annual report 2015 - bengal groupwindsor.bengalgroup.com/docs/annual-report/2015.pdf · annual...

(A Company of Bengal Group of Industries)

ANNUAL REPORT2015

Corporate Pro�leOur Mission, Goal and Quality Policy 05Corporate Directory 06Corporate Chronicle 07Board of Directors 08Chairman’s Statement 09Directors’ Report to the Shareholders 10

Financial Report:Bengal Windsor Thermoplastics Limited

Auditors’ Report 31Audited Financial Statements 32

Subsidiary Pro�le:Bengal Petrochem and Synthetic Textiles Ltd.

Directors’ Report 71Auditors’ Report 72Audited Financial Statements 73

Notice of 13 th Annual General Meeting 85

Proxy Form 87

Contents

MissionTo strive continuously to exceed customers' expectations for achieving

unlimited excellence by providing greater value toour customers than our competitors.

GoalTo 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 adoptinga set of quality policy throughout the organization.

Quality PolicyStrive 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 andseek to prevent errors and eliminate the causes of problems.

Educate, train, and qualify our employees so that they can perform their tasks inaccordance with establishment quality standards and

strive for continue to improvement.

Develop and maintain mutually bene�cial relations with suppliers toensure a stable supply of quality materials and services.

Maintain competitive prices and superior �nancial performanceby eliminating waste, wherever it occurs.

ANNUAL REPORT 2015 05

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

Audit Committee Syed Javed Iqbal Chairman Mr. Firoz Alam Member Mr. Shamsul Alam Member Mr. Fayyaz Khundker Member Mr. Darul Awam Tuhin ACS Secretary

Chief Financial O�cer Mr. H. S. Sarwar FCA

Company Secretary Mr. Darul Awam Tuhin ACS

Head of Internal Audit Mr. Md. Nuruzzaman

Legal Advisor Auditors Mr. Margub Kabir M/S. A. Qasem & Co. Barrister-at-Law Chartered Accountants Huq & Co. Gulshan Pink City 47/1 Purana Paltan Suites # 01-03, Level # 7 Dhaka-1000 Plot # 15, Road # 103 Gulshan Avenue, Dhaka-1212

Registered O�ce Factory Address Bengal House Plot 181-182, 75 Gulshan Avenue, DEPZ, Extension Area Gulshan-1, Dhaka-1212 Ashulia, Dhaka. Phone: +880 2 988 8248 Tel: +88 7 789 134-8 Fax: +880 2 882 7507 Fax: +88 7 790 317 E-mail: [email protected] Web: www.windsor.bengalgroup.com

Corporate Directory

ANNUAL REPORT 201506

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 & CSE 16 April 2013

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

Authorized Capital 1,00,00,00,000

Paid-up Capital 75,60,00,000

Number of Shareholders 5,797

Subsidiary Company Bengal Petrochem and Synthetic Textiles Ltd.

Corporate Chronicle


Board of Directors1 Morshed Alam

Chairman

2 Md. Jashim UddinVice Chairman

3 Humayun KabirManaging Director

4 Bilkis NaharDirector

5 Arifa KabirDirector

6 Firoz AlamDirector

7 Shamsul AlamDirector

8 Saiful AlamDirector

9 Syed Javed IqbalIndependent Director

10 Fayyaz KhundkerIndependent Director

1

3

2

5 4

8 7

10 9

6


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 13th Annual General Meeting (AGM) of the Bengal Windsor Thermoplastics Limited (BWTL) for the third time after its listing.

I am grateful to you all for attending this AGM. I assume you all have received copies of the Annual Report 2015 of the Company along with Directors’ Report, Auditors’ Report together with Audited Financial Statements for your review and evaluation. Your valuable comments and suggestions will de�nitely strengthen us. We are greatly appreciative of the continued support of our valued shareholders and would look forward to continuation of the same.

I would like to carry my sincere thanks to my fellow directors for their support and cooperation. I would also like to recognize the dedication and un�inching service of the management team and sta�, that takes the Company forward .

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,

Morshed AlamChairman27 October 2015

Chairman’s Statement


FOR THE YEAR ENDED 30 JUNE 2015

Bismillahir Rahmaner Rahim

Dear Shareholders, Assalamu Alaikum,

It is a great pleasure and privilege of the Board of Directors of Bengal Windsor Thermoplastics Limited (BWTL) to present before you their report along with the Audited Financial Statements and Auditors’ Report thereon for the year ended 30 June 2015.

PRINCIPAL ACTIVITIES The Company has been carrying out the business of manufacturing and exporting of garment hangers and 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.

PRODUCTION CAPACITYBWTL presently operates with an annual standard production capacity of 160,000,000 pieces and the actual production for the year was 114,912,000 pieces. The utilization capacity is 71.82% of installed capacity.

SUBSIDIARY COMPANYBengal Petrochem and Synthetic Textiles Limited (BPSTL) will carry out the business of manufacturing and exporting Garment Hanger, Poly Bag, Sizer, Gum Tape, PVC Pad, Plastic Table Ware (Plate, Jug, Glass, Mug), Plastic Food Container, Plastic Basket, Plastic Bowel and Plastic Rack.

STATEMENT OF INTEREST IN SUBSIDIARYThe interest of BWTL on BPSTL is mentioned below:

Directors’ Report to the Shareholders

BPSTL 80 Subsidiary 7,20,00,000 Manufacturing and exporting Garment Hanger, Poly Bag, Sizer, Gum Tape, PVC Pad, Plastic Table Ware (Plate, Jug, Glass, Mug), Plastic Food Container, Plastic Basket, Plastic Bowel and Plastic Rack.

Company Name

Share Holding

(%)Relationship Investment

TakaNature of Business

Present Status

On production


INDUSTRY OUTLOOK AND POSSIBLE FUTURE DEVELOPMENT In the wake of the recovery from global �nancial recession, the export trade of Bangladesh has 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. As per Comparative Statement On Export Of Ready Made Garments of Bangladesh Garment Manufacturers and Exporters Association (BGMEA), the export earnings from garment sector of Bangladesh stood at Taka 25,491.40 Million US Dollar for the �scal year 2014-2015 from 24,491.88 Million US Dollar in the previous �scal, which was 4.08 percent higher than the export earnings for the same period of FY 2013-14. In this period export earnings from woven garments and knitwear have been increased by 5.00% and 3.13% 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 diversi�cation of goods and exploration of new export market. In the meantime, export markets have been created in Japan, Korea, South Africa and Turkey.

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

OPERATIONAL PERFORMANCE It is a great pleasure to inform you all that our Company has been sustaining pro�tability during this �nancial year 2014-15. In spite of facing di�erent hindrances, our Company has been able to maintain an impressive level of sales and production over the years. The gross turnover of Tk. 92.04 crore in 2013-14 increased to Tk. 94.21 crore showing a growth of 2.35 percent.

Besides, our strong �nancial position enabled us to take further actions in the year to ensure pro�tability based upon our current expectations. Overall, we look to the future with con�dence. Although there is a still a high degree of economic and political uncertainty, we are con�dent that in next year will be another successful year for Bengal Windsor Thermoplastics Limited. The details of Revenue, Cost of Goods Sold, Gross pro�t and Net Pro�t after Tax are given below:

DIVIDENDConsidering the Company’s pro�tability and the interest of the valued investors, the Board of Directors of the Company are pleased to recommended 10% Stock Dividend subject to the approval of the shareholders in the forthcoming Annual General Meeting.

2013 - 2014 9,20,390 6,10,310 3,10,080 2,30,605

Year Revenue Cost of Goods Sold Gross Pro�t Net Pro�t after Tax

(Figure in Thousand Taka)

2014 - 2015 9,42,019 6,12,030 3,29,989 1,99,166


FINANCIAL RESULT AND APPROPRIATION OF PROFITThe Directors of the Company are pleased to report its shareholders the �nancial results of the company for the year ended on 30 June 2015 and their recommendations for appropriation of earnings for the year under review are as follows:

EXTRA-ORDINARY GAIN OR LOSSThere is no extra-ordinary gain or loss in the �nancial statements under report.

BASIS FOR RELATED PARTY TRANSACTIONSThe detail list of the related parties with whom transactions have been taken place and their relationship for the year 2014-2015 are as follows:

SIGNIFICANT VARIANCE BETWEEN QUARTERLY AND ANNUAL FINANCIAL STATEMENTSNo signi�cant variations have occurred between quarterly and �nal �nancial results of the Company during the year under report.

(Figure in Thousand Taka)

Opening Balance 8,14,426 6,76,442

Net pro�t after Tax 1,75,386 2,28,379

Dividend Paid 61,027 90,395

Retained Earnings 9,28,786 8,14,426

Particulars 2015As on 30 June 2015

2014As on 30 June 2014

Name of Party Nature TypesAmount of

Transactions for the year (Taka)

Receivable/(Payable) as at 30 June 2014

(Taka)

Bengal Poly and Paper Sack Ltd.

Investment Investment - 7,70,00,000

Bengal Petrochem and Synthetic Textiles Ltd. Subsidiary

Investment - 7,20,00,000

IntercompanyPayable

4,65,91,087 -


Mr. Morshed Alam Chairman 04 02

Mr. Md. Jashim Uddin Vice Chairman 04 04

Mr. Humayun Kabir Managing Director 04 04

Mrs. Bilkis Nahar Director 04 02

Mrs. Arifa Kabir Director 04 03

Mr. Firoz Alam Director 04 04

Mr. Shamsul Alam Director 04 03

Mr. Saiful Alam Director 04 04

Syed Javed Iqbal Independent Director 04 03

Mr. Fayyaz Khundker Independent Director 04 04

Name of Directors Position Meeting Held Attended

BOARD SIZEThe Board of Directors of the Company is comprised of 10 (Ten) members including 2 (Two) independent directors.

CODE OF CONDUCT OF ALL BOARD MEMBERSIn compliance with the corporate governance guidelines, the Board has laid down a code of conduct of all Board members and annual compliance of the code is recorded accordingly.

BOARD MEETING AND ATTENDANCEThe Board of Directors of the Company met together 4 (Four) times for meeting during the year. The attendance record of the Directors is as follows:

The Directors who could not attend the meetings were granted leave of absence.

REMUNERATION TO DIRECTORSThe Company did not pay any remuneration to any director including independent director except board meeting attendance fee and Taka 200,000 as salary per month to Managing Director.

DIRECTORS PROPOSED FOR RE-ELECTIONMr. Morshed Alam (Chairman), Mrs. Bilkis Nahar (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 o�ered 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 noti�cation No.SEC/CMRRCD/2006158/134/ Admin /44, dated, 07 August 2012 are depicted in Annexure-C in this Annual Report.

EXTENDED OF TERM OF INDEPENDENT DIRECTORIn accordance with clause 1.2(iii) of Bangladesh Securities and Exchange Commission’s Noti�cation No. SEC/CMRRCD/2006-158/134/ admin/44, dated 07 August 2012, Syed Javed Iqbal and Mr. Fayyaz Khundker has been appointed as Independent Director of the Company by the Board of Directors, thereafter approved by the Shareholders in the 10th Annual General Meeting of the Company held on 26 December 2012. Now the Board of Directors have extended the term of their appointment for another 03 (Three) years as per clause 1.2(vi) of the same noti�cation, subject to the approval of the shareholders at The Annual General Meeting.


Reviewed and recommended to the Board the quarterly and annual �nancial statements for the year 2014-2015.Considered and recommended to the Board about appointment and remuneration of the statutory auditors of the Company.Reviewed and appraised the performance of the internal control system.Reviewed and recommended to the Board about the Internal Audit Plan and monitored the progress about the same.Reviewed and considered the report on matters as required under the BSEC Guidelines.

Syed Javed Iqbal Chairman 03 02

Mr. Firoz Alam Member 03 02

Mr. Shamsul Alam Member 03 03

Mr. Fayyaz Khundker Member 03 02

Name of Directors Position Meeting Held Attended

AUDIT COMMITTEE MEETING AND ATTENDANCEAs per stipulations of the Bangladesh Securities and Exchange Commission (BSEC) Guidelines, the Board has constituted an Audit Committee for the Company. The committee comprises of Syed Javed Iqbal, Mr. Firoz Alam, Mr. Shamsul Alam and Mr. Fayyaz Khundker of whom Mr. Fayyaz Khundker and Syed Javed Iqbal is Independent Director and Syed Javed Iqbal also the Chairman of the Committee. All the members of the Committee are non-executives Directors. Mr. Darul Awam Tuhin ACS, Company Secretary served as the Secretary to the Audit Committee. The key terms of reference of the Audit Committee during the year were as follows:

The audit committee has met four times this year and the committee members’ attendance record is disclosed below:

Mr. Fayyaz Khundker (Independent Director) has been appointed as Member of the Audit Committee by the Board of Directors on 07 July 2014.

APPOINTMENT OF AUDITORSThe directors hereby report that the existing auditors, M/s. A. Qasem & Co., Chartered Accountants, who were appointed as auditors of the company in the last Annual General Meeting of the Company has carried out the audit for the year ended 30 June 2015, will retire and being eligible o�ered themselves for reappointment as Auditors of the Company for the year 2015-2016. The Board also accepted the 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 be approved by the shareholders at the AGM.

FINANCIAL REPORTING STANDARDSThe Directors, in accordance with BSEC’s noti�cation No. SEC/CMRRCD/2006-158/134/Admin/44, dated August 07 2012 con�rms the following to the best of their knowledge: a)

b) c)

d)

e) f)

The signi�cant deviations from the last year’s operating results of the Company have been highlighted in the report and reasons thereof have been explained.

The �nancial statements prepared by the management of Company present fairly its state of a�airs, the results of its operations, cash �ows and changes in equity.Proper books of accounts of the Company have been maintained.Appropriate accounting policies have been consistently applied in preparation of the �nancial statements and that the accounting estimates are based on reasonable and prudent judgment.International Accounting Standards, as applicable in Bangladesh, have been followed in preparation of the �nancial statements and any departure there-from has been adequately disclosed.The system of internal control is sound in design and has been e�ectively implemented and monitored.There are no signi�cant doubts of the Company’s ability to continue as a going Concern.


Figure in Thousand Taka

Figure in Taka

Authorized Capital 10,00,000 10,00,000 10,00,000 10,00,000

5,40,000 5,40,000 7,00,000 7,56,000

2,32,800 2,32,800 4,65,600 4,65,600

6,38,888 7,95,011 8,79,833 9,20,390

2,15,200 2,81,502 3,22,468 3,10,080

1,77,169 2,37,723 2,85,013 2,66,837

1,69,115 1,93,503 2,38,762 2,30,605

2,70,167 4,49,341 6,70,941 8,11,211

2,12,163 3,28,156 4,45,620 6,00,634

19.45 22.94 26.24 26.89

Paid up Capital

Share Premium

Turnover

Gross Pro�t

Operating Pro�t

Net Pro�t after tax

Retained Earnings

Tangible Fixed Assets

10,50,167 12,38,739 18,36,166 21,50,385

54,000 17,136 90,395 61,026

Net Asset Value

Dividend Proposed

Net Asset Value per Share

3.56 3.38 3.16 3.05Earnings Per Share

Particulars 2011-12 2012-13 2013-14

10,00,000

7,56,000

4,65,600

9,42,019

3,29,989

2,97,827

1,99,166

9,44,595

6,59,633

28.65

20,36,025

75,600

2.57

2014-152009-10

PATTERN OF SHAREHOLDINGIn accordance with the condition of the corporate governance guidelines issued by the Bangladesh Securities and Exchange Commission (BSEC) on August 07, 2012, the shareholding pattern of the Company is disclosed in Annexure-E in this annual report.

