annual Report 2018-201956

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 9844558088 8805485201Exchange Fluctuation Gain (Realization from Transection) 6599666 3498975Receipts from Other Income 1947315 597793Total Receipts 9853105069 8809581969 Payments to Suppliers (8135939006) (6378230512)Paid for Operating amp Non-operating Expenses (2084602173) (2194327758)Interest Expenses Paid (240448525) (83330142)Income Tax Paid (58842458) (101025851)Total Payments (10519832162) (8756914263) Net Cash Generated (Used in) from Operating Activities (666727093) 52667706 CASH FLOWS FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant amp Equipment (1444563624) (1418810057)Paid for Non controlling Interest for Merger of SYL (9287050) -Net Cash Generated (Used in) from Investing Activities (1453850674) (1418810057) CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (45828128) 1477139998Short Term Loan from (To) Sister Company 2124536378 (21069052)Payment of Dividend (375718096) (357826758) Net Cash Generated (Used in) from Financing Activities 1702990154 1098244188 Increase (Decrease) in Cash amp Cash Equivalents (417587613) (267898163)Net effect of foreign currency translation 2111603 1085122Opening Cash amp Cash Equivalents 596108722 862921763

CLOSING CASH amp CASH EQUIVALENTS 180632712 596108722 Net Operating Cash Flows Per Share(Restated) (338) 027

SQUARE TEXTILES LIMITEDConsolidated Statement of Cash Flows For the Year Ended June 30 2019

STxLAnnual Report 2018-2019 57

Particulars 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SQUARE TEXTILES LIMITEDSQUARE TEXTILES LIMITEDNotes to the Consolidated Financial StatementsAs at and for the year ended June 30 2019

1ESTABLISHMENT AND OPERATIONS

11 LEGAL FORM OF THE ENTERPRISES

Square Textiles Limited (Here in after said as the company) is a public limited company and its subsidiary Square Texcom Limited incorporated with the Registrar of Joint Stock Companies and Firms Dhaka Bangladesh under Companies Act 1913 and Companies Act 1994 respectively The Company is listed with Dhaka Stock Exchange (DSE) amp Chittagong Stock Exchange(CSE)

12 ADDRESS OF REGISTERED OFFICE AND FACTORY OF THE COMPANY

The address of the registered office at Square Centre 48 Mohakhali CA Dhaka -1212 Factory at 1) Saradaganj Kashimpur Gazipur 2) Olipur Habiganj 3) Kathali Valuka Mymensingh

13 NATURE OF BUSINESS

The company owns Six (6) units of spinning mills and a twisting mill Its activities and operations are related with manufacturing and marketing of Yarns

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATERIAL INFORMATION

21 STATEMENT OF COMPLIANCE

The financial statements have been prepared in conformity with the provisions of the Companies Act 1994 The Securities and Exchanges Rules 1987 and other relevant rules and regulations

22 BASIS OF PREPARATION

The financial statements have been prepared in accordance with the going concern principle and historical cost convention The significant accounting policies are set out below

23 STATEMENT ON COMPLIANCE OF INTERNATIONAL ACCOUNTING STANDARDS

The following IASs and IFRSs are applicable for the financial statements for the year under review

IAS 1 Presentation of Financial StatementsIAS 2 InventoriesIAS 7 Statement of Cash FlowsIAS 8 Accounting Policies Changes in Accounting Estimates and ErrorsIAS 10 Events after the Reporting PeriodIAS 12 Income TaxesIAS 16 Property Plant and EquipmentIAS 19 Employee BenefitsIAS 21 The Effects of Changes in Foreign Exchange RatesIAS 23 Borrowing CostsIAS 24 Related Party DisclosuresIAS 33 Earnings per ShareIAS 34 Interim Financial ReportingIAS 36 Impairment of Assets IAS 37 Provisions Contingent Liabilities and Contingent AssetsIFRS 3 Business Combination IFRS 5 Non-Current Assets Held for Sale amp Discontinued OperationsIFRS 7 Financial Instruments DisclosureIFRS 8 Operating SegmentsIFRS 10 Consolidated Financial StatementsIFRS 12 Disclosures of interests in Other EntitiesIFRS 15 Revenue from Contracts with CustomersIFRS 16 Leases

STxL Annual Report 2018-201958

Consolidated

24 GOING CONCERN

As per IAS-1 a company is required to make assessment at the end of each year to assess its capability to continue as going concern The 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 liabilities For this reason the Directors continue to adopt the going concern assumption while the financial statements have been prepared

25 ACCRUAL BASIS

The financial statements have been prepared except cash flow information using the accrual basis of accounting

26 STRUCTURE CONTENTS AND PRESENTATION OF FINANCIAL STATEMENTS

The presentation of the financial statements is in accordance with the guidelines provided by IAS-1 lsquorsquoPresentation of Financial Statementsrdquo A complete set of financial statements comprise

i) Statement of Consolidated Financial Position as at June 30 2019ii) Statement of Consolidated Profit or Loss and other Comprehensive Income for the year ended June 30 2019iii) Statement of Consolidated Changes in Equity for the year ended June 30 2019iv) Statement of Consolidated Cash Flows for the year ended June 30 2019 andv) Notes comprising a summary of significant accounting policies and other explanatory information to the Consolidated Financial Statements for the year ended June 30 2019

27 STATEMENT OF CASH FLOWS

The Statement of Cash Flows is prepared using the direct method as stipulated in International Accounting Standards IAS-7 ldquoStatement of Cash Flowsrdquo

30 PROPERTY PLANT AND EQUIPMENT

As per IAS-16 Property Plant and Equipment are stated at their historical cost less accumulated depreciation No depreciation has been charged on the Freehold Land and on the Capital work in progress Depreciation is charged on all other assets on straight-line method Depreciation of an asset begins when it is available for use ie 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 ceases at the earlier of the date that the asset is classified as held for sale (or included in a disposal group that is classified as held for sale) in accordance with IFRS 5 and the date that the assets are derecognized

Depreciation is computed on the straight-line basis over the estimated useful lives as follows

Factory Building and other Construction

Plant amp Machinery

Laboratory amp other Equipment

Furniture amp Fixture

Motor Vehicles

Electrical Installation

Particulars Useful Life(Years)

20

10-15

5-8

5-8

5

5-8

STxLAnnual Report 2018-2019 59

Consolidated

31 IMPAIRMENT OF ASSET

As per IAS-36 Revenue and Profitability of the company is Consistent and net worth of the company is growing every year that indicates our assets are performing at their highest as per our intended procurement and the summation of the discounted future cash flow from the operation of the assets would be positive if we dispose off those assets at the date of financial reporting But presently we have no intension to dispose off these assets As such we did not consider to recording the impairment lossgain

32 INVENTORIES

As per IAS-2 Inventories comprises of Raw Materials Raw Materials in transit Packing Materials Work in Progress Finished Goods Comber Noil and Spare amp Spare Parts in transit Inventories are valued at the lower of cost and net realizable value Cost comprises invoice value plus applicable handling charges Net realizable value is based on estimated selling price less estimated cost to completion and selling expenses

33 EMPLOYEESrsquo SEPARATION PLAN

Provident Fund

The company has established an approved contributory provident fund scheme A board of trustees wholly administers the fund No part of the fund is included in the asset of the group

Gratuity Fund

The Company operates an unfunded gratuity scheme The Company has applied for recognition of the gratuity fund from National Board of Revenue (NBR) Group Insurance

The group has two group insurance schemes for its permanent employees premium for which is being charged to statement of comprehensive Income

Workerrsquos Profit amp Participation Fund

The company makes a regular allocation of 5 on net profit before tax to these funds and payment is made to the workerrsquos as per provision of Labor Law 2006 chapter-15

34 REVENUE RECOGNITION

As per IFRS-15 Revenue is recognized as control is passed either over time or at a point in time An entity recognizes revenue over time if one of the following criteria is met the customer simultaneously receives and consumes all of the benefits provided by the entity as the entity performs the entityrsquos performance creates or enhances an asset that the customer controls as the asset is created or the entityrsquos performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date

Income refers to increases in economic benefits during the accounting period in the form of inflows or enhancements of assets or decreases of liabilities that result in an increase in equity other than those relating to contributions from equity participants

35 OTHER INCOME

It is recognized when received

36 FOREIGN CURRENCY TRANSACTIONS

As per IAS-21 Transactions in Foreign Currencies are translated into BDT at the rate of exchange ruling on date of transaction Monetary assets and liabilities expressed in foreign currencies are translated into BDT at the rate of exchange ruling at the date of Statement of Financial position

37 BORROWING COSTS

As per IAS-23 Borrowing costs are recognized as expenses in the period in which they incurred and capitalized the same that incurred before commencement of commercial operation

38 FINANCIAL INSTRUMENTS

As per IFRS-7 Financial assets and liabilities are recognized on the Statement of Financial Position when the company has become a party to a contractual provision of the instrument

STxL Annual Report 2018-201960

Consolidated

Receivables

Trade Receivables are stated at their nominal value and considered good No provision has been made for doubtful debt and no amount was written off as bad

Payables

Trade Payables are stated at their nominal value

Due to Due from Related Parties

Due to Due from related parties are stated at nominal value

Borrowings

Interest bearing bank loans and overdrafts are recorded at the proceeds received net of direct issue costs Finance charges are accounted for on an accrual basis

Financial Risk Management

The company has exposures to the following risks its use of financial statements

bull Credit riskbull Liquidity riskbull Market risk

The Board of Directors has overall responsibility for the establishment and oversight of the companyrsquos risk management framework The Board oversees how management monitors compliance with risk management policies and procedures and reviews the adequacy of the risk management framework in relation to risks faced by the group The Board is assisted in its oversight role by Audit Committee Internal audit under the purview of Audit Committee undertakes both regular and adhoc reviews of risk management controls and procedures the results of which are reported to the Audit Committee

Credit Risk

Credit risk is the risk of financial loss to the Company if a buyer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Companys receivable from customers and investment securities The Companys sales are made to renowned RMG Exporting Company Sales made to the entity are fully secured by Letters of Credit issued by local scheduled banks

Liquidity Risk

Liquidity risk is the risk that the Company will unable to meet its financial obligations as they fall due The Companys 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 Companys reputation In general 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 liquidityfund to make the expected payment within due date Moreover the Company seeks to maintain short term lines of credit with scheduled commercial banks to ensure payment of obligations in the event that there is insufficient cash to make the required payment

The requirement is determined in advance through cash flows projections and credit lines facilities with banks are negotiated accordingly

Seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Market Risk

Market Risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the Companys income or the value of its holding of financial instruments The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return

STxLAnnual Report 2018-2019 61

Consolidated

Capital Risk Management

The Companyrsquos objectives when managing capital are to safeguard the Companyrsquos ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Money Laundering

The company considers prevention of money laundering risk not only as a compliance requirement imposed by the law of the country but also as one of its ethical business values

39 LEASE

As per IFRS-16 The entity has no lease So there will be no implication regarding IFRS 16 in this financial year

310 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprises cash in hand bank currents accounts other bank deposits free of encumbrance and having maturity dates of three months or less from respective dates of deposit

311 TAXATION

Income tax expense represents the sum of the tax currently payable and deferred tax

Current Tax

The tax currently payable is based on taxable profit for the year Taxable profit differs from profit as reported in the statement of Comprehensive Income because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible in other years and it further excludes items that are never taxable or deductible The companyrsquos liability for current tax is calculated using tax rates that have been enacted on date of Statement of Financial Position

Deferred Tax

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the balance sheet liability method Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized based on tax rates (and tax laws) that have been enacted by the date of Statement of Financial Position

312 CONTINGENT LIABILITIES AND ASSETS

Current or possible obligations or assets arising from past events and whose existence is due to the occurrence or non-occurrence of one or more uncertain events which are not within the control of the company

313 RELATED PARTY TRANSACTION

The company has some related party transactions in arm length transactions with its sister concern

314 MERGED WITH SQUARE YEARNS LIMITED

As the project of Square Yarns Limited (SYL) is located within the premises of Square Textiles Limited (STxL) at Saradaganj Kashimpur Gazipur the separated operations of various aspects of SYL is a complex one Since STxL holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Board of Directors have recommended for amalgamation under provision of section 228 amp 229 of the Companies Act 1994

STxL Annual Report 2018-201962

Consolidated

The Process of Merger

After approval of Board of Directors and consent of minority shareholders the Honrsquoble High Court Division of the Supreme Court of Bangladesh has sanctioned the scheme of amalgamation of Square Yarns Ltd (SYL) share with Square Textiles Ltd (STxL) on 29th October 2018 The merger has been executed with effect from January 01 2019

Purchase Consideration

Square Textiles Limited holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Compensation of the minority shareholders is based on cash at a book value of shares as on 30 June 2017 subject to approval by the Court of Jurisdiction Honrsquoble High Court Division of the Supreme Court of Bangladesh

IFRS Followed for The Business Combination IFRS-3 (Business Combinations) is mainly followed for the amalgamation of Square Yarns Ltd with Square Textiles Ltd on the basis of equity

As Per Paragraph 5 of ifrs-3 ldquoApplying The Acquisition Method Requires

(a) Identify the acquirer(b) Determining the acquisition date(c) Recognizing and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquire and(d) Recognizing and measuring goodwill or a gain from a bargain purchaserdquo

315 SEGMENT REPORTING

As per IFRS-8 As there is a single business and geographic segment within which the company operates as such no segment reporting is felt necessary

316 EARNINGS PER SHARE

As per IAS-33 Basis Earning per Share (EPS) has been computed dividing the earnings attributable to the weighted average number of the ordinary shares during the period

317 COMPARATIVE FIGURE

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 years financial statements Previous year comparative information of the Statement of Profit or Loss and other Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows are presented as unaudited

318 FINANCIAL YEAR

For this year financial year means July 01 2018 to June 30 2019

319 EVENTS AFTER THE REPORTING PERIOD

As per IAS-10 ldquoEvents after the Reporting Periodrdquo are those events favorable and unfavorable that occur between the end of the reporting period and the date when the financial statements are authorized for issue There are no events after the end of the reporting period

320 CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements comprise the following

1 Square Texcom Limited

321 GENERAL

Figures have been rounded off to the nearest taka as it the reporting currency of these financials

STxLAnnual Report 2018-2019 63

4 PROPERTY PLANT amp EQUIPMENT TK 6013100252 Details of Property Plant amp Equipment and Depreciation as at June 30 2019 are shown in the annexed schedule-01 Depreciation for the year charged to Factory Overhead (Note-213) The break-up of the balances are depicted below Fixed Assets at Cost Opening Balance 8813079842 8561946086Addition during the Year 2160369578 265969327Sale Obsolete during the Year (230522431) (14835571)Closing Balance(Cost) 10742926989 8813079842

Accumulated Depreciation Opening Balance 4443796175 4047294966Charged during the Year 501253590 409249836Adjustment for saleObsolete (215223028) (12748627) 4729826737 4443796175

Carrying Value 6013100252 4369283667

5 CAPITAL WORK IN PROGRESS TK 724741065

Opening Balance 1425247616 270319942 Addition during the Year 673620883 1379859210 Transfer to Property Plant amp Equipment (1374127434) (224931536)Closing Balance (Cost) 724741065 1425247616

6 GOODWILL TK 56283760

Investment in Square Texcom Ltd 65783760 65783760(For 95000 shares of Square Texcom Ltd) Less Face Value of the Shares 9500000 9500000 56283760 562837607 INVENTORIES TK 3108769448 Stocks of Raw Materials 2860338753 1851301619Raw Materials 2345843023 1316945017Raw Materials In Transit 125670959 253946100Packing Materials 19545342 13842823Work - in - process 158585990 73007237Finished Goods 210693439 193560442

Stocks of Spares 248430695 266197716Spares at Store 241210310 239896287Spares in Transit 7220385 26301429

3108769448 2117499335

The basis of valuation is stated in Note -3(2) Carrying amount of inventories pledged as security No segmentation of stock is required because of homogenous materials and process

Tk

Tk

Tk

STxL Annual Report 2018-201964

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

8 ACCOUNTS RECEIVABLES TK 3254869758

This represents invoice value of goods delivered to customer This is considered good and collectible

Aging of the above balance is as follows Below 60 days 1510695509 1043624024 Within 61-120 days 1269408592 1194206454Above 120 days 474765657 299555904 3254869758 2537386382 a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person b) The carrying amount of Trade Debtors pledged as security

c) Accounts Receivable is secured considered as good and is falling due within one year Classification schedule as required by Schedule XI of Companies Act 1994

Tk

9 ADVANCES DEPOSITS amp PREPAYMENTS TK 289933615This is made up of the followings

Advances and Prepayments 207243631 375973570Income Tax 48571895 153041124Salary amp PF Current account 1184000 2244602 Other Expenses 22817327 21702776 Contractor amp Suppliers 134670409 198985068

Deposits 82689984 81034391 Security Deposit 73803648 70924398 Margin on Bank Guarantee 8886336 10109993

Tk 289933615 457007961

(a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person (b) There was no amount was due by the associated undertaking (c) The advances amp deposits considered good amp recoverable

10 CASH amp CASH EQUIVALENTS TK 180632712

This is made up of the followings

Cash in Hand 5885341 7535794Cash at Bank 174747371 588572928 Tk 180632712 596108722

Foreign currency account balances have been converted to Taka at the ruling rate at the reporting date

11SHARE CAPITAL TK 1972520000This is made up of the followings

Authorized300000000 Ordinary Shares of Tk 1000 each 3000000000 3000000000

Issued Subscribed and Paid up 1972520000 1878590480(197252000 Ordinary Shares of Tk 1000 each fully Paid up)

STxLAnnual Report 2018-2019 65

Particulars June 302018Taka

June 302019Taka

Tk

Distribution schedule of each class of equity security setting out the number of holders and percentage as on June 30 2019

Less than 500 shares500 to 5000 shares5001 to 10000 shares10001 to 20000 shares20001 to 30000 shares30001 to 40000 shares40001 to 50000 shares50001 to 100000 shares100001 to 1000000 sharesOver 1000000 shares

As per FolioNo of holders Holdings No of holders Holdings

Range of Holdings As per BO ID Total shareHolding In

Total

1081471 6162011 3060520 35435471871659

1468145 898718

3076833 14476740 94723423

130363067

1387525 6467477 3119367 3601999 1926137 1533907 1039509 3416526

16907255 157852298197252000

070328158183098078053173857

8003 10000

306054 305466

58847 58452 54478 65762

140791 339693

2430515 63128875 66888933

89703762

439255

784320455211

13675

3464268

84223459

3769

13 NON CONTROLLING INTERESTTK 14938707

5000 shares of Tk 100 at par of Square Yarns Limited 500000 5000005000 shares of Tk 100 at par of Square Texcom Ltd 500000 500000Shares of Accumulated Profit 24262948 22924714Adjustment of Non controlling Interest of SYL (1037191) -Paid to NCI for Merger of SYL (9287050) - 14938707 23924714

(a) This represents the minority share holdings in Square Yarns Limited and Square Texcom Ltd as on June 30 2019

(b) Voting power is not different with proportion of ownership interest The company is using equity method of accounting in preparation of consolidated financial statements

12 RETAINED EARNINGS TK 5526237447Opening Balance 5565823903 5556051868Add Surplus for the Year 429023969 457055483Adjustment of Non controlling Interest 1037191 -Less Cash Dividend paid during the Year (375718096) (357826758)Less Appropriation for stock dividend (93929520) (89456690) 5526237447 5565823903

Shareholders Group Number of Investors Number of Shares

SponsorsDirectors 7 121959707 62 62Foreign Investors 5 6572330 3 6 Institutions 238 41857739 21 19 General Public 17194 26862224 14 13Total 17444 197252000 100 100

Percentageof ShareHolding

2018-2019

Percentageof ShareHolding

2017-2018

The position of shareholders as on June 30 2019 is as follows

STxL Annual Report 2018-201966

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

14 DEFERRED TAX LIABILITY TK 279327185

Opening Balance 222054637 203277250Deferred tax Liabilities 57272548 18777387Closing Balance Tk 279327185 222054637

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

A) Deferred Tax Liability is Arrived at as Follows Carrying Value of Depreciable Fixed Assets 5332662371 3692397786Less Tax Base Carrying Value (3470481142) (2212033539)Taxable Temporary Difference 1862181229 1480364247Tax Rate 1500 1500Closing Deferred Tax Liability 279327185 222054637Less Opening Deferred Tax Liability (222054637) (203277250)Deferred Tax (Income) Expense 57272548 18777387

15 SHORT TERM BANK LOAN (SECURED) TK 3370859633Bank Overdraft 72936 5569544Revolving Loan 800000000 - Loan ag Export Bill Discount 616960527 -LC Liabilities 1953826170 3411118217 3370859633 3416687761

These short term loans are secured against hypothecation of Stock and Accounts Receivable 16 CREDITORS amp OTHER PAYABLES TK 71576651

Creditors amp Other Payables 71576651 131402995 71576651 131402995

This represents amount payable to regular suppliers of packing materials utilities and other services rendered to the company All suppliers were paid on a regular basis

17 LIABILITIES FOR OTHER FINANCE TK 145174138 This is made up of the followings Retention Money 305299 1781837WPPF amp Other Fund 23608002 27128907Provision for Gratuity 34989040 -Others 86271797 107713206 145174138 13662395018 SHORT TERM LOAN TK 2168788505

Loan from Square Pharma Ltd 2168788505 1385741 2168788505 138574119 PROVISION FOR INCOME TAX TK 78908344 Opening Balance 182323262 368938056Adjustment with Advance Tax (163311686) (250943247)Current Year Provision 59896768 64328453Closing Balance 78908344 182323262

Tk

Tk

Tk

Tk

Tk

STxLAnnual Report 2018-2019 67

Particulars June 302018Taka

June 302019Taka

212 PACKING MATERIAL CONSUMED TK 101236647 This is arrived as follows Opening Stock 13842823 12055558 Purchase during the Year 106939166 87061457 Available for Production 120781989 99117015Closing Stock (19545342) (13842823) Packing Material Consumed Tk 101236647 85274192

21 COST OF GOODS SOLD TK 9425402349 This is arrived as follows Raw Materials Consumed (Note-211) 7070621165 6171179917Packing Materials Consumed (Note-212) 101236647 85274192 Factory Overhead (Note- 213) 2356256287 2221310872Cost of Goods Manufactured 9528114099 8477764981Work-In-Process (Opening) 73007237 86734976Work-In-Process (Closing) (158585990) (73007237)Cost of Production 9442535346 8491492720Finished Goods (Opening) 193560442 145342932Finished Goods (Closing) (210693439) (193560442) Cost of Goods Sold Tk 9425402349 8443275210

211 RAW MATERIAL CONSUMED Tk 7070621165

This is arrived as follows In Quantity(KG) Opening Stock 7070326 6531416Purchase during the year 51265791 35080079Raw Materials Available for Consumption 58336117 41611495Closing Stock (15154635) (7070326)Raw Materials Consumed 43181482 34541169

In Taka Opening Stock 1316945017 1244686448Purchase during the year 8099519171 6243438486Raw Materials Available for Consumption 9416464188 7488124934Closing Stock (2345843023) (1316945017)Raw Materials Consumed 7070621165 6171179917

Kg

Tk

20 SALES TK 10562041464 Sales Comprises the following In Quantity(KG) Opening Stock 808992 666112Production during the Year 39856706 31481902Available for Sale 40665698 32148014Closing Stock (840909) (808992)Sales during the year Kg 39824789 31339022(To be accounted for as follows) Sales Accounted as followsIn Quantity(KG) Export Sale of Yarns 39824789 31339022 Kg 39824789 31339022In Taka Export Sale of Yarns 10562041464 9411869563 10562041464 9411869563

STxL Annual Report 2018-201968

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

22 ADMINISTRATIVE OVERHEAD TK 278901489

Salary and Allowances 127661897 141801588Directors Remuneration 39316356 35765796Travelling amp Conveyance 875255 930008Overseas Travelling 55286736 51503344Recruitment amp Training Expenses 498034 548760Head Office Employees Free Lunch 1472058 1778361Uniform amp Liveries 170150 168681Printing Expenses 476287 379397Stationery Expenses 142076 634027Software amp Hardware Support Expenses 2679046 2847923Postage Telephone Fax amp Telex 452586 407523Electricity Gas amp Water 3577711 2951569Office Consumable Expense 2484432 3200268Rental Expenses 13212862 11635064Vehicles Running amp Maintenance 10380545 13418692Medical Expenses 792936 485121Group Insurance 455249 427134Bank Charges amp Commission 3399622 1278364Fees amp Subscription 9893562 12610740Security Service 463185 537654Govt Tax Stamp Duty amp Licence Fees 3046677 1015306Annual General Meeting Expenses 1390277 1536628Audit Fees 773950 417910Total 278901489 286279858

a) Audit Fees represent auditors remuneration for audit of the Companys Financial Statementsfor the Year ended

213 FACTORY OVERHEAD TK 2356256287 Factory Wages Salary amp Allowances 858697343 721061616Travelling amp Conveyance 303860 168814Overseas Travelling 430311 82096Recruitment amp Training Expenses 107340 60669Printing Expenses 289027 257551Stationery Expenses 1743673 1556240Software amp Hardware Support Expenses 2817058 3358793Production Workers Free Lunch 3921416 4370361Uniform amp Liveries 363556 256197Fuel Petrol Light Diesel etc 58514173 137707049Electricity Gas amp Water 625396587 606226179Factory Consumable Expense 52190712 63676776Medical Expenses 1404636 815060Repairs amp Maintenance of Vehicles 15119637 16962558Papers Books and Periodicals 62070 22790Industrial All Risk Insurance Premium 18468167 12565314Postage Telephone Fax amp Telex 352700 219889GovtTax VAT amp License Fees 3566683 3668859Security Services 18619132 19165867Spare Parts - Machinery 191323654 218588963Group Insurance 1310962 1269395Depreciation (Schedule-1) 501253590 409249836Total 2356256287 2221310872

STxLAnnual Report 2018-2019 69

Particulars June 302018Taka

June 302019Taka

24 FINANCE COST TK 280059922This is arrived as follows Interest on Short Term Loan 280059922 107733800 Tk 280059922 107733800 Interest expenses is derived from short-term loan and is recognized on an accrual basisThe finance cost includes no interest on any sort of borrowing from directors including managing director and managers

25 ALLOCATION FOR WPPF amp WF Tk 27376576 27128907

This represents 5 of Net Income before Tax after charging the allocation as per provisions of the Labour Law 2016

26 PROVISION FOR INCOME TAX Tk 59896768 64328453

This represents estimated Income Tax on Net Profit for the year and adjustment any shortexcess provision for prior years

27 PROVISION FOR DEFERRED TAX Tk 57272548 18777387

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

28 EARNING PER SHARE (EPS) The Computation is given below

Earning attributable to Ordinary Sharesincluding other income 429023969 457055483Number of Ordinary shares 197252000 197252000 Earnings Per Share 218 232

281 NET ASSET VALUE (NAV) PER SHARE

The Computation is given below

Equity Attributable to the Owners of the Company 7498757447 7444414383Number of Ordinary shares 197252000 197252000 Net Asset Value (NAV) Per Share 3802 3774

23 SELLING amp DISTRIBUTION OVERHEAD TK 15559867 This is arrived as follows Export Sale Expenses 11161969 8229821Loading amp Unloading 4397898 1825721Total Tk 15559867 10055542

STxL Annual Report 2018-201970

Particulars June 302018Taka

June 302019Taka

282 NET OPERATING CASH FLOWS PER SHARE (NOCFPS) The Computation is given below

Net Cash Generated (Used in) from Operating Activities (666727093) 52667706Number of Ordinary shares 197252000 197252000

Net Operating Cash flows per Share (NOCFPS) (338) 027

283 RECONCILIATION OF NET PROFIT WITH CASH FLOWS FROM OPERATING ACTIVITIES

The Computation is given below

Profit After Tax 429023969 457055483 Adjustment to reconcile net profit to net cashprovided by operating activities

Non-cash Expenses 558526138 428027223Depreciation 501253590 409249836Deferred Tax 57272548 18777387

Non-Operating Items 42093017 2400194Interest Expenses (Income) on Sister Company Loan 41829193 1068503Net effect of foreign currency translation (2111603) (1085122)Profit Ratio of Non controlling Interest 1338236 2416813Adjustment of Non controlling Interest 1037191 - Changes in working Capital (1696370217) (834815194)(Increase)Decrease in Inventories (991270113) (153594840)(Increase)Decrease in Accounts Receivable (717483376) (606384362)(Increase)Decrease in Advances Deposits amp Prepayments 167074346 126066301Increase(Decrease) in Creditors amp Other Payables (59826344) 14323924Increase(Decrease) in Liabilities for Others Finance 8550188 (28611423)Increase(Decrease) in Income Tax Payable (103414918) (186614794) Net Cash Generated (Used in) from Operating Activities (666727093) 52667706

STxLAnnual Report 2018-2019 71

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

STxL Annual Report 2018-201972

Prop

erty

Pla

nt a

nd E

quip

men

t - T

k 6

013

100

252

Sche

dule

-01

C O

S T

D E P

R E

C I A

T I O

N

Durin

g the

Per

iod

Durin

g the

Per

iod

PART

ICUL

ARS

Bala

nce

as at

July

01 2

018

Bala

nce a

s at

June

30 2

019

Writt

enDo

wn V

alue

as at

June

30

2019

Bala

nce

as at

July

01 2

018

Bala

nce a

s at

June

30 2

019

Addi

tions

Sale

sOb

sole

tes

Cha

rged

Adj

ustm

ents

SQU

ARE

TEX

TILE

S LI

MIT

EDCo

nsol

idat

ed S

ched

ule

of P

rope

rty

Pla

nt a

nd E

quip

men

t

As

at Ju

ne 3

0 2

019

As

at Ju

ne 3

0 2

018

88

130

798

42 2

160

369

578

(230

522

431

) 1

074

292

698

9 44

437

961

75 5

012

535

90 (2

152

230

28)

47

298

267

37 6

013

100

252

676

885

881

9

472

788

12

474

427

325

2

384

768

8 6

088

776

531

3

117

910

2

564

086

46

49

145

684

188

592

441

1

614

917

1 1

592

141

4 4

593

161

-

5

347

200

6 5

050

800

1

316

308

4

293

919

3

802

145

35

520

00

319

673

629

2

148

335

-

1

669

654

628

1

580

827

5 7

981

379

7 -

27

947

933

26

677

70

86

853

25

276

511

2

300

000

1

215

646

-

1

233

082

5

600

00

24

832

647

680

437

881

1

266

952

441

4

765

756

60

23

847

688

75

442

557

10

18

926

185

336

222

443

4

914

568

4 2

003

253

74

18

684

959

24

606

739

48

696

72

23

000

00

54

687

652

50

508

00

25

493

90

48

539

19

28

634

792

-

42

437

013

22

918

544

742

395

3

728

576

57

276

580

2

210

007

5 2

454

096

2

806

484

9 1

762

281

5

809

31

625

432

5

476

2 2

680

183

1

743

58

238

941

3

919

65

28

935

28

-

454

329

005

2

201

213

10

22

610

362

36

038

969

64

26

315

15

202

678

029

2

706

266

2 1

294

293

13

13

798

877

14

630

980

38

926

57

54

762

19

586

160

39

488

52

14

873

52

39

058

71

57

620

66

680

437

881

8

126

234

36

256

454

350

1

237

326

3

940

358

746

1

629

467

0 1

335

444

14

22

083

022

70

896

061

48

860

82

99

757

59

977

015

2

245

238

3

510

149

2 1

101

948

1

062

038

9

480

48

22

872

726

- -

-

-

(203

264

442

) -

-

-

(1

182

660

4) (1

319

82)

-

-

-

-

-

-

-

-

-

411

891

992

1

972

027

66

21

867

967

34

343

037

49

23

549

35

180

577

954

2

460

856

6 1

131

910

68

12

168

578

14

050

049

32

672

25

-

16

905

977

37

744

94

12

484

11

35

139

06

28

685

38

- -

-

-

(214

175

449

) -

-

-

(1

621

500

0) (1

319

82)

-

-

-

-

-

-

-

-

85

619

460

86

265

969

327

(1

483

557

1) 8

813

079

842

4

047

294

966

409

249

836

(12

748

627)

44

437

961

75 4

369

283

667

Land

amp La

nd D

evel

opm

ent

Build

ing-

Fact

ory amp

Util

ityBu

ildin

g-Ot

hers

Shed

sPl

ant amp

Mac

hine

ryLa

bora

tory

Equi

pmen

tEle

ctric

al In

stall

ation

Gas L

ine

Inst

allati

onM

otor

Veh

icles

Office

Equi

pmen

tFu

rnitu

re amp

Fixt

ure

Com

pute

rSo

ftwar

eBo

unda

ry W

allDe

ep Tu

be-W

ell

Safe

ty amp

Secu

rity E

quipm

ent

Commu

nicatio

n and

Netwo

rk Equi

pment

Othe

r Ass

ets

Financial Statement 2018-2019

Statement of Financial Position - 74

Statement of Profit or Loss and other Comprehensive Income - 75 Statement of Changes in Equity - 76 Statement of Cash Flows - 77 Basis of Preparation and Presentation - 78 Application of IAS - 78 Employees Benefit Plan - 80 Financial Risk Management - 81 Related Party Transaction - 82 Property Plants and Equipment - 95

Square Texti les Ltd

Standalone

Standalone

SQUARE TEXTILES LIMITEDStatement of Financial PositionAs at June 30 2019

ASSETS

Non-Current Assets 6557711203 4994687046Property Plant amp Equipment- Carrying Value 04 5374733212 3001819096Capital Work In Progress 05 693644112 1408534071Investment - Long Term (At Cost) 06 489333879 584333879

Current Assets 6396837207 4430793243Inventories 07 2821819716 1478552169Accounts Receivable 08 2993583494 1999834667Advances Deposits amp Prepayments 09 264470342 391186509Short Term Loan 10 161617019 123843099Cash amp Cash Equivalents 11 155346636 437376799

TOTAL ASSETS 12954548410 9425480289

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 7224422027 5386033532Share Capital 12 1972520000 1878590480Retained Earnings 13 5251902027 3507443052

Non-Current Liabilities 235701174 128579505 Deferred Tax Liability 14 235701174 128579505

Current Liabilities amp Provisions 5494425209 3910867252Short Term Bank Loan (Secured) 15 3055112511 2897754665Creditors amp Others Payable 16 64229574 79467584Liabilities for Other Finance 17 135543502 116974941Short Term Loan 18 2168788505 724638161Provision for Income Tax 19 70751117 92031901

TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 12954548410 9425480289

Net Asset Value Per Share (Restated) 3663 2731

STxL Annual Report 2018-201974

Particulars Note June 302018Taka

June 302019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Standalone

SQUARE TEXTILES LIMITEDStatement of Profit or Loss and other Comprehensive IncomeFor the Year Ended June 30 2019

SALES REVENUE 20 8896244091 6367124698

Cost of Goods Sold 21 (7944893270) (5695595049)

GROSS PROFIT 951350821 671529649

Administrative Expenses 22 (241149856) (221509044)

Selling and Distribution Expenses 23 (12351542) (5834014)

PROFIT FROM OPERATIONS 697849423 444186591

Finance Cost 24 (254157870) (86090059)

Non-Operating Income 25 14014592 7350278

PROFIT BEFORE WPPF amp WF 457706145 365446810

Allocation for WPPF amp WF 26 (21795531) (17402229)

PROFIT BEFORE TAX 435910614 348044581

Provision for Tax (Current) 27 (35860653) (38200677)

Provision for Tax (Deferred) (53587981) (18929976)

PROFIT AFTER TAX FOR THE YEAR 346461980 290913928

(Transferred to the Statement of Changes Equity)

Earning Per Share (EPS)-Restated 28 176 147

STxLAnnual Report 2018-2019 75

Particulars Notes 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

SQUARE TEXTILES LIMITED

Statement of Changes in EquityFor the Year Ended June 30 2019

Tk

Particulars

For the Year Ended June 30 2018

Standalone

Share Retained Total Capital Earnings

Balance as at June 30 2017 1789133790 3663812572 5452946362

Net Profit for the Year ended June 30 2018 - 290913928 290913928

Cash Dividend for the Year 2016-17 - (357826758) (357826758)

Stock Dividend for the Year 2016-17 89456690 (89456690) -

Balance As at June 30 2018 1878590480 3507443052 5386033532 Tk

Particulars

1878590480

-

-

93929520

-

1972520000

3507443052

346461980

(375718096)

(93929520)

1867644611

5251902027

5386033532

346461980

(375718096)

-

1867644611

7224422027

Balance as at June 30 2018

Net Profit for the Year Ended June 30 2019

Cash Dividend for 2017-18

Stock Dividend for 2017-18

Balance from Amalgamation of SQUARE Yarns Ltd

Balance As at June 30 2019

ShareCapital

RetainedEarnings Total

STxL Annual Report 2018-201976

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

SQUARE TEXTILES LIMITEDStatement of Cash FlowsFor the Year Ended June 30 2019

CASH FLOWS FROM OPERATING ACTIVITIES RECEIPTS Receipts from Sales Revenue 8164635258 5711888809Exchange Fluctuation Gain (Realization from Transection) 5569550 2793756 Receipts from Other Income 1928212 523971Total Receipts 8172133020 5715206536 PAYMENTS Payments to Suppliers (6883680753) (4333405344) Paid for Operating and Non-operating Expenses (1710317564) (1569169828) Interest Expenses (214195591) (60997318) Income Tax (50318547) (43108098) Total Payments (8858512455) (6006680588) Net Cash Generated (Used in) from Operating Activities (686379435) (291474052) CASH FLOW FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant amp Equipment (1423584303) (1341726034)Paid for Non controlling Interest for Merger of SYL (9287050) - Net Cash Generated (Used in) from Investing Activities (1432871353) (1341726034)

CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (29219532) 1367067706Short Term Loan from (To) Sister Company 2176613443 687639278Payment of Dividend (375718096) (357826758)

Net Cash Generated (Used in) from Financing Activities 1771675815 1696880226 Increase (Decrease) in Cash amp Cash Equivalents (347574973) 63680140Net effect of foreign currency translation 1834630 613204Opening Cash amp Cash Equivalents 437376799 373083455Cash Balance of SYL from Merger 63710180 - CLOSING CASH amp CASH EQUIVALENTS Tk 155346636 437376799

Net Operating Cash flows per Share (Restated) (348) (148)

Standalone

STxLAnnual Report 2018-2019 77

Particulars 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Standalone

SQUARE TEXTILES LIMITEDSQUARE TEXTILES LIMITEDNotes to the Separate Financial StatementsAs at and for the year ended June 30 2019

1ESTABLISHMENT AND OPERATIONS

11 LEGAL FORM OF THE ENTERPRISES

Square Textiles Limited (Here in after said as the company) is a public limited company incorporated with the Registrar of Joint Stock Companies and Firms Dhaka Bangladesh under Companies Act 1913 The principal activities of the company are described in notes 13

12 ADDRESS OF REGISTERED OFFICE AND FACTORY OF THE COMPANY

The address of the registered office at Square Centre 48 Mohakhali CA Dhaka -1212 Factory at Saradaganj Kashimpur Gazipur and Olipur Habiganj

13 NATURE OF BUSINESS

The company owns Five (5) units of spinning mills and a twisting mill Its activities and operations are related with manufacturing and marketing of Yarns

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATERIAL INFORMATION

21 STATEMENT OF COMPLIANCE

The financial statements have been prepared in conformity with the provisions of the Companies Act 1994 The Securities and Exchanges Rules 1987 and other relevant rules and regulations

22 BASIS OF PREPARATION

The financial statements have been prepared in accordance with the going concern principle and historical cost convention The significant accounting policies are set out below

23 STATEMENT ON COMPLIANCE OF INTERNATIONAL ACCOUNTING STANDARDS

The following IASs and IFRSs are applicable for the financial statements for the year under review

IAS 1 Presentation of Financial StatementsIAS 2 InventoriesIAS 7 Statement of Cash FlowsIAS 8 Accounting Policies Changes in Accounting Estimates and ErrorsIAS 10 Events after the Reporting PeriodIAS 12 Income TaxesIAS 16 Property Plant and EquipmentIAS 19 Employee BenefitsIAS 21 The Effects of Changes in Foreign Exchange RatesIAS 23 Borrowing CostsIAS 24 Related Party DisclosuresIAS 33 Earnings per ShareIAS 34 Interim Financial ReportingIAS 36 Impairment of Assets IAS 37 Provisions Contingent Liabilities and Contingent AssetsIFRS 3 Business Combination IFRS 5 Non-Current Assets Held for Sale amp Discontinued OperationsIFRS 7 Financial Instruments DisclosureIFRS 8 Operating SegmentsIFRS 12 Disclosures of interests in Other EntitiesIFRS 15 Revenue from Contracts with CustomersIFRS 16 Leases

STxL Annual Report 2018-201978

Standalone

24 GOING CONCERN

As per IAS-1 a company is required to make assessment at the end of each year to assess its capability to continue as going concern The 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 liabilities For this reason the Directors continue to adopt the going concern assumption while the financial statements have been prepared

25 ACCRUAL BASIS

The financial statements have been prepared except cash flow information using the accrual basis ofaccounting

26 STRUCTURE CONTENTS AND PRESENTATION OF FINANCIAL STATEMENTS

The presentation of the financial statements is in accordance with the guidelines provided by IAS-1 lsquorsquoPresentation of Financial Statementsrdquo A complete set of financial statements comprise

i) Statement of Financial Position as at June 30 2019ii) Statement of Profit or Loss and other Comprehensive Income for the year ended June 30 2019iii) Statement of Changes in Equity for the year ended June 30 2019iv) Statement of Cash Flows for the year ended June 30 2019 andv) Notes comprising a summary of significant accounting policies and other explanatory information to the Financial Statements for the year ended June 30 2019

27 STATEMENT OF CASH FLOWS

The Statement of Cash Flows is prepared using the direct method as stipulated in International Accounting Standards IAS-7 ldquoStatement of Cash Flowsrdquo

30 PROPERTY PLANT AND EQUIPMENT

As per IAS-16 Property Plant and Equipment are stated at their historical cost less accumulated depreciation No depreciation has been charged on the Freehold Land and on the Capital work in progress Depreciation is charged on all other assets on straight-line method Depreciation of an asset begins when it is available for use ie 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 ceases at the earlier of the date that the asset is classified as held for sale (or included in a disposal group that is classified as held for sale) in accordance with IFRS 5 and the date that the assets are derecognized

Depreciation is computed on the straight-line basis over the estimated useful lives as follows

Factory Building and other Construction

Plant amp Machinery

Laboratory amp other Equipment

Furniture amp Fixture

Motor Vehicles

Electrical Installation

Particulars Useful Life(Years)

20

10-15

5-8

5-8

5

5-8

STxLAnnual Report 2018-2019 79

Standalone

31 IMPAIRMENT OF ASSET

As per IAS-36 Revenue and Profitability of the company is Consistent and net worth of the company is growing every year that indicates our assets are performing at their highest as per our intended procurement and the summation of the discounted future cash flow from the operation of the assets would be positive if we dispose off those assets at the date of financial reporting But presently we have no intension to dispose off these assets As such we did not consider to recording the impairment lossgain

32 INVENTORIES

As per IAS-2 Inventories comprises of Raw Materials Raw Materials in transit Packing Materials Work in Progress Finished Goods Comber Noil and Spare amp Spare Parts in transit Inventories are valued at the lower of cost and net realizable value Cost comprises invoice value plus applicable handling charges Net realizable value is based on estimated selling price less estimated cost to completion and selling expenses

33 EMPLOYEESrsquo SEPARATION PLAN

Provident Fund

The company has established an approved contributory provident fund scheme A board of trustees wholly administers the fund No part of the fund is included in the asset of the group

Gratuity Fund

The Company operates an unfunded gratuity scheme The Company has applied for recognition of the gratuity fund from National Board of Revenue (NBR)

Group Insurance

The group has two group insurance schemes for its permanent employees premium for which is being charged to statement of comprehensive Income

Workerrsquos Profit amp Participation Fund

The company makes a regular allocation of 5 on net profit before tax to these funds and payment is made to the workerrsquos as per provision of Labor Law 2006 chapter-15

34 REVENUE RECOGNITION

As per IFRS-15 Revenue is recognized as control is passed either over time or at a point in time An entity recognizes revenue over time if one of the following criteria is met the customer simultaneously receives and consumes all of the benefits provided by the entity as the entity performs the entityrsquos performance creates or enhances an asset that the customer controls as the asset is created or the entityrsquos performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date

Income refers to increases in economic benefits during the accounting period in the form of inflows or enhancements of assets or decreases of liabilities that result in an increase in equity other than those relating to contributions from equity participants

35 OTHER INCOME

It is recognized when received

36 FOREIGN CURRENCY TRANSACTIONS

As per IAS-21 Transactions in Foreign Currencies are translated into BDT at the rate of exchange ruling on date of transaction Monetary assets and liabilities expressed in foreign currencies are translated into BDT at the rate of exchange ruling at the date of Statement of Financial position

37 BORROWING COSTS

As per IAS-23 Borrowing costs are recognized as expenses in the period in which they incurred and capitalized the same that incurred before commencement of commercial operation

STxL Annual Report 2018-201980

Standalone

38 FINANCIAL INSTRUMENTS

As per IFRS-7 Financial assets and liabilities are recognized on the Statement of Financial Position when the company has become a party to a contractual provision of the instrument

Receivables

Trade Receivables are stated at their nominal value and considered good No provision has been made for doubtful debt and no amount was written off as bad

Payables

Trade Payables are stated at their nominal value

Due to Due from related parties

Due to Due from related parties are stated at nominal value

Borrowings

Interest bearing bank loans and overdrafts are recorded at the proceeds received net of direct issue costs Finance charges are accounted for on an accrual basis

Financial Risk Management

The company has exposures to the following risks its use of financial statements

bull Credit riskbull Liquidity riskbull Market risk

The Board of Directors has overall responsibility for the establishment and oversight of the companyrsquos risk management framework The Board oversees how management monitors compliance with risk management policies and procedures and reviews the adequacy of the risk management framework in relation to risks faced by the group The Board is assisted in its oversight role by Audit Committee Internal audit under the purview of Audit Committee undertakes both regular and adhoc reviews of risk management controls and procedures the results of which are reported to the Audit Committee

Credit Risk

Credit risk is the risk of financial loss to the Company if a buyer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Companys receivable from customers and investment securities The Companys sales are made to renowned RMG Exporting Company Sales made to the entity are fully secured by Letters of Credit issued by local scheduled banks

Liquidity Risk

Liquidity risk is the risk that the Company will unable to meet its financial obligations as they fall due The Companys 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 Companys reputation In general 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 liquidityfund to make the expected payment within due date Moreover the Company seeks to maintain short term lines of credit with scheduled commercial banks to ensure payment of obligations in the event that there is insufficient cash to make the required payment

The requirement is determined in advance through cash flows projections and credit lines facilities with banks are negotiated accordingly

Seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

STxLAnnual Report 2018-2019 81

Standalone

Market Risk

Market Risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the Companys income or the value of its holding of financial instruments The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return

Capital Risk Management

The Companyrsquos objectives when managing capital are to safeguard the Companyrsquos ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Money Laundering

The company considers prevention of money laundering risk not only as a compliance requirement imposed by the law of the country but also as one of its ethical business values

39 LEASE

As per IFRS-16 The entity has no lease So there will be no implication regarding IFRS 16 in this financial year

310 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprises cash in hand bank currents accounts other bank deposits free of encumbrance and having maturity dates of three months or less from respective dates of deposit

311 TAXATION

Income tax expense represents the sum of the tax currently payable and deferred tax

Current Tax

The tax currently payable is based on taxable profit for the year Taxable profit differs from profit as reported in the statement of Comprehensive Income because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible in other years and it further excludes items that are never taxable or deductible The companyrsquos liability for current tax is calculated using tax rates that have been enacted on date of Statement of Financial Position

Deferred Tax

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the balance sheet liability method Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized based on tax rates (and tax laws) that have been enacted by the date of Statement of Financial Position

312 CONTINGENT LIABILITIES AND ASSETS

Current or possible obligations or assets arising from past events and whose existence is due to the occurrence or non-occurrence of one or more uncertain events which are not within the control of the company

313 RELATED PARTY TRANSACTION

The company has some related party transactions in arm length transactions with its sister concern

STxL Annual Report 2018-201982

Standalone

314 MERGED WITH SQUARE YEARNS LIMITED

As the project of Square Yarns Limited (SYL) is located within the premises of Square Textiles Limited (STxL) at Saradaganj Kashimpur Gazipur the separated operations of various aspects of SYL is a complex one Since STxL holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Board of Directors have recommended for amalgamation under provision of section 228 amp 229 of the Companies Act 1994

The process of merger

After approval of Board of Directors and consent of minority shareholders the Honrsquoble High Court Division of the Supreme Court of Bangladesh has sanctioned the scheme of amalgamation of Square Yarns Ltd (SYL) share with Square Textiles Ltd (STxL) on 29th October 2018 The merger has been executed with effect from January 01 2019

Purchase consideration

Square Textiles Limited holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Compensation of the minority shareholders is based on cash at a book value of shares as on 30 June 2017 subject to approval by the Court of Jurisdiction Honrsquoble High Court Division of the Supreme Court of Bangladesh

IFRS Followed for the Business Combination

IFRS-3 (Business Combinations) is mainly followed for the amalgamation of Square Yarns Ltd with Square Textiles Ltd on the basis of equity

AS per paragraph 5 of IFRS-3 ldquoApplying the acquisition method requires

(a) Identify the acquirer(b) Determining the acquisition date(c) Recognizing and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquire and(d) Recognizing and measuring goodwill or a gain from a bargain purchaserdquo

315 SEGMENT REPORTING

As per IFRS-8 As there is a single business and geographic segment within which the company operates as such no segment reporting is felt necessary

316 EARNINGS PER SHARE

As per IAS-33 Basis Earning per Share (EPS) has been computed dividing the earnings attributable to the weighted average number of the ordinary shares during the period

317 COMPARATIVE FIGURE

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 years financial statements Previous year comparative information of the Statement of Profit or Loss and other Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows are presented as unaudited

318 FINANCIAL YEAR

For this year financial year means July 01 2018 to June 30 2019

319 EVENTS AFTER THE REPORTING PERIOD

As per IAS-10 ldquoEvents after the Reporting Periodrdquo are those events favorable and unfavorable that occur between the end of the reporting period and the date when the financial statements are authorized for issue There are no events after the end of the reporting period

320 GENERAL

Figures have been rounded off to the nearest taka as it the reporting currency of these financials

STxLAnnual Report 2018-2019 83

4 PROPERTY PLANT amp EQUIPMENT TK 5374733212

Details of Property Plant amp Equipment and Depreciation as at June 30 2019 are shown in the annexed schedule-02 Depreciation for the year charged to Factory Overhead (Note-213) The break-up of the balances are depicted below

Fixed Assets at Cost Opening Balance 5985889409 5808792102Balance of SYL after Merger 1825727192 -Addition during the Year 2142853713 183407307Sale Obsolete during the Year (210214508) (6310000)Closing Balance(Cost) 9744255806 5985889409Accumulated Depreciation Opening Balance 2984070313 2750311205Balance of SYL after Merger 1205388269 -Charged during the Year 385899069 240069108Adjustment for saleObsolete (205835057) (6310000)Closing Balance 4369522594 2984070313Carrying Value 5374733212 3001819096

Tk

5 CAPITAL WORK IN PROGRESS TK 693644112 Opening Balance 1408534071 250215344 Addition during the Year 648499835 1339861443 Transfer to Property Plant amp Equipment (1363389794) (181542716) Closing Balance(Cost) 693644112 1408534071

The Capital work in progress includes Civil construction (Tk 265571949) Plant and Machinery (Tk 1024773048) and other Assets (Tk 73044797) This year it has been transferred to Non-current assets is completed and ready for use as per management intention

6 INVESTMENT- LONG TERM (AT COST) TK 489333879

This represents investments in shares of Square Yarns Ltd amp Square Texcom Ltd

a) Investment in Share of Square Yarns Limited - 95000000(950000 Shares of Tk 100 each)

b) Investment in Shares of Square Texcom Limited 65783760 65783760 (95000 Shares of Tk 100 each) c) Advanvce against Share Money Deposit of Square Texcom Limited 423550119 423550119 (95000 Shares of Tk 100 each) 489333879 584333879

1) Square Yarns Limited a Private limited company incorporated under Companies Act 1994 has Merged with Square Textiles Ltd from January 01 2019

2) Square Texcom Limited a private limited company incorporated under Companies Act 1994 a

Tk

STxL Annual Report 2018-201984

Tk

Particulars June 302018Taka

June 302019Taka

Notes Standalone

7 INVENTORIES TK 2821819716 Stocks of Raw Materials 2587607181 1267037971

Raw Materials 2157356247 987719563Raw Materials In Transit 95897741 77114929Packing Materials 17022366 10534616Work - in - process 118430636 42694518Finished Goods 198900191 148974345 Stocks of Spares 234212535 211514198

Spares at Store 227623673 194217841 Spares in Transit 6588862 17296357 Tk 2821819716 1478552169

The basis of valuation is stated in Note -32 carrying amount of inventories pledged as security 8 ACCOUNTS RECEIVABLE TK 2993583494

This represents invoice value of goods delivered to customer This is considered good and collectible

Aging of the above balance is as follows Below 60 days 1384809142 864286947 Within 61-120 days 1181647848 902795356 Above 120 days 427126504 232752364 Tk 2993583494 1999834667

a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person b) The carrying amount of Trade Debtors pledged as security c) Accounts Receivable is secured considered as good and is falling due within one year Classification schedule as required by Schedule XI of Companies Act 1994

9 ADVANCES DEPOSITS amp PREPAYMENTS TK 264470342

This is made up of the followings Advances 193246899 334833685

Income Tax 43637491 125021010Salary amp PF Current account 1181000 1995000 Other Expenses 17173605 14458064 Suppliers amp Contractor 131254803 193359611

Deposits 71223443 56352824 Security Deposit 63127583 49539729

Margin of Bank Guarantee 8095860 6813095 Tk 264470342 391186509

(a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person (b) There was no amount was due by the associated undertaking (c) The advances amp deposits considered good amp recoverable 10 SHORT TERM LOAN TK 161617019

Loan To Square Texcom Limited 161617019 123843099 Short Term Loan Given 161617019 123843099

The above amount is unsecured but considered good and bears interest 1 above the commercial Banks interest rate

STxLAnnual Report 2018-2019 85

Particulars June 302018Taka

June 302019Taka

12SHARE CAPITAL TK 1972520000

This is made up of the followingsAuthorized300000000 Ordinary Shares of Tk 1000 each 3000000000 3000000000

Issued Subscribed and Paid upOpening Balance 1878590480 1789133790Bonus Share Issued 93929520 89456690(9392952 Ordinary Shares of Tk 1000 each fully Paid up) 1972520000 1878590480

11 CASH amp CASH EQUIVALENTS TK 155346636

This is made up of the followings Cash in Hand 4717640 5619110 Cash at Bank 150628996 431757689 Tk 155346636 437376799

Foreign currency account balances have been converted to Taka at the ruling rate at the reporting date

Shareholders Group Number of Investors Number of Shares

SponsorsDirectors 7 121959707 62 62Foreigners 5 6572330 3 6 Institutions 238 41857739 21 19 General Public 17194 26862224 14 13Total 17444 197252100 100 100

Percentageof ShareHolding

2018-2019

Percentageof ShareHolding

2017-2018

Distribution schedule of each class of equity security setting out the number of holders and percentage as on June 30 2019

The position of shareholders as on June 30 2019 is as follows

Less than 500 shares500 to 5000 shares5001 to 10000 shares10001 to 20000 shares20001 to 30000 shares30001 to 40000 shares40001 to 50000 shares50001 to 100000 shares100001 to 1000000 sharesOver 1000000 shares

As per FolioNo of holders Holdings No of holders Holdings

Range of Holdings As per BO ID Total shareHolding In

Total

1081471 6162011 3060520 3543547 1871659 1468145

898718 3076833

14476740 94723423

130363067

1387525 6467477 3119367 3601999 1926137

1533907 1039509 3416526

16907255 157852298 197252000

070328158183098078053173857

800310000

306054 305466

58847 58452 54478 65762

140791 339693

2430515 63128875 66888933

89703762

439255

784320455211

13675

3464268

84223459

3769

Tk

STxL Annual Report 2018-201986

Particulars June 302018Taka

June 302019Taka

Notes Standalone

13 RETAINED EARNINGS TK 5251902027Opening Balance 3507443052 3663812572Add Net income during the Year 346461980 290913928Less Cash Dividend paid during the Year (375718096) (357826758)Less Appropriation for stock dividend during the Year (93929520) (89456690)Add Balance from Amalgamation of SQUARE Yarns Ltd 1867644611 - 5251902027 350744305214 DEFERRED TAX LIABILITY TK 235701174 Opening Balance 128579505 109649529Deferred Tax Liabilities of SYL after Merger 53533688 -Deferred Tax Liabilities 53587981 18929976Closing Balance 235701174 128579505

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

a) Deferred Tax Liability is arrived at as follows Carrying Value of Depreciable Fixed Assets 4734224195 2367972537Less Tax Base Carrying Value (3162883038) (1510775836)Taxable Temporary Difference 1571341157 857196701Tax Rate 1500 1500Closing Deferred Tax Liability 235701174 128579505Less Opening Deferred Tax Liability (128579505) (109649529)Less Deferred tax Liabilities of SYL after Merger (53533688) -Deferred Tax (Income) Expense 53587981 18929976

15 SHORT TERM BANK LOAN (SECURED) TK 3055112511 Bank Overdraft 15264 5569544Revolving Loan 800000000 - Loan ag Export Bill Discount 616960527 -Deferred LC Loan 1638136720 2892185121 3055112511 2897754665

These short term loans are secured against hypothecation of Stock and Accounts Receivable

16 CREDITORS amp OTHERS PAYABLE TK 64229574 Creditors amp Others Payable 64229574 79467584 64229574 79467584

This represents amount payable to regular suppliers of packing materials utilities and other services rendered to the company All suppliers were paid on a regular basis

17 LIABILITIES FOR OTHER FINANCE TK 135543502 Retention Money 238218 1714756WPPF amp Other Fund 21795531 17402229Provision for Gratuity 30026145 -Others 83483608 97857956 135543502 116974941

18 SHORT TERM LOAN TK 2168788505

This is made up as follows Loan From Sqaure Pharma Ltd 2168788505 1385741Loan from Square Yarns Ltd - 723252420Short Term Loan Received 2168788505 724638161

Tk

Tk

STxLAnnual Report 2018-2019 87

Particulars June 302018Taka

June 302019Taka

Kg

Kg

Kg

Tk

20 SALES TK 8896244091

Sales Comprises the following In Quantity (KG) Opening Stock 621995 451690Balance from Square Yarns Ltd after Merger 142535 -Production during the Year 33622604 22925478Available for Sale 34387134 23377168Closing Stock (778048) (621995)Sales during the year 33609086 22755173(To be accounted for as follows)

Sales Accounted as followsExport Sale of Yarns 33609086 22755173

In TakaExport Sale of Yarns 8896244091 6367124698 8896244091 6367124698

19 PROVISION FOR INCOME TAX TK 70751117

Opening Balance 92031901 182829429Provision for tax Liabilities of SYL after Merger 101744149 -Adjustment with Advance Tax (158885586) (128998205)Provision made for the period 35860653 38200677 Closing Balance 70751117 92031901 Tk

Tk

Tk

Kg

21 COST OF GOODS SOLD TK 7944893270

This is arrived as follows Raw Materials Consumed (Note-211) 6040169162 4139044400Packing Materials Consumed (Note-212) 85725202 60165053Factory Overhead (Note- 213) 1890941844 1532471751Cost of Goods Manufactured 8016836208 5731681204Work-In-Process (Opening) 42694518 59965200Balance from Square Yarns Ltd after Merger 21309456 -Work-In-Process (Closing) (118430636) (42694518)Cost of Production 7962409546 5748951886Finished Goods (Opening) 148974345 95617508Balance from Square Yarns Ltd after Merger 32409570 -Finished Goods (Closing) (198900191) (148974345)Cost of Goods Sold 7944893270 5695595049

211 RAW MATERIALS CONSUMED TK 6040169162This is arrived as follows In Quantity(KG) Opening Stock 5489560 4944183Balance from Square Yarns Ltd after Merger 1020315 -Purchase during the year 43559269 25293343Raw Materials Available for Consumption 50069144 30237526Closing Stock (13938950) (5489560)Raw Materials Consumed 36130194 24747966 In Taka Opening Stock 987719563 898396232Balance from Square Yarns Ltd after Merger 384898444 -Purchase during the year 6824907402 4228367731Raw Materials Available for Consumption 8197525409 5126763963Closing Stock (2157356247) (987719563)Raw Materials Consumed 6040169162 4139044400

STxL Annual Report 2018-201988

Particulars June 302018Taka

June 302019Taka

Notes Standalone

Tk

213 FACTORY OVERHEAD TK 1890941844

Factory Wages Salary amp Allowances 661387598 450721594Travelling amp Conveyance 207830 44614Overseas Travelling 430311 74089Recruitment amp Training Expenses 85417 54128Printing Expenses 212586 134378Stationery Expenses 1413673 1053633Software amp Hardware Support Expenses 2135815 2706564Production Workers Free Lunch 3415844 3015008Uniform amp Liveries 312376 196760Fuel Petrol Light Diesel etc 50462674 128243449Electricity Gas amp Water 542049700 482485291Factory Consumable Expense 38936851 38931107Medical Expenses 986078 546904Repairs amp Maintenance of Vehicles 12622607 13433252Papers Books and Periodicals 47430 14810Industrial All Risk Insurance Premium 12901183 8018556Postage Telephone Fax amp Telex 322295 172732GovtTax VAT amp License Fees 3028921 2265498Security Services 12022875 9480475Spare Parts - Machinery 161055120 150006480Group Insurance 1005591 803321Depreciation (Schedule-1) 385899069 240069108Total 1890941844 1532471751Tk

212 PACKING MATERIALS CONSUMED TK 85725202 This is arrived as follows Opening Stock 10534616 5547666Balance from Square Yarns Ltd after Merger 1571692 -Purchase during the Year 90641260 65152003Available for production 102747568 70699669Closing Stock (17022366) (10534616)Packing Materials Consumed 85725202 60165053

22 ADMINISTRATIVE OVERHEAD TK 241149856Salary and Allowances 103615094 108724229Directors Remuneration 39316356 35765796Travelling amp Conveyance 787255 742403Overseas Travelling 45579569 29503189Recruitment amp Training Expenses 498034 537760Head Office Employees Free Lunch 1420763 1704421Uniform amp Liveries 144862 127474Printing Expenses 457113 373937Stationery Expenses 141316 602440Software amp Hardware Support Expenses 2154485 1788846Postage Telephone Fax amp Telex 446807 401380Electricity Gas amp Water 3155391 2080483Office Consumable Expense 2205529 2733279Rental Expenses 13110862 9080468Vehicles Running amp Maintenance 9536650 12259975Medical Expenses 648382 364123Group Insurance 447475 396097Bank Charges amp Commission 3155465 607384Fees amp Subscription 9176769 10798087Security Service 463185 468840Govt Tax Stamp Duty amp Licence Fees 2757142 581295Annual General Meeting Expenses 1390277 1536628Audit Fees 541075 330510Total 241149856 221509044

a) Audit Fees represent auditors remuneration for audit of the Companys Financial Statements for the Year ended Tk

STxLAnnual Report 2018-2019 89

Particulars June 302018Taka

June 302019Taka

This is arrived as follows Export Sale Expenses 8793560 4852662Loading amp unloading 3557982 981352Total Tk 12351542 5834014

24 FINANCE COST TK 254157870 Interest on Short Term Loan 254157870 86090059 Tk 254157870 86090059

Interest expenses is derived from short-term loan and is recognized on an accrual basisThe finance cost includes no interest on any sort of borrowing from directors including managing director and managers

25 NON-OPERATING INCOME TK 14014592This is made up as follows Interest Income 5047362 3943318GainLoss on Disposal of Assets 1563049 -Forex Exchange Rate Fluctuation Gain (Loss) 7404181 3406960 14014592 7350278

26 ALLOCATION FOR WPPF amp WF TK 21795531

Tk 21795531 17402229

This represents 5 of Net Income before Tax after charging the allocation as per provisions of the Companies Profit under Labour Law 2016

27 PROVISION FOR INCOME TAX FOR THE YEAR TK 35860653

Tk 35860653 38200677

This represents estimated Income Tax on Net Income for the year and adjustment any shortexcess provision for prior years

28 EARNINGS PER SHARE (EPS)

The Computation is given below

Earning attributable to Ordinary Shares including other income 346461980 290913928Number of Ordinary shares 197252000 197252000Earnings Per Share (EPS) 176 147

Tk

23 SELLING amp DISTRIBUTION OVERHEAD TK 12351542

Tk

STxL Annual Report 2018-201990

Particulars June 302018Taka

June 302019Taka

Notes Standalone

2801 NET ASSET VALUE (NAV) PER SHARE The Computation is given below

Equity Attributable to the Owners of the Company 7224422027 5386033532Number of Ordinary shares 197252000 197252000

Net Asset Value (NAV) Per Share 3663 2731

2802 NET OPERATING CASH FLOWS PER SHARE (NOCFPS)

The Computation is given below Net Cash Generated (Used in) from Operating Activities (686379435) (291474052)Number of Ordinary shares 197252000 197252000 Net Operating Cash flows per Share (NOCFPS) (348) (148)

2803 RECONCILIATION OF NET PROFIT WITH CASH FLOWS FROM OPERATING ACTIVITIES

The Computation is given below Profit After Tax 346461980 290913928

ADJUSTMENT TO RECONCILE NET PROFIT TO NET CASH PROVIDED BY OPERATING ACTIVITIES

Non-cash Expenses 439487050 258999084Depreciation 385899069 240069108Deferred Tax 53587981 18929976 Non-Operating Items 38481232 (181591)Interest Expenses (Income) on Sister Company Loan 40315862 431613Net effect of foreign currency translation (1834630) (613204) Changes in working Capital (1510809697) (841205473)(Increase)Decrease in Inventories (791902028) (151858905)(Increase)Decrease in Accounts Receivable (731608833) (655235889)(Increase)Decrease in Advances Deposits amp Prepayments 172463124 74070702Increase(Decrease) in Creditors amp Others Payable (45062380) 14083073Increase(Decrease) in Liabilities for Other Finance 8325352 (31466926)Increase(Decrease) in Income Tax Payable (123024932) (90797528) Net Cash Generated (Used in) from Operating Activities (686379435) (291474052)

STxLAnnual Report 2018-2019 91

Particulars June 302018Taka

June 302019Taka

29 APPROPRIATION DURING THE YEAR

The appropriations for the year 2017-18 have been reflected in the Statement of Changes in Equity The Board of Directors proposed cash dividend of Tk 2 (Taka Two) only per share for the year 2018-19 It will be recognized as liability in the accounts as and when the proposal approved by the shareholders in the Annual General Meeting (AGM) The total amount of Proposed Cash Dividend for the year 2018-19 is calculated at Tk 394504000

30NUMBER OF EMPLOYEES

The Number of employees and expenses incurred for employees during the year as follows No of Employees Below Tk 7188000 pa - - Tk 7188000 and Above 3965 2427 3965 2427

Amount in Taka Below Tk 7188000 pa - -Tk 7188000 and Above 765002692 559445823 765002692 559445823

There is no SalaryWagesRemuneration below Tk5990- per month with wef May 2018

Tk

31 KEY MANAGEMENT PERSONNEL COMPENSATION

During the year the amount of compensation paid to Key Management Personnel including Board of Directors is as under (As para 17 of IAS 24)

Short Term Employee Benefits 105681755 102961001Post Employment Benefits 7380189 5544772Other Long Term Benefits - - Termination Benefits - - Share Based Payment -

32CAPITAL EXPENDITURE COMMITMENT Contract for capital expenditure are being executed by the Contractors and running bills are accounted for but the unfinished contracts has not been reflected in this Financial Statements

33 CLAIM ACKNOWLEDGEMENT

There was no claim against the Company not acknowledged as debt as on June 30 2019

34 CONTINGENT LIABILITY 341 Contingent Liability of the Company was Tk 1297220698- as on June 30 2019 for opening LCs by the banks in favour of foreign suppliers for raw materials and spares

342 There was no facts and figures for which the company has contingent liability to any party other than to Banks as on June 30 2019

STxL Annual Report 2018-201992

Particulars June 302018Taka

June 302019Taka

Notes Standalone

35 PRODUCTION CAPACITY AND UTILIZATION

Capacity Installed No of Spindles Installed 122976 81648No of Rotor Heads Installed 3960 3960No of Vortex Heads Installed 2784 672

Capacity Utilised No of Spindles Operated 122976 81648No of Rotor Heads Operated 3960 3960No of Vortex Heads Operated 2784 672

Production Target (In Kg) -At Equivalent 30s Count (Ring Yarn) 18171216 9944673- At Equivalent 14s Count (OE Yarn) 9042222 10043927- At Equivalent 30s Count (Vortex Yarn) 7927500 2450000 35140938 22438600

Actual Production (In Kg) -At Equivalent 30s Count (Ring Yarn) 17617160 9400675- At Equivalent 14s Count (OE Yarn) 8722390 9810863- At Equivalent 30s Count (Vortex Yarn) 7642423 2388957 33981973 21600495

During the last few years we had to face hard competition in the national amp international market To cope with the situation we have adopted multiple product mix to attain high margin as strategy of value addition through product differentiation Hence we have restated the production capacity installation criterion and actual production quantity to make them (The production data) equivalent amp comparable

36 DIVIDEND PAID TO THE SHAREHOLDERS

During the year under review total cash dividend amounting to Tk 375718096 has been paid to the shareholders

37 CREDIT FACILITY There was no credit facility available to the Company under any contract other than bank credit facility and trade credit available in the ordinary course of business

38 EVENT AFTER THE BALANCE SHEET DATE Events after the reporting date that provide additional information about the Companys position at the reporting date are reflected in the financial statements Events after the reporting date that are not adjusting events are disclosed in the notes when material

STxLAnnual Report 2018-2019 93

Particulars June 302018Taka

June 302019Taka

Tk

Tk

39 RELATED PARTY TRANSACTION During the year the Company carried out a number of transactions with related parties in the normal course of business and on an arms length basis The name of related parties nature of relationship and their total value have been set out in accordance with the provisions of IAS 24 Related Party Disclosure Transaction with Sqaure Pharma Ltd (SPL)

Total Received during the year (3061606816) (93100563)Total Paid during the year 892818311 91714822 Closing Balance- Receivable (Payable) (2168788505) (1385741)

Transaction with Square Yarns Ltd (SYL) Total Received during the year (876285713) (798264528)Total Paid during the year 876285713 75012108 Closing Balance- Receivable (Payable) - (723252420)

Transaction with Square Texcom Ltd (STcL) Total Received during the year (130056473) (64625981)Total Paid during the year 291673492 188469080 Closing Balance- Receivable (Payable) 161617019 123843099

Transaction with Aegis Services Ltd(ASL) Total Service Received during the year (14459802) (9648537)Total Paid during the year 14459802 9648537 Closing Balance- Receivable (Payable) - - Transaction with Square Informatix Ltd(SIL) Total Service Received during the year (4634990) (9716257)Total Paid during the year 4634990 9716257 Closing Balance- Receivable (Payable) - -

Tk

Tk

Tk

Tk

Tk

Tk

Transaction with Square Hospitals Ltd(SHL) Total Service Received during the year (1443070) (423274) Total Paid during the year 1443070 423274 Closing Balance- Receivable (Payable) - -

Transaction with Square Fashions Ltd(SFL) Total Received during the year (641034460) (975593483) Total Goods Delivered during the year 960267603 1163792468 Closing Balance- Receivable (Payable) 319233143 188198985

Transaction with Square Denims Ltd (SDL) Total Received during the year (351425562) (293316287) Total Goods Delivered during the year 527379307 459213857 Closing Balance- Receivable (Payable) 175953745 165897570 Transaction with Square Apparels Ltd(SApL) Total Received during the year (124156287) (165245535)Total Goods Delivered during the year 229716558 298653172 Closing Balance- Receivable (Payable) 105560271 133407637

Tk

40 APPROVAL OF ACCOUNTS

These financial statements have been approved by the board on October 22 2019

STxL Annual Report 2018-201994

Particulars June 302018Taka

June 302019Taka

Notes Standalone

SQU

ARE

TEX

TILE

S LI

MIT

EDSc

hedu

le o

f Pro

pert

y P

lant

and

Equ

ipm

ent

Prop

erty

Pla

nt a

nd E

quip

men

t - T

k 5

374

733

212

Sche

dule-

02

C O

S T

D E P

R E C

I A T

I O N

Durin

g the

perio

dDu

ring t

he Pe

riod

PART

ICULA

RS

At 01

st July

2018

Balan

ce of

SYL

Amalg

amati

on

Janua

ry 1

2019

Balan

ce of

SYL

Amalg

amati

on

Janua

ry 1

2019

At 30

th Jun

e20

19

Writt

enDo

wn Va

lueas

at30

th Ju

ne20

19

At 01

st July

2018

At 30

th Jun

e20

19Ad

dition

s Sa

lesO

bsole

tes

Char

ged

Adju

stmen

ts

As at

June

30

201

9

As at

June

30

201

8

18

257

271

92 -

59

858

894

09

580

879

210

2 2

1428

5371

3

1834

0730

7

(210

214

508

) (6

3100

00)

974

4255

806

598

5889

409

298

4070

313

275

0311

205

120

5388

269 -

436

9522

594

298

4070

313 5

374

733

212

3

0018

1909

6

(205

8350

57)

(631

0000

)

3858

9906

9

2400

6910

8

Land

amp La

nd D

evelo

pmen

tBu

ildin

g-Fa

ctor

y amp U

tility

Build

ing-

Othe

rsSh

eds

Plan

t amp M

achi

nery

Labo

rato

ry Eq

uipm

ent

Elect

rical

Insta

llatio

nGa

s Lin

e Ins

talla

tion

Mot

or V

ehicl

esOffi

ce Eq

uipm

ent

Furn

iture

amp Fi

xtur

eCo

mpu

ter

Softw

are

Boun

dary

Wall

Deep

Tube

-Well

Safe

ty amp

Secu

rity E

quipm

ent

Commu

nicatio

n and

Netwo

rk Equi

pment

Othe

r Ass

ets

633

846

559

6

477

873

52

254

718

884

1

611

116

0 3

991

309

204

2

210

444

1

774

942

49

42

317

459

137

827

441

1

229

926

4 1

000

095

2 3

317

912

-

4

725

461

3 2

506

125

5

953

25

39

665

78

23

258

88

66

624

58

179

260

468

1

071

728

35

-

14

498

294

67

445

000

4

257

867

2 1

361

072

2

824

500

0 2

627

836

4

804

977

7

683

50

-

-

224

675

4

151

00

236

000

1

095

282

-

90

801

244

64

277

447 -

974

618

773

4

450

00

42

578

672

13

610

72

22

922

196

13

967

97

47

870

86

521

088

-

-

1

436

89

404

938

1

126

08

10

176

59

640

509

017

1

146

721

449

3

618

917

19

16

111

160

69

013

080

76

18

463

719

299

886

718

4

367

853

1 1

819

953

74

17

154

622

23

475

687

43

627

73

23

000

00

48

470

259

27

308

00

22

435

07

47

625

78

28

189

817

640

509

017

7

366

284

97

158

546

449

1

237

326

3

530

237

381

1

629

467

0 1

300

746

90

19

301

413

69

425

260

42

764

47

95

385

16

912

042

2

245

238

3

055

049

4 7

296

0 1

062

038

9

480

48

22

872

726

-

-

-

-

(196

954

232

) -

-

-

(8

748

843

) (1

319

82)

-

-

-

-

-

-

-

-

-

31

660

886

13

184

665

742

395

2

878

564

21

276

580

1

850

958

1 2

087

291

2

347

721

1 1

256

420

4

786

54

433

039

5

476

2 2

378

459

8

026

2

368

67

368

348

2

889

464

-

410

092

952

2

033

452

70

14

873

834

33

710

706

95

21

690

49

169

812

028

2

437

711

8 1

125

701

14

12

878

175

13

937

171

34

507

31

54

762

17

919

765

26

578

40

11

814

69

38

145

30

53

170

91

-

287

630

822

1

258

831

58

14

131

439

23

055

497

33

14

474

69

108

723

775

2

092

875

5 7

491

955

0 1

035

694

0 8

671

431

2

496

604

-

1

554

130

6 2

506

125

5

396

64

33

335

74

14

099

68

-

-

-

-

(198

057

526

) -

-

-

(1

202

500

0) (1

319

82)

-

-

-

-

-

-

-

-

-

319

673

629

-

-

1

658

226

931

1

580

827

5 7

981

379

7 -

27

947

933

23

595

04

86

697

58

276

511

2

300

000

1

215

646

-

1

233

082

5

600

00

24

768

647

Financial Statement 2018-2019

Directorsrsquo Report - 97 Auditorsrsquo Report - 99 Statement of Financial Position - 100

Statement of Profit or Loss and other Comprehensive Income - 101 Statement of Changes in Equity - 102 Statement of Cash Flows - 103

Square Texcom Ltd

Subsidiary

I have the pleasure on behalf of the Board of Directors to submit to you its Report along with its audited accounts containing the Statement of Financial Position as of June 30 2019 Statement of Profit or loss and other Comprehensive Income Changes in Equity and Cash Flows for the year ended June 30 2019 and the Auditors Report thereon in terms of the provisions of section 184 of the Companies Act 1994 and IAS codes OPERATIONAL RESULTS

The operational performance during the years 2017-2018 and 2018-2019 are as follows

In million Particulars 2018-19 2017-18

Turnover 93472 87964 Gross Profit 9679 9665 Net Profit (AT) 2008 3428 Gross Margin 1035 1099 Net Margin (AT) 215 390 Earning Per Shares 20082 34275 Par value Tk 100

The above reveals that the Turnover and Gross Profit increased by 626 015 respectively but Net Profit (AT) decreased by 4141 during year under review MARKET OPERATIONS

Similar to the Square Textiles Limited Square Texcom Limited has been also based on exports at almost 100 level with less than significant local sales This is in line with the grouprsquos policy of export production in the greater interest of the Company

SHAREHOLDING

The Company has issued total of 100000 share of Tk 100 each The present share-holding pattern of the company is as follows

Name of the Shareholders

Shareholding (shares)

()

Mr Samuel S Chowdhury 1166 1166

Mr Tapan Chowdhury 1166 1166

Mr Anjan Chowdhury 1166 1166

Mrs Ratna Patra 1166 1166

Mrs Anita Chowdhury 336 0336

Ms Square Textiles Ltd 95000 9500

Total - 100000 10000

On the basis of the above shareholdings Square Texcom Ltd has the status of subsidiary to Square Textiles Limited BOARD OF DIRECTORS

The following persons are the Members of the Board of Directors of the Company Mr Samuel S Chowdhury Chairman Mrs Ratna Patra Vice-Chairman Mr Anjan Chowdhury Managing Director Mr Tapan Chowdhury Director Mrs Nihad Kabir Director (Nominee of Square Textiles Ltd) Assets Turnover Profit Tk in million

SQUARE TEXCOM LIMITED

Directorsrsquo Report to the Members for the year ended 30 June 2019

STxLAnnual Report 2018-2019 97

2008

CAPITAL EXPENDITURE

A contract for capital expenditure are being executed by the Contractors and running bills are accounted for but the unfinished contracts has not been reflected in this Financial Statements

APPROPRIATION OF PROFIT Though the Company earned a respectable level of profit Tk 20082 per share the Board of Directors decided to transfer the entire profit to the General Reserve for ploughing back in the long term interest of the shareholders As such the Board of Directors did not recommend for declaration of any dividend for the year 2018-2019 FINANCIAL POSITION

The Statement of Financial Position as on 30 June 2019 Statement of Profit or Loss and other Comprehensive Income Change in Equity and Cash Flows ended at 30 June 2019 are place herewith APPOINTMENT OF AUDITORS

Ms Chowdhury Bhattacharjee amp Co Chartered Accountants Auditors of the Company retire at this Annual General Meeting and being eligible have offer themselves for appointment as Auditors for the year 2019-2020 and re-fixation of their remuneration

ACKNOWLEDGEMENT

The Board of Directors thankfully acknowledge the devotion and dedication of all the workers employees and officers without which the Companyrsquos operation could not have attained the successes as reported above The Board also record with appreciation the support service and co-operation rendered by all concerned Samuel S Chowdhury Chairman

Square Texcom Limited Directorsrsquo Report

STxL Annual Report 2018-201998

AUDITORS REPORTIndependent Auditors Report to the Shareholders ofSquare Texcom Limited

Opinion

We have audited the accompanying Financial Statements of Square Texcom Limited which comprises the Statement of Financial Position as at 30 June 2019 Statement of Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows for the year then ended and Notes to the Financial Statements including a summary of significant accounting policies

In our opinion the Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) give a true and fair view of the state of the companyrsquos affairs as at 30 June 2019 and of the results of its operations and its Cash Flows for the year then ended and comply with the Companies Act 1994 and other applicable laws and regulations

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) Our Responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report We are independent of the Company in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevent to our audit of the Financial Statements and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with International Financial Reporting Standards (IFRSs) the Companies Act 1994 and other applicable laws and regulations This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of 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

In preparing the Financial Statements management is responsible for assessing the Companys ability to continue as a going concern desclosing as applicable matters related to Going Concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so

Those charged with govrnance are responsible for overseeing the Companys financial reporting process

Auditors Responsibilities for the Audit of the Financial Statements

Our responsibility is to express an opinion on these Financial Statements based on our audit We conducted our audit in accordance with International Standards on Auditing (ISA) Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 auditorrsquos 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 entityrsquos 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 entityrsquos internal control An audit also includes evaluating 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

Place DhakaDated October 01 2019

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of account as required by law have been kept by Square Texcom Limited so far as it appeared from our examination of those books and

The Companyrsquos Statement of Financial Position Statement of Comprehensive Income and its Statement of Cash Flows dealt with by the report are in agreement with the books of account

(i)

(ii)

(iii)

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

Further to our opinion in the above paragraph we state that

STxLAnnual Report 2018-2019 99

SQUARE TEXCOM LIMITEDStatement of Financial PositionAs at June 30 2019

ASSETS NON-CURRENT ASSETS 669463993 707305663Property Plant amp Equipment- Carrying Value 638367040 690592118Capital Work In Progress 31096953 16713545

CURRENT ASSETS 598985345 460008024Inventories 286949732 166614746Accounts Receivable 261286264 216416781Advances Deposits amp Prepayments 25463273 24687001Cash amp Cash Equivalents 25286076 52289496 TOTAL ASSETS Tk 1268449338 1167313687

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 298774127 278691935Share Capital 10000000 10000000Retained Earnings 288774127 268691935 NON-CURRENT LIABILITIES 467176130 459166119Share Money Deposit 423550119 423550119Deferred Tax Liability 43626011 35616000 CURRENT LIABILITIES amp PROVISIONS 502499081 429455633Short Term Bank Loan (Secured) 315747122 285746054Creditors amp Others Payable 7347077 8830192Liabilities for Other Finance 9630636 6610187Short Term Loan 161617019 123843099Provision for Income Tax 8157227 4426101 TOTAL SHAREHOLDERS EQUITY amp LIABILITIES Tk 1268449338 1167313687

Net Asset Value Per Share 298774 278692

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxL Annual Report 2018-2019100

Particulars June 302018Taka

June 302019Taka

SQUARE TEXCOM LIMITEDStatement of Profit or Loss and Other Comprehensive IncomeFor the Year ended June 30 2019

SALES REVENUE 934721283 879640842

Cost of Goods Sold (837931175) (782995713)

GROSS PROFIT 96790108 96645129

Administrative Expenses (31431439) (37124155)

Selling amp Distribution Expenses (2329503) (1767531)

PROFIT FROM OPERATION 63029166 57753443

Finance Cost (25947910) (14474368)

Non-operating Income 980645 374424

PROFIT BEFORE WPPF amp WF 38061901 43653499

Allocation for WPPF amp WF (1812471) (2078738)

PROFIT BEFORE TAX 36249430 41574761

Provision for Tax (Current) (8157227) (2105611)

Provision for Tax (Deferred) (8010011) (5193958)

PROFIT AFTER TAX FOR THE PERIOD Tk 20082192 34275192

(Transferred to the Statement of Changes in Equity)

No of Share=100000

Earnings Per Share(EPS) 20082 34275

Subsidiary

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxLAnnual Report 2018-2019 101

Particulars 2017-2018Taka

2018-2019Taka

SQUARE TEXCOM LIMITEDStatement of Changes in EquityFor the Year Ended June 30 2019

For the Year Ended June 30 2018

Share CapitalParticulars

Balance as at June 30 2018

Net Profit for the Year ended June 302019

Balance as at June 30 2019

Retained Earnings Total Tk

10000000

-

268691935

20082192

28877412710000000

278691935

298774127

Share CapitalParticulars

Balance as at June 30 2017

Net Profit for the Year ended June 302018

Balance as at June 30 2018

Retained Earnings Total Tk

10000000

-

234416743

34275192

26869193510000000

244416743

34275192

278691935

20082192

STxL Annual Report 2018-2019102

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Particulars 2017-2018Taka

2018-2019Taka

SQUARE TEXCOM LIMITEDStatement of Cash FlowsFor The Year Ended June 30 2019

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 889851800 799539946Exchange Fluctuation Gain (Realization from Transection) 799096 128559 Receipts from Other Income 19103 47474 Total Receipts 890669999 799715979 Payments to Suppliers (716964238) (616770814)Paid for Operating amp Non-operating Expenses (217812647) (244384347)Interest Expenses Paid (22272712) (7260070)Income Tax Paid (3653792) (5706713)Total Payments (960703389) (874121944) Net Cash Flow From (Used in) Operating Activities (70033390) (74405965) CASH FLOWS FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant and Equipment (20225264) (40424867) Net Cash Generated (Used in) from Investing Activities (20225264) (40424867) CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) 30001068 48131629Short Term Loan from (To) Sister Company 33091720 20746350 Net Cash Generated (Used in) from Financing Activities 63092788 68877979 Increase (Decrease) in Cash amp Cash Equivalents (27165866) (45952853)Net effect of foreign currency translation 162446 198391Opening Cash amp Cash Equivalents 52289496 98043958CLOSING CASH amp CASH EQUIVALENTS Tk 25286076 52289496

Net Operating Cash Flows Per Share (70033) (74406)

Subsidiary

STxLAnnual Report 2018-2019 103

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

AUDITORS REPORTIndependent Auditors Report to the Shareholders ofSquare Yarns LimitedOpinion We have audited the accompanying Financial Statements of Square Yarns Limited which comprises the Statement of Financial Position as at 31 December 2018 Statement of Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows for the period then ended and Notes to the Financial Statements including a summary of significant accounting policies

In our opinion the Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) give a true and fair view of the state of the companyrsquos affairs as at 31 December 2018 and of the results of its operations and its Cash Flows for the period then ended and comply with the Companies Act 1994 and other applicable laws and regulations

Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report We are independent of the Company in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the Financial Statements and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Key Audit Matters We draw attention to Note 2 (p) to the Financial Statements which describes that the company is under process for amalgamation with Square Textile Limited under provision of Section 228 amp 229 of the Companies Act 1994 Our opinion is not qualified in respect of these matters

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with International Financial Reporting Standards (IFRSs) the Companies Act 1994 and other applicable laws and regulations This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of 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

In preparing the Financial Statements management is responsible for assessing the Companys ability to continue as a going concern disclosing as applicable matters related to Going Concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so

Those charged with governance are responsible for overseeing the Companys financial reporting process

Auditors Responsibilities for the Audit of the Financial Statements

Our responsibility is to express an opinion on these Financial Statements based on our audit We conducted our audit in accordance with International Standards on Auditing (ISA) Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 auditorrsquos 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 entityrsquos 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 entityrsquos internal control An audit also includes evaluating 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

Place DhakaDated February 10 2019

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of account as required by law have been kept by Square Yarns Limited so far as it appeared from our examination of those books and

The Companyrsquos Statement of Financial Position Statement of Comprehensive Income and its Statement of Cash Flows dealt with by the report are in agreement with the books of account

(i)

(ii)

(iii)

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

Further to our opinion in the above paragraph we state that

STxLAnnual Report 2018-2019 105

SQUARE YARNS LIMITEDStatement of Financial PositionAs at December 31 2018

ASSETS Non-Current Assets 620338923 676872453Property Plant amp Equipment- Carrying Value 620338923 676872453

Current Assets 1733515533 1664296652Inventories 551365521 472332420Accounts Receivable 262139994 321134934Advances Deposits amp Prepayments 45746957 41134451Short Term Loan 810552881 723252420Cash amp Cash Equivalents 63710180 106442427

TOTAL ASSETS Tk 2353854456 2341169105

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 1971931663 1908113630Share Capital 95500000 95500000Retained Earnings 1876431663 1812613630

Non-Current Liabilities

Deferred Tax Liability 53533688 57859132

Current Liabilities amp Provisions 328389105 375196343Short Term Bank Loan (Secured) 186577378 233187042Creditors amp Others Payable 29824370 43105219Liabilities for Other Finance 10243209 13038822Provision for Income Tax 101744148 85865260

TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 2353854456 2341169105 Tk

Net Asset Value Per Share 206485 199802

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxL Annual Report 2018-2019106

Particulars June 302018Taka

Dec 312018Taka

SQUARE YARNS LIMITEDStatement of Profit or Loss and Other Comprehensive IncomeFor the Period (Six Months) ended December 31 2018

SALES REVENUE 731076090 987208292

Cost of Goods Sold (642577904) (892864246)

GROSS PROFIT 88498186 94344046

Administrative Expenses (6320194) (12371998)

Selling amp Distribution Expenses (878822) (872835)

PROFIT FROM OPERATION 81299170 81099213

Finance Cost (4636342) (4561024)

Other Income 2477223 138309

PROFIT BEFORE WPPF amp WF 79140051 76676498

Allocation for WPPF amp WF (3768574) (3651262)

PROFIT BEFORE TAX 75371477 73025236

Provision for Tax (Current) (15878888) (14566204)

Provision for Tax (Deferred) 4325444 3584757

PROFIT AFTER TAX FOR THE PERIOD 63818033 62043789

(Transferred to the Statement of Changes in Equity) No of Share=955000

Earnings Per Share (EPS) 6683 6497

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

STxLAnnual Report 2018-2019 107

Particulars July-Dec 2017Taka

July-Dec 2018Taka

Unaudited

SQUARE YARNS LIMITED

Statement of Changes in EquityFor the Period (Six Months) ended December 31 2018

For the Period (Six Months) ended December 31 2017

Share CapitalParticulars

Balance as at June 30 2017

Net Profit for the Six Months Ended Dec 31 2017

Balance As at Dec 31 2017

Retained Earnings Total

-

95500000

95500000

1678330454

62043789

1740374243

1773830454

62043789

1835874243

Share CapitalParticulars

Balance as at June 30 2018

Net Profit for the Six Months Ended Dec 31 2018

Balance As at Dec 31 2018

Retained Earnings Total

-

95500000

95500000

1812613630

63818033

1876431663

1908113630

63818033

1971931663

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Unaudited

STxL Annual Report 2018-2019108

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 790071030 1048969414Exchange Fluctuation Gain 345547 138309Total Receipts 790416577 1049107723 Payments to Suppliers (535294015) (673001715)Paid for Operating amp Non-operating Expenses (156471962) (174588096)Interest Expenses Paid (3980222) (7507593) Income Tax Paid (4870119) (9983664)Total Payments (700616318) (865081068)

Net Cash Flow From (Used in) Operating Activities 89800259 184026655

CASH FLOWS FROM INVESTING ACTIVITIESSales (Purchase) of Property Plant amp Equipment (754057) -

Net Cash Generated (Used in) from Investing Activities (754057) -

CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (46609664) 32966810Short Term Loan from (To) Sister Company (85168785) (464990904)

Net Cash Generated (Used in) from Financing Activities (131778449) (432024094)

Increase (Decrease) in Cash amp Cash Equivalents (42732247) (247997439)Opening Cash amp Cash Equivalents 106442427 391794350CLOSING CASH amp CASH EQUIVALENTS 63710180 143796911

Net Operating Cash Flows Per Share 9403 19270

SQUARE YARNS LIMITEDStatement of Cash FlowsFor the Period (Six Months) ended December 31 2018

Subsidiary

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Unaudited

STxLAnnual Report 2018-2019 109

Particulars July-Dec 2017Taka

July-Dec 2018Taka

S q u a r e T e x

SQUARE TEXTILES LIMITED Square Centre 48 Mohakhali Commercial Area

Dhaka-1212

P R O X Y F O R M

IWe ___________________________________________________________________________

of _____________________________________________________________________________

being a member of Square Textiles Ltd do hereby appoint

MrMrsMiss ___________________________________________________________________

of _____________________________________________________________________________

_______________________________________________________________________________

as myour proxy to attend and vote for meus on myour behalf at the 24th Annual General Meeting of the Company to be held on Thursday the 12th December 2019 at 1100 am at Samson H Chowdhury Centre Dhaka Club Ltd Ramna Dhaka

As witness my hand this day of ________________ 2019

_______________________ __________________________

Signature of the Proxy Signature of the Member Dated Dated

FolioBOID

Note A member entitled to attend and vote at the Annual General Meeting may appoint proxy to attend and vote in hisher stead The proxy form should reach at the Registered Office of their Company not less than 48 hours before the time fixed for the meeting

Signature Verified

Authorized Signatory Square Textiles Limited

Affix Revenue

Stamp

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ি ফ ম

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RbvedaggereMg______________________________________________________________

wVKvbv _________________________________________________________________

_____________________________________________________________________

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For the Financial Year 2017-2018 Dividend Recommended 21 October 2018 Record Date for 23rd AGM 27 November 2018 23rd Annual General Meeting 20 December 2018 Dividend Issued 14 January 2019 For the Financial Year 2018-2019 Publication of 1st Qtr Financial Report 14 November 2018 Publication of 2nd Qtr Financial Report 31 January 2019 Publication of 3rd Qtr Financial Report 30 April 2019 Dividend Recommended 22 October 2019 Audited Financial Report to BSEC DSE and CSE 11 November 2019 Record Date for 24th AGM 19 November 2019 Notice of 24th AGM 27 November 2019 24th Annual General Meeting 12 December 2019 Dividend Payable By 10 January 2020

Corporate Compliance

Registered Address

Corporate HeadquartersSquare Centre

48 Mohakhali Commercial Area Dhaka BangladeshPhone +88-02-9859007 8833047-56

Fax +88-02-8834941 8828768 wwwtextilesquaregroupcom

  • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
    • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
      • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
      • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
        • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
        • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
Page 5: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and

T R A N S M I T T A L

L E T T E R

To The Members Bangladesh Securities and Exchange Commission Registrar of Joint Stock Companies amp Firms Dhaka Stock Exchange Ltd Chittagong Stock Exchange Ltd Annual Report for the year ended June 30 2019 Dear Sir(s) We are pleased to enclose a copy of Annual Report containing Directorsrsquo Report Auditorsrsquo Report alongwith the Audited Financial Statements comprising Statement of Financial Position as at June 30 2019 Statement of Profit or Loss and other Comprehensive Income Changes in Equity and Cash Flows for the year ended June 30 2019 along with notes thereon and all related Consolidated and Subsidiaries Financial Statements for your information and records Yours sincerely Sanjib Baran Roy Company Secretary Dated 27 November 2019

STxLAnnual Report 2018-2019 3

S q ua r e Te x t i l e s L t d

Vision amp Mission

Our conception of business germinated from our vision which sees it as a means to the well-being of the investors stakeholders employees and members of the society at large by creating new wealth in the form of goods and services that go to satisfy the wants of all of them without disturbing or damaging the socio-ecological-economic balance of the Mother Earth and the process of human civilization leading to peaceful co-existence of all the living beings

V I S I O N

Our mission is the polestar of our vision for maximization of production of quality products and services strictly on ethical and moral standards at minimum costs to the society ensuring optimum benefits to the consumers the shareholders and other stakeholders

M I S S I O N

To strive hard to optimize profit

through conduction of transparent business operations within the legal amp Social framework with malice to none and justice for all in respective of gender disparity caste creed or religion or region

To Increase productivity To create more jobs with minimum

investments To be competitive in the internal as

well as external markets To maximize export earning with

minimum imported in-puts To reduce the income gap between

top amp bottom categories of employees

To promote corporate social responsibilities (CSR) amongst all

O B J E C T I V E

Our vision is the polestar to our mission that fulfils our objectives with emphasis on the quality of product process and services blended with good governance that help build the image of the most venerable corporate citizenship at home and abroad

C O R P O R A T E F O C U S

STxL Annual Report 2018-20194

N O T I C E

2 4 T H A G M

Notice is hereby given that the 24th Annual General Meeting of the Members of Square Textiles Ltd will be held on Thursday the 12th December 2019 at 1100 am at the Samson H Chowdhury Centre Dhaka Club Limited Ramna Dhaka to transact the following business

Agenda-1 To receive consider and adopt the Audited Financial Statement for the year ended 30th June 2019 together with the reports of the Directorsrsquo and the Auditorsrsquo thereon

Agenda-2 To declare dividend for the year ended 30th June 2019

Agenda-3 To elect Directors in terms of the relevant provision of Articles of Association

Agenda-4 To appoint Statutory Auditors for the year 2019-2020 and to fix their remuneration

Agenda-5 To appoint Compliance Auditors for the year 2019-2020 and to fix their remuneration

Agenda-6 To approve appointment of the Independent Director

By order of the Board

Sanjib Baran Roy Company Secretary Dated 27 November 2019 Notes

i) The proxy form must be affixed with requisite revenue stamp and be deposited at the Registered Office of the Company not less than 48 hours before the time fixed for the meeting

ii) Members are requested to submit to the Companyrsquos Share Office on or before 11th December 2019 their written option to receive dividend In case of non-submission of such option with the stipulated time the dividend will be paid off as deemed appropriate by the Company

iii) The Annual Report is available in the Companyrsquos web site at wwwtextilesquaregroupcom

STxLAnnual Report 2018-2019 5

Mr Samuel S Chowdhury

Mrs Ratna Patra

Mr Tapan Chowdhury

Mr Anjan Chowdhury Mrs Anita Chowdhury

Mrs Nihad Kabir Mr S M Rezaur Rahman

THE DIRECTORS Chairman

Mr Samuel S Chowdhury

Vice Chairman Mrs Ratna Patra Managing Director Mr Tapan Chowdhury Director Mr Anjan Chowdhury Director Mr Kazi Iqbal Harun Independent Director Mr Syed Afzal Hasan Uddin Independent Director Mr S M Rezaur Rahman

BOARD OF DIRECTORS Chairman Mr Tapan Chowdhury Vice Chairman Mrs Ratna Patra Managing Director Mr Samuel S Chowdhury Director Mrs Anita Chowdhury Director Mr Anjan Chowdhury Independent Director Mrs Nihad Kabir Independent Director Mr S M Rezaur Rahman

STxLAnnual Report 2018-2019 7

S q u a r e T e x ti l e s L t d

Management Committee

Mr Samuel S Chowdhury Chairman Managing Director Mr Anjan Chowdhury Member Director Mr Md Kabir Reza Member Head of Accounts ampFinance Mr Md Alamgir Hossain Member Head of Operations

Audit Committee

Mrs Nihad Kabir Chairman Independent Director Mrs Ratna Patra Member Director Mr Anjan Chowdhury Member Director Mr Sanjib Baran Roy Secretary Company Secretary

Nomination and Remuneration Committee

Mrs Nihad Kabir Chairman Independent Director Mrs Ratna Patra Member Director Mr Anjan Chowdhury Member Director Mr Sanjib Baran Roy Secretary Company Secretary

CFO Company Secretary and HIAC

Mr M Habibur Rahman FCMA Mr Sanjib Baran Roy ACS Mr Mozibur Rahman FCA

Ms Ahmed Zaker amp Co Chartered Accountants Green City Edge 10th Floor 89 Kakrail Dhaka

Statutory Auditors

M ANA GEM ENT A PPAR AT US

Ms Chowdhury Bhattacharjee amp Co Chartered Accountants 478 Indira Road Ground Floor Dhaka

Compliance Auditors

STxL Annual Report 2018-20198

Operational Head

Mr Md Alamgir Hossain Head of Operations Mr Anjan Kumar Paul Head of HR amp Admin Mr Suresh Chandra Bala Head of Plant Mr Md Abdur Rahman Head of Engineering Mr Avijit Kumar Biswas Head of Procurement Mr Mozibur Rahman Head of Internal Audit and Compliance Mr Md Shahid Raihan Head of Quality Assurance Mr Shah Mohammad Faisal Head of Sales amp Marketing

Bankers

Standard Chartered Bank HSBC Ltd Prime Bank Ltd Bank Alfalah Ltd The City Bank Ltd Commercial Bank of Ceylon PLC

Insurers

Pioneer Insurance Co Ltd Pragati Insurance Co Ltd

CORPORAT E IN FORMATI O N

Listing

Dhaka Stock Exchange Ltd Chittagong Stock Exchange Ltd

Subsidiary Company

Square Texcom Ltd

Registered Office

Square Centre 48 Mohakhali CA Dhaka 1212 Bangladesh

Factory

1 Sardaganj Kashimpur Gazipur Bangladesh

2 Olipur Hobigonj Bangladesh

Phone Email amp Web

880-2-8833047-56 880-2-9859007

cssquaregroupcom textilesquaregroupcom

Mr Rokanuddin Mahmud Bar-at-Law Walsow Tower 21-23 Kazi Nazrul Islam Avenue Dhaka

Legal Advisor

Ms Nazia Kabir Bar-at-Law Concord Ovilash 1st floor House-62 Road-11A Dhanmondi Dhaka

Square Text i les Ltd

STxLAnnual Report 2018-2019 9

STxL Annual Report 2018-201910

C O R P O R A T E S U S T A I N A B I L I T Y

At Square Textiles Ltd ldquoCorporate Sustainabilityrdquo is embedded within the principles and values of the company Through successful ldquotriple bottom linerdquo performance focusing on social environmental and financial factors the company is able to generate increased earnings reduce material usage energy expenditures and wastes and increase social contribution The focus on Sustainability has contributed to long-term success for the company over the years

State of the art Facility

We focus on continuous efforts to introduce innovative means of production that allows for optimum utilization of materials and energy Our state of the art production facility is equipped with upgraded technologies and machineries that are energy efficient as well environmental friendly In 2018 we have introduced PCW plant (fabric crushing) We are the pioneer in introducing this technology in Bangladesh

Ready Recycling Facility

The manufacturing facility is fitted to contain dust and waste discharge to the environment On a daily basis 4 (four) out of 6 (six) tons of waste materials on average are recycled Hard wastes are crushed and reused as raw materials in production Our PCW plant processes garment wastages into fibers There are no chemical applications in our manufacturing process and hence there are no environmental damage as a result of any spillovers or emissions of harmful gas

Minimizing Occupational Hazards

We follow stringent safety measures and regularly monitor and review occupational health and safety procedures We ensure that our factory workers always follow the safety protocols necessary to ensure a hazard free working environment and uninterrupted operations In regards to such health and safety issue proper training and awareness are provided to all production employees

Creating Product Diversity

We believe in ldquoProduct Diversityrdquo as a means of economic sustainability The company has about 40 percent product diversification within our total product port-folio

This Product Diversity has led to enhancement of the companyrsquos brand image increased profit-ability and risk mitigation

Overall our emphasis on Corporate Sustain-ability has led us to create a blend of strate-gies where financial amp non-financial aspects are perfectly integrated within the good governance and mana-gement practices of the company as well as engage all stakeholders in an open platform where financial social and environmental issues are shared and communicated All these have translated to positive outcomes that is beneficial to all parties within the value chain

S q u a r e T e x

STxLAnnual Report 2018-2019 11

M ES S AG E F R O M T H E C H A I R M A N

Dear Shareholders Colleagues Ladies and Gentleman

I deem it a great pleasure to welcome you all on behalf of the Board of Directors to this 24th AGM and thank you for taking troubles to attend the Meeting I hope you all have received your copies of the Annual Report for the year ended 30 June 2019 and studied with interest for providing us your valuable commentssuggestions for our future guidance

While on the subject I would recall the mechanism which was adopted by our Late Founder Chairman after legalprofessional struggles with the then Securities and Exchange Commission for offering a part of Shareholdings of Square Pharmaceuticals Ltd in Square Textiles Ltd as free ldquoSpecie Dividendrdquo Without this outstanding mechanism Square Textiles Ltd would not have the opportunity of getting listed as a Public Limited Company As I understand no such company has succeeded to adopt this mechanism for the benefit of the Shareholders and the Capital Market

As you will examine the Annual Reports amp the Financial Statements you will note with satisfaction that the Companyrsquos operations during 2018-2019 had increased with satisfactory outcome despite various fiscal financial odds prevailing in the industrial countries involving International Trade We hope as the global situation stabilizes our operations and exports would seize the niche opportunities by expanding export destinations in new areas of the Government of Bangladesh offers appropriate incentives in due course of time We await and hope our Textile Products will lead us in the World Market in not too a distant time

With best wishes for all

Tapan Chowdhury Chairman

STxL Annual Report 2018-201912

CORPORA T E A CHI EVEM ENT S qua r e Te x t i l e s L t d

2008 Awarded Cotton made in Africa (CmiA) Certificate

2009 Awarded USTERIZED Certificate

2010 Received HSBC Export Excellence Award

2011 Authorized Capital BDT 3000 million

2015 Won ICSB National Award Gold for Corporate Governance Excellence

2007 Awarded Global Organic Textiles

Standard (GOTS) Certificate

2003 Awarded SUPIMA

license

2002 Listing with

Dhaka Stock Exchange Ltd Chittagong Stock Exchange Ltd

Awarded CottonUSA

Certificate

1994 Year of Establishment

(Incorporated as a Public Limited Company)

1997 Year of Operation

2000 Awarded Oeko-Tex

Standard 100 Certificate

Awarded ISO-90012008 Certificate

2012

Awarded AA rating in the long term and ST-2 in short term by CRISL

2017 Awarded as Best Taxpayer Textiles Sector Awarded AA rating in the long term and ST-1 in short term by CRISL

2018 Won Export Trophy Gold

Dear Respected Shareholders Ladies and Gentleman I am pleased to welcome you to the 24th AGM on behalf of the Board of Directors of the Company and present herewith the Annual Report along with Audited Statutory and Regulatory Reports pertaining to the Financial Year 2018-19 and seek your commentssuggestions for our future guidance

