annual report 2013 -...

ANNUAL REPORT 201301


Letter of Transmittal 04 Corporate Profile: Our Mission, Goal & Quality Policy 05 Corporate Directory 06 Corporate Chronicle 07 Board of Directors 08 Chairman's Statement 09 Directors’ Report to the Shareholders 10 Financial Report: Bengal Windsor Thermoplastics Limited Auditors' Report 25 Audited Financial Statements 26

Subsidiary Profile: Bengal Petrochem and Synthetic Textiles Ltd. Directors’ Report 65 Auditors’ Report 66 Audited Financial Statements 67

Notice of the 11th Annual General Meeting 78 Proxy Form 79

Contents


All ShareholdersBangladesh Securities and Exchange CommissionRegistrar of Joint Stock Companies and FirmsDhaka Stock Exchange LimitedChittagong Stock Exchange Limited

Sub: Annual Report for the year ended 30 June 2013

Dear Sirs,

We are pleased to enclose a copy of Annual Report together with the Audited Financial Statements including consolidated and separate Statement of Financial Position as at 30 June 2013 and Statement of Comprehensive Income, Statements of Changes in Equity and Statements of Cash Flows for the year ended 30 June 2013 along with notes thereon of Bengal Windsor Thermoplastics Limited and its subsidiary, Bengal Petrochem and Synthetic Textiles Limited for your information and record.

Yours truly

Darul Awam Tuhin ACSCompany Secretary

Dated: 25 November 2013

Letter of Transmittal


To strive continuously to exceed customers’ expectations for achieving unlimited excellence by providing greater value to our customers than our competitors.

To be the best company in our industry and it is our policy to deliver total quality goods and services to all of our customers. We accomplish this by adopting a set of quality policy throughout the organization.

Strive to satisfy and to exceed customers expectations and to be accurate and on time with all deliverables.

Focus on continuous improvement in all quality related activities and seek to prevent errors and eliminate the causes of problems.

Educate, train, and qualify our employees so that they can perform their tasks in accordance with establishment quality standards and strive for continue to improvement.

Develop and maintain mutually beneficial relations with suppliers to ensure a stable supply of quality materials and services.

Maintain competitive prices and superior financial performance by eliminating waste, wherever it occurs.

Our Mission, Goal and Quality Policy

Our Mission Statement

Our Goal

Our Quality Policy


Audit CommitteeSyed Javed Iqbal Chairman Mr. Firoz Alam Member Mr. Shamsul Alam MemberMr. Darul Awam Tuhin ACS Secretary

Chief Financial OfficerMr. Hassan Shahid Sarwar FCA

Company SecretaryMr. Darul Awam Tuhin ACS

Head of Internal AuditMr. Md. Nuruzzaman

InsurersPioneer Insurance Co. Ltd.Bangladesh General Insurance Co. Ltd.Pragati Insurance LimitedGreen Delta Insurance Company Ltd.

Corporate AdvisorAsian Tiger Capital Partners Investments Ltd.UTC Building, Level-16, 8 PanthopathDhaka-1215.

ListingDhaka Stock Exchange Ltd.Chittagong Stock Exchange Ltd.

Registered OfficeBengal House75 Gulshan Avenue, Gulshan-1, Dhaka-1212Phone: +880 2 988 8248Fax: +880 2 882 7507E-mail: [email protected]: www.windsor.bengalgroup.com

AuditorsM/S. Hoda Vasi Chowdhury & Co.Chartered AccountantsBTMC Bhaban (8th Floor)7-9, Karwan Bazar C/ADhaka-1215

BankersStandard Chartered Bank LtdThe HSBCNCC Bank Ltd.Dutch Bangla Bank Ltd.

Legal AdvisorChowdhury Mokimuddin KJ AliBarrister-at-Law & Head of ChambersChowdhury Mokimuddin & AssociatesGreen Panorama, Apt. D2, House-6Road 109, Gulshan-2, Dhaka-1212

Factory AddressPlot 181-182,DEPZ, Extension AreaAshulia, Dhaka.Tel: +88 7 789 134-8Fax: +88 7 790 317

Corporate Directory

Board of DirectorsMr. Morshed Alam Chairman Mr. Md. Jashim Uddin Vice Chairman Mr. Humayun Kabir Managing Director Ms. Bilkis Nahar DirectorMs. Arifa Kabir DirectorMr. Firoz Alam DirectorMr. Shamsul Alam DirectorMr. Saiful Alam DirectorSyed Javed Iqbal Independent DirectorMr. Fayyaz Khundker Independent Director


Date of Incorporation 02 January 2002

Consent from BSEC for issuance of Public Share 17 October 2012

Publication of Prospectus 23 October 2012

IPO Subscription Opened 27 January 2013

IPO Subscription Closed 31 January 2013 and 09 February 2013 for NRB

IPO Lottery Date 28 February 2013

Listed with Dhaka Stock Exchange Ltd. 03 April 2013

Listing with Chittagong Stock Exchange Ltd. 07 April 2013

First Trading of Share in DSE and CSE 16 April 2013

National Productivity & Quality Excellence Award -2012 1st prize in Medium category

Authorized Capital 1,000,000,000

Paid-up Capital 700,000,000

Number of Shareholders 13,244

Subsidiary Company Bengal Petrochem and Synthetic Textiles Ltd.

Corporate Chronicle


Board of Directors

Bilkis NaharDirector

Shamsul AlamDirector

Saiful AlamDirector

Syed Javed IqbalIndependent Director

Fayyaz KhundkrrIndependent Director

Arifa kabirDirector

Firoz AlamDirector

Humayun KabirManaging Director

Morshed AlamChairman

Jashim UddinVice Chairman


My dear fellow Shareholders

It gives me immense pleasure to welcome you all on behalf of myself and the Board of Directors at this

auspicious gathering of 11th Annual General Meeting (AGM) of the Bengal Windsor Thermoplastics Limited

(BWTL) for the first time after its listing.

You may be aware that we have passed a challenging year as the company was listed in the capital market when

listing of securities were rare and the regulators were very concerned about pricing and other compliance

issues. However, we have tackled the challenges more efficiently on the back of continuous support of our

customers, employees and valued shareholders. Their relentless commitments and best efforts have earned

us, all the success over the years. Today, I would like to congratulate this winning team for their persistent

achievements and care for the Company.

I would like to express gratitude to the sponsors of the company for their tremendous support to the company

and not taking dividend in the years 2011 and 2012. This year they have also shown same endurance through

recommending cash dividend at the rate of 14% i.e. TK. 1.40 per share for Shareholders other than Sponsor

Shareholders to enhance liquidity position of the Company.

I am grateful to you all for attending this AGM. I assume you all have received copies of the Annual Report

2013 of the Company along with Directors’ Report, Auditors’ Report together with Financial Statements for

your review and evaluation. Your valuable comments and suggestions will definitely strengthen us.

I would also place my sincere appreciation to Bangladesh Securities and Exchange Commission, Dhaka Stock

Exchange, Chittagong Stock Exchange, Issue Manager, Post Issue Manager, Bankers and others Regulatory

Authorities for their support and cooperation to the Company.

Once again, I would also like to thank all our valued shareholders and stakeholders for being with us in our

journey towards a better future.

With Thanks and Regards,


Chairman's Statement


Bismillahir Rahmanir Rahim

Dear Shareholders

Assalamu Alaikum, I, on behalf of the Board of Directors, have the pleasure to present before you their report for the year ended 30th June 2013 along with the audited financial statements and auditors’ report thereon. This Report has been prepared in compliance with the Section 184 of the Companies Act 1994, Listing Regulation of Dhaka Stock Exchange Ltd. and the Bangladesh Securities and Exchange Commission’s notification no. SEC/CMRRCD/2006-158/134/Admin/44, date 07 August 2012.

PRINCIPAL ACTIVITIES The principal activities of the Company continued to be the business of manufacturing and export of garments accessories (hanger) which facilitate the export of garments to the world’s largest retailers like WalMart, K-Mart, Khol’s, J C Penny etc. in the USA as well as in Europe.

INDUSTRY OUTLOOK AND POSSIBLE FUTURE DEVELOPMENT In the wake of the recovery from global financial recession, the export trade of Bangladesh made a turnaround. However, sovereign credit crisis in euro zone which is one of Bangladesh’s main export destinations is having its impact on export trade. The export earnings of Bangladesh stood at US $ 19,704 million for the period of nine months from July 2012 to March 2013, which was 10.20 percent higher than the export earnings for the same period of FY 2011-12. In this period export earnings from readymade garments and knitwear have increased by 13.8% and 8.4% respectively. Some of the facilities under the incentive package declared by the Government are still continuing. Assistance for the entrepreneurs tiled ‘New Market Exploration Assistance’ announced under the incentive package is also being extended this year for diversification of goods and exploration of new export market. In the meantime, export markets have been created in Japan, Korea, South Africa and Turkey.

OPERATIONAL PERFORMANCE This is a great pleasure to inform you all that your Company has been sustaining profitability during this financial year 2012-13. In spite of facing different hindrances, your Company has been able to uphold an impressive level of sales and production over the years. The gross turnover of Tk. 79.50 crore in 2011-12 increased to Tk. 87.98 crore showing a growth of 10.67 %. Net Profit has increased by 23.39 % from Tk. 19.35 crore in 2011-12 to Tk. 23.88 crore in 2012-13.

Besides, our strong financial position enabled us to take further actions in the year to increase profitability based upon our current expectations. Overall, we look to the future with confidence. Although there is a still a high degree of economic and political uncertainty, we are confident that the next year will be another successful year for Bengal Windsor Thermoplastics Limited. The details of Revenue, Cost of Goods Sold, Gross profit and Net Profit after Tax are given below:

(Figure in Thousand Taka)

Year Revenue Cost of Goods Sold Gross Profit Net Profit after Tax

2011-2012 795,011 513,509 281,502 193,504

2012-2013 879,833 557,365 322,468 238,763

Director's Report to the Shareholders


RISKS AND CONCERNS Risks and concerns of the industries solely depends on the exchange rate fluctuation, change of raw materials cost and upcoming changes of global and national policies, which may have negative impact on the cost structure and profitability of the company.

FINANCIAL RESULT AND APPROPRIATION OF PROFITThe Directors of the Company are pleased to report its shareholders the financial results of the company for the year ended on 30th June 2013 and their recommendations for appropriation of earnings for the year under review are as follows:

Figure in Thousand Taka

Particulars 2013 As on 30 June 2013

2012As on 30 June 2012

Net profit after Tax 238,627 193,504

Opening Balance 454,952 273,086

Dividend Paid 17,136 8,000

Retained Earnings 676,442 454,952

DIVIDENDConsidering the Company’s profitability and the interest of the valued investors, the Board of Directors of the Company are pleased to recommended a dividend of Tk. 1.40 per share of Tk. 10.00 each i.e. Cash Dividend @ 14% for general Shareholders, other than Sponsor Shareholders and Stock Dividend 08% for all Shareholders subject to the approval of shareholders in the forthcoming Annual General Meeting.

BOARD MEETING AND ATTENDANCEDuring the year, 11 Board meetings were held. The attendance record of the Directors is shown in Note No. 33 in the notes to the Financial Statements of this report. The Director who could not attend the meetings were granted leave of absence.

ELECTION OF DIRECTORSMs. Bilkis Nahar (Director), Ms. Arifa Kabir (Director) and Mr. Shamsul Alam (Director) will retire from the Board by rotation as per Article-127 of the Articles of Association of the Company and as per Article no-128 of the Articles of Association of the Company, being eligible, have offered themselves for re-election. Brief resume and other information of the above mentioned directors as per clause 1.5(XXII) a, 1.5(XXII) b, and 1.5(XXII) c, of SEC notification No.SEC/CMRRCD/2006158/134/ Admin /44, dated, 07 August 2012 are depicted in Annexure-D.

APPOINTMENT OF AUDITORSM/s. Hoda Vasi Chowdhury & Co., Chartered Accountants the retiring auditor of the Company, retire at this Annual General Meeting will be completed their service for a consecutive period of three years and as per BSEC order we cannot appoint any firm of chartered accountants as our statutory auditors for a consecutive period exceeding three years. After scrutinizing the letters of experience of interest submitted by different Chartered Accountants firms, the Audit Committee of the Board proposed to appoint M/S. A Qasem & Co. as the auditors of the Company for the year 2013-2014. The Board also accepted Audit Committee’s proposal and recommended to appoint M/S. A Qasem & Co., Chartered Accountants as statutory auditors which will be placed before Annual General Meeting (AGM) for shareholders approval. Remuneration of the auditor will also fixed by the shareholders at the AGM.


CORPORATE GOVERNANCE COMPLIANCE REPORTBengal Windsor Thermoplastics Limited adheres to appropriate good Corporate Governance principles. The Company has also complied with all the requirements of Corporate Governance as required by the Bangladesh Securities and Exchange Commission. Accordingly, Corporate Governance Compliance Report is shown in annexure - G of this report.

Further in compliance with the requirement of the Bangladesh Securities and Exchange Commission’s notification, M/S Itrat Hossain & Associates, Chartered Secretary in Practice, issued the Corporate Governance Compliance Certificate which is shown on Annexure-F of the notes to the Financial Statements.

UTILIZATION OF PROCEEDS FROM PUBLIC ISSUEAs on 30 September 2013, we have utilized BDT 28,45,15,677 which is 71% of our IPO Proceeds and hope that total proceeds will be completed in due time. The details of utilization of proceeds from public issue are as follows:

Sl. No.Estimated cost of IPO Estimate time for

Completing SchemeInvestment so

far madeInvestment yet

to be made

Item Amount C. Amount % Amount %

1 Injection Moulding Machine 43,919,200 Within 6 Month 14,101,849 32% 29,817,351 68%

2 Auxiliary Equipment 20,526,424 Within 6 Month 12,662,684 62% 7,863,740 38%

3 Mould 32,671,095 Within 6 Month 3,468,529 11% 29,202,566 89%

4 Building expansion cost 97,625,000 Within 9 Month 30,000,000 31% 67,625,000 69%

5 Working Capital Requirment 81,704,781 Within 9 Month 82,945,431 102% (1,240,650) 0%

6 Bank Liabilities pay off 100,000,000 Within 4 Month 103,196,584 103% (3,196,584) 0%

7 IPO Expenses (pre) Approx 23,553,500 38,140,601 162% (14,587,101) 0%

400,000,000 284,515,678 71% 115,484,322 29%

REMUNERATION TO DIRECTORSThe Directors of the Company did not get any remuneration from the Company except Board Meeting attendance fee paid to Independent Directors, have been shown in notes No. 23 of the notes to the Financial Statements.


FIVE YEAR’S FINANCIAL HIGHLIGHTSThe key operating and financial data for the last five years are as follows:

Figure in Thousand Taka

Particulars 2008-09 2009-10 2010-11 2011-12 2012-13

Authorized Capital 50,000 1,000,000 1,000,000 1,000,000 1,000,000

Paid up Capital 1,000 1,000 540,000 540,000 700,000

Share Premium -- -- 232,800 232,800 465,600

Turnover 478,330 606,092 638,888 795,011 879,833

Gross Profit 152,843 197,064 215,200 281,502 322,468

Operating Profit 122,655 165,641 177,169 237,723 285,013

Tangible Fixed Assets 75,602 69,888 212,163 328,156 445,620

Net Asset Value 404,782 561,052 1,050,167 1,238,739 1,853,166

Dividend Proposed -- 459,000 8,000 17,136 90,395

Returned on Equity (%) 31.19 32.36 20.99 15.83 13.00

Net Asset Value per Share (Tk.) 4,047.82 12.20 19.45 22.94 26.24

Earnings Per Share (Tk.) 1,092.09 3.40 3.56 3.38 4.16

(Note: Face Value of Share for the year 2007, 2008 and 2009 were Tk. 100 each. During 2010 it converted into Tk. 10 each, Thus, NAVPS & EPS have been calculated on the basis of Tk. 10 per share for comparative analysis)

CONTRIBUTION TO THE NATIONAL EXCHEQUERDuring the year under review, our Company paid Tk. 1,28,37,999 to the national exchequer in the form of corporate income tax, customs duties and value added tax.

CONCLUSIONThe Board of Directors record with deep appreciation the performance of the management, the officers, staff and workers whose relentless effort helped increase the productivity despite the natural and unnatural adverse factors throughout the country and the world. The Directors humbly express their gratitude and acknowledge with keen interest the cooperation and unflinching support it has received from various regulatory bodies.