FIXED ASSETS ADDITIONSDuring the year total additions to the �xed assets including subsidiary was Taka 113,224,716, out of which additions to factory building was Taka 25,975,242, purchase of plant and machinery was Taka 63,562,394, purchase of o�ce equipment was Taka 443,749, purchase of furniture and �xture was Taka 344,840, motor vehicles was Taka 1,702,500, purchase of Mould was Taka 4,616,715, purchase of Electrical equipment was Taka 14,966,308, purchase of IT equipment was Taka 589,850, factory equipment was Taka 1,023,118.

FIVE YEAR’S FINANCIAL HIGHLIGHTSThe key operating and �nancial data for the last �ve years are as follows:

EXPLANATION FOR DETORIORATION OF FINANCIAL RESULTYour company’s Earning Per Share (EPS) was dropped down from Tk. 3.04 to Tk. 2.57, which may arise a confusion regarding the operational e�ciency of your company. But keep trust on our managerial team who has strong dedication to contribute in our wealth maximization goal. Basically the pro�t before tax and other comprehensive income was increased by 6.24% comparing to last �nancial year. But for the cause of making provision of tax as per Bangladesh Accounting Standards - 12 and Income Tax Ordinance - 1984, it has been dropped to Tk. 2.57. The detail of the tax impact is given hereunder for your consideration:


(Figure in Taka)

Operational Performance Statement Particulars 30 June, 2015 30 June, 2014

Pro�t before tax 25,40,08,041 23,90,77,989 Percentage of pro�t before tax on sale 26.96% 25.97% Income tax expenses 5,48,41,951 84,72,644 Pro�t after tax 19,91,66,090 23,06,05,345 Pro�t attributable to shareholders’ 19,44,10,223 23,01,60,058 Number of shares 7,56,00,000 7,56,00,000 EPS (with tax impact) 2.57 3.04 EPS (without tax impact) 3.36 3.16

CONTRIBUTION TO THE NATIONAL EXCHEQUERDuring the year under review, our Company paid Tk. 5,48,41,951 to the national exchequer in the form of corporate income tax, customs duties and value added tax.

CORPORATE GOVERNANCE Corporate Governance is the practice of good citizenship, through which the Company is governed by the Board, for inspiring con�dence of all stakeholders. We have the pleasure to con�rm that the Company has meanwhile complied with all the necessary guidelines under BSEC Noti�cation No. SEC/CMRRCD/2006-158/134/Admin/44, dated 7 August 2012. The compliance report along with the necessary remarks/disclosures is appended in this Annual Report of the Company for the year 2014-2015 (Annexure- F). Further, a Certi�cate of Corporate Governance Compliance required under the said Guidelines, as provided by M/S Itrat Hossain & Associates, Chartered Secretary in Practice, is also annexed to this report.

ACKNOWLEDGEMENTThe Board of Directors record with deep appreciation the performance of the management, the o�cers, stu� and workers whose relentless e�ort helped increase the productivity of the Company despite the natural and unnatural adverse factors throughout the country and the world. The Board of Directors humbly expresses its gratitude and acknowledges with satisfaction the cooperation and un�inching support it has received from various regulatory bodies and �nancial institutions.

For and on behalf of the Board of Directors,

_____________Morshed AlamChairman27 October 2015


ANNEXURE-A

MD/CFO’S DECLARATION TO THE BOARD

27 October 2015

To The Board of DirectorsBengal Windsor Thermoplastics LimitedHead O�ce, Bengal House75 Gulshan Avenue, Gulshan-1Dhaka

Subject: Certi�cation of Managing Director and Chief Financial O�cer (CFO) to the Board.

In terms of the Noti�cation of Bangladesh Securities and Exchange Commission (BSEC) bearing No. SEC/CMRRCD/2006-158/134/Admin/44, dated 07 August 2012, we, the undersigned Managing Director and Chief Financial O�cer (CFO) do hereby certify that we have reviewed the �nancial statements for the year ended 30 June 2014 of Bengal Windsor Thermoplastics Limited (BWTL) and to the best of our knowledge and belief:

i)

ii)

H. S. Sarwar FCA Humayun KabirChief Financial O�cer (CFO) Managing Director

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

(b) these statements together present a true and fair view of the company’s a�airs and are in compliance with existing accounting standards and applicable laws.

no transactions entered into by the company during the year which are fraudulent, illegal or violation of the company’s code of conduct.


Value Added Statement (FY: 2014-2015)Salaries and Allowances

WPPF

Board Meeting Attendence Fee

Interest to Bank and Other Lenders

Dividend

Corporate tax

Depreciation and Amortization

Retained Profit

Value Added Statement (FY: 2013-2014)Salaries and Allowances

WPPF

Board Meeting Attendence Fee

Interest to Bank and Other Lenders

Dividend

Corporate tax

Depreciation and Amortization

Retained Profit

ANNEXURE-B VALUE ADDED STATEMENT

Revenue Other Income Including Interest IncomeCost of Sales excluding depreciationOther Operating Expense excluding depreciationTotal Value AddedDistribution of Added ValueTo Employees and ManagementSalaries and AllowancesWPPFBoard Meeting Attendence FeeTo Providers of CapitalInterest to Bank and Other LendersDividend (Paid/Proposed)To GovernmentCorporate tax

Retained for Reinvestment & Future GrowthDepreciation and AmortizationRetained Pro�t

94,20,19,1441,22,09,677

(53,72,31,609)(2,00,26,641)

39,69,70,571

4,50,05,0163,22,16,5941,23,15,922

4,72,50011,55,39,220

3,99,39,2207,56,00,000

5,48,41,951

18,15,84,3845,42,44,494

12,73,39,890

100.00

11.348.123.100.12

29.1110.0619.04

13.82

45.7413.6632.08

100.00

44.296.923.650.06

13.3417.84

2.48

55.7115.0540.66

92,03,90,0993,08,09,615

(57,57,98,647)(3,33,40,022)

34,20,61,045

3,63,72,0522,36,84,4361,24,90,116

1,97,50010,66,44,780

4,56,17,8686,10,26,912

84,72,644

19,05,71,5695,14,82,546

13,90,89,022

34,20,61,045 100.00 100.00 37,13,46,847

Value Added BDT

2014-15 2013-14 % BDT %

32.08%

40.66%

40.66%

17.84%

13.32%

2.48%

0.06%6.92% 3.65%

8.12% 3.10% 0.12%10.06%

19.04%

13.82%13.66%


ANNEXURE-CINFORMATION OF DIRECTORS PROPOSED FOR RE-ELECTION

1

2

3

Directorship status of the aforesaid directors

Bengal Poly and Paper Sack Limited Chairman Director Director

Chairman Director Director


Chairman Director Managing Director

Chairman - Director

Chairman - Director



Chairman - Director


Chairman Director -


Chairman Director -

Chairman - -

Chairman - -

Chairman - Director



Director Director Director

National Television Limited (Rtv)

Bengal Plastics Limited

Bengal Adhesive & Chemical Products Ltd.

Bengal Flexipak Limited

Bengal Polymer Wares Ltd.

Bengal Plastic Pipes Ltd.Bengal Petrochem and Synthetic Textiles Ltd.

Romania Food and Beverage Ltd.

Bengal Renewable Energy Ltd.

Power Utility Bangladesh Ltd.

Bengal Concept and Holding Ltd.

Bengal Corrugated Carton Industries Ltd.

Bengal Overseas Corporation Ltd.

Hamilton Metal Corporation Ltd.

Bengal Feed & Fisheries Ltd.

Bengal Hotels and Resorts Ltd.

Romania Agrovet Limited

Bengal Television Limited

Name of Concern company Mr. Morshed Alam Mrs. Bilkis Nahar Mr. Shamsul Alam

Mr. Morshed Alam:Mr. Morshed Alam is one of the most renowned and widely known businessperson and industrial entrepreneur of the Country. He is also the Chairman of National Television Limited (Rtv) and National Life Insurance Ltd. As recognition of his contribution to the economy of the Country, he was awarded Commercially Important Person (CIP) in 1996, 1997, 2001, 2009, 2010 and 2012. He received the Prime Minister’s National Export Trophy-Silver during the �nancial year 1997-1998 and Gold during the �nancial year 2000-2001. Mr. Alam has completed Bachelor of Commerce and has more than 43 years experience in business. His technical expertise is in the arena of plastic chemicals and cast polyester technology.

Mrs. Bilkis Nahar:Mrs. Bilkis Nahar is a reputed businesswomen. She is also a director of National Television Ltd. (Rtv). She bene�ts the Company in both the implementation and operational stages. She has completed Bachelor of Commerce and has almost 43 years business experience.

Mr. Shamsul Alam: Mr. Shamsul Alam has versatile professional experience and has visited Far East, India, Europe, and USA in professional connection. He received BBA from Dhaka University. He is a very creative entrepreneur and presence excellent business background.


INFORMATION OF INDEPENDENT DIRECTORS

1

2

Syed Javed Iqbal:Syed Javed Iqbal, MBA, (Major in Finance) started his career in 1985 as a banker with the erstwhile Bank of Credit and Commerce International Limited (Renamed Eastern Bank Limited). Later, upon completion of his MBA at the Assumption University, Thailand, he became a full-time lecturer at the same university and taught Managerial Accounting, Corporate Finance and Business English. In 1994, he returned to Bangladesh and joined Industrial Promotion and Development Company of Bangladesh Ltd. (IPDC). He became the General Manager and Head of Investments at IPDC and successfully completed many �nancial deals including large �nancial syndication and introducing for the �rst time in Bangladesh ‘cumulative redeemable preference share’. In 2002, he left IPDC and joined Khulna Power Company Ltd, (KPCL) and became the Vice President & Chief Operating O�cer. After that Mr Iqbal left KPCL and started his own business. Currently, Mr. Iqbal is the Chairman of Silver Sand Realty Ltd. and Director of RZ Power Ltd. and Dipon Consultancy Services Ltd.

Mr. Fayyaz Khundker:Mr. Fayyaz Khundker has completed his MBA from IBA, Dhaka University. He has very wide and versatile knowledge on Marketing. In his long career he served in Shaw Wallace Bangladesh Limited, James Finlay PLC, P&O Nedlloyd Bangladesh Limited, Maersk Bangladesh Limited. Currently he holds the post of Director (Sales and Marketing) in NYK Line (Bangladesh) Ltd. He has attended various Training & Seminars on Shipping and Logistics in home and abroad. He has visited in United Kingdom, Germany, Netherlands, Italy, Belgium, France, Denmark, India, Sri Lanka, Thailand, Hong Kong, Singapore & UAE for business purpose. He is also the member of Kurmitola Golf Club, Dhaka and Chittagong Club Limited, Chittagong.


ANNEXURE-D

AUDIT COMMITTEE REPORTFOR THE YEAR ENDED 30 JUNE 2015

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 �nancial statements re�ect true and fair view of the state of a�airs 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 Member Mr. Fayyaz Khundker Member Mr. Darul Awam Tuhin ACS Secretary

The scope of Audit Committee was de�ned as under:

a)

b)

c)d)

e)

f)

Activities carried out during the year

Syed Javed IqbalChairmanAudit CommitteeDate: 27 October 2015

Review and recommend to the Board to approve the quarterly, half-yearly and annual �nancial statements prepared for statutory purpose;Monitor and oversee choice of accounting policies and principles, internal control risk management process, auditing matter, hiring and performance of external auditors;Review statement of signi�cant related party transactions submitted by the management;Carry on a supervision role to safeguard the systems of governance and independence of statutory auditors; Review and consider the report of internal auditors and statutory auditors’ observations on internal control; andOversee hiring and performance of external auditors.

The committee reviewed the integrity of the quarterly and annual �nancial statements and recommended to the Board for consideration. The committee had overseen, reviewed and approved the procedure and task of the internal audit, �nancial report preparation and the external audit reports. The committee found adequate arrangement to present a true and fair view of the activities and the �nancial status of the company and didn’t �nd any material deviation, discrepancies or any adverse �nding/observation in the areas of reporting.


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

iii. Chief Executive O�cer, Chief Financial O�cer, Company Secretary, Head of Internal Audit and their Spouses and Minor Children:

- Nill -

iv. Executives: - Nill -

ii. Directors:

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

Mr. Morshed Alam Chairman 84,45,600 11.17

Mr. Md. Jashim Uddin Vice Chairman 49,68,000 6.57

Mr. Morshed Alam Chairman 84,45,600 11.17

Ms. Arifa Kabir Director 2,29,23,360 30.32

Mr. Humayun Kabir Managing Director 24,84,000 3.29

Ms. Bilkis Nahar Director 24,84,000 3.29

Ms. Arifa Kabir Director 2,29,23,360 30.32

Mr. Firoz Alam Director 19,87,200 2.63

Mr. Shamsul Alam Director 19,87,200 2.63

Mr. Saiful Alam Director 19,87,200 2.63

Syed Javed Iqbal Independent Director Nill -

Mr. Fayyaz Khundker Independent Director Nill -

Name of the Shareholders Status Shares held %

ANNEXURE-E

PATTERN OF SHAREHOLDING AS ON 30 JUNE 2015


ANNEXURE-F

Corporate Governance Compliance ReportStatus of compliance with the conditions imposed by the Bangladesh Securities and Exchange Commission’s Noti�cation 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 Status Remarks

Complied Not Complied

Board of Directors:Board’s Size: The number of the Board members of the Company shall not be less than 5 (Five) and more than 20 (twenty).1.1

At least one �fth (1/5) of the total number of Directors in the Company’s Board shall be Independent Directors.1.2 (i)

Independent Director does not hold any share or holds less than 1% shares of the total paid-up capital;1.2 (ii) a)

Does not have any other relationship, whether pecuniary or otherwise, with the Company or its subsidiary/associated companies;

1.2 (ii) c)

Independent Director is not a member, Director or o�cer of any Stock Exchange;1.2 (ii) d)

Independent Director is not a shareholder, Director or o�cer of any member of Stock Exchange or an intermediary of the capital market;1.2 (ii) e)

Independent Director shall not be an Independent Director in more than 3 (three) listed companies;1.2 (ii) g)

Independent Director has not been convicted for a criminal o�ence involving moral turpitude.1.2 (ii) i)

The Independent Director(s) shall be appointed by the Board of Directors and approved by the shareholders in the AGM.1.2 (iii)

The Post of Independent Director(s) can not remain vacant for more than 90 (ninety) days.1.2 (iv)

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

The tenure of o�ce of an Independent Director shall be for a period of 3 (three) years, which may be extended for 1 (one) term only.1.2 (vi)

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

1.2 (ii) h)

Independent Director shall be a knowledgeable individual with integrity who is able to ensure compliance with �nancial, regulatory and corporate laws and can make meaningful contribution to business.

1.3 (i)

Independent Director should be a Business Leader/Corporate Leader/Bureaucrat/ University Teacher with Economics or Business Studies or Law background/ Professionals like Chartered Accountants, Cost & Management Accountants, Chartered Secretaries. The Independent Director must have at least 12 (twelve) years of corporate management/professional experiences.

1.3 (ii)

Independent Director is not a partner or an executive or was not a partner or an executive during the preceding 3 (three) years of any statutory audit �rm;

1.2 (ii) f)

Independent Director or his family members are not connected with the Company's any sponsor or Director or Shareholder who holds 1% or more shares;

1.2 (ii) b)

1.0

Independent Director:1.2

Quali�cation of Independent Directors:1.3

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Condition No.