As you review the operating performance you will note that the Companyrsquos Turnover Gross Profit Net Profit (AT) etc shows remarkable growth over the previous year This had been possible due to operation of new project at Habiganj merger of Square Yarns Ltd as well as wiser inventory management reduction in process cost reduction of wastages disciplinary labour management etc A reduced rate of increase in Administrative expenses also have had an increasing effect on profit from operations

However due to increase in Finance Cost by about 195 times the rate of increase in Net Profit (BT) increased by a lower rate The Bank Borrowing had increased due financing of expansion program of the company which would when in full production be paid-off from increased earnings

I hope the Shareholders and Stakeholders will continue to have their trust in the Board of Directors Management in the future as was in the past and encourage us to improve our results

With best wishes

Samuel S Chowdhury Managing Director

REPORT FROM THE MANAGING DIRECTOR

STxLAnnual Report 2018-2019 13

Figures in lsquo000

CORPORATE OPERATIONAL RESULTS

Particulars 2018-19 2017-18 2016-17 2015-16 2014

Turnover (Net) 8896244 6367125 5020425 4998758 5115828

Gross Profit 951351 671530 525634 787050 868716

Net Profit (Before Tax) 435911 348045 297592 573967 644992

Net Profit (After Tax) 346462 290914 252494

486236 541191

Shareholdersrsquo Equity 7224422 5386034 5452946 5607074 5158723

Total Assets 12954548 9425480 7511325 6695189 6265137

Total Current Assets 6396837 4430793 3618295 3547893 3903436

Total Current Liabilities 5494425 3910867 1948729 965544 993110

Current Ratio 116 113 186 367 393 Shares Outstanding 197252000 187859048 178913379 162648527 147862298

Face Value per Share 1000 1000 1000 1000 1000

Dividend (Cash) 20 20 20 25 20

Dividend (Stock) - 5 5 10 10

Net Asset Value Per Share (NAV) 3663 2731 2764 2843 2615 Net Operating Cash Flow per Share -348 -148 070 331 422

EPS-Earning per Share (STxL) 176 147 128 247 274 EPS-Earning per Share (Consolidated) 218 232 209 376 408 EPS on Share Issued for Cash 1375 1155 1002 1930 2148 Quoted Price per Share - DSE 4570 5070 6770 7080 9100

Quoted Price per Share - CSE 4580 5120

6840 7170 9090

Price Earnings Ratio-DSE (Time) 2597 3271 4801 2602 2486

Price Earnings Ratio-CSE (Time) 2602 3303 4851 2636 2484

Market Capitalization-DSE (in billion) 901 952 1211 1151 1345

Market Capitalization-CSE (in billion) 903 962 1223 1166 1344 Shareholders 2018-19 2017-18 2016-17 2015-16 2014

SponsorsDirectors 7 7 8 8 9

Financial amp other Institution 238 219 229 226 225

Foreign Investors 5 7 11 13 12

General Public 17194 17708 18626 20931 26155

Total - 17444 17941 18874 21178 26401

Employees 2018-19 2017-18 2016-17 2015-16 2014

Executives 178 162 145 138 179

Non Executives 130 117 71 67 264

Workers 3657 2152 2211 1893 1649

Total - 3965 2431 2427 2098 2092

Standalone

34436098

STxL Annual Report 2018-201914

Corporate Governance is a discipline by which a company is controlled and directed Governance is the path to identify and ensure the ethics rights and responsibilities among different participants in the Company Good Corporate Governance is key to its successful sustenance Our Corporate Governance is as follows

Board of Di rectors

In line with the concept of good corporate management practice and the provisions of Articles of Association The Board of Directors The Top Management tier is responsible for overall control and supervision of the entire affairs of the Company primarily through strategic planning amp budgetary control mechanisms To this end The Board of Directors hold periodic meetings to resolve issues of policies and strategies recording the minutes decisions for implementation by the Executive Management During the year under review the board held 8 (eight) meetings to transact various agenda

The present members of the Board of Directors are as follows

Mr Tapan Chowdhury - Chairman Mrs Ratna Patra - Vice Chairman Mr Samuel S Chowdhury - Managing Director Mrs Anita Chowdhury - Director Mr Anjan Chowdhury - Director Mrs Nihad Kabir - Independent Director Mr SM Rezaur Rahman - Independent Director

The Board of Directors is reconstituted every year by the shareholders through retirement re-election election of one- third of its members

Members of the Board of Directors often travel abroad to bring into focus the Companys image and acquire technological gains

Top Management inauguratesparticipates in seminars training courses conferences and various cultural activities of the employees and workers which instill in them a sense of belongingness Separate Role of the Chairman and Managing Director

The positions of Chairman and Managing Director are held separate persons

Mr Tapan Chowdhury is the Chairman of the Company and responsible for the functions of the Board while Mr Samuel S Chowdhury is the Managing Director serves as the Chief Executive Officer of the Company

Independent Director

In compliance of the BSEC Regulations on Good Governance the Board of Directors as empowered by the Regulations appointed ① Mrs Nihad Kabir Barrister-at-Law is an Advocate of Supreme Court of Bangladesh legal advisor of several leading national multinational and foreign organizations and senior partner of the Syed Ishtiaq Ahmed amp Associates a firm of legal consultants and practitioners in Bangladesh and ② Mr S M Rezaur Rahman capital market consultant and Director of United Corporate Advisory Services Ltd a firm of financial amp investment advisory and post issue management of initial public offer of securities amp other related jobs in Bangladesh as the non-shareholding Independent Director of Square Textiles

with an expectation that their expertise would help contribute to the further disclosure and protect the interest of the stakeholders investors in general and smaller investors in particular

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 15

STxL Annual Report 2018-201916

Role amp Responsibi l i t ies of the Board of Di rectors

The main role of the Board of Directors which is the highest level of authority is to provide general superintendence oversee the operations and control the affairs of the company through appropriate delegation and accountability processes via the lines of command

However the Board of Directors hold the ultimate responsibility amp accountability with due diligence for conducting the activities of the company as per provisions of law in the interest of the shareholders the stake- holders the state and the society

The Board of Directors in fulfillment of its responsibility hold periodic meetings at least once a quarter and provide appropriate decisionsdirections to the Executive Management Such meetings usually consider operational performance financial results review of budgets capital expenditure proposals for BMRE or new projectsdivisionsproduct lines procure-ment of funds by issue of shares or borrowing procurement of raw materials plant amp machinery pricing of products discounts recruitment training and promotion of officers approval of annual financial statement appropriation of profit and recommendation of dividends and other interest of the stakeholders including the employees and workers

The Board of Directors take special care in designing and articulating productivity and compensation plans of employees and workers and rewarding them appropriately on the basis of quality and quantity of performance as an incentive

The Board also remains responsible for removal of operational hazards to life and health of workers friendly environmental work condition and social relationship as demanded of good citizen in a country Chief F inancia l Off icer Company Secretary and Head of Internal Audit and Compliance The Company has appointed Mr M Habibur Rahman FCMA as Chief Financial Officer Mr Sanjib Baran Roy ACS as Company Secretary and Mr Mozibur Rahman FCA as Head of Internal Audit and Compliance as per require-ment of Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission

Audit Committee of Board

The Board of Directors has constituted an Audit Committee of the Board consisting of three Non-Executive Directors namely Mrs Nihad Kabir Independent Director Mrs Ratna Patra Vice Chairman and Anjan Chowdhury Director The Independent Director is the Chairman of the Committee

The Audit Committee carries out its responsibilities as per the provisions of law and submits its report to the Board of Directors from time to time The Audit Committee shall also co-ordinate with the internal and external auditors as and when required The Audit Committee ensures that adequate internal checks amp balances supported by adequate MIS are in place for detection of errors frauds and other deficiencies

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 17

The other responsibilities include inter alia not being limited to the prevention of conflict of interest between the company and its Directors officials customers suppliers government and any other interest groups and detect or remove any scope of insider trading in the companys stock The Audit Committee also ensures compliance of requirements of BSEC and other agencies

Nomination and Remunerat ion Committee of Board

The Board of Directors formed a Nomination and Remuneration Committee of the Board comprising of three Non-Executive Directors namely Mrs Nihad Kabir Independent Director Mrs Ratna Patra Vice Chairman and Anjan Chowdhury Director

The Independent Director is the Chairman of the Committee

The terms of reference of the Nomination amp Remuneration Committee inter alia include to determine the Companyrsquos policy on specific remuneration packages for executive directors to review recommend andor approve remuneration to whole-time Directors to review and approve the Remuneration Policy of the Company to formulate criteria for evaluation of Independent Directors and the Board to devise a policy on Board Diversity to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board the appointment or removal of such persons and to discharge such other functions and exercise such other powers as may be delegated directed by the Board of Directors from time to time

Executive Management

The Managing Director the CEO is the head of the Executive Management Team which comprises senior executive members of the Company Within the limits of delegated authority and responsibility by the Board of Directors Executive Management operates through further delegation of authority at every echelon of the line management

The Executive Management operates within the frame work of policy amp Planning strategies set by the Top Management with periodic performance reporting for guidance The Executive Management is responsible for preparation of segment planssub-segment plans for every profit centers with budgetary targets for every items of goods amp services and are held accountable for deficiencies with appreciation for outstanding and exceptional performances These operations are continuously carried out by the Executive Management through series of Committees Sub-Committees Adhoc Committees amp Standing Committees assisting the line management

Legal Advisers

In order to avail the best legal services for Good Corporate Governance the company has empaneled top ranking legal professionals namely Mr Rokonuddin Mahmud Bar-at-Law and Ms Nazia Kabir Bar-at-Law They have had long term fundamental support to the companys Good Governance efforts

Shareholdersrsquo Relat ionship

Corporate Governance issues include how major policy decisions are made in business corporations how various stakeholders can influence the process who is held accountable for performance and what performance

CORPORATE GOVERNANCE

standards are applied In a nutshell power and influence are crucial in corporate governance As shareholders belong to the most important stakeholders ownership structure has an impact on the balance of power among shareholders Though sponsors usually hold majority shares required for ordinary resolutions public shareholders have a definite role and influence in the passing of special resolutions required for changes in the business object sale of businessproductive assets merger and amalgamation winding up or dissolution and amendments to Memorandum and Articles of Association for protection of minority interest up to 499 of the shareholdings

The position of shareholders as on 30th June 2019 indicates that the sponsors of the company do not hold the required shareholdings (75) for passing special resolutions This allows the public shareholders (individuals amp institutions) to play an effective role in protecting their legal corporate rights

The Company holds regularly as per law the Annual General Meeting (Shareholders Meeting) with adequate Notice and Disclosures in the Directors Report and the Auditors Report on AccountsNotes and Resolutions are passed with consensus and unanimity All reasonable and practicable suggestions are implemented with good grace

All enquiries are attended by the Company Secretary where necessary Internal Audit

Committee investigates matters of signifi-cant merit for consideration by the Management CommitteeManaging DirectorAudit Committee of BoardBoard of Directors as the case may be

The Shareholders as owners are provided with material information on the Companys operation quarterly and annually They are also provided routine services by the Company Secretary in any company matters which is permissible The Board is however responsible to the Shareholders as well as investors for publication of price sensitive information as per regulations of Bangladesh Securities and Exchange Commission A qualified Chartered Secretary is in charge for all these responsibilities as Company Secretary The Company has also a web site to provide permissible information noticesprice sensitive informationfinancial reportsdisclosures and others for the Shareholders and interested investors

Financia l Auditors

The role of the financial auditors in certification of the financial statement is the most significant aspect of Corporate Governance and protection of interest of the investors As evident from the Annual Reports the company rigidly follows the Companies Act Rules of Bangladesh Securities and Exchange Commission listing regulation code of International Financial Reporting Standards (IFRS) International Accounting Standards (IAS) and International Standard of Auditing (ISA) with legally required disclosures of Accounts and Financial Statements

CORPORATE GOVERNANCE

STxL Annual Report 2018-201918

All this has been possible due to the high level capability and integrity of Ms Ahmed Zaker amp Co Chartered Accountants whose unchallenging performance has played a very trustworthy role in the protection of interest of the investors

Compl iance Auditors

The compliance auditors is responsible in certification on compliance of conditions of Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission as well as the provisions of relevant Bangladesh Secretarial Standards of Institute of Chartered Secretaries of Bangladesh Ms Chowdhury Bhattacharjee amp Co Chartered Accountants is the compliance auditors of Square Textiles Ltd appointed by its shareholders in general meeting

D ividend Pol icy

The Management is committed to show a stable policy of distribution of dividend of the accretional wealth (profits) between the current and the future generation of shareholders This would enable the company to enhance its capital wealth and sustain for perpetuity of existence benefiting both the present cohorts and the progeny

Segment Report

The companys operations are carried out on an aggregate basis and are managed as a single operating segment Accordingly the company operates in one segment of developing manufacturing and marketing of cottonyarn for human as well as industrial use

Risk Perception

The Company Management perceives investment risk within the national and international economic perspectives in relation to legal and moral requirements involving inter alia intellectual property right scientific invention WTO Regulation MFA etc and monetary and fiscal investment policies and has prepared its production amp marketing strategies to meet the challenges from these risks

Secretar ia l Standard

Square try their best maintaining of the Secretarial Standard on meetings of the Board of Directors Members (shareholders) Minutes and Dividend issued by the Institute of Chartered Secretaries of Bangladesh

Compl iances

Square has an established procedures to ensure compliance with all applicable statutory and regulatory requirements Respective officers are responsible for ensuring proper compliance with applicable laws and regulations

296

407357 375 394

2014 2015-16 2016-17 2017-18 2018-19

Dividend Payout (Cash) (in million)

18 months

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 19

STATEMENT OF VALUE ADDED For the year ended 30 June 2019

2018-2019

2017-2018

Source of Fund Net Turnover Less Bought in Materials amp Services Add Other Income

8896244091

(7284834794) 14014592

6367124698

(5158927862) 7350278

Value Added 1625423889 1215547114

Applied in the following Ways

Employees Salaries Wages Gratuity and Other benefits Contribution to workers profit participation amp welfare fund

826114579

804319048 21795531

612613848

595211619 17402229

Government Corporate Tax Other Government Dues

66948261

43637491 23310770

71950230

57130653 14819577

Provider of Capital

Dividend

394504000 394504000

469647616 469647616

Retained by the Company

Depreciation Retain Earning

337857049

385899069 (48042020)

61335420

240069108 (178733688)

1625423889 1215547114

6134

46965

7195

61261

33786

39450

6695

82611

2 0 18-19 2 0 17-18

Em pl oye e s

G ove r nme nt

P r ov i de r of Ca p i t a l

Re t a i ne d b y t he C ompa ny

Sq

ua

re

Te

x

GRAPHICAL VIEW

Standalone

In terms of provisions of Section 184 of the Companies Act 1994 Rule 12 (and the schedule there under) of the Bangladesh Securities and Exchange Rules 1987 BSEC Notification on CGC dated 3rd June 2018 and IASndash1 (International Accounting Standardsndash1) codes as adopted by The Institute of Chartered Accountants of Bangladesh (ICAB) it is the pleasure of the Board of Directors to submit its Report to the Members of the Company for the year ended 30 June 2019 in the following paragraphs TEXTILES SECTOR

The Textile and Clothing Sector is the largest manufacturing industry in Bangladesh and plays a significant role in the growth of economy contributes more than 13 in GDP 40 industrial value addition comes from the textile sector generation of about 55 lac of the countryrsquos industrial employment where 80 are female 150 lakh of peoples in support industries depend on this trade and over 86 of the export earnings Spinning Sector is a significant part as backward linkage of textile and clothing value chain to stabilize supply chain and control the major costs The products of the spinning are cotton yarn polyester synthetic yarn woolen yarn and blended yarn mixed of cotton with polyester of different counts Yarns are being used by the weaving sub-sectors like specialized textiles handlooms and knitting and hosiery

Total demand of yarns in Bangladesh around 141 million ton where the local production meet up around 112 million ton In addition almost 85 of cotton yarns and 50 demand for synthetic and blended yarn of export-oriented fabric producing mills are being met by the private sector spinning mills

FINANCIAL PERFORMANCE

The Company reported growth in Revenue of 3972 during the year 2018-2019 due to operation of new project at Habiganj merger of Square Yarns Ltd At Standalone level the Revenue from operations stood at BDT 889624 million compared with BDT 636713 million in the Previous Year The Operating Profit stood at BDT 69785 million as against BDT 44419 million in the Previous Year an increase by 5711 The Net Profit increased by 1909 stood at BDT 34646 million against BDT 29091 million reported in the previous year

The Consolidated Revenue from operations for FY 2018-2019 was BDT 1056204 million as against BDT 941187 million in the Previous Year registering a growth of 1222 The Profit from Operation was 84218 million as against BDT 67226 million in the Previous Year and Net Profit for the year stood at BDT 42902 million against BDT 45706 million reported in the previous year

The Consolidated Profit from Operation increased by 2528 but the Net Profit declined by 613 during 2018-2019 due to increase in a) Worker Wages and Salary as a revision took place in the wages structure as per Labour Law and b) Finance Cost against new investment for expansion

DIRECTORSrsquo REPORT to the Members for the year ended 30 June 2019

Operating Income

69785

5711 Tk In million

44419

2018-19

2017-18

STxLAnnual Report 2018-2019 21

COMPANYrsquoS OPERATIONS

Square Textiles has over 22 years of experience and competency in yarn spinning arena The industry is one of the largest producers of knitting amp weaving yarns in Bangladesh Today it has one of the most sophisticated vertically integrated set-ups by which Square Textiles are producing around 110 ton of yarns every day Square Textiles focus on more sustainable and eco-friendly products namely Organic BCI Tencel Re-cycle (cotton and Polyester) etc We are developing more value added product ie Galaxy Flutter Lurex Mozaik Neppy Snow Siro etc that are more fashion trendy and higher valued export earner Square Textiles are recognized by our valued customers through quality products with committed services CapacityProduction

During the last few years Square Textiles are facing huge power crisis ie scarcity of gas supply and competition in the domestic and international market To cope with the situation Square Textiles have arranged alternative fuel generated power and adopted multiple product mix to attain high margin benefit as an alternative production technique Hence Square Textiles have restated the production capacity installation criterion and actual production quantity to make them (The production data) equivalent amp comparable

The production efficiency increased during the year 2018-19 to 9670 from 9626 than that of efficiency of 2017-2018

lsquo

The total installed production capacity (at average 30s Ring and 14s OE counts) as on June 30 2019 was as follows

SpindlesRotors In Nos 2018-19 2017-18

Installation

Spindle Installed 122976 81648

Rotor head Installed 3960 3960

Vortex head Installed 2784 672

Operation

Spindle Operated 122976 81648

Rotor head Operated 3960 3960

Vortex head Operated 2784 672

Product Capacity Installed in Kg

2018-19 2017-18 Equivalent to-

30s Count (Ring Yarn) 18171216 9944673

14s Count (OE Yarn) 9042222 10043927

30s Count (Vortex Yarn) 7927500 2450000

Total - 35140938 22438600

Actual Production in Kg 2018-19 2017-18

Actual Production 33622604 22925478

Equivalent to-

30s Count (Ring Yarn) 17617160 9400675

14s Count (OE Yarn) 8722390 9810863

30s Count (Vortex Yarn) 7642423 2388957

Total - 33981973 21600495

Production Efficiency in

2018-19 2017-18

Equivalent to-

30s Count (Ring Yarn) 9695 9453

14s Count (OE Yarn) 9646 9768

30s Count (Vortex Yarn) 9640 9751

Total (Average) - 9670 9626

D I R E C T O R S rsquo R E P O R T

STxL Annual Report 2018-201922

Cost of Production

The cost of production has varied during the past years primarily due to wide fluctuations in the price of raw cotton packing materials fuel amp power and spare parts which were beyond the control of the Management

The level of costs and their incidences are given below

in Kg 2018-19 2017-18

Output of Yarn 33623 22925 Cost of Major Items in Tk lsquo000

2018-19 2017-18

Raw Material Consumed

6040169 4139044

Packing Materials 85725 60165

FuelPower etc 592512 610729

Spare Parts 161055 150006

Other Overhead 1137374 771737

Total Cost - 8016835 5731681 Unit CostKg in Tk

2018-19 2017-18

Raw Material 17964 18055

Packing Materials 255 262

FuelPower etc 1762 2664

Spare Parts 479 654

Other Overhead 3383 3366

Total Unit Cost- 23843 25001 Raw Material Cost of Total Cost- 7534 7222

The above figure reveals that though the raw material cost per unit decreased by 050 packing materials cost decreased by 267 Fuel Power cost decreased by 3386 Spare Parts cost decreased by 2676 and other overheads increased by 051 which lead to total unit cost decreased by 463 in 2018-19 over 2017-18

The production was increased by 4565 in volume over last year

During the year under review the price of raw cotton in the international market was stable MARKETING OPERATIONS Market Exposure

The marketing operations of the Company continued its emphasis on export sales over the years which are depicted below

Quantity Sold (Kg) in lsquo000

2018-19 2017-18

Export Sales 33609 22755

Total - 33609 22755 Sales Revenue (Tk) in lsquo000

2018-19 2017-18

Export Sales 8896244 6367125

Total - 8896244 6367125 The market exposure saying that there was no local sales revenue for the period under review The export (overall) sales quantity increased by 4770 and Sales Revenue increased by 3972 in 2018-19 over 2017-18 Be noted that Square Yarns Ltd (subsidiary of Square Textiles) has merged with Square Textiles Ltd from January 01 2019 Unit Selling Prices Attained The Selling Prices (TakaKg) over the years varied as shown below

2018-19 2017-18

Export Sales 26470 27981

Total - 26470 27981 The Export Selling Prices in the year of 2018-19 over 2017-18 decreased by 540 due to decline the export demand and fallen the price of cotton yarn in the international market The price of yarn has also fallen due to the trained trade relationship between the US and China

D I R E C T O R S rsquo R E P O R T

STxLAnnual Report 2018-2019 23

STxL Annual Report 2018-201924

INDUSTRY OUTLOOK

In the wake of changing world demand structure Bangladesh is on the track of progressive higher demand for garments of mind to higher quality brands due to fiscal war between the large economics such as USA China EU etc The sector offers great scope of expansion and double the foreign exchange earnings provided Government becomes alert and provide necessary fiscal and monetary support incentives to Local strategic investors RISK amp CONCERN

Absence of long range planning inadequate strategic investment policies variable uncertain fiscal amp monetary policies disorderly employment crises Buyersrsquo dominance international trade barriers internal law and order situation especially in transport sector and lack of appropriate infrastructure etc offer risk of business and investment

CAPITAL EXPENDITURES

Square Textiles made an additional net capital expenditure of Tk 142358 million in order to upgrade production facilities and increase the production capacity during year 2018-2019 as follows

in lsquo000 2018-19 2017-18

LandCivil Construction - 78954

Plan amp Machinery 1277574

761860

Other Fixed Assets 146010 500913

Total - 1423584

1341727

The above investments had enabled the company to sustain the rate of production efficiency at the reasonable level over the years The entire amount has been invested out of its internal generation of fund and bank borrowing

INVESTMENT IN SUBSIDIARIES Square Textiles has invested Tk 95000000 as equity (9948) in the capital of Square Yarns Limited which has merged with Square Textiles on 01 January 2019

Square Textiles has also invested Tk 65783760 as equity (95) in the capital of Square Texcom Limited and has also deposited Tk 423550119 as share money deposit

As per provision of the Company Act 1994 Square Texcom Limited is subsidiary of Square Textiles Limited and as such Directors Report along with Auditors Report amp Audited Financial Statement have been included as part of this report

FOREIGN EXCHANGE EARNEDSAVED Square Tex has contributing substantial amount to the Foreign Exchange Reserve of the Country During the year Tk 6864 million has earnedsaved and contributed through its export marketing operation which is depicted below

in lsquo000 2018-19 2017-18 Total Export Earning 8164635 5711889

Less Import Costs

Raw Cotton 6824907 4228368 Spare Parts 219770 126773 Misc (with BMRE) 1051317 1131055

Net Export Earnings 68641 225693

D I R E C T O R S rsquo R E P O R T

Net Profit (After Tax)

Income

34646

1909 Tk In million

29091

2018-19

2017-18

Standalone

D I R E C T O R S rsquo R E P O R T

STxLAnnual Report 2018-2019 25

FINANCIAL RESULTS The Companyrsquos operating financial results as compared to the previous year are summarized hereunder

in lsquo000 Particulars 2018-19 2017-18 in Turnover 8896244 6367125 3972 Cost of Goods Sold 7944893 5695595 3949 Gross Profit 951351 671530 4167 Administrative Expenses 241150 221509 887 Selling amp Dist Expenses

12352 5834 11172 Operating Income 697849 444187 5711 Finance Cost 254158 86090 19522 Other Income 14015 7350 9067 Net profit before WPPF 457706 365447 2525 Contribution WPPF 21796 17402 2525 Net profit (Before Tax) 435911 348045 2525 Provision for Income Tax 35861 38201 613 Provision for Deferred Tax 53588 18930 18309 Net Profit (After Tax) 346462 290914 1909 Gross Profit Margin 1069 1055 133 Net Profit Margin (AT) 389 457 1488 EPS (Earning Per Share) 176 147 1973

The Turnover Gross Profit and Net Profit (After Tax) increased by 3972 4167 and 1909 respectively during the year of 2018-19 in comparison to previous year due to operation of new project at Habiganj merger of Square Yarns Ltd incline of USDTaka conversion rate and impact of product mix resulting in increase in Earning Per Share (EPS) by the same level

Gross Profit Margin increased by 133 and Net Profit Margin decreased by 1488 due to increase in operating amp finance cost in the year under review

The Cost of Goods Sold has increased during the year of reporting due to increase in cost of raw materials fuelpower and factory overheads which were beyond the control of the Management

The Cost of Goods Sold per unit has declined by 556 in the current Year over previous year due to changes in cost of raw materials consumed packing cost Power Cost and Spare Cost in the reporting Year than previous year

The Company however earned an extra 9067 non-operating income (stated in Note No 25 of standalone accounts) during the year 2018-2019 against last year due to increase of conversion rate of foreign currency (USD) as fluctuation gain CONTRIBUTION TO NATIONAL EXCHEQUER Square Tex contributed an amount of Tk 6694 million during the year of 2018-2019 to the National Exchequer

EXTRA-ORDINARY ACTIVITIES

The Company did not undertake or continue any extra-ordinary activities and did not suffer or gain any loss or gain from such activities

RELATED PARTY TRANSACTION

The Company had undertaken several related party transaction detail of which are given in Note No 39 of the standalone Accounts

MINORITY INTERESTS

In compliance with Condition No 1(5) (xvi) of the Corporate Governance Code 2018 of BSEC the Board hereby confirms that the interests of the minority shareholders have been duly protected in the Company

APPROPRIATION OF PROFIT

The Board of Directors recommended the appropriation of the net profit earned for the year ended June 30 2019 in the following manner

in Taka a) Fund available for

appropriation including profit for the year 2018-19

5251902027

b) Recommended for Cash Dividend 20 394504000

c) Net General Reserve amp Surplus 4857398027

ELECTION OF DIRECTORS Mrs Anita Chowdhury and Mr Tapan Chowdhury Directors of the Company retires as per article 125 amp 126 of Articles of Associa-tion and being eligible offer themselves for re-election Brief resume and other information of the above mentioned Directors are depicted in Annexure-lll

The Board of Directors has appointed Mr S M Rezaur Rahman as an Independent Director for the in its meeting dated 1st August 2019 Brief resume and other information of the above mentioned director is depicted in Annexure-lll

APPOINTMENT OF STATUTORY AUDITORS The existing Statutory Auditors of the Company Ms Ahmed Zaker amp Co Chartered Accountant retires at this 24th Annual General Meeting on completion of consecutive 3 (three) years

They are not eligible for reappointment as per Order of Bangladesh Securities and Exchange Commission

Ms KM Hasan amp Co Chartered Accountant expresses their interest to be appointed as Auditors of the Company for the year 2019-2020 The Board of Directors has recomme-nded their appointment

APPOINTMENT OF COMPLIANCE AUDITORS Ms Chowdhury Bhattacharjee amp Co Chartered Accountant retires at this Annual General Meeting and being eligible offered themselves for re-appointed as Compliance Auditor of the Company for the year 2019-2020

Dividend Payout (Cash)

39450

500 Tk In million

37572

2018-19

2017-18

D I R E C T O R S rsquo R E P O R T

STxL Annual Report 2018-201926

APPOINTMENT OF INDEPENDENTDIRECTOR

D I R E C T O R S rsquo R E P O R T COSOLIDATION OF ACCOUNTS

In terms of BSEC Regulations the company has consolidated the Accounts following the codes of International Accounting Standard - 28 amp IFRS-10 reflecting shareholders gross benefitsvalue of investments

A six months (July-Dec 2018) financial performance of Square Yarns Ltd which has been merged with Square Textiles Ltd considered in consolidation of Financial Statement of Square Textiles Ltd

Said Financial Statements are presented herewith in page

CORPORATE GOVERNANCE COMPLIANCE REPORT In accordance with the requirement of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission a statement in pursuance to Clause 1(5) Resume of the Directors who shall be reappointed Audit Committee Report as per clause 5(7) Certificate from the CEO and CFO to the Board UNDER CONDITION No 3(3) Certificate on Compliance of Conditions of Corporate Governance Code by the Compliance Auditors and Status of Compliance are depicted in the Annexure - I II III IV V and VI respectively

MANAGEMENT APPRECIATION The Board of Directors record with deep appreciation the performance of the management the officers staff and workers whose relentless effort helped to increase the productivity as well as the net profit despite the natural and unnatural adverse factors of production and marketing throughout the country and the world It is expected the employees and the management will continue to improve the results for the interest of shareholders whose unswerving trust in management has always been an inspiration to the Board of Directors The Directors humbly express its gratitude and acknowledge with keen interest the cooperation and unflinching support it has received from various agencies including Bangladesh Securities and Exchange Commission Stock Exchanges National Board of Revenue and other agencies of the public and the private sector We look forward to brighter future for all of us Tapan Chowdhury Chairman In the event of conflict between English text and Bangla

text of this report English text shall be prevailed

Foreigner 333

General Public 1362

Institutions 2122

SponsorDirectors 6183

THE

OW

NER

S

STxLAnnual Report 2018-2019 27

no 105

Pursuant to Condition No 1 (5) (xxv) of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission the Managementrsquos Discussion amp Analysis for the year ended 30 June 2019 are presented hereunder

Accounting Policies and Estimation for Preparation of Financial Statements

Square Textiles Ltd follows International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) along with prevailing local rules and regulations applicable for preparation of financial statements Detail description of accounting policies and estimation used for preparation of the financial statements of the Company are disclosed in the Notes No 2 and 3 to the standalone financial statements

Changes in Accounting Policies and Estimation

Square Tex has been following consistent policies and estimation and there is no such changes in accounting policies or estimation which has material impact on financial statements

Comparative Analysis of Financial and Operational Performance

The Directorsrsquo Report provides the analysis of financial performance and position during the year under review and also a detail comparison of financial performance and position as well as cash flows are presented as part of the financial statements including notes

However major areas of financial performance financial position as well as cash flows with immediate preceding five years including effects of inflation are depicted here in below

Figures Tk in lsquo000Particulars 2018-19 2017-18 2016-17 2015-16 2014 2013 Financial Performance Revenue 8896244 6367125 5020425 4998758 5115828 5238437 Gross Profit 951351 671530 525634 787050 868716 948720 Net Profit (Before Tax) 435911 348045 297592 573967 644992 696779 Net Profit (After Tax) 346462 290914 252494 486236 541192 587782 Financial Performance (Inflation Adjusted) Base Year Revenue 6730201 5064936 4224494 4435082 4807657 5238437 Gross Profit 719718 534190 442301 698300 816386 948720 Net Profit (Before Tax) 329776 276864 250412 509245 606139 696779 Net Profit (After Tax) 262106 231417 212464 431407

508591 587782 Financial Position Shares Outstanding 197252000 187859048 178913379 162648527 147862298 134420271 Shareholdersrsquo Equity 7224422 5386034 5452946 5607074 5158723 4886371 Total Assets 12954548 9425480 7511325 6695189 6265137 6358457 Total Liability 5730126 4039447 2058379 1088115 1106416 1472086 Current Assets 6396837 4430793 3618295 3547893 3903436 4163698 Current Liabilities 5494425 3910867 1948729 965544 993110 1363962 Financial Position (Inflation Adjusted) Base Year Shares Outstanding 149225404 149438583 150548699 144307771 138786108 134420271 Shareholdersrsquo Equity 5465431 4284496 4588443 4974803 4847968 4886371 Total Assets 9800396 7497804 6320490 5940219 5887733 6358457 Total Liability 4334964 3213309 1732046 965416 1039767 1472086 Current Assets 4839346 3524618 3044655 3147822 3668298 4163698 Current Liabilities 4156651 3111026 1639780 856666 933286 1363962

STxL Annual Report 2018-201928

MANAGEMENTrsquoS DISCUSSION amp ANALYSIS

Particulars 2018-19 2017-18 2016-17 2015-16 2014 2013 Cash Flow Net Cash Generated from Operating Operating Activities

(686379) (291474) 138081 652153 831462 690506 Net Cash Used in Investing Activities (1432871) (1341726) (913875) (884274) (332348) (528781) Net Cash Used in Financing Activities 1771675 1696880 498970 362874 (406231) (219733) Cash Flow (Inflation Adjusted) Base Year Net Cash Generated from Operating Activities

(519261) (231375) 116190 578614 781376 690506 Net Cash Used in Investing Activities (1083998) (1067320) (768991) (784592) (312328) (528781) Net Cash Used in Financing Activities 1340310 1349838 419864 321968 (381760) (219733) Financial Ratio Current Ratio 116 113 186 367 393 305 Debt to Equity 126 133 265 515 466 332 Gross Profit Margin (In ) 1069 1055 1047 1574 1698 1811 Net Profit Margin (In ) 389 457 503 973

1058 1122

Return on Equity (In ) 480 540 463 867 1049 1203 Return on Assets (In ) 267 309 336 726 864 924

Ordinary Shares Information Shares Outstanding 197252000 187859048 178913379 162648527 147862298 134420271 Face Value per Share 1000 1000 1000 1000 1000 1000 Dividend-Cash (In ) 20 20 20 25 20 20 Dividend-Stock (In ) 0 5 5 10 10 10 Dividend Payout (Cash+Stock) in lsquo000 394504 469648

447283 569270

443587

403261

Net Assets Value per Share 3663 2731 2764

2843 2615

2477 Net Operating Cash Flow per Share -348 -148 070 331 422 350

EPS-Earnings per Share (Standalone) 176 147 128 247 274 298 EPS-Earnings per Share (Consolidated) 218 232 209 376 408 424 EPS on Share Issued for Cash 1375 1155 1002 1930 2148 2333 Inflation Rate (In ) 552 578 544 592 641 Base Year

Inflation Rate Source Bangladesh Bureau of Statistics Comparison of Financial Performances with peer industry scenario A comparison of financial performances financial position as well as cash flows of 5 (five) spinning companies which are listed and in order of market capitalization as on 30 June 2018 are presented below

Figures Tk in lsquo000

Particulars Square Tex Saiham Tex Matin Spinning Aman Cotton Rahim Tex Financial Performance Revenue 6367125 2178120 4050914 1609936 995951 Gross Profit 671530 261738 608972 399139 157205 Net Profit (Before Tax) 348045 136110 355748 302961 61945 Net Profit (After Tax) 290914 109176 302605 257278 50781 Financial Position Shares Outstanding 187859048 90562500 97490000 80000000 78179200 Shareholdersrsquo Equity 5386034 2443445 4253199 3386614 319828 Total Assets 9425480 4964752 6722247 4628617 1591881 Total Liabilities 4039447 2521307 2469048 1242003 1272053 Current Assets 4430793 3032529 2488439 2854217 1006324 Current Liabilities 3910867 2268171 1906173 1100038 978488 Cash Flow Net Cash Generated from Operating Activities

(290861) 13306 549442 143942 88788 Net Cash Used in Investing Activities (1341726) 172528 (82089) 55092 (160576) Net Cash Used in Financing Activities 1696880 (186599) (717380) (120475) 144891 Market Capitalization (in 000) 9014416 4256438 3704620 3559417 3448485

Managementrsquos Discussion amp Analysis

STxLAnnual Report 2018-2019 29

Financial and Economic Scenario of Bangladesh and the Globe (in brief)

Bangladesh is the 41st largest in the world in nominal terms and 30th largest by purchasing power parity (PPP) it is classified among the Next Eleven emerging market middle income economies and frontier market GDP growth is accelerating gradually Along with the current FY2018-19 the GDP growth rate of the economy of Bangladesh surpassed the 7 percent mark for consecutive four times since FY2015-16 According to Estimated Bangladesh Bureau of Statistics (BBS) the GDP growth stood at 813 percent in FY2018-19 which was 786 percent in previous fiscal year High growth of manufacturing sector under broad industry sector has contributed significantly to achieve high GDP growth in this fiscal year

Per capita GNI (Gross National Income) and GDP (Gross National Product) stood at US$1909 and US$1827 respectively in FY2018-19 compared to US$1751 and US$1675 respectively in FY2017-18 On the basis of PPP (Purchasing Power Parity) calculated by UNDP the per capita GNI stood at US$3524 The real GDP growth for World economy stands at 33 (Source IMF)

Bangladesh registered the fastest growth rate in the Asia-Pacific economies comprised of 45 countries according to Asian Development Bank Bangladesh will continue to be the fastest growing economy in the Asia-Pacific the bank said in its Asian Development Outlook (ADO)

Public and private investment were important contributors to the high GDP growth rate in 2019 Real investments increased by 1388 Public investment to GDP ratio increased while private investment to GDP ratio decreased However Foreign Direct Investment (FDI) declined to USD 158 billion in FY 2018 from 165 billion in FY 2017 Bangladesh leaped up 7 places in the Global Competitiveness Index from 2017 but it ranked the lowest amongst its East and South Asian neighbors in Ease of Doing Business Ranking 2018 The countryrsquos Logistics

Performance Index has dropped over the last two years signaling a significant concern for local and foreign investors

One of the most densely populated economies in the world Bangladesh has continued making impressive strides in achieving social development goals for its 16555 million citizens The resilience of the countryrsquos economy is commendable However sound economic policy must be implemented to mitigate underperformance of the financial sector diversify exports and create better employment opportunities by increasing private investment It also require to mitigate the infrastructure bottlenecks insufficient power and gas supplies bureaucratic corruption political instability natural calamities and a lack of skilled workers

Risks and Concerns issues related to the financial statements

Square Tex has exposure to the Counterpart Risk Financial Risk Credit Risk Liquidity Risk and Market Risk arising from the financial statements The detail explanation of risk and concerns are explained in the Note 38 to the consolidated financial statements Square Tex having sufficient and effective measures controls to mitigate the risk and concerns

Future Plan or Projection or Forecast

The Management of Square Tex is very sincere in adoption of necessary feasible plans and strategy in respect of sustainability in its performances amp financial position and to continue the operations for foreseeable future

Managementrsquos Discussion amp Analysis

STxL Annual Report 2018-201930

The number of Board Meeting and the Attendance of Directors during the year 2018-2019 were as follows

Name of the Directors Position Meeting Held Attended Mr Tapan Chowdhury Chairman 8 8 Mrs Ratna Patra Vice Chairman 8 8 Mr Samuel S Chowdhury Managing Director 8 8 Mrs Anita Chowdhury Director 8 5 Mr Anjan Chowdhury Director 8 8 Mr Syed Afzal Hasan Uddin Independent Director 8 7 Mrs Nihad Kabir Independent Director 8 8

Mr S M Rezaur Rahman Independent Director 8 0 Tenure Expired on 8th May 2019 Appointed on 1st August 2019

The pattern of shareholding as on 30 June 2019 are as follows

Name of the Shareholders Status Shares held i ParentSubsidiaryAssociated

Companies and other related parties

- - -

ii Directors Chief Executive Officer Chief Financial Officer Company Secretary Head of Internal Audit and their Spouses and Minor Childrens

Mr Tapan Chowdhury Chairman 6588167 334 Mrs Ratna Patra Vice Chairman 4474493 227 Mr Samuel S Chowdhury Managing Director 6181939 313 Mrs Anita Chowdhury Director 5843083 296 Mr Anjan Chowdhury Director 5401909 274 Mrs Nihad Kabir Independent Director - - Mr S M Rezaur Rahman Independent Director - - Mr M Habibur Rahman Chief Financial Officer - - Mr Sanjib Baran Roy Company Secretary - - Mr Mozibur Rahman Head of Internal Audit amp Compl - -

iv Executives Mr Md Alamgir Hossain Head of Operations - - Mr Suresh Chadra Bala Head of Plant 525 00003 Mr Md Abdur Rahman Head of Engineering 3215 00016 Mr Avijit Kumar Biswas Head of Procurement - - Mr Md Shahid Raihan Head of Quality Assurance - -

v Shareholders Holding 10 or more voting interest in the company Square Pharmaceuticals Ltd Sponsor Shareholder 91436679 4636

The Financial Statement of the Company

present true and fair view of the Companyrsquos state of affairs result of its operation cash flows and changes in equity

Proper books of accounts as required by the prevailing law have been maintained

Appropriate accounting policies have been followed in formulating the financial statements and accounting estimates were reasonable and prudent

The financial statement was prepared in accordance with IAS or IFRS

The internal control system is sound in design and is effectively implemented and monitored

There is no significant doubt about the companyrsquos ability to continue as a going concern

There is no significant deviation from the operating result of the last year

Key operating and financial data of last five years have been presented in summarized form in page no 14

Remuneration of Directors including Independent Director have been shown in Note no 22 in the Notes of Account

Annexure I to the Directorsrsquo Report

THE DIRECTORS ALSO REPORT THAT

STxLAnnual Report 2018-2019 31

A UDIT COM MIT T EE R EPO RT For the year 2018-2019

Square Textiles Limited having an Audit Committee as a subcommittee of the Board of Directors in order to assist the Board of Directors in ensuring and fulfilling its oversight responsibilities The Audit Committee consists of the following persons

Mrs Nihad Kabir Independent Director - Chairman Mrs Ratna Patra Vice Chairman - Member Mr Anjan Chowdhury Director - Member Mr Sanjib Baran Roy Company Secretary - Secretary

The scope of Audit Committee was defined as under

(a) Review and recommend to the Board to approve the quarterly and annual financial statements prepared for statutory purpose

(b) Monitor and oversee choice of accounting policies and principles internal control risk management process auditing matter hiring and performance of external auditors

(c) Review statement of significant related party transactions submitted by the management

(d) Carry on a supervision role to safeguard the systems of governance and independence of statutory auditors and

(e) Review and consider the report of internal auditors and statutory auditors observations on internal control

Activities carried out during the year

The Committee reviewed the integrity of the quarterly and annual financial statement and recommended to the Board for consideration The Committee had overseen reviewed and approved the procedure and task of the internal audit financial report preparation and the external audit reports The Committee found adequate arrangement to present a true and fair view of the activities and the financial status of the company and didnrsquot find any material deviation discrepancies or any adverse findingobservation in the areas of reporting

Mrs Nihad Kabir Chairman Audit Committee Date 13th October 2019

Annexure II to the Directorsrsquo Report

STxLAnnual Report 2018-2019 33

D I R E C T O R S P R O F I L E

W ho ar e se ek i ng a ppointm ent

Re-appointment of Director

Mrs Anita Chowdhury is a Director of Square Textiles Ltd spouse of late Samson H Chowdhury Founder Chairman of the Company Mrs Chowdhury is associated with the business from its inception in 1994 She is also a shareholder of Square Pharmaceuticals Ltd (Listed Company) Mrs Anita Chowdhury is also Director in 3 other private limited company namely Astras Limited Square Holdings Limited and Square Air Limited under the Square Group Mr Tapan Chowdhury is a Director of Square Textiles Ltd from its inception in 1994 and appointed as Chairman in 2018 second son of late Samson H Chowdhury founder Chairman of the Company Science graduate from the University of Dhaka and has completed different advanced courses on Business Management in Europe Having a prosperous experience of more than 37 years in Pharmaceuticals Hospitals Textiles RMG IT Healthcare Toiletries Food amp Consumer Products Organic Tea Plantation Capital Market Operation amp Satellite TV Broadcasting

Mr Chowdhury also Sponsor Director in 30 other private limited company namely Square Hospitals Ltd Square Toiletries Ltd Square Fashions Ltd Square Denims Ltd Square Food amp Beverages Ltd Square Securities Management Ltd Square Air Ltd Astras Ltd Sabazpur Tea Company Ltd Maasranga Communications Ltd (Maasranga Television) under the Square Group

At present he is the Chairman of Bangladesh Herbal Products amp Manufactures Association and Koinonia President of United Baptist Church Trust Association Vice President of Baptist World Alliance and Asia Pacific Baptist Federation EC Member of International Chamber of Commerce and Kurmitola Golf Club

He was an Advisor (Minister) to the Caretaker Government of Bangladesh in 2007 Mr Chowdhury was also a Former President of The Metropolitan Chamber of Commerce and Industry (MCCI) Young Menrsquos Christian Association (YMCA) and Bangladesh Baptist Church Fellowship (BBCF)

Mr Tapan Chowdhury has been awarded several times as a highest individual taxpayer in the Country CIP (Commercially Important Person)

Appointment of Independent Director

Mr S M Rezaur Rahman Economics Graduate Dhaka University is a capital market consultant and Director of United Corporate Advisory Services Ltd a firm of financial amp investment advisory and post issue management of initial public offer of securities amp other related jobs in Bangladesh Mr Reza has a rich experience of more than 35 years in capital market issue and post issue management of initial public offering of securities and in the corporate arena Mr Reza was a partner in AAA Consultant amp Financial Advisors from 1994 to 2004 served as Managing Director of SofSys Computing amp Data Processing Ltd from 1994 to 2011

He was inducted as Nominated Director in the Board of Aramit Cement Limited and Aramit Limited for three years Mr Reza was also the Independent Director of CVO Petrochemical Refinery Ltd Aramit Cement Limited amp Aramit Limited and Chairman of the Audit Committee of Aramit Cement Limited and Aramit Limited

Annexure III to the Directorsrsquo Report

DECLARATION BY CEO AND CFO Under Condition 1(5)(xxvi) of CGC

The Board of Directors Date 13 October 2019 Square Textiles Ltd Square Centre 48 Mohakhali CA Dhaka Subject Declaration on Financial Statements for the year ended on 30th June 2019 Dear Sirs Pursuant to the condition No 1(5)(xxvi) imposed vide the Commissionrsquos Notification No BSEC CMRRCD2006 -158207Admin80 Dated 3 June 2018 under section 2CC of the Securities and Exchange Ordinance 1969 we do hereby declare that 1 The Financial Statements of Square Textiles Ltd for the year ended on 30th June 2019 have been

prepared in compliance with International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS) as applicable in the Bangladesh and any departure there from has been adequately disclosed

2 The estimates and judgments related to the financial statements were made on a prudent and reasonable basis in order for the financial statements to reveal a true and fair view

3 The form and substance of transactions and the Companyrsquos state of affairs have been reasonably and fairly presented in its financial statements

4 To ensure above the Company has taken proper and adequate care in installing a system of internal control and maintenance of accounting records

5 Our internal auditors have conducted periodic audits to provide reasonable assurance that the established policies and procedures of the Company were consistently followed and

6 The managementrsquos use of the going concern basis of accounting in preparing the financial statements is appropriate and there exists no material uncertainty related to events or conditions that may cast significant doubt on the Companyrsquos ability to continue as a going concern

In this regard we also certify that -

(i) We have reviewed the financial statements for the year ended on 30th June 2019 and that to the best of our knowledge and belief

(a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading

(b) these statements collectively present true and fair view of the Companyrsquos affairs and are in compliance with existing accounting standards and applicable laws

(ii) There are to the best of knowledge and belief no transactions entered into by the Company during the year which are fraudulent illegal or in violation of the code of conduct for the companyrsquos Board of Directors or its members

Sincerely yours Samuel S Chowdhury M Habibur Rahman Managing Director Chief Financial Officer

Annexure IV to the Directorsrsquo Report

STxL Annual Report 2018-201934

CERTIFICATE OF COMPLIANCE Under Condition 1(5)(xxvii) of CGC

L imited on compliance on the Corporate Governance Code

We have examined the compliance status to the Corporate Governance Code by Square Textiles Limited for the year ended on 30th June 2019 This Code relates to the Notification No BSEC CMRRCD2006 -158207Admin80 Dated 3 June 2018 of the Bangladesh Securities and Exchange Commission Such compliance with the Corporate Governance Code is the responsibility of the Company Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of the Corporate Governance Code This is a scrutiny and verification and an independent audit on compliance of the conditions of the Corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Corporate Governance Code We state that we have obtained all the information and explanations which we have required and after due scrutiny and verification thereof we report that in our opinion

(a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the above mentioned Corporate Governance Code issued by the Commission or not complied (if not complied specify non-compliances)

(b) The company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code

(c) Proper books and records have been kept by the company as required under the Companies Act 1994 the securities laws and other relevant laws and

(d) The governance of the company is satisfactory

Place Dhaka BK Bhattacharjee FCA Dated 14 October 2019 Chartered Accountants

Partner Chowdhury Bhattacharjee amp Co

Annexure V to the Directorsrsquo Report

STxLAnnual Report 2018-2019 35

Report to the Shareholders of Square Texti les

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

100 Board of Directors 1(1) Board Size (minimum - 5 and maximum - 20) radic 1(2) Independent Director 12(a) 15th of total as Independent Director (ID) radic 12 (b) (i) Does not hold any share of less than 1 shares in the Company radic 12(b) (ii) Not a Sponsor of the Company radic 12 (b)(iii) Who has not been an executive of the company radic 12 (b)(iv) Does not have other relationship radic 12 (b)(v) Not a Member or TREC Director or Officer of any Stock Exchange radic 12 (b)(vi) Not a ShareholderDirectorOfficer of any MemberTREC holder of Stock Exch radic

12 (b)(vii) Not a partner or an Executive or was not a partner or an Executive during the preceding 3 (Three) years of the concerned Companyrsquos statutory audit firm radic

12 (b)(viii) Not an Independent Director in more than five listed Companies radic

12 (b)(ix) Not Convicted by a court of competent jurisdiction as a defaulter in payment of any loanadvance to a Bank or a Non-Bank Financial Institution radic

12 (b)(x) Not convicted for a Criminal Offence radic 12 ( c ) Appointed by the Board and approved by the shareholders in AGM radic 12 (d) Post cannot remain vacant more than 90 days radic 12 (e) Tenure of the Independent Director radic 13 Qualification of Independent Director 13(a) Independent Director shall be a knowledgeable individual radic 13(b)(i) Business Leader who is or was a promoter or director of an unlisted company radic 1(3)(b)(ii) Should be a Corporate LeaderBusiness Leader radic

1(3)(b)(iii) Former official of government radic

1(3)(b)(iv) University Teacher who has educational background in Economics or Commerce or Business Studies or Law radic

1(3)(b)(v) Professional Chartered Accountant Secretary or equivalent qualification radic 1 (3) ( c) The independent director shall have at least 10(ten) years of experiences radic 1 (3) (d) Relaxation in special cases NA 1(4) Duality of Chairperson of the Board of Directors and Managing Director or Chief Executive Officer 1(4)(a) The posts of Chairperson of the board and CEO are different individuals radic

1(4)(b) MD andor CEO of a listed Company shall not hold the same position in another listed Company

radic

1(4)(c) The Chairperson shall be elected form among the non-executive directors radic

1(4)(d) The Board shall clearly define respective roles and responsibilities of the Chairperson and the Managing Director andor CEO

radic

1(4)(e) In absence of Chairperson of the Board etc radic

1(5) The Directorsrsquo Report to Shareholders 1(5)(i) Industry outlook and possible future developments in the industry radic 1(5)(ii) Segment-wise or product-wise performance radic 1(5)(iii) Risks and concerns including internal and external risk factor radic 1(5)(iv) Discussion on Cost of Goods sold Gross profit Margin and Net Profit Margin radic 1(5)(v) Discussion on continuity of any extraordinary activities and implications radic 1(5)(vi) Detailed discussion and statement on related party transactions radic 1(5)(vii) Utilization of proceeds from publicrights issues andor through any others NA

1(5)(viii) Explanation if the financial results deteriorate after the company goes for IPO RPO Rights Offer Direct Listing etc NA

1(5)(ix) Explanation by the Management if significant variance occurs between Quarterly Financial Performance and Annual Financial Statements NA

1(5)(x) Remuneration to Directors including Independent Director radic

1(5)(xi) Statement that financial statements prepared by the management of the issuer present fairly its state of affairs the result of its operations cash flows and changes in equity

radic

1(5)(xii) Proper books of account of the issuer company have been maintained radic

1(5)(xiii) Appropriate accounting policies have been consistently applied in preparation to the financial statements and that the accounting estimates are based on reasonable and prudent judgment

radic

1(5)(xiv) International Accounting Statement (IAS) Bangladesh Accounting Standard (BAS) International Financial Reporting standard (BFRS) as applicable in Bangladesh have been followed in preparation of the financial statements and any departure there-from has been adequately disclosed

radic

1(5)(xv) The system of internal control is sound in design and has been effectively implemented and monitored radic

1(5)(xvi) A statement that minority shareholders have been protected from abusive actions by or in in the interest of controlling shareholders acting either directly or indirectly and have effective means of redress

radic

STATUS OF COMPLIANCE Under Condition 1(5)(xxvii) of CGC

Annexure VI to the Directorsrsquo Report

STxL Annual Report 2018-201936

Annexure VI to the Directorsrsquo Report

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

1(5)(xviii) Significant deviations from the last yearrsquos operation results of the issuer company shall be highlighted and the reasons there of should be explained radic

1(5)(xix) Key operating and financial data of at least preceding 5 (Five) years shall be summarized radic

1(5)(xx) If the issuer company has not declared dividend (cash or stock) for the year the reasons there of shall be given NA

1(5)(xxi) Boardrsquos statement to the effect that no bonus shares or stock dividend paid as interim dividend NA

1(5)(xxii) The number of Board meetings held during the year and attendance by each Director shall be disclosed radic

1(5)(xxiii) A report on the pattern of shareholding disclosing the aggregate (name wise details) radic

1(5)(xxiii)(a) ParentSubsidiaryAssociated Companies and other related parties (name wise details) radic

1(5)(xxiii)(b) Directors CEO Company Secretary CFO HIAC and their spouses and minor children (name wise details) radic

1(5)(xxiii)(c) Executives radic

1(5)(xxiii)(d) Shareholders holding ten percent (10) or more voting interest in the company (name wise details) radic

1(5)(xxiv)(a) A brief resume of the director in case of appointment or reappointment radic 1(5)(xxiv)(b) Nature of hisher expertise in specific functional areas

radic

1(5)(xxiv)(c ) Names of the companies in which the person also holds the directorship and the memberships of committees of the Board

radic 1(5)(xxv) Management discussion and analysis signed by CEOMD presenting detail analysis of the companyrsquos position and

operations 1(5)(xxv)(a) Accounting policies and estimation for preparation of financial statements radic

1(5)(xxv()b) Changes in accounting policies and estimation as well as cash flows on absolute figure for such changes radic

1(5)(xxv(c ) Comparative analysis and financial position as well as cash flew for current financial year with immediate preceding five years explaining reasons radic

1(5)(xxv)(d) Compare such financial performance or results and financial position as well as cash flows with the peer industry scenario radic

1(5)(xxv)(e) Briefly explain the financial and economic scenario of the country and globe radic 1(5)(xxv)(f) Risks and concerns issues related to the financial statements radic

1(5)(xxv)(g) Future plan or projection or forecast for companyrsquos operation shall be explained to the shareholders in the next AGM radic

1(5)(xxvi) Declaration or certification by the CEO and the CFO to the Board as required under condition No 3(30) shall be disclosed as per Annexure-A radic

1(5)(xxvii) The report as well as certificate regarding compliance of conditions of this Code as required under condition No 9 shall be disclosed radic

1(6) Meeting of the Board of Directors 1(6) Compliance under Bangladesh Secretarial Standards (BSS) radic 1(7) Code of Conduct for the Chairperson other Board members and Chief Executive Officer

1(7)(a) The Board shall lay down a code of conduct based on the recommendation of the Nomination and Remuneration Committee(NRC) radic

1(7)(b) The code of conduct as determined by the NRC shall be posted on the website of the company including among others prudent conduct and behaviorhellip radic

2 Governance of Board of Directors of Subsidiary Company

2(a) Provisions relating to the composition of the Board of the holding company shall be made applicable to the composition of the Board of the subsidiary company

radic

2(b) Independent Director of holding company also in the subsidiary company radic

2(c) Minutes of subsidiary to be placed in the meeting of holding company radic

2(d) The minutes of the respective Board meeting of the holding company shall state that they have reviewed the affairs of the subsidiary company

radic

2(e) The Audit Committee of the holding company shall also review the financial statements in particular the investments made by the subsidiary company radic

3 Managing Director (MD) or Chief Executive Officer Chief Financial Officer (CFO) Head of Internal Audit and Compliance (HIAC) and Company Secretary (CS) 31 Appointment

3(1)(a) Board shall appoint a MD or CEO Company Secretary CFO and HIAC radic

3(1)(b) The positions of the MDCEOCSCFO amp HIAC shall be filled by different individuals radic

3(1)(c) The MD or CEO CS CFO and HIAC of a listed company shall not hold any executive position in any other company at the same time radic

3(1)(d) The Board shall clearly define respective roles responsibilities and duties of the CFO the HIAC and the CS radic

3(1)(e) MD or CEO CS CFO and HIAC shall not be removed from their position without approval of the Board and be disseminated to the commission and exchange radic

32 Requirement to attend Board of Directorsrsquo Meetings 3 (2) MD or CEOCSCFO and HIAC shall attend the meetings of the Board radic 33 Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial Officer (CFO)

3(3)(a)(i) The statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading radic

3(3)(a)(ii) The statements together present a true and fair view of the companyrsquos affairs and are in compliance radic

3(3)(b) The MD or CEO and CFO to certify on due diligence in the Report radic

STxLAnnual Report 2018-2019 37

Annexure VI to the Directorsrsquo Report

Condition

No Title Compliance Status

Remarks (If any) Compiled Not Compiled

3(3)( c) The certification of the MDCEO and CFO shall be disclosed in the Annual Report radic 4 Board of Directorsrsquo Committee 4 (i) Audit Committee radic 4 (ii) Nomination and Remuneration Committee radic 5 Audit Committee 51 Responsibility to the Board of Directors 5(1) (a) Company shall have an Audit Committee as a sub-committee of the Board radic

5(1) (b) Audit Committee shall assist the Board in ensuring that the financial statements reflect true and fair view of the state of affairs of the Company and in ensuring a good monitoring system within the business

radic

5(1) (c) Audit Committee shall report on its activities to the Board of Directors radic

52 Constitution of the Audit committee 5(2) (a) The Audit Committee shall be composed of at least 3 (three) members radic

5(2) (b) Board shall appoint members of the Audit Committee who shall be non-executive director

radic

5(2) (c ) All members of the Audit Committee should be ldquofinancially literaterdquo and at least 1 (one) member shall have accounting or related financial management experience

radic

5(2) (d) When the term of service of the Committee members expires or there is any circumstance causing any Committee member to be unable to hold hellip radic

5(2) (e) The Company Secretary shall act as the Secretary of the Audit Committee radic 5(2)(f) Quorum of Audit Committee meeting at least One independent director radic 53 Chairperson of the Audit Committee 5(3)(a) The Board shall select Chairperson of the Audit Committee who will be ID radic 5(3)(b) Absence of the Chairperson of the Audit Committee members to elect one radic 5(3)( c) Chairperson of the Audit Committee shall remain present in the AGM radic 54 Meeting of the Audit Committee 5(4)(a) The Audit Committee shall conduct at least 4 meetings in a financial year radic 5(4)(b) Quorum of Audit Committee presence of 2 or 23 members whichever is higher radic 55 Role of Audit Committee 5(5)(a) Oversee the financial reporting process radic 5(5)(b) Monitor choice of accounting policies and principles radic 5(5)(c ) Internal Audit and Compliance process to ensure that it is adequately resourced radic 5(5)(d ) Performance of external auditors radic

5(5)(e) Hold meeting with the auditors review the annual financial statements before submission to the Board for approval or adoption radic

5(5)(f ) Review with the management the annual financial statements before submission to the Board for approval radic

5(5)(g ) Review with the management the Quarterly and half yearly financial statements before submission to the Board for approval radic

5(5)(h ) The review adequacy of internal audit function radic

5(5)(i) Review the managementrsquos discussion and analysis before disclosing in the Annual Report radic

5(5)(j ) Review statement of all related party transactions submitted by the Mgt radic

5(5)(k ) Review management letters or letter of Internal Control weakness issued by statutory auditors radic

5(5)(l ) Oversee determination of audit fees based on scope and magnitude radic 5(5)(m ) Oversee whether IPO proceeds utilized as per the published Prospectus NA 56 Reporting of the Audit Committee 56 (a) Reporting to the Board of Directors 5(6)(a)(i) The Audit Committee shall report on its activities to the Board radic 5(6)(a)(ii)(a) Report on conflicts of interests radic

5(6)(a)(ii)(b) Suspected or presumed fraud or irregularity or material defect identified in the internal audit and compliance process radic

5(6)(a)(ii)(c) Suspected infringement of laws regulatory compliance including securities related laws relies and regulation radic

5(6)(a)(ii)(d) Any other matter which the Audit Committee deems necessary shall be disclosed to the Board immediately radic

56 (b) Reporting to the Authorities 57 Reporting to the Shareholders and General Investors 5(7) Reporting to the Shareholders and General Investors radic 6 Nomination and Remuneration Committee (NRC) 61 Responsibility to the Board of Directors 6(1)(a) The company shall have a NRC as a sub-committee of the Board radic

6(1)(b) NRC shall assist the Board in formulation of the nomination criteria or policy for determining qualifications radic

6(1)(c) The Terms of Reference of the NRC shall be clearly set forth in writing radic 62 Constitution of the NRC 6(2)(a) The Committee shall comprise of at least three members including an ID radic 6(2)(b) All members of the Committee shall be non-executive directors radic 6(2)(c) Members of the Committee shall be nominated and appointed by the Board radic

STxL Annual Report 2018-201938

Annexure VI to the Directorsrsquo Report

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

6(2)(d) Board have authority to remove and appoint any member of the committee radic 6(2)(e) Board shall fill the vacancy within 180 days of such vacancy in the Committee radic 6(2)(f) The Chairperson of the Committee may appointco-opt any external expert radic 6(2)(g) The company secretary shall act as the secretary of the committee radic

6(2)(h) The quorum of the NRC meeting shall not constitute without attendance of at least an independent director radic

6(2)(i) No member of the NRC shall receive any remunerationadvisory other than Directorrsquos fees or honorarium form the company radic

63 Chairperson of the NRC 6(3)(a) Board shall select 1 member of the NRC to be Chairperson of the Committee radic 6(3)(b) Absence of chairperson the remaining members may elect one of them radic 6(3)(c) Chairperson of the NRC shall attend the AGM radic 64 Meeting of the NRC 6(4)(a) The NRC shall conduct at least one meeting in a financial year radic 6(4)(b) The Chairperson of the NRC may convene any emergency meeting radic 6(4)(c) Quorum of NRC meeting presence of 2 or 23 members whichever is higher radic

6(4)(d) Proceedings of NRC meeting shall be recorded in the minutes and such minutes shall be confirmed in the next meeting radic

65 Role of NRC

6(5)(a) NRC shall be independent and responsibleaccountable to the Board and to the shareholders radic

6(5)(b)(i)(a) Level and composition of remuneration is reasonable and sufficient to attract retain and motivate suitable directors to run the company successfully radic

6(5)(b)(i)(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks radic

6(5)(b)(i)(c) Remuneration to directors top level executive involves a balance between fixed and incentive pay reflecting short and long term performance radic

6(5)(b)(ii) Devising a policy on Boardrsquos diversity taking into consideration age experience etc radic

6(5)(b)(iii) Identifying persons who are qualified the criteria laid down and recommend their appointment and removal to the Board radic

6(5)(b)(iv) Formulating criteria for evaluation of performance of independent directors and the Board radic

6(5)(b)(v) Identifying companyrsquos needs for employees at different levels and determine their selection transfer or replacement radic

6(5)(b)(vi) Developing recommending and reviewing annually the companyrsquos human resources and training policies radic

6(5)(c ) The company shall disclose the nomination and remuneration policy and the evaluation criteria and activities of NRC at a glance in its annual report radic

7 External or Statutory Auditors 7(1) Issuer company shall not engage its external auditors to perform the following 7(1)(i) Appraisal or valuation services or fairness opinions radic 7(1)(ii) Financial information systems design and implementation radic 7(1)(iii) Book keeping or other service related to the account ion records radic 7(1)(iv) Brokerndashdealer services radic 7(1)(v) Actuarial services radic 7(1)(vi) Internalspecial audit services radic 7(1)(vii) Any services that the Audit Committee may determine radic 7(1)(viii) Certification services on compliance of corporate governance radic 7(1)(ix) Any other service that may create conflict of interest radic

7(2) No partner or employees of the ExternalStatutory Auditors audit firms shall possess any share of the company they audit at least during the tenure radic

7(3) Representative of External Auditors shall remain present in the AGM radic 8 Maintaining a website by the company 8(1) The company shall have an official website linked with that of the stock exchange radic 8(2) The company shall keep the website functional from the date of listing radic

8(3) The company shall make available the detailed disclosures on its website as required under the listing regulations of the concerned stock exchanges radic

9 Reporting and Compliance of Corporate Governance

9(1) The company shall obtain a certificate from a practicing professional firm on yearly basis regarding compliance of conditions of Corporate Governance and such certificate shall be disclosed in the Annual Report

radic

9(2) The professional who will provide the certificate on compliance of Corporate Governance shall be appointed by the Shareholders in the AGM radic

9(3) The directors of the company shall state in accordance with the Annexure-C attached in the directors report whether the company has complied with these conditions

radic

STxLAnnual Report 2018-2019 39

A Nomination and Remuneration Policy

100 Introduction The Nomination and Remuneration Policy is prepared and adopted in compliance with Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission in view to formulate and recommend proper fair transparent and non-discriminatory nomination and remuneration for the Directors and Top Level Executives of the Square Textiles Ltd The Nomination and Remuneration Policy of Directors and Top Level Executives has been formulated by the Nomination and Remuneration Committee and has been approved by the Board of Directors of Square Textiles Ltd 200 Definitions

ldquoNRC or the Committeerdquo means Nomination and Remuneration Committee

ldquothe Companyrdquo means Square Textiles Ltd

ldquoBoardrdquo means Board of Directors of Square Textiles Ltd

ldquoDirectorrdquo means Member of the Board

ldquoTop Level Executiverdquo means the Managing Director or Chief Executive Officer Additional or Deputy Managing Director Chief Operating Officer Chief Financial Officer Company Secretary Head of Internal Audit and Compliance Head of Administration and Human Resources or equivalent positions and same level or ranked or salaried officials of the company 300 Nomination and Remuneration Committee The Nomination and Remuneration Committee has been constituted by the Board of Directors of the Company as a subcommittee to assist the Board under the Condition No 6 of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission

NRC is independent and responsible or accountable to the Board of Directors and to the Shareholders of Company The NRC consists of the following Non-Executive Director of the Board Name of the Members Position in the

Committee

Mrs Nihad Kabir - Chairman Independent Director Mrs Ratna Patra - Member Director Mr Anjan Chowdhury - Member Director The Terms of Reference of the NRC have been defined and adopted by the Board of Directors of the Company 400 Objective

The objective of the NRC is to oversee assist and guide the Board of Directors-

To formulate the criteria for determining qualifications positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration of Directors and Top Level Executives

To devise policy on Boards diversity taking into consideration of age gender experience ethnicity educational background and nationality

To the appointment fixation of remuneration and removal of Directors and Top Level Executives

To formulate the criteria in respect to evaluate performance of the Independent Director and the Board

To identify the companyrsquos needs for employees at different levels and determine their selection transfer or replacement and promotion criteria

NRC SQUARE TEXTILES Under Condition 6(5)(c)

STxL Annual Report 2018-201940

To develop recommend and review the companyrsquos human resources and training policies

To retain motivate and promote talent and to ensure long term sustainability of talented Top Level Executive and create competitive advantage

To recommend Code of Conduct for the Chairman and other Members of the Board and Managing Director

To Implement and monitor policies and processes regarding principles of corporate governance

500 Nomination and Appointment of Directors and Top Level Executives The committee is responsible to ensure that the procedures for nomination and appointment of Directors and Top Level Executive are taken place in transparent rigorous and non-discriminatory way The committee also responsible to identify and ascertain the combination of age gender educational background experience knowledge ethnicity diversity nationality and other relevant personal values amp attributes for nomination and appointment of Director and Top Level Executives 600 Remuneration for Directors and Top Level Executives The committee shall oversee review and make report with recommendation to the Board the level and composition of remuneration is reasonable and sufficient to attract motivate and retain suitable dependable and skilled Director and Top Level Executive They also consider and review the relationship of remuneration to performance is clear and meets appropriate performance benchmarks remuneration to Director and Top Level Executive involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals

700 Validation of the Policy

This policy on Nomination and Remuneration of Directors and Top Level Executives of the Company has been formulated by the Nomination and Remuneration Committee and has been approved by the Board of Directors of Square Textiles Ltd 800 Amendments to the Policy The Board preserve the rights to amend and review time to time the provisions of the policy depending on the legal and other requirements or for a bona fide purpose

B Evaluation of Performance Evaluation of performance of Directors be carried out through completion of a preset confidential questionnaire andor collective feedback or any other effective criteria adopted by the Board yearly or at such intervals of its work function and performance as may be considered necessary in order to ascertain the effectiveness and to measure the contribution of the Directors as well as the Top Level Executives of the Company

C Activities of the NRC carried out during the reporting period The NRC carried out the following activities in line with Committeersquos Terms of Reference during the reporting period i Reviewed and recommended the Code of

Conduct for the Chairman other Members of the Board and Managing Director

ii Reviewed the Companyrsquos existing policy relating to the remuneration of Directors and Top Level Executives

iii Discussed and decided in regard to formulate the criteria of evaluation of performance of the Board and Independent Directors

iv Reviewed the Companyrsquos existing Human Resource and Training policies

NRC SQUARE TEXTILES Under Condition 6(5)(c)

STxLAnnual Report 2018-2019 41

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seG QDaggermvA iDaggerK ZbwvOumlcybA KDagger`copylc vbjvPiwc eumle rsquovcbv

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nDaggereb|

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GmiddotDaggerPAuml Kwgkb oacuteK GmiddotDaggerPAuml RvZxq ivRmacr daggerevWcopy Ges

Abumlvbuml miKvwi I daggeremiKvwi GDaggerRwYacutecedilDaggerjvDaggerK cOumlwZocircvb Gi

vZAacuteZhellipK umlbR ivq`dagger vZMwvhDaggernm qvbjvPiwc gmicrocopyhvK

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Zcb xiyaŠPdagger

daggerPqvigumlvb

STxL Annual Report 2018-201946

cwiPvjbv clcopy` 1 jv AvMdivide 2018 ZvwiDaggerL Zvi mfvq Rbve

sup3yhbw eDaggervmnw KjvPiwc iquestšZ^ KDaggerbvgni iDvRidagger gG mG

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DwjoslashwLZ

DwjoslashwLZ

Financial Statement 2018-2019

Statement of Financial Position - 54

Statement of Profit or Loss and other Comprehensive Income - 55 Statement of Changes in Equity - 56 Statement of Cash Flows - 57 Basis of Preparation and Presentation - 58 Application of IAS - 58 Employees Benefit Plan - 60 Financial Risk Management - 61 Related Party Transaction - 62 Property Plants and Equipment - 72

Square Texti les Ltd And it Subsidiary

Consolidated

INDEPENDENT AUDITORSrsquo REPORTINDEPENDENT AUDITORSrsquo REPORTTo the shareholders of SQUARE TEXTILES LIMITED

REPORT ON THE AUDIT OF THE CONSOLIDATED amp SEPARATEFINANCIAL STATEMENTS

Opinion

We have audited the Consolidate financial statements of SQUARE TEXTILES LIMITED amp its subsidiary (the ldquoGrouprdquo) as well as the separate financial statements of SQUARE TEXTILES LIMITED (the ldquoCompanyrdquo) which comprise the Consolidated amp Separate Statement of Financial Position as at 30 June 2019 and Consolidated amp Separate Statement of profit or loss amp other Comprehensive Income Consolidated amp Separate Statement of Changes in Equity and Consolidated amp Separate Statement of Cash Flows for the year then ended and notes to the Consolidated amp Separate financial statements including a summary of significant accounting policies and other explanatory information

In our opinion the accompanying consolidated financial statements of the Group amp separate financial statement of the company give a true and fair view in all material respects of the Consolidated amp Separate financial position of the company as at 30 June 2019 and its Consolidated amp Separate financial profit or loss amp other Comprehensive Income and its Consolidated amp Separate cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) the Companies Act 1994 the securities and Exchange Rules 1987 and other applicable laws and regulations

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) Our responsibilities under those standards are further described in the Auditorsrsquo Responsibilities for the Audit of the Consolidated amp Separate Financial Statements section of our report We are independent of the Group amp the Company in accordance with the International Ethics Standards Board for Accountantsrsquo Code of Ethics for Professional Accountants (IESBA code) together with the ethical requirements that are relevant to our audit of the financial statements in Bangladesh and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of most significance in our audit of the financial statement of the current period These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon and we do not provide opinion on these matters

STxL Annual Report 2018-201948

Our response to the risk

RiskRevenue Recognition

See note no 2000 to the Separate financial statements

Revenue recognition has significant and wide influence on financial statements Revenue is recognized when the amounts and the related costs are reliably measured and the performance obligation is complete through passing of control to the customers Revenue from the sale of goods is recognized at the time when the goods are transferred to the buyer the significant risks and rewards of ownership of the goods

We identified revenue recognition as a key audit matter because revenue is one of the key performance indicators of the Company and therefore there is an inherent risk of manipulation of the timing of recognition of revenue by management to meet specific targets or expectations

We focused on the proper cut-off of sales to the Companys customers There is a risk of differences between the timing of invoicing of products and the dispatch of the products

We assessed the appropriateness of revenue recognition accounting policy in line with IFRS 15 Revenue from contracts with customers

Performed walkthroughs to understand the adequacy and the design of the revenue cycle

Tested the internal control over financial reporting we also assessed the existence and accuracy of the sales recorded

Valuation of inventory

See note no 700 to the Separate financial statements

The inventory of Tk 2821819716 at 30 June 2019 held in warehouses and across multiple product lines in factory

In order to carry inventory at the lower of cost and net realizable value management has identified slow moving obsolete and damaged inventories and made adjustments to the carrying value of these items the calculation of which requires certain estimates and assumptions

Evaluating the design and implementation of key inventory controls operating across the factory and warehouse

Testing on a sample basis the stock aging profile expiry dates and the market price used in assessing the net realizable values of inventories to the related supporting documents

Comparing the net realizable value obtained through a detailed review of sales subsequent to the year-end to the cost price of a sample of inventories

Our procedures included the following to assess inventory Valuation

STxLAnnual Report 2018-2019 49

Our response to the riskRiskRevenue Recognition

See note no1400 to the Separate financial statements

The net deferred tax liability totaling Tk 235701174 as at 30 June 2019

Significant judgment is required in relation to deferred tax liabilities as it is dependent on forecasts of future profitability over a number of years

Valuation of Property Plant and Equipment

The carrying value of the PPE amounted to Tk 5374733212 at 30 June 2019 The valuation of PPE was identified as a key audit matter due to the significance of this balance to the financial statements

Expenditures are capitalized if they create new or enhance the existing assets and expensed if they relate to repair or maintenance of the assets Classification of the expenditures involves judgment The useful lives of PPE items are based on managementrsquos estimates regarding the period during which the asset or its significant components will be used The estimates are based on historical experience and market practice and take into consideration the physical condition of the assets

We assessed whether the accounting policies in relation to the capitalization of expenditures are in compliance with IFRS and found them to be consistent

We obtained a listing of capital expenditures incurred during the year and on a sample basis checked whether the items were procured based on internal purchase order that had been properly approved by the responsible individuals

We inspected a sample of invoices and LC documents to determine whether the classification between capital and operating expenditure was appropriate

Our audit included the following proce-dures

We checked deferred tax expenses and liabilities in the financial statements and compare them with the Companyrsquos calculation and records

We obtained an understanding evaluated the design and tested the operational effectiveness of the companyrsquos key controls over the recognition and measurement of deferred tax liabilities and the assumptions used in estimating the companyrsquos future taxable income

We involved tax specialists to assess key assumptions controls recognition and measurement of deferred tax liabilities

We also assessed the appropriateness of presentation of disclosures against IAS-12 income tax

We additionally carried out the following substantive testing for this item

STxL Annual Report 2018-201950

Other MatterOur opinion have been made on the consolidated financial statement of Square Textiles Limited and subsidiary company Square Texcom Limited as at and for the year ended June 30 2019 is audited by Chowdhury Bhattacharjee amp Co Chartered Accountant on October 01 2019 and provided un qualified opinion

Other Information Management is responsible for the other information The other information comprises the information included in the annual report but does not include the financial statements and our auditorrsquos report thereon The Annual Report is expected to be made available to us after the date of this auditorsrsquo report Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon In connection with our audit of the consolidated amp separate financial statements our responsibility is to read the other information and in doing so consider whether the other information is materially inconsistent with the consolidated amp separate financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated Our opinion on the consolidated amp separate financial statements does not cover the other information and we do not express any form of assurance conclusion thereon

Our response to the riskRiskRevenue Recognition

See note no1400 to the Separate financial statements

See note no 314 to the Separate financial statements

Merger with Square Yarns Limited

As per verdict of High Court company matter no 165 of 2018 Square Yarns Limited a private limited company incorporated under Companies Act 1994 has merged with Square Textiles Ltd from January 01 2019

We obtained the order of Honorable High Court amp the Scheme of amalgamation approved by the High Court for this merger We obtained the audited financial statements of Square Yarns Limited for the period ended December 31 2018 We checked whether the carrying amount of Square Yarns Limited has merged with the financial statement of SQUARE TEXTILES LIMITED as at June 30 2019

We evaluated whether the useful lives determined and applied by the management were in line with historical experience and the market practice

We checked whether the depreciation of PPE items was commenced timely by comparing the date of the reclassification from capital in progress to ready for use with the date of the act of completion of the work

STxLAnnual Report 2018-2019 51

Responsibilities of Management and Those Charged with Governance for the Consolidated amp Separate Financial Statements and Internal ControlsManagement is responsible for the preparation and fair presentation of the Consolidated amp Separate financial statements of the Group amp also separate financial statement of the Company in accordance with IFRSs the Companies Act 1994 the Securities and Exchange Rules 1987 and other applicable laws and regulations and for such internal control as management determines is necessary to enable the preparation of Consolidated amp Separate financial statements that are free from material misstatement whether due to fraud or error The companies Act 1994 require the management to ensure effective internal audit internal control and risk management factions of the companyIn preparing the financial statements management is responsible for assessing the Grouprsquos amp the companyrsquos ability to continue as a going concern disclosing as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations or has no realistic alternative but to do soThose charged with governance are responsible for overseeing the Grouprsquos amp the companyrsquos financial reporting process

Auditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether the Consolidated amp Separate financial statements as a whole are free from material misstatement whether due to fraud or error and to issue an auditorrsquos report that includes our opinion Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists Misstatements can arise from fraud or error and are considered material if individually or in the aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated amp Separate financial statements

As part of an audit in accordance with ISAs we exercise professional judgment and maintain professional skepticism throughout the audit We also

Identify and assess the risks of material misstatement of the Consolidated amp Separate financial statements whether due to fraud or error design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion forgery intentional omissions misrepresentations or the override of internal control

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in circumstances

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management

Conclude on the appropriateness of managementrsquos use of the going concern basis accounting and based on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Grouprsquos amp the Companyrsquos ability to continue as a going concern If we conclude that a material uncertainty exists we are required to draw attention in our auditorrsquos report to the related disclosures in the Consolidated amp Separate financial statements or if such disclosers are inadequate to modify our opinion Our conclusions are based on the audit evidence obtained up to the date of our auditorrsquos report However future events or conditions may cause the company to cease to continue as a going concern

bull

bull

bull

bull

STxL Annual Report 2018-201952

Place DhakaDated October 27 2019

Evaluate the overall presentation structure and content of the Consolidated amp Separate financial statements including the disclosures and whether the Consolidated amp Separate financial statements represent the underlying transactions and event in a manner that achieves fair presentation

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the Consolidated amp Separate financial statement we are responsible for the direction supervision and performance of the group audit We solely responsible for our audit opinion

We communicate with those charged with governance regarding among other matters the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable related safeguards

From the matters communicated with those charged with governance we determine those matters that were of most significance in the audit of the Consolidated amp Separate financial statements of the current period and are therefore the key audit matters We describe these matters in our auditorrsquos report unless law or regulation precludes public disclosure about the matter or when in extremely rare circumstances we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication

Report on other Legal and Regulatory Requirements In accordance with the Companies Act 1994 and the Securities and Exchange Rules 1987 and relevant notifications issued by Bangladesh Securities and Exchange Commission we also report that

bull

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of accounts records and other statutory books as required by law have been kept by the company so far as it appeared from our examinations of those books and proper returns adequate for the purpose of our audit have been received from branches not visited by us

The statement of Consolidated amp Separate Financial Position Consolidated amp Separate Statement of profit or loss amp other Comprehensive Income and Consolidated amp Separate Statement of Changes in Equity and Consolidated amp Separate Statement of Cash Flows of the Company dealt with by the report are in agreement with the books of account and returns

The expenditure was incurred for the purpose of the Companyrsquos business

a)

b)

c)

d)

bull

STxLAnnual Report 2018-2019 53

Ahmed Zaker amp Co Chartered AccountantsAKM Mohitul Haq FCASenior Partner

Consolidated

SQUARE TEXTILES LIMITEDConsolidated Statement of Financial PositionAs at June 30 2019

ASSETS

NON-CURRENT ASSETS 6794125077 5850815043Property Plant amp Equipment- Carrying Value 400 6013100252 4369283667Capital Work In Progress 500 724741065 1425247616Goodwill 600 56283760 56283760

CURRENT ASSETS 6834205533 5708002400Inventories 700 3108769448 2117499335Accounts Receivable 800 3254869758 2537386382Advances Deposits amp Prepayments 900 289933615 457007961Cash amp Cash Equivalents 1000 180632712 596108722

TOTAL ASSETS 13628330610 11558817443

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 7498757447 7444414383Share Capital 1100 1972520000 1878590480Retained Earnings 1200 5526237447 5565823903

NON CONTROLLING INTEREST 1300 14938707 23924714

NON-CURRENT LIABILITIES Deferred Tax Liability 1400 279327185 222054637

CURRENT LIABILITIES amp PROVISIONS 5835307271 3868423709Short Term Bank Loan (Secured) 1500 3370859633 3416687761Creditors amp Other Payables 1600 71576651 131402995Liabilities for Others Finance 1700 145174138 136623950Short Term Loan 1800 2168788505 1385741Provision for Income Tax 1900 78908344 182323262 TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 13628330610 11558817443 NET ASSET VALUE PER SHARE (RESTATED) 3802 3774

STxL Annual Report 2018-201954

Particulars Note June 302018Taka

June 302019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SALES REVENUE 2000 10562041464 9411869563

Cost of Goods Sold 2100 (9425402349) (8443275210)

GROSS PROFIT 1136639115 968594353

Administrative Overhead 2200 (278901489) (286279858)

Selling and Distribution Overhead 2300 (15559867) (10055542)

PROFIT FROM OPERATIONS 842177759 672258953

Finance Cost 2400 (280059922) (107733800)

Non-Operating Income 12790260 5181890

PROFIT BEFORE WPPF amp WF 574908097 569707043

Allocation for WPPF amp WF 2500 (27376576) (27128907)

PROFIT BEFORE TAX 547531521 542578136

Provision for Tax (Current) 2600 (59896768) (64328453)

Provision for Tax (Deferred) 2700 (57272548) (18777387)

Profit After Tax for The Period 430362205 459472296

Non-Controlling Interest (1338236) (2416813)

Net Income for the Period 429023969 457055483

EARNINGS PER SHARE (EPS)- RESTATED 2800 218 232

SQUARE TEXTILES LIMITEDConsolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended June 30 2019

STxLAnnual Report 2018-2019 55

Particulars Note 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SQUARE TEXTILES LIMITEDConsolidated Statement of Changes in EquityFor the Year Ended June 30 2019

Share Retained Total Capital Earnings Balance as at June 30 2018 1878590480 5565823903 7444414383 Net Profit for the Year Ended June 30 2019 - 429023969 429023969 Adjustment of Non controlling Interest - 1037191 1037191 Cash Dividend for 2017-18 - (375718096) (375718096)Stock Dividend for 2017-18 93929520 (93929520) - Balance As at June 30 2019 1972520000 5526237447 7498757447 Tk

Particulars

For the Year Ended June 30 2018

Share Retained Total Capital Earnings Balance as at June 30 2017 1789133790 5556051868 7345185658 Net Profit for the Year Ended June 30 2018 - 457055483 457055483 Cash Dividend for 2016-17 - (357826758) (357826758)Stock Dividend for 2016-17 89456690 (89456690) - Balance As at June 30 2018 1878590480 5565823903 7444414383 Tk

Particulars

STxL Annual Report 2018-201956

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 9844558088 8805485201Exchange Fluctuation Gain (Realization from Transection) 6599666 3498975Receipts from Other Income 1947315 597793Total Receipts 9853105069 8809581969 Payments to Suppliers (8135939006) (6378230512)Paid for Operating amp Non-operating Expenses (2084602173) (2194327758)Interest Expenses Paid (240448525) (83330142)Income Tax Paid (58842458) (101025851)Total Payments (10519832162) (8756914263) Net Cash Generated (Used in) from Operating Activities (666727093) 52667706 CASH FLOWS FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant amp Equipment (1444563624) (1418810057)Paid for Non controlling Interest for Merger of SYL (9287050) -Net Cash Generated (Used in) from Investing Activities (1453850674) (1418810057) CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (45828128) 1477139998Short Term Loan from (To) Sister Company 2124536378 (21069052)Payment of Dividend (375718096) (357826758) Net Cash Generated (Used in) from Financing Activities 1702990154 1098244188 Increase (Decrease) in Cash amp Cash Equivalents (417587613) (267898163)Net effect of foreign currency translation 2111603 1085122Opening Cash amp Cash Equivalents 596108722 862921763

CLOSING CASH amp CASH EQUIVALENTS 180632712 596108722 Net Operating Cash Flows Per Share(Restated) (338) 027

SQUARE TEXTILES LIMITEDConsolidated Statement of Cash Flows For the Year Ended June 30 2019

STxLAnnual Report 2018-2019 57

Particulars 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SQUARE TEXTILES LIMITEDSQUARE TEXTILES LIMITEDNotes to the Consolidated Financial StatementsAs at and for the year ended June 30 2019

1ESTABLISHMENT AND OPERATIONS

11 LEGAL FORM OF THE ENTERPRISES

Square Textiles Limited (Here in after said as the company) is a public limited company and its subsidiary Square Texcom Limited incorporated with the Registrar of Joint Stock Companies and Firms Dhaka Bangladesh under Companies Act 1913 and Companies Act 1994 respectively The Company is listed with Dhaka Stock Exchange (DSE) amp Chittagong Stock Exchange(CSE)

12 ADDRESS OF REGISTERED OFFICE AND FACTORY OF THE COMPANY

The address of the registered office at Square Centre 48 Mohakhali CA Dhaka -1212 Factory at 1) Saradaganj Kashimpur Gazipur 2) Olipur Habiganj 3) Kathali Valuka Mymensingh

13 NATURE OF BUSINESS

The company owns Six (6) units of spinning mills and a twisting mill Its activities and operations are related with manufacturing and marketing of Yarns

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATERIAL INFORMATION

21 STATEMENT OF COMPLIANCE

The financial statements have been prepared in conformity with the provisions of the Companies Act 1994 The Securities and Exchanges Rules 1987 and other relevant rules and regulations

22 BASIS OF PREPARATION

The financial statements have been prepared in accordance with the going concern principle and historical cost convention The significant accounting policies are set out below

23 STATEMENT ON COMPLIANCE OF INTERNATIONAL ACCOUNTING STANDARDS

The following IASs and IFRSs are applicable for the financial statements for the year under review

IAS 1 Presentation of Financial StatementsIAS 2 InventoriesIAS 7 Statement of Cash FlowsIAS 8 Accounting Policies Changes in Accounting Estimates and ErrorsIAS 10 Events after the Reporting PeriodIAS 12 Income TaxesIAS 16 Property Plant and EquipmentIAS 19 Employee BenefitsIAS 21 The Effects of Changes in Foreign Exchange RatesIAS 23 Borrowing CostsIAS 24 Related Party DisclosuresIAS 33 Earnings per ShareIAS 34 Interim Financial ReportingIAS 36 Impairment of Assets IAS 37 Provisions Contingent Liabilities and Contingent AssetsIFRS 3 Business Combination IFRS 5 Non-Current Assets Held for Sale amp Discontinued OperationsIFRS 7 Financial Instruments DisclosureIFRS 8 Operating SegmentsIFRS 10 Consolidated Financial StatementsIFRS 12 Disclosures of interests in Other EntitiesIFRS 15 Revenue from Contracts with CustomersIFRS 16 Leases

STxL Annual Report 2018-201958

Consolidated

24 GOING CONCERN

As per IAS-1 a company is required to make assessment at the end of each year to assess its capability to continue as going concern The 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 liabilities For this reason the Directors continue to adopt the going concern assumption while the financial statements have been prepared

25 ACCRUAL BASIS

The financial statements have been prepared except cash flow information using the accrual basis of accounting

26 STRUCTURE CONTENTS AND PRESENTATION OF FINANCIAL STATEMENTS

The presentation of the financial statements is in accordance with the guidelines provided by IAS-1 lsquorsquoPresentation of Financial Statementsrdquo A complete set of financial statements comprise

i) Statement of Consolidated Financial Position as at June 30 2019ii) Statement of Consolidated Profit or Loss and other Comprehensive Income for the year ended June 30 2019iii) Statement of Consolidated Changes in Equity for the year ended June 30 2019iv) Statement of Consolidated Cash Flows for the year ended June 30 2019 andv) Notes comprising a summary of significant accounting policies and other explanatory information to the Consolidated Financial Statements for the year ended June 30 2019

27 STATEMENT OF CASH FLOWS

The Statement of Cash Flows is prepared using the direct method as stipulated in International Accounting Standards IAS-7 ldquoStatement of Cash Flowsrdquo

30 PROPERTY PLANT AND EQUIPMENT

As per IAS-16 Property Plant and Equipment are stated at their historical cost less accumulated depreciation No depreciation has been charged on the Freehold Land and on the Capital work in progress Depreciation is charged on all other assets on straight-line method Depreciation of an asset begins when it is available for use ie 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 ceases at the earlier of the date that the asset is classified as held for sale (or included in a disposal group that is classified as held for sale) in accordance with IFRS 5 and the date that the assets are derecognized

Depreciation is computed on the straight-line basis over the estimated useful lives as follows

Factory Building and other Construction

Plant amp Machinery

Laboratory amp other Equipment

Furniture amp Fixture

Motor Vehicles

Electrical Installation

Particulars Useful Life(Years)

20

10-15

5-8

5-8

5

5-8

STxLAnnual Report 2018-2019 59

Consolidated

31 IMPAIRMENT OF ASSET

As per IAS-36 Revenue and Profitability of the company is Consistent and net worth of the company is growing every year that indicates our assets are performing at their highest as per our intended procurement and the summation of the discounted future cash flow from the operation of the assets would be positive if we dispose off those assets at the date of financial reporting But presently we have no intension to dispose off these assets As such we did not consider to recording the impairment lossgain

32 INVENTORIES

As per IAS-2 Inventories comprises of Raw Materials Raw Materials in transit Packing Materials Work in Progress Finished Goods Comber Noil and Spare amp Spare Parts in transit Inventories are valued at the lower of cost and net realizable value Cost comprises invoice value plus applicable handling charges Net realizable value is based on estimated selling price less estimated cost to completion and selling expenses

33 EMPLOYEESrsquo SEPARATION PLAN

Provident Fund

The company has established an approved contributory provident fund scheme A board of trustees wholly administers the fund No part of the fund is included in the asset of the group

Gratuity Fund

The Company operates an unfunded gratuity scheme The Company has applied for recognition of the gratuity fund from National Board of Revenue (NBR) Group Insurance

The group has two group insurance schemes for its permanent employees premium for which is being charged to statement of comprehensive Income

Workerrsquos Profit amp Participation Fund

The company makes a regular allocation of 5 on net profit before tax to these funds and payment is made to the workerrsquos as per provision of Labor Law 2006 chapter-15

34 REVENUE RECOGNITION

As per IFRS-15 Revenue is recognized as control is passed either over time or at a point in time An entity recognizes revenue over time if one of the following criteria is met the customer simultaneously receives and consumes all of the benefits provided by the entity as the entity performs the entityrsquos performance creates or enhances an asset that the customer controls as the asset is created or the entityrsquos performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date

Income refers to increases in economic benefits during the accounting period in the form of inflows or enhancements of assets or decreases of liabilities that result in an increase in equity other than those relating to contributions from equity participants

35 OTHER INCOME

It is recognized when received

36 FOREIGN CURRENCY TRANSACTIONS

As per IAS-21 Transactions in Foreign Currencies are translated into BDT at the rate of exchange ruling on date of transaction Monetary assets and liabilities expressed in foreign currencies are translated into BDT at the rate of exchange ruling at the date of Statement of Financial position

37 BORROWING COSTS

As per IAS-23 Borrowing costs are recognized as expenses in the period in which they incurred and capitalized the same that incurred before commencement of commercial operation

38 FINANCIAL INSTRUMENTS

As per IFRS-7 Financial assets and liabilities are recognized on the Statement of Financial Position when the company has become a party to a contractual provision of the instrument

STxL Annual Report 2018-201960

Consolidated

Receivables

Trade Receivables are stated at their nominal value and considered good No provision has been made for doubtful debt and no amount was written off as bad

Payables

Trade Payables are stated at their nominal value

Due to Due from Related Parties

Due to Due from related parties are stated at nominal value

Borrowings

Interest bearing bank loans and overdrafts are recorded at the proceeds received net of direct issue costs Finance charges are accounted for on an accrual basis

Financial Risk Management

The company has exposures to the following risks its use of financial statements

bull Credit riskbull Liquidity riskbull Market risk

The Board of Directors has overall responsibility for the establishment and oversight of the companyrsquos risk management framework The Board oversees how management monitors compliance with risk management policies and procedures and reviews the adequacy of the risk management framework in relation to risks faced by the group The Board is assisted in its oversight role by Audit Committee Internal audit under the purview of Audit Committee undertakes both regular and adhoc reviews of risk management controls and procedures the results of which are reported to the Audit Committee

Credit Risk

Credit risk is the risk of financial loss to the Company if a buyer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Companys receivable from customers and investment securities The Companys sales are made to renowned RMG Exporting Company Sales made to the entity are fully secured by Letters of Credit issued by local scheduled banks

Liquidity Risk

Liquidity risk is the risk that the Company will unable to meet its financial obligations as they fall due The Companys 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 Companys reputation In general 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 liquidityfund to make the expected payment within due date Moreover the Company seeks to maintain short term lines of credit with scheduled commercial banks to ensure payment of obligations in the event that there is insufficient cash to make the required payment

The requirement is determined in advance through cash flows projections and credit lines facilities with banks are negotiated accordingly

Seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Market Risk

Market Risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the Companys income or the value of its holding of financial instruments The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return

STxLAnnual Report 2018-2019 61

Consolidated

Capital Risk Management

The Companyrsquos objectives when managing capital are to safeguard the Companyrsquos ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Money Laundering

The company considers prevention of money laundering risk not only as a compliance requirement imposed by the law of the country but also as one of its ethical business values

39 LEASE

As per IFRS-16 The entity has no lease So there will be no implication regarding IFRS 16 in this financial year

310 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprises cash in hand bank currents accounts other bank deposits free of encumbrance and having maturity dates of three months or less from respective dates of deposit

311 TAXATION

Income tax expense represents the sum of the tax currently payable and deferred tax

Current Tax

The tax currently payable is based on taxable profit for the year Taxable profit differs from profit as reported in the statement of Comprehensive Income because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible in other years and it further excludes items that are never taxable or deductible The companyrsquos liability for current tax is calculated using tax rates that have been enacted on date of Statement of Financial Position

Deferred Tax

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the balance sheet liability method Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized based on tax rates (and tax laws) that have been enacted by the date of Statement of Financial Position

312 CONTINGENT LIABILITIES AND ASSETS

Current or possible obligations or assets arising from past events and whose existence is due to the occurrence or non-occurrence of one or more uncertain events which are not within the control of the company

313 RELATED PARTY TRANSACTION

The company has some related party transactions in arm length transactions with its sister concern

314 MERGED WITH SQUARE YEARNS LIMITED

As the project of Square Yarns Limited (SYL) is located within the premises of Square Textiles Limited (STxL) at Saradaganj Kashimpur Gazipur the separated operations of various aspects of SYL is a complex one Since STxL holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Board of Directors have recommended for amalgamation under provision of section 228 amp 229 of the Companies Act 1994

STxL Annual Report 2018-201962

Consolidated

The Process of Merger

After approval of Board of Directors and consent of minority shareholders the Honrsquoble High Court Division of the Supreme Court of Bangladesh has sanctioned the scheme of amalgamation of Square Yarns Ltd (SYL) share with Square Textiles Ltd (STxL) on 29th October 2018 The merger has been executed with effect from January 01 2019

Purchase Consideration

Square Textiles Limited holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Compensation of the minority shareholders is based on cash at a book value of shares as on 30 June 2017 subject to approval by the Court of Jurisdiction Honrsquoble High Court Division of the Supreme Court of Bangladesh

IFRS Followed for The Business Combination IFRS-3 (Business Combinations) is mainly followed for the amalgamation of Square Yarns Ltd with Square Textiles Ltd on the basis of equity

As Per Paragraph 5 of ifrs-3 ldquoApplying The Acquisition Method Requires

(a) Identify the acquirer(b) Determining the acquisition date(c) Recognizing and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquire and(d) Recognizing and measuring goodwill or a gain from a bargain purchaserdquo

315 SEGMENT REPORTING

As per IFRS-8 As there is a single business and geographic segment within which the company operates as such no segment reporting is felt necessary

316 EARNINGS PER SHARE

As per IAS-33 Basis Earning per Share (EPS) has been computed dividing the earnings attributable to the weighted average number of the ordinary shares during the period

317 COMPARATIVE FIGURE

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 years financial statements Previous year comparative information of the Statement of Profit or Loss and other Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows are presented as unaudited

318 FINANCIAL YEAR

For this year financial year means July 01 2018 to June 30 2019

319 EVENTS AFTER THE REPORTING PERIOD

As per IAS-10 ldquoEvents after the Reporting Periodrdquo are those events favorable and unfavorable that occur between the end of the reporting period and the date when the financial statements are authorized for issue There are no events after the end of the reporting period

320 CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements comprise the following

1 Square Texcom Limited

321 GENERAL

Figures have been rounded off to the nearest taka as it the reporting currency of these financials

STxLAnnual Report 2018-2019 63

4 PROPERTY PLANT amp EQUIPMENT TK 6013100252 Details of Property Plant amp Equipment and Depreciation as at June 30 2019 are shown in the annexed schedule-01 Depreciation for the year charged to Factory Overhead (Note-213) The break-up of the balances are depicted below Fixed Assets at Cost Opening Balance 8813079842 8561946086Addition during the Year 2160369578 265969327Sale Obsolete during the Year (230522431) (14835571)Closing Balance(Cost) 10742926989 8813079842

Accumulated Depreciation Opening Balance 4443796175 4047294966Charged during the Year 501253590 409249836Adjustment for saleObsolete (215223028) (12748627) 4729826737 4443796175

Carrying Value 6013100252 4369283667

5 CAPITAL WORK IN PROGRESS TK 724741065

Opening Balance 1425247616 270319942 Addition during the Year 673620883 1379859210 Transfer to Property Plant amp Equipment (1374127434) (224931536)Closing Balance (Cost) 724741065 1425247616

6 GOODWILL TK 56283760

Investment in Square Texcom Ltd 65783760 65783760(For 95000 shares of Square Texcom Ltd) Less Face Value of the Shares 9500000 9500000 56283760 562837607 INVENTORIES TK 3108769448 Stocks of Raw Materials 2860338753 1851301619Raw Materials 2345843023 1316945017Raw Materials In Transit 125670959 253946100Packing Materials 19545342 13842823Work - in - process 158585990 73007237Finished Goods 210693439 193560442

Stocks of Spares 248430695 266197716Spares at Store 241210310 239896287Spares in Transit 7220385 26301429

3108769448 2117499335

The basis of valuation is stated in Note -3(2) Carrying amount of inventories pledged as security No segmentation of stock is required because of homogenous materials and process

Tk

Tk

Tk

STxL Annual Report 2018-201964

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

8 ACCOUNTS RECEIVABLES TK 3254869758

This represents invoice value of goods delivered to customer This is considered good and collectible

Aging of the above balance is as follows Below 60 days 1510695509 1043624024 Within 61-120 days 1269408592 1194206454Above 120 days 474765657 299555904 3254869758 2537386382 a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person b) The carrying amount of Trade Debtors pledged as security

c) Accounts Receivable is secured considered as good and is falling due within one year Classification schedule as required by Schedule XI of Companies Act 1994

Tk

9 ADVANCES DEPOSITS amp PREPAYMENTS TK 289933615This is made up of the followings

Advances and Prepayments 207243631 375973570Income Tax 48571895 153041124Salary amp PF Current account 1184000 2244602 Other Expenses 22817327 21702776 Contractor amp Suppliers 134670409 198985068

Deposits 82689984 81034391 Security Deposit 73803648 70924398 Margin on Bank Guarantee 8886336 10109993

Tk 289933615 457007961

(a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person (b) There was no amount was due by the associated undertaking (c) The advances amp deposits considered good amp recoverable

10 CASH amp CASH EQUIVALENTS TK 180632712

This is made up of the followings

Cash in Hand 5885341 7535794Cash at Bank 174747371 588572928 Tk 180632712 596108722

Foreign currency account balances have been converted to Taka at the ruling rate at the reporting date

11SHARE CAPITAL TK 1972520000This is made up of the followings

Authorized300000000 Ordinary Shares of Tk 1000 each 3000000000 3000000000

Issued Subscribed and Paid up 1972520000 1878590480(197252000 Ordinary Shares of Tk 1000 each fully Paid up)

STxLAnnual Report 2018-2019 65

Particulars June 302018Taka

June 302019Taka

Tk

Distribution schedule of each class of equity security setting out the number of holders and percentage as on June 30 2019

Less than 500 shares500 to 5000 shares5001 to 10000 shares10001 to 20000 shares20001 to 30000 shares30001 to 40000 shares40001 to 50000 shares50001 to 100000 shares100001 to 1000000 sharesOver 1000000 shares

As per FolioNo of holders Holdings No of holders Holdings

Range of Holdings As per BO ID Total shareHolding In

Total

1081471 6162011 3060520 35435471871659

1468145 898718

3076833 14476740 94723423

130363067

1387525 6467477 3119367 3601999 1926137 1533907 1039509 3416526

16907255 157852298197252000

070328158183098078053173857

8003 10000

306054 305466

58847 58452 54478 65762

140791 339693

2430515 63128875 66888933

89703762

439255

784320455211

13675

3464268

84223459

3769

13 NON CONTROLLING INTERESTTK 14938707

5000 shares of Tk 100 at par of Square Yarns Limited 500000 5000005000 shares of Tk 100 at par of Square Texcom Ltd 500000 500000Shares of Accumulated Profit 24262948 22924714Adjustment of Non controlling Interest of SYL (1037191) -Paid to NCI for Merger of SYL (9287050) - 14938707 23924714

(a) This represents the minority share holdings in Square Yarns Limited and Square Texcom Ltd as on June 30 2019

(b) Voting power is not different with proportion of ownership interest The company is using equity method of accounting in preparation of consolidated financial statements

12 RETAINED EARNINGS TK 5526237447Opening Balance 5565823903 5556051868Add Surplus for the Year 429023969 457055483Adjustment of Non controlling Interest 1037191 -Less Cash Dividend paid during the Year (375718096) (357826758)Less Appropriation for stock dividend (93929520) (89456690) 5526237447 5565823903

Shareholders Group Number of Investors Number of Shares

SponsorsDirectors 7 121959707 62 62Foreign Investors 5 6572330 3 6 Institutions 238 41857739 21 19 General Public 17194 26862224 14 13Total 17444 197252000 100 100

Percentageof ShareHolding

2018-2019

Percentageof ShareHolding

2017-2018

The position of shareholders as on June 30 2019 is as follows

STxL Annual Report 2018-201966

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

14 DEFERRED TAX LIABILITY TK 279327185

Opening Balance 222054637 203277250Deferred tax Liabilities 57272548 18777387Closing Balance Tk 279327185 222054637

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

A) Deferred Tax Liability is Arrived at as Follows Carrying Value of Depreciable Fixed Assets 5332662371 3692397786Less Tax Base Carrying Value (3470481142) (2212033539)Taxable Temporary Difference 1862181229 1480364247Tax Rate 1500 1500Closing Deferred Tax Liability 279327185 222054637Less Opening Deferred Tax Liability (222054637) (203277250)Deferred Tax (Income) Expense 57272548 18777387

15 SHORT TERM BANK LOAN (SECURED) TK 3370859633Bank Overdraft 72936 5569544Revolving Loan 800000000 - Loan ag Export Bill Discount 616960527 -LC Liabilities 1953826170 3411118217 3370859633 3416687761

These short term loans are secured against hypothecation of Stock and Accounts Receivable 16 CREDITORS amp OTHER PAYABLES TK 71576651

Creditors amp Other Payables 71576651 131402995 71576651 131402995

This represents amount payable to regular suppliers of packing materials utilities and other services rendered to the company All suppliers were paid on a regular basis

17 LIABILITIES FOR OTHER FINANCE TK 145174138 This is made up of the followings Retention Money 305299 1781837WPPF amp Other Fund 23608002 27128907Provision for Gratuity 34989040 -Others 86271797 107713206 145174138 13662395018 SHORT TERM LOAN TK 2168788505

