annual report 2017-2018 · 2019. 1. 24. · maksons spinning mills ltd 5 notice of the 14thannual...

ANNUAL REPORT2017-2018

Maksons Spinning Mills Ltd 1

TABLE OF CONTENTS

LETTER OF TRANSMITTAL 04NOTICE OF AGM 05CORPORATE GOVERNANCE 06CERTIFICATION & RECOGNITION 09EVENT HIGHLIGHTS 10THE BOARD OF DIRECTORS 11SENIOR EXECUTIVES 15CORPORATE DIRECTORY 16CHAIRPERSON’S MESSAGE 19MANAGING DIRECTOR’S MESSAGE 21DIRECTOR’S REPORT 24-52BAPLC CERTIFICATE 53FINANCIAL HIGHLIGHTS 54AUDIT COMMITTEE REPORT 56-57MINUTES OF THE 13TH AGM 58AUDITOR’S REPORT TO THE SHAREHOLDERS 60STATEMENT OF FINANCIAL POSITION 61STATEMENT OF COMPREHENSIVE INCOME 62STATEMENT OF CHANGES IN EQUITY 63STATEMENT OF CASH FLOWS 64NOTES TO THE FINANCIAL STATEMENTS 65-86PROXY FORM & ATTENDANCE SLIP 87


CORPORATEVISION

MISSION STATEMENT

OBJECTIVE

We see Business as a means to the well being of Shareholders, Stakeholders and Society at a large keeping in line with the Nation’s interest.

Our Corporate Mission is to provide world class products to our valued Customers, maintaining high Ethical Standards while we conduct Business.

Our Primary Business Objective is to conduct transparent Business Operations within Legal and Social framework, aiming to attain the mission with qualitative/quantitative targets while we operate.

All Financial Policies like Investments, Dividend disbursement and other related Fianancial Policies are aimed to maximize the value of the organization within.

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

FINANCIALMANAGEMENT

POLICY

CORPORATEFOCUS


Our Focus

To Provide top quality product at least possible

prices

To protect Shareholder’s Capital, ensuring highest

return with promising growth

To Fulfill CSR and pay regular Taxes, Duties and claims

by various public agencies like municipalities, Port

Authorities, etc.

To Practice good Corporate Governance by not being limited to disclosures and reporting to Shareholders

To compensate all employees properly for

they are core in driving the business forward

To avail an environment free from pollution and poisoning for all citizens


LETTER OF TRANSMITTAL

To

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

Subject: Annual Report for the Year Ended on 30 June, 2018.

Dear Sir/Madam (s),

We are pleased to enclose a copy of the Annual Report together with the Audited Financial Statements including Statement of Financial Position as at June 30, 2018 and Income Statements, Statement of Cash Flow and Statement of Changes in Equity for the Year Ended on 30 June, 2018 along with notes thereon of Maksons Spinning Mills Limited for your reference and record.

Yours sincerely,

___________________

(Mohd. Mohsin Adnan)Company Secretary & Executive Director


NOTICE OF THE 14thANNUAL GENERAL MEETING

Notice is hereby given that the 14th Annual General Meeting of the Shareholders of Maksons Spinning Mills Limited will be held on Wednesday, 06 February, 2019 at the Factory Premises of the company (Holding # 87, Ward # 5, Block # B, Road # Shahid Minnat Ali Road # 4, B-Bangla, Gouripur, Ashulia, Savar, Dhaka) at 9.30 am to transact the following Business:

Agenda-1: To Receive, Consider and Adopt the Audited Financial Statements of the Company for the Year Ended on 30 June, 2018 and Report of the Auditor and Director thereon for the said Year.

Agenda- 2: Agenda- 3:

To Declare Dividend.To Elect Chairman of the company

Agenda- 4: To Elect Directors.

Agenda- 5:

Agenda- 6:

To Appoint Auditors of the Company for the term until the next Annual General Meeting and to fix their remuneration.To approve appointment of Compliance Auditor.

Agenda- 7: To approve appointment of Mr. Md. Khurshed Hossain as Independent Director.

Agenda-8: To transact any other Business of the Company with permission of the Chair.

BY ORDER OF THE BOARD OF DIRECTORS,

____________________

MOHD. MOHSIN ADNANCompany Secretary & Executive Director

Dated: Dhaka – 25 October, 2018

Notes:

1. A Shareholder is entitled to attend and vote at the meeting, may appoint a Proxy to attend and vote instead of him/her. The Proxy form, a specimen of which is enclosed, is must affixed with a Revenue Stamp of Tk. 8.00, which must be submitted to the Registered Share Office of the Company, not later than 48 hours before the day of the Annual General Meeting.

2. The Record Date shall be on 5th December, 2018. The Shareholders, whose names will appear in Share Register of the Company or in the Depository Register on that date, will be entitled to attend at the Annual General Meeting.

3. Shareholders are requested to submit their quires on the Directors’ Report and Audited Accounts, if any, at the Registered Office of the Company by 3rd February, 2019.

4. Members are requested to notify change of addresses, if any, to the Company.

5. The Annual Report is available in the company’s web site at www.maksonsgroup.com.bd

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CORPORATE GOVERNANCE

Corporate Governance involves decision-making process for all corporate bodies as an ongoing concern for the benefit of the whole race existing and for the future. These decisions may be categorized as policy and strategy, operation and execution, performance and evaluation and sharing of accretion assets between present and future cohorts. The involvement of the entrepreneur in all these area invokes decision making governance on a continual basis. The degree of involvement being a variable with the extent of delegation of authority top down and reporting for accountability bottom up of the management is a requirement. The Board of Directors, Executive Management Authority and Operational participants inclusive of workers and others share these aspects of governance in order to fulfill the common goal that converges in increasing the benefit of the stakeholders at the highest level. Till this time the entire corporate governance efforts are blended with “Good Governance Practice” as ethically and morally acceptable standards under a given socio political environmental phenomenon as per societal need we operate and exist with consistency.

Corporate Governance is a key to its sustenance. Good Corporate Governance is a key to successful sustenance. OurCorporate Governance is as follows:

CORPORATE GOVERNANCE Corporate Governance is the system through which the Company is directed, guided and controlled by the Board, keeping in view with its accountability to the shareholders. Now in accordance with the requirement of the Securities and Exchange Commission, “Corporate Governance Compliance Report” is also annexed. Additionally, the Status Report that is required to be presented by the Company in pursuance to Notification No. BSEC/CMRRCD/2006-158/207/Admin/80 of 03 June, 2018 issued by Securities & Exchange Commissions is attached as Annexure-C.

Board of Director’s: Constitution:

The Board of Directors, top Management echelon, consisting of the founder entrepreneurs, successors and the inclusion of an Independent Director and Nominee Directors, provide the policy making and strategic support followed with direction for the entire range of the corporate activities. The Board of Directors consist of Seven (7) Members including the Independent Directors with varied educational qualification & diversified experience, provides a balancing character in the decision making process. As the Board is reconstituted every year before each Annual General Meeting when one-third of the members retires and seeks re-election. A director is liable to be removed if the conditions of the Articles of Association and if the provisions of the Company Act 1994 are not fulfilled.

Roles and Responsibilities:

The main role of the Board of Directors, considered the highest authority in the Company, is to provide general superintendence, oversee the operations and control the affairs of the Company through appropriate delegation and accountability process via the chain of command. The Board of Directors however, holds the ultimate responsibility and looks out for the Shareholders interest. They also look out for the best interest of the Stakeholders, the society at large including the country’s overall benefit in terms of economy. The Board of Directors in respect of fulfilling its full responsibilities holds periodic meetings, at least once a quarter and delivers appropriate decisions and gives directions to the Executive Management body. Such meetings usually are based on operational performances, financial results, and review of overall allocated and actual budget, capital expenditure, and proposals for BMRE or new project/ division/ product lines, collection of funds through issuance of shares or borrowing, procurement of raw materials, plant and machineries, pricing of product/ discounts, recruitment, training and promotion of officers, approval of audited accounts and distribution of dividends and other interest of the stakeholders


including the employees and workers. The Board of Directors takes special care in designing and articulating productivity and compensation plans of the employees and workers. Company employees are rewarded appropriately on the basis of quantity measures and quality of performance as an incentive. The Board also remains responsible for removal of operational hazards towards their life and care regarding their well being of health, provided friendly and cordial work environment and favorable social relation as demanded by a good citizen operating as a separate business entity in a country like Bangladesh.

Appointment or reappointment of Directors:In accordance with Article nos. 124 & 125 Section 91(2) of Company Act 1994 Mr. Mohd. Ferdous Kawser Masud and Mrs. Laila Ali both are due to Retire by rotation from the Board of Directors and being eligible, offer them for re-election. Board of Directors have re-elected both the Directors for the next term.

Independent Director

The Company has complied with the notification of the Bangladesh Securities and Exchange Commission with regard to appointment of independent Director to the Board. Maksons Spinning Mills Limited has two independent directors namely Dr. Jamaluddin Ahmed, FCA and Dr. Mijanur Rahman. The company has also appointed another independent Director namely Md. Khurshed Hossain and a Nominated Director Dr. Mohammed Mizanur Rahman to form Audit Committee and NRC as compliance with Corporate Governance Code which is subject to approval at upcoming AGM.

Board CommitteesThe Board has established different Board Committees to which it has delegated some of its responsibilities which are given below:

Audit Committee

The Board of Directors has constituted an Audit Committee of the Board consisting of Three Directors and two other members. The Audit Committee is headed by the Independent Director Dr. Mijanur Rahman and companying him the other members are respectively Mr. Md. Ferdous Kawser Masud (Director), Mr. Mohd. Amzad Ali Badal (Director) Mr. Mohd. Mohsin Adnan (Executive Director & Company Secretary) and Mr. Younus Bhuiyan (Chief Financial Officer).

The Audit Committee carries out its responsibilities as per the provisions of law and subsequently submits its report to the Board of Directors in stipulated time. The Audit Committee synchronizes with the Internal and External Auditors as and when required. The Audit Committee ensures that adequate internal check & balance is maintained by adequate Management Information System that is in place for detection of errors, frauds and other deficiencies.

Other responsibilities comprise of inter alia, not being limited to, the anticipation of conflict of interests between the Company and its Directors, Officials, Customers, Suppliers, Government and any other Interest Groups, that may be present, and detect or eliminate possibilities of internal trading of the Company’s stocks, which is strictly considered as a malpractice within the scope of compliance issue . The Audit Committee guarantees SEC and other Agencies, relevant, compliance issues as regulations and requirement.

Proposed Nomination and Remuneration Committee (NRC)

The Nomination and Remuneration Committee consists of two independent Directors 1) Md. Khurshed Hossain 2) Dr. Jamaluddin Ahmed and one Nominated Director Dr. Mohammed Mizanur Rahman. Independent Director Md. Khurshed Hossain is the Chairperson of the Nomination and Remuneration Committee. The Committee will act as per the terms and conditions of the Corporate Governance Code of BSEC.

Other Committees:

• Internal Audit Committees • Purchase Committee • Performance Evaluation Committee


• Product Planning & Development Committee • Research & Development Committee • Product and Inventory Management Committee • Social/ Environmental Committee • Export Promotion Committee

Board Meetings The meetings of the Board of Directors of Maksons Spinning Mills Ltd are generally held at the Registered /Corporate Office of the Company. The meetings are held frequently, at least once in a quarter, to discharge its responsibilities and functions as mentioned above. Meeting is scheduled well in advance and the notice of each Board meeting is given, in writing to each director by the Company Secretary. The Board meets for both scheduled meetings and on other occasions to deal with urgent and important matters that require attention. The details of Board Meeting and attendance are given in the Directors’ Report.

Relationship with Shareholders and Public:

The shareholders as owners of the company are to be provided with material information of Company operations such as 1st Quarterly, Half-yearly, 3rd Quarterly unaudited and Annually audited financial statements published and distributed prior to and on the day of AGM. The Company Secretary, in this regard, outlined some routine services according the prevailing rules and regulation and guide line of regulatory authorities. The Board is however obligated to the Shareholders for the publication of any Price Sensitive Information as per SEC Regulations. In order to better comply with all these responsibilities a qualified and efficient Company Secretary have been working diligently.

Relationship with Government:

In its role on accountability to the government, the Board of Directors have to ensure up to date payment of all dues of Governmental Fees in the form of Import Duty, Custom Duty and Port Charges, VAT, Corporate Taxes and other tariffs. In case these fees are pending, on the basis of actual operations, it is then vital to make sure that corruption is avoided with highest priority. These practices have enabled the Company to enhance its contribution to the National Exchequer on a progressive rate since its commencement and are committed to do so in future.

Relationship with Financiers/Bankers:

The Board oversees the financial transactions and ensures that those who are the lenders are being well taken care of and treated well, as per commitment, to meet Company’s obligation to the lenders without making any default.