For and on behalf of the Board of Directors



ANNEXURE-A

The Directors also report that:Related Party Transactions are depicted in note 36 of the notes to the Financial Statements.The Financial Statements of the Company present true and fair view of the Company’s 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 statements were prepared in accordance with IAS/BAS/IFIS/BFRS.The internal control system is sound in design and is effectively implemented and monitored.There is no significant doubt about the company’s ability to continue as a going concern.There is no significant deviation from the operating result of the last year.The numbers of Board Meeting and the Attendance of Directors during the year 2012-2013 have been

shown in Notes No. 33 of the notes to the Financial Statements.The pattern of shareholding as required by clause 1.5(xxi) of the BSEC Notification No. SEC/

CMRRCD/2006-158/134/Admin/44, dated 7th August 2012 stated in Annexure-C


ANNEXURE-B

Value Added Statement

Value Added2012-13 2011-2012

BDT % BDT %

RevenueOther Income including Interest IncomeCost of Sales excluding DepreciationOther Operating Expense excluding DepreciationTotal Value Added

87,98,33,038 5,18,70,702

(52,62,89,066)(2,34,60,292)

79,50,11,479 3,12,65,966

(49,46,89,512) (3,25,90,919)

38,19,54,381 100.00 29,89,97,014 100.00

Distribution of Added Value:

To Employees as Salaries and AllowancesTo Directors as Board Meeting Attendance FeeTo Bank and Other LendersTo Gov’t tax & OthersTo Shareholders as Dividend

1,98,86,181 40,000

7,15,82,5491,28,37,9991,71,36,000

5.210.01

18.743.364.49

1,80,95,221-

5,21,48,4591,17,24,737

80,00,000

6.05-

17.443.922.68

12,14,82,729 31.81 8,99,68,417 30.09Retained for Reinvestment and Future Growth:

Depreciation and AmortizationRetained Profit

3,88,44,99222,16,26,660

10.1758.02

2,35,24,96918,55,03,628

7.8762.04

26,04,71,652 68.19 20,90,28,597 69.91

38,19,54,381 100.00 29,89,97,014 100.00

5.21% 0.01%

18.74.%

3.36%

4.49%10.1758.02%

Value Added Statement (FY: 2012-2013)

To Employees as Salaries andAllowances

To Directors as Board MeetingAttendence Fee

To Bank and Other Lenders

To Gov't tax & Others

Shareholders as Dividend

Depreciation and Amortization

Retained Pro�t

Value Added Statement (FY 2011-12)

6.05%0%

17.44%

3.92%

2.68%7.87%62.04%

To Employees as Salaries andAllowances

Attendence FeeTo Directors as Board Meeting

To Bank and Other Lenders

To Gov't tax & Others

To Shareholders as Dividend

Retained Pro�t

Depreciation and Amortization


ANNEXURE-C

Pattern of Shareholding as on 30 June 2013

Name of the Shareholders Status Shares held %

I. Parent/Subsidiary/Associated Companies and other related parties ---------- Nill -----

II. Directors:

Mr. Morshed Alam Chairman 7,820,000 11.17

Mr. Md. Jashim Uddin Vice Chairman 4,600,000 6.57

Mr. Humayun Kabir Managing Director 2,300,000 3.29

Ms. Bilkis Nahar Director 2,300,000 3.29

Ms. Arifa Kabir Director 22,892,000 32.70

Mr. Firoz Alam Director 1,840,000 2.63

Mr. Shamsul Alam Director 1,840,000 2.63

Mr. Saiful Alam Director 1,840,000 2.63

Syed Javed Iqbal Independent Director Nill -----

Mr. Fayyaz Khundker Independent Director 25,000 0.04

III. Chief Executive Officer, Chief Financial Officer, Company Secretary, Head of Internal Audit and their Spouses and Minor Children:

--------- Nill ----

IV. Executives: --------- Nill ----

V. Shareholders holding 10% or more voting interest in the Company:

Mr. Morshed Alam Chairman 7,820,000 11.17

Ms. Arifa Kabir Director 22,892,000 32.70


ANNEXURE-D

Directorship of Re-Appointed Directors with other Company1 Ms. Bilkis Nahar: Ms. Bilkis Nahar is a reputed business woman. She is also a Director of National Television Ltd. (RTV). The

Company is benefited from her both in the implementation and in operational stages. She has visited Far East, India, Europe and USA in professional connection. She is the wife of Mr. Morshed Alam. Her directorship status of others Companies are as follows:

Name of Concern company Status

Bengal Adhesive and Chemical Products Ltd. Director

Bengal Poly and Paper Sack Ltd. Director

Power Utility Bangladesh Ltd. Director

Bengal Plastics Ltd. Director

Bengal Corrugated Carton Industries Ltd. Director

Bengal Plastic Pipes Ltd. Director

Bengal Petrochem and Synthetic Textiles Ltd. Director

Bengal Concept and Holdings Ltd. Director

National Television Ltd. (RTV) Director

Bengal Television Ltd. Director

2 Ms. Arifa Kabir: Ms. Arifa Kabir received her BBA in International Business from North South University. She is a citizen of

USA and a leading shareholder of Bengal Windsor Thermoplastics. She is energetic and dynamic business entrepreneur and has versatile professional experience and has visited Far East, India, Europe and USA in professional connections. She is the wife of Mr. Humayun Kabir.

3 Mr. Shamsul Alam: Mr. Shamsul Alam joined the Board in 2010. He is the Managing Director of Bengal Adhesive and Chemical

Products Ltd. He also the Director of newly established Zenith Islami Life Insurance Company Ltd. He has acquired adequate knowledge in production of Adhesive materials. He looks after the production and marketing of this Company. He has excellent business background with modern business acumen. He received BBA from Dhaka University. He is the third son of Mr. Morshed Alam and Mrs. Bilqis Nahar. His directorship status of others Companies are as follows:

Name of Concern company Status

Bengal Adhesive and Chemical Products Ltd. Managing Director

Bengal Plastics Ltd. Director

Poly Cord Ltd. Director

Bengal Polymer Wares Ltd. Director

Bengal Plastic Pipes Ltd. Director

Bengal Petrochem and Synthetic Textiles Ltd. Director

Romania Food and Beverage Ltd. Director

Bengal Tyres Ltd. Director

National Television Ltd. (RTV) Director

Bengal Feed and Fisheries Ltd. Director

Bengal Television Ltd. Director

Bengal Poly and Paper Sack Ltd. Director


ANNEXURE-E

AUDIT COMMITTEE REPORTFOR THE YEAR 2012-2013

Bengal Windsor Thermoplastics Limited established an Audit Committee as a sub-committee of the Board of Directors. The Audit Committee is responsible to the Board and its members assist the Board of Directors in ensuring that the financial statements reflect true and fair view of the state of affairs of the Company and in ensuring a good monitoring system within the business.

The Audit Committee consists of the following persons:

Syed Javed Iqbal Chairman Mr. Firoz Alam Member Mr. Shamsul Alam MemberMr. Darul Awam Tuhin ACS Secretary

The scope of Audit Committee was defined as under:

a) Review and recommend to the Board to approve the quarterly, half-yearly 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; e) Review and consider the report of internal auditors and statutory auditors’ observations on internal

control; andf ) Oversee hiring and performance of external auditors. 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 didn’t find any material deviation, discrepancies or any adverse finding/observation in the areas of reporting.

Syed Javed IqbalChairmanAudit Committee

Date: 15 October 2013


ANNEXURE-F

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

1. We have examined the compliance of conditions of Corporate Governance by Bengal Windsor Thermoplastics Limited (“the Company”) for the year ended 30 June, 2013 as per the Corporate Governance Guidelines issued by the Bangladesh Securities and Exchange Commission (BSEC) vide Notification No. SEC/CMRRCD/2006-158/134/ Admin/44 dated 7 August 2012.

2. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on financial statements of the Company.

3. In our opinion and to the best of our information and according to the explanation given to us and the representations made by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the BSEC notification mentioned above.

4. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

Itrat Husain & AssociatesChartered Secretaries in Practice

Date: 11 November 2013


ANNEXURE : G

Corporate Governance Compliance ReportStatus of compliance with the conditions imposed by the Bangladesh Securities and Exchange Commission’s Notification No.SEC/CMRRCD/2006-158/134/Admin/44, dated 07 August 2012 issued under section 2CC of the Securities and Exchange Ordinance, 1969:

Condition No. Title Compliance Status Remarks

if any

Complied Not Complied

1.0 Board of Directors:

1.1 Board’s Size √

1.2 Independent Director:

1.2 (i) One fifth (1/5) of the total number of directors √

1.2 (ii) a) Independent Director do not hold any share or hold less than one percent (1%) shares √

1.2 (ii) b) Who is not connected with the company’s sponsor or director or shareholder who holds 1% or more shares √

1.2 (ii) c)who does not have any other relationship, whether pecuniary or otherwise, with the company or its subsidiary/ associated companies;

√

1.2 (ii) d) who is not a member, director or officer of any stock exchange; √

1.2 (ii) e)who is not a shareholder, director or officer of any member of stock exchange or an intermediary of the capital market;

√

1.2 (ii) f ) who is not a partner or an executive during the preceding 3 (three) years of any statutory audit firm; √

1.2 (ii) g) who shall not be an independent director in more than 3 (three) listed companies; √

1.2 (ii) h)who has not been convicted by a court of competent jurisdiction as a defaulter in payment of any loan to a bank or a Non-Bank Financial Institution (NBFI);

√

1.2 (ii) i) Who has not been convicted for a criminal offence involving moral turpitude. √

1.2 (iii)The independent director(s) shall be nominated by the Board of Directors and approved by the shareholders in the Annual General Meeting (AGM)

√

1.2 (iv) The post of independent director(s) cannot remain vacant for more than 90 (ninety) days. √

1.2 (v)The Board shall lay down a code of conduct of all Board members and annual compliance of the code to be recorded

√

1.2 (vi)The tenure of office of an independent director shall be for a period of 3 (three) years, which may be extended for 1 (one) term only.

√

1.3 Qualification of Independent Directors:

1.3 (i) Knowledge of Independent Directors √

1.3 (ii) Background of Independent Directors √



if any


1.3 (iii) Special cases for qualifications N/A

1.4 Individual Chairman of the Board and CEO √

1.5 Director’s Report to the Shareholders:

1.5 (i) Industrial outlook and possible future developments in the Industry. √

1.5 (ii) Segment-wise or product-wise performance. N/A

1.5 (iii) Risks and concerns. √

1.5 (iv) Discussion on Cost of Goods sold, Gross Profit Margin and Net Profit Margin. √

1.5 (v) Discussion on continuity of any Extra-Ordinary gain or loss N/A

1.5 (vi) Basis for related party transactions √

1.5 (vii) Utilization of proceeds from public issues, rights issues and/or through any others instruments. √

1.5 (viii)Explanation if the financial results deteriorate after the company goes for IPO, RPO, Rights Offer, Direct Listing.

N/A

1.5 (ix)Explanation about significant variance occurs between Quarterly Financial performance and Annual Financial Statements.

N/A

1.5 (x) Remuneration to directors including independent directors. √

1.5 (xi) Fairness of Financial Statements √

1.5 (xii) Maintenance of proper books of accounts √

1.5 (xiii) Adoption of appropriate accounting policies and estimates √

1.5 (xiv) Followed IAS, BAS, IFRS and BFRS in preparation of financial statements √

1.5 (xv) Soundness of internal control system √

1.5 (xvi) Ability to continue as a going concern √

1.5 (xvii) Significant deviations from the last year’s √

1.5 (xviii) Key operating and financial data of at least preceding 5 (five) years √

1.5 (xix) Reasons for not declared dividend N/A

1.5 (xx) The number of Board meetings held during the year and attendance. √

1.5 (xxi) Pattern of shareholding: √

1.5 (xxi) a) Parent/Subsidiary/Associated Companies and other related parties (name wise details); √

1.5 (xxi) b) Directors, CEO, CS, CFO, HIA and their spouses and minor children (name wise details); √

1.5 (xxi) c) Executives √

1.5 (xxi) d) (10%) or more voting interest √


1.5 (xxii) Appointment/ re-appointment of a director:

1.5 (xxii) a) a brief resume of the director √

1.5 (xxii) b) Expertise in specific functional areas; √

1.5 (xxii) c) Holding of directorship and the membership of committees of the board other then this company √

2.1 Appointment of CFO, HIA and CS √

2.2 Attendance of CFO and the Company Secretary at Board of Directors Meeting √

3.0 Audit Committee:

3 (i) Constitution of Audit Committee √

3 (ii) Assistance of the Audit Committee to Board of Dirctors √

3 (iii) Responsibility of the Audit Committee √

3.1 Constitution of the audit committee:

3.1 (i) At least 3 (three) members. √

3.1 (ii) Appointment of Members of Audit Committee √

3.1 (iii) Qualification of Audit Committee Members √

3.1 (iv) Term of service of Audit Committee Members √

3.1 (v) Secretary of the Audit Committee √

3.1 (vi) Quorum of the Audit Committee √

3.2 Chairman of the Audit Committee:

3.2 (i) The Board of Directors shall select Chairman √

3.2 (ii) Chairman of the audit committee shall remain present in the AGM. √

3.3 Role of Audit Committee:

3.3 (i) Oversee the financial reporting process. √

3.3 (ii) Monitor choice of accounting policies and principles. √

3.3 (iii) Monitor Internal Control Risk management process. √

3.3 (iv) Oversee hiring and performance of external auditors. √

3.3 (v) Review the annual financial statements before submission to the board for approval. √

3.3 (vi)Review the quarterly and half yearly financial statements before submission to the board for approval.

√

3.3 (vii) Review the adequacy of internal audit function. √

3.3 (viii) Review statement of significant related party transactions √

3.3 (ix) Review Management Letters/ Letter of Internal Control weakness issued by statutory auditors. √

3.3 (x) Disclosure about the uses/ applications of funds raised by IPO/RPO/Right issue √

3.4 Reporting of the Audit Committee:

3.4.1 Reporting to the Board of Directors:

3.4.1 (i) Activities of Audit Committee √


if any



3.4.1 (ii) a) Conflicts of interests √

3.4.1 (ii) b) Material defect in the internal control system; √

3.4.1 (ii) c) Infringement of laws, rules and regulations; √

3.4.1 (ii) d) Any other matter √

3.4.2 Reporting to the Authorities N/A

3.5 Reporting to the Shareholders and general investors √

4 External/Statutory Auditors: √

4 (i) Appraisal or valuation services or fairness opinions. √

4 (ii) Financial information systems design and implementation. √

4 (iii) Book-keeping. √

4 (iv) Broker-dealer services. √

4 (v) Actuarial services. √

4 (vi) Internal audit services. √

4 (vii) Service that the Audit Committee determines. √

4 (viii) Audit firms shall not hold any share of the company they audit. √

4 (ix)Audit/certification services on compliance of corporate governance as required under clause (i) of condition No. 7.

√

5 Subsidiary Company:

5 (i) Composition of the Board of Directors √

5 (ii) At least 1 (one) independent director to subsidiary company. √

5 (iii) Submission of minutes to the holding company √

5 (iv) Review of minutes by the holding company √

5 (v) Review of Financial Statements by the holding company √

6 Duties of Chief Executive Officer (CEO) and Chief Financial Officer (CFO):

6 (i) a) Reviewed the materially untrue of the financial statements √

6 (i) b) Reviewed about compliance of the accounting standards √

6 (ii) Reviewed about fraudulent, illegal or violation of the company’s code of conduct √

7 Reporting and Compliance of Corporate Governance:

7 (i) Obtain a certificate about compliance of conditions of Corporate Governance Guidelines √

7 (ii) Annexure attested in the director’s report √


if any



Financial Report


We have audited the accompanying consolidated as well as separate financial statements of BENGAL WINDSOR THERMOPLASTICS LTD., which comprises the consolidated & separate statements of financial position as at 30 June, 2013 and the related statements of comprehensive income and statements of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation and fair presentation of these consolidated & separate financial statements in accordance with Bangladesh Financial Reporting Standards (BFRS), the Companies Act 1994, the Securities and Exchange Rules 1987 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.

Auditors’ ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). 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 auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion:In our opinion, these Financial Statements are prepared in accordance with Bangladesh Financial Reporting Standards (BFRS), give a true and fair view of the state of the company’s affairs as at 30 June, 2013 and of the results of its operations and its cash flows for the year then ended and comply with the Companies Act 1994, the Securities and Exchange Rules 1987 and other applicable laws and regulations.

Further to our opinion in the above paragraph, we state that:(i) 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;(ii) in our opinion, proper books of account as required by law have been kept by BENGAL WINDSOR

THERMOPLASTICS LTD. so far as it appeared from our examination of those books;(iii) the company’s Statements of Financial Position ,Statements of Comprehensive Income and its Statements

of Cash Flows dealt with by the report are in agreement with the books of account and returns;(iv) the expenditure incurred was for the purpose of the company’s business.

Dhaka: 27 OCT 2013 Chartered Accountants

Auditors' Report to the Shareholdersof Bengal Windsor Thermoplastics Ltd.