Loan from Square Pharma Ltd 2168788505 1385741 2168788505 138574119 PROVISION FOR INCOME TAX TK 78908344 Opening Balance 182323262 368938056Adjustment with Advance Tax (163311686) (250943247)Current Year Provision 59896768 64328453Closing Balance 78908344 182323262

Tk

Tk

Tk

Tk

Tk

STxLAnnual Report 2018-2019 67

Particulars June 302018Taka

June 302019Taka

212 PACKING MATERIAL CONSUMED TK 101236647 This is arrived as follows Opening Stock 13842823 12055558 Purchase during the Year 106939166 87061457 Available for Production 120781989 99117015Closing Stock (19545342) (13842823) Packing Material Consumed Tk 101236647 85274192

21 COST OF GOODS SOLD TK 9425402349 This is arrived as follows Raw Materials Consumed (Note-211) 7070621165 6171179917Packing Materials Consumed (Note-212) 101236647 85274192 Factory Overhead (Note- 213) 2356256287 2221310872Cost of Goods Manufactured 9528114099 8477764981Work-In-Process (Opening) 73007237 86734976Work-In-Process (Closing) (158585990) (73007237)Cost of Production 9442535346 8491492720Finished Goods (Opening) 193560442 145342932Finished Goods (Closing) (210693439) (193560442) Cost of Goods Sold Tk 9425402349 8443275210

211 RAW MATERIAL CONSUMED Tk 7070621165

This is arrived as follows In Quantity(KG) Opening Stock 7070326 6531416Purchase during the year 51265791 35080079Raw Materials Available for Consumption 58336117 41611495Closing Stock (15154635) (7070326)Raw Materials Consumed 43181482 34541169

In Taka Opening Stock 1316945017 1244686448Purchase during the year 8099519171 6243438486Raw Materials Available for Consumption 9416464188 7488124934Closing Stock (2345843023) (1316945017)Raw Materials Consumed 7070621165 6171179917

Kg

Tk

20 SALES TK 10562041464 Sales Comprises the following In Quantity(KG) Opening Stock 808992 666112Production during the Year 39856706 31481902Available for Sale 40665698 32148014Closing Stock (840909) (808992)Sales during the year Kg 39824789 31339022(To be accounted for as follows) Sales Accounted as followsIn Quantity(KG) Export Sale of Yarns 39824789 31339022 Kg 39824789 31339022In Taka Export Sale of Yarns 10562041464 9411869563 10562041464 9411869563

STxL Annual Report 2018-201968

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

22 ADMINISTRATIVE OVERHEAD TK 278901489

Salary and Allowances 127661897 141801588Directors Remuneration 39316356 35765796Travelling amp Conveyance 875255 930008Overseas Travelling 55286736 51503344Recruitment amp Training Expenses 498034 548760Head Office Employees Free Lunch 1472058 1778361Uniform amp Liveries 170150 168681Printing Expenses 476287 379397Stationery Expenses 142076 634027Software amp Hardware Support Expenses 2679046 2847923Postage Telephone Fax amp Telex 452586 407523Electricity Gas amp Water 3577711 2951569Office Consumable Expense 2484432 3200268Rental Expenses 13212862 11635064Vehicles Running amp Maintenance 10380545 13418692Medical Expenses 792936 485121Group Insurance 455249 427134Bank Charges amp Commission 3399622 1278364Fees amp Subscription 9893562 12610740Security Service 463185 537654Govt Tax Stamp Duty amp Licence Fees 3046677 1015306Annual General Meeting Expenses 1390277 1536628Audit Fees 773950 417910Total 278901489 286279858

a) Audit Fees represent auditors remuneration for audit of the Companys Financial Statementsfor the Year ended

213 FACTORY OVERHEAD TK 2356256287 Factory Wages Salary amp Allowances 858697343 721061616Travelling amp Conveyance 303860 168814Overseas Travelling 430311 82096Recruitment amp Training Expenses 107340 60669Printing Expenses 289027 257551Stationery Expenses 1743673 1556240Software amp Hardware Support Expenses 2817058 3358793Production Workers Free Lunch 3921416 4370361Uniform amp Liveries 363556 256197Fuel Petrol Light Diesel etc 58514173 137707049Electricity Gas amp Water 625396587 606226179Factory Consumable Expense 52190712 63676776Medical Expenses 1404636 815060Repairs amp Maintenance of Vehicles 15119637 16962558Papers Books and Periodicals 62070 22790Industrial All Risk Insurance Premium 18468167 12565314Postage Telephone Fax amp Telex 352700 219889GovtTax VAT amp License Fees 3566683 3668859Security Services 18619132 19165867Spare Parts - Machinery 191323654 218588963Group Insurance 1310962 1269395Depreciation (Schedule-1) 501253590 409249836Total 2356256287 2221310872

STxLAnnual Report 2018-2019 69

Particulars June 302018Taka

June 302019Taka

24 FINANCE COST TK 280059922This is arrived as follows Interest on Short Term Loan 280059922 107733800 Tk 280059922 107733800 Interest expenses is derived from short-term loan and is recognized on an accrual basisThe finance cost includes no interest on any sort of borrowing from directors including managing director and managers

25 ALLOCATION FOR WPPF amp WF Tk 27376576 27128907

This represents 5 of Net Income before Tax after charging the allocation as per provisions of the Labour Law 2016

26 PROVISION FOR INCOME TAX Tk 59896768 64328453

This represents estimated Income Tax on Net Profit for the year and adjustment any shortexcess provision for prior years

27 PROVISION FOR DEFERRED TAX Tk 57272548 18777387

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

28 EARNING PER SHARE (EPS) The Computation is given below

Earning attributable to Ordinary Sharesincluding other income 429023969 457055483Number of Ordinary shares 197252000 197252000 Earnings Per Share 218 232

281 NET ASSET VALUE (NAV) PER SHARE

The Computation is given below

Equity Attributable to the Owners of the Company 7498757447 7444414383Number of Ordinary shares 197252000 197252000 Net Asset Value (NAV) Per Share 3802 3774

23 SELLING amp DISTRIBUTION OVERHEAD TK 15559867 This is arrived as follows Export Sale Expenses 11161969 8229821Loading amp Unloading 4397898 1825721Total Tk 15559867 10055542

STxL Annual Report 2018-201970

Particulars June 302018Taka

June 302019Taka

282 NET OPERATING CASH FLOWS PER SHARE (NOCFPS) The Computation is given below

Net Cash Generated (Used in) from Operating Activities (666727093) 52667706Number of Ordinary shares 197252000 197252000

Net Operating Cash flows per Share (NOCFPS) (338) 027

283 RECONCILIATION OF NET PROFIT WITH CASH FLOWS FROM OPERATING ACTIVITIES

The Computation is given below

Profit After Tax 429023969 457055483 Adjustment to reconcile net profit to net cashprovided by operating activities

Non-cash Expenses 558526138 428027223Depreciation 501253590 409249836Deferred Tax 57272548 18777387

Non-Operating Items 42093017 2400194Interest Expenses (Income) on Sister Company Loan 41829193 1068503Net effect of foreign currency translation (2111603) (1085122)Profit Ratio of Non controlling Interest 1338236 2416813Adjustment of Non controlling Interest 1037191 - Changes in working Capital (1696370217) (834815194)(Increase)Decrease in Inventories (991270113) (153594840)(Increase)Decrease in Accounts Receivable (717483376) (606384362)(Increase)Decrease in Advances Deposits amp Prepayments 167074346 126066301Increase(Decrease) in Creditors amp Other Payables (59826344) 14323924Increase(Decrease) in Liabilities for Others Finance 8550188 (28611423)Increase(Decrease) in Income Tax Payable (103414918) (186614794) Net Cash Generated (Used in) from Operating Activities (666727093) 52667706

STxLAnnual Report 2018-2019 71

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

STxL Annual Report 2018-201972

Prop

erty

Pla

nt a

nd E

quip

men

t - T

k 6

013

100

252

Sche

dule

-01

C O

S T

D E P

R E

C I A

T I O

N

Durin

g the

Per

iod

Durin

g the

Per

iod

PART

ICUL

ARS

Bala

nce

as at

July

01 2

018

Bala

nce a

s at

June

30 2

019

Writt

enDo

wn V

alue

as at

June

30

2019

Bala

nce

as at

July

01 2

018

Bala

nce a

s at

June

30 2

019

Addi

tions

Sale

sOb

sole

tes

Cha

rged

Adj

ustm

ents

SQU

ARE

TEX

TILE

S LI

MIT

EDCo

nsol

idat

ed S

ched

ule

of P

rope

rty

Pla

nt a

nd E

quip

men

t

As

at Ju

ne 3

0 2

019

As

at Ju

ne 3

0 2

018

88

130

798

42 2

160

369

578

(230

522

431

) 1

074

292

698

9 44

437

961

75 5

012

535

90 (2

152

230

28)

47

298

267

37 6

013

100

252

676

885

881

9

472

788

12

474

427

325

2

384

768

8 6

088

776

531

3

117

910

2

564

086

46

49

145

684

188

592

441

1

614

917

1 1

592

141

4 4

593

161

-

5

347

200

6 5

050

800

1

316

308

4

293

919

3

802

145

35

520

00

319

673

629

2

148

335

-

1

669

654

628

1

580

827

5 7

981

379

7 -

27

947

933

26

677

70

86

853

25

276

511

2

300

000

1

215

646

-

1

233

082

5

600

00

24

832

647

680

437

881

1

266

952

441

4

765

756

60

23

847

688

75

442

557

10

18

926

185

336

222

443

4

914

568

4 2

003

253

74

18

684

959

24

606

739

48

696

72

23

000

00

54

687

652

50

508

00

25

493

90

48

539

19

28

634

792

-

42

437

013

22

918

544

742

395

3

728

576

57

276

580

2

210

007

5 2

454

096

2

806

484

9 1

762

281

5

809

31

625

432

5

476

2 2

680

183

1

743

58

238

941

3

919

65

28

935

28

-

454

329

005

2

201

213

10

22

610

362

36

038

969

64

26

315

15

202

678

029

2

706

266

2 1

294

293

13

13

798

877

14

630

980

38

926

57

54

762

19

586

160

39

488

52

14

873

52

39

058

71

57

620

66

680

437

881

8

126

234

36

256

454

350

1

237

326

3

940

358

746

1

629

467

0 1

335

444

14

22

083

022

70

896

061

48

860

82

99

757

59

977

015

2

245

238

3

510

149

2 1

101

948

1

062

038

9

480

48

22

872

726

- -

-

-

(203

264

442

) -

-

-

(1

182

660

4) (1

319

82)

-

-

-

-

-

-

-

-

-

411

891

992

1

972

027

66

21

867

967

34

343

037

49

23

549

35

180

577

954

2

460

856

6 1

131

910

68

12

168

578

14

050

049

32

672

25

-

16

905

977

37

744

94

12

484

11

35

139

06

28

685

38

- -

-

-

(214

175

449

) -

-

-

(1

621

500

0) (1

319

82)

-

-

-

-

-

-

-

-

85

619

460

86

265

969

327

(1

483

557

1) 8

813

079

842

4

047

294

966

409

249

836

(12

748

627)

44

437

961

75 4

369

283

667

Land

amp La

nd D

evel

opm

ent

Build

ing-

Fact

ory amp

Util

ityBu

ildin

g-Ot

hers

Shed

sPl

ant amp

Mac

hine

ryLa

bora

tory

Equi

pmen

tEle

ctric

al In

stall

ation

Gas L

ine

Inst

allati

onM

otor

Veh

icles

Office

Equi

pmen

tFu

rnitu

re amp

Fixt

ure

Com

pute

rSo

ftwar

eBo

unda

ry W

allDe

ep Tu

be-W

ell

Safe

ty amp

Secu

rity E

quipm

ent

Commu

nicatio

n and

Netwo

rk Equi

pment

Othe

r Ass

ets

Financial Statement 2018-2019

Statement of Financial Position - 74

Statement of Profit or Loss and other Comprehensive Income - 75 Statement of Changes in Equity - 76 Statement of Cash Flows - 77 Basis of Preparation and Presentation - 78 Application of IAS - 78 Employees Benefit Plan - 80 Financial Risk Management - 81 Related Party Transaction - 82 Property Plants and Equipment - 95

Square Texti les Ltd

Standalone

Standalone

SQUARE TEXTILES LIMITEDStatement of Financial PositionAs at June 30 2019

ASSETS

Non-Current Assets 6557711203 4994687046Property Plant amp Equipment- Carrying Value 04 5374733212 3001819096Capital Work In Progress 05 693644112 1408534071Investment - Long Term (At Cost) 06 489333879 584333879

Current Assets 6396837207 4430793243Inventories 07 2821819716 1478552169Accounts Receivable 08 2993583494 1999834667Advances Deposits amp Prepayments 09 264470342 391186509Short Term Loan 10 161617019 123843099Cash amp Cash Equivalents 11 155346636 437376799

TOTAL ASSETS 12954548410 9425480289

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 7224422027 5386033532Share Capital 12 1972520000 1878590480Retained Earnings 13 5251902027 3507443052

Non-Current Liabilities 235701174 128579505 Deferred Tax Liability 14 235701174 128579505

Current Liabilities amp Provisions 5494425209 3910867252Short Term Bank Loan (Secured) 15 3055112511 2897754665Creditors amp Others Payable 16 64229574 79467584Liabilities for Other Finance 17 135543502 116974941Short Term Loan 18 2168788505 724638161Provision for Income Tax 19 70751117 92031901

TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 12954548410 9425480289

Net Asset Value Per Share (Restated) 3663 2731

STxL Annual Report 2018-201974

Particulars Note June 302018Taka

June 302019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Standalone

SQUARE TEXTILES LIMITEDStatement of Profit or Loss and other Comprehensive IncomeFor the Year Ended June 30 2019

SALES REVENUE 20 8896244091 6367124698

Cost of Goods Sold 21 (7944893270) (5695595049)

GROSS PROFIT 951350821 671529649

Administrative Expenses 22 (241149856) (221509044)

Selling and Distribution Expenses 23 (12351542) (5834014)

PROFIT FROM OPERATIONS 697849423 444186591

Finance Cost 24 (254157870) (86090059)

Non-Operating Income 25 14014592 7350278

PROFIT BEFORE WPPF amp WF 457706145 365446810

Allocation for WPPF amp WF 26 (21795531) (17402229)

PROFIT BEFORE TAX 435910614 348044581

Provision for Tax (Current) 27 (35860653) (38200677)

Provision for Tax (Deferred) (53587981) (18929976)

PROFIT AFTER TAX FOR THE YEAR 346461980 290913928

(Transferred to the Statement of Changes Equity)

Earning Per Share (EPS)-Restated 28 176 147

STxLAnnual Report 2018-2019 75

Particulars Notes 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

SQUARE TEXTILES LIMITED

Statement of Changes in EquityFor the Year Ended June 30 2019

Tk

Particulars

For the Year Ended June 30 2018

Standalone

Share Retained Total Capital Earnings

Balance as at June 30 2017 1789133790 3663812572 5452946362

Net Profit for the Year ended June 30 2018 - 290913928 290913928

Cash Dividend for the Year 2016-17 - (357826758) (357826758)

Stock Dividend for the Year 2016-17 89456690 (89456690) -

Balance As at June 30 2018 1878590480 3507443052 5386033532 Tk

Particulars

1878590480

-

-

93929520

-

1972520000

3507443052

346461980

(375718096)

(93929520)

1867644611

5251902027

5386033532

346461980

(375718096)

-

1867644611

7224422027

Balance as at June 30 2018

Net Profit for the Year Ended June 30 2019

Cash Dividend for 2017-18

Stock Dividend for 2017-18

Balance from Amalgamation of SQUARE Yarns Ltd

Balance As at June 30 2019

ShareCapital

RetainedEarnings Total

STxL Annual Report 2018-201976

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

SQUARE TEXTILES LIMITEDStatement of Cash FlowsFor the Year Ended June 30 2019

CASH FLOWS FROM OPERATING ACTIVITIES RECEIPTS Receipts from Sales Revenue 8164635258 5711888809Exchange Fluctuation Gain (Realization from Transection) 5569550 2793756 Receipts from Other Income 1928212 523971Total Receipts 8172133020 5715206536 PAYMENTS Payments to Suppliers (6883680753) (4333405344) Paid for Operating and Non-operating Expenses (1710317564) (1569169828) Interest Expenses (214195591) (60997318) Income Tax (50318547) (43108098) Total Payments (8858512455) (6006680588) Net Cash Generated (Used in) from Operating Activities (686379435) (291474052) CASH FLOW FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant amp Equipment (1423584303) (1341726034)Paid for Non controlling Interest for Merger of SYL (9287050) - Net Cash Generated (Used in) from Investing Activities (1432871353) (1341726034)

CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (29219532) 1367067706Short Term Loan from (To) Sister Company 2176613443 687639278Payment of Dividend (375718096) (357826758)

Net Cash Generated (Used in) from Financing Activities 1771675815 1696880226 Increase (Decrease) in Cash amp Cash Equivalents (347574973) 63680140Net effect of foreign currency translation 1834630 613204Opening Cash amp Cash Equivalents 437376799 373083455Cash Balance of SYL from Merger 63710180 - CLOSING CASH amp CASH EQUIVALENTS Tk 155346636 437376799

Net Operating Cash flows per Share (Restated) (348) (148)

Standalone

STxLAnnual Report 2018-2019 77

Particulars 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Standalone

SQUARE TEXTILES LIMITEDSQUARE TEXTILES LIMITEDNotes to the Separate Financial StatementsAs at and for the year ended June 30 2019

1ESTABLISHMENT AND OPERATIONS

11 LEGAL FORM OF THE ENTERPRISES

Square Textiles Limited (Here in after said as the company) is a public limited company incorporated with the Registrar of Joint Stock Companies and Firms Dhaka Bangladesh under Companies Act 1913 The principal activities of the company are described in notes 13

12 ADDRESS OF REGISTERED OFFICE AND FACTORY OF THE COMPANY

The address of the registered office at Square Centre 48 Mohakhali CA Dhaka -1212 Factory at Saradaganj Kashimpur Gazipur and Olipur Habiganj

13 NATURE OF BUSINESS

The company owns Five (5) units of spinning mills and a twisting mill Its activities and operations are related with manufacturing and marketing of Yarns

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATERIAL INFORMATION

21 STATEMENT OF COMPLIANCE

The financial statements have been prepared in conformity with the provisions of the Companies Act 1994 The Securities and Exchanges Rules 1987 and other relevant rules and regulations

22 BASIS OF PREPARATION

The financial statements have been prepared in accordance with the going concern principle and historical cost convention The significant accounting policies are set out below

23 STATEMENT ON COMPLIANCE OF INTERNATIONAL ACCOUNTING STANDARDS

The following IASs and IFRSs are applicable for the financial statements for the year under review

IAS 1 Presentation of Financial StatementsIAS 2 InventoriesIAS 7 Statement of Cash FlowsIAS 8 Accounting Policies Changes in Accounting Estimates and ErrorsIAS 10 Events after the Reporting PeriodIAS 12 Income TaxesIAS 16 Property Plant and EquipmentIAS 19 Employee BenefitsIAS 21 The Effects of Changes in Foreign Exchange RatesIAS 23 Borrowing CostsIAS 24 Related Party DisclosuresIAS 33 Earnings per ShareIAS 34 Interim Financial ReportingIAS 36 Impairment of Assets IAS 37 Provisions Contingent Liabilities and Contingent AssetsIFRS 3 Business Combination IFRS 5 Non-Current Assets Held for Sale amp Discontinued OperationsIFRS 7 Financial Instruments DisclosureIFRS 8 Operating SegmentsIFRS 12 Disclosures of interests in Other EntitiesIFRS 15 Revenue from Contracts with CustomersIFRS 16 Leases

STxL Annual Report 2018-201978

Standalone

24 GOING CONCERN

As per IAS-1 a company is required to make assessment at the end of each year to assess its capability to continue as going concern The 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 liabilities For this reason the Directors continue to adopt the going concern assumption while the financial statements have been prepared

25 ACCRUAL BASIS

The financial statements have been prepared except cash flow information using the accrual basis ofaccounting

26 STRUCTURE CONTENTS AND PRESENTATION OF FINANCIAL STATEMENTS

The presentation of the financial statements is in accordance with the guidelines provided by IAS-1 lsquorsquoPresentation of Financial Statementsrdquo A complete set of financial statements comprise

i) Statement of Financial Position as at June 30 2019ii) Statement of Profit or Loss and other Comprehensive Income for the year ended June 30 2019iii) Statement of Changes in Equity for the year ended June 30 2019iv) Statement of Cash Flows for the year ended June 30 2019 andv) Notes comprising a summary of significant accounting policies and other explanatory information to the Financial Statements for the year ended June 30 2019

27 STATEMENT OF CASH FLOWS

The Statement of Cash Flows is prepared using the direct method as stipulated in International Accounting Standards IAS-7 ldquoStatement of Cash Flowsrdquo

30 PROPERTY PLANT AND EQUIPMENT

As per IAS-16 Property Plant and Equipment are stated at their historical cost less accumulated depreciation No depreciation has been charged on the Freehold Land and on the Capital work in progress Depreciation is charged on all other assets on straight-line method Depreciation of an asset begins when it is available for use ie 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 ceases at the earlier of the date that the asset is classified as held for sale (or included in a disposal group that is classified as held for sale) in accordance with IFRS 5 and the date that the assets are derecognized

Depreciation is computed on the straight-line basis over the estimated useful lives as follows

Factory Building and other Construction

Plant amp Machinery

Laboratory amp other Equipment

Furniture amp Fixture

Motor Vehicles

Electrical Installation

Particulars Useful Life(Years)

20

10-15

5-8

5-8

5

5-8

STxLAnnual Report 2018-2019 79

Standalone

31 IMPAIRMENT OF ASSET

As per IAS-36 Revenue and Profitability of the company is Consistent and net worth of the company is growing every year that indicates our assets are performing at their highest as per our intended procurement and the summation of the discounted future cash flow from the operation of the assets would be positive if we dispose off those assets at the date of financial reporting But presently we have no intension to dispose off these assets As such we did not consider to recording the impairment lossgain

32 INVENTORIES

As per IAS-2 Inventories comprises of Raw Materials Raw Materials in transit Packing Materials Work in Progress Finished Goods Comber Noil and Spare amp Spare Parts in transit Inventories are valued at the lower of cost and net realizable value Cost comprises invoice value plus applicable handling charges Net realizable value is based on estimated selling price less estimated cost to completion and selling expenses

33 EMPLOYEESrsquo SEPARATION PLAN

Provident Fund

The company has established an approved contributory provident fund scheme A board of trustees wholly administers the fund No part of the fund is included in the asset of the group

Gratuity Fund

The Company operates an unfunded gratuity scheme The Company has applied for recognition of the gratuity fund from National Board of Revenue (NBR)

Group Insurance

The group has two group insurance schemes for its permanent employees premium for which is being charged to statement of comprehensive Income

Workerrsquos Profit amp Participation Fund

The company makes a regular allocation of 5 on net profit before tax to these funds and payment is made to the workerrsquos as per provision of Labor Law 2006 chapter-15

34 REVENUE RECOGNITION

As per IFRS-15 Revenue is recognized as control is passed either over time or at a point in time An entity recognizes revenue over time if one of the following criteria is met the customer simultaneously receives and consumes all of the benefits provided by the entity as the entity performs the entityrsquos performance creates or enhances an asset that the customer controls as the asset is created or the entityrsquos performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date

Income refers to increases in economic benefits during the accounting period in the form of inflows or enhancements of assets or decreases of liabilities that result in an increase in equity other than those relating to contributions from equity participants

35 OTHER INCOME

It is recognized when received

36 FOREIGN CURRENCY TRANSACTIONS

As per IAS-21 Transactions in Foreign Currencies are translated into BDT at the rate of exchange ruling on date of transaction Monetary assets and liabilities expressed in foreign currencies are translated into BDT at the rate of exchange ruling at the date of Statement of Financial position

37 BORROWING COSTS

As per IAS-23 Borrowing costs are recognized as expenses in the period in which they incurred and capitalized the same that incurred before commencement of commercial operation

STxL Annual Report 2018-201980

Standalone

38 FINANCIAL INSTRUMENTS

As per IFRS-7 Financial assets and liabilities are recognized on the Statement of Financial Position when the company has become a party to a contractual provision of the instrument

Receivables

Trade Receivables are stated at their nominal value and considered good No provision has been made for doubtful debt and no amount was written off as bad

Payables

Trade Payables are stated at their nominal value

Due to Due from related parties

Due to Due from related parties are stated at nominal value

Borrowings

Interest bearing bank loans and overdrafts are recorded at the proceeds received net of direct issue costs Finance charges are accounted for on an accrual basis

Financial Risk Management

The company has exposures to the following risks its use of financial statements

bull Credit riskbull Liquidity riskbull Market risk

The Board of Directors has overall responsibility for the establishment and oversight of the companyrsquos risk management framework The Board oversees how management monitors compliance with risk management policies and procedures and reviews the adequacy of the risk management framework in relation to risks faced by the group The Board is assisted in its oversight role by Audit Committee Internal audit under the purview of Audit Committee undertakes both regular and adhoc reviews of risk management controls and procedures the results of which are reported to the Audit Committee

Credit Risk

Credit risk is the risk of financial loss to the Company if a buyer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Companys receivable from customers and investment securities The Companys sales are made to renowned RMG Exporting Company Sales made to the entity are fully secured by Letters of Credit issued by local scheduled banks

Liquidity Risk

Liquidity risk is the risk that the Company will unable to meet its financial obligations as they fall due The Companys 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 Companys reputation In general 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 liquidityfund to make the expected payment within due date Moreover the Company seeks to maintain short term lines of credit with scheduled commercial banks to ensure payment of obligations in the event that there is insufficient cash to make the required payment

The requirement is determined in advance through cash flows projections and credit lines facilities with banks are negotiated accordingly

Seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

STxLAnnual Report 2018-2019 81

Standalone

Market Risk

Market Risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the Companys income or the value of its holding of financial instruments The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return

Capital Risk Management

The Companyrsquos objectives when managing capital are to safeguard the Companyrsquos ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Money Laundering

The company considers prevention of money laundering risk not only as a compliance requirement imposed by the law of the country but also as one of its ethical business values

39 LEASE

As per IFRS-16 The entity has no lease So there will be no implication regarding IFRS 16 in this financial year

310 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprises cash in hand bank currents accounts other bank deposits free of encumbrance and having maturity dates of three months or less from respective dates of deposit

311 TAXATION

Income tax expense represents the sum of the tax currently payable and deferred tax

Current Tax

The tax currently payable is based on taxable profit for the year Taxable profit differs from profit as reported in the statement of Comprehensive Income because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible in other years and it further excludes items that are never taxable or deductible The companyrsquos liability for current tax is calculated using tax rates that have been enacted on date of Statement of Financial Position

Deferred Tax

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the balance sheet liability method Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized based on tax rates (and tax laws) that have been enacted by the date of Statement of Financial Position

312 CONTINGENT LIABILITIES AND ASSETS

Current or possible obligations or assets arising from past events and whose existence is due to the occurrence or non-occurrence of one or more uncertain events which are not within the control of the company

313 RELATED PARTY TRANSACTION

The company has some related party transactions in arm length transactions with its sister concern

STxL Annual Report 2018-201982

Standalone

314 MERGED WITH SQUARE YEARNS LIMITED

As the project of Square Yarns Limited (SYL) is located within the premises of Square Textiles Limited (STxL) at Saradaganj Kashimpur Gazipur the separated operations of various aspects of SYL is a complex one Since STxL holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Board of Directors have recommended for amalgamation under provision of section 228 amp 229 of the Companies Act 1994

The process of merger

After approval of Board of Directors and consent of minority shareholders the Honrsquoble High Court Division of the Supreme Court of Bangladesh has sanctioned the scheme of amalgamation of Square Yarns Ltd (SYL) share with Square Textiles Ltd (STxL) on 29th October 2018 The merger has been executed with effect from January 01 2019

Purchase consideration

Square Textiles Limited holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Compensation of the minority shareholders is based on cash at a book value of shares as on 30 June 2017 subject to approval by the Court of Jurisdiction Honrsquoble High Court Division of the Supreme Court of Bangladesh

IFRS Followed for the Business Combination

IFRS-3 (Business Combinations) is mainly followed for the amalgamation of Square Yarns Ltd with Square Textiles Ltd on the basis of equity

AS per paragraph 5 of IFRS-3 ldquoApplying the acquisition method requires

(a) Identify the acquirer(b) Determining the acquisition date(c) Recognizing and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquire and(d) Recognizing and measuring goodwill or a gain from a bargain purchaserdquo

315 SEGMENT REPORTING

As per IFRS-8 As there is a single business and geographic segment within which the company operates as such no segment reporting is felt necessary

316 EARNINGS PER SHARE

As per IAS-33 Basis Earning per Share (EPS) has been computed dividing the earnings attributable to the weighted average number of the ordinary shares during the period

317 COMPARATIVE FIGURE

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 years financial statements Previous year comparative information of the Statement of Profit or Loss and other Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows are presented as unaudited

318 FINANCIAL YEAR

For this year financial year means July 01 2018 to June 30 2019

319 EVENTS AFTER THE REPORTING PERIOD

As per IAS-10 ldquoEvents after the Reporting Periodrdquo are those events favorable and unfavorable that occur between the end of the reporting period and the date when the financial statements are authorized for issue There are no events after the end of the reporting period

320 GENERAL

Figures have been rounded off to the nearest taka as it the reporting currency of these financials

STxLAnnual Report 2018-2019 83

4 PROPERTY PLANT amp EQUIPMENT TK 5374733212

Details of Property Plant amp Equipment and Depreciation as at June 30 2019 are shown in the annexed schedule-02 Depreciation for the year charged to Factory Overhead (Note-213) The break-up of the balances are depicted below

Fixed Assets at Cost Opening Balance 5985889409 5808792102Balance of SYL after Merger 1825727192 -Addition during the Year 2142853713 183407307Sale Obsolete during the Year (210214508) (6310000)Closing Balance(Cost) 9744255806 5985889409Accumulated Depreciation Opening Balance 2984070313 2750311205Balance of SYL after Merger 1205388269 -Charged during the Year 385899069 240069108Adjustment for saleObsolete (205835057) (6310000)Closing Balance 4369522594 2984070313Carrying Value 5374733212 3001819096

Tk

5 CAPITAL WORK IN PROGRESS TK 693644112 Opening Balance 1408534071 250215344 Addition during the Year 648499835 1339861443 Transfer to Property Plant amp Equipment (1363389794) (181542716) Closing Balance(Cost) 693644112 1408534071

The Capital work in progress includes Civil construction (Tk 265571949) Plant and Machinery (Tk 1024773048) and other Assets (Tk 73044797) This year it has been transferred to Non-current assets is completed and ready for use as per management intention

6 INVESTMENT- LONG TERM (AT COST) TK 489333879

This represents investments in shares of Square Yarns Ltd amp Square Texcom Ltd

a) Investment in Share of Square Yarns Limited - 95000000(950000 Shares of Tk 100 each)

b) Investment in Shares of Square Texcom Limited 65783760 65783760 (95000 Shares of Tk 100 each) c) Advanvce against Share Money Deposit of Square Texcom Limited 423550119 423550119 (95000 Shares of Tk 100 each) 489333879 584333879

1) Square Yarns Limited a Private limited company incorporated under Companies Act 1994 has Merged with Square Textiles Ltd from January 01 2019

2) Square Texcom Limited a private limited company incorporated under Companies Act 1994 a

Tk

STxL Annual Report 2018-201984

Tk

Particulars June 302018Taka

June 302019Taka

Notes Standalone

7 INVENTORIES TK 2821819716 Stocks of Raw Materials 2587607181 1267037971

Raw Materials 2157356247 987719563Raw Materials In Transit 95897741 77114929Packing Materials 17022366 10534616Work - in - process 118430636 42694518Finished Goods 198900191 148974345 Stocks of Spares 234212535 211514198

Spares at Store 227623673 194217841 Spares in Transit 6588862 17296357 Tk 2821819716 1478552169

The basis of valuation is stated in Note -32 carrying amount of inventories pledged as security 8 ACCOUNTS RECEIVABLE TK 2993583494

This represents invoice value of goods delivered to customer This is considered good and collectible

Aging of the above balance is as follows Below 60 days 1384809142 864286947 Within 61-120 days 1181647848 902795356 Above 120 days 427126504 232752364 Tk 2993583494 1999834667

a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person b) The carrying amount of Trade Debtors pledged as security c) Accounts Receivable is secured considered as good and is falling due within one year Classification schedule as required by Schedule XI of Companies Act 1994

9 ADVANCES DEPOSITS amp PREPAYMENTS TK 264470342

This is made up of the followings Advances 193246899 334833685

Income Tax 43637491 125021010Salary amp PF Current account 1181000 1995000 Other Expenses 17173605 14458064 Suppliers amp Contractor 131254803 193359611

Deposits 71223443 56352824 Security Deposit 63127583 49539729

Margin of Bank Guarantee 8095860 6813095 Tk 264470342 391186509

(a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person (b) There was no amount was due by the associated undertaking (c) The advances amp deposits considered good amp recoverable 10 SHORT TERM LOAN TK 161617019

Loan To Square Texcom Limited 161617019 123843099 Short Term Loan Given 161617019 123843099

The above amount is unsecured but considered good and bears interest 1 above the commercial Banks interest rate

STxLAnnual Report 2018-2019 85

Particulars June 302018Taka

June 302019Taka

12SHARE CAPITAL TK 1972520000

This is made up of the followingsAuthorized300000000 Ordinary Shares of Tk 1000 each 3000000000 3000000000

Issued Subscribed and Paid upOpening Balance 1878590480 1789133790Bonus Share Issued 93929520 89456690(9392952 Ordinary Shares of Tk 1000 each fully Paid up) 1972520000 1878590480

11 CASH amp CASH EQUIVALENTS TK 155346636

This is made up of the followings Cash in Hand 4717640 5619110 Cash at Bank 150628996 431757689 Tk 155346636 437376799

Foreign currency account balances have been converted to Taka at the ruling rate at the reporting date

Shareholders Group Number of Investors Number of Shares

SponsorsDirectors 7 121959707 62 62Foreigners 5 6572330 3 6 Institutions 238 41857739 21 19 General Public 17194 26862224 14 13Total 17444 197252100 100 100

Percentageof ShareHolding

2018-2019

Percentageof ShareHolding

2017-2018

Distribution schedule of each class of equity security setting out the number of holders and percentage as on June 30 2019

The position of shareholders as on June 30 2019 is as follows

Less than 500 shares500 to 5000 shares5001 to 10000 shares10001 to 20000 shares20001 to 30000 shares30001 to 40000 shares40001 to 50000 shares50001 to 100000 shares100001 to 1000000 sharesOver 1000000 shares

As per FolioNo of holders Holdings No of holders Holdings

Range of Holdings As per BO ID Total shareHolding In

Total

1081471 6162011 3060520 3543547 1871659 1468145

898718 3076833

14476740 94723423

130363067

1387525 6467477 3119367 3601999 1926137

1533907 1039509 3416526

16907255 157852298 197252000

070328158183098078053173857

800310000

306054 305466

58847 58452 54478 65762

140791 339693

2430515 63128875 66888933

89703762

439255

784320455211

13675

3464268

84223459

3769

Tk

STxL Annual Report 2018-201986

Particulars June 302018Taka

June 302019Taka

Notes Standalone

13 RETAINED EARNINGS TK 5251902027Opening Balance 3507443052 3663812572Add Net income during the Year 346461980 290913928Less Cash Dividend paid during the Year (375718096) (357826758)Less Appropriation for stock dividend during the Year (93929520) (89456690)Add Balance from Amalgamation of SQUARE Yarns Ltd 1867644611 - 5251902027 350744305214 DEFERRED TAX LIABILITY TK 235701174 Opening Balance 128579505 109649529Deferred Tax Liabilities of SYL after Merger 53533688 -Deferred Tax Liabilities 53587981 18929976Closing Balance 235701174 128579505

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

a) Deferred Tax Liability is arrived at as follows Carrying Value of Depreciable Fixed Assets 4734224195 2367972537Less Tax Base Carrying Value (3162883038) (1510775836)Taxable Temporary Difference 1571341157 857196701Tax Rate 1500 1500Closing Deferred Tax Liability 235701174 128579505Less Opening Deferred Tax Liability (128579505) (109649529)Less Deferred tax Liabilities of SYL after Merger (53533688) -Deferred Tax (Income) Expense 53587981 18929976

15 SHORT TERM BANK LOAN (SECURED) TK 3055112511 Bank Overdraft 15264 5569544Revolving Loan 800000000 - Loan ag Export Bill Discount 616960527 -Deferred LC Loan 1638136720 2892185121 3055112511 2897754665

These short term loans are secured against hypothecation of Stock and Accounts Receivable

16 CREDITORS amp OTHERS PAYABLE TK 64229574 Creditors amp Others Payable 64229574 79467584 64229574 79467584

This represents amount payable to regular suppliers of packing materials utilities and other services rendered to the company All suppliers were paid on a regular basis

17 LIABILITIES FOR OTHER FINANCE TK 135543502 Retention Money 238218 1714756WPPF amp Other Fund 21795531 17402229Provision for Gratuity 30026145 -Others 83483608 97857956 135543502 116974941

18 SHORT TERM LOAN TK 2168788505

This is made up as follows Loan From Sqaure Pharma Ltd 2168788505 1385741Loan from Square Yarns Ltd - 723252420Short Term Loan Received 2168788505 724638161

Tk

Tk

STxLAnnual Report 2018-2019 87

Particulars June 302018Taka

June 302019Taka

Kg

Kg

Kg

Tk

20 SALES TK 8896244091

Sales Comprises the following In Quantity (KG) Opening Stock 621995 451690Balance from Square Yarns Ltd after Merger 142535 -Production during the Year 33622604 22925478Available for Sale 34387134 23377168Closing Stock (778048) (621995)Sales during the year 33609086 22755173(To be accounted for as follows)

Sales Accounted as followsExport Sale of Yarns 33609086 22755173

In TakaExport Sale of Yarns 8896244091 6367124698 8896244091 6367124698

19 PROVISION FOR INCOME TAX TK 70751117

Opening Balance 92031901 182829429Provision for tax Liabilities of SYL after Merger 101744149 -Adjustment with Advance Tax (158885586) (128998205)Provision made for the period 35860653 38200677 Closing Balance 70751117 92031901 Tk

Tk

Tk

Kg

21 COST OF GOODS SOLD TK 7944893270

This is arrived as follows Raw Materials Consumed (Note-211) 6040169162 4139044400Packing Materials Consumed (Note-212) 85725202 60165053Factory Overhead (Note- 213) 1890941844 1532471751Cost of Goods Manufactured 8016836208 5731681204Work-In-Process (Opening) 42694518 59965200Balance from Square Yarns Ltd after Merger 21309456 -Work-In-Process (Closing) (118430636) (42694518)Cost of Production 7962409546 5748951886Finished Goods (Opening) 148974345 95617508Balance from Square Yarns Ltd after Merger 32409570 -Finished Goods (Closing) (198900191) (148974345)Cost of Goods Sold 7944893270 5695595049

211 RAW MATERIALS CONSUMED TK 6040169162This is arrived as follows In Quantity(KG) Opening Stock 5489560 4944183Balance from Square Yarns Ltd after Merger 1020315 -Purchase during the year 43559269 25293343Raw Materials Available for Consumption 50069144 30237526Closing Stock (13938950) (5489560)Raw Materials Consumed 36130194 24747966 In Taka Opening Stock 987719563 898396232Balance from Square Yarns Ltd after Merger 384898444 -Purchase during the year 6824907402 4228367731Raw Materials Available for Consumption 8197525409 5126763963Closing Stock (2157356247) (987719563)Raw Materials Consumed 6040169162 4139044400

STxL Annual Report 2018-201988

Particulars June 302018Taka

June 302019Taka

Notes Standalone

Tk

213 FACTORY OVERHEAD TK 1890941844

Factory Wages Salary amp Allowances 661387598 450721594Travelling amp Conveyance 207830 44614Overseas Travelling 430311 74089Recruitment amp Training Expenses 85417 54128Printing Expenses 212586 134378Stationery Expenses 1413673 1053633Software amp Hardware Support Expenses 2135815 2706564Production Workers Free Lunch 3415844 3015008Uniform amp Liveries 312376 196760Fuel Petrol Light Diesel etc 50462674 128243449Electricity Gas amp Water 542049700 482485291Factory Consumable Expense 38936851 38931107Medical Expenses 986078 546904Repairs amp Maintenance of Vehicles 12622607 13433252Papers Books and Periodicals 47430 14810Industrial All Risk Insurance Premium 12901183 8018556Postage Telephone Fax amp Telex 322295 172732GovtTax VAT amp License Fees 3028921 2265498Security Services 12022875 9480475Spare Parts - Machinery 161055120 150006480Group Insurance 1005591 803321Depreciation (Schedule-1) 385899069 240069108Total 1890941844 1532471751Tk

212 PACKING MATERIALS CONSUMED TK 85725202 This is arrived as follows Opening Stock 10534616 5547666Balance from Square Yarns Ltd after Merger 1571692 -Purchase during the Year 90641260 65152003Available for production 102747568 70699669Closing Stock (17022366) (10534616)Packing Materials Consumed 85725202 60165053

22 ADMINISTRATIVE OVERHEAD TK 241149856Salary and Allowances 103615094 108724229Directors Remuneration 39316356 35765796Travelling amp Conveyance 787255 742403Overseas Travelling 45579569 29503189Recruitment amp Training Expenses 498034 537760Head Office Employees Free Lunch 1420763 1704421Uniform amp Liveries 144862 127474Printing Expenses 457113 373937Stationery Expenses 141316 602440Software amp Hardware Support Expenses 2154485 1788846Postage Telephone Fax amp Telex 446807 401380Electricity Gas amp Water 3155391 2080483Office Consumable Expense 2205529 2733279Rental Expenses 13110862 9080468Vehicles Running amp Maintenance 9536650 12259975Medical Expenses 648382 364123Group Insurance 447475 396097Bank Charges amp Commission 3155465 607384Fees amp Subscription 9176769 10798087Security Service 463185 468840Govt Tax Stamp Duty amp Licence Fees 2757142 581295Annual General Meeting Expenses 1390277 1536628Audit Fees 541075 330510Total 241149856 221509044

a) Audit Fees represent auditors remuneration for audit of the Companys Financial Statements for the Year ended Tk

STxLAnnual Report 2018-2019 89

Particulars June 302018Taka

June 302019Taka

This is arrived as follows Export Sale Expenses 8793560 4852662Loading amp unloading 3557982 981352Total Tk 12351542 5834014

24 FINANCE COST TK 254157870 Interest on Short Term Loan 254157870 86090059 Tk 254157870 86090059

Interest expenses is derived from short-term loan and is recognized on an accrual basisThe finance cost includes no interest on any sort of borrowing from directors including managing director and managers

25 NON-OPERATING INCOME TK 14014592This is made up as follows Interest Income 5047362 3943318GainLoss on Disposal of Assets 1563049 -Forex Exchange Rate Fluctuation Gain (Loss) 7404181 3406960 14014592 7350278

26 ALLOCATION FOR WPPF amp WF TK 21795531

Tk 21795531 17402229

This represents 5 of Net Income before Tax after charging the allocation as per provisions of the Companies Profit under Labour Law 2016

27 PROVISION FOR INCOME TAX FOR THE YEAR TK 35860653

Tk 35860653 38200677

This represents estimated Income Tax on Net Income for the year and adjustment any shortexcess provision for prior years

28 EARNINGS PER SHARE (EPS)

The Computation is given below

Earning attributable to Ordinary Shares including other income 346461980 290913928Number of Ordinary shares 197252000 197252000Earnings Per Share (EPS) 176 147

Tk

23 SELLING amp DISTRIBUTION OVERHEAD TK 12351542

Tk

STxL Annual Report 2018-201990

Particulars June 302018Taka

June 302019Taka

Notes Standalone

2801 NET ASSET VALUE (NAV) PER SHARE The Computation is given below

Equity Attributable to the Owners of the Company 7224422027 5386033532Number of Ordinary shares 197252000 197252000

Net Asset Value (NAV) Per Share 3663 2731

2802 NET OPERATING CASH FLOWS PER SHARE (NOCFPS)

The Computation is given below Net Cash Generated (Used in) from Operating Activities (686379435) (291474052)Number of Ordinary shares 197252000 197252000 Net Operating Cash flows per Share (NOCFPS) (348) (148)

2803 RECONCILIATION OF NET PROFIT WITH CASH FLOWS FROM OPERATING ACTIVITIES

The Computation is given below Profit After Tax 346461980 290913928

ADJUSTMENT TO RECONCILE NET PROFIT TO NET CASH PROVIDED BY OPERATING ACTIVITIES

Non-cash Expenses 439487050 258999084Depreciation 385899069 240069108Deferred Tax 53587981 18929976 Non-Operating Items 38481232 (181591)Interest Expenses (Income) on Sister Company Loan 40315862 431613Net effect of foreign currency translation (1834630) (613204) Changes in working Capital (1510809697) (841205473)(Increase)Decrease in Inventories (791902028) (151858905)(Increase)Decrease in Accounts Receivable (731608833) (655235889)(Increase)Decrease in Advances Deposits amp Prepayments 172463124 74070702Increase(Decrease) in Creditors amp Others Payable (45062380) 14083073Increase(Decrease) in Liabilities for Other Finance 8325352 (31466926)Increase(Decrease) in Income Tax Payable (123024932) (90797528) Net Cash Generated (Used in) from Operating Activities (686379435) (291474052)

STxLAnnual Report 2018-2019 91

Particulars June 302018Taka

June 302019Taka

29 APPROPRIATION DURING THE YEAR

The appropriations for the year 2017-18 have been reflected in the Statement of Changes in Equity The Board of Directors proposed cash dividend of Tk 2 (Taka Two) only per share for the year 2018-19 It will be recognized as liability in the accounts as and when the proposal approved by the shareholders in the Annual General Meeting (AGM) The total amount of Proposed Cash Dividend for the year 2018-19 is calculated at Tk 394504000

30NUMBER OF EMPLOYEES

The Number of employees and expenses incurred for employees during the year as follows No of Employees Below Tk 7188000 pa - - Tk 7188000 and Above 3965 2427 3965 2427

Amount in Taka Below Tk 7188000 pa - -Tk 7188000 and Above 765002692 559445823 765002692 559445823

There is no SalaryWagesRemuneration below Tk5990- per month with wef May 2018

Tk

31 KEY MANAGEMENT PERSONNEL COMPENSATION

During the year the amount of compensation paid to Key Management Personnel including Board of Directors is as under (As para 17 of IAS 24)

Short Term Employee Benefits 105681755 102961001Post Employment Benefits 7380189 5544772Other Long Term Benefits - - Termination Benefits - - Share Based Payment -

32CAPITAL EXPENDITURE COMMITMENT Contract for capital expenditure are being executed by the Contractors and running bills are accounted for but the unfinished contracts has not been reflected in this Financial Statements

33 CLAIM ACKNOWLEDGEMENT

There was no claim against the Company not acknowledged as debt as on June 30 2019

34 CONTINGENT LIABILITY 341 Contingent Liability of the Company was Tk 1297220698- as on June 30 2019 for opening LCs by the banks in favour of foreign suppliers for raw materials and spares

342 There was no facts and figures for which the company has contingent liability to any party other than to Banks as on June 30 2019

STxL Annual Report 2018-201992

Particulars June 302018Taka

June 302019Taka

Notes Standalone

35 PRODUCTION CAPACITY AND UTILIZATION

Capacity Installed No of Spindles Installed 122976 81648No of Rotor Heads Installed 3960 3960No of Vortex Heads Installed 2784 672

Capacity Utilised No of Spindles Operated 122976 81648No of Rotor Heads Operated 3960 3960No of Vortex Heads Operated 2784 672

Production Target (In Kg) -At Equivalent 30s Count (Ring Yarn) 18171216 9944673- At Equivalent 14s Count (OE Yarn) 9042222 10043927- At Equivalent 30s Count (Vortex Yarn) 7927500 2450000 35140938 22438600

Actual Production (In Kg) -At Equivalent 30s Count (Ring Yarn) 17617160 9400675- At Equivalent 14s Count (OE Yarn) 8722390 9810863- At Equivalent 30s Count (Vortex Yarn) 7642423 2388957 33981973 21600495

During the last few years we had to face hard competition in the national amp international market To cope with the situation we have adopted multiple product mix to attain high margin as strategy of value addition through product differentiation Hence we have restated the production capacity installation criterion and actual production quantity to make them (The production data) equivalent amp comparable

36 DIVIDEND PAID TO THE SHAREHOLDERS

During the year under review total cash dividend amounting to Tk 375718096 has been paid to the shareholders

37 CREDIT FACILITY There was no credit facility available to the Company under any contract other than bank credit facility and trade credit available in the ordinary course of business

38 EVENT AFTER THE BALANCE SHEET DATE Events after the reporting date that provide additional information about the Companys position at the reporting date are reflected in the financial statements Events after the reporting date that are not adjusting events are disclosed in the notes when material

STxLAnnual Report 2018-2019 93

Particulars June 302018Taka

June 302019Taka

Tk

Tk

39 RELATED PARTY TRANSACTION During the year the Company carried out a number of transactions with related parties in the normal course of business and on an arms length basis The name of related parties nature of relationship and their total value have been set out in accordance with the provisions of IAS 24 Related Party Disclosure Transaction with Sqaure Pharma Ltd (SPL)

Total Received during the year (3061606816) (93100563)Total Paid during the year 892818311 91714822 Closing Balance- Receivable (Payable) (2168788505) (1385741)

Transaction with Square Yarns Ltd (SYL) Total Received during the year (876285713) (798264528)Total Paid during the year 876285713 75012108 Closing Balance- Receivable (Payable) - (723252420)

Transaction with Square Texcom Ltd (STcL) Total Received during the year (130056473) (64625981)Total Paid during the year 291673492 188469080 Closing Balance- Receivable (Payable) 161617019 123843099

Transaction with Aegis Services Ltd(ASL) Total Service Received during the year (14459802) (9648537)Total Paid during the year 14459802 9648537 Closing Balance- Receivable (Payable) - - Transaction with Square Informatix Ltd(SIL) Total Service Received during the year (4634990) (9716257)Total Paid during the year 4634990 9716257 Closing Balance- Receivable (Payable) - -

Tk

Tk

Tk

Tk

Tk

Tk

Transaction with Square Hospitals Ltd(SHL) Total Service Received during the year (1443070) (423274) Total Paid during the year 1443070 423274 Closing Balance- Receivable (Payable) - -

Transaction with Square Fashions Ltd(SFL) Total Received during the year (641034460) (975593483) Total Goods Delivered during the year 960267603 1163792468 Closing Balance- Receivable (Payable) 319233143 188198985

Transaction with Square Denims Ltd (SDL) Total Received during the year (351425562) (293316287) Total Goods Delivered during the year 527379307 459213857 Closing Balance- Receivable (Payable) 175953745 165897570 Transaction with Square Apparels Ltd(SApL) Total Received during the year (124156287) (165245535)Total Goods Delivered during the year 229716558 298653172 Closing Balance- Receivable (Payable) 105560271 133407637

Tk

40 APPROVAL OF ACCOUNTS

These financial statements have been approved by the board on October 22 2019

STxL Annual Report 2018-201994

Particulars June 302018Taka

June 302019Taka

Notes Standalone

SQU

ARE

TEX

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S LI

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EDSc

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y P

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and

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ring t

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ICULA

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Balan

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Amalg

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on

Janua

ry 1

2019

Balan

ce of

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on

Janua

ry 1

2019

At 30

th Jun

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At 01

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At 30

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As at

June

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As at

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92 -

59

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09

580

879

210

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1428

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3

1834

0730

7

(210

214

508

) (6

3100

00)

974

4255

806

598

5889

409

298

4070

313

275

0311

205

120

5388

269 -

436

9522

594

298

4070

313 5

374

733

212

3

0018

1909

6

(205

8350

57)

(631

0000

)

3858

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9

2400

6910

8

Land

amp La

nd D

evelo

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ry Eq

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Commu

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rk Equi

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r Ass

ets

633

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559

6

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Financial Statement 2018-2019

Directorsrsquo Report - 97 Auditorsrsquo Report - 99 Statement of Financial Position - 100

Statement of Profit or Loss and other Comprehensive Income - 101 Statement of Changes in Equity - 102 Statement of Cash Flows - 103

Square Texcom Ltd

Subsidiary

I have the pleasure on behalf of the Board of Directors to submit to you its Report along with its audited accounts containing the Statement of Financial Position as of June 30 2019 Statement of Profit or loss and other Comprehensive Income Changes in Equity and Cash Flows for the year ended June 30 2019 and the Auditors Report thereon in terms of the provisions of section 184 of the Companies Act 1994 and IAS codes OPERATIONAL RESULTS

The operational performance during the years 2017-2018 and 2018-2019 are as follows

In million Particulars 2018-19 2017-18

Turnover 93472 87964 Gross Profit 9679 9665 Net Profit (AT) 2008 3428 Gross Margin 1035 1099 Net Margin (AT) 215 390 Earning Per Shares 20082 34275 Par value Tk 100

The above reveals that the Turnover and Gross Profit increased by 626 015 respectively but Net Profit (AT) decreased by 4141 during year under review MARKET OPERATIONS

Similar to the Square Textiles Limited Square Texcom Limited has been also based on exports at almost 100 level with less than significant local sales This is in line with the grouprsquos policy of export production in the greater interest of the Company

SHAREHOLDING

The Company has issued total of 100000 share of Tk 100 each The present share-holding pattern of the company is as follows

Name of the Shareholders

Shareholding (shares)

()

Mr Samuel S Chowdhury 1166 1166

Mr Tapan Chowdhury 1166 1166

Mr Anjan Chowdhury 1166 1166

Mrs Ratna Patra 1166 1166

Mrs Anita Chowdhury 336 0336

Ms Square Textiles Ltd 95000 9500

Total - 100000 10000

On the basis of the above shareholdings Square Texcom Ltd has the status of subsidiary to Square Textiles Limited BOARD OF DIRECTORS

The following persons are the Members of the Board of Directors of the Company Mr Samuel S Chowdhury Chairman Mrs Ratna Patra Vice-Chairman Mr Anjan Chowdhury Managing Director Mr Tapan Chowdhury Director Mrs Nihad Kabir Director (Nominee of Square Textiles Ltd) Assets Turnover Profit Tk in million

SQUARE TEXCOM LIMITED

Directorsrsquo Report to the Members for the year ended 30 June 2019

STxLAnnual Report 2018-2019 97

2008

CAPITAL EXPENDITURE

A contract for capital expenditure are being executed by the Contractors and running bills are accounted for but the unfinished contracts has not been reflected in this Financial Statements

APPROPRIATION OF PROFIT Though the Company earned a respectable level of profit Tk 20082 per share the Board of Directors decided to transfer the entire profit to the General Reserve for ploughing back in the long term interest of the shareholders As such the Board of Directors did not recommend for declaration of any dividend for the year 2018-2019 FINANCIAL POSITION

The Statement of Financial Position as on 30 June 2019 Statement of Profit or Loss and other Comprehensive Income Change in Equity and Cash Flows ended at 30 June 2019 are place herewith APPOINTMENT OF AUDITORS

Ms Chowdhury Bhattacharjee amp Co Chartered Accountants Auditors of the Company retire at this Annual General Meeting and being eligible have offer themselves for appointment as Auditors for the year 2019-2020 and re-fixation of their remuneration

ACKNOWLEDGEMENT

The Board of Directors thankfully acknowledge the devotion and dedication of all the workers employees and officers without which the Companyrsquos operation could not have attained the successes as reported above The Board also record with appreciation the support service and co-operation rendered by all concerned Samuel S Chowdhury Chairman

Square Texcom Limited Directorsrsquo Report

STxL Annual Report 2018-201998

AUDITORS REPORTIndependent Auditors Report to the Shareholders ofSquare Texcom Limited

Opinion

We have audited the accompanying Financial Statements of Square Texcom Limited which comprises the Statement of Financial Position as at 30 June 2019 Statement of Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows for the year then ended and Notes to the Financial Statements including a summary of significant accounting policies

In our opinion the Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) give a true and fair view of the state of the companyrsquos affairs as at 30 June 2019 and of the results of its operations and its Cash Flows for the year then ended and comply with the Companies Act 1994 and other applicable laws and regulations

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) Our Responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report We are independent of the Company in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevent to our audit of the Financial Statements and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with International Financial Reporting Standards (IFRSs) the Companies Act 1994 and other applicable laws and regulations This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of 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

In preparing the Financial Statements management is responsible for assessing the Companys ability to continue as a going concern desclosing as applicable matters related to Going Concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so

Those charged with govrnance are responsible for overseeing the Companys financial reporting process

Auditors Responsibilities for the Audit of the Financial Statements

Our responsibility is to express an opinion on these Financial Statements based on our audit We conducted our audit in accordance with International Standards on Auditing (ISA) Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 auditorrsquos 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 entityrsquos 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 entityrsquos internal control An audit also includes evaluating 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

Place DhakaDated October 01 2019

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of account as required by law have been kept by Square Texcom Limited so far as it appeared from our examination of those books and

The Companyrsquos Statement of Financial Position Statement of Comprehensive Income and its Statement of Cash Flows dealt with by the report are in agreement with the books of account

(i)

(ii)

(iii)

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

Further to our opinion in the above paragraph we state that

STxLAnnual Report 2018-2019 99

SQUARE TEXCOM LIMITEDStatement of Financial PositionAs at June 30 2019

ASSETS NON-CURRENT ASSETS 669463993 707305663Property Plant amp Equipment- Carrying Value 638367040 690592118Capital Work In Progress 31096953 16713545

CURRENT ASSETS 598985345 460008024Inventories 286949732 166614746Accounts Receivable 261286264 216416781Advances Deposits amp Prepayments 25463273 24687001Cash amp Cash Equivalents 25286076 52289496 TOTAL ASSETS Tk 1268449338 1167313687

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 298774127 278691935Share Capital 10000000 10000000Retained Earnings 288774127 268691935 NON-CURRENT LIABILITIES 467176130 459166119Share Money Deposit 423550119 423550119Deferred Tax Liability 43626011 35616000 CURRENT LIABILITIES amp PROVISIONS 502499081 429455633Short Term Bank Loan (Secured) 315747122 285746054Creditors amp Others Payable 7347077 8830192Liabilities for Other Finance 9630636 6610187Short Term Loan 161617019 123843099Provision for Income Tax 8157227 4426101 TOTAL SHAREHOLDERS EQUITY amp LIABILITIES Tk 1268449338 1167313687

Net Asset Value Per Share 298774 278692

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxL Annual Report 2018-2019100

Particulars June 302018Taka

June 302019Taka

SQUARE TEXCOM LIMITEDStatement of Profit or Loss and Other Comprehensive IncomeFor the Year ended June 30 2019

SALES REVENUE 934721283 879640842

Cost of Goods Sold (837931175) (782995713)

GROSS PROFIT 96790108 96645129

Administrative Expenses (31431439) (37124155)

Selling amp Distribution Expenses (2329503) (1767531)

PROFIT FROM OPERATION 63029166 57753443

Finance Cost (25947910) (14474368)

Non-operating Income 980645 374424

PROFIT BEFORE WPPF amp WF 38061901 43653499

Allocation for WPPF amp WF (1812471) (2078738)

PROFIT BEFORE TAX 36249430 41574761

Provision for Tax (Current) (8157227) (2105611)

Provision for Tax (Deferred) (8010011) (5193958)

PROFIT AFTER TAX FOR THE PERIOD Tk 20082192 34275192

(Transferred to the Statement of Changes in Equity)

No of Share=100000

Earnings Per Share(EPS) 20082 34275

Subsidiary

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxLAnnual Report 2018-2019 101

Particulars 2017-2018Taka

2018-2019Taka

SQUARE TEXCOM LIMITEDStatement of Changes in EquityFor the Year Ended June 30 2019

For the Year Ended June 30 2018

Share CapitalParticulars

Balance as at June 30 2018

Net Profit for the Year ended June 302019

Balance as at June 30 2019

Retained Earnings Total Tk

10000000

-

268691935

20082192

28877412710000000

278691935

298774127

Share CapitalParticulars

Balance as at June 30 2017

Net Profit for the Year ended June 302018

Balance as at June 30 2018

Retained Earnings Total Tk

10000000

-

234416743

34275192

26869193510000000

244416743

34275192

278691935

20082192

STxL Annual Report 2018-2019102

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Particulars 2017-2018Taka

2018-2019Taka

SQUARE TEXCOM LIMITEDStatement of Cash FlowsFor The Year Ended June 30 2019

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 889851800 799539946Exchange Fluctuation Gain (Realization from Transection) 799096 128559 Receipts from Other Income 19103 47474 Total Receipts 890669999 799715979 Payments to Suppliers (716964238) (616770814)Paid for Operating amp Non-operating Expenses (217812647) (244384347)Interest Expenses Paid (22272712) (7260070)Income Tax Paid (3653792) (5706713)Total Payments (960703389) (874121944) Net Cash Flow From (Used in) Operating Activities (70033390) (74405965) CASH FLOWS FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant and Equipment (20225264) (40424867) Net Cash Generated (Used in) from Investing Activities (20225264) (40424867) CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) 30001068 48131629Short Term Loan from (To) Sister Company 33091720 20746350 Net Cash Generated (Used in) from Financing Activities 63092788 68877979 Increase (Decrease) in Cash amp Cash Equivalents (27165866) (45952853)Net effect of foreign currency translation 162446 198391Opening Cash amp Cash Equivalents 52289496 98043958CLOSING CASH amp CASH EQUIVALENTS Tk 25286076 52289496

Net Operating Cash Flows Per Share (70033) (74406)

Subsidiary

STxLAnnual Report 2018-2019 103

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

AUDITORS REPORTIndependent Auditors Report to the Shareholders ofSquare Yarns LimitedOpinion We have audited the accompanying Financial Statements of Square Yarns Limited which comprises the Statement of Financial Position as at 31 December 2018 Statement of Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows for the period then ended and Notes to the Financial Statements including a summary of significant accounting policies

In our opinion the Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) give a true and fair view of the state of the companyrsquos affairs as at 31 December 2018 and of the results of its operations and its Cash Flows for the period then ended and comply with the Companies Act 1994 and other applicable laws and regulations

Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report We are independent of the Company in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the Financial Statements and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Key Audit Matters We draw attention to Note 2 (p) to the Financial Statements which describes that the company is under process for amalgamation with Square Textile Limited under provision of Section 228 amp 229 of the Companies Act 1994 Our opinion is not qualified in respect of these matters

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with International Financial Reporting Standards (IFRSs) the Companies Act 1994 and other applicable laws and regulations This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of 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

In preparing the Financial Statements management is responsible for assessing the Companys ability to continue as a going concern disclosing as applicable matters related to Going Concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so

Those charged with governance are responsible for overseeing the Companys financial reporting process

Auditors Responsibilities for the Audit of the Financial Statements

Our responsibility is to express an opinion on these Financial Statements based on our audit We conducted our audit in accordance with International Standards on Auditing (ISA) Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 auditorrsquos 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 entityrsquos 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 entityrsquos internal control An audit also includes evaluating 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

Place DhakaDated February 10 2019

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of account as required by law have been kept by Square Yarns Limited so far as it appeared from our examination of those books and

The Companyrsquos Statement of Financial Position Statement of Comprehensive Income and its Statement of Cash Flows dealt with by the report are in agreement with the books of account

(i)

(ii)

(iii)

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

Further to our opinion in the above paragraph we state that

STxLAnnual Report 2018-2019 105

SQUARE YARNS LIMITEDStatement of Financial PositionAs at December 31 2018

ASSETS Non-Current Assets 620338923 676872453Property Plant amp Equipment- Carrying Value 620338923 676872453

Current Assets 1733515533 1664296652Inventories 551365521 472332420Accounts Receivable 262139994 321134934Advances Deposits amp Prepayments 45746957 41134451Short Term Loan 810552881 723252420Cash amp Cash Equivalents 63710180 106442427

TOTAL ASSETS Tk 2353854456 2341169105

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 1971931663 1908113630Share Capital 95500000 95500000Retained Earnings 1876431663 1812613630

Non-Current Liabilities

Deferred Tax Liability 53533688 57859132

Current Liabilities amp Provisions 328389105 375196343Short Term Bank Loan (Secured) 186577378 233187042Creditors amp Others Payable 29824370 43105219Liabilities for Other Finance 10243209 13038822Provision for Income Tax 101744148 85865260

TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 2353854456 2341169105 Tk

Net Asset Value Per Share 206485 199802

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxL Annual Report 2018-2019106

Particulars June 302018Taka

Dec 312018Taka

SQUARE YARNS LIMITEDStatement of Profit or Loss and Other Comprehensive IncomeFor the Period (Six Months) ended December 31 2018

SALES REVENUE 731076090 987208292

Cost of Goods Sold (642577904) (892864246)

GROSS PROFIT 88498186 94344046

Administrative Expenses (6320194) (12371998)

Selling amp Distribution Expenses (878822) (872835)

PROFIT FROM OPERATION 81299170 81099213

Finance Cost (4636342) (4561024)

Other Income 2477223 138309

PROFIT BEFORE WPPF amp WF 79140051 76676498

Allocation for WPPF amp WF (3768574) (3651262)

PROFIT BEFORE TAX 75371477 73025236

Provision for Tax (Current) (15878888) (14566204)

Provision for Tax (Deferred) 4325444 3584757

PROFIT AFTER TAX FOR THE PERIOD 63818033 62043789

(Transferred to the Statement of Changes in Equity) No of Share=955000

Earnings Per Share (EPS) 6683 6497

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

STxLAnnual Report 2018-2019 107

Particulars July-Dec 2017Taka

July-Dec 2018Taka

Unaudited

SQUARE YARNS LIMITED

Statement of Changes in EquityFor the Period (Six Months) ended December 31 2018

For the Period (Six Months) ended December 31 2017

Share CapitalParticulars

Balance as at June 30 2017

Net Profit for the Six Months Ended Dec 31 2017

Balance As at Dec 31 2017

Retained Earnings Total

-

95500000

95500000

1678330454

62043789

1740374243

1773830454

62043789

1835874243

Share CapitalParticulars

Balance as at June 30 2018

Net Profit for the Six Months Ended Dec 31 2018

Balance As at Dec 31 2018

Retained Earnings Total

-

95500000

95500000

1812613630

63818033

1876431663

1908113630

63818033

1971931663

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Unaudited

STxL Annual Report 2018-2019108

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 790071030 1048969414Exchange Fluctuation Gain 345547 138309Total Receipts 790416577 1049107723 Payments to Suppliers (535294015) (673001715)Paid for Operating amp Non-operating Expenses (156471962) (174588096)Interest Expenses Paid (3980222) (7507593) Income Tax Paid (4870119) (9983664)Total Payments (700616318) (865081068)

Net Cash Flow From (Used in) Operating Activities 89800259 184026655

CASH FLOWS FROM INVESTING ACTIVITIESSales (Purchase) of Property Plant amp Equipment (754057) -

Net Cash Generated (Used in) from Investing Activities (754057) -

CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (46609664) 32966810Short Term Loan from (To) Sister Company (85168785) (464990904)

Net Cash Generated (Used in) from Financing Activities (131778449) (432024094)

Increase (Decrease) in Cash amp Cash Equivalents (42732247) (247997439)Opening Cash amp Cash Equivalents 106442427 391794350CLOSING CASH amp CASH EQUIVALENTS 63710180 143796911

Net Operating Cash Flows Per Share 9403 19270

SQUARE YARNS LIMITEDStatement of Cash FlowsFor the Period (Six Months) ended December 31 2018

Subsidiary

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Unaudited

STxLAnnual Report 2018-2019 109

Particulars July-Dec 2017Taka

July-Dec 2018Taka

S q u a r e T e x

SQUARE TEXTILES LIMITED Square Centre 48 Mohakhali Commercial Area

Dhaka-1212

P R O X Y F O R M

IWe ___________________________________________________________________________

of _____________________________________________________________________________

being a member of Square Textiles Ltd do hereby appoint

MrMrsMiss ___________________________________________________________________

of _____________________________________________________________________________

_______________________________________________________________________________

as myour proxy to attend and vote for meus on myour behalf at the 24th Annual General Meeting of the Company to be held on Thursday the 12th December 2019 at 1100 am at Samson H Chowdhury Centre Dhaka Club Ltd Ramna Dhaka

As witness my hand this day of ________________ 2019

_______________________ __________________________

Signature of the Proxy Signature of the Member Dated Dated

FolioBOID

Note A member entitled to attend and vote at the Annual General Meeting may appoint proxy to attend and vote in hisher stead The proxy form should reach at the Registered Office of their Company not less than 48 hours before the time fixed for the meeting

Signature Verified

Authorized Signatory Square Textiles Limited

Affix Revenue

Stamp

macrlsaquoqvi daggerUmiddotUvBjmamp wjwgDaggerUW macrlsaquoqvi daggermrsaquoUvi 48 gnvLvjx GjvKv XvKv-1212

ি ফ ম

AvwgAvgiv______________________________________________________________

wVKvbv _________________________________________________________________

macrlsaquoqvi daggerUmiddotUvBjmamp wjwgDaggerUW Gi m`muml wnDaggermDaggere

RbvedaggereMg______________________________________________________________

wVKvbv _________________________________________________________________

_____________________________________________________________________

AvgivAvgvDagger`i cOumlwZwbwa wnDaggermDaggere AvMvgx daggerivR iveZwcmacrnbdquoe 1২B 2019 mKvj 1100 NwUKvq mumlvgmb

vbgi tjw evnotK vKvX ivUrsaquomdagger xiyaŠPdagger PBG umleZocircwybA qOtildevKvX daggerKvcurrenuacutevbxi ২4Zg evwlcopyK mvaviY mfvq Ges Gi

|gvjiwK sup3yhbw umlbR iveiwK bv`Oumlc Uvfdagger seG iveKwv_ ZrsquomacrwcD paraDaggerc i`DaggervgvAivgvA qvfm ZlwvNdagger xeZj~g

102 uml`A eDaggermDaggernw umlparavmacr 9 ZvwiDaggerL AvwgAvgiv GB `wjDaggerj mAacutevDaggerb macrvparai Kwijvg|

_______________ _________________ cOumlwZwbwai macr^vparai m`Daggermumli macrvparai ZvwiL ZvwiL dwjIweIAvBwW bcurreni

wet ordft evwlcopyK mvaviY mfvq daggerhvM`vDaggerbi AwaKvix daggerkqvi daggernvigravevi Zvi cwieDaggerZcopy evwlcopyK mvaviY mfvq daggerhvM`vDaggerbi Rbuml GKRb cOumlwmiddot wbDaggerqvM KwiDaggerZ

cvDaggerib| cOumlwmiddot dig h_vh_ c~iDaggerYi ci eDaggerBn ZDagger`w vgR mDaggerdwA copyWvoacuteRwidagger ixbvuacutecurrenvKdagger copyeDagger~c vUrsaquoN 84 ibDaggervocircybA vfm

Zparawxic iparavmacr

vgDaggerybA `bKvixi macr^vparai

macrlsaquoqvi daggerUmiddotUvBjmamp wjwgDaggerUW

For the Financial Year 2017-2018 Dividend Recommended 21 October 2018 Record Date for 23rd AGM 27 November 2018 23rd Annual General Meeting 20 December 2018 Dividend Issued 14 January 2019 For the Financial Year 2018-2019 Publication of 1st Qtr Financial Report 14 November 2018 Publication of 2nd Qtr Financial Report 31 January 2019 Publication of 3rd Qtr Financial Report 30 April 2019 Dividend Recommended 22 October 2019 Audited Financial Report to BSEC DSE and CSE 11 November 2019 Record Date for 24th AGM 19 November 2019 Notice of 24th AGM 27 November 2019 24th Annual General Meeting 12 December 2019 Dividend Payable By 10 January 2020

Corporate Compliance

Registered Address

Corporate HeadquartersSquare Centre

48 Mohakhali Commercial Area Dhaka BangladeshPhone +88-02-9859007 8833047-56

Fax +88-02-8834941 8828768 wwwtextilesquaregroupcom

  • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
    • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
      • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
      • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
        • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
        • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
Page 6: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and

S q ua r e Te x t i l e s L t d

Vision amp Mission

Our conception of business germinated from our vision which sees it as a means to the well-being of the investors stakeholders employees and members of the society at large by creating new wealth in the form of goods and services that go to satisfy the wants of all of them without disturbing or damaging the socio-ecological-economic balance of the Mother Earth and the process of human civilization leading to peaceful co-existence of all the living beings

V I S I O N

Our mission is the polestar of our vision for maximization of production of quality products and services strictly on ethical and moral standards at minimum costs to the society ensuring optimum benefits to the consumers the shareholders and other stakeholders

M I S S I O N

To strive hard to optimize profit

through conduction of transparent business operations within the legal amp Social framework with malice to none and justice for all in respective of gender disparity caste creed or religion or region

To Increase productivity To create more jobs with minimum

investments To be competitive in the internal as

well as external markets To maximize export earning with

minimum imported in-puts To reduce the income gap between

top amp bottom categories of employees

To promote corporate social responsibilities (CSR) amongst all

O B J E C T I V E

Our vision is the polestar to our mission that fulfils our objectives with emphasis on the quality of product process and services blended with good governance that help build the image of the most venerable corporate citizenship at home and abroad

C O R P O R A T E F O C U S

STxL Annual Report 2018-20194

N O T I C E

2 4 T H A G M

Notice is hereby given that the 24th Annual General Meeting of the Members of Square Textiles Ltd will be held on Thursday the 12th December 2019 at 1100 am at the Samson H Chowdhury Centre Dhaka Club Limited Ramna Dhaka to transact the following business

Agenda-1 To receive consider and adopt the Audited Financial Statement for the year ended 30th June 2019 together with the reports of the Directorsrsquo and the Auditorsrsquo thereon

Agenda-2 To declare dividend for the year ended 30th June 2019

Agenda-3 To elect Directors in terms of the relevant provision of Articles of Association

Agenda-4 To appoint Statutory Auditors for the year 2019-2020 and to fix their remuneration

Agenda-5 To appoint Compliance Auditors for the year 2019-2020 and to fix their remuneration

Agenda-6 To approve appointment of the Independent Director

By order of the Board

Sanjib Baran Roy Company Secretary Dated 27 November 2019 Notes

i) The proxy form must be affixed with requisite revenue stamp and be deposited at the Registered Office of the Company not less than 48 hours before the time fixed for the meeting

ii) Members are requested to submit to the Companyrsquos Share Office on or before 11th December 2019 their written option to receive dividend In case of non-submission of such option with the stipulated time the dividend will be paid off as deemed appropriate by the Company

iii) The Annual Report is available in the Companyrsquos web site at wwwtextilesquaregroupcom

STxLAnnual Report 2018-2019 5

Mr Samuel S Chowdhury

Mrs Ratna Patra

Mr Tapan Chowdhury

Mr Anjan Chowdhury Mrs Anita Chowdhury

Mrs Nihad Kabir Mr S M Rezaur Rahman

THE DIRECTORS Chairman

Mr Samuel S Chowdhury

Vice Chairman Mrs Ratna Patra Managing Director Mr Tapan Chowdhury Director Mr Anjan Chowdhury Director Mr Kazi Iqbal Harun Independent Director Mr Syed Afzal Hasan Uddin Independent Director Mr S M Rezaur Rahman

BOARD OF DIRECTORS Chairman Mr Tapan Chowdhury Vice Chairman Mrs Ratna Patra Managing Director Mr Samuel S Chowdhury Director Mrs Anita Chowdhury Director Mr Anjan Chowdhury Independent Director Mrs Nihad Kabir Independent Director Mr S M Rezaur Rahman

STxLAnnual Report 2018-2019 7

S q u a r e T e x ti l e s L t d

Management Committee

Mr Samuel S Chowdhury Chairman Managing Director Mr Anjan Chowdhury Member Director Mr Md Kabir Reza Member Head of Accounts ampFinance Mr Md Alamgir Hossain Member Head of Operations

Audit Committee

Mrs Nihad Kabir Chairman Independent Director Mrs Ratna Patra Member Director Mr Anjan Chowdhury Member Director Mr Sanjib Baran Roy Secretary Company Secretary

Nomination and Remuneration Committee

Mrs Nihad Kabir Chairman Independent Director Mrs Ratna Patra Member Director Mr Anjan Chowdhury Member Director Mr Sanjib Baran Roy Secretary Company Secretary

CFO Company Secretary and HIAC

Mr M Habibur Rahman FCMA Mr Sanjib Baran Roy ACS Mr Mozibur Rahman FCA

Ms Ahmed Zaker amp Co Chartered Accountants Green City Edge 10th Floor 89 Kakrail Dhaka

Statutory Auditors

M ANA GEM ENT A PPAR AT US

Ms Chowdhury Bhattacharjee amp Co Chartered Accountants 478 Indira Road Ground Floor Dhaka

Compliance Auditors

STxL Annual Report 2018-20198

Operational Head

Mr Md Alamgir Hossain Head of Operations Mr Anjan Kumar Paul Head of HR amp Admin Mr Suresh Chandra Bala Head of Plant Mr Md Abdur Rahman Head of Engineering Mr Avijit Kumar Biswas Head of Procurement Mr Mozibur Rahman Head of Internal Audit and Compliance Mr Md Shahid Raihan Head of Quality Assurance Mr Shah Mohammad Faisal Head of Sales amp Marketing

Bankers

Standard Chartered Bank HSBC Ltd Prime Bank Ltd Bank Alfalah Ltd The City Bank Ltd Commercial Bank of Ceylon PLC

Insurers

Pioneer Insurance Co Ltd Pragati Insurance Co Ltd

CORPORAT E IN FORMATI O N

Listing

Dhaka Stock Exchange Ltd Chittagong Stock Exchange Ltd

Subsidiary Company

Square Texcom Ltd

Registered Office

Square Centre 48 Mohakhali CA Dhaka 1212 Bangladesh

Factory

1 Sardaganj Kashimpur Gazipur Bangladesh

2 Olipur Hobigonj Bangladesh

Phone Email amp Web

880-2-8833047-56 880-2-9859007

cssquaregroupcom textilesquaregroupcom

Mr Rokanuddin Mahmud Bar-at-Law Walsow Tower 21-23 Kazi Nazrul Islam Avenue Dhaka

Legal Advisor

Ms Nazia Kabir Bar-at-Law Concord Ovilash 1st floor House-62 Road-11A Dhanmondi Dhaka

Square Text i les Ltd

STxLAnnual Report 2018-2019 9

STxL Annual Report 2018-201910

C O R P O R A T E S U S T A I N A B I L I T Y

At Square Textiles Ltd ldquoCorporate Sustainabilityrdquo is embedded within the principles and values of the company Through successful ldquotriple bottom linerdquo performance focusing on social environmental and financial factors the company is able to generate increased earnings reduce material usage energy expenditures and wastes and increase social contribution The focus on Sustainability has contributed to long-term success for the company over the years

State of the art Facility

We focus on continuous efforts to introduce innovative means of production that allows for optimum utilization of materials and energy Our state of the art production facility is equipped with upgraded technologies and machineries that are energy efficient as well environmental friendly In 2018 we have introduced PCW plant (fabric crushing) We are the pioneer in introducing this technology in Bangladesh

Ready Recycling Facility

The manufacturing facility is fitted to contain dust and waste discharge to the environment On a daily basis 4 (four) out of 6 (six) tons of waste materials on average are recycled Hard wastes are crushed and reused as raw materials in production Our PCW plant processes garment wastages into fibers There are no chemical applications in our manufacturing process and hence there are no environmental damage as a result of any spillovers or emissions of harmful gas

Minimizing Occupational Hazards

We follow stringent safety measures and regularly monitor and review occupational health and safety procedures We ensure that our factory workers always follow the safety protocols necessary to ensure a hazard free working environment and uninterrupted operations In regards to such health and safety issue proper training and awareness are provided to all production employees

Creating Product Diversity

We believe in ldquoProduct Diversityrdquo as a means of economic sustainability The company has about 40 percent product diversification within our total product port-folio

This Product Diversity has led to enhancement of the companyrsquos brand image increased profit-ability and risk mitigation

Overall our emphasis on Corporate Sustain-ability has led us to create a blend of strate-gies where financial amp non-financial aspects are perfectly integrated within the good governance and mana-gement practices of the company as well as engage all stakeholders in an open platform where financial social and environmental issues are shared and communicated All these have translated to positive outcomes that is beneficial to all parties within the value chain

S q u a r e T e x

STxLAnnual Report 2018-2019 11

M ES S AG E F R O M T H E C H A I R M A N

Dear Shareholders Colleagues Ladies and Gentleman

I deem it a great pleasure to welcome you all on behalf of the Board of Directors to this 24th AGM and thank you for taking troubles to attend the Meeting I hope you all have received your copies of the Annual Report for the year ended 30 June 2019 and studied with interest for providing us your valuable commentssuggestions for our future guidance

While on the subject I would recall the mechanism which was adopted by our Late Founder Chairman after legalprofessional struggles with the then Securities and Exchange Commission for offering a part of Shareholdings of Square Pharmaceuticals Ltd in Square Textiles Ltd as free ldquoSpecie Dividendrdquo Without this outstanding mechanism Square Textiles Ltd would not have the opportunity of getting listed as a Public Limited Company As I understand no such company has succeeded to adopt this mechanism for the benefit of the Shareholders and the Capital Market

As you will examine the Annual Reports amp the Financial Statements you will note with satisfaction that the Companyrsquos operations during 2018-2019 had increased with satisfactory outcome despite various fiscal financial odds prevailing in the industrial countries involving International Trade We hope as the global situation stabilizes our operations and exports would seize the niche opportunities by expanding export destinations in new areas of the Government of Bangladesh offers appropriate incentives in due course of time We await and hope our Textile Products will lead us in the World Market in not too a distant time

With best wishes for all

Tapan Chowdhury Chairman

STxL Annual Report 2018-201912

CORPORA T E A CHI EVEM ENT S qua r e Te x t i l e s L t d

2008 Awarded Cotton made in Africa (CmiA) Certificate

2009 Awarded USTERIZED Certificate

2010 Received HSBC Export Excellence Award

2011 Authorized Capital BDT 3000 million

2015 Won ICSB National Award Gold for Corporate Governance Excellence

2007 Awarded Global Organic Textiles

Standard (GOTS) Certificate

2003 Awarded SUPIMA

license

2002 Listing with

Dhaka Stock Exchange Ltd Chittagong Stock Exchange Ltd

Awarded CottonUSA

Certificate

1994 Year of Establishment

(Incorporated as a Public Limited Company)

1997 Year of Operation

2000 Awarded Oeko-Tex

Standard 100 Certificate

Awarded ISO-90012008 Certificate

2012

Awarded AA rating in the long term and ST-2 in short term by CRISL

2017 Awarded as Best Taxpayer Textiles Sector Awarded AA rating in the long term and ST-1 in short term by CRISL

2018 Won Export Trophy Gold

Dear Respected Shareholders Ladies and Gentleman I am pleased to welcome you to the 24th AGM on behalf of the Board of Directors of the Company and present herewith the Annual Report along with Audited Statutory and Regulatory Reports pertaining to the Financial Year 2018-19 and seek your commentssuggestions for our future guidance

As you review the operating performance you will note that the Companyrsquos Turnover Gross Profit Net Profit (AT) etc shows remarkable growth over the previous year This had been possible due to operation of new project at Habiganj merger of Square Yarns Ltd as well as wiser inventory management reduction in process cost reduction of wastages disciplinary labour management etc A reduced rate of increase in Administrative expenses also have had an increasing effect on profit from operations

However due to increase in Finance Cost by about 195 times the rate of increase in Net Profit (BT) increased by a lower rate The Bank Borrowing had increased due financing of expansion program of the company which would when in full production be paid-off from increased earnings

I hope the Shareholders and Stakeholders will continue to have their trust in the Board of Directors Management in the future as was in the past and encourage us to improve our results

With best wishes

Samuel S Chowdhury Managing Director

REPORT FROM THE MANAGING DIRECTOR

STxLAnnual Report 2018-2019 13

Figures in lsquo000

CORPORATE OPERATIONAL RESULTS

Particulars 2018-19 2017-18 2016-17 2015-16 2014

Turnover (Net) 8896244 6367125 5020425 4998758 5115828

Gross Profit 951351 671530 525634 787050 868716

Net Profit (Before Tax) 435911 348045 297592 573967 644992

Net Profit (After Tax) 346462 290914 252494

486236 541191

Shareholdersrsquo Equity 7224422 5386034 5452946 5607074 5158723

Total Assets 12954548 9425480 7511325 6695189 6265137

Total Current Assets 6396837 4430793 3618295 3547893 3903436

Total Current Liabilities 5494425 3910867 1948729 965544 993110

Current Ratio 116 113 186 367 393 Shares Outstanding 197252000 187859048 178913379 162648527 147862298

Face Value per Share 1000 1000 1000 1000 1000

Dividend (Cash) 20 20 20 25 20

Dividend (Stock) - 5 5 10 10

Net Asset Value Per Share (NAV) 3663 2731 2764 2843 2615 Net Operating Cash Flow per Share -348 -148 070 331 422

EPS-Earning per Share (STxL) 176 147 128 247 274 EPS-Earning per Share (Consolidated) 218 232 209 376 408 EPS on Share Issued for Cash 1375 1155 1002 1930 2148 Quoted Price per Share - DSE 4570 5070 6770 7080 9100

Quoted Price per Share - CSE 4580 5120

6840 7170 9090

Price Earnings Ratio-DSE (Time) 2597 3271 4801 2602 2486

Price Earnings Ratio-CSE (Time) 2602 3303 4851 2636 2484

Market Capitalization-DSE (in billion) 901 952 1211 1151 1345

Market Capitalization-CSE (in billion) 903 962 1223 1166 1344 Shareholders 2018-19 2017-18 2016-17 2015-16 2014

SponsorsDirectors 7 7 8 8 9

Financial amp other Institution 238 219 229 226 225

Foreign Investors 5 7 11 13 12

General Public 17194 17708 18626 20931 26155

Total - 17444 17941 18874 21178 26401

Employees 2018-19 2017-18 2016-17 2015-16 2014

Executives 178 162 145 138 179

Non Executives 130 117 71 67 264

Workers 3657 2152 2211 1893 1649

Total - 3965 2431 2427 2098 2092

Standalone

34436098

STxL Annual Report 2018-201914

Corporate Governance is a discipline by which a company is controlled and directed Governance is the path to identify and ensure the ethics rights and responsibilities among different participants in the Company Good Corporate Governance is key to its successful sustenance Our Corporate Governance is as follows

Board of Di rectors

In line with the concept of good corporate management practice and the provisions of Articles of Association The Board of Directors The Top Management tier is responsible for overall control and supervision of the entire affairs of the Company primarily through strategic planning amp budgetary control mechanisms To this end The Board of Directors hold periodic meetings to resolve issues of policies and strategies recording the minutes decisions for implementation by the Executive Management During the year under review the board held 8 (eight) meetings to transact various agenda

The present members of the Board of Directors are as follows

Mr Tapan Chowdhury - Chairman Mrs Ratna Patra - Vice Chairman Mr Samuel S Chowdhury - Managing Director Mrs Anita Chowdhury - Director Mr Anjan Chowdhury - Director Mrs Nihad Kabir - Independent Director Mr SM Rezaur Rahman - Independent Director

The Board of Directors is reconstituted every year by the shareholders through retirement re-election election of one- third of its members

Members of the Board of Directors often travel abroad to bring into focus the Companys image and acquire technological gains

Top Management inauguratesparticipates in seminars training courses conferences and various cultural activities of the employees and workers which instill in them a sense of belongingness Separate Role of the Chairman and Managing Director

The positions of Chairman and Managing Director are held separate persons

Mr Tapan Chowdhury is the Chairman of the Company and responsible for the functions of the Board while Mr Samuel S Chowdhury is the Managing Director serves as the Chief Executive Officer of the Company

Independent Director

In compliance of the BSEC Regulations on Good Governance the Board of Directors as empowered by the Regulations appointed ① Mrs Nihad Kabir Barrister-at-Law is an Advocate of Supreme Court of Bangladesh legal advisor of several leading national multinational and foreign organizations and senior partner of the Syed Ishtiaq Ahmed amp Associates a firm of legal consultants and practitioners in Bangladesh and ② Mr S M Rezaur Rahman capital market consultant and Director of United Corporate Advisory Services Ltd a firm of financial amp investment advisory and post issue management of initial public offer of securities amp other related jobs in Bangladesh as the non-shareholding Independent Director of Square Textiles

with an expectation that their expertise would help contribute to the further disclosure and protect the interest of the stakeholders investors in general and smaller investors in particular

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 15

STxL Annual Report 2018-201916

Role amp Responsibi l i t ies of the Board of Di rectors

The main role of the Board of Directors which is the highest level of authority is to provide general superintendence oversee the operations and control the affairs of the company through appropriate delegation and accountability processes via the lines of command

However the Board of Directors hold the ultimate responsibility amp accountability with due diligence for conducting the activities of the company as per provisions of law in the interest of the shareholders the stake- holders the state and the society

The Board of Directors in fulfillment of its responsibility hold periodic meetings at least once a quarter and provide appropriate decisionsdirections to the Executive Management Such meetings usually consider operational performance financial results review of budgets capital expenditure proposals for BMRE or new projectsdivisionsproduct lines procure-ment of funds by issue of shares or borrowing procurement of raw materials plant amp machinery pricing of products discounts recruitment training and promotion of officers approval of annual financial statement appropriation of profit and recommendation of dividends and other interest of the stakeholders including the employees and workers

The Board of Directors take special care in designing and articulating productivity and compensation plans of employees and workers and rewarding them appropriately on the basis of quality and quantity of performance as an incentive

The Board also remains responsible for removal of operational hazards to life and health of workers friendly environmental work condition and social relationship as demanded of good citizen in a country Chief F inancia l Off icer Company Secretary and Head of Internal Audit and Compliance The Company has appointed Mr M Habibur Rahman FCMA as Chief Financial Officer Mr Sanjib Baran Roy ACS as Company Secretary and Mr Mozibur Rahman FCA as Head of Internal Audit and Compliance as per require-ment of Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission

Audit Committee of Board

The Board of Directors has constituted an Audit Committee of the Board consisting of three Non-Executive Directors namely Mrs Nihad Kabir Independent Director Mrs Ratna Patra Vice Chairman and Anjan Chowdhury Director The Independent Director is the Chairman of the Committee

The Audit Committee carries out its responsibilities as per the provisions of law and submits its report to the Board of Directors from time to time The Audit Committee shall also co-ordinate with the internal and external auditors as and when required The Audit Committee ensures that adequate internal checks amp balances supported by adequate MIS are in place for detection of errors frauds and other deficiencies

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 17

The other responsibilities include inter alia not being limited to the prevention of conflict of interest between the company and its Directors officials customers suppliers government and any other interest groups and detect or remove any scope of insider trading in the companys stock The Audit Committee also ensures compliance of requirements of BSEC and other agencies

Nomination and Remunerat ion Committee of Board

The Board of Directors formed a Nomination and Remuneration Committee of the Board comprising of three Non-Executive Directors namely Mrs Nihad Kabir Independent Director Mrs Ratna Patra Vice Chairman and Anjan Chowdhury Director

The Independent Director is the Chairman of the Committee

The terms of reference of the Nomination amp Remuneration Committee inter alia include to determine the Companyrsquos policy on specific remuneration packages for executive directors to review recommend andor approve remuneration to whole-time Directors to review and approve the Remuneration Policy of the Company to formulate criteria for evaluation of Independent Directors and the Board to devise a policy on Board Diversity to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board the appointment or removal of such persons and to discharge such other functions and exercise such other powers as may be delegated directed by the Board of Directors from time to time

Executive Management

The Managing Director the CEO is the head of the Executive Management Team which comprises senior executive members of the Company Within the limits of delegated authority and responsibility by the Board of Directors Executive Management operates through further delegation of authority at every echelon of the line management

The Executive Management operates within the frame work of policy amp Planning strategies set by the Top Management with periodic performance reporting for guidance The Executive Management is responsible for preparation of segment planssub-segment plans for every profit centers with budgetary targets for every items of goods amp services and are held accountable for deficiencies with appreciation for outstanding and exceptional performances These operations are continuously carried out by the Executive Management through series of Committees Sub-Committees Adhoc Committees amp Standing Committees assisting the line management

Legal Advisers

In order to avail the best legal services for Good Corporate Governance the company has empaneled top ranking legal professionals namely Mr Rokonuddin Mahmud Bar-at-Law and Ms Nazia Kabir Bar-at-Law They have had long term fundamental support to the companys Good Governance efforts

Shareholdersrsquo Relat ionship

Corporate Governance issues include how major policy decisions are made in business corporations how various stakeholders can influence the process who is held accountable for performance and what performance

CORPORATE GOVERNANCE

standards are applied In a nutshell power and influence are crucial in corporate governance As shareholders belong to the most important stakeholders ownership structure has an impact on the balance of power among shareholders Though sponsors usually hold majority shares required for ordinary resolutions public shareholders have a definite role and influence in the passing of special resolutions required for changes in the business object sale of businessproductive assets merger and amalgamation winding up or dissolution and amendments to Memorandum and Articles of Association for protection of minority interest up to 499 of the shareholdings

The position of shareholders as on 30th June 2019 indicates that the sponsors of the company do not hold the required shareholdings (75) for passing special resolutions This allows the public shareholders (individuals amp institutions) to play an effective role in protecting their legal corporate rights

The Company holds regularly as per law the Annual General Meeting (Shareholders Meeting) with adequate Notice and Disclosures in the Directors Report and the Auditors Report on AccountsNotes and Resolutions are passed with consensus and unanimity All reasonable and practicable suggestions are implemented with good grace

All enquiries are attended by the Company Secretary where necessary Internal Audit

Committee investigates matters of signifi-cant merit for consideration by the Management CommitteeManaging DirectorAudit Committee of BoardBoard of Directors as the case may be

The Shareholders as owners are provided with material information on the Companys operation quarterly and annually They are also provided routine services by the Company Secretary in any company matters which is permissible The Board is however responsible to the Shareholders as well as investors for publication of price sensitive information as per regulations of Bangladesh Securities and Exchange Commission A qualified Chartered Secretary is in charge for all these responsibilities as Company Secretary The Company has also a web site to provide permissible information noticesprice sensitive informationfinancial reportsdisclosures and others for the Shareholders and interested investors

Financia l Auditors

The role of the financial auditors in certification of the financial statement is the most significant aspect of Corporate Governance and protection of interest of the investors As evident from the Annual Reports the company rigidly follows the Companies Act Rules of Bangladesh Securities and Exchange Commission listing regulation code of International Financial Reporting Standards (IFRS) International Accounting Standards (IAS) and International Standard of Auditing (ISA) with legally required disclosures of Accounts and Financial Statements

CORPORATE GOVERNANCE

STxL Annual Report 2018-201918

All this has been possible due to the high level capability and integrity of Ms Ahmed Zaker amp Co Chartered Accountants whose unchallenging performance has played a very trustworthy role in the protection of interest of the investors

Compl iance Auditors

The compliance auditors is responsible in certification on compliance of conditions of Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission as well as the provisions of relevant Bangladesh Secretarial Standards of Institute of Chartered Secretaries of Bangladesh Ms Chowdhury Bhattacharjee amp Co Chartered Accountants is the compliance auditors of Square Textiles Ltd appointed by its shareholders in general meeting

D ividend Pol icy

The Management is committed to show a stable policy of distribution of dividend of the accretional wealth (profits) between the current and the future generation of shareholders This would enable the company to enhance its capital wealth and sustain for perpetuity of existence benefiting both the present cohorts and the progeny

Segment Report

The companys operations are carried out on an aggregate basis and are managed as a single operating segment Accordingly the company operates in one segment of developing manufacturing and marketing of cottonyarn for human as well as industrial use

Risk Perception

The Company Management perceives investment risk within the national and international economic perspectives in relation to legal and moral requirements involving inter alia intellectual property right scientific invention WTO Regulation MFA etc and monetary and fiscal investment policies and has prepared its production amp marketing strategies to meet the challenges from these risks

Secretar ia l Standard

Square try their best maintaining of the Secretarial Standard on meetings of the Board of Directors Members (shareholders) Minutes and Dividend issued by the Institute of Chartered Secretaries of Bangladesh

Compl iances

Square has an established procedures to ensure compliance with all applicable statutory and regulatory requirements Respective officers are responsible for ensuring proper compliance with applicable laws and regulations

296

407357 375 394

2014 2015-16 2016-17 2017-18 2018-19

Dividend Payout (Cash) (in million)

18 months

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 19

STATEMENT OF VALUE ADDED For the year ended 30 June 2019

2018-2019

2017-2018

Source of Fund Net Turnover Less Bought in Materials amp Services Add Other Income

8896244091

(7284834794) 14014592

6367124698

(5158927862) 7350278

Value Added 1625423889 1215547114

Applied in the following Ways

Employees Salaries Wages Gratuity and Other benefits Contribution to workers profit participation amp welfare fund

826114579

804319048 21795531

612613848

595211619 17402229

Government Corporate Tax Other Government Dues

66948261

43637491 23310770

71950230

57130653 14819577

Provider of Capital

Dividend

394504000 394504000

469647616 469647616

Retained by the Company

Depreciation Retain Earning

337857049

385899069 (48042020)

61335420

240069108 (178733688)

1625423889 1215547114

6134

46965

7195

61261

33786

39450

6695

82611

2 0 18-19 2 0 17-18

Em pl oye e s

G ove r nme nt

P r ov i de r of Ca p i t a l

Re t a i ne d b y t he C ompa ny

Sq

ua

re

Te

x

GRAPHICAL VIEW

Standalone

In terms of provisions of Section 184 of the Companies Act 1994 Rule 12 (and the schedule there under) of the Bangladesh Securities and Exchange Rules 1987 BSEC Notification on CGC dated 3rd June 2018 and IASndash1 (International Accounting Standardsndash1) codes as adopted by The Institute of Chartered Accountants of Bangladesh (ICAB) it is the pleasure of the Board of Directors to submit its Report to the Members of the Company for the year ended 30 June 2019 in the following paragraphs TEXTILES SECTOR

The Textile and Clothing Sector is the largest manufacturing industry in Bangladesh and plays a significant role in the growth of economy contributes more than 13 in GDP 40 industrial value addition comes from the textile sector generation of about 55 lac of the countryrsquos industrial employment where 80 are female 150 lakh of peoples in support industries depend on this trade and over 86 of the export earnings Spinning Sector is a significant part as backward linkage of textile and clothing value chain to stabilize supply chain and control the major costs The products of the spinning are cotton yarn polyester synthetic yarn woolen yarn and blended yarn mixed of cotton with polyester of different counts Yarns are being used by the weaving sub-sectors like specialized textiles handlooms and knitting and hosiery

Total demand of yarns in Bangladesh around 141 million ton where the local production meet up around 112 million ton In addition almost 85 of cotton yarns and 50 demand for synthetic and blended yarn of export-oriented fabric producing mills are being met by the private sector spinning mills

FINANCIAL PERFORMANCE

The Company reported growth in Revenue of 3972 during the year 2018-2019 due to operation of new project at Habiganj merger of Square Yarns Ltd At Standalone level the Revenue from operations stood at BDT 889624 million compared with BDT 636713 million in the Previous Year The Operating Profit stood at BDT 69785 million as against BDT 44419 million in the Previous Year an increase by 5711 The Net Profit increased by 1909 stood at BDT 34646 million against BDT 29091 million reported in the previous year

The Consolidated Revenue from operations for FY 2018-2019 was BDT 1056204 million as against BDT 941187 million in the Previous Year registering a growth of 1222 The Profit from Operation was 84218 million as against BDT 67226 million in the Previous Year and Net Profit for the year stood at BDT 42902 million against BDT 45706 million reported in the previous year

The Consolidated Profit from Operation increased by 2528 but the Net Profit declined by 613 during 2018-2019 due to increase in a) Worker Wages and Salary as a revision took place in the wages structure as per Labour Law and b) Finance Cost against new investment for expansion

DIRECTORSrsquo REPORT to the Members for the year ended 30 June 2019

Operating Income

69785

5711 Tk In million

44419

2018-19

2017-18

STxLAnnual Report 2018-2019 21

COMPANYrsquoS OPERATIONS

Square Textiles has over 22 years of experience and competency in yarn spinning arena The industry is one of the largest producers of knitting amp weaving yarns in Bangladesh Today it has one of the most sophisticated vertically integrated set-ups by which Square Textiles are producing around 110 ton of yarns every day Square Textiles focus on more sustainable and eco-friendly products namely Organic BCI Tencel Re-cycle (cotton and Polyester) etc We are developing more value added product ie Galaxy Flutter Lurex Mozaik Neppy Snow Siro etc that are more fashion trendy and higher valued export earner Square Textiles are recognized by our valued customers through quality products with committed services CapacityProduction

During the last few years Square Textiles are facing huge power crisis ie scarcity of gas supply and competition in the domestic and international market To cope with the situation Square Textiles have arranged alternative fuel generated power and adopted multiple product mix to attain high margin benefit as an alternative production technique Hence Square Textiles have restated the production capacity installation criterion and actual production quantity to make them (The production data) equivalent amp comparable

The production efficiency increased during the year 2018-19 to 9670 from 9626 than that of efficiency of 2017-2018

lsquo

The total installed production capacity (at average 30s Ring and 14s OE counts) as on June 30 2019 was as follows

SpindlesRotors In Nos 2018-19 2017-18

Installation

Spindle Installed 122976 81648

Rotor head Installed 3960 3960

Vortex head Installed 2784 672

Operation

Spindle Operated 122976 81648

Rotor head Operated 3960 3960

Vortex head Operated 2784 672

Product Capacity Installed in Kg

2018-19 2017-18 Equivalent to-

30s Count (Ring Yarn) 18171216 9944673

14s Count (OE Yarn) 9042222 10043927

30s Count (Vortex Yarn) 7927500 2450000

Total - 35140938 22438600

Actual Production in Kg 2018-19 2017-18

Actual Production 33622604 22925478

Equivalent to-

30s Count (Ring Yarn) 17617160 9400675

14s Count (OE Yarn) 8722390 9810863

30s Count (Vortex Yarn) 7642423 2388957

Total - 33981973 21600495

Production Efficiency in

2018-19 2017-18

Equivalent to-

30s Count (Ring Yarn) 9695 9453

14s Count (OE Yarn) 9646 9768

30s Count (Vortex Yarn) 9640 9751

Total (Average) - 9670 9626

D I R E C T O R S rsquo R E P O R T

STxL Annual Report 2018-201922

Cost of Production

The cost of production has varied during the past years primarily due to wide fluctuations in the price of raw cotton packing materials fuel amp power and spare parts which were beyond the control of the Management

The level of costs and their incidences are given below

in Kg 2018-19 2017-18

Output of Yarn 33623 22925 Cost of Major Items in Tk lsquo000

2018-19 2017-18

Raw Material Consumed

6040169 4139044

Packing Materials 85725 60165

FuelPower etc 592512 610729

Spare Parts 161055 150006

Other Overhead 1137374 771737

Total Cost - 8016835 5731681 Unit CostKg in Tk

2018-19 2017-18

Raw Material 17964 18055

Packing Materials 255 262

FuelPower etc 1762 2664

Spare Parts 479 654

Other Overhead 3383 3366

Total Unit Cost- 23843 25001 Raw Material Cost of Total Cost- 7534 7222

The above figure reveals that though the raw material cost per unit decreased by 050 packing materials cost decreased by 267 Fuel Power cost decreased by 3386 Spare Parts cost decreased by 2676 and other overheads increased by 051 which lead to total unit cost decreased by 463 in 2018-19 over 2017-18

The production was increased by 4565 in volume over last year

During the year under review the price of raw cotton in the international market was stable MARKETING OPERATIONS Market Exposure

The marketing operations of the Company continued its emphasis on export sales over the years which are depicted below

Quantity Sold (Kg) in lsquo000

2018-19 2017-18

Export Sales 33609 22755

Total - 33609 22755 Sales Revenue (Tk) in lsquo000

2018-19 2017-18

Export Sales 8896244 6367125

Total - 8896244 6367125 The market exposure saying that there was no local sales revenue for the period under review The export (overall) sales quantity increased by 4770 and Sales Revenue increased by 3972 in 2018-19 over 2017-18 Be noted that Square Yarns Ltd (subsidiary of Square Textiles) has merged with Square Textiles Ltd from January 01 2019 Unit Selling Prices Attained The Selling Prices (TakaKg) over the years varied as shown below

2018-19 2017-18

Export Sales 26470 27981

Total - 26470 27981 The Export Selling Prices in the year of 2018-19 over 2017-18 decreased by 540 due to decline the export demand and fallen the price of cotton yarn in the international market The price of yarn has also fallen due to the trained trade relationship between the US and China

D I R E C T O R S rsquo R E P O R T

STxLAnnual Report 2018-2019 23

STxL Annual Report 2018-201924

INDUSTRY OUTLOOK

In the wake of changing world demand structure Bangladesh is on the track of progressive higher demand for garments of mind to higher quality brands due to fiscal war between the large economics such as USA China EU etc The sector offers great scope of expansion and double the foreign exchange earnings provided Government becomes alert and provide necessary fiscal and monetary support incentives to Local strategic investors RISK amp CONCERN

Absence of long range planning inadequate strategic investment policies variable uncertain fiscal amp monetary policies disorderly employment crises Buyersrsquo dominance international trade barriers internal law and order situation especially in transport sector and lack of appropriate infrastructure etc offer risk of business and investment

CAPITAL EXPENDITURES

Square Textiles made an additional net capital expenditure of Tk 142358 million in order to upgrade production facilities and increase the production capacity during year 2018-2019 as follows

in lsquo000 2018-19 2017-18

LandCivil Construction - 78954

Plan amp Machinery 1277574

761860

Other Fixed Assets 146010 500913

Total - 1423584

1341727

The above investments had enabled the company to sustain the rate of production efficiency at the reasonable level over the years The entire amount has been invested out of its internal generation of fund and bank borrowing

INVESTMENT IN SUBSIDIARIES Square Textiles has invested Tk 95000000 as equity (9948) in the capital of Square Yarns Limited which has merged with Square Textiles on 01 January 2019

Square Textiles has also invested Tk 65783760 as equity (95) in the capital of Square Texcom Limited and has also deposited Tk 423550119 as share money deposit

As per provision of the Company Act 1994 Square Texcom Limited is subsidiary of Square Textiles Limited and as such Directors Report along with Auditors Report amp Audited Financial Statement have been included as part of this report