The positions of the Chairman of the Board and the Chief Executive O�cer of the companies shall be �lled by di�erent individuals. The Chairman of the company shall be elected from among the directors of the company. The Board of Directors shall clearly de�ne respective roles and responsibilities of the Chairman and the Chief Executive O�cer.

1.3 (iii)

Industrial outlook and possible future developments in the Industry.1.5 (i)Segment-wise or product-wise performance.1.5 (ii)Risks and concerns.1.5 (iii)

No Declaration of Dividend.1.5 (xix)

Discussion on continuity of any Extra-Ordinary gain or loss.1.5 (v)

Key operating and �nancial data of at least preceding 5 (Five) years shall be summarized.1.5 (xviii)

The number of Board meetings held during the year and attendance by each Director shall be disclosed.1.5 (xx)

Remuneration to Directors including Independent Directors.1.5 (x)

Discussion on Cost of Goods sold, Gross Pro�t Margin and Net Pro�t Margin.1.5 (iv)

Basis for related party transactions- a statement of all related party transactions should be disclosed in the annual report. 1.5 (vi)

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

Proper books of account of the issuer Company have been maintained.1.5 (xii)

The system of internal control is sound in design and has been e�ectively implemented and monitored.1.5 (xv)

Signi�cant deviations from the last year’s operating results of the issuer Company shall be highlighted and the reasons thereof should be explained.

1.5 (xvii)

An explanation if the �nancial results deteriorate after the company goes for Initial Public O�ering (IPO), Repeat Public O�ering (RPO), Rights O�er, Direct Listing, etc.

1.5 (viii)

If signi�cant variance occurs between Quarterly Financial performance and Annual Financial Statements the management shall explain about the variance on their Annual Report.

1.5 (ix)

Appropriate accounting policies have been consistently applied in preparation of the �nancial statements and that the accounting estimates are based on reasonable and prudent judgment.

1.5 (xiii)

There are no signi�cant doubts upon the issuer Company's ability to continue as a going concern. If the issuer Company is not considered to be a going concern, the fact along with reasons thereof should be disclosed.

1.5 (xvi)

The �nancial statements prepared by the management of the issuer Company present fairly its state of a�airs, the result of its operations, cash �ows and changes in equity.

1.5 (xi)

International Accounting Standards (IAS)/Bangladesh Accounting Standards (BAS)/ International Financial Reporting Standards (IFRS)/Bangladesh Financial Reporting Standards (BFRS), as applicable in Bangladesh, have been followed in preparation of the �nancial statements and any departure there-from has been adequately disclosed.

1.5 (xiv)

1.4

Director’s Report to the Shareholders:1.5

In special cases the above quali�cations may be relaxed subject to prior approval of the Commission. √

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N/A



Condition No.



Executives;1.5 (xxi) c)

A brief resume of the Director;1.5 (xxii) a)Nature of his/her expertise in speci�c functional areas;1.5 (xxii) b)

Casual vacancy in Audit Committee shall be Filled by the Board.3.1 (iv)The Company secretary shall act as the secretary of the Committee.3.1 (v)

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

Shareholders holding ten percent (10%) or more voting interest in the Company (name wise details).1.5 (xxi) d)

Names of companies in which the person also holds the Directorship and the membership of committees of the Board.1.5 (xxii) c)

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

The Company shall have an Audit Committee as a sub-committee of the Board of Directors.3 (i)

The Audit Committee shall be responsible to the Board of Directors. The duties of the Audit Committee shall be clearly set forth in writing.3 (iii)

The Audit Committee shall be composed of at least 3 (three) members.3.1 (i)

The quorum of the Audit Committee meeting shall not constitute without at least 1 (one) Independent Director.3.1 (vi)

In case of the appointment/re-appointment of a Director the Company shall disclose the following information to the shareholders:-

1.5 (xxii)

The Board of Directors shall appoint members of the Audit Committee who shall be Directors of the Company and shall include at least 1 (one) Independent Director.

3.1 (ii)

The pattern of shareholding shall be reported to disclose the aggregate number of shares (along with name wise details where stated below) held by:-

1.5 (xxi)

Directors, Chief Executive O�cer, Company Secretary, Chief Financial O�cer, Head of Internal Audit and their spouses and minor children (name wise details);

1.5 (xxi) b)

All members of the Audit Committee should be “�nancially literate” and at least 1 (one) member shall have accounting or related �nancial management experience. The term “Financially literate” means the ability to read and understand the �nancial statements i.e. Balance Sheet, Income Statement and Cash Flow Statement and a person will be considered to have accounting or related �nancial management expertise if (s)he possesses professional quali�cation or Accounting/�nance graduate with at least 12 (twelve) years of corporate management/professional experiences.

3.1 (iii)

The Company shall appoint a Chief Financial O�cer (CFO), a Head of Internal Audit (internal Control and Compliance) and a Company Secretary (CS). The Board of Directors should clearly de�ne respective roles, responsibilities and duties of CFO, the Head of Internal Audit and the CS.

2.1

The Audit Committee shall assist the Board of Directors in ensuring that the �nancial statements re�ect true and fair view of the state of a�airs of the Company and in ensuring a good monitoring system within the business.

3 (ii)

Audit Committee:3.0

Constitution of the audit committee:3.1

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Condition No.



Oversee the �nancial reporting process.3.3 (i)Monitor choice of accounting policies and principles.3.3 (ii)Monitor Internal Control Risk management process.3.3 (iii)Oversee hiring and performance of external auditors.3.3 (iv)

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

Activities of Audit Committee3.4.1 (i)Con�icts of interests;3.4.1 (ii) a)

Chairman of the audit committee shall remain present in the Annual General Meeting (AGM).3.2 (ii)

Review along with the management, the annual �nancial statements before submission to the Board for approval.3.3 (v)

Review along with the management, the quarterly and half yearly �nancial statements before submission to the Board for approval.3.3 (vi)

Review statement of signi�cant related party transactions submitted by the management.3.3 (viii)

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

Will report any suspected or presumed fraud or irregularity or material defect in the internal control system to the Board;3.4.1 (ii) b)

Will report any suspected infringement of laws, including securities related laws rules and regulations to the Board;3.4.1 (ii) c)

Will report any other matter which shall be disclosed to the Board of Directors immediately.3.4.1 (ii) d)

The Board of Directors shall select 1 (one) member of the Audit Committee to be Chairman of the Audit Committee, who shall be an Independent Director.

3.2 (i)

Reporting to the Authorities: If the Audit Committee has reported to the Board of Directors about anything which has material impact on the �nancial condition and results of operation and has discussed with the Board of Directors and the management that any recti�cation is necessary and if the Audit Committee �nds that such recti�cation has been unreasonably ignored, the Audit Committee shall report such �nding to the Commission, upon reporting of such matters to the Board of Directors for three times or completion of a period of 6 (six) months from the date of �rst reporting to the Board of Directors, whichever is earlier.

3.4.2

Reporting to the Shareholders and general investors: report on activities carried out by the Audit Committee, including any report made to the Board of Directors under condition 3.4.1 (ii) above during the year, shall be signed by the Chairman of the Audit Committee and disclosed in the annual report of the issuer Company.

3.5

When money is raised through Initial Public O�ering IPO)/Repeat Public O�ering (RPO)/Rights Issue the Company shall disclose to the Audit Committee about the uses/applications of funds by major category (capital expenditure, sales and marketing expenses, working capital, etc), on a quarterly basis, as a part of their quarterly declaration of �nancial results. Further, on an annual basis, the Company shall prepare a statement of funds utilized for the purposes other than those stated in the o�er document/ prospectus.

3.3 (x)

Role of Audit Committee:3.3

Reporting of the Audit Committee:3.4Reporting to the Board of Directors:3.4.1

Chairman of the Audit Committee:3.2

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Condition No.



Non-engagement of External/Statutory Auditors:4

Subsidiary Company:5

Reporting and Compliance of Corporate Governance:7

Duties of Chief Executive O�cer (CEO) and Chief Financial O�cer (CFO):6

Appraisal or valuation services or fairness opinions.4 (i)Financial information systems design and implementation.4 (ii)

Broker-dealer services.4 (iv)Actuarial services.4 (v)Internal audit services.4 (vi)Any other Service that the Audit Committee determines.4 (vii)

Book-keeping or other services related to the accounting records or �nancial statements.4 (iii)

Audit/certi�cation services on compliance of corporate governance as required under clause (i) of condition No. 7.4 (ix)

Provisions relating to the composition of the Board of Directors of the holding Company shall be made applicable to the composition of the Board of Directors of the subsidiary Company.

5 (i)

At least 1 (one) Independent Director on the Board of Directors of the holding Company shall be a Director on the Board of Directors of the subsidiary Company.

5 (ii)

The minutes of the Board meeting of the subsidiary Company shall be placed for review at the following Board meeting of the holding Company.

5 (iii)

The minutes of the respective Board meeting of the holding Company shall state that they have reviewed the a�airs of the subsidiary Company also.

5 (iv)

The Audit Committee of the holding Company shall also review the �nancial statements, in particular the investments made by the subsidiary Company.

5 (v)

There are, to the best of knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violation of the Company’s code of conduct.

6 (ii)

The Directors of the Company shall state, in accordance with the Annexure attached, in the Directors' report whether the Company has complied with these conditions.

7 (ii)

No partner or employees of the external audit �rms shall possess any share of the Company they audit at least during the tenure of their audit assignment of that Company.

4 (viii)

The CEO and CFO will certify to the Board that they have reviewed the �nancial statements and believe that these statements do not contain any materially untrue statement or omit any material fact or contain statements that might untrue statement or omit any material fact or contain statements that might be misleading;

6 (i) a)

The CEO and CFO will certify to the Board that they have reviewed the �nancial statements and believe that these statements together present a true and fair view of the Company’s a�airs and are in compliance with existing accounting standards and applicable laws.

6 (i) b)

The Company shall obtain a certi�cate from a Professional Chartered Secretary /Accountant (Chartered Accountant/Cost & Management Accountant/Chartered Secretary) regarding compliance of conditions of Corporate Governance Guidelines of the Commission and shall send the same to the shareholders along with the Annual Report on a yearly basis.

7 (i)

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ANNEXURE-G


FinancialReport

Auditors' Report&

Audited Financial StatementsBengal Windsor Thermoplastics Limited

and its Subsidiaryfor the year ended 30 June 2015


We have audited the accompanying consolidated �nancial statements of Bengal Windsor Thermoplastics Ltd., which comprise the consolidated statement of �nancial position as at 30 June 2015, and the consolidated statement of pro�t or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash �ows for the year then ended, and a summary of signi�cant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated �nancial statements in accordance with Bangladesh Financial Reporting Standards (BFRS) and for such internal control as management determines is necessary to enable the preparation of consolidated �nancial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated �nancial statements based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated �nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated �nancial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated �nancial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the consolidated �nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the e�ectiveness 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 consolidated �nancial statements.

We believe that the audit evidence we have obtained is su�cient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated �nancial statements present fairly, in all material respects, the �nancial position of Bengal Windsor Thermoplastics Ltd. as at 30 June 2015 and its �nancial performance and its cash �ows for the year then ended in accordance with Bangladesh Financial Reporting Standards (BFRS), and comply with the Companies Act 1994, the Securities and Exchange Rules 1987 and other applicable laws and regulations.We also report that:

a.

b.

c.

d.

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 veri�cation thereof;

In our opinion, proper books of account as required by law have been kept by the Company so far as it appeared from our examination of those books;

The �nancial statements dealt with by the report are in agreement with the books of account and returns; and

The expenditure incurred and payments made were for the purposes of the Companies' business.

Auditors' Report

To the Shareholders of Bengal Windsor Thermoplastics Ltd.

Dated, Dhaka27 October 2015

A. Qasem & Co.Chartered Accountants


Consolidated Statement of Financial Position

_________________ _________________ _________________Managing Director Director Company Secretary

Signed in terms of our report of even date annexed.



Bengal Windsor Thermoplastics Limited and its SubsidiaryConsolidated Statement of Financial Position

As at 30 June 2015

AssetsNon-current assetsProperty, plant and equipmentIntangible assetsLeasehold assetsInvestment in shares

Current AssetsInventoriesTrade and other receivablesAdvance, deposits and prepaymentsInvestment in FDRCash and cash equivalents

Total assets

Equity and Liabilities

Equity attributable to owners of the parentShare capitalShare premiumRetained earnings

Non - controlling interests

Non-current liabilitiesGratuityLong term loanDeferred tax liability

Current liabilitiesShort term loanTrade and other payablesProvision for expensesPayable to IPO applicants

Total equity and liabilities

Net asset value per share (NAVPS)

The accompanying notes form an integral part of these �nancial statements.

2015 2014Notes Taka Taka

4A 659,632,712 600,633,740 5A 150,000 168,750 6A - - 7A 77,000,000 77,000,000

736,782,712 677,802,490

9A 411,588,955 402,269,820 10A 610,137,359 438,073,700 11A 929,697,237 678,800,281 12A 100,000,000 100,000,000 13A 8,597,543 9,589,997

2,060,021,094 1,628,733,798

2,796,803,806 2,306,536,288

14A 756,000,000 756,000,000 15A 465,600,000 465,600,000 16A 944,594,760 811,211,449

2,166,194,760 2,032,811,449

17A 21,952,238 17,196,371 2,188,146,998 2,050,007,820

18A 8,606,741 4,832,942 19A 108,664,102 40,097,585 20 29,469,608 -

146,740,451 44,930,527

21A 338,390,609 161,568,138 22A 53,098,727 9,135,219 23A 65,557,753 35,990,871 24A 4,869,268 4,903,713

461,916,357 211,597,941

2,796,803,806 2,306,536,288

34A 28.65 26.89

As at 30 June,


Bengal Windsor Thermoplastics Limited and its SubsidiaryConsolidated Statement of Pro�t or Loss and Other Comprehensive Income

For the year ended 30 June 2015

Consolidated Statement of Comprehensive Income






Revenue 25A 942,019,144 920,390,099

Cost of goods sold 26A (612,030,297) (610,309,923)

Gross pro�t 329,988,847 310,080,176

Administrative expenses 27A (23,277,475) (29,791,585)

Selling & distribution expenses 28A (8,884,067) (13,451,575)

Operating pro�t 297,827,305 266,837,016

Other income 29A 12,209,677 30,809,615

Financial expenses 30A (39,939,220) (45,617,869)

Pro�t before provision and tax 270,097,762 252,028,762

Gratuity provision (3,773,799) (460,657)

Workers' pro�t participation fund (12,315,922) (12,490,116)

Pro�t before income tax 254,008,041 239,077,989

Income tax expenses 31 (54,841,951) (8,472,644)

Current tax (25,372,342) (8,472,644)

Deferred tax (29,469,609) -

Pro�t after tax 199,166,090 230,605,345

Other comprehensive income - -

Total comprehensive income for the year 199,166,090 230,605,345

Attributable to:Owners of the parent 194,410,223 230,160,058 Non - controlling interests 4,755,867 445,287 Total comprehensive income for the year 199,166,090 230,605,345

Basic EPS 32A 2.57 3.04



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Bengal Windsor Thermoplastics Limited and its SubsidiaryConsolidated Statement of Cash Flows


Consolidated Statement of Cash Flows


Dated, Dhaka A. Qasem & Co.27 October 2015 Chartered Accountants


2015 2014Taka Taka

For the year ended

Cash �ows from operating activities:

Collection from customers 78,72,27,529 90,35,83,754 Payment for goods and services (78,93,74,228) (60,40,36,767) Other operating expenses (2,83,80,834) (11,10,52,043) Cash generated from operation (3,05,27,534) 18,84,94,945