IAS 1.51(a)

IAS 1.10(a)

IAS 1.51( c)

IAS 1.38,1.39 2012-2013 2011-2012BDT BDT

IAS 1.67 NON-CURRENT ASSETSIAS 1.54(a) Property, Plant and Equipment 3.a 436,870,350 328,155,801

Leasehold Assets 8,750,000 -445,620,350 328,155,801

IAS 1.66 CURRENT ASSETS:IAS 1.54(g) Inventories 5.a 530,071,128 301,313,787IAS 1.54(h) Accounts Receivable 6.a 416,503,519 391,110,165IAS 1.54(h) Advances, Deposits & Prepayments 8.a 501,089,871 395,702,226IAS 1.54(h) Investment in FDR 9.a 269,950,000 269,950,000IAS 1.54(i) Cash and Cash Equivalent 10.a 173,859,636 15,547,994

1,891,474,153 1,373,624,172IAS 1.69 CURRENT LIABILITIES:IAS 1.54(k) Accounts Payable 11.a 143,160,382 165,749,598IAS 1.70 Accrued Expenses 12.a 35,208,037 30,502,942IAS 1.54 Short term Loan 13.00 43,224,498 25,011,111

Payable to IPO applicant 14.00 9,430,284 -IAS 1.54(m) Lease Liabilities -Current 15.00 904,273 1,131,636

231,927,474 222,395,287NET CURRENT ASSETS (B-C) 1,659,546,680 1,151,228,885

IAS 1.71 NON-CURRENT LIABILITIESIAS 1.55 Lease Liabilities 15.a 9,942,576 846,849IAS 1.55 Long Term Loan 16.a 242,058,597 239,798,641

252,001,173 240,645,490NET ASSETS (A+B-C-E) 1,853,165,856 1,238,739,196

SHARE HOLDERS EQUITYIAS 1.5( r),78(e) Share Capital-Paid Up 17.03 700,000,000 540,000,000IAS 1.5( r),78(e) Premium on ordinary share 18.a 465,600,000 232,800,000IAS 1.5( r),78(e) Retained Earnings 19.a 670,941,136 449,341,689

1,836,541,136 1,222,141,689

SHAREHOLDERS' EQUITY 1,836,541,136 1,222,141,689

Non Controlling Interest 20.00 16,624,720 16,597,507TOTAL EQUITIES & LIABILITIES 1,853,165,856 1,238,739,196

Net Assets Value Per Share (NAVPS) 26.24 22.94

Date: 27 OCT 2013 Chartered Accountants

Auditors Report to the Shareholders See annexed report to date

BENGAL WINDSOR THERMOPLASTICS LTD. AND ITS SUBSIDIARYConsolidated Statement of Financial Position

as at 30 June 2013

Notes

These �nancial statements should be read in conjunction with the annexed notes

Managing Director Company SecretaryDirector

Statement of Financial Position





IAS 1.51(a)

IAS 1.10(b)

IAS 1.51( c)

IAS 1.38,1.39 2012-2013 2011-2012BDT BDT

IAS 1.82(a) Revenue 21.a 879,833,038 795,011,479IAS 1.82(b),103 Less: Cost of Goods Sold 22.a (557,365,059) (513,509,487)IAS 1.85 Gross Pro�t/(Loss) 322,467,978 281,501,992IAS 1.103 Less: Operating Expenses (37,454,948) (43,779,031)IAS 1.82(b) Administrative Expenses 23.a 21,561,789 27,443,162IAS 1.82(b) Selling & Distribution Expenses 24.a 15,893,159 16,335,869IAS 1.85 Operating Pro�t 285,013,030 237,722,960IAS 1.82(b) Less: Financial Expenses 25.a (71,582,549) (52,148,459)IAS 1.85 Add: Non-Operating Income 26.a 51,870,702 31,265,966IAS 1.85 Net Pro�t before Provision & Tax 265,301,182 216,840,467

Provision for Gratuity (421,207) (810,610)Provision for WPPF (5%) (13,279,316) (10,801,493)

IAS 1.85 Net Pro�t before Tax 251,600,659 205,228,364IAS 1.82(d) Provision for Tax (24.75% on NOI) (12,837,999) (11,724,737)IAS 1.82(f) Net Pro�t after Tax 238,762,660 193,503,627IAS 1.96 Other Comprehensive Income - -IAS 1.83(b) Total Comprehensive Income 238,762,660 193,503,627

Consolidated pro�t for the yearBengal Windsor Thermoplastics 238,735,447 194,322,466Noncontrolling interest 27,213 (818,839)

238,762,660 193,503,627

IAS 33.66 Earnings Per Share 27.a 4.16 3.38

BENGAL WINDSOR THERMOPLASTICS LTD.AND ITS SUBSIDIARYConsolidated Statement of Comprehensive Income

for the year ended 30 June 2013

Notes

These �nancial statements should be read in conjunction with the annexed

Statement of Comprehensive Income


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IAS 1.10(c)

IAS 1.51( c)

IAS 1.38,1.39 2012-13 2011-2012BDT BDT

IAS 7.10 CASH FLOWS FROM OPERATING ACTIVITIES:IAS 7.14(a) Cash collection from customers 854,439,684 695,663,442IAS 7.1( c) Cash paid for goods and services (777,635,622) (484,399,068)

Other operating expenses (42,255,280) (207,695,895)Income tax - (3,637,681)Net cash in�ow from operating activities 34,548,782 (69,202)

IAS 7.10 CASH FLOWS FROM INVESTING ACTIVITIES:IAS 7.16(a) Acquisition of �xed assets (146,309,542) (139,517,953)IAS 7.37 Advance against assets Purchases (105,221,458) -IAS 7.37 Lease Hold Assets (10,000,000) -IAS7.16 Investment in FDR - (60,700,000)IAS7.16 Interest on FDR & IPO 51,870,702 30,944,043

Cash Flow From Investing Activities (209,660,298) (169,273,910)

IAS 7.10 CASH FLOWS FROM FINANCING ACTIVITIES:IAS 1.74 Received from new share issue 160,000,000 -IAS 1.74 Received from share premium 232,800,000 -

Loan to sister concern - 54,994,459Long Term Loan 2,259,956 36,945,821Dividend Paid (17,136,000) (8,000,000)Finance Cost (71,582,549) (54,406,369)

IAS 7.17( c) Short term loan received 18,213,386 25,011,111Increase in Share Capital - 18,000,000

IAS 7.17(d) Received under �nance lease 9,095,727 -IAS 7.17 Repayment of Lease (239,716) (1,131,636)

Net cash used in Financing Activities 333,410,804 71,413,386

IAS 7.50(d) Net Cash In�ow/(Out�ow) 158,299,289 (97,929,726)Cash & Cash equivalent at the beginning of the year 15,547,994 113,477,720Cash & Cash equivalent at the end of the year 173,847,283 15,547,994

Consolidated Statement of Cash Flows for the year ended 30 June, 2013

BENGAL WINDSOR THERMOPLASTICS LTD. AND ITS SUBSIDIARY

Statement of Cash Flows





IAS 1.51(a)

IAS 1.10(a)

IAS 1.51( c)

IAS 1.38,1.39 2012-2013 2011-2012BDT BDT

IAS 1.67 NON-CURRENT ASSETSIAS 1.54(a) Property, Plant and Equipment 3.00 355,745,199 312,412,224IAS 1.54(b) Leasehold Assets 3.01 8,750,000 -IAS 1.54(c) Investment in Subsidiary 4.00 72,000,000 72,000,000

436,495,199 384,412,224IAS 1.66 CURRENT ASSETSIAS 1.54(g) Inventories 5.00 511,585,460 297,917,537IAS 1.54(h) Accounts Receivable 6.00 416,503,519 388,433,954IAS 1.54(h) Advances, Deposits & Prepayments 8.00 474,017,007 351,290,981IAS 1.54(h) Investment in FDR 9.00 269,950,000 269,950,000IAS 1.54(i) Cash and Cash Equivalent 10.00 173,033,412 14,795,164

1,845,089,397 1,322,387,636IAS 1.69 CURRENT LIABILITIESIAS 1.54(k) Accounts Payable 11.00 187,868,416 215,946,504IAS 1.70 Accrued Expenses 12.00 35,037,024 30,392,408IAS 1.54(m) Payable to IPO Applicant 14.00 9,430,284 -IAS 1.71 Lease Liabilities-Current 15.00 904,273 1,131,636

233,239,997 247,470,548NET CURRENT ASSETS 1,611,849,400 1,074,917,088

IAS 1.71 NON-CURRENT LIABILITIESIAS 1.55 Lease Liabilities 15.00 9,942,576 846,850

Long Term Loan 16.00 196,359,765 230,730,800206,302,341 231,577,650

NET ASSETS 1,842,042,258 1,227,751,663

SHARE HOLDERS EQUITYIAS 1.5( r),78(e) Share Capital-Paid Up 17.03 700,000,000 540,000,000IAS 1.5( r),78(e) Premium on ordinary share 18.00 465,600,000 232,800,000IAS 1.5( r),78(e) Retained Earnings 19.00 676,442,257 454,951,663

1,842,042,257 1,227,751,663

SHAREHOLDERS' EQUITY 1,842,042,257 1,227,751,663

Net Assets Value Per Share (NAVPS) 26.31 22.74

as at 30 June 2013

BENGAL WINDSOR THERMOPLASTICS LTD.Statement of Financial Position


Notes





IAS 1.51(a)

IAS 1.10(b)

IAS 1.51( c)

IAS 1.38,1.39 2012-2013 2011-2012BDT BDT

IAS 1.82(a) Revenue 21.00 879,809,638 795,011,479IAS 1.82(b),103 Less: Cost of Goods Sold 22.00 (566,856,248) (513,509,487)IAS 1.85 Gross Pro�t/(Loss) 312,953,390 281,501,992IAS 1.103 Less: Operating Expenses (36,916,509) (43,779,031)IAS 1.82(b) Administrative Expenses 23.00 21,028,350 27,443,162IAS 1.82(b) Selling & Distribution Expenses 24.00 15,888,159 16,335,869IAS 1.85 Operating Pro�t 276,036,881 237,722,961IAS 1.82(b) Less: Financial Expenses 25.00 (62,742,466) (52,148,459)IAS 1.85 Add: Non-Operating Income 26.00 51,870,702 31,265,966IAS 1.85 Net Pro�t before Provision & Tax 265,165,116 216,840,468IAS 1.86 Provision for Gratuity (421,207) (810,610)IAS 1.82(d) Provision for WPPF (5%) (13,279,316) (10,801,493)IAS 1.85 Net Pro�t before Tax 251,464,593 205,228,365IAS 1.82(d) Provision for Tax (24.75% on NOI) (12,837,999) (11,724,737)IAS 1.82(f) Net Pro�t after Tax 238,626,594 193,503,628IAS 1.96 Other Comprehensive Income - -IAS 1.83(b) Total Comprehensive Income 238,626,594 193,503,628

IAS 33.66 Earnings Per Share 27.00 4.16 3.38

BENGAL WINDSOR THERMOPLASTICS LTD.Statement of Comprehensive Income

for the year ended 30 June 2013

Notes

These �nancial statements should be read in conjunction with the annexed


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IAS 1.38,1.39 2012-13 2011-12BDT BDT

IAS 7.10 CASH FLOWS FROM OPERATING ACTIVITIES:IAS 7.14(a) Cash collection from customers 851,740,073 694,429,536IAS 7.1( c) Cash paid for goods and services (778,067,416) (474,769,231)

Other operating expenses (59,250,989) (167,576,186)Income tax - (3,637,681)

Net cash in�ow from operating activities 14,421,668 48,446,438

IAS 7.10 CASH FLOWS FROM INVESTING ACTIVITIES:IAS 7.16(a) Acquisition of �xed assets (80,251,527) (123,559,557)IAS 7.37 Advance against assets Purchases (105,221,458) -

Lease Hold Assets (10,000,000)IAS7.16 Investment in FDR - (60,700,000)IAS7.16 Interest on FDR & IPO 51,870,702 30,944,043


IAS 7.10 CASH FLOWS FROM FINANCING ACTIVITIES:IAS 1.74 Received from new share issue 160,000,000 -IAS 1.74 Received from share premium 232,800,000 -

Loan from sister concern - 108,092,956Long Term Loan (34,371,035) 27,877,980Dividend Paid (17,136,000) (8,000,000)Finance Cost (62,742,466) (52,148,459)

IAS 7.17(d) Received under �nance lease 9,095,726 -IAS 7.17 Repayment of Lease (227,363) (1,131,636)

Net cash used in Financing Activities 287,418,862 74,690,841

IAS 7.50(d) Net Cash In�ow/(Out�ow) 158,238,248 (30,178,235)Cash & Cash equivalent at the beginning of the year 14,795,164 44,973,398Cash & Cash equivalent at the end of the year 173,033,412 14,795,164

BENGAL WINDSOR THERMOPLASTICS LTD.Statement of Cash Flows

for the year ended 30 June, 2013


Notes to the Financial Statementsof Bengal Windsor Thermoplastics Ltd.For the year ended on 30 June 2013

1. Background and Introduction

1.1. Formation and Legal StatusBengal Windsor Thermoplastics Limited. (hereinafter referred to as "the Company") was incorporated on 02 January 2002 vide registration no.C-44727(1255) of 2002 as a private limited company in Bangladesh under the Companies Act 1994 with the name of Bengal Build-up Bangladesh Ltd and subsequently changed its name to Windsor Plastic (BD) Ltd on 17 May 2005.Following by the name change, the status of the Company was converted from private to public limited company with effect from 24 June, 2010. On 14 December 2010, the company has re-changed its name to its present name from Windsor Plastic (BD) Ltd.The registered office and principal place of business of the Company is located at Bengal House, 75 Gulshan Avenue, Gulshan-1, Dhaka-1212, Bangladesh.The Company is carrying out its manufacturing activities at Dhaka Export Processing Zone (DEPZ) Extension Area, Plot No: 181-182, Savar, Dhaka.

1.2. Nature of BusinessThe Company is being carried out the business of manufacturing and export of garments accessories (hanger and related accessories) which facilitate the export of garments to the world’s largest retailers like WalMart, K - Mart, Khol's, J C Penny etc. in the USA as well as in Europe.

1.3. Tax HolidayThe Company is situated in DEPZ Savar and is entitled to tax exemption benefit for 10 years from August 2004 to July 2014.

1.4. Going ConcernThe Company has adequate resources to continue its operation in the foreseeable future. As such, the Directors have intended to adopt the going concern basis in preparing the financial statements. The current credit facilities and resources of the company provide sufficient fund to meet the present requirements of its existing business.

2. Summary of significant accounting policies and basis of preparation of the financial statements

2.1. Corporate Financial Statements and ReportingThese comprise the statement of financial position, statement of comprehensive income, statement of cash flows, notes to the accounts and explanatory materials covering accounting policies.These have been prepared under the historical cost convention and in accordance with the requirements of The Companies Act, 1994 and the International Accounting Standards (IASs) adopted by the Institute of Chartered Accountants of Bangladesh (ICAB) as well as those standards, disclosures recommended by IASs and as applicable to the company.The Board of Directors is responsible for preparing and presenting the financial statements including adequate disclosures, who have approved and are authorized for issuance of these financial statements.The preparation of these financial statements in conformity with the International Accounting Standards (IASs) requires the Board of Directors to make estimates and assumptions that affect the reported amounts of revenues and expenses, assets and liabilities at the date of the reporting period. Due to the inherent uncertainty involved in making estimates, actual results reported could differ from those estimates.

i) Principal Accounting PoliciesThese financial statements have been prepared based on “Going Concern” assumption. Accrual concept and such other convention as required by IAS-1 for fair presentation of financial statements were also followed.The specific accounting policies selected and applied by the company’s directors for significant transactions


and events that have material effect within the framework of IAS-1 “Presentation of Financial Statements”, in preparation and presentation of financial statements have been consistently applied throughout the year and were also consistent with those used in earlier years.

ii) Corporate Accounting Standards PracticedThe following IAS is applicable to the financial statements for the year under review:

IAS 1 Presentation of Financial Statements IAS 2 Inventories IAS 7 Statement of Cash Flow IAS 8 Changes in Accounting Policies, Estimates & ErrorsIAS 10 Events after the Reporting period IAS 16 Property, Plant And EquipmentIAS 18 RevenueIAS 23 Borrowing CostsIAS 27 Consolidated and Separate Financial StatementsIAS 33 Earnings Per ShareIAS 37 Provisions, Contingent Liabilities and Contingent AssetsIAS 39 Financial Instruments Recognition and Measurement

2.2. Functional and Presentation CurrencyThe financial statements are prepared and presented in Bangladesh Currency (Taka), which is the Company's' functional currency. All the financial information presented has been rounded off to the nearest Taka except where indicated otherwise. Figures in brackets indicate deductions.

2.3. ConsolidationA separate set of records for consolidating the statement of affairs and income and expenditure statement of the Company were maintained based on which the financial statements have been prepared.

2.4. Use of Estimates and JudgmentsThe preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected.

2.5. Comparative Information and Rearrangement ThereofComparative figures have been re-arranged wherever considered necessary to ensure better comparability with the current period without causing any impact on the profit and value of assets and liabilities as reported in the financial statements.

2.6. Reporting PeriodThese financial statements cover one calendar year form 1 July 2012 to 30 June 2013.

2.7. Cash Flow StatementParagraph 111 of IAS 1 presentation of financial statements requires that a cash flow statement be prepared as it provides information about cash flows of the enterprise which is useful in providing users of financial statements with a basis to assess the ability of the enterprise to generate cash and cash equivalents and the needs of the enterprise to utilize those cash flows. Cash Flow Statement has been prepared under the direct method.

2.8. Statement of Changes in EquityThe Statement of changes in Equity reflects information about the increase or decrease in net assets or wealth.


2.9. Assets and Basis of their Valuation

2.9.1 Cash and Cash EquivalentsCash in hand and cash at banks have been considered as Cash and Cash Equivalents for the preparation of these financial statements, which were held and available for use by the company without any restriction and there was insignificant risk of changes in value of the same.

