meghna cement mills 2009

8/10/2019 Meghna Cement Mills 2009

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N E q H N C E H E N T H U S L I M I T E D

Enterprise of Bashundhara Group


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EIGHTEENTH NNU L REPORT

FOR THE YEAR ENDED 31 DECEMBER 2 9

HEiqHIVA CEHEW HU LTD

An En terprise of Bashuncthara G roup

Corporate Office: 125/A Bashundhara RIA Block-A

B aridhara Dhaka- 1212


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Contents

Corporate Directory

Vision and Mission

Com pany. Brief

Notice of the l

t

Annual General M eeting

Directors Report to the Shareholders

Corporate Governance

Perform ance in the Last Five Years

4

i-i-i

5

Auditors Report

8

Balance Sheet

0 ,

Profit and Loss Statement

1

Cash Flow Statement

2

Statem ent of Changes in Equity

3

Notes to the Accounts

4

Proxy Form


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V S ON

MISSION

V S ON

To significantly contribute to the sustainable development and growth of our country

towards its journey for a better and prosp erous future.

M SS ON

To be the leader in the cement sector of the country by rendering quality products and

services through maintaining high standards in business operations and to bring fullest

satisfaction to our valued shareholders custome rs and employee s.

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EGHNA CEMENT MILLS LTD

Corporate Office: 125/A, Bashundhara RIA. Block-A, Baridhara, Dhaka-1212

NDTIEE OF THE 8TH ANNUA L GENE RAL MEE TING

Notice is hereby given that the Eighteenth Annual General Meeting of the shareholders of Meghna Cement Mills Ltd.

will be held on Sunday, 20 June 2010 at 11:00 AM at Bashundhara Convention Centre, Block No-G, Umme Kulsum

Road Bashundhara RIA Dhaka to transact the following business:

Special Business

1. To increase the authorised share capital of the Company from Tk. 40 crores to Tk. 500 crores by amending the

Memorandum of Association and the Articles of Association of the Company;

To consider and if thought fit, pass the following resolutions as Special Resolution :

To amend the Clause V of the Mem orandum of Association

The Authorised Share Capital of the Company is Tk. 500.00.00,000/= (Taka Five Hundred Crores) divided into

50,00,00,000 (Fifty Crores) Shares of Tk.

101=

(Taka Ten) each w ith power to increase, reduce or repay the capital

or any portion thereof and to divide, sub-divide and consolidate the shares in the capital for the time being into

several classes and to attach thereto respectively such preferential, deferred, qualifyed, or other special rights or

privileges or conditions and upon the sub-division or consolidation of any share or shares to apportion the rights to

participate in profits in any manner as between the shares resulting from sub-division as may be determined by or

in accordance with the Articles of the Company and to carry or modify or abrogate any such rights privileges and

conditions as may for the time being be provided by the A rticles of the Company.'

To am end the Article 5 of the Articles of Association

The Authorised Share Capital of the Company is Tk 500,00,00,000/= (Taka Five Hundred Crores) divided into

50,00,00,000 (Fifty Crores) Shares of Tk. 10/= (Taka Ten) each with powers to increase or reduce the share capital

for the time being and to divide, sub-divide and consolidate the shares in the capital of the Company into several

classes or stocks and attach thereto respectively such preferential, deferred, qualified or other special rights,

privileges or conditions and as may be determined by the Company in General Meeting and vary, modify or

abrogate such rights, privileges and con ditions and also to issue shares of higher or lower denominations.

Ordinary Business

2.

To receive. consider and adopt the Audited Accounts as at 31 December 2009 together with the Reports of the

Auditors and the Directors' thereon;

3.

To declare Dividend for the financial year ended on Decem ber 31, 2009;

4. To elect Directors;

5. To appoint auditors for the year 2010 and to fix their remuneration.

Date: 16 May, 2010

y Order of the Board

Sd/=

M. Naseemul Hye FCS

Company Secretary

NOTES:

The Record Date of the Company is 20/05/2010. Members whose names will appear in the Shares Register of the

Company and in the Depository Register on that date, will be entitled to attend the meeting and qualify for the

dividend to be declared at the AGM .

2. Any member entitled to attend and vote at the General Meeting may appoint a proxy on his/her behalf provided

that such proxy must be a member of the company. The Proxy Form must be affixed with revenue stamp of Tk.

10.00 and should be deposited at the Corporate Office of the Comp any not later than 72 hours before the time fixed

for the Meeting.

Members are requested to notify change of address if any through their respective Depository Participants well in

time.

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DIRECTORS REPORT

TO THE

SHAREHOLDERS


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DIRECTORS REPORT TO

THE SHAREHOLDERS

Dear Distinguished Shareholder s

Assalamualaikuin

The Board of Directors of Meghna Cement Mills

Ltd. welcomes you all at this Eighteenth Annual

General Meeting of the company with profound

pleasure and delight and presenting the Annual

Report alongwith the Audited Accounts and

Auditors Report thereon for the year ended 31

December 2009. Your enthusiastic presence to this

significant event is indeed an honor and inspiration

to all of us. It is our proud privilege to inform you

that Meghna Cement Mills Ltd. has passed the

milestone of 18 years of its eventful journey which

might not be possible without your whole-hearted

cooperation and support

conomic Scenario

substantial growth in 2009 both in terms of

production and sales amidst stiff competitions and

adversities domestically and globally as well

Cement is one of the main backward linkages of

the construction and real estate sectors. The

performance of the construction sector in the

country was very low in the years during the

emergency period resulting lower turnover of the

backward linkage industries including the cement

sector of the country. The political calmness in the

country through the reestablishment of democracy

in the country brought the light of hope for full

swing development activities in infrastructure

building and real estate sectors

This is to report you that on 13/03/2009 due to a

devastating fire the entire Registered Office of the

company which was located in the Bashundhara

City was severely affected. However by the

wholehearted and relentless efforts of the

The year 2009 although has been difficult in

economic terms your company has been able to

achieve a significant growth resulting sustaining

profitability

The Annual Report alongwith the Audited

Accounts and Auditors Report thereon for the year

ended 31 December 2009 are being presented for

your consideration

In this report the business activities and financial

highlights of your company has been presented.

An overview of this report would indicate that

Meghna Cement Mills Ltd. has experienced

management and the employees of all levels your

company reached to a new height of attainment

during the year under review

hievements

The cement sector of this country is shared by

a plentiful of manufacturers. Millions of tonnes

of cement produced and supplied into the

market from scores of plants of the country.

The total yearly production capacity of the

cement factories of our country is between 20-

25 Million MT when domestic demand ranges

between 12 15 Million MT per year.