Income tax paid (33,51,187) (1,36,49,626) WPPF paid (1,24,90,116) (1,32,79,316) Net cash �ows from operating activities (4,63,68,836) 16,15,66,003

Cash �ows from investing activities:

Acquisition of property, plant and equipment (11,32,24,716) (20,66,64,688) Encashment of FDR - 16,99,50,000 Interest income from FDR & IPO 1,34,95,119 2,60,45,779 Net cash used in investing activities (9,97,29,597) (1,06,68,909)

Cash �ows from �nancing activities:

Net �nance lease payment - (1,08,46,849) Dividend paid (5,96,07,874) (3,37,63,375) Repayment to IPO applicant (34,445) (45,26,571) Short term loan 17,68,22,471 (2,21,11,536) Long term loan 6,85,66,517 (20,19,61,012) Finance cost (4,06,40,687) (4,19,57,389) Net cash used in �nancing activities 14,51,05,982 (31,51,66,731)

Net (decrease) in cash and cash equivalents for the year (9,92,452) (16,42,69,638) Cash and cash equivalents at the beginning of the year 95,89,997 17,38,59,635 Cash and cash equivalents at the end of the year 85,97,543 95,89,997


Bengal Windsor Thermoplastics LimitedStatement of Financial Position

As at 30 June 2015

Statement of Financial Position





Assets

Non-current assetsProperty, plant and equipmentIntangible assetsLeasehold assetsInvestment in sharesInvestment in subsidiary

Current assetsInventoriesTrade and other receivablesAdvance, deposits and prepaymentsInvestment in FDRCash and cash equivalents

Total assets

Equity and liabilities

Equity attributable to owners of the companyShare capitalShare premiumRetained earnings

Non-current liabilitiesGratuityLong term loanDeferred tax liability

Current liabilitiesShort term loanTrade and other payablesProvision for expensesPayable to IPO applicants

Total equity and liabilities

Net asset value per share (NAVPS)



4 46,70,26,443 50,78,81,068 5 1,50,000 1,68,750 6 - - 7 7,70,00,000 7,70,00,000 8 7,20,00,000 7,20,00,000

61,61,76,443 65,70,49,818

9 37,11,64,384 38,65,56,201 10 52,25,66,505 43,80,73,700 11 90,46,93,296 67,17,57,631 12 10,00,00,000 10,00,00,000 13 84,86,268 95,08,753

1,90,69,10,453 1,60,58,96,285

2,52,30,86,896 2,26,29,46,103

14 75,60,00,000 75,60,00,000 15 46,56,00,000 46,56,00,000 16 92,87,85,812 81,44,25,966

2,15,03,85,812 2,03,60,25,966

18 86,06,741 48,32,942 19 3,04,35,828 - 20 2,94,69,608 -

6,85,12,177 48,32,942

21 22,96,97,773 12,56,54,605 22 72,76,476 5,56,60,760 23 6,23,45,390 3,58,68,117 24 48,69,268 49,03,713

30,41,88,907 22,20,87,195

2,52,30,86,896 2,26,29,46,103

34 28.44 26.93

As at 30 June


Bengal Windsor Thermoplastics LimitedStatement of Pro�t or Loss and Other Comprehensive Income


Statement of Comprehensive Income

The accompanying notes form an integral part of these financial statements.






Revenue 25 85,44,48,290 89,67,14,309

Cost of goods sold 26 (56,33,57,207) (60,21,25,430)

Gross pro�t 291,091,083 29,45,88,879

Administrative expenses 27.1 (2,22,30,838) (2,93,88,960)

Selling & distribution expenses 28.1 (88,79,567) (1,34,46,943)

Operating pro�t 25,99,80,678 25,17,52,976

Other income 29.1 1,22,09,677 3,08,09,615

Financial expenses 30.1 (2,58,71,925) (3,27,60,265)

Pro�t before provision and tax 24,63,18,430 24,98,02,326

Gratuity provision (37,73,799) (4,60,657)

Workers' pro�t participation fund (1,23,15,922) (1,24,90,116)

Pro�t before income tax 23,02,28,709 23,68,51,553

Income tax expenses 31 (5,48,41,951) (84,72,644)

Current tax (2,53,72,342) (84,72,644)

Deferred tax (2,94,69,609) -

Pro�t after tax 17,53,86,758 22,83,78,909


Total comprehensive income for the year 17,53,86,758 22,83,78,909

Basic EPS 32.1 2.32 3.02


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Bengal Windsor Thermoplastics LimitedStatement of Cash Flows




Statement of Cash Flows


2015 2014Taka Taka

For the year ended


Collection from customers 76,88,23,088 87,99,07,964 Payment for goods and services (77,91,13,900) (69,57,46,929) Other operating expenses (2,73,83,286) (3,50,45,926) Cash generated from operation (3,76,74,098) 14,91,15,109

Income tax paid (33,51,187) (1,36,49,626) WPPF paid (1,24,90,116) (1,32,79,316) Net cash �ows from operating activities (5,35,15,401) 12,21,86,167


Acquisition of property, plant and equipment (77,25,091) (19,23,09,689) FDR encashment - 16,99,50,000 Interest income from FDR & IPO 1,34,95,119 2,60,45,779 Net cash used in investing activities 57,70,028 36,86,090


Finance lease - (1,08,46,849) Dividend paid (5,96,07,874) (3,37,63,375) Repayment to IPO applicant (34,445) (45,26,571) Short term loan 10,40,43,168 (1,48,00,571) Long term loan 3,04,35,828 (19,63,59,765) Finance cost (2,81,13,788) (2,90,99,785) Net cash used in �nancing activities 4,67,22,889 (28,93,96,916)

Net increase/(decrease) in cash and cash equivalents for the year (10,22,484) (16,35,24,661) Cash and cash equivalents at the beginning of the year 95,08,751 17,30,33,412 Cash and cash equivalents at the end of the year 84,86,268 95,08,751


as at and for the year ended 30 June 2015

1. Reporting entity

2. Basis of preparation

2.1 Going concern assumption

2.2 Statement of compliance

2.3 Financial period

2.4 Authorization for issue

Bengal Windsor Thermoplastics Limited (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. On 14 December 2010 the company changed its name to its present name from Windsor Plastic (BD) Ltd.

At present Bengal Windsor Thermoplastics Ltd. (the "Company") is a public limited company incorporated in Bangladesh and its shares are quoted in the Dhaka and Chittagong Stock Exchanges from 24 June 2010. The address of the Company's registered o�ce is Bengal House, 75 Gulshan Avenue, Gulshan - 1, Dhaka-1212, Bangladesh.

The company manufactures and exports garment accessories (hanger and related accessories) which facilitates the export of garments to the world's largest retailers like Wal-Mart, K-Mart, Kohl's, J C Penny etc. in the USA as well as in Europe.

The Company's manufacturing unit is situated at Dhaka Export Processing Zone (DEPZ) extension area, Plot # 181-182, Savar, Dhaka.

The Directors are of the opinion that the Company is a going concern. Accordingly, �nancial statements are prepared on a going concern basis.

The �nancial statements have been prepared in accordance with the Bangladesh Accounting Standards (BAS), Bangladesh Financial Reporting Standards (BFRS), the Companies Act 1994, the Securities and Exchange Rules 1987 and other applicable laws in Bangladesh. Cash �ows from operating activities are computed under direct method as prescribed by the Securities and Exchange Rules 1987.

The Financial year of the Company covers one year from 1st July of each Gregorian calendar year to 30th June of the following year.

The �nancial statements were approved by the Board of Directors on 27 October 2015.

Notes to the Financial Statementsof Bengal Windsor Thermoplastics Ltd.


The �nancial statements have been prepared on the historical cost basis.

a. Subsidiaries

Subsidiaries are all entities (including special purpose entities) over which the group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and e�ect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. The group also assesses existence of control where it does not have more than 50% of the voting power but is able to govern the financial and operating policies by virtue of de-facto control.

De-facto control may arise in circumstances where the size of the group’s voting rights relative to the size and dispersion of holdings of other shareholders give the group the power to govern the financial and operating policies, etc.

Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are de-consolidated from the date that control ceases.

The group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of acquirer's identifiable net assets.

Acquisition-related costs are expensed as incurred.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognised in profit or loss.

Inter-company transactions, balances, income and expenses on transactions between group companies are eliminated. Profits and losses resulting from intercompany transactions that are recognised in assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

b. Changes in ownership interests in subsidiaries without change of control

Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions – that is, as transactions with the owners in their capacity as owners. The di�erence between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

2.5 Basis of measurement

2.6 Basis of consolidation


c. Disposal of subsidiaries

When the group ceases to have control any retained interest in the entity is re- measured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

These �nancial statements are prepared in Bangladesh Taka (BDT) which is the Company's functional currency. All �nancial information presented in Taka has been rounded o�.

The preparation of �nancial statements in conformity with BFRS requires management to make judgments, estimates and assumptions that a�ect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may di�er from these estimates.

Estimates and underlying assumptions are reviewed on an on going concern basis. Revision to accounting estimates are recognized in the period in which the estimates are revised and in any future periods a�ected.

Comparative information has been disclosed in respect of the year ended 30 June 2013 for all numerical information in the �nancial statements and also the narrative and descriptive information where it is relevant for understanding of the current year's �nancial statements. Certain �gures for the year ended 30 June 2013 have been rearranged wherever considered necessary, to ensure better comparability with the current year's �nancial and to comply with relevant BAS.

In compliance with BAS 1 and BAS 32, o�setting is done for a particular vendor or customer when the following conditions are met: - Each of the two parties owes the other determinable amounts. - The entity has the right to set o� against the amount owed by the other party. - The entity intends to o�set. - The right of seto� is legally enforceable.

The accounting policies set out below have been applied consistently to all periods presented in these �nancial statements.

2.7 Functional and presentational currency

2.8 Use of estimates and judgments

2.9 Comparative information

2.10 O� setting

3.0 Signi�cant accounting policies


3.1 Foreign currency

3.2 Property, plant and equipment

3.2.1 Recognition and measurement

3.2.2 Subsequent costs

3.2.3 Depreciation

Asset category Rate of depreciation Plant & machinery 5%Factory building 3%O�ce equipment 20%Furniture & �xture 10%Motor vehicles 20%Mould 10%Electrical equipment 10%IT equipment 33%Factory equipment 10%

Transactions in foreign currencies are translated to the functional currencies at an exchange rate applicable on the date of transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate prevailing at that date. Foreign exchange di�erences arising on translation are recognized in statement of comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of transactions.

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the property, plant and equipment. Property, plant and equipment under construction are stated at cost.

Buildings constructed by the Company on leasehold land are capitalized and included under the category of factory building based on work completion method.

Gains and losses on disposal of items of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognized as gain or loss.

Leasehold assets comprising of mould has been classi�ed to mould under the head of property, plant and equipment after full payment of obligation on �nance lease against the asset.

The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic bene�ts embodied within the part will �ow to the Company and its cost can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognized in statement of pro�t or loss and other comprehensive income as incurred.


3.3 Intangible assets

3.3.1 Amortization of intangible asset

3.4 Leased assets

3.5 Inventories

3.6 Impairment

3.7 Trade and other receivables

3.8 Cash and cash equivalents

An intangible asset is recognized if it is probable that the future economic bene�ts that are attributable to the asset will �ow to the entity and the cost of the assets can be measured reliably.

Software represents the value of computer application software licensed for use of the Company. Intangible assets are carried at its cost, less accumulated amortization and impairment loss (if any).

Initial cost comprises license fees paid at the time of purchase and other directly attributable expenditure that are incurred in customizing the software for its intended use.

Intangible asset is amortized using the straight line method over its useful live (Ten years).

Leases in terms of which the Company assumes substantially all the risks and rewards of ownership are classi�ed as �nance leases. Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. After full payment of the lease obligation the asset is reclassi�ed to property, plant and equipment.

Inventories are measured at the lower of cost and net realizable value. Inventories comprises of raw materials, work in process, �nished goods, stores and spares. Cost is determined on a First in First Out (FIFO) method. The cost of inventories includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. Work in process has been valued at prime cost basis with proportionate addition of factory overheads.

Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and estimated costs necessary to make the sales.

The carrying amount of non-�nancial assets, other than inventories are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated and impairment loss is recognized in the statement of comprehensive income.

Trade and other receivables are initially recognized at cost which is the fair value of the consideration given in return. After initial recognition these are carried at cost less any impairment losses due to uncollectibility of any amount so recognized.

Cash and cash equivalents comprise cash in hand and with bank which are held and available for use by the Company without any restriction and there was insigni�cant risk of changes in value of the same.


3.9 Employee bene�t

3.9.1 De�ned bene�t plan (gratuity)

3.9.2 De�ned contribution plan (provident fund)

3.9.3 Short term employee bene�ts

3.10 Financial Instruments

Equal to or above 5 years 50%Equal to or above 7 years 100%In case of dismiss of termination from services As per policy manual

Length of MembershipEntitlement to employer’s contribution andaccumulated interest thereon attributable

to the erstwhile employee’s balance Equal to or above 3 years 25%

The Company maintains both de�ned contribution plan and de�ned bene�t plan for its eligible permanent employees. The eligibility is determined according to the terms and conditions set forth in the Company policy manual.

De�ned Bene�t Plan is a retirement bene�t 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 de�ned contribution bene�t. The company has separate rules of gratuity calculation for head o�ce employees and those of factory. For head o�ce, 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 of BEPZA Act, 1980 (ACT No. XXXVI of 1980) and 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.

De�ned contribution plan is a post employment bene�t for the company’s all permanent employees. The Provident Fund, a de�ned contribution plan has not yet been as a recognized fund though. The Head O�ce 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 ful�lled:

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.

This relates to leave encashment and is measured on an undiscounted basis and expense as the related service is provided. Provision is made for the amount of annual leave encashment based on the latest basic salary. This bene�t is applicable as per service rule.

Non-derivative �nancial assets

The company initially recognizes accounts and other receivables on the date that they are originated. All other �nancial assets (including assets designated at fair value through pro�t or loss) are recognized initially on the trade date at which the company becomes a party to the contractual provisions of the instrument.


The company derecognizes a �nancial asset when the contractual rights to the cash �ows from the asset expire, or it transfers the rights to receive the contractual cash �ows on the �nancial asset in a transaction in which substantially all the risks and rewards of ownership of the �nancial asset are transferred. Any interest in transferred �nancial assets that is created or retained by the company is recognized as a separate asset or liability.

Financial assets and liabilities are o�set and the net amount presented in the statement of �nancial position when, and only when, the company has a legal right to o�set the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

Financial assets include

i) Accounts Receivable

Accounts receivable is carried at original invoice amount without making any provision for doubtful debts, because subsequently all the amount has been realized.

ii) Advances, Deposits and Prepayments

Advances are initially measured at cost. After initial recognition, advances are carried at cost less deductions, adjustments or charges to other account heads. Deposits are measured at payment value. Prepayments are initially measured at cost. After initial recognition, prepayments are carried at cost less charges to pro�t or loss account.

iii) Other receivables

Accounts and other receivable are �nancial assets with �xed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, accounts and other receivable are measured at amortized cost using the e�ective interest method, less any impairment losses.

iv) Cash and cash equivalents

Cash and cash equivalents include cash in hand and cash at banks which are held by the company without any restriction.

Non-derivative �nancial liabilities

Liabilities (including liabilities designated at fair value through pro�t or loss) are recognized initially on the trade date at which the company becomes a party to the contractual provisions of the instrument.

The company derecognizes a �nancial liability when its contractual obligations are discharged or cancelled or expired.

Financial liabilities include long term loans, short term loans, and accounts and other payables.