2.9.2 Property, Plant and Equipment

i) Historical Cost, Profit and LossesThere was no revaluation of Fixed Assets in previous years and during the year under review. Therefore, there was no factor like the differences between historical cost depreciation and depreciation on revalued amount, realization of revenue of surplus on retirement or disposal of assets, etc. Accordingly, no separate note to historical cost profit and loss has been presented.

ii) Recognition of Tangible Fixed AssetsThese are capitalized at cost of acquisition and subsequently stated at cost less accumulated depreciation. The cost of acquisition comprises of purchase price, including import duties and non-refundable taxes and any directly attributable cost of bringing the assets to its working condition for its intended use. Expenditure incurred after the assets have been put into operation, such as repairs and maintenance is normally charged as revenue expenditure in the period in which it is incurred. In a situation where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefit expected to be obtained from the use of the fixed assets, the expenditure is capitalized as an additional cost of the assets.There is no intangible asset and the fixed assets do not include any assets held under lease.On retirement or otherwise disposal of fixed assets, the cost and accumulated depreciation are eliminated and any gain or loss on such disposal is reflected in the income statement which is determined with reference to the net book value of assets and the net sales proceeds.

iii) Recognition of Property, Plant and EquipmentProperty, Plant & Equipments are capitalized at cost of acquisition and subsequently stated at cost less accumulated depreciation in compliance with the benchmark treatment of IAS 16 "Property, Plant and Equipment".

iv) Depreciation of Property, Plant and EquipmentStraight line depreciation method has been followed and depreciation has been charged on all assets acquired that are put in use, except land, at following rates. Full month's depreciation is charged for the month of acquisition and no depreciation has been charged on disposal of the same month.

Asset Category Rate

Plant & machinery 5%

Factory Building 3%

Office Equipment 20%

Furniture & Fixture 10%

Motor Vehicles 20%

Mould 10%

Electrical Equipment 10%

IT Equipment 33.33%

Factory Equipment 10%

After considering the useful life of assets as per IAS-16, the annual depreciation rates have been applied as above that are considered reasonable by the management.


v) Impairment of Assets

All fixed assets have been reviewed and it was confirmed that no such fixed assets have been impaired during the year and for this reason no provision has been made for Impairment of assets.

2.9.3. InventoriesInventories comprises of raw materials, work-in-process, finished goods, stores & spares and materials-in-transit. Raw materials and stores and spares have been valued at average cost. Work-in-process has been valued at prime cost basis as required by IAS-2 with proportionate addition of factory overheads. Finished goods have been valued at the lower of cost and net realizable value basis.

2.10. Liabilities & Basis of their Valuation

2.10.1. Accrued Expenses and Other PayablesLiabilities are recognized for the goods and services received, whether paid or not. Other Payables are not interest bearing and are stated at their nominal value.

2.10.2. ProvisionsIn accordance with the guidelines as prescribed by IAS-37: Provisions, Contingent Liabilities and Contingent Assets are recognized in the following situations:a) when the Company has an obligation ( legal or constructive) as a result of past events;b) when it is probable that an outflow of resources embodying economic benefits will be required to settle

the obligation; andc) reliable estimates can be made of the amount of the obligation.

2.10.3. Employee BenefitThe Company maintains both defined contribution plan and defined benefit plan for its eligible permanent employees. The eligibility is determined according to the terms and conditions set forth in the Company policy manual.

i) Defined Contribution Plan (Provident Fund)Defined contribution plan is a post employment benefit for the company’s all permanent employees. The Provident Fund, a defined contribution plan has not yet been as a recognized fund though. The Head Office permanent employees contribute 8.33% of basic salary and the employer will deposit equal amount monthly to the trust fund. For entitlement of employer’s contribution, following criteria must be fulfilled:

Length of MembershipEntitlement to employer’s contribution and

accumulated interest thereon attributable to the erstwhile employee’s balance

Equal to or above 3 years 25%



In case of dismiss of termination from services As per policy manual

All permanent factory employees contribute 8.33% of their basic salary to the provident fund as subscription of the fund and the Company makes the equal contribution. Contributions made by the company are charged as expense.

ii) Defined Benefit Plan (Gratuity)Defined Benefit Plan is a retirement benefit plan under which amounts to be paid are determined by reference to employees’ earnings and/or years of service. The company operates an unfunded gratuity scheme for its all permanent employees as its defined contribution benefit. The company has separate rules of gratuity calculation for head office employees and those of factory. For head office, the employees are entitled to gratuity at three ranks: after completion of four, eight and ten years of service in the Company, they would get 50%, 75% and 100% of the last drawn basic salary respectively for completion of each year. However, the


employees of factory are entitled to get one month’s latest basic pay for every year of service and in excess of six month’s additional one month’s latest basic (under section 3A BEPZA act,1980(ACT No XXXVI of 1980) BEPZA instruction no 1 of 1989(01 June,1989) Part VI 14(4)). Gratuity is so calculated are transferred to the fund and charged to expenses of the Company representing the annual obligation under the scheme.

iii) Short Term Employee BenefitsThis relates to leave encashment and is measured on an undiscounted basis and expensed as the related service is provided. Provision is made for the amount of annual leave encashment based on the latest basic salary. This benefit is applicable for employees as per service rule.

2.11. Revenue RecognitionRevenue has been recognized when documents of export along with the buyer's acknowledgement of receipts of goods is being presented to the bank for clearing the L/C payment. Revenue has only been recognized when it is probable that estimated economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured at the fair value of consideration received or receivable.

2.11.1. Borrowing CostsFinancial Expenses (Borrowing Costs) incurred during the year was recognized as revenue expenses in accordance with IAS-23 “Borrowing Cost”.

2.11.2. Net Profit before TaxNet profit before tax for the year was not materially affected by:(a) Transactions of a nature not usually undertaken by the company;(b) Circumstances of an exceptional or non-recurring nature;(c) Changes of credits relating to prior years; and(d) Changes in accounting policies.

2.12. Earnings Per ShareThis has been calculated in compliance with the requirements of BAS 33: Earnings Per Share by dividing the basic earnings by the weighted average number of ordinary shares outstanding during the year.

2.12.1. Basic EarningsThis represents earnings for the period attributable to ordinary shareholders. As there was no preferred dividend, minority interest or extra ordinary items, the net profit after tax for the year has been considered as fully attributable to the ordinary shareholders.

2.12.2. Weighted Average Number of Ordinary Shares Outstanding during the year The basis of computation of number of shares is in line with the provisions of IAS-33: Earnings Per Share. Therefore, the total number of shares outstanding at the end of the year multiplied by a time weighting factor which is the number of days the specific shares were outstanding as a proportion of total number of days in the period.

2.13. Segmental ReportingNo segmental reporting is applicable for the Company as required by BAS 14: Segment Reporting, as the Company operates in a single industry segment and within a single geographical segment.

2.14. Events after Reporting PeriodIn compliance with the requirements of BAS 10: Events after the reporting period that provide additional information about the Company's position at the date of the financial position; are reflected in the financial statements and events after the reporting period that are not adjusting events are disclosed in the notes when material.

2.15. Foreign Currency Conversion RateAverage conversion rate (USD1=BDT 81.25) has been considered for the period of 01 July 2012 to 30 June2013. This conversion rate has the effect on sales, purchase, receivables and payables where applicable.


2012-2013 2011-2012BDT BDT

3.00 Property Plant & EquipmentPlant & Machinery 151,946,941 129,402,617Factory Building 19,600,035 19,133,545O�ce Equipment 3,582,969 3,561,469Furniture & Fixture 454,619 271,547Motor Vehicles 34,718,547 29,071,143Mold 228,732,932 178,451,085Electrical Equipment 458,500 -IT equipment 648,390 -Factory Equipment 20,085,926 20,085,926

460,228,859 379,977,332Less: Accumulated Depreciation (104,483,660) (67,565,108)Total 355,745,199 312,412,224

3.01 Leasehold Assets:Mold(Leasehold) 10,000,000 -Less: Accumulated Depreciation (1,250,000)

8,750,0003.a Property Plant & Equipment

Bengal Windsor Thermoplastics Ltd. 355,745,199 312,412,224Subsidiary: - -Controlling Interest- 80% 64,900,121 12,594,862Non controling Interest-20% 16,225,030 3,148,715

436,870,350 328,155,801IAS 1.54(b) 4.00 Investment in Subsidiary

Opening balance as at 1st July 2012 72,000,000 72,000,000Investment during the year - -

72,000,000 72,000,000

4.01 Intengible Assets-Govt. granted

IAS 1.78 ( c) 5.00 InventoriesRaw Materials 137,347,933 129,115,532Finished Goods 87,193,518 39,368,338Mat. Work-in-process 256,330 8,439,840Goods in Transit 79,947,434 19,791,018Spare Parts 88,192,430 38,915,587Accessories 86,038,626 41,389,733Others 32,609,188 20,897,489

Total 511,585,460 297,917,537

IAS 1.78(a), 16.73

(Details are shown as Fixed Asset Schedule in Annexure-I)

Particulars

Note: Investment in Bengal Petrochem and Synthetic Textiles Ltd to purchase 7,20,000 ordinary share of Tk 100 each as its 80% share holding. The board of Directors approved this investment vide a resolution on 10th February 2011. Bengal Petrochem & Synthetic Textiles Ltd will carry out the business of a manufacturer of thermal plastic molding component (TPMC), polyester synthetic, polyester yarn etc.

As per IAS 38 (para 44) it has stated that Govt. granted intengible assets (Tax exemption certi�cate) should be recognised at nominal value or free of charges upto facility period expired


2012-2013 2011-2012BDT BDT

5.01 Raw Materials124 Material PP 54,229,407 55,244,823145 Material GPPS 30,570,625 18,152,950165 Material HIPS 37,288,805 27,411,872270 Material K-Resin 8,032,500 22,065,401150 Material Color Pigment 7,226,596 6,240,486

Total 137,347,933 129,115,532

5.a InventoriesBengal Windsor Thermoplastics Ltd. 511,585,460 297,917,537Subsidiary: - -Controlling Interest- 80% 15,293,990 2,717,000Non controling Interest-20% 3,823,497 679,250

530,702,947 301,313,787Less: Unrealised Pro�t-5.b (631,819) -

530,071,128 301,313,787

5.b Unrealised Pro�t (Inventory) CalculationInter group Closing Invantory 13,279,500Petrochem Pro�t Margin 0.0476Provision for Unrealised Pro�t 631,819

Bengal Windsor Thermoplastics Ltd 80% 505,455Non Current Interest 20% 126,364

IAS 1.78 (b) 6.00 Accounts ReceivableAccounts Receivable 416,503,519 388,433,954(Details are shown in Annexure-II) 416,503,519 388,433,954

Ageing of Accounts Receivable Due within 3 Months 149,041,207 233,590,981Due within 3-6 Months 105,326,310 136,768,520Due within 6-9 Months 130,963,771 18,074,453Due within 9-12 Months 31,172,231 -

416,503,519 388,433,9546.a Accounts Receivable

Bengal Windsor Thermoplastics Ltd. 416,503,519 388,433,954Subsidiary: - -Controlling Interest- 80% 14,376,787 2,140,969Non controling Interest-20% 3,594,197 535,242

434,474,503 391,110,165Less: Intercompany elimination (17,970,984)

416,503,519 391,110,165IAS 1.54(h) 7.00 Other Receivable

Bengal Windsor Thermoplastics Ltd. - -SubsidiaryControlling Interest- 80% - -Non controling Interest-20% - -

- -

Particulars


2012-2013 2011-2012BDT BDT

Particulars

8.00 Advances Deposits & PrepaymentsAdvances:Deuil Plastics Co. Ltd - 4,805,768Symbol Industrial Co. Ltd. 28,810,991 34,324,401Chemom Corporation 24,695,220 -CHESO Machineries - 6,421,689Formosa chemical & Fibre 26,113,211 -Kent Engineering Co. Ltd. - 5,258,022Mainetti Bangladesh (Pvt) Ltd. 84,061 9,890,803Yudo Co. Ltd. 1,037,412 -Adap S Asia co. Ltd. 4,996,394 -M/S Jurong Engineerings 45,140,188 45,140,188Yuting Refrigerator co. Ltd. 54,716,332 -Pak Petrochemical Industries (pvt) ltd. 4,044,265 -Other Advance & Deposits Account 51,637,010 1,131,884Advance to Local Supplier & others 531,000 21,556,437Advance tax on Interest on FDR 3,293,904 3,114,747Advance against Share purchase 7.01 205,800,000 205,800,000

450,899,988 337,443,939

DepositsDeposit with IDLC Finance Ltd. 111,490 111,490BEPZA For Electric Line Purpose 788,039 788,039BEPZA For Land Purpose 230,945 230,945BTTB (For Telephone & Fax Line Purpose) 6,000 6,000L/C Margin Deposit 21,980,545 12,710,568

23,117,019 13,847,042Total 474,017,007 351,290,981

8.01 Advance against Share purchaseBengal Plastic Industries Ltd. 128,800,000 128,800,000Bengal Poly & Paper Sack Ltd. 77,000,000 77,000,000

205,800,000 205,800,000

8.a Advance Deposits & PrepaymentsBengal Windsor Thermoplastics Ltd. 474,017,007 351,290,981Subsidiary: - -Controlling Interest- 80% 21,658,291 35,528,996Non controling Interest-20% 5,414,573 8,882,249

501,089,871 395,702,226

IAS 1.77, IFRS 7.7

Note: The amounts represent the advance against Share Purchase for equity investment in Bengal Plastics Ltd., which carries out the business of hanger manufacturing and export, and Bengal Poly and Paper Sack Limited, which carries out the business of cement and poultry bags manufacturing for the domestic and export market. The shares will be issued after approval from the Bangladesh Securities and Exchange Commission.


2012-2013 2011-2012BDT BDT

Particulars

9.00 Investment in FDROpening Balance 269,950,000 209,250,000Add: Investment duringthe year - 60,700,000Closing Balance 269,950,000 269,950,000

9.a Investment in FDRBengal Windsor Thermoplastics Ltd. 269,950,000 269,950,000Subsidiary: - -

269,950,000 269,950,000

IAS 7.45 10.00 Cash & Cash EquivalentCash at Bank 172,964,659 14,707,250Cash In Hand ( Head O�ce ) 29,855 19,776Cash At Factory 38,897 68,138

Total 173,033,412 14,795,164

IAS 1.77 10.01 Cash at BankDutch Bangla Bank- 116.110.13657 15,396,694 181,208NCC-STD-Gulshan -0012-0325000713 9,237,415 12,947NCC -CD- Gulshan -0012 0210016147 148,060 1,988,793NCC CD-Gulshan -0012-0210003311 8,555 664,866SCB Bank BDT(01-1145646-01) 1,345,446 12,845SCB Bank- Taka Dhaka (01-2260301-01) 1,948 40,720SCB Bank- Dollar Savar (01-6700802-01) 14,296 -SCB Bank Dollar (46-1145646-01) 4,738,894 10,925,847HSBC 001-161793-011-BDT 12,845 89,214HSBC 001-161793-016-USD-Onshore 89,214 28,511HSBC 050-000421-005 28,511 762,299EBL-HPA-101-4929 139,734,976EBL-USD-101-4939 2,066,376EBL-GBP-101-4950 69,037EBL-EURO-101-4961 64,871EBL-CD-101-8542 7,523Total 172,964,659 14,707,250

10.a Cash & Cash EquivalentBengal Windsor Thermoplastics Ltd. 173,033,412 14,795,164Subsidiary: - -Controlling Interest- 80% 660,979 602,264Non controling Interest-20% 165,245 150,566

173,859,636 15,547,994

Note: The amount represents the cost of investment made in FDR with NCC Bank Ltd, Gulshan Branch at an annual interest rate of 12%.

2012-2013 2011-2012BDT BDT

Particulars

9.00 Investment in FDROpening Balance 269,950,000 209,250,000Add: Investment duringthe year - 60,700,000Closing Balance 269,950,000 269,950,000

9.a Investment in FDRBengal Windsor Thermoplastics Ltd. 269,950,000 269,950,000Subsidiary: - -

269,950,000 269,950,000

IAS 7.45 10.00 Cash & Cash EquivalentCash at Bank 172,964,659 14,707,250Cash In Hand ( Head O�ce ) 29,855 19,776Cash At Factory 38,897 68,138

Total 173,033,412 14,795,164

IAS 1.77 10.01 Cash at BankDutch Bangla Bank- 116.110.13657 15,396,694 181,208NCC-STD-Gulshan -0012-0325000713 9,237,415 12,947NCC -CD- Gulshan -0012 0210016147 148,060 1,988,793NCC CD-Gulshan -0012-0210003311 8,555 664,866SCB Bank BDT(01-1145646-01) 1,345,446 12,845SCB Bank- Taka Dhaka (01-2260301-01) 1,948 40,720SCB Bank- Dollar Savar (01-6700802-01) 14,296 -SCB Bank Dollar (46-1145646-01) 4,738,894 10,925,847HSBC 001-161793-011-BDT 12,845 89,214HSBC 001-161793-016-USD-Onshore 89,214 28,511HSBC 050-000421-005 28,511 762,299EBL-HPA-101-4929 139,734,976EBL-USD-101-4939 2,066,376EBL-GBP-101-4950 69,037EBL-EURO-101-4961 64,871EBL-CD-101-8542 7,523Total 172,964,659 14,707,250

10.a Cash & Cash EquivalentBengal Windsor Thermoplastics Ltd. 173,033,412 14,795,164Subsidiary: - -Controlling Interest- 80% 660,979 602,264Non controling Interest-20% 165,245 150,566

173,859,636 15,547,994

Note: The amount represents the cost of investment made in FDR with NCC Bank Ltd, Gulshan Branch at an annual interest rate of 12%.