Relationship with Suppliers:

As the Company has to import plant and machinery and almost all the raw materials from abroad, therefore the company makes sure that the international suppliers are well communicated at all times. Additionally the company maintains cordial and mutually beneficial interest with its local suppliers. This has enabled the company to attain reduced number of legal disputes in both the international and local courts and thus enhanced the Company’s illustration as a superior client to suppliers.

Corporate Social Responsibilities (CSR):

As Corporate Social Responsibility is a mandatory part of any artificial entity as per Company law. Now being a public limited company the stake at this point is higher. The Board of Directors realizes this fact and concentrates on the Corporate Social Responsibilities (CSR) activities especially in the areas outlined below:

Website

The Company has an official website linked with the website of the stock exchanges. All Financial results are posted on the Investor Relations section of the Company’s website: www.maksonsgroup.com.bd


CERTIFICATION AND RECOGNITION

Maksons Spinning Mills Ltd is a Certified “COTTON USA LICENSEE” of Cotton Council International.

Hohenstein textile testing institute GMBH has granted Maksons Spinning Mills Limited authorization to use the standard 100 by OEKOTEX, Appendix 6, (product class).

Maksons Spinning Mills limited has been Awarded textile certification of Global Organic Textile Standard (GOTS) by Control Union inspections and certifications, Netherlands

Control Union inspections & certifications, Netherlands has granted Textile Certification of Organic Content Standard (OCS) to Maksons Spinning Mills Limited to produce organic yarns.

Maksons Spinning Mills Ltd. has been presented with ‘Certificate of Partnership’ by COTTON LEADS in recognition of a commitment to responsible cotton production and support of the cotton LEADS program.

Maksons Spinning Mills Limited has been the member of BCI (Better Cotton Initiative) for last 4 years holding membership no. 1000526 - 1 for selling wide varieties of BCI yarn.


EVENT HIGHLIGHTS


INTRODUCING BOARD OF DIRECTORS

Dr. Jamaluddin Ahmed, FCAChairman and Independent Director

Dr. Jamaluddin Ahmed, FCA is holding the position of Chairman of the Company. He has completed his Honors graduation and post graduation from the University of Dhaka, CA from the Institute of Chartered Accountants of Bangladesh (ICAB), PhD from the Cardiff Business School under the University of Wales, UK. He is the elected General Secretary of Bangladesh Economic Association, former President of ICAB, Independent Director of Grameenphone Limited, Power Grid Company of Bangladesh Limited, Essential Drugs Co. Ltd. and Advisor to Board Audit Committee of Bangladesh Bank (Central Bank of Bangladesh). He is currently the Chairman of Emerging Credit Rating Limited.


Mohammad Ali KhokonManaging Director

Mohammad Ali Khokon is the Managing Director of the Company and under his dynamic and sincere leadership the Company has reached to its present status. He has become one of the business icons in the country within 32 years of his business experience through his outstanding leadership. He has visited many countries in regards to business and became well experienced in modern methods, technology, production, marketing and management techniques in respect of textile sector. His profound leadership helps the Company to formulate Strategic Policy and route to its implementation. He is also Director of Asia Insurance Limited. The member’s textile business associations has elected him President of Bangladesh Textile Mills Associations (BTMA) for his efficient & effective leadership, sincerity, honesty, hard work and electrifying personality. He is also involved with many financial institutions, government regulatory bodies, international vendors, legal bodies, and other concerned department. He is also engaged in various social activities like Dhaka Club Ltd., Gulshan Club Ltd., Uttara Club Ltd., Rotary Club and many other sports & social organizations who are working for the deprived people under the company’s Corporate Social Responsibility (CSR). His academic brilliance and decision making ability capacitated him to become one of the successful iconic business tycoons of the country.


Mr. Mohd. Showkot AliDeputy Managing Director & Director

Mohd. Showkot Ali is the Deputy Managing Director of the Company. He has spent 28 years of his life span to lead the Company to an illustrious position with his vast experience in textile sector. As Deputy Managing Director & Head of Operations of the Group he oversees, supervises and administers overall Production, Supply Chain Management for both home and abroad, export-import, control and maintains overall affairs of the company. Mr. Showkot have diversified knowledge in worldwide textile industry that he applied in his own company. Mr. Showkot is an active social worker and takes keen interest in different benevolent and philanthropic activities as he have vast knowledge of technology and modernization. He is a prominent entrepreneur and has the credentials setting up many high-ended business establishments in different sectors. His contribution and dedication from the very beginning of this company leads to achieve today’s position in Textile Industry. Mr. Showkot believes hard work and business integrity are the key to success. He, in view of his vast experience, likes to contribute in national development through his experience for expansion of quality education and technology across the country.

Mr. Mohd. Ferdous Kawser MasudDirector Finance

Mohd. Ferdous Kawser Masud is an MBA Graduate in Finance and holds the position of Director (Finance) of the company. He joined the business in 2000/2001 and aims to set high standards for the performance of the Company. Having set epoch making standards in the financial arena, he set his sight into the emerging information technology, booming property sector and promising Agro based sector of the country. He visited many countries and gathered knowledge in modern methods and technology. He has skilled in latest business tactics in production, sales and accounting in respect of textile sectors by being associated with his family business. He is involved in planning and implementing financial strategy and at the same time leading the R&D team to speed up financial elevation, expansion, growth and exploring new business avenue for the company. Mr. Masud also actively associates himself with CSR activities.


Ms. Laila AliDirector

Mrs. Laila Ali is a successful business personality and has the role of Director of the Company. She is a dynamic & hard working team leader and bagged knowledge by attending several training courses, seminars and visiting similar industrial concerns. She is engaged in monitoring overall organizational performance and aids the Managing Director to develop organizational strategy for attaining Company’s goal. Mrs. Laila Ali is an active social worker and takes keen interest in different benevolent and philanthropic activities and and charitable causes like Health and Education for the underprivileged. Outside the business, Mrs. Marina Y. Chowdhury is actively engaged in Social Welfare programs conducted

Mr. Mohd. Amzad Ali BadalDirector

Mohd. Amzad Ali Badal, has graduated from Jagannath University, after which he undertook some on the job-training imparting basic knowledge of Textile Industry having associated with the Textiles Mills. An emerging business personality, Mohd. Amzad Ali Badal is hold the position of Director and heading the Procurement Department of the Company. He remains associated in strategic decision involving pracurement af Capital Machinery, Raw Materials, Spare and Accessories for more than 10 years in the company. He has also visited many countries and acquired skilled in the textiles sector. An active social worker, Mr. Hossain is associated with different social welfare organizations dedicated to the services of general masses.

Dr. Mijanur RahmanIndependent Director

Dr. Mijanur Rahman is the Independent Director of the Company. He holds the position of Professor in the Department of Marketing at Dhaka University. He is one of the leading scholars in the country which led him to become the proud Vice Chancellor of Jagannath University. He has completed his PhD. in Business Administration from Aligarh Muslim University, India. He chaired more than one and half dozens of key positions in Dhaka University, ICB, ICMA,B Dhaka University Club, GB Udayan Bidlaya, Sheikh Borhanuddin College Pabna University of Science and Technology and many other organizations throughout his professional career. He has visited more than 15 countries and has vast knowledge in Corporate Governance Rules and Regulations. Mr. Mijan is a well versed author of more than 2 dozens of Articles and 6 books.


INTRODUCING THE SENIOR EXECUTIVES

Mr. Sanjid Hasan AmitDirector (Audit & MIS)

Mr. Mohd. Aslam ParvezSr. General Manager

(Commerce & Banking)

Mr. Mohd. Mohsin AdnanExecutive Director &Company Secretary

Mr. Abdul Jalil SheikhGeneral Manager (Admin & HR)

Ms. Zabun NaharGM (Audit & MIS)

Mr. A.K.M. WahiduzzamanExecutive Director (Estate & Admin)

Mr. Mohd. Younus BhuiyanChief Financial Officer & GM (Finance)


CORPORATE DIRECTORY

LEGAL STATUS - Public Limited Company Listed with Dhaka Stock Exchange Limited & Chittagong Stock Exchange Limited in 2008. Year of Incorporation 25 September, 2003.

Chairman: Dr. Jamaluddin Ahmed, FCA

Managing Director :Mohammad Ali Khokon

Directors:Mohd. Showkot AliMohd. Ferdous Kawser MasudMrs Laila AliAmzad Ali Badal

Independent Directors:Dr. Jamaluddin Ahmed, FCADr. Mijanur Rahman

Senior Executives:Sanjid Hasan Amit A.K.M. WahiduzzamanMohd. Aslam ParvezAbdul Jalil SheikhMs. Zabun Nahar

Company Secretary: Mohd. Mohsin AdnanChief Financial Officer: Mohd. Younus Bhuiyan

Audit Committee:Dr. Mijanur Rahman; ChairmanMohd. Ferdous Kawser Masud; MemberAmzad Ali Badal; MemberMohd. Mohsin Adnan; Member SecretaryMohd. Younus Bhuiyan; Member

Proposed Nomination & Remuneration Committee (NRC):Md. Khurshed HossainDr. Jamaluddin AhmedDr. Mohammed Mizanur RahmanMohd. Mohsin Adnan

Statutory Auditor:G. Kibria & Co. Chartered AccountantsSadharan Bima Sadan (5th Floor), 24-25 Dilkusha C/A, Dhaka.

Corporate Governance Auditor:Ahmad & Akhtar Chartered Accountants39, Dilkusha C/A, (4th Floor), Dhaka-1000.

BANKERS & FINANCIAL INSTITUTIONSOUTHEAST BANK LTDDutch Bangla Bank LTDJAMUNA BANK LTD.BAY LEASING & INVESTMENT LIMITED

INSURERSPROGATI INSURANCE LTD.ASIA INSURANCE CO. LTD.CONTINENTAL INSURANCE LTD.

Authorized Capital- TK 500,00,00,000Paid up Capital- TK 238,23,25,380

Capacity97,800 SPINDLES

BrandDOLPHIN, WOLF

Product Variety20 TO 40 COUNT OF 100% COTTON CARD, COMBED, SLUB, ORGANIC AND BCI YARN.

Legal Advisor:Chowdhury Mokimuddin KJ Ali Barrister-at-Law & Head of ChambersAdvocate, Supreme Court of BangladeshM/s. Chowdhury Mokimuddin & Associates

Registered OfficePLOT-11, PARADISE TOWER, FLOOR-8, ROAD-2, SECTOR-3, UTTARA, DHAKA-1230Corporate & Share OfficeHOUSE # 17, ROAD # 6, SECTOR # 1, UTTARA MODEL TOWN, DHAKA-1230.Location of the FactoryHOLDING # 87, WARD # 5, BLOCK # B, ROAD # SHAHID MINNAT ALI ROAD #4, B-BANGLA, GOURIPUR, ASHULIA, SAVAR, DHAKA

Chairman& Managing

Director’s Message


CHAIRMAN’S MESSAGE

Dear Shareholders,

Assalamu Alaikum.

It is a great pleasure for me to welcome you all, on behalf of the Director’s to the 14th Annual General Meeting of your company “Maksons Spinning Mills Limited” and to present the Annual Report for the Year Ended 30 June 2018.

The Textile sector especially Ready-Made Garments (RMG) industry contributes to the Bangladesh economy in a distinctive manner. The last 20 years witnessed unparalleled growth in this sector, which is also the largest exporting industry in Bangladesh. It has attained a high profile in terms of foreign exchange earnings, exports, industrialization and contribution to GDP within a short span of time. The Bangladesh RMG industry, with its woven and knit sub-components, is a pre-dominantly export oriented sector, with 95 per cent of the woven and 90 per cent of the knit exports being directed to foreign markets.

Growth of RMG sector has generated a whole new set of linkage industries and facilitated expansion of many service sector activities. The RMG industry not only propelled the growth of spinning, weaving, dyeing and finishing industries, production of accessories and spare parts. RMG sector has also overwhelmingly high backward linkage with textile sector providing fabrics, yarn and other ancillaries.

The apparel industry in Bangladesh over the year has become the most successful sector as it holds the major share of the total export volume of Bangladesh besides foreign remittance. Sadly such an important sector for Bangladesh’s continued success has been suffering for some internal and external problems such as inadequate infrastructure, labor productivity, ensuring the implementation of new wage structure, improvement of existing Laws and Regulations, acquisition of new technology, uninterrupted electricity/gas supply for RMG units, underdeveloped backward linkage textile sector, port management. Moreover, nowadays RMG sector had faced various issues of enhanced compliance standards from customers, building and fire safety and political turmoil. These factors directly or indirectly impact our cost of production, price of yarn and export revenues. Spinning sector being backward linkage to RMG is not exception of these sufferings. Beside these problems spinning industries are also facing volatility of raw cotton price in international market. Yet in this crucial period due to the sound and prudent management effort the company achieved considerable level of growth in production and revenues.

Maximizing Shareholder’s benefits will be our prime focus like before. Our efficient management and skilled manpower force are the backbone of the company. Additionally, the company is trying to increase its market share by applying latest machineries and ensuring quality which we believe is our main motto.