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Inspite of all these hurdles your company managed

to carry on its production and maintained

consistency and growth in its sales operation. The

sales during the year 2009 was 824,326 MT

compared to 5,59,938 MT in the last year. In the

year under review the net sales revenue amounted

to Tk. 470.51 crore compared to 326.71 crore of

the last year registering an increase of 44 over the

previous year which m ay be considered satisfactory

under the p revailing circumstances.

Contribution to N ational Ex cheque r

through careful handling as deemed necessary the

company was able to earn net profit of Tk 13.24

crore in the year 2009. Compared to Tk. 2.31 Crore

in the year 2008 registering an increase of around

473.16 over the previous year.

Dividend

In the line of operational performance of the

company during the year under review, the Board

of Directors is pleased to recommend for payment

of 35 cash dividend on par value of the shares for

the year 2009.

h reholders

During the year 2009 your company contributed an

amount of TK. 107.26 crore to the National

Exchequer in the forrn of tax, customs duties, VAT

etc. The contributions to the national exchequer is

equivalent to 22.80 of the total sales revenue of

the company during the said period. In the year

2008 the contribution was Tk. 70.03 Crore.

Profitability

The company to cope with the market scenario has

to adjust its marketing strategy to maintain the

lead. The demand for cement in different parts of

the year also varied.

During the year under review the sales of the

company increased significantly on the other hand

the production costs as well as the selling and

distribution expenses also increased affecting the

profitability of the company. However, by the

untiring efforts to operate your company on sound

econom ic footings by negotiating the challenges

The present issued, subscribed and paid up share

capital of the Company is Tk. 22,50,04,000 which

is being participated by the Sponsors, Banks,

Financial Institutions and General P ublic.

Directors

Under Article 131 of the Articles of Association of

the Company, three Directors- Mr. Shafiat Sobhan,

Mr. Sayem Sobhan and Mr. Safwan Sobhan retire

by rotation and being eligible under Article 133 of

the Articles of Association offer themselves for re-

election.

uditors

In the last Annual General Meeting MIS. Islam

Aftab Kamrul & Co., Chartered Accountants were

appointed. As the firm informed their inability to

takeover duly it caused a casual vacancy. The

Board therefore appointed

MIS

K. M. Alam &

Co., Chartered Accountants (who were the

Auditors in the previous 01 (one) year) as the

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Auditors for the year 2009 in the casual vacancy.

The Auditors have performed their duties during

the year under review and being eligible have

offered themselves for re-appointment for the year

2010 under the provisions of the Companies Act

1994.

The Board recommends for their appointment for

the year 2010 with the same remuneration.

Corporate Governance

Corporate Governance is the system through which

the company is directed, guided and controlled by

the Board, keeping in view of its accountability to

the shareholders.

The Status Report required to be presented by the

company in pursuance to Notification No.

SEC/CMRRCD/2006- I 58/Admin/02-08 of 20

February 2006 issued by the Securities and

Exchange Commission is submitted with this

Annual Report.

Increase of uthorised Capital

The company s Authorised Capital is Tk.40 crore.

In the present day scenario a large Cement

manufacturing company like Maghna Cement

Mills Ltd. could not go ahead with or implement

any plan of further expansion with such small

amount of Authorised Capital. In view of this the

oard of the Company is pleased to recommend to

increase the Authorised Capital of it from 40 crore

to 500 crore. Accordingly the issue of increase of

the Authorised Capital has been placed in this

General M eeting for your consideration.

knowledgements

The Boa rd of Directors would like to put its sincere

thanks and heartfelt gratitude to all of our valued

shareholders, patrons and well wishers for their

active support and co-operation in discharging the

responsibilities reposed on the Board during the

year under review. We also expresse our profound

gratitude to SABINCO, TCB, Janata Bank Ltd.,

Social Investment Bank Ltd., IFIC Bank Ltd. and

other financial institutions, the Securities and

Exchange Commission, DSE, CSE and various

government and semi-government agencies for

their continued support without which it would

have been difficult on the part of the company to

achieve the success during the period under review .

The Board of Directors also puts on record of its

deep appreciation for the dedicated services and

loyalty of the executives, officers and em ployees of

the company at all levels without which we could

not have come out successful and achieved this

result,

We also would like to acknowledge and Put record

our profound appreciation of the unconditional

loyalty of our valued clients towards us.

Thanking you all,

On behalf of the Board

Sd -

Ahmed Akbar Sobhan

Managing Director

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C O R P O R T E q O V E R N N C E

Corporate governance is the system by which

companies are directed and controlled by the

management in the greater interest of all the

stakeholders. It ensures transparency and better and

timely financial reporting. It influences how the

objectives of the Company are set and achieved,

risk is monitored and assessed and how the

performance is optimised. It deals with the role of

the Board of Directors, the framework of internal

controls and the relationship between the Board of

Directors shareholders and auditors.

- The platform on which corporate governance

principles are structured is that the Board of

Directors is responsible for the proper governance

which includes setting out of the Company s

strategic aims, providing the necessary leadership

to implement such aims, supervising the

management of the business and reporting to the

shareholders on their stewardship.

The maintenance of effective corporate governance

remains a key priority of the Board of Meghna

Cement Mills Ltd. To exercise clarity about

directors responsibilities towards the shareholders,

corporate governance should be dynamic and

remain focused on the business objectives of the

Company and create a culture of openness and

accountability. Keeping this in mind, clear

structure and accountabilities supported by well

understood policies and procedures to guide the

activities of the Company s management have been

instituted.

orporate Governance Guidelines and

Code

o

thics

Meghna Cement Mills Ltd. is an industrial concern

engaged in production and marketing of cement

under rigid ethical standard. Our code of conduct,

approved by the Board of Directors, expresses

fundam ental principles that guide all the employees

and shape the organization s business activities. It

incorporates guiding principles, upholding the law,

hon onri ng trust fairness objectivity

confidentiality, integrity and corporate and

individual responsibility.

oardof

Directors

The Board of Directors is in the full control of the

Company s affairs and is also accountable to the

shareholders. They firmly believe that the success

of the Company largely depends on the credible

corporate governance practices adopted by the

Company. Taking this plank into consideration, the

Board of Directors of Meghna Cement Mills Ltd.

sets out its strategic focus and oversees the

business operations and related affairs of the

Company. The Board also formulated the strategic

objectives and policy framework for the Comp any.


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The present Board of Meghna Cement Mills Ltd.

comprises of nine directors of whom seven are

sponsor-shareholder directors, one nominated

director and one independent director, as per SEC s

guidelines. The directors of the company possess

wide range of skills, experience and versatile

knowledge over a range of professions, businesses

and services Each of our Directors has

considerable aptitude and knowledge to perform

their roles effectively. The Board of Directors

ensures that the activities of the Company are

always conducted with adherence to strict and

highest possible ethical standards and in the best

interests of the stakeholders.

udi t nd Internal Contro l

The company continued to implement appropriate

human resource management policies and practices

to motivate and develop the employees and

executives of the company and also to ensure their

optimum contribution towards the achievement of

corporate goals. The company continues its policy

of hiring the best people, post them to appropriate

places and ensure working environment and

implementing programs to develop and retain high

quality human resources.