2012-2013 2011-2012BDT BDT

Particulars

IAS 1.77 11.00 Accounts Payable Payable to Bank for import of Raw MaterialsStandard Chartered Bank 11.01 140,455,176 156,916,854Bengal petrochem & Synthetic Textile Ltd 27,204,673 50,205,906 Other Local purchase and services payable 11.02 20,208,567 8,823,744

Total 187,868,416 215,946,504

11.01 Payable to Standard Chartered Bank LtdLATR 111,852,044 136,387,944 Document/PAD 28,603,133 20,528,910

140,455,176 156,916,854

11.02Accounts Payable-Service 19,462,256 6,986,700 PF Payable 367,270 98,518 Dividend payable 252,000 Sales Comission Payable 29,942 61,605 VAT Payable - 6,921 Others Payable 97,099 1,670,000

20,208,567 8,823,744

11.a Accounts PayableBengal Windsor Thermoplastics Ltd. 187,868,416 215,946,504Less: Intercompany elimination (27,204,673) (50,205,906)Subsidiary: - - Controlling Interest- 80% 374,098 7,200 Non controlling Interest-20% 93,525 1,800

161,131,366 165,749,598Less: Intercompany elimination (17,970,984)

143,160,382 165,749,598

IAS 1.77 12.00 Accrued ExpenseSalary & Wages 1,958,337 1,740,418Electricity Bill 2,247,251 1,844,014Water Bill 41,836 27,388Gratuity Provision 4,372,285 3,951,078Audit fee payable 300,000 300,000Tax provision 24.75% 12,837,999 11,728,017Provision for WPPF-5% 13,279,316 10,801,493

Total 35,037,024 30,392,408

12.a Accrued ExpenseBengal Windsor Thermoplastics Ltd. 35,037,024 30,392,408Subsidiary: - -Controlling Interest- 80% 136,810 88,427Non controling Interest-20% 34,203 22,107

35,208,037 30,502,942

Other local purchase & Service Payable


2012-2013 2011-2012BDT BDT

Particulars

13.00 Short Term Loan of PetrochemBengal Windsor Thermoplastics Ltd.Subsidiary:Controlling Interest- 80% 34,579,598 20,008,889Non controling Interest-20% 8,644,900 5,002,222

43,224,498 25,011,111

14.00 Payable to share applicantBengal Windsor Tharmoplastic Ltd. 9,430,284 -Subsidiary:

9,430,284 -IAS 17.31(b) 15.00 Lease Liabilities

IDLC Finance Ltd. Opening Balance 1,978,485 2,963,051

1,131,636 984,566 846,849 1,978,485

Add: New Finance (mould) 10,000,000 - 904,273 1,131,636

Total 9,942,576 846,849

15.a Lease LiabilitiesBengal Windsor Thermoplastics Ltd. 9,942,576 846,849Subsidiary: - -

9,942,576 846,849IAS 1.77 16.00 Long Term Loan

NCC Bank Ltd.Gulshan br 196,359,765 230,730,800Current Lease Liabilities - -Total 196,359,765 230,730,800

16.a Long Term LoanBengal Windsor Thermoplastics Ltd. 196,359,765 230,730,800 Subsidiary: - - Controlling Interest- 80% 36,559,066 7,254,273 Non controling Interest-20% 9,139,766 1,813,568

242,058,597 239,798,641

IAS 1.79 17.00 Share Capital

IAS 1.79(a)(i) 17.01 Authorised Share Capital :

Less: Principal Repayment

The authorised share capital of the Company is Tk. 1,000,000,000/= divided into 100,000,000 ordinary share of Tk. 10/= each.

Less: Current Lease Liabilities

Note: The amount represents the principal along with the interest amount of term loan payable to NCC Bank Ltd, Gulshan Branch. The Company has been maintaining this overdraft facility at an annual interest rate of 14% p.a; secured by an FDR made with the same Branch at the same Bank.


2012-2013 2011-2012BDT BDT

Particulars

IAS 1.79(a)(ii) 17.02

Share holdings No. of

shareholders No. of sharesSponsor/Director 8 45,432,000 Institutional Shareholders 327 13,698,800 General Public 12,909 10,869,200

Total 13,244 70,000,000Share holdings (number of shares in percentage):Sponsor/Director 64.90% 64.90%Institutional Shareholders 19.57% 19.57%General Public 15.53% 15.53%

Total 100.00% 100.00%

Classi�cation of shareholders by holdings:

Share Holdings RangesNumber of

shareholderNumber of

sharesLess than 500 shares 11,470 2,357,200500 to 5,000 shares 1,348 2,517,8005001 to 10,000 shares 168 1,296,00010,001 to 20,000 shares 123 1,790,40020,001 to 30,000 shares 37 949,00030,001 to 40,000 shares 20 714,60040,001 to 50,000 shares 15 714,40050,001 to 100,000 shares 23 1,906,2001,00,000 to 10,00,00 shares 30 9,222,400Over 10,00,000 share 10 48,532,000

Total 13,244 70,000,000

17.03 Paid-up CapitalOpening paid up capital 540,000,000 540,000,000Increased through IPO 160,000,000 -

700,000,000 540,000,000IAS 1.78(e) 18.00 Premium on Ordinary Share

Opening balance 232,800,000 240,000,000Premium on new issue 240,000,000 -Less: 3% TDS on premium (7,200,000) (7,200,000)Total 465,600,000 232,800,000

18.a Premium on Ordinary ShareBengal Windsor Thermoplastics Ltd. 465,600,000 232,800,000Subsidiary: - -

465,600,000 232,800,000

Note: Share Premium collected @ BDT 15 per share by issuing 160,00,000 Ordinary share.

Details of Paid-up Capital and its Shareholders are given below :

(Details are shown in Annexure-IV)

Issued, Subscribed & Paid-up Share Capital :The paid up capital of the Company is TK. 700,000,000/= ( 70,000,000 ordinary share @ TK. 10 each.)


2012-2013 2011-2012BDT BDT

Particulars

19.00 Retained EarningsOpening Balance 454,951,663 273,085,717Net pro�t During the year 238,626,594 193,503,627Dividend paid (17,136,000) (8,000,000)Prior year adjustment(tax paid for 2010-11) - (3,637,681)Total 676,442,257 454,951,663

19.a Retained EarningsBengal Windsor Thermoplastics Ltd. 676,442,257 454,951,663Less: Unrealised pro�t (80%) (505,455) -Less: Retained earnings from Subsidiary (4,995,666) (5,609,974)

670,941,137 449,341,689

20.00 Non controlling InterestEquity Portion 18,000,000 18,000,000Retained earnings of BPSTL (1,248,916) (1,402,493)Less: Unrealized pro�t (NCI) (126,364) -

16,624,720 16,597,507


2012-2013 2011-2012BDT BDT

Particulars

IAS 18.35(b)(i) 21.00 RevenueSale of Goods 879,809,638 795,011,479

879,809,638 795,011,47921.a Revenue

Bengal Windsor Thermoplastics Ltd. 879,809,638 795,011,479Subsidiary: 17,348,760 -Less: Intercompany sales (17,325,360)

879,833,038 795,011,479IAS 1.97 22.00 Cost of Goods Sold

A. Raw Material Consumed 359,157,700 357,896,603Opening Stock 129,115,532 115,029,259Purchased 367,390,101 371,982,876Closing Stock of Raw Materials (137,347,933) (129,115,532)Other Direct Expenses 57,939,284 34,554,103Subcontract Expenses 123,761,696 80,480,490

B. Prime Cost (A+22.01+22.02) 540,858,680 472,931,196Factory Overhead 74,079,078 56,879,208

C. Cost of Production (B+C) 614,937,758 529,810,404Add :Opening working process - -Less : Closing working process (256,330) -

D. Cost of goods manufactured 614,681,428 529,810,404Add : Opening Stock of Finished Goods 39,368,338 23,067,421

E. Cost of goods available for sales 654,049,766 552,877,825Less : Closing Stock of Finished Goods (87,193,518) (39,368,338)

F. Cost of Goods Sold 566,856,248 513,509,487

22.01 Factory OverheadSalary & Allowances 10,607,534 8,134,161EPZ Rental Expenses 726,148 951,116Insurance Premium Expenses 309,885 477,520Electricity Bill 27,168,941 21,686,303Water Bill 409,265 415,338Fuel,Oil & Lubricant 1,157,196 1,150,506Entertainment 515,239 541,623Repair & Maintenance 545,337 1,009,527Security Services 469,028 705,739Others Factory Overhead 1,635,663 3,159,255Depreciation 30,534,842 18,648,120

74,079,078 56,879,20822.a Cost of Goods Sold

Bengal Windsor Thermoplastics Ltd. 566,856,248 513,509,487Subsidiary 7,202,353 -Less: Intercompany Purchases (17,325,360)Add: Provision for Unrealised Pro�t 631,819

557,365,059 513,509,487

Total

Total

Note: Bengal Windsor Thermoplastics Ltd. has a subcontracting agreement in place with Bengal Plastics Ltd. This subcontracting agreement is in line with the practice maintained at DEPZ under the BEPZA authorities.


2012-2013 2011-2012BDT BDT

Particulars

IAS 1.97 23.00 Administrative ExpensesSalary and Allowances 5,967,171 6,453,107Printing Stationery & courier 360,475 1,010,905Travelling & Conveyance 546,066 494,510Telephone & Mobile 367,897 551,984Entertainment 618,075 296,648Repair & Maintenance 221,973 1,955,357Car Maintenance 1,523,173 340,507AGM Expense 68,800 213,145Audit Fees 456,590 320,000Consultancy & Registration fee 935,655 9,186,765Board attendance fee 40,000 -Other Administrative Expenses 2,288,765 1,958,204Depreciation 7,633,710 4,662,030

21,028,350 27,443,162

23.a Administrative ExpensesBengal Windsor Thermoplastics Ltd. 21,028,350 27,443,162Subsidiary 533,439 -

21,561,789 27,443,162IAS 1.97 24.00 Selling & Distribution Expenses

Carriage-Export 4,918,425 3,908,000Sales Promotion Expenses 6,536,584 7,605,432Sales Commission 3,711,788 4,719,146Telephone &Postage 137,538 49,951Advertisement 120,000 12,340Distribution Expenses 463,824 41,000

15,888,159 16,335,869

24.a Selling & Distribution ExpensesBengal Windsor Thermoplastics Ltd. 15,888,159 16,335,869Subsidiary 5,000 -

15,893,159 16,335,869IAS 23.26(a) 25.00 Financial Expenses

Bank Charges & Commission 7,050,655 10,875,161Interest on Lease 1,048,832 353,314Interest on LATR 21,197,748 5,621,240Interest on LDBP 1,771,948 1,054,578Interest on Term Loan 31,673,283 34,244,166

62,742,466 52,148,459

25.a Financial ExpensesBengal Windsor Thermoplastics Ltd. 62,742,466 52,148,459Subsidiary 8,840,083 -

71,582,549 52,148,459

Total

Total

Total


2012-2013 2011-2012BDT BDT

Particulars

IAS 1.97 26.00 Non-Operating IncomeInterest on FDR & STD 32,939,041 30,944,043Wastage Sale 93,190 102,250Exchange �uctuation gain/( Loss) (3,568,340) 219,673Net Interest on IPO 22,406,810 -

51,870,702 31,265,966

26.a Non-Operating IncomeBengal Windsor Thermoplastics Ltd. 51,870,702 31,265,966Subsidiary - -

51,870,702 31,265,966

27.00 Earnings Per Share (EPS)

i) Earnings attributable to ordinary shareholders 238,626,594 193,503,628

ii) Weighted Average Number of Shares Outstanding 57,331,507 57,331,507

Earnings Per Share(i/ii) 4.16 3.38

Weighted Average Number of Shares Outstanding

27.ai) Earnings attributable to ordinary shareholders 238,735,447 193,503,627ii) Weighted Average Number of Shares Outstanding 57,331,507 57,331,507

Consolidated Earnings Per Share(i/ii) 4.16 3.38

27.b Calculation number of share 30June,2013Previous Year Share 54,000,000IPO Issue Share(16000000*76/365) 3,331,507Weighted average no. of share 57,331,507

Consolidated Earnings Per Share (EPS)

Total

Note: BWTL issued 160,00,000 ordinary shares on 16april, 2013. Therefore weighted average number of shares outstanding for the year 2012-2013 is 57331507.


28 Payment of Foreign Currency Foreign currency payment is made only for import of spare parts of the machinery, accessories, machineries,

raw materials and utility. No other expense included consultancy fee, technical expert, professional advisory fee etc was incurred or paid in foreign currencies except as stated above.

29 Foreign Exchange Earned Company is a deemed exporter. Export is made only in USD/ foreign currency. No other income included

consultancy fees, technical expert, professional advisory fees etc were incurred or paid in foreign currencies except as stated above.

30 Commission, Brokerage or Discount against sales

Commission, brokerage or discount were incurred and paid to distributors, agents against sales.

31 Credit Facility Not Availed There was no contingent liabilities as on 30 June 2013 except L/C liabilities. There was no other credit

facility available to the Company under any contract, other than trade credit available in the ordinary course of business and availed of as on 30 June 2013.

32 Segment Reporting As there is single business and geographic segment within the company operates as such no segment

reporting is felt necessary. 33 Attendance Status of Board Meeting of Directors During the year from 01.07.2012 to 30.06.2013 there were 11 (Eleven) Board Meetings were held. The

attendance status of all the meetings is as follows:

Name of Directors Position Meeting Held Attended

Morshed Alam Chairman 11 9

Jashim Uddin Vice Chairman 11 9

Bilkis Nahar Director 11 9

Humayun Kabir Managing Director 11 10

Firoz Alam Director 11 9

Samsul Alam Director 11 8

Saiful Alam Director 11 10

Arifa Kabir Director 11 9

Syed Javed Iqbal Independent Director 11 4

Fayyaz Khundker Independent Director 11 2 For Board Meeting, attendance fees were not paid to the Directors of the Company except Independent Directors.

34 Disclosure as per requirement of Schedule XI, Part II of the Company Act. 1994

A. Disclosure as per requirement of Schedule XI, Part II, Note 5 of Para 3

Employee Position for Bengal Windsor Thermoplastics Ltd (As at 30th June 2013)

Salary Office (Monthly)Office & Staff

Worker Total EmployeeFactory Head Office

Below Tk 5,000/- 0 0 7 7

Above Tk 5,000/- 20 17 168 205

Total 20 17 175 212


B. Disclosure as per requirement of Schedule XI, Part II, Para 4

Name of Directors Designation Remuneration Festival Bonus Total Payment

Morshed Alam Chairman nil nil nil nil nil

Humayun Kabir Managing Director nil nil nil nil nil

Bilkis Nahar Director nil nil nil nil nil

Jashim Uddin Director nil nil nil nil nil

Firoz Alam Director nil nil nil nil nil

Samsul Alam Director nil nil nil nil nil

Saiful Alam Director nil nil nil nil nil

Arifa Kabir Director nil nil nil nil nil

Total nil nil nil nil nil

Period of payment to Directors is from 1st July 2012 to 30th June 2013. The above Directors of the company did not take any benefit from the Company.

a. Expense reimbursed to the managing agent –Nilb. Commission or other remuneration payable separately to a managing agent or his associate –Nilc. Commission received or receivable by the managing agent or his associate as selling or buying agent

of other concerns in respect of contracts entered into such concerns with the company - Nild. The money value of the contracts for the sale or purchase of goods and materials or supply of services,

entered into by the company with the managing agent or his associate during the financial year.e. Any other perquisites or benefit in cash or in kind stating – Nilf. Other allowances and commission including guarantee commission - Nil.

Pensions, etc.- 1) Pensions - Nil 2) Gratuities – Yes 3) Payment from Provident Fund – Yes 4) Compensation for loss of office – Nil 5) Consideration in connection with retirement from office - Nil.

C. Disclosure as per requirement of Schedule XI, Part II, Para 7 Details of production capacity utilization

Particulars License Capacity

Installed Capacity per annum in pcs

Actual Production from 1st July 2012 to

30 June 2013 (Pcs)

Capacity utilization from 1st July 2012 to

30 June 2013 (Pcs)

Annual Production Not mentioned in the License 140,000,000 116,119,525 82.94%Production capacity

in Pcs. Currently, the production capacity per day is 4,50,000 pcs . Capacity utilization is 85% of installation capacity.