I would like to convey my heartiest gratitude to all the Stakeholders for the mutual support and aids given to us so far. Now let us all move ahead to greater future through innovation, achieving excellence in satisfied customers.

Thank you.

______________________(Dr. Jamaluddin Ahmed)Chairman & Independent Director


MANAGING DIRECTORS’ MESSAGE

Dear Shareholders,

Assalamu Alaikum.

It is indeed a great honor and privilege for me to greet you all to the 14th Annual General Meeting of your Company. I am also pleased to be able to place before you the Annual Report along with the Auditor’s and Director’s Reports for Year Ended 30 June 2018, and overall performance of the Company and its prospects for the future.

The Textile Industry is the main source for earning foreign exchange in Bangladesh and it has plays a vital role for the growth of the economy. From spinning to weaving, from knitwear to leisurewear and high street fashions, the textiles and clothing industry is rapidly growing sector in Bangladesh. The economy offers a unique competitive edge that supports profitable expansion into new strategic markets. The local spinning industry fulfills a substantial portion (around 75% - 90%) of the demand of yarns by the Ready Made Garments (RMG) industry; however there is still a shortfall in the supply of quality yarn, which is met through imports. The spinning industry is fully dependent on import of raw cotton, which is the prime raw material. Raw cotton price volatility in the international market puts the global spinning industry at high risk; however, the future prospect of the spinning industry in Bangladesh is very prospective. Though the spinning industry have been going through struggles during the last couple of years due to high price of raw cotton, which have been increasing the cost of production of yarns, the sound and prudent effort of the management helped the company achieve considerable level of growth in Production, Sales and Profitability.

It is very important to have good corporate governance in place to achieve desire business goal and sustainable growth. Therefore to review the risks faced by the business and measures taken by management to address the risk, we have an active Audit Committee in place. There is also a strong internal financial and operational Control framework that gives practical reassurance to the Board and management that the objectives of the business will be met.

BUSINESS PERFORMANCE

In Financial year 2017-2018, the Company has achieved growth in production, sales and profitability by the dint of sound and prudent effort of management. It is my pleasure to report that the company’s revenue for the year ended June 30, 2018 is Tk. 473.18 Crore compare to Tk. Tk. 407.48 Crore previous year registered growth of 16.12%. The consolidated Gross Profit stood at Tk. 81.45 Crore and consolidated Net Profit after tax summed to Tk. 11.64 Crore registered growth of 15.09% and 56.73%. Earnings per Share (EPS) is Tk. 0.49 which was Tk. 0.33 in previous year having a growth of 48.48%. Based on performance and business results the Board has recommended 5% Cash dividend for the year 2017-2018.

FUTURE PROSPECTS

Maksons Spinning Mills Ltd. has existing capacity 97,800 spindles. The management is willing to improve quality of product and increase of production by adding some latest devices with existing machinery. At the same time Research & Development (R&D) team is working to develop new product considering market demand with its machinery and capacity.


HUMAN RESOURCE

Our employees drive our business and they are the most important factor in our success story. The board and the management understand and value of this, for which there is an excellent HR policy in place that ensures growth and development of employees. There are constant Training and Development policies and procedures that provide employees with a process to follow and that knowledge can help them confidently approach any difficult situation. Giving employees a sense of shared values and purpose by creating a relationship with them is important, therefore there is excellent relationship between management and employees that exist in our company, which indicates proper, unbiased and welfare oriented human set aside policy of the Company that helps in achieving better productivity.

Finally I would like to express my deepest appreciation to the company’s shareholders for their trust and enduring support to the Board of Directors to operate the Company. I would also like to sincerely thank the Banks, Financial and Regulatory Agencies, Suppliers and Customers, various people we have interacted with in course of business, management staff and members of the company at all levels for their loyalty and extensive hard work, and express our hope for prosperity.

We are looking forward to better days ahead!

May Allah Grant us success!

Thank you

_______________________(Mohammad Ali Khokon)Managing Director

Director’sReport


DIRECTORS’ REPORTFOR THE FINANCIAL YEAR ENDED ON 30 JUNE, 2018

Dear Shareholders,

In terms of provisions of section 184 of the Companies Act 1994, (Act No. XVIII of 1994), it is the pleasure of Board of Directors to submit its Report to the Shareholders for the Year Ended 30 June, 2018 in the following paragraph.

i. Industry outlookMaksons Spinning Mills Limited is one of the pioneers in the spinning industry in Bangladesh which was incorporated on 25th September2003 subsequently it was converted into public limited company on 25th January 2005. It has a capacity of 97,800 spindles with state of art machinery, imported from Japan, China, India, Italy, USA, Germany, Switzerland and Taiwan. The company is producing quality yarn for export with an annual production capacity of 20.65 million kgs. Maksons usually produces 20/1 to 80/1 count of 100 % Cotton Yarn, Oraganic yanr, Combed yarn and hgh quality compact yarn. Maksons is successfully created excellent name and fame for itself in the market for its product and services provided to the customer from its inception till to date.

Spinning sub-sector remains crucial to RMG value chain helping to stabilize supply chain, while controlling costs. The products of the spinning sub-sector are cotton yarn, polyester, synthetic yarn, woolen yarn and blended yarn mixed of cotton and polyester of different counts (mostly up to 80 count). Yarns are being used by the weaving sub-sectors like specialized textiles, handlooms and knitting and hosiery. The growth in the export of clothing with the phasing out of MFA in 2005 has led to the setting up of 350 spinning mills and there has been a boost in investment since 2001. The private sector spinning mills can now meet around 100% demand of yarn at the domestic level as well as 95% of the demand for yarn for export oriented knit fabrics mills. In addition, almost 85% of cotton yarns and 50% demand for synthetic and blended yarn of export-oriented fabric producing mills are being met by the private sector spinning mills.

ii. The segment wise or product wise performance:

Particular UnitYear

2017-2018 2016-2017

Spindle Number 97,800 97,800

Production Capacity (Yarn) M.TON 20,650M.Ton 20,650 M.Ton

Actual Production (Yarn) M.TON 17,776 M.Ton 16,710 M.Ton

Capacity Utilization % 86.02% 80.92%

iii. Risk and ConcernRisks and concerns including internal and external risk factors, threat to sustainability and negative impact on environment

1. Industry Risk:

Textile is the largest industrial sub –sector in Bangladesh. It contributes highest in the country’s total export earnings, gives employment to over four million people meets the second basic need for clothing of the country and contributes around 50% of the industrial value addition. But after phasing out of the, Multi Fiber Agreement (MFA) the global textile trade is now free from quota restriction.

Management Perception


The textile industry has successfully coped with the post Multi Fiber Agreement (MFA) competitive situation. The force, which is helping the sector for its strong existence is emergence of backward linkage industry. Backward linkage industries are supporting for minimizing lead- time and cost of production. The company is a first state of backward linkage industry of yarn production that facilitates for better existence.

2. Interest Rate Risks:

Interest / Financial charges are paid against any kind of borrowed found. Volatility in money and increased demand for loan presses on interest rate structure to be fixed in high. Raising of interest rate increases the cost of fund for a company, which have borrowed fund, and consequently profit is squeezed.


The management of the Company is always aware of interest rate, which is concerned to the cost of fund the company. The Management prefers in procuring of the long- term fund with minimum fixed interest rate and the short term fund with reasonable competitive rate. On the other hand management of the company is emphasizing on equity based financing.

3. Exchange Rate Risk:

The Company is export oriented. The products of the company are sold against foreign currency and payments for raw material are also made in foreign currency .If exchange rate is increased against local currency opportunity is created for getting more revenue against sale in local currency. On the hand if exchange rate goes down margin is squeezed in local currency.


The exchange rate of the country is traditionally witnessed of upward trends, which markets ample opportunity of export. On the other hand, management perceives revaluation of local currency i.e. down trend of exchange rate will have little impact on profitability of the company.

4. Market and Technology related Risk:

Among the functional areas in a yarn company, marketing exerts the sheet part of the importance. Proper implementation of the marketing tools as well as identifying new client will ensure the success of the project. The continuous changes on performance in the garment and textile market will force company to catch the trend. For which the company has to produce yarn for international demand.


The company set its focus only in countries export Market through inland back –to – back letter of credits. The management is trying to sell through direct contact with the customers (RMG & Knitting industries) in the selected regions understanding their needs. The company also has established relationship with potential buyers across the country and expects to find market for its capacity despite competition prevailing in the sector. Further the commercial bank and financial institutors provide a thrust in the textile sector as they provide credit facilities to RMG & knitting industries to acquire the yarn for their final products.

5. Changes in Economic & Political Condition:

Changing economic conditions may affect the demand for the product offered by the company. Downturn of economic activity or uncertainty may result in a downturn in demand for loan funds for industry.


Social unrest due to political reasons may cause downturn the economic activity which will have impact on demands of textile. But as elected Government is in place, we can expect that political rivalry within democratic environment will not affect the manufacture sector.


6. Energy costs may rise:

Due to the adverse power situation in the country, production may be hampered and wastage might rise.


The Company itself sufficient in generating power by its own generators. However, in case of gas shortfall and subsequent rationing if any, then the productivity will be reduced. In that scenario, the overall sector will be affected.

7. Operational risks:

Shortage of power supply, labor unrest unavailability or price increase of raw material, natural calamities like flood, cyclone, earth quack etc. May disrupt the production of the Company and can adversely impact the profitability of the Company.


The compensation as well the benefit package will restrain the employees to leave their assignment and got for any employee movement for higher benefit packages. The project of the company is situated at a high land where less record of flood. The factory building has strong RCC foundation, RCC floor, pre- fabricated steel structure to withstand wind, storm rain etc. along with good drainage facility. The risks from these factors are also covered through insurance. The Company is also facilitated to keep a rational reserve for any future price escalation of the raw material.

(iv) COGS, Gross/ Net Profit Margin Analysis A discussion on Cost of Goods Sold, Gross Profit Margin and Net Profit Margin is as follows;

Particulars 2017-2018 2016-2017Deviation

Increase/(Decrease)

Cost of Goods sold 3,917,305,738 3,367,090,966 550,214,772

Gross Profit Margin 17.213% 17.36% -0.154%

Net profit Margin 2.46% 1.82% 0.64%

Cost of Goods sold increased due to increase price of raw materials and increase of utility cost like Gas & fuel which also resulted decrease in gross profit margin compare to previous year. Net profit margin increased due to increase of operating profit.

(v) Extra-ordinary activitiesThere were no extraordinary activities during the year.

(vi) Related party transactionsThe following statement showing the related party transactions as per IAS-24 along with amount, nature of related party, nature of transactions and basis of transactions:

Particulars Relationship Type of Transactions Balance

Metro Spinning ltd. Common Directors Advance against Land 186,004,363

La-Muni Apparels Ltd Common Directors Loan and Advance 73,660,701

Maksons Logistics Ltd Common Directors Advance 839,171

(vii) Utilization of Proceeds from Public IssueThis is not applicable for MSML as no such event of collecting fund from public issues took place during the year which would require adjustment or disclosure in the annual report.


(viii) Financial Result Deterioration after the Public IssueAn explanation if the financial results deterioration after the company goes for Initial Public Offering (IPO), Repeat Public Offering (RPO), Rights Share Offer, Direct Listing, etc.:

Not applicable.

(ix) Variance within the Quarterly Financial Statement and Annual Financial StatementsNo significant variance occurs between Quarterly Financial performances and Annual Financial Statements.

(x) A statement of remuneration paid to the directors including independent directors: The Directors of the company did not take any kind of remuneration except Board meeting fee during the year.

(xi) Fairness of Financial StatementsThe management confirms that the financial statements i.e. the result of its operations, statement of cash flows and changes in equity of Maksons Spinning Mills Limited is prepared and presented fairly.

(xii) Proper Books of AccountsThe management of Maksons Spinning Mills Limited states that proper books of accounts have been maintained.

(xiii) Adaptation of Proper Accounting Policies and EstimatesThe management of Maksons Spinning Mills Limited confirms that the appropriate accounting policies have been consistently applied in preparation of the financial statements and the accounting estimates are based on reasonable and prudent judgment.

(xiv) IAS/BAS/IFRS/BFRS ApplicationThe management of Maksons Spinning Mills Limited confirms that the International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS), as applicable in Bangladesh have been followed in preparation of the financial statements and any departure there from has been adequately disclosed.

(xv) Internal ControlThe management confirms that internal control of Maksons Spinning Mills Limited is sound in design and has been effectively implemented and monitored.

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

Not applicable.

(xvii) Going ConcernThe management confirms that there is no significant doubt upon the issuer company’s ability to continue as a going concern.

(xviii) Significant deviation from last year’s operating resultNo significant deviations occur from the last year operational result.