As a part of company s Human Resource

Development Program, a good number of

employees were sent to different training programs

at home and abroad, which included both

managerial capacity development and technical

modules.

The Primary role of the Audit Com mittee is to keep

under review the financial and other systems and

controls the financial reporting procedures and

ancillary matters related thereto. The Audit

Committee is headed by the Independent Director.

The system of internal control has been designed

and effectively implemented. A professional audit

body has been engaged to do the job of internal

audit properly.

Hum an Resource M anagem ent

The management of the company believes

that human resources do make a difference in

creating competitive advantage in business

Separate role

o

the Chairman nd

Managing Director

In Meghna Cement Mills Ltd., the role of the

Chairman and the Managing Director is separate

and independent of each other. The Managing

Director would be responsible for the executive

management of the Company s business while the

Chairman, who has no executive management

responsibility runs the Board.

Relationship w ith Shareholder s

The Company reports to the shareholders

twice a year through half yearly report and

detailed annual report. Every shareholder or

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his representative has the right to attend the annual

general meeting, where they can meet and

communicate with the directors and express their

views regarding the Company s business, its future

prospects and o ther matters of interest.

Going oncern

The Board is satisfied that the Company has

adequate resources to continue its operations in the

foreseeable future. For this reason the Company

follows going concern basis for preparing its

financial statements. The company reports that

there was no deviation from the last year in this

respect.

orporate R epor t ing

The Board of D irectors is pleased to inform that-

a)

The Financial Statements together with the

notes thereon have been drawn up in

conformity with the Companies Act 1994 and

the Securities and Exchange Rules 1987.

These Statem ents present fairly the Com pany s

state of affairs, the results of its operations,

cash flow and chang es in equity.

b)

Proper books of accounts of the Company have

been m aintained as required by relevant laws.

c)

Appropriate Accounting Policies have been

consistently been applied in preparation of

financial statements and the accounting

estimates are based on reasonable and prudent

judgment

d)

The international Accounting Standards, as

applicable in Bangladesh, have been followed

in preparation of financial statements.

e)

The systems of internal control are sound and

have effectively been implemented and

monitored.

f)

There are no significant doubts upon the

Company s ability to continue as a going

concern.

g)

There are no significant deviations from

operational policies of last year.

h)

The pattern of shareholding is furnished in the

statement of accounts.

orpor ate G overnance om pliance R eport

In accordance with the requirement of the

Securities and Exchange Commission, Corporate

Governance Com pliance Report is enclosed.

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Condition

ondition as regard to

ompliance status Put Specific

emarks

No.

in the app ropriate

eason s) for

column)

on-compliance

Complied

ot

ith the

complied condition

2 .

ppointment of separate individuals

omplied

as the Chief Financial Officer CFO),

Head of Internal Audit and Company

Secretary

Defining their respective roles,

omplied

responsibilities and duties

3.00

onstitution of Au dit Comm ittee

omplied

Appointment of Chairman of the Audit Complied

Committee.

Reporting of the Audit Comm ittee

Internal Audit Body)

Conflicts of interests

o Conflict

b Suspected or presumed fraud or

o s u c h i n s ta n c e

irregularity or material defect in

the internal control system

c

Suspected infringement of laws,

o s u c h i n s ta n c e

including securities related laws,

rules and regulations

d Any other matter

omplied

4.00

xternal/Statutory Auditors not to be

engaged in

i.

Appraisal or valuation services

omplied

ii. Financial information Systems Complied

design and implementation

Book keeping or other services Complied

related to financial statements

iv. Broker-dealer services

omplied

V

Actuarial services

omplied

vi . Internal audit services

omplied

vii.

Any other service

omplied

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ERFORMANCE

N THE

LAST FIVE YEARS

KEY OPERATIONAL AND FINANCIAL DATA OF LAST FIVE YEARS

Particulars

98

7

6

5

Net Sales

k. (million)

705.09

267.06

824.43

,367.40

,954.90

Profit before tax

k, (million)

76.24

9.24

66.68

06.36

5.11

Return on Sales

,75

.9 0

.9 0

.1 6

54

Profit after tax

k. (million)

31.99

3.13

48.18

6.24

3.75

Return on Sales

.81

.71

5

.8 6

.1 6

Earning per share

k.

8.66

0.28

5.86

2.77

8.33

(Restated)

Book value per share Tk

00.00

00.00

00.00

00.00

00.00

Dividend per share

k.

5.00

5.00

0.00

5.00

5.00

Bonus per Share

rate)

.0

.0

.0

.0

.0

Price per share

k.

283.25

86.00

52.25

76.75

46.00

(DSE,_31/12)

Price earning ratio

times)

1.88

.03

.35

.47

.68

Current ratio

times)

.29

.43

.10

.9 4

.00

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AUDITORS REPORT

AND

FINANCIAL STATEMENTS


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AUDITORS REPORT

TO THE SHAREHOLDERS OF MEGHNA CEMENT MILLS LTD

We have audited the accompanying Balance Sheet of the Meghna Cement Mills Ltd as of 31st

December, 2009 and the related Income Statement, Cash Flow statement and statement of

Changes of Equity for the year then ended. These financial statements are the responsibility of the

company's management. Our responsibility is to express an opinion on these financial statements

based on our audit.

We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those

standards require that we plan and perform the audit to obtain reasonable assurance about

whether the financial statements are free from material misstatement. An Audit includes

examining, on a test basis, evidence supporting the amount and disclosure in the financial

statement. An audit also includes assessing the Accounting principles used and significant

estimates made by management, as well as evaluating the overall financial statements

presentation. We believe that our audit provides a reasonable basis for our opinion.

n our opinion , the financial Statements prepared in accordance with Bangladesh Accounting

(BAS) and Bangladesh Financial Reporting Standards(BFRS), give true fair view of

the state of the company's affairs as of December31 ,2009 and of the results of its operations and

its cash flow for the year than ended and comply with applicable sections of Companies Act 1994,

Securities Exchange Rule-1987 and other applicable laws regulations.

We further report that:

) we have obtained all the information and explanation which to the best of our knowledge and

elief were necessary for the purposes of audit and made due verification thereof;

b

in our opinion, proper books of account as required by laws have been kept by the company so

far as it appeared from our examination of these books.

c

the company's Balance Sheet and Income Statement, Cash Flow Statement and Statement of

Changes of Equility dealt with by the report are in agreement with the books of Account and

returns

d

The expenditure incurred was for the purposes of company's business

Sd/-

Dated, Dhaka

. M Alam CO.