3.11 Provisions

3.12 Revenue recognition policy

3.12.1 Sale of goods

i) Long term and Short term loans

Principal amounts of the long term and short term loans are stated at their amortized amount. Borrowings repayable after twelve months from the date of statement of �nancial position are classi�ed as non-current liabilities whereas the portion of long term and short term loans repayable within twelve months from the date of statement of �nancial position, unpaid interest and other charges are classi�ed as current liabilities.

ii) Accounts payable

Accounts payable is carried at original invoice amount without making any provision, because subsequently all the amount has been paid.

iii) Other payables

The company recognizes a �nancial liability when its contractual obligations arising from past events are certain and the settlement of which is expected to result in an out�ow from the entity of resources embodying economic bene�ts.

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can reliably be estimated and, it is probable that an out�ow of economic bene�ts will be required to settle the obligation.

Provisions are reviewed at the end of each reporting period and adjusted to re�ect the current best estimate. If it is no longer probable that an out�ow of resources embodying economic bene�ts are required to settle the obligation, the provision are reversed.

In accordance with the guidelines as prescribed by BAS-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 out�ow of resources embodying economic bene�ts will be required to settle the obligation; andc) reliable estimates can be made of the amount of the obligation.

Revenue from sale of goods is recognized when the signi�cant risk and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and amount of revenue can be measured reliably.

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


3.12.2 Interest income

3.13 Workers' pro�t participation fund (WPPF)

3.14 Income tax

3.15 Earnings per share

3.15.1 Basic earnings per share

3.15.2 Diluted earning per share

Interest Income is derived from short-term investments and is recognized on an accrual basis.

The Company provides 5% of its pro�t before charging such expense as WPPF in accordance with the Bangladesh Labor Act, 2013.

Current tax

The company is situated in DEPZ Savar and enjoyed the tax holiday facility till August 2014. Afterward it has been making it's Income Tax Provision as per Income Tax Ordinance, 1984. The Tax Rate of the public limited company is 25% but it is under the Tax Shield of Para-28(b) of Part-A of 6th Schedule of Income Tax Ordinance, 1984, which is 12.5%.

Deferred tax

Deferred tax is recognized on di�erence between the carrying amounts of assets and liabilities in the �nancial statements and the corresponding tax bases used in the computation of taxable pro�t, and are accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all temporary di�erences and deferred tax assets are recognized to the extent that it is probable that the taxable pro�ts will be available against which deductible temporary di�erences, unused tax loses or unused tax credits can be utilized.

Deferred tax has been calculated and recognized by the company from this year as the company enjoyed tax holiday bene�t upto July, 2014.

This 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.

Basic EPS represents earnings for the year attributable to ordinary shareholders. It is calculated by dividing the pro�t or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year.

This represents earnings for the year attributable to the ordinary shareholders and the weighted average number of ordinary shares outstanding, for the e�ects of all dilutive potential ordinary shares.

As there was no preferred dividend, minority interest or extra ordinary items, the net pro�t after tax for the year has been considered as fully attributable to the ordinary shareholders.


3.16 Dividends

3.17 Related party transactions

3.18 Segment reporting

3.19 Materiality and aggregation

3.20 Events after the reporting date

Final dividend distributions to the company's shareholders are recognized as a liability in the �nancial statements in the year in which the dividends are approved by the company's shareholders at the Annual General Meeting.

Disclosures has been made in respect of the transactions in which one party has the ability to control or exercise signi�cant in�uence over the �nancial and operating policies/decisions over the other, irrespective of whether a price is charged.

No segmental reporting is applicable for the Company as required by BFRS 8: Operating Segments, as the Company operates in a single industry segment and within a single geographical segment.

Each material class of similar items is presented separately in the �nancial statements. Items of dissimilar nature or function are presented separately unless they are immaterial.

Events after the reporting date that provide additional information about the Company's position at the reporting date are re�ected in the �nancial statements. Events after the reporting date that are not adjusting events are disclosed in the notes when material.


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5


Notes 2015 2014Taka Taka

5A. Consolidated intangible assetsBengal Windsor Thermoplastics Ltd. 1,50,000 1,68,750Bengal Petrochem and Synthetic Textile Ltd. - -

1,50,000 1,68,750

5. Intangible assets

CostBalance as at 01 July 1,87,500 -Addition during the year - 1,87,500

1,87,500 1,87,500Disposal/Adjustment during the year - -Balance as at 30 June 1,87,500 1,87,500

Accumulated amortization

Balance as at 01 July 18,750 -Amortization for the year 18,750 18,750Adjusted balance as on 01 July 37,500 18,750Adjustment during the year - -Balance as at 30 June 37,500 18,750

Written down value 1,50,000 1,68,750

6A. Consolidated leasehold assets

Bengal Windsor Thermoplastics Ltd. - -Bengal Petrochem and Synthetic Textile Ltd. - -

- -

6. Leasehold assets

Mould:CostBalance as at 01 July, - 1,00,00,000 Transfer to property, plant and equipment - (1,00,00,000) Adjusted balance as on 01 July, - - Addition during the year - - Balance as at 30 June, - -

Accumulated depreciationBalance as at 01 July - 12,50,000 Transfer to property, plant and equipment - (12,50,000) Adjusted balance as on 01 July, - - Depreciation during the year - - Balance as at 30 June, -

Written down value - -

7A. Consolidated investment in shares

Bengal Windsor Thermoplastics Ltd. 7,70,00,000 7,70,00,000 Bengal Petrochem and Synthetic Textile Ltd. - -

7,70,00,000 7,70,00,000

As at 30 June


Bengal Poly & Paper Sack Ltd. (BPPSL) is a public limited company. There is no active market for the shares of BPPSL to be traded. So, these shares are measured at cost less impairment in accordance with BAS 39.

There were no inter-company sales during the �scal year 2014-2015, hence there was no unrealised pro�t for the same period.

Bengal Windsor Thermoplastics Ltd. invested 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 at 30 June

7. Investment in shares

Bengal Poly & Paper Sack Ltd. 7,70,00,000 7,70,00,000 7,70,00,000 7,70,00,000

8. Investment in subsidiary

Bengal Petrochem and Synthetic Textiles Ltd. 7,20,00,000 7,20,00,0007,20,00,000 7,20,00,000

9A. Consolidated Inventories

Raw materials 9.1A 6,35,16,450 9,31,46,743Finished goods 6,57,30,687 4,60,31,534Mat. work-in-process 1,97,95,140 2,30,18,643Goods in transit 3,69,17,595 5,53,64,385Spare parts 7,47,14,849 7,72,35,612Accessories 10,54,79,223 7,55,50,957Others 4,54,35,011 3,19,21,946

411,588,955 402,269,820Unrealised pro�t - -

411,588,955 402,269,820

9. InventoriesRaw materials 9.1 5,37,46,909 7,74,33,124Finished goods 3,62,86,072 4,60,31,534Mat. work-in-process 1,95,02,149 2,30,18,643Goods in transit 3,69,17,595 5,53,64,385Spare parts 7,37,97,425 7,72,35,612Accessories 10,54,79,223 7,55,50,957Others 4,54,35,011 3,19,21,946

37,11,64,384 38,65,56,201

9.1 Raw Material PP 28,94,181 4,169,644Material GPPS 3,07,44,027 44,292,892Material HIPS 1,52,19,079 21,926,114Material K-Resin 30,20,842 4,352,125Material color pigment 6,96,297 1,003,154Material TPR 10,22,873 1,473,652Material PS recycle 1,49,610 215,543

53,746,909 77,433,124



As at 30 June

10A. Consolidated trade and other receivables

Bengal Windsor Thermoplastics Ltd. 52,25,66,505 43,80,73,700Bengal Petrochem and Synthetic Textiles Ltd. 8,75,70,854 1,84,04,440

61,01,37,359 45,64,78,140Intercompany elimination (1,84,04,440)

61,01,37,359 43,80,73,700

10. Trade and other receivablesAccounts receivable 10.1 51,89,35,066 43,33,09,864FDR interest receivable 36,31,439 47,63,836

-

52,25,66,505 43,80,73,700

10.1 Accounts receivable

Balance as at 01 July 43,33,09,864 41,65,03,519Credit sales for the year 85,44,48,290 89,67,14,309

1,28,77,58,154 1,31,32,17,828Cash received during the year (76,88,23,088) (87,99,07,964)Balance as at 30 June 51,89,35,066 43,33,09,864

11A. Consolidated advances, deposits and pre-payments

Bengal Windsor Thermoplastics Ltd. 11 90,46,93,296 67,17,57,631Bengal Petrochem and Synthetic Textile Ltd. 11.1A

11.111.2

2,50,03,941 70,42,65092,96,97,237 67,88,00,281

11. BWTL: Advances, deposits and pre-payments

Advances 89,05,21,751 65,15,70,387Deposits 1,41,71,545 2,01,87,244

90,46,93,296 67,17,57,631

11.1 Advances:

Vinmar International Limited 11,92,912 11,92,912 Symbol Industrial Co. Ltd. 2,14,96,067 2,14,96,067 Chemom Corporation 3,16,04,902 3,16,04,902 Styrolution Korea Ltd. 96,82,739 96,82,739 Formosa Chemical & Fiber 93,88,955 93,88,955 Mainetti Bangladesh (Pvt) Ltd. 9,24,027 9,24,027 Mainetti Shaping Fashion 2,83,98,442 -Yudo Co. Ltd. 18,43,063 18,43,063 Adap S Asia Co. Ltd. 49,96,394 49,96,394 M/S Jurong Engineering's 7,65,85,129 7,65,85,129 Yuting Refrigerator Co. Ltd. 4,74,32,679 4,74,32,679 Pak Petrochemical Industries (Pvt) ltd. 40,44,265 40,44,265 Others 31,07,08,574 20,32,04,779 Advance to suppliers 20,00,46,439 10,03,48,499 Advance income tax 11.1.1 1,33,77,164 1,00,25,977 Advance against share purchase 11.1.2 12,88,00,000 12,88,00,000

89,05,21,751 65,15,70,387


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. The shares will be issued after approval from the Bangladesh Securities and Exchange Commission. Shares of Bengal Poly & Paper Sack Ltd. were issued against the advance after approval from Bangladesh Securities and Exchange in 2013-2014 and so subsequently recognized as investment for Bengal Windsor Thermoplastics Ltd. from 2013-2014.

The FDR with National Finance Ltd (BDT. 269,950,000) has been realised to pay out the long term loan and outstanding lease payments in Feb 2014. Subsequently the company has been opened a FDR amounting BDT. 100,000,000 with the same Financial Institute bearing an interest of 10.75% .


As at 30 June

11.1.1 Advance income tax

Balance as on 01 July 1,00,25,977 92,14,350Tax paid during the year 33,51,187 1,36,49,626

1,33,77,164 2,28,63,976Adjusted against �nal tax assessment (1,28,37,999)-

1,33,77,164 1,00,25,977

11.1.2 Advance against share purchaseBengal Plastic Industries Ltd. 12,88,00,000 12,88,00,000Bengal Poly & Paper Sack Ltd. - -

12,88,00,000 12,88,00,000

11.2 DepositsBEPZA For electric line purpose 7,88,039 7,88,039BEPZA for land purpose 2,30,945 2,30,945L/C margin deposits 1,31,52,561 1,91,68,260

1,41,71,545 2,01,87,244

11.1A BPSTL: Advances, deposits and pre-payments

Advance to Others 65,48,754 50,16,615 Advance -Building Construction 50,00,331 6,14,790 LC-Margin 84,71,758 9,36,000 Advance to BEPZA 33,38,997 4,75,245 Advance for Mould 16,44,100 -

2,50,03,941 70,42,650

12A. Consolidated investment in FDR

Bengal Windsor Thermoplastics Ltd. 10,00,00,000 10,00,00,000Bengal Petrochem and Synthetic Textiles Ltd. - -

10,00,00,000 10,00,00,000

12. Investment in FDRBalance as at 01 July 10,00,00,000 26,99,50,000Realised during the year (26,99,50,000)

10,00,00,000New investment during the year 10,00,00,000-

-

Balance as at 30 June 10,00,00,000 10,00,00,000



As at 30 June

13A. Consolidated cash and cash equivalents

Consolidated cash in hand 13.1A 1,20,048 3,88,948Consolidated cash at bank 13.2A 84,77,495 92,01,049

85,97,543 95,89,997

13.1A Consolidated cash in hand

Head o�ce 42,111 1,437Factory premises 77,937 3,87,511

1,20,048 3,88,948

13.2A Consolidated cash at bank

Bank accounts of Bengal Windsor Thermoplastics Ltd.

Dutch Bangla Bank- 116.110.13657 3,17,748 2,65,001NCC-STD-Gulshan -0012-0325000713 6,33,891 1,21,010NCC -CD- Gulshan -0012 0210016147 - (13,098)NCC CD-Gulshan -0012-0210003311 5,255 6,980SCB Bank BDT(01-1145646-01) - 8,44,098SCB Bank- Taka Dhaka (01-2260301-01) - -SCB Bank- Dollar Savar (01-6700802-01) 334 334SCB Bank Dollar (46-1145646-01) 60,086 4,54,989HSBC 001-161793-011-BDT - 3,095HSBC 001-161793-016-USD-Onshore - 89,811HSBC 050-000421-005 - 28,511EBL-HPA-101-4929 45,36,750 58,83,141EBL-USD-101-4939 4,20,916 4,34,957EBL-GBP-101-4950 9,600 10,461EBL-EURO-101-4961 35,958 43,797EBL-CD-101-8542 14,418 16,143MTBL - 0002-0210026816 7,63,982 8,83,825MTBL - 0002-0210028001 24,805 -MTBL - 0002-0320003070 15,38,881 -City Bank 110.1414079001 54,615 46,750

84,17,239 91,19,805Bank accounts of subsidiary:

Shahjalal Islami Bank Ltd A/C # 4030 11100000115 - 47,768Dutch Bangla Bank Ltd # 116.110.17056 3,422 1,163Bank Asia# 05633000284 13,359 32,313MTBL # 0002-0210029288 43,475 -

60,255 81,244

Consolidated cash at bank 84,77,495 92,01,049

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



As at 30 June

13. Cash and cash equivalents

Cash in hand 13.1 69,029 3,88,948Cash at bank 13.2 84,17,239 91,19,805

84,86,268 95,08,753

13.1 Cash in handHead o�ce 14,302 1,437Factory premises 54,727 387,511

69,029 388,948

13.2 Cash at bank

Dutch Bangla Bank- 116.110.13657 3,17,748 2,65,001NCC-STD-Gulshan -0012-0325000713 6,33,891 1,21,010NCC -CD- Gulshan -0012 0210016147 - (13,098)NCC CD-Gulshan -0012-0210003311 5,255 6,980SCB Bank BDT(01-1145646-01) - 8,44,098SCB Bank- Taka Dhaka (01-2260301-01) - -SCB Bank- Dollar Savar (01-6700802-01) 334 334SCB Bank Dollar (46-1145646-01) 60,086 4,54,989HSBC 001-161793-011-BDT - 3,095HSBC 001-161793-016-USD-Onshore - 89,811HSBC 050-000421-005 - 28,511EBL-HPA-101-4929 45,36,750 58,83,141EBL-USD-101-4939 4,20,916 4,34,957EBL-GBP-101-4950 9,600 10,461EBL-EURO-101-4961 35,958 43,797EBL-CD-101-8542 14,418 16,143MTBL - 0002-0210026816MTBL - 0002-0210028001MTBL - 0002-0320003070