(xix) Key Operating and Financial Data A statement of key operating and financial data of preceding 5 (five) years are given below: Tk. in ‘000

FIVE YEARS FINANCIAL STATISTICS

PARTICULARS 2017-18 2016-17 2015-16(9 months) 2014-15 2013-14

Financial Position

Authorized Capital 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000

Paid-up Capital 2,382,325 2,268,881 2,268,881 2,268,881 2,160,839

Retained Earnings 116,434 74,288 88,460 62,579 157,989

Turnover 4,731,802 4,074,750 2,048,384 1,642,241 1,894,869

Gross Profit 814,496 707,659 375,220 399,954 473,902

Gross Profit in % 17.21 17.37 18.32 24.35 25.01

Net Profit before Tax 190,045 132,632 59,816 86,809 214,127

Net Profit before Tax in% 4.02 3.25 2.92 5.29 11.3

Fixed Assets 4,795,608 4,644,899 4,533,573 4,197,651 2,408,857

Current Assets 4,878,464 4,257,036 3,757,993 3,050,150 4,306,558

Current Liabilities 3,819,405 2,858,583 2,515,186 1,625,423 2,247,359

Net Current Assets 1,059,058 1,398,453 1,242,806 1,424,726 2,059,198

Key Financial Ratio

Current Ratio (Times) 1.28 1.49 1.49 1.92 2.28

Quick Ratio (Times) 0.54 0.70 0.65 0.71 1.16

Debt-Equity Ratio (Times) 0.41 0.48 0.31 0.32 0.11

Times Interest Earned Ratio (Times) 1.46 1.34 1.26 1.3 1.66

Inventory Turnover (Times) 2.26 2.06 1.13 0.92 1.12

Assets Turnover (%) 1.002 0.89 0.47 0.5 0.83

Return on Assets (%) 4.23 3.03 1.44 2.76 9.85

Return on Equity (%) 4.18 2.99 1.35 2 5.01

Earning Per Share (EPS) 0.49 0.33 0.39 0.28 0.73

Net Operating Cash Flow Per Share -0.8 -0.29 -2.06 -0.17 0.92

Dividend Per Share (DPS in %) 5 5 0 0 5

Cash Bonus Share Bonus Share

Book Value Per Share 8.6 10.3 7.3 8.9 14.4

Dividend Payout Ratio (%) 102.3 152.71 0 0 68.39

Other Information

Number of share 238,232,538 226,888,132 226,888,132 216,083,936 205,794,225

Number of Shareholders 25,725 26,064 31,349 40,485 42,309

Number of Employees 2586 2349 2331 1394 1300


(xx) Dividend Since the company has declared dividend so no explanation is required.

(xxi) Interim DividendThe company did not declare any stock dividend or bonus share as interim dividend during the year.

(xxii) Board Meetings and AttendanceThe total number of Board meetings held during the year and attendance by each Director:

NAME OF DIRECTOR POSITION MEETING HELDMEETING

ATTENDED

DR. JAMALUDDIN AHMED CHAIRMAN & INDEPENDENT DIRECTOR 6 6

MOHAMMAD ALI KHOKON MANAGING DIRECTOR 6 6

MOHD. SHOWKOT ALIDy. MANAGING DIRECTOR

(Director Nominated by Metro Spinning Ltd.)6 6

MOHD. FERDOUS KAWSER MASUD DIRECTOR (FINANCE) 6 6

MRS. LAILA ALI DIRECTOR 6 6

MOHD. AMZAD ALI BADAL DIRECTOR 6 6

DR. MIJANUR RAHMAN INDEPENDENT DIRECTOR 6 6

MOHD. MOHSIN ADNANEXECUTIVE DIRECTOR &COMPANY SECRETARY

6 6

MD. YOUNUS BHUIYAN C. F. O& G.M (A&F) 6 6

(xxii) Pattern of Shareholding and Name wise detailsA report on the pattern of shareholding disclosing the aggregate numbers of shares (along with name wise details where stated below) held by is given below:

Name of the Shareholders Status Shares held %

a) Parent/Subsidiary/ Associated companies and other related parties:

Metro Spinning Limited 12,580,488 5.28%

Maksons Properties & Development Ltd. 838,699 0.35%

Maksons Knit & Rotor Spinning Ltd. 4,193,496 1.76%

Makcot International 2,516,097 1.06%

b) Directors, Chief Executive Officer, Chief Financial Officer, Company Secretary, Head of Internal Audit and their spouses and minor children

Dr. Jamaluddin Ahmed Chairman & Independent Director Nil Nil

Mr. Mohammad Ali Khokon Managing Director 12,077,270 5.07%

Mr. Mohd. Showkot Ali Director (Nominated) 2,012,878 0.84%

Mr. Mohd. Ferdous Kawser Masud Director 85,30,266 3.58%

Mrs. Laila Ali Director 76,59,124 3.21%

Mr. Mohd. Amzad Ali Director 47,68,429 2.00%


Name of the Shareholders Status Shares held %

Mr. Sanjid Hasan Amit Sponsor 31,22,129 1.31%

Mrs. Polly Yasmin Sponsor 30,19,317 1.27%

Mrs. Khadiza Akhter Shilpi Sponsor 20,12,878 0.84%

Dr. Mijanur Rahman Independent Director Nil Nil

Mr. Mohd. Younus Bhuiyan Chief Financial Officer Nil Nil

Mr. Mohd. Mohsin Adnan Company Secretary Nil Nil

Ms. Zabun Nahar Head of Internal Audit Nil Nil

c) Executives; and Nil Nil Nil

Sub-Total 63,331,072 26.58%

Institutions & General Public 174,901,466 73.42%

Total 238,232,538 100%

d) Shareholders holding 10% or more voting interest in the company

Nil Nil Nil

(xxiv) Appointment or reappointment of Directors:In accordance with Article Nos. 124 & 125 Section 91(2) of Company Act 1994, Mr. Mohd. Ferdous Kawser Masud and Mrs. Laila Ali Director both are due to Retire by rotation from the Board of Directors and being eligible, offer them for Re-Election. Board of Directors have re-elected both the Directors for the next term.

Mr. Mohd. Ferdous Kawser Masud, Director:

Mohd. Ferdous Kawser Masud is an MBA Graduate in Finance and holds the position of Director (Finance) of the company. He joined the business in 2000/2001 and aims to set high standards for the performance of the Company. Having set epoch making standards in the financial arena, he set his sight into the emerging information technology, booming property sector and promising Agro based sector of the country. He visited many countries and gathered knowledge in modern methods and technology. He has skilled in latest business tactics in production, sales and accounting in respect of textile sectors by being associated with his family business. He is involved in planning and implementing financial strategy and at the same time leading the R&D team to speed up financial elevation, expansion, growth and exploring new business avenue for the company. Mr. Masud also actively associates himself with CSR activities. He is also Director of Metro Spinning Ltd.

Mrs. Laila Ali – Director

Mrs. Laila Ali is a successful business personality and has the role of Director of the Company. She is a dynamic & hard working team leader and bagged knowledge by attending several training courses, seminars and visiting similar industrial concerns. She is engaged in monitoring overall organizational performance and aids the Managing Director to develop organizational strategy for attaining Company’s goal. Mrs. Laila Ali is an active social worker and takes keen interest in different benevolent and philanthropic activities and and charitable causes like Health and Education for the underprivileged. Outside the business, Mrs. Marina Y. Chowdhury is actively engaged in Social Welfare programs conductedShe is also Director of Metro Spinning Ltd.

(xxv) Management Discussion and AnalysisThe Management Discussion and Analysis signed by CEO/MD presenting details analysis of the company’s position and operation is attached herewith as Annexure-01.

(xxvi) Declaration by the CEO and the CFODeclaration or certification by the CEO/MD and the CFO to the Board as required under condition No. 3 (3) is disclosed herewith as Annexure-A; and


(xxvii) Report on Compliance of the Corporate Governance CodeThe report as well as certificate regarding compliance of conditions of this Code as required under condition No. 9 is disclosed as herewith Annexure=B and Annexure-C.

Dividend

The Board of Directors has recommended 5% Cash dividend for the year ended 30 June, 2018 to the shareholders whose name shall appear on the register of members on record date which is subject to approval from the shareholders at upcoming Annual General Meeting.

CONTRIBUTION TO NATIONAL EXCHEQUER

During the Financial Year under review the Company has contributed an amount of Tk. 50.72 Million to National Exchequer as Value Added Tax, Custom Duty and Income Tax.

APPOINTMENT OF AUDITORS

The Auditor M/S. Ahmed Zaker & Co. Chartered Accountants, Plot-15 (G. Floor), Road-17, Sector-4, Uttara Model Town, Dhaka-1230 have expressed their willingness to work with us as Statutory Auditor of the company. The Board of Directors has decided to appoint M/S. Ahmed Zaker & Co. Chartered Accountants as Statutory Auditors of the company for the term (2018-2019) until next Annual General Meeting subject to approval of Shareholders.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS,

___________________(Dr. Jamaluddin Ahmed, FCA)Chairman


ANNEXURE -01

Management’s Discussion and Analysis of the company’s position and operations along with a brief discussion of changes in the financial statements as per condition no 5(XXV) of Corporate Governance Code dated June 03, 2018.

a) The company has prepared and presented its financial statement as per BAS as adopted by the Institute of Chartered Accountants of Bangladesh (ICAB). The following BASs re applicable for the financial statements for the period under review:

Sl. No.

Name of the IAS IAS’s No. Comments

1 Presentation of Financial Statements 1

2 Inventories 2

3 Cash Flow Statements 7

4 Accounting policies, Changes in accounting Estimates & Errors 8

5 Events after the Reporting Period 10

6 Income Taxes 12

7 Property, Plant and Equipment 16

8 Leases 17

9 Revenue 18

10 Employees Benefits 19

11 The Effects of Changes in Foreign Exchange Rates 21

12 Borrowing Costs 23

13 Related Party Disclosures 24

14 Financial Instruments: Presentation 32

15 Earnings Per Share 33

16 Impairment of Assets 36

17 Provision, Contingent Liabilities and Contingent Assets 37

Sl. No. Name of the IFRS IFRS No. Comments

1 Financial Instruments: Disclosures 7

2 Fair Value Measurement 13

b) There is no change in accounting policies and estimation for the preparation of financial statement for the year ended June 30, 2018.

c) Comparative analysis of financial performance or results and financial position as well as cash flows for current financial year with immediate preceding five years explaining reasons are as follows: Reasons


FIVE YEARS FINANCIAL STATISTICS

Value in ‘000

Financial Position 2017-2018 2016-2017 2015-2016 2014-2015 2013-2014 Reasons

Turnover 4,731,802 4,074,750 2,048,384 1,642,241 1,894,869 Turnover and profitability

has increased over the

years due to increase in capacity of

production of the company.

Gross Profit 814,496 707,659 375,220 399,954 473,902

Net Profit Before Tax 190,045 132,632 59,816 86,809 214,127

Fixed Asset 4,795,608 4,644,899 4,533,573 4,197,651 2,408,857

Current Asset 4,878,464 4,257,036 3,757,993 3,050,150 4,306,558

Current Liabilities 3,819,405 2,858,583 2,515,186 1,625,423 2,247,359

Net Current Assets 1,059,058 1,398,453 1,242,806 1,424,726 2,059,198

Current Ratio (Times) 1.28 1.49 1.49 1.92 2.28

Earning per Share (EPS) 0.49 0.33 0.39 0.28 0.73

Net Operating Cash Flow Per Share -0.8 -0.29 -2.06 -0.17 0.92

d) Compare such financial performance or results and financial position as well as cash flows with the peer industry scenario;

in ‘000’

ParticularsMaksons Spinning Mills Ltd

June 30, 2018Delta Spinners Ltd

June 30, 2017Mozaffar Hossain Spinning Mills Ltd

June 30, 2017

Gross Profit 814,496 156,378 244,272

Net Profit before tax 190,045 57,975 177,590

Net profit after tax 116,434 43,716 150,934

Earnings per share 0.49 0.29 1.68

Net Operating cash flow per share

-0.8 0.70 1.54

e) The economy of Bangladesh has experienced a stable growth since 1980. Over the past two decades, the country has recorded an annual average growth rate of 6% of GDP and has reduced the poverty rate by half : in 2016, 24,8% of the population was considered under the poverty line, compared to 48,1% in 2000. Growth amounted to 7% in 2017 supported by remittances from nearly 7.5 million Bangladeshi living abroad (USD 12.85 billion in 2017), garment exports, increased wages and low inflation. Continued growth is expected given macroeconomic stability along with credit growth and increased private investment. According to the Bangladesh Bureau of Statistics, per capita income grew from USD 1,532 to USD 1,660 from fiscal year 2017 to 2018 (a 8% growth). The inflation rate is estimated to reach 5.8% in 2018 while the interest rate sits at 6.75%.