29th April,2010

hartered Accountants.

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MEGHNA CEMENT M ILLS LTD.

Balance Sheet

As at 31 December 2009

Particulars

ASSETS:

Non Cu rrent Assets:

Fixed Assets at Cost Less Acc. Dep

Deferred Revenue E xpenditure

Current Assets:

Stores & Spares

Stock-in-Trade

Trade Debtors

Advance, Deposits & Prepayments

Cash and Bank B alances

Total Assets:

EQUITY & LIABILITIES:

Shareholders Fund:

Share C apital

General & Loan R edemption Reserve

Tax Holiday Reserve

Retained Earnings

Non C urrent Liabilities:

Long Term Loan

Gratuity Payable

Deferred Ta x Liability

Current Liabilities:

Cash Credit Account

Loan against Trust Receipt

Payable for Sundry Expenses

Payable for Goods Su pplied

Payable for Other Finance

Advance Received against Sales

Total Equity

Liabilities:

Notes

1/12/2009

.- 1 143 161 020

03

096828028 I

04

6,332,992

2 172 916 224

05

07,898,556

06

31,361,663

07

86,714,426

08

93,689,327

09

53,252,252

.

3 316 077 244

673 096 023

10

25,004,000

66,000,000

103,324,216

178,767,807

964 903 100

12

3,561,807

32,205,716

189,135,577

1,678,078,121

13

13,265,800

14

58,000,496

15

55,397,871

16

3,488,794

17

5,169,221

42,755,939

3 316 077 244

31/12/2008

222 856 544

1,171, 823

51,033,121

693 743 225

70,433,517

537,008,646

307,777,358

698,546,609

79,977,095

12 916 599 769

574 860 140

225,004,000

166,000,000

103,324,216

80,531,924

1 157 073 249

936,655,246

27,070,047

193,347,956

1 184 666 380

617,830,094

191,646,986

118,497,911

86,938,522

116,085,099

53,667,768

2 916 599 769

Attached Notes form p art of these Financial Statements.

Sd

S-

d

Ahmed Akbar Sobhan

adat Sobhan

. Naseemul Hye FCS

Managing D irector

irector

ompany Secretary

As per our annexe d report of even Date

Dated, Dhaka

. M. Alam & Co.

Chartered Accountants

20


24/50

LU L

,

32,382

Trading Profit

76,030,658

Less: Financial Expenses

2

'87,359,938

Operating Profit Before Other Income

88,670,720

Add: Non Operating Income

,081,559

Total Profit

89,752,279

Deferred Expenses W rite - Off

4,700,129)

Profit/(Loss) on Sale of Fixed Assets

Profit before WP PF

85,052,150

Provision for WPP F

8,81 2,007)

Net Profit before Income Tax --i4V76,240,143

Provision for Income T ax:

44,253

7039)

660)

,4urrent Tax Expenses

,379

eferred Tax Income/Expense

Dr.-fif

v

i 1OP. A

M E G H N A C E M E N T M IL L S L T D .

Profit Loss S tatement

For the year ended 31 D ecember 2009

Particulars

otes

1/1212009

1/12/2008

Sales - Net

8

4705,094,692

,060,168

Less: Cost of Goods S old

9

248 487 61

,040,933,220

Gross Profit

56 607 082

26 126 948

Less: Other Expenses

80,576,424

2,663,781

Administrative Ove rhead

0

6,958,143

9,316,069

Selling & Distribution Overhead

1

23,618,281

3,347,7

133,463,167

'4i ,724,510

31,738,657

3,479,205

35,217,862

(4,700,129)

188 ,384

30,706,117

(1,462,196)

1i1 539.

(8,042078)

i 3039)

Earnings per Share(Basic)

3

8.66

0.28

Attached Notes form part of these Financial Statements.

d -

d -

d -

Ahmed Akbar Sobhan

adat Sobhan

. Naseemul Hye FCS

Managing D irector

irector

ompany Secretary

As per our annexed report of even Date

Sd -

Dated, Dhaka

. M. Alam & Co.

Chartered Accountants

21


25/50


26/50

b Fixed Assets

These are valued at historical cost less accumulated depreciation as per BAS-1 6 Property Plant

& Equipment Cost represents cost of acquisition or construction.

The value of Land and Land development comprised of the purchase value and development

cost.

c) Depreciation

Depreciation is charged on fixed assets on the reducing balance method at varying rates

considering the useful lives of the assets. No depreciation is charged on Land & Land

development. No depreciation has been charged on additions and disposals of fixed assets during

the year under review. The rate of depreciation on some fixed assets has been changed based on

their estimated life.

The rates of depreciation on each class of assets are as follows:

Particulars of Assets

Building and other Construction

Plant & Machinery

Furniture & Fixtures

Office Equipment.

Telephone Installation

Motor Vehicles

Annual rate of Depreciation

2.5% to 10%

5% to 10%

6% to 10%

6% to 10%

10%

20%

Sundry Assets

5% to 20%

d) Inventories

Inventories comprises of Raw Materials, Packing Materials, Finished Goods and Store & Spares.

They are stated at the lower of cost and net realizable value in accordance with BAS-2

Inventories after making due allowances for any obsolete or slow moving items. The cost of

inventories are assigned by using weighted average cost formula. Net

realizable value is

determined after deducting the estimated cost of completion and/ or cost to be incurred for

effecting the sale from sales price.


27/50

IJdtcILIVI I r ldl l to

The company set up a Broad of trustee for operation of a Contributory Provident Fund Scheme

and also an unfunded gratuity scheme for all of its eligible permanent employees. The Provident

fund is registered.

Employees are entitled to Gratuity after completion of minimum 5 (five) years of services in the

company. The Gratuity are calculated on last basic salaries and is payable at the rate of 1 (one)

month for every completed year of service.

f) Taxation

The Assessment of the company has been completed up to the assessment year 2006-2007. The

assessment for the year 2007-2008, 2008-2009 and 2009-2010 are under process.

g) Income Tax

Deferred Tax

The Management recognized deferred tax in accordance with the provision of BAS-12

The Deferred Tax liability as on 31 .12.2009 is arrived at as follows:

Opening Balance of Deferred Tax Liability as on 01 .01.2009

aka 19,33,47,956.00

Add taxable temporary differences during the year:

l

19,33,47,956.00

Less: deductible temporary differences during the year:

2,12,379.00

Closing Balance of Deferred Tax Liability as on 31 .12.2009

8,91,35,577.00

b

Current Tax

Provision for income tax has been made @ 27.5% on net profit for the year as per provision of

income tax Ordinance, 1984,

h) Foreign Currency Translation

Transactions in foreign currencies are converted into Bangladeshi TAKA at the exchange rate

ruling on the date of transaction as per BAS-21 the effects of changes in Foreign Currency

Rates.