D. Disclosure as per requirement of Schedule XI, Part II, Para 8

ItemsPurchase (BDT) Consumption

(BDT)% of Consumptionof Total PurchaseImport Local Total

Raw materials 350,174,401 17,215,700 367,390,101 359,157,700 97.76%

Total 350,174,401 17,215,700 367,390,101 359,157,700 97.76%


i) The value of imported raw materials is calculated on CIF basis. ii) The Company has not incurred any expenditure in foreign currency for the period from 1st July 2012

to 30th June 2013 on account of know-how, professional fee, consultancy fees and. iii) The Company has not earned any foreign exchanges for royalty, know-how, professional fees and

consultancy fees iv) The value of export from the period from 1st July 2012 to 30th June 2013.

E.

3(i) (d)(ii) The opening and closing stocks of goods produced Complied

3(i)(e)In the case of trading companies, the purchase made and the opening and closing stocks Not Applicable

3(i)(f ) In the case of Companies rendering or supplying services, the gross income derived from services rendered or supplied Not Applicable

3(i)(g) Opening and closing stocks, purchases, sales and consumption of raw materials with value and quantity breakup for the Company, which falls under one or more categories i.e. manufacturing and/or trading

Not Applicable

3(i)(h) In the case of other companies, the gross income derived under different heads Not Applicable

3(i)(i) Work-in-progress, which have been completed at the commencement and at the end of the accounting period Not Applicable

3(i)(j) Provision for depreciation, renewals or diminution in value of fixed assets Complied

3(i)(k) Interest on the debenture paid or payable to the Managing Director, Managing Agent and the Manager Not Applicable

3(i)(l) Charge for income tax and other taxation on profits Not Applicable

3(i)(m) Reserved for repayment of share capital and repayment of loans Not Applicable

3(i)(n)(i) Amount set aside or proposed to be set aside, to reserves, but not including provisions made to meet any specific liability, contingency or commitment, know to exist at the date as at which the balance sheet is made up.

Not Applicable

3(i)(n)(ii) Amount withdrawn from above mentioned reserve Not Applicable

3(i)(o)(i) Amount set aside to provisions made for meeting specific liabilities, contingencies of commitments. Not Applicable

3(i)(o)(ii) Amount withdrawn from above mentioned provisions, as no longer required. Not Applicable

3(i)(p) Expenditure incurred on each of the following items, separately for each item:

Complied(i) Consumption of stores and spare parts (ii) Power and Fuel (iii) Rent (iv) Repairs of Buildings (v) Repairs of Machinery (vi)( 1) Salaries, wages and bonus (2) Contribution to provident and other funds (3) Workmen and staff welfare expenses to the extent not adjusted from any previous provision or reserve.

35 Subsequent Disclosure of Events after the Reporting period - Under IAS 10 There is no non-adjusting event after the reporting period of such importance, non disclosure of which

would affect the ability to the users of the financial statements to proper evaluation and decision.


36 Disclosure on Related Party Transaction as per IAS-24 "Related Party Disclosure"

ii)

Particulars Nature of relationship

Types of Transaction Note Amount in

Taka

Bengal Plastics Ltd. Common Directors Advance Against Share Purchase 8.01

128,800,000

Bengal Poly & Paper Sack Ltd. Common Directors 77,000,000

iii)



Taka

Bengal Petrochem & Synthetic Textiles Ltd. Subsidiary Investment 4 72,000,000

iv)



Taka

Bengal Plastics Ltd. Common Directors Subcontracting Expense 19 123,761,696

37 Details of Lease Asset Agreement

Product Name Lease From Finance

Amount Lease Term Monthly Rental Rental Paid Future

Payment

Mould IDLC Finance Ltd 10,000,000 48 291,144 1,746,864 12,228,048

38 Disclosure as per requirement of schedule XI, Part - I ( A. Horizontal Form) of Companies Act. 1994

Accounts Receivable F. In regard to sundry debtors the following particulars' shall be given separately:-

I. Debt considered good in respect of which the company is fully secured : The debtors occurred in the ordinary course of business are considered good and secured against

confirmed L/C. The detail disclosures of Accounts Receivable are included in 'Annexure - II' of the accounts.II. Debt considered good for which the company hold no security other than the debtors

personal security There is no such debt in this respect as on 30 June' 2013. III. Debt considered doubtful or bad The company does not make any provision for doubtful debts as on 30 June'2013, because of the

fact that sales/export are being made on 100% confirmed L/C basis with fixed maturity dates.IV. Debt due by directors or other officers of the company There is no such debt in this respect as on 30 June 2013.V. Debt due by Common Management

There are no amount due form sister company under common management as on 30 June' 2013.VI. The maximum amount due by directors or other officers of the company

There are no such debt in this respect as on 30 June' 2013.

39 Approval of the financial statements These financial statements will be authorized for issue in accordance with a resolution of the forthcoming meeting of the company's Board of Directors.


40 Proir year error adjustment in Consolidated Financial Statements In preparing consolidated financial statements, an entity combines the financial statements of the parent

and its subsidiaries line by line by adding together like items of assets, liabilities, equity, income and expenses. [IAS 27:18]

"Non Controlling Interests should be presented in the consolidated balance sheet within equity, but separate from the parent's shareholders' equity. Non Controlling Interests in the profit or loss of the group should also be separately disclosed. [IAS 27.33]"

But in 2011-2012 we prepared the consolidated statement by adding 80% of subsidiary. This is an accounting error. The general principle in IAS 8 is that an entity must correct all material prior period errors retrospectively in the first set of financial statements authorized for issue after their discovery by restating the comparative amounts for the prior period(s) presented in which the error occurred. [IAS 8.42]

41 Presentation currency The annexed financial statements are presented in Bangladeshi currency (Taka), which have been rounded

off to the nearest Taka. 42 Events after the Reporting period: The Board of Directors of Bengal Windsor Thermoplastics Limited in its 65th meeting held on 27

October,2013 has recommended dividend 14% in cash (except Sponsor Directors) and 08% in Stock of the paid-up capital of the Company for the year ended 30 June 2013, subject to the approval by the Shareholders at the forthcoming Annual General Meeting of the Company.

43 Internal Control The following steps have been taken for implementation of an effective internal control procedure of the

Company: a. A strong internal control and compliance division has been formed with a view to establish a well

designated system of internal control. b. Regular review of internal audit reports with view to implement the suggestion of internal auditors in

respect if internal control technique. c. To establish an effective management system that includes planning, organizing and supervising culture

in the factory as well as at Head Office.

44 General Comments and Observations a. Previous period's figure have been regrouped/reclassified wherever considered necessary to confirm

to current period's presentation. Figures have been rounded off to the nearest taka, as the currency represented in this financial statement.

b. All shares have been fully called and paid up.c. Auditor's are paid only statutory audit fees.d. No foreign exchange remitted to the relevant shareholders during the period under audit.e. No amount of money was expended by the company for compensating any members of the Board for

special service rendered. f. There was no bank guarantee issued by the company on behalf of Directors.