In 2017, agriculture benefited from higher agricultural commodity prices and an increase in farmed land and grew by over 4%. However, the sector is expected to stall due to an expected fall in rice production in 2018. Given rising prices of agricultural products, inflation is expected to increase. Despite lower agricultural incomes and higher inflation, household demand is expected to increase, which should lead to a significant rise in imports, reducing trade’s contribution to growth.

The 2017-2018 budget gave priority to the development of education, technology, transport, communication, and defense. Almost 14% of the annual budget (1.93% of GDP) is dedicated to education, although such spending is still below UNICEF recommendations of 20% of annual budget and 6% of GDP. Tax collection improved significantly in 2017 while spending declined, which reduced the fiscal deficit.


Measures are being implemented to strengthen governance and improve risk management in the banking system. Strengthening the financial system, increasing energy production capacity, improving price stability and reducing poverty are among the country’s major challenges. Given the government’s limited financial capability, aid from bilateral and multilateral donors will be crucial to achieving these short- and medium-term objectives. The National Development Plan (NDP) for the 2018 tax year should lead to the implementation of almost 90 new projects in the transport, water supply, and education sectors, as well as several projects that are currently being finalized.

Bangladesh also suffers from other challenges: frequent social strikes, terrorist threats, poor-quality infrastructure, an under-performing financial system, public sector inefficiency, inadequate exploitation of the country’s natural resources, limited availability of capital and population growth (even though it has slowed down considerably in recent years). Moreover, Bangladesh is among the most exposed countries to climate change worldwide. A three-foot rise in sea level would flood almost 20% of Bangladesh and displace more than 30 million people, which led the country to include a carbon tax in its 2017-2018 budget.

Bangladesh remains a poor, overpopulated country. The elimination of poverty is a priority: it represents almost half of budget expenditure. However, significant progress has been made since 1990; life expectancy has risen by 10 years and the infant mortality rate has been halved. Over 15 million illegal Bangladeshi immigrants live in India due to the porous border between both countries. On this note, disputes for Teesta River water distribution continue, with India claiming 55% of the river’s water and Bangladesh trying to negotiate a higher water share since 1983.

f) Risks and concerns issues related to the financial statement, explaining such risk and concerns mitigating plan of the company:

The Company has exposure to the following risks for its use of financial instruments.

Interest Rate Risk

Interest rate risk is the risk that arises due to changes in interest rates on borrowing. There was no foreign currency loan which is subject to floating rates of interest. Local loans are however, not significantly affected by fluctuations in interest rates.

Foreign Currency Risk

The company is exposed to foreign currency risk relating to purchases which are denominated in foreign currencies. The company primarily utilizes forward exchange contracts with maturities of less than one year to hedge such financial liabilities denominated in foreign currencies. The forward exchange contracts entered into at the reporting date also relate to anticipated purchases, denominated in foreign currencies, for the subsequent period.

Credit Risk

Credit risk is the risk of a financial loss to the company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the company’s receivables. Management has a credit policy in place and exposure to credit risk is monitored on an ongoing basis. As at 30 June 2017 substantial part of the receivables are secured against LC and subject to insignificant credit risk. Risk exposures from other financial assets i.e. Cash at bank and other receivables are nominal.

Liquidity Risk

Liquidity risk is the risk that the company will not be able to meet its financial 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 sufficient liquidity to meet its liabilities when due under booth normal and stressed conditions without incurring unacceptable losses or risking damage to the company’s reputation. Typically, the company ensures that it has sufficient cash and cash equivalent to meet expected operational expenses including financial obligations through preparation of the cash flow forecast with due consideration of time line of payment of the financial obligation and accordingly arrange for sufficient liquidity/fund to make the expected payment within due date. After the recent capital raising, even in extreme stressed conditions it is unlikely that the Company would require further financing at least within next couple of years.

Market Risk

Market risk is the risk that any change in market prices such as foreign exchange rates and interest will affect the company’s income or the value of its holdings financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters.

g) Maksons Spinning Mills Ltd. has existing capacity 97,800 spindles. The management is willing to improve quality of product and increase of production by adding some latest devices with existing machinery. At the same time Research & Development (R&D) team is working to develop new product considering market demand with its machinery and capacity.

_________________

Mohammad Ali KhokonManaging Director


ANNEXURE –CAs per condition No. 1(5) (xxvii)

Status of compliance with the conditions imposed by the Commission’s Notification No. BSEC/ CMRRCD/2006-158/207/Admin/80 dated 3 June 2018 issued under 2CC of the Securities and Exchange Commission Ordinance, 1969

(Report under Condition No.9)

Condition No.

Title

Compliance Status(Put √ in the

appropriate column) Remarks(If any)

CompliedNot

Complied

1 Board of Directors (BOD)

1(1)Size of the Board of DirectorsThe total number of members of a company’s Board of Directors (hereinafter referred to as “Board”) shall not be less than 5 (five) and more than 20 (twenty).

√

1(2) Independent Directors

1(2)(a)At least one-fifth (1/5) of the total number of directors shall be independent directors ;any fraction shall be considered to the next integer or whole number for calculating number of independent director(s);

√

1(2)(b) ‘Independent directors’ means a director

1(2)(b)(i) Who either does not hold any share in the company or holds less than one percent (1%) shares of the total paid-up shares of the company;

√

1(2)(b)(ii)

Who is not a sponsor of the company or is not connected with the company’s any sponsor or director or nominated director or shareholder of the company or any of its associates, sister concerns, subsidiaries and parents or holding entities who holds one percent (1%) or more shares of the total paid-up shares of the company on the basis of family relationship and his or her family members also shall not hold above mentioned shares in the company:

√

1(2)(b)(iii) who has not been an executive of the company in immediately preceding 2 (two) financial years;

√

1(2)(b)(iv) Who does not have any other relationship, whether pecuniary or otherwise, with the company or its subsidiary or associated companies;

√


Condition No.

Title



CompliedNot

Complied

1(2)(b)(v) Who is not a member or TREC (Trading Right Entitlement Certificate) holder, director or officer of any stock exchange;

√

1(2)(b)(vi) Who is not a share holder, director excepting independent director or officer of any member or TREC holder of stock exchange or an intermediary of the capital market;

√

1(2)(b)(vii) Who is not a partner or an executive or was not a Partner or an executive during the preceding 3(three) years of the concerned company’s statutory audit firm or audit firm engaged in internal audit services or audit firm conducting special audit or professional certifying compliance of this Code;

√

1(2)(b)(viii) Who shall not be an independent director in more than 5 (five) listed companies;

√

1(2)(b)(ix) Who has not been convicted by a court of competent jurisdiction as a defaulter in payment of anyloan to a bank or a Non-Bank Financial Institution (NBFI);

√

1(2)(b)(x) Who has not been convicted for a criminal offence involving moral turpitude;

√

1(2)(c) The independent director(s) shall be appointed by the board and approved by the shareholders in the Annual General Meeting (AGM);

√

1(2)(d) The post of independent director(s) cannot remain vacant for more than 90 (ninety) days.

√

1(2)(e) The tenure of office of an independent director shall be for a period of 3 (three) years, which may be extended for 1(one) tenure only.

√

1(3) Qualification of Independent Director (ID)

1(3)(a)Independent director shall be a knowledgeable individual with integrity who is able to ensure compliance with financial laws, regulatory requirements and corporate laws and can make meaningful contribution to the business.

√

1(3)(b) Independent director shall have following qualifications:

1(3)(b)(i)Business Leader who is or was a promoter or director of an unlisted company having minimum paid-up capital of Tk. 100.00 million or any listed company or a member of any national or international chamber of commerce or business association; or

N/A


Condition No.

Title



CompliedNot

Complied

1(3)(b)(ii)

Corporate Leader who is or was a top level executive not lower than Chief Executive Officer or Managing Director or Deputy Managing Director or Chief Financial Officer or Head of Finance or Accounts or Company Secretary or Head of Internal Audit and Compliance or Head of Legal Service or a candidate with equivalent position of an unlisted company having minimum paid up capital of Tk. 100.00 million or of a listed company; or

√

1(3)(b)(iii)Former official of government or statutory or autonomous or regulatory body in the position not below 5th Grade of the national pay scale, who has at least educational background of bachelor degree in economics or commerce or business or law; or

N/A

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

N/A

1(3)(b)(v)

Professional who is or was an advocate practicing at least in the High Court Division of Bangladesh Supreme Court or a Chartered Accountant or Cost and Management Accountant or Chartered Financial Analyst or Chartered Certified Accountant or Certified Public Accountant or Chartered Management Accountant or Chartered Secretary or equivalent qualification;

N/A

1(3)(c) The independent director shall have at least 10 (ten) years of experiences in any field mentioned in clause (b)

√

1(3)(d) In special cases the above qualifications may be relaxed subject to prior approval of the Commission.

N/A

1(4) Duality of Chairperson of the Board of Directors and Managing Director or Chief Executive Officer:-

1(4)(a) The positions of the Chairperson of the Board and the Managing Director (MD) and/or Chief Executive Officer (CEO) of the company shall be filled by different individuals.

√

1(4)(b) The Managing Director (MD) and/or Chief Executive Officer (CEO) of a listed company shall not hold the same position in another listed company

√ Noted for comply

1(4)(c) The Chairperson of the Board shall be elected from among the non-executive directors of the Company;

√

1(4)(d)The Board shall clearly define respective roles and responsibilities of the Chairperson and the Managing Director and/or Chief Executive Officer;

√

1(4)(e)In the absence of the Chairperson of the Board, the remaining members may elect one of themselves from non-executive directors as Chairperson for that particular Board’s meeting; the reason of absence of the regular Chairperson shall be duly recorded in the minutes.

N/A


Condition No.

Title



CompliedNot

Complied

1(5) The Directors’ Report to Shareholders

1(5)(i) Industry outlook and possible future developments in the industry

√

1(5)(ii) Segment-wise or product-wise performance √

1(5)(iii) Risks and concerns including internal and external risk factors, threat to sustainability and negative impact on environment, if any;

√

1(5)(iv) Discussion on Cost of Goods sold, Gross Profit Margin and Net Profit Margin, where applicable;

√

1(5)(v) Discussion on continuity of any extraordinary activities and their implications (gain or loss);

√

1(5)(vi)A detailed discussion on related party transactions along with a statement showing amount, nature of related party, nature of transactions and basis of transactions of all related party transactions;

√

1(5)(vii) A statement of utilization of proceeds raised through public issues, rights issues and/or any other Instruments

N/A

1(5)(viii) An explanation if the financial results deteriorate after the company goes for IPO, RPO, Rights Share Offer, Direct Listing, etc.

N/A

1(5)(ix) An explanation on any significant variance that occurs between Quarterly Financial performancesand Annual Financial Statements;

√

1(5)(x) A statement of remuneration paid to the directors including independent directors;

√

1(5)(xi) A statement that the financial statements present fairly its state of affairs, the result of its operations, cash flows and changes in equity;

√

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

√

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

√

1(5)(xiv)A statement that International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS), as applicable in Bangladesh, have been followed in preparation of the financial statements and any departure there from has been adequately disclosed;

√


Condition No.

Title



CompliedNot

Complied

1(5)(xv) A statement that the system of internal control is sound in design and has been effectively implemented and monitored;

√

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

√

1(5)(xvii)A statement that there is no significant doubt 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 there of shall be disclosed;

√

1(5)(xviii) An explanation that significant deviations from the last year’s operating results of the issuer company shall be highlighted and the reasons thereof shall be explained;

√

1(5)(xix) A statement where key operating and financial data of at least preceding 5 (five) years shall be summarized

√

1(5)(xx) An explanation on the reasons if the issuer company has not declared dividend (cash or stock) for the year;

N/A

1(5)(xxi) Boards statement to the effect that no bonus share or stock dividend has been or shall be declared as interim dividend;

√

1(5)(xxii) The total number of Board meetings held during the year and attendance by each director;

√

1(5)(xxiii) Pattern of shareholding and name-wise details (disclosing the aggregate number of shares):

1(5)(xxiii)(a) Parent/Subsidiary/Associated Companies and other related parties (name-wise details);

√

1(5)(xxiii)(b) Directors, Chief Executive Officer (CEO),Company Secretary(CS),Chief Financial Officer (CFO),Head of Internal Audit and Compliance (HIAC) and their spouses and minor children (name-wise details);

√

1(5)(xxiii)(c) Executives; and √

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

√

1(5)(xxiv) In case of the appointment/re-appointment of a director, disclose:

1(5)(xxiv)(a) A brief resume of the director √

1(5)(xxiv)(b) Nature of his/her expertise in specific functional areas; √

1(5)(xxiv)(c) Names of companies in which the person also holds the directorship and the membership of committees of the board.

√

1(5)(xxv) Management’s Discussion and Analysis signed by CEO or MD presenting detailed analysis of the company’s position and operations along with a brief discussion of changes in the financial statements, among others, focusing on:


Condition No.