26


28/50

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29/50

M E G H N A C E M E N T M I LL S L TD

NOTES TO

T H E A C C O U N T S .

F O R T H E Y E A R E N D E D 3 1 D E C E M B E R 2 0 09

Establishment and Operation- Disclosure under BAS-1 Presentation of Financial

Statement

Domicile, Legal Form and country of incorporation

Meghna Cement Mills Ltd, was incorporated in Bangladesh on 3rd day of March ,1992 as a Public

Company Limited by shares under the Companies Act, 1913 and its shares are listed in the Dhaka

and Chittagong Stock Exchange.

Address of Registered Office and Principal Place of Business

The registered office is situated at 125/A, Bashundhara R/A, Baridhara Dhaka-1229. The factory

is situated at Mongla Port Industrial Area, Bagerhat.

Principal Activities and Nature of operations

The nature and principal business activities of the company are manufacturing of cement from

clinkers and marketing thereof.

2

Significant Accounting Policies-Disclosure under BAS-1 Presentation of Financial

Statements.

I

Measurement Basis used in preparing the Financial Statement.

These accounts have been prepared on going concern basis using accrual system of accounting

under historical cost convention as laid in the Bangladesh Accounting Standard.

II

Specific Accounting policies selected and applied for significant transactions & Events

(a) Revenue recognition

Revenue are recognized at the time of delivery from factory after making invoices, when the risk of

the ownership has been transferred to the buyer as per BAS 18' Revenue Recognition

24


30/50

i

Definition of Cash Cash Equivalents

Cash in hand and cash at Banks have been considered as the cash and cash equivalents for the

preparation of these financial statement that were held and available for the use by the company

without any restrictions and there was insignificant risk of changes in value of these current

assets.

j

Cash Flow Statement

Cash flow Statement is prepared principally in accordance with BAS-7 'Cash Flow Statement and

the cash flow from operating activities have been presented under

the direct method as required by the Securities & Exchange Rules, 1987.

k

Earning Per Share (EPS)

The company calculates Earning Per Shares (EPS) in accordance with BAS-33 Earning Per

Share which has been shown on the face of Income Statement.

The disclosure has been made in the note 23 in respect of numerator (net profit) and

Denominator (weighted average number of shares) used in the calculation of basic EPS together

with necessary computation.

No diluted Earning Per Share is required to be calculated as there was no scope for dilution

during the year under review.

(I) Workers' Profit Participation Fund

During the year under review the company made the provision 5% of net profit for workers

profit participation fund.

(m) Additional information on Financial Statements

Responsibilities for Preparation and Presentation of Financial Statements

The Board of Director is responsible for preparation & presentation of Financial Statement as per

the framework for the preparation and presentation of Financial Statements issued by the ICAB.


31/50

Components of the Financial Statements

According to the Bangladesh Accounting Standard BAS-1 Presentation of Financial

Statements / the complete set of financial statements include the following components:

Balance Sheet as at 31St December, 2009

Profit & Loss Accounts for the year ended 31st December, 2009

Statement of Changes in Equity for the year ended 31 St December, 2009

v

Cash Flow Statement for the year ended 31St December,2009

v

Accounting polices & explanatory notes.

Use of Estimates in Preparation of the Financial Statements

The preparation of financial statement in conformity with the Bangladesh Accounting Standards

requires management to make estimates and assumptions that affects the reported amounts of

assets and liabilities at the date of financial statements & revenues and expenses during the

period reported. Actual results could differ from those estimates.

Estimates are used for accounting of certain items such as depreciation & amortization,

employees benefit plan/ taxes/ reserves and contingencies.

Compliance with local laws:

The financial statements have been prepared in compliance with requirements of the

Securities and Exchange Rules 1987 in addition of the companies Act 1994 and other

Relevant local laws & rules.

Compliance with Bangladesh Accounting Standard BASs)

The financial statements of the company cover the year 1st January 2009 to 31st December 2009

consistently, and complied with the Bangladesh Accounting Standards (BAS).

Reporting currency and level of Precision:

The figure in the financial statement represents Bangladeshi Taka currency that

have been rounded off to the nearest Taka except where indicates otherwise.

Re- arrangement of Figure:

Previous year figures have been re-arranged wherever necessary to confirm current year's

presentation.


32/50

683,958

2,672,717

1,410,785

3,198,030

486,054

223,867

712,190

285,653

739,525

9,888,104

245,924

132,625

4,150

67,343,561

12,087,855

548,052

5

6,848,163

387,218

107 898 556

625,732

2,689,671

536,470

2,582,684

952,382

95,859

547,376

247,108

487,380

2,491,562

182,583

182,208

2,250

45,373,764

10,791,248

241,322

2,177,083

226,714

70 433 517

Amount In Taka

009

008

Note-03: FIXED ASSETS: TK 1 096 828 028

Gross Block at Cost

,899,686,834

,885,710,029

Less: Accumulated Depreciation

02,858,806

713,886,606

1,096,828,028

,171,823,423

The Details Fixed Assets Schedule has been shown in Annexure -A/i

Note-04 - DEFERRED REVENUE EXPENDITURE: TK 46 332 992

Preliminery Expenses

Pre-operation Expenses

Less: Written off up to 31-12-2008

Written off during the year.

7,009,103

86,993,475

94 002 578

42,969,457

4,700,129

47 669 586

46 332 992

7,009,103

L

86,993,475

94 002 578

38 269

4,700,129

42 969 457

51 033 121

Note: Deferred Expenses has been written off @ 5 on Original Cost.

Note-05: STORES AND SPARES: 1K 107 898 556

Construction Materials

lron,Steel and non- Ferrous Matel

Pipe, Tube and Fittings

FueI,Oil & Lubricants

Raw Materials & Chemical

Paints and Vernish

General Hardware

Loose Tools

Domestic Equipments

Cords,Ropes and Chain

Pack Gasket and Insulating Materials

Laboratory Equipments

Furniture & Fixture

Machinery Equp. & Spare parts

Electrical Equp. & Spare parts

Office Equipments & Spare parts

Medical Supplies & Equipments

Store in Transit

Sundry

29


33/50

Note-06: STOCK-IN-TRADE : TK 731 361 663

Clinker

Gypsum

Fly Ash

Slag

Lime Stone

Hard Rock

Cement Bags

Finished Goods

Loose Cement (In silo)

Total

Quantity

76,701 .895 MT

8,018.520 MT

10,771 .661 MT

15,715.022 MT

10,649.820 MT

57,25,732 Pcs

14,742.958 MT

403,149,548

21,642,302

18,879,116

81,855,978

21,391,817

112,377,209

659 295 970

72,065,693

731 361 663

297,651,329

27,423,419

13,630,348

21,053,999

26,160,886

21,169

95,945,741

481 886 891

55,121,755

537 008 646

Note-07: TRADE DEBTORS: TK 286 714 426

Balance Carrying more than 1 (one) year

Balance Carrying more than 6 (six) month

Balance Carrying less than 6 (six) month

Trade debtors are considered good. So, provision has not been made for bad and doubtful debts.