FOREIGN EXCHANGE EARNEDSAVED Square Tex has contributing substantial amount to the Foreign Exchange Reserve of the Country During the year Tk 6864 million has earnedsaved and contributed through its export marketing operation which is depicted below

in lsquo000 2018-19 2017-18 Total Export Earning 8164635 5711889

Less Import Costs

Raw Cotton 6824907 4228368 Spare Parts 219770 126773 Misc (with BMRE) 1051317 1131055

Net Export Earnings 68641 225693

D I R E C T O R S rsquo R E P O R T

Net Profit (After Tax)

Income

34646

1909 Tk In million

29091

2018-19

2017-18

Standalone

D I R E C T O R S rsquo R E P O R T

STxLAnnual Report 2018-2019 25

FINANCIAL RESULTS The Companyrsquos operating financial results as compared to the previous year are summarized hereunder

in lsquo000 Particulars 2018-19 2017-18 in Turnover 8896244 6367125 3972 Cost of Goods Sold 7944893 5695595 3949 Gross Profit 951351 671530 4167 Administrative Expenses 241150 221509 887 Selling amp Dist Expenses

12352 5834 11172 Operating Income 697849 444187 5711 Finance Cost 254158 86090 19522 Other Income 14015 7350 9067 Net profit before WPPF 457706 365447 2525 Contribution WPPF 21796 17402 2525 Net profit (Before Tax) 435911 348045 2525 Provision for Income Tax 35861 38201 613 Provision for Deferred Tax 53588 18930 18309 Net Profit (After Tax) 346462 290914 1909 Gross Profit Margin 1069 1055 133 Net Profit Margin (AT) 389 457 1488 EPS (Earning Per Share) 176 147 1973

The Turnover Gross Profit and Net Profit (After Tax) increased by 3972 4167 and 1909 respectively during the year of 2018-19 in comparison to previous year due to operation of new project at Habiganj merger of Square Yarns Ltd incline of USDTaka conversion rate and impact of product mix resulting in increase in Earning Per Share (EPS) by the same level

Gross Profit Margin increased by 133 and Net Profit Margin decreased by 1488 due to increase in operating amp finance cost in the year under review

The Cost of Goods Sold has increased during the year of reporting due to increase in cost of raw materials fuelpower and factory overheads which were beyond the control of the Management

The Cost of Goods Sold per unit has declined by 556 in the current Year over previous year due to changes in cost of raw materials consumed packing cost Power Cost and Spare Cost in the reporting Year than previous year

The Company however earned an extra 9067 non-operating income (stated in Note No 25 of standalone accounts) during the year 2018-2019 against last year due to increase of conversion rate of foreign currency (USD) as fluctuation gain CONTRIBUTION TO NATIONAL EXCHEQUER Square Tex contributed an amount of Tk 6694 million during the year of 2018-2019 to the National Exchequer

EXTRA-ORDINARY ACTIVITIES

The Company did not undertake or continue any extra-ordinary activities and did not suffer or gain any loss or gain from such activities

RELATED PARTY TRANSACTION

The Company had undertaken several related party transaction detail of which are given in Note No 39 of the standalone Accounts

MINORITY INTERESTS

In compliance with Condition No 1(5) (xvi) of the Corporate Governance Code 2018 of BSEC the Board hereby confirms that the interests of the minority shareholders have been duly protected in the Company

APPROPRIATION OF PROFIT

The Board of Directors recommended the appropriation of the net profit earned for the year ended June 30 2019 in the following manner

in Taka a) Fund available for

appropriation including profit for the year 2018-19

5251902027

b) Recommended for Cash Dividend 20 394504000

c) Net General Reserve amp Surplus 4857398027

ELECTION OF DIRECTORS Mrs Anita Chowdhury and Mr Tapan Chowdhury Directors of the Company retires as per article 125 amp 126 of Articles of Associa-tion and being eligible offer themselves for re-election Brief resume and other information of the above mentioned Directors are depicted in Annexure-lll

The Board of Directors has appointed Mr S M Rezaur Rahman as an Independent Director for the in its meeting dated 1st August 2019 Brief resume and other information of the above mentioned director is depicted in Annexure-lll

APPOINTMENT OF STATUTORY AUDITORS The existing Statutory Auditors of the Company Ms Ahmed Zaker amp Co Chartered Accountant retires at this 24th Annual General Meeting on completion of consecutive 3 (three) years

They are not eligible for reappointment as per Order of Bangladesh Securities and Exchange Commission

Ms KM Hasan amp Co Chartered Accountant expresses their interest to be appointed as Auditors of the Company for the year 2019-2020 The Board of Directors has recomme-nded their appointment

APPOINTMENT OF COMPLIANCE AUDITORS Ms Chowdhury Bhattacharjee amp Co Chartered Accountant retires at this Annual General Meeting and being eligible offered themselves for re-appointed as Compliance Auditor of the Company for the year 2019-2020

Dividend Payout (Cash)

39450

500 Tk In million

37572

2018-19

2017-18

D I R E C T O R S rsquo R E P O R T

STxL Annual Report 2018-201926

APPOINTMENT OF INDEPENDENTDIRECTOR

D I R E C T O R S rsquo R E P O R T COSOLIDATION OF ACCOUNTS

In terms of BSEC Regulations the company has consolidated the Accounts following the codes of International Accounting Standard - 28 amp IFRS-10 reflecting shareholders gross benefitsvalue of investments

A six months (July-Dec 2018) financial performance of Square Yarns Ltd which has been merged with Square Textiles Ltd considered in consolidation of Financial Statement of Square Textiles Ltd

Said Financial Statements are presented herewith in page

CORPORATE GOVERNANCE COMPLIANCE REPORT In accordance with the requirement of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission a statement in pursuance to Clause 1(5) Resume of the Directors who shall be reappointed Audit Committee Report as per clause 5(7) Certificate from the CEO and CFO to the Board UNDER CONDITION No 3(3) Certificate on Compliance of Conditions of Corporate Governance Code by the Compliance Auditors and Status of Compliance are depicted in the Annexure - I II III IV V and VI respectively

MANAGEMENT APPRECIATION The Board of Directors record with deep appreciation the performance of the management the officers staff and workers whose relentless effort helped to increase the productivity as well as the net profit despite the natural and unnatural adverse factors of production and marketing throughout the country and the world It is expected the employees and the management will continue to improve the results for the interest of shareholders whose unswerving trust in management has always been an inspiration to the Board of Directors The Directors humbly express its gratitude and acknowledge with keen interest the cooperation and unflinching support it has received from various agencies including Bangladesh Securities and Exchange Commission Stock Exchanges National Board of Revenue and other agencies of the public and the private sector We look forward to brighter future for all of us Tapan Chowdhury Chairman In the event of conflict between English text and Bangla

text of this report English text shall be prevailed

Foreigner 333

General Public 1362

Institutions 2122

SponsorDirectors 6183

THE

OW

NER

S

STxLAnnual Report 2018-2019 27

no 105

Pursuant to Condition No 1 (5) (xxv) of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission the Managementrsquos Discussion amp Analysis for the year ended 30 June 2019 are presented hereunder

Accounting Policies and Estimation for Preparation of Financial Statements

Square Textiles Ltd follows International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) along with prevailing local rules and regulations applicable for preparation of financial statements Detail description of accounting policies and estimation used for preparation of the financial statements of the Company are disclosed in the Notes No 2 and 3 to the standalone financial statements

Changes in Accounting Policies and Estimation

Square Tex has been following consistent policies and estimation and there is no such changes in accounting policies or estimation which has material impact on financial statements

Comparative Analysis of Financial and Operational Performance

The Directorsrsquo Report provides the analysis of financial performance and position during the year under review and also a detail comparison of financial performance and position as well as cash flows are presented as part of the financial statements including notes

However major areas of financial performance financial position as well as cash flows with immediate preceding five years including effects of inflation are depicted here in below

Figures Tk in lsquo000Particulars 2018-19 2017-18 2016-17 2015-16 2014 2013 Financial Performance Revenue 8896244 6367125 5020425 4998758 5115828 5238437 Gross Profit 951351 671530 525634 787050 868716 948720 Net Profit (Before Tax) 435911 348045 297592 573967 644992 696779 Net Profit (After Tax) 346462 290914 252494 486236 541192 587782 Financial Performance (Inflation Adjusted) Base Year Revenue 6730201 5064936 4224494 4435082 4807657 5238437 Gross Profit 719718 534190 442301 698300 816386 948720 Net Profit (Before Tax) 329776 276864 250412 509245 606139 696779 Net Profit (After Tax) 262106 231417 212464 431407

508591 587782 Financial Position Shares Outstanding 197252000 187859048 178913379 162648527 147862298 134420271 Shareholdersrsquo Equity 7224422 5386034 5452946 5607074 5158723 4886371 Total Assets 12954548 9425480 7511325 6695189 6265137 6358457 Total Liability 5730126 4039447 2058379 1088115 1106416 1472086 Current Assets 6396837 4430793 3618295 3547893 3903436 4163698 Current Liabilities 5494425 3910867 1948729 965544 993110 1363962 Financial Position (Inflation Adjusted) Base Year Shares Outstanding 149225404 149438583 150548699 144307771 138786108 134420271 Shareholdersrsquo Equity 5465431 4284496 4588443 4974803 4847968 4886371 Total Assets 9800396 7497804 6320490 5940219 5887733 6358457 Total Liability 4334964 3213309 1732046 965416 1039767 1472086 Current Assets 4839346 3524618 3044655 3147822 3668298 4163698 Current Liabilities 4156651 3111026 1639780 856666 933286 1363962

STxL Annual Report 2018-201928

MANAGEMENTrsquoS DISCUSSION amp ANALYSIS

Particulars 2018-19 2017-18 2016-17 2015-16 2014 2013 Cash Flow Net Cash Generated from Operating Operating Activities

(686379) (291474) 138081 652153 831462 690506 Net Cash Used in Investing Activities (1432871) (1341726) (913875) (884274) (332348) (528781) Net Cash Used in Financing Activities 1771675 1696880 498970 362874 (406231) (219733) Cash Flow (Inflation Adjusted) Base Year Net Cash Generated from Operating Activities

(519261) (231375) 116190 578614 781376 690506 Net Cash Used in Investing Activities (1083998) (1067320) (768991) (784592) (312328) (528781) Net Cash Used in Financing Activities 1340310 1349838 419864 321968 (381760) (219733) Financial Ratio Current Ratio 116 113 186 367 393 305 Debt to Equity 126 133 265 515 466 332 Gross Profit Margin (In ) 1069 1055 1047 1574 1698 1811 Net Profit Margin (In ) 389 457 503 973

1058 1122

Return on Equity (In ) 480 540 463 867 1049 1203 Return on Assets (In ) 267 309 336 726 864 924

Ordinary Shares Information Shares Outstanding 197252000 187859048 178913379 162648527 147862298 134420271 Face Value per Share 1000 1000 1000 1000 1000 1000 Dividend-Cash (In ) 20 20 20 25 20 20 Dividend-Stock (In ) 0 5 5 10 10 10 Dividend Payout (Cash+Stock) in lsquo000 394504 469648

447283 569270

443587

403261

Net Assets Value per Share 3663 2731 2764

2843 2615

2477 Net Operating Cash Flow per Share -348 -148 070 331 422 350

EPS-Earnings per Share (Standalone) 176 147 128 247 274 298 EPS-Earnings per Share (Consolidated) 218 232 209 376 408 424 EPS on Share Issued for Cash 1375 1155 1002 1930 2148 2333 Inflation Rate (In ) 552 578 544 592 641 Base Year

Inflation Rate Source Bangladesh Bureau of Statistics Comparison of Financial Performances with peer industry scenario A comparison of financial performances financial position as well as cash flows of 5 (five) spinning companies which are listed and in order of market capitalization as on 30 June 2018 are presented below

Figures Tk in lsquo000

Particulars Square Tex Saiham Tex Matin Spinning Aman Cotton Rahim Tex Financial Performance Revenue 6367125 2178120 4050914 1609936 995951 Gross Profit 671530 261738 608972 399139 157205 Net Profit (Before Tax) 348045 136110 355748 302961 61945 Net Profit (After Tax) 290914 109176 302605 257278 50781 Financial Position Shares Outstanding 187859048 90562500 97490000 80000000 78179200 Shareholdersrsquo Equity 5386034 2443445 4253199 3386614 319828 Total Assets 9425480 4964752 6722247 4628617 1591881 Total Liabilities 4039447 2521307 2469048 1242003 1272053 Current Assets 4430793 3032529 2488439 2854217 1006324 Current Liabilities 3910867 2268171 1906173 1100038 978488 Cash Flow Net Cash Generated from Operating Activities

(290861) 13306 549442 143942 88788 Net Cash Used in Investing Activities (1341726) 172528 (82089) 55092 (160576) Net Cash Used in Financing Activities 1696880 (186599) (717380) (120475) 144891 Market Capitalization (in 000) 9014416 4256438 3704620 3559417 3448485

Managementrsquos Discussion amp Analysis

STxLAnnual Report 2018-2019 29

Financial and Economic Scenario of Bangladesh and the Globe (in brief)

Bangladesh is the 41st largest in the world in nominal terms and 30th largest by purchasing power parity (PPP) it is classified among the Next Eleven emerging market middle income economies and frontier market GDP growth is accelerating gradually Along with the current FY2018-19 the GDP growth rate of the economy of Bangladesh surpassed the 7 percent mark for consecutive four times since FY2015-16 According to Estimated Bangladesh Bureau of Statistics (BBS) the GDP growth stood at 813 percent in FY2018-19 which was 786 percent in previous fiscal year High growth of manufacturing sector under broad industry sector has contributed significantly to achieve high GDP growth in this fiscal year

Per capita GNI (Gross National Income) and GDP (Gross National Product) stood at US$1909 and US$1827 respectively in FY2018-19 compared to US$1751 and US$1675 respectively in FY2017-18 On the basis of PPP (Purchasing Power Parity) calculated by UNDP the per capita GNI stood at US$3524 The real GDP growth for World economy stands at 33 (Source IMF)

Bangladesh registered the fastest growth rate in the Asia-Pacific economies comprised of 45 countries according to Asian Development Bank Bangladesh will continue to be the fastest growing economy in the Asia-Pacific the bank said in its Asian Development Outlook (ADO)

Public and private investment were important contributors to the high GDP growth rate in 2019 Real investments increased by 1388 Public investment to GDP ratio increased while private investment to GDP ratio decreased However Foreign Direct Investment (FDI) declined to USD 158 billion in FY 2018 from 165 billion in FY 2017 Bangladesh leaped up 7 places in the Global Competitiveness Index from 2017 but it ranked the lowest amongst its East and South Asian neighbors in Ease of Doing Business Ranking 2018 The countryrsquos Logistics

Performance Index has dropped over the last two years signaling a significant concern for local and foreign investors

One of the most densely populated economies in the world Bangladesh has continued making impressive strides in achieving social development goals for its 16555 million citizens The resilience of the countryrsquos economy is commendable However sound economic policy must be implemented to mitigate underperformance of the financial sector diversify exports and create better employment opportunities by increasing private investment It also require to mitigate the infrastructure bottlenecks insufficient power and gas supplies bureaucratic corruption political instability natural calamities and a lack of skilled workers

Risks and Concerns issues related to the financial statements

Square Tex has exposure to the Counterpart Risk Financial Risk Credit Risk Liquidity Risk and Market Risk arising from the financial statements The detail explanation of risk and concerns are explained in the Note 38 to the consolidated financial statements Square Tex having sufficient and effective measures controls to mitigate the risk and concerns

Future Plan or Projection or Forecast

The Management of Square Tex is very sincere in adoption of necessary feasible plans and strategy in respect of sustainability in its performances amp financial position and to continue the operations for foreseeable future

Managementrsquos Discussion amp Analysis

STxL Annual Report 2018-201930

The number of Board Meeting and the Attendance of Directors during the year 2018-2019 were as follows

Name of the Directors Position Meeting Held Attended Mr Tapan Chowdhury Chairman 8 8 Mrs Ratna Patra Vice Chairman 8 8 Mr Samuel S Chowdhury Managing Director 8 8 Mrs Anita Chowdhury Director 8 5 Mr Anjan Chowdhury Director 8 8 Mr Syed Afzal Hasan Uddin Independent Director 8 7 Mrs Nihad Kabir Independent Director 8 8

Mr S M Rezaur Rahman Independent Director 8 0 Tenure Expired on 8th May 2019 Appointed on 1st August 2019

The pattern of shareholding as on 30 June 2019 are as follows

Name of the Shareholders Status Shares held i ParentSubsidiaryAssociated

Companies and other related parties

- - -

ii Directors Chief Executive Officer Chief Financial Officer Company Secretary Head of Internal Audit and their Spouses and Minor Childrens

Mr Tapan Chowdhury Chairman 6588167 334 Mrs Ratna Patra Vice Chairman 4474493 227 Mr Samuel S Chowdhury Managing Director 6181939 313 Mrs Anita Chowdhury Director 5843083 296 Mr Anjan Chowdhury Director 5401909 274 Mrs Nihad Kabir Independent Director - - Mr S M Rezaur Rahman Independent Director - - Mr M Habibur Rahman Chief Financial Officer - - Mr Sanjib Baran Roy Company Secretary - - Mr Mozibur Rahman Head of Internal Audit amp Compl - -

iv Executives Mr Md Alamgir Hossain Head of Operations - - Mr Suresh Chadra Bala Head of Plant 525 00003 Mr Md Abdur Rahman Head of Engineering 3215 00016 Mr Avijit Kumar Biswas Head of Procurement - - Mr Md Shahid Raihan Head of Quality Assurance - -

v Shareholders Holding 10 or more voting interest in the company Square Pharmaceuticals Ltd Sponsor Shareholder 91436679 4636

The Financial Statement of the Company

present true and fair view of the Companyrsquos state of affairs result of its operation cash flows and changes in equity

Proper books of accounts as required by the prevailing law have been maintained

Appropriate accounting policies have been followed in formulating the financial statements and accounting estimates were reasonable and prudent

The financial statement was prepared in accordance with IAS or IFRS

The internal control system is sound in design and is effectively implemented and monitored

There is no significant doubt about the companyrsquos ability to continue as a going concern

There is no significant deviation from the operating result of the last year

Key operating and financial data of last five years have been presented in summarized form in page no 14

Remuneration of Directors including Independent Director have been shown in Note no 22 in the Notes of Account

Annexure I to the Directorsrsquo Report

THE DIRECTORS ALSO REPORT THAT

STxLAnnual Report 2018-2019 31

A UDIT COM MIT T EE R EPO RT For the year 2018-2019

Square Textiles Limited having an Audit Committee as a subcommittee of the Board of Directors in order to assist the Board of Directors in ensuring and fulfilling its oversight responsibilities The Audit Committee consists of the following persons

Mrs Nihad Kabir Independent Director - Chairman Mrs Ratna Patra Vice Chairman - Member Mr Anjan Chowdhury Director - Member Mr Sanjib Baran Roy Company Secretary - Secretary

The scope of Audit Committee was defined as under

(a) Review and recommend to the Board to approve the quarterly and annual financial statements prepared for statutory purpose

(b) Monitor and oversee choice of accounting policies and principles internal control risk management process auditing matter hiring and performance of external auditors

(c) Review statement of significant related party transactions submitted by the management

(d) Carry on a supervision role to safeguard the systems of governance and independence of statutory auditors and

(e) Review and consider the report of internal auditors and statutory auditors observations on internal control

Activities carried out during the year

The Committee reviewed the integrity of the quarterly and annual financial statement and recommended to the Board for consideration The Committee had overseen reviewed and approved the procedure and task of the internal audit financial report preparation and the external audit reports The Committee found adequate arrangement to present a true and fair view of the activities and the financial status of the company and didnrsquot find any material deviation discrepancies or any adverse findingobservation in the areas of reporting

Mrs Nihad Kabir Chairman Audit Committee Date 13th October 2019

Annexure II to the Directorsrsquo Report

STxLAnnual Report 2018-2019 33

D I R E C T O R S P R O F I L E

W ho ar e se ek i ng a ppointm ent

Re-appointment of Director

Mrs Anita Chowdhury is a Director of Square Textiles Ltd spouse of late Samson H Chowdhury Founder Chairman of the Company Mrs Chowdhury is associated with the business from its inception in 1994 She is also a shareholder of Square Pharmaceuticals Ltd (Listed Company) Mrs Anita Chowdhury is also Director in 3 other private limited company namely Astras Limited Square Holdings Limited and Square Air Limited under the Square Group Mr Tapan Chowdhury is a Director of Square Textiles Ltd from its inception in 1994 and appointed as Chairman in 2018 second son of late Samson H Chowdhury founder Chairman of the Company Science graduate from the University of Dhaka and has completed different advanced courses on Business Management in Europe Having a prosperous experience of more than 37 years in Pharmaceuticals Hospitals Textiles RMG IT Healthcare Toiletries Food amp Consumer Products Organic Tea Plantation Capital Market Operation amp Satellite TV Broadcasting

Mr Chowdhury also Sponsor Director in 30 other private limited company namely Square Hospitals Ltd Square Toiletries Ltd Square Fashions Ltd Square Denims Ltd Square Food amp Beverages Ltd Square Securities Management Ltd Square Air Ltd Astras Ltd Sabazpur Tea Company Ltd Maasranga Communications Ltd (Maasranga Television) under the Square Group

At present he is the Chairman of Bangladesh Herbal Products amp Manufactures Association and Koinonia President of United Baptist Church Trust Association Vice President of Baptist World Alliance and Asia Pacific Baptist Federation EC Member of International Chamber of Commerce and Kurmitola Golf Club

He was an Advisor (Minister) to the Caretaker Government of Bangladesh in 2007 Mr Chowdhury was also a Former President of The Metropolitan Chamber of Commerce and Industry (MCCI) Young Menrsquos Christian Association (YMCA) and Bangladesh Baptist Church Fellowship (BBCF)

Mr Tapan Chowdhury has been awarded several times as a highest individual taxpayer in the Country CIP (Commercially Important Person)

Appointment of Independent Director

Mr S M Rezaur Rahman Economics Graduate Dhaka University is a capital market consultant and Director of United Corporate Advisory Services Ltd a firm of financial amp investment advisory and post issue management of initial public offer of securities amp other related jobs in Bangladesh Mr Reza has a rich experience of more than 35 years in capital market issue and post issue management of initial public offering of securities and in the corporate arena Mr Reza was a partner in AAA Consultant amp Financial Advisors from 1994 to 2004 served as Managing Director of SofSys Computing amp Data Processing Ltd from 1994 to 2011

He was inducted as Nominated Director in the Board of Aramit Cement Limited and Aramit Limited for three years Mr Reza was also the Independent Director of CVO Petrochemical Refinery Ltd Aramit Cement Limited amp Aramit Limited and Chairman of the Audit Committee of Aramit Cement Limited and Aramit Limited

Annexure III to the Directorsrsquo Report

DECLARATION BY CEO AND CFO Under Condition 1(5)(xxvi) of CGC

The Board of Directors Date 13 October 2019 Square Textiles Ltd Square Centre 48 Mohakhali CA Dhaka Subject Declaration on Financial Statements for the year ended on 30th June 2019 Dear Sirs Pursuant to the condition No 1(5)(xxvi) imposed vide the Commissionrsquos Notification No BSEC CMRRCD2006 -158207Admin80 Dated 3 June 2018 under section 2CC of the Securities and Exchange Ordinance 1969 we do hereby declare that 1 The Financial Statements of Square Textiles Ltd for the year ended on 30th June 2019 have been

prepared in compliance with International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS) as applicable in the Bangladesh and any departure there from has been adequately disclosed

2 The estimates and judgments related to the financial statements were made on a prudent and reasonable basis in order for the financial statements to reveal a true and fair view

3 The form and substance of transactions and the Companyrsquos state of affairs have been reasonably and fairly presented in its financial statements

4 To ensure above the Company has taken proper and adequate care in installing a system of internal control and maintenance of accounting records

5 Our internal auditors have conducted periodic audits to provide reasonable assurance that the established policies and procedures of the Company were consistently followed and

6 The managementrsquos use of the going concern basis of accounting in preparing the financial statements is appropriate and there exists no material uncertainty related to events or conditions that may cast significant doubt on the Companyrsquos ability to continue as a going concern

In this regard we also certify that -

(i) We have reviewed the financial statements for the year ended on 30th June 2019 and that to the best of our knowledge and belief

(a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading

(b) these statements collectively present true and fair view of the Companyrsquos affairs and are in compliance with existing accounting standards and applicable laws

(ii) There are to the best of knowledge and belief no transactions entered into by the Company during the year which are fraudulent illegal or in violation of the code of conduct for the companyrsquos Board of Directors or its members

Sincerely yours Samuel S Chowdhury M Habibur Rahman Managing Director Chief Financial Officer

Annexure IV to the Directorsrsquo Report

STxL Annual Report 2018-201934

CERTIFICATE OF COMPLIANCE Under Condition 1(5)(xxvii) of CGC

L imited on compliance on the Corporate Governance Code

We have examined the compliance status to the Corporate Governance Code by Square Textiles Limited for the year ended on 30th June 2019 This Code relates to the Notification No BSEC CMRRCD2006 -158207Admin80 Dated 3 June 2018 of the Bangladesh Securities and Exchange Commission Such compliance with the Corporate Governance Code is the responsibility of the Company Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of the Corporate Governance Code This is a scrutiny and verification and an independent audit on compliance of the conditions of the Corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Corporate Governance Code We state that we have obtained all the information and explanations which we have required and after due scrutiny and verification thereof we report that in our opinion

(a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the above mentioned Corporate Governance Code issued by the Commission or not complied (if not complied specify non-compliances)

(b) The company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code

(c) Proper books and records have been kept by the company as required under the Companies Act 1994 the securities laws and other relevant laws and

(d) The governance of the company is satisfactory

Place Dhaka BK Bhattacharjee FCA Dated 14 October 2019 Chartered Accountants

Partner Chowdhury Bhattacharjee amp Co

Annexure V to the Directorsrsquo Report

STxLAnnual Report 2018-2019 35

Report to the Shareholders of Square Texti les

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

100 Board of Directors 1(1) Board Size (minimum - 5 and maximum - 20) radic 1(2) Independent Director 12(a) 15th of total as Independent Director (ID) radic 12 (b) (i) Does not hold any share of less than 1 shares in the Company radic 12(b) (ii) Not a Sponsor of the Company radic 12 (b)(iii) Who has not been an executive of the company radic 12 (b)(iv) Does not have other relationship radic 12 (b)(v) Not a Member or TREC Director or Officer of any Stock Exchange radic 12 (b)(vi) Not a ShareholderDirectorOfficer of any MemberTREC holder of Stock Exch radic

12 (b)(vii) Not a partner or an Executive or was not a partner or an Executive during the preceding 3 (Three) years of the concerned Companyrsquos statutory audit firm radic

12 (b)(viii) Not an Independent Director in more than five listed Companies radic

12 (b)(ix) Not Convicted by a court of competent jurisdiction as a defaulter in payment of any loanadvance to a Bank or a Non-Bank Financial Institution radic

12 (b)(x) Not convicted for a Criminal Offence radic 12 ( c ) Appointed by the Board and approved by the shareholders in AGM radic 12 (d) Post cannot remain vacant more than 90 days radic 12 (e) Tenure of the Independent Director radic 13 Qualification of Independent Director 13(a) Independent Director shall be a knowledgeable individual radic 13(b)(i) Business Leader who is or was a promoter or director of an unlisted company radic 1(3)(b)(ii) Should be a Corporate LeaderBusiness Leader radic

1(3)(b)(iii) Former official of government radic

1(3)(b)(iv) University Teacher who has educational background in Economics or Commerce or Business Studies or Law radic

1(3)(b)(v) Professional Chartered Accountant Secretary or equivalent qualification radic 1 (3) ( c) The independent director shall have at least 10(ten) years of experiences radic 1 (3) (d) Relaxation in special cases NA 1(4) Duality of Chairperson of the Board of Directors and Managing Director or Chief Executive Officer 1(4)(a) The posts of Chairperson of the board and CEO are different individuals radic

1(4)(b) MD andor CEO of a listed Company shall not hold the same position in another listed Company

radic

1(4)(c) The Chairperson shall be elected form among the non-executive directors radic

1(4)(d) The Board shall clearly define respective roles and responsibilities of the Chairperson and the Managing Director andor CEO

radic

1(4)(e) In absence of Chairperson of the Board etc radic

1(5) The Directorsrsquo Report to Shareholders 1(5)(i) Industry outlook and possible future developments in the industry radic 1(5)(ii) Segment-wise or product-wise performance radic 1(5)(iii) Risks and concerns including internal and external risk factor radic 1(5)(iv) Discussion on Cost of Goods sold Gross profit Margin and Net Profit Margin radic 1(5)(v) Discussion on continuity of any extraordinary activities and implications radic 1(5)(vi) Detailed discussion and statement on related party transactions radic 1(5)(vii) Utilization of proceeds from publicrights issues andor through any others NA

1(5)(viii) Explanation if the financial results deteriorate after the company goes for IPO RPO Rights Offer Direct Listing etc NA

1(5)(ix) Explanation by the Management if significant variance occurs between Quarterly Financial Performance and Annual Financial Statements NA

1(5)(x) Remuneration to Directors including Independent Director radic

1(5)(xi) Statement that financial statements prepared by the management of the issuer present fairly its state of affairs the result of its operations cash flows and changes in equity

radic

1(5)(xii) Proper books of account of the issuer company have been maintained radic

1(5)(xiii) Appropriate accounting policies have been consistently applied in preparation to the financial statements and that the accounting estimates are based on reasonable and prudent judgment

radic

1(5)(xiv) International Accounting Statement (IAS) Bangladesh Accounting Standard (BAS) International Financial Reporting standard (BFRS) as applicable in Bangladesh have been followed in preparation of the financial statements and any departure there-from has been adequately disclosed

radic

1(5)(xv) The system of internal control is sound in design and has been effectively implemented and monitored radic

1(5)(xvi) A statement that minority shareholders have been protected from abusive actions by or in in the interest of controlling shareholders acting either directly or indirectly and have effective means of redress

radic

STATUS OF COMPLIANCE Under Condition 1(5)(xxvii) of CGC

Annexure VI to the Directorsrsquo Report

STxL Annual Report 2018-201936

Annexure VI to the Directorsrsquo Report

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

1(5)(xviii) Significant deviations from the last yearrsquos operation results of the issuer company shall be highlighted and the reasons there of should be explained radic

1(5)(xix) Key operating and financial data of at least preceding 5 (Five) years shall be summarized radic

1(5)(xx) If the issuer company has not declared dividend (cash or stock) for the year the reasons there of shall be given NA

1(5)(xxi) Boardrsquos statement to the effect that no bonus shares or stock dividend paid as interim dividend NA

1(5)(xxii) The number of Board meetings held during the year and attendance by each Director shall be disclosed radic

1(5)(xxiii) A report on the pattern of shareholding disclosing the aggregate (name wise details) radic

1(5)(xxiii)(a) ParentSubsidiaryAssociated Companies and other related parties (name wise details) radic

1(5)(xxiii)(b) Directors CEO Company Secretary CFO HIAC and their spouses and minor children (name wise details) radic

1(5)(xxiii)(c) Executives radic

1(5)(xxiii)(d) Shareholders holding ten percent (10) or more voting interest in the company (name wise details) radic

1(5)(xxiv)(a) A brief resume of the director in case of appointment or reappointment radic 1(5)(xxiv)(b) Nature of hisher expertise in specific functional areas

radic

1(5)(xxiv)(c ) Names of the companies in which the person also holds the directorship and the memberships of committees of the Board

radic 1(5)(xxv) Management discussion and analysis signed by CEOMD presenting detail analysis of the companyrsquos position and

operations 1(5)(xxv)(a) Accounting policies and estimation for preparation of financial statements radic

1(5)(xxv()b) Changes in accounting policies and estimation as well as cash flows on absolute figure for such changes radic

1(5)(xxv(c ) Comparative analysis and financial position as well as cash flew for current financial year with immediate preceding five years explaining reasons radic

1(5)(xxv)(d) Compare such financial performance or results and financial position as well as cash flows with the peer industry scenario radic

1(5)(xxv)(e) Briefly explain the financial and economic scenario of the country and globe radic 1(5)(xxv)(f) Risks and concerns issues related to the financial statements radic

1(5)(xxv)(g) Future plan or projection or forecast for companyrsquos operation shall be explained to the shareholders in the next AGM radic

1(5)(xxvi) Declaration or certification by the CEO and the CFO to the Board as required under condition No 3(30) shall be disclosed as per Annexure-A radic

1(5)(xxvii) The report as well as certificate regarding compliance of conditions of this Code as required under condition No 9 shall be disclosed radic

1(6) Meeting of the Board of Directors 1(6) Compliance under Bangladesh Secretarial Standards (BSS) radic 1(7) Code of Conduct for the Chairperson other Board members and Chief Executive Officer

1(7)(a) The Board shall lay down a code of conduct based on the recommendation of the Nomination and Remuneration Committee(NRC) radic

1(7)(b) The code of conduct as determined by the NRC shall be posted on the website of the company including among others prudent conduct and behaviorhellip radic

2 Governance of Board of Directors of Subsidiary Company

2(a) Provisions relating to the composition of the Board of the holding company shall be made applicable to the composition of the Board of the subsidiary company

radic

2(b) Independent Director of holding company also in the subsidiary company radic

2(c) Minutes of subsidiary to be placed in the meeting of holding company radic

2(d) The minutes of the respective Board meeting of the holding company shall state that they have reviewed the affairs of the subsidiary company

radic

2(e) The Audit Committee of the holding company shall also review the financial statements in particular the investments made by the subsidiary company radic

3 Managing Director (MD) or Chief Executive Officer Chief Financial Officer (CFO) Head of Internal Audit and Compliance (HIAC) and Company Secretary (CS) 31 Appointment

3(1)(a) Board shall appoint a MD or CEO Company Secretary CFO and HIAC radic

3(1)(b) The positions of the MDCEOCSCFO amp HIAC shall be filled by different individuals radic

3(1)(c) The MD or CEO CS CFO and HIAC of a listed company shall not hold any executive position in any other company at the same time radic

3(1)(d) The Board shall clearly define respective roles responsibilities and duties of the CFO the HIAC and the CS radic

3(1)(e) MD or CEO CS CFO and HIAC shall not be removed from their position without approval of the Board and be disseminated to the commission and exchange radic

32 Requirement to attend Board of Directorsrsquo Meetings 3 (2) MD or CEOCSCFO and HIAC shall attend the meetings of the Board radic 33 Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial Officer (CFO)

3(3)(a)(i) The statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading radic

3(3)(a)(ii) The statements together present a true and fair view of the companyrsquos affairs and are in compliance radic

3(3)(b) The MD or CEO and CFO to certify on due diligence in the Report radic

STxLAnnual Report 2018-2019 37

Annexure VI to the Directorsrsquo Report

Condition

No Title Compliance Status

Remarks (If any) Compiled Not Compiled

3(3)( c) The certification of the MDCEO and CFO shall be disclosed in the Annual Report radic 4 Board of Directorsrsquo Committee 4 (i) Audit Committee radic 4 (ii) Nomination and Remuneration Committee radic 5 Audit Committee 51 Responsibility to the Board of Directors 5(1) (a) Company shall have an Audit Committee as a sub-committee of the Board radic

5(1) (b) Audit Committee shall assist the Board in ensuring that the financial statements reflect true and fair view of the state of affairs of the Company and in ensuring a good monitoring system within the business

radic

5(1) (c) Audit Committee shall report on its activities to the Board of Directors radic

52 Constitution of the Audit committee 5(2) (a) The Audit Committee shall be composed of at least 3 (three) members radic

5(2) (b) Board shall appoint members of the Audit Committee who shall be non-executive director

radic

5(2) (c ) All members of the Audit Committee should be ldquofinancially literaterdquo and at least 1 (one) member shall have accounting or related financial management experience

radic

5(2) (d) When the term of service of the Committee members expires or there is any circumstance causing any Committee member to be unable to hold hellip radic

5(2) (e) The Company Secretary shall act as the Secretary of the Audit Committee radic 5(2)(f) Quorum of Audit Committee meeting at least One independent director radic 53 Chairperson of the Audit Committee 5(3)(a) The Board shall select Chairperson of the Audit Committee who will be ID radic 5(3)(b) Absence of the Chairperson of the Audit Committee members to elect one radic 5(3)( c) Chairperson of the Audit Committee shall remain present in the AGM radic 54 Meeting of the Audit Committee 5(4)(a) The Audit Committee shall conduct at least 4 meetings in a financial year radic 5(4)(b) Quorum of Audit Committee presence of 2 or 23 members whichever is higher radic 55 Role of Audit Committee 5(5)(a) Oversee the financial reporting process radic 5(5)(b) Monitor choice of accounting policies and principles radic 5(5)(c ) Internal Audit and Compliance process to ensure that it is adequately resourced radic 5(5)(d ) Performance of external auditors radic

5(5)(e) Hold meeting with the auditors review the annual financial statements before submission to the Board for approval or adoption radic

5(5)(f ) Review with the management the annual financial statements before submission to the Board for approval radic

5(5)(g ) Review with the management the Quarterly and half yearly financial statements before submission to the Board for approval radic

5(5)(h ) The review adequacy of internal audit function radic

5(5)(i) Review the managementrsquos discussion and analysis before disclosing in the Annual Report radic

5(5)(j ) Review statement of all related party transactions submitted by the Mgt radic

5(5)(k ) Review management letters or letter of Internal Control weakness issued by statutory auditors radic

5(5)(l ) Oversee determination of audit fees based on scope and magnitude radic 5(5)(m ) Oversee whether IPO proceeds utilized as per the published Prospectus NA 56 Reporting of the Audit Committee 56 (a) Reporting to the Board of Directors 5(6)(a)(i) The Audit Committee shall report on its activities to the Board radic 5(6)(a)(ii)(a) Report on conflicts of interests radic

5(6)(a)(ii)(b) Suspected or presumed fraud or irregularity or material defect identified in the internal audit and compliance process radic

5(6)(a)(ii)(c) Suspected infringement of laws regulatory compliance including securities related laws relies and regulation radic

5(6)(a)(ii)(d) Any other matter which the Audit Committee deems necessary shall be disclosed to the Board immediately radic

56 (b) Reporting to the Authorities 57 Reporting to the Shareholders and General Investors 5(7) Reporting to the Shareholders and General Investors radic 6 Nomination and Remuneration Committee (NRC) 61 Responsibility to the Board of Directors 6(1)(a) The company shall have a NRC as a sub-committee of the Board radic

6(1)(b) NRC shall assist the Board in formulation of the nomination criteria or policy for determining qualifications radic

6(1)(c) The Terms of Reference of the NRC shall be clearly set forth in writing radic 62 Constitution of the NRC 6(2)(a) The Committee shall comprise of at least three members including an ID radic 6(2)(b) All members of the Committee shall be non-executive directors radic 6(2)(c) Members of the Committee shall be nominated and appointed by the Board radic

STxL Annual Report 2018-201938

Annexure VI to the Directorsrsquo Report

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

6(2)(d) Board have authority to remove and appoint any member of the committee radic 6(2)(e) Board shall fill the vacancy within 180 days of such vacancy in the Committee radic 6(2)(f) The Chairperson of the Committee may appointco-opt any external expert radic 6(2)(g) The company secretary shall act as the secretary of the committee radic

6(2)(h) The quorum of the NRC meeting shall not constitute without attendance of at least an independent director radic

6(2)(i) No member of the NRC shall receive any remunerationadvisory other than Directorrsquos fees or honorarium form the company radic

63 Chairperson of the NRC 6(3)(a) Board shall select 1 member of the NRC to be Chairperson of the Committee radic 6(3)(b) Absence of chairperson the remaining members may elect one of them radic 6(3)(c) Chairperson of the NRC shall attend the AGM radic 64 Meeting of the NRC 6(4)(a) The NRC shall conduct at least one meeting in a financial year radic 6(4)(b) The Chairperson of the NRC may convene any emergency meeting radic 6(4)(c) Quorum of NRC meeting presence of 2 or 23 members whichever is higher radic

6(4)(d) Proceedings of NRC meeting shall be recorded in the minutes and such minutes shall be confirmed in the next meeting radic

65 Role of NRC

6(5)(a) NRC shall be independent and responsibleaccountable to the Board and to the shareholders radic

6(5)(b)(i)(a) Level and composition of remuneration is reasonable and sufficient to attract retain and motivate suitable directors to run the company successfully radic

6(5)(b)(i)(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks radic

6(5)(b)(i)(c) Remuneration to directors top level executive involves a balance between fixed and incentive pay reflecting short and long term performance radic

6(5)(b)(ii) Devising a policy on Boardrsquos diversity taking into consideration age experience etc radic

6(5)(b)(iii) Identifying persons who are qualified the criteria laid down and recommend their appointment and removal to the Board radic

6(5)(b)(iv) Formulating criteria for evaluation of performance of independent directors and the Board radic

6(5)(b)(v) Identifying companyrsquos needs for employees at different levels and determine their selection transfer or replacement radic

6(5)(b)(vi) Developing recommending and reviewing annually the companyrsquos human resources and training policies radic

6(5)(c ) The company shall disclose the nomination and remuneration policy and the evaluation criteria and activities of NRC at a glance in its annual report radic

7 External or Statutory Auditors 7(1) Issuer company shall not engage its external auditors to perform the following 7(1)(i) Appraisal or valuation services or fairness opinions radic 7(1)(ii) Financial information systems design and implementation radic 7(1)(iii) Book keeping or other service related to the account ion records radic 7(1)(iv) Brokerndashdealer services radic 7(1)(v) Actuarial services radic 7(1)(vi) Internalspecial audit services radic 7(1)(vii) Any services that the Audit Committee may determine radic 7(1)(viii) Certification services on compliance of corporate governance radic 7(1)(ix) Any other service that may create conflict of interest radic

7(2) No partner or employees of the ExternalStatutory Auditors audit firms shall possess any share of the company they audit at least during the tenure radic

7(3) Representative of External Auditors shall remain present in the AGM radic 8 Maintaining a website by the company 8(1) The company shall have an official website linked with that of the stock exchange radic 8(2) The company shall keep the website functional from the date of listing radic

8(3) The company shall make available the detailed disclosures on its website as required under the listing regulations of the concerned stock exchanges radic

9 Reporting and Compliance of Corporate Governance

9(1) The company shall obtain a certificate from a practicing professional firm on yearly basis regarding compliance of conditions of Corporate Governance and such certificate shall be disclosed in the Annual Report

radic

9(2) The professional who will provide the certificate on compliance of Corporate Governance shall be appointed by the Shareholders in the AGM radic

9(3) The directors of the company shall state in accordance with the Annexure-C attached in the directors report whether the company has complied with these conditions

radic

STxLAnnual Report 2018-2019 39

A Nomination and Remuneration Policy

100 Introduction The Nomination and Remuneration Policy is prepared and adopted in compliance with Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission in view to formulate and recommend proper fair transparent and non-discriminatory nomination and remuneration for the Directors and Top Level Executives of the Square Textiles Ltd The Nomination and Remuneration Policy of Directors and Top Level Executives has been formulated by the Nomination and Remuneration Committee and has been approved by the Board of Directors of Square Textiles Ltd 200 Definitions

ldquoNRC or the Committeerdquo means Nomination and Remuneration Committee

ldquothe Companyrdquo means Square Textiles Ltd

ldquoBoardrdquo means Board of Directors of Square Textiles Ltd

ldquoDirectorrdquo means Member of the Board

ldquoTop Level Executiverdquo means the Managing Director or Chief Executive Officer Additional or Deputy Managing Director Chief Operating Officer Chief Financial Officer Company Secretary Head of Internal Audit and Compliance Head of Administration and Human Resources or equivalent positions and same level or ranked or salaried officials of the company 300 Nomination and Remuneration Committee The Nomination and Remuneration Committee has been constituted by the Board of Directors of the Company as a subcommittee to assist the Board under the Condition No 6 of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission

NRC is independent and responsible or accountable to the Board of Directors and to the Shareholders of Company The NRC consists of the following Non-Executive Director of the Board Name of the Members Position in the

Committee

Mrs Nihad Kabir - Chairman Independent Director Mrs Ratna Patra - Member Director Mr Anjan Chowdhury - Member Director The Terms of Reference of the NRC have been defined and adopted by the Board of Directors of the Company 400 Objective

The objective of the NRC is to oversee assist and guide the Board of Directors-

To formulate the criteria for determining qualifications positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration of Directors and Top Level Executives

To devise policy on Boards diversity taking into consideration of age gender experience ethnicity educational background and nationality

To the appointment fixation of remuneration and removal of Directors and Top Level Executives

To formulate the criteria in respect to evaluate performance of the Independent Director and the Board

To identify the companyrsquos needs for employees at different levels and determine their selection transfer or replacement and promotion criteria

NRC SQUARE TEXTILES Under Condition 6(5)(c)

STxL Annual Report 2018-201940

To develop recommend and review the companyrsquos human resources and training policies

To retain motivate and promote talent and to ensure long term sustainability of talented Top Level Executive and create competitive advantage

To recommend Code of Conduct for the Chairman and other Members of the Board and Managing Director

To Implement and monitor policies and processes regarding principles of corporate governance

500 Nomination and Appointment of Directors and Top Level Executives The committee is responsible to ensure that the procedures for nomination and appointment of Directors and Top Level Executive are taken place in transparent rigorous and non-discriminatory way The committee also responsible to identify and ascertain the combination of age gender educational background experience knowledge ethnicity diversity nationality and other relevant personal values amp attributes for nomination and appointment of Director and Top Level Executives 600 Remuneration for Directors and Top Level Executives The committee shall oversee review and make report with recommendation to the Board the level and composition of remuneration is reasonable and sufficient to attract motivate and retain suitable dependable and skilled Director and Top Level Executive They also consider and review the relationship of remuneration to performance is clear and meets appropriate performance benchmarks remuneration to Director and Top Level Executive involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals

700 Validation of the Policy

This policy on Nomination and Remuneration of Directors and Top Level Executives of the Company has been formulated by the Nomination and Remuneration Committee and has been approved by the Board of Directors of Square Textiles Ltd 800 Amendments to the Policy The Board preserve the rights to amend and review time to time the provisions of the policy depending on the legal and other requirements or for a bona fide purpose

B Evaluation of Performance Evaluation of performance of Directors be carried out through completion of a preset confidential questionnaire andor collective feedback or any other effective criteria adopted by the Board yearly or at such intervals of its work function and performance as may be considered necessary in order to ascertain the effectiveness and to measure the contribution of the Directors as well as the Top Level Executives of the Company

C Activities of the NRC carried out during the reporting period The NRC carried out the following activities in line with Committeersquos Terms of Reference during the reporting period i Reviewed and recommended the Code of

Conduct for the Chairman other Members of the Board and Managing Director

ii Reviewed the Companyrsquos existing policy relating to the remuneration of Directors and Top Level Executives

iii Discussed and decided in regard to formulate the criteria of evaluation of performance of the Board and Independent Directors

iv Reviewed the Companyrsquos existing Human Resource and Training policies

NRC SQUARE TEXTILES Under Condition 6(5)(c)

STxLAnnual Report 2018-2019 41

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STxL Annual Report 2018-201942

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STxL Annual Report 2018-201944

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STxLAnnual Report 2018-2019 45

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STxL Annual Report 2018-201946

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Financial Statement 2018-2019

Statement of Financial Position - 54

Statement of Profit or Loss and other Comprehensive Income - 55 Statement of Changes in Equity - 56 Statement of Cash Flows - 57 Basis of Preparation and Presentation - 58 Application of IAS - 58 Employees Benefit Plan - 60 Financial Risk Management - 61 Related Party Transaction - 62 Property Plants and Equipment - 72

Square Texti les Ltd And it Subsidiary

Consolidated

INDEPENDENT AUDITORSrsquo REPORTINDEPENDENT AUDITORSrsquo REPORTTo the shareholders of SQUARE TEXTILES LIMITED

REPORT ON THE AUDIT OF THE CONSOLIDATED amp SEPARATEFINANCIAL STATEMENTS

Opinion

We have audited the Consolidate financial statements of SQUARE TEXTILES LIMITED amp its subsidiary (the ldquoGrouprdquo) as well as the separate financial statements of SQUARE TEXTILES LIMITED (the ldquoCompanyrdquo) which comprise the Consolidated amp Separate Statement of Financial Position as at 30 June 2019 and Consolidated amp Separate Statement of profit or loss amp other Comprehensive Income Consolidated amp Separate Statement of Changes in Equity and Consolidated amp Separate Statement of Cash Flows for the year then ended and notes to the Consolidated amp Separate financial statements including a summary of significant accounting policies and other explanatory information

In our opinion the accompanying consolidated financial statements of the Group amp separate financial statement of the company give a true and fair view in all material respects of the Consolidated amp Separate financial position of the company as at 30 June 2019 and its Consolidated amp Separate financial profit or loss amp other Comprehensive Income and its Consolidated amp Separate cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) the Companies Act 1994 the securities and Exchange Rules 1987 and other applicable laws and regulations

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) Our responsibilities under those standards are further described in the Auditorsrsquo Responsibilities for the Audit of the Consolidated amp Separate Financial Statements section of our report We are independent of the Group amp the Company in accordance with the International Ethics Standards Board for Accountantsrsquo Code of Ethics for Professional Accountants (IESBA code) together with the ethical requirements that are relevant to our audit of the financial statements in Bangladesh and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of most significance in our audit of the financial statement of the current period These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon and we do not provide opinion on these matters

STxL Annual Report 2018-201948

Our response to the risk

RiskRevenue Recognition

See note no 2000 to the Separate financial statements

Revenue recognition has significant and wide influence on financial statements Revenue is recognized when the amounts and the related costs are reliably measured and the performance obligation is complete through passing of control to the customers Revenue from the sale of goods is recognized at the time when the goods are transferred to the buyer the significant risks and rewards of ownership of the goods

We identified revenue recognition as a key audit matter because revenue is one of the key performance indicators of the Company and therefore there is an inherent risk of manipulation of the timing of recognition of revenue by management to meet specific targets or expectations

We focused on the proper cut-off of sales to the Companys customers There is a risk of differences between the timing of invoicing of products and the dispatch of the products

We assessed the appropriateness of revenue recognition accounting policy in line with IFRS 15 Revenue from contracts with customers

Performed walkthroughs to understand the adequacy and the design of the revenue cycle

Tested the internal control over financial reporting we also assessed the existence and accuracy of the sales recorded

Valuation of inventory

See note no 700 to the Separate financial statements

The inventory of Tk 2821819716 at 30 June 2019 held in warehouses and across multiple product lines in factory

In order to carry inventory at the lower of cost and net realizable value management has identified slow moving obsolete and damaged inventories and made adjustments to the carrying value of these items the calculation of which requires certain estimates and assumptions

Evaluating the design and implementation of key inventory controls operating across the factory and warehouse

Testing on a sample basis the stock aging profile expiry dates and the market price used in assessing the net realizable values of inventories to the related supporting documents

Comparing the net realizable value obtained through a detailed review of sales subsequent to the year-end to the cost price of a sample of inventories

Our procedures included the following to assess inventory Valuation

STxLAnnual Report 2018-2019 49

Our response to the riskRiskRevenue Recognition

See note no1400 to the Separate financial statements

The net deferred tax liability totaling Tk 235701174 as at 30 June 2019

Significant judgment is required in relation to deferred tax liabilities as it is dependent on forecasts of future profitability over a number of years

Valuation of Property Plant and Equipment

The carrying value of the PPE amounted to Tk 5374733212 at 30 June 2019 The valuation of PPE was identified as a key audit matter due to the significance of this balance to the financial statements

Expenditures are capitalized if they create new or enhance the existing assets and expensed if they relate to repair or maintenance of the assets Classification of the expenditures involves judgment The useful lives of PPE items are based on managementrsquos estimates regarding the period during which the asset or its significant components will be used The estimates are based on historical experience and market practice and take into consideration the physical condition of the assets

We assessed whether the accounting policies in relation to the capitalization of expenditures are in compliance with IFRS and found them to be consistent

We obtained a listing of capital expenditures incurred during the year and on a sample basis checked whether the items were procured based on internal purchase order that had been properly approved by the responsible individuals

We inspected a sample of invoices and LC documents to determine whether the classification between capital and operating expenditure was appropriate

Our audit included the following proce-dures

We checked deferred tax expenses and liabilities in the financial statements and compare them with the Companyrsquos calculation and records

We obtained an understanding evaluated the design and tested the operational effectiveness of the companyrsquos key controls over the recognition and measurement of deferred tax liabilities and the assumptions used in estimating the companyrsquos future taxable income

We involved tax specialists to assess key assumptions controls recognition and measurement of deferred tax liabilities

We also assessed the appropriateness of presentation of disclosures against IAS-12 income tax

We additionally carried out the following substantive testing for this item

STxL Annual Report 2018-201950

Other MatterOur opinion have been made on the consolidated financial statement of Square Textiles Limited and subsidiary company Square Texcom Limited as at and for the year ended June 30 2019 is audited by Chowdhury Bhattacharjee amp Co Chartered Accountant on October 01 2019 and provided un qualified opinion

Other Information Management is responsible for the other information The other information comprises the information included in the annual report but does not include the financial statements and our auditorrsquos report thereon The Annual Report is expected to be made available to us after the date of this auditorsrsquo report Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon In connection with our audit of the consolidated amp separate financial statements our responsibility is to read the other information and in doing so consider whether the other information is materially inconsistent with the consolidated amp separate financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated Our opinion on the consolidated amp separate financial statements does not cover the other information and we do not express any form of assurance conclusion thereon

Our response to the riskRiskRevenue Recognition

See note no1400 to the Separate financial statements

See note no 314 to the Separate financial statements

Merger with Square Yarns Limited

As per verdict of High Court company matter no 165 of 2018 Square Yarns Limited a private limited company incorporated under Companies Act 1994 has merged with Square Textiles Ltd from January 01 2019

We obtained the order of Honorable High Court amp the Scheme of amalgamation approved by the High Court for this merger We obtained the audited financial statements of Square Yarns Limited for the period ended December 31 2018 We checked whether the carrying amount of Square Yarns Limited has merged with the financial statement of SQUARE TEXTILES LIMITED as at June 30 2019

We evaluated whether the useful lives determined and applied by the management were in line with historical experience and the market practice

We checked whether the depreciation of PPE items was commenced timely by comparing the date of the reclassification from capital in progress to ready for use with the date of the act of completion of the work

STxLAnnual Report 2018-2019 51

Responsibilities of Management and Those Charged with Governance for the Consolidated amp Separate Financial Statements and Internal ControlsManagement is responsible for the preparation and fair presentation of the Consolidated amp Separate financial statements of the Group amp also separate financial statement of the Company in accordance with IFRSs the Companies Act 1994 the Securities and Exchange Rules 1987 and other applicable laws and regulations and for such internal control as management determines is necessary to enable the preparation of Consolidated amp Separate financial statements that are free from material misstatement whether due to fraud or error The companies Act 1994 require the management to ensure effective internal audit internal control and risk management factions of the companyIn preparing the financial statements management is responsible for assessing the Grouprsquos amp the companyrsquos ability to continue as a going concern disclosing as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations or has no realistic alternative but to do soThose charged with governance are responsible for overseeing the Grouprsquos amp the companyrsquos financial reporting process

Auditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether the Consolidated amp Separate financial statements as a whole are free from material misstatement whether due to fraud or error and to issue an auditorrsquos report that includes our opinion Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists Misstatements can arise from fraud or error and are considered material if individually or in the aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated amp Separate financial statements

As part of an audit in accordance with ISAs we exercise professional judgment and maintain professional skepticism throughout the audit We also

Identify and assess the risks of material misstatement of the Consolidated amp Separate financial statements whether due to fraud or error design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion forgery intentional omissions misrepresentations or the override of internal control

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in circumstances

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management

Conclude on the appropriateness of managementrsquos use of the going concern basis accounting and based on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Grouprsquos amp the Companyrsquos ability to continue as a going concern If we conclude that a material uncertainty exists we are required to draw attention in our auditorrsquos report to the related disclosures in the Consolidated amp Separate financial statements or if such disclosers are inadequate to modify our opinion Our conclusions are based on the audit evidence obtained up to the date of our auditorrsquos report However future events or conditions may cause the company to cease to continue as a going concern

bull

bull

bull

bull

STxL Annual Report 2018-201952

Place DhakaDated October 27 2019

Evaluate the overall presentation structure and content of the Consolidated amp Separate financial statements including the disclosures and whether the Consolidated amp Separate financial statements represent the underlying transactions and event in a manner that achieves fair presentation

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the Consolidated amp Separate financial statement we are responsible for the direction supervision and performance of the group audit We solely responsible for our audit opinion

We communicate with those charged with governance regarding among other matters the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable related safeguards

From the matters communicated with those charged with governance we determine those matters that were of most significance in the audit of the Consolidated amp Separate financial statements of the current period and are therefore the key audit matters We describe these matters in our auditorrsquos report unless law or regulation precludes public disclosure about the matter or when in extremely rare circumstances we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication

Report on other Legal and Regulatory Requirements In accordance with the Companies Act 1994 and the Securities and Exchange Rules 1987 and relevant notifications issued by Bangladesh Securities and Exchange Commission we also report that

bull

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of accounts records and other statutory books as required by law have been kept by the company so far as it appeared from our examinations of those books and proper returns adequate for the purpose of our audit have been received from branches not visited by us

The statement of Consolidated amp Separate Financial Position Consolidated amp Separate Statement of profit or loss amp other Comprehensive Income and Consolidated amp Separate Statement of Changes in Equity and Consolidated amp Separate Statement of Cash Flows of the Company dealt with by the report are in agreement with the books of account and returns

The expenditure was incurred for the purpose of the Companyrsquos business

a)

b)

c)

d)

bull

STxLAnnual Report 2018-2019 53

Ahmed Zaker amp Co Chartered AccountantsAKM Mohitul Haq FCASenior Partner

Consolidated

SQUARE TEXTILES LIMITEDConsolidated Statement of Financial PositionAs at June 30 2019

ASSETS

NON-CURRENT ASSETS 6794125077 5850815043Property Plant amp Equipment- Carrying Value 400 6013100252 4369283667Capital Work In Progress 500 724741065 1425247616Goodwill 600 56283760 56283760

CURRENT ASSETS 6834205533 5708002400Inventories 700 3108769448 2117499335Accounts Receivable 800 3254869758 2537386382Advances Deposits amp Prepayments 900 289933615 457007961Cash amp Cash Equivalents 1000 180632712 596108722

TOTAL ASSETS 13628330610 11558817443

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 7498757447 7444414383Share Capital 1100 1972520000 1878590480Retained Earnings 1200 5526237447 5565823903

NON CONTROLLING INTEREST 1300 14938707 23924714

NON-CURRENT LIABILITIES Deferred Tax Liability 1400 279327185 222054637

CURRENT LIABILITIES amp PROVISIONS 5835307271 3868423709Short Term Bank Loan (Secured) 1500 3370859633 3416687761Creditors amp Other Payables 1600 71576651 131402995Liabilities for Others Finance 1700 145174138 136623950Short Term Loan 1800 2168788505 1385741Provision for Income Tax 1900 78908344 182323262 TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 13628330610 11558817443 NET ASSET VALUE PER SHARE (RESTATED) 3802 3774

STxL Annual Report 2018-201954

Particulars Note June 302018Taka

June 302019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SALES REVENUE 2000 10562041464 9411869563

Cost of Goods Sold 2100 (9425402349) (8443275210)

GROSS PROFIT 1136639115 968594353

Administrative Overhead 2200 (278901489) (286279858)

Selling and Distribution Overhead 2300 (15559867) (10055542)

PROFIT FROM OPERATIONS 842177759 672258953

Finance Cost 2400 (280059922) (107733800)

Non-Operating Income 12790260 5181890

PROFIT BEFORE WPPF amp WF 574908097 569707043

Allocation for WPPF amp WF 2500 (27376576) (27128907)

PROFIT BEFORE TAX 547531521 542578136

Provision for Tax (Current) 2600 (59896768) (64328453)

Provision for Tax (Deferred) 2700 (57272548) (18777387)

Profit After Tax for The Period 430362205 459472296

Non-Controlling Interest (1338236) (2416813)

Net Income for the Period 429023969 457055483

EARNINGS PER SHARE (EPS)- RESTATED 2800 218 232

SQUARE TEXTILES LIMITEDConsolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended June 30 2019

STxLAnnual Report 2018-2019 55

Particulars Note 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SQUARE TEXTILES LIMITEDConsolidated Statement of Changes in EquityFor the Year Ended June 30 2019

Share Retained Total Capital Earnings Balance as at June 30 2018 1878590480 5565823903 7444414383 Net Profit for the Year Ended June 30 2019 - 429023969 429023969 Adjustment of Non controlling Interest - 1037191 1037191 Cash Dividend for 2017-18 - (375718096) (375718096)Stock Dividend for 2017-18 93929520 (93929520) - Balance As at June 30 2019 1972520000 5526237447 7498757447 Tk

Particulars

For the Year Ended June 30 2018

Share Retained Total Capital Earnings Balance as at June 30 2017 1789133790 5556051868 7345185658 Net Profit for the Year Ended June 30 2018 - 457055483 457055483 Cash Dividend for 2016-17 - (357826758) (357826758)Stock Dividend for 2016-17 89456690 (89456690) - Balance As at June 30 2018 1878590480 5565823903 7444414383 Tk

Particulars

STxL Annual Report 2018-201956

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 9844558088 8805485201Exchange Fluctuation Gain (Realization from Transection) 6599666 3498975Receipts from Other Income 1947315 597793Total Receipts 9853105069 8809581969 Payments to Suppliers (8135939006) (6378230512)Paid for Operating amp Non-operating Expenses (2084602173) (2194327758)Interest Expenses Paid (240448525) (83330142)Income Tax Paid (58842458) (101025851)Total Payments (10519832162) (8756914263) Net Cash Generated (Used in) from Operating Activities (666727093) 52667706 CASH FLOWS FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant amp Equipment (1444563624) (1418810057)Paid for Non controlling Interest for Merger of SYL (9287050) -Net Cash Generated (Used in) from Investing Activities (1453850674) (1418810057) CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (45828128) 1477139998Short Term Loan from (To) Sister Company 2124536378 (21069052)Payment of Dividend (375718096) (357826758) Net Cash Generated (Used in) from Financing Activities 1702990154 1098244188 Increase (Decrease) in Cash amp Cash Equivalents (417587613) (267898163)Net effect of foreign currency translation 2111603 1085122Opening Cash amp Cash Equivalents 596108722 862921763

CLOSING CASH amp CASH EQUIVALENTS 180632712 596108722 Net Operating Cash Flows Per Share(Restated) (338) 027

SQUARE TEXTILES LIMITEDConsolidated Statement of Cash Flows For the Year Ended June 30 2019

STxLAnnual Report 2018-2019 57

Particulars 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SQUARE TEXTILES LIMITEDSQUARE TEXTILES LIMITEDNotes to the Consolidated Financial StatementsAs at and for the year ended June 30 2019

1ESTABLISHMENT AND OPERATIONS

11 LEGAL FORM OF THE ENTERPRISES

Square Textiles Limited (Here in after said as the company) is a public limited company and its subsidiary Square Texcom Limited incorporated with the Registrar of Joint Stock Companies and Firms Dhaka Bangladesh under Companies Act 1913 and Companies Act 1994 respectively The Company is listed with Dhaka Stock Exchange (DSE) amp Chittagong Stock Exchange(CSE)

12 ADDRESS OF REGISTERED OFFICE AND FACTORY OF THE COMPANY

The address of the registered office at Square Centre 48 Mohakhali CA Dhaka -1212 Factory at 1) Saradaganj Kashimpur Gazipur 2) Olipur Habiganj 3) Kathali Valuka Mymensingh

13 NATURE OF BUSINESS

The company owns Six (6) units of spinning mills and a twisting mill Its activities and operations are related with manufacturing and marketing of Yarns

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATERIAL INFORMATION

21 STATEMENT OF COMPLIANCE

The financial statements have been prepared in conformity with the provisions of the Companies Act 1994 The Securities and Exchanges Rules 1987 and other relevant rules and regulations

22 BASIS OF PREPARATION

The financial statements have been prepared in accordance with the going concern principle and historical cost convention The significant accounting policies are set out below

23 STATEMENT ON COMPLIANCE OF INTERNATIONAL ACCOUNTING STANDARDS

The following IASs and IFRSs are applicable for the financial statements for the year under review

IAS 1 Presentation of Financial StatementsIAS 2 InventoriesIAS 7 Statement of Cash FlowsIAS 8 Accounting Policies Changes in Accounting Estimates and ErrorsIAS 10 Events after the Reporting PeriodIAS 12 Income TaxesIAS 16 Property Plant and EquipmentIAS 19 Employee BenefitsIAS 21 The Effects of Changes in Foreign Exchange RatesIAS 23 Borrowing CostsIAS 24 Related Party DisclosuresIAS 33 Earnings per ShareIAS 34 Interim Financial ReportingIAS 36 Impairment of Assets IAS 37 Provisions Contingent Liabilities and Contingent AssetsIFRS 3 Business Combination IFRS 5 Non-Current Assets Held for Sale amp Discontinued OperationsIFRS 7 Financial Instruments DisclosureIFRS 8 Operating SegmentsIFRS 10 Consolidated Financial StatementsIFRS 12 Disclosures of interests in Other EntitiesIFRS 15 Revenue from Contracts with CustomersIFRS 16 Leases

STxL Annual Report 2018-201958

Consolidated

24 GOING CONCERN

As per IAS-1 a company is required to make assessment at the end of each year to assess its capability to continue as going concern The 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 liabilities For this reason the Directors continue to adopt the going concern assumption while the financial statements have been prepared

25 ACCRUAL BASIS

The financial statements have been prepared except cash flow information using the accrual basis of accounting

26 STRUCTURE CONTENTS AND PRESENTATION OF FINANCIAL STATEMENTS

The presentation of the financial statements is in accordance with the guidelines provided by IAS-1 lsquorsquoPresentation of Financial Statementsrdquo A complete set of financial statements comprise

i) Statement of Consolidated Financial Position as at June 30 2019ii) Statement of Consolidated Profit or Loss and other Comprehensive Income for the year ended June 30 2019iii) Statement of Consolidated Changes in Equity for the year ended June 30 2019iv) Statement of Consolidated Cash Flows for the year ended June 30 2019 andv) Notes comprising a summary of significant accounting policies and other explanatory information to the Consolidated Financial Statements for the year ended June 30 2019

27 STATEMENT OF CASH FLOWS

The Statement of Cash Flows is prepared using the direct method as stipulated in International Accounting Standards IAS-7 ldquoStatement of Cash Flowsrdquo

30 PROPERTY PLANT AND EQUIPMENT

As per IAS-16 Property Plant and Equipment are stated at their historical cost less accumulated depreciation No depreciation has been charged on the Freehold Land and on the Capital work in progress Depreciation is charged on all other assets on straight-line method Depreciation of an asset begins when it is available for use ie 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 ceases at the earlier of the date that the asset is classified as held for sale (or included in a disposal group that is classified as held for sale) in accordance with IFRS 5 and the date that the assets are derecognized

Depreciation is computed on the straight-line basis over the estimated useful lives as follows

Factory Building and other Construction

Plant amp Machinery

Laboratory amp other Equipment

Furniture amp Fixture

Motor Vehicles

Electrical Installation

Particulars Useful Life(Years)

20

10-15

5-8

5-8

5

5-8

STxLAnnual Report 2018-2019 59

Consolidated

31 IMPAIRMENT OF ASSET

As per IAS-36 Revenue and Profitability of the company is Consistent and net worth of the company is growing every year that indicates our assets are performing at their highest as per our intended procurement and the summation of the discounted future cash flow from the operation of the assets would be positive if we dispose off those assets at the date of financial reporting But presently we have no intension to dispose off these assets As such we did not consider to recording the impairment lossgain

32 INVENTORIES

As per IAS-2 Inventories comprises of Raw Materials Raw Materials in transit Packing Materials Work in Progress Finished Goods Comber Noil and Spare amp Spare Parts in transit Inventories are valued at the lower of cost and net realizable value Cost comprises invoice value plus applicable handling charges Net realizable value is based on estimated selling price less estimated cost to completion and selling expenses

33 EMPLOYEESrsquo SEPARATION PLAN

Provident Fund

The company has established an approved contributory provident fund scheme A board of trustees wholly administers the fund No part of the fund is included in the asset of the group

Gratuity Fund

The Company operates an unfunded gratuity scheme The Company has applied for recognition of the gratuity fund from National Board of Revenue (NBR) Group Insurance

The group has two group insurance schemes for its permanent employees premium for which is being charged to statement of comprehensive Income

Workerrsquos Profit amp Participation Fund

The company makes a regular allocation of 5 on net profit before tax to these funds and payment is made to the workerrsquos as per provision of Labor Law 2006 chapter-15

34 REVENUE RECOGNITION

As per IFRS-15 Revenue is recognized as control is passed either over time or at a point in time An entity recognizes revenue over time if one of the following criteria is met the customer simultaneously receives and consumes all of the benefits provided by the entity as the entity performs the entityrsquos performance creates or enhances an asset that the customer controls as the asset is created or the entityrsquos performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date

Income refers to increases in economic benefits during the accounting period in the form of inflows or enhancements of assets or decreases of liabilities that result in an increase in equity other than those relating to contributions from equity participants

35 OTHER INCOME

It is recognized when received

36 FOREIGN CURRENCY TRANSACTIONS

As per IAS-21 Transactions in Foreign Currencies are translated into BDT at the rate of exchange ruling on date of transaction Monetary assets and liabilities expressed in foreign currencies are translated into BDT at the rate of exchange ruling at the date of Statement of Financial position

37 BORROWING COSTS

As per IAS-23 Borrowing costs are recognized as expenses in the period in which they incurred and capitalized the same that incurred before commencement of commercial operation

38 FINANCIAL INSTRUMENTS

As per IFRS-7 Financial assets and liabilities are recognized on the Statement of Financial Position when the company has become a party to a contractual provision of the instrument

STxL Annual Report 2018-201960

Consolidated

Receivables

Trade Receivables are stated at their nominal value and considered good No provision has been made for doubtful debt and no amount was written off as bad

Payables

Trade Payables are stated at their nominal value

Due to Due from Related Parties

Due to Due from related parties are stated at nominal value

Borrowings

Interest bearing bank loans and overdrafts are recorded at the proceeds received net of direct issue costs Finance charges are accounted for on an accrual basis

Financial Risk Management

The company has exposures to the following risks its use of financial statements

bull Credit riskbull Liquidity riskbull Market risk

The Board of Directors has overall responsibility for the establishment and oversight of the companyrsquos risk management framework The Board oversees how management monitors compliance with risk management policies and procedures and reviews the adequacy of the risk management framework in relation to risks faced by the group The Board is assisted in its oversight role by Audit Committee Internal audit under the purview of Audit Committee undertakes both regular and adhoc reviews of risk management controls and procedures the results of which are reported to the Audit Committee

Credit Risk

Credit risk is the risk of financial loss to the Company if a buyer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Companys receivable from customers and investment securities The Companys sales are made to renowned RMG Exporting Company Sales made to the entity are fully secured by Letters of Credit issued by local scheduled banks

Liquidity Risk

Liquidity risk is the risk that the Company will unable to meet its financial obligations as they fall due The Companys 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 Companys reputation In general 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 liquidityfund to make the expected payment within due date Moreover the Company seeks to maintain short term lines of credit with scheduled commercial banks to ensure payment of obligations in the event that there is insufficient cash to make the required payment

The requirement is determined in advance through cash flows projections and credit lines facilities with banks are negotiated accordingly

Seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Market Risk

Market Risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the Companys income or the value of its holding of financial instruments The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return

STxLAnnual Report 2018-2019 61

Consolidated

Capital Risk Management

The Companyrsquos objectives when managing capital are to safeguard the Companyrsquos ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Money Laundering

The company considers prevention of money laundering risk not only as a compliance requirement imposed by the law of the country but also as one of its ethical business values

39 LEASE

As per IFRS-16 The entity has no lease So there will be no implication regarding IFRS 16 in this financial year

310 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprises cash in hand bank currents accounts other bank deposits free of encumbrance and having maturity dates of three months or less from respective dates of deposit

311 TAXATION

Income tax expense represents the sum of the tax currently payable and deferred tax

Current Tax

The tax currently payable is based on taxable profit for the year Taxable profit differs from profit as reported in the statement of Comprehensive Income because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible in other years and it further excludes items that are never taxable or deductible The companyrsquos liability for current tax is calculated using tax rates that have been enacted on date of Statement of Financial Position

Deferred Tax

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the balance sheet liability method Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized based on tax rates (and tax laws) that have been enacted by the date of Statement of Financial Position

312 CONTINGENT LIABILITIES AND ASSETS

Current or possible obligations or assets arising from past events and whose existence is due to the occurrence or non-occurrence of one or more uncertain events which are not within the control of the company

313 RELATED PARTY TRANSACTION

The company has some related party transactions in arm length transactions with its sister concern

314 MERGED WITH SQUARE YEARNS LIMITED

As the project of Square Yarns Limited (SYL) is located within the premises of Square Textiles Limited (STxL) at Saradaganj Kashimpur Gazipur the separated operations of various aspects of SYL is a complex one Since STxL holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Board of Directors have recommended for amalgamation under provision of section 228 amp 229 of the Companies Act 1994

STxL Annual Report 2018-201962

Consolidated

The Process of Merger

After approval of Board of Directors and consent of minority shareholders the Honrsquoble High Court Division of the Supreme Court of Bangladesh has sanctioned the scheme of amalgamation of Square Yarns Ltd (SYL) share with Square Textiles Ltd (STxL) on 29th October 2018 The merger has been executed with effect from January 01 2019

Purchase Consideration

Square Textiles Limited holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Compensation of the minority shareholders is based on cash at a book value of shares as on 30 June 2017 subject to approval by the Court of Jurisdiction Honrsquoble High Court Division of the Supreme Court of Bangladesh

IFRS Followed for The Business Combination IFRS-3 (Business Combinations) is mainly followed for the amalgamation of Square Yarns Ltd with Square Textiles Ltd on the basis of equity

As Per Paragraph 5 of ifrs-3 ldquoApplying The Acquisition Method Requires

(a) Identify the acquirer(b) Determining the acquisition date(c) Recognizing and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquire and(d) Recognizing and measuring goodwill or a gain from a bargain purchaserdquo

315 SEGMENT REPORTING

As per IFRS-8 As there is a single business and geographic segment within which the company operates as such no segment reporting is felt necessary

316 EARNINGS PER SHARE

As per IAS-33 Basis Earning per Share (EPS) has been computed dividing the earnings attributable to the weighted average number of the ordinary shares during the period

317 COMPARATIVE FIGURE

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 years financial statements Previous year comparative information of the Statement of Profit or Loss and other Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows are presented as unaudited

318 FINANCIAL YEAR

For this year financial year means July 01 2018 to June 30 2019

319 EVENTS AFTER THE REPORTING PERIOD

As per IAS-10 ldquoEvents after the Reporting Periodrdquo are those events favorable and unfavorable that occur between the end of the reporting period and the date when the financial statements are authorized for issue There are no events after the end of the reporting period

320 CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements comprise the following

1 Square Texcom Limited

321 GENERAL

Figures have been rounded off to the nearest taka as it the reporting currency of these financials

STxLAnnual Report 2018-2019 63

4 PROPERTY PLANT amp EQUIPMENT TK 6013100252 Details of Property Plant amp Equipment and Depreciation as at June 30 2019 are shown in the annexed schedule-01 Depreciation for the year charged to Factory Overhead (Note-213) The break-up of the balances are depicted below Fixed Assets at Cost Opening Balance 8813079842 8561946086Addition during the Year 2160369578 265969327Sale Obsolete during the Year (230522431) (14835571)Closing Balance(Cost) 10742926989 8813079842

Accumulated Depreciation Opening Balance 4443796175 4047294966Charged during the Year 501253590 409249836Adjustment for saleObsolete (215223028) (12748627) 4729826737 4443796175

Carrying Value 6013100252 4369283667

5 CAPITAL WORK IN PROGRESS TK 724741065

Opening Balance 1425247616 270319942 Addition during the Year 673620883 1379859210 Transfer to Property Plant amp Equipment (1374127434) (224931536)Closing Balance (Cost) 724741065 1425247616

6 GOODWILL TK 56283760

Investment in Square Texcom Ltd 65783760 65783760(For 95000 shares of Square Texcom Ltd) Less Face Value of the Shares 9500000 9500000 56283760 562837607 INVENTORIES TK 3108769448 Stocks of Raw Materials 2860338753 1851301619Raw Materials 2345843023 1316945017Raw Materials In Transit 125670959 253946100Packing Materials 19545342 13842823Work - in - process 158585990 73007237Finished Goods 210693439 193560442

Stocks of Spares 248430695 266197716Spares at Store 241210310 239896287Spares in Transit 7220385 26301429

3108769448 2117499335

The basis of valuation is stated in Note -3(2) Carrying amount of inventories pledged as security No segmentation of stock is required because of homogenous materials and process

Tk

Tk

Tk

STxL Annual Report 2018-201964

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

8 ACCOUNTS RECEIVABLES TK 3254869758

This represents invoice value of goods delivered to customer This is considered good and collectible

Aging of the above balance is as follows Below 60 days 1510695509 1043624024 Within 61-120 days 1269408592 1194206454Above 120 days 474765657 299555904 3254869758 2537386382 a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person b) The carrying amount of Trade Debtors pledged as security

c) Accounts Receivable is secured considered as good and is falling due within one year Classification schedule as required by Schedule XI of Companies Act 1994

Tk

9 ADVANCES DEPOSITS amp PREPAYMENTS TK 289933615This is made up of the followings

Advances and Prepayments 207243631 375973570Income Tax 48571895 153041124Salary amp PF Current account 1184000 2244602 Other Expenses 22817327 21702776 Contractor amp Suppliers 134670409 198985068

Deposits 82689984 81034391 Security Deposit 73803648 70924398 Margin on Bank Guarantee 8886336 10109993

Tk 289933615 457007961

(a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person (b) There was no amount was due by the associated undertaking (c) The advances amp deposits considered good amp recoverable

10 CASH amp CASH EQUIVALENTS TK 180632712

This is made up of the followings

Cash in Hand 5885341 7535794Cash at Bank 174747371 588572928 Tk 180632712 596108722

Foreign currency account balances have been converted to Taka at the ruling rate at the reporting date

11SHARE CAPITAL TK 1972520000This is made up of the followings

Authorized300000000 Ordinary Shares of Tk 1000 each 3000000000 3000000000

Issued Subscribed and Paid up 1972520000 1878590480(197252000 Ordinary Shares of Tk 1000 each fully Paid up)

STxLAnnual Report 2018-2019 65

Particulars June 302018Taka

June 302019Taka

Tk

Distribution schedule of each class of equity security setting out the number of holders and percentage as on June 30 2019

Less than 500 shares500 to 5000 shares5001 to 10000 shares10001 to 20000 shares20001 to 30000 shares30001 to 40000 shares40001 to 50000 shares50001 to 100000 shares100001 to 1000000 sharesOver 1000000 shares

As per FolioNo of holders Holdings No of holders Holdings

Range of Holdings As per BO ID Total shareHolding In

Total

1081471 6162011 3060520 35435471871659

1468145 898718

3076833 14476740 94723423

130363067

1387525 6467477 3119367 3601999 1926137 1533907 1039509 3416526

16907255 157852298197252000

070328158183098078053173857

8003 10000

306054 305466

58847 58452 54478 65762

140791 339693

2430515 63128875 66888933

89703762

439255

784320455211

13675

3464268

84223459

3769

13 NON CONTROLLING INTERESTTK 14938707

5000 shares of Tk 100 at par of Square Yarns Limited 500000 5000005000 shares of Tk 100 at par of Square Texcom Ltd 500000 500000Shares of Accumulated Profit 24262948 22924714Adjustment of Non controlling Interest of SYL (1037191) -Paid to NCI for Merger of SYL (9287050) - 14938707 23924714

(a) This represents the minority share holdings in Square Yarns Limited and Square Texcom Ltd as on June 30 2019

(b) Voting power is not different with proportion of ownership interest The company is using equity method of accounting in preparation of consolidated financial statements

12 RETAINED EARNINGS TK 5526237447Opening Balance 5565823903 5556051868Add Surplus for the Year 429023969 457055483Adjustment of Non controlling Interest 1037191 -Less Cash Dividend paid during the Year (375718096) (357826758)Less Appropriation for stock dividend (93929520) (89456690) 5526237447 5565823903

Shareholders Group Number of Investors Number of Shares

SponsorsDirectors 7 121959707 62 62Foreign Investors 5 6572330 3 6 Institutions 238 41857739 21 19 General Public 17194 26862224 14 13Total 17444 197252000 100 100

Percentageof ShareHolding

2018-2019

Percentageof ShareHolding

2017-2018

The position of shareholders as on June 30 2019 is as follows

STxL Annual Report 2018-201966

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

14 DEFERRED TAX LIABILITY TK 279327185

Opening Balance 222054637 203277250Deferred tax Liabilities 57272548 18777387Closing Balance Tk 279327185 222054637

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

A) Deferred Tax Liability is Arrived at as Follows Carrying Value of Depreciable Fixed Assets 5332662371 3692397786Less Tax Base Carrying Value (3470481142) (2212033539)Taxable Temporary Difference 1862181229 1480364247Tax Rate 1500 1500Closing Deferred Tax Liability 279327185 222054637Less Opening Deferred Tax Liability (222054637) (203277250)Deferred Tax (Income) Expense 57272548 18777387

15 SHORT TERM BANK LOAN (SECURED) TK 3370859633Bank Overdraft 72936 5569544Revolving Loan 800000000 - Loan ag Export Bill Discount 616960527 -LC Liabilities 1953826170 3411118217 3370859633 3416687761

These short term loans are secured against hypothecation of Stock and Accounts Receivable 16 CREDITORS amp OTHER PAYABLES TK 71576651

Creditors amp Other Payables 71576651 131402995 71576651 131402995

This represents amount payable to regular suppliers of packing materials utilities and other services rendered to the company All suppliers were paid on a regular basis

17 LIABILITIES FOR OTHER FINANCE TK 145174138 This is made up of the followings Retention Money 305299 1781837WPPF amp Other Fund 23608002 27128907Provision for Gratuity 34989040 -Others 86271797 107713206 145174138 13662395018 SHORT TERM LOAN TK 2168788505

Loan from Square Pharma Ltd 2168788505 1385741 2168788505 138574119 PROVISION FOR INCOME TAX TK 78908344 Opening Balance 182323262 368938056Adjustment with Advance Tax (163311686) (250943247)Current Year Provision 59896768 64328453Closing Balance 78908344 182323262

Tk

Tk

Tk

Tk

Tk

STxLAnnual Report 2018-2019 67

Particulars June 302018Taka

June 302019Taka

212 PACKING MATERIAL CONSUMED TK 101236647 This is arrived as follows Opening Stock 13842823 12055558 Purchase during the Year 106939166 87061457 Available for Production 120781989 99117015Closing Stock (19545342) (13842823) Packing Material Consumed Tk 101236647 85274192

21 COST OF GOODS SOLD TK 9425402349 This is arrived as follows Raw Materials Consumed (Note-211) 7070621165 6171179917Packing Materials Consumed (Note-212) 101236647 85274192 Factory Overhead (Note- 213) 2356256287 2221310872Cost of Goods Manufactured 9528114099 8477764981Work-In-Process (Opening) 73007237 86734976Work-In-Process (Closing) (158585990) (73007237)Cost of Production 9442535346 8491492720Finished Goods (Opening) 193560442 145342932Finished Goods (Closing) (210693439) (193560442) Cost of Goods Sold Tk 9425402349 8443275210

211 RAW MATERIAL CONSUMED Tk 7070621165

This is arrived as follows In Quantity(KG) Opening Stock 7070326 6531416Purchase during the year 51265791 35080079Raw Materials Available for Consumption 58336117 41611495Closing Stock (15154635) (7070326)Raw Materials Consumed 43181482 34541169

In Taka Opening Stock 1316945017 1244686448Purchase during the year 8099519171 6243438486Raw Materials Available for Consumption 9416464188 7488124934Closing Stock (2345843023) (1316945017)Raw Materials Consumed 7070621165 6171179917

Kg

Tk

20 SALES TK 10562041464 Sales Comprises the following In Quantity(KG) Opening Stock 808992 666112Production during the Year 39856706 31481902Available for Sale 40665698 32148014Closing Stock (840909) (808992)Sales during the year Kg 39824789 31339022(To be accounted for as follows) Sales Accounted as followsIn Quantity(KG) Export Sale of Yarns 39824789 31339022 Kg 39824789 31339022In Taka Export Sale of Yarns 10562041464 9411869563 10562041464 9411869563

STxL Annual Report 2018-201968

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

22 ADMINISTRATIVE OVERHEAD TK 278901489

Salary and Allowances 127661897 141801588Directors Remuneration 39316356 35765796Travelling amp Conveyance 875255 930008Overseas Travelling 55286736 51503344Recruitment amp Training Expenses 498034 548760Head Office Employees Free Lunch 1472058 1778361Uniform amp Liveries 170150 168681Printing Expenses 476287 379397Stationery Expenses 142076 634027Software amp Hardware Support Expenses 2679046 2847923Postage Telephone Fax amp Telex 452586 407523Electricity Gas amp Water 3577711 2951569Office Consumable Expense 2484432 3200268Rental Expenses 13212862 11635064Vehicles Running amp Maintenance 10380545 13418692Medical Expenses 792936 485121Group Insurance 455249 427134Bank Charges amp Commission 3399622 1278364Fees amp Subscription 9893562 12610740Security Service 463185 537654Govt Tax Stamp Duty amp Licence Fees 3046677 1015306Annual General Meeting Expenses 1390277 1536628Audit Fees 773950 417910Total 278901489 286279858

a) Audit Fees represent auditors remuneration for audit of the Companys Financial Statementsfor the Year ended

213 FACTORY OVERHEAD TK 2356256287 Factory Wages Salary amp Allowances 858697343 721061616Travelling amp Conveyance 303860 168814Overseas Travelling 430311 82096Recruitment amp Training Expenses 107340 60669Printing Expenses 289027 257551Stationery Expenses 1743673 1556240Software amp Hardware Support Expenses 2817058 3358793Production Workers Free Lunch 3921416 4370361Uniform amp Liveries 363556 256197Fuel Petrol Light Diesel etc 58514173 137707049Electricity Gas amp Water 625396587 606226179Factory Consumable Expense 52190712 63676776Medical Expenses 1404636 815060Repairs amp Maintenance of Vehicles 15119637 16962558Papers Books and Periodicals 62070 22790Industrial All Risk Insurance Premium 18468167 12565314Postage Telephone Fax amp Telex 352700 219889GovtTax VAT amp License Fees 3566683 3668859Security Services 18619132 19165867Spare Parts - Machinery 191323654 218588963Group Insurance 1310962 1269395Depreciation (Schedule-1) 501253590 409249836Total 2356256287 2221310872

STxLAnnual Report 2018-2019 69

Particulars June 302018Taka

June 302019Taka

24 FINANCE COST TK 280059922This is arrived as follows Interest on Short Term Loan 280059922 107733800 Tk 280059922 107733800 Interest expenses is derived from short-term loan and is recognized on an accrual basisThe finance cost includes no interest on any sort of borrowing from directors including managing director and managers

25 ALLOCATION FOR WPPF amp WF Tk 27376576 27128907

This represents 5 of Net Income before Tax after charging the allocation as per provisions of the Labour Law 2016

26 PROVISION FOR INCOME TAX Tk 59896768 64328453

This represents estimated Income Tax on Net Profit for the year and adjustment any shortexcess provision for prior years

27 PROVISION FOR DEFERRED TAX Tk 57272548 18777387

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

28 EARNING PER SHARE (EPS) The Computation is given below

Earning attributable to Ordinary Sharesincluding other income 429023969 457055483Number of Ordinary shares 197252000 197252000 Earnings Per Share 218 232

281 NET ASSET VALUE (NAV) PER SHARE

The Computation is given below

Equity Attributable to the Owners of the Company 7498757447 7444414383Number of Ordinary shares 197252000 197252000 Net Asset Value (NAV) Per Share 3802 3774

23 SELLING amp DISTRIBUTION OVERHEAD TK 15559867 This is arrived as follows Export Sale Expenses 11161969 8229821Loading amp Unloading 4397898 1825721Total Tk 15559867 10055542

STxL Annual Report 2018-201970

Particulars June 302018Taka

June 302019Taka

282 NET OPERATING CASH FLOWS PER SHARE (NOCFPS) The Computation is given below

Net Cash Generated (Used in) from Operating Activities (666727093) 52667706Number of Ordinary shares 197252000 197252000

Net Operating Cash flows per Share (NOCFPS) (338) 027

283 RECONCILIATION OF NET PROFIT WITH CASH FLOWS FROM OPERATING ACTIVITIES

The Computation is given below

Profit After Tax 429023969 457055483 Adjustment to reconcile net profit to net cashprovided by operating activities

Non-cash Expenses 558526138 428027223Depreciation 501253590 409249836Deferred Tax 57272548 18777387

Non-Operating Items 42093017 2400194Interest Expenses (Income) on Sister Company Loan 41829193 1068503Net effect of foreign currency translation (2111603) (1085122)Profit Ratio of Non controlling Interest 1338236 2416813Adjustment of Non controlling Interest 1037191 - Changes in working Capital (1696370217) (834815194)(Increase)Decrease in Inventories (991270113) (153594840)(Increase)Decrease in Accounts Receivable (717483376) (606384362)(Increase)Decrease in Advances Deposits amp Prepayments 167074346 126066301Increase(Decrease) in Creditors amp Other Payables (59826344) 14323924Increase(Decrease) in Liabilities for Others Finance 8550188 (28611423)Increase(Decrease) in Income Tax Payable (103414918) (186614794) Net Cash Generated (Used in) from Operating Activities (666727093) 52667706

STxLAnnual Report 2018-2019 71

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

STxL Annual Report 2018-201972

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Financial Statement 2018-2019

Statement of Financial Position - 74

Statement of Profit or Loss and other Comprehensive Income - 75 Statement of Changes in Equity - 76 Statement of Cash Flows - 77 Basis of Preparation and Presentation - 78 Application of IAS - 78 Employees Benefit Plan - 80 Financial Risk Management - 81 Related Party Transaction - 82 Property Plants and Equipment - 95

Square Texti les Ltd

Standalone

Standalone

SQUARE TEXTILES LIMITEDStatement of Financial PositionAs at June 30 2019

ASSETS

Non-Current Assets 6557711203 4994687046Property Plant amp Equipment- Carrying Value 04 5374733212 3001819096Capital Work In Progress 05 693644112 1408534071Investment - Long Term (At Cost) 06 489333879 584333879

Current Assets 6396837207 4430793243Inventories 07 2821819716 1478552169Accounts Receivable 08 2993583494 1999834667Advances Deposits amp Prepayments 09 264470342 391186509Short Term Loan 10 161617019 123843099Cash amp Cash Equivalents 11 155346636 437376799

TOTAL ASSETS 12954548410 9425480289

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 7224422027 5386033532Share Capital 12 1972520000 1878590480Retained Earnings 13 5251902027 3507443052

Non-Current Liabilities 235701174 128579505 Deferred Tax Liability 14 235701174 128579505

Current Liabilities amp Provisions 5494425209 3910867252Short Term Bank Loan (Secured) 15 3055112511 2897754665Creditors amp Others Payable 16 64229574 79467584Liabilities for Other Finance 17 135543502 116974941Short Term Loan 18 2168788505 724638161Provision for Income Tax 19 70751117 92031901

TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 12954548410 9425480289

Net Asset Value Per Share (Restated) 3663 2731

STxL Annual Report 2018-201974

Particulars Note June 302018Taka

June 302019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Standalone

SQUARE TEXTILES LIMITEDStatement of Profit or Loss and other Comprehensive IncomeFor the Year Ended June 30 2019

SALES REVENUE 20 8896244091 6367124698

Cost of Goods Sold 21 (7944893270) (5695595049)

GROSS PROFIT 951350821 671529649

Administrative Expenses 22 (241149856) (221509044)

Selling and Distribution Expenses 23 (12351542) (5834014)

PROFIT FROM OPERATIONS 697849423 444186591

Finance Cost 24 (254157870) (86090059)

Non-Operating Income 25 14014592 7350278

PROFIT BEFORE WPPF amp WF 457706145 365446810

Allocation for WPPF amp WF 26 (21795531) (17402229)

PROFIT BEFORE TAX 435910614 348044581

Provision for Tax (Current) 27 (35860653) (38200677)

Provision for Tax (Deferred) (53587981) (18929976)

PROFIT AFTER TAX FOR THE YEAR 346461980 290913928

(Transferred to the Statement of Changes Equity)

Earning Per Share (EPS)-Restated 28 176 147

STxLAnnual Report 2018-2019 75

Particulars Notes 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

SQUARE TEXTILES LIMITED

Statement of Changes in EquityFor the Year Ended June 30 2019

Tk

Particulars

For the Year Ended June 30 2018

Standalone

Share Retained Total Capital Earnings

Balance as at June 30 2017 1789133790 3663812572 5452946362

Net Profit for the Year ended June 30 2018 - 290913928 290913928

Cash Dividend for the Year 2016-17 - (357826758) (357826758)

Stock Dividend for the Year 2016-17 89456690 (89456690) -

Balance As at June 30 2018 1878590480 3507443052 5386033532 Tk

Particulars

1878590480

-

-

93929520

-

1972520000

3507443052

346461980

(375718096)

(93929520)

1867644611

5251902027

5386033532

346461980

(375718096)

-

1867644611

7224422027

Balance as at June 30 2018

Net Profit for the Year Ended June 30 2019

Cash Dividend for 2017-18

Stock Dividend for 2017-18

Balance from Amalgamation of SQUARE Yarns Ltd

Balance As at June 30 2019

ShareCapital

RetainedEarnings Total

STxL Annual Report 2018-201976

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

SQUARE TEXTILES LIMITEDStatement of Cash FlowsFor the Year Ended June 30 2019

CASH FLOWS FROM OPERATING ACTIVITIES RECEIPTS Receipts from Sales Revenue 8164635258 5711888809Exchange Fluctuation Gain (Realization from Transection) 5569550 2793756 Receipts from Other Income 1928212 523971Total Receipts 8172133020 5715206536 PAYMENTS Payments to Suppliers (6883680753) (4333405344) Paid for Operating and Non-operating Expenses (1710317564) (1569169828) Interest Expenses (214195591) (60997318) Income Tax (50318547) (43108098) Total Payments (8858512455) (6006680588) Net Cash Generated (Used in) from Operating Activities (686379435) (291474052) CASH FLOW FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant amp Equipment (1423584303) (1341726034)Paid for Non controlling Interest for Merger of SYL (9287050) - Net Cash Generated (Used in) from Investing Activities (1432871353) (1341726034)

CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (29219532) 1367067706Short Term Loan from (To) Sister Company 2176613443 687639278Payment of Dividend (375718096) (357826758)

Net Cash Generated (Used in) from Financing Activities 1771675815 1696880226 Increase (Decrease) in Cash amp Cash Equivalents (347574973) 63680140Net effect of foreign currency translation 1834630 613204Opening Cash amp Cash Equivalents 437376799 373083455Cash Balance of SYL from Merger 63710180 - CLOSING CASH amp CASH EQUIVALENTS Tk 155346636 437376799

Net Operating Cash flows per Share (Restated) (348) (148)

Standalone

STxLAnnual Report 2018-2019 77

Particulars 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Standalone

SQUARE TEXTILES LIMITEDSQUARE TEXTILES LIMITEDNotes to the Separate Financial StatementsAs at and for the year ended June 30 2019

1ESTABLISHMENT AND OPERATIONS

11 LEGAL FORM OF THE ENTERPRISES

Square Textiles Limited (Here in after said as the company) is a public limited company incorporated with the Registrar of Joint Stock Companies and Firms Dhaka Bangladesh under Companies Act 1913 The principal activities of the company are described in notes 13

12 ADDRESS OF REGISTERED OFFICE AND FACTORY OF THE COMPANY

The address of the registered office at Square Centre 48 Mohakhali CA Dhaka -1212 Factory at Saradaganj Kashimpur Gazipur and Olipur Habiganj

13 NATURE OF BUSINESS

The company owns Five (5) units of spinning mills and a twisting mill Its activities and operations are related with manufacturing and marketing of Yarns

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATERIAL INFORMATION

21 STATEMENT OF COMPLIANCE

The financial statements have been prepared in conformity with the provisions of the Companies Act 1994 The Securities and Exchanges Rules 1987 and other relevant rules and regulations

22 BASIS OF PREPARATION

The financial statements have been prepared in accordance with the going concern principle and historical cost convention The significant accounting policies are set out below

23 STATEMENT ON COMPLIANCE OF INTERNATIONAL ACCOUNTING STANDARDS

The following IASs and IFRSs are applicable for the financial statements for the year under review

IAS 1 Presentation of Financial StatementsIAS 2 InventoriesIAS 7 Statement of Cash FlowsIAS 8 Accounting Policies Changes in Accounting Estimates and ErrorsIAS 10 Events after the Reporting PeriodIAS 12 Income TaxesIAS 16 Property Plant and EquipmentIAS 19 Employee BenefitsIAS 21 The Effects of Changes in Foreign Exchange RatesIAS 23 Borrowing CostsIAS 24 Related Party DisclosuresIAS 33 Earnings per ShareIAS 34 Interim Financial ReportingIAS 36 Impairment of Assets IAS 37 Provisions Contingent Liabilities and Contingent AssetsIFRS 3 Business Combination IFRS 5 Non-Current Assets Held for Sale amp Discontinued OperationsIFRS 7 Financial Instruments DisclosureIFRS 8 Operating SegmentsIFRS 12 Disclosures of interests in Other EntitiesIFRS 15 Revenue from Contracts with CustomersIFRS 16 Leases

STxL Annual Report 2018-201978

Standalone

24 GOING CONCERN

As per IAS-1 a company is required to make assessment at the end of each year to assess its capability to continue as going concern The 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 liabilities For this reason the Directors continue to adopt the going concern assumption while the financial statements have been prepared

25 ACCRUAL BASIS

The financial statements have been prepared except cash flow information using the accrual basis ofaccounting

26 STRUCTURE CONTENTS AND PRESENTATION OF FINANCIAL STATEMENTS

The presentation of the financial statements is in accordance with the guidelines provided by IAS-1 lsquorsquoPresentation of Financial Statementsrdquo A complete set of financial statements comprise

i) Statement of Financial Position as at June 30 2019ii) Statement of Profit or Loss and other Comprehensive Income for the year ended June 30 2019iii) Statement of Changes in Equity for the year ended June 30 2019iv) Statement of Cash Flows for the year ended June 30 2019 andv) Notes comprising a summary of significant accounting policies and other explanatory information to the Financial Statements for the year ended June 30 2019

27 STATEMENT OF CASH FLOWS

The Statement of Cash Flows is prepared using the direct method as stipulated in International Accounting Standards IAS-7 ldquoStatement of Cash Flowsrdquo

30 PROPERTY PLANT AND EQUIPMENT

As per IAS-16 Property Plant and Equipment are stated at their historical cost less accumulated depreciation No depreciation has been charged on the Freehold Land and on the Capital work in progress Depreciation is charged on all other assets on straight-line method Depreciation of an asset begins when it is available for use ie 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 ceases at the earlier of the date that the asset is classified as held for sale (or included in a disposal group that is classified as held for sale) in accordance with IFRS 5 and the date that the assets are derecognized

Depreciation is computed on the straight-line basis over the estimated useful lives as follows

Factory Building and other Construction

Plant amp Machinery

Laboratory amp other Equipment

Furniture amp Fixture

Motor Vehicles

Electrical Installation

Particulars Useful Life(Years)

20

10-15

5-8

5-8

5

5-8

STxLAnnual Report 2018-2019 79

Standalone

31 IMPAIRMENT OF ASSET

As per IAS-36 Revenue and Profitability of the company is Consistent and net worth of the company is growing every year that indicates our assets are performing at their highest as per our intended procurement and the summation of the discounted future cash flow from the operation of the assets would be positive if we dispose off those assets at the date of financial reporting But presently we have no intension to dispose off these assets As such we did not consider to recording the impairment lossgain

32 INVENTORIES

As per IAS-2 Inventories comprises of Raw Materials Raw Materials in transit Packing Materials Work in Progress Finished Goods Comber Noil and Spare amp Spare Parts in transit Inventories are valued at the lower of cost and net realizable value Cost comprises invoice value plus applicable handling charges Net realizable value is based on estimated selling price less estimated cost to completion and selling expenses

33 EMPLOYEESrsquo SEPARATION PLAN

Provident Fund

The company has established an approved contributory provident fund scheme A board of trustees wholly administers the fund No part of the fund is included in the asset of the group

Gratuity Fund

The Company operates an unfunded gratuity scheme The Company has applied for recognition of the gratuity fund from National Board of Revenue (NBR)

Group Insurance

The group has two group insurance schemes for its permanent employees premium for which is being charged to statement of comprehensive Income

Workerrsquos Profit amp Participation Fund

The company makes a regular allocation of 5 on net profit before tax to these funds and payment is made to the workerrsquos as per provision of Labor Law 2006 chapter-15

34 REVENUE RECOGNITION

As per IFRS-15 Revenue is recognized as control is passed either over time or at a point in time An entity recognizes revenue over time if one of the following criteria is met the customer simultaneously receives and consumes all of the benefits provided by the entity as the entity performs the entityrsquos performance creates or enhances an asset that the customer controls as the asset is created or the entityrsquos performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date

Income refers to increases in economic benefits during the accounting period in the form of inflows or enhancements of assets or decreases of liabilities that result in an increase in equity other than those relating to contributions from equity participants

35 OTHER INCOME

It is recognized when received

36 FOREIGN CURRENCY TRANSACTIONS

As per IAS-21 Transactions in Foreign Currencies are translated into BDT at the rate of exchange ruling on date of transaction Monetary assets and liabilities expressed in foreign currencies are translated into BDT at the rate of exchange ruling at the date of Statement of Financial position

37 BORROWING COSTS

As per IAS-23 Borrowing costs are recognized as expenses in the period in which they incurred and capitalized the same that incurred before commencement of commercial operation

STxL Annual Report 2018-201980

Standalone

38 FINANCIAL INSTRUMENTS

As per IFRS-7 Financial assets and liabilities are recognized on the Statement of Financial Position when the company has become a party to a contractual provision of the instrument

Receivables

Trade Receivables are stated at their nominal value and considered good No provision has been made for doubtful debt and no amount was written off as bad

Payables

Trade Payables are stated at their nominal value

Due to Due from related parties

Due to Due from related parties are stated at nominal value

Borrowings

Interest bearing bank loans and overdrafts are recorded at the proceeds received net of direct issue costs Finance charges are accounted for on an accrual basis

Financial Risk Management

The company has exposures to the following risks its use of financial statements

bull Credit riskbull Liquidity riskbull Market risk

The Board of Directors has overall responsibility for the establishment and oversight of the companyrsquos risk management framework The Board oversees how management monitors compliance with risk management policies and procedures and reviews the adequacy of the risk management framework in relation to risks faced by the group The Board is assisted in its oversight role by Audit Committee Internal audit under the purview of Audit Committee undertakes both regular and adhoc reviews of risk management controls and procedures the results of which are reported to the Audit Committee

Credit Risk

Credit risk is the risk of financial loss to the Company if a buyer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Companys receivable from customers and investment securities The Companys sales are made to renowned RMG Exporting Company Sales made to the entity are fully secured by Letters of Credit issued by local scheduled banks

Liquidity Risk

Liquidity risk is the risk that the Company will unable to meet its financial obligations as they fall due The Companys 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 Companys reputation In general 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 liquidityfund to make the expected payment within due date Moreover the Company seeks to maintain short term lines of credit with scheduled commercial banks to ensure payment of obligations in the event that there is insufficient cash to make the required payment

The requirement is determined in advance through cash flows projections and credit lines facilities with banks are negotiated accordingly

Seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

STxLAnnual Report 2018-2019 81

Standalone

Market Risk

Market Risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the Companys income or the value of its holding of financial instruments The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return

Capital Risk Management

The Companyrsquos objectives when managing capital are to safeguard the Companyrsquos ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Money Laundering

The company considers prevention of money laundering risk not only as a compliance requirement imposed by the law of the country but also as one of its ethical business values

39 LEASE

As per IFRS-16 The entity has no lease So there will be no implication regarding IFRS 16 in this financial year

310 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprises cash in hand bank currents accounts other bank deposits free of encumbrance and having maturity dates of three months or less from respective dates of deposit

311 TAXATION

Income tax expense represents the sum of the tax currently payable and deferred tax

Current Tax

The tax currently payable is based on taxable profit for the year Taxable profit differs from profit as reported in the statement of Comprehensive Income because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible in other years and it further excludes items that are never taxable or deductible The companyrsquos liability for current tax is calculated using tax rates that have been enacted on date of Statement of Financial Position

Deferred Tax

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the balance sheet liability method Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized based on tax rates (and tax laws) that have been enacted by the date of Statement of Financial Position

312 CONTINGENT LIABILITIES AND ASSETS

Current or possible obligations or assets arising from past events and whose existence is due to the occurrence or non-occurrence of one or more uncertain events which are not within the control of the company

313 RELATED PARTY TRANSACTION

The company has some related party transactions in arm length transactions with its sister concern

STxL Annual Report 2018-201982

Standalone

314 MERGED WITH SQUARE YEARNS LIMITED

As the project of Square Yarns Limited (SYL) is located within the premises of Square Textiles Limited (STxL) at Saradaganj Kashimpur Gazipur the separated operations of various aspects of SYL is a complex one Since STxL holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Board of Directors have recommended for amalgamation under provision of section 228 amp 229 of the Companies Act 1994

The process of merger

After approval of Board of Directors and consent of minority shareholders the Honrsquoble High Court Division of the Supreme Court of Bangladesh has sanctioned the scheme of amalgamation of Square Yarns Ltd (SYL) share with Square Textiles Ltd (STxL) on 29th October 2018 The merger has been executed with effect from January 01 2019

Purchase consideration

Square Textiles Limited holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Compensation of the minority shareholders is based on cash at a book value of shares as on 30 June 2017 subject to approval by the Court of Jurisdiction Honrsquoble High Court Division of the Supreme Court of Bangladesh

IFRS Followed for the Business Combination

IFRS-3 (Business Combinations) is mainly followed for the amalgamation of Square Yarns Ltd with Square Textiles Ltd on the basis of equity