Title



CompliedNot

Complied

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

√

1(5)(xxv)(b)Changes in accounting policies and estimation, if any, clearly describing the effect on financial performance or results and financial position as well as cash flows in absolute figure for such changes;

√

1(5)(xxv)(c)Comparative analysis (including effects of inflation) of financial performance or results and financial position as well as cash flows for current financial year with immediate preceding five years explaining reasons thereof;

√

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

√

1(5)(xxv)(e) Briefly explain the financial and economic scenario of the country and the globe;

√

1(5)(xxv)(f) Risks and concerns issues related to the financial statements, explaining such risk and concerns mitigation plan of the company;

√

1(5)(xxv)(g) future plan or projection or forecast for company’s operation, performance and financial position, with justification thereof, i.e., actual position shall be explained to the shareholders in the next AGM;

√

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

√

1(5)(xxvii) The report as well as certificate regarding compliance of conditions of this Code as required under condition No. 9 shall be disclosed as per Annexure-B and Annexure-C.

√

1(6) Meetings of the Board of Directors

The company shall conduct its Board meetings and record the minutes of the meetings as well as keep required books and records in line with the provisions of the relevant Bangladesh Secretarial Standards(BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Code

√

1(7) Code of Conduct for the Chairperson, other Board members and Chief Executive Officer

1(7)(a)The Board shall lay down a code of conduct, based on the recommendation of the Nomination and Remuneration Committee (NRC) at condition No. 6, for the Chairperson of the Board, other board members and Chief Executive Officer of the company;

√Noted for comply


Condition No.

Title



CompliedNot

Complied

1(7)(b)The code of conduct as determined by the NRC shall be posted on the website of the company including, among others, prudent conduct and behavior; confidentiality; conflict of interest; compliance with laws, rules and regulations; prohibition of insider trading; relationship with Environment, employees, customers and suppliers; and independency.


2 Governance of Board of Directors of Subsidiary Company.-

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

N/A

2(b) At least 1 (one) independent director on the Board of the holding company shall be a director on the Board of the subsidiary company;

N/A

2(c) The minutes of the Board meeting of the subsidiary company shall be placed for review at the following Board meeting of the holding company

N/A

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

N/A

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

N/A

3 Managing Director (MD) or Chief Executive Officer (CEO), Chief Financial Officer (CFO), Head of Internal Audit and Compliance (HIAC) and Company Secretary (CS).-

3(1) Appointment

3(1)(a)The Board shall appoint a Managing Director (MD) or Chief Executive Officer (CEO), a Company Secretary (CS), a Chief Financial Officer (CFO) and a Head of Internal Audit and Compliance(HIAC);

√

3(1)(b)The positions of the Managing Director (MD) or Chief Executive Officer (CEO), Company Secretary(CS),Chief Financial Officer (CFO) and Head of Internal Audited Compliance (HIAC) shall be filled by different individuals;


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


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

√


Condition No.

Title



CompliedNot

Complied

3(1)(e) The MD or CEO, CS, CFO and HIAC shall not be removed from their position without approval of the Board as well as immediate dissemination to the Commission and stock exchange(s).

√

3(2) Requirement to attend Board of Directors’ Meetings

The MD or CEO, CS, CFO and HIAC of the company shall attend the meetings of the Board:

√

3(3) Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial Officer (CFO)

3(3)(a) The MD or CEO and CFO shall certify to the Board that they have reviewed financial statements for the year and that to the best of their knowledge and belief:

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

√

3(3)(a)(ii) these statements together present a true and fair view of the company’s affairs and are incompliance with existing accounting standards and applicable laws;

√

3(3)(b)The MD or CEO and CFO shall also certify that there are, to the best of knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or in violation of the code of conduct for the company’s Board or its members;

√

3(3)(c) The certification of the MD or CEO and CFO shall be disclosed in the Annual Report.

√

4 Board of Directors’ Committee.-

4(i) Audit Committee; √

4(ii) Nomination and Remuneration Committee. √ Noted for comply

5 AUDIT COMMITTEE.-

5(1) Responsibility to the Board of Directors.

5(1)(a) The company shall have an Audit Committee as a subcommittee of the Board;

√

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

√

5(1)(c) The Audit Committee shall be responsible to the Board; the duties of the Audit Committee shall be clearly set forth in writing.

√

5(2) Constitution of the Audit Committee.


Condition No.

Title



CompliedNot

Complied

5(2)(a) The Audit Committee shall be composed of at least 3 (three) members;

√

5(2)(b)The Board shall appoint members of the Audit Committee who shall be non-executive directors of the company excepting Chairperson of the Board and shall include at least 1 (one) independent director;

√

5(2)(c)All members of the audit committee should be “financially literate” and at least 1 (one) member shall have accounting or related financial management background and 10 (ten) years of such experience;

√

5(2)(d)

When the term of service of any Committee member expires or there is any circumstance causing any Committee member to be unable to hold office before expiration of the term of service, thus making the number of the Committee members to be lower than the prescribed number of 3 (three) persons, the Board shall appoint the new Committee member to fill up the vacancy immediately or not later than 1 (one) month from the date of vacancy in the Committee to ensure continuity of the performance of work of the Audit Committee;

√

5(2)(e) The company secretary shall act as the secretary of the Audit Committee;

√

5(2)(f) The quorum of the Audit Committee meeting shall not constitute without at least 1 (one) independent director.

√

5(3) Chairperson of the Audit Committee

5(3)(a) The Board shall select 1 (one) member of the Audit Committee to be Chairperson of the Audit Committee, who shall be an independent director;

√

5(3)(b)In the absence of the Chairperson of the Audit Committee, the remaining members may elect one of themselves as Chairperson for that particular meeting, in that case there shall be no problem of constituting a quorum as required under condition No. 5(4)(b) and the reason of absence of the regular Chairperson shall be duly recorded in the minutes.

√

5(3)(c) Chairperson of the Audit Committee shall remain present in the Annual General Meeting (AGM).

√ Chairperson of the Audit Committee

will be present in the

next AGM.

5(4) Meeting of the Audit Committee


Condition No.

Title



CompliedNot

Complied

5(4)(a) The Audit Committee shall conduct at least its four meetings in a financial year.

√

5(4)(b)The quorum of the meeting of the Audit Committee shall be constituted in presence of either two members or two-third of the members of the Audit Committee, whichever is higher, where presence of an independent director is a must.

√

5(5) Role of Audit Committee

5(5)(a) oversee the financial reporting process; √

5(5)(b) monitor choice of accounting policies and principles; √

5(5)(c)monitor Internal Audit and Compliance process to ensure that it is adequately resourced, including approval of the Internal Audit and Compliance Plan and review of the Internal Audit and Compliance Report;

√

5(5)(d) oversee hiring and performance of external auditors; √

5(5)(e) hold meeting with the external or statutory auditors for review of the annual financial statements before submission to the Board for approval or adoption;

√

5(5)(f) review along with the management, the annual financial statements before submission to the Board for approval;

√

5(5)(g) review along with the management, the quarterly and half yearly financial statements before submission to the Board for approval;

√

5(5)(h) review the adequacy of internal audit function; √

5(5)(i) review the Management’s Discussion and Analysis before disclosing in the Annual Report;

√

5(5)(j) review statement of all related party transactions submitted by the management;

√

5(5)(k) review Management Letters or Letter of Internal Control weakness issued by statutory auditors;

√

5(5)(l) oversee the determination of audit fees based on scope and magnitude, level of expertise deployed and time required for effective audit and evaluate the performance of external auditors; and

√

5(5)(m)oversee whether the proceeds raised through Initial Public Offering (IPO) or Repeat Public Offering (RPO) or Rights Share Offer have been utilized as per the purposes stated in relevant offer document or prospectus approved by the Commission.

√

5(6) Reporting of the Audit Committee

5(6)(a) Reporting to the Board of Directors


Condition No.

Title



CompliedNot

Complied

5(6)(a)(i) The Audit Committee shall report on its activities to the Board. √

5(6)(a)(ii) The Audit Committee shall immediately report to the Board on the following findings, if any:

5(6)(a)(ii)(a) report on conflicts of interests; N/A

5(6)(a)(ii)(b) suspected or presumed fraud or irregularity or material defect identified in the internal audit and compliance process or in the financial statements;

N/A

5(6)(a)(ii)(c) suspected infringement of laws, regulatory compliances including securities related laws, rules and regulations; and

N/A

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

N/A

5(6)(b) Reporting to the AuthoritiesIf the Audit Committee has reported to the Board about anything which has material impact on the financial condition and results of operation and has discussed with the Board and the management that any rectification is necessary and if the Audit Committee finds that such rectification has been unreasonably ignored, the Audit Committee shall report such finding to the Commission, upon reporting of such matters to the Board for three times or completion of a period of 6 (six) months from the date of first reporting to the Board, whichever is earlier.

No such situation noticed

5(7) Reporting to the Shareholders and General Investors

Report on activities carried out by the Audit Committee, including any report made to the Board under condition No. 5(6)(a)(ii) above during the year, shall be signed by the Chairperson of the Audit Committee and disclosed in the annual report of the issuer company.

√

6 Nomination and Remuneration Committee (NRC).

6(1) Responsibility to the Board of Directors

6(1)(a) The company shall have a Nomination and Remuneration Committee (NRC) as a sub-committee of the Board;


6(1)(b) The NRC shall assist the Board in formulation of the nomination criteria or policy for determining qualifications, positive attributes, experiences and independence of directors and top level executive as well as a policy for formal process of considering remuneration of directors, top level executive;


6(1)(c) The Terms of Reference (ToR) of the NRC shall be clearly set forth in writing covering the areas stated at the condition No.6(5)(b).



Condition No.

Title



CompliedNot

Complied

6(2) Constitution of the NRC

6(2)(a) The Committee shall comprise of at least three members including an independent director;


6(2)(b) All members of the Committee shall be non-executive directors;


6(2)(c) Members of the Committee shall be nominated and appointed by the Board;


6(2)(d) The Board shall have authority to remove and appoint any member of the Committee;


6(2)(e) In case of death, resignation, disqualification, or removal of any member of the Committee or in any other cases of vacancies, the board shall fill the vacancy within 180 (one hundred eighty) days of occurring such vacancy in the Committee;


6(2)(f) The Chairperson of the Committee may appoint or co-opt any external expert and/or member(s) of staff to the Committee as advisor who shall be non-voting member, if the Chairperson feels that advice or suggestion from such external expert and/or member(s) of staff shall be required or valuable for the Committee;


6(2)(g) The company secretary shall act as the secretary of the Committee;


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


6(2)(i) No member of the NRC shall receive, either directly or indirectly, any remuneration for any advisory or consultancy role or otherwise, other than Director’s fees or honorarium from the company.


6(3) Chairperson of the NRC

6(3)(a) The Board shall select 1 (one) member of the NRC to be Chairperson of the Committee, who shall be an independent director;

√Noted for comply

6(3)(b) In the absence of the Chairperson of the NRC, the remaining members may elect one of themselves as Chairperson for that particular meeting, the reason of absence of the regular Chairperson shall be duly recorded in the minutes;

√

Noted for comply

6(3)(c) The Chairperson of the NRC shall attend the annual general meeting (AGM) to answer the queries of the shareholders.

√Noted for comply

6(4) Meeting of the NRC


Condition No.

Title



CompliedNot

Complied

6(4)(a) The NRC shall conduct at least one meeting in a financial year; √ Noted for Comply

6(4)(b) The Chairperson of the NRC may convene any emergency meeting upon request by any member of the NRC;

√Noted for Comply

6(4)(c) The quorum of the meeting of the NRC shall be constituted in presence of either two members or two third of the members of the Committee, whichever is higher, where presence of an independent director is must as required under condition No. 6(2)(h);

√

Noted for Comply

6(4)(d) The proceedings of each meeting of the NRC shall duly be recorded in the minutes and such minutes shall be confirmed in the next meeting of the NRC

√Noted for Comply

6(5) Role of the NRC

6(5)(a) NRC shall be independent and responsible or accountable to the Board and to the shareholders;

√Noted for Comply

6(5)(b) NRC shall oversee, among others, the following matters and make report with recommendation to the Board:

√Noted for Comply

6(5)(b)(i) formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend a policy to the Board, relating to the remuneration of the directors, top level executive, considering the following:

√

Noted for Comply

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

√ Noted for Comply

6(5)(b)(i)(b) the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and


6(5)(b)(i)(c) remuneration to directors, top level executive involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;


6(5)(b)(ii) devising a policy on Board’s diversity taking into consideration age, gender, experience, ethnicity, educational background and nationality;


6(5)(b)(iii) identifying persons who are qualified to become directors and who may be appointed in top level executive position in accordance with the criteria laid down, and recommend their appointment and removal to the Board;


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



Condition No.