7,63,982 8,83,825

City Bank 110.1414079001

24,805 -15,38,881 -

54,615 46,7508,417,239 9,119,805

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

14A. Consolidated share capital

Issued, subscribed and paid up:Issued paid up capital of the company Opening paid up capital: (54,000,000 ordinary shares of BDT 10 each) 54,00,00,000 54,00,00,000

Increased through IPO: (16,000,000 ordinary shares of BDT 10 each)

Increased through bonus stock issue of 8% �scal year 2012-2013: (5,600,000 ordinary shares of BDT 10 each)

Increased through bonus stock issue of 8% �scal year 2012-2013:(5,600,000 ordinary shares of BDT 10 each)

16,00,00,000 16,00,00,000

5,60,00,000 5,60,00,000

75,60,00,000 75,60,00,000

14. Share capitalAuthorised capital:100,000,000 ordinary shares of BDT 10 each 1,00,00,00,000 1,00,00,00,000Issued, subscribed and paid up:Issued paid up capital of the company Opening paid up capital: (54,000,000 ordinary shares of BDT 10 each) 54,00,00,000 54,00,00,000Increased through IPO: (16,000,000 ordinary shares of BDT 10 each) 16,00,00,000 16,00,00,000

5,60,00,000 5,60,00,000

75,60,00,000 75,60,00,000



As at 30 June

The composition of shareholders as at 30 June 2015 was:

Mr. Morshed Alam 84,45,600 11.17% 8,44,56,000 8,44,56,000Mrs. Bilkis Nahar 24,84,000 3.29% 2,48,40,000 2,48,40,000Mr. Jashim Uddin 49,68,000 6.57% 4,96,80,000 4,96,80,000Mr. Humayun Kabir 24,84,000 3.29% 2,48,40,000 2,48,40,000Ms. Arifa Kabir 2,29,23,360 30.32% 22,92,33,600 22,92,33,600Mr. Firoz Alam 19,87,200 2.63% 1,98,72,000 1,98,72,000Mr. Saiful Alam 19,87,200 2.63% 1,98,72,000 1,98,72,000Mr. Samsul Alam 19,87,200 2.63% 1,98,72,000 1,98,72,000Institutional shareholders 1,39,32,500 18.43% 13,93,25,000 13,93,25,000General public 1,44,00,940 19.05% 14,40,09,400 14,40,09,400

7,56,00,000 100% 75,60,00,000 75,60,00,000

A distribution schedule of the shares as at 30 June 2015 is given below as required by listing regulations:

No. ofholders

Total no. ofshares

TotalholdingNo. of shares

Less than 500 shares 4,971 6,19,148 0.82%500 to 5,000 shares 530 9,84,730 1.30%5,001 to 10,000 shares 93 7,15,525 0.95%10,001 to 20,000 shares 61 8,69,079 1.15%20,001 to 30,000 shares 23 5,95,355 0.79%30,001 to 40,000 shares 13 4,56,946 0.60%40,001 to 50,000 shares 11 4,83,215 0.64%50,001 to 100,000 shares 33 24,81,580 3.28%100,001 to 1,000,000 shares 51 1,44,42,967 19.10%Over 1,000,000 shares 13 5,39,51,455 71.36%Total 5,797 7,56,00,000 100%

15A. Consolidated share premium

Balance as at 30 June 46,56,00,000 46,56,00,00046,56,00,000 46,56,00,000

The company collected BDT. 15 each as premium on share during the IPO of 16,000,000 ordinary shares of BDT 10 each.

15. Share premiumBalance as at 30 June 46,56,00,000 46,56,00,000

46,56,00,000 46,56,00,000

The company collected BDT. 15 each as premium on share during the IPO of 16,000,000 ordinary shares of BDT 10 each.

16A. Consolidated retained earnings

Bengal Windsor Thermoplastics Ltd. 92,87,85,812 81,44,25,966Bengal Petrochem and Synthetic Textile Ltd.

Closing balance

80% of opening retained earnings (32,14,517) (49,95,666)1,90,23,465 17,81,14980% of current pro�t attributable to owner

94,45,94,760 81,12,11,449

Number of shares holding % of holdingsShare holders Holdings in taka Holdings in taka


The amount represents the principal along with the interest amount of term loan payable to Union Capital Ltd., Dhaka O�ce.


As at 30 June

16. Retained earnings

Balance as at 01 July 81,44,25,966 67,64,42,257Dividend paid (6,10,26,912) (9,03,95,200)

75,33,99,054 58,60,47,057Total comprehensive income transferred to retained earnings 17,53,86,758 22,83,78,909Closing balance 92,87,85,812 81,44,25,966

17A. Non controlling interest

Equity portion 1,80,00,000 1,80,00,000Retained earnings of NCI

20% of opening retained earnings (8,03,629) (12,48,917)20% of current pro�t attributable to owner 47,55,867 4,45,287

Closing balance 2,19,52,238 1,71,96,371

18A. Consolidated gratuity

Bengal Windsor Thermoplastics Ltd. 86,06,741 48,32,942Bengal Petrochem and Synthetic Textiles Ltd. - -

86,06,741 48,32,94218. Gratuity

Opening balance 48,32,942 43,72,285Provision for the year 37,73,799 4,60,657

86,06,741 48,32,942Payment - -Closing balance 86,06,741 48,32,942

19A. Consolidated long term loan

Bengal Windsor Thermoplastics Ltd:Union Capital Limited 3,04,34,828 -

Bengal Petrochem and Synthetic Textiles Ltd:Shahjalal Bank - 44,99,093Bank Asia Ltd 7,82,28,274 3,55,98,492

10,86,64,102 4,00,97,58519. Long term loan

Union Capital Limited 3,04,34,828 -

20. Deferred tax liability

Tax base

Taxable/ (deductible) temporary di�erence

Property plant and equipment 23,12,69,575 23,57,56,868 Taxable temporary di�erence 23,57,56,868

Applicable tax rate 12.5%

Total deferred tax liability 2,94,69,608

Deferred tax asset/(liability) at the beginning of the year - Deferred tax expense for the year 2,94,69,608 Deferred tax asset/ (liability) at the end of the year 2,94,69,608

2015

Partuculars

Carrying amount on

balance sheet date

467,026,443



As at 30 June

21A. Consolidated short term loan

Bank Overdraft

Bengal Windsor Thermoplastics Ltd:Standard Chartered Bank

Loan against trust receipt (LATR) 7,21,66,551 6,56,54,070LDBP/IDBP 8,65,91,003 2,50,00,535PAID/PAD 6,14,39,212 -

NCC Bank Ltd. Gulshan Branch - 3,50,00,000

SCB Bank BDT(01-1145646-01) 25,14,136 -

Union Capital Limited 69,86,871 -

Bengal Petrochem and Synthetic Textile Ltd:

Bank Asia Ltd-Upass 7,29,27,660 -Bank Asia Ltd- One year Term Loan 83,25,389 -Bank Asia Ltd 66,60,204 3,59,13,533

Bank Asia Ltd-LATR 1,48,78,544 -Bank Asia Ltd-Overdraft 59,01,039 -

33,83,90,609 16,15,68,13821. Short term loan

Standard Chartered BankLoan against trust receipt (LATR) 7,21,66,551 6,56,54,070LDBP/IDBP 8,65,91,003 2,50,00,535PAID/PAD - -UPAS 6,14,39,212 -

SCB Bank BDT(01-1145646-01) 25,14,136 -

Union Capital Limited 69,86,871 -NCC Bank Ltd. Gulshan Branch - 3,50,00,000Bank Overdraft

22,96,97,773 12,56,54,60522A. Consolidated trade and other payables

Bengal Petrochem & Synthetic Textile Ltd. - 4,65,91,087Accounts payable - service 28,50,191 7,46,698Provident fund payable 2,34,594 1,97,400Dividend payable 23,02,863 8,83,825Sales commission payable 9,05,455 3,95,995Other payables 4,68,05,624 69,11,301

5,30,98,727 5,57,26,306Intercompany elimination - (4,65,91,087)

5,30,98,727 91,35,219

22. Trade and other payables

Bengal Petrochem & Synthetic Textiles Ltd. - 4,65,91,087Accounts payable - service 28,50,192 7,46,698Provident fund payable 2,34,594 1,97,400Dividend payable 23,02,863 8,83,825Sales commission payable 9,05,455 3,95,995Other payables 9,83,372 68,45,755

72,76,476 5,56,60,760



As at 30 June

23. Provision for expenses

Salary & wages 29,82,813 23,39,360Electricity bill 24,91,298 25,10,855Water bill 37,034 34,496Audit fee payable 3,45,000 3,00,000Accrued interest 14,18,619 36,60,482Provision for tax 23.1 3,53,98,319 84,72,644TDS Payable 10,26,292 2,92,934Provision for bad debts 63,30,093 57,67,230Provision for WPPF 1,23,15,922 1,24,90,116

6,23,45,390 3,58,68,117

23.1 Provision for tax

Opening balance 84,72,644 1,28,37,999

Charged during the year 2,53,72,342 84,72,644Charged during the year 15,53,333

3,53,98,319 2,13,10,643Advance payment of corporate tax 11.1.1 - (1,28,37,999)Closing balance 3,53,98,319 84,72,644

24A. Consolidated payable to IPO applicants

Bengal Windsor Thermoplastics Ltd: 48,69,268 49,03,713Bengal Petrochem & Synthetic Textiles Ltd. - -

48,69,268 49,03,713

24. Payable to IPO applicants

Bangladeshi residents 44,02,795 44,14,500Non resident Bangladeshi 4,66,474 4,89,213

48,69,268 49,03,713

23A. Consolidated provision for expenses

Salary & wages 37,57,905 23,73,493Electricity bill 33,14,488 25,27,716

Water bill 37,034 34,496Mobile bill 4,130 -

Medical bill 13,720 11,760Audit fee payable 3,79,500 3,60,000Accrued interest 29,59,014 36,60,482Provision for tax 3,53,98,319 84,72,644TDS payable 10,39,788 2,92,934Provision for bad debts 63,30,093 57,67,230Provision for WPPF 1,23,15,922 1,24,90,116Workers' welfare fund payble 7,840 -

6,55,57,753 3,59,90,871



For the year ended 30 June

25A. Consolidated revenue

Bengal Windsor Thermoplastics Ltd: 85,44,48,290 89,67,14,309Bengal Petrochem & Synthetic Textile Ltd. 8,75,70,854 3,71,47,000Intercompany sales - (1,34,71,210)

94,20,19,144 92,03,90,099

25.1 Bengal Windsor Thermoplastics Ltd.: RevenueQuantity for 2014-15

Sale of goods 8,41,98,526 pcs 85,44,48,290 89,67,14,30985,44,48,290 89,67,14,309

26A. Consolidated cost of goods sold

Bengal Windsor Thermoplastics Ltd: 56,33,57,207 60,21,25,430Bengal Petrochem & Synthetic Textile Ltd. 4,86,73,090 2,16,55,703Intercompany sales elimination - (1,34,71,210)Unrealised pro�t adjustment - -

61,20,30,297 61,03,09,923

26.1 Bengal Windsor Thermoplastics Ltd.: Cost of goods sold

Raw material consumed 26.1.1 41,68,08,867 46,49,87,154Other direct expenses 1,37,88,340 47,60,919Prime cost 43,05,97,207 46,97,48,073Factory overhead 26.1.2 11,94,98,044 11,39,77,686Cost of production 55,00,95,251 58,37,25,759Opening stock of work in process 2,30,18,643 2,56,330Closing stock of work in process (1,95,02,149) (2,30,18,643)Cost of goods manufactured 55,36,11,745 56,09,63,446Opening stock of �nished goods 4,60,31,534 8,71,93,518Closing stock of �nished goods (3,62,86,072) (4,60,31,534)

56,33,57,207 60,21,25,43026.1.1 Raw material consumed

Opening stock 7,74,33,124 13,73,47,933Raw material purchased 39,31,22,652 40,50,72,345Closing stock (5,37,46,909) (7,74,33,124)

41,68,08,867 46,49,87,154

26.1.2 Factory overhead

Spare parts consumed 1,50,99,983 1,98,48,593Salary & allowances 1,99,39,854 1,52,44,706EPZ rental expenses 6,90,514 6,90,845Insurance premium expenses 67,900 5,58,452Electricity bill 3,22,40,623 2,62,64,220Water bill 5,47,770 3,76,484Fuel, oil & lubricants 7,62,372 7,69,100Entertainment 6,84,961 5,12,018Repair & maintenance 3,08,364 7,32,812Security services 6,63,862 5,06,526Other factory overheads 16,71,590 14,43,212Depreciation 4,68,20,251 4,70,30,718

11,94,98,044 11,39,77,686

25.2 Bengal Petrochem and Synthetic Textiles Ltd.: RevenueQuantity for 2014-15

Sale of goods 8,41,98,526 pcs 8,75,70,854 3,71,47,0008,75,70,854 3,71,47,000




27A. Consolidated administrative expenses

Bengal Windsor Thermoplastics Ltd: 27.1 2,22,30,838 2,93,88,960Bengal Petrochem & Synthetic Textiles Ltd. 27.2 10,46,637 4,02,625Total consolidated expenses 2,32,77,475 2,97,91,585

27.1 Bengal Windsor Thermoplastics Ltd: Administrative ExpenseDirector's remuneration 24,00,000 12,00,000Board attendance fee 2,62,500 1,97,500Salaries and allowances 94,81,914 77,33,496Printing, stationery & courier 5,64,475 11,88,955Travelling & conveyance 8,76,166 27,11,925Telephone & mobile 3,87,698 3,46,814Entertainment 6,84,093 7,49,201Repair & maintenance 3,91,937 2,59,968Car maintenance 9,26,585 20,38,214AGM expenses 51,400 3,05,580Audit fees 4,18,750 3,84,076Consultancy & registration fee 4,67,750 3,43,123Other administrative expenses 24,80,493 20,23,179Listing fee 4,96,000 24,15,348Bad debts provision 5,62,863 57,67,230Depreciation 17,59,464 17,05,601Amortization 18,750 18,750

2,22,30,838 2,93,88,960

27.2 Bengal Petrochem & Synthetic Textiles Ltd.

Consultancy fees 1,09,250 1,08,716Fees & registration 25,400 9,668Salary expenses - admin 3,38,546 2,45,577Audit fees 34,500 30,000Stationary Expenses-Admin 7,924 -Conveyance Expenses 4,700 -Board Attendance Fees 2,10,000 -Entertainment 4,980 -Mobile Bill 2,214 -Others expenses 2,35,500 6,450Depreciation 63,727 2,214

10,46,637 4,02,62528A. Consolidated selling & distribution expenses

Bengal Windsor Thermoplastics Ltd: 28.1 88,79,567 1,34,46,943Bengal Petrochem & Synthetic Textiles Ltd. 28.2 4,500 4,632Total consolidated expenses 88,84,067 1,34,51,575

26.2 Bengal Petrochem & Synthetic Textile Ltd.: Cost of goods sold

Raw material consumed 6,71,39,050 1,62,35,088Other direct expenses 13,500 -Prime cost 6,71,52,550 1,62,35,088Factory overhead 1,12,58,146 54,20,615Cost of production 7,84,10,696 2,16,55,703Opening stock of work in process - -Closing stock of work in process (2,92,991) -Cost of goods manufactured 7,81,17,705 2,16,55,703Opening stock of �nished goods - -Closing stock of �nished goods (2,94,44,615) -

4,86,73,090 2,16,55,703


28.1 Bengal Windsor Thermoplastics Ltd: Selling & distribution expenses

Carriage - export 49,79,765 85,67,591Sales promotion expenses - -Sales commission 30,21,827 33,64,687Telephone & postage - 44,876Advertisement 2,91,875 10,08,000Distribution expenses 5,86,100 4,61,789

88,79,567 1,34,46,943


C&F -export 4,500 -Bank overseas charge - 4,632

4,500 4,632



29A. Consolidated other income

Bengal Windsor Thermoplastics Ltd: 29.1 1,22,09,677 3,08,09,615Bengal Petrochem & Synthetic Textiles Ltd. - -Total consolidated income 1,22,09,677 3,08,09,615

29.1 Other income

Wastage sale 4,06,682 -Exchange �uctuation gain/(loss) (3,69,851) (2,45,693)Interest on FDR & STD 1,19,50,302 2,66,16,803Net interest on IPO 2,22,544 44,38,505

1,22,09,677 3,08,09,61530A. Consolidated �nancial expenses

Bengal Windsor Thermoplastics Ltd: 30.1 2,58,71,925 3,27,60,265Bengal Petrochem & Synthetic Textiles Ltd. 30.2 1,40,67,295 1,28,57,604Total consolidated expenses 3,99,39,220 4,56,17,869

30.1 Bengal Windsor Thermoplastics Ltd: Financial expensesBank charges & commission 8,76,671 3,62,988Interest on lease - 10,39,597Interest on STL 24,19,030 29,43,602Interest on LATR 89,00,661 1,56,53,401Interest on LDBP 77,94,671 3,29,270Interest on USNCE 7,74,677 -Interest on term loan 51,06,216 1,24,31,407

2,58,71,925 32,760,265


Bank charges & excise duty 1,03,243 2,06,415Interest on LATR 2,64,157 51,64,752Interest on long term loan 71,11,276 74,86,437Interest on long term loan 15,40,396 -Interest on long term loan 50,48,223 -

1,40,67,295 1,28,57,604

31 Income tax expenses

Current tax 2,53,72,342 84,72,644De�ered tax 2,94,69,609 -

5,48,41,951 84,72,644


No diluted earning per share is required to be calculated for the year as there was no scope of dilution during the year under review.