AS per paragraph 5 of IFRS-3 ldquoApplying the acquisition method requires

(a) Identify the acquirer(b) Determining the acquisition date(c) Recognizing and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquire and(d) Recognizing and measuring goodwill or a gain from a bargain purchaserdquo

315 SEGMENT REPORTING

As per IFRS-8 As there is a single business and geographic segment within which the company operates as such no segment reporting is felt necessary

316 EARNINGS PER SHARE

As per IAS-33 Basis Earning per Share (EPS) has been computed dividing the earnings attributable to the weighted average number of the ordinary shares during the period

317 COMPARATIVE FIGURE

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 years financial statements Previous year comparative information of the Statement of Profit or Loss and other Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows are presented as unaudited

318 FINANCIAL YEAR

For this year financial year means July 01 2018 to June 30 2019

319 EVENTS AFTER THE REPORTING PERIOD

As per IAS-10 ldquoEvents after the Reporting Periodrdquo are those events favorable and unfavorable that occur between the end of the reporting period and the date when the financial statements are authorized for issue There are no events after the end of the reporting period

320 GENERAL

Figures have been rounded off to the nearest taka as it the reporting currency of these financials

STxLAnnual Report 2018-2019 83

4 PROPERTY PLANT amp EQUIPMENT TK 5374733212

Details of Property Plant amp Equipment and Depreciation as at June 30 2019 are shown in the annexed schedule-02 Depreciation for the year charged to Factory Overhead (Note-213) The break-up of the balances are depicted below

Fixed Assets at Cost Opening Balance 5985889409 5808792102Balance of SYL after Merger 1825727192 -Addition during the Year 2142853713 183407307Sale Obsolete during the Year (210214508) (6310000)Closing Balance(Cost) 9744255806 5985889409Accumulated Depreciation Opening Balance 2984070313 2750311205Balance of SYL after Merger 1205388269 -Charged during the Year 385899069 240069108Adjustment for saleObsolete (205835057) (6310000)Closing Balance 4369522594 2984070313Carrying Value 5374733212 3001819096

Tk

5 CAPITAL WORK IN PROGRESS TK 693644112 Opening Balance 1408534071 250215344 Addition during the Year 648499835 1339861443 Transfer to Property Plant amp Equipment (1363389794) (181542716) Closing Balance(Cost) 693644112 1408534071

The Capital work in progress includes Civil construction (Tk 265571949) Plant and Machinery (Tk 1024773048) and other Assets (Tk 73044797) This year it has been transferred to Non-current assets is completed and ready for use as per management intention

6 INVESTMENT- LONG TERM (AT COST) TK 489333879

This represents investments in shares of Square Yarns Ltd amp Square Texcom Ltd

a) Investment in Share of Square Yarns Limited - 95000000(950000 Shares of Tk 100 each)

b) Investment in Shares of Square Texcom Limited 65783760 65783760 (95000 Shares of Tk 100 each) c) Advanvce against Share Money Deposit of Square Texcom Limited 423550119 423550119 (95000 Shares of Tk 100 each) 489333879 584333879

1) Square Yarns Limited a Private limited company incorporated under Companies Act 1994 has Merged with Square Textiles Ltd from January 01 2019

2) Square Texcom Limited a private limited company incorporated under Companies Act 1994 a

Tk

STxL Annual Report 2018-201984

Tk

Particulars June 302018Taka

June 302019Taka

Notes Standalone

7 INVENTORIES TK 2821819716 Stocks of Raw Materials 2587607181 1267037971

Raw Materials 2157356247 987719563Raw Materials In Transit 95897741 77114929Packing Materials 17022366 10534616Work - in - process 118430636 42694518Finished Goods 198900191 148974345 Stocks of Spares 234212535 211514198

Spares at Store 227623673 194217841 Spares in Transit 6588862 17296357 Tk 2821819716 1478552169

The basis of valuation is stated in Note -32 carrying amount of inventories pledged as security 8 ACCOUNTS RECEIVABLE TK 2993583494

This represents invoice value of goods delivered to customer This is considered good and collectible

Aging of the above balance is as follows Below 60 days 1384809142 864286947 Within 61-120 days 1181647848 902795356 Above 120 days 427126504 232752364 Tk 2993583494 1999834667

a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person b) The carrying amount of Trade Debtors pledged as security c) Accounts Receivable is secured considered as good and is falling due within one year Classification schedule as required by Schedule XI of Companies Act 1994

9 ADVANCES DEPOSITS amp PREPAYMENTS TK 264470342

This is made up of the followings Advances 193246899 334833685

Income Tax 43637491 125021010Salary amp PF Current account 1181000 1995000 Other Expenses 17173605 14458064 Suppliers amp Contractor 131254803 193359611

Deposits 71223443 56352824 Security Deposit 63127583 49539729

Margin of Bank Guarantee 8095860 6813095 Tk 264470342 391186509

(a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person (b) There was no amount was due by the associated undertaking (c) The advances amp deposits considered good amp recoverable 10 SHORT TERM LOAN TK 161617019

Loan To Square Texcom Limited 161617019 123843099 Short Term Loan Given 161617019 123843099

The above amount is unsecured but considered good and bears interest 1 above the commercial Banks interest rate

STxLAnnual Report 2018-2019 85

Particulars June 302018Taka

June 302019Taka

12SHARE CAPITAL TK 1972520000

This is made up of the followingsAuthorized300000000 Ordinary Shares of Tk 1000 each 3000000000 3000000000

Issued Subscribed and Paid upOpening Balance 1878590480 1789133790Bonus Share Issued 93929520 89456690(9392952 Ordinary Shares of Tk 1000 each fully Paid up) 1972520000 1878590480

11 CASH amp CASH EQUIVALENTS TK 155346636

This is made up of the followings Cash in Hand 4717640 5619110 Cash at Bank 150628996 431757689 Tk 155346636 437376799

Foreign currency account balances have been converted to Taka at the ruling rate at the reporting date

Shareholders Group Number of Investors Number of Shares

SponsorsDirectors 7 121959707 62 62Foreigners 5 6572330 3 6 Institutions 238 41857739 21 19 General Public 17194 26862224 14 13Total 17444 197252100 100 100

Percentageof ShareHolding

2018-2019

Percentageof ShareHolding

2017-2018

Distribution schedule of each class of equity security setting out the number of holders and percentage as on June 30 2019

The position of shareholders as on June 30 2019 is as follows

Less than 500 shares500 to 5000 shares5001 to 10000 shares10001 to 20000 shares20001 to 30000 shares30001 to 40000 shares40001 to 50000 shares50001 to 100000 shares100001 to 1000000 sharesOver 1000000 shares

As per FolioNo of holders Holdings No of holders Holdings

Range of Holdings As per BO ID Total shareHolding In

Total

1081471 6162011 3060520 3543547 1871659 1468145

898718 3076833

14476740 94723423

130363067

1387525 6467477 3119367 3601999 1926137

1533907 1039509 3416526

16907255 157852298 197252000

070328158183098078053173857

800310000

306054 305466

58847 58452 54478 65762

140791 339693

2430515 63128875 66888933

89703762

439255

784320455211

13675

3464268

84223459

3769

Tk

STxL Annual Report 2018-201986

Particulars June 302018Taka

June 302019Taka

Notes Standalone

13 RETAINED EARNINGS TK 5251902027Opening Balance 3507443052 3663812572Add Net income during the Year 346461980 290913928Less Cash Dividend paid during the Year (375718096) (357826758)Less Appropriation for stock dividend during the Year (93929520) (89456690)Add Balance from Amalgamation of SQUARE Yarns Ltd 1867644611 - 5251902027 350744305214 DEFERRED TAX LIABILITY TK 235701174 Opening Balance 128579505 109649529Deferred Tax Liabilities of SYL after Merger 53533688 -Deferred Tax Liabilities 53587981 18929976Closing Balance 235701174 128579505

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

a) Deferred Tax Liability is arrived at as follows Carrying Value of Depreciable Fixed Assets 4734224195 2367972537Less Tax Base Carrying Value (3162883038) (1510775836)Taxable Temporary Difference 1571341157 857196701Tax Rate 1500 1500Closing Deferred Tax Liability 235701174 128579505Less Opening Deferred Tax Liability (128579505) (109649529)Less Deferred tax Liabilities of SYL after Merger (53533688) -Deferred Tax (Income) Expense 53587981 18929976

15 SHORT TERM BANK LOAN (SECURED) TK 3055112511 Bank Overdraft 15264 5569544Revolving Loan 800000000 - Loan ag Export Bill Discount 616960527 -Deferred LC Loan 1638136720 2892185121 3055112511 2897754665

These short term loans are secured against hypothecation of Stock and Accounts Receivable

16 CREDITORS amp OTHERS PAYABLE TK 64229574 Creditors amp Others Payable 64229574 79467584 64229574 79467584

This represents amount payable to regular suppliers of packing materials utilities and other services rendered to the company All suppliers were paid on a regular basis

17 LIABILITIES FOR OTHER FINANCE TK 135543502 Retention Money 238218 1714756WPPF amp Other Fund 21795531 17402229Provision for Gratuity 30026145 -Others 83483608 97857956 135543502 116974941

18 SHORT TERM LOAN TK 2168788505

This is made up as follows Loan From Sqaure Pharma Ltd 2168788505 1385741Loan from Square Yarns Ltd - 723252420Short Term Loan Received 2168788505 724638161

Tk

Tk

STxLAnnual Report 2018-2019 87

Particulars June 302018Taka

June 302019Taka

Kg

Kg

Kg

Tk

20 SALES TK 8896244091

Sales Comprises the following In Quantity (KG) Opening Stock 621995 451690Balance from Square Yarns Ltd after Merger 142535 -Production during the Year 33622604 22925478Available for Sale 34387134 23377168Closing Stock (778048) (621995)Sales during the year 33609086 22755173(To be accounted for as follows)

Sales Accounted as followsExport Sale of Yarns 33609086 22755173

In TakaExport Sale of Yarns 8896244091 6367124698 8896244091 6367124698

19 PROVISION FOR INCOME TAX TK 70751117

Opening Balance 92031901 182829429Provision for tax Liabilities of SYL after Merger 101744149 -Adjustment with Advance Tax (158885586) (128998205)Provision made for the period 35860653 38200677 Closing Balance 70751117 92031901 Tk

Tk

Tk

Kg

21 COST OF GOODS SOLD TK 7944893270

This is arrived as follows Raw Materials Consumed (Note-211) 6040169162 4139044400Packing Materials Consumed (Note-212) 85725202 60165053Factory Overhead (Note- 213) 1890941844 1532471751Cost of Goods Manufactured 8016836208 5731681204Work-In-Process (Opening) 42694518 59965200Balance from Square Yarns Ltd after Merger 21309456 -Work-In-Process (Closing) (118430636) (42694518)Cost of Production 7962409546 5748951886Finished Goods (Opening) 148974345 95617508Balance from Square Yarns Ltd after Merger 32409570 -Finished Goods (Closing) (198900191) (148974345)Cost of Goods Sold 7944893270 5695595049

211 RAW MATERIALS CONSUMED TK 6040169162This is arrived as follows In Quantity(KG) Opening Stock 5489560 4944183Balance from Square Yarns Ltd after Merger 1020315 -Purchase during the year 43559269 25293343Raw Materials Available for Consumption 50069144 30237526Closing Stock (13938950) (5489560)Raw Materials Consumed 36130194 24747966 In Taka Opening Stock 987719563 898396232Balance from Square Yarns Ltd after Merger 384898444 -Purchase during the year 6824907402 4228367731Raw Materials Available for Consumption 8197525409 5126763963Closing Stock (2157356247) (987719563)Raw Materials Consumed 6040169162 4139044400

STxL Annual Report 2018-201988

Particulars June 302018Taka

June 302019Taka

Notes Standalone

Tk

213 FACTORY OVERHEAD TK 1890941844

Factory Wages Salary amp Allowances 661387598 450721594Travelling amp Conveyance 207830 44614Overseas Travelling 430311 74089Recruitment amp Training Expenses 85417 54128Printing Expenses 212586 134378Stationery Expenses 1413673 1053633Software amp Hardware Support Expenses 2135815 2706564Production Workers Free Lunch 3415844 3015008Uniform amp Liveries 312376 196760Fuel Petrol Light Diesel etc 50462674 128243449Electricity Gas amp Water 542049700 482485291Factory Consumable Expense 38936851 38931107Medical Expenses 986078 546904Repairs amp Maintenance of Vehicles 12622607 13433252Papers Books and Periodicals 47430 14810Industrial All Risk Insurance Premium 12901183 8018556Postage Telephone Fax amp Telex 322295 172732GovtTax VAT amp License Fees 3028921 2265498Security Services 12022875 9480475Spare Parts - Machinery 161055120 150006480Group Insurance 1005591 803321Depreciation (Schedule-1) 385899069 240069108Total 1890941844 1532471751Tk

212 PACKING MATERIALS CONSUMED TK 85725202 This is arrived as follows Opening Stock 10534616 5547666Balance from Square Yarns Ltd after Merger 1571692 -Purchase during the Year 90641260 65152003Available for production 102747568 70699669Closing Stock (17022366) (10534616)Packing Materials Consumed 85725202 60165053

22 ADMINISTRATIVE OVERHEAD TK 241149856Salary and Allowances 103615094 108724229Directors Remuneration 39316356 35765796Travelling amp Conveyance 787255 742403Overseas Travelling 45579569 29503189Recruitment amp Training Expenses 498034 537760Head Office Employees Free Lunch 1420763 1704421Uniform amp Liveries 144862 127474Printing Expenses 457113 373937Stationery Expenses 141316 602440Software amp Hardware Support Expenses 2154485 1788846Postage Telephone Fax amp Telex 446807 401380Electricity Gas amp Water 3155391 2080483Office Consumable Expense 2205529 2733279Rental Expenses 13110862 9080468Vehicles Running amp Maintenance 9536650 12259975Medical Expenses 648382 364123Group Insurance 447475 396097Bank Charges amp Commission 3155465 607384Fees amp Subscription 9176769 10798087Security Service 463185 468840Govt Tax Stamp Duty amp Licence Fees 2757142 581295Annual General Meeting Expenses 1390277 1536628Audit Fees 541075 330510Total 241149856 221509044

a) Audit Fees represent auditors remuneration for audit of the Companys Financial Statements for the Year ended Tk

STxLAnnual Report 2018-2019 89

Particulars June 302018Taka

June 302019Taka

This is arrived as follows Export Sale Expenses 8793560 4852662Loading amp unloading 3557982 981352Total Tk 12351542 5834014

24 FINANCE COST TK 254157870 Interest on Short Term Loan 254157870 86090059 Tk 254157870 86090059

Interest expenses is derived from short-term loan and is recognized on an accrual basisThe finance cost includes no interest on any sort of borrowing from directors including managing director and managers

25 NON-OPERATING INCOME TK 14014592This is made up as follows Interest Income 5047362 3943318GainLoss on Disposal of Assets 1563049 -Forex Exchange Rate Fluctuation Gain (Loss) 7404181 3406960 14014592 7350278

26 ALLOCATION FOR WPPF amp WF TK 21795531

Tk 21795531 17402229

This represents 5 of Net Income before Tax after charging the allocation as per provisions of the Companies Profit under Labour Law 2016

27 PROVISION FOR INCOME TAX FOR THE YEAR TK 35860653

Tk 35860653 38200677

This represents estimated Income Tax on Net Income for the year and adjustment any shortexcess provision for prior years

28 EARNINGS PER SHARE (EPS)

The Computation is given below

Earning attributable to Ordinary Shares including other income 346461980 290913928Number of Ordinary shares 197252000 197252000Earnings Per Share (EPS) 176 147

Tk

23 SELLING amp DISTRIBUTION OVERHEAD TK 12351542

Tk

STxL Annual Report 2018-201990

Particulars June 302018Taka

June 302019Taka

Notes Standalone

2801 NET ASSET VALUE (NAV) PER SHARE The Computation is given below

Equity Attributable to the Owners of the Company 7224422027 5386033532Number of Ordinary shares 197252000 197252000

Net Asset Value (NAV) Per Share 3663 2731

2802 NET OPERATING CASH FLOWS PER SHARE (NOCFPS)

The Computation is given below Net Cash Generated (Used in) from Operating Activities (686379435) (291474052)Number of Ordinary shares 197252000 197252000 Net Operating Cash flows per Share (NOCFPS) (348) (148)

2803 RECONCILIATION OF NET PROFIT WITH CASH FLOWS FROM OPERATING ACTIVITIES

The Computation is given below Profit After Tax 346461980 290913928

ADJUSTMENT TO RECONCILE NET PROFIT TO NET CASH PROVIDED BY OPERATING ACTIVITIES

Non-cash Expenses 439487050 258999084Depreciation 385899069 240069108Deferred Tax 53587981 18929976 Non-Operating Items 38481232 (181591)Interest Expenses (Income) on Sister Company Loan 40315862 431613Net effect of foreign currency translation (1834630) (613204) Changes in working Capital (1510809697) (841205473)(Increase)Decrease in Inventories (791902028) (151858905)(Increase)Decrease in Accounts Receivable (731608833) (655235889)(Increase)Decrease in Advances Deposits amp Prepayments 172463124 74070702Increase(Decrease) in Creditors amp Others Payable (45062380) 14083073Increase(Decrease) in Liabilities for Other Finance 8325352 (31466926)Increase(Decrease) in Income Tax Payable (123024932) (90797528) Net Cash Generated (Used in) from Operating Activities (686379435) (291474052)

STxLAnnual Report 2018-2019 91

Particulars June 302018Taka

June 302019Taka

29 APPROPRIATION DURING THE YEAR

The appropriations for the year 2017-18 have been reflected in the Statement of Changes in Equity The Board of Directors proposed cash dividend of Tk 2 (Taka Two) only per share for the year 2018-19 It will be recognized as liability in the accounts as and when the proposal approved by the shareholders in the Annual General Meeting (AGM) The total amount of Proposed Cash Dividend for the year 2018-19 is calculated at Tk 394504000

30NUMBER OF EMPLOYEES

The Number of employees and expenses incurred for employees during the year as follows No of Employees Below Tk 7188000 pa - - Tk 7188000 and Above 3965 2427 3965 2427

Amount in Taka Below Tk 7188000 pa - -Tk 7188000 and Above 765002692 559445823 765002692 559445823

There is no SalaryWagesRemuneration below Tk5990- per month with wef May 2018

Tk

31 KEY MANAGEMENT PERSONNEL COMPENSATION

During the year the amount of compensation paid to Key Management Personnel including Board of Directors is as under (As para 17 of IAS 24)

Short Term Employee Benefits 105681755 102961001Post Employment Benefits 7380189 5544772Other Long Term Benefits - - Termination Benefits - - Share Based Payment -

32CAPITAL EXPENDITURE COMMITMENT Contract for capital expenditure are being executed by the Contractors and running bills are accounted for but the unfinished contracts has not been reflected in this Financial Statements

33 CLAIM ACKNOWLEDGEMENT

There was no claim against the Company not acknowledged as debt as on June 30 2019

34 CONTINGENT LIABILITY 341 Contingent Liability of the Company was Tk 1297220698- as on June 30 2019 for opening LCs by the banks in favour of foreign suppliers for raw materials and spares

342 There was no facts and figures for which the company has contingent liability to any party other than to Banks as on June 30 2019

STxL Annual Report 2018-201992

Particulars June 302018Taka

June 302019Taka

Notes Standalone

35 PRODUCTION CAPACITY AND UTILIZATION

Capacity Installed No of Spindles Installed 122976 81648No of Rotor Heads Installed 3960 3960No of Vortex Heads Installed 2784 672

Capacity Utilised No of Spindles Operated 122976 81648No of Rotor Heads Operated 3960 3960No of Vortex Heads Operated 2784 672

Production Target (In Kg) -At Equivalent 30s Count (Ring Yarn) 18171216 9944673- At Equivalent 14s Count (OE Yarn) 9042222 10043927- At Equivalent 30s Count (Vortex Yarn) 7927500 2450000 35140938 22438600

Actual Production (In Kg) -At Equivalent 30s Count (Ring Yarn) 17617160 9400675- At Equivalent 14s Count (OE Yarn) 8722390 9810863- At Equivalent 30s Count (Vortex Yarn) 7642423 2388957 33981973 21600495

During the last few years we had to face hard competition in the national amp international market To cope with the situation we have adopted multiple product mix to attain high margin as strategy of value addition through product differentiation Hence we have restated the production capacity installation criterion and actual production quantity to make them (The production data) equivalent amp comparable

36 DIVIDEND PAID TO THE SHAREHOLDERS

During the year under review total cash dividend amounting to Tk 375718096 has been paid to the shareholders

37 CREDIT FACILITY There was no credit facility available to the Company under any contract other than bank credit facility and trade credit available in the ordinary course of business

38 EVENT AFTER THE BALANCE SHEET DATE Events after the reporting date that provide additional information about the Companys position at the reporting date are reflected in the financial statements Events after the reporting date that are not adjusting events are disclosed in the notes when material

STxLAnnual Report 2018-2019 93

Particulars June 302018Taka

June 302019Taka

Tk

Tk

39 RELATED PARTY TRANSACTION During the year the Company carried out a number of transactions with related parties in the normal course of business and on an arms length basis The name of related parties nature of relationship and their total value have been set out in accordance with the provisions of IAS 24 Related Party Disclosure Transaction with Sqaure Pharma Ltd (SPL)

Total Received during the year (3061606816) (93100563)Total Paid during the year 892818311 91714822 Closing Balance- Receivable (Payable) (2168788505) (1385741)

Transaction with Square Yarns Ltd (SYL) Total Received during the year (876285713) (798264528)Total Paid during the year 876285713 75012108 Closing Balance- Receivable (Payable) - (723252420)

Transaction with Square Texcom Ltd (STcL) Total Received during the year (130056473) (64625981)Total Paid during the year 291673492 188469080 Closing Balance- Receivable (Payable) 161617019 123843099

Transaction with Aegis Services Ltd(ASL) Total Service Received during the year (14459802) (9648537)Total Paid during the year 14459802 9648537 Closing Balance- Receivable (Payable) - - Transaction with Square Informatix Ltd(SIL) Total Service Received during the year (4634990) (9716257)Total Paid during the year 4634990 9716257 Closing Balance- Receivable (Payable) - -

Tk

Tk

Tk

Tk

Tk

Tk

Transaction with Square Hospitals Ltd(SHL) Total Service Received during the year (1443070) (423274) Total Paid during the year 1443070 423274 Closing Balance- Receivable (Payable) - -

Transaction with Square Fashions Ltd(SFL) Total Received during the year (641034460) (975593483) Total Goods Delivered during the year 960267603 1163792468 Closing Balance- Receivable (Payable) 319233143 188198985

Transaction with Square Denims Ltd (SDL) Total Received during the year (351425562) (293316287) Total Goods Delivered during the year 527379307 459213857 Closing Balance- Receivable (Payable) 175953745 165897570 Transaction with Square Apparels Ltd(SApL) Total Received during the year (124156287) (165245535)Total Goods Delivered during the year 229716558 298653172 Closing Balance- Receivable (Payable) 105560271 133407637

Tk

40 APPROVAL OF ACCOUNTS

These financial statements have been approved by the board on October 22 2019

STxL Annual Report 2018-201994

Particulars June 302018Taka

June 302019Taka

Notes Standalone

SQU

ARE

TEX

TILE

S LI

MIT

EDSc

hedu

le o

f Pro

pert

y P

lant

and

Equ

ipm

ent

Prop

erty

Pla

nt a

nd E

quip

men

t - T

k 5

374

733

212

Sche

dule-

02

C O

S T

D E P

R E C

I A T

I O N

Durin

g the

perio

dDu

ring t

he Pe

riod

PART

ICULA

RS

At 01

st July

2018

Balan

ce of

SYL

Amalg

amati

on

Janua

ry 1

2019

Balan

ce of

SYL

Amalg

amati

on

Janua

ry 1

2019

At 30

th Jun

e20

19

Writt

enDo

wn Va

lueas

at30

th Ju

ne20

19

At 01

st July

2018

At 30

th Jun

e20

19Ad

dition

s Sa

lesO

bsole

tes

Char

ged

Adju

stmen

ts

As at

June

30

201

9

As at

June

30

201

8

18

257

271

92 -

59

858

894

09

580

879

210

2 2

1428

5371

3

1834

0730

7

(210

214

508

) (6

3100

00)

974

4255

806

598

5889

409

298

4070

313

275

0311

205

120

5388

269 -

436

9522

594

298

4070

313 5

374

733

212

3

0018

1909

6

(205

8350

57)

(631

0000

)

3858

9906

9

2400

6910

8

Land

amp La

nd D

evelo

pmen

tBu

ildin

g-Fa

ctor

y amp U

tility

Build

ing-

Othe

rsSh

eds

Plan

t amp M

achi

nery

Labo

rato

ry Eq

uipm

ent

Elect

rical

Insta

llatio

nGa

s Lin

e Ins

talla

tion

Mot

or V

ehicl

esOffi

ce Eq

uipm

ent

Furn

iture

amp Fi

xtur

eCo

mpu

ter

Softw

are

Boun

dary

Wall

Deep

Tube

-Well

Safe

ty amp

Secu

rity E

quipm

ent

Commu

nicatio

n and

Netwo

rk Equi

pment

Othe

r Ass

ets

633

846

559

6

477

873

52

254

718

884

1

611

116

0 3

991

309

204

2

210

444

1

774

942

49

42

317

459

137

827

441

1

229

926

4 1

000

095

2 3

317

912

-

4

725

461

3 2

506

125

5

953

25

39

665

78

23

258

88

66

624

58

179

260

468

1

071

728

35

-

14

498

294

67

445

000

4

257

867

2 1

361

072

2

824

500

0 2

627

836

4

804

977

7

683

50

-

-

224

675

4

151

00

236

000

1

095

282

-

90

801

244

64

277

447 -

974

618

773

4

450

00

42

578

672

13

610

72

22

922

196

13

967

97

47

870

86

521

088

-

-

1

436

89

404

938

1

126

08

10

176

59

640

509

017

1

146

721

449

3

618

917

19

16

111

160

69

013

080

76

18

463

719

299

886

718

4

367

853

1 1

819

953

74

17

154

622

23

475

687

43

627

73

23

000

00

48

470

259

27

308

00

22

435

07

47

625

78

28

189

817

640

509

017

7

366

284

97

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449

1

237

326

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530

237

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1

629

467

0 1

300

746

90

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301

413

69

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16

912

042

2

245

238

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055

049

4 7

296

0 1

062

038

9

480

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-

-

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(196

954

232

) -

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(8

748

843

) (1

319

82)

-

-

-

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-

-

-

-

-

31

660

886

13

184

665

742

395

2

878

564

21

276

580

1

850

958

1 2

087

291

2

347

721

1 1

256

420

4

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54

433

039

5

476

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378

459

8

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2

368

67

368

348

2

889

464

-

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092

952

2

033

452

70

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834

33

710

706

95

21

690

49

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8 1

125

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14

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175

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171

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31

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762

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26

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40

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0 1

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-

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526

) -

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202

500

0) (1

319

82)

-

-

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-

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319

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629

-

-

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658

226

931

1

580

827

5 7

981

379

7 -

27

947

933

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04

86

697

58

276

511

2

300

000

1

215

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-

1

233

082

5

600

00

24

768

647

Financial Statement 2018-2019

Directorsrsquo Report - 97 Auditorsrsquo Report - 99 Statement of Financial Position - 100

Statement of Profit or Loss and other Comprehensive Income - 101 Statement of Changes in Equity - 102 Statement of Cash Flows - 103

Square Texcom Ltd

Subsidiary

I have the pleasure on behalf of the Board of Directors to submit to you its Report along with its audited accounts containing the Statement of Financial Position as of June 30 2019 Statement of Profit or loss and other Comprehensive Income Changes in Equity and Cash Flows for the year ended June 30 2019 and the Auditors Report thereon in terms of the provisions of section 184 of the Companies Act 1994 and IAS codes OPERATIONAL RESULTS

The operational performance during the years 2017-2018 and 2018-2019 are as follows

In million Particulars 2018-19 2017-18

Turnover 93472 87964 Gross Profit 9679 9665 Net Profit (AT) 2008 3428 Gross Margin 1035 1099 Net Margin (AT) 215 390 Earning Per Shares 20082 34275 Par value Tk 100

The above reveals that the Turnover and Gross Profit increased by 626 015 respectively but Net Profit (AT) decreased by 4141 during year under review MARKET OPERATIONS

Similar to the Square Textiles Limited Square Texcom Limited has been also based on exports at almost 100 level with less than significant local sales This is in line with the grouprsquos policy of export production in the greater interest of the Company

SHAREHOLDING

The Company has issued total of 100000 share of Tk 100 each The present share-holding pattern of the company is as follows

Name of the Shareholders

Shareholding (shares)

()

Mr Samuel S Chowdhury 1166 1166

Mr Tapan Chowdhury 1166 1166

Mr Anjan Chowdhury 1166 1166

Mrs Ratna Patra 1166 1166

Mrs Anita Chowdhury 336 0336

Ms Square Textiles Ltd 95000 9500

Total - 100000 10000

On the basis of the above shareholdings Square Texcom Ltd has the status of subsidiary to Square Textiles Limited BOARD OF DIRECTORS

The following persons are the Members of the Board of Directors of the Company Mr Samuel S Chowdhury Chairman Mrs Ratna Patra Vice-Chairman Mr Anjan Chowdhury Managing Director Mr Tapan Chowdhury Director Mrs Nihad Kabir Director (Nominee of Square Textiles Ltd) Assets Turnover Profit Tk in million

SQUARE TEXCOM LIMITED

Directorsrsquo Report to the Members for the year ended 30 June 2019

STxLAnnual Report 2018-2019 97

2008

CAPITAL EXPENDITURE

A contract for capital expenditure are being executed by the Contractors and running bills are accounted for but the unfinished contracts has not been reflected in this Financial Statements

APPROPRIATION OF PROFIT Though the Company earned a respectable level of profit Tk 20082 per share the Board of Directors decided to transfer the entire profit to the General Reserve for ploughing back in the long term interest of the shareholders As such the Board of Directors did not recommend for declaration of any dividend for the year 2018-2019 FINANCIAL POSITION

The Statement of Financial Position as on 30 June 2019 Statement of Profit or Loss and other Comprehensive Income Change in Equity and Cash Flows ended at 30 June 2019 are place herewith APPOINTMENT OF AUDITORS

Ms Chowdhury Bhattacharjee amp Co Chartered Accountants Auditors of the Company retire at this Annual General Meeting and being eligible have offer themselves for appointment as Auditors for the year 2019-2020 and re-fixation of their remuneration

ACKNOWLEDGEMENT

The Board of Directors thankfully acknowledge the devotion and dedication of all the workers employees and officers without which the Companyrsquos operation could not have attained the successes as reported above The Board also record with appreciation the support service and co-operation rendered by all concerned Samuel S Chowdhury Chairman

Square Texcom Limited Directorsrsquo Report

STxL Annual Report 2018-201998

AUDITORS REPORTIndependent Auditors Report to the Shareholders ofSquare Texcom Limited

Opinion

We have audited the accompanying Financial Statements of Square Texcom Limited which comprises the Statement of Financial Position as at 30 June 2019 Statement of Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows for the year then ended and Notes to the Financial Statements including a summary of significant accounting policies

In our opinion the Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) give a true and fair view of the state of the companyrsquos affairs as at 30 June 2019 and of the results of its operations and its Cash Flows for the year then ended and comply with the Companies Act 1994 and other applicable laws and regulations

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) Our Responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report We are independent of the Company in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevent to our audit of the Financial Statements and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with International Financial Reporting Standards (IFRSs) the Companies Act 1994 and other applicable laws and regulations This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of 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

In preparing the Financial Statements management is responsible for assessing the Companys ability to continue as a going concern desclosing as applicable matters related to Going Concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so

Those charged with govrnance are responsible for overseeing the Companys financial reporting process

Auditors Responsibilities for the Audit of the Financial Statements

Our responsibility is to express an opinion on these Financial Statements based on our audit We conducted our audit in accordance with International Standards on Auditing (ISA) Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 auditorrsquos 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 entityrsquos 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 entityrsquos internal control An audit also includes evaluating 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

Place DhakaDated October 01 2019

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of account as required by law have been kept by Square Texcom Limited so far as it appeared from our examination of those books and

The Companyrsquos Statement of Financial Position Statement of Comprehensive Income and its Statement of Cash Flows dealt with by the report are in agreement with the books of account

(i)

(ii)

(iii)

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

Further to our opinion in the above paragraph we state that

STxLAnnual Report 2018-2019 99

SQUARE TEXCOM LIMITEDStatement of Financial PositionAs at June 30 2019

ASSETS NON-CURRENT ASSETS 669463993 707305663Property Plant amp Equipment- Carrying Value 638367040 690592118Capital Work In Progress 31096953 16713545

CURRENT ASSETS 598985345 460008024Inventories 286949732 166614746Accounts Receivable 261286264 216416781Advances Deposits amp Prepayments 25463273 24687001Cash amp Cash Equivalents 25286076 52289496 TOTAL ASSETS Tk 1268449338 1167313687

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 298774127 278691935Share Capital 10000000 10000000Retained Earnings 288774127 268691935 NON-CURRENT LIABILITIES 467176130 459166119Share Money Deposit 423550119 423550119Deferred Tax Liability 43626011 35616000 CURRENT LIABILITIES amp PROVISIONS 502499081 429455633Short Term Bank Loan (Secured) 315747122 285746054Creditors amp Others Payable 7347077 8830192Liabilities for Other Finance 9630636 6610187Short Term Loan 161617019 123843099Provision for Income Tax 8157227 4426101 TOTAL SHAREHOLDERS EQUITY amp LIABILITIES Tk 1268449338 1167313687

Net Asset Value Per Share 298774 278692

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxL Annual Report 2018-2019100

Particulars June 302018Taka

June 302019Taka

SQUARE TEXCOM LIMITEDStatement of Profit or Loss and Other Comprehensive IncomeFor the Year ended June 30 2019

SALES REVENUE 934721283 879640842

Cost of Goods Sold (837931175) (782995713)

GROSS PROFIT 96790108 96645129

Administrative Expenses (31431439) (37124155)

Selling amp Distribution Expenses (2329503) (1767531)

PROFIT FROM OPERATION 63029166 57753443

Finance Cost (25947910) (14474368)

Non-operating Income 980645 374424

PROFIT BEFORE WPPF amp WF 38061901 43653499

Allocation for WPPF amp WF (1812471) (2078738)

PROFIT BEFORE TAX 36249430 41574761

Provision for Tax (Current) (8157227) (2105611)

Provision for Tax (Deferred) (8010011) (5193958)

PROFIT AFTER TAX FOR THE PERIOD Tk 20082192 34275192

(Transferred to the Statement of Changes in Equity)

No of Share=100000

Earnings Per Share(EPS) 20082 34275

Subsidiary

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxLAnnual Report 2018-2019 101

Particulars 2017-2018Taka

2018-2019Taka

SQUARE TEXCOM LIMITEDStatement of Changes in EquityFor the Year Ended June 30 2019

For the Year Ended June 30 2018

Share CapitalParticulars

Balance as at June 30 2018

Net Profit for the Year ended June 302019

Balance as at June 30 2019

Retained Earnings Total Tk

10000000

-

268691935

20082192

28877412710000000

278691935

298774127

Share CapitalParticulars

Balance as at June 30 2017

Net Profit for the Year ended June 302018

Balance as at June 30 2018

Retained Earnings Total Tk

10000000

-

234416743

34275192

26869193510000000

244416743

34275192

278691935

20082192

STxL Annual Report 2018-2019102

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Particulars 2017-2018Taka

2018-2019Taka

SQUARE TEXCOM LIMITEDStatement of Cash FlowsFor The Year Ended June 30 2019

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 889851800 799539946Exchange Fluctuation Gain (Realization from Transection) 799096 128559 Receipts from Other Income 19103 47474 Total Receipts 890669999 799715979 Payments to Suppliers (716964238) (616770814)Paid for Operating amp Non-operating Expenses (217812647) (244384347)Interest Expenses Paid (22272712) (7260070)Income Tax Paid (3653792) (5706713)Total Payments (960703389) (874121944) Net Cash Flow From (Used in) Operating Activities (70033390) (74405965) CASH FLOWS FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant and Equipment (20225264) (40424867) Net Cash Generated (Used in) from Investing Activities (20225264) (40424867) CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) 30001068 48131629Short Term Loan from (To) Sister Company 33091720 20746350 Net Cash Generated (Used in) from Financing Activities 63092788 68877979 Increase (Decrease) in Cash amp Cash Equivalents (27165866) (45952853)Net effect of foreign currency translation 162446 198391Opening Cash amp Cash Equivalents 52289496 98043958CLOSING CASH amp CASH EQUIVALENTS Tk 25286076 52289496

Net Operating Cash Flows Per Share (70033) (74406)

Subsidiary

STxLAnnual Report 2018-2019 103

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

AUDITORS REPORTIndependent Auditors Report to the Shareholders ofSquare Yarns LimitedOpinion We have audited the accompanying Financial Statements of Square Yarns Limited which comprises the Statement of Financial Position as at 31 December 2018 Statement of Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows for the period then ended and Notes to the Financial Statements including a summary of significant accounting policies

In our opinion the Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) give a true and fair view of the state of the companyrsquos affairs as at 31 December 2018 and of the results of its operations and its Cash Flows for the period then ended and comply with the Companies Act 1994 and other applicable laws and regulations

Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report We are independent of the Company in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the Financial Statements and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Key Audit Matters We draw attention to Note 2 (p) to the Financial Statements which describes that the company is under process for amalgamation with Square Textile Limited under provision of Section 228 amp 229 of the Companies Act 1994 Our opinion is not qualified in respect of these matters

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with International Financial Reporting Standards (IFRSs) the Companies Act 1994 and other applicable laws and regulations This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of 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

In preparing the Financial Statements management is responsible for assessing the Companys ability to continue as a going concern disclosing as applicable matters related to Going Concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so

Those charged with governance are responsible for overseeing the Companys financial reporting process

Auditors Responsibilities for the Audit of the Financial Statements

Our responsibility is to express an opinion on these Financial Statements based on our audit We conducted our audit in accordance with International Standards on Auditing (ISA) Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 auditorrsquos 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 entityrsquos 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 entityrsquos internal control An audit also includes evaluating 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

Place DhakaDated February 10 2019

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of account as required by law have been kept by Square Yarns Limited so far as it appeared from our examination of those books and

The Companyrsquos Statement of Financial Position Statement of Comprehensive Income and its Statement of Cash Flows dealt with by the report are in agreement with the books of account

(i)

(ii)

(iii)

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

Further to our opinion in the above paragraph we state that

STxLAnnual Report 2018-2019 105

SQUARE YARNS LIMITEDStatement of Financial PositionAs at December 31 2018

ASSETS Non-Current Assets 620338923 676872453Property Plant amp Equipment- Carrying Value 620338923 676872453

Current Assets 1733515533 1664296652Inventories 551365521 472332420Accounts Receivable 262139994 321134934Advances Deposits amp Prepayments 45746957 41134451Short Term Loan 810552881 723252420Cash amp Cash Equivalents 63710180 106442427

TOTAL ASSETS Tk 2353854456 2341169105

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 1971931663 1908113630Share Capital 95500000 95500000Retained Earnings 1876431663 1812613630

Non-Current Liabilities

Deferred Tax Liability 53533688 57859132

Current Liabilities amp Provisions 328389105 375196343Short Term Bank Loan (Secured) 186577378 233187042Creditors amp Others Payable 29824370 43105219Liabilities for Other Finance 10243209 13038822Provision for Income Tax 101744148 85865260

TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 2353854456 2341169105 Tk

Net Asset Value Per Share 206485 199802

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxL Annual Report 2018-2019106

Particulars June 302018Taka

Dec 312018Taka

SQUARE YARNS LIMITEDStatement of Profit or Loss and Other Comprehensive IncomeFor the Period (Six Months) ended December 31 2018

SALES REVENUE 731076090 987208292

Cost of Goods Sold (642577904) (892864246)

GROSS PROFIT 88498186 94344046

Administrative Expenses (6320194) (12371998)

Selling amp Distribution Expenses (878822) (872835)

PROFIT FROM OPERATION 81299170 81099213

Finance Cost (4636342) (4561024)

Other Income 2477223 138309

PROFIT BEFORE WPPF amp WF 79140051 76676498

Allocation for WPPF amp WF (3768574) (3651262)

PROFIT BEFORE TAX 75371477 73025236

Provision for Tax (Current) (15878888) (14566204)

Provision for Tax (Deferred) 4325444 3584757

PROFIT AFTER TAX FOR THE PERIOD 63818033 62043789

(Transferred to the Statement of Changes in Equity) No of Share=955000

Earnings Per Share (EPS) 6683 6497

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

STxLAnnual Report 2018-2019 107

Particulars July-Dec 2017Taka

July-Dec 2018Taka

Unaudited

SQUARE YARNS LIMITED

Statement of Changes in EquityFor the Period (Six Months) ended December 31 2018

For the Period (Six Months) ended December 31 2017

Share CapitalParticulars

Balance as at June 30 2017

Net Profit for the Six Months Ended Dec 31 2017

Balance As at Dec 31 2017

Retained Earnings Total

-

95500000

95500000

1678330454

62043789

1740374243

1773830454

62043789

1835874243

Share CapitalParticulars

Balance as at June 30 2018

Net Profit for the Six Months Ended Dec 31 2018

Balance As at Dec 31 2018

Retained Earnings Total

-

95500000

95500000

1812613630

63818033

1876431663

1908113630

63818033

1971931663

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Unaudited

STxL Annual Report 2018-2019108

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 790071030 1048969414Exchange Fluctuation Gain 345547 138309Total Receipts 790416577 1049107723 Payments to Suppliers (535294015) (673001715)Paid for Operating amp Non-operating Expenses (156471962) (174588096)Interest Expenses Paid (3980222) (7507593) Income Tax Paid (4870119) (9983664)Total Payments (700616318) (865081068)

Net Cash Flow From (Used in) Operating Activities 89800259 184026655

CASH FLOWS FROM INVESTING ACTIVITIESSales (Purchase) of Property Plant amp Equipment (754057) -

Net Cash Generated (Used in) from Investing Activities (754057) -

CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (46609664) 32966810Short Term Loan from (To) Sister Company (85168785) (464990904)

Net Cash Generated (Used in) from Financing Activities (131778449) (432024094)

Increase (Decrease) in Cash amp Cash Equivalents (42732247) (247997439)Opening Cash amp Cash Equivalents 106442427 391794350CLOSING CASH amp CASH EQUIVALENTS 63710180 143796911

Net Operating Cash Flows Per Share 9403 19270

SQUARE YARNS LIMITEDStatement of Cash FlowsFor the Period (Six Months) ended December 31 2018

Subsidiary

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Unaudited

STxLAnnual Report 2018-2019 109

Particulars July-Dec 2017Taka

July-Dec 2018Taka

S q u a r e T e x

SQUARE TEXTILES LIMITED Square Centre 48 Mohakhali Commercial Area

Dhaka-1212

P R O X Y F O R M

IWe ___________________________________________________________________________

of _____________________________________________________________________________

being a member of Square Textiles Ltd do hereby appoint

MrMrsMiss ___________________________________________________________________

of _____________________________________________________________________________

_______________________________________________________________________________

as myour proxy to attend and vote for meus on myour behalf at the 24th Annual General Meeting of the Company to be held on Thursday the 12th December 2019 at 1100 am at Samson H Chowdhury Centre Dhaka Club Ltd Ramna Dhaka

As witness my hand this day of ________________ 2019

_______________________ __________________________

Signature of the Proxy Signature of the Member Dated Dated

FolioBOID

Note A member entitled to attend and vote at the Annual General Meeting may appoint proxy to attend and vote in hisher stead The proxy form should reach at the Registered Office of their Company not less than 48 hours before the time fixed for the meeting

Signature Verified

Authorized Signatory Square Textiles Limited

Affix Revenue

Stamp

macrlsaquoqvi daggerUmiddotUvBjmamp wjwgDaggerUW macrlsaquoqvi daggermrsaquoUvi 48 gnvLvjx GjvKv XvKv-1212

ি ফ ম

AvwgAvgiv______________________________________________________________

wVKvbv _________________________________________________________________

macrlsaquoqvi daggerUmiddotUvBjmamp wjwgDaggerUW Gi m`muml wnDaggermDaggere

RbvedaggereMg______________________________________________________________

wVKvbv _________________________________________________________________

_____________________________________________________________________

AvgivAvgvDagger`i cOumlwZwbwa wnDaggermDaggere AvMvgx daggerivR iveZwcmacrnbdquoe 1২B 2019 mKvj 1100 NwUKvq mumlvgmb

vbgi tjw evnotK vKvX ivUrsaquomdagger xiyaŠPdagger PBG umleZocircwybA qOtildevKvX daggerKvcurrenuacutevbxi ২4Zg evwlcopyK mvaviY mfvq Ges Gi

|gvjiwK sup3yhbw umlbR iveiwK bv`Oumlc Uvfdagger seG iveKwv_ ZrsquomacrwcD paraDaggerc i`DaggervgvAivgvA qvfm ZlwvNdagger xeZj~g

102 uml`A eDaggermDaggernw umlparavmacr 9 ZvwiDaggerL AvwgAvgiv GB `wjDaggerj mAacutevDaggerb macrvparai Kwijvg|

_______________ _________________ cOumlwZwbwai macr^vparai m`Daggermumli macrvparai ZvwiL ZvwiL dwjIweIAvBwW bcurreni

wet ordft evwlcopyK mvaviY mfvq daggerhvM`vDaggerbi AwaKvix daggerkqvi daggernvigravevi Zvi cwieDaggerZcopy evwlcopyK mvaviY mfvq daggerhvM`vDaggerbi Rbuml GKRb cOumlwmiddot wbDaggerqvM KwiDaggerZ

cvDaggerib| cOumlwmiddot dig h_vh_ c~iDaggerYi ci eDaggerBn ZDagger`w vgR mDaggerdwA copyWvoacuteRwidagger ixbvuacutecurrenvKdagger copyeDagger~c vUrsaquoN 84 ibDaggervocircybA vfm

Zparawxic iparavmacr

vgDaggerybA `bKvixi macr^vparai

macrlsaquoqvi daggerUmiddotUvBjmamp wjwgDaggerUW

For the Financial Year 2017-2018 Dividend Recommended 21 October 2018 Record Date for 23rd AGM 27 November 2018 23rd Annual General Meeting 20 December 2018 Dividend Issued 14 January 2019 For the Financial Year 2018-2019 Publication of 1st Qtr Financial Report 14 November 2018 Publication of 2nd Qtr Financial Report 31 January 2019 Publication of 3rd Qtr Financial Report 30 April 2019 Dividend Recommended 22 October 2019 Audited Financial Report to BSEC DSE and CSE 11 November 2019 Record Date for 24th AGM 19 November 2019 Notice of 24th AGM 27 November 2019 24th Annual General Meeting 12 December 2019 Dividend Payable By 10 January 2020

Corporate Compliance

Registered Address

Corporate HeadquartersSquare Centre

48 Mohakhali Commercial Area Dhaka BangladeshPhone +88-02-9859007 8833047-56

Fax +88-02-8834941 8828768 wwwtextilesquaregroupcom

  • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
    • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
      • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
      • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
        • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
        • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
Page 7: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and

N O T I C E

2 4 T H A G M

Notice is hereby given that the 24th Annual General Meeting of the Members of Square Textiles Ltd will be held on Thursday the 12th December 2019 at 1100 am at the Samson H Chowdhury Centre Dhaka Club Limited Ramna Dhaka to transact the following business

Agenda-1 To receive consider and adopt the Audited Financial Statement for the year ended 30th June 2019 together with the reports of the Directorsrsquo and the Auditorsrsquo thereon

Agenda-2 To declare dividend for the year ended 30th June 2019

Agenda-3 To elect Directors in terms of the relevant provision of Articles of Association

Agenda-4 To appoint Statutory Auditors for the year 2019-2020 and to fix their remuneration

Agenda-5 To appoint Compliance Auditors for the year 2019-2020 and to fix their remuneration

Agenda-6 To approve appointment of the Independent Director

By order of the Board

Sanjib Baran Roy Company Secretary Dated 27 November 2019 Notes

i) The proxy form must be affixed with requisite revenue stamp and be deposited at the Registered Office of the Company not less than 48 hours before the time fixed for the meeting

ii) Members are requested to submit to the Companyrsquos Share Office on or before 11th December 2019 their written option to receive dividend In case of non-submission of such option with the stipulated time the dividend will be paid off as deemed appropriate by the Company

iii) The Annual Report is available in the Companyrsquos web site at wwwtextilesquaregroupcom

STxLAnnual Report 2018-2019 5

Mr Samuel S Chowdhury

Mrs Ratna Patra

Mr Tapan Chowdhury

Mr Anjan Chowdhury Mrs Anita Chowdhury

Mrs Nihad Kabir Mr S M Rezaur Rahman

THE DIRECTORS Chairman

Mr Samuel S Chowdhury

Vice Chairman Mrs Ratna Patra Managing Director Mr Tapan Chowdhury Director Mr Anjan Chowdhury Director Mr Kazi Iqbal Harun Independent Director Mr Syed Afzal Hasan Uddin Independent Director Mr S M Rezaur Rahman

BOARD OF DIRECTORS Chairman Mr Tapan Chowdhury Vice Chairman Mrs Ratna Patra Managing Director Mr Samuel S Chowdhury Director Mrs Anita Chowdhury Director Mr Anjan Chowdhury Independent Director Mrs Nihad Kabir Independent Director Mr S M Rezaur Rahman

STxLAnnual Report 2018-2019 7

S q u a r e T e x ti l e s L t d

Management Committee

Mr Samuel S Chowdhury Chairman Managing Director Mr Anjan Chowdhury Member Director Mr Md Kabir Reza Member Head of Accounts ampFinance Mr Md Alamgir Hossain Member Head of Operations

Audit Committee

Mrs Nihad Kabir Chairman Independent Director Mrs Ratna Patra Member Director Mr Anjan Chowdhury Member Director Mr Sanjib Baran Roy Secretary Company Secretary

Nomination and Remuneration Committee

Mrs Nihad Kabir Chairman Independent Director Mrs Ratna Patra Member Director Mr Anjan Chowdhury Member Director Mr Sanjib Baran Roy Secretary Company Secretary

CFO Company Secretary and HIAC

Mr M Habibur Rahman FCMA Mr Sanjib Baran Roy ACS Mr Mozibur Rahman FCA

Ms Ahmed Zaker amp Co Chartered Accountants Green City Edge 10th Floor 89 Kakrail Dhaka

Statutory Auditors

M ANA GEM ENT A PPAR AT US

Ms Chowdhury Bhattacharjee amp Co Chartered Accountants 478 Indira Road Ground Floor Dhaka

Compliance Auditors

STxL Annual Report 2018-20198

Operational Head

Mr Md Alamgir Hossain Head of Operations Mr Anjan Kumar Paul Head of HR amp Admin Mr Suresh Chandra Bala Head of Plant Mr Md Abdur Rahman Head of Engineering Mr Avijit Kumar Biswas Head of Procurement Mr Mozibur Rahman Head of Internal Audit and Compliance Mr Md Shahid Raihan Head of Quality Assurance Mr Shah Mohammad Faisal Head of Sales amp Marketing

Bankers

Standard Chartered Bank HSBC Ltd Prime Bank Ltd Bank Alfalah Ltd The City Bank Ltd Commercial Bank of Ceylon PLC

Insurers

Pioneer Insurance Co Ltd Pragati Insurance Co Ltd

CORPORAT E IN FORMATI O N

Listing

Dhaka Stock Exchange Ltd Chittagong Stock Exchange Ltd

Subsidiary Company

Square Texcom Ltd

Registered Office

Square Centre 48 Mohakhali CA Dhaka 1212 Bangladesh

Factory

1 Sardaganj Kashimpur Gazipur Bangladesh

2 Olipur Hobigonj Bangladesh

Phone Email amp Web

880-2-8833047-56 880-2-9859007

cssquaregroupcom textilesquaregroupcom

Mr Rokanuddin Mahmud Bar-at-Law Walsow Tower 21-23 Kazi Nazrul Islam Avenue Dhaka

Legal Advisor

Ms Nazia Kabir Bar-at-Law Concord Ovilash 1st floor House-62 Road-11A Dhanmondi Dhaka

Square Text i les Ltd

STxLAnnual Report 2018-2019 9

STxL Annual Report 2018-201910

C O R P O R A T E S U S T A I N A B I L I T Y

At Square Textiles Ltd ldquoCorporate Sustainabilityrdquo is embedded within the principles and values of the company Through successful ldquotriple bottom linerdquo performance focusing on social environmental and financial factors the company is able to generate increased earnings reduce material usage energy expenditures and wastes and increase social contribution The focus on Sustainability has contributed to long-term success for the company over the years

State of the art Facility

We focus on continuous efforts to introduce innovative means of production that allows for optimum utilization of materials and energy Our state of the art production facility is equipped with upgraded technologies and machineries that are energy efficient as well environmental friendly In 2018 we have introduced PCW plant (fabric crushing) We are the pioneer in introducing this technology in Bangladesh

Ready Recycling Facility

The manufacturing facility is fitted to contain dust and waste discharge to the environment On a daily basis 4 (four) out of 6 (six) tons of waste materials on average are recycled Hard wastes are crushed and reused as raw materials in production Our PCW plant processes garment wastages into fibers There are no chemical applications in our manufacturing process and hence there are no environmental damage as a result of any spillovers or emissions of harmful gas

Minimizing Occupational Hazards

We follow stringent safety measures and regularly monitor and review occupational health and safety procedures We ensure that our factory workers always follow the safety protocols necessary to ensure a hazard free working environment and uninterrupted operations In regards to such health and safety issue proper training and awareness are provided to all production employees

Creating Product Diversity

We believe in ldquoProduct Diversityrdquo as a means of economic sustainability The company has about 40 percent product diversification within our total product port-folio

This Product Diversity has led to enhancement of the companyrsquos brand image increased profit-ability and risk mitigation

Overall our emphasis on Corporate Sustain-ability has led us to create a blend of strate-gies where financial amp non-financial aspects are perfectly integrated within the good governance and mana-gement practices of the company as well as engage all stakeholders in an open platform where financial social and environmental issues are shared and communicated All these have translated to positive outcomes that is beneficial to all parties within the value chain

S q u a r e T e x

STxLAnnual Report 2018-2019 11

M ES S AG E F R O M T H E C H A I R M A N

Dear Shareholders Colleagues Ladies and Gentleman

I deem it a great pleasure to welcome you all on behalf of the Board of Directors to this 24th AGM and thank you for taking troubles to attend the Meeting I hope you all have received your copies of the Annual Report for the year ended 30 June 2019 and studied with interest for providing us your valuable commentssuggestions for our future guidance

While on the subject I would recall the mechanism which was adopted by our Late Founder Chairman after legalprofessional struggles with the then Securities and Exchange Commission for offering a part of Shareholdings of Square Pharmaceuticals Ltd in Square Textiles Ltd as free ldquoSpecie Dividendrdquo Without this outstanding mechanism Square Textiles Ltd would not have the opportunity of getting listed as a Public Limited Company As I understand no such company has succeeded to adopt this mechanism for the benefit of the Shareholders and the Capital Market

As you will examine the Annual Reports amp the Financial Statements you will note with satisfaction that the Companyrsquos operations during 2018-2019 had increased with satisfactory outcome despite various fiscal financial odds prevailing in the industrial countries involving International Trade We hope as the global situation stabilizes our operations and exports would seize the niche opportunities by expanding export destinations in new areas of the Government of Bangladesh offers appropriate incentives in due course of time We await and hope our Textile Products will lead us in the World Market in not too a distant time

With best wishes for all

Tapan Chowdhury Chairman

STxL Annual Report 2018-201912

CORPORA T E A CHI EVEM ENT S qua r e Te x t i l e s L t d

2008 Awarded Cotton made in Africa (CmiA) Certificate

2009 Awarded USTERIZED Certificate

2010 Received HSBC Export Excellence Award

2011 Authorized Capital BDT 3000 million

2015 Won ICSB National Award Gold for Corporate Governance Excellence

2007 Awarded Global Organic Textiles

Standard (GOTS) Certificate

2003 Awarded SUPIMA

license

2002 Listing with

Dhaka Stock Exchange Ltd Chittagong Stock Exchange Ltd

Awarded CottonUSA

Certificate

1994 Year of Establishment

(Incorporated as a Public Limited Company)

1997 Year of Operation

2000 Awarded Oeko-Tex

Standard 100 Certificate

Awarded ISO-90012008 Certificate

2012

Awarded AA rating in the long term and ST-2 in short term by CRISL

2017 Awarded as Best Taxpayer Textiles Sector Awarded AA rating in the long term and ST-1 in short term by CRISL

2018 Won Export Trophy Gold

Dear Respected Shareholders Ladies and Gentleman I am pleased to welcome you to the 24th AGM on behalf of the Board of Directors of the Company and present herewith the Annual Report along with Audited Statutory and Regulatory Reports pertaining to the Financial Year 2018-19 and seek your commentssuggestions for our future guidance

As you review the operating performance you will note that the Companyrsquos Turnover Gross Profit Net Profit (AT) etc shows remarkable growth over the previous year This had been possible due to operation of new project at Habiganj merger of Square Yarns Ltd as well as wiser inventory management reduction in process cost reduction of wastages disciplinary labour management etc A reduced rate of increase in Administrative expenses also have had an increasing effect on profit from operations

However due to increase in Finance Cost by about 195 times the rate of increase in Net Profit (BT) increased by a lower rate The Bank Borrowing had increased due financing of expansion program of the company which would when in full production be paid-off from increased earnings

I hope the Shareholders and Stakeholders will continue to have their trust in the Board of Directors Management in the future as was in the past and encourage us to improve our results

With best wishes

Samuel S Chowdhury Managing Director

REPORT FROM THE MANAGING DIRECTOR

STxLAnnual Report 2018-2019 13

Figures in lsquo000

CORPORATE OPERATIONAL RESULTS

Particulars 2018-19 2017-18 2016-17 2015-16 2014

Turnover (Net) 8896244 6367125 5020425 4998758 5115828

Gross Profit 951351 671530 525634 787050 868716

Net Profit (Before Tax) 435911 348045 297592 573967 644992

Net Profit (After Tax) 346462 290914 252494

486236 541191

Shareholdersrsquo Equity 7224422 5386034 5452946 5607074 5158723

Total Assets 12954548 9425480 7511325 6695189 6265137

Total Current Assets 6396837 4430793 3618295 3547893 3903436

Total Current Liabilities 5494425 3910867 1948729 965544 993110

Current Ratio 116 113 186 367 393 Shares Outstanding 197252000 187859048 178913379 162648527 147862298

Face Value per Share 1000 1000 1000 1000 1000

Dividend (Cash) 20 20 20 25 20

Dividend (Stock) - 5 5 10 10

Net Asset Value Per Share (NAV) 3663 2731 2764 2843 2615 Net Operating Cash Flow per Share -348 -148 070 331 422

EPS-Earning per Share (STxL) 176 147 128 247 274 EPS-Earning per Share (Consolidated) 218 232 209 376 408 EPS on Share Issued for Cash 1375 1155 1002 1930 2148 Quoted Price per Share - DSE 4570 5070 6770 7080 9100

Quoted Price per Share - CSE 4580 5120

6840 7170 9090

Price Earnings Ratio-DSE (Time) 2597 3271 4801 2602 2486

Price Earnings Ratio-CSE (Time) 2602 3303 4851 2636 2484

Market Capitalization-DSE (in billion) 901 952 1211 1151 1345

Market Capitalization-CSE (in billion) 903 962 1223 1166 1344 Shareholders 2018-19 2017-18 2016-17 2015-16 2014

SponsorsDirectors 7 7 8 8 9

Financial amp other Institution 238 219 229 226 225

Foreign Investors 5 7 11 13 12

General Public 17194 17708 18626 20931 26155

Total - 17444 17941 18874 21178 26401

Employees 2018-19 2017-18 2016-17 2015-16 2014

Executives 178 162 145 138 179

Non Executives 130 117 71 67 264

Workers 3657 2152 2211 1893 1649

Total - 3965 2431 2427 2098 2092

Standalone

34436098

STxL Annual Report 2018-201914

Corporate Governance is a discipline by which a company is controlled and directed Governance is the path to identify and ensure the ethics rights and responsibilities among different participants in the Company Good Corporate Governance is key to its successful sustenance Our Corporate Governance is as follows

Board of Di rectors

In line with the concept of good corporate management practice and the provisions of Articles of Association The Board of Directors The Top Management tier is responsible for overall control and supervision of the entire affairs of the Company primarily through strategic planning amp budgetary control mechanisms To this end The Board of Directors hold periodic meetings to resolve issues of policies and strategies recording the minutes decisions for implementation by the Executive Management During the year under review the board held 8 (eight) meetings to transact various agenda

The present members of the Board of Directors are as follows

Mr Tapan Chowdhury - Chairman Mrs Ratna Patra - Vice Chairman Mr Samuel S Chowdhury - Managing Director Mrs Anita Chowdhury - Director Mr Anjan Chowdhury - Director Mrs Nihad Kabir - Independent Director Mr SM Rezaur Rahman - Independent Director

The Board of Directors is reconstituted every year by the shareholders through retirement re-election election of one- third of its members

Members of the Board of Directors often travel abroad to bring into focus the Companys image and acquire technological gains

Top Management inauguratesparticipates in seminars training courses conferences and various cultural activities of the employees and workers which instill in them a sense of belongingness Separate Role of the Chairman and Managing Director

The positions of Chairman and Managing Director are held separate persons

Mr Tapan Chowdhury is the Chairman of the Company and responsible for the functions of the Board while Mr Samuel S Chowdhury is the Managing Director serves as the Chief Executive Officer of the Company

Independent Director

In compliance of the BSEC Regulations on Good Governance the Board of Directors as empowered by the Regulations appointed ① Mrs Nihad Kabir Barrister-at-Law is an Advocate of Supreme Court of Bangladesh legal advisor of several leading national multinational and foreign organizations and senior partner of the Syed Ishtiaq Ahmed amp Associates a firm of legal consultants and practitioners in Bangladesh and ② Mr S M Rezaur Rahman capital market consultant and Director of United Corporate Advisory Services Ltd a firm of financial amp investment advisory and post issue management of initial public offer of securities amp other related jobs in Bangladesh as the non-shareholding Independent Director of Square Textiles

with an expectation that their expertise would help contribute to the further disclosure and protect the interest of the stakeholders investors in general and smaller investors in particular

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 15

STxL Annual Report 2018-201916

Role amp Responsibi l i t ies of the Board of Di rectors

The main role of the Board of Directors which is the highest level of authority is to provide general superintendence oversee the operations and control the affairs of the company through appropriate delegation and accountability processes via the lines of command

However the Board of Directors hold the ultimate responsibility amp accountability with due diligence for conducting the activities of the company as per provisions of law in the interest of the shareholders the stake- holders the state and the society

The Board of Directors in fulfillment of its responsibility hold periodic meetings at least once a quarter and provide appropriate decisionsdirections to the Executive Management Such meetings usually consider operational performance financial results review of budgets capital expenditure proposals for BMRE or new projectsdivisionsproduct lines procure-ment of funds by issue of shares or borrowing procurement of raw materials plant amp machinery pricing of products discounts recruitment training and promotion of officers approval of annual financial statement appropriation of profit and recommendation of dividends and other interest of the stakeholders including the employees and workers

The Board of Directors take special care in designing and articulating productivity and compensation plans of employees and workers and rewarding them appropriately on the basis of quality and quantity of performance as an incentive

The Board also remains responsible for removal of operational hazards to life and health of workers friendly environmental work condition and social relationship as demanded of good citizen in a country Chief F inancia l Off icer Company Secretary and Head of Internal Audit and Compliance The Company has appointed Mr M Habibur Rahman FCMA as Chief Financial Officer Mr Sanjib Baran Roy ACS as Company Secretary and Mr Mozibur Rahman FCA as Head of Internal Audit and Compliance as per require-ment of Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission

Audit Committee of Board

The Board of Directors has constituted an Audit Committee of the Board consisting of three Non-Executive Directors namely Mrs Nihad Kabir Independent Director Mrs Ratna Patra Vice Chairman and Anjan Chowdhury Director The Independent Director is the Chairman of the Committee

The Audit Committee carries out its responsibilities as per the provisions of law and submits its report to the Board of Directors from time to time The Audit Committee shall also co-ordinate with the internal and external auditors as and when required The Audit Committee ensures that adequate internal checks amp balances supported by adequate MIS are in place for detection of errors frauds and other deficiencies

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 17

The other responsibilities include inter alia not being limited to the prevention of conflict of interest between the company and its Directors officials customers suppliers government and any other interest groups and detect or remove any scope of insider trading in the companys stock The Audit Committee also ensures compliance of requirements of BSEC and other agencies

Nomination and Remunerat ion Committee of Board

The Board of Directors formed a Nomination and Remuneration Committee of the Board comprising of three Non-Executive Directors namely Mrs Nihad Kabir Independent Director Mrs Ratna Patra Vice Chairman and Anjan Chowdhury Director

The Independent Director is the Chairman of the Committee

The terms of reference of the Nomination amp Remuneration Committee inter alia include to determine the Companyrsquos policy on specific remuneration packages for executive directors to review recommend andor approve remuneration to whole-time Directors to review and approve the Remuneration Policy of the Company to formulate criteria for evaluation of Independent Directors and the Board to devise a policy on Board Diversity to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board the appointment or removal of such persons and to discharge such other functions and exercise such other powers as may be delegated directed by the Board of Directors from time to time

Executive Management

The Managing Director the CEO is the head of the Executive Management Team which comprises senior executive members of the Company Within the limits of delegated authority and responsibility by the Board of Directors Executive Management operates through further delegation of authority at every echelon of the line management

The Executive Management operates within the frame work of policy amp Planning strategies set by the Top Management with periodic performance reporting for guidance The Executive Management is responsible for preparation of segment planssub-segment plans for every profit centers with budgetary targets for every items of goods amp services and are held accountable for deficiencies with appreciation for outstanding and exceptional performances These operations are continuously carried out by the Executive Management through series of Committees Sub-Committees Adhoc Committees amp Standing Committees assisting the line management

Legal Advisers

In order to avail the best legal services for Good Corporate Governance the company has empaneled top ranking legal professionals namely Mr Rokonuddin Mahmud Bar-at-Law and Ms Nazia Kabir Bar-at-Law They have had long term fundamental support to the companys Good Governance efforts

Shareholdersrsquo Relat ionship

Corporate Governance issues include how major policy decisions are made in business corporations how various stakeholders can influence the process who is held accountable for performance and what performance

CORPORATE GOVERNANCE

standards are applied In a nutshell power and influence are crucial in corporate governance As shareholders belong to the most important stakeholders ownership structure has an impact on the balance of power among shareholders Though sponsors usually hold majority shares required for ordinary resolutions public shareholders have a definite role and influence in the passing of special resolutions required for changes in the business object sale of businessproductive assets merger and amalgamation winding up or dissolution and amendments to Memorandum and Articles of Association for protection of minority interest up to 499 of the shareholdings

The position of shareholders as on 30th June 2019 indicates that the sponsors of the company do not hold the required shareholdings (75) for passing special resolutions This allows the public shareholders (individuals amp institutions) to play an effective role in protecting their legal corporate rights

The Company holds regularly as per law the Annual General Meeting (Shareholders Meeting) with adequate Notice and Disclosures in the Directors Report and the Auditors Report on AccountsNotes and Resolutions are passed with consensus and unanimity All reasonable and practicable suggestions are implemented with good grace

All enquiries are attended by the Company Secretary where necessary Internal Audit

Committee investigates matters of signifi-cant merit for consideration by the Management CommitteeManaging DirectorAudit Committee of BoardBoard of Directors as the case may be

The Shareholders as owners are provided with material information on the Companys operation quarterly and annually They are also provided routine services by the Company Secretary in any company matters which is permissible The Board is however responsible to the Shareholders as well as investors for publication of price sensitive information as per regulations of Bangladesh Securities and Exchange Commission A qualified Chartered Secretary is in charge for all these responsibilities as Company Secretary The Company has also a web site to provide permissible information noticesprice sensitive informationfinancial reportsdisclosures and others for the Shareholders and interested investors

Financia l Auditors

The role of the financial auditors in certification of the financial statement is the most significant aspect of Corporate Governance and protection of interest of the investors As evident from the Annual Reports the company rigidly follows the Companies Act Rules of Bangladesh Securities and Exchange Commission listing regulation code of International Financial Reporting Standards (IFRS) International Accounting Standards (IAS) and International Standard of Auditing (ISA) with legally required disclosures of Accounts and Financial Statements

CORPORATE GOVERNANCE

STxL Annual Report 2018-201918

All this has been possible due to the high level capability and integrity of Ms Ahmed Zaker amp Co Chartered Accountants whose unchallenging performance has played a very trustworthy role in the protection of interest of the investors

Compl iance Auditors

The compliance auditors is responsible in certification on compliance of conditions of Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission as well as the provisions of relevant Bangladesh Secretarial Standards of Institute of Chartered Secretaries of Bangladesh Ms Chowdhury Bhattacharjee amp Co Chartered Accountants is the compliance auditors of Square Textiles Ltd appointed by its shareholders in general meeting

D ividend Pol icy

The Management is committed to show a stable policy of distribution of dividend of the accretional wealth (profits) between the current and the future generation of shareholders This would enable the company to enhance its capital wealth and sustain for perpetuity of existence benefiting both the present cohorts and the progeny

Segment Report

The companys operations are carried out on an aggregate basis and are managed as a single operating segment Accordingly the company operates in one segment of developing manufacturing and marketing of cottonyarn for human as well as industrial use

Risk Perception

The Company Management perceives investment risk within the national and international economic perspectives in relation to legal and moral requirements involving inter alia intellectual property right scientific invention WTO Regulation MFA etc and monetary and fiscal investment policies and has prepared its production amp marketing strategies to meet the challenges from these risks

Secretar ia l Standard

Square try their best maintaining of the Secretarial Standard on meetings of the Board of Directors Members (shareholders) Minutes and Dividend issued by the Institute of Chartered Secretaries of Bangladesh

Compl iances

Square has an established procedures to ensure compliance with all applicable statutory and regulatory requirements Respective officers are responsible for ensuring proper compliance with applicable laws and regulations

296

407357 375 394

2014 2015-16 2016-17 2017-18 2018-19

Dividend Payout (Cash) (in million)

18 months

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 19

STATEMENT OF VALUE ADDED For the year ended 30 June 2019

2018-2019

2017-2018

Source of Fund Net Turnover Less Bought in Materials amp Services Add Other Income

8896244091

(7284834794) 14014592

6367124698

(5158927862) 7350278

Value Added 1625423889 1215547114

Applied in the following Ways

Employees Salaries Wages Gratuity and Other benefits Contribution to workers profit participation amp welfare fund

826114579

804319048 21795531

612613848

595211619 17402229

Government Corporate Tax Other Government Dues

66948261

43637491 23310770

71950230

57130653 14819577

Provider of Capital

Dividend

394504000 394504000

469647616 469647616

Retained by the Company

Depreciation Retain Earning

337857049

385899069 (48042020)

61335420

240069108 (178733688)

1625423889 1215547114

6134

46965

7195

61261

33786

39450

6695

82611

2 0 18-19 2 0 17-18

Em pl oye e s

G ove r nme nt

P r ov i de r of Ca p i t a l

Re t a i ne d b y t he C ompa ny

Sq

ua

re

Te

x

GRAPHICAL VIEW

Standalone

In terms of provisions of Section 184 of the Companies Act 1994 Rule 12 (and the schedule there under) of the Bangladesh Securities and Exchange Rules 1987 BSEC Notification on CGC dated 3rd June 2018 and IASndash1 (International Accounting Standardsndash1) codes as adopted by The Institute of Chartered Accountants of Bangladesh (ICAB) it is the pleasure of the Board of Directors to submit its Report to the Members of the Company for the year ended 30 June 2019 in the following paragraphs TEXTILES SECTOR

The Textile and Clothing Sector is the largest manufacturing industry in Bangladesh and plays a significant role in the growth of economy contributes more than 13 in GDP 40 industrial value addition comes from the textile sector generation of about 55 lac of the countryrsquos industrial employment where 80 are female 150 lakh of peoples in support industries depend on this trade and over 86 of the export earnings Spinning Sector is a significant part as backward linkage of textile and clothing value chain to stabilize supply chain and control the major costs The products of the spinning are cotton yarn polyester synthetic yarn woolen yarn and blended yarn mixed of cotton with polyester of different counts Yarns are being used by the weaving sub-sectors like specialized textiles handlooms and knitting and hosiery

Total demand of yarns in Bangladesh around 141 million ton where the local production meet up around 112 million ton In addition almost 85 of cotton yarns and 50 demand for synthetic and blended yarn of export-oriented fabric producing mills are being met by the private sector spinning mills

FINANCIAL PERFORMANCE

The Company reported growth in Revenue of 3972 during the year 2018-2019 due to operation of new project at Habiganj merger of Square Yarns Ltd At Standalone level the Revenue from operations stood at BDT 889624 million compared with BDT 636713 million in the Previous Year The Operating Profit stood at BDT 69785 million as against BDT 44419 million in the Previous Year an increase by 5711 The Net Profit increased by 1909 stood at BDT 34646 million against BDT 29091 million reported in the previous year

The Consolidated Revenue from operations for FY 2018-2019 was BDT 1056204 million as against BDT 941187 million in the Previous Year registering a growth of 1222 The Profit from Operation was 84218 million as against BDT 67226 million in the Previous Year and Net Profit for the year stood at BDT 42902 million against BDT 45706 million reported in the previous year

The Consolidated Profit from Operation increased by 2528 but the Net Profit declined by 613 during 2018-2019 due to increase in a) Worker Wages and Salary as a revision took place in the wages structure as per Labour Law and b) Finance Cost against new investment for expansion

DIRECTORSrsquo REPORT to the Members for the year ended 30 June 2019

Operating Income

69785

5711 Tk In million

44419

2018-19

2017-18

STxLAnnual Report 2018-2019 21

COMPANYrsquoS OPERATIONS

Square Textiles has over 22 years of experience and competency in yarn spinning arena The industry is one of the largest producers of knitting amp weaving yarns in Bangladesh Today it has one of the most sophisticated vertically integrated set-ups by which Square Textiles are producing around 110 ton of yarns every day Square Textiles focus on more sustainable and eco-friendly products namely Organic BCI Tencel Re-cycle (cotton and Polyester) etc We are developing more value added product ie Galaxy Flutter Lurex Mozaik Neppy Snow Siro etc that are more fashion trendy and higher valued export earner Square Textiles are recognized by our valued customers through quality products with committed services CapacityProduction

During the last few years Square Textiles are facing huge power crisis ie scarcity of gas supply and competition in the domestic and international market To cope with the situation Square Textiles have arranged alternative fuel generated power and adopted multiple product mix to attain high margin benefit as an alternative production technique Hence Square Textiles have restated the production capacity installation criterion and actual production quantity to make them (The production data) equivalent amp comparable

The production efficiency increased during the year 2018-19 to 9670 from 9626 than that of efficiency of 2017-2018

lsquo

The total installed production capacity (at average 30s Ring and 14s OE counts) as on June 30 2019 was as follows

SpindlesRotors In Nos 2018-19 2017-18

Installation

Spindle Installed 122976 81648

Rotor head Installed 3960 3960

Vortex head Installed 2784 672

Operation

Spindle Operated 122976 81648

Rotor head Operated 3960 3960

Vortex head Operated 2784 672

Product Capacity Installed in Kg

2018-19 2017-18 Equivalent to-

30s Count (Ring Yarn) 18171216 9944673

14s Count (OE Yarn) 9042222 10043927

30s Count (Vortex Yarn) 7927500 2450000

Total - 35140938 22438600

Actual Production in Kg 2018-19 2017-18

Actual Production 33622604 22925478

Equivalent to-

30s Count (Ring Yarn) 17617160 9400675

14s Count (OE Yarn) 8722390 9810863

30s Count (Vortex Yarn) 7642423 2388957

Total - 33981973 21600495

Production Efficiency in

2018-19 2017-18

Equivalent to-

30s Count (Ring Yarn) 9695 9453

14s Count (OE Yarn) 9646 9768

30s Count (Vortex Yarn) 9640 9751

Total (Average) - 9670 9626

D I R E C T O R S rsquo R E P O R T

STxL Annual Report 2018-201922

Cost of Production

The cost of production has varied during the past years primarily due to wide fluctuations in the price of raw cotton packing materials fuel amp power and spare parts which were beyond the control of the Management

The level of costs and their incidences are given below

in Kg 2018-19 2017-18

Output of Yarn 33623 22925 Cost of Major Items in Tk lsquo000

2018-19 2017-18

Raw Material Consumed

6040169 4139044

Packing Materials 85725 60165

FuelPower etc 592512 610729

Spare Parts 161055 150006

Other Overhead 1137374 771737

Total Cost - 8016835 5731681 Unit CostKg in Tk

2018-19 2017-18

Raw Material 17964 18055

Packing Materials 255 262

FuelPower etc 1762 2664

Spare Parts 479 654

Other Overhead 3383 3366

Total Unit Cost- 23843 25001 Raw Material Cost of Total Cost- 7534 7222

The above figure reveals that though the raw material cost per unit decreased by 050 packing materials cost decreased by 267 Fuel Power cost decreased by 3386 Spare Parts cost decreased by 2676 and other overheads increased by 051 which lead to total unit cost decreased by 463 in 2018-19 over 2017-18

The production was increased by 4565 in volume over last year

During the year under review the price of raw cotton in the international market was stable MARKETING OPERATIONS Market Exposure

The marketing operations of the Company continued its emphasis on export sales over the years which are depicted below

Quantity Sold (Kg) in lsquo000

2018-19 2017-18

Export Sales 33609 22755

Total - 33609 22755 Sales Revenue (Tk) in lsquo000

2018-19 2017-18

Export Sales 8896244 6367125

Total - 8896244 6367125 The market exposure saying that there was no local sales revenue for the period under review The export (overall) sales quantity increased by 4770 and Sales Revenue increased by 3972 in 2018-19 over 2017-18 Be noted that Square Yarns Ltd (subsidiary of Square Textiles) has merged with Square Textiles Ltd from January 01 2019 Unit Selling Prices Attained The Selling Prices (TakaKg) over the years varied as shown below

2018-19 2017-18

Export Sales 26470 27981

Total - 26470 27981 The Export Selling Prices in the year of 2018-19 over 2017-18 decreased by 540 due to decline the export demand and fallen the price of cotton yarn in the international market The price of yarn has also fallen due to the trained trade relationship between the US and China

D I R E C T O R S rsquo R E P O R T

STxLAnnual Report 2018-2019 23

STxL Annual Report 2018-201924

INDUSTRY OUTLOOK

In the wake of changing world demand structure Bangladesh is on the track of progressive higher demand for garments of mind to higher quality brands due to fiscal war between the large economics such as USA China EU etc The sector offers great scope of expansion and double the foreign exchange earnings provided Government becomes alert and provide necessary fiscal and monetary support incentives to Local strategic investors RISK amp CONCERN

Absence of long range planning inadequate strategic investment policies variable uncertain fiscal amp monetary policies disorderly employment crises Buyersrsquo dominance international trade barriers internal law and order situation especially in transport sector and lack of appropriate infrastructure etc offer risk of business and investment

CAPITAL EXPENDITURES

Square Textiles made an additional net capital expenditure of Tk 142358 million in order to upgrade production facilities and increase the production capacity during year 2018-2019 as follows

in lsquo000 2018-19 2017-18

LandCivil Construction - 78954

Plan amp Machinery 1277574

761860

Other Fixed Assets 146010 500913

Total - 1423584

1341727

The above investments had enabled the company to sustain the rate of production efficiency at the reasonable level over the years The entire amount has been invested out of its internal generation of fund and bank borrowing

INVESTMENT IN SUBSIDIARIES Square Textiles has invested Tk 95000000 as equity (9948) in the capital of Square Yarns Limited which has merged with Square Textiles on 01 January 2019

Square Textiles has also invested Tk 65783760 as equity (95) in the capital of Square Texcom Limited and has also deposited Tk 423550119 as share money deposit

As per provision of the Company Act 1994 Square Texcom Limited is subsidiary of Square Textiles Limited and as such Directors Report along with Auditors Report amp Audited Financial Statement have been included as part of this report

FOREIGN EXCHANGE EARNEDSAVED Square Tex has contributing substantial amount to the Foreign Exchange Reserve of the Country During the year Tk 6864 million has earnedsaved and contributed through its export marketing operation which is depicted below

in lsquo000 2018-19 2017-18 Total Export Earning 8164635 5711889

Less Import Costs

Raw Cotton 6824907 4228368 Spare Parts 219770 126773 Misc (with BMRE) 1051317 1131055

Net Export Earnings 68641 225693

D I R E C T O R S rsquo R E P O R T

Net Profit (After Tax)

Income

34646

1909 Tk In million

29091

2018-19

2017-18

Standalone

D I R E C T O R S rsquo R E P O R T

STxLAnnual Report 2018-2019 25

FINANCIAL RESULTS The Companyrsquos operating financial results as compared to the previous year are summarized hereunder

in lsquo000 Particulars 2018-19 2017-18 in Turnover 8896244 6367125 3972 Cost of Goods Sold 7944893 5695595 3949 Gross Profit 951351 671530 4167 Administrative Expenses 241150 221509 887 Selling amp Dist Expenses

12352 5834 11172 Operating Income 697849 444187 5711 Finance Cost 254158 86090 19522 Other Income 14015 7350 9067 Net profit before WPPF 457706 365447 2525 Contribution WPPF 21796 17402 2525 Net profit (Before Tax) 435911 348045 2525 Provision for Income Tax 35861 38201 613 Provision for Deferred Tax 53588 18930 18309 Net Profit (After Tax) 346462 290914 1909 Gross Profit Margin 1069 1055 133 Net Profit Margin (AT) 389 457 1488 EPS (Earning Per Share) 176 147 1973

The Turnover Gross Profit and Net Profit (After Tax) increased by 3972 4167 and 1909 respectively during the year of 2018-19 in comparison to previous year due to operation of new project at Habiganj merger of Square Yarns Ltd incline of USDTaka conversion rate and impact of product mix resulting in increase in Earning Per Share (EPS) by the same level

Gross Profit Margin increased by 133 and Net Profit Margin decreased by 1488 due to increase in operating amp finance cost in the year under review

The Cost of Goods Sold has increased during the year of reporting due to increase in cost of raw materials fuelpower and factory overheads which were beyond the control of the Management

The Cost of Goods Sold per unit has declined by 556 in the current Year over previous year due to changes in cost of raw materials consumed packing cost Power Cost and Spare Cost in the reporting Year than previous year

The Company however earned an extra 9067 non-operating income (stated in Note No 25 of standalone accounts) during the year 2018-2019 against last year due to increase of conversion rate of foreign currency (USD) as fluctuation gain CONTRIBUTION TO NATIONAL EXCHEQUER Square Tex contributed an amount of Tk 6694 million during the year of 2018-2019 to the National Exchequer

EXTRA-ORDINARY ACTIVITIES

The Company did not undertake or continue any extra-ordinary activities and did not suffer or gain any loss or gain from such activities

RELATED PARTY TRANSACTION

The Company had undertaken several related party transaction detail of which are given in Note No 39 of the standalone Accounts

MINORITY INTERESTS

In compliance with Condition No 1(5) (xvi) of the Corporate Governance Code 2018 of BSEC the Board hereby confirms that the interests of the minority shareholders have been duly protected in the Company

APPROPRIATION OF PROFIT

The Board of Directors recommended the appropriation of the net profit earned for the year ended June 30 2019 in the following manner

in Taka a) Fund available for

appropriation including profit for the year 2018-19

5251902027

b) Recommended for Cash Dividend 20 394504000

c) Net General Reserve amp Surplus 4857398027

ELECTION OF DIRECTORS Mrs Anita Chowdhury and Mr Tapan Chowdhury Directors of the Company retires as per article 125 amp 126 of Articles of Associa-tion and being eligible offer themselves for re-election Brief resume and other information of the above mentioned Directors are depicted in Annexure-lll

The Board of Directors has appointed Mr S M Rezaur Rahman as an Independent Director for the in its meeting dated 1st August 2019 Brief resume and other information of the above mentioned director is depicted in Annexure-lll

APPOINTMENT OF STATUTORY AUDITORS The existing Statutory Auditors of the Company Ms Ahmed Zaker amp Co Chartered Accountant retires at this 24th Annual General Meeting on completion of consecutive 3 (three) years

They are not eligible for reappointment as per Order of Bangladesh Securities and Exchange Commission

Ms KM Hasan amp Co Chartered Accountant expresses their interest to be appointed as Auditors of the Company for the year 2019-2020 The Board of Directors has recomme-nded their appointment

APPOINTMENT OF COMPLIANCE AUDITORS Ms Chowdhury Bhattacharjee amp Co Chartered Accountant retires at this Annual General Meeting and being eligible offered themselves for re-appointed as Compliance Auditor of the Company for the year 2019-2020

Dividend Payout (Cash)

39450

500 Tk In million

37572

2018-19

2017-18

D I R E C T O R S rsquo R E P O R T

STxL Annual Report 2018-201926

APPOINTMENT OF INDEPENDENTDIRECTOR

D I R E C T O R S rsquo R E P O R T COSOLIDATION OF ACCOUNTS

In terms of BSEC Regulations the company has consolidated the Accounts following the codes of International Accounting Standard - 28 amp IFRS-10 reflecting shareholders gross benefitsvalue of investments

A six months (July-Dec 2018) financial performance of Square Yarns Ltd which has been merged with Square Textiles Ltd considered in consolidation of Financial Statement of Square Textiles Ltd

Said Financial Statements are presented herewith in page

CORPORATE GOVERNANCE COMPLIANCE REPORT In accordance with the requirement of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission a statement in pursuance to Clause 1(5) Resume of the Directors who shall be reappointed Audit Committee Report as per clause 5(7) Certificate from the CEO and CFO to the Board UNDER CONDITION No 3(3) Certificate on Compliance of Conditions of Corporate Governance Code by the Compliance Auditors and Status of Compliance are depicted in the Annexure - I II III IV V and VI respectively

MANAGEMENT APPRECIATION The Board of Directors record with deep appreciation the performance of the management the officers staff and workers whose relentless effort helped to increase the productivity as well as the net profit despite the natural and unnatural adverse factors of production and marketing throughout the country and the world It is expected the employees and the management will continue to improve the results for the interest of shareholders whose unswerving trust in management has always been an inspiration to the Board of Directors The Directors humbly express its gratitude and acknowledge with keen interest the cooperation and unflinching support it has received from various agencies including Bangladesh Securities and Exchange Commission Stock Exchanges National Board of Revenue and other agencies of the public and the private sector We look forward to brighter future for all of us Tapan Chowdhury Chairman In the event of conflict between English text and Bangla

text of this report English text shall be prevailed

Foreigner 333

General Public 1362

Institutions 2122

SponsorDirectors 6183

THE

OW

NER

S

STxLAnnual Report 2018-2019 27

no 105

Pursuant to Condition No 1 (5) (xxv) of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission the Managementrsquos Discussion amp Analysis for the year ended 30 June 2019 are presented hereunder

Accounting Policies and Estimation for Preparation of Financial Statements

Square Textiles Ltd follows International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) along with prevailing local rules and regulations applicable for preparation of financial statements Detail description of accounting policies and estimation used for preparation of the financial statements of the Company are disclosed in the Notes No 2 and 3 to the standalone financial statements

Changes in Accounting Policies and Estimation

Square Tex has been following consistent policies and estimation and there is no such changes in accounting policies or estimation which has material impact on financial statements

Comparative Analysis of Financial and Operational Performance

The Directorsrsquo Report provides the analysis of financial performance and position during the year under review and also a detail comparison of financial performance and position as well as cash flows are presented as part of the financial statements including notes

However major areas of financial performance financial position as well as cash flows with immediate preceding five years including effects of inflation are depicted here in below

Figures Tk in lsquo000Particulars 2018-19 2017-18 2016-17 2015-16 2014 2013 Financial Performance Revenue 8896244 6367125 5020425 4998758 5115828 5238437 Gross Profit 951351 671530 525634 787050 868716 948720 Net Profit (Before Tax) 435911 348045 297592 573967 644992 696779 Net Profit (After Tax) 346462 290914 252494 486236 541192 587782 Financial Performance (Inflation Adjusted) Base Year Revenue 6730201 5064936 4224494 4435082 4807657 5238437 Gross Profit 719718 534190 442301 698300 816386 948720 Net Profit (Before Tax) 329776 276864 250412 509245 606139 696779 Net Profit (After Tax) 262106 231417 212464 431407

508591 587782 Financial Position Shares Outstanding 197252000 187859048 178913379 162648527 147862298 134420271 Shareholdersrsquo Equity 7224422 5386034 5452946 5607074 5158723 4886371 Total Assets 12954548 9425480 7511325 6695189 6265137 6358457 Total Liability 5730126 4039447 2058379 1088115 1106416 1472086 Current Assets 6396837 4430793 3618295 3547893 3903436 4163698 Current Liabilities 5494425 3910867 1948729 965544 993110 1363962 Financial Position (Inflation Adjusted) Base Year Shares Outstanding 149225404 149438583 150548699 144307771 138786108 134420271 Shareholdersrsquo Equity 5465431 4284496 4588443 4974803 4847968 4886371 Total Assets 9800396 7497804 6320490 5940219 5887733 6358457 Total Liability 4334964 3213309 1732046 965416 1039767 1472086 Current Assets 4839346 3524618 3044655 3147822 3668298 4163698 Current Liabilities 4156651 3111026 1639780 856666 933286 1363962

STxL Annual Report 2018-201928

MANAGEMENTrsquoS DISCUSSION amp ANALYSIS

Particulars 2018-19 2017-18 2016-17 2015-16 2014 2013 Cash Flow Net Cash Generated from Operating Operating Activities

(686379) (291474) 138081 652153 831462 690506 Net Cash Used in Investing Activities (1432871) (1341726) (913875) (884274) (332348) (528781) Net Cash Used in Financing Activities 1771675 1696880 498970 362874 (406231) (219733) Cash Flow (Inflation Adjusted) Base Year Net Cash Generated from Operating Activities

(519261) (231375) 116190 578614 781376 690506 Net Cash Used in Investing Activities (1083998) (1067320) (768991) (784592) (312328) (528781) Net Cash Used in Financing Activities 1340310 1349838 419864 321968 (381760) (219733) Financial Ratio Current Ratio 116 113 186 367 393 305 Debt to Equity 126 133 265 515 466 332 Gross Profit Margin (In ) 1069 1055 1047 1574 1698 1811 Net Profit Margin (In ) 389 457 503 973

1058 1122

Return on Equity (In ) 480 540 463 867 1049 1203 Return on Assets (In ) 267 309 336 726 864 924

Ordinary Shares Information Shares Outstanding 197252000 187859048 178913379 162648527 147862298 134420271 Face Value per Share 1000 1000 1000 1000 1000 1000 Dividend-Cash (In ) 20 20 20 25 20 20 Dividend-Stock (In ) 0 5 5 10 10 10 Dividend Payout (Cash+Stock) in lsquo000 394504 469648

447283 569270

443587

403261

Net Assets Value per Share 3663 2731 2764

2843 2615

2477 Net Operating Cash Flow per Share -348 -148 070 331 422 350

EPS-Earnings per Share (Standalone) 176 147 128 247 274 298 EPS-Earnings per Share (Consolidated) 218 232 209 376 408 424 EPS on Share Issued for Cash 1375 1155 1002 1930 2148 2333 Inflation Rate (In ) 552 578 544 592 641 Base Year

Inflation Rate Source Bangladesh Bureau of Statistics Comparison of Financial Performances with peer industry scenario A comparison of financial performances financial position as well as cash flows of 5 (five) spinning companies which are listed and in order of market capitalization as on 30 June 2018 are presented below

Figures Tk in lsquo000

Particulars Square Tex Saiham Tex Matin Spinning Aman Cotton Rahim Tex Financial Performance Revenue 6367125 2178120 4050914 1609936 995951 Gross Profit 671530 261738 608972 399139 157205 Net Profit (Before Tax) 348045 136110 355748 302961 61945 Net Profit (After Tax) 290914 109176 302605 257278 50781 Financial Position Shares Outstanding 187859048 90562500 97490000 80000000 78179200 Shareholdersrsquo Equity 5386034 2443445 4253199 3386614 319828 Total Assets 9425480 4964752 6722247 4628617 1591881 Total Liabilities 4039447 2521307 2469048 1242003 1272053 Current Assets 4430793 3032529 2488439 2854217 1006324 Current Liabilities 3910867 2268171 1906173 1100038 978488 Cash Flow Net Cash Generated from Operating Activities

(290861) 13306 549442 143942 88788 Net Cash Used in Investing Activities (1341726) 172528 (82089) 55092 (160576) Net Cash Used in Financing Activities 1696880 (186599) (717380) (120475) 144891 Market Capitalization (in 000) 9014416 4256438 3704620 3559417 3448485

Managementrsquos Discussion amp Analysis

STxLAnnual Report 2018-2019 29

Financial and Economic Scenario of Bangladesh and the Globe (in brief)

Bangladesh is the 41st largest in the world in nominal terms and 30th largest by purchasing power parity (PPP) it is classified among the Next Eleven emerging market middle income economies and frontier market GDP growth is accelerating gradually Along with the current FY2018-19 the GDP growth rate of the economy of Bangladesh surpassed the 7 percent mark for consecutive four times since FY2015-16 According to Estimated Bangladesh Bureau of Statistics (BBS) the GDP growth stood at 813 percent in FY2018-19 which was 786 percent in previous fiscal year High growth of manufacturing sector under broad industry sector has contributed significantly to achieve high GDP growth in this fiscal year

Per capita GNI (Gross National Income) and GDP (Gross National Product) stood at US$1909 and US$1827 respectively in FY2018-19 compared to US$1751 and US$1675 respectively in FY2017-18 On the basis of PPP (Purchasing Power Parity) calculated by UNDP the per capita GNI stood at US$3524 The real GDP growth for World economy stands at 33 (Source IMF)

Bangladesh registered the fastest growth rate in the Asia-Pacific economies comprised of 45 countries according to Asian Development Bank Bangladesh will continue to be the fastest growing economy in the Asia-Pacific the bank said in its Asian Development Outlook (ADO)

Public and private investment were important contributors to the high GDP growth rate in 2019 Real investments increased by 1388 Public investment to GDP ratio increased while private investment to GDP ratio decreased However Foreign Direct Investment (FDI) declined to USD 158 billion in FY 2018 from 165 billion in FY 2017 Bangladesh leaped up 7 places in the Global Competitiveness Index from 2017 but it ranked the lowest amongst its East and South Asian neighbors in Ease of Doing Business Ranking 2018 The countryrsquos Logistics

Performance Index has dropped over the last two years signaling a significant concern for local and foreign investors

One of the most densely populated economies in the world Bangladesh has continued making impressive strides in achieving social development goals for its 16555 million citizens The resilience of the countryrsquos economy is commendable However sound economic policy must be implemented to mitigate underperformance of the financial sector diversify exports and create better employment opportunities by increasing private investment It also require to mitigate the infrastructure bottlenecks insufficient power and gas supplies bureaucratic corruption political instability natural calamities and a lack of skilled workers

Risks and Concerns issues related to the financial statements

Square Tex has exposure to the Counterpart Risk Financial Risk Credit Risk Liquidity Risk and Market Risk arising from the financial statements The detail explanation of risk and concerns are explained in the Note 38 to the consolidated financial statements Square Tex having sufficient and effective measures controls to mitigate the risk and concerns

Future Plan or Projection or Forecast

The Management of Square Tex is very sincere in adoption of necessary feasible plans and strategy in respect of sustainability in its performances amp financial position and to continue the operations for foreseeable future

Managementrsquos Discussion amp Analysis

STxL Annual Report 2018-201930

The number of Board Meeting and the Attendance of Directors during the year 2018-2019 were as follows

Name of the Directors Position Meeting Held Attended Mr Tapan Chowdhury Chairman 8 8 Mrs Ratna Patra Vice Chairman 8 8 Mr Samuel S Chowdhury Managing Director 8 8 Mrs Anita Chowdhury Director 8 5 Mr Anjan Chowdhury Director 8 8 Mr Syed Afzal Hasan Uddin Independent Director 8 7 Mrs Nihad Kabir Independent Director 8 8

Mr S M Rezaur Rahman Independent Director 8 0 Tenure Expired on 8th May 2019 Appointed on 1st August 2019

The pattern of shareholding as on 30 June 2019 are as follows

Name of the Shareholders Status Shares held i ParentSubsidiaryAssociated

Companies and other related parties

- - -

ii Directors Chief Executive Officer Chief Financial Officer Company Secretary Head of Internal Audit and their Spouses and Minor Childrens

Mr Tapan Chowdhury Chairman 6588167 334 Mrs Ratna Patra Vice Chairman 4474493 227 Mr Samuel S Chowdhury Managing Director 6181939 313 Mrs Anita Chowdhury Director 5843083 296 Mr Anjan Chowdhury Director 5401909 274 Mrs Nihad Kabir Independent Director - - Mr S M Rezaur Rahman Independent Director - - Mr M Habibur Rahman Chief Financial Officer - - Mr Sanjib Baran Roy Company Secretary - - Mr Mozibur Rahman Head of Internal Audit amp Compl - -

iv Executives Mr Md Alamgir Hossain Head of Operations - - Mr Suresh Chadra Bala Head of Plant 525 00003 Mr Md Abdur Rahman Head of Engineering 3215 00016 Mr Avijit Kumar Biswas Head of Procurement - - Mr Md Shahid Raihan Head of Quality Assurance - -

v Shareholders Holding 10 or more voting interest in the company Square Pharmaceuticals Ltd Sponsor Shareholder 91436679 4636

The Financial Statement of the Company

present true and fair view of the Companyrsquos state of affairs result of its operation cash flows and changes in equity

Proper books of accounts as required by the prevailing law have been maintained

Appropriate accounting policies have been followed in formulating the financial statements and accounting estimates were reasonable and prudent

The financial statement was prepared in accordance with IAS or IFRS

The internal control system is sound in design and is effectively implemented and monitored

There is no significant doubt about the companyrsquos ability to continue as a going concern

There is no significant deviation from the operating result of the last year

Key operating and financial data of last five years have been presented in summarized form in page no 14

Remuneration of Directors including Independent Director have been shown in Note no 22 in the Notes of Account

Annexure I to the Directorsrsquo Report

THE DIRECTORS ALSO REPORT THAT

STxLAnnual Report 2018-2019 31

A UDIT COM MIT T EE R EPO RT For the year 2018-2019

Square Textiles Limited having an Audit Committee as a subcommittee of the Board of Directors in order to assist the Board of Directors in ensuring and fulfilling its oversight responsibilities The Audit Committee consists of the following persons

Mrs Nihad Kabir Independent Director - Chairman Mrs Ratna Patra Vice Chairman - Member Mr Anjan Chowdhury Director - Member Mr Sanjib Baran Roy Company Secretary - Secretary

The scope of Audit Committee was defined as under

(a) Review and recommend to the Board to approve the quarterly and annual financial statements prepared for statutory purpose

(b) Monitor and oversee choice of accounting policies and principles internal control risk management process auditing matter hiring and performance of external auditors

(c) Review statement of significant related party transactions submitted by the management

(d) Carry on a supervision role to safeguard the systems of governance and independence of statutory auditors and

(e) Review and consider the report of internal auditors and statutory auditors observations on internal control

Activities carried out during the year

The Committee reviewed the integrity of the quarterly and annual financial statement and recommended to the Board for consideration The Committee had overseen reviewed and approved the procedure and task of the internal audit financial report preparation and the external audit reports The Committee found adequate arrangement to present a true and fair view of the activities and the financial status of the company and didnrsquot find any material deviation discrepancies or any adverse findingobservation in the areas of reporting

Mrs Nihad Kabir Chairman Audit Committee Date 13th October 2019

Annexure II to the Directorsrsquo Report

STxLAnnual Report 2018-2019 33

D I R E C T O R S P R O F I L E

W ho ar e se ek i ng a ppointm ent

Re-appointment of Director

Mrs Anita Chowdhury is a Director of Square Textiles Ltd spouse of late Samson H Chowdhury Founder Chairman of the Company Mrs Chowdhury is associated with the business from its inception in 1994 She is also a shareholder of Square Pharmaceuticals Ltd (Listed Company) Mrs Anita Chowdhury is also Director in 3 other private limited company namely Astras Limited Square Holdings Limited and Square Air Limited under the Square Group Mr Tapan Chowdhury is a Director of Square Textiles Ltd from its inception in 1994 and appointed as Chairman in 2018 second son of late Samson H Chowdhury founder Chairman of the Company Science graduate from the University of Dhaka and has completed different advanced courses on Business Management in Europe Having a prosperous experience of more than 37 years in Pharmaceuticals Hospitals Textiles RMG IT Healthcare Toiletries Food amp Consumer Products Organic Tea Plantation Capital Market Operation amp Satellite TV Broadcasting

Mr Chowdhury also Sponsor Director in 30 other private limited company namely Square Hospitals Ltd Square Toiletries Ltd Square Fashions Ltd Square Denims Ltd Square Food amp Beverages Ltd Square Securities Management Ltd Square Air Ltd Astras Ltd Sabazpur Tea Company Ltd Maasranga Communications Ltd (Maasranga Television) under the Square Group

At present he is the Chairman of Bangladesh Herbal Products amp Manufactures Association and Koinonia President of United Baptist Church Trust Association Vice President of Baptist World Alliance and Asia Pacific Baptist Federation EC Member of International Chamber of Commerce and Kurmitola Golf Club

He was an Advisor (Minister) to the Caretaker Government of Bangladesh in 2007 Mr Chowdhury was also a Former President of The Metropolitan Chamber of Commerce and Industry (MCCI) Young Menrsquos Christian Association (YMCA) and Bangladesh Baptist Church Fellowship (BBCF)

Mr Tapan Chowdhury has been awarded several times as a highest individual taxpayer in the Country CIP (Commercially Important Person)

Appointment of Independent Director

Mr S M Rezaur Rahman Economics Graduate Dhaka University is a capital market consultant and Director of United Corporate Advisory Services Ltd a firm of financial amp investment advisory and post issue management of initial public offer of securities amp other related jobs in Bangladesh Mr Reza has a rich experience of more than 35 years in capital market issue and post issue management of initial public offering of securities and in the corporate arena Mr Reza was a partner in AAA Consultant amp Financial Advisors from 1994 to 2004 served as Managing Director of SofSys Computing amp Data Processing Ltd from 1994 to 2011

He was inducted as Nominated Director in the Board of Aramit Cement Limited and Aramit Limited for three years Mr Reza was also the Independent Director of CVO Petrochemical Refinery Ltd Aramit Cement Limited amp Aramit Limited and Chairman of the Audit Committee of Aramit Cement Limited and Aramit Limited

Annexure III to the Directorsrsquo Report

DECLARATION BY CEO AND CFO Under Condition 1(5)(xxvi) of CGC

The Board of Directors Date 13 October 2019 Square Textiles Ltd Square Centre 48 Mohakhali CA Dhaka Subject Declaration on Financial Statements for the year ended on 30th June 2019 Dear Sirs Pursuant to the condition No 1(5)(xxvi) imposed vide the Commissionrsquos Notification No BSEC CMRRCD2006 -158207Admin80 Dated 3 June 2018 under section 2CC of the Securities and Exchange Ordinance 1969 we do hereby declare that 1 The Financial Statements of Square Textiles Ltd for the year ended on 30th June 2019 have been

prepared in compliance with International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS) as applicable in the Bangladesh and any departure there from has been adequately disclosed

2 The estimates and judgments related to the financial statements were made on a prudent and reasonable basis in order for the financial statements to reveal a true and fair view

3 The form and substance of transactions and the Companyrsquos state of affairs have been reasonably and fairly presented in its financial statements

4 To ensure above the Company has taken proper and adequate care in installing a system of internal control and maintenance of accounting records

5 Our internal auditors have conducted periodic audits to provide reasonable assurance that the established policies and procedures of the Company were consistently followed and

6 The managementrsquos use of the going concern basis of accounting in preparing the financial statements is appropriate and there exists no material uncertainty related to events or conditions that may cast significant doubt on the Companyrsquos ability to continue as a going concern

In this regard we also certify that -

(i) We have reviewed the financial statements for the year ended on 30th June 2019 and that to the best of our knowledge and belief

(a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading

(b) these statements collectively present true and fair view of the Companyrsquos affairs and are in compliance with existing accounting standards and applicable laws

(ii) There are to the best of knowledge and belief no transactions entered into by the Company during the year which are fraudulent illegal or in violation of the code of conduct for the companyrsquos Board of Directors or its members

Sincerely yours Samuel S Chowdhury M Habibur Rahman Managing Director Chief Financial Officer

Annexure IV to the Directorsrsquo Report

STxL Annual Report 2018-201934

CERTIFICATE OF COMPLIANCE Under Condition 1(5)(xxvii) of CGC

L imited on compliance on the Corporate Governance Code

We have examined the compliance status to the Corporate Governance Code by Square Textiles Limited for the year ended on 30th June 2019 This Code relates to the Notification No BSEC CMRRCD2006 -158207Admin80 Dated 3 June 2018 of the Bangladesh Securities and Exchange Commission Such compliance with the Corporate Governance Code is the responsibility of the Company Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of the Corporate Governance Code This is a scrutiny and verification and an independent audit on compliance of the conditions of the Corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Corporate Governance Code We state that we have obtained all the information and explanations which we have required and after due scrutiny and verification thereof we report that in our opinion

(a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the above mentioned Corporate Governance Code issued by the Commission or not complied (if not complied specify non-compliances)

(b) The company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code

(c) Proper books and records have been kept by the company as required under the Companies Act 1994 the securities laws and other relevant laws and

(d) The governance of the company is satisfactory

Place Dhaka BK Bhattacharjee FCA Dated 14 October 2019 Chartered Accountants

Partner Chowdhury Bhattacharjee amp Co

Annexure V to the Directorsrsquo Report

STxLAnnual Report 2018-2019 35

Report to the Shareholders of Square Texti les

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

100 Board of Directors 1(1) Board Size (minimum - 5 and maximum - 20) radic 1(2) Independent Director 12(a) 15th of total as Independent Director (ID) radic 12 (b) (i) Does not hold any share of less than 1 shares in the Company radic 12(b) (ii) Not a Sponsor of the Company radic 12 (b)(iii) Who has not been an executive of the company radic 12 (b)(iv) Does not have other relationship radic 12 (b)(v) Not a Member or TREC Director or Officer of any Stock Exchange radic 12 (b)(vi) Not a ShareholderDirectorOfficer of any MemberTREC holder of Stock Exch radic

12 (b)(vii) Not a partner or an Executive or was not a partner or an Executive during the preceding 3 (Three) years of the concerned Companyrsquos statutory audit firm radic

12 (b)(viii) Not an Independent Director in more than five listed Companies radic

12 (b)(ix) Not Convicted by a court of competent jurisdiction as a defaulter in payment of any loanadvance to a Bank or a Non-Bank Financial Institution radic

12 (b)(x) Not convicted for a Criminal Offence radic 12 ( c ) Appointed by the Board and approved by the shareholders in AGM radic 12 (d) Post cannot remain vacant more than 90 days radic 12 (e) Tenure of the Independent Director radic 13 Qualification of Independent Director 13(a) Independent Director shall be a knowledgeable individual radic 13(b)(i) Business Leader who is or was a promoter or director of an unlisted company radic 1(3)(b)(ii) Should be a Corporate LeaderBusiness Leader radic

1(3)(b)(iii) Former official of government radic

1(3)(b)(iv) University Teacher who has educational background in Economics or Commerce or Business Studies or Law radic

1(3)(b)(v) Professional Chartered Accountant Secretary or equivalent qualification radic 1 (3) ( c) The independent director shall have at least 10(ten) years of experiences radic 1 (3) (d) Relaxation in special cases NA 1(4) Duality of Chairperson of the Board of Directors and Managing Director or Chief Executive Officer 1(4)(a) The posts of Chairperson of the board and CEO are different individuals radic

1(4)(b) MD andor CEO of a listed Company shall not hold the same position in another listed Company

radic

1(4)(c) The Chairperson shall be elected form among the non-executive directors radic

1(4)(d) The Board shall clearly define respective roles and responsibilities of the Chairperson and the Managing Director andor CEO

radic

1(4)(e) In absence of Chairperson of the Board etc radic

1(5) The Directorsrsquo Report to Shareholders 1(5)(i) Industry outlook and possible future developments in the industry radic 1(5)(ii) Segment-wise or product-wise performance radic 1(5)(iii) Risks and concerns including internal and external risk factor radic 1(5)(iv) Discussion on Cost of Goods sold Gross profit Margin and Net Profit Margin radic 1(5)(v) Discussion on continuity of any extraordinary activities and implications radic 1(5)(vi) Detailed discussion and statement on related party transactions radic 1(5)(vii) Utilization of proceeds from publicrights issues andor through any others NA

1(5)(viii) Explanation if the financial results deteriorate after the company goes for IPO RPO Rights Offer Direct Listing etc NA

1(5)(ix) Explanation by the Management if significant variance occurs between Quarterly Financial Performance and Annual Financial Statements NA

1(5)(x) Remuneration to Directors including Independent Director radic

1(5)(xi) Statement that financial statements prepared by the management of the issuer present fairly its state of affairs the result of its operations cash flows and changes in equity

radic

1(5)(xii) Proper books of account of the issuer company have been maintained radic

1(5)(xiii) Appropriate accounting policies have been consistently applied in preparation to the financial statements and that the accounting estimates are based on reasonable and prudent judgment

radic

1(5)(xiv) International Accounting Statement (IAS) Bangladesh Accounting Standard (BAS) International Financial Reporting standard (BFRS) as applicable in Bangladesh have been followed in preparation of the financial statements and any departure there-from has been adequately disclosed

radic

1(5)(xv) The system of internal control is sound in design and has been effectively implemented and monitored radic

1(5)(xvi) A statement that minority shareholders have been protected from abusive actions by or in in the interest of controlling shareholders acting either directly or indirectly and have effective means of redress

radic

STATUS OF COMPLIANCE Under Condition 1(5)(xxvii) of CGC

Annexure VI to the Directorsrsquo Report

STxL Annual Report 2018-201936

Annexure VI to the Directorsrsquo Report

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

1(5)(xviii) Significant deviations from the last yearrsquos operation results of the issuer company shall be highlighted and the reasons there of should be explained radic

1(5)(xix) Key operating and financial data of at least preceding 5 (Five) years shall be summarized radic

1(5)(xx) If the issuer company has not declared dividend (cash or stock) for the year the reasons there of shall be given NA

1(5)(xxi) Boardrsquos statement to the effect that no bonus shares or stock dividend paid as interim dividend NA

1(5)(xxii) The number of Board meetings held during the year and attendance by each Director shall be disclosed radic

1(5)(xxiii) A report on the pattern of shareholding disclosing the aggregate (name wise details) radic

1(5)(xxiii)(a) ParentSubsidiaryAssociated Companies and other related parties (name wise details) radic

1(5)(xxiii)(b) Directors CEO Company Secretary CFO HIAC and their spouses and minor children (name wise details) radic

1(5)(xxiii)(c) Executives radic

1(5)(xxiii)(d) Shareholders holding ten percent (10) or more voting interest in the company (name wise details) radic

1(5)(xxiv)(a) A brief resume of the director in case of appointment or reappointment radic 1(5)(xxiv)(b) Nature of hisher expertise in specific functional areas

radic

1(5)(xxiv)(c ) Names of the companies in which the person also holds the directorship and the memberships of committees of the Board

radic 1(5)(xxv) Management discussion and analysis signed by CEOMD presenting detail analysis of the companyrsquos position and

operations 1(5)(xxv)(a) Accounting policies and estimation for preparation of financial statements radic

1(5)(xxv()b) Changes in accounting policies and estimation as well as cash flows on absolute figure for such changes radic

1(5)(xxv(c ) Comparative analysis and financial position as well as cash flew for current financial year with immediate preceding five years explaining reasons radic

1(5)(xxv)(d) Compare such financial performance or results and financial position as well as cash flows with the peer industry scenario radic

1(5)(xxv)(e) Briefly explain the financial and economic scenario of the country and globe radic 1(5)(xxv)(f) Risks and concerns issues related to the financial statements radic

1(5)(xxv)(g) Future plan or projection or forecast for companyrsquos operation shall be explained to the shareholders in the next AGM radic

1(5)(xxvi) Declaration or certification by the CEO and the CFO to the Board as required under condition No 3(30) shall be disclosed as per Annexure-A radic

1(5)(xxvii) The report as well as certificate regarding compliance of conditions of this Code as required under condition No 9 shall be disclosed radic

1(6) Meeting of the Board of Directors 1(6) Compliance under Bangladesh Secretarial Standards (BSS) radic 1(7) Code of Conduct for the Chairperson other Board members and Chief Executive Officer

1(7)(a) The Board shall lay down a code of conduct based on the recommendation of the Nomination and Remuneration Committee(NRC) radic

1(7)(b) The code of conduct as determined by the NRC shall be posted on the website of the company including among others prudent conduct and behaviorhellip radic

2 Governance of Board of Directors of Subsidiary Company

2(a) Provisions relating to the composition of the Board of the holding company shall be made applicable to the composition of the Board of the subsidiary company

radic

2(b) Independent Director of holding company also in the subsidiary company radic

2(c) Minutes of subsidiary to be placed in the meeting of holding company radic

2(d) The minutes of the respective Board meeting of the holding company shall state that they have reviewed the affairs of the subsidiary company

radic

2(e) The Audit Committee of the holding company shall also review the financial statements in particular the investments made by the subsidiary company radic

3 Managing Director (MD) or Chief Executive Officer Chief Financial Officer (CFO) Head of Internal Audit and Compliance (HIAC) and Company Secretary (CS) 31 Appointment

3(1)(a) Board shall appoint a MD or CEO Company Secretary CFO and HIAC radic

3(1)(b) The positions of the MDCEOCSCFO amp HIAC shall be filled by different individuals radic

3(1)(c) The MD or CEO CS CFO and HIAC of a listed company shall not hold any executive position in any other company at the same time radic

3(1)(d) The Board shall clearly define respective roles responsibilities and duties of the CFO the HIAC and the CS radic

3(1)(e) MD or CEO CS CFO and HIAC shall not be removed from their position without approval of the Board and be disseminated to the commission and exchange radic

32 Requirement to attend Board of Directorsrsquo Meetings 3 (2) MD or CEOCSCFO and HIAC shall attend the meetings of the Board radic 33 Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial Officer (CFO)

3(3)(a)(i) The statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading radic

3(3)(a)(ii) The statements together present a true and fair view of the companyrsquos affairs and are in compliance radic

3(3)(b) The MD or CEO and CFO to certify on due diligence in the Report radic

STxLAnnual Report 2018-2019 37

Annexure VI to the Directorsrsquo Report

Condition

No Title Compliance Status

Remarks (If any) Compiled Not Compiled

3(3)( c) The certification of the MDCEO and CFO shall be disclosed in the Annual Report radic 4 Board of Directorsrsquo Committee 4 (i) Audit Committee radic 4 (ii) Nomination and Remuneration Committee radic 5 Audit Committee 51 Responsibility to the Board of Directors 5(1) (a) Company shall have an Audit Committee as a sub-committee of the Board radic

5(1) (b) Audit Committee shall assist the Board in ensuring that the financial statements reflect true and fair view of the state of affairs of the Company and in ensuring a good monitoring system within the business

radic

5(1) (c) Audit Committee shall report on its activities to the Board of Directors radic

52 Constitution of the Audit committee 5(2) (a) The Audit Committee shall be composed of at least 3 (three) members radic

5(2) (b) Board shall appoint members of the Audit Committee who shall be non-executive director

radic

5(2) (c ) All members of the Audit Committee should be ldquofinancially literaterdquo and at least 1 (one) member shall have accounting or related financial management experience

radic

5(2) (d) When the term of service of the Committee members expires or there is any circumstance causing any Committee member to be unable to hold hellip radic

5(2) (e) The Company Secretary shall act as the Secretary of the Audit Committee radic 5(2)(f) Quorum of Audit Committee meeting at least One independent director radic 53 Chairperson of the Audit Committee 5(3)(a) The Board shall select Chairperson of the Audit Committee who will be ID radic 5(3)(b) Absence of the Chairperson of the Audit Committee members to elect one radic 5(3)( c) Chairperson of the Audit Committee shall remain present in the AGM radic 54 Meeting of the Audit Committee 5(4)(a) The Audit Committee shall conduct at least 4 meetings in a financial year radic 5(4)(b) Quorum of Audit Committee presence of 2 or 23 members whichever is higher radic 55 Role of Audit Committee 5(5)(a) Oversee the financial reporting process radic 5(5)(b) Monitor choice of accounting policies and principles radic 5(5)(c ) Internal Audit and Compliance process to ensure that it is adequately resourced radic 5(5)(d ) Performance of external auditors radic

5(5)(e) Hold meeting with the auditors review the annual financial statements before submission to the Board for approval or adoption radic

5(5)(f ) Review with the management the annual financial statements before submission to the Board for approval radic

5(5)(g ) Review with the management the Quarterly and half yearly financial statements before submission to the Board for approval radic

5(5)(h ) The review adequacy of internal audit function radic

5(5)(i) Review the managementrsquos discussion and analysis before disclosing in the Annual Report radic

5(5)(j ) Review statement of all related party transactions submitted by the Mgt radic

5(5)(k ) Review management letters or letter of Internal Control weakness issued by statutory auditors radic

5(5)(l ) Oversee determination of audit fees based on scope and magnitude radic 5(5)(m ) Oversee whether IPO proceeds utilized as per the published Prospectus NA 56 Reporting of the Audit Committee 56 (a) Reporting to the Board of Directors 5(6)(a)(i) The Audit Committee shall report on its activities to the Board radic 5(6)(a)(ii)(a) Report on conflicts of interests radic

5(6)(a)(ii)(b) Suspected or presumed fraud or irregularity or material defect identified in the internal audit and compliance process radic

5(6)(a)(ii)(c) Suspected infringement of laws regulatory compliance including securities related laws relies and regulation radic

5(6)(a)(ii)(d) Any other matter which the Audit Committee deems necessary shall be disclosed to the Board immediately radic

56 (b) Reporting to the Authorities 57 Reporting to the Shareholders and General Investors 5(7) Reporting to the Shareholders and General Investors radic 6 Nomination and Remuneration Committee (NRC) 61 Responsibility to the Board of Directors 6(1)(a) The company shall have a NRC as a sub-committee of the Board radic

6(1)(b) NRC shall assist the Board in formulation of the nomination criteria or policy for determining qualifications radic

6(1)(c) The Terms of Reference of the NRC shall be clearly set forth in writing radic 62 Constitution of the NRC 6(2)(a) The Committee shall comprise of at least three members including an ID radic 6(2)(b) All members of the Committee shall be non-executive directors radic 6(2)(c) Members of the Committee shall be nominated and appointed by the Board radic

STxL Annual Report 2018-201938

Annexure VI to the Directorsrsquo Report

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

6(2)(d) Board have authority to remove and appoint any member of the committee radic 6(2)(e) Board shall fill the vacancy within 180 days of such vacancy in the Committee radic 6(2)(f) The Chairperson of the Committee may appointco-opt any external expert radic 6(2)(g) The company secretary shall act as the secretary of the committee radic

6(2)(h) The quorum of the NRC meeting shall not constitute without attendance of at least an independent director radic

6(2)(i) No member of the NRC shall receive any remunerationadvisory other than Directorrsquos fees or honorarium form the company radic

63 Chairperson of the NRC 6(3)(a) Board shall select 1 member of the NRC to be Chairperson of the Committee radic 6(3)(b) Absence of chairperson the remaining members may elect one of them radic 6(3)(c) Chairperson of the NRC shall attend the AGM radic 64 Meeting of the NRC 6(4)(a) The NRC shall conduct at least one meeting in a financial year radic 6(4)(b) The Chairperson of the NRC may convene any emergency meeting radic 6(4)(c) Quorum of NRC meeting presence of 2 or 23 members whichever is higher radic

6(4)(d) Proceedings of NRC meeting shall be recorded in the minutes and such minutes shall be confirmed in the next meeting radic

65 Role of NRC

6(5)(a) NRC shall be independent and responsibleaccountable to the Board and to the shareholders radic

6(5)(b)(i)(a) Level and composition of remuneration is reasonable and sufficient to attract retain and motivate suitable directors to run the company successfully radic

6(5)(b)(i)(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks radic

6(5)(b)(i)(c) Remuneration to directors top level executive involves a balance between fixed and incentive pay reflecting short and long term performance radic

6(5)(b)(ii) Devising a policy on Boardrsquos diversity taking into consideration age experience etc radic

6(5)(b)(iii) Identifying persons who are qualified the criteria laid down and recommend their appointment and removal to the Board radic

6(5)(b)(iv) Formulating criteria for evaluation of performance of independent directors and the Board radic

6(5)(b)(v) Identifying companyrsquos needs for employees at different levels and determine their selection transfer or replacement radic

6(5)(b)(vi) Developing recommending and reviewing annually the companyrsquos human resources and training policies radic

6(5)(c ) The company shall disclose the nomination and remuneration policy and the evaluation criteria and activities of NRC at a glance in its annual report radic

7 External or Statutory Auditors 7(1) Issuer company shall not engage its external auditors to perform the following 7(1)(i) Appraisal or valuation services or fairness opinions radic 7(1)(ii) Financial information systems design and implementation radic 7(1)(iii) Book keeping or other service related to the account ion records radic 7(1)(iv) Brokerndashdealer services radic 7(1)(v) Actuarial services radic 7(1)(vi) Internalspecial audit services radic 7(1)(vii) Any services that the Audit Committee may determine radic 7(1)(viii) Certification services on compliance of corporate governance radic 7(1)(ix) Any other service that may create conflict of interest radic

7(2) No partner or employees of the ExternalStatutory Auditors audit firms shall possess any share of the company they audit at least during the tenure radic

7(3) Representative of External Auditors shall remain present in the AGM radic 8 Maintaining a website by the company 8(1) The company shall have an official website linked with that of the stock exchange radic 8(2) The company shall keep the website functional from the date of listing radic

8(3) The company shall make available the detailed disclosures on its website as required under the listing regulations of the concerned stock exchanges radic

9 Reporting and Compliance of Corporate Governance

9(1) The company shall obtain a certificate from a practicing professional firm on yearly basis regarding compliance of conditions of Corporate Governance and such certificate shall be disclosed in the Annual Report

radic

9(2) The professional who will provide the certificate on compliance of Corporate Governance shall be appointed by the Shareholders in the AGM radic

9(3) The directors of the company shall state in accordance with the Annexure-C attached in the directors report whether the company has complied with these conditions

radic

STxLAnnual Report 2018-2019 39

A Nomination and Remuneration Policy

100 Introduction The Nomination and Remuneration Policy is prepared and adopted in compliance with Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission in view to formulate and recommend proper fair transparent and non-discriminatory nomination and remuneration for the Directors and Top Level Executives of the Square Textiles Ltd The Nomination and Remuneration Policy of Directors and Top Level Executives has been formulated by the Nomination and Remuneration Committee and has been approved by the Board of Directors of Square Textiles Ltd 200 Definitions

ldquoNRC or the Committeerdquo means Nomination and Remuneration Committee

ldquothe Companyrdquo means Square Textiles Ltd

ldquoBoardrdquo means Board of Directors of Square Textiles Ltd

ldquoDirectorrdquo means Member of the Board

ldquoTop Level Executiverdquo means the Managing Director or Chief Executive Officer Additional or Deputy Managing Director Chief Operating Officer Chief Financial Officer Company Secretary Head of Internal Audit and Compliance Head of Administration and Human Resources or equivalent positions and same level or ranked or salaried officials of the company 300 Nomination and Remuneration Committee The Nomination and Remuneration Committee has been constituted by the Board of Directors of the Company as a subcommittee to assist the Board under the Condition No 6 of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission

NRC is independent and responsible or accountable to the Board of Directors and to the Shareholders of Company The NRC consists of the following Non-Executive Director of the Board Name of the Members Position in the

Committee

Mrs Nihad Kabir - Chairman Independent Director Mrs Ratna Patra - Member Director Mr Anjan Chowdhury - Member Director The Terms of Reference of the NRC have been defined and adopted by the Board of Directors of the Company 400 Objective

The objective of the NRC is to oversee assist and guide the Board of Directors-

To formulate the criteria for determining qualifications positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration of Directors and Top Level Executives

To devise policy on Boards diversity taking into consideration of age gender experience ethnicity educational background and nationality

To the appointment fixation of remuneration and removal of Directors and Top Level Executives

To formulate the criteria in respect to evaluate performance of the Independent Director and the Board

To identify the companyrsquos needs for employees at different levels and determine their selection transfer or replacement and promotion criteria

NRC SQUARE TEXTILES Under Condition 6(5)(c)

STxL Annual Report 2018-201940

To develop recommend and review the companyrsquos human resources and training policies

To retain motivate and promote talent and to ensure long term sustainability of talented Top Level Executive and create competitive advantage

To recommend Code of Conduct for the Chairman and other Members of the Board and Managing Director

To Implement and monitor policies and processes regarding principles of corporate governance

500 Nomination and Appointment of Directors and Top Level Executives The committee is responsible to ensure that the procedures for nomination and appointment of Directors and Top Level Executive are taken place in transparent rigorous and non-discriminatory way The committee also responsible to identify and ascertain the combination of age gender educational background experience knowledge ethnicity diversity nationality and other relevant personal values amp attributes for nomination and appointment of Director and Top Level Executives 600 Remuneration for Directors and Top Level Executives The committee shall oversee review and make report with recommendation to the Board the level and composition of remuneration is reasonable and sufficient to attract motivate and retain suitable dependable and skilled Director and Top Level Executive They also consider and review the relationship of remuneration to performance is clear and meets appropriate performance benchmarks remuneration to Director and Top Level Executive involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals

700 Validation of the Policy

This policy on Nomination and Remuneration of Directors and Top Level Executives of the Company has been formulated by the Nomination and Remuneration Committee and has been approved by the Board of Directors of Square Textiles Ltd 800 Amendments to the Policy The Board preserve the rights to amend and review time to time the provisions of the policy depending on the legal and other requirements or for a bona fide purpose

B Evaluation of Performance Evaluation of performance of Directors be carried out through completion of a preset confidential questionnaire andor collective feedback or any other effective criteria adopted by the Board yearly or at such intervals of its work function and performance as may be considered necessary in order to ascertain the effectiveness and to measure the contribution of the Directors as well as the Top Level Executives of the Company

C Activities of the NRC carried out during the reporting period The NRC carried out the following activities in line with Committeersquos Terms of Reference during the reporting period i Reviewed and recommended the Code of

Conduct for the Chairman other Members of the Board and Managing Director

ii Reviewed the Companyrsquos existing policy relating to the remuneration of Directors and Top Level Executives

iii Discussed and decided in regard to formulate the criteria of evaluation of performance of the Board and Independent Directors

iv Reviewed the Companyrsquos existing Human Resource and Training policies

NRC SQUARE TEXTILES Under Condition 6(5)(c)

STxLAnnual Report 2018-2019 41

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STxL Annual Report 2018-201942

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STxLAnnual Report 2018-2019 43

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STxL Annual Report 2018-201944

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STxL Annual Report 2018-201946

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Financial Statement 2018-2019

Statement of Financial Position - 54

Statement of Profit or Loss and other Comprehensive Income - 55 Statement of Changes in Equity - 56 Statement of Cash Flows - 57 Basis of Preparation and Presentation - 58 Application of IAS - 58 Employees Benefit Plan - 60 Financial Risk Management - 61 Related Party Transaction - 62 Property Plants and Equipment - 72

Square Texti les Ltd And it Subsidiary

Consolidated

INDEPENDENT AUDITORSrsquo REPORTINDEPENDENT AUDITORSrsquo REPORTTo the shareholders of SQUARE TEXTILES LIMITED

REPORT ON THE AUDIT OF THE CONSOLIDATED amp SEPARATEFINANCIAL STATEMENTS

Opinion

We have audited the Consolidate financial statements of SQUARE TEXTILES LIMITED amp its subsidiary (the ldquoGrouprdquo) as well as the separate financial statements of SQUARE TEXTILES LIMITED (the ldquoCompanyrdquo) which comprise the Consolidated amp Separate Statement of Financial Position as at 30 June 2019 and Consolidated amp Separate Statement of profit or loss amp other Comprehensive Income Consolidated amp Separate Statement of Changes in Equity and Consolidated amp Separate Statement of Cash Flows for the year then ended and notes to the Consolidated amp Separate financial statements including a summary of significant accounting policies and other explanatory information

In our opinion the accompanying consolidated financial statements of the Group amp separate financial statement of the company give a true and fair view in all material respects of the Consolidated amp Separate financial position of the company as at 30 June 2019 and its Consolidated amp Separate financial profit or loss amp other Comprehensive Income and its Consolidated amp Separate cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) the Companies Act 1994 the securities and Exchange Rules 1987 and other applicable laws and regulations

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) Our responsibilities under those standards are further described in the Auditorsrsquo Responsibilities for the Audit of the Consolidated amp Separate Financial Statements section of our report We are independent of the Group amp the Company in accordance with the International Ethics Standards Board for Accountantsrsquo Code of Ethics for Professional Accountants (IESBA code) together with the ethical requirements that are relevant to our audit of the financial statements in Bangladesh and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of most significance in our audit of the financial statement of the current period These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon and we do not provide opinion on these matters

STxL Annual Report 2018-201948

Our response to the risk

RiskRevenue Recognition

See note no 2000 to the Separate financial statements

Revenue recognition has significant and wide influence on financial statements Revenue is recognized when the amounts and the related costs are reliably measured and the performance obligation is complete through passing of control to the customers Revenue from the sale of goods is recognized at the time when the goods are transferred to the buyer the significant risks and rewards of ownership of the goods

We identified revenue recognition as a key audit matter because revenue is one of the key performance indicators of the Company and therefore there is an inherent risk of manipulation of the timing of recognition of revenue by management to meet specific targets or expectations

We focused on the proper cut-off of sales to the Companys customers There is a risk of differences between the timing of invoicing of products and the dispatch of the products

We assessed the appropriateness of revenue recognition accounting policy in line with IFRS 15 Revenue from contracts with customers

Performed walkthroughs to understand the adequacy and the design of the revenue cycle

Tested the internal control over financial reporting we also assessed the existence and accuracy of the sales recorded

Valuation of inventory

See note no 700 to the Separate financial statements

The inventory of Tk 2821819716 at 30 June 2019 held in warehouses and across multiple product lines in factory

In order to carry inventory at the lower of cost and net realizable value management has identified slow moving obsolete and damaged inventories and made adjustments to the carrying value of these items the calculation of which requires certain estimates and assumptions

Evaluating the design and implementation of key inventory controls operating across the factory and warehouse

Testing on a sample basis the stock aging profile expiry dates and the market price used in assessing the net realizable values of inventories to the related supporting documents

Comparing the net realizable value obtained through a detailed review of sales subsequent to the year-end to the cost price of a sample of inventories

Our procedures included the following to assess inventory Valuation

STxLAnnual Report 2018-2019 49

Our response to the riskRiskRevenue Recognition

See note no1400 to the Separate financial statements

The net deferred tax liability totaling Tk 235701174 as at 30 June 2019

Significant judgment is required in relation to deferred tax liabilities as it is dependent on forecasts of future profitability over a number of years

Valuation of Property Plant and Equipment

The carrying value of the PPE amounted to Tk 5374733212 at 30 June 2019 The valuation of PPE was identified as a key audit matter due to the significance of this balance to the financial statements

Expenditures are capitalized if they create new or enhance the existing assets and expensed if they relate to repair or maintenance of the assets Classification of the expenditures involves judgment The useful lives of PPE items are based on managementrsquos estimates regarding the period during which the asset or its significant components will be used The estimates are based on historical experience and market practice and take into consideration the physical condition of the assets

We assessed whether the accounting policies in relation to the capitalization of expenditures are in compliance with IFRS and found them to be consistent

We obtained a listing of capital expenditures incurred during the year and on a sample basis checked whether the items were procured based on internal purchase order that had been properly approved by the responsible individuals

We inspected a sample of invoices and LC documents to determine whether the classification between capital and operating expenditure was appropriate

Our audit included the following proce-dures

We checked deferred tax expenses and liabilities in the financial statements and compare them with the Companyrsquos calculation and records

We obtained an understanding evaluated the design and tested the operational effectiveness of the companyrsquos key controls over the recognition and measurement of deferred tax liabilities and the assumptions used in estimating the companyrsquos future taxable income

We involved tax specialists to assess key assumptions controls recognition and measurement of deferred tax liabilities

We also assessed the appropriateness of presentation of disclosures against IAS-12 income tax

We additionally carried out the following substantive testing for this item

STxL Annual Report 2018-201950

Other MatterOur opinion have been made on the consolidated financial statement of Square Textiles Limited and subsidiary company Square Texcom Limited as at and for the year ended June 30 2019 is audited by Chowdhury Bhattacharjee amp Co Chartered Accountant on October 01 2019 and provided un qualified opinion

Other Information Management is responsible for the other information The other information comprises the information included in the annual report but does not include the financial statements and our auditorrsquos report thereon The Annual Report is expected to be made available to us after the date of this auditorsrsquo report Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon In connection with our audit of the consolidated amp separate financial statements our responsibility is to read the other information and in doing so consider whether the other information is materially inconsistent with the consolidated amp separate financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated Our opinion on the consolidated amp separate financial statements does not cover the other information and we do not express any form of assurance conclusion thereon

Our response to the riskRiskRevenue Recognition

See note no1400 to the Separate financial statements

See note no 314 to the Separate financial statements

Merger with Square Yarns Limited

As per verdict of High Court company matter no 165 of 2018 Square Yarns Limited a private limited company incorporated under Companies Act 1994 has merged with Square Textiles Ltd from January 01 2019

We obtained the order of Honorable High Court amp the Scheme of amalgamation approved by the High Court for this merger We obtained the audited financial statements of Square Yarns Limited for the period ended December 31 2018 We checked whether the carrying amount of Square Yarns Limited has merged with the financial statement of SQUARE TEXTILES LIMITED as at June 30 2019

We evaluated whether the useful lives determined and applied by the management were in line with historical experience and the market practice

We checked whether the depreciation of PPE items was commenced timely by comparing the date of the reclassification from capital in progress to ready for use with the date of the act of completion of the work

STxLAnnual Report 2018-2019 51

Responsibilities of Management and Those Charged with Governance for the Consolidated amp Separate Financial Statements and Internal ControlsManagement is responsible for the preparation and fair presentation of the Consolidated amp Separate financial statements of the Group amp also separate financial statement of the Company in accordance with IFRSs the Companies Act 1994 the Securities and Exchange Rules 1987 and other applicable laws and regulations and for such internal control as management determines is necessary to enable the preparation of Consolidated amp Separate financial statements that are free from material misstatement whether due to fraud or error The companies Act 1994 require the management to ensure effective internal audit internal control and risk management factions of the companyIn preparing the financial statements management is responsible for assessing the Grouprsquos amp the companyrsquos ability to continue as a going concern disclosing as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations or has no realistic alternative but to do soThose charged with governance are responsible for overseeing the Grouprsquos amp the companyrsquos financial reporting process

Auditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether the Consolidated amp Separate financial statements as a whole are free from material misstatement whether due to fraud or error and to issue an auditorrsquos report that includes our opinion Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists Misstatements can arise from fraud or error and are considered material if individually or in the aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated amp Separate financial statements

As part of an audit in accordance with ISAs we exercise professional judgment and maintain professional skepticism throughout the audit We also

Identify and assess the risks of material misstatement of the Consolidated amp Separate financial statements whether due to fraud or error design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion forgery intentional omissions misrepresentations or the override of internal control

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in circumstances

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management

Conclude on the appropriateness of managementrsquos use of the going concern basis accounting and based on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Grouprsquos amp the Companyrsquos ability to continue as a going concern If we conclude that a material uncertainty exists we are required to draw attention in our auditorrsquos report to the related disclosures in the Consolidated amp Separate financial statements or if such disclosers are inadequate to modify our opinion Our conclusions are based on the audit evidence obtained up to the date of our auditorrsquos report However future events or conditions may cause the company to cease to continue as a going concern

bull

bull

bull

bull

STxL Annual Report 2018-201952

Place DhakaDated October 27 2019

Evaluate the overall presentation structure and content of the Consolidated amp Separate financial statements including the disclosures and whether the Consolidated amp Separate financial statements represent the underlying transactions and event in a manner that achieves fair presentation

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the Consolidated amp Separate financial statement we are responsible for the direction supervision and performance of the group audit We solely responsible for our audit opinion

We communicate with those charged with governance regarding among other matters the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable related safeguards

From the matters communicated with those charged with governance we determine those matters that were of most significance in the audit of the Consolidated amp Separate financial statements of the current period and are therefore the key audit matters We describe these matters in our auditorrsquos report unless law or regulation precludes public disclosure about the matter or when in extremely rare circumstances we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication

Report on other Legal and Regulatory Requirements In accordance with the Companies Act 1994 and the Securities and Exchange Rules 1987 and relevant notifications issued by Bangladesh Securities and Exchange Commission we also report that

bull

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of accounts records and other statutory books as required by law have been kept by the company so far as it appeared from our examinations of those books and proper returns adequate for the purpose of our audit have been received from branches not visited by us

The statement of Consolidated amp Separate Financial Position Consolidated amp Separate Statement of profit or loss amp other Comprehensive Income and Consolidated amp Separate Statement of Changes in Equity and Consolidated amp Separate Statement of Cash Flows of the Company dealt with by the report are in agreement with the books of account and returns

The expenditure was incurred for the purpose of the Companyrsquos business

a)

b)

c)

d)

bull

STxLAnnual Report 2018-2019 53

Ahmed Zaker amp Co Chartered AccountantsAKM Mohitul Haq FCASenior Partner

Consolidated

SQUARE TEXTILES LIMITEDConsolidated Statement of Financial PositionAs at June 30 2019

ASSETS

NON-CURRENT ASSETS 6794125077 5850815043Property Plant amp Equipment- Carrying Value 400 6013100252 4369283667Capital Work In Progress 500 724741065 1425247616Goodwill 600 56283760 56283760

CURRENT ASSETS 6834205533 5708002400Inventories 700 3108769448 2117499335Accounts Receivable 800 3254869758 2537386382Advances Deposits amp Prepayments 900 289933615 457007961Cash amp Cash Equivalents 1000 180632712 596108722

TOTAL ASSETS 13628330610 11558817443

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 7498757447 7444414383Share Capital 1100 1972520000 1878590480Retained Earnings 1200 5526237447 5565823903

NON CONTROLLING INTEREST 1300 14938707 23924714

NON-CURRENT LIABILITIES Deferred Tax Liability 1400 279327185 222054637

CURRENT LIABILITIES amp PROVISIONS 5835307271 3868423709Short Term Bank Loan (Secured) 1500 3370859633 3416687761Creditors amp Other Payables 1600 71576651 131402995Liabilities for Others Finance 1700 145174138 136623950Short Term Loan 1800 2168788505 1385741Provision for Income Tax 1900 78908344 182323262 TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 13628330610 11558817443 NET ASSET VALUE PER SHARE (RESTATED) 3802 3774

STxL Annual Report 2018-201954

Particulars Note June 302018Taka

June 302019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SALES REVENUE 2000 10562041464 9411869563

Cost of Goods Sold 2100 (9425402349) (8443275210)

GROSS PROFIT 1136639115 968594353

Administrative Overhead 2200 (278901489) (286279858)

Selling and Distribution Overhead 2300 (15559867) (10055542)

PROFIT FROM OPERATIONS 842177759 672258953

Finance Cost 2400 (280059922) (107733800)

Non-Operating Income 12790260 5181890

PROFIT BEFORE WPPF amp WF 574908097 569707043

Allocation for WPPF amp WF 2500 (27376576) (27128907)

PROFIT BEFORE TAX 547531521 542578136

Provision for Tax (Current) 2600 (59896768) (64328453)

Provision for Tax (Deferred) 2700 (57272548) (18777387)

Profit After Tax for The Period 430362205 459472296

Non-Controlling Interest (1338236) (2416813)

Net Income for the Period 429023969 457055483

EARNINGS PER SHARE (EPS)- RESTATED 2800 218 232

SQUARE TEXTILES LIMITEDConsolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended June 30 2019

STxLAnnual Report 2018-2019 55

Particulars Note 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SQUARE TEXTILES LIMITEDConsolidated Statement of Changes in EquityFor the Year Ended June 30 2019

Share Retained Total Capital Earnings Balance as at June 30 2018 1878590480 5565823903 7444414383 Net Profit for the Year Ended June 30 2019 - 429023969 429023969 Adjustment of Non controlling Interest - 1037191 1037191 Cash Dividend for 2017-18 - (375718096) (375718096)Stock Dividend for 2017-18 93929520 (93929520) - Balance As at June 30 2019 1972520000 5526237447 7498757447 Tk

Particulars

For the Year Ended June 30 2018

Share Retained Total Capital Earnings Balance as at June 30 2017 1789133790 5556051868 7345185658 Net Profit for the Year Ended June 30 2018 - 457055483 457055483 Cash Dividend for 2016-17 - (357826758) (357826758)Stock Dividend for 2016-17 89456690 (89456690) - Balance As at June 30 2018 1878590480 5565823903 7444414383 Tk

Particulars

STxL Annual Report 2018-201956

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 9844558088 8805485201Exchange Fluctuation Gain (Realization from Transection) 6599666 3498975Receipts from Other Income 1947315 597793Total Receipts 9853105069 8809581969 Payments to Suppliers (8135939006) (6378230512)Paid for Operating amp Non-operating Expenses (2084602173) (2194327758)Interest Expenses Paid (240448525) (83330142)Income Tax Paid (58842458) (101025851)Total Payments (10519832162) (8756914263) Net Cash Generated (Used in) from Operating Activities (666727093) 52667706 CASH FLOWS FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant amp Equipment (1444563624) (1418810057)Paid for Non controlling Interest for Merger of SYL (9287050) -Net Cash Generated (Used in) from Investing Activities (1453850674) (1418810057) CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (45828128) 1477139998Short Term Loan from (To) Sister Company 2124536378 (21069052)Payment of Dividend (375718096) (357826758) Net Cash Generated (Used in) from Financing Activities 1702990154 1098244188 Increase (Decrease) in Cash amp Cash Equivalents (417587613) (267898163)Net effect of foreign currency translation 2111603 1085122Opening Cash amp Cash Equivalents 596108722 862921763

CLOSING CASH amp CASH EQUIVALENTS 180632712 596108722 Net Operating Cash Flows Per Share(Restated) (338) 027

SQUARE TEXTILES LIMITEDConsolidated Statement of Cash Flows For the Year Ended June 30 2019

STxLAnnual Report 2018-2019 57

Particulars 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SQUARE TEXTILES LIMITEDSQUARE TEXTILES LIMITEDNotes to the Consolidated Financial StatementsAs at and for the year ended June 30 2019

1ESTABLISHMENT AND OPERATIONS

11 LEGAL FORM OF THE ENTERPRISES

Square Textiles Limited (Here in after said as the company) is a public limited company and its subsidiary Square Texcom Limited incorporated with the Registrar of Joint Stock Companies and Firms Dhaka Bangladesh under Companies Act 1913 and Companies Act 1994 respectively The Company is listed with Dhaka Stock Exchange (DSE) amp Chittagong Stock Exchange(CSE)

12 ADDRESS OF REGISTERED OFFICE AND FACTORY OF THE COMPANY

The address of the registered office at Square Centre 48 Mohakhali CA Dhaka -1212 Factory at 1) Saradaganj Kashimpur Gazipur 2) Olipur Habiganj 3) Kathali Valuka Mymensingh

13 NATURE OF BUSINESS

The company owns Six (6) units of spinning mills and a twisting mill Its activities and operations are related with manufacturing and marketing of Yarns

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATERIAL INFORMATION

21 STATEMENT OF COMPLIANCE

The financial statements have been prepared in conformity with the provisions of the Companies Act 1994 The Securities and Exchanges Rules 1987 and other relevant rules and regulations

22 BASIS OF PREPARATION

The financial statements have been prepared in accordance with the going concern principle and historical cost convention The significant accounting policies are set out below

23 STATEMENT ON COMPLIANCE OF INTERNATIONAL ACCOUNTING STANDARDS

The following IASs and IFRSs are applicable for the financial statements for the year under review

IAS 1 Presentation of Financial StatementsIAS 2 InventoriesIAS 7 Statement of Cash FlowsIAS 8 Accounting Policies Changes in Accounting Estimates and ErrorsIAS 10 Events after the Reporting PeriodIAS 12 Income TaxesIAS 16 Property Plant and EquipmentIAS 19 Employee BenefitsIAS 21 The Effects of Changes in Foreign Exchange RatesIAS 23 Borrowing CostsIAS 24 Related Party DisclosuresIAS 33 Earnings per ShareIAS 34 Interim Financial ReportingIAS 36 Impairment of Assets IAS 37 Provisions Contingent Liabilities and Contingent AssetsIFRS 3 Business Combination IFRS 5 Non-Current Assets Held for Sale amp Discontinued OperationsIFRS 7 Financial Instruments DisclosureIFRS 8 Operating SegmentsIFRS 10 Consolidated Financial StatementsIFRS 12 Disclosures of interests in Other EntitiesIFRS 15 Revenue from Contracts with CustomersIFRS 16 Leases

STxL Annual Report 2018-201958

Consolidated

24 GOING CONCERN

As per IAS-1 a company is required to make assessment at the end of each year to assess its capability to continue as going concern The 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 liabilities For this reason the Directors continue to adopt the going concern assumption while the financial statements have been prepared

25 ACCRUAL BASIS

The financial statements have been prepared except cash flow information using the accrual basis of accounting

26 STRUCTURE CONTENTS AND PRESENTATION OF FINANCIAL STATEMENTS

The presentation of the financial statements is in accordance with the guidelines provided by IAS-1 lsquorsquoPresentation of Financial Statementsrdquo A complete set of financial statements comprise

i) Statement of Consolidated Financial Position as at June 30 2019ii) Statement of Consolidated Profit or Loss and other Comprehensive Income for the year ended June 30 2019iii) Statement of Consolidated Changes in Equity for the year ended June 30 2019iv) Statement of Consolidated Cash Flows for the year ended June 30 2019 andv) Notes comprising a summary of significant accounting policies and other explanatory information to the Consolidated Financial Statements for the year ended June 30 2019

27 STATEMENT OF CASH FLOWS

The Statement of Cash Flows is prepared using the direct method as stipulated in International Accounting Standards IAS-7 ldquoStatement of Cash Flowsrdquo

30 PROPERTY PLANT AND EQUIPMENT

As per IAS-16 Property Plant and Equipment are stated at their historical cost less accumulated depreciation No depreciation has been charged on the Freehold Land and on the Capital work in progress Depreciation is charged on all other assets on straight-line method Depreciation of an asset begins when it is available for use ie 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 ceases at the earlier of the date that the asset is classified as held for sale (or included in a disposal group that is classified as held for sale) in accordance with IFRS 5 and the date that the assets are derecognized

Depreciation is computed on the straight-line basis over the estimated useful lives as follows

Factory Building and other Construction

Plant amp Machinery

Laboratory amp other Equipment

Furniture amp Fixture

Motor Vehicles

Electrical Installation

Particulars Useful Life(Years)

20

10-15

5-8

5-8

5

5-8

STxLAnnual Report 2018-2019 59

Consolidated

31 IMPAIRMENT OF ASSET

As per IAS-36 Revenue and Profitability of the company is Consistent and net worth of the company is growing every year that indicates our assets are performing at their highest as per our intended procurement and the summation of the discounted future cash flow from the operation of the assets would be positive if we dispose off those assets at the date of financial reporting But presently we have no intension to dispose off these assets As such we did not consider to recording the impairment lossgain

32 INVENTORIES

As per IAS-2 Inventories comprises of Raw Materials Raw Materials in transit Packing Materials Work in Progress Finished Goods Comber Noil and Spare amp Spare Parts in transit Inventories are valued at the lower of cost and net realizable value Cost comprises invoice value plus applicable handling charges Net realizable value is based on estimated selling price less estimated cost to completion and selling expenses

33 EMPLOYEESrsquo SEPARATION PLAN

Provident Fund

The company has established an approved contributory provident fund scheme A board of trustees wholly administers the fund No part of the fund is included in the asset of the group

Gratuity Fund

The Company operates an unfunded gratuity scheme The Company has applied for recognition of the gratuity fund from National Board of Revenue (NBR) Group Insurance

The group has two group insurance schemes for its permanent employees premium for which is being charged to statement of comprehensive Income

Workerrsquos Profit amp Participation Fund

The company makes a regular allocation of 5 on net profit before tax to these funds and payment is made to the workerrsquos as per provision of Labor Law 2006 chapter-15

34 REVENUE RECOGNITION

As per IFRS-15 Revenue is recognized as control is passed either over time or at a point in time An entity recognizes revenue over time if one of the following criteria is met the customer simultaneously receives and consumes all of the benefits provided by the entity as the entity performs the entityrsquos performance creates or enhances an asset that the customer controls as the asset is created or the entityrsquos performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date

Income refers to increases in economic benefits during the accounting period in the form of inflows or enhancements of assets or decreases of liabilities that result in an increase in equity other than those relating to contributions from equity participants

35 OTHER INCOME

It is recognized when received

36 FOREIGN CURRENCY TRANSACTIONS

As per IAS-21 Transactions in Foreign Currencies are translated into BDT at the rate of exchange ruling on date of transaction Monetary assets and liabilities expressed in foreign currencies are translated into BDT at the rate of exchange ruling at the date of Statement of Financial position

37 BORROWING COSTS

As per IAS-23 Borrowing costs are recognized as expenses in the period in which they incurred and capitalized the same that incurred before commencement of commercial operation

38 FINANCIAL INSTRUMENTS

As per IFRS-7 Financial assets and liabilities are recognized on the Statement of Financial Position when the company has become a party to a contractual provision of the instrument

STxL Annual Report 2018-201960

Consolidated

Receivables

Trade Receivables are stated at their nominal value and considered good No provision has been made for doubtful debt and no amount was written off as bad

Payables

Trade Payables are stated at their nominal value

Due to Due from Related Parties

Due to Due from related parties are stated at nominal value

Borrowings

Interest bearing bank loans and overdrafts are recorded at the proceeds received net of direct issue costs Finance charges are accounted for on an accrual basis

Financial Risk Management

The company has exposures to the following risks its use of financial statements

bull Credit riskbull Liquidity riskbull Market risk

The Board of Directors has overall responsibility for the establishment and oversight of the companyrsquos risk management framework The Board oversees how management monitors compliance with risk management policies and procedures and reviews the adequacy of the risk management framework in relation to risks faced by the group The Board is assisted in its oversight role by Audit Committee Internal audit under the purview of Audit Committee undertakes both regular and adhoc reviews of risk management controls and procedures the results of which are reported to the Audit Committee

Credit Risk

Credit risk is the risk of financial loss to the Company if a buyer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Companys receivable from customers and investment securities The Companys sales are made to renowned RMG Exporting Company Sales made to the entity are fully secured by Letters of Credit issued by local scheduled banks

Liquidity Risk

Liquidity risk is the risk that the Company will unable to meet its financial obligations as they fall due The Companys 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 Companys reputation In general 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 liquidityfund to make the expected payment within due date Moreover the Company seeks to maintain short term lines of credit with scheduled commercial banks to ensure payment of obligations in the event that there is insufficient cash to make the required payment

The requirement is determined in advance through cash flows projections and credit lines facilities with banks are negotiated accordingly

Seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Market Risk

Market Risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the Companys income or the value of its holding of financial instruments The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return

STxLAnnual Report 2018-2019 61

Consolidated

Capital Risk Management

The Companyrsquos objectives when managing capital are to safeguard the Companyrsquos ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Money Laundering

The company considers prevention of money laundering risk not only as a compliance requirement imposed by the law of the country but also as one of its ethical business values

39 LEASE

As per IFRS-16 The entity has no lease So there will be no implication regarding IFRS 16 in this financial year

310 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprises cash in hand bank currents accounts other bank deposits free of encumbrance and having maturity dates of three months or less from respective dates of deposit

311 TAXATION

Income tax expense represents the sum of the tax currently payable and deferred tax

Current Tax

The tax currently payable is based on taxable profit for the year Taxable profit differs from profit as reported in the statement of Comprehensive Income because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible in other years and it further excludes items that are never taxable or deductible The companyrsquos liability for current tax is calculated using tax rates that have been enacted on date of Statement of Financial Position

Deferred Tax

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the balance sheet liability method Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized based on tax rates (and tax laws) that have been enacted by the date of Statement of Financial Position

312 CONTINGENT LIABILITIES AND ASSETS

Current or possible obligations or assets arising from past events and whose existence is due to the occurrence or non-occurrence of one or more uncertain events which are not within the control of the company

313 RELATED PARTY TRANSACTION

The company has some related party transactions in arm length transactions with its sister concern

314 MERGED WITH SQUARE YEARNS LIMITED

As the project of Square Yarns Limited (SYL) is located within the premises of Square Textiles Limited (STxL) at Saradaganj Kashimpur Gazipur the separated operations of various aspects of SYL is a complex one Since STxL holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Board of Directors have recommended for amalgamation under provision of section 228 amp 229 of the Companies Act 1994

STxL Annual Report 2018-201962

Consolidated

The Process of Merger

After approval of Board of Directors and consent of minority shareholders the Honrsquoble High Court Division of the Supreme Court of Bangladesh has sanctioned the scheme of amalgamation of Square Yarns Ltd (SYL) share with Square Textiles Ltd (STxL) on 29th October 2018 The merger has been executed with effect from January 01 2019

Purchase Consideration

Square Textiles Limited holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Compensation of the minority shareholders is based on cash at a book value of shares as on 30 June 2017 subject to approval by the Court of Jurisdiction Honrsquoble High Court Division of the Supreme Court of Bangladesh

IFRS Followed for The Business Combination IFRS-3 (Business Combinations) is mainly followed for the amalgamation of Square Yarns Ltd with Square Textiles Ltd on the basis of equity

As Per Paragraph 5 of ifrs-3 ldquoApplying The Acquisition Method Requires

(a) Identify the acquirer(b) Determining the acquisition date(c) Recognizing and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquire and(d) Recognizing and measuring goodwill or a gain from a bargain purchaserdquo

315 SEGMENT REPORTING

As per IFRS-8 As there is a single business and geographic segment within which the company operates as such no segment reporting is felt necessary

316 EARNINGS PER SHARE

As per IAS-33 Basis Earning per Share (EPS) has been computed dividing the earnings attributable to the weighted average number of the ordinary shares during the period

317 COMPARATIVE FIGURE

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 years financial statements Previous year comparative information of the Statement of Profit or Loss and other Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows are presented as unaudited

318 FINANCIAL YEAR

For this year financial year means July 01 2018 to June 30 2019

319 EVENTS AFTER THE REPORTING PERIOD

As per IAS-10 ldquoEvents after the Reporting Periodrdquo are those events favorable and unfavorable that occur between the end of the reporting period and the date when the financial statements are authorized for issue There are no events after the end of the reporting period

320 CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements comprise the following

1 Square Texcom Limited

321 GENERAL

Figures have been rounded off to the nearest taka as it the reporting currency of these financials

STxLAnnual Report 2018-2019 63

4 PROPERTY PLANT amp EQUIPMENT TK 6013100252 Details of Property Plant amp Equipment and Depreciation as at June 30 2019 are shown in the annexed schedule-01 Depreciation for the year charged to Factory Overhead (Note-213) The break-up of the balances are depicted below Fixed Assets at Cost Opening Balance 8813079842 8561946086Addition during the Year 2160369578 265969327Sale Obsolete during the Year (230522431) (14835571)Closing Balance(Cost) 10742926989 8813079842

Accumulated Depreciation Opening Balance 4443796175 4047294966Charged during the Year 501253590 409249836Adjustment for saleObsolete (215223028) (12748627) 4729826737 4443796175

Carrying Value 6013100252 4369283667

5 CAPITAL WORK IN PROGRESS TK 724741065

Opening Balance 1425247616 270319942 Addition during the Year 673620883 1379859210 Transfer to Property Plant amp Equipment (1374127434) (224931536)Closing Balance (Cost) 724741065 1425247616

6 GOODWILL TK 56283760

Investment in Square Texcom Ltd 65783760 65783760(For 95000 shares of Square Texcom Ltd) Less Face Value of the Shares 9500000 9500000 56283760 562837607 INVENTORIES TK 3108769448 Stocks of Raw Materials 2860338753 1851301619Raw Materials 2345843023 1316945017Raw Materials In Transit 125670959 253946100Packing Materials 19545342 13842823Work - in - process 158585990 73007237Finished Goods 210693439 193560442

Stocks of Spares 248430695 266197716Spares at Store 241210310 239896287Spares in Transit 7220385 26301429

3108769448 2117499335

The basis of valuation is stated in Note -3(2) Carrying amount of inventories pledged as security No segmentation of stock is required because of homogenous materials and process

Tk

Tk

Tk

STxL Annual Report 2018-201964

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

8 ACCOUNTS RECEIVABLES TK 3254869758

This represents invoice value of goods delivered to customer This is considered good and collectible

Aging of the above balance is as follows Below 60 days 1510695509 1043624024 Within 61-120 days 1269408592 1194206454Above 120 days 474765657 299555904 3254869758 2537386382 a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person b) The carrying amount of Trade Debtors pledged as security

c) Accounts Receivable is secured considered as good and is falling due within one year Classification schedule as required by Schedule XI of Companies Act 1994

Tk

9 ADVANCES DEPOSITS amp PREPAYMENTS TK 289933615This is made up of the followings

Advances and Prepayments 207243631 375973570Income Tax 48571895 153041124Salary amp PF Current account 1184000 2244602 Other Expenses 22817327 21702776 Contractor amp Suppliers 134670409 198985068

Deposits 82689984 81034391 Security Deposit 73803648 70924398 Margin on Bank Guarantee 8886336 10109993

Tk 289933615 457007961

(a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person (b) There was no amount was due by the associated undertaking (c) The advances amp deposits considered good amp recoverable

10 CASH amp CASH EQUIVALENTS TK 180632712

This is made up of the followings

Cash in Hand 5885341 7535794Cash at Bank 174747371 588572928 Tk 180632712 596108722

Foreign currency account balances have been converted to Taka at the ruling rate at the reporting date

11SHARE CAPITAL TK 1972520000This is made up of the followings

Authorized300000000 Ordinary Shares of Tk 1000 each 3000000000 3000000000

Issued Subscribed and Paid up 1972520000 1878590480(197252000 Ordinary Shares of Tk 1000 each fully Paid up)

STxLAnnual Report 2018-2019 65

Particulars June 302018Taka

June 302019Taka

Tk

Distribution schedule of each class of equity security setting out the number of holders and percentage as on June 30 2019

Less than 500 shares500 to 5000 shares5001 to 10000 shares10001 to 20000 shares20001 to 30000 shares30001 to 40000 shares40001 to 50000 shares50001 to 100000 shares100001 to 1000000 sharesOver 1000000 shares

As per FolioNo of holders Holdings No of holders Holdings

Range of Holdings As per BO ID Total shareHolding In

Total

1081471 6162011 3060520 35435471871659

1468145 898718

3076833 14476740 94723423

130363067

1387525 6467477 3119367 3601999 1926137 1533907 1039509 3416526

16907255 157852298197252000

070328158183098078053173857

8003 10000

306054 305466

58847 58452 54478 65762

140791 339693

2430515 63128875 66888933

89703762

439255

784320455211

13675

3464268

84223459

3769

13 NON CONTROLLING INTERESTTK 14938707

5000 shares of Tk 100 at par of Square Yarns Limited 500000 5000005000 shares of Tk 100 at par of Square Texcom Ltd 500000 500000Shares of Accumulated Profit 24262948 22924714Adjustment of Non controlling Interest of SYL (1037191) -Paid to NCI for Merger of SYL (9287050) - 14938707 23924714

(a) This represents the minority share holdings in Square Yarns Limited and Square Texcom Ltd as on June 30 2019

(b) Voting power is not different with proportion of ownership interest The company is using equity method of accounting in preparation of consolidated financial statements

12 RETAINED EARNINGS TK 5526237447Opening Balance 5565823903 5556051868Add Surplus for the Year 429023969 457055483Adjustment of Non controlling Interest 1037191 -Less Cash Dividend paid during the Year (375718096) (357826758)Less Appropriation for stock dividend (93929520) (89456690) 5526237447 5565823903

Shareholders Group Number of Investors Number of Shares

SponsorsDirectors 7 121959707 62 62Foreign Investors 5 6572330 3 6 Institutions 238 41857739 21 19 General Public 17194 26862224 14 13Total 17444 197252000 100 100

Percentageof ShareHolding

2018-2019

Percentageof ShareHolding

2017-2018

The position of shareholders as on June 30 2019 is as follows

STxL Annual Report 2018-201966

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

14 DEFERRED TAX LIABILITY TK 279327185

Opening Balance 222054637 203277250Deferred tax Liabilities 57272548 18777387Closing Balance Tk 279327185 222054637

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

A) Deferred Tax Liability is Arrived at as Follows Carrying Value of Depreciable Fixed Assets 5332662371 3692397786Less Tax Base Carrying Value (3470481142) (2212033539)Taxable Temporary Difference 1862181229 1480364247Tax Rate 1500 1500Closing Deferred Tax Liability 279327185 222054637Less Opening Deferred Tax Liability (222054637) (203277250)Deferred Tax (Income) Expense 57272548 18777387

15 SHORT TERM BANK LOAN (SECURED) TK 3370859633Bank Overdraft 72936 5569544Revolving Loan 800000000 - Loan ag Export Bill Discount 616960527 -LC Liabilities 1953826170 3411118217 3370859633 3416687761

These short term loans are secured against hypothecation of Stock and Accounts Receivable 16 CREDITORS amp OTHER PAYABLES TK 71576651

Creditors amp Other Payables 71576651 131402995 71576651 131402995

This represents amount payable to regular suppliers of packing materials utilities and other services rendered to the company All suppliers were paid on a regular basis

17 LIABILITIES FOR OTHER FINANCE TK 145174138 This is made up of the followings Retention Money 305299 1781837WPPF amp Other Fund 23608002 27128907Provision for Gratuity 34989040 -Others 86271797 107713206 145174138 13662395018 SHORT TERM LOAN TK 2168788505

Loan from Square Pharma Ltd 2168788505 1385741 2168788505 138574119 PROVISION FOR INCOME TAX TK 78908344 Opening Balance 182323262 368938056Adjustment with Advance Tax (163311686) (250943247)Current Year Provision 59896768 64328453Closing Balance 78908344 182323262

Tk

Tk

Tk

Tk

Tk

STxLAnnual Report 2018-2019 67

Particulars June 302018Taka

June 302019Taka

212 PACKING MATERIAL CONSUMED TK 101236647 This is arrived as follows Opening Stock 13842823 12055558 Purchase during the Year 106939166 87061457 Available for Production 120781989 99117015Closing Stock (19545342) (13842823) Packing Material Consumed Tk 101236647 85274192

21 COST OF GOODS SOLD TK 9425402349 This is arrived as follows Raw Materials Consumed (Note-211) 7070621165 6171179917Packing Materials Consumed (Note-212) 101236647 85274192 Factory Overhead (Note- 213) 2356256287 2221310872Cost of Goods Manufactured 9528114099 8477764981Work-In-Process (Opening) 73007237 86734976Work-In-Process (Closing) (158585990) (73007237)Cost of Production 9442535346 8491492720Finished Goods (Opening) 193560442 145342932Finished Goods (Closing) (210693439) (193560442) Cost of Goods Sold Tk 9425402349 8443275210

211 RAW MATERIAL CONSUMED Tk 7070621165

This is arrived as follows In Quantity(KG) Opening Stock 7070326 6531416Purchase during the year 51265791 35080079Raw Materials Available for Consumption 58336117 41611495Closing Stock (15154635) (7070326)Raw Materials Consumed 43181482 34541169

In Taka Opening Stock 1316945017 1244686448Purchase during the year 8099519171 6243438486Raw Materials Available for Consumption 9416464188 7488124934Closing Stock (2345843023) (1316945017)Raw Materials Consumed 7070621165 6171179917

Kg

Tk

20 SALES TK 10562041464 Sales Comprises the following In Quantity(KG) Opening Stock 808992 666112Production during the Year 39856706 31481902Available for Sale 40665698 32148014Closing Stock (840909) (808992)Sales during the year Kg 39824789 31339022(To be accounted for as follows) Sales Accounted as followsIn Quantity(KG) Export Sale of Yarns 39824789 31339022 Kg 39824789 31339022In Taka Export Sale of Yarns 10562041464 9411869563 10562041464 9411869563

STxL Annual Report 2018-201968

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

22 ADMINISTRATIVE OVERHEAD TK 278901489

Salary and Allowances 127661897 141801588Directors Remuneration 39316356 35765796Travelling amp Conveyance 875255 930008Overseas Travelling 55286736 51503344Recruitment amp Training Expenses 498034 548760Head Office Employees Free Lunch 1472058 1778361Uniform amp Liveries 170150 168681Printing Expenses 476287 379397Stationery Expenses 142076 634027Software amp Hardware Support Expenses 2679046 2847923Postage Telephone Fax amp Telex 452586 407523Electricity Gas amp Water 3577711 2951569Office Consumable Expense 2484432 3200268Rental Expenses 13212862 11635064Vehicles Running amp Maintenance 10380545 13418692Medical Expenses 792936 485121Group Insurance 455249 427134Bank Charges amp Commission 3399622 1278364Fees amp Subscription 9893562 12610740Security Service 463185 537654Govt Tax Stamp Duty amp Licence Fees 3046677 1015306Annual General Meeting Expenses 1390277 1536628Audit Fees 773950 417910Total 278901489 286279858

a) Audit Fees represent auditors remuneration for audit of the Companys Financial Statementsfor the Year ended

213 FACTORY OVERHEAD TK 2356256287 Factory Wages Salary amp Allowances 858697343 721061616Travelling amp Conveyance 303860 168814Overseas Travelling 430311 82096Recruitment amp Training Expenses 107340 60669Printing Expenses 289027 257551Stationery Expenses 1743673 1556240Software amp Hardware Support Expenses 2817058 3358793Production Workers Free Lunch 3921416 4370361Uniform amp Liveries 363556 256197Fuel Petrol Light Diesel etc 58514173 137707049Electricity Gas amp Water 625396587 606226179Factory Consumable Expense 52190712 63676776Medical Expenses 1404636 815060Repairs amp Maintenance of Vehicles 15119637 16962558Papers Books and Periodicals 62070 22790Industrial All Risk Insurance Premium 18468167 12565314Postage Telephone Fax amp Telex 352700 219889GovtTax VAT amp License Fees 3566683 3668859Security Services 18619132 19165867Spare Parts - Machinery 191323654 218588963Group Insurance 1310962 1269395Depreciation (Schedule-1) 501253590 409249836Total 2356256287 2221310872

STxLAnnual Report 2018-2019 69

Particulars June 302018Taka

June 302019Taka

24 FINANCE COST TK 280059922This is arrived as follows Interest on Short Term Loan 280059922 107733800 Tk 280059922 107733800 Interest expenses is derived from short-term loan and is recognized on an accrual basisThe finance cost includes no interest on any sort of borrowing from directors including managing director and managers

25 ALLOCATION FOR WPPF amp WF Tk 27376576 27128907

This represents 5 of Net Income before Tax after charging the allocation as per provisions of the Labour Law 2016

26 PROVISION FOR INCOME TAX Tk 59896768 64328453

This represents estimated Income Tax on Net Profit for the year and adjustment any shortexcess provision for prior years

27 PROVISION FOR DEFERRED TAX Tk 57272548 18777387

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

28 EARNING PER SHARE (EPS) The Computation is given below

Earning attributable to Ordinary Sharesincluding other income 429023969 457055483Number of Ordinary shares 197252000 197252000 Earnings Per Share 218 232

281 NET ASSET VALUE (NAV) PER SHARE

The Computation is given below

Equity Attributable to the Owners of the Company 7498757447 7444414383Number of Ordinary shares 197252000 197252000 Net Asset Value (NAV) Per Share 3802 3774

23 SELLING amp DISTRIBUTION OVERHEAD TK 15559867 This is arrived as follows Export Sale Expenses 11161969 8229821Loading amp Unloading 4397898 1825721Total Tk 15559867 10055542

STxL Annual Report 2018-201970

Particulars June 302018Taka

June 302019Taka

282 NET OPERATING CASH FLOWS PER SHARE (NOCFPS) The Computation is given below

Net Cash Generated (Used in) from Operating Activities (666727093) 52667706Number of Ordinary shares 197252000 197252000

Net Operating Cash flows per Share (NOCFPS) (338) 027

283 RECONCILIATION OF NET PROFIT WITH CASH FLOWS FROM OPERATING ACTIVITIES

The Computation is given below

Profit After Tax 429023969 457055483 Adjustment to reconcile net profit to net cashprovided by operating activities

Non-cash Expenses 558526138 428027223Depreciation 501253590 409249836Deferred Tax 57272548 18777387

Non-Operating Items 42093017 2400194Interest Expenses (Income) on Sister Company Loan 41829193 1068503Net effect of foreign currency translation (2111603) (1085122)Profit Ratio of Non controlling Interest 1338236 2416813Adjustment of Non controlling Interest 1037191 - Changes in working Capital (1696370217) (834815194)(Increase)Decrease in Inventories (991270113) (153594840)(Increase)Decrease in Accounts Receivable (717483376) (606384362)(Increase)Decrease in Advances Deposits amp Prepayments 167074346 126066301Increase(Decrease) in Creditors amp Other Payables (59826344) 14323924Increase(Decrease) in Liabilities for Others Finance 8550188 (28611423)Increase(Decrease) in Income Tax Payable (103414918) (186614794) Net Cash Generated (Used in) from Operating Activities (666727093) 52667706

STxLAnnual Report 2018-2019 71

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

STxL Annual Report 2018-201972

Prop

erty

Pla

nt a

nd E

quip

men

t - T

k 6

013

100

252

Sche

dule

-01

C O

S T

D E P

R E

C I A

T I O

N

Durin

g the

Per

iod

Durin

g the

Per

iod

PART

ICUL

ARS

Bala

nce

as at

July

01 2

018

Bala

nce a

s at

June

30 2

019

Writt

enDo

wn V

alue

as at

June

30

2019

Bala

nce

as at

July

01 2

018

Bala

nce a

s at

June

30 2

019

Addi

tions

Sale

sOb

sole

tes

Cha

rged

Adj

ustm

ents

SQU

ARE

TEX

TILE

S LI

MIT

EDCo

nsol

idat

ed S

ched

ule

of P

rope

rty

Pla

nt a

nd E

quip

men

t

As

at Ju

ne 3

0 2

019

As

at Ju

ne 3

0 2

018

88

130

798

42 2

160

369

578

(230

522

431

) 1

074

292

698

9 44

437

961

75 5

012

535

90 (2

152

230

28)

47

298

267

37 6

013

100

252

676

885

881

9

472

788

12

474

427

325

2

384

768

8 6

088

776

531

3

117

910

2

564

086

46

49

145

684

188

592

441

1

614

917

1 1

592

141

4 4

593

161

-

5

347

200

6 5

050

800

1

316

308

4

293

919

3

802

145

35

520

00

319

673

629

2

148

335

-

1

669

654

628

1

580

827

5 7

981

379

7 -

27

947

933

26

677

70

86

853

25

276

511

2

300

000

1

215

646

-

1

233

082

5

600

00

24

832

647

680

437

881

1

266

952

441

4

765

756

60

23

847

688

75

442

557

10

18

926

185

336

222

443

4

914

568

4 2

003

253

74

18

684

959

24

606

739

48

696

72

23

000

00

54

687

652

50

508

00

25

493

90

48

539

19

28

634

792

-

42

437

013

22

918

544

742

395

3

728

576

57

276

580

2

210

007

5 2

454

096

2

806

484

9 1

762

281

5

809

31

625

432

5

476

2 2

680

183

1

743

58

238

941

3

919

65

28

935

28

-

454

329

005

2

201

213

10

22

610

362

36

038

969

64

26

315

15

202

678

029

2

706

266

2 1

294

293

13

13

798

877

14

630

980

38

926

57

54

762

19

586

160

39

488

52

14

873

52

39

058

71

57

620

66

680

437

881

8

126

234

36

256

454

350

1

237

326

3

940

358

746

1

629

467

0 1

335

444

14

22

083

022

70

896

061

48

860

82

99

757

59

977

015

2

245

238

3

510

149

2 1

101

948

1

062

038

9

480

48

22

872

726

- -

-

-

(203

264

442

) -

-

-

(1

182

660

4) (1

319

82)

-

-

-

-

-

-

-

-

-

411

891

992

1

972

027

66

21

867

967

34

343

037

49

23

549

35

180

577

954

2

460

856

6 1

131

910

68

12

168

578

14

050

049

32

672

25

-

16

905

977

37

744

94

12

484

11

35

139

06

28

685

38

- -

-

-

(214

175

449

) -

-

-

(1

621

500

0) (1

319

82)

-

-

-

-

-

-

-

-

85

619

460

86

265

969

327

(1

483

557

1) 8

813

079

842

4

047

294

966

409

249

836

(12

748

627)

44

437

961

75 4

369

283

667

Land

amp La

nd D

evel

opm

ent

Build

ing-

Fact

ory amp

Util

ityBu

ildin

g-Ot

hers

Shed

sPl

ant amp

Mac

hine

ryLa

bora

tory

Equi

pmen

tEle

ctric

al In

stall

ation

Gas L

ine

Inst

allati

onM

otor

Veh

icles

Office

Equi

pmen

tFu

rnitu

re amp

Fixt

ure

Com

pute

rSo

ftwar

eBo

unda

ry W

allDe

ep Tu

be-W

ell

Safe

ty amp

Secu

rity E

quipm

ent

Commu

nicatio

n and

Netwo

rk Equi

pment

Othe

r Ass

ets

Financial Statement 2018-2019

Statement of Financial Position - 74

Statement of Profit or Loss and other Comprehensive Income - 75 Statement of Changes in Equity - 76 Statement of Cash Flows - 77 Basis of Preparation and Presentation - 78 Application of IAS - 78 Employees Benefit Plan - 80 Financial Risk Management - 81 Related Party Transaction - 82 Property Plants and Equipment - 95

Square Texti les Ltd

Standalone

Standalone

SQUARE TEXTILES LIMITEDStatement of Financial PositionAs at June 30 2019

ASSETS

Non-Current Assets 6557711203 4994687046Property Plant amp Equipment- Carrying Value 04 5374733212 3001819096Capital Work In Progress 05 693644112 1408534071Investment - Long Term (At Cost) 06 489333879 584333879

Current Assets 6396837207 4430793243Inventories 07 2821819716 1478552169Accounts Receivable 08 2993583494 1999834667Advances Deposits amp Prepayments 09 264470342 391186509Short Term Loan 10 161617019 123843099Cash amp Cash Equivalents 11 155346636 437376799

TOTAL ASSETS 12954548410 9425480289

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 7224422027 5386033532Share Capital 12 1972520000 1878590480Retained Earnings 13 5251902027 3507443052

Non-Current Liabilities 235701174 128579505 Deferred Tax Liability 14 235701174 128579505

Current Liabilities amp Provisions 5494425209 3910867252Short Term Bank Loan (Secured) 15 3055112511 2897754665Creditors amp Others Payable 16 64229574 79467584Liabilities for Other Finance 17 135543502 116974941Short Term Loan 18 2168788505 724638161Provision for Income Tax 19 70751117 92031901

TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 12954548410 9425480289

Net Asset Value Per Share (Restated) 3663 2731

STxL Annual Report 2018-201974

Particulars Note June 302018Taka

June 302019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Standalone

SQUARE TEXTILES LIMITEDStatement of Profit or Loss and other Comprehensive IncomeFor the Year Ended June 30 2019

SALES REVENUE 20 8896244091 6367124698

Cost of Goods Sold 21 (7944893270) (5695595049)

GROSS PROFIT 951350821 671529649

Administrative Expenses 22 (241149856) (221509044)

Selling and Distribution Expenses 23 (12351542) (5834014)

PROFIT FROM OPERATIONS 697849423 444186591

Finance Cost 24 (254157870) (86090059)

Non-Operating Income 25 14014592 7350278

PROFIT BEFORE WPPF amp WF 457706145 365446810

Allocation for WPPF amp WF 26 (21795531) (17402229)

PROFIT BEFORE TAX 435910614 348044581

Provision for Tax (Current) 27 (35860653) (38200677)

Provision for Tax (Deferred) (53587981) (18929976)

PROFIT AFTER TAX FOR THE YEAR 346461980 290913928

(Transferred to the Statement of Changes Equity)

Earning Per Share (EPS)-Restated 28 176 147

STxLAnnual Report 2018-2019 75

Particulars Notes 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

SQUARE TEXTILES LIMITED

Statement of Changes in EquityFor the Year Ended June 30 2019

Tk

Particulars

For the Year Ended June 30 2018

Standalone

Share Retained Total Capital Earnings

Balance as at June 30 2017 1789133790 3663812572 5452946362

Net Profit for the Year ended June 30 2018 - 290913928 290913928

Cash Dividend for the Year 2016-17 - (357826758) (357826758)

Stock Dividend for the Year 2016-17 89456690 (89456690) -

Balance As at June 30 2018 1878590480 3507443052 5386033532 Tk

Particulars

1878590480

-

-

93929520

-

1972520000

3507443052

346461980

(375718096)

(93929520)

1867644611

5251902027

5386033532

346461980

(375718096)

-

1867644611

7224422027

Balance as at June 30 2018

Net Profit for the Year Ended June 30 2019

Cash Dividend for 2017-18

Stock Dividend for 2017-18

Balance from Amalgamation of SQUARE Yarns Ltd

Balance As at June 30 2019

ShareCapital

RetainedEarnings Total

STxL Annual Report 2018-201976

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

SQUARE TEXTILES LIMITEDStatement of Cash FlowsFor the Year Ended June 30 2019

CASH FLOWS FROM OPERATING ACTIVITIES RECEIPTS Receipts from Sales Revenue 8164635258 5711888809Exchange Fluctuation Gain (Realization from Transection) 5569550 2793756 Receipts from Other Income 1928212 523971Total Receipts 8172133020 5715206536 PAYMENTS Payments to Suppliers (6883680753) (4333405344) Paid for Operating and Non-operating Expenses (1710317564) (1569169828) Interest Expenses (214195591) (60997318) Income Tax (50318547) (43108098) Total Payments (8858512455) (6006680588) Net Cash Generated (Used in) from Operating Activities (686379435) (291474052) CASH FLOW FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant amp Equipment (1423584303) (1341726034)Paid for Non controlling Interest for Merger of SYL (9287050) - Net Cash Generated (Used in) from Investing Activities (1432871353) (1341726034)

CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (29219532) 1367067706Short Term Loan from (To) Sister Company 2176613443 687639278Payment of Dividend (375718096) (357826758)

Net Cash Generated (Used in) from Financing Activities 1771675815 1696880226 Increase (Decrease) in Cash amp Cash Equivalents (347574973) 63680140Net effect of foreign currency translation 1834630 613204Opening Cash amp Cash Equivalents 437376799 373083455Cash Balance of SYL from Merger 63710180 - CLOSING CASH amp CASH EQUIVALENTS Tk 155346636 437376799

Net Operating Cash flows per Share (Restated) (348) (148)

Standalone

STxLAnnual Report 2018-2019 77

Particulars 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Standalone

SQUARE TEXTILES LIMITEDSQUARE TEXTILES LIMITEDNotes to the Separate Financial StatementsAs at and for the year ended June 30 2019

1ESTABLISHMENT AND OPERATIONS

11 LEGAL FORM OF THE ENTERPRISES

Square Textiles Limited (Here in after said as the company) is a public limited company incorporated with the Registrar of Joint Stock Companies and Firms Dhaka Bangladesh under Companies Act 1913 The principal activities of the company are described in notes 13

12 ADDRESS OF REGISTERED OFFICE AND FACTORY OF THE COMPANY

The address of the registered office at Square Centre 48 Mohakhali CA Dhaka -1212 Factory at Saradaganj Kashimpur Gazipur and Olipur Habiganj

13 NATURE OF BUSINESS

The company owns Five (5) units of spinning mills and a twisting mill Its activities and operations are related with manufacturing and marketing of Yarns

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATERIAL INFORMATION

21 STATEMENT OF COMPLIANCE

The financial statements have been prepared in conformity with the provisions of the Companies Act 1994 The Securities and Exchanges Rules 1987 and other relevant rules and regulations

22 BASIS OF PREPARATION

The financial statements have been prepared in accordance with the going concern principle and historical cost convention The significant accounting policies are set out below

23 STATEMENT ON COMPLIANCE OF INTERNATIONAL ACCOUNTING STANDARDS

The following IASs and IFRSs are applicable for the financial statements for the year under review

IAS 1 Presentation of Financial StatementsIAS 2 InventoriesIAS 7 Statement of Cash FlowsIAS 8 Accounting Policies Changes in Accounting Estimates and ErrorsIAS 10 Events after the Reporting PeriodIAS 12 Income TaxesIAS 16 Property Plant and EquipmentIAS 19 Employee BenefitsIAS 21 The Effects of Changes in Foreign Exchange RatesIAS 23 Borrowing CostsIAS 24 Related Party DisclosuresIAS 33 Earnings per ShareIAS 34 Interim Financial ReportingIAS 36 Impairment of Assets IAS 37 Provisions Contingent Liabilities and Contingent AssetsIFRS 3 Business Combination IFRS 5 Non-Current Assets Held for Sale amp Discontinued OperationsIFRS 7 Financial Instruments DisclosureIFRS 8 Operating SegmentsIFRS 12 Disclosures of interests in Other EntitiesIFRS 15 Revenue from Contracts with CustomersIFRS 16 Leases

STxL Annual Report 2018-201978

Standalone

24 GOING CONCERN

As per IAS-1 a company is required to make assessment at the end of each year to assess its capability to continue as going concern The 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 liabilities For this reason the Directors continue to adopt the going concern assumption while the financial statements have been prepared

25 ACCRUAL BASIS

The financial statements have been prepared except cash flow information using the accrual basis ofaccounting

26 STRUCTURE CONTENTS AND PRESENTATION OF FINANCIAL STATEMENTS

The presentation of the financial statements is in accordance with the guidelines provided by IAS-1 lsquorsquoPresentation of Financial Statementsrdquo A complete set of financial statements comprise

i) Statement of Financial Position as at June 30 2019ii) Statement of Profit or Loss and other Comprehensive Income for the year ended June 30 2019iii) Statement of Changes in Equity for the year ended June 30 2019iv) Statement of Cash Flows for the year ended June 30 2019 andv) Notes comprising a summary of significant accounting policies and other explanatory information to the Financial Statements for the year ended June 30 2019

27 STATEMENT OF CASH FLOWS

The Statement of Cash Flows is prepared using the direct method as stipulated in International Accounting Standards IAS-7 ldquoStatement of Cash Flowsrdquo

30 PROPERTY PLANT AND EQUIPMENT

As per IAS-16 Property Plant and Equipment are stated at their historical cost less accumulated depreciation No depreciation has been charged on the Freehold Land and on the Capital work in progress Depreciation is charged on all other assets on straight-line method Depreciation of an asset begins when it is available for use ie 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 ceases at the earlier of the date that the asset is classified as held for sale (or included in a disposal group that is classified as held for sale) in accordance with IFRS 5 and the date that the assets are derecognized

Depreciation is computed on the straight-line basis over the estimated useful lives as follows

Factory Building and other Construction

Plant amp Machinery

Laboratory amp other Equipment

Furniture amp Fixture

Motor Vehicles

Electrical Installation

Particulars Useful Life(Years)

20

10-15

5-8

5-8

5

5-8

STxLAnnual Report 2018-2019 79

Standalone

31 IMPAIRMENT OF ASSET

As per IAS-36 Revenue and Profitability of the company is Consistent and net worth of the company is growing every year that indicates our assets are performing at their highest as per our intended procurement and the summation of the discounted future cash flow from the operation of the assets would be positive if we dispose off those assets at the date of financial reporting But presently we have no intension to dispose off these assets As such we did not consider to recording the impairment lossgain

32 INVENTORIES

As per IAS-2 Inventories comprises of Raw Materials Raw Materials in transit Packing Materials Work in Progress Finished Goods Comber Noil and Spare amp Spare Parts in transit Inventories are valued at the lower of cost and net realizable value Cost comprises invoice value plus applicable handling charges Net realizable value is based on estimated selling price less estimated cost to completion and selling expenses

33 EMPLOYEESrsquo SEPARATION PLAN

Provident Fund

The company has established an approved contributory provident fund scheme A board of trustees wholly administers the fund No part of the fund is included in the asset of the group

Gratuity Fund

The Company operates an unfunded gratuity scheme The Company has applied for recognition of the gratuity fund from National Board of Revenue (NBR)

Group Insurance

The group has two group insurance schemes for its permanent employees premium for which is being charged to statement of comprehensive Income

Workerrsquos Profit amp Participation Fund

The company makes a regular allocation of 5 on net profit before tax to these funds and payment is made to the workerrsquos as per provision of Labor Law 2006 chapter-15

34 REVENUE RECOGNITION

As per IFRS-15 Revenue is recognized as control is passed either over time or at a point in time An entity recognizes revenue over time if one of the following criteria is met the customer simultaneously receives and consumes all of the benefits provided by the entity as the entity performs the entityrsquos performance creates or enhances an asset that the customer controls as the asset is created or the entityrsquos performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date

Income refers to increases in economic benefits during the accounting period in the form of inflows or enhancements of assets or decreases of liabilities that result in an increase in equity other than those relating to contributions from equity participants

35 OTHER INCOME

It is recognized when received

36 FOREIGN CURRENCY TRANSACTIONS

As per IAS-21 Transactions in Foreign Currencies are translated into BDT at the rate of exchange ruling on date of transaction Monetary assets and liabilities expressed in foreign currencies are translated into BDT at the rate of exchange ruling at the date of Statement of Financial position

37 BORROWING COSTS

As per IAS-23 Borrowing costs are recognized as expenses in the period in which they incurred and capitalized the same that incurred before commencement of commercial operation

STxL Annual Report 2018-201980

Standalone

38 FINANCIAL INSTRUMENTS

As per IFRS-7 Financial assets and liabilities are recognized on the Statement of Financial Position when the company has become a party to a contractual provision of the instrument

Receivables

Trade Receivables are stated at their nominal value and considered good No provision has been made for doubtful debt and no amount was written off as bad

Payables

Trade Payables are stated at their nominal value

Due to Due from related parties

Due to Due from related parties are stated at nominal value

Borrowings

Interest bearing bank loans and overdrafts are recorded at the proceeds received net of direct issue costs Finance charges are accounted for on an accrual basis

Financial Risk Management

The company has exposures to the following risks its use of financial statements

bull Credit riskbull Liquidity riskbull Market risk

The Board of Directors has overall responsibility for the establishment and oversight of the companyrsquos risk management framework The Board oversees how management monitors compliance with risk management policies and procedures and reviews the adequacy of the risk management framework in relation to risks faced by the group The Board is assisted in its oversight role by Audit Committee Internal audit under the purview of Audit Committee undertakes both regular and adhoc reviews of risk management controls and procedures the results of which are reported to the Audit Committee

Credit Risk

Credit risk is the risk of financial loss to the Company if a buyer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Companys receivable from customers and investment securities The Companys sales are made to renowned RMG Exporting Company Sales made to the entity are fully secured by Letters of Credit issued by local scheduled banks

Liquidity Risk

Liquidity risk is the risk that the Company will unable to meet its financial obligations as they fall due The Companys 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 Companys reputation In general 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 liquidityfund to make the expected payment within due date Moreover the Company seeks to maintain short term lines of credit with scheduled commercial banks to ensure payment of obligations in the event that there is insufficient cash to make the required payment

The requirement is determined in advance through cash flows projections and credit lines facilities with banks are negotiated accordingly

Seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

STxLAnnual Report 2018-2019 81

Standalone

Market Risk

Market Risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the Companys income or the value of its holding of financial instruments The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return

Capital Risk Management

The Companyrsquos objectives when managing capital are to safeguard the Companyrsquos ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Money Laundering

The company considers prevention of money laundering risk not only as a compliance requirement imposed by the law of the country but also as one of its ethical business values

39 LEASE

As per IFRS-16 The entity has no lease So there will be no implication regarding IFRS 16 in this financial year

310 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprises cash in hand bank currents accounts other bank deposits free of encumbrance and having maturity dates of three months or less from respective dates of deposit

311 TAXATION

Income tax expense represents the sum of the tax currently payable and deferred tax

Current Tax

The tax currently payable is based on taxable profit for the year Taxable profit differs from profit as reported in the statement of Comprehensive Income because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible in other years and it further excludes items that are never taxable or deductible The companyrsquos liability for current tax is calculated using tax rates that have been enacted on date of Statement of Financial Position

Deferred Tax

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the balance sheet liability method Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized based on tax rates (and tax laws) that have been enacted by the date of Statement of Financial Position

312 CONTINGENT LIABILITIES AND ASSETS

Current or possible obligations or assets arising from past events and whose existence is due to the occurrence or non-occurrence of one or more uncertain events which are not within the control of the company

313 RELATED PARTY TRANSACTION

The company has some related party transactions in arm length transactions with its sister concern

STxL Annual Report 2018-201982

Standalone

314 MERGED WITH SQUARE YEARNS LIMITED

As the project of Square Yarns Limited (SYL) is located within the premises of Square Textiles Limited (STxL) at Saradaganj Kashimpur Gazipur the separated operations of various aspects of SYL is a complex one Since STxL holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Board of Directors have recommended for amalgamation under provision of section 228 amp 229 of the Companies Act 1994

The process of merger

After approval of Board of Directors and consent of minority shareholders the Honrsquoble High Court Division of the Supreme Court of Bangladesh has sanctioned the scheme of amalgamation of Square Yarns Ltd (SYL) share with Square Textiles Ltd (STxL) on 29th October 2018 The merger has been executed with effect from January 01 2019

Purchase consideration

Square Textiles Limited holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Compensation of the minority shareholders is based on cash at a book value of shares as on 30 June 2017 subject to approval by the Court of Jurisdiction Honrsquoble High Court Division of the Supreme Court of Bangladesh

IFRS Followed for the Business Combination

IFRS-3 (Business Combinations) is mainly followed for the amalgamation of Square Yarns Ltd with Square Textiles Ltd on the basis of equity

AS per paragraph 5 of IFRS-3 ldquoApplying the acquisition method requires

(a) Identify the acquirer(b) Determining the acquisition date(c) Recognizing and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquire and(d) Recognizing and measuring goodwill or a gain from a bargain purchaserdquo

315 SEGMENT REPORTING

As per IFRS-8 As there is a single business and geographic segment within which the company operates as such no segment reporting is felt necessary

316 EARNINGS PER SHARE

As per IAS-33 Basis Earning per Share (EPS) has been computed dividing the earnings attributable to the weighted average number of the ordinary shares during the period

317 COMPARATIVE FIGURE

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 years financial statements Previous year comparative information of the Statement of Profit or Loss and other Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows are presented as unaudited

318 FINANCIAL YEAR

For this year financial year means July 01 2018 to June 30 2019

319 EVENTS AFTER THE REPORTING PERIOD

As per IAS-10 ldquoEvents after the Reporting Periodrdquo are those events favorable and unfavorable that occur between the end of the reporting period and the date when the financial statements are authorized for issue There are no events after the end of the reporting period

320 GENERAL

Figures have been rounded off to the nearest taka as it the reporting currency of these financials

STxLAnnual Report 2018-2019 83

4 PROPERTY PLANT amp EQUIPMENT TK 5374733212

Details of Property Plant amp Equipment and Depreciation as at June 30 2019 are shown in the annexed schedule-02 Depreciation for the year charged to Factory Overhead (Note-213) The break-up of the balances are depicted below

Fixed Assets at Cost Opening Balance 5985889409 5808792102Balance of SYL after Merger 1825727192 -Addition during the Year 2142853713 183407307Sale Obsolete during the Year (210214508) (6310000)Closing Balance(Cost) 9744255806 5985889409Accumulated Depreciation Opening Balance 2984070313 2750311205Balance of SYL after Merger 1205388269 -Charged during the Year 385899069 240069108Adjustment for saleObsolete (205835057) (6310000)Closing Balance 4369522594 2984070313Carrying Value 5374733212 3001819096

Tk

5 CAPITAL WORK IN PROGRESS TK 693644112 Opening Balance 1408534071 250215344 Addition during the Year 648499835 1339861443 Transfer to Property Plant amp Equipment (1363389794) (181542716) Closing Balance(Cost) 693644112 1408534071

The Capital work in progress includes Civil construction (Tk 265571949) Plant and Machinery (Tk 1024773048) and other Assets (Tk 73044797) This year it has been transferred to Non-current assets is completed and ready for use as per management intention

6 INVESTMENT- LONG TERM (AT COST) TK 489333879

This represents investments in shares of Square Yarns Ltd amp Square Texcom Ltd

a) Investment in Share of Square Yarns Limited - 95000000(950000 Shares of Tk 100 each)

b) Investment in Shares of Square Texcom Limited 65783760 65783760 (95000 Shares of Tk 100 each) c) Advanvce against Share Money Deposit of Square Texcom Limited 423550119 423550119 (95000 Shares of Tk 100 each) 489333879 584333879

1) Square Yarns Limited a Private limited company incorporated under Companies Act 1994 has Merged with Square Textiles Ltd from January 01 2019

2) Square Texcom Limited a private limited company incorporated under Companies Act 1994 a

Tk

STxL Annual Report 2018-201984

Tk

Particulars June 302018Taka

June 302019Taka

Notes Standalone

7 INVENTORIES TK 2821819716 Stocks of Raw Materials 2587607181 1267037971

Raw Materials 2157356247 987719563Raw Materials In Transit 95897741 77114929Packing Materials 17022366 10534616Work - in - process 118430636 42694518Finished Goods 198900191 148974345 Stocks of Spares 234212535 211514198

Spares at Store 227623673 194217841 Spares in Transit 6588862 17296357 Tk 2821819716 1478552169

The basis of valuation is stated in Note -32 carrying amount of inventories pledged as security 8 ACCOUNTS RECEIVABLE TK 2993583494

This represents invoice value of goods delivered to customer This is considered good and collectible

Aging of the above balance is as follows Below 60 days 1384809142 864286947 Within 61-120 days 1181647848 902795356 Above 120 days 427126504 232752364 Tk 2993583494 1999834667

a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person b) The carrying amount of Trade Debtors pledged as security c) Accounts Receivable is secured considered as good and is falling due within one year Classification schedule as required by Schedule XI of Companies Act 1994

9 ADVANCES DEPOSITS amp PREPAYMENTS TK 264470342

This is made up of the followings Advances 193246899 334833685

Income Tax 43637491 125021010Salary amp PF Current account 1181000 1995000 Other Expenses 17173605 14458064 Suppliers amp Contractor 131254803 193359611

Deposits 71223443 56352824 Security Deposit 63127583 49539729

Margin of Bank Guarantee 8095860 6813095 Tk 264470342 391186509

(a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person (b) There was no amount was due by the associated undertaking (c) The advances amp deposits considered good amp recoverable 10 SHORT TERM LOAN TK 161617019

Loan To Square Texcom Limited 161617019 123843099 Short Term Loan Given 161617019 123843099

The above amount is unsecured but considered good and bears interest 1 above the commercial Banks interest rate

STxLAnnual Report 2018-2019 85

Particulars June 302018Taka

June 302019Taka

12SHARE CAPITAL TK 1972520000

This is made up of the followingsAuthorized300000000 Ordinary Shares of Tk 1000 each 3000000000 3000000000

Issued Subscribed and Paid upOpening Balance 1878590480 1789133790Bonus Share Issued 93929520 89456690(9392952 Ordinary Shares of Tk 1000 each fully Paid up) 1972520000 1878590480

11 CASH amp CASH EQUIVALENTS TK 155346636

This is made up of the followings Cash in Hand 4717640 5619110 Cash at Bank 150628996 431757689 Tk 155346636 437376799

Foreign currency account balances have been converted to Taka at the ruling rate at the reporting date

Shareholders Group Number of Investors Number of Shares

SponsorsDirectors 7 121959707 62 62Foreigners 5 6572330 3 6 Institutions 238 41857739 21 19 General Public 17194 26862224 14 13Total 17444 197252100 100 100

Percentageof ShareHolding

2018-2019

Percentageof ShareHolding

2017-2018

Distribution schedule of each class of equity security setting out the number of holders and percentage as on June 30 2019

The position of shareholders as on June 30 2019 is as follows

Less than 500 shares500 to 5000 shares5001 to 10000 shares10001 to 20000 shares20001 to 30000 shares30001 to 40000 shares40001 to 50000 shares50001 to 100000 shares100001 to 1000000 sharesOver 1000000 shares

As per FolioNo of holders Holdings No of holders Holdings

Range of Holdings As per BO ID Total shareHolding In

Total

1081471 6162011 3060520 3543547 1871659 1468145

898718 3076833

14476740 94723423

130363067

1387525 6467477 3119367 3601999 1926137

1533907 1039509 3416526

16907255 157852298 197252000

070328158183098078053173857

800310000

306054 305466

58847 58452 54478 65762

140791 339693

2430515 63128875 66888933

89703762

439255

784320455211

13675

3464268

84223459

3769

Tk

STxL Annual Report 2018-201986

Particulars June 302018Taka

June 302019Taka

Notes Standalone

13 RETAINED EARNINGS TK 5251902027Opening Balance 3507443052 3663812572Add Net income during the Year 346461980 290913928Less Cash Dividend paid during the Year (375718096) (357826758)Less Appropriation for stock dividend during the Year (93929520) (89456690)Add Balance from Amalgamation of SQUARE Yarns Ltd 1867644611 - 5251902027 350744305214 DEFERRED TAX LIABILITY TK 235701174 Opening Balance 128579505 109649529Deferred Tax Liabilities of SYL after Merger 53533688 -Deferred Tax Liabilities 53587981 18929976Closing Balance 235701174 128579505

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

a) Deferred Tax Liability is arrived at as follows Carrying Value of Depreciable Fixed Assets 4734224195 2367972537Less Tax Base Carrying Value (3162883038) (1510775836)Taxable Temporary Difference 1571341157 857196701Tax Rate 1500 1500Closing Deferred Tax Liability 235701174 128579505Less Opening Deferred Tax Liability (128579505) (109649529)Less Deferred tax Liabilities of SYL after Merger (53533688) -Deferred Tax (Income) Expense 53587981 18929976

15 SHORT TERM BANK LOAN (SECURED) TK 3055112511 Bank Overdraft 15264 5569544Revolving Loan 800000000 - Loan ag Export Bill Discount 616960527 -Deferred LC Loan 1638136720 2892185121 3055112511 2897754665

These short term loans are secured against hypothecation of Stock and Accounts Receivable

16 CREDITORS amp OTHERS PAYABLE TK 64229574 Creditors amp Others Payable 64229574 79467584 64229574 79467584

This represents amount payable to regular suppliers of packing materials utilities and other services rendered to the company All suppliers were paid on a regular basis

17 LIABILITIES FOR OTHER FINANCE TK 135543502 Retention Money 238218 1714756WPPF amp Other Fund 21795531 17402229Provision for Gratuity 30026145 -Others 83483608 97857956 135543502 116974941

18 SHORT TERM LOAN TK 2168788505

This is made up as follows Loan From Sqaure Pharma Ltd 2168788505 1385741Loan from Square Yarns Ltd - 723252420Short Term Loan Received 2168788505 724638161

Tk

Tk

STxLAnnual Report 2018-2019 87

Particulars June 302018Taka

June 302019Taka

Kg

Kg

Kg

Tk

20 SALES TK 8896244091

Sales Comprises the following In Quantity (KG) Opening Stock 621995 451690Balance from Square Yarns Ltd after Merger 142535 -Production during the Year 33622604 22925478Available for Sale 34387134 23377168Closing Stock (778048) (621995)Sales during the year 33609086 22755173(To be accounted for as follows)

Sales Accounted as followsExport Sale of Yarns 33609086 22755173

In TakaExport Sale of Yarns 8896244091 6367124698 8896244091 6367124698

19 PROVISION FOR INCOME TAX TK 70751117

Opening Balance 92031901 182829429Provision for tax Liabilities of SYL after Merger 101744149 -Adjustment with Advance Tax (158885586) (128998205)Provision made for the period 35860653 38200677 Closing Balance 70751117 92031901 Tk

Tk

Tk

Kg

21 COST OF GOODS SOLD TK 7944893270

This is arrived as follows Raw Materials Consumed (Note-211) 6040169162 4139044400Packing Materials Consumed (Note-212) 85725202 60165053Factory Overhead (Note- 213) 1890941844 1532471751Cost of Goods Manufactured 8016836208 5731681204Work-In-Process (Opening) 42694518 59965200Balance from Square Yarns Ltd after Merger 21309456 -Work-In-Process (Closing) (118430636) (42694518)Cost of Production 7962409546 5748951886Finished Goods (Opening) 148974345 95617508Balance from Square Yarns Ltd after Merger 32409570 -Finished Goods (Closing) (198900191) (148974345)Cost of Goods Sold 7944893270 5695595049

211 RAW MATERIALS CONSUMED TK 6040169162This is arrived as follows In Quantity(KG) Opening Stock 5489560 4944183Balance from Square Yarns Ltd after Merger 1020315 -Purchase during the year 43559269 25293343Raw Materials Available for Consumption 50069144 30237526Closing Stock (13938950) (5489560)Raw Materials Consumed 36130194 24747966 In Taka Opening Stock 987719563 898396232Balance from Square Yarns Ltd after Merger 384898444 -Purchase during the year 6824907402 4228367731Raw Materials Available for Consumption 8197525409 5126763963Closing Stock (2157356247) (987719563)Raw Materials Consumed 6040169162 4139044400

STxL Annual Report 2018-201988

Particulars June 302018Taka

June 302019Taka

Notes Standalone

Tk

213 FACTORY OVERHEAD TK 1890941844

Factory Wages Salary amp Allowances 661387598 450721594Travelling amp Conveyance 207830 44614Overseas Travelling 430311 74089Recruitment amp Training Expenses 85417 54128Printing Expenses 212586 134378Stationery Expenses 1413673 1053633Software amp Hardware Support Expenses 2135815 2706564Production Workers Free Lunch 3415844 3015008Uniform amp Liveries 312376 196760Fuel Petrol Light Diesel etc 50462674 128243449Electricity Gas amp Water 542049700 482485291Factory Consumable Expense 38936851 38931107Medical Expenses 986078 546904Repairs amp Maintenance of Vehicles 12622607 13433252Papers Books and Periodicals 47430 14810Industrial All Risk Insurance Premium 12901183 8018556Postage Telephone Fax amp Telex 322295 172732GovtTax VAT amp License Fees 3028921 2265498Security Services 12022875 9480475Spare Parts - Machinery 161055120 150006480Group Insurance 1005591 803321Depreciation (Schedule-1) 385899069 240069108Total 1890941844 1532471751Tk

212 PACKING MATERIALS CONSUMED TK 85725202 This is arrived as follows Opening Stock 10534616 5547666Balance from Square Yarns Ltd after Merger 1571692 -Purchase during the Year 90641260 65152003Available for production 102747568 70699669Closing Stock (17022366) (10534616)Packing Materials Consumed 85725202 60165053

22 ADMINISTRATIVE OVERHEAD TK 241149856Salary and Allowances 103615094 108724229Directors Remuneration 39316356 35765796Travelling amp Conveyance 787255 742403Overseas Travelling 45579569 29503189Recruitment amp Training Expenses 498034 537760Head Office Employees Free Lunch 1420763 1704421Uniform amp Liveries 144862 127474Printing Expenses 457113 373937Stationery Expenses 141316 602440Software amp Hardware Support Expenses 2154485 1788846Postage Telephone Fax amp Telex 446807 401380Electricity Gas amp Water 3155391 2080483Office Consumable Expense 2205529 2733279Rental Expenses 13110862 9080468Vehicles Running amp Maintenance 9536650 12259975Medical Expenses 648382 364123Group Insurance 447475 396097Bank Charges amp Commission 3155465 607384Fees amp Subscription 9176769 10798087Security Service 463185 468840Govt Tax Stamp Duty amp Licence Fees 2757142 581295Annual General Meeting Expenses 1390277 1536628Audit Fees 541075 330510Total 241149856 221509044

a) Audit Fees represent auditors remuneration for audit of the Companys Financial Statements for the Year ended Tk

STxLAnnual Report 2018-2019 89

Particulars June 302018Taka

June 302019Taka

This is arrived as follows Export Sale Expenses 8793560 4852662Loading amp unloading 3557982 981352Total Tk 12351542 5834014

24 FINANCE COST TK 254157870 Interest on Short Term Loan 254157870 86090059 Tk 254157870 86090059

Interest expenses is derived from short-term loan and is recognized on an accrual basisThe finance cost includes no interest on any sort of borrowing from directors including managing director and managers

25 NON-OPERATING INCOME TK 14014592This is made up as follows Interest Income 5047362 3943318GainLoss on Disposal of Assets 1563049 -Forex Exchange Rate Fluctuation Gain (Loss) 7404181 3406960 14014592 7350278

26 ALLOCATION FOR WPPF amp WF TK 21795531

Tk 21795531 17402229

This represents 5 of Net Income before Tax after charging the allocation as per provisions of the Companies Profit under Labour Law 2016

27 PROVISION FOR INCOME TAX FOR THE YEAR TK 35860653

Tk 35860653 38200677

This represents estimated Income Tax on Net Income for the year and adjustment any shortexcess provision for prior years

28 EARNINGS PER SHARE (EPS)

The Computation is given below

Earning attributable to Ordinary Shares including other income 346461980 290913928Number of Ordinary shares 197252000 197252000Earnings Per Share (EPS) 176 147

Tk

23 SELLING amp DISTRIBUTION OVERHEAD TK 12351542

Tk

STxL Annual Report 2018-201990

Particulars June 302018Taka

June 302019Taka

Notes Standalone

2801 NET ASSET VALUE (NAV) PER SHARE The Computation is given below

Equity Attributable to the Owners of the Company 7224422027 5386033532Number of Ordinary shares 197252000 197252000

Net Asset Value (NAV) Per Share 3663 2731

2802 NET OPERATING CASH FLOWS PER SHARE (NOCFPS)

The Computation is given below Net Cash Generated (Used in) from Operating Activities (686379435) (291474052)Number of Ordinary shares 197252000 197252000 Net Operating Cash flows per Share (NOCFPS) (348) (148)

2803 RECONCILIATION OF NET PROFIT WITH CASH FLOWS FROM OPERATING ACTIVITIES

The Computation is given below Profit After Tax 346461980 290913928

ADJUSTMENT TO RECONCILE NET PROFIT TO NET CASH PROVIDED BY OPERATING ACTIVITIES

Non-cash Expenses 439487050 258999084Depreciation 385899069 240069108Deferred Tax 53587981 18929976 Non-Operating Items 38481232 (181591)Interest Expenses (Income) on Sister Company Loan 40315862 431613Net effect of foreign currency translation (1834630) (613204) Changes in working Capital (1510809697) (841205473)(Increase)Decrease in Inventories (791902028) (151858905)(Increase)Decrease in Accounts Receivable (731608833) (655235889)(Increase)Decrease in Advances Deposits amp Prepayments 172463124 74070702Increase(Decrease) in Creditors amp Others Payable (45062380) 14083073Increase(Decrease) in Liabilities for Other Finance 8325352 (31466926)Increase(Decrease) in Income Tax Payable (123024932) (90797528) Net Cash Generated (Used in) from Operating Activities (686379435) (291474052)

STxLAnnual Report 2018-2019 91

Particulars June 302018Taka

June 302019Taka

29 APPROPRIATION DURING THE YEAR

The appropriations for the year 2017-18 have been reflected in the Statement of Changes in Equity The Board of Directors proposed cash dividend of Tk 2 (Taka Two) only per share for the year 2018-19 It will be recognized as liability in the accounts as and when the proposal approved by the shareholders in the Annual General Meeting (AGM) The total amount of Proposed Cash Dividend for the year 2018-19 is calculated at Tk 394504000

30NUMBER OF EMPLOYEES

The Number of employees and expenses incurred for employees during the year as follows No of Employees Below Tk 7188000 pa - - Tk 7188000 and Above 3965 2427 3965 2427

Amount in Taka Below Tk 7188000 pa - -Tk 7188000 and Above 765002692 559445823 765002692 559445823

There is no SalaryWagesRemuneration below Tk5990- per month with wef May 2018

Tk

31 KEY MANAGEMENT PERSONNEL COMPENSATION

During the year the amount of compensation paid to Key Management Personnel including Board of Directors is as under (As para 17 of IAS 24)

Short Term Employee Benefits 105681755 102961001Post Employment Benefits 7380189 5544772Other Long Term Benefits - - Termination Benefits - - Share Based Payment -

32CAPITAL EXPENDITURE COMMITMENT Contract for capital expenditure are being executed by the Contractors and running bills are accounted for but the unfinished contracts has not been reflected in this Financial Statements

33 CLAIM ACKNOWLEDGEMENT

There was no claim against the Company not acknowledged as debt as on June 30 2019

34 CONTINGENT LIABILITY 341 Contingent Liability of the Company was Tk 1297220698- as on June 30 2019 for opening LCs by the banks in favour of foreign suppliers for raw materials and spares

342 There was no facts and figures for which the company has contingent liability to any party other than to Banks as on June 30 2019

STxL Annual Report 2018-201992

Particulars June 302018Taka

June 302019Taka

Notes Standalone

35 PRODUCTION CAPACITY AND UTILIZATION

Capacity Installed No of Spindles Installed 122976 81648No of Rotor Heads Installed 3960 3960No of Vortex Heads Installed 2784 672

Capacity Utilised No of Spindles Operated 122976 81648No of Rotor Heads Operated 3960 3960No of Vortex Heads Operated 2784 672

Production Target (In Kg) -At Equivalent 30s Count (Ring Yarn) 18171216 9944673- At Equivalent 14s Count (OE Yarn) 9042222 10043927- At Equivalent 30s Count (Vortex Yarn) 7927500 2450000 35140938 22438600

Actual Production (In Kg) -At Equivalent 30s Count (Ring Yarn) 17617160 9400675- At Equivalent 14s Count (OE Yarn) 8722390 9810863- At Equivalent 30s Count (Vortex Yarn) 7642423 2388957 33981973 21600495

During the last few years we had to face hard competition in the national amp international market To cope with the situation we have adopted multiple product mix to attain high margin as strategy of value addition through product differentiation Hence we have restated the production capacity installation criterion and actual production quantity to make them (The production data) equivalent amp comparable

36 DIVIDEND PAID TO THE SHAREHOLDERS

During the year under review total cash dividend amounting to Tk 375718096 has been paid to the shareholders

37 CREDIT FACILITY There was no credit facility available to the Company under any contract other than bank credit facility and trade credit available in the ordinary course of business

38 EVENT AFTER THE BALANCE SHEET DATE Events after the reporting date that provide additional information about the Companys position at the reporting date are reflected in the financial statements Events after the reporting date that are not adjusting events are disclosed in the notes when material

STxLAnnual Report 2018-2019 93

Particulars June 302018Taka

June 302019Taka

Tk

Tk

39 RELATED PARTY TRANSACTION During the year the Company carried out a number of transactions with related parties in the normal course of business and on an arms length basis The name of related parties nature of relationship and their total value have been set out in accordance with the provisions of IAS 24 Related Party Disclosure Transaction with Sqaure Pharma Ltd (SPL)

Total Received during the year (3061606816) (93100563)Total Paid during the year 892818311 91714822 Closing Balance- Receivable (Payable) (2168788505) (1385741)

Transaction with Square Yarns Ltd (SYL) Total Received during the year (876285713) (798264528)Total Paid during the year 876285713 75012108 Closing Balance- Receivable (Payable) - (723252420)

Transaction with Square Texcom Ltd (STcL) Total Received during the year (130056473) (64625981)Total Paid during the year 291673492 188469080 Closing Balance- Receivable (Payable) 161617019 123843099

Transaction with Aegis Services Ltd(ASL) Total Service Received during the year (14459802) (9648537)Total Paid during the year 14459802 9648537 Closing Balance- Receivable (Payable) - - Transaction with Square Informatix Ltd(SIL) Total Service Received during the year (4634990) (9716257)Total Paid during the year 4634990 9716257 Closing Balance- Receivable (Payable) - -

Tk

Tk

Tk

Tk

Tk

Tk

Transaction with Square Hospitals Ltd(SHL) Total Service Received during the year (1443070) (423274) Total Paid during the year 1443070 423274 Closing Balance- Receivable (Payable) - -

Transaction with Square Fashions Ltd(SFL) Total Received during the year (641034460) (975593483) Total Goods Delivered during the year 960267603 1163792468 Closing Balance- Receivable (Payable) 319233143 188198985

Transaction with Square Denims Ltd (SDL) Total Received during the year (351425562) (293316287) Total Goods Delivered during the year 527379307 459213857 Closing Balance- Receivable (Payable) 175953745 165897570 Transaction with Square Apparels Ltd(SApL) Total Received during the year (124156287) (165245535)Total Goods Delivered during the year 229716558 298653172 Closing Balance- Receivable (Payable) 105560271 133407637

Tk

40 APPROVAL OF ACCOUNTS

These financial statements have been approved by the board on October 22 2019

STxL Annual Report 2018-201994

Particulars June 302018Taka

June 302019Taka

Notes Standalone

SQU

ARE

TEX

TILE

S LI

MIT

EDSc

hedu

le o

f Pro

pert

y P

lant

and

Equ

ipm

ent

Prop

erty

Pla

nt a

nd E

quip

men

t - T

k 5

374

733

212

Sche

dule-

02

C O

S T

D E P

R E C

I A T

I O N

Durin

g the

perio

dDu

ring t

he Pe

riod

PART

ICULA

RS

At 01

st July

2018

Balan

ce of

SYL

Amalg

amati

on

Janua

ry 1

2019

Balan

ce of

SYL

Amalg

amati

on

Janua

ry 1

2019

At 30

th Jun

e20

19

Writt

enDo

wn Va

lueas

at30

th Ju

ne20

19

At 01

st July

2018

At 30

th Jun

e20

19Ad

dition

s Sa

lesO

bsole

tes

Char

ged

Adju

stmen

ts

As at

June

30

201

9

As at

June

30

201

8

18

257

271

92 -

59

858

894

09

580

879

210

2 2

1428

5371

3

1834

0730

7

(210

214

508

) (6

3100

00)

974

4255

806

598

5889

409

298

4070

313

275

0311

205

120

5388

269 -

436

9522

594

298

4070

313 5

374

733

212

3

0018

1909

6

(205

8350

57)

(631

0000

)

3858

9906

9

2400

6910

8

Land

amp La

nd D

evelo

pmen

tBu

ildin

g-Fa

ctor

y amp U

tility

Build

ing-

Othe

rsSh

eds

Plan

t amp M

achi

nery

Labo

rato

ry Eq

uipm

ent

Elect

rical

Insta

llatio

nGa

s Lin

e Ins

talla

tion

Mot

or V

ehicl

esOffi

ce Eq

uipm

ent

Furn

iture

amp Fi

xtur

eCo

mpu

ter

Softw

are

Boun

dary

Wall

Deep

Tube

-Well

Safe

ty amp

Secu

rity E

quipm

ent

Commu

nicatio

n and

Netwo

rk Equi

pment

Othe

r Ass

ets

633

846

559

6

477

873

52

254

718

884

1

611

116

0 3

991

309

204

2

210

444

1

774

942

49

42

317

459

137

827

441

1

229

926

4 1

000

095

2 3

317

912

-

4

725

461

3 2

506

125

5

953

25

39

665

78

23

258

88

66

624

58

179

260

468

1

071

728

35

-

14

498

294

67

445

000

4

257

867

2 1

361

072

2

824

500

0 2

627

836

4

804

977

7

683

50

-

-

224

675

4

151

00

236

000

1

095

282

-

90

801

244

64

277

447 -

974

618

773

4

450

00

42

578

672

13

610

72

22

922

196

13

967

97

47

870

86

521

088

-

-

1

436

89

404

938

1

126

08

10

176

59

640

509

017

1

146

721

449

3

618

917

19

16

111

160

69

013

080

76

18

463

719

299

886

718

4

367

853

1 1

819

953

74

17

154

622

23

475

687

43

627

73

23

000

00

48

470

259

27

308

00

22

435

07

47

625

78

28

189

817

640

509

017

7

366

284

97

158

546

449

1

237

326

3

530

237

381

1

629

467

0 1

300

746

90

19

301

413

69

425

260

42

764

47

95

385

16

912

042

2

245

238

3

055

049

4 7

296

0 1

062

038

9

480

48

22

872

726

-

-

-

-

(196

954

232

) -

-

-

(8

748

843

) (1

319

82)

-

-

-

-

-

-

-

-

-

31

660

886

13

184

665

742

395

2

878

564

21

276

580

1

850

958

1 2

087

291

2

347

721

1 1

256

420

4

786

54

433

039

5

476

2 2

378

459

8

026

2

368

67

368

348

2

889

464

-

410

092

952

2

033

452

70

14

873

834

33

710

706

95

21

690

49

169

812

028

2

437

711

8 1

125

701

14

12

878

175

13

937

171

34

507

31

54

762

17

919

765

26

578

40

11

814

69

38

145

30

53

170

91

-

287

630

822

1

258

831

58

14

131

439

23

055

497

33

14

474

69

108

723

775

2

092

875

5 7

491

955

0 1

035

694

0 8

671

431

2

496

604

-

1

554

130

6 2

506

125

5

396

64

33

335

74

14

099

68

-

-

-

-

(198

057

526

) -

-

-

(1

202

500

0) (1

319

82)

-

-

-

-

-

-

-

-

-

319

673

629

-

-

1

658

226

931

1

580

827

5 7

981

379

7 -

27

947

933

23

595

04

86

697

58

276

511

2

300

000

1

215

646

-

1

233

082

5

600

00

24

768

647

Financial Statement 2018-2019

Directorsrsquo Report - 97 Auditorsrsquo Report - 99 Statement of Financial Position - 100

Statement of Profit or Loss and other Comprehensive Income - 101 Statement of Changes in Equity - 102 Statement of Cash Flows - 103

Square Texcom Ltd

Subsidiary

I have the pleasure on behalf of the Board of Directors to submit to you its Report along with its audited accounts containing the Statement of Financial Position as of June 30 2019 Statement of Profit or loss and other Comprehensive Income Changes in Equity and Cash Flows for the year ended June 30 2019 and the Auditors Report thereon in terms of the provisions of section 184 of the Companies Act 1994 and IAS codes OPERATIONAL RESULTS

The operational performance during the years 2017-2018 and 2018-2019 are as follows

In million Particulars 2018-19 2017-18

Turnover 93472 87964 Gross Profit 9679 9665 Net Profit (AT) 2008 3428 Gross Margin 1035 1099 Net Margin (AT) 215 390 Earning Per Shares 20082 34275 Par value Tk 100

The above reveals that the Turnover and Gross Profit increased by 626 015 respectively but Net Profit (AT) decreased by 4141 during year under review MARKET OPERATIONS

Similar to the Square Textiles Limited Square Texcom Limited has been also based on exports at almost 100 level with less than significant local sales This is in line with the grouprsquos policy of export production in the greater interest of the Company

SHAREHOLDING

The Company has issued total of 100000 share of Tk 100 each The present share-holding pattern of the company is as follows

Name of the Shareholders

Shareholding (shares)

()

Mr Samuel S Chowdhury 1166 1166

Mr Tapan Chowdhury 1166 1166

Mr Anjan Chowdhury 1166 1166

Mrs Ratna Patra 1166 1166

Mrs Anita Chowdhury 336 0336

Ms Square Textiles Ltd 95000 9500

Total - 100000 10000

On the basis of the above shareholdings Square Texcom Ltd has the status of subsidiary to Square Textiles Limited BOARD OF DIRECTORS

The following persons are the Members of the Board of Directors of the Company Mr Samuel S Chowdhury Chairman Mrs Ratna Patra Vice-Chairman Mr Anjan Chowdhury Managing Director Mr Tapan Chowdhury Director Mrs Nihad Kabir Director (Nominee of Square Textiles Ltd) Assets Turnover Profit Tk in million

SQUARE TEXCOM LIMITED

Directorsrsquo Report to the Members for the year ended 30 June 2019

STxLAnnual Report 2018-2019 97

2008

CAPITAL EXPENDITURE

A contract for capital expenditure are being executed by the Contractors and running bills are accounted for but the unfinished contracts has not been reflected in this Financial Statements

APPROPRIATION OF PROFIT Though the Company earned a respectable level of profit Tk 20082 per share the Board of Directors decided to transfer the entire profit to the General Reserve for ploughing back in the long term interest of the shareholders As such the Board of Directors did not recommend for declaration of any dividend for the year 2018-2019 FINANCIAL POSITION

The Statement of Financial Position as on 30 June 2019 Statement of Profit or Loss and other Comprehensive Income Change in Equity and Cash Flows ended at 30 June 2019 are place herewith APPOINTMENT OF AUDITORS

Ms Chowdhury Bhattacharjee amp Co Chartered Accountants Auditors of the Company retire at this Annual General Meeting and being eligible have offer themselves for appointment as Auditors for the year 2019-2020 and re-fixation of their remuneration

ACKNOWLEDGEMENT

The Board of Directors thankfully acknowledge the devotion and dedication of all the workers employees and officers without which the Companyrsquos operation could not have attained the successes as reported above The Board also record with appreciation the support service and co-operation rendered by all concerned Samuel S Chowdhury Chairman

Square Texcom Limited Directorsrsquo Report

STxL Annual Report 2018-201998

AUDITORS REPORTIndependent Auditors Report to the Shareholders ofSquare Texcom Limited

Opinion

We have audited the accompanying Financial Statements of Square Texcom Limited which comprises the Statement of Financial Position as at 30 June 2019 Statement of Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows for the year then ended and Notes to the Financial Statements including a summary of significant accounting policies

In our opinion the Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) give a true and fair view of the state of the companyrsquos affairs as at 30 June 2019 and of the results of its operations and its Cash Flows for the year then ended and comply with the Companies Act 1994 and other applicable laws and regulations

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) Our Responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report We are independent of the Company in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevent to our audit of the Financial Statements and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with International Financial Reporting Standards (IFRSs) the Companies Act 1994 and other applicable laws and regulations This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of 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

In preparing the Financial Statements management is responsible for assessing the Companys ability to continue as a going concern desclosing as applicable matters related to Going Concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so

Those charged with govrnance are responsible for overseeing the Companys financial reporting process

Auditors Responsibilities for the Audit of the Financial Statements

Our responsibility is to express an opinion on these Financial Statements based on our audit We conducted our audit in accordance with International Standards on Auditing (ISA) Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 auditorrsquos 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 entityrsquos 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 entityrsquos internal control An audit also includes evaluating 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

Place DhakaDated October 01 2019

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of account as required by law have been kept by Square Texcom Limited so far as it appeared from our examination of those books and

The Companyrsquos Statement of Financial Position Statement of Comprehensive Income and its Statement of Cash Flows dealt with by the report are in agreement with the books of account

(i)

(ii)

(iii)

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

Further to our opinion in the above paragraph we state that

STxLAnnual Report 2018-2019 99

SQUARE TEXCOM LIMITEDStatement of Financial PositionAs at June 30 2019

ASSETS NON-CURRENT ASSETS 669463993 707305663Property Plant amp Equipment- Carrying Value 638367040 690592118Capital Work In Progress 31096953 16713545

CURRENT ASSETS 598985345 460008024Inventories 286949732 166614746Accounts Receivable 261286264 216416781Advances Deposits amp Prepayments 25463273 24687001Cash amp Cash Equivalents 25286076 52289496 TOTAL ASSETS Tk 1268449338 1167313687

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 298774127 278691935Share Capital 10000000 10000000Retained Earnings 288774127 268691935 NON-CURRENT LIABILITIES 467176130 459166119Share Money Deposit 423550119 423550119Deferred Tax Liability 43626011 35616000 CURRENT LIABILITIES amp PROVISIONS 502499081 429455633Short Term Bank Loan (Secured) 315747122 285746054Creditors amp Others Payable 7347077 8830192Liabilities for Other Finance 9630636 6610187Short Term Loan 161617019 123843099Provision for Income Tax 8157227 4426101 TOTAL SHAREHOLDERS EQUITY amp LIABILITIES Tk 1268449338 1167313687

Net Asset Value Per Share 298774 278692

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxL Annual Report 2018-2019100

Particulars June 302018Taka

June 302019Taka

SQUARE TEXCOM LIMITEDStatement of Profit or Loss and Other Comprehensive IncomeFor the Year ended June 30 2019

SALES REVENUE 934721283 879640842

Cost of Goods Sold (837931175) (782995713)

GROSS PROFIT 96790108 96645129

Administrative Expenses (31431439) (37124155)

Selling amp Distribution Expenses (2329503) (1767531)

PROFIT FROM OPERATION 63029166 57753443

Finance Cost (25947910) (14474368)

Non-operating Income 980645 374424

PROFIT BEFORE WPPF amp WF 38061901 43653499

Allocation for WPPF amp WF (1812471) (2078738)

PROFIT BEFORE TAX 36249430 41574761

Provision for Tax (Current) (8157227) (2105611)

Provision for Tax (Deferred) (8010011) (5193958)

PROFIT AFTER TAX FOR THE PERIOD Tk 20082192 34275192

(Transferred to the Statement of Changes in Equity)

No of Share=100000

Earnings Per Share(EPS) 20082 34275

Subsidiary

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxLAnnual Report 2018-2019 101

Particulars 2017-2018Taka

2018-2019Taka

SQUARE TEXCOM LIMITEDStatement of Changes in EquityFor the Year Ended June 30 2019

For the Year Ended June 30 2018

Share CapitalParticulars

Balance as at June 30 2018

Net Profit for the Year ended June 302019

Balance as at June 30 2019

Retained Earnings Total Tk

10000000

-

268691935

20082192

28877412710000000

278691935

298774127

Share CapitalParticulars

Balance as at June 30 2017

Net Profit for the Year ended June 302018

Balance as at June 30 2018

Retained Earnings Total Tk

10000000

-

234416743

34275192

26869193510000000

244416743

34275192

278691935

20082192

STxL Annual Report 2018-2019102

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Particulars 2017-2018Taka

2018-2019Taka

SQUARE TEXCOM LIMITEDStatement of Cash FlowsFor The Year Ended June 30 2019

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 889851800 799539946Exchange Fluctuation Gain (Realization from Transection) 799096 128559 Receipts from Other Income 19103 47474 Total Receipts 890669999 799715979 Payments to Suppliers (716964238) (616770814)Paid for Operating amp Non-operating Expenses (217812647) (244384347)Interest Expenses Paid (22272712) (7260070)Income Tax Paid (3653792) (5706713)Total Payments (960703389) (874121944) Net Cash Flow From (Used in) Operating Activities (70033390) (74405965) CASH FLOWS FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant and Equipment (20225264) (40424867) Net Cash Generated (Used in) from Investing Activities (20225264) (40424867) CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) 30001068 48131629Short Term Loan from (To) Sister Company 33091720 20746350 Net Cash Generated (Used in) from Financing Activities 63092788 68877979 Increase (Decrease) in Cash amp Cash Equivalents (27165866) (45952853)Net effect of foreign currency translation 162446 198391Opening Cash amp Cash Equivalents 52289496 98043958CLOSING CASH amp CASH EQUIVALENTS Tk 25286076 52289496

Net Operating Cash Flows Per Share (70033) (74406)

Subsidiary

STxLAnnual Report 2018-2019 103

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

AUDITORS REPORTIndependent Auditors Report to the Shareholders ofSquare Yarns LimitedOpinion We have audited the accompanying Financial Statements of Square Yarns Limited which comprises the Statement of Financial Position as at 31 December 2018 Statement of Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows for the period then ended and Notes to the Financial Statements including a summary of significant accounting policies

In our opinion the Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) give a true and fair view of the state of the companyrsquos affairs as at 31 December 2018 and of the results of its operations and its Cash Flows for the period then ended and comply with the Companies Act 1994 and other applicable laws and regulations

Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report We are independent of the Company in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the Financial Statements and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Key Audit Matters We draw attention to Note 2 (p) to the Financial Statements which describes that the company is under process for amalgamation with Square Textile Limited under provision of Section 228 amp 229 of the Companies Act 1994 Our opinion is not qualified in respect of these matters

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with International Financial Reporting Standards (IFRSs) the Companies Act 1994 and other applicable laws and regulations This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of 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

In preparing the Financial Statements management is responsible for assessing the Companys ability to continue as a going concern disclosing as applicable matters related to Going Concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so

Those charged with governance are responsible for overseeing the Companys financial reporting process

Auditors Responsibilities for the Audit of the Financial Statements

Our responsibility is to express an opinion on these Financial Statements based on our audit We conducted our audit in accordance with International Standards on Auditing (ISA) Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 auditorrsquos 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 entityrsquos 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 entityrsquos internal control An audit also includes evaluating 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

Place DhakaDated February 10 2019

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of account as required by law have been kept by Square Yarns Limited so far as it appeared from our examination of those books and

The Companyrsquos Statement of Financial Position Statement of Comprehensive Income and its Statement of Cash Flows dealt with by the report are in agreement with the books of account

(i)

(ii)

(iii)

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

Further to our opinion in the above paragraph we state that

STxLAnnual Report 2018-2019 105

SQUARE YARNS LIMITEDStatement of Financial PositionAs at December 31 2018

ASSETS Non-Current Assets 620338923 676872453Property Plant amp Equipment- Carrying Value 620338923 676872453

Current Assets 1733515533 1664296652Inventories 551365521 472332420Accounts Receivable 262139994 321134934Advances Deposits amp Prepayments 45746957 41134451Short Term Loan 810552881 723252420Cash amp Cash Equivalents 63710180 106442427

TOTAL ASSETS Tk 2353854456 2341169105

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 1971931663 1908113630Share Capital 95500000 95500000Retained Earnings 1876431663 1812613630

Non-Current Liabilities

Deferred Tax Liability 53533688 57859132

Current Liabilities amp Provisions 328389105 375196343Short Term Bank Loan (Secured) 186577378 233187042Creditors amp Others Payable 29824370 43105219Liabilities for Other Finance 10243209 13038822Provision for Income Tax 101744148 85865260

TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 2353854456 2341169105 Tk

Net Asset Value Per Share 206485 199802

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxL Annual Report 2018-2019106

Particulars June 302018Taka

Dec 312018Taka

SQUARE YARNS LIMITEDStatement of Profit or Loss and Other Comprehensive IncomeFor the Period (Six Months) ended December 31 2018

SALES REVENUE 731076090 987208292

Cost of Goods Sold (642577904) (892864246)

GROSS PROFIT 88498186 94344046

Administrative Expenses (6320194) (12371998)

Selling amp Distribution Expenses (878822) (872835)

PROFIT FROM OPERATION 81299170 81099213

Finance Cost (4636342) (4561024)

Other Income 2477223 138309

PROFIT BEFORE WPPF amp WF 79140051 76676498

Allocation for WPPF amp WF (3768574) (3651262)

PROFIT BEFORE TAX 75371477 73025236

Provision for Tax (Current) (15878888) (14566204)

Provision for Tax (Deferred) 4325444 3584757

PROFIT AFTER TAX FOR THE PERIOD 63818033 62043789

(Transferred to the Statement of Changes in Equity) No of Share=955000

Earnings Per Share (EPS) 6683 6497

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

STxLAnnual Report 2018-2019 107

Particulars July-Dec 2017Taka

July-Dec 2018Taka

Unaudited

SQUARE YARNS LIMITED

Statement of Changes in EquityFor the Period (Six Months) ended December 31 2018

For the Period (Six Months) ended December 31 2017

Share CapitalParticulars

Balance as at June 30 2017

Net Profit for the Six Months Ended Dec 31 2017

Balance As at Dec 31 2017

Retained Earnings Total

-

95500000

95500000

1678330454

62043789

1740374243

1773830454

62043789

1835874243

Share CapitalParticulars

Balance as at June 30 2018

Net Profit for the Six Months Ended Dec 31 2018

Balance As at Dec 31 2018

Retained Earnings Total

-

95500000

95500000

1812613630

63818033

1876431663

1908113630

63818033

1971931663

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Unaudited

STxL Annual Report 2018-2019108

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 790071030 1048969414Exchange Fluctuation Gain 345547 138309Total Receipts 790416577 1049107723 Payments to Suppliers (535294015) (673001715)Paid for Operating amp Non-operating Expenses (156471962) (174588096)Interest Expenses Paid (3980222) (7507593) Income Tax Paid (4870119) (9983664)Total Payments (700616318) (865081068)

Net Cash Flow From (Used in) Operating Activities 89800259 184026655

CASH FLOWS FROM INVESTING ACTIVITIESSales (Purchase) of Property Plant amp Equipment (754057) -

Net Cash Generated (Used in) from Investing Activities (754057) -

CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (46609664) 32966810Short Term Loan from (To) Sister Company (85168785) (464990904)

Net Cash Generated (Used in) from Financing Activities (131778449) (432024094)

Increase (Decrease) in Cash amp Cash Equivalents (42732247) (247997439)Opening Cash amp Cash Equivalents 106442427 391794350CLOSING CASH amp CASH EQUIVALENTS 63710180 143796911

Net Operating Cash Flows Per Share 9403 19270

SQUARE YARNS LIMITEDStatement of Cash FlowsFor the Period (Six Months) ended December 31 2018

Subsidiary

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Unaudited

STxLAnnual Report 2018-2019 109

Particulars July-Dec 2017Taka

July-Dec 2018Taka

S q u a r e T e x

SQUARE TEXTILES LIMITED Square Centre 48 Mohakhali Commercial Area

Dhaka-1212

P R O X Y F O R M

IWe ___________________________________________________________________________

of _____________________________________________________________________________

being a member of Square Textiles Ltd do hereby appoint

MrMrsMiss ___________________________________________________________________

of _____________________________________________________________________________

_______________________________________________________________________________

as myour proxy to attend and vote for meus on myour behalf at the 24th Annual General Meeting of the Company to be held on Thursday the 12th December 2019 at 1100 am at Samson H Chowdhury Centre Dhaka Club Ltd Ramna Dhaka

As witness my hand this day of ________________ 2019

_______________________ __________________________

Signature of the Proxy Signature of the Member Dated Dated

FolioBOID

Note A member entitled to attend and vote at the Annual General Meeting may appoint proxy to attend and vote in hisher stead The proxy form should reach at the Registered Office of their Company not less than 48 hours before the time fixed for the meeting

Signature Verified

Authorized Signatory Square Textiles Limited

Affix Revenue

Stamp

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ি ফ ম

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RbvedaggereMg______________________________________________________________

wVKvbv _________________________________________________________________

_____________________________________________________________________

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For the Financial Year 2017-2018 Dividend Recommended 21 October 2018 Record Date for 23rd AGM 27 November 2018 23rd Annual General Meeting 20 December 2018 Dividend Issued 14 January 2019 For the Financial Year 2018-2019 Publication of 1st Qtr Financial Report 14 November 2018 Publication of 2nd Qtr Financial Report 31 January 2019 Publication of 3rd Qtr Financial Report 30 April 2019 Dividend Recommended 22 October 2019 Audited Financial Report to BSEC DSE and CSE 11 November 2019 Record Date for 24th AGM 19 November 2019 Notice of 24th AGM 27 November 2019 24th Annual General Meeting 12 December 2019 Dividend Payable By 10 January 2020

Corporate Compliance

Registered Address

Corporate HeadquartersSquare Centre

48 Mohakhali Commercial Area Dhaka BangladeshPhone +88-02-9859007 8833047-56

Fax +88-02-8834941 8828768 wwwtextilesquaregroupcom

  • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
    • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
      • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
      • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
        • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
        • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
Page 8: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and

Mr Samuel S Chowdhury

Mrs Ratna Patra

Mr Tapan Chowdhury

Mr Anjan Chowdhury Mrs Anita Chowdhury

Mrs Nihad Kabir Mr S M Rezaur Rahman

THE DIRECTORS Chairman

Mr Samuel S Chowdhury

Vice Chairman Mrs Ratna Patra Managing Director Mr Tapan Chowdhury Director Mr Anjan Chowdhury Director Mr Kazi Iqbal Harun Independent Director Mr Syed Afzal Hasan Uddin Independent Director Mr S M Rezaur Rahman

BOARD OF DIRECTORS Chairman Mr Tapan Chowdhury Vice Chairman Mrs Ratna Patra Managing Director Mr Samuel S Chowdhury Director Mrs Anita Chowdhury Director Mr Anjan Chowdhury Independent Director Mrs Nihad Kabir Independent Director Mr S M Rezaur Rahman

STxLAnnual Report 2018-2019 7

S q u a r e T e x ti l e s L t d

Management Committee

Mr Samuel S Chowdhury Chairman Managing Director Mr Anjan Chowdhury Member Director Mr Md Kabir Reza Member Head of Accounts ampFinance Mr Md Alamgir Hossain Member Head of Operations

Audit Committee

Mrs Nihad Kabir Chairman Independent Director Mrs Ratna Patra Member Director Mr Anjan Chowdhury Member Director Mr Sanjib Baran Roy Secretary Company Secretary

Nomination and Remuneration Committee

Mrs Nihad Kabir Chairman Independent Director Mrs Ratna Patra Member Director Mr Anjan Chowdhury Member Director Mr Sanjib Baran Roy Secretary Company Secretary

CFO Company Secretary and HIAC

Mr M Habibur Rahman FCMA Mr Sanjib Baran Roy ACS Mr Mozibur Rahman FCA

Ms Ahmed Zaker amp Co Chartered Accountants Green City Edge 10th Floor 89 Kakrail Dhaka

Statutory Auditors

M ANA GEM ENT A PPAR AT US

Ms Chowdhury Bhattacharjee amp Co Chartered Accountants 478 Indira Road Ground Floor Dhaka

Compliance Auditors

STxL Annual Report 2018-20198

Operational Head

Mr Md Alamgir Hossain Head of Operations Mr Anjan Kumar Paul Head of HR amp Admin Mr Suresh Chandra Bala Head of Plant Mr Md Abdur Rahman Head of Engineering Mr Avijit Kumar Biswas Head of Procurement Mr Mozibur Rahman Head of Internal Audit and Compliance Mr Md Shahid Raihan Head of Quality Assurance Mr Shah Mohammad Faisal Head of Sales amp Marketing

Bankers

Standard Chartered Bank HSBC Ltd Prime Bank Ltd Bank Alfalah Ltd The City Bank Ltd Commercial Bank of Ceylon PLC

Insurers

Pioneer Insurance Co Ltd Pragati Insurance Co Ltd

CORPORAT E IN FORMATI O N

Listing

Dhaka Stock Exchange Ltd Chittagong Stock Exchange Ltd

Subsidiary Company

Square Texcom Ltd

Registered Office

Square Centre 48 Mohakhali CA Dhaka 1212 Bangladesh

Factory

1 Sardaganj Kashimpur Gazipur Bangladesh

2 Olipur Hobigonj Bangladesh

Phone Email amp Web

880-2-8833047-56 880-2-9859007

cssquaregroupcom textilesquaregroupcom

Mr Rokanuddin Mahmud Bar-at-Law Walsow Tower 21-23 Kazi Nazrul Islam Avenue Dhaka

Legal Advisor

Ms Nazia Kabir Bar-at-Law Concord Ovilash 1st floor House-62 Road-11A Dhanmondi Dhaka

Square Text i les Ltd

STxLAnnual Report 2018-2019 9

STxL Annual Report 2018-201910

C O R P O R A T E S U S T A I N A B I L I T Y

At Square Textiles Ltd ldquoCorporate Sustainabilityrdquo is embedded within the principles and values of the company Through successful ldquotriple bottom linerdquo performance focusing on social environmental and financial factors the company is able to generate increased earnings reduce material usage energy expenditures and wastes and increase social contribution The focus on Sustainability has contributed to long-term success for the company over the years

State of the art Facility

We focus on continuous efforts to introduce innovative means of production that allows for optimum utilization of materials and energy Our state of the art production facility is equipped with upgraded technologies and machineries that are energy efficient as well environmental friendly In 2018 we have introduced PCW plant (fabric crushing) We are the pioneer in introducing this technology in Bangladesh

Ready Recycling Facility

The manufacturing facility is fitted to contain dust and waste discharge to the environment On a daily basis 4 (four) out of 6 (six) tons of waste materials on average are recycled Hard wastes are crushed and reused as raw materials in production Our PCW plant processes garment wastages into fibers There are no chemical applications in our manufacturing process and hence there are no environmental damage as a result of any spillovers or emissions of harmful gas

Minimizing Occupational Hazards

We follow stringent safety measures and regularly monitor and review occupational health and safety procedures We ensure that our factory workers always follow the safety protocols necessary to ensure a hazard free working environment and uninterrupted operations In regards to such health and safety issue proper training and awareness are provided to all production employees

Creating Product Diversity

We believe in ldquoProduct Diversityrdquo as a means of economic sustainability The company has about 40 percent product diversification within our total product port-folio

This Product Diversity has led to enhancement of the companyrsquos brand image increased profit-ability and risk mitigation

Overall our emphasis on Corporate Sustain-ability has led us to create a blend of strate-gies where financial amp non-financial aspects are perfectly integrated within the good governance and mana-gement practices of the company as well as engage all stakeholders in an open platform where financial social and environmental issues are shared and communicated All these have translated to positive outcomes that is beneficial to all parties within the value chain

S q u a r e T e x

STxLAnnual Report 2018-2019 11

M ES S AG E F R O M T H E C H A I R M A N

Dear Shareholders Colleagues Ladies and Gentleman

I deem it a great pleasure to welcome you all on behalf of the Board of Directors to this 24th AGM and thank you for taking troubles to attend the Meeting I hope you all have received your copies of the Annual Report for the year ended 30 June 2019 and studied with interest for providing us your valuable commentssuggestions for our future guidance

While on the subject I would recall the mechanism which was adopted by our Late Founder Chairman after legalprofessional struggles with the then Securities and Exchange Commission for offering a part of Shareholdings of Square Pharmaceuticals Ltd in Square Textiles Ltd as free ldquoSpecie Dividendrdquo Without this outstanding mechanism Square Textiles Ltd would not have the opportunity of getting listed as a Public Limited Company As I understand no such company has succeeded to adopt this mechanism for the benefit of the Shareholders and the Capital Market

As you will examine the Annual Reports amp the Financial Statements you will note with satisfaction that the Companyrsquos operations during 2018-2019 had increased with satisfactory outcome despite various fiscal financial odds prevailing in the industrial countries involving International Trade We hope as the global situation stabilizes our operations and exports would seize the niche opportunities by expanding export destinations in new areas of the Government of Bangladesh offers appropriate incentives in due course of time We await and hope our Textile Products will lead us in the World Market in not too a distant time

With best wishes for all

Tapan Chowdhury Chairman

STxL Annual Report 2018-201912

CORPORA T E A CHI EVEM ENT S qua r e Te x t i l e s L t d

2008 Awarded Cotton made in Africa (CmiA) Certificate

2009 Awarded USTERIZED Certificate

2010 Received HSBC Export Excellence Award

2011 Authorized Capital BDT 3000 million

2015 Won ICSB National Award Gold for Corporate Governance Excellence

2007 Awarded Global Organic Textiles

Standard (GOTS) Certificate

2003 Awarded SUPIMA

license

2002 Listing with

Dhaka Stock Exchange Ltd Chittagong Stock Exchange Ltd

Awarded CottonUSA

Certificate

1994 Year of Establishment

(Incorporated as a Public Limited Company)

1997 Year of Operation

2000 Awarded Oeko-Tex

Standard 100 Certificate

Awarded ISO-90012008 Certificate

2012

Awarded AA rating in the long term and ST-2 in short term by CRISL

2017 Awarded as Best Taxpayer Textiles Sector Awarded AA rating in the long term and ST-1 in short term by CRISL

2018 Won Export Trophy Gold

Dear Respected Shareholders Ladies and Gentleman I am pleased to welcome you to the 24th AGM on behalf of the Board of Directors of the Company and present herewith the Annual Report along with Audited Statutory and Regulatory Reports pertaining to the Financial Year 2018-19 and seek your commentssuggestions for our future guidance

As you review the operating performance you will note that the Companyrsquos Turnover Gross Profit Net Profit (AT) etc shows remarkable growth over the previous year This had been possible due to operation of new project at Habiganj merger of Square Yarns Ltd as well as wiser inventory management reduction in process cost reduction of wastages disciplinary labour management etc A reduced rate of increase in Administrative expenses also have had an increasing effect on profit from operations

However due to increase in Finance Cost by about 195 times the rate of increase in Net Profit (BT) increased by a lower rate The Bank Borrowing had increased due financing of expansion program of the company which would when in full production be paid-off from increased earnings

I hope the Shareholders and Stakeholders will continue to have their trust in the Board of Directors Management in the future as was in the past and encourage us to improve our results

With best wishes

Samuel S Chowdhury Managing Director

REPORT FROM THE MANAGING DIRECTOR

STxLAnnual Report 2018-2019 13

Figures in lsquo000

CORPORATE OPERATIONAL RESULTS

Particulars 2018-19 2017-18 2016-17 2015-16 2014

Turnover (Net) 8896244 6367125 5020425 4998758 5115828

Gross Profit 951351 671530 525634 787050 868716

Net Profit (Before Tax) 435911 348045 297592 573967 644992

Net Profit (After Tax) 346462 290914 252494

486236 541191

Shareholdersrsquo Equity 7224422 5386034 5452946 5607074 5158723

Total Assets 12954548 9425480 7511325 6695189 6265137

Total Current Assets 6396837 4430793 3618295 3547893 3903436

Total Current Liabilities 5494425 3910867 1948729 965544 993110

Current Ratio 116 113 186 367 393 Shares Outstanding 197252000 187859048 178913379 162648527 147862298

Face Value per Share 1000 1000 1000 1000 1000

Dividend (Cash) 20 20 20 25 20

Dividend (Stock) - 5 5 10 10

Net Asset Value Per Share (NAV) 3663 2731 2764 2843 2615 Net Operating Cash Flow per Share -348 -148 070 331 422

EPS-Earning per Share (STxL) 176 147 128 247 274 EPS-Earning per Share (Consolidated) 218 232 209 376 408 EPS on Share Issued for Cash 1375 1155 1002 1930 2148 Quoted Price per Share - DSE 4570 5070 6770 7080 9100

Quoted Price per Share - CSE 4580 5120

6840 7170 9090

Price Earnings Ratio-DSE (Time) 2597 3271 4801 2602 2486

Price Earnings Ratio-CSE (Time) 2602 3303 4851 2636 2484

Market Capitalization-DSE (in billion) 901 952 1211 1151 1345

Market Capitalization-CSE (in billion) 903 962 1223 1166 1344 Shareholders 2018-19 2017-18 2016-17 2015-16 2014

SponsorsDirectors 7 7 8 8 9

Financial amp other Institution 238 219 229 226 225

Foreign Investors 5 7 11 13 12

General Public 17194 17708 18626 20931 26155

Total - 17444 17941 18874 21178 26401

Employees 2018-19 2017-18 2016-17 2015-16 2014

Executives 178 162 145 138 179

Non Executives 130 117 71 67 264

Workers 3657 2152 2211 1893 1649

Total - 3965 2431 2427 2098 2092

Standalone

34436098

STxL Annual Report 2018-201914

Corporate Governance is a discipline by which a company is controlled and directed Governance is the path to identify and ensure the ethics rights and responsibilities among different participants in the Company Good Corporate Governance is key to its successful sustenance Our Corporate Governance is as follows

Board of Di rectors

In line with the concept of good corporate management practice and the provisions of Articles of Association The Board of Directors The Top Management tier is responsible for overall control and supervision of the entire affairs of the Company primarily through strategic planning amp budgetary control mechanisms To this end The Board of Directors hold periodic meetings to resolve issues of policies and strategies recording the minutes decisions for implementation by the Executive Management During the year under review the board held 8 (eight) meetings to transact various agenda

The present members of the Board of Directors are as follows

Mr Tapan Chowdhury - Chairman Mrs Ratna Patra - Vice Chairman Mr Samuel S Chowdhury - Managing Director Mrs Anita Chowdhury - Director Mr Anjan Chowdhury - Director Mrs Nihad Kabir - Independent Director Mr SM Rezaur Rahman - Independent Director

The Board of Directors is reconstituted every year by the shareholders through retirement re-election election of one- third of its members

Members of the Board of Directors often travel abroad to bring into focus the Companys image and acquire technological gains

Top Management inauguratesparticipates in seminars training courses conferences and various cultural activities of the employees and workers which instill in them a sense of belongingness Separate Role of the Chairman and Managing Director

The positions of Chairman and Managing Director are held separate persons

Mr Tapan Chowdhury is the Chairman of the Company and responsible for the functions of the Board while Mr Samuel S Chowdhury is the Managing Director serves as the Chief Executive Officer of the Company

Independent Director

In compliance of the BSEC Regulations on Good Governance the Board of Directors as empowered by the Regulations appointed ① Mrs Nihad Kabir Barrister-at-Law is an Advocate of Supreme Court of Bangladesh legal advisor of several leading national multinational and foreign organizations and senior partner of the Syed Ishtiaq Ahmed amp Associates a firm of legal consultants and practitioners in Bangladesh and ② Mr S M Rezaur Rahman capital market consultant and Director of United Corporate Advisory Services Ltd a firm of financial amp investment advisory and post issue management of initial public offer of securities amp other related jobs in Bangladesh as the non-shareholding Independent Director of Square Textiles

with an expectation that their expertise would help contribute to the further disclosure and protect the interest of the stakeholders investors in general and smaller investors in particular

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 15

STxL Annual Report 2018-201916

Role amp Responsibi l i t ies of the Board of Di rectors

The main role of the Board of Directors which is the highest level of authority is to provide general superintendence oversee the operations and control the affairs of the company through appropriate delegation and accountability processes via the lines of command

However the Board of Directors hold the ultimate responsibility amp accountability with due diligence for conducting the activities of the company as per provisions of law in the interest of the shareholders the stake- holders the state and the society

The Board of Directors in fulfillment of its responsibility hold periodic meetings at least once a quarter and provide appropriate decisionsdirections to the Executive Management Such meetings usually consider operational performance financial results review of budgets capital expenditure proposals for BMRE or new projectsdivisionsproduct lines procure-ment of funds by issue of shares or borrowing procurement of raw materials plant amp machinery pricing of products discounts recruitment training and promotion of officers approval of annual financial statement appropriation of profit and recommendation of dividends and other interest of the stakeholders including the employees and workers

The Board of Directors take special care in designing and articulating productivity and compensation plans of employees and workers and rewarding them appropriately on the basis of quality and quantity of performance as an incentive

The Board also remains responsible for removal of operational hazards to life and health of workers friendly environmental work condition and social relationship as demanded of good citizen in a country Chief F inancia l Off icer Company Secretary and Head of Internal Audit and Compliance The Company has appointed Mr M Habibur Rahman FCMA as Chief Financial Officer Mr Sanjib Baran Roy ACS as Company Secretary and Mr Mozibur Rahman FCA as Head of Internal Audit and Compliance as per require-ment of Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission

Audit Committee of Board

The Board of Directors has constituted an Audit Committee of the Board consisting of three Non-Executive Directors namely Mrs Nihad Kabir Independent Director Mrs Ratna Patra Vice Chairman and Anjan Chowdhury Director The Independent Director is the Chairman of the Committee

The Audit Committee carries out its responsibilities as per the provisions of law and submits its report to the Board of Directors from time to time The Audit Committee shall also co-ordinate with the internal and external auditors as and when required The Audit Committee ensures that adequate internal checks amp balances supported by adequate MIS are in place for detection of errors frauds and other deficiencies

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 17

The other responsibilities include inter alia not being limited to the prevention of conflict of interest between the company and its Directors officials customers suppliers government and any other interest groups and detect or remove any scope of insider trading in the companys stock The Audit Committee also ensures compliance of requirements of BSEC and other agencies

Nomination and Remunerat ion Committee of Board

The Board of Directors formed a Nomination and Remuneration Committee of the Board comprising of three Non-Executive Directors namely Mrs Nihad Kabir Independent Director Mrs Ratna Patra Vice Chairman and Anjan Chowdhury Director

The Independent Director is the Chairman of the Committee

The terms of reference of the Nomination amp Remuneration Committee inter alia include to determine the Companyrsquos policy on specific remuneration packages for executive directors to review recommend andor approve remuneration to whole-time Directors to review and approve the Remuneration Policy of the Company to formulate criteria for evaluation of Independent Directors and the Board to devise a policy on Board Diversity to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board the appointment or removal of such persons and to discharge such other functions and exercise such other powers as may be delegated directed by the Board of Directors from time to time

Executive Management

The Managing Director the CEO is the head of the Executive Management Team which comprises senior executive members of the Company Within the limits of delegated authority and responsibility by the Board of Directors Executive Management operates through further delegation of authority at every echelon of the line management

The Executive Management operates within the frame work of policy amp Planning strategies set by the Top Management with periodic performance reporting for guidance The Executive Management is responsible for preparation of segment planssub-segment plans for every profit centers with budgetary targets for every items of goods amp services and are held accountable for deficiencies with appreciation for outstanding and exceptional performances These operations are continuously carried out by the Executive Management through series of Committees Sub-Committees Adhoc Committees amp Standing Committees assisting the line management

Legal Advisers

In order to avail the best legal services for Good Corporate Governance the company has empaneled top ranking legal professionals namely Mr Rokonuddin Mahmud Bar-at-Law and Ms Nazia Kabir Bar-at-Law They have had long term fundamental support to the companys Good Governance efforts

Shareholdersrsquo Relat ionship

Corporate Governance issues include how major policy decisions are made in business corporations how various stakeholders can influence the process who is held accountable for performance and what performance

CORPORATE GOVERNANCE

standards are applied In a nutshell power and influence are crucial in corporate governance As shareholders belong to the most important stakeholders ownership structure has an impact on the balance of power among shareholders Though sponsors usually hold majority shares required for ordinary resolutions public shareholders have a definite role and influence in the passing of special resolutions required for changes in the business object sale of businessproductive assets merger and amalgamation winding up or dissolution and amendments to Memorandum and Articles of Association for protection of minority interest up to 499 of the shareholdings

The position of shareholders as on 30th June 2019 indicates that the sponsors of the company do not hold the required shareholdings (75) for passing special resolutions This allows the public shareholders (individuals amp institutions) to play an effective role in protecting their legal corporate rights

The Company holds regularly as per law the Annual General Meeting (Shareholders Meeting) with adequate Notice and Disclosures in the Directors Report and the Auditors Report on AccountsNotes and Resolutions are passed with consensus and unanimity All reasonable and practicable suggestions are implemented with good grace

All enquiries are attended by the Company Secretary where necessary Internal Audit

Committee investigates matters of signifi-cant merit for consideration by the Management CommitteeManaging DirectorAudit Committee of BoardBoard of Directors as the case may be

The Shareholders as owners are provided with material information on the Companys operation quarterly and annually They are also provided routine services by the Company Secretary in any company matters which is permissible The Board is however responsible to the Shareholders as well as investors for publication of price sensitive information as per regulations of Bangladesh Securities and Exchange Commission A qualified Chartered Secretary is in charge for all these responsibilities as Company Secretary The Company has also a web site to provide permissible information noticesprice sensitive informationfinancial reportsdisclosures and others for the Shareholders and interested investors

Financia l Auditors

The role of the financial auditors in certification of the financial statement is the most significant aspect of Corporate Governance and protection of interest of the investors As evident from the Annual Reports the company rigidly follows the Companies Act Rules of Bangladesh Securities and Exchange Commission listing regulation code of International Financial Reporting Standards (IFRS) International Accounting Standards (IAS) and International Standard of Auditing (ISA) with legally required disclosures of Accounts and Financial Statements

CORPORATE GOVERNANCE

STxL Annual Report 2018-201918

All this has been possible due to the high level capability and integrity of Ms Ahmed Zaker amp Co Chartered Accountants whose unchallenging performance has played a very trustworthy role in the protection of interest of the investors

Compl iance Auditors

The compliance auditors is responsible in certification on compliance of conditions of Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission as well as the provisions of relevant Bangladesh Secretarial Standards of Institute of Chartered Secretaries of Bangladesh Ms Chowdhury Bhattacharjee amp Co Chartered Accountants is the compliance auditors of Square Textiles Ltd appointed by its shareholders in general meeting

D ividend Pol icy

The Management is committed to show a stable policy of distribution of dividend of the accretional wealth (profits) between the current and the future generation of shareholders This would enable the company to enhance its capital wealth and sustain for perpetuity of existence benefiting both the present cohorts and the progeny

Segment Report

The companys operations are carried out on an aggregate basis and are managed as a single operating segment Accordingly the company operates in one segment of developing manufacturing and marketing of cottonyarn for human as well as industrial use

Risk Perception

The Company Management perceives investment risk within the national and international economic perspectives in relation to legal and moral requirements involving inter alia intellectual property right scientific invention WTO Regulation MFA etc and monetary and fiscal investment policies and has prepared its production amp marketing strategies to meet the challenges from these risks

Secretar ia l Standard

Square try their best maintaining of the Secretarial Standard on meetings of the Board of Directors Members (shareholders) Minutes and Dividend issued by the Institute of Chartered Secretaries of Bangladesh

Compl iances

Square has an established procedures to ensure compliance with all applicable statutory and regulatory requirements Respective officers are responsible for ensuring proper compliance with applicable laws and regulations

296

407357 375 394

2014 2015-16 2016-17 2017-18 2018-19

Dividend Payout (Cash) (in million)

18 months

CORPORATE GOVERNANCE

STxLAnnual Report 2018-2019 19

STATEMENT OF VALUE ADDED For the year ended 30 June 2019

2018-2019

2017-2018

Source of Fund Net Turnover Less Bought in Materials amp Services Add Other Income

8896244091

(7284834794) 14014592

6367124698

(5158927862) 7350278

Value Added 1625423889 1215547114

Applied in the following Ways

Employees Salaries Wages Gratuity and Other benefits Contribution to workers profit participation amp welfare fund

826114579

804319048 21795531

612613848

595211619 17402229

Government Corporate Tax Other Government Dues

66948261

43637491 23310770

71950230

57130653 14819577

Provider of Capital

Dividend

394504000 394504000

469647616 469647616

Retained by the Company

Depreciation Retain Earning

337857049

385899069 (48042020)

61335420

240069108 (178733688)

1625423889 1215547114

6134

46965

7195

61261

33786

39450

6695

82611

2 0 18-19 2 0 17-18

Em pl oye e s

G ove r nme nt

P r ov i de r of Ca p i t a l

Re t a i ne d b y t he C ompa ny

Sq

ua

re

Te

x

GRAPHICAL VIEW

Standalone

In terms of provisions of Section 184 of the Companies Act 1994 Rule 12 (and the schedule there under) of the Bangladesh Securities and Exchange Rules 1987 BSEC Notification on CGC dated 3rd June 2018 and IASndash1 (International Accounting Standardsndash1) codes as adopted by The Institute of Chartered Accountants of Bangladesh (ICAB) it is the pleasure of the Board of Directors to submit its Report to the Members of the Company for the year ended 30 June 2019 in the following paragraphs TEXTILES SECTOR

The Textile and Clothing Sector is the largest manufacturing industry in Bangladesh and plays a significant role in the growth of economy contributes more than 13 in GDP 40 industrial value addition comes from the textile sector generation of about 55 lac of the countryrsquos industrial employment where 80 are female 150 lakh of peoples in support industries depend on this trade and over 86 of the export earnings Spinning Sector is a significant part as backward linkage of textile and clothing value chain to stabilize supply chain and control the major costs The products of the spinning are cotton yarn polyester synthetic yarn woolen yarn and blended yarn mixed of cotton with polyester of different counts Yarns are being used by the weaving sub-sectors like specialized textiles handlooms and knitting and hosiery

Total demand of yarns in Bangladesh around 141 million ton where the local production meet up around 112 million ton In addition almost 85 of cotton yarns and 50 demand for synthetic and blended yarn of export-oriented fabric producing mills are being met by the private sector spinning mills

FINANCIAL PERFORMANCE

The Company reported growth in Revenue of 3972 during the year 2018-2019 due to operation of new project at Habiganj merger of Square Yarns Ltd At Standalone level the Revenue from operations stood at BDT 889624 million compared with BDT 636713 million in the Previous Year The Operating Profit stood at BDT 69785 million as against BDT 44419 million in the Previous Year an increase by 5711 The Net Profit increased by 1909 stood at BDT 34646 million against BDT 29091 million reported in the previous year

The Consolidated Revenue from operations for FY 2018-2019 was BDT 1056204 million as against BDT 941187 million in the Previous Year registering a growth of 1222 The Profit from Operation was 84218 million as against BDT 67226 million in the Previous Year and Net Profit for the year stood at BDT 42902 million against BDT 45706 million reported in the previous year

The Consolidated Profit from Operation increased by 2528 but the Net Profit declined by 613 during 2018-2019 due to increase in a) Worker Wages and Salary as a revision took place in the wages structure as per Labour Law and b) Finance Cost against new investment for expansion

DIRECTORSrsquo REPORT to the Members for the year ended 30 June 2019

Operating Income

69785

5711 Tk In million

44419

2018-19

2017-18

STxLAnnual Report 2018-2019 21

COMPANYrsquoS OPERATIONS

Square Textiles has over 22 years of experience and competency in yarn spinning arena The industry is one of the largest producers of knitting amp weaving yarns in Bangladesh Today it has one of the most sophisticated vertically integrated set-ups by which Square Textiles are producing around 110 ton of yarns every day Square Textiles focus on more sustainable and eco-friendly products namely Organic BCI Tencel Re-cycle (cotton and Polyester) etc We are developing more value added product ie Galaxy Flutter Lurex Mozaik Neppy Snow Siro etc that are more fashion trendy and higher valued export earner Square Textiles are recognized by our valued customers through quality products with committed services CapacityProduction

During the last few years Square Textiles are facing huge power crisis ie scarcity of gas supply and competition in the domestic and international market To cope with the situation Square Textiles have arranged alternative fuel generated power and adopted multiple product mix to attain high margin benefit as an alternative production technique Hence Square Textiles have restated the production capacity installation criterion and actual production quantity to make them (The production data) equivalent amp comparable

The production efficiency increased during the year 2018-19 to 9670 from 9626 than that of efficiency of 2017-2018

lsquo

The total installed production capacity (at average 30s Ring and 14s OE counts) as on June 30 2019 was as follows

SpindlesRotors In Nos 2018-19 2017-18

Installation

Spindle Installed 122976 81648

Rotor head Installed 3960 3960

Vortex head Installed 2784 672

Operation

Spindle Operated 122976 81648

Rotor head Operated 3960 3960

Vortex head Operated 2784 672

Product Capacity Installed in Kg

2018-19 2017-18 Equivalent to-

30s Count (Ring Yarn) 18171216 9944673

14s Count (OE Yarn) 9042222 10043927

30s Count (Vortex Yarn) 7927500 2450000

Total - 35140938 22438600

Actual Production in Kg 2018-19 2017-18

Actual Production 33622604 22925478

Equivalent to-

30s Count (Ring Yarn) 17617160 9400675

14s Count (OE Yarn) 8722390 9810863

30s Count (Vortex Yarn) 7642423 2388957

Total - 33981973 21600495

Production Efficiency in

2018-19 2017-18

Equivalent to-

30s Count (Ring Yarn) 9695 9453

14s Count (OE Yarn) 9646 9768

30s Count (Vortex Yarn) 9640 9751

Total (Average) - 9670 9626

D I R E C T O R S rsquo R E P O R T

STxL Annual Report 2018-201922

Cost of Production

The cost of production has varied during the past years primarily due to wide fluctuations in the price of raw cotton packing materials fuel amp power and spare parts which were beyond the control of the Management

The level of costs and their incidences are given below

in Kg 2018-19 2017-18

Output of Yarn 33623 22925 Cost of Major Items in Tk lsquo000

2018-19 2017-18

Raw Material Consumed

6040169 4139044

Packing Materials 85725 60165

FuelPower etc 592512 610729

Spare Parts 161055 150006

Other Overhead 1137374 771737

Total Cost - 8016835 5731681 Unit CostKg in Tk

2018-19 2017-18

Raw Material 17964 18055

Packing Materials 255 262

FuelPower etc 1762 2664

Spare Parts 479 654

Other Overhead 3383 3366

Total Unit Cost- 23843 25001 Raw Material Cost of Total Cost- 7534 7222

The above figure reveals that though the raw material cost per unit decreased by 050 packing materials cost decreased by 267 Fuel Power cost decreased by 3386 Spare Parts cost decreased by 2676 and other overheads increased by 051 which lead to total unit cost decreased by 463 in 2018-19 over 2017-18

The production was increased by 4565 in volume over last year

During the year under review the price of raw cotton in the international market was stable MARKETING OPERATIONS Market Exposure

The marketing operations of the Company continued its emphasis on export sales over the years which are depicted below

Quantity Sold (Kg) in lsquo000

2018-19 2017-18

Export Sales 33609 22755

Total - 33609 22755 Sales Revenue (Tk) in lsquo000

2018-19 2017-18

Export Sales 8896244 6367125

Total - 8896244 6367125 The market exposure saying that there was no local sales revenue for the period under review The export (overall) sales quantity increased by 4770 and Sales Revenue increased by 3972 in 2018-19 over 2017-18 Be noted that Square Yarns Ltd (subsidiary of Square Textiles) has merged with Square Textiles Ltd from January 01 2019 Unit Selling Prices Attained The Selling Prices (TakaKg) over the years varied as shown below

2018-19 2017-18

Export Sales 26470 27981

Total - 26470 27981 The Export Selling Prices in the year of 2018-19 over 2017-18 decreased by 540 due to decline the export demand and fallen the price of cotton yarn in the international market The price of yarn has also fallen due to the trained trade relationship between the US and China

D I R E C T O R S rsquo R E P O R T

STxLAnnual Report 2018-2019 23

STxL Annual Report 2018-201924

INDUSTRY OUTLOOK

In the wake of changing world demand structure Bangladesh is on the track of progressive higher demand for garments of mind to higher quality brands due to fiscal war between the large economics such as USA China EU etc The sector offers great scope of expansion and double the foreign exchange earnings provided Government becomes alert and provide necessary fiscal and monetary support incentives to Local strategic investors RISK amp CONCERN

Absence of long range planning inadequate strategic investment policies variable uncertain fiscal amp monetary policies disorderly employment crises Buyersrsquo dominance international trade barriers internal law and order situation especially in transport sector and lack of appropriate infrastructure etc offer risk of business and investment

CAPITAL EXPENDITURES

Square Textiles made an additional net capital expenditure of Tk 142358 million in order to upgrade production facilities and increase the production capacity during year 2018-2019 as follows

in lsquo000 2018-19 2017-18

LandCivil Construction - 78954

Plan amp Machinery 1277574

761860

Other Fixed Assets 146010 500913

Total - 1423584

1341727

The above investments had enabled the company to sustain the rate of production efficiency at the reasonable level over the years The entire amount has been invested out of its internal generation of fund and bank borrowing

INVESTMENT IN SUBSIDIARIES Square Textiles has invested Tk 95000000 as equity (9948) in the capital of Square Yarns Limited which has merged with Square Textiles on 01 January 2019

Square Textiles has also invested Tk 65783760 as equity (95) in the capital of Square Texcom Limited and has also deposited Tk 423550119 as share money deposit

As per provision of the Company Act 1994 Square Texcom Limited is subsidiary of Square Textiles Limited and as such Directors Report along with Auditors Report amp Audited Financial Statement have been included as part of this report

FOREIGN EXCHANGE EARNEDSAVED Square Tex has contributing substantial amount to the Foreign Exchange Reserve of the Country During the year Tk 6864 million has earnedsaved and contributed through its export marketing operation which is depicted below

in lsquo000 2018-19 2017-18 Total Export Earning 8164635 5711889

Less Import Costs

Raw Cotton 6824907 4228368 Spare Parts 219770 126773 Misc (with BMRE) 1051317 1131055

Net Export Earnings 68641 225693

D I R E C T O R S rsquo R E P O R T

Net Profit (After Tax)

Income

34646

1909 Tk In million

29091

2018-19

2017-18

Standalone

D I R E C T O R S rsquo R E P O R T

STxLAnnual Report 2018-2019 25

FINANCIAL RESULTS The Companyrsquos operating financial results as compared to the previous year are summarized hereunder

in lsquo000 Particulars 2018-19 2017-18 in Turnover 8896244 6367125 3972 Cost of Goods Sold 7944893 5695595 3949 Gross Profit 951351 671530 4167 Administrative Expenses 241150 221509 887 Selling amp Dist Expenses

12352 5834 11172 Operating Income 697849 444187 5711 Finance Cost 254158 86090 19522 Other Income 14015 7350 9067 Net profit before WPPF 457706 365447 2525 Contribution WPPF 21796 17402 2525 Net profit (Before Tax) 435911 348045 2525 Provision for Income Tax 35861 38201 613 Provision for Deferred Tax 53588 18930 18309 Net Profit (After Tax) 346462 290914 1909 Gross Profit Margin 1069 1055 133 Net Profit Margin (AT) 389 457 1488 EPS (Earning Per Share) 176 147 1973

The Turnover Gross Profit and Net Profit (After Tax) increased by 3972 4167 and 1909 respectively during the year of 2018-19 in comparison to previous year due to operation of new project at Habiganj merger of Square Yarns Ltd incline of USDTaka conversion rate and impact of product mix resulting in increase in Earning Per Share (EPS) by the same level

Gross Profit Margin increased by 133 and Net Profit Margin decreased by 1488 due to increase in operating amp finance cost in the year under review

The Cost of Goods Sold has increased during the year of reporting due to increase in cost of raw materials fuelpower and factory overheads which were beyond the control of the Management

The Cost of Goods Sold per unit has declined by 556 in the current Year over previous year due to changes in cost of raw materials consumed packing cost Power Cost and Spare Cost in the reporting Year than previous year

The Company however earned an extra 9067 non-operating income (stated in Note No 25 of standalone accounts) during the year 2018-2019 against last year due to increase of conversion rate of foreign currency (USD) as fluctuation gain CONTRIBUTION TO NATIONAL EXCHEQUER Square Tex contributed an amount of Tk 6694 million during the year of 2018-2019 to the National Exchequer

EXTRA-ORDINARY ACTIVITIES

The Company did not undertake or continue any extra-ordinary activities and did not suffer or gain any loss or gain from such activities

RELATED PARTY TRANSACTION

The Company had undertaken several related party transaction detail of which are given in Note No 39 of the standalone Accounts

MINORITY INTERESTS

In compliance with Condition No 1(5) (xvi) of the Corporate Governance Code 2018 of BSEC the Board hereby confirms that the interests of the minority shareholders have been duly protected in the Company

APPROPRIATION OF PROFIT

The Board of Directors recommended the appropriation of the net profit earned for the year ended June 30 2019 in the following manner

in Taka a) Fund available for

appropriation including profit for the year 2018-19

5251902027

b) Recommended for Cash Dividend 20 394504000

c) Net General Reserve amp Surplus 4857398027

ELECTION OF DIRECTORS Mrs Anita Chowdhury and Mr Tapan Chowdhury Directors of the Company retires as per article 125 amp 126 of Articles of Associa-tion and being eligible offer themselves for re-election Brief resume and other information of the above mentioned Directors are depicted in Annexure-lll

The Board of Directors has appointed Mr S M Rezaur Rahman as an Independent Director for the in its meeting dated 1st August 2019 Brief resume and other information of the above mentioned director is depicted in Annexure-lll

APPOINTMENT OF STATUTORY AUDITORS The existing Statutory Auditors of the Company Ms Ahmed Zaker amp Co Chartered Accountant retires at this 24th Annual General Meeting on completion of consecutive 3 (three) years

They are not eligible for reappointment as per Order of Bangladesh Securities and Exchange Commission

Ms KM Hasan amp Co Chartered Accountant expresses their interest to be appointed as Auditors of the Company for the year 2019-2020 The Board of Directors has recomme-nded their appointment

APPOINTMENT OF COMPLIANCE AUDITORS Ms Chowdhury Bhattacharjee amp Co Chartered Accountant retires at this Annual General Meeting and being eligible offered themselves for re-appointed as Compliance Auditor of the Company for the year 2019-2020

Dividend Payout (Cash)

39450

500 Tk In million

37572

2018-19

2017-18

D I R E C T O R S rsquo R E P O R T

STxL Annual Report 2018-201926

APPOINTMENT OF INDEPENDENTDIRECTOR

D I R E C T O R S rsquo R E P O R T COSOLIDATION OF ACCOUNTS

In terms of BSEC Regulations the company has consolidated the Accounts following the codes of International Accounting Standard - 28 amp IFRS-10 reflecting shareholders gross benefitsvalue of investments

A six months (July-Dec 2018) financial performance of Square Yarns Ltd which has been merged with Square Textiles Ltd considered in consolidation of Financial Statement of Square Textiles Ltd

Said Financial Statements are presented herewith in page

CORPORATE GOVERNANCE COMPLIANCE REPORT In accordance with the requirement of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission a statement in pursuance to Clause 1(5) Resume of the Directors who shall be reappointed Audit Committee Report as per clause 5(7) Certificate from the CEO and CFO to the Board UNDER CONDITION No 3(3) Certificate on Compliance of Conditions of Corporate Governance Code by the Compliance Auditors and Status of Compliance are depicted in the Annexure - I II III IV V and VI respectively

MANAGEMENT APPRECIATION The Board of Directors record with deep appreciation the performance of the management the officers staff and workers whose relentless effort helped to increase the productivity as well as the net profit despite the natural and unnatural adverse factors of production and marketing throughout the country and the world It is expected the employees and the management will continue to improve the results for the interest of shareholders whose unswerving trust in management has always been an inspiration to the Board of Directors The Directors humbly express its gratitude and acknowledge with keen interest the cooperation and unflinching support it has received from various agencies including Bangladesh Securities and Exchange Commission Stock Exchanges National Board of Revenue and other agencies of the public and the private sector We look forward to brighter future for all of us Tapan Chowdhury Chairman In the event of conflict between English text and Bangla

text of this report English text shall be prevailed

Foreigner 333

General Public 1362

Institutions 2122

SponsorDirectors 6183

THE

OW

NER

S

STxLAnnual Report 2018-2019 27

no 105

Pursuant to Condition No 1 (5) (xxv) of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission the Managementrsquos Discussion amp Analysis for the year ended 30 June 2019 are presented hereunder

Accounting Policies and Estimation for Preparation of Financial Statements

Square Textiles Ltd follows International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) along with prevailing local rules and regulations applicable for preparation of financial statements Detail description of accounting policies and estimation used for preparation of the financial statements of the Company are disclosed in the Notes No 2 and 3 to the standalone financial statements

Changes in Accounting Policies and Estimation

Square Tex has been following consistent policies and estimation and there is no such changes in accounting policies or estimation which has material impact on financial statements

Comparative Analysis of Financial and Operational Performance

The Directorsrsquo Report provides the analysis of financial performance and position during the year under review and also a detail comparison of financial performance and position as well as cash flows are presented as part of the financial statements including notes

However major areas of financial performance financial position as well as cash flows with immediate preceding five years including effects of inflation are depicted here in below

Figures Tk in lsquo000Particulars 2018-19 2017-18 2016-17 2015-16 2014 2013 Financial Performance Revenue 8896244 6367125 5020425 4998758 5115828 5238437 Gross Profit 951351 671530 525634 787050 868716 948720 Net Profit (Before Tax) 435911 348045 297592 573967 644992 696779 Net Profit (After Tax) 346462 290914 252494 486236 541192 587782 Financial Performance (Inflation Adjusted) Base Year Revenue 6730201 5064936 4224494 4435082 4807657 5238437 Gross Profit 719718 534190 442301 698300 816386 948720 Net Profit (Before Tax) 329776 276864 250412 509245 606139 696779 Net Profit (After Tax) 262106 231417 212464 431407

508591 587782 Financial Position Shares Outstanding 197252000 187859048 178913379 162648527 147862298 134420271 Shareholdersrsquo Equity 7224422 5386034 5452946 5607074 5158723 4886371 Total Assets 12954548 9425480 7511325 6695189 6265137 6358457 Total Liability 5730126 4039447 2058379 1088115 1106416 1472086 Current Assets 6396837 4430793 3618295 3547893 3903436 4163698 Current Liabilities 5494425 3910867 1948729 965544 993110 1363962 Financial Position (Inflation Adjusted) Base Year Shares Outstanding 149225404 149438583 150548699 144307771 138786108 134420271 Shareholdersrsquo Equity 5465431 4284496 4588443 4974803 4847968 4886371 Total Assets 9800396 7497804 6320490 5940219 5887733 6358457 Total Liability 4334964 3213309 1732046 965416 1039767 1472086 Current Assets 4839346 3524618 3044655 3147822 3668298 4163698 Current Liabilities 4156651 3111026 1639780 856666 933286 1363962

STxL Annual Report 2018-201928

MANAGEMENTrsquoS DISCUSSION amp ANALYSIS

Particulars 2018-19 2017-18 2016-17 2015-16 2014 2013 Cash Flow Net Cash Generated from Operating Operating Activities

(686379) (291474) 138081 652153 831462 690506 Net Cash Used in Investing Activities (1432871) (1341726) (913875) (884274) (332348) (528781) Net Cash Used in Financing Activities 1771675 1696880 498970 362874 (406231) (219733) Cash Flow (Inflation Adjusted) Base Year Net Cash Generated from Operating Activities

(519261) (231375) 116190 578614 781376 690506 Net Cash Used in Investing Activities (1083998) (1067320) (768991) (784592) (312328) (528781) Net Cash Used in Financing Activities 1340310 1349838 419864 321968 (381760) (219733) Financial Ratio Current Ratio 116 113 186 367 393 305 Debt to Equity 126 133 265 515 466 332 Gross Profit Margin (In ) 1069 1055 1047 1574 1698 1811 Net Profit Margin (In ) 389 457 503 973

1058 1122

Return on Equity (In ) 480 540 463 867 1049 1203 Return on Assets (In ) 267 309 336 726 864 924

Ordinary Shares Information Shares Outstanding 197252000 187859048 178913379 162648527 147862298 134420271 Face Value per Share 1000 1000 1000 1000 1000 1000 Dividend-Cash (In ) 20 20 20 25 20 20 Dividend-Stock (In ) 0 5 5 10 10 10 Dividend Payout (Cash+Stock) in lsquo000 394504 469648

447283 569270

443587

403261

Net Assets Value per Share 3663 2731 2764

2843 2615

2477 Net Operating Cash Flow per Share -348 -148 070 331 422 350

EPS-Earnings per Share (Standalone) 176 147 128 247 274 298 EPS-Earnings per Share (Consolidated) 218 232 209 376 408 424 EPS on Share Issued for Cash 1375 1155 1002 1930 2148 2333 Inflation Rate (In ) 552 578 544 592 641 Base Year

Inflation Rate Source Bangladesh Bureau of Statistics Comparison of Financial Performances with peer industry scenario A comparison of financial performances financial position as well as cash flows of 5 (five) spinning companies which are listed and in order of market capitalization as on 30 June 2018 are presented below

Figures Tk in lsquo000

Particulars Square Tex Saiham Tex Matin Spinning Aman Cotton Rahim Tex Financial Performance Revenue 6367125 2178120 4050914 1609936 995951 Gross Profit 671530 261738 608972 399139 157205 Net Profit (Before Tax) 348045 136110 355748 302961 61945 Net Profit (After Tax) 290914 109176 302605 257278 50781 Financial Position Shares Outstanding 187859048 90562500 97490000 80000000 78179200 Shareholdersrsquo Equity 5386034 2443445 4253199 3386614 319828 Total Assets 9425480 4964752 6722247 4628617 1591881 Total Liabilities 4039447 2521307 2469048 1242003 1272053 Current Assets 4430793 3032529 2488439 2854217 1006324 Current Liabilities 3910867 2268171 1906173 1100038 978488 Cash Flow Net Cash Generated from Operating Activities

(290861) 13306 549442 143942 88788 Net Cash Used in Investing Activities (1341726) 172528 (82089) 55092 (160576) Net Cash Used in Financing Activities 1696880 (186599) (717380) (120475) 144891 Market Capitalization (in 000) 9014416 4256438 3704620 3559417 3448485

Managementrsquos Discussion amp Analysis

STxLAnnual Report 2018-2019 29

Financial and Economic Scenario of Bangladesh and the Globe (in brief)

Bangladesh is the 41st largest in the world in nominal terms and 30th largest by purchasing power parity (PPP) it is classified among the Next Eleven emerging market middle income economies and frontier market GDP growth is accelerating gradually Along with the current FY2018-19 the GDP growth rate of the economy of Bangladesh surpassed the 7 percent mark for consecutive four times since FY2015-16 According to Estimated Bangladesh Bureau of Statistics (BBS) the GDP growth stood at 813 percent in FY2018-19 which was 786 percent in previous fiscal year High growth of manufacturing sector under broad industry sector has contributed significantly to achieve high GDP growth in this fiscal year

Per capita GNI (Gross National Income) and GDP (Gross National Product) stood at US$1909 and US$1827 respectively in FY2018-19 compared to US$1751 and US$1675 respectively in FY2017-18 On the basis of PPP (Purchasing Power Parity) calculated by UNDP the per capita GNI stood at US$3524 The real GDP growth for World economy stands at 33 (Source IMF)

Bangladesh registered the fastest growth rate in the Asia-Pacific economies comprised of 45 countries according to Asian Development Bank Bangladesh will continue to be the fastest growing economy in the Asia-Pacific the bank said in its Asian Development Outlook (ADO)

Public and private investment were important contributors to the high GDP growth rate in 2019 Real investments increased by 1388 Public investment to GDP ratio increased while private investment to GDP ratio decreased However Foreign Direct Investment (FDI) declined to USD 158 billion in FY 2018 from 165 billion in FY 2017 Bangladesh leaped up 7 places in the Global Competitiveness Index from 2017 but it ranked the lowest amongst its East and South Asian neighbors in Ease of Doing Business Ranking 2018 The countryrsquos Logistics

Performance Index has dropped over the last two years signaling a significant concern for local and foreign investors

One of the most densely populated economies in the world Bangladesh has continued making impressive strides in achieving social development goals for its 16555 million citizens The resilience of the countryrsquos economy is commendable However sound economic policy must be implemented to mitigate underperformance of the financial sector diversify exports and create better employment opportunities by increasing private investment It also require to mitigate the infrastructure bottlenecks insufficient power and gas supplies bureaucratic corruption political instability natural calamities and a lack of skilled workers

Risks and Concerns issues related to the financial statements

Square Tex has exposure to the Counterpart Risk Financial Risk Credit Risk Liquidity Risk and Market Risk arising from the financial statements The detail explanation of risk and concerns are explained in the Note 38 to the consolidated financial statements Square Tex having sufficient and effective measures controls to mitigate the risk and concerns

Future Plan or Projection or Forecast

The Management of Square Tex is very sincere in adoption of necessary feasible plans and strategy in respect of sustainability in its performances amp financial position and to continue the operations for foreseeable future

Managementrsquos Discussion amp Analysis

STxL Annual Report 2018-201930

The number of Board Meeting and the Attendance of Directors during the year 2018-2019 were as follows

Name of the Directors Position Meeting Held Attended Mr Tapan Chowdhury Chairman 8 8 Mrs Ratna Patra Vice Chairman 8 8 Mr Samuel S Chowdhury Managing Director 8 8 Mrs Anita Chowdhury Director 8 5 Mr Anjan Chowdhury Director 8 8 Mr Syed Afzal Hasan Uddin Independent Director 8 7 Mrs Nihad Kabir Independent Director 8 8

Mr S M Rezaur Rahman Independent Director 8 0 Tenure Expired on 8th May 2019 Appointed on 1st August 2019

The pattern of shareholding as on 30 June 2019 are as follows

Name of the Shareholders Status Shares held i ParentSubsidiaryAssociated

Companies and other related parties

- - -

ii Directors Chief Executive Officer Chief Financial Officer Company Secretary Head of Internal Audit and their Spouses and Minor Childrens

Mr Tapan Chowdhury Chairman 6588167 334 Mrs Ratna Patra Vice Chairman 4474493 227 Mr Samuel S Chowdhury Managing Director 6181939 313 Mrs Anita Chowdhury Director 5843083 296 Mr Anjan Chowdhury Director 5401909 274 Mrs Nihad Kabir Independent Director - - Mr S M Rezaur Rahman Independent Director - - Mr M Habibur Rahman Chief Financial Officer - - Mr Sanjib Baran Roy Company Secretary - - Mr Mozibur Rahman Head of Internal Audit amp Compl - -

iv Executives Mr Md Alamgir Hossain Head of Operations - - Mr Suresh Chadra Bala Head of Plant 525 00003 Mr Md Abdur Rahman Head of Engineering 3215 00016 Mr Avijit Kumar Biswas Head of Procurement - - Mr Md Shahid Raihan Head of Quality Assurance - -

v Shareholders Holding 10 or more voting interest in the company Square Pharmaceuticals Ltd Sponsor Shareholder 91436679 4636

The Financial Statement of the Company

present true and fair view of the Companyrsquos state of affairs result of its operation cash flows and changes in equity

Proper books of accounts as required by the prevailing law have been maintained

Appropriate accounting policies have been followed in formulating the financial statements and accounting estimates were reasonable and prudent

The financial statement was prepared in accordance with IAS or IFRS

The internal control system is sound in design and is effectively implemented and monitored

There is no significant doubt about the companyrsquos ability to continue as a going concern

There is no significant deviation from the operating result of the last year

Key operating and financial data of last five years have been presented in summarized form in page no 14

Remuneration of Directors including Independent Director have been shown in Note no 22 in the Notes of Account

Annexure I to the Directorsrsquo Report

THE DIRECTORS ALSO REPORT THAT

STxLAnnual Report 2018-2019 31

A UDIT COM MIT T EE R EPO RT For the year 2018-2019

Square Textiles Limited having an Audit Committee as a subcommittee of the Board of Directors in order to assist the Board of Directors in ensuring and fulfilling its oversight responsibilities The Audit Committee consists of the following persons

Mrs Nihad Kabir Independent Director - Chairman Mrs Ratna Patra Vice Chairman - Member Mr Anjan Chowdhury Director - Member Mr Sanjib Baran Roy Company Secretary - Secretary

The scope of Audit Committee was defined as under

(a) Review and recommend to the Board to approve the quarterly and annual financial statements prepared for statutory purpose

(b) Monitor and oversee choice of accounting policies and principles internal control risk management process auditing matter hiring and performance of external auditors

(c) Review statement of significant related party transactions submitted by the management

(d) Carry on a supervision role to safeguard the systems of governance and independence of statutory auditors and

(e) Review and consider the report of internal auditors and statutory auditors observations on internal control

Activities carried out during the year

The Committee reviewed the integrity of the quarterly and annual financial statement and recommended to the Board for consideration The Committee had overseen reviewed and approved the procedure and task of the internal audit financial report preparation and the external audit reports The Committee found adequate arrangement to present a true and fair view of the activities and the financial status of the company and didnrsquot find any material deviation discrepancies or any adverse findingobservation in the areas of reporting

Mrs Nihad Kabir Chairman Audit Committee Date 13th October 2019

Annexure II to the Directorsrsquo Report

STxLAnnual Report 2018-2019 33

D I R E C T O R S P R O F I L E

W ho ar e se ek i ng a ppointm ent

Re-appointment of Director

Mrs Anita Chowdhury is a Director of Square Textiles Ltd spouse of late Samson H Chowdhury Founder Chairman of the Company Mrs Chowdhury is associated with the business from its inception in 1994 She is also a shareholder of Square Pharmaceuticals Ltd (Listed Company) Mrs Anita Chowdhury is also Director in 3 other private limited company namely Astras Limited Square Holdings Limited and Square Air Limited under the Square Group Mr Tapan Chowdhury is a Director of Square Textiles Ltd from its inception in 1994 and appointed as Chairman in 2018 second son of late Samson H Chowdhury founder Chairman of the Company Science graduate from the University of Dhaka and has completed different advanced courses on Business Management in Europe Having a prosperous experience of more than 37 years in Pharmaceuticals Hospitals Textiles RMG IT Healthcare Toiletries Food amp Consumer Products Organic Tea Plantation Capital Market Operation amp Satellite TV Broadcasting

Mr Chowdhury also Sponsor Director in 30 other private limited company namely Square Hospitals Ltd Square Toiletries Ltd Square Fashions Ltd Square Denims Ltd Square Food amp Beverages Ltd Square Securities Management Ltd Square Air Ltd Astras Ltd Sabazpur Tea Company Ltd Maasranga Communications Ltd (Maasranga Television) under the Square Group

At present he is the Chairman of Bangladesh Herbal Products amp Manufactures Association and Koinonia President of United Baptist Church Trust Association Vice President of Baptist World Alliance and Asia Pacific Baptist Federation EC Member of International Chamber of Commerce and Kurmitola Golf Club

He was an Advisor (Minister) to the Caretaker Government of Bangladesh in 2007 Mr Chowdhury was also a Former President of The Metropolitan Chamber of Commerce and Industry (MCCI) Young Menrsquos Christian Association (YMCA) and Bangladesh Baptist Church Fellowship (BBCF)

Mr Tapan Chowdhury has been awarded several times as a highest individual taxpayer in the Country CIP (Commercially Important Person)

Appointment of Independent Director

Mr S M Rezaur Rahman Economics Graduate Dhaka University is a capital market consultant and Director of United Corporate Advisory Services Ltd a firm of financial amp investment advisory and post issue management of initial public offer of securities amp other related jobs in Bangladesh Mr Reza has a rich experience of more than 35 years in capital market issue and post issue management of initial public offering of securities and in the corporate arena Mr Reza was a partner in AAA Consultant amp Financial Advisors from 1994 to 2004 served as Managing Director of SofSys Computing amp Data Processing Ltd from 1994 to 2011

He was inducted as Nominated Director in the Board of Aramit Cement Limited and Aramit Limited for three years Mr Reza was also the Independent Director of CVO Petrochemical Refinery Ltd Aramit Cement Limited amp Aramit Limited and Chairman of the Audit Committee of Aramit Cement Limited and Aramit Limited

Annexure III to the Directorsrsquo Report

DECLARATION BY CEO AND CFO Under Condition 1(5)(xxvi) of CGC

The Board of Directors Date 13 October 2019 Square Textiles Ltd Square Centre 48 Mohakhali CA Dhaka Subject Declaration on Financial Statements for the year ended on 30th June 2019 Dear Sirs Pursuant to the condition No 1(5)(xxvi) imposed vide the Commissionrsquos Notification No BSEC CMRRCD2006 -158207Admin80 Dated 3 June 2018 under section 2CC of the Securities and Exchange Ordinance 1969 we do hereby declare that 1 The Financial Statements of Square Textiles Ltd for the year ended on 30th June 2019 have been

prepared in compliance with International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS) as applicable in the Bangladesh and any departure there from has been adequately disclosed

2 The estimates and judgments related to the financial statements were made on a prudent and reasonable basis in order for the financial statements to reveal a true and fair view

3 The form and substance of transactions and the Companyrsquos state of affairs have been reasonably and fairly presented in its financial statements

4 To ensure above the Company has taken proper and adequate care in installing a system of internal control and maintenance of accounting records

5 Our internal auditors have conducted periodic audits to provide reasonable assurance that the established policies and procedures of the Company were consistently followed and

6 The managementrsquos use of the going concern basis of accounting in preparing the financial statements is appropriate and there exists no material uncertainty related to events or conditions that may cast significant doubt on the Companyrsquos ability to continue as a going concern

In this regard we also certify that -

(i) We have reviewed the financial statements for the year ended on 30th June 2019 and that to the best of our knowledge and belief

(a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading

(b) these statements collectively present true and fair view of the Companyrsquos affairs and are in compliance with existing accounting standards and applicable laws

(ii) There are to the best of knowledge and belief no transactions entered into by the Company during the year which are fraudulent illegal or in violation of the code of conduct for the companyrsquos Board of Directors or its members

Sincerely yours Samuel S Chowdhury M Habibur Rahman Managing Director Chief Financial Officer

Annexure IV to the Directorsrsquo Report

STxL Annual Report 2018-201934

CERTIFICATE OF COMPLIANCE Under Condition 1(5)(xxvii) of CGC

L imited on compliance on the Corporate Governance Code

We have examined the compliance status to the Corporate Governance Code by Square Textiles Limited for the year ended on 30th June 2019 This Code relates to the Notification No BSEC CMRRCD2006 -158207Admin80 Dated 3 June 2018 of the Bangladesh Securities and Exchange Commission Such compliance with the Corporate Governance Code is the responsibility of the Company Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of the Corporate Governance Code This is a scrutiny and verification and an independent audit on compliance of the conditions of the Corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Corporate Governance Code We state that we have obtained all the information and explanations which we have required and after due scrutiny and verification thereof we report that in our opinion

(a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the above mentioned Corporate Governance Code issued by the Commission or not complied (if not complied specify non-compliances)

(b) The company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code

(c) Proper books and records have been kept by the company as required under the Companies Act 1994 the securities laws and other relevant laws and

(d) The governance of the company is satisfactory

Place Dhaka BK Bhattacharjee FCA Dated 14 October 2019 Chartered Accountants

Partner Chowdhury Bhattacharjee amp Co

Annexure V to the Directorsrsquo Report

STxLAnnual Report 2018-2019 35

Report to the Shareholders of Square Texti les

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

100 Board of Directors 1(1) Board Size (minimum - 5 and maximum - 20) radic 1(2) Independent Director 12(a) 15th of total as Independent Director (ID) radic 12 (b) (i) Does not hold any share of less than 1 shares in the Company radic 12(b) (ii) Not a Sponsor of the Company radic 12 (b)(iii) Who has not been an executive of the company radic 12 (b)(iv) Does not have other relationship radic 12 (b)(v) Not a Member or TREC Director or Officer of any Stock Exchange radic 12 (b)(vi) Not a ShareholderDirectorOfficer of any MemberTREC holder of Stock Exch radic

12 (b)(vii) Not a partner or an Executive or was not a partner or an Executive during the preceding 3 (Three) years of the concerned Companyrsquos statutory audit firm radic

12 (b)(viii) Not an Independent Director in more than five listed Companies radic

12 (b)(ix) Not Convicted by a court of competent jurisdiction as a defaulter in payment of any loanadvance to a Bank or a Non-Bank Financial Institution radic

12 (b)(x) Not convicted for a Criminal Offence radic 12 ( c ) Appointed by the Board and approved by the shareholders in AGM radic 12 (d) Post cannot remain vacant more than 90 days radic 12 (e) Tenure of the Independent Director radic 13 Qualification of Independent Director 13(a) Independent Director shall be a knowledgeable individual radic 13(b)(i) Business Leader who is or was a promoter or director of an unlisted company radic 1(3)(b)(ii) Should be a Corporate LeaderBusiness Leader radic

1(3)(b)(iii) Former official of government radic

1(3)(b)(iv) University Teacher who has educational background in Economics or Commerce or Business Studies or Law radic

1(3)(b)(v) Professional Chartered Accountant Secretary or equivalent qualification radic 1 (3) ( c) The independent director shall have at least 10(ten) years of experiences radic 1 (3) (d) Relaxation in special cases NA 1(4) Duality of Chairperson of the Board of Directors and Managing Director or Chief Executive Officer 1(4)(a) The posts of Chairperson of the board and CEO are different individuals radic

1(4)(b) MD andor CEO of a listed Company shall not hold the same position in another listed Company

radic

1(4)(c) The Chairperson shall be elected form among the non-executive directors radic

1(4)(d) The Board shall clearly define respective roles and responsibilities of the Chairperson and the Managing Director andor CEO

radic

1(4)(e) In absence of Chairperson of the Board etc radic

1(5) The Directorsrsquo Report to Shareholders 1(5)(i) Industry outlook and possible future developments in the industry radic 1(5)(ii) Segment-wise or product-wise performance radic 1(5)(iii) Risks and concerns including internal and external risk factor radic 1(5)(iv) Discussion on Cost of Goods sold Gross profit Margin and Net Profit Margin radic 1(5)(v) Discussion on continuity of any extraordinary activities and implications radic 1(5)(vi) Detailed discussion and statement on related party transactions radic 1(5)(vii) Utilization of proceeds from publicrights issues andor through any others NA

1(5)(viii) Explanation if the financial results deteriorate after the company goes for IPO RPO Rights Offer Direct Listing etc NA

1(5)(ix) Explanation by the Management if significant variance occurs between Quarterly Financial Performance and Annual Financial Statements NA

1(5)(x) Remuneration to Directors including Independent Director radic

1(5)(xi) Statement that financial statements prepared by the management of the issuer present fairly its state of affairs the result of its operations cash flows and changes in equity

radic

1(5)(xii) Proper books of account of the issuer company have been maintained radic

1(5)(xiii) Appropriate accounting policies have been consistently applied in preparation to the financial statements and that the accounting estimates are based on reasonable and prudent judgment

radic

1(5)(xiv) International Accounting Statement (IAS) Bangladesh Accounting Standard (BAS) International Financial Reporting standard (BFRS) as applicable in Bangladesh have been followed in preparation of the financial statements and any departure there-from has been adequately disclosed

radic

1(5)(xv) The system of internal control is sound in design and has been effectively implemented and monitored radic

1(5)(xvi) A statement that minority shareholders have been protected from abusive actions by or in in the interest of controlling shareholders acting either directly or indirectly and have effective means of redress

radic

STATUS OF COMPLIANCE Under Condition 1(5)(xxvii) of CGC

Annexure VI to the Directorsrsquo Report

STxL Annual Report 2018-201936

Annexure VI to the Directorsrsquo Report

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

1(5)(xviii) Significant deviations from the last yearrsquos operation results of the issuer company shall be highlighted and the reasons there of should be explained radic

1(5)(xix) Key operating and financial data of at least preceding 5 (Five) years shall be summarized radic

1(5)(xx) If the issuer company has not declared dividend (cash or stock) for the year the reasons there of shall be given NA

1(5)(xxi) Boardrsquos statement to the effect that no bonus shares or stock dividend paid as interim dividend NA

1(5)(xxii) The number of Board meetings held during the year and attendance by each Director shall be disclosed radic

1(5)(xxiii) A report on the pattern of shareholding disclosing the aggregate (name wise details) radic

1(5)(xxiii)(a) ParentSubsidiaryAssociated Companies and other related parties (name wise details) radic

1(5)(xxiii)(b) Directors CEO Company Secretary CFO HIAC and their spouses and minor children (name wise details) radic

1(5)(xxiii)(c) Executives radic

1(5)(xxiii)(d) Shareholders holding ten percent (10) or more voting interest in the company (name wise details) radic

1(5)(xxiv)(a) A brief resume of the director in case of appointment or reappointment radic 1(5)(xxiv)(b) Nature of hisher expertise in specific functional areas

radic

1(5)(xxiv)(c ) Names of the companies in which the person also holds the directorship and the memberships of committees of the Board

radic 1(5)(xxv) Management discussion and analysis signed by CEOMD presenting detail analysis of the companyrsquos position and

operations 1(5)(xxv)(a) Accounting policies and estimation for preparation of financial statements radic

1(5)(xxv()b) Changes in accounting policies and estimation as well as cash flows on absolute figure for such changes radic

1(5)(xxv(c ) Comparative analysis and financial position as well as cash flew for current financial year with immediate preceding five years explaining reasons radic

1(5)(xxv)(d) Compare such financial performance or results and financial position as well as cash flows with the peer industry scenario radic

1(5)(xxv)(e) Briefly explain the financial and economic scenario of the country and globe radic 1(5)(xxv)(f) Risks and concerns issues related to the financial statements radic

1(5)(xxv)(g) Future plan or projection or forecast for companyrsquos operation shall be explained to the shareholders in the next AGM radic

1(5)(xxvi) Declaration or certification by the CEO and the CFO to the Board as required under condition No 3(30) shall be disclosed as per Annexure-A radic

1(5)(xxvii) The report as well as certificate regarding compliance of conditions of this Code as required under condition No 9 shall be disclosed radic

1(6) Meeting of the Board of Directors 1(6) Compliance under Bangladesh Secretarial Standards (BSS) radic 1(7) Code of Conduct for the Chairperson other Board members and Chief Executive Officer

1(7)(a) The Board shall lay down a code of conduct based on the recommendation of the Nomination and Remuneration Committee(NRC) radic

1(7)(b) The code of conduct as determined by the NRC shall be posted on the website of the company including among others prudent conduct and behaviorhellip radic

2 Governance of Board of Directors of Subsidiary Company

2(a) Provisions relating to the composition of the Board of the holding company shall be made applicable to the composition of the Board of the subsidiary company

radic

2(b) Independent Director of holding company also in the subsidiary company radic

2(c) Minutes of subsidiary to be placed in the meeting of holding company radic

2(d) The minutes of the respective Board meeting of the holding company shall state that they have reviewed the affairs of the subsidiary company

radic

2(e) The Audit Committee of the holding company shall also review the financial statements in particular the investments made by the subsidiary company radic

3 Managing Director (MD) or Chief Executive Officer Chief Financial Officer (CFO) Head of Internal Audit and Compliance (HIAC) and Company Secretary (CS) 31 Appointment

3(1)(a) Board shall appoint a MD or CEO Company Secretary CFO and HIAC radic

3(1)(b) The positions of the MDCEOCSCFO amp HIAC shall be filled by different individuals radic

3(1)(c) The MD or CEO CS CFO and HIAC of a listed company shall not hold any executive position in any other company at the same time radic

3(1)(d) The Board shall clearly define respective roles responsibilities and duties of the CFO the HIAC and the CS radic

3(1)(e) MD or CEO CS CFO and HIAC shall not be removed from their position without approval of the Board and be disseminated to the commission and exchange radic

32 Requirement to attend Board of Directorsrsquo Meetings 3 (2) MD or CEOCSCFO and HIAC shall attend the meetings of the Board radic 33 Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial Officer (CFO)

3(3)(a)(i) The statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading radic

3(3)(a)(ii) The statements together present a true and fair view of the companyrsquos affairs and are in compliance radic

3(3)(b) The MD or CEO and CFO to certify on due diligence in the Report radic

STxLAnnual Report 2018-2019 37

Annexure VI to the Directorsrsquo Report

Condition

No Title Compliance Status

Remarks (If any) Compiled Not Compiled

3(3)( c) The certification of the MDCEO and CFO shall be disclosed in the Annual Report radic 4 Board of Directorsrsquo Committee 4 (i) Audit Committee radic 4 (ii) Nomination and Remuneration Committee radic 5 Audit Committee 51 Responsibility to the Board of Directors 5(1) (a) Company shall have an Audit Committee as a sub-committee of the Board radic

5(1) (b) Audit Committee shall assist the Board in ensuring that the financial statements reflect true and fair view of the state of affairs of the Company and in ensuring a good monitoring system within the business

radic

5(1) (c) Audit Committee shall report on its activities to the Board of Directors radic

52 Constitution of the Audit committee 5(2) (a) The Audit Committee shall be composed of at least 3 (three) members radic

5(2) (b) Board shall appoint members of the Audit Committee who shall be non-executive director

radic

5(2) (c ) All members of the Audit Committee should be ldquofinancially literaterdquo and at least 1 (one) member shall have accounting or related financial management experience

radic

5(2) (d) When the term of service of the Committee members expires or there is any circumstance causing any Committee member to be unable to hold hellip radic

5(2) (e) The Company Secretary shall act as the Secretary of the Audit Committee radic 5(2)(f) Quorum of Audit Committee meeting at least One independent director radic 53 Chairperson of the Audit Committee 5(3)(a) The Board shall select Chairperson of the Audit Committee who will be ID radic 5(3)(b) Absence of the Chairperson of the Audit Committee members to elect one radic 5(3)( c) Chairperson of the Audit Committee shall remain present in the AGM radic 54 Meeting of the Audit Committee 5(4)(a) The Audit Committee shall conduct at least 4 meetings in a financial year radic 5(4)(b) Quorum of Audit Committee presence of 2 or 23 members whichever is higher radic 55 Role of Audit Committee 5(5)(a) Oversee the financial reporting process radic 5(5)(b) Monitor choice of accounting policies and principles radic 5(5)(c ) Internal Audit and Compliance process to ensure that it is adequately resourced radic 5(5)(d ) Performance of external auditors radic

5(5)(e) Hold meeting with the auditors review the annual financial statements before submission to the Board for approval or adoption radic

5(5)(f ) Review with the management the annual financial statements before submission to the Board for approval radic

5(5)(g ) Review with the management the Quarterly and half yearly financial statements before submission to the Board for approval radic

5(5)(h ) The review adequacy of internal audit function radic

5(5)(i) Review the managementrsquos discussion and analysis before disclosing in the Annual Report radic

5(5)(j ) Review statement of all related party transactions submitted by the Mgt radic

5(5)(k ) Review management letters or letter of Internal Control weakness issued by statutory auditors radic

5(5)(l ) Oversee determination of audit fees based on scope and magnitude radic 5(5)(m ) Oversee whether IPO proceeds utilized as per the published Prospectus NA 56 Reporting of the Audit Committee 56 (a) Reporting to the Board of Directors 5(6)(a)(i) The Audit Committee shall report on its activities to the Board radic 5(6)(a)(ii)(a) Report on conflicts of interests radic

5(6)(a)(ii)(b) Suspected or presumed fraud or irregularity or material defect identified in the internal audit and compliance process radic

5(6)(a)(ii)(c) Suspected infringement of laws regulatory compliance including securities related laws relies and regulation radic

5(6)(a)(ii)(d) Any other matter which the Audit Committee deems necessary shall be disclosed to the Board immediately radic

56 (b) Reporting to the Authorities 57 Reporting to the Shareholders and General Investors 5(7) Reporting to the Shareholders and General Investors radic 6 Nomination and Remuneration Committee (NRC) 61 Responsibility to the Board of Directors 6(1)(a) The company shall have a NRC as a sub-committee of the Board radic

6(1)(b) NRC shall assist the Board in formulation of the nomination criteria or policy for determining qualifications radic

6(1)(c) The Terms of Reference of the NRC shall be clearly set forth in writing radic 62 Constitution of the NRC 6(2)(a) The Committee shall comprise of at least three members including an ID radic 6(2)(b) All members of the Committee shall be non-executive directors radic 6(2)(c) Members of the Committee shall be nominated and appointed by the Board radic

STxL Annual Report 2018-201938

Annexure VI to the Directorsrsquo Report

Condition No Title

Compliance Status

Remarks (If any) Compiled Not Compiled

6(2)(d) Board have authority to remove and appoint any member of the committee radic 6(2)(e) Board shall fill the vacancy within 180 days of such vacancy in the Committee radic 6(2)(f) The Chairperson of the Committee may appointco-opt any external expert radic 6(2)(g) The company secretary shall act as the secretary of the committee radic

6(2)(h) The quorum of the NRC meeting shall not constitute without attendance of at least an independent director radic

6(2)(i) No member of the NRC shall receive any remunerationadvisory other than Directorrsquos fees or honorarium form the company radic

63 Chairperson of the NRC 6(3)(a) Board shall select 1 member of the NRC to be Chairperson of the Committee radic 6(3)(b) Absence of chairperson the remaining members may elect one of them radic 6(3)(c) Chairperson of the NRC shall attend the AGM radic 64 Meeting of the NRC 6(4)(a) The NRC shall conduct at least one meeting in a financial year radic 6(4)(b) The Chairperson of the NRC may convene any emergency meeting radic 6(4)(c) Quorum of NRC meeting presence of 2 or 23 members whichever is higher radic

6(4)(d) Proceedings of NRC meeting shall be recorded in the minutes and such minutes shall be confirmed in the next meeting radic

65 Role of NRC

6(5)(a) NRC shall be independent and responsibleaccountable to the Board and to the shareholders radic

6(5)(b)(i)(a) Level and composition of remuneration is reasonable and sufficient to attract retain and motivate suitable directors to run the company successfully radic

6(5)(b)(i)(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks radic

6(5)(b)(i)(c) Remuneration to directors top level executive involves a balance between fixed and incentive pay reflecting short and long term performance radic

6(5)(b)(ii) Devising a policy on Boardrsquos diversity taking into consideration age experience etc radic

6(5)(b)(iii) Identifying persons who are qualified the criteria laid down and recommend their appointment and removal to the Board radic

6(5)(b)(iv) Formulating criteria for evaluation of performance of independent directors and the Board radic

6(5)(b)(v) Identifying companyrsquos needs for employees at different levels and determine their selection transfer or replacement radic

6(5)(b)(vi) Developing recommending and reviewing annually the companyrsquos human resources and training policies radic

6(5)(c ) The company shall disclose the nomination and remuneration policy and the evaluation criteria and activities of NRC at a glance in its annual report radic

7 External or Statutory Auditors 7(1) Issuer company shall not engage its external auditors to perform the following 7(1)(i) Appraisal or valuation services or fairness opinions radic 7(1)(ii) Financial information systems design and implementation radic 7(1)(iii) Book keeping or other service related to the account ion records radic 7(1)(iv) Brokerndashdealer services radic 7(1)(v) Actuarial services radic 7(1)(vi) Internalspecial audit services radic 7(1)(vii) Any services that the Audit Committee may determine radic 7(1)(viii) Certification services on compliance of corporate governance radic 7(1)(ix) Any other service that may create conflict of interest radic

7(2) No partner or employees of the ExternalStatutory Auditors audit firms shall possess any share of the company they audit at least during the tenure radic

7(3) Representative of External Auditors shall remain present in the AGM radic 8 Maintaining a website by the company 8(1) The company shall have an official website linked with that of the stock exchange radic 8(2) The company shall keep the website functional from the date of listing radic

8(3) The company shall make available the detailed disclosures on its website as required under the listing regulations of the concerned stock exchanges radic

9 Reporting and Compliance of Corporate Governance

9(1) The company shall obtain a certificate from a practicing professional firm on yearly basis regarding compliance of conditions of Corporate Governance and such certificate shall be disclosed in the Annual Report

radic

9(2) The professional who will provide the certificate on compliance of Corporate Governance shall be appointed by the Shareholders in the AGM radic

9(3) The directors of the company shall state in accordance with the Annexure-C attached in the directors report whether the company has complied with these conditions

radic

STxLAnnual Report 2018-2019 39

A Nomination and Remuneration Policy

100 Introduction The Nomination and Remuneration Policy is prepared and adopted in compliance with Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission in view to formulate and recommend proper fair transparent and non-discriminatory nomination and remuneration for the Directors and Top Level Executives of the Square Textiles Ltd The Nomination and Remuneration Policy of Directors and Top Level Executives has been formulated by the Nomination and Remuneration Committee and has been approved by the Board of Directors of Square Textiles Ltd 200 Definitions

ldquoNRC or the Committeerdquo means Nomination and Remuneration Committee

ldquothe Companyrdquo means Square Textiles Ltd

ldquoBoardrdquo means Board of Directors of Square Textiles Ltd

ldquoDirectorrdquo means Member of the Board

ldquoTop Level Executiverdquo means the Managing Director or Chief Executive Officer Additional or Deputy Managing Director Chief Operating Officer Chief Financial Officer Company Secretary Head of Internal Audit and Compliance Head of Administration and Human Resources or equivalent positions and same level or ranked or salaried officials of the company 300 Nomination and Remuneration Committee The Nomination and Remuneration Committee has been constituted by the Board of Directors of the Company as a subcommittee to assist the Board under the Condition No 6 of the Corporate Governance Code 2018 of Bangladesh Securities and Exchange Commission

NRC is independent and responsible or accountable to the Board of Directors and to the Shareholders of Company The NRC consists of the following Non-Executive Director of the Board Name of the Members Position in the

Committee

Mrs Nihad Kabir - Chairman Independent Director Mrs Ratna Patra - Member Director Mr Anjan Chowdhury - Member Director The Terms of Reference of the NRC have been defined and adopted by the Board of Directors of the Company 400 Objective

The objective of the NRC is to oversee assist and guide the Board of Directors-

To formulate the criteria for determining qualifications positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration of Directors and Top Level Executives

To devise policy on Boards diversity taking into consideration of age gender experience ethnicity educational background and nationality

To the appointment fixation of remuneration and removal of Directors and Top Level Executives

To formulate the criteria in respect to evaluate performance of the Independent Director and the Board

To identify the companyrsquos needs for employees at different levels and determine their selection transfer or replacement and promotion criteria

NRC SQUARE TEXTILES Under Condition 6(5)(c)

STxL Annual Report 2018-201940

To develop recommend and review the companyrsquos human resources and training policies

To retain motivate and promote talent and to ensure long term sustainability of talented Top Level Executive and create competitive advantage

To recommend Code of Conduct for the Chairman and other Members of the Board and Managing Director

To Implement and monitor policies and processes regarding principles of corporate governance

500 Nomination and Appointment of Directors and Top Level Executives The committee is responsible to ensure that the procedures for nomination and appointment of Directors and Top Level Executive are taken place in transparent rigorous and non-discriminatory way The committee also responsible to identify and ascertain the combination of age gender educational background experience knowledge ethnicity diversity nationality and other relevant personal values amp attributes for nomination and appointment of Director and Top Level Executives 600 Remuneration for Directors and Top Level Executives The committee shall oversee review and make report with recommendation to the Board the level and composition of remuneration is reasonable and sufficient to attract motivate and retain suitable dependable and skilled Director and Top Level Executive They also consider and review the relationship of remuneration to performance is clear and meets appropriate performance benchmarks remuneration to Director and Top Level Executive involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals

700 Validation of the Policy

This policy on Nomination and Remuneration of Directors and Top Level Executives of the Company has been formulated by the Nomination and Remuneration Committee and has been approved by the Board of Directors of Square Textiles Ltd 800 Amendments to the Policy The Board preserve the rights to amend and review time to time the provisions of the policy depending on the legal and other requirements or for a bona fide purpose

B Evaluation of Performance Evaluation of performance of Directors be carried out through completion of a preset confidential questionnaire andor collective feedback or any other effective criteria adopted by the Board yearly or at such intervals of its work function and performance as may be considered necessary in order to ascertain the effectiveness and to measure the contribution of the Directors as well as the Top Level Executives of the Company

C Activities of the NRC carried out during the reporting period The NRC carried out the following activities in line with Committeersquos Terms of Reference during the reporting period i Reviewed and recommended the Code of

Conduct for the Chairman other Members of the Board and Managing Director

ii Reviewed the Companyrsquos existing policy relating to the remuneration of Directors and Top Level Executives

iii Discussed and decided in regard to formulate the criteria of evaluation of performance of the Board and Independent Directors

iv Reviewed the Companyrsquos existing Human Resource and Training policies

NRC SQUARE TEXTILES Under Condition 6(5)(c)

STxLAnnual Report 2018-2019 41

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STxL Annual Report 2018-201942

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STxLAnnual Report 2018-2019 43

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STxL Annual Report 2018-201944

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STxLAnnual Report 2018-2019 45

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STxL Annual Report 2018-201946

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DwjoslashwLZ

Financial Statement 2018-2019

Statement of Financial Position - 54

Statement of Profit or Loss and other Comprehensive Income - 55 Statement of Changes in Equity - 56 Statement of Cash Flows - 57 Basis of Preparation and Presentation - 58 Application of IAS - 58 Employees Benefit Plan - 60 Financial Risk Management - 61 Related Party Transaction - 62 Property Plants and Equipment - 72

Square Texti les Ltd And it Subsidiary

Consolidated

INDEPENDENT AUDITORSrsquo REPORTINDEPENDENT AUDITORSrsquo REPORTTo the shareholders of SQUARE TEXTILES LIMITED

REPORT ON THE AUDIT OF THE CONSOLIDATED amp SEPARATEFINANCIAL STATEMENTS

Opinion

We have audited the Consolidate financial statements of SQUARE TEXTILES LIMITED amp its subsidiary (the ldquoGrouprdquo) as well as the separate financial statements of SQUARE TEXTILES LIMITED (the ldquoCompanyrdquo) which comprise the Consolidated amp Separate Statement of Financial Position as at 30 June 2019 and Consolidated amp Separate Statement of profit or loss amp other Comprehensive Income Consolidated amp Separate Statement of Changes in Equity and Consolidated amp Separate Statement of Cash Flows for the year then ended and notes to the Consolidated amp Separate financial statements including a summary of significant accounting policies and other explanatory information

In our opinion the accompanying consolidated financial statements of the Group amp separate financial statement of the company give a true and fair view in all material respects of the Consolidated amp Separate financial position of the company as at 30 June 2019 and its Consolidated amp Separate financial profit or loss amp other Comprehensive Income and its Consolidated amp Separate cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) the Companies Act 1994 the securities and Exchange Rules 1987 and other applicable laws and regulations

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) Our responsibilities under those standards are further described in the Auditorsrsquo Responsibilities for the Audit of the Consolidated amp Separate Financial Statements section of our report We are independent of the Group amp the Company in accordance with the International Ethics Standards Board for Accountantsrsquo Code of Ethics for Professional Accountants (IESBA code) together with the ethical requirements that are relevant to our audit of the financial statements in Bangladesh and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of most significance in our audit of the financial statement of the current period These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon and we do not provide opinion on these matters

STxL Annual Report 2018-201948

Our response to the risk

RiskRevenue Recognition

See note no 2000 to the Separate financial statements

Revenue recognition has significant and wide influence on financial statements Revenue is recognized when the amounts and the related costs are reliably measured and the performance obligation is complete through passing of control to the customers Revenue from the sale of goods is recognized at the time when the goods are transferred to the buyer the significant risks and rewards of ownership of the goods

We identified revenue recognition as a key audit matter because revenue is one of the key performance indicators of the Company and therefore there is an inherent risk of manipulation of the timing of recognition of revenue by management to meet specific targets or expectations

We focused on the proper cut-off of sales to the Companys customers There is a risk of differences between the timing of invoicing of products and the dispatch of the products

We assessed the appropriateness of revenue recognition accounting policy in line with IFRS 15 Revenue from contracts with customers

Performed walkthroughs to understand the adequacy and the design of the revenue cycle

Tested the internal control over financial reporting we also assessed the existence and accuracy of the sales recorded

Valuation of inventory

See note no 700 to the Separate financial statements

The inventory of Tk 2821819716 at 30 June 2019 held in warehouses and across multiple product lines in factory

In order to carry inventory at the lower of cost and net realizable value management has identified slow moving obsolete and damaged inventories and made adjustments to the carrying value of these items the calculation of which requires certain estimates and assumptions

Evaluating the design and implementation of key inventory controls operating across the factory and warehouse

Testing on a sample basis the stock aging profile expiry dates and the market price used in assessing the net realizable values of inventories to the related supporting documents

Comparing the net realizable value obtained through a detailed review of sales subsequent to the year-end to the cost price of a sample of inventories

Our procedures included the following to assess inventory Valuation

STxLAnnual Report 2018-2019 49

Our response to the riskRiskRevenue Recognition

See note no1400 to the Separate financial statements

The net deferred tax liability totaling Tk 235701174 as at 30 June 2019

Significant judgment is required in relation to deferred tax liabilities as it is dependent on forecasts of future profitability over a number of years