Title



CompliedNot

Complied

6(5)(b)(v) identifying the company’s needs for employees at different levels and determine their selection, transfer or replacement and promotion criteria; and


6(5)(b)(vi) developing, recommending and reviewing annually the company’s human resources and training policies;


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


7 External or Statutory Auditors

7(1) The issuer company shall not engage its external or statutory auditors to perform the following services of the company, namely:-

7(1)(i) appraisal or valuation services or fairness opinions; √

7(1)(ii) financial information systems design and implementation; √

7(1)(iii) book-keeping or other services related to the accounting records or financial statements;

√

7(1)(iv) broker-dealer services; √

7(1)(v) actuarial services; √

7(1)(vi) internal audit services or special audit services; √

7(1)(vii) any service that the Audit Committee determines; √

7(1)(viii) audit or certification services on compliance of corporate governance as required under conditionNo.9(1);and

√

7(1)(ix) any other service that creates conflict of interest. √

7(2) No partner or employees of the external audit firms shall possess any share of the company they audit at least during the tenure of their audit assignment of that company; his or her family members also shall not hold any shares in the said company:

√

7(3) Representative of external or statutory auditors shall remain present in the Shareholders’ Meeting (Annual General Meeting or Extraordinary General Meeting) to answer the queries of the shareholders.

√

8 Maintaining a website by the Company.

8(1) The company shall have an official website linked with the website of the stock exchange.

√

8(2) The company shall keep the website functional from the date of listing.

√


Condition No.

Title



CompliedNot

Complied

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

√

9 Reporting and Compliance of Corporate Governance.-

9(1) The company shall obtain a certificate from a practicing Professional Accountant or Secretary(Chartered Accountant or Cost and Management Accountant or Chartered Secretary) other than its statutory auditors or audit firm on yearly basis regarding compliance of conditions of Corporate Governance Code of the Commission and shall such certificate shall be disclosed in the Annual Report.

√

9(2) The professional who will provide the certificate on compliance of this Corporate Governance Code shall be appointed by the shareholders in the annual general meeting.

√ Appointment will be

confirmed in the next AGM

9(3) The directors of the company shall state, in accordance with the Annexure-C attached, in the directors’ report whether the company has complied with these conditions or not.

√


FINANCIAL HIGHLIGHTS

FINANCIAL RESULT AND APPROPRIATION The presentation herewith of the comparative financial results of the Year under review (2017-2018) and the immediate Past Year (2016-2017) is provided below for you. Also recommendations have been placed before you for appropriation of the Profits generated during the Year under review:

Figure in ‘000 Tk.

PARTICULARS 2017-18 2016-17

Net Profit before Providing Income tax 190,045 132,632

Add: Adjustments of Revaluation 4,936 5,195

Add: Deferred Tax adjustment

Add: Profit brought Forward from Previous Year 299,358 219,874

Profit available for Appropriation 494,339 357,701

Recommended for Appropriation

Less: Transfer to Tax Provision (73,611) (58,343)

Less: Dividend (113,444)

Un-appropriated Profit Carried Forward 307,284 299,358

VALUE ADDED STATEMENT (Figures in ‘000’)

PARTICULARS 2017-18(In BDT Tk.)

In % 2016-17(In BDT Tk.)

In %

SOURCE OF FUND

1 Net Turnover 4,734,279 4,077,696

2 Less: Brought in Materials & Services 3,540,156 2,982,758

VALUE ADDED TOTAL 1,194,123 100.00 1,094,938 100.00

APPLIED IN THE FOLLOWING WAY

EMPLOYEES

1 Salaries, Wages, and allowance 325,529 27.26 300,303 27.43

LENDERS

2 Financial Charges 434,142 36.36 412,661 37.69

PROVIDER OF CAPITAL

3 Dividend 113,444 9.50

873,115 73.12 712,964 65.11

RETAINED BY THE COMPANY

4 Depreciation & Retention 321,008 26.88 381,974

VALUE ADDED TOTAL 1,194,123 100 1,094,938 100


SALES & PRODUCTION IN TERMS OF QUANTITY Quantity in ‘000’

PARTICULARS 2017-18 2016-17 2015-16 (9 months) 2014-15 2013-14

Production (in Lbs) 39,189 36,838 17,345 15,550 15,463

Sales (in Lbs) 39,112 36,734 19,947 16,422 14,607

SALES & PROFITABILITY OVER 5YEARS Quantity in ‘000’

PARTICULARS 2017-18 2016-17 2015-16 2014-15 2013-14

Sales 4,731,802 4,074,750 2,048,384 1,642,241 1,894,869

Gross Profit 814,496 707,659 1,673,163 399,954 473,902

Net Profit 116,434 74,288 59,816 86,809 214,127

EARNING PER SHARE (EPS) Quantity in ‘000’

PARTICULARS 2017-18 2016-17 2015-16 2014-15 2013-14

Earning Per Share (EPS) 0.49 0.33 0.39 0.28 0.73

40,00035,00030,00025,00020,00015,00010,0005,000

0

2017-18 2016-17 2015-16(9 months)

2014-15 2013-14

0.800.700.600.500.400.300.200.10

02017-18 2016-17 2015-16 2014-15 2013-14

5,000,0004,500,0004,000,0003,500,0003,000,0002,500,0002,000,0001,500,0001,000,000

500,0000

2017-18 2016-17 2015-16 2014-15 2013-14


AUDIT COMMITTEE REPORTFor the financial year 2017-2018

Maksons Spinning Mills Limited having an Audit Committee as a sub-committee of the Board of Directors in order to assist the Board of Directors in ensuring and fulfilling its oversight responsibilities

AUDIT COMMITTEE The Audit Committee of the Company comprises of the following:

NAME DESIGNATION DESIGNATION IN THE COMMITTEEDR. MIJANUR RAHMAN INDEPENDENT DIRECTOR CHAIRMAN

MR. MOHD. FERDOUS KAWSER MASUD DIRECTOR MEMBER

MOHD. AMZAD ALI BADAL DIRECTOR MEMBER

MOHD. MOHSIN ADNAN EXECUTIVE DIRECTOR &COMPANY SECRETARY

MEMBER SECRETARY

MOHD. YOUNUS BHUIYAN CHIEF FINANCIAL OFFICER MEMBER

Terms of Reference (TOR) of the Audit Committee

• The Board defined Terms of Reference (TOR) for the Audit Committee. Activities of the Committee are performed as per the said TOR.

• The Committee submits its report directly to the Board of Directors.

AUDIT COMMITTEE MEETING DATE AND ATTENDANCE

NAME OF MEMBER 28-09-2017 26-10-2017 16-01-2018 16-04-2018

DR. MIJANUR RAHMAN √ √ √ √

MOHD. FERDOUS KAWSER MASUD √ √ √ √

MOHD. AMZAD ALI BADAL √ √ √ √

MOHD. MOHSIN ADNAN √ √ √ √

MOHD. YOUNUS BHUIYAN √ √ √ √

Minutes of the audit committee are properly recorded.

Activities carried out during the yearIn order to discharge the duties and responsibilities of the Audit Committee, the Committee-

• Reviewed the financial statements of the first quarter, second quarter, third quarter and the year ended 30 June, 2018 and subsequently recommended to the Board for consideration and approval.

• Reviewed the work of the Internal Audit Department and made suggestions for improvement. • Recognized the observations of the Internal Audit Department regarding internal control and suggestions made to improve

operational systems and procedures and their implementation. • Reviewed the integrity of the financial statements of the Company to ensure that these reflect a true and fair view of the

Company’s state of affairs for the year ended 30 June, 2018. • Ensured, while reviewing the financial statements, that proper disclosure required under International Accounting

Standards as adopted in Bangladesh have been made and also complied with the Companies Act and various other rules


and regulations applicable to textile industries. • discussed with the statutory auditors about the nature and scope of audit as well as had post-audit discussions to address

areas of concern; • approved the internal audit plan and gave direction to the Internal Auditor where appropriate for carrying out in depth

audit to ensure that the Company or its assets are not exposed to undue risk; • reviewed the management report submitted by the statutory auditors and suggested corrective measures and fixed time

frame for their implementation; and • Reviewed the performance of External Auditors during the last term and recommended them for re-appointment. • reviewed the Internal Control System and Financial Statements

Reporting • Pursuant to Condition no. 6 (ii) the Corporate Governance Code issued by BSEC, the Committee reports that it did not find

any conflict of interest or any fraud, irregularity, material defect in the Internal Control System. There are no infringement of laws, rules and regulations also.

• The Committee is of the view that risk management associated with the business of the Company is adequately controlled.

On behalf of the Audit Committee,

_______________(Dr. Mijanur Rahman)Chairman, Audit Committee


MINUTES OF THE 13thANNUAL GENERAL MEETING

The 13th Annual General Meeting (AGM) of shareholders of Maksons Spinning Mills Limited was held on 22nd January, 2018 at the Factory Premises of the company (Holding # 87, Ward # 5, Block # B, Road # Shahid Minnat Ali Road # 4, B-Bangla, Gouripur, Ashulia, Savar, Dhaka) at 9.30 am. Large number of shareholders attended at the Annual General Meeting.

Dr. Jamaluddin Ahmed, Chairman the company, presided over the meeting. Mr. Mohammad Ali Khokon, Managing Director of the company along with other Directors of the company was also present in the meeting. Verses from the Holy Quran along with its translation in Bengali were recited at the very outset of the meeting.

The Chairman of the meeting welcomed the shareholders in the Annual General Meeting. With the permission of the Chair, the meeting began and the shareholders expressed their valued opinion on the audited financial statement of the Company for the year ended 30 June 2017 and also on their affairs.

Mr. Mohammad Ali Khokon, Managing Director of the company replied to the queries and explained various comments of distinguished shareholders. He also gave hints of future activities of the Company. After approving the audited financial statements, declaring dividend (5% Stock), electing Directors, appointing Auditors and fixing their remuneration by the shareholders, the meeting ended with a vote of thanks to and from the Chair.

On behalf of Board of Directors,

______________________(Dr. Jamaluddin Ahmed)Chairman of the Meeting


Auditor’s Report on the Financial Statements


INDEPENDENT AUDITORS’ REPORTTo the Shareholders of Maksons Spinning Mills Limited

We have audited the accompanying financial statements of Maksons Spinning Mills Limited, which comprise the statement of financial position as at June 30, 2018, and the related statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year ended June 30, 2018, and a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the financial statement

Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Accounting Standards (IASs) and International Financial Reporting Standards (IFRS), the Companies Act 1994 and other applicable laws and regulations, and for such internal control as management determines it necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud and error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of Maksons Spinning Mills Limited as at June 30, 2018, and its financial performance and its cash flows for the year ended June 30, 2018 in accordance with International Financial Reporting Standards (IFRSs).

Report on Other legal and Regulatory Requirements

In accordance with the Companies Act 1994 we also report the following:

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

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

c) The company’s statement of financial position, statement of profit or loss and other comprehensive income dealt with by the report are in agreement with the books of account and returns.

d) The expenditure incurred was for the purposes of the company’s business.

Place: Dhaka G. KIBRIA & CO.Date: October 25, 2018 Chartered Accountants


MAKSONS SPINNING MILLS LIMITEDSTATEMENT OF FINANCIAL POSITIONS

AS AT JUNE 30, 2018

June 30, 2018 June 30, 2017Taka Taka

ASSETS

Particular

Non-Current Assets 4,795,608,479 4,644,899,492Property, Plant & Equipment 4.00 4,795,608,479 4,644,899,492

Current Assets 4,878,464,116 4,257,036,319Inventories 5.00 1,794,225,453 1,676,050,945Trade Receivables 6.00 2,048,299,236 1,933,178,461Investment in shares 7.00 3,520,248 4,672,552Advance, Deposit & Prepayments 8.00 1,019,276,774 590,331,270Cash & Cash Equivalents 9.00 13,142,405 52,803,092

TOTAL ASSETS 9,674,072,595 8,901,935,811

EQUITY AND LIABILITIESShareholders' Equity 4,550,068,338 4,434,786,534Ordinary Shares 10.00 2,382,325,380 2,268,881,320Retained Earnings and Reserves 11.00 2,167,742,958 2,165,905,214

Non-Current Liabilities 1,304,598,867 1,573,506,616Long Term Loan 12.00 1,000,204,078 1,337,232,937Finance Lease obligation 12.01 145,101,050 116,848,983Deferred Tax Liability 13.00 159,293,739 119,424,696

Current Liabilities 3,819,405,389 2,893,642,660Trade and Other Payables 14.00 17,891,047 13,269,978Workers Profit Participation Fund (WPPF) 15.00 25,718,006 21,171,244Current portion of Long Term Loan 16.00 540,862,637 529,100,533Current portion of Finance Lease obligation 16.01 32,646,689 35,059,509Short Term Loan 17.00 2,997,659,730 2,081,062,935Liabilities for Expenses 18.00 94,283,274 104,034,364Provision for Tax 19.00 110,344,007 109,944,097

TOTAL EQUITY AND LIABILITIES 9,674,072,595 8,901,935,811

Net Assets Value per Share 27.00 19.10 19.55Net Assets Value Per Share (NAVPS) - (Comparative Restated) 27.00 19.10 18.62

Notes

Company SecretaryChief Financial Officer Director Managing Director

Place: Dhaka Date: October 25, 2018

G. KIBRIA & CO. Chartered Accountants

These financial statements should be read in conjunction with the annexed notes.