32.1 Basic earnings per share

Pro�ts attributable to ordinary share holders

Net pro�t for the year 17,53,86,758 22,83,78,909

Weighted average number of ordinary shares

Ordinary shares at 1 July 7,56,00,000 7,00,00,000IPO shares issued (16,000,000*76/365) - -Bonus shares issued - 56,00,000Weighted average number of ordinary shares at 30 June 7,56,00,000 7,56,00,000Restated weighted average number of ordinary shares 7,56,00,000 7,56,00,000Earnings per share 2.32 3.02

Diluted earnings per share

33. Dividend paid & payableUnclaimed dividend as at 01 July 8,83,825 2,52,000Final dividend declared 6,10,26,912 3,43,95,200Dividend paid (5,96,07,874) (3,37,63,375)Unclaimed dividend as at 30 June 23,02,863 8,83,825

34A. Consolidated net asset value per share (NAVPS)

Net assets 2,16,61,94,760 2,03,28,11,449Number of shares 7,56,00,000 7,56,00,000Net asset value per share 28.65 26.89

34. Net asset value per share (NAVPS)

Net assets 2,15,03,85,812 2,03,60,25,966Number of shares 7,56,00,000 7,56,00,000Net asset value per share 28.44 26.93

2015 2014Taka Taka

As at 30 June,

The calculation of basic earnings per share at 30 June 2015 was based on the pro�t attributable to ordinary shareholders of Tk. 192,856,890.

* EPS of FY 2013-2014 has been restated from 3.05 to 3,04 upon revision of the numerator to 'pro�t attributable to parents' in light of further interpretations of BAS 33 Para 70(a).

32. Earnings per share32A. Consolidated basic earnings per share

Pro�ts attributable to ordinary share holders

Net attributable pro�t for the year 19,44,10,223 23,01,60,058

Weighted average number of ordinary shares

Ordinary shares at 1 July 7,56,00,000 7,00,00,000Bonus shares issued 56,00,000Weighted average number of ordinary shares at 30 June 7,56,00,000 7,56,00,000Earnings per share 2.57 3.04


Currently, the production capacity per day is 5,14,469 pcs . Capacity utilization is 76.53% of installation capacity.

During the year, the company carried out a number of transactions with related parties in the normal course of business and on arms' length basis. The name of related parties, nature of relationship, types of transactions and their total value has been set out in accordance with the provisions of BAS 24:

35. Numbers employed 2014-2015 2013-2014

52 40Workers 94 142

146 182

All permanent employees receive total remuneration in excess of Tk. 36,000 per annum per employee.

36. Remuneration of Directors BDT (2014-15) BDT (2013-14)

Board attendance fee

There are no contingent liabilities for the year under review.

2,62,500 197,500Remuneration 1,440,000 720,000Housing 960,000 480,000

2,662,500 1,397,500

O�cers and sta�s

37. Capacity

38. Related party transactions

39. Contingent liabilities

Installed capacity per annum in pcs

Capacity utilization from 1st July 2014 to

30 June 2015 (Pcs)

16,00,00,000 71.82%

Actual production from 1st July 2014 to 30 June 2015 (Pcs)

11,49,12,000

Particulars

Annual Production

Nature of relationshipTypes of

transaction

Amount oftransactionsfor the year

Receivable /(pay able) as at30 June 2015

Investment - 7,20,00,000

IntercompanyPayable 4,65,91,087 -

Investment Investment - 7,70,00,000 Bengal Poly & Paper Sack Ltd.

Particulars

Bengal Petrochem &Synthetics Textile Ltd. Subsidiary


Liquidity risk is the risk that the Company will not be able to meet its �nancial obligations as they fall due. The Company's approach to managing liquidity (cash and cash equivalents) is to ensure, as far as possible, that it will always have su�cient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. Typically, the Company ensures that it has su�cient cash and cash equivalents to meet expected operational expenses, including �nancial obligations through preparation of the cash �ow forecast prepared based on the basis of payment of the �nancial obligation and accordingly arrange for su�cient liquidity/fund to make the expected payment within due date. Moreover, the Company seeks to maintain short term lines of credit with scheduled commercial banks to ensure payment of obligations in the event that there is insu�cient cash to make the required payment. The requirement is determined in advance through cash �ow projections and credit lines with banks are negotiated accordingly.

The company management has overall responsibility for the establishment and oversight of the company's risk management framework. The company's risk management policies are established to identify and analyse the risks faced by the company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. This note presents information about the company's exposure to each of the above risks, the company's objectives, policies and processes for measuring and managing risk, and the company's management of capital. The company has exposure to the following risks from its use of �nancial instruments.

Credit risk is the risk of a �nancial loss to the company if a customer or counterparty to a �nancial instrument fails to meet its contractual obligations, and arises principally from the company's receivables from direct customers, dealers and other parties. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed for all customers requiring credit over a certain amount. The maximum exposure to credit risk is represented by the carrying amount of each �nancial asset in the statement of �nancial position.

40. Capital expenditure commitments

41. Segment reporting

42. Consumption of imported and local raw materials Amounts in taka

Items Imported Local Total Local TotalRaw materials 39,31,22,652 - 39,31,22,652 1,89,81,470 40,50,72,345

ConsumptionPercentage of consumption

43. Business Risk Analysis

Financial risk management

i) Credit risk

Ageing analysis of receivable as at 30 June 2015: BDT.0 - 30 days 12,14,54,60431 - 60 days 6,74,03,31761 - 90 days 7,68,84,80091 - 180 days 12,07,39,254181 - 365 days 12,66,48,653More than 365 days 58,04,438

51,89,35,066ii) Liquidity risk

Presently there is no segment operation which is reportable as per BFRS 8.

There is no capital expenditure commitment with any party during this year.

41,68,08,867 46,49,87,154

106.03% 114.79%

2014 - 2015 2013 - 2014

38,60,90,875Imported


Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will a�ect the company's income or the value of its holdings of �nancial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters. The Company is exposed to normal business risks from changes in market interest rates and currency rates and from nonperformance of contractual obligations by counterparties. The Company does not hold or issue derivative �nancial instruments for speculative business.

iii) Market risk

The Board of Directors in its 76th meeting held on 27 October 2015 has recommended dividend 10% in stock, subject to the approval by the Shareholders at the forthcoming Annual General Meeting of the company.

Bengal Petrochem & Synthetic Textiles Ltd has also appointed A. Qasem & Co. Chartered Accountants as statutory auditors for the year ended 30 June 2015.

44. Events after the reporting date

45. Name of the auditor of the subsidiary

_________________Managing Director

_________________Company Secretary

_________________Director


SubsidiaryProfile

BENGAL PETROCHEM AND SYNTHETIC TEXTILES LTD.Directors’ Report to the Shareholders

FOR THE YEAR ENDED 30 JUNE 2015

Dear Shareholders,

I, on behalf of the Board of Directors of Bengal Petrochem and Synthetic Textiles Limited (BPSTL), have the pleasure to present before you their report for the year ended 30th June 2015 alongwith the Audited Financial Statements and Auditors Report thereon for the year ended 30 June 2015.

1. Principal Activities:The Company is being carried out the business of manufacturing and export of garments accessories, poly Bag, Sizer, Gum Tape, PVC Pad, Plastic Table Ware, Plastic Food Container, Plastic Basket, Plastic Bowel and Plastic Rack.

2. Shareholding:The shareholding status of the Company is as under:

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

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. A. Qasem & Co., Chartered Accountants the retiring auditor of the Company are also the retiring auditor of Holding Company, Bengal Windsor Thermoplastics Limited (BWTL) and being eligible o�er themselves for reappointment as Auditors of the Company for the year 2015-2016. As such, Board of Directors of the Company also recommended to reappoint 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.

________________Morshed AlamChairman27 October 2015

Name of Shareholder Percentage Number ValueBengal Windsor Thermoplastics Ltd. 80% 720,000 72,000,000Ms. Bilkis Nahar 4% 36,000 3,600,000Mr. Jashim Uddin 4% 36,000 3,600,000Mr. Humayun Kabir 3% 27,000 2,700,000Mr. Firoz Alam 3% 27,000 2,700,000Mr. Shamsul Alam 3% 27,000 2,700,000Mr. Saiful Alam 3% 27,000 2,700,000


We have audited the accompanying �nancial statements of Bengal Petrochem and Synthetic Textiles Ltd. which comprise the statement of �nancial position as at 30 June 2015, the statement of pro�t or loss and other comprehensive income, statement of cash �ows and statement of changes in equity for the year then ended, and a summary of signi�cant accounting policies and other explanatory notes.

Management’s responsibility for the �nancial statements

Management is responsible for the preparation and fair presentation of these �nancial statements in accordance with Bangladesh Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of �nancial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these �nancial statements based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the �nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the �nancial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the �nancial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the �nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the e�ectiveness 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 �nancial statements.

We believe that the audit evidence we have obtained is su�cient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the �nancial statements prepared in accordance with Bangladesh Financial Reporting Standards, give a true and fair view of the state of the company’s a�airs as at 30 June 2015 and of the results of its performances and its cash �ows for the year then ended and comply with the applicable sections of the Companies Act, 1994 and other applicable laws and regulations.

We also report that:

a.

b.

c

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 veri�cation thereof;

In our opinion, proper books of account as required by law have been kept by the Company so far as it appeared from our examination of those books; and

The Company’s statement of �nancial position, the statement of pro�t or loss and other comprehensive income, statement of cash �ows and statement of changes in equity dealt with by the report are in agreement with the books of accounts.

Auditors’ Report to the Shareholders

Bengal Petrochem and Synthetic Textiles Ltd.of




Statement of Financial Position


The annexed notes form an integral part of these �nancial statements.



As at 30 June,

Bengal Petrochem and Synthetic Textiles Ltd.Statement of Financial Position

As at 30 June 2015


Assets

Non-current assetsProperty, plant and equipment 4 19,26,06,269 9,27,52,672

19,26,06,269 9,27,52,672Current AssetsInventories 5 4,04,24,571 1,57,13,619Trade and other receivables 6 8,75,70,854 1,84,04,440Advance, deposits and prepayments 7 2,50,03,941 70,42,649Intercompany loan 8 - 2,81,86,647Cash and cash equivalents 9 1,11,274 81,244

15,31,10,640 6,94,28,599

Total assets 34,57,16,910 16,21,81,271

Equity and Liabilities

Equity attributable to owners of the companyShare capital 10 9,00,00,000 9,00,00,000Retained earnings 11 1,97,61,185 (40,18,147)

10,97,61,185 8,59,81,853

Non-current liabilitiesTerm loan 12 7,82,28,274 4,00,97,585

7,82,28,274 4,00,97,585

Current liabilitiesOthers payable 13 5,17,23,291 55,440Short term Loan 14 10,27,91,797 3,59,13,533Accrued expense 15 32,12,363 1,32,860

15,77,27,451 3,61,01,833

Total equity and liabilities 34,57,16,910 16,21,81,271


Bengal Petrochem and Synthetic Textiles Ltd.Statement of Pro�t or Loss and Other Comprehensive Income


Statement of Comprehensive Income





Revenue 16.0 8,75,70,854 3,71,47,000

Cost of sales 17.0 4,86,73,090 2,16,55,703

Gross pro�t 3,88,97,764 1,54,91,297

Administrative expenses 18.0 (10,46,637) (4,02,625)

Selling & distribution expenses 19.0 (4,500) (4,632)

Operating pro�t 3,78,46,627 1,50,84,040

Other income - -

Financial expenses 20.0 (1,40,67,295) (1,28,57,604)

Pro�t before tax 2,37,79,332 22,26,436

Income tax expenses - -

Pro�t after tax 2,37,79,332 22,26,436


Total comprehensive income for the year 2,37,79,332 22,26,436

Basic EPS 21 26.42 2.47



Bengal Petrochem and Synthetic Textiles Ltd.Statement of Changes in Equity


Statement of Changes in Equity

Taka Taka Taka Taka

Balance as on 01 July 2013 9,00,00,000 (62,44,583) 8,37,55,41722,26,436 22,26,436Total comprehensive income for the year - -

-

-

Balance as on 30 June 2014 9,00,00,000 (4,018,147) 85,981,853

Balance as on 01 July 2014 9,00,00,000 (4,018,147) 85,981,853Total comprehensive income for the year - -

-2,37,79,332 2,37,79,332

Balance as on 30 June 2015 9,00,00,000 1,97,61,185 10,97,61,185



Particulars Share Capital Share premium Retained earnings Total


_________________Director



Bengal Petrochem and Synthetic Textiles Ltd.Statement of Cash Flows


Statement of Cash Flows

2015 2014Taka Taka


For the year ended



Collection from customers 1,84,04,440 3,67,13,544Payment for goods and services (3,84,46,975) (1,59,38,754)Other operating expenses (9,97,550) (4,43,196)Cash generated from operation (2,10,40,085) 2,03,31,594

Income tax paid - -Net cash �ows from operating activities (2,10,40,085) 2,03,31,594


Acquisition of property, plant and equipment (10,54,99,625) (57,97,464)Net cash used in investing activities (10,54,99,625) (57,97,464)


Short term loan 7,27,79,303 (73,10,965)Long term loan 3,81,30,689 (56,01,247)Finance cost (1,25,26,899) (1,28,57,604)Loan back to parent company - (9,81,974)Advance refund from others - 1,14,72,679Loan redeem from parent company 2,81,86,647 -Net cash used in �nancing activities 12,65,69,740 (1,52,79,111)

Net increase/(decrease) in cash and cash equivalents for the period 30,030 (7,44,980)Cash and cash equivalents at the beginning of the period 81,244 8,26,224Cash and cash equivalents at the end of the Period 1,11,274 81,244


as at and for the year ended 30 June 2015

1.0 Reporting entity

1.1 Nature of business

1.2 Going concern

1.3 Taxation

2.0 Summary of signi�cant accounting policies and basis of preparation of the �nancial statements

2.1 Corporate �nancial statements and reporting

Notes to the Financial Statementsof Bengal Petrochem and Synthetic Textiles Ltd.