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: I


Annexure-II

Bengal Windsor Thermoplastics LtdAccounts Receivableas on 30 June, 2013

SL. No Particulars2012-13

Amount in BDT

1 AJ Fashions Ltd. 3,726,123.11

2 Abedin Garments Ltd. 1,053.28

3 2-2-20-0004 Advanced Composite Textile Ltd. 1,002.04

4 2-2-20-0005 AJ Super Garments Ltd 288,647.67

5 2-2-20-0006 Al-Amin Garments Ind. Ltd. 36,206.83

6 2-2-20-0007 Alif Garments Ltd. 3,537,972.38

7 2-2-20-0008 Ameen Fabrics Ltd. 3,388.66

8 2-2-20-0009 Ample Fashions Ltd. 1,855.07

9 2-2-20-0010 AN Sweaters Ltd. 4,071.82

10 2-2-20-0011 Anowara Dress Maker Ltd. 3,009.01

11 2-2-20-0012 Apace Limited 846.10

12 2-2-20-0013 Apparel Gallery Ltd. 13,277,642.21

13 2-2-20-0014 Arunima Apparels Ltd. 3,615,093.76

14 2-2-20-0015 Asian Apparels Ltd. 2,231,439.93

15 2-2-20-0016 Apparel Stitch Ltd. 2,456,607.89

16 2-2-20-0017 Asif Apparels Ltd. 178,835.99

17 2-2-20-0018 Aswad Composite Mills Ltd. 864.49

18 2-2-20-0019 Ayman Textile & Housiery Ltd. 806,441.26

19 2-2-20-0020 Aziz Fashions (Pvt.) Ltd. 1,804.79

20 2-2-20-0021 Babylon Garments Ltd. 1,473,937.89

21 2-2-20-0023 Bando Fashions Ltd. 217,929.98

22 2-2-20-0024 BHIS Apparels Ltd. 29,922.10

23 2-2-20-0025 Blooming Tex Ltd. 1,834.60

24 2-2-20-0026 BLP Warm Fashion Ltd. 2,694.59

25 2-2-20-0027 Brishti Garments Ltd. 10,022,248.23

26 2-2-20-0028 Calvin Fashion Ltd. 357.41

27 2-2-20-0029 Chaity Composite Ltd. 47,680.89

28 2-2-20-0030 Chittagong Asian Apparels Ltd. 12,984.36

29 2-2-20-0031 Chittagong Fashion Specialized Textiles Ltd. 16,741.50

30 2-2-20-0032 Choice Garments Ltd. 473,470.50

31 2-2-20-0033 Citadel Apparels Ltd. 1,772,240.31

32 2-2-20-0034 Classic Fashion Concept Ltd. 2,122,684.80

33 2-2-20-0035 Claxton Apparels and Textiles Ltd. 146,662.78

34 2-2-20-0036 Concord Garments Ltd. 2,495,196.69

35 2-2-20-0037 Creative Shirts Ltd. 6,158,419.21

36 2-2-20-0038 Cresent Fashion and Design Ltd 5,557,668.94

37 2-2-20-0039 D & S Pretty Fashions Ltd. 957.52

38 2-2-20-0040 Dekko Fashion Ltd. 741,366.54


39 2-2-20-0041 Desun Garments Ltd. 489,731.36

40 2-2-20-0042 Diana Garments ( Pvt) Ltd. 11,393,232.56

41 2-2-20-0043 Dipta Garments Ltd. 5,105.46

42 2-2-20-0044 DODY Exportwear Ltd. 964,604.78

43 2-2-20-0045 Dragon Sweater Bangladesh Ltd. 4,913,166.07

44 2-2-20-0047 Dress World Ltd. 340,289.40

45 2-2-20-0048 Dressmen Ltd. 2,849,798.66

46 2-2-20-0049 Ducati Apparals Ltd. 1,676,430.21

47 2-2-20-0050 East West Fashion Garments Ltd. 40,155.53

48 2-2-20-0051 Epcot Apparels Ltd. 2,597,950.92

49 2-2-20-0052 EPIC Garments Manufacturing Co.Ltd. 5,445.00

50 2-2-20-0053 Esses Fashions Ltd. 1,442,809.47

51 2-2-20-0054 Eurotex Knit Wear Ltd. 11,957,421.54

52 2-2-20-0055 Evince Garments Ltd 3,888,770.43

53 2-2-20-0056 Fahami Knitwear Ltd. 1,042,224.00

54 2-2-20-0057 Fashion Trousers Ltd. 34,973.63

55 2-2-20-0058 Global Fashion Garments Ltd. 2,911,612.63

56 2-2-20-0059 Global Shirt Ltd. 33,301.38

57 2-2-20-0061 Haque Wear Intl (Pvt) Ltd. 2,152,533.00

58 2-2-20-0062 Hasan Tanvir Fashion Wears Ltd. 2,051,159.09

59 2-2-20-0063 Hi-Fashion Composite Textiles Ltd. 457,140.09

60 2-2-20-0064 Hot Dress Ltd. 40,681.29

61 2-2-20-0065 HS Fashions 531,821.00

62 2-2-20-0066 Imperial Sweater (BD) Ltd. 2,813.20

63 2-2-20-0067 International Knitwear & Apparels Ltd. 1,864,983.59

64 2-2-20-0068 Interstoff Apparels Ltd. 116,780.29

65 2-2-20-0069 Intimate Textiles Ltd. 2,551,467.45

66 2-2-20-0070 Islam Dresses Ltd. 1,061,619.78

67 2-2-20-0071 Jamuna Denims Ltd. 19,482.14

68 2-2-20-0072 Jamuna Knitting & Dyeing Ltd. 1,711,366.24

69 2-2-20-0073 JIT Accessories ( H.K ) 2,221,598.65

70 2-2-20-0074 Karnaphuli Knit Wear Ltd. 8,715.03

71 2-2-20-0075 Kattali Textile Ltd. 9,013.75

72 2-2-20-0076 KDS Fashion Ltd. 340,665.22

73 2-2-20-0077 Kera Fashion Ltd. 172,601.18

74 2-2-20-0078 Kimberly Apparels Ltd. 2,077,675.70

75 2-2-20-0079 Knit Asia Ltd 1,408.31

76 2-2-20-0080 Knit Concern Ltd. 32,019.84

77 2-2-20-0081 Knitivo Fashion Ltd. 24,645.55

78 2-2-20-0082 Krishan Knitting Ltd 1,249.19

79 2-2-20-0083 Legacy Fashion Ltd. 2,994,022.77

80 2-2-20-0084 Legend Textiles Ltd. 910.29


Amount in BDT


81 2-2-20-0085 Lodestar Fashions Ltd . 55,568.37

82 2-2-20-0086 Lyric Apparels Ltd. 9,765,082.18

83 2-2-20-0087 M.M. Knitwear Ltd. 928,675.92

84 2-2-20-0094 Masco Industries Ltd. 9,790,580.68

85 2-2-20-0096 Master Garments Ltd. 167,578.40

86 2-2-20-0099 Megastar Apparels Ltd. 2,493.49

87 2-2-20-0100 MI Knitwear Ltd. 1,359.99

88 2-2-20-0101 M M Knit Wear Ltd 657,126.80

89 2-2-20-0102 MNC Apparels Ltd. 924,306.35

90 2-2-20-0103 Muazuddin Textile Ltd. 4,832.81

91 2-2-20-0104 N.R. Knitting Mills Ltd. 385,347.02

92 2-2-20-0105 Nafa Apparels Ltd. 1,254,706.18

93 2-2-20-0106 Nassa Basics Ltd. 8,167,119.06

94 2-2-20-0107 Nasrin Garments Ltd. 242,223.03

95 2-2-20-0108 Nassa Apparels Ltd. 5,194,442.32

96 2-2-20-0109 Nassa Knit Ltd. 47,499.30

97 2-2-20-0110 Needle Drop Ltd. 19,076.18

98 2-2-20-0111 New Town Knitwear Co. Ltd. 28,817.41

99 2-2-20-0112 New Wave Bottoms Ltd. 548,029.34

100 2-2-20-0113 Nibir Fashion Wear Ltd. 7,866.89

101 2-2-20-0114 Nimmi Apparels Ltd. 1,248.06

102 2-2-20-0115 Nipa Fashion Wear Ind. Limited 3,171,494.29

103 2-2-20-0116 Noman Fashion Fabrics Ltd. 668.71

104 2-2-20-0117 Norp Knit Industries Ltd. 4,762,350.99

105 2-2-20-0118 One Composite Mills Ltd. 980,948.82

106 2-2-20-0120 Opex Garments Ltd. 6,041,235.96

107 2-2-20-0121 Padma Sweater Ltd. 791.76

108 2-2-20-0122 Pearl Garments Ltd. 10,406,544.15

109 2-2-20-0123 Pioneer Casual Wear Ltd. 642,488.51

110 2-2-20-0124 Polo Composite Knite Inds. Ltd. 71,923.16

111 2-2-20-0125 Premier Style Ltd. 1,801.42

112 2-2-20-0126 Prince High Design Ltd. 308,522.50

113 2-2-20-0127 Radiance Fashion Ltd. 676,476.12

114 2-2-20-0128 Radiant Sweater Ind. Ltd. 5,237.37

115 2-2-20-0129 Radisson Apparels Ltd. 1,168,918.41

116 2-2-20-0130 Refat Garments Ltd. 13,522,552.26

117 2-2-20-0131 Reliance Denim Industries Ltd. 236.27

118 2-2-20-0132 Rupa Fabrics Ltd. 423,540.36

119 2-2-20-0133 S.Suhi Industrial Park Ltd. 14,493.80

120 2-2-20-0134 Saad Musa Fabrics Ltd. Unit-3 6,273,153.92

121 2-2-20-0135 Saascotex (BD) Ltd. 571,231.66

122 2-2-20-0137 Salim & Brothers Ltd. Unit-2 2,406.17


Amount in BDT


123 2-2-20-0138 Savar Sweater Ltd. 19,160.11

124 2-2-20-0140 Sea Tex Limited. 2,764,263.32

125 2-2-20-0141 Shamroz Garments (Pvt.) Ltd. 9,165.83

126 2-2-20-0142 Shovon Silk & Knitting Mills Ltd. 18,604.60

127 2-2-20-0143 Sicily Garments Ltd. 3,183,220.52

128 2-2-20-0144 Sinha Industries Ltd. 1,902,719.38

129 2-2-20-0145 Sisters Apparels Ltd. 36,095.05

130 2-2-20-0146 Sm Knitwear Ltd 1,766,767.78

131 2-2-20-0147 Sonia & Sweaters Ltd. 2,518,235.58

132 2-2-20-0148 Southern Designers Ltd. 6,650,995.28

133 2-2-20-0149 Spotfame Apparels Ltd. 1,063.45

134 2-2-20-0151 Sterling Styles Ltd. 2,521,241.61

135 2-2-20-0152 Stitch Tone Apparels Ltd. 271,980.87

136 2-2-20-0153 Sweater Apparels Ltd. 13,971.84

137 2-2-20-0154 Taher Sons Fashions Ltd. 5,781.44

138 2-2-20-0155 Thats IT Sports Wear Ltd. 2,593,017.88

139 2-2-20-0156 The Rose Dresses Ltd. 3,058,779.31

140 2-2-20-0157 The Welltex Ltd. 49,225.74

141 2-2-20-0158 TM Designers Ltd. 2,860.40

142 2-2-20-0159 Total Fashion Ltd. 50,578.19

143 2-2-20-0160 Trouser Line Ltd. 935,899.81

144 2-2-20-0161 Trouser World (Pvt) Ltd. 1,111,249.98

145 2-2-20-0162 TRZ Garments Ind. Ltd. 4,351,804.98

146 2-2-20-0163 Tuba Textile Mills Ltd. 89,394.38

147 2-2-20-0164 Unique Designers Limited. 1,937,907.40

148 2-2-20-0165 Universal Sweaters Ltd. 1,103.36

149 2-2-20-0166 Univogue Garments Company Ltd. 169,546.27

150 2-2-20-0167 Utah Apparels Ltd. 476,329.89

151 2-2-20-0168 Versatile Apparel Pvt. Ltd. 449.66

152 2-2-20-0169 Voyager Apparels Ltd. 312,382.83

153 2-2-20-0170 Western Dresses Ltd. 287,223.87

154 2-2-20-0172 ZSB Garments Ltd 1,573.76

155 2-2-20-0173 Reytex Fashion Wears Ltd. 343,012.83

156 2-2-20-0187 Smart Jacket (BD) Ltd. 484,033.55

157 2-2-20-0188 Zaara Jeans & Knitwear Ltd. 1,916.87

158 2-2-20-0189 Onus Garments Ltd. 4,542.75

159 2-2-20-0190 Seasons Creations Limited 1,717.91

160 2-2-20-0191 Flamingo Fashion Ltd. 213,967.89

161 2-2-20-0192 E S E Knitwear Ltd. 801.34

162 2-2-20-0193 Sea Blue Textile Limited 255,623.88

163 2-2-20-0199 Fyne Sweaters Ltd. 3,367.01

164 2-2-20-0205 Jeans Arrow Gmts Ltd. 18,222.74


Amount in BDT


165 2-2-20-0209 Sirajsons Garments Ltd. 22,546.81

166 2-2-20-0210 Medona Fashion Ltd. 145,149.20

167 2-2-20-0211 J.S Design Ltd. 4,019.50

168 2-2-20-0212 Ehsan Fashions Ltd. 9,251.65

169 2-2-20-0213 Artistic Design Ltd. 4,452.60

170 2-2-20-0214 Other Recevables 109,685,804.65

171 2-2-20-0216 Modiste (BD) Limited 2,639,708.63

172 2-2-20-0217 AKH Fashions Ltd. 220,062.30

173 2-2-20-0218 BP Wears (Pvt) Ltd. 1,145,564.72

174 2-2-20-0219 JMS Garments Ltd. 1,189,471.35

175 2-2-20-0220 Feroza Garments Ltd. 1,457,655.80

176 2-2-20-0221 SGM Knit & Print ltd. 73.70

177 2-2-20-0222 Hams Garments Limited. 6,111,452.15

178 2-2-20-0223 Sun Seeds Apparels Ltd. 28,079.50

179 2-2-20-0224 Manta Apparels Ltd. 157,733.83

180 2-2-20-0227 Ayesha Clothing Co. Ltd. 528,827.26

181 2-2-20-0227 Crown Wear (Pvt.) Ltd. 894,302.29

182 2-2-20-0228 Odyssey Dresses Limited 140,499.65

183 2-2-20-0229 Desh Germents Ltd. 62,874.86

184 2-2-20-0231 Purple Apparels Ltd. 307,655.46

185 2-2-20-0232 Aftab Garments Ltd. 401,790.60

186 2-2-20-0233 Cotton Club(BD) Ltd. 253,571.08

187 2-2-20-0235 R.R Apparels Ltd. 40,644.52

188 2-2-20-0236 A.T.S Apparels Ltd. 513,574.07

189 2-2-20-0237 Presentation Apparels Ltd. 261,859.04

190 2-2-20-0239 Toy Woods (BD) Co.Ltd 37,583.73

191 2-2-20-0240 Viyellatex Ltd. 30,350.33

192 2-2-20-0241 Fashrobe Garments Ltd. 271,610.04

193 2-2-20-0242 Givensee Garments Limited. 37,272.69

194 2-2-20-0244 Continental Garments Ltd 9,180.10

195 2-2-20-0245 Darda Knitwear Ltd 13,128.74

196 2-2-20-0246 Ifco Garments Ltd 2,388,093.70

197 2-2-20-0249 Nightingale Fashion 12,357.88

198 2-2-20-0252 Uni Gears Ltd 1,500,908.13

199 2-2-20-0253 Winsome Knitting 49,043.38

200 2-2-20-0254 Wisteria Textiles Ltd 32,281.48

201 2-2-20-0255 Gooryong Fashing Ltd 4,948.26

202 2-2-20-0256 Pentagon Knit 42,387.98

203 2-2-20-0257 Grameen Knitwear Ltd 493,418.62

204 2-2-20-0258 Miswar Hosiery Mills 2,715,049.15

205 2-2-20-0259 SQ Celsius Ltd 61,252.26


Amount in BDT


206 2-2-20-0260 The Finery Ltd 869,056.11

207 2-2-20-0261 Seasons Dresses Ltd 22,842.32

208 2-2-20-0262 Supreme Stitch Ltd 358,252.28

209 2-2-20-0263 Dwell Fashion Ltd 5,621.16

210 2-2-20-0264 Abanti Colortex Ltd 394,744.00

211 2-2-20-0265 Mid Asia Fashion Ltd 11,968.80

212 2-2-20-0267 Triple Seven 1,611.99

213 2-2-20-0268 Q-Point Fashions Ltd. 2,192.12

214 2-2-20-0269 Well Fashion Ltd. 34,060.14

215 2-2-20-0270 Landmark Fabrics Ltd. 23,539.08

216 2-2-20-0272 Ambition Garments Ltd. 22,934.10

217 2-2-20-0280 Niponika Garments Ltd. 3,796.20

218 2-2-20-0281 Apex Textile Printing Mills Ltd 316,861.87

219 2-2-20-0283 Eastern Dresses Ltd 17,439.45

220 2-2-20-0284 Shishir Knitting & Dyeing Ltd. 60,389.74

221 2-2-20-0286 Zakmarks Fashion Ltd. 6,540.99

222 2-2-20-0290 Selina Apparels Ltd. 10,515.36

223 2-2-20-0291 Base Textiles Ltd. 47,702.77

224 2-2-20-0304 Momin Apparels Ltd. 69,098.98

225 2-2-20-0305 Pretty Composite Textile Ltd. 716,175.44

226 2-2-20-0306 Rezaul & Brothers (Pvt.) Ltd. 854,552.38

227 2-2-20-0307 SB Knitting Ltd. 377,751.44

228 2-2-20-0312 Hypoid Composit Knit Ltd. 502,363.04

229 2-2-20-0315 Taj Knitting Industries Ltd. 176,543.58

230 2-2-20-0316 Marina Apparels Ltd 1,833,134.67

231 2-2-20-0318 Independent Apparels Ltd 296,753.87

232 2-2-20-0319 Frank Apparels Ltd 143,915.46

233 2-2-20-0320 Dishang Sweater Ltd 144,065.79

234 2-2-20-0321 Daeyu BD Ltd 661,777.70

235 2-2-20-0322 Crosswear Ind. Ltd 367,551.68

236 2-2-20-0323 Mesh Exports House (Pvt) Ltd 461,635.63

237 2-2-20-0324 Garib & Garib Company Ltd. 69,533.88

238 2-2-20-0327 Baijeed knit Garments Ltd 804,200.25

239 2-2-20-0329 Designer Jeans Ltd 3,953,368.01

240 2-2-20-0330 Wave Tex Apparels Ltd 3,871,000.00

241 2-2-20-0331 Intraco Fashion Ltd 3,174,220.00

242 2-2-20-0332 Maple Knitwear Ltd 722,850.00

243 2-2-20-0333 Intraco Design Ltd 6,985,369.60

Total 416,503,519.90


Amount in BDT


Annexure-III Bengal Windsor Thermoplastics Ltd

Shareholding position as on 30 June 2013

Name of Shareholders Shareholding

Number Amount (in BDT)

% of Total Share holding

Me Morshed Alam 7,820,000 78,200,000 11.17

Mrs. Bilkis Nahar 2,300,000 23,000,000 3.29

Mr. Jashim Uddin 4,600,000 46,000,000 6.57

Mr. Humayun Kabir 2,300.000 23,000,000 3.29

Ms. Arifa Kabir 22,892,000 228,920,000 32.70

Mr. Firoz Alarn 1,840,000 18,400,000 2.63

Mr. Saiful Alam 1,840,000 18,400,000 2.G3

Mr. Shamsul Alarn 1,840,000 18,400,000 2.()3

Sub-Total 45,432,000 454,320,000 64.90

Institutions 13;698,800 136,988,000 19.57

General Public 10,869,200 108,692,000 15.53

Total 70,000,000 700,000,000 100.00


Annexure-IV Bengal Windsor Thermoplastics Ltd

Loan Against Trusty Receipt (LATR) as on 30 June, 2013

SL. No. Particulars Amount in BDT

1 Formosa Chemicals & Fibre 49,537,462

2 Chemon Corporation Ltd 22,233,603

3 Akros Trading Co. Ltd 5,456,000

4 Styrolution Korea Ltd 15,532,312

5 DIC India Ltd 2,313,387

6 Hyplas Machinery Co. Ltd 1,425,771

7 Uniexcel Ltd 5,361,808

8 Oman Polypropylene LLC 10,012,702

Total 111,873,044

30 June, 2012

1 Petterssons Trading 2,854,108

2 Bengal Petrochem & Synthetic Textie Ltd. 96,447

3 Bengal Petrochem & Synthetic Textie Ltd. 964,470

4 Flint Group India Pvt. Ltd. 2,248,453

5 Domo Investment Group NV. 9,017,750

6 Vishal Coating Pvt. Ltd. 2,876,099

7 Styrolution Korea Ltd. 15,188,904

8 Hyplas Machinery Co. Ltd. 1,000,991

9 Polymers Marketing Company Pte Ltd. 15,135,398

10 Toyo Ink Pte Ltd. 4,212,319



13 Total Petrochemicals South East Asia Pte. 8,501,760

14 Dexun ( Zhongshan) Storage Equipment Co. Ltd. 725,431

15 Sun Ace Kakoh ( Malaysia ) SDN. BHD 2,845,850

16 Formosa Chemicals and Fibre Corp. 14,630,301

17 Plastichemix Industries 1,199,205

18 Total Petrochemicals South East Asia Pte. 12,791,520

19 Hamilton Metal Corp. Ltd. 2,622,609

20 Itochu Plastics Pte Ltd. 10,868,121

21 Teximco Enterprise 3,560,372



Total 136,387,945


SubsidiaryProfile


Dear Shareholders

I, on behalf of the Board of Directors, have the pleasure to present before you their report for the year ended 30th June 2013 alongwith the audited Accounts containing for the year ended 30 June 2013. This Report has been prepared in compliance with the Section 184 of the Companies Act 1994.

1. Operation:At present the commercial operation of the company has closed due to various technical and operational problems.

2. Shareholding:

Share holdings Percentage Number Value

Bengal Windsor Thermoplastics Ltd. 80% 720,000 72,000,000

Ms. Bilkis Nahar 4% 36,000 3,600,000

Mr. Jashim Uddin 4% 36,000 3,600,000

Mr. Humayun Kabir 3% 27,000 2,700,000

Mr. Firoz Alam 3% 27,000 2,700,000

Mr. Shamsul Alam 3% 27,000 2,700,000

Mr. Saiful Alam 3% 27,000 2,700,000

Note: Bengal Windsor Thermoplastics Ltd. holds 80% share of Bengal Petrochem and Synthetic Textile Limited. It is a subsidiary company of Bengal Windsor Thermoplastics Ltd.

3. Board of Directors: The following persons are the members of the Board of Directors of the Company. Mr. Morshed Alam Chairman Mr. Jashim Uddin Managing Director Ms. Bilkis Nahar Director Mr. Humayun Kabir Director Mr. Firoz Alam Director Mr. Shamsul Alam Director Mr. Saiful Alam Director Mr. Fayyaz Khundker Independent Director

4. Appointment of Auditors: M/s. Hoda Vasi Chowdhury & Co., Chartered Accountants the retiring auditor of the Company are also the

retiring auditor of Holding Company, Bengal Windsor Thermoplastics Limited (BWTL). By complying BSEC order BWTL has to change their auditor and the Board of Directors of BWTL recommended to appoint M/S. A. Qasem & Co. as their statutory auditors. As such, Board of Directors of the Company also recommended to appoint M/S. A. Qasem & Co. as statutory auditors of the Company subject to the approval of shareholders in the Annual General Meeting.

5. Acknowledgement: The Directors record with appropriation the services rendered by all concerned.


Bengal Petrochem And Synthetic Textiles Ltd.Director's Report to the ShareholdersFor the period 2012-2013


We have audited the accompanying consolidated as well as separate financial statements of Bengal Petrochem and Synthetic Textiles Ltd., which comprises the consolidated & separate statements of financial position as at 30 June, 2013 and the related statements of comprehensive income and statements of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation and fair presentation of these financial statements in accordance with Bangladesh Financial Reporting Standards (BFRS), 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.

Auditors’ ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). 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 auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion:In our opinion, the Financial Statements prepared in accordance with Bangladesh Financial Reporting Standards (BFRS), give a true and fair view of the state of the company’s affairs as at 30 June, 2013 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.

Further to our opinion in the above paragraph, we state that:(i) 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;(ii) in our opinion, proper books of account as required by law have been kept by BENGAL PETROCHEM AND

SYNTHETIC TEXTILES LTD. so far as it appeared from our examination of those books;(iii) the company’s 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 and returns;(iv) the expenditure incurred was for the purpose of the company’s affairs.

Dhaka: 27 OCT 2013 Chartered Accountants

Auditors' Report to the Shareholdersof Bengal Petrochem and Synthetic Textiles Ltd.