Trade debtors includes Tk. 2,88,59,272 receivable from related parties.

Note-08: ADVANCES DEPOSITS AND PREPAYMENTS : TK 893 689 327

9424698

9,996,61

2,433,345

,744,285

214,856,383

45,036,463

286 714 426

07 777 358

Advance:

Salary

Advance against TA/DA

Contractors

Suppliers

Generals

C F Agents

Motor Car

Sundry

Govt. of Bangladesh

Advance Income Tax:

Tax General

AlT-Clinker

AlT-Spare Parts

AlT- Gypsum

AlT-Slag

AIT-Flyash

Sub-Total

Sub-Total

1,953,205

82,490

568,000

45,118,527

9,875,377

1,022,121

12,597,218

7,816,252

520,000,000

1,363,314

143,467,424

702,044

5,299,241

5,097,189

9,611,644

165 540 855

1,001,490

85,522

381,710

3,160,416

6,093,300

473,383

12,250,420

10,437,563

520,000,000

862,397

70,478,315

419,758

3,017,591

1,972,119

4,151,299

80 901 479

599 033 190

53 883 804


34/50

81,305,300

36,720,500

626,005

118 651 805

893 689 327

20,079,444

32,582,000

626,005

53 287 449

698 546 609

3 789 166

2,713,897

1,075,269

140 619 675

6,518,786

5,197

42,477

102 071

2,729,939

501,077

1 619 992

1,123,044

496,948

70 255 745

285,928

5,597

869,478

176 771

6,340,480

502,502

C ID 4 0 0 4 1

53842-000

C/D-063301 2461

C/D-001 003857

CID 1

1100011541

C/D-1 3300007622

C/D 000333001 979

Deposits:

PDB Factory Office

Mobile Telephone

Bank Grarantee Margin

CDBL

Security Deposit-T & T

Security Deposit-BOC (BD) Ltd.

Security Deposit-Uttara Finance

Security Deposit- Water (BFDC)

Security Deposit- (DBBL)

Lease Deposit-Phoenix Leasing

Lease Deposit- IDFCL

BFICL

Prepayments:

Prepaid VAT

L C Margin

Revolving

402 625

,402,625

197,000

94,000

1,979,073

,979,073

300,000

00,000

30,600

0,000

64,000

151,230

51,230

50,000

00,000

100,000

2,178,079

,178,079

51,310

1,310

23,560

3,560

Sub-Total

0 463 477

0 473 877

dvance to Govt. of Bangladesh represents the amount forcibly taken by the then Care Taker

overnment. The total amount of Tk.52,00,00,000/= (Fifty Two Crore) was paid in favour of

Government of The Peoples Republic of Bangladesh. During the year a Writ Petition no.8125 of

2009 was filed in the High Court Division of the Hon'ble Supreme Court of Bangladesh. The

on'ble Court was satisfied enough to issue a Rule Nisi against the Govt. Authorities.

Note-09 :CASH AND BANK BALANCE: TK 153 252 252

Cash in hand

1. Head Office

2.

Factory

Current accounts with Banks

1.

Arab Bangladesh Bank Ltd.

Motijheel Branch, Dhaka

2.

lFlC Bank Ltd

Dhanmondi Branch, Dhaka

3.

Janata Bank,Janata Bhaban

Corporate Branch.

4.

Southeast Bank Limited

Principal Branch, Dhaka

5.

Social Islami Bank Limited

Principal Branch, Dhaka

6.

Bank Asia Ltd.

P.O Motijheel, Dhaka

31


35/50

40 846

7 147

54 191

6 991 627

227 245

1 372 835

49 470

9 200 455

6 134 342

9 005 251

10 928 597

22 014 712

23 449 153

42,116

6 662

54 806

4 322 000

228 570

2 194 491

49 590

11 595 388

7. NCCBL

/D-01017113

Motijheel Branch Dhaka

8.

Trust Bank Ltd. Sena Kalyan C/D-0210002402

Bhaban Branch Dhaka

9. Soc ia l Is lami Bank Limited

/D-13300000923

Forigen Ex. Branch Dhaka

10.

Standard Bank Ltd.

/D-330021 83

Monshikhula Branch

11. Shahajalal Islami Bank Ltd.

ID 1 1100004821

Gulshan Branch Dhaka

12. Mutual Trust Bank Limited

/D-021 0002738

Bashundhara City Branch

13.

Islami Bank B D Ltd.

/D-205021301000888211

Dilkusha Branch Dhaka

14. Social Islami B ank Limited

/D-1 330001 2862

Panthapath Branch.

15 . Bank Asia Ltd.

/D-02333000405

Bashundhara Branch Dhaka

16. United Commercial Bank Ltd. C/D 0541 1100018531

Guishan Branch Dhaka

17. Dutch-Bangla Bank Ltd .

/D-01 47110000002762

Bashundhara Branch

18. Islami Bank B D Ltd.

/D-3283

Gulshan Branch Dhaka

19. National Bank Ltd .

/D-0098-33004449

Pragati Sarani Branch

20. Standard Bank Ltd .

/D-0023301 1404

Principal Branch Dhaka

21.

Janata Bank Ltd.

/D-217

Mongla Port compound Br.

22. Janata Bank Ltd .

/D-284

Mongla Port compound Br.

23. Janata Bank Ltd .

/D-3501

Helatola Road Br. Khulna

24.

Janata Bank Ltd.

/D-3621

Helatola Road Br. Khulna

1 455 172

7 636

2 236 665

96 550

33 093 330

7 594 473

2 641 900

864 921

32


36/50


37/50


38/50

Note-12.4: LEASE FINANCE-PHOENIX LEASING COMPANY LTD: TK. 33,588,623

The above amount was received from Phoenix Leasing Co. Ltd to meet the liquidity demand of the

Company in 2001 .The rate of interest is 9 flat rate p.a. The loan is secured against lease deposit

of Tk. 21,87,079/= Corporate guarantee and personal guarantee of all directors.

Note-12.5: TERM LOAN-NCCBL : 1K. 75,229,091

The term loan has been given from NCC Bank ltd. For adjustment of LTR . The rate of interest is

15 and it is payable by monthly installment.