MAKSONS SPINNING MILLS LIMITEDSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE PERIOD ENDED JUNE 30, 2018


Particular Notes





Sales 20.00 4,731,802,469 4,074,750,862

Less : Cost of Goods Sold 21.00 3,917,305,738 3,367,090,966

Gross Profit 814,496,731 707,659,896

Less : Operating Expenses 183,285,209 158,681,329

Administrative Expenses 22.00 137,801,623 117,533,961

Selling & Distribution Expenses 23.00 45,483,586 41,147,368 Operating Profit before financial expenses & WPPF 631,211,522 548,978,567

Less: Financial Expenses 24.00 434,141,917 412,661,543

Operating Profit/(Loss) 197,069,605 136,317,024

Add. Non-operating income 25.00 2,477,901 2,946,794

Net Profit before WPPF 199,547,506 139,263,818

Less: WPPF 15.00 9,502,262 6,631,610

Net Profit before Income Tax 190,045,244 132,632,208

Less: Provision for Tax 73,611,136 58,343,315

Current Tax 33,742,093 29,259,954

Deferred Tax 39,869,043 29,083,360

Net Profit After Tax for the year 116,434,108 74,288,893

Add: Other Comprehensive Income

Unrealized Gain or (Loss) on investment in shares 7.00 (1,152,304) 1,463,479

Total Comprehensive Income 115,281,804 75,752,372

Basic Earning per Share (EPS) 26.00 0.49 0.33

Earning Per Share (Comparative restated) 26.00 0.49 0.31


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MAKSONS SPINNING MILLS LIMITEDSTATEMENT OF CASH FLOWS

FOR THE YEAR ENDED JUNE 30, 2018


Particular Notes





CASH FLOW FROM OPERATING ACTIVITIES:Cash Received from Customers and Other Sources 4,616,684,476 3,692,629,634

Payment to suppliers and other expenses (4,332,000,854) (3,314,248,925)

Income Tax Paid (41,119,179) (32,667,311)

Interest Paid (434,141,917) (412,661,543)

Net Cash Generated from Operating Activities (190,577,474) (66,948,145)

CASH FLOW FROM INVESTING ACTIVITIES:Acquisition of Property, Plant and Equipment (452,735,647) (337,606,577)

Disposal of Property, Plant and Equipment 665,000 2,170,000

Net Cash used in Investing Activities (452,070,647) (335,436,577)

CASH FLOW FROM FINANCING ACTIVITIES:Short Term Loan from Bank - net 916,596,795 (214,423,363)

Finance Lease 9,739,247 (5,074,306)

Long Term Loan - net (325,266,755) 586,811,214

Net Cash Generated from Financing Activities 601,069,287 367,313,545

Net Increase/(Decrease) in Cash & Cash Equivalents (41,578,835) (35,071,177)

Gain /(Loss) of Foreign Currency fluctuation 1,918,148 1,791,645

Opening Cash & Cash Equivalents 52,803,092 86,082,624

Closing Cash & Cash Equivalents 13,142,405 52,803,092

Net Operating Cash Flow Per Share 28.00 (0.80) (0.30) Net Operating Cash Flow Per Shares - (Comparative Restated) 28.00

(0.80) (0.28)


MAKSONS SPINNING MILLS LIMITEDNotes to the Financial Statements

For the period ended June 30, 2018

1.00 Background of the Company

Maksons Spinning Mills Limited (“The Company”) was incorporated in Bangladesh on 25 September, 2003 with the Registrar of Joint Stock Companies and Firms as a Private Limited Company under the Companies Act, 1994. Subsequently, it was converted into Public Limited Company on 25th January 2005 by Special Resolution. As of July 28, 2018, the registered office of the Company is located at Plot-11, Paradise Tower, Floor-08, Road 02, Sector-03, Uttara, Dhaka. Previously, the registered offices were located at 28, Dilkusha C/A. 4th Floor, Dhaka-1000.The manufacturing facility is located in Ashulia, Savar.

Its principal activities and operations are production and sale of cotton yarn.

1.01 Nature of Business

The principal activities of the Company are manufacturing different types of Yarn and sales to export oriented RMG industry.

2.00 BASIS OF PREPARATION OF FINANCIAL STATEMENTS

2.01 Statement of Compliance

The financial statements have been prepared incompliance with the requirements of the Companies Act 1994, the Securities & Exchange Rules 1987, the Listing Regulations of Dhaka Stock Exchange (DSE) and Chittagong Stock Exchange (CSE) and other relevant local laws as applicable and in accordance with the applicable International Financial Reporting Standards (IFRSs) including International Accounting Standards (IAS) as issued by International Accounting Standards Board (IASB) and adopted by the Institute of Chartered Accountants of Bangladesh (ICAB).Prior year financial statements were prepared in accordance with Bangladesh Financial Reporting Standards (BFRS) and Bangladesh Accounting Standards (BAS) which were adopted accounting standards from IFRS. Management has made an assessment of the difference between these two standards and concluded that there are no differences which would impact any numerical amounts or note disclosures.

2.02 Regulatory Compliances

As required by the company, the management complies with the following major legal provisions in addition to the Companies Act 1994 and other applicable laws and regulations:

The Income Tax Ordinance 1984;The Income Tax Rules 1984;The Value Added Tax Act 1991; The Value Added Tax Rules 1991;The Customs Act, 1969;Bangladesh Labour Law, 2006;The Securities and Exchange Ordinance, 1969;The Securities and Exchange Rules, 1987; andSecurities and Exchange Commission Act, 1993.


2.03 Structure, content and presentation of financial statements

According to the International Accounting Standards (IAS)-1 as adopted by ICAB as IAS-1 “Presentation of Financial Statements” the complete set of financial statements includes the following components.

i. Statement of financial position as at 30 June 2018;ii. Statement of profit or loss and other comprehensive income for the financial year 30 June 2018;iii. Statement of cash flows for the financial year 30 June 2018;iv. Statement of changes in equity for the financial year 30 June 2018;v. Accounting policies and other explanatory notes for the financial year 30 June 2018

2.04 Basis of Measurement of Elements of Financial Statements

The financial statements have been prepared on the historical cost basis, except for Investment in Shares which is measured in fair value, and therefore, do not take into consideration the effect of inflation. The accounting policies, unless otherwise stated, have been consistently applied by the company and are consistent with those of the previous year.

2.05 Functional and presentation currency

The financial statements are presented in Bangladeshi currency (Taka), which is the Company’s functional currency. All financial information presented in Taka has been rounded off to the nearest Taka.

2.06 Preparation and Presentation of Financial Statements of the Company

The Board of Directors of the company is responsible for the preparation and presentation of financial statements of Maksons Spinning Mills Limited.

2.07 Use of Estimates and Judgments

The preparation of these financial statements, in conformity with IASs/IFRSs, requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual amounts may differ from these estimates.

Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

In particular, information about significant areas of estimation on uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are included in the following notes:

» Note: 5 Inventories – Inventories are valued at lower of cost of net realizable value. Cost of inventory includes cost of purchase (purchase price, transport, handling and other costs directly attributable to the acquisition of inventories), cost of conversion and other costs incurred in bringing the inventories to their present location and condition. Net realizable value for inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Provisions are made in the consolidated statements of loss and comprehensive loss in the current year on any difference between book value and net realizable value

» Note: 4 Property, Plant & Equipment (Impairment) - Tangible assets with finite lives will be reviewed for


impairment whenever events or changes in circumstances indicate that their carrying amounts exceed their recoverable amounts. Intangible assets not yet put into use are evaluated for impairment at least annually. Whether an asset is impaired requires management to determine whether there is an indication of impairment based on the consideration of internal and external indicators. If an indication of impairment exists, management must determine if the carrying amount of an asset, or the CGU in which the asset is included, exceeds its recoverable amount. The assessment of the carrying amount often requires estimates and assumptions such as discount rates, exchange rates, future capital requirements and future operating performance. The estimation of the future cash flows requires assumptions to be made by management. Therefore, the determination of the recoverable amount implies estimates that may affect the amount of an impairment loss, if any.

» Note: 11 Reserve and Surplus – Land & Development and Buildings & Other Constructions are presented in the financial statements at fair value. Management has performed the fair value calculation for these assets using the expertise of expert valuators. The valuation represents management’s best judgment on what the value of these assets would be on the open market.

» Note 19 Provision for Tax –Provision for income tax expense for the current year represents management’s best estimate on how much tax the Company has to pay to the National Board of Revenue (“NBR”) for profits generated in the current year. They do not represent the final tax bill assessed by the NBR which could have deviations based on deductions allowed or disallowed through the assessment process. Once assessments are finalized by the NBR, the Company will record an adjustment to reflect the change.

2.08 Reporting Period

The financial statements of the company covers from 1 July, 2017 to 30 June 2018.

2.09 Cash Flow Statement

Statement of cash flows is prepared in accordance with “IAS 7: Cash Flow Statement” and the cash flows from operating activities have been presented under Direct Method as required by the Securities and Exchange Rules 1987 and considering the provisions that “Enterprises are Encouraged to Report Cash Flow from Operating Activities using the Direct Method”.

2.10 Compliance with the Requirements of Notification of the Securities and Exchange Commission dated 04.06.2008 under ref. # SEC/CMMRPC/2008-181/53/Adm/03/28

a) Notes to the financial statements marked from 3.00 to 3.19 set out the accounting policies on all material accounting areas. These accounting policies are based on IFRS and IAS as issued by the IASB and adopted by ICAB.

b) The accounting standards that underpin the policies adopted by the company can be found in the following places of the notes to the financial statements:

# Name of the IAS IAS’s no. Financial Statement or Note disclosure

1 Presentation of Financial Statements 1 FS and all notes

2 Inventories 2 Note 5

3 Cash Flow Statements 7 Statement of Cash Flow

4 Accounting policies, Changes in accounting Estimates & Errors 8 Note 3

6 Events after the Reporting Period 10 Note 38

7 Income Taxes 12 Note 12 & 18

8 Property, Plant and Equipment 16 Note 5


# Name of the IAS IAS’s no. Financial Statement or Note disclosure

9 Leases 17 Note 12

10 Revenue 18 Note 20

11 Employees Benefits 19 Note 16

12 The Effects of Changes in Foreign Exchange Rates 21 Note 7

13 Borrowing Costs 23 Note 24

14 Related Party Disclosures 24 Note 32

15 Financial Instruments (Investment in Shares) 32 Note 7

16 Earnings Per Share 33 Note 26

17 Impairment of Assets 36 Note 4

18 Provision, Contingent Liabilities and Contingent Assets 37 Note 29

# Name of the IFRS IFRS No Financial Statement or Note disclosure

1 Financial Instruments: Disclosures 7 Note 7

2 Fair Value Measurement 13 Note 7

c) The financial statements are in compliance with the Bangladesh Financial Reporting Standards (IFRS) which are adopted from the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

2.11 Standards, amendments or interpretations which became effective during the year

During the year certain amendments to Standards and new interpretations became effective however they did not have any material effect on the financial statements of the Company.

2.12 New/revised accounting standards, amendments to published accounting standards, and Interpretations that are not yet effective

The following new standards, amendments and interpretations of approved accounting standards are only effective for annual periods beginning from the dates specified below and have not been early adopted by the company.

- IFRS 9, “Financial Instruments” (“IFRS 9”), is part of the International Accounting Standards Board’s (“IASB”) wider project to replace IAS 39, “Financial Instruments: Recognition and Measurement”. IFRS 9 retains, but simplifies, the mixed measurement model and establishes two primary measurement categories for financial assets: amortized cost and fair value. The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. The standard is effective for annual periods beginning on or after January 1, 2018. The Company is in the process of evaluating the impact of the new standard on its consolidated financial statements.

- In May 2014, the IASB issued IFRS 15, “Revenue from Contracts with Customers” (“IFRS 15”), which replaces IAS 11, “Construction Contracts”, IAS 18, “Revenue”, and other interpretive guidance associated with revenue recognition. IFRS 15 provides a single, principles-based model to be applied to all contracts with customers to determine the recognition and measurement of revenue. The standard is effective for annual periods beginning on or after January 1, 2018, with earlier adoption permitted. The Company is currently assessing the impact of adopting this new standard on its consolidated financial statements..


- On January 13, 2016, the IASB issued IFRS 16, “Leases” (“IFRS 16”), which outlines requirements for lessees to recognize assets and liabilities for most leases. Lessees are required to recognize the lease liability for the obligations to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. Lease liability is measured at the present value of lease payments to be made over the term of the lease. The right-of-use asset is initially measured at the amount of the lease liability and adjusted for prepayments, direct costs and incentives received. The new standard will be effective for annual