Bengal 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 o�ce 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.

The Company is being carried out the business of manufacturing and export of garments accessories, Poly Bag, Sizer, Gum Tape, PVC Pad, Plastic Table Ware, Plastic Food Container, Plastic Basket, Plastic Bowel and Plastic Rack.

The 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 �nancial statements. The current credit facilities and resources of the company provide su�cient fund to meet the present requirements of its existing business.

The company is situated in DEPZ Savar and it is entitled to get tax exemption bene�t from Government.

This 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 �nancial statements including adequate disclosures, who approved and authorized the issue of this �nancial statements.

The preparation of the �nancial statements in conformity with the International Accounting Standards (IASs) requires Board of Directors to make estimates and assumptions that a�ect 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 di�er from those estimates.


2.2 Principal accounting policies

2.3 Functional and presentation currency

2.4 Reporting period

2.5 Comparative information and rearrangement there of

3.0 Cash �ow statement

3.1 Statement of changes in equity


3.3 Accrued expenses

3.4 Events after balance sheet date

These �nancial statements have been prepared based on going concern assumption. Accrual concept and such other convention as required by IAS-1 for fair presentation of �nancial statements were also followed.

The speci�c accounting policies selected and applied by the company’s directors for signi�cant transactionsand events that have material e�ect within the framework of IAS-1 “Presentation of Financial Statements”, in preparation and presentation of �nancial statements have been applied.

The �nancial statements are prepared and presented in Bangladesh Currency (Taka), which is the company's' functional currency. All the �nancial information presented has been rounded o� to the nearest Taka except where indicated otherwise. Figures in brackets indicated deductions.

The period of the �nancial statements covers from 1st July 2014 to 30th June 2015 consistently.

Comparative �gures have been re-arranged wherever considered necessary to ensure better comparability with the current period without causing any impact on the pro�t and value of assets and liabilities as reported in the �nancial statements.

Paragraph 111 of IAS 1 presentation of �nancial statements requires that a cash �ow statement is to be prepared as it provides information about cash �ows of the enterprise which is useful in providing users of �nancial 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 �ows. Cash �ow statement has been prepared under the direct method.

The Statement of changes in Equity re�ects information about the increase or decrease in net assets or wealth.

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

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.

In 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 re�ected in the �nancial statements and events after the balance sheet date that are not adjusting events are disclosed in the notes when material.


4.0

Prop

erty

, pla

nt a

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t

Bala

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as o

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201

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Note: These are all unsecured and are considered good; as such no provision was required to be made against these debtors.

2015 2014Taka Taka

As at 30 June

5.0 Inventories

PP - 1,31,27,854PP - Recycle - 25,85,765Raw Materials 97,69,541 -Spare Parts 9,17,424 -Work in Process 2,92,991 -Finished Goods 2,94,44,615 -

4,04,24,571 1,57,13,619

6.0 Trade receivable

Trade receivable 6.1 8,75,70,854 1,84,04,4408,75,70,854 1,84,04,440

6.1 Accounts receivable

Balance as at 01 July 1,84,04,440 1,79,70,984Credit sales for the year 8,75,70,854 3,71,47,000

10,59,75,294 5,51,17,984Cash received during the year (1,84,04,440) (3,67,13,544)Balance as at 30 June 8,75,70,854 1,84,04,440

7.0 Advances, deposits and pre-payments

Advance deposits to others 65,48,754 50,16,615Advance -building construction 50,00,331 6,14,790LC-margin 84,71,758 9,36,000Advance to BEPZA 33,38,997 4,75,245Advance to Mould 16,44,100 -

2,50,03,941 70,42,649

8.0 Intercompany loan

Loan to Bengal Windsor Thermoplastics Ltd: opening balance 2,81,86,647 2,81,86,647Received from Bengal Windsor Thermoplastics Ltd. (2,81,86,647) -

- 2,81,86,647


Cash in hand 9.1 51,019 -Cash at bank 9.2 60,255 81,244

1,11,274 81,244

9.1 Cash in hand

Head o�ce 27,809 - Factory premises 23,210 -

51,019 -


Note: Bengal Windsor Thermoplastics Limited holds 80% Share of Bengal Petrochem & Synthetic Textiles Limited. It is a subsidiary company of Bengal Windsor Thermoplastic Ltd.

2015 2014Taka Taka

As at 30 June

9.2 Cash at bank

Shahjalal Islami Bank Ltd A/C # 4030 11100000115 - 47,768Dutch Bangla Bank Ltd # 116.110.17056 3,422 1,163Bank Asia# 05633000284 13,359 32,313MTBL#0002-0210029288 43,475 -

60,255 81,244

10.0 Share capital

Authorised:10,000,000 ordinary shares of BDT 100 each 1,00,00,00,000 1,00,00,00,000

Issued, subscribed and paid up:

900,000 ordinary shares of BDT 100 each 9,00,00,000 9,00,00,000

Closing capital paid of capital 9,00,00,000 9,00,00,000

The composition of shareholders as at 30 June 2015 was:

Bengal Windsor Thermoplastics Ltd. 7,20,000 80% 7,20,00,000 7,20,00,000Bilkis Nahar 36,000 4% 36,00,000 36,00,000Jashim Uddin 36,000 4% 36,00,000 36,00,000Humayun Kabir 27,000 3% 27,00,000 27,00,000Firoz Alam 27,000 3% 27,00,000 27,00,000Samsul Alam 27,000 3% 27,00,000 27,00,000Saiful Alam 27,000 3% 27,00,000 27,00,000

9,00,000 100% 9,00,00,000 9,00,00,000

11.0 Retained earnings

Balance as at 01 July (4,018,147) (6,244,583) Pro�t for the year 23,779,332 2,226,436 Closing balance 19,761,185 (4,018,147)

Number ofshares holding

% ofholdings Holdings in taka Holdings in takaShare holders

Note: The amount represents the principal along with daily interest payable to Bank Asia Ltd, Tejgaon Link Road Branch. The company is being maintained this facility at an annual interest rate of 15.00% p.a.

12.0 Term loan

Shahjalal Bank - 44,99,093Bank Asia Ltd 7,82,28,274 3,55,98,492

7,82,28,274 4,00,97,585


Note: The amount represents the principal along with daily interest to Bank Asia Ltd, Tejgaon Link Road Branch. The company is being maintained this facility at an annual interest rate of 15.00% p.a

2015 2014Taka Taka

As at 30 June

13.0 Others payable

Others party 4,58,22,252 55,440Bank overdraft-Bank Asia 59,01,039

5,17,23,291 55,440

14.0 Short term loan

Bank Asia Ltd-LATR 1,48,78,544Bank Asia Ltd-Upass 7,29,27,660Bank Asia Ltd- One year Term Loan 83,25,389Bank Asia Ltd 66,60,204 3,59,13,533

10,27,91,797 3,59,13,533

15.0 Accrued expense

Salary payable 7,75,092 34,133Utility bill payable 8,23,189 16,861Medical bill payable 13,720 11,760Source tax (TDS) payable - 5,081Source tax (AIT) payable 13,496 5,025Accrued Interest 15,40,396 -Audit fees payable 34,500 60,000Mobile Bill Payable 4,130 -

-

---

Workers Welfare fund payable 7,840 -32,12,363 1,32,860

2015 2014Taka Taka

For the year ended

16.0

17.0

Revenue

Sale of goods 8,75,70,854 3,71,47,0008,75,70,854 3,71,47,000

Cost of goods sold

Raw material consumed 17.1 6,71,39,050 1,62,35,088Other direct expenses 13,500 -Prime cost 6,71,52,550 1,62,35,088Factory overhead 17.2 1,12,58,146 54,20,615Cost of production 7,84,10,696 2,16,55,703Opening stock of work in process - -Closing stock of work in process (2,92,991) -Cost of goods manufactured 7,81,17,705 2,16,55,703Opening stock of �nished goods - -Closing stock of �nished goods (2,94,44,615) -

4,86,73,091 2,16,55,703


2015 2014Taka Taka

For the year ended

19.0 Selling & distribution expenses

C&F -export 4,500 -Bank overseas charge - 4,632

4,500 4,632

20.0 Finance cost

Bank Charge & Excuse Duty 1,03,243 2,06,415Interest on LATR 2,64,157 51,64,752Interest on Long term loan 71,11,276 74,86,437Interest on Upass 15,40,396 -Interest on short term loan 50,48,223 -

1,40,67,295 1,28,57,604

21.0 Basic earnings per share

Net pro�t for the year 2,37,79,332 22,26,436Number of shares as at 30 June 9,00,000 9,00,000Basic EPS 26.42 2.47

17.1 Raw material consumed

Opening stock 1,57,13,619 1,91,17,487Raw material purchased 6,11,94,972 1,28,31,220Closing stock (97,69,541) (1,57,13,619)

6,71,39,050 1,62,35,088

17.2 Factory OverheadUnloading Charge 46,976 19,740Lubricant & Fuel Expense 26,670 -Wages & Salary - Factory 24,56,280 9,28,259Medical exp - Factory 1,48,213 1,41,068Land rent - Factory 12,29,219 12,29,416Utility Bill - Factory 15,65,886 3,76,868Repair & Maintenance - Factory 37,570 -Workers' Welfare Fund 94,815 -Entertainment-Factory 38,110 -Conveyance-Factory 10,590 -Stationary & courier expenses-Factory 21,517 -Depreciation - Factory 55,82,300 27,25,264

1,12,58,146 54,20,615

18.0 Administrative expenses

Consultancy Fees 1,09,250 1,08,716Fees & Registration 25,400 9,668Salary & Allowance 3,38,546 2,45,577Audit Fees 34,500 30,000Stationary Expenses-Admin 7,924 -Conveyance Expenses 4,700 -Board Attendance Fees 2,10,000 -Entertainment 12,110 -Mobile Bill 4,980 -Others expenses 2,35,500 6,450Depreciation 63,727 2,214

10,46,637 4,02,625


During the period under audit, the Company carried out a number of transactions with related parties in the normal course of business on an arm's length basis. Names of those related parties, nature of those transactions and their total value have been set out in accordance with the provisions of BAS-24: Related Party Disclosure.

No such event comes to the knowledge of management which is considered under the recognition criteria of BAS-37.

22.0 Related party disclosure

Bengal WindsorThermoplastics Limited

Parent Company Inter company sales - 1,34,71,210

Parent Company Loan - 9,81,974

23.0 Contingent liability

24.0 Claims against the Company not acknowledge as debt

25.0 Number of employees

O�cers and sta�s 870

110Workers

Total number of employees 78 11

All permanent employees receive total remuneration in excess of Tk. 36,000 per annum per employee.

Currently, the production capacity per day is 4,66,667 pcs. Capacity utilization is 8.68% in installation capacity.

26.0 Others:

26.1 Directors' remuneration for attending board meeting.

No remuneration has been paid to any Director.

26.2 Directors' remuneration for special service rendered.

No remuneration has been paid to any Director for special service rendered.

26.3 Receivable from Directors.

Nothing is due from any Director of the Company.

26.4 Production capacity and utilization

From 01.07.14 to30.06.2015

From 01.07.13 to30.06.2014

Name of the company Nature ofrelationship

Nature oftransaction

Amount Due(to)/from as on

30.06.2015

Amount Due(to)/from as on

30.06.2014

There is no claim against the company.


_________________Director


Annual Production 14,00,00,000 1,21,51,139 8.68%

Particulars Installed capacityper annum in pcs

Actual productionfrom 1st July 2014

to 30 June 2015(pcs)

Capacity utilizationfrom 1st July 2014

to 30 June 2015(pcs)


Notice of the 13th Annual General Meeting

Notice is hereby given that the 13th Annual General Meeting of the shareholders of Bengal Windsor Thermoplastics Limited will be held on Sunday, 06 December 2015 at 11:00 am at Bengal Multimedia Studio, 95/A, Tejgaon I/A, Dhaka-1208 to transact the following business:

A G E N D A

1. To receive, consider, and adopt the Audited Financial Statements of the Company for the year ended

30 June 2015 together with the Reports of Directors’ and Auditors’ thereon;

2. To declare Dividend for the year ended 30 June 2015;

3. To elect/ re-elect Director(s) of the Company;

4. To appoint Auditors for the year 2015-2016 and �x their remuneration;

5. To appoint Independent Director(s) of the company.

By order of the Board

Darul Awam Tuhin ACS Company Secretary Dated: 21 November 2015

Notes: The Board unanimously recommended 10% Stock Dividend. Shareholders whose names appeared in the Share Depository Register of the Company on the record date i.e. 18 November 2015 will be eligible to attend and vote in the Annual General Meeting and receive dividend as approved in the AGM. Members entitled to attend and vote at the Annual General Meeting may appoint a Proxy to attend and vote on his or her behalf. The proxy form must be a�xed with requisite revenue stamp of Tk. 20/- and must be submitted to the Registered O�ce of the Company not less than 48 hours before the time �xed for the meeting. Admission to the meeting will be only on production of the attendance slip attached with the Annual Report. In case of non-receipt of the Annual Report of the Company sent through courier, Members may collect the same from the Registered O�ce of the Company within 03 December 2015. No additional Annual Report will be distributed at the AGM venue. The Institutional Shareholders are requested to send their letter of representation at the Registered O�ce of the Company not later than 48 hours before the time �xed for the meeting. The Annual Report is available in the Company’s website at www.windsor.bengalgroup.com

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Bengal Windsor Thermoplastics LimitedRegistered O�ce: Bengal House, 75 Gulshan Avenue, Gulshan-1, Dhaka-1212

PROXY FORM

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 13th 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...............................2015

....................................................... .......................................................Signature of the Member Signature of the Proxy

Number of Shares held...........................

BO ID No.

Bengal Windsor Thermoplastics LimitedRegistered O�ce: Bengal House, 75 Gulshan Avenue, Gulshan-1, Dhaka-1212

Attendance Slip

I/we hereby record my/our attendance at the 13th Annual General Meeting of the Company being held on Sunday 06 December 2015 at 11:00 am at Bengal Multimedia Studio, 95/A, Tejgaon I/A, Dhaka-1208

Name of the Member (In Block Letter)

Name of the Proxy (In Block Letter)

BO ID No.

Signature Veri�ed by

.............................................................. ...........................................................................Signature of the Member/Proxy Authorized Signatory of the Company

Note: Please present this attendance slip at the registration counter on AGM date.(m¤§vwbZ †kqvi‡nvìvie„‡›`i m`q AeMwZi Rb¨ Rvbv‡bv hv‡”Q †h, weGmBwm bwUwd‡Kkb bs SEC/SRMI/2000-953/1950 dated 24th October 2000 Ges circular no. GmBwm/wmGgAviAviwmwW/2009-193/154, ZvwiL 24 A‡±vei 2013 Gi cwicvjbv‡_© Avmbœ evwl©K mvaviY mfv PjvKvjxb mgq I ciewZ©‡Z †Kvb cÖKvi Dcnvi/Lvevi/†Kvb ai‡bi Kzcb cÖ`v‡bi e¨e¯’v _vK‡e bv)|

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RevenueStamp

Tk. 20.00


annual report 2015 - bengal groupwindsor.bengalgroup.com/docs/annual-report/2015.pdf · annual...

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