Note-1 2.6: OTHER FINANCE: TK. 613,382,954

This represent interest free loan from sister concerns.

Note-113: CASH CREDIT HYPO) A/C: TK. 613,265,800

CC(H)-45

13,265,800

17,830,094

61 3,265,800

17,830,094

The above amount has been taken from Janata Bank, Janata Bhaban, Corporate Branch, Dhaka

for working capital. The rate of interest is 13 p.a. Nature of security for the above CC(H)-45 are

as follows:

Raw Materials (Clinker, Cement Bag,Gypsum, etc.) and Finished Goods (Cement in Silo);

b

First paripassu charged by way of mortgage in respect of all property and fixed assets;

First paripassu charged by way of hypothecation in respect of all plant, machinery and

properties of the company;

d

Personal guarantee of all Drectors.

Note-11 4: LOAN AGAINST TRUST RECEIPT: TK. 658,000,496

Janata Bank for 91160 MT Clinker

21,444,562

67,004,648

Janata Bank for 10000 MT Gypsum

5,732,563

Janata Bank for 13200 MT Slag

0,823,371

4,642,338

658,000,496

91,646,986


39/50

Note-15:

PAYABLE

FOR SUNDRY EXPENSES TK 255 397 871

Electricity Bill

Salary, Wages Benefit

Audit Fees

Advertisement- Sales

General Expenses

Consultancy Fee.

Telephone Fax E-mail Bill

Shore protection

A Pathology

Co's Cont. to PF

VAT Payable

Tax at source Payable

Provision for Company Tax

Conversion Expenses Payable

12,090,369

7,363,673

50,000

2,245,956

311,352

16,158

206,710

62,921

144,267

2,273,384

3,713,896

74,660,571

152,258,613

255 397 871

8,466,280

6,037,735

50,000

1,096,370

311,352

6,300

149,885

62,921

200

122,796

2,006,036

2,438,428

26,194,532

71,555,077

Note 16:

PAYABLE FOR GOODS

SUPPLIED: TK 53 488 794

Accounts Payable -Cement Bag

C F and Others-Clinker

C F and Others-Slag

C F and Others-Spareparts (Import)

C F and Others payable-Gypsum

C F and Others payable-Flyash

C F and Others payable

Payable of Spare Parts

Mr. Mustafizur Rahman Miraza APO

M/S Rupsha Filling Station

Mr. Tayrul Islam Sea

M S Sundarban Filling Station

M/S Daily Purbanchal

M/S Aroj All Co.

M/S FW Nicol Bangladesh

M/S A T Survey Insp. Co. Ltd.

M/S Fuchs Lub. BD Ltd.

Mr. Jigar Hosssain

M/S Adhunik Pathology-Mongla.

M/S Doc Labour Mgt. Board-Mongla Port

M/S Bablu Enterprise

M/S Kings scale

M/S M. A. Hashem Sons

Clinker Lightering cost payable

Payable to local Suppliers

18,591,341

1,559,833

170,551

250,793

86,950

405,741

17,123

333,569

63,083

82,011

6,568

1,733

11,536

1,304

26,915

4,900

107,825

21,000

6,205,669

25,540,350

30,955,851

1,065,910

126,764

176,136

173,331

382,959

17,123

333,569

58,388

82,492

6,568

10,864

1,733

26,986

15,025

1,304

200,543

26,915

13,780

441,420

44,237

18,476,826

34,299,799

53 488 794

6 938 523

Account payable cement bag represents Tk. 1,85,91,341 payable to Shahjalal Newsprint Ind. Ltd.


40/50


41/50

Note- 18 NET SALES ; TK. 4 705 094 692

Gross Sales

Less: VAT

Net Sales

Amount in Taka

2009

008

5 421 291 970

756 923 254

1619727J

89,863,086

4 705 094 692

267 060 168

During the year under audit Company sold 824,326 MT Cem ent in local market at Tk 5,421 ,291 970 Gross).

Note- 19: COST OF GOODS SOLD: TK. 4 248 487 610

Opening Stock of raw and packing material

Raw and packing material purchased

Closing stock of raw and packing material

Raw and packing material Consumed (Notel9.1)

Electricity Bill

Salary, Wages and other benefit

Company's Contribution to PF

Leave Pay Gratuity

Diesel and Lubricants

Repairs and Maintenance- Electrical

Repairs and Maintenance- Mechanical

Repairs and Maintenance- Building

Repairs and Maintenance- Jetty

Repairs and Maintenance- Vehicles

Repairs and Maintenance- Crane

Repairs and Maintenance- Dredger

Repairs and Maintenance- Bulk Unloader

Dredging Expenses

Water

Stock Insurance

Medical Expenses

Port Shipping Expenses

Fooding Expenses

Fire Fighting Expenses

Training Quality Circle Expenses

Laboratory Expenses

Uniform Liveries

Conversion Expenses

Depreciation

Changes in opening and closing

stock of finished goods

481,886,891

3,940,576,882

659,295,971

3 763 167 802

140,358,612

88,1 78,238

256,692

3,008,543

9,042,220

2,246,103

8,264,119

518,011

70,598

1,368,107

1,172,497

407,789

930,955

4,017,847

696,450

257,580

172,178

332,661

2,278,414

299,703

24,677

863,592

615,945

150,703,536

86,178,679

4 265 431 548

(16,943,938)

4 248 487 610

828,428,242

2,335,044,068

481,886,891

2 681 585 419

90,809,411

73,265,889

175,492

7,210,645

7,241,248

1,543,170

4,928,822

258,682

54,333

2,609,563

3,369,574

87,471

549,271

7,466,656

1,265,610

301,259

116,589

170,501

1,143,889

76,010

11,827

904,933

619,225

71,555,077

82,361 ,289

3 039 681 854

1,251,366

3 040 933 220

38


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2,890,150,987

103,265,663

219,063,192

112,300,534

114,790,262

21,169

323,575,996

3 763 167 802

2,046,893,066

76,352,910

139,126,012

106,406,643

85,542,773

9,639,993

217,624,023

2 681 585 419

22,816,406

1,149,966

1,369,956

76,792

70,360

2,721,789

78,331

1,669,061

5,108,194

771,423

1,239,220

3,041,992

445,804

212,050

2,689,485

722,911

46,435

65,644

50,000

1,124,194

1,252,906

93,672

42,000

196,489

1,139,409

226,000

11 8

318,433

25,320

368,007

76,747

25,691,364

1,278,783

3,886,713

55,657

90,630

61,013

822,034

58,838

1,847,381

248,789

781,935

699,547

3,039,926

355,263

75,600

2,360

1,481,946

320,211

76,034

72,479

50,000

318,222

762,164

6,000

150,730

126,187

42,000

163,100

1,954,210

226,000

7,040

118 946

23,198

264,502

9 565

56,021

Amount in Taka

009008

Note- 19.1 Raw Packing Mater ials Consum ed:

1K. 3 763 167 802

Particulars

pening

urchase

losing

Clinker

97,651,329

,995,649,206

03,149,548

Gypsum

7,423,419

7,484,546

1,642,302

Fly Ash

3,630,348

24,311961

8,879,116

Slag

1,053,999

73,102,513

1,855,978

Lime Stone

6,160,886

10,021,193

1,391,817

Hard Rock

1,169

Cement Bag

5,945,741

40,007,464

12,377,209

Total

81 886 891

940 576 882

59 295 971

Note- 20 ADMINISTRATIVE OVERHEAD: TK. 56 958 143

Salary Benefits

P.F. Contribution

Leave pay Gratuity

Electricity Bill

Water Bill

Advertisement

Printing and Stationery

Postasge Telegram

Telephone Fax E-mail Bill

Registration Renewals

Rates Taxes

Travelling Conveyance

Fuel and Oil

Repairs and Maintenance- General

Consultancy Fees

Form and Fees

Donation Subscription

Entertainment

Insurance Premium Car.

Paper and periodicals

Audit Fees

Legal Expenses

AGM Expenses

Board meeting Fee

Office Maintenance

Share Expenses

House Rent

Testing Fee

Repairs and Maintenance- Vehicles

Listing Fee

Game Sports And Recreation

Ceremonial Espenses

ISO 9001 Expenses

Religion Welfare

Uniform and Liveries

Gardening Expenses

39


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Note 25: GENERAL

The Company has no aggregate amount of contract for capital expenditure to be executed and

not provided for in the accounts.

b There is no Guarantee issued by the management on behalf of Directors of the Company itself

except Bank Loan.

C Auditors are paid only statutory audit fees approved by the shareholders in the last AGM.

d There was no foreign exchange remitted to relevant shareholders during the year under audit.

e No amount of money was expended by the company for compensating any member of the

board of special service.

Note 26: ADDITIONAL DISCLOSURE AS PER SEC:

Security and Exchange rules, 1987 (Rule 12/2)

Claim against the company not acknowledge as debt as on 31.12.2009.

IL

b

Uncalled liability on partly paid up shares.

IL

c

Arrears of first cumulative dividends on preference shares together with the period for which

the dividend are in arrears.

IL

d

The aggregate amount of contracts for capital expenditure remaining to be executed and not

provided for.

IL

e

Others sums for which the company is contingently liable as on 31 12 2009:

Tk. 99, 27,351 for which a case pending with Appellate Division of the Hon ble Supreme Court

of Bangladesh against import of cement bag.

Capacity

roduction

hort fall

easons

10,00,000 MT

,28,692 MT

,71,308 MT

ccording to market demand

g

The general nature of any credit facilities available to the company under any

ontract and

not taken up at data of Balance Sheet.

IL

h

Aggregate amount due by directors and officers of the company or associated undertaking:

Directors

IL

Associated Undertaking

,88,59,272

Officers

9,53,205

Security and Exchange rules, 1 987(Para 5a,iii of part-1)

The advance against goods, services and expenses considered good by the management and

no collateral security is held against advance.

h. Security and Exchange rules, 1987(Para 5a, iii of part-u)

Mode of disposal of machinery and equipment.

IL


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Note-27: particulars of requirement as per schedule xi part ii of the companies Act 1994

are-3(l) (b) commission paid to selling agents.

IL

are-3(I) (c) Brokerage and discount on sales other then the usual Trade Discount NIL

are-3(ii)

Number of employee drawing salary above Tk. 3000 per month

77

Number of employee drawing salary below Tk. 3000 per month

IL

4 Para-8 (b)

Expenses incurred in foreign currency on account of royalty, Technical expert

And Professional Advisory fee, interest etc. if any

IL

ara-8 (d)

Number of non resident shareholder

Number of share held by non resident shareholders including foreign investor

IL

6

ara-8 (e)

Export of goods calculated on FOB basis.

IL

Royalty, know-how, professional and consultation fees.

IL

Interest and Dividend.

IL

v Other income indicating the nature thereof

IL

Note-28: Remuneration of Directors and Officers:

Particulars

irectors

fficers

Salary

8,000,491/=

House Rent

,429,802/=

Bonus

,259,233/=

Other Allowance

,346,992/=

Provident Fund

156 5 51=

Fees

7 193 023/=

Note-29: Post Balance Sheet Event:

During the year the Board of Directors in its meeting held on 29/04/10 proposed 35% Cash

Dividend (2008: 15% Cash dividend). The dividend proposed is subject to share holder's approval

at the forthcoming Annual General Meeting. The Proposed dividend is not recognized as a liability

at the Balance Sheet date in accordance with BAS 10 'Event after Balance Sheet Date Except

the fact stated above no circumstances have arisen since the Balance Sheet date which would

required adjustment to or disclosure in the financial statement as note there to.

42


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\

4_ 1a

7 ;

.;

)


48/50

HELf1PJA 2EHEWf Hf LL LTD

Corporate Office: 125/A, Bashundhara RIA, Block-A,

Baridhara, Dhaka-1212

PROXY ORM

I/We..........................................................................................................................................

of..............................................................................................................................................

being Member of Meghna Cement Mills Ltd., hereby appoint ..............................................

of.............................................................................................................................................

as my/our proxy to attend and vote for me/us on my/our behalf at the 18th NNU L

GENER L MEETING

of the Company to be held on Sunday, 20 June 2010 at 11.00

a.m. and/or at any adjournment thereof.

As witness 1/We put my/our hand this ....................day of ....................................2010.

Si

nature on

(Signature of the Shareholder)

k. 8

Register Folio No./BO A/C No. ..............................................

R evenue Stam p

No. of shares held ..................................................................

Note: A Member entitled to attend and vote at the Annual General Meeting may appoint a

proxy to attend and vote on his/her behalf. The Proxy Form duly completed must be

deposited at the Registered Office of the company not later than 72 hours before the time

fixed for the meeting.

HEc f/NA (3EHE/fr HILLS LTD

Corp orate Office: 125/A Bashundhara R IA Block-A

Baridhara Dhaka-1212

Please com p lete the attendance slip and hand it ov er at the entrance of the hail .

TTEND NCE SLIP

I hereby record m y attendance at the 18th ANNUA L GENER AL MEETING being held on Sunday 20 June

2010 at 11: 00 a.m. in Bashundhara Convention Centre, Block G, Umme Kulsum Road, Bashundhara

R JA Dhaka.

Nam e of m em ber/p roxy

ignature


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meghna cement mills 2009

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