Valuation of Property Plant and Equipment

The carrying value of the PPE amounted to Tk 5374733212 at 30 June 2019 The valuation of PPE was identified as a key audit matter due to the significance of this balance to the financial statements

Expenditures are capitalized if they create new or enhance the existing assets and expensed if they relate to repair or maintenance of the assets Classification of the expenditures involves judgment The useful lives of PPE items are based on managementrsquos estimates regarding the period during which the asset or its significant components will be used The estimates are based on historical experience and market practice and take into consideration the physical condition of the assets

We assessed whether the accounting policies in relation to the capitalization of expenditures are in compliance with IFRS and found them to be consistent

We obtained a listing of capital expenditures incurred during the year and on a sample basis checked whether the items were procured based on internal purchase order that had been properly approved by the responsible individuals

We inspected a sample of invoices and LC documents to determine whether the classification between capital and operating expenditure was appropriate

Our audit included the following proce-dures

We checked deferred tax expenses and liabilities in the financial statements and compare them with the Companyrsquos calculation and records

We obtained an understanding evaluated the design and tested the operational effectiveness of the companyrsquos key controls over the recognition and measurement of deferred tax liabilities and the assumptions used in estimating the companyrsquos future taxable income

We involved tax specialists to assess key assumptions controls recognition and measurement of deferred tax liabilities

We also assessed the appropriateness of presentation of disclosures against IAS-12 income tax

We additionally carried out the following substantive testing for this item

STxL Annual Report 2018-201950

Other MatterOur opinion have been made on the consolidated financial statement of Square Textiles Limited and subsidiary company Square Texcom Limited as at and for the year ended June 30 2019 is audited by Chowdhury Bhattacharjee amp Co Chartered Accountant on October 01 2019 and provided un qualified opinion

Other Information Management is responsible for the other information The other information comprises the information included in the annual report but does not include the financial statements and our auditorrsquos report thereon The Annual Report is expected to be made available to us after the date of this auditorsrsquo report Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon In connection with our audit of the consolidated amp separate financial statements our responsibility is to read the other information and in doing so consider whether the other information is materially inconsistent with the consolidated amp separate financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated Our opinion on the consolidated amp separate financial statements does not cover the other information and we do not express any form of assurance conclusion thereon

Our response to the riskRiskRevenue Recognition

See note no1400 to the Separate financial statements

See note no 314 to the Separate financial statements

Merger with Square Yarns Limited

As per verdict of High Court company matter no 165 of 2018 Square Yarns Limited a private limited company incorporated under Companies Act 1994 has merged with Square Textiles Ltd from January 01 2019

We obtained the order of Honorable High Court amp the Scheme of amalgamation approved by the High Court for this merger We obtained the audited financial statements of Square Yarns Limited for the period ended December 31 2018 We checked whether the carrying amount of Square Yarns Limited has merged with the financial statement of SQUARE TEXTILES LIMITED as at June 30 2019

We evaluated whether the useful lives determined and applied by the management were in line with historical experience and the market practice

We checked whether the depreciation of PPE items was commenced timely by comparing the date of the reclassification from capital in progress to ready for use with the date of the act of completion of the work

STxLAnnual Report 2018-2019 51

Responsibilities of Management and Those Charged with Governance for the Consolidated amp Separate Financial Statements and Internal ControlsManagement is responsible for the preparation and fair presentation of the Consolidated amp Separate financial statements of the Group amp also separate financial statement of the Company in accordance with IFRSs the Companies Act 1994 the Securities and Exchange Rules 1987 and other applicable laws and regulations and for such internal control as management determines is necessary to enable the preparation of Consolidated amp Separate financial statements that are free from material misstatement whether due to fraud or error The companies Act 1994 require the management to ensure effective internal audit internal control and risk management factions of the companyIn preparing the financial statements management is responsible for assessing the Grouprsquos amp the companyrsquos ability to continue as a going concern disclosing as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations or has no realistic alternative but to do soThose charged with governance are responsible for overseeing the Grouprsquos amp the companyrsquos financial reporting process

Auditorrsquos Responsibilities for the Audit of the Financial StatementsOur objectives are to obtain reasonable assurance about whether the Consolidated amp Separate financial statements as a whole are free from material misstatement whether due to fraud or error and to issue an auditorrsquos report that includes our opinion Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists Misstatements can arise from fraud or error and are considered material if individually or in the aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated amp Separate financial statements

As part of an audit in accordance with ISAs we exercise professional judgment and maintain professional skepticism throughout the audit We also

Identify and assess the risks of material misstatement of the Consolidated amp Separate financial statements whether due to fraud or error design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion forgery intentional omissions misrepresentations or the override of internal control

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in circumstances

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management

Conclude on the appropriateness of managementrsquos use of the going concern basis accounting and based on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Grouprsquos amp the Companyrsquos ability to continue as a going concern If we conclude that a material uncertainty exists we are required to draw attention in our auditorrsquos report to the related disclosures in the Consolidated amp Separate financial statements or if such disclosers are inadequate to modify our opinion Our conclusions are based on the audit evidence obtained up to the date of our auditorrsquos report However future events or conditions may cause the company to cease to continue as a going concern

bull

bull

bull

bull

STxL Annual Report 2018-201952

Place DhakaDated October 27 2019

Evaluate the overall presentation structure and content of the Consolidated amp Separate financial statements including the disclosures and whether the Consolidated amp Separate financial statements represent the underlying transactions and event in a manner that achieves fair presentation

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the Consolidated amp Separate financial statement we are responsible for the direction supervision and performance of the group audit We solely responsible for our audit opinion

We communicate with those charged with governance regarding among other matters the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable related safeguards

From the matters communicated with those charged with governance we determine those matters that were of most significance in the audit of the Consolidated amp Separate financial statements of the current period and are therefore the key audit matters We describe these matters in our auditorrsquos report unless law or regulation precludes public disclosure about the matter or when in extremely rare circumstances we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication

Report on other Legal and Regulatory Requirements In accordance with the Companies Act 1994 and the Securities and Exchange Rules 1987 and relevant notifications issued by Bangladesh Securities and Exchange Commission we also report that

bull

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of accounts records and other statutory books as required by law have been kept by the company so far as it appeared from our examinations of those books and proper returns adequate for the purpose of our audit have been received from branches not visited by us

The statement of Consolidated amp Separate Financial Position Consolidated amp Separate Statement of profit or loss amp other Comprehensive Income and Consolidated amp Separate Statement of Changes in Equity and Consolidated amp Separate Statement of Cash Flows of the Company dealt with by the report are in agreement with the books of account and returns

The expenditure was incurred for the purpose of the Companyrsquos business

a)

b)

c)

d)

bull

STxLAnnual Report 2018-2019 53

Ahmed Zaker amp Co Chartered AccountantsAKM Mohitul Haq FCASenior Partner

Consolidated

SQUARE TEXTILES LIMITEDConsolidated Statement of Financial PositionAs at June 30 2019

ASSETS

NON-CURRENT ASSETS 6794125077 5850815043Property Plant amp Equipment- Carrying Value 400 6013100252 4369283667Capital Work In Progress 500 724741065 1425247616Goodwill 600 56283760 56283760

CURRENT ASSETS 6834205533 5708002400Inventories 700 3108769448 2117499335Accounts Receivable 800 3254869758 2537386382Advances Deposits amp Prepayments 900 289933615 457007961Cash amp Cash Equivalents 1000 180632712 596108722

TOTAL ASSETS 13628330610 11558817443

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 7498757447 7444414383Share Capital 1100 1972520000 1878590480Retained Earnings 1200 5526237447 5565823903

NON CONTROLLING INTEREST 1300 14938707 23924714

NON-CURRENT LIABILITIES Deferred Tax Liability 1400 279327185 222054637

CURRENT LIABILITIES amp PROVISIONS 5835307271 3868423709Short Term Bank Loan (Secured) 1500 3370859633 3416687761Creditors amp Other Payables 1600 71576651 131402995Liabilities for Others Finance 1700 145174138 136623950Short Term Loan 1800 2168788505 1385741Provision for Income Tax 1900 78908344 182323262 TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 13628330610 11558817443 NET ASSET VALUE PER SHARE (RESTATED) 3802 3774

STxL Annual Report 2018-201954

Particulars Note June 302018Taka

June 302019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SALES REVENUE 2000 10562041464 9411869563

Cost of Goods Sold 2100 (9425402349) (8443275210)

GROSS PROFIT 1136639115 968594353

Administrative Overhead 2200 (278901489) (286279858)

Selling and Distribution Overhead 2300 (15559867) (10055542)

PROFIT FROM OPERATIONS 842177759 672258953

Finance Cost 2400 (280059922) (107733800)

Non-Operating Income 12790260 5181890

PROFIT BEFORE WPPF amp WF 574908097 569707043

Allocation for WPPF amp WF 2500 (27376576) (27128907)

PROFIT BEFORE TAX 547531521 542578136

Provision for Tax (Current) 2600 (59896768) (64328453)

Provision for Tax (Deferred) 2700 (57272548) (18777387)

Profit After Tax for The Period 430362205 459472296

Non-Controlling Interest (1338236) (2416813)

Net Income for the Period 429023969 457055483

EARNINGS PER SHARE (EPS)- RESTATED 2800 218 232

SQUARE TEXTILES LIMITEDConsolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended June 30 2019

STxLAnnual Report 2018-2019 55

Particulars Note 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SQUARE TEXTILES LIMITEDConsolidated Statement of Changes in EquityFor the Year Ended June 30 2019

Share Retained Total Capital Earnings Balance as at June 30 2018 1878590480 5565823903 7444414383 Net Profit for the Year Ended June 30 2019 - 429023969 429023969 Adjustment of Non controlling Interest - 1037191 1037191 Cash Dividend for 2017-18 - (375718096) (375718096)Stock Dividend for 2017-18 93929520 (93929520) - Balance As at June 30 2019 1972520000 5526237447 7498757447 Tk

Particulars

For the Year Ended June 30 2018

Share Retained Total Capital Earnings Balance as at June 30 2017 1789133790 5556051868 7345185658 Net Profit for the Year Ended June 30 2018 - 457055483 457055483 Cash Dividend for 2016-17 - (357826758) (357826758)Stock Dividend for 2016-17 89456690 (89456690) - Balance As at June 30 2018 1878590480 5565823903 7444414383 Tk

Particulars

STxL Annual Report 2018-201956

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 9844558088 8805485201Exchange Fluctuation Gain (Realization from Transection) 6599666 3498975Receipts from Other Income 1947315 597793Total Receipts 9853105069 8809581969 Payments to Suppliers (8135939006) (6378230512)Paid for Operating amp Non-operating Expenses (2084602173) (2194327758)Interest Expenses Paid (240448525) (83330142)Income Tax Paid (58842458) (101025851)Total Payments (10519832162) (8756914263) Net Cash Generated (Used in) from Operating Activities (666727093) 52667706 CASH FLOWS FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant amp Equipment (1444563624) (1418810057)Paid for Non controlling Interest for Merger of SYL (9287050) -Net Cash Generated (Used in) from Investing Activities (1453850674) (1418810057) CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (45828128) 1477139998Short Term Loan from (To) Sister Company 2124536378 (21069052)Payment of Dividend (375718096) (357826758) Net Cash Generated (Used in) from Financing Activities 1702990154 1098244188 Increase (Decrease) in Cash amp Cash Equivalents (417587613) (267898163)Net effect of foreign currency translation 2111603 1085122Opening Cash amp Cash Equivalents 596108722 862921763

CLOSING CASH amp CASH EQUIVALENTS 180632712 596108722 Net Operating Cash Flows Per Share(Restated) (338) 027

SQUARE TEXTILES LIMITEDConsolidated Statement of Cash Flows For the Year Ended June 30 2019

STxLAnnual Report 2018-2019 57

Particulars 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Consolidated

SQUARE TEXTILES LIMITEDSQUARE TEXTILES LIMITEDNotes to the Consolidated Financial StatementsAs at and for the year ended June 30 2019

1ESTABLISHMENT AND OPERATIONS

11 LEGAL FORM OF THE ENTERPRISES

Square Textiles Limited (Here in after said as the company) is a public limited company and its subsidiary Square Texcom Limited incorporated with the Registrar of Joint Stock Companies and Firms Dhaka Bangladesh under Companies Act 1913 and Companies Act 1994 respectively The Company is listed with Dhaka Stock Exchange (DSE) amp Chittagong Stock Exchange(CSE)

12 ADDRESS OF REGISTERED OFFICE AND FACTORY OF THE COMPANY

The address of the registered office at Square Centre 48 Mohakhali CA Dhaka -1212 Factory at 1) Saradaganj Kashimpur Gazipur 2) Olipur Habiganj 3) Kathali Valuka Mymensingh

13 NATURE OF BUSINESS

The company owns Six (6) units of spinning mills and a twisting mill Its activities and operations are related with manufacturing and marketing of Yarns

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATERIAL INFORMATION

21 STATEMENT OF COMPLIANCE

The financial statements have been prepared in conformity with the provisions of the Companies Act 1994 The Securities and Exchanges Rules 1987 and other relevant rules and regulations

22 BASIS OF PREPARATION

The financial statements have been prepared in accordance with the going concern principle and historical cost convention The significant accounting policies are set out below

23 STATEMENT ON COMPLIANCE OF INTERNATIONAL ACCOUNTING STANDARDS

The following IASs and IFRSs are applicable for the financial statements for the year under review

IAS 1 Presentation of Financial StatementsIAS 2 InventoriesIAS 7 Statement of Cash FlowsIAS 8 Accounting Policies Changes in Accounting Estimates and ErrorsIAS 10 Events after the Reporting PeriodIAS 12 Income TaxesIAS 16 Property Plant and EquipmentIAS 19 Employee BenefitsIAS 21 The Effects of Changes in Foreign Exchange RatesIAS 23 Borrowing CostsIAS 24 Related Party DisclosuresIAS 33 Earnings per ShareIAS 34 Interim Financial ReportingIAS 36 Impairment of Assets IAS 37 Provisions Contingent Liabilities and Contingent AssetsIFRS 3 Business Combination IFRS 5 Non-Current Assets Held for Sale amp Discontinued OperationsIFRS 7 Financial Instruments DisclosureIFRS 8 Operating SegmentsIFRS 10 Consolidated Financial StatementsIFRS 12 Disclosures of interests in Other EntitiesIFRS 15 Revenue from Contracts with CustomersIFRS 16 Leases

STxL Annual Report 2018-201958

Consolidated

24 GOING CONCERN

As per IAS-1 a company is required to make assessment at the end of each year to assess its capability to continue as going concern The 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 liabilities For this reason the Directors continue to adopt the going concern assumption while the financial statements have been prepared

25 ACCRUAL BASIS

The financial statements have been prepared except cash flow information using the accrual basis of accounting

26 STRUCTURE CONTENTS AND PRESENTATION OF FINANCIAL STATEMENTS

The presentation of the financial statements is in accordance with the guidelines provided by IAS-1 lsquorsquoPresentation of Financial Statementsrdquo A complete set of financial statements comprise

i) Statement of Consolidated Financial Position as at June 30 2019ii) Statement of Consolidated Profit or Loss and other Comprehensive Income for the year ended June 30 2019iii) Statement of Consolidated Changes in Equity for the year ended June 30 2019iv) Statement of Consolidated Cash Flows for the year ended June 30 2019 andv) Notes comprising a summary of significant accounting policies and other explanatory information to the Consolidated Financial Statements for the year ended June 30 2019

27 STATEMENT OF CASH FLOWS

The Statement of Cash Flows is prepared using the direct method as stipulated in International Accounting Standards IAS-7 ldquoStatement of Cash Flowsrdquo

30 PROPERTY PLANT AND EQUIPMENT

As per IAS-16 Property Plant and Equipment are stated at their historical cost less accumulated depreciation No depreciation has been charged on the Freehold Land and on the Capital work in progress Depreciation is charged on all other assets on straight-line method Depreciation of an asset begins when it is available for use ie 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 ceases at the earlier of the date that the asset is classified as held for sale (or included in a disposal group that is classified as held for sale) in accordance with IFRS 5 and the date that the assets are derecognized

Depreciation is computed on the straight-line basis over the estimated useful lives as follows

Factory Building and other Construction

Plant amp Machinery

Laboratory amp other Equipment

Furniture amp Fixture

Motor Vehicles

Electrical Installation

Particulars Useful Life(Years)

20

10-15

5-8

5-8

5

5-8

STxLAnnual Report 2018-2019 59

Consolidated

31 IMPAIRMENT OF ASSET

As per IAS-36 Revenue and Profitability of the company is Consistent and net worth of the company is growing every year that indicates our assets are performing at their highest as per our intended procurement and the summation of the discounted future cash flow from the operation of the assets would be positive if we dispose off those assets at the date of financial reporting But presently we have no intension to dispose off these assets As such we did not consider to recording the impairment lossgain

32 INVENTORIES

As per IAS-2 Inventories comprises of Raw Materials Raw Materials in transit Packing Materials Work in Progress Finished Goods Comber Noil and Spare amp Spare Parts in transit Inventories are valued at the lower of cost and net realizable value Cost comprises invoice value plus applicable handling charges Net realizable value is based on estimated selling price less estimated cost to completion and selling expenses

33 EMPLOYEESrsquo SEPARATION PLAN

Provident Fund

The company has established an approved contributory provident fund scheme A board of trustees wholly administers the fund No part of the fund is included in the asset of the group

Gratuity Fund

The Company operates an unfunded gratuity scheme The Company has applied for recognition of the gratuity fund from National Board of Revenue (NBR) Group Insurance

The group has two group insurance schemes for its permanent employees premium for which is being charged to statement of comprehensive Income

Workerrsquos Profit amp Participation Fund

The company makes a regular allocation of 5 on net profit before tax to these funds and payment is made to the workerrsquos as per provision of Labor Law 2006 chapter-15

34 REVENUE RECOGNITION

As per IFRS-15 Revenue is recognized as control is passed either over time or at a point in time An entity recognizes revenue over time if one of the following criteria is met the customer simultaneously receives and consumes all of the benefits provided by the entity as the entity performs the entityrsquos performance creates or enhances an asset that the customer controls as the asset is created or the entityrsquos performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date

Income refers to increases in economic benefits during the accounting period in the form of inflows or enhancements of assets or decreases of liabilities that result in an increase in equity other than those relating to contributions from equity participants

35 OTHER INCOME

It is recognized when received

36 FOREIGN CURRENCY TRANSACTIONS

As per IAS-21 Transactions in Foreign Currencies are translated into BDT at the rate of exchange ruling on date of transaction Monetary assets and liabilities expressed in foreign currencies are translated into BDT at the rate of exchange ruling at the date of Statement of Financial position

37 BORROWING COSTS

As per IAS-23 Borrowing costs are recognized as expenses in the period in which they incurred and capitalized the same that incurred before commencement of commercial operation

38 FINANCIAL INSTRUMENTS

As per IFRS-7 Financial assets and liabilities are recognized on the Statement of Financial Position when the company has become a party to a contractual provision of the instrument

STxL Annual Report 2018-201960

Consolidated

Receivables

Trade Receivables are stated at their nominal value and considered good No provision has been made for doubtful debt and no amount was written off as bad

Payables

Trade Payables are stated at their nominal value

Due to Due from Related Parties

Due to Due from related parties are stated at nominal value

Borrowings

Interest bearing bank loans and overdrafts are recorded at the proceeds received net of direct issue costs Finance charges are accounted for on an accrual basis

Financial Risk Management

The company has exposures to the following risks its use of financial statements

bull Credit riskbull Liquidity riskbull Market risk

The Board of Directors has overall responsibility for the establishment and oversight of the companyrsquos risk management framework The Board oversees how management monitors compliance with risk management policies and procedures and reviews the adequacy of the risk management framework in relation to risks faced by the group The Board is assisted in its oversight role by Audit Committee Internal audit under the purview of Audit Committee undertakes both regular and adhoc reviews of risk management controls and procedures the results of which are reported to the Audit Committee

Credit Risk

Credit risk is the risk of financial loss to the Company if a buyer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Companys receivable from customers and investment securities The Companys sales are made to renowned RMG Exporting Company Sales made to the entity are fully secured by Letters of Credit issued by local scheduled banks

Liquidity Risk

Liquidity risk is the risk that the Company will unable to meet its financial obligations as they fall due The Companys 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 Companys reputation In general 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 liquidityfund to make the expected payment within due date Moreover the Company seeks to maintain short term lines of credit with scheduled commercial banks to ensure payment of obligations in the event that there is insufficient cash to make the required payment

The requirement is determined in advance through cash flows projections and credit lines facilities with banks are negotiated accordingly

Seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Market Risk

Market Risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the Companys income or the value of its holding of financial instruments The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return

STxLAnnual Report 2018-2019 61

Consolidated

Capital Risk Management

The Companyrsquos objectives when managing capital are to safeguard the Companyrsquos ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Money Laundering

The company considers prevention of money laundering risk not only as a compliance requirement imposed by the law of the country but also as one of its ethical business values

39 LEASE

As per IFRS-16 The entity has no lease So there will be no implication regarding IFRS 16 in this financial year

310 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprises cash in hand bank currents accounts other bank deposits free of encumbrance and having maturity dates of three months or less from respective dates of deposit

311 TAXATION

Income tax expense represents the sum of the tax currently payable and deferred tax

Current Tax

The tax currently payable is based on taxable profit for the year Taxable profit differs from profit as reported in the statement of Comprehensive Income because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible in other years and it further excludes items that are never taxable or deductible The companyrsquos liability for current tax is calculated using tax rates that have been enacted on date of Statement of Financial Position

Deferred Tax

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the balance sheet liability method Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized based on tax rates (and tax laws) that have been enacted by the date of Statement of Financial Position

312 CONTINGENT LIABILITIES AND ASSETS

Current or possible obligations or assets arising from past events and whose existence is due to the occurrence or non-occurrence of one or more uncertain events which are not within the control of the company

313 RELATED PARTY TRANSACTION

The company has some related party transactions in arm length transactions with its sister concern

314 MERGED WITH SQUARE YEARNS LIMITED

As the project of Square Yarns Limited (SYL) is located within the premises of Square Textiles Limited (STxL) at Saradaganj Kashimpur Gazipur the separated operations of various aspects of SYL is a complex one Since STxL holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Board of Directors have recommended for amalgamation under provision of section 228 amp 229 of the Companies Act 1994

STxL Annual Report 2018-201962

Consolidated

The Process of Merger

After approval of Board of Directors and consent of minority shareholders the Honrsquoble High Court Division of the Supreme Court of Bangladesh has sanctioned the scheme of amalgamation of Square Yarns Ltd (SYL) share with Square Textiles Ltd (STxL) on 29th October 2018 The merger has been executed with effect from January 01 2019

Purchase Consideration

Square Textiles Limited holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Compensation of the minority shareholders is based on cash at a book value of shares as on 30 June 2017 subject to approval by the Court of Jurisdiction Honrsquoble High Court Division of the Supreme Court of Bangladesh

IFRS Followed for The Business Combination IFRS-3 (Business Combinations) is mainly followed for the amalgamation of Square Yarns Ltd with Square Textiles Ltd on the basis of equity

As Per Paragraph 5 of ifrs-3 ldquoApplying The Acquisition Method Requires

(a) Identify the acquirer(b) Determining the acquisition date(c) Recognizing and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquire and(d) Recognizing and measuring goodwill or a gain from a bargain purchaserdquo

315 SEGMENT REPORTING

As per IFRS-8 As there is a single business and geographic segment within which the company operates as such no segment reporting is felt necessary

316 EARNINGS PER SHARE

As per IAS-33 Basis Earning per Share (EPS) has been computed dividing the earnings attributable to the weighted average number of the ordinary shares during the period

317 COMPARATIVE FIGURE

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 years financial statements Previous year comparative information of the Statement of Profit or Loss and other Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows are presented as unaudited

318 FINANCIAL YEAR

For this year financial year means July 01 2018 to June 30 2019

319 EVENTS AFTER THE REPORTING PERIOD

As per IAS-10 ldquoEvents after the Reporting Periodrdquo are those events favorable and unfavorable that occur between the end of the reporting period and the date when the financial statements are authorized for issue There are no events after the end of the reporting period

320 CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements comprise the following

1 Square Texcom Limited

321 GENERAL

Figures have been rounded off to the nearest taka as it the reporting currency of these financials

STxLAnnual Report 2018-2019 63

4 PROPERTY PLANT amp EQUIPMENT TK 6013100252 Details of Property Plant amp Equipment and Depreciation as at June 30 2019 are shown in the annexed schedule-01 Depreciation for the year charged to Factory Overhead (Note-213) The break-up of the balances are depicted below Fixed Assets at Cost Opening Balance 8813079842 8561946086Addition during the Year 2160369578 265969327Sale Obsolete during the Year (230522431) (14835571)Closing Balance(Cost) 10742926989 8813079842

Accumulated Depreciation Opening Balance 4443796175 4047294966Charged during the Year 501253590 409249836Adjustment for saleObsolete (215223028) (12748627) 4729826737 4443796175

Carrying Value 6013100252 4369283667

5 CAPITAL WORK IN PROGRESS TK 724741065

Opening Balance 1425247616 270319942 Addition during the Year 673620883 1379859210 Transfer to Property Plant amp Equipment (1374127434) (224931536)Closing Balance (Cost) 724741065 1425247616

6 GOODWILL TK 56283760

Investment in Square Texcom Ltd 65783760 65783760(For 95000 shares of Square Texcom Ltd) Less Face Value of the Shares 9500000 9500000 56283760 562837607 INVENTORIES TK 3108769448 Stocks of Raw Materials 2860338753 1851301619Raw Materials 2345843023 1316945017Raw Materials In Transit 125670959 253946100Packing Materials 19545342 13842823Work - in - process 158585990 73007237Finished Goods 210693439 193560442

Stocks of Spares 248430695 266197716Spares at Store 241210310 239896287Spares in Transit 7220385 26301429

3108769448 2117499335

The basis of valuation is stated in Note -3(2) Carrying amount of inventories pledged as security No segmentation of stock is required because of homogenous materials and process

Tk

Tk

Tk

STxL Annual Report 2018-201964

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

8 ACCOUNTS RECEIVABLES TK 3254869758

This represents invoice value of goods delivered to customer This is considered good and collectible

Aging of the above balance is as follows Below 60 days 1510695509 1043624024 Within 61-120 days 1269408592 1194206454Above 120 days 474765657 299555904 3254869758 2537386382 a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person b) The carrying amount of Trade Debtors pledged as security

c) Accounts Receivable is secured considered as good and is falling due within one year Classification schedule as required by Schedule XI of Companies Act 1994

Tk

9 ADVANCES DEPOSITS amp PREPAYMENTS TK 289933615This is made up of the followings

Advances and Prepayments 207243631 375973570Income Tax 48571895 153041124Salary amp PF Current account 1184000 2244602 Other Expenses 22817327 21702776 Contractor amp Suppliers 134670409 198985068

Deposits 82689984 81034391 Security Deposit 73803648 70924398 Margin on Bank Guarantee 8886336 10109993

Tk 289933615 457007961

(a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person (b) There was no amount was due by the associated undertaking (c) The advances amp deposits considered good amp recoverable

10 CASH amp CASH EQUIVALENTS TK 180632712

This is made up of the followings

Cash in Hand 5885341 7535794Cash at Bank 174747371 588572928 Tk 180632712 596108722

Foreign currency account balances have been converted to Taka at the ruling rate at the reporting date

11SHARE CAPITAL TK 1972520000This is made up of the followings

Authorized300000000 Ordinary Shares of Tk 1000 each 3000000000 3000000000

Issued Subscribed and Paid up 1972520000 1878590480(197252000 Ordinary Shares of Tk 1000 each fully Paid up)

STxLAnnual Report 2018-2019 65

Particulars June 302018Taka

June 302019Taka

Tk

Distribution schedule of each class of equity security setting out the number of holders and percentage as on June 30 2019

Less than 500 shares500 to 5000 shares5001 to 10000 shares10001 to 20000 shares20001 to 30000 shares30001 to 40000 shares40001 to 50000 shares50001 to 100000 shares100001 to 1000000 sharesOver 1000000 shares

As per FolioNo of holders Holdings No of holders Holdings

Range of Holdings As per BO ID Total shareHolding In

Total

1081471 6162011 3060520 35435471871659

1468145 898718

3076833 14476740 94723423

130363067

1387525 6467477 3119367 3601999 1926137 1533907 1039509 3416526

16907255 157852298197252000

070328158183098078053173857

8003 10000

306054 305466

58847 58452 54478 65762

140791 339693

2430515 63128875 66888933

89703762

439255

784320455211

13675

3464268

84223459

3769

13 NON CONTROLLING INTERESTTK 14938707

5000 shares of Tk 100 at par of Square Yarns Limited 500000 5000005000 shares of Tk 100 at par of Square Texcom Ltd 500000 500000Shares of Accumulated Profit 24262948 22924714Adjustment of Non controlling Interest of SYL (1037191) -Paid to NCI for Merger of SYL (9287050) - 14938707 23924714

(a) This represents the minority share holdings in Square Yarns Limited and Square Texcom Ltd as on June 30 2019

(b) Voting power is not different with proportion of ownership interest The company is using equity method of accounting in preparation of consolidated financial statements

12 RETAINED EARNINGS TK 5526237447Opening Balance 5565823903 5556051868Add Surplus for the Year 429023969 457055483Adjustment of Non controlling Interest 1037191 -Less Cash Dividend paid during the Year (375718096) (357826758)Less Appropriation for stock dividend (93929520) (89456690) 5526237447 5565823903

Shareholders Group Number of Investors Number of Shares

SponsorsDirectors 7 121959707 62 62Foreign Investors 5 6572330 3 6 Institutions 238 41857739 21 19 General Public 17194 26862224 14 13Total 17444 197252000 100 100

Percentageof ShareHolding

2018-2019

Percentageof ShareHolding

2017-2018

The position of shareholders as on June 30 2019 is as follows

STxL Annual Report 2018-201966

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

14 DEFERRED TAX LIABILITY TK 279327185

Opening Balance 222054637 203277250Deferred tax Liabilities 57272548 18777387Closing Balance Tk 279327185 222054637

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

A) Deferred Tax Liability is Arrived at as Follows Carrying Value of Depreciable Fixed Assets 5332662371 3692397786Less Tax Base Carrying Value (3470481142) (2212033539)Taxable Temporary Difference 1862181229 1480364247Tax Rate 1500 1500Closing Deferred Tax Liability 279327185 222054637Less Opening Deferred Tax Liability (222054637) (203277250)Deferred Tax (Income) Expense 57272548 18777387

15 SHORT TERM BANK LOAN (SECURED) TK 3370859633Bank Overdraft 72936 5569544Revolving Loan 800000000 - Loan ag Export Bill Discount 616960527 -LC Liabilities 1953826170 3411118217 3370859633 3416687761

These short term loans are secured against hypothecation of Stock and Accounts Receivable 16 CREDITORS amp OTHER PAYABLES TK 71576651

Creditors amp Other Payables 71576651 131402995 71576651 131402995

This represents amount payable to regular suppliers of packing materials utilities and other services rendered to the company All suppliers were paid on a regular basis

17 LIABILITIES FOR OTHER FINANCE TK 145174138 This is made up of the followings Retention Money 305299 1781837WPPF amp Other Fund 23608002 27128907Provision for Gratuity 34989040 -Others 86271797 107713206 145174138 13662395018 SHORT TERM LOAN TK 2168788505

Loan from Square Pharma Ltd 2168788505 1385741 2168788505 138574119 PROVISION FOR INCOME TAX TK 78908344 Opening Balance 182323262 368938056Adjustment with Advance Tax (163311686) (250943247)Current Year Provision 59896768 64328453Closing Balance 78908344 182323262

Tk

Tk

Tk

Tk

Tk

STxLAnnual Report 2018-2019 67

Particulars June 302018Taka

June 302019Taka

212 PACKING MATERIAL CONSUMED TK 101236647 This is arrived as follows Opening Stock 13842823 12055558 Purchase during the Year 106939166 87061457 Available for Production 120781989 99117015Closing Stock (19545342) (13842823) Packing Material Consumed Tk 101236647 85274192

21 COST OF GOODS SOLD TK 9425402349 This is arrived as follows Raw Materials Consumed (Note-211) 7070621165 6171179917Packing Materials Consumed (Note-212) 101236647 85274192 Factory Overhead (Note- 213) 2356256287 2221310872Cost of Goods Manufactured 9528114099 8477764981Work-In-Process (Opening) 73007237 86734976Work-In-Process (Closing) (158585990) (73007237)Cost of Production 9442535346 8491492720Finished Goods (Opening) 193560442 145342932Finished Goods (Closing) (210693439) (193560442) Cost of Goods Sold Tk 9425402349 8443275210

211 RAW MATERIAL CONSUMED Tk 7070621165

This is arrived as follows In Quantity(KG) Opening Stock 7070326 6531416Purchase during the year 51265791 35080079Raw Materials Available for Consumption 58336117 41611495Closing Stock (15154635) (7070326)Raw Materials Consumed 43181482 34541169

In Taka Opening Stock 1316945017 1244686448Purchase during the year 8099519171 6243438486Raw Materials Available for Consumption 9416464188 7488124934Closing Stock (2345843023) (1316945017)Raw Materials Consumed 7070621165 6171179917

Kg

Tk

20 SALES TK 10562041464 Sales Comprises the following In Quantity(KG) Opening Stock 808992 666112Production during the Year 39856706 31481902Available for Sale 40665698 32148014Closing Stock (840909) (808992)Sales during the year Kg 39824789 31339022(To be accounted for as follows) Sales Accounted as followsIn Quantity(KG) Export Sale of Yarns 39824789 31339022 Kg 39824789 31339022In Taka Export Sale of Yarns 10562041464 9411869563 10562041464 9411869563

STxL Annual Report 2018-201968

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

22 ADMINISTRATIVE OVERHEAD TK 278901489

Salary and Allowances 127661897 141801588Directors Remuneration 39316356 35765796Travelling amp Conveyance 875255 930008Overseas Travelling 55286736 51503344Recruitment amp Training Expenses 498034 548760Head Office Employees Free Lunch 1472058 1778361Uniform amp Liveries 170150 168681Printing Expenses 476287 379397Stationery Expenses 142076 634027Software amp Hardware Support Expenses 2679046 2847923Postage Telephone Fax amp Telex 452586 407523Electricity Gas amp Water 3577711 2951569Office Consumable Expense 2484432 3200268Rental Expenses 13212862 11635064Vehicles Running amp Maintenance 10380545 13418692Medical Expenses 792936 485121Group Insurance 455249 427134Bank Charges amp Commission 3399622 1278364Fees amp Subscription 9893562 12610740Security Service 463185 537654Govt Tax Stamp Duty amp Licence Fees 3046677 1015306Annual General Meeting Expenses 1390277 1536628Audit Fees 773950 417910Total 278901489 286279858

a) Audit Fees represent auditors remuneration for audit of the Companys Financial Statementsfor the Year ended

213 FACTORY OVERHEAD TK 2356256287 Factory Wages Salary amp Allowances 858697343 721061616Travelling amp Conveyance 303860 168814Overseas Travelling 430311 82096Recruitment amp Training Expenses 107340 60669Printing Expenses 289027 257551Stationery Expenses 1743673 1556240Software amp Hardware Support Expenses 2817058 3358793Production Workers Free Lunch 3921416 4370361Uniform amp Liveries 363556 256197Fuel Petrol Light Diesel etc 58514173 137707049Electricity Gas amp Water 625396587 606226179Factory Consumable Expense 52190712 63676776Medical Expenses 1404636 815060Repairs amp Maintenance of Vehicles 15119637 16962558Papers Books and Periodicals 62070 22790Industrial All Risk Insurance Premium 18468167 12565314Postage Telephone Fax amp Telex 352700 219889GovtTax VAT amp License Fees 3566683 3668859Security Services 18619132 19165867Spare Parts - Machinery 191323654 218588963Group Insurance 1310962 1269395Depreciation (Schedule-1) 501253590 409249836Total 2356256287 2221310872

STxLAnnual Report 2018-2019 69

Particulars June 302018Taka

June 302019Taka

24 FINANCE COST TK 280059922This is arrived as follows Interest on Short Term Loan 280059922 107733800 Tk 280059922 107733800 Interest expenses is derived from short-term loan and is recognized on an accrual basisThe finance cost includes no interest on any sort of borrowing from directors including managing director and managers

25 ALLOCATION FOR WPPF amp WF Tk 27376576 27128907

This represents 5 of Net Income before Tax after charging the allocation as per provisions of the Labour Law 2016

26 PROVISION FOR INCOME TAX Tk 59896768 64328453

This represents estimated Income Tax on Net Profit for the year and adjustment any shortexcess provision for prior years

27 PROVISION FOR DEFERRED TAX Tk 57272548 18777387

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

28 EARNING PER SHARE (EPS) The Computation is given below

Earning attributable to Ordinary Sharesincluding other income 429023969 457055483Number of Ordinary shares 197252000 197252000 Earnings Per Share 218 232

281 NET ASSET VALUE (NAV) PER SHARE

The Computation is given below

Equity Attributable to the Owners of the Company 7498757447 7444414383Number of Ordinary shares 197252000 197252000 Net Asset Value (NAV) Per Share 3802 3774

23 SELLING amp DISTRIBUTION OVERHEAD TK 15559867 This is arrived as follows Export Sale Expenses 11161969 8229821Loading amp Unloading 4397898 1825721Total Tk 15559867 10055542

STxL Annual Report 2018-201970

Particulars June 302018Taka

June 302019Taka

282 NET OPERATING CASH FLOWS PER SHARE (NOCFPS) The Computation is given below

Net Cash Generated (Used in) from Operating Activities (666727093) 52667706Number of Ordinary shares 197252000 197252000

Net Operating Cash flows per Share (NOCFPS) (338) 027

283 RECONCILIATION OF NET PROFIT WITH CASH FLOWS FROM OPERATING ACTIVITIES

The Computation is given below

Profit After Tax 429023969 457055483 Adjustment to reconcile net profit to net cashprovided by operating activities

Non-cash Expenses 558526138 428027223Depreciation 501253590 409249836Deferred Tax 57272548 18777387

Non-Operating Items 42093017 2400194Interest Expenses (Income) on Sister Company Loan 41829193 1068503Net effect of foreign currency translation (2111603) (1085122)Profit Ratio of Non controlling Interest 1338236 2416813Adjustment of Non controlling Interest 1037191 - Changes in working Capital (1696370217) (834815194)(Increase)Decrease in Inventories (991270113) (153594840)(Increase)Decrease in Accounts Receivable (717483376) (606384362)(Increase)Decrease in Advances Deposits amp Prepayments 167074346 126066301Increase(Decrease) in Creditors amp Other Payables (59826344) 14323924Increase(Decrease) in Liabilities for Others Finance 8550188 (28611423)Increase(Decrease) in Income Tax Payable (103414918) (186614794) Net Cash Generated (Used in) from Operating Activities (666727093) 52667706

STxLAnnual Report 2018-2019 71

Particulars June 302018Taka

June 302019Taka

Notes Consolidated

STxL Annual Report 2018-201972

Prop

erty

Pla

nt a

nd E

quip

men

t - T

k 6

013

100

252

Sche

dule

-01

C O

S T

D E P

R E

C I A

T I O

N

Durin

g the

Per

iod

Durin

g the

Per

iod

PART

ICUL

ARS

Bala

nce

as at

July

01 2

018

Bala

nce a

s at

June

30 2

019

Writt

enDo

wn V

alue

as at

June

30

2019

Bala

nce

as at

July

01 2

018

Bala

nce a

s at

June

30 2

019

Addi

tions

Sale

sOb

sole

tes

Cha

rged

Adj

ustm

ents

SQU

ARE

TEX

TILE

S LI

MIT

EDCo

nsol

idat

ed S

ched

ule

of P

rope

rty

Pla

nt a

nd E

quip

men

t

As

at Ju

ne 3

0 2

019

As

at Ju

ne 3

0 2

018

88

130

798

42 2

160

369

578

(230

522

431

) 1

074

292

698

9 44

437

961

75 5

012

535

90 (2

152

230

28)

47

298

267

37 6

013

100

252

676

885

881

9

472

788

12

474

427

325

2

384

768

8 6

088

776

531

3

117

910

2

564

086

46

49

145

684

188

592

441

1

614

917

1 1

592

141

4 4

593

161

-

5

347

200

6 5

050

800

1

316

308

4

293

919

3

802

145

35

520

00

319

673

629

2

148

335

-

1

669

654

628

1

580

827

5 7

981

379

7 -

27

947

933

26

677

70

86

853

25

276

511

2

300

000

1

215

646

-

1

233

082

5

600

00

24

832

647

680

437

881

1

266

952

441

4

765

756

60

23

847

688

75

442

557

10

18

926

185

336

222

443

4

914

568

4 2

003

253

74

18

684

959

24

606

739

48

696

72

23

000

00

54

687

652

50

508

00

25

493

90

48

539

19

28

634

792

-

42

437

013

22

918

544

742

395

3

728

576

57

276

580

2

210

007

5 2

454

096

2

806

484

9 1

762

281

5

809

31

625

432

5

476

2 2

680

183

1

743

58

238

941

3

919

65

28

935

28

-

454

329

005

2

201

213

10

22

610

362

36

038

969

64

26

315

15

202

678

029

2

706

266

2 1

294

293

13

13

798

877

14

630

980

38

926

57

54

762

19

586

160

39

488

52

14

873

52

39

058

71

57

620

66

680

437

881

8

126

234

36

256

454

350

1

237

326

3

940

358

746

1

629

467

0 1

335

444

14

22

083

022

70

896

061

48

860

82

99

757

59

977

015

2

245

238

3

510

149

2 1

101

948

1

062

038

9

480

48

22

872

726

- -

-

-

(203

264

442

) -

-

-

(1

182

660

4) (1

319

82)

-

-

-

-

-

-

-

-

-

411

891

992

1

972

027

66

21

867

967

34

343

037

49

23

549

35

180

577

954

2

460

856

6 1

131

910

68

12

168

578

14

050

049

32

672

25

-

16

905

977

37

744

94

12

484

11

35

139

06

28

685

38

- -

-

-

(214

175

449

) -

-

-

(1

621

500

0) (1

319

82)

-

-

-

-

-

-

-

-

85

619

460

86

265

969

327

(1

483

557

1) 8

813

079

842

4

047

294

966

409

249

836

(12

748

627)

44

437

961

75 4

369

283

667

Land

amp La

nd D

evel

opm

ent

Build

ing-

Fact

ory amp

Util

ityBu

ildin

g-Ot

hers

Shed

sPl

ant amp

Mac

hine

ryLa

bora

tory

Equi

pmen

tEle

ctric

al In

stall

ation

Gas L

ine

Inst

allati

onM

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Veh

icles

Office

Equi

pmen

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rnitu

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Fixt

ure

Com

pute

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ftwar

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allDe

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Secu

rity E

quipm

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Commu

nicatio

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Netwo

rk Equi

pment

Othe

r Ass

ets

Financial Statement 2018-2019

Statement of Financial Position - 74

Statement of Profit or Loss and other Comprehensive Income - 75 Statement of Changes in Equity - 76 Statement of Cash Flows - 77 Basis of Preparation and Presentation - 78 Application of IAS - 78 Employees Benefit Plan - 80 Financial Risk Management - 81 Related Party Transaction - 82 Property Plants and Equipment - 95

Square Texti les Ltd

Standalone

Standalone

SQUARE TEXTILES LIMITEDStatement of Financial PositionAs at June 30 2019

ASSETS

Non-Current Assets 6557711203 4994687046Property Plant amp Equipment- Carrying Value 04 5374733212 3001819096Capital Work In Progress 05 693644112 1408534071Investment - Long Term (At Cost) 06 489333879 584333879

Current Assets 6396837207 4430793243Inventories 07 2821819716 1478552169Accounts Receivable 08 2993583494 1999834667Advances Deposits amp Prepayments 09 264470342 391186509Short Term Loan 10 161617019 123843099Cash amp Cash Equivalents 11 155346636 437376799

TOTAL ASSETS 12954548410 9425480289

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 7224422027 5386033532Share Capital 12 1972520000 1878590480Retained Earnings 13 5251902027 3507443052

Non-Current Liabilities 235701174 128579505 Deferred Tax Liability 14 235701174 128579505

Current Liabilities amp Provisions 5494425209 3910867252Short Term Bank Loan (Secured) 15 3055112511 2897754665Creditors amp Others Payable 16 64229574 79467584Liabilities for Other Finance 17 135543502 116974941Short Term Loan 18 2168788505 724638161Provision for Income Tax 19 70751117 92031901

TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 12954548410 9425480289

Net Asset Value Per Share (Restated) 3663 2731

STxL Annual Report 2018-201974

Particulars Note June 302018Taka

June 302019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Standalone

SQUARE TEXTILES LIMITEDStatement of Profit or Loss and other Comprehensive IncomeFor the Year Ended June 30 2019

SALES REVENUE 20 8896244091 6367124698

Cost of Goods Sold 21 (7944893270) (5695595049)

GROSS PROFIT 951350821 671529649

Administrative Expenses 22 (241149856) (221509044)

Selling and Distribution Expenses 23 (12351542) (5834014)

PROFIT FROM OPERATIONS 697849423 444186591

Finance Cost 24 (254157870) (86090059)

Non-Operating Income 25 14014592 7350278

PROFIT BEFORE WPPF amp WF 457706145 365446810

Allocation for WPPF amp WF 26 (21795531) (17402229)

PROFIT BEFORE TAX 435910614 348044581

Provision for Tax (Current) 27 (35860653) (38200677)

Provision for Tax (Deferred) (53587981) (18929976)

PROFIT AFTER TAX FOR THE YEAR 346461980 290913928

(Transferred to the Statement of Changes Equity)

Earning Per Share (EPS)-Restated 28 176 147

STxLAnnual Report 2018-2019 75

Particulars Notes 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

SQUARE TEXTILES LIMITED

Statement of Changes in EquityFor the Year Ended June 30 2019

Tk

Particulars

For the Year Ended June 30 2018

Standalone

Share Retained Total Capital Earnings

Balance as at June 30 2017 1789133790 3663812572 5452946362

Net Profit for the Year ended June 30 2018 - 290913928 290913928

Cash Dividend for the Year 2016-17 - (357826758) (357826758)

Stock Dividend for the Year 2016-17 89456690 (89456690) -

Balance As at June 30 2018 1878590480 3507443052 5386033532 Tk

Particulars

1878590480

-

-

93929520

-

1972520000

3507443052

346461980

(375718096)

(93929520)

1867644611

5251902027

5386033532

346461980

(375718096)

-

1867644611

7224422027

Balance as at June 30 2018

Net Profit for the Year Ended June 30 2019

Cash Dividend for 2017-18

Stock Dividend for 2017-18

Balance from Amalgamation of SQUARE Yarns Ltd

Balance As at June 30 2019

ShareCapital

RetainedEarnings Total

STxL Annual Report 2018-201976

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

SQUARE TEXTILES LIMITEDStatement of Cash FlowsFor the Year Ended June 30 2019

CASH FLOWS FROM OPERATING ACTIVITIES RECEIPTS Receipts from Sales Revenue 8164635258 5711888809Exchange Fluctuation Gain (Realization from Transection) 5569550 2793756 Receipts from Other Income 1928212 523971Total Receipts 8172133020 5715206536 PAYMENTS Payments to Suppliers (6883680753) (4333405344) Paid for Operating and Non-operating Expenses (1710317564) (1569169828) Interest Expenses (214195591) (60997318) Income Tax (50318547) (43108098) Total Payments (8858512455) (6006680588) Net Cash Generated (Used in) from Operating Activities (686379435) (291474052) CASH FLOW FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant amp Equipment (1423584303) (1341726034)Paid for Non controlling Interest for Merger of SYL (9287050) - Net Cash Generated (Used in) from Investing Activities (1432871353) (1341726034)

CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (29219532) 1367067706Short Term Loan from (To) Sister Company 2176613443 687639278Payment of Dividend (375718096) (357826758)

Net Cash Generated (Used in) from Financing Activities 1771675815 1696880226 Increase (Decrease) in Cash amp Cash Equivalents (347574973) 63680140Net effect of foreign currency translation 1834630 613204Opening Cash amp Cash Equivalents 437376799 373083455Cash Balance of SYL from Merger 63710180 - CLOSING CASH amp CASH EQUIVALENTS Tk 155346636 437376799

Net Operating Cash flows per Share (Restated) (348) (148)

Standalone

STxLAnnual Report 2018-2019 77

Particulars 2017-2018Taka

2018-2019Taka

Attached notes form part of these financial statements As per our annexed report of even dateDated Dhaka October 27 2019

Sanjib Baran RoyCompany Secretary

Tapan ChowdhuryChairman

Samuel S ChowdhuryManaging Director

Ahmed Zaker amp Co Chartered Accountants

Standalone

SQUARE TEXTILES LIMITEDSQUARE TEXTILES LIMITEDNotes to the Separate Financial StatementsAs at and for the year ended June 30 2019

1ESTABLISHMENT AND OPERATIONS

11 LEGAL FORM OF THE ENTERPRISES

Square Textiles Limited (Here in after said as the company) is a public limited company incorporated with the Registrar of Joint Stock Companies and Firms Dhaka Bangladesh under Companies Act 1913 The principal activities of the company are described in notes 13

12 ADDRESS OF REGISTERED OFFICE AND FACTORY OF THE COMPANY

The address of the registered office at Square Centre 48 Mohakhali CA Dhaka -1212 Factory at Saradaganj Kashimpur Gazipur and Olipur Habiganj

13 NATURE OF BUSINESS

The company owns Five (5) units of spinning mills and a twisting mill Its activities and operations are related with manufacturing and marketing of Yarns

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATERIAL INFORMATION

21 STATEMENT OF COMPLIANCE

The financial statements have been prepared in conformity with the provisions of the Companies Act 1994 The Securities and Exchanges Rules 1987 and other relevant rules and regulations

22 BASIS OF PREPARATION

The financial statements have been prepared in accordance with the going concern principle and historical cost convention The significant accounting policies are set out below

23 STATEMENT ON COMPLIANCE OF INTERNATIONAL ACCOUNTING STANDARDS

The following IASs and IFRSs are applicable for the financial statements for the year under review

IAS 1 Presentation of Financial StatementsIAS 2 InventoriesIAS 7 Statement of Cash FlowsIAS 8 Accounting Policies Changes in Accounting Estimates and ErrorsIAS 10 Events after the Reporting PeriodIAS 12 Income TaxesIAS 16 Property Plant and EquipmentIAS 19 Employee BenefitsIAS 21 The Effects of Changes in Foreign Exchange RatesIAS 23 Borrowing CostsIAS 24 Related Party DisclosuresIAS 33 Earnings per ShareIAS 34 Interim Financial ReportingIAS 36 Impairment of Assets IAS 37 Provisions Contingent Liabilities and Contingent AssetsIFRS 3 Business Combination IFRS 5 Non-Current Assets Held for Sale amp Discontinued OperationsIFRS 7 Financial Instruments DisclosureIFRS 8 Operating SegmentsIFRS 12 Disclosures of interests in Other EntitiesIFRS 15 Revenue from Contracts with CustomersIFRS 16 Leases

STxL Annual Report 2018-201978

Standalone

24 GOING CONCERN

As per IAS-1 a company is required to make assessment at the end of each year to assess its capability to continue as going concern The 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 liabilities For this reason the Directors continue to adopt the going concern assumption while the financial statements have been prepared

25 ACCRUAL BASIS

The financial statements have been prepared except cash flow information using the accrual basis ofaccounting

26 STRUCTURE CONTENTS AND PRESENTATION OF FINANCIAL STATEMENTS

The presentation of the financial statements is in accordance with the guidelines provided by IAS-1 lsquorsquoPresentation of Financial Statementsrdquo A complete set of financial statements comprise

i) Statement of Financial Position as at June 30 2019ii) Statement of Profit or Loss and other Comprehensive Income for the year ended June 30 2019iii) Statement of Changes in Equity for the year ended June 30 2019iv) Statement of Cash Flows for the year ended June 30 2019 andv) Notes comprising a summary of significant accounting policies and other explanatory information to the Financial Statements for the year ended June 30 2019

27 STATEMENT OF CASH FLOWS

The Statement of Cash Flows is prepared using the direct method as stipulated in International Accounting Standards IAS-7 ldquoStatement of Cash Flowsrdquo

30 PROPERTY PLANT AND EQUIPMENT

As per IAS-16 Property Plant and Equipment are stated at their historical cost less accumulated depreciation No depreciation has been charged on the Freehold Land and on the Capital work in progress Depreciation is charged on all other assets on straight-line method Depreciation of an asset begins when it is available for use ie 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 ceases at the earlier of the date that the asset is classified as held for sale (or included in a disposal group that is classified as held for sale) in accordance with IFRS 5 and the date that the assets are derecognized

Depreciation is computed on the straight-line basis over the estimated useful lives as follows

Factory Building and other Construction

Plant amp Machinery

Laboratory amp other Equipment

Furniture amp Fixture

Motor Vehicles

Electrical Installation

Particulars Useful Life(Years)

20

10-15

5-8

5-8

5

5-8

STxLAnnual Report 2018-2019 79

Standalone

31 IMPAIRMENT OF ASSET

As per IAS-36 Revenue and Profitability of the company is Consistent and net worth of the company is growing every year that indicates our assets are performing at their highest as per our intended procurement and the summation of the discounted future cash flow from the operation of the assets would be positive if we dispose off those assets at the date of financial reporting But presently we have no intension to dispose off these assets As such we did not consider to recording the impairment lossgain

32 INVENTORIES

As per IAS-2 Inventories comprises of Raw Materials Raw Materials in transit Packing Materials Work in Progress Finished Goods Comber Noil and Spare amp Spare Parts in transit Inventories are valued at the lower of cost and net realizable value Cost comprises invoice value plus applicable handling charges Net realizable value is based on estimated selling price less estimated cost to completion and selling expenses

33 EMPLOYEESrsquo SEPARATION PLAN

Provident Fund

The company has established an approved contributory provident fund scheme A board of trustees wholly administers the fund No part of the fund is included in the asset of the group

Gratuity Fund

The Company operates an unfunded gratuity scheme The Company has applied for recognition of the gratuity fund from National Board of Revenue (NBR)

Group Insurance

The group has two group insurance schemes for its permanent employees premium for which is being charged to statement of comprehensive Income

Workerrsquos Profit amp Participation Fund

The company makes a regular allocation of 5 on net profit before tax to these funds and payment is made to the workerrsquos as per provision of Labor Law 2006 chapter-15

34 REVENUE RECOGNITION

As per IFRS-15 Revenue is recognized as control is passed either over time or at a point in time An entity recognizes revenue over time if one of the following criteria is met the customer simultaneously receives and consumes all of the benefits provided by the entity as the entity performs the entityrsquos performance creates or enhances an asset that the customer controls as the asset is created or the entityrsquos performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date

Income refers to increases in economic benefits during the accounting period in the form of inflows or enhancements of assets or decreases of liabilities that result in an increase in equity other than those relating to contributions from equity participants

35 OTHER INCOME

It is recognized when received

36 FOREIGN CURRENCY TRANSACTIONS

As per IAS-21 Transactions in Foreign Currencies are translated into BDT at the rate of exchange ruling on date of transaction Monetary assets and liabilities expressed in foreign currencies are translated into BDT at the rate of exchange ruling at the date of Statement of Financial position

37 BORROWING COSTS

As per IAS-23 Borrowing costs are recognized as expenses in the period in which they incurred and capitalized the same that incurred before commencement of commercial operation

STxL Annual Report 2018-201980

Standalone

38 FINANCIAL INSTRUMENTS

As per IFRS-7 Financial assets and liabilities are recognized on the Statement of Financial Position when the company has become a party to a contractual provision of the instrument

Receivables

Trade Receivables are stated at their nominal value and considered good No provision has been made for doubtful debt and no amount was written off as bad

Payables

Trade Payables are stated at their nominal value

Due to Due from related parties

Due to Due from related parties are stated at nominal value

Borrowings

Interest bearing bank loans and overdrafts are recorded at the proceeds received net of direct issue costs Finance charges are accounted for on an accrual basis

Financial Risk Management

The company has exposures to the following risks its use of financial statements

bull Credit riskbull Liquidity riskbull Market risk

The Board of Directors has overall responsibility for the establishment and oversight of the companyrsquos risk management framework The Board oversees how management monitors compliance with risk management policies and procedures and reviews the adequacy of the risk management framework in relation to risks faced by the group The Board is assisted in its oversight role by Audit Committee Internal audit under the purview of Audit Committee undertakes both regular and adhoc reviews of risk management controls and procedures the results of which are reported to the Audit Committee

Credit Risk

Credit risk is the risk of financial loss to the Company if a buyer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Companys receivable from customers and investment securities The Companys sales are made to renowned RMG Exporting Company Sales made to the entity are fully secured by Letters of Credit issued by local scheduled banks

Liquidity Risk

Liquidity risk is the risk that the Company will unable to meet its financial obligations as they fall due The Companys 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 Companys reputation In general 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 liquidityfund to make the expected payment within due date Moreover the Company seeks to maintain short term lines of credit with scheduled commercial banks to ensure payment of obligations in the event that there is insufficient cash to make the required payment

The requirement is determined in advance through cash flows projections and credit lines facilities with banks are negotiated accordingly

Seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

STxLAnnual Report 2018-2019 81

Standalone

Market Risk

Market Risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the Companys income or the value of its holding of financial instruments The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return

Capital Risk Management

The Companyrsquos objectives when managing capital are to safeguard the Companyrsquos ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position The Board also monitors dividend trend to ordinary shareholders

Money Laundering

The company considers prevention of money laundering risk not only as a compliance requirement imposed by the law of the country but also as one of its ethical business values

39 LEASE

As per IFRS-16 The entity has no lease So there will be no implication regarding IFRS 16 in this financial year

310 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprises cash in hand bank currents accounts other bank deposits free of encumbrance and having maturity dates of three months or less from respective dates of deposit

311 TAXATION

Income tax expense represents the sum of the tax currently payable and deferred tax

Current Tax

The tax currently payable is based on taxable profit for the year Taxable profit differs from profit as reported in the statement of Comprehensive Income because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible in other years and it further excludes items that are never taxable or deductible The companyrsquos liability for current tax is calculated using tax rates that have been enacted on date of Statement of Financial Position

Deferred Tax

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the balance sheet liability method Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized based on tax rates (and tax laws) that have been enacted by the date of Statement of Financial Position

312 CONTINGENT LIABILITIES AND ASSETS

Current or possible obligations or assets arising from past events and whose existence is due to the occurrence or non-occurrence of one or more uncertain events which are not within the control of the company

313 RELATED PARTY TRANSACTION

The company has some related party transactions in arm length transactions with its sister concern

STxL Annual Report 2018-201982

Standalone

314 MERGED WITH SQUARE YEARNS LIMITED

As the project of Square Yarns Limited (SYL) is located within the premises of Square Textiles Limited (STxL) at Saradaganj Kashimpur Gazipur the separated operations of various aspects of SYL is a complex one Since STxL holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Board of Directors have recommended for amalgamation under provision of section 228 amp 229 of the Companies Act 1994

The process of merger

After approval of Board of Directors and consent of minority shareholders the Honrsquoble High Court Division of the Supreme Court of Bangladesh has sanctioned the scheme of amalgamation of Square Yarns Ltd (SYL) share with Square Textiles Ltd (STxL) on 29th October 2018 The merger has been executed with effect from January 01 2019

Purchase consideration

Square Textiles Limited holds 9948 of the paid-up capital of SYL with only 052 being held by the minority shareholders Compensation of the minority shareholders is based on cash at a book value of shares as on 30 June 2017 subject to approval by the Court of Jurisdiction Honrsquoble High Court Division of the Supreme Court of Bangladesh

IFRS Followed for the Business Combination

IFRS-3 (Business Combinations) is mainly followed for the amalgamation of Square Yarns Ltd with Square Textiles Ltd on the basis of equity

AS per paragraph 5 of IFRS-3 ldquoApplying the acquisition method requires

(a) Identify the acquirer(b) Determining the acquisition date(c) Recognizing and measuring the identifiable assets acquired the liabilities assumed and any non-controlling interest in the acquire and(d) Recognizing and measuring goodwill or a gain from a bargain purchaserdquo

315 SEGMENT REPORTING

As per IFRS-8 As there is a single business and geographic segment within which the company operates as such no segment reporting is felt necessary

316 EARNINGS PER SHARE

As per IAS-33 Basis Earning per Share (EPS) has been computed dividing the earnings attributable to the weighted average number of the ordinary shares during the period

317 COMPARATIVE FIGURE

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 years financial statements Previous year comparative information of the Statement of Profit or Loss and other Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows are presented as unaudited

318 FINANCIAL YEAR

For this year financial year means July 01 2018 to June 30 2019

319 EVENTS AFTER THE REPORTING PERIOD

As per IAS-10 ldquoEvents after the Reporting Periodrdquo are those events favorable and unfavorable that occur between the end of the reporting period and the date when the financial statements are authorized for issue There are no events after the end of the reporting period

320 GENERAL

Figures have been rounded off to the nearest taka as it the reporting currency of these financials

STxLAnnual Report 2018-2019 83

4 PROPERTY PLANT amp EQUIPMENT TK 5374733212

Details of Property Plant amp Equipment and Depreciation as at June 30 2019 are shown in the annexed schedule-02 Depreciation for the year charged to Factory Overhead (Note-213) The break-up of the balances are depicted below

Fixed Assets at Cost Opening Balance 5985889409 5808792102Balance of SYL after Merger 1825727192 -Addition during the Year 2142853713 183407307Sale Obsolete during the Year (210214508) (6310000)Closing Balance(Cost) 9744255806 5985889409Accumulated Depreciation Opening Balance 2984070313 2750311205Balance of SYL after Merger 1205388269 -Charged during the Year 385899069 240069108Adjustment for saleObsolete (205835057) (6310000)Closing Balance 4369522594 2984070313Carrying Value 5374733212 3001819096

Tk

5 CAPITAL WORK IN PROGRESS TK 693644112 Opening Balance 1408534071 250215344 Addition during the Year 648499835 1339861443 Transfer to Property Plant amp Equipment (1363389794) (181542716) Closing Balance(Cost) 693644112 1408534071

The Capital work in progress includes Civil construction (Tk 265571949) Plant and Machinery (Tk 1024773048) and other Assets (Tk 73044797) This year it has been transferred to Non-current assets is completed and ready for use as per management intention

6 INVESTMENT- LONG TERM (AT COST) TK 489333879

This represents investments in shares of Square Yarns Ltd amp Square Texcom Ltd

a) Investment in Share of Square Yarns Limited - 95000000(950000 Shares of Tk 100 each)

b) Investment in Shares of Square Texcom Limited 65783760 65783760 (95000 Shares of Tk 100 each) c) Advanvce against Share Money Deposit of Square Texcom Limited 423550119 423550119 (95000 Shares of Tk 100 each) 489333879 584333879

1) Square Yarns Limited a Private limited company incorporated under Companies Act 1994 has Merged with Square Textiles Ltd from January 01 2019

2) Square Texcom Limited a private limited company incorporated under Companies Act 1994 a

Tk

STxL Annual Report 2018-201984

Tk

Particulars June 302018Taka

June 302019Taka

Notes Standalone

7 INVENTORIES TK 2821819716 Stocks of Raw Materials 2587607181 1267037971

Raw Materials 2157356247 987719563Raw Materials In Transit 95897741 77114929Packing Materials 17022366 10534616Work - in - process 118430636 42694518Finished Goods 198900191 148974345 Stocks of Spares 234212535 211514198

Spares at Store 227623673 194217841 Spares in Transit 6588862 17296357 Tk 2821819716 1478552169

The basis of valuation is stated in Note -32 carrying amount of inventories pledged as security 8 ACCOUNTS RECEIVABLE TK 2993583494

This represents invoice value of goods delivered to customer This is considered good and collectible

Aging of the above balance is as follows Below 60 days 1384809142 864286947 Within 61-120 days 1181647848 902795356 Above 120 days 427126504 232752364 Tk 2993583494 1999834667

a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person b) The carrying amount of Trade Debtors pledged as security c) Accounts Receivable is secured considered as good and is falling due within one year Classification schedule as required by Schedule XI of Companies Act 1994

9 ADVANCES DEPOSITS amp PREPAYMENTS TK 264470342

This is made up of the followings Advances 193246899 334833685

Income Tax 43637491 125021010Salary amp PF Current account 1181000 1995000 Other Expenses 17173605 14458064 Suppliers amp Contractor 131254803 193359611

Deposits 71223443 56352824 Security Deposit 63127583 49539729

Margin of Bank Guarantee 8095860 6813095 Tk 264470342 391186509

(a) There was no amount due from the Directors (Including Managing Director) Managing Agent Manager and other Officers of the Company and any of them severally or jointly with any other person (b) There was no amount was due by the associated undertaking (c) The advances amp deposits considered good amp recoverable 10 SHORT TERM LOAN TK 161617019

Loan To Square Texcom Limited 161617019 123843099 Short Term Loan Given 161617019 123843099

The above amount is unsecured but considered good and bears interest 1 above the commercial Banks interest rate

STxLAnnual Report 2018-2019 85

Particulars June 302018Taka

June 302019Taka

12SHARE CAPITAL TK 1972520000

This is made up of the followingsAuthorized300000000 Ordinary Shares of Tk 1000 each 3000000000 3000000000

Issued Subscribed and Paid upOpening Balance 1878590480 1789133790Bonus Share Issued 93929520 89456690(9392952 Ordinary Shares of Tk 1000 each fully Paid up) 1972520000 1878590480

11 CASH amp CASH EQUIVALENTS TK 155346636

This is made up of the followings Cash in Hand 4717640 5619110 Cash at Bank 150628996 431757689 Tk 155346636 437376799

Foreign currency account balances have been converted to Taka at the ruling rate at the reporting date

Shareholders Group Number of Investors Number of Shares

SponsorsDirectors 7 121959707 62 62Foreigners 5 6572330 3 6 Institutions 238 41857739 21 19 General Public 17194 26862224 14 13Total 17444 197252100 100 100

Percentageof ShareHolding

2018-2019

Percentageof ShareHolding

2017-2018

Distribution schedule of each class of equity security setting out the number of holders and percentage as on June 30 2019

The position of shareholders as on June 30 2019 is as follows

Less than 500 shares500 to 5000 shares5001 to 10000 shares10001 to 20000 shares20001 to 30000 shares30001 to 40000 shares40001 to 50000 shares50001 to 100000 shares100001 to 1000000 sharesOver 1000000 shares

As per FolioNo of holders Holdings No of holders Holdings

Range of Holdings As per BO ID Total shareHolding In

Total

1081471 6162011 3060520 3543547 1871659 1468145

898718 3076833

14476740 94723423

130363067

1387525 6467477 3119367 3601999 1926137

1533907 1039509 3416526

16907255 157852298 197252000

070328158183098078053173857

800310000

306054 305466

58847 58452 54478 65762

140791 339693

2430515 63128875 66888933

89703762

439255

784320455211

13675

3464268

84223459

3769

Tk

STxL Annual Report 2018-201986

Particulars June 302018Taka

June 302019Taka

Notes Standalone

13 RETAINED EARNINGS TK 5251902027Opening Balance 3507443052 3663812572Add Net income during the Year 346461980 290913928Less Cash Dividend paid during the Year (375718096) (357826758)Less Appropriation for stock dividend during the Year (93929520) (89456690)Add Balance from Amalgamation of SQUARE Yarns Ltd 1867644611 - 5251902027 350744305214 DEFERRED TAX LIABILITY TK 235701174 Opening Balance 128579505 109649529Deferred Tax Liabilities of SYL after Merger 53533688 -Deferred Tax Liabilities 53587981 18929976Closing Balance 235701174 128579505

This represents tax liability payable in future due to accumulated taxable temporary differences (Above deferred tax balance create only from difference between accounting basis depreciation and tax basis depreciation on fixed assets)

a) Deferred Tax Liability is arrived at as follows Carrying Value of Depreciable Fixed Assets 4734224195 2367972537Less Tax Base Carrying Value (3162883038) (1510775836)Taxable Temporary Difference 1571341157 857196701Tax Rate 1500 1500Closing Deferred Tax Liability 235701174 128579505Less Opening Deferred Tax Liability (128579505) (109649529)Less Deferred tax Liabilities of SYL after Merger (53533688) -Deferred Tax (Income) Expense 53587981 18929976

15 SHORT TERM BANK LOAN (SECURED) TK 3055112511 Bank Overdraft 15264 5569544Revolving Loan 800000000 - Loan ag Export Bill Discount 616960527 -Deferred LC Loan 1638136720 2892185121 3055112511 2897754665

These short term loans are secured against hypothecation of Stock and Accounts Receivable

16 CREDITORS amp OTHERS PAYABLE TK 64229574 Creditors amp Others Payable 64229574 79467584 64229574 79467584

This represents amount payable to regular suppliers of packing materials utilities and other services rendered to the company All suppliers were paid on a regular basis

17 LIABILITIES FOR OTHER FINANCE TK 135543502 Retention Money 238218 1714756WPPF amp Other Fund 21795531 17402229Provision for Gratuity 30026145 -Others 83483608 97857956 135543502 116974941

18 SHORT TERM LOAN TK 2168788505

This is made up as follows Loan From Sqaure Pharma Ltd 2168788505 1385741Loan from Square Yarns Ltd - 723252420Short Term Loan Received 2168788505 724638161

Tk

Tk

STxLAnnual Report 2018-2019 87

Particulars June 302018Taka

June 302019Taka

Kg

Kg

Kg

Tk

20 SALES TK 8896244091

Sales Comprises the following In Quantity (KG) Opening Stock 621995 451690Balance from Square Yarns Ltd after Merger 142535 -Production during the Year 33622604 22925478Available for Sale 34387134 23377168Closing Stock (778048) (621995)Sales during the year 33609086 22755173(To be accounted for as follows)

Sales Accounted as followsExport Sale of Yarns 33609086 22755173

In TakaExport Sale of Yarns 8896244091 6367124698 8896244091 6367124698

19 PROVISION FOR INCOME TAX TK 70751117

Opening Balance 92031901 182829429Provision for tax Liabilities of SYL after Merger 101744149 -Adjustment with Advance Tax (158885586) (128998205)Provision made for the period 35860653 38200677 Closing Balance 70751117 92031901 Tk

Tk

Tk

Kg

21 COST OF GOODS SOLD TK 7944893270

This is arrived as follows Raw Materials Consumed (Note-211) 6040169162 4139044400Packing Materials Consumed (Note-212) 85725202 60165053Factory Overhead (Note- 213) 1890941844 1532471751Cost of Goods Manufactured 8016836208 5731681204Work-In-Process (Opening) 42694518 59965200Balance from Square Yarns Ltd after Merger 21309456 -Work-In-Process (Closing) (118430636) (42694518)Cost of Production 7962409546 5748951886Finished Goods (Opening) 148974345 95617508Balance from Square Yarns Ltd after Merger 32409570 -Finished Goods (Closing) (198900191) (148974345)Cost of Goods Sold 7944893270 5695595049

211 RAW MATERIALS CONSUMED TK 6040169162This is arrived as follows In Quantity(KG) Opening Stock 5489560 4944183Balance from Square Yarns Ltd after Merger 1020315 -Purchase during the year 43559269 25293343Raw Materials Available for Consumption 50069144 30237526Closing Stock (13938950) (5489560)Raw Materials Consumed 36130194 24747966 In Taka Opening Stock 987719563 898396232Balance from Square Yarns Ltd after Merger 384898444 -Purchase during the year 6824907402 4228367731Raw Materials Available for Consumption 8197525409 5126763963Closing Stock (2157356247) (987719563)Raw Materials Consumed 6040169162 4139044400

STxL Annual Report 2018-201988

Particulars June 302018Taka

June 302019Taka

Notes Standalone

Tk

213 FACTORY OVERHEAD TK 1890941844

Factory Wages Salary amp Allowances 661387598 450721594Travelling amp Conveyance 207830 44614Overseas Travelling 430311 74089Recruitment amp Training Expenses 85417 54128Printing Expenses 212586 134378Stationery Expenses 1413673 1053633Software amp Hardware Support Expenses 2135815 2706564Production Workers Free Lunch 3415844 3015008Uniform amp Liveries 312376 196760Fuel Petrol Light Diesel etc 50462674 128243449Electricity Gas amp Water 542049700 482485291Factory Consumable Expense 38936851 38931107Medical Expenses 986078 546904Repairs amp Maintenance of Vehicles 12622607 13433252Papers Books and Periodicals 47430 14810Industrial All Risk Insurance Premium 12901183 8018556Postage Telephone Fax amp Telex 322295 172732GovtTax VAT amp License Fees 3028921 2265498Security Services 12022875 9480475Spare Parts - Machinery 161055120 150006480Group Insurance 1005591 803321Depreciation (Schedule-1) 385899069 240069108Total 1890941844 1532471751Tk

212 PACKING MATERIALS CONSUMED TK 85725202 This is arrived as follows Opening Stock 10534616 5547666Balance from Square Yarns Ltd after Merger 1571692 -Purchase during the Year 90641260 65152003Available for production 102747568 70699669Closing Stock (17022366) (10534616)Packing Materials Consumed 85725202 60165053

22 ADMINISTRATIVE OVERHEAD TK 241149856Salary and Allowances 103615094 108724229Directors Remuneration 39316356 35765796Travelling amp Conveyance 787255 742403Overseas Travelling 45579569 29503189Recruitment amp Training Expenses 498034 537760Head Office Employees Free Lunch 1420763 1704421Uniform amp Liveries 144862 127474Printing Expenses 457113 373937Stationery Expenses 141316 602440Software amp Hardware Support Expenses 2154485 1788846Postage Telephone Fax amp Telex 446807 401380Electricity Gas amp Water 3155391 2080483Office Consumable Expense 2205529 2733279Rental Expenses 13110862 9080468Vehicles Running amp Maintenance 9536650 12259975Medical Expenses 648382 364123Group Insurance 447475 396097Bank Charges amp Commission 3155465 607384Fees amp Subscription 9176769 10798087Security Service 463185 468840Govt Tax Stamp Duty amp Licence Fees 2757142 581295Annual General Meeting Expenses 1390277 1536628Audit Fees 541075 330510Total 241149856 221509044

a) Audit Fees represent auditors remuneration for audit of the Companys Financial Statements for the Year ended Tk

STxLAnnual Report 2018-2019 89

Particulars June 302018Taka

June 302019Taka

This is arrived as follows Export Sale Expenses 8793560 4852662Loading amp unloading 3557982 981352Total Tk 12351542 5834014

24 FINANCE COST TK 254157870 Interest on Short Term Loan 254157870 86090059 Tk 254157870 86090059

Interest expenses is derived from short-term loan and is recognized on an accrual basisThe finance cost includes no interest on any sort of borrowing from directors including managing director and managers

25 NON-OPERATING INCOME TK 14014592This is made up as follows Interest Income 5047362 3943318GainLoss on Disposal of Assets 1563049 -Forex Exchange Rate Fluctuation Gain (Loss) 7404181 3406960 14014592 7350278

26 ALLOCATION FOR WPPF amp WF TK 21795531

Tk 21795531 17402229

This represents 5 of Net Income before Tax after charging the allocation as per provisions of the Companies Profit under Labour Law 2016

27 PROVISION FOR INCOME TAX FOR THE YEAR TK 35860653

Tk 35860653 38200677

This represents estimated Income Tax on Net Income for the year and adjustment any shortexcess provision for prior years

28 EARNINGS PER SHARE (EPS)

The Computation is given below

Earning attributable to Ordinary Shares including other income 346461980 290913928Number of Ordinary shares 197252000 197252000Earnings Per Share (EPS) 176 147

Tk

23 SELLING amp DISTRIBUTION OVERHEAD TK 12351542

Tk

STxL Annual Report 2018-201990

Particulars June 302018Taka

June 302019Taka

Notes Standalone

2801 NET ASSET VALUE (NAV) PER SHARE The Computation is given below

Equity Attributable to the Owners of the Company 7224422027 5386033532Number of Ordinary shares 197252000 197252000

Net Asset Value (NAV) Per Share 3663 2731

2802 NET OPERATING CASH FLOWS PER SHARE (NOCFPS)

The Computation is given below Net Cash Generated (Used in) from Operating Activities (686379435) (291474052)Number of Ordinary shares 197252000 197252000 Net Operating Cash flows per Share (NOCFPS) (348) (148)

2803 RECONCILIATION OF NET PROFIT WITH CASH FLOWS FROM OPERATING ACTIVITIES

The Computation is given below Profit After Tax 346461980 290913928

ADJUSTMENT TO RECONCILE NET PROFIT TO NET CASH PROVIDED BY OPERATING ACTIVITIES

Non-cash Expenses 439487050 258999084Depreciation 385899069 240069108Deferred Tax 53587981 18929976 Non-Operating Items 38481232 (181591)Interest Expenses (Income) on Sister Company Loan 40315862 431613Net effect of foreign currency translation (1834630) (613204) Changes in working Capital (1510809697) (841205473)(Increase)Decrease in Inventories (791902028) (151858905)(Increase)Decrease in Accounts Receivable (731608833) (655235889)(Increase)Decrease in Advances Deposits amp Prepayments 172463124 74070702Increase(Decrease) in Creditors amp Others Payable (45062380) 14083073Increase(Decrease) in Liabilities for Other Finance 8325352 (31466926)Increase(Decrease) in Income Tax Payable (123024932) (90797528) Net Cash Generated (Used in) from Operating Activities (686379435) (291474052)

STxLAnnual Report 2018-2019 91

Particulars June 302018Taka

June 302019Taka

29 APPROPRIATION DURING THE YEAR

The appropriations for the year 2017-18 have been reflected in the Statement of Changes in Equity The Board of Directors proposed cash dividend of Tk 2 (Taka Two) only per share for the year 2018-19 It will be recognized as liability in the accounts as and when the proposal approved by the shareholders in the Annual General Meeting (AGM) The total amount of Proposed Cash Dividend for the year 2018-19 is calculated at Tk 394504000

30NUMBER OF EMPLOYEES

The Number of employees and expenses incurred for employees during the year as follows No of Employees Below Tk 7188000 pa - - Tk 7188000 and Above 3965 2427 3965 2427

Amount in Taka Below Tk 7188000 pa - -Tk 7188000 and Above 765002692 559445823 765002692 559445823

There is no SalaryWagesRemuneration below Tk5990- per month with wef May 2018

Tk

31 KEY MANAGEMENT PERSONNEL COMPENSATION

During the year the amount of compensation paid to Key Management Personnel including Board of Directors is as under (As para 17 of IAS 24)

Short Term Employee Benefits 105681755 102961001Post Employment Benefits 7380189 5544772Other Long Term Benefits - - Termination Benefits - - Share Based Payment -

32CAPITAL EXPENDITURE COMMITMENT Contract for capital expenditure are being executed by the Contractors and running bills are accounted for but the unfinished contracts has not been reflected in this Financial Statements

33 CLAIM ACKNOWLEDGEMENT

There was no claim against the Company not acknowledged as debt as on June 30 2019

34 CONTINGENT LIABILITY 341 Contingent Liability of the Company was Tk 1297220698- as on June 30 2019 for opening LCs by the banks in favour of foreign suppliers for raw materials and spares

342 There was no facts and figures for which the company has contingent liability to any party other than to Banks as on June 30 2019

STxL Annual Report 2018-201992

Particulars June 302018Taka

June 302019Taka

Notes Standalone

35 PRODUCTION CAPACITY AND UTILIZATION

Capacity Installed No of Spindles Installed 122976 81648No of Rotor Heads Installed 3960 3960No of Vortex Heads Installed 2784 672

Capacity Utilised No of Spindles Operated 122976 81648No of Rotor Heads Operated 3960 3960No of Vortex Heads Operated 2784 672

Production Target (In Kg) -At Equivalent 30s Count (Ring Yarn) 18171216 9944673- At Equivalent 14s Count (OE Yarn) 9042222 10043927- At Equivalent 30s Count (Vortex Yarn) 7927500 2450000 35140938 22438600

Actual Production (In Kg) -At Equivalent 30s Count (Ring Yarn) 17617160 9400675- At Equivalent 14s Count (OE Yarn) 8722390 9810863- At Equivalent 30s Count (Vortex Yarn) 7642423 2388957 33981973 21600495

During the last few years we had to face hard competition in the national amp international market To cope with the situation we have adopted multiple product mix to attain high margin as strategy of value addition through product differentiation Hence we have restated the production capacity installation criterion and actual production quantity to make them (The production data) equivalent amp comparable

36 DIVIDEND PAID TO THE SHAREHOLDERS

During the year under review total cash dividend amounting to Tk 375718096 has been paid to the shareholders

37 CREDIT FACILITY There was no credit facility available to the Company under any contract other than bank credit facility and trade credit available in the ordinary course of business

38 EVENT AFTER THE BALANCE SHEET DATE Events after the reporting date that provide additional information about the Companys position at the reporting date are reflected in the financial statements Events after the reporting date that are not adjusting events are disclosed in the notes when material

STxLAnnual Report 2018-2019 93

Particulars June 302018Taka

June 302019Taka

Tk

Tk

39 RELATED PARTY TRANSACTION During the year the Company carried out a number of transactions with related parties in the normal course of business and on an arms length basis The name of related parties nature of relationship and their total value have been set out in accordance with the provisions of IAS 24 Related Party Disclosure Transaction with Sqaure Pharma Ltd (SPL)

Total Received during the year (3061606816) (93100563)Total Paid during the year 892818311 91714822 Closing Balance- Receivable (Payable) (2168788505) (1385741)

Transaction with Square Yarns Ltd (SYL) Total Received during the year (876285713) (798264528)Total Paid during the year 876285713 75012108 Closing Balance- Receivable (Payable) - (723252420)

Transaction with Square Texcom Ltd (STcL) Total Received during the year (130056473) (64625981)Total Paid during the year 291673492 188469080 Closing Balance- Receivable (Payable) 161617019 123843099

Transaction with Aegis Services Ltd(ASL) Total Service Received during the year (14459802) (9648537)Total Paid during the year 14459802 9648537 Closing Balance- Receivable (Payable) - - Transaction with Square Informatix Ltd(SIL) Total Service Received during the year (4634990) (9716257)Total Paid during the year 4634990 9716257 Closing Balance- Receivable (Payable) - -

Tk

Tk

Tk

Tk

Tk

Tk

Transaction with Square Hospitals Ltd(SHL) Total Service Received during the year (1443070) (423274) Total Paid during the year 1443070 423274 Closing Balance- Receivable (Payable) - -

Transaction with Square Fashions Ltd(SFL) Total Received during the year (641034460) (975593483) Total Goods Delivered during the year 960267603 1163792468 Closing Balance- Receivable (Payable) 319233143 188198985

Transaction with Square Denims Ltd (SDL) Total Received during the year (351425562) (293316287) Total Goods Delivered during the year 527379307 459213857 Closing Balance- Receivable (Payable) 175953745 165897570 Transaction with Square Apparels Ltd(SApL) Total Received during the year (124156287) (165245535)Total Goods Delivered during the year 229716558 298653172 Closing Balance- Receivable (Payable) 105560271 133407637

Tk

40 APPROVAL OF ACCOUNTS

These financial statements have been approved by the board on October 22 2019

STxL Annual Report 2018-201994

Particulars June 302018Taka

June 302019Taka

Notes Standalone

SQU

ARE

TEX

TILE

S LI

MIT

EDSc

hedu

le o

f Pro

pert

y P

lant

and

Equ

ipm

ent

Prop

erty

Pla

nt a

nd E

quip

men

t - T

k 5

374

733

212

Sche

dule-

02

C O

S T

D E P

R E C

I A T

I O N

Durin

g the

perio

dDu

ring t

he Pe

riod

PART

ICULA

RS

At 01

st July

2018

Balan

ce of

SYL

Amalg

amati

on

Janua

ry 1

2019

Balan

ce of

SYL

Amalg

amati

on

Janua

ry 1

2019

At 30

th Jun

e20

19

Writt

enDo

wn Va

lueas

at30

th Ju

ne20

19

At 01

st July

2018

At 30

th Jun

e20

19Ad

dition

s Sa

lesO

bsole

tes

Char

ged

Adju

stmen

ts

As at

June

30

201

9

As at

June

30

201

8

18

257

271

92 -

59

858

894

09

580

879

210

2 2

1428

5371

3

1834

0730

7

(210

214

508

) (6

3100

00)

974

4255

806

598

5889

409

298

4070

313

275

0311

205

120

5388

269 -

436

9522

594

298

4070

313 5

374

733

212

3

0018

1909

6

(205

8350

57)

(631

0000

)

3858

9906

9

2400

6910

8

Land

amp La

nd D

evelo

pmen

tBu

ildin

g-Fa

ctor

y amp U

tility

Build

ing-

Othe

rsSh

eds

Plan

t amp M

achi

nery

Labo

rato

ry Eq

uipm

ent

Elect

rical

Insta

llatio

nGa

s Lin

e Ins

talla

tion

Mot

or V

ehicl

esOffi

ce Eq

uipm

ent

Furn

iture

amp Fi

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mpu

ter

Softw

are

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dary

Wall

Deep

Tube

-Well

Safe

ty amp

Secu

rity E

quipm

ent

Commu

nicatio

n and

Netwo

rk Equi

pment

Othe

r Ass

ets

633

846

559

6

477

873

52

254

718

884

1

611

116

0 3

991

309

204

2

210

444

1

774

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137

827

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1

229

926

4 1

000

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912

-

4

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3 2

506

125

5

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23

258

88

66

624

58

179

260

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1

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728

35

-

14

498

294

67

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000

4

257

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2 1

361

072

2

824

500

0 2

627

836

4

804

977

7

683

50

-

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224

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4

151

00

236

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1

095

282

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90

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244

64

277

447 -

974

618

773

4

450

00

42

578

672

13

610

72

22

922

196

13

967

97

47

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86

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088

-

-

1

436

89

404

938

1

126

08

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176

59

640

509

017

1

146

721

449

3

618

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111

160

69

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080

76

18

463

719

299

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4

367

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1 1

819

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74

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154

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687

43

627

73

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00

48

470

259

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308

00

22

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07

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625

78

28

189

817

640

509

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366

284

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1

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300

746

90

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16

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4 7

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062

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9

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954

232

) -

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) (1

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184

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878

564

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1

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1 2

087

291

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347

721

1 1

256

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5

476

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378

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2

368

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00

24

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647

Financial Statement 2018-2019

Directorsrsquo Report - 97 Auditorsrsquo Report - 99 Statement of Financial Position - 100

Statement of Profit or Loss and other Comprehensive Income - 101 Statement of Changes in Equity - 102 Statement of Cash Flows - 103

Square Texcom Ltd

Subsidiary

I have the pleasure on behalf of the Board of Directors to submit to you its Report along with its audited accounts containing the Statement of Financial Position as of June 30 2019 Statement of Profit or loss and other Comprehensive Income Changes in Equity and Cash Flows for the year ended June 30 2019 and the Auditors Report thereon in terms of the provisions of section 184 of the Companies Act 1994 and IAS codes OPERATIONAL RESULTS

The operational performance during the years 2017-2018 and 2018-2019 are as follows

In million Particulars 2018-19 2017-18

Turnover 93472 87964 Gross Profit 9679 9665 Net Profit (AT) 2008 3428 Gross Margin 1035 1099 Net Margin (AT) 215 390 Earning Per Shares 20082 34275 Par value Tk 100

The above reveals that the Turnover and Gross Profit increased by 626 015 respectively but Net Profit (AT) decreased by 4141 during year under review MARKET OPERATIONS

Similar to the Square Textiles Limited Square Texcom Limited has been also based on exports at almost 100 level with less than significant local sales This is in line with the grouprsquos policy of export production in the greater interest of the Company

SHAREHOLDING

The Company has issued total of 100000 share of Tk 100 each The present share-holding pattern of the company is as follows

Name of the Shareholders

Shareholding (shares)

()

Mr Samuel S Chowdhury 1166 1166

Mr Tapan Chowdhury 1166 1166

Mr Anjan Chowdhury 1166 1166

Mrs Ratna Patra 1166 1166

Mrs Anita Chowdhury 336 0336

Ms Square Textiles Ltd 95000 9500

Total - 100000 10000

On the basis of the above shareholdings Square Texcom Ltd has the status of subsidiary to Square Textiles Limited BOARD OF DIRECTORS

The following persons are the Members of the Board of Directors of the Company Mr Samuel S Chowdhury Chairman Mrs Ratna Patra Vice-Chairman Mr Anjan Chowdhury Managing Director Mr Tapan Chowdhury Director Mrs Nihad Kabir Director (Nominee of Square Textiles Ltd) Assets Turnover Profit Tk in million

SQUARE TEXCOM LIMITED

Directorsrsquo Report to the Members for the year ended 30 June 2019

STxLAnnual Report 2018-2019 97

2008

CAPITAL EXPENDITURE

A contract for capital expenditure are being executed by the Contractors and running bills are accounted for but the unfinished contracts has not been reflected in this Financial Statements

APPROPRIATION OF PROFIT Though the Company earned a respectable level of profit Tk 20082 per share the Board of Directors decided to transfer the entire profit to the General Reserve for ploughing back in the long term interest of the shareholders As such the Board of Directors did not recommend for declaration of any dividend for the year 2018-2019 FINANCIAL POSITION

The Statement of Financial Position as on 30 June 2019 Statement of Profit or Loss and other Comprehensive Income Change in Equity and Cash Flows ended at 30 June 2019 are place herewith APPOINTMENT OF AUDITORS

Ms Chowdhury Bhattacharjee amp Co Chartered Accountants Auditors of the Company retire at this Annual General Meeting and being eligible have offer themselves for appointment as Auditors for the year 2019-2020 and re-fixation of their remuneration

ACKNOWLEDGEMENT

The Board of Directors thankfully acknowledge the devotion and dedication of all the workers employees and officers without which the Companyrsquos operation could not have attained the successes as reported above The Board also record with appreciation the support service and co-operation rendered by all concerned Samuel S Chowdhury Chairman

Square Texcom Limited Directorsrsquo Report

STxL Annual Report 2018-201998

AUDITORS REPORTIndependent Auditors Report to the Shareholders ofSquare Texcom Limited

Opinion

We have audited the accompanying Financial Statements of Square Texcom Limited which comprises the Statement of Financial Position as at 30 June 2019 Statement of Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows for the year then ended and Notes to the Financial Statements including a summary of significant accounting policies

In our opinion the Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) give a true and fair view of the state of the companyrsquos affairs as at 30 June 2019 and of the results of its operations and its Cash Flows for the year then ended and comply with the Companies Act 1994 and other applicable laws and regulations

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) Our Responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report We are independent of the Company in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevent to our audit of the Financial Statements and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with International Financial Reporting Standards (IFRSs) the Companies Act 1994 and other applicable laws and regulations This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of 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

In preparing the Financial Statements management is responsible for assessing the Companys ability to continue as a going concern desclosing as applicable matters related to Going Concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so

Those charged with govrnance are responsible for overseeing the Companys financial reporting process

Auditors Responsibilities for the Audit of the Financial Statements

Our responsibility is to express an opinion on these Financial Statements based on our audit We conducted our audit in accordance with International Standards on Auditing (ISA) Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 auditorrsquos 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 entityrsquos 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 entityrsquos internal control An audit also includes evaluating 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

Place DhakaDated October 01 2019

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of account as required by law have been kept by Square Texcom Limited so far as it appeared from our examination of those books and

The Companyrsquos Statement of Financial Position Statement of Comprehensive Income and its Statement of Cash Flows dealt with by the report are in agreement with the books of account

(i)

(ii)

(iii)

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

Further to our opinion in the above paragraph we state that

STxLAnnual Report 2018-2019 99

SQUARE TEXCOM LIMITEDStatement of Financial PositionAs at June 30 2019

ASSETS NON-CURRENT ASSETS 669463993 707305663Property Plant amp Equipment- Carrying Value 638367040 690592118Capital Work In Progress 31096953 16713545

CURRENT ASSETS 598985345 460008024Inventories 286949732 166614746Accounts Receivable 261286264 216416781Advances Deposits amp Prepayments 25463273 24687001Cash amp Cash Equivalents 25286076 52289496 TOTAL ASSETS Tk 1268449338 1167313687

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 298774127 278691935Share Capital 10000000 10000000Retained Earnings 288774127 268691935 NON-CURRENT LIABILITIES 467176130 459166119Share Money Deposit 423550119 423550119Deferred Tax Liability 43626011 35616000 CURRENT LIABILITIES amp PROVISIONS 502499081 429455633Short Term Bank Loan (Secured) 315747122 285746054Creditors amp Others Payable 7347077 8830192Liabilities for Other Finance 9630636 6610187Short Term Loan 161617019 123843099Provision for Income Tax 8157227 4426101 TOTAL SHAREHOLDERS EQUITY amp LIABILITIES Tk 1268449338 1167313687

Net Asset Value Per Share 298774 278692

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxL Annual Report 2018-2019100

Particulars June 302018Taka

June 302019Taka

SQUARE TEXCOM LIMITEDStatement of Profit or Loss and Other Comprehensive IncomeFor the Year ended June 30 2019

SALES REVENUE 934721283 879640842

Cost of Goods Sold (837931175) (782995713)

GROSS PROFIT 96790108 96645129

Administrative Expenses (31431439) (37124155)

Selling amp Distribution Expenses (2329503) (1767531)

PROFIT FROM OPERATION 63029166 57753443

Finance Cost (25947910) (14474368)

Non-operating Income 980645 374424

PROFIT BEFORE WPPF amp WF 38061901 43653499

Allocation for WPPF amp WF (1812471) (2078738)

PROFIT BEFORE TAX 36249430 41574761

Provision for Tax (Current) (8157227) (2105611)

Provision for Tax (Deferred) (8010011) (5193958)

PROFIT AFTER TAX FOR THE PERIOD Tk 20082192 34275192

(Transferred to the Statement of Changes in Equity)

No of Share=100000

Earnings Per Share(EPS) 20082 34275

Subsidiary

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxLAnnual Report 2018-2019 101

Particulars 2017-2018Taka

2018-2019Taka

SQUARE TEXCOM LIMITEDStatement of Changes in EquityFor the Year Ended June 30 2019

For the Year Ended June 30 2018

Share CapitalParticulars

Balance as at June 30 2018

Net Profit for the Year ended June 302019

Balance as at June 30 2019

Retained Earnings Total Tk

10000000

-

268691935

20082192

28877412710000000

278691935

298774127

Share CapitalParticulars

Balance as at June 30 2017

Net Profit for the Year ended June 302018

Balance as at June 30 2018

Retained Earnings Total Tk

10000000

-

234416743

34275192

26869193510000000

244416743

34275192

278691935

20082192

STxL Annual Report 2018-2019102

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Particulars 2017-2018Taka

2018-2019Taka

SQUARE TEXCOM LIMITEDStatement of Cash FlowsFor The Year Ended June 30 2019

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 889851800 799539946Exchange Fluctuation Gain (Realization from Transection) 799096 128559 Receipts from Other Income 19103 47474 Total Receipts 890669999 799715979 Payments to Suppliers (716964238) (616770814)Paid for Operating amp Non-operating Expenses (217812647) (244384347)Interest Expenses Paid (22272712) (7260070)Income Tax Paid (3653792) (5706713)Total Payments (960703389) (874121944) Net Cash Flow From (Used in) Operating Activities (70033390) (74405965) CASH FLOWS FROM INVESTING ACTIVITIES Sales (Purchase) of Property Plant and Equipment (20225264) (40424867) Net Cash Generated (Used in) from Investing Activities (20225264) (40424867) CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) 30001068 48131629Short Term Loan from (To) Sister Company 33091720 20746350 Net Cash Generated (Used in) from Financing Activities 63092788 68877979 Increase (Decrease) in Cash amp Cash Equivalents (27165866) (45952853)Net effect of foreign currency translation 162446 198391Opening Cash amp Cash Equivalents 52289496 98043958CLOSING CASH amp CASH EQUIVALENTS Tk 25286076 52289496

Net Operating Cash Flows Per Share (70033) (74406)

Subsidiary

STxLAnnual Report 2018-2019 103

Dated Dhaka October 01 2019 As per our annexed report of even

Anjan ChowdhuryManaging Director

Tapan ChowdhuryDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

AUDITORS REPORTIndependent Auditors Report to the Shareholders ofSquare Yarns LimitedOpinion We have audited the accompanying Financial Statements of Square Yarns Limited which comprises the Statement of Financial Position as at 31 December 2018 Statement of Comprehensive Income Statement of Changes in Equity and Statement of Cash Flows for the period then ended and Notes to the Financial Statements including a summary of significant accounting policies

In our opinion the Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) give a true and fair view of the state of the companyrsquos affairs as at 31 December 2018 and of the results of its operations and its Cash Flows for the period then ended and comply with the Companies Act 1994 and other applicable laws and regulations

Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report We are independent of the Company in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the Financial Statements and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Key Audit Matters We draw attention to Note 2 (p) to the Financial Statements which describes that the company is under process for amalgamation with Square Textile Limited under provision of Section 228 amp 229 of the Companies Act 1994 Our opinion is not qualified in respect of these matters

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with International Financial Reporting Standards (IFRSs) the Companies Act 1994 and other applicable laws and regulations This responsibility includes designing implementing and maintaining internal control relevant to the preparation and fair presentation of 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

In preparing the Financial Statements management is responsible for assessing the Companys ability to continue as a going concern disclosing as applicable matters related to Going Concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so

Those charged with governance are responsible for overseeing the Companys financial reporting process

Auditors Responsibilities for the Audit of the Financial Statements

Our responsibility is to express an opinion on these Financial Statements based on our audit We conducted our audit in accordance with International Standards on Auditing (ISA) Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 auditorrsquos 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 entityrsquos 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 entityrsquos internal control An audit also includes evaluating 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

Place DhakaDated February 10 2019

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof

In our opinion proper books of account as required by law have been kept by Square Yarns Limited so far as it appeared from our examination of those books and

The Companyrsquos Statement of Financial Position Statement of Comprehensive Income and its Statement of Cash Flows dealt with by the report are in agreement with the books of account

(i)

(ii)

(iii)

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

Further to our opinion in the above paragraph we state that

STxLAnnual Report 2018-2019 105

SQUARE YARNS LIMITEDStatement of Financial PositionAs at December 31 2018

ASSETS Non-Current Assets 620338923 676872453Property Plant amp Equipment- Carrying Value 620338923 676872453

Current Assets 1733515533 1664296652Inventories 551365521 472332420Accounts Receivable 262139994 321134934Advances Deposits amp Prepayments 45746957 41134451Short Term Loan 810552881 723252420Cash amp Cash Equivalents 63710180 106442427

TOTAL ASSETS Tk 2353854456 2341169105

SHAREHOLDERS EQUITY amp LIABILITIES Shareholders Equity 1971931663 1908113630Share Capital 95500000 95500000Retained Earnings 1876431663 1812613630

Non-Current Liabilities

Deferred Tax Liability 53533688 57859132

Current Liabilities amp Provisions 328389105 375196343Short Term Bank Loan (Secured) 186577378 233187042Creditors amp Others Payable 29824370 43105219Liabilities for Other Finance 10243209 13038822Provision for Income Tax 101744148 85865260

TOTAL SHAREHOLDERS EQUITY amp LIABILITIES 2353854456 2341169105 Tk

Net Asset Value Per Share 206485 199802

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

STxL Annual Report 2018-2019106

Particulars June 302018Taka

Dec 312018Taka

SQUARE YARNS LIMITEDStatement of Profit or Loss and Other Comprehensive IncomeFor the Period (Six Months) ended December 31 2018

SALES REVENUE 731076090 987208292

Cost of Goods Sold (642577904) (892864246)

GROSS PROFIT 88498186 94344046

Administrative Expenses (6320194) (12371998)

Selling amp Distribution Expenses (878822) (872835)

PROFIT FROM OPERATION 81299170 81099213

Finance Cost (4636342) (4561024)

Other Income 2477223 138309

PROFIT BEFORE WPPF amp WF 79140051 76676498

Allocation for WPPF amp WF (3768574) (3651262)

PROFIT BEFORE TAX 75371477 73025236

Provision for Tax (Current) (15878888) (14566204)

Provision for Tax (Deferred) 4325444 3584757

PROFIT AFTER TAX FOR THE PERIOD 63818033 62043789

(Transferred to the Statement of Changes in Equity) No of Share=955000

Earnings Per Share (EPS) 6683 6497

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Subsidiary

STxLAnnual Report 2018-2019 107

Particulars July-Dec 2017Taka

July-Dec 2018Taka

Unaudited

SQUARE YARNS LIMITED

Statement of Changes in EquityFor the Period (Six Months) ended December 31 2018

For the Period (Six Months) ended December 31 2017

Share CapitalParticulars

Balance as at June 30 2017

Net Profit for the Six Months Ended Dec 31 2017

Balance As at Dec 31 2017

Retained Earnings Total

-

95500000

95500000

1678330454

62043789

1740374243

1773830454

62043789

1835874243

Share CapitalParticulars

Balance as at June 30 2018

Net Profit for the Six Months Ended Dec 31 2018

Balance As at Dec 31 2018

Retained Earnings Total

-

95500000

95500000

1812613630

63818033

1876431663

1908113630

63818033

1971931663

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Unaudited

STxL Annual Report 2018-2019108

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from Sales Revenue 790071030 1048969414Exchange Fluctuation Gain 345547 138309Total Receipts 790416577 1049107723 Payments to Suppliers (535294015) (673001715)Paid for Operating amp Non-operating Expenses (156471962) (174588096)Interest Expenses Paid (3980222) (7507593) Income Tax Paid (4870119) (9983664)Total Payments (700616318) (865081068)

Net Cash Flow From (Used in) Operating Activities 89800259 184026655

CASH FLOWS FROM INVESTING ACTIVITIESSales (Purchase) of Property Plant amp Equipment (754057) -

Net Cash Generated (Used in) from Investing Activities (754057) -

CASH FLOWS FROM FINANCING ACTIVITIES Short Term Bank Loan Received (Repaid) (46609664) 32966810Short Term Loan from (To) Sister Company (85168785) (464990904)

Net Cash Generated (Used in) from Financing Activities (131778449) (432024094)

Increase (Decrease) in Cash amp Cash Equivalents (42732247) (247997439)Opening Cash amp Cash Equivalents 106442427 391794350CLOSING CASH amp CASH EQUIVALENTS 63710180 143796911

Net Operating Cash Flows Per Share 9403 19270

SQUARE YARNS LIMITEDStatement of Cash FlowsFor the Period (Six Months) ended December 31 2018

Subsidiary

Dated Dhaka February 10 2019 As per our annexed report of even

Samuel S ChowdhuryChairman

Charles C R PatraDirector

Chowdhury Bhattacharjee amp Co Chartered Accountants

Unaudited

STxLAnnual Report 2018-2019 109

Particulars July-Dec 2017Taka

July-Dec 2018Taka

S q u a r e T e x

SQUARE TEXTILES LIMITED Square Centre 48 Mohakhali Commercial Area

Dhaka-1212

P R O X Y F O R M

IWe ___________________________________________________________________________

of _____________________________________________________________________________

being a member of Square Textiles Ltd do hereby appoint

MrMrsMiss ___________________________________________________________________

of _____________________________________________________________________________

_______________________________________________________________________________

as myour proxy to attend and vote for meus on myour behalf at the 24th Annual General Meeting of the Company to be held on Thursday the 12th December 2019 at 1100 am at Samson H Chowdhury Centre Dhaka Club Ltd Ramna Dhaka

As witness my hand this day of ________________ 2019

_______________________ __________________________

Signature of the Proxy Signature of the Member Dated Dated

FolioBOID

Note A member entitled to attend and vote at the Annual General Meeting may appoint proxy to attend and vote in hisher stead The proxy form should reach at the Registered Office of their Company not less than 48 hours before the time fixed for the meeting

Signature Verified

Authorized Signatory Square Textiles Limited

Affix Revenue

Stamp

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ি ফ ম

AvwgAvgiv______________________________________________________________

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macrlsaquoqvi daggerUmiddotUvBjmamp wjwgDaggerUW Gi m`muml wnDaggermDaggere

RbvedaggereMg______________________________________________________________

wVKvbv _________________________________________________________________

_____________________________________________________________________

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_______________ _________________ cOumlwZwbwai macr^vparai m`Daggermumli macrvparai ZvwiL ZvwiL dwjIweIAvBwW bcurreni

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cvDaggerib| cOumlwmiddot dig h_vh_ c~iDaggerYi ci eDaggerBn ZDagger`w vgR mDaggerdwA copyWvoacuteRwidagger ixbvuacutecurrenvKdagger copyeDagger~c vUrsaquoN 84 ibDaggervocircybA vfm

Zparawxic iparavmacr

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macrlsaquoqvi daggerUmiddotUvBjmamp wjwgDaggerUW

For the Financial Year 2017-2018 Dividend Recommended 21 October 2018 Record Date for 23rd AGM 27 November 2018 23rd Annual General Meeting 20 December 2018 Dividend Issued 14 January 2019 For the Financial Year 2018-2019 Publication of 1st Qtr Financial Report 14 November 2018 Publication of 2nd Qtr Financial Report 31 January 2019 Publication of 3rd Qtr Financial Report 30 April 2019 Dividend Recommended 22 October 2019 Audited Financial Report to BSEC DSE and CSE 11 November 2019 Record Date for 24th AGM 19 November 2019 Notice of 24th AGM 27 November 2019 24th Annual General Meeting 12 December 2019 Dividend Payable By 10 January 2020

Corporate Compliance

Registered Address

Corporate HeadquartersSquare Centre

48 Mohakhali Commercial Area Dhaka BangladeshPhone +88-02-9859007 8833047-56

Fax +88-02-8834941 8828768 wwwtextilesquaregroupcom

  • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
    • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
      • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
      • 6a55baa05e52fa5ccbb94d8396f125ac4f98fefb4234f0cbf685e2fd22755721pdf
        • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
        • ff9e3e70ccbd82bae27c5f4cda706be4e50cddbfbbd92504a02220e06a74c19bpdf
Page 9: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 10: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
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Page 15: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 16: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 17: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 18: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 19: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 20: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 21: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 22: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 23: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 24: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 25: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 26: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 27: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 28: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 29: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 30: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 31: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 32: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 33: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 34: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 35: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 36: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 37: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 38: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 39: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 40: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 41: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 42: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 43: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 44: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 45: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 46: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 47: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 48: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 49: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
Page 50: ANNU AL REPORTMr. Suresh Chandra Bala Head of Plant Mr. Md. Abdur Rahman Head of Engineering Mr. Avijit Kumar Biswas Head of Procurement Mr. Mozibur Rahman Head of Internal Audit and
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