IAS 1.51(a)

IAS 1.10(b)

IAS 1.51( c)

IAS 1.38,1.39 6/30/2013 6/30/2012Notes BDT BDT

Non-Current AssetIAS 1.67 Property, Plant and equipment 3 81,125,151 15,743,577IAS 1.68 Intengible Assets-Govt. granted 3.01 - -

81,125,151 15,743,577IAS 1.66 Current AssetIAS 1.54(g) Inventories 4 19,117,487 3,396,250

Accounts Receivable 5 17,970,984 2,676,211IAS 1.54(i) Cash and Cash Equivalent 7 826,224 752,830

Receivable form Windos Thermoplastics Ltd 8 27,204,673 50,205,906IAS 1.54(h) Advance , Deposit & Prepayment 9 27,072,864 44,411,245

Total Current Assets 92,192,232 101,442,442

IAS 1.69 Current LiabilitiesIAS 1.54(m) Others Payable 10 467,623 9,000IAS 1.54(m) Short Term Loan 11 43,224,498 25,011,111IAS 1.70 Accrued Expense 12 171,013 110,534

Total Current Liabilities 43,863,134 25,130,645

IAS 1.71 Non-Current LiabilitiesTerm Loan 13 45,698,832 9,067,841

Net Asset 83,755,417 82,987,533

Share Holders EquityIAS 1.5( r),78(e) Share Capital 14 90,000,000 90,000,000IAS 1.5( r),78(e) Retained Earnings 15 (6,244,582) (7,012,467)

Share Holders Equity 83,755,418 82,987,533

Net Assets Value Per Share (NAVPS) 9.31 9.22These �nanacial statements should be read in conjunction with the annexed notes

Bengal Petrochem and Synthetic Textiles LtdStatement of Financial Position

as at 30 June 2013





IAS 1.51(a)

IAS 1.10(b)

IAS 1.51( c)

IAS 1.38,1.39 PARTICULARS 6/30/2013 6/30/2012Notes BDT BDT

IAS 1.82(a) Revenue 16 17,348,760 3,910,117IAS 1.82(b),103 Less: Cost of Goods Sold 17 (7,202,353) (5,478,442)IAS 1.85 10,146,407 (1,568,325)

IAS 1.103

IAS 1.82(b) Administrative Expenses 18 (533,439) (267,962)IAS 1.82(b) Selling & Distribution Expenses 19 (5,000) -IAS 1.85 Operating Pro�t/(Loss) 9,607,968 (1,836,287)

IAS 1.82(b) Less: Financial Expenses 20 (8,840,083) (2,257,910)IAS 1.85 Add: Non-Operating Income - -IAS 1.85 Net Pro�t/(Loss) Before Tax 767,885 (4,094,197)

IAS 1.82(d) Provision for Tax - -IAS 1.88 Net Pro�t/(Loss) after Tax 767,885 (4,094,197)IAS 1.96 Other Comprehensive Income/(Loss) -IAS 1.83(b) Total Comprehensive Income/Loss 767,885 (4,094,197)

Earnings Per Share 0.85 --4.5

Bengal Petrochem and Synthetic Textiles LtdStatement of Comprehensive Income


for the period ended 30 June, 2013

Gross Pro�t/(Loss)

Less: Operating Expenses


Com

pany

Sec

reta

ryD

irec

tor

Man

agin

g D

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IAS

1.51

(a)

IAS

1.10

( c)

IAS

1.51

( c)

Part

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are

Prem

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Shar

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oney

D

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30 J

une

2012

Bala

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as o

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1, 2

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72,0

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)69

,081

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IAS

1.10

6(a)

Net

Pro

�t/(

Loss

) for

the

year

(4,0

94,1

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(4,0

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IAS

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(iii)

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18,0

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90,0

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-(7

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30 J

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Bala

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as o

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90,0

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)82

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IAS

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Net

Pro

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767,

885

767,

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s on

June

30,

201

390

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--

(6,2

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82)

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Ben

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Ltd

Stat

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for

the

peri

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nded

on

30 Ju

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013


Company SecretaryDirectorManaging Director

IAS 1.51(a)

IAS 1.10(b)

IAS 1.51( c)

IAS 1.38,1.39 30-06-2013 30-06-2012PARTICULARS TAKA TAKA

IAS 7.10 CASH FLOWS FROM OPERATING ACTIVITIES:IAS 7.14(a) Cash collection from customers 2,053,987 1,233,906IAS 7.1( c) Cash paid for goods and services (21,863,336) (8,693,837)IAS 7.14 Other Operating Expenses (403,151) (41,055,709)

Income Tax - -Net cash in�ow from operating activities (20,212,500) (48,515,640)

IAS 7.10 CASH FLOWS FROM INVESTING ACTIVITIES:IAS 7.16(a) Acquisition of �xed assets (48,719,634) (15,958,396)IAS7.16 Investment in FDR - -


IAS 7.10 CASH FLOWS FROM FINANCING ACTIVITIES:IAS 7.17( c) Loan to Sister concern (53,098,497)

Finance Cost (8,840,083) (2,257,910)Loan from the Parent company 23,001,233 -Loan from Bank 36,630,991 9,067,841Short term Loan 18,213,386 25,011,111

IAS 1.74 Share Capital - 18,000,000Net cash used in Financing Activities 69,005,527 (3,277,455)

Net Cash In�ow/(Out�ow) 73,394 (67,751,491)Cash & Cash equivalent, at the beginning of the year 752,830 68,504,322Cash & Cash equivalent, at the end of the year 826,225 752,830

Bengal Petrochem and Synthetic Textiles LtdStatement of Cash Flows

for the period ended 30 June,2013


Notes to the Financial Statementsof Bengal Petrochem and Synthetic Textiles Ltd.For the year ended on 30 June 2013

1. Background and Introduction

1.1. Formation and legal statusBengal Petrochem and Synthetic Ltd. (hereinafter referred to as "the Company") was incorporated on 10 March 2011 vide registration no.C-91112/11) of 2011 as a private limited company in Bangladesh under the Companies Act 1994.

The registered office and principal place of business of the company is located at Bengal House, 75 Gulshan Avenue, Gulshan-1, Dhaka-1212, Bangladesh.

The company's factory is located at Plot No: 295-296-297 (half ), 298 (half ), DEPZ Extension Area, Savar, Dhaka, 'a sister concern of Bengal Group. The Parent company of Bengal Petrochem and Synthetic Textiles Ltd. is Bengal Windsor Thermoplastics Ltd.

1.2. Nature of BusinessThe company will carry out the business of a manufacturer of thermal plastic molding component (TPMC), polyester synthetic, Polyester yarn etc.

1.3. Going ConcernThe Company will continue in operation for the foreseeable future. For this reasons the directors continue to adopt going concern basis in preparing the accounts.

1.4. TaxationThe company is situated in DEPZ Savar and it is entitled to get tax exemption benefit from Government.

2. Summary of significant accounting policies and basis of preparation of the financial statements

2.1. Corporate Financial Statements and ReportingThis comprises Statement of Financial Position, Statement of Comprehensive Income, Statement of Changes in Equity, Statement of Cash Flows, notes and explanatory materials covering accounting policies.

This is prepared under the historical cost convention and in accordance with the requirements of the Companies Act, 1994 and the International Accounting Standards (IASs) adopted by the Institute of Chartered Accountants of Bangladesh (ICAB) as well as those standards, disclosures recommended by IASs and as applicable to this Company.

The Board of Directors are responsible for preparing and presenting the financial statements including adequate disclosures, who approved and authorized the issue of this financial statements.

The preparation of the financial statements in conformity with the International Accounting Standards (IASs) requires Board of Directors to make estimates and assumptions that affect the reported amounts of revenues and expenses, assets and liabilities at the date of the reporting period. Due to the inherent uncertainty involved in making estimates, actual result reported could differ from those estimates.

i) Principal Accounting PoliciesThese financial statements have been prepared based on going concern assumption. Accrual concept and such other convention as required by IAS-1 for fair presentation of financial statements were also followed.

The specific accounting policies selected and applied by the company’s directors for significant transactions and events that have material effect within the framework of IAS-1 “Presentation of Financial Statements”, in preparation and presentation of financial statements have been applied.


2.2. Functional and presentation currencyThe financial statements are prepared and presented in Bangladesh Currency (Taka), which is the company's' functional currency. All the financial information presented has been rounded off to the nearest Taka except where indicated otherwise. Figures in brackets indicated deductions.

2.3. Reporting PeriodThe period of the financial statements covers from 1st July 2012 to 30 the June 2013 consistently.

2.4. Comparative Information and Rearrangement ThereofComparative figures have been re-arranged wherever considered necessary to ensure better comparability with the current period without causing any impact on the profit and value of assets and liabilities as reported in the financial statements.

2.5. Cash flow statementParagraph 111 of IAS 1 presentation of financial statements requires that a cash flow statement is to be prepared as it provides information about cash flows of the enterprise which is useful in providing users of financial statements with a basis to asses the ability of the enterprise to generate cash and cash equivalents and the needs of the enterprise to utilize those cash flows. Cash flow statement has been prepared under the direct method.

2.6. Statement of Changes in EquityThe Statement of changes in Equity reflects information about the increase or decrease in net assets or wealth.

2.7. Cash and Cash EquivalentsCash in hand and cash at banks have been considered as Cash and Cash Equivalents for the preparation of these financial statements, which were held and available for use by company without any restriction and there was insignificant risk of changes in value of the same.

2.8. Accrued Expenses Liabilities are recognized for the goods and services received, whether paid or not for those goods and services. Payables are not interest bearing and are stated at their nominal value.

2.9. Events after balance sheet dateIn compliance with the requirements of BAS 10: Events After the Balance Sheet Date, post balance sheet events that provide additional information about the company's position at the balance sheet date are reflected in the financial statements and events after the balance sheet date that are not adjusting events are disclosed in the notes when material.


Particulars 6/30/2013 6/30/2012BDT BDT

3 Fixed AssetPlant & machinery Annex-1 9,822,895 9,822,896Factory Building 72,181,215 6,135,500O�ce Equipment 12,300 -

82,016,410 15,958,396Less: Depreciation (891,259) (214,819)

81,125,151 15,743,5773.01 Intengible Assets-Govt. granted

IAS 2.25 4 InventoryPP - Recycle 2,585,765 3,396,250HIPS 8,414,604 -GPPS 8,117,118Total 19,117,487 3,396,250

5 Accounts Receivable 17,970,984 2,676,211

IAS 7.45 7 Cash & Cash EquivalentShahjalal Islami Bank Ltd 740,886 347,730Dutch Bangla Bank Ltd 40,238Cash In Hand ( Factory ) 45,100 405,100

Total 826,224 752,830

8 Receivable from Bengal Windsor Thermoplastics LtdBalance as on (01-07-12) 50,205,906 83,800,000Add: Addition during the year 64,003,450 -

114,209,356 83,800,000Less: Adjust during the year (87,004,683) (33,594,094)

Total 27,204,673 50,205,906

IAS 1.78(a) & IAS 16.73

As per IAS 38 (para 44) it has stated that Govt. granted intengible assets (Tax exemption certi�cate) should be recognised at nominal value or free of charges upto facility period expired



IAS 1.54(h) 9 Advance , Deposit, PrepaymentBengal Concept & Holding Ltd - 25,000,000National Traders - 18,000,000Advanced deposit to others 16,489,294 -Advance -Building Construction 7,874,325 -Advance to BEPZA 475,245 475,245LC Margin 2,234,000 936,000

Total 27,072,864 44,411,245

10 Others Account PayableAtlanta Traders 467,623 9,000

Total 467,623 9,000

IAS 1.54(m) 11 Short Term LoanShahjalal Bank, Gulshan Br 43,224,498 25,011,111

IAS 1.70 12 Accrued ExpenseSalary payable 78,916 42,942Mobile bill payable - 637Repair & Maint. Payable -Medical Bill payable 11,760 12,345Utility bill payable 16,604 24,610Audit Fees Payable 60,000 30,000Source Tax (TDS) Payable 3,733 -

Total 171,013 110,534

13 Term LoanShahjalal Bank,A/C 36501 5,810,368 9,067,841Shahjalal Bank, A/C 36314 39,888,464

45,698,832 9,067,841

Note: The amount represents the principal along with daily interest of over dreaft payable to Shajalal Islami banl Gulshan Branch. The company is being maintained this facility at an annual interest rate of 16.00% p.a.

Note: The amount represents the principal along with daily interest payable to Shajalal Islami banl Gulshan Branch. The company is being maintained this facility at an annual interest rate of 16.50% p.a.



IAS 1.79 14 Share CapitalIAS 1.79(a)(i) 14.01 Authorised Share Capital :

IAS 1.79(a)(ii) 14.02 Issued, Subscribed & Paid-up Share Capital :The paid up capital of the company is TK.9,00,000 ordinary share of Tk 100 eachDetails of Paid-up Capital and its Shareholders are given below :

Share holdings Percentage Number Value

Bengal Windsor Thermoplastics Ltd 80% 720,000 72,000,000

Bilkis Nahar 4% 36,000 3,600,000

Jashim Uddin 4% 36,000 3,600,000

Humayun Kabir 3% 27,000 2,700,000

Firoz Alam 3% 27,000 2,700,000

Samsul Alam 3% 27,000 2,700,000

Saiful Alam 3% 27,000 2,700,000

100% 900,000 90,000,000

15 Retained EarningsOpening balance (7,012,467)During the year 767,885 Closing balance (6,244,582)

16 Revenue 17,348,760 3,910,117

17 Cost Of Goods SoldOpening Raw Materials 3,396,250 -Add: Purchase 17.01 20,227,268 6,721,621

23,623,518 6,721,621Less: Closing Raw Materials (19,117,487) (3,396,250)

Raw Material Consumtion 4,506,031 3,325,371Add: Factory Overhead

Wages & Salary - Factory 455,741 143,409Medical exp - Factory 132,938 86,754Land rent - Factory 1,302,763 1,295,915Utility bill - Factory 263,728 455,138 Depreciation - Factory 541,152 171,855Cost of Goods Sold 7,202,353 5,478,442

The authorised share capital of the company is Tk. 1,000,000,000/= divided into 10,000,000/= ordinary share of Tk. 100/= each.

Note: Bengal Windsor Thermoplastics Limited holds 80% Share of Bengal Petrochem & Synthetic Textiles Limited. It is a subsidiary company of Bengal Windsor Thermoplastic Ltd.



17.01 PurchasePP/HIPS-Recycle 3,020,506 4,152,250GPPS 8,117,118 1,483,530HIPS 8,414,604 828,360

19,552,228 6,464,140-

Carriage Inward 283,200 102,008C & F Expenses 337,120 110,300Insurance - Import 54,720 45,173

Total 20,227,268 6,721,621

IAS 1.97 18 Administrative ExpensesConsultancy Fees 93,000 55,000Fees & Registration Expenses 11,164 42,364Salary Expenses - Admin 218,487 30,011Audit fees 30,000 30,000Other Expenses 45,500 67,623Depreciation 135,288 42,964

Total 533,439 267,962

IAS 1.97 19 Selling & Distribution ExpensesClearing & Forwarding (C & F) -export 5,000 --

Total 5,000.00 -

IAS 23.26(a) 20 Finance CostBank Charge & Excuse Duty 303,005 186,926Interest on LATR 6,420,887 1,099,743Interest on Long term loan 2,116,191 971,241

8,840,083 2,257,910


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Notice of the 11th Annual General meeting

Notice is hereby given that the 11th Annual General Meeting of the shareholders of Bengal Windsor Thermoplastics Limited will be held on Sunday, 15 December 2013 at 10:30 am at Bengal Multimedia Studio, 95/A, Tejgaon I/A, Dhaka-1208 to transact the following business:

A G E N D A

Notice is hereby given that the 11th Annual General Meeting of the shareholders of Bengal Windsor Thermoplastics Limited will be held on Sunday, 15 December 2013 at 10:30 am at Bengal Multimedia Studio, 95/A, Tejgaon I/A, Dhaka-1208 to transact the following business:

Ordinary Business:1. To receive, consider, and adopt the Audited Financial Statements of the Company for the year ended 30

June 2013 together with the Reports of Directors and Auditors thereon;2. To declare Dividend for the year ended 30 June 2013;3. To elect/ re-elect Director(s) of the Company;4. To appoint Auditors for the year 2013-2014 and fix their remuneration.

Special Business:1. To fix the remuneration of the Managing Director.

By order of the Board

Darul Awam Tuhin ACS Company Secretary Dated: 24 November 2013

Notes:• TheBoardunanimouslyrecommendedcashdividend@14%exceptSponsorshareholdersandStockdividend@8%

for all shareholders.• Shareholderswhosenamesappearedattherecorddatei.e.17November2013intheShareDepositoryRegisterof

the Company on the date will be eligible to attend and vote in the Annual General Meeting and to receive dividend as approved in the AGM.

• MembersentitledtoattendandvoteattheAnnualGeneralMeetingmayappointaProxytoattendandvoteonhisor her behalf. The proxy form must be affixed with requisite revenue stamp of Tk. 20/- and must be submitted to the Registered Office of the Company not less than 48 hours before the time fixed for the meeting.

• AdmissiontothemeetingwillbeonlyonproductionoftheattendanceslipattachedwiththeAnnualReport.• Incaseofnon-receiptoftheAnnualReportoftheCompanysentthroughcourier,Membersmaycollectthesamefrom

the Registered Office of the Company within 07 December 2013. No additional Annual Report will be distributed at the AGM venue.

• The Institutional Shareholders are requested to send their letter of representation at the RegisteredOfficeof theCompany not later than 48 hours before the time fixed for the meeting.

• TheAnnualReportisavailableintheCompany’swebsiteatwww.windsor.bengalgroup.com

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Bengal Windsor Thermoplastics LimitedRegistered O�ce: Bengal House, 75 Gulshan Avenue, Gulshan-1, Dhaka-1212

I/we ………………………………………………………………...…………..…….of………………………………

……..………………………….being member of Bengal Windsor Thermoplastics Limited do hereby appoint Mr./Ms.……………………………………………………………………..…………of…………………..………………….. ……………as my/our PROXY to attend and vote on my/our behalf at the 11th Annual General Meeting of the Company to be held on Bengal Multimedia Studio, 95/A, Tejgaon I/A, Dhaka-1208 and any adjournment thereof.

Signed this………………….day of …………………. 2013

……………………………Signature of the Member(s)

Number of Shares held ………. . . ……

………………………..Signature of the PROXY

PROXY FORM

Revenue StampTk.20/=

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BO ID No.

Bengal Windsor Thermoplastics LimitedRegistered O�ce: Bengal House, 75 Gulshan Avenue, Gulshan-1, Dhaka-1212

__________________________Signature of the Member/Proxy

_______________________________Authorized Signatory of the Company

I/We hereby record my/our attendance at the 11th Annual General Meeting of the Company being held on Sunday 15 December 2013 at 10:30 am at Bengal Multimedia Studio, 95/A, Tejgaon I/A, Dhaka-1208

Attendance Slip

Note: Please present this attendance slip at the registration counter on AGM date.SEC/SRMI/2000-953/1950 dated 24th October

2000 circular no.

Name of the Member (In Block Letter)

Name of the Proxy (In Block Letter)

BO ID No.

Signature Veri�ed by

Bengal House75 Gulshan Avenue, Gulshan-1Dhaka - 1212, BangladeshPhone: +880-2-9888248Fax: +880-2-8827507E-mail: [email protected]

annual report 2013 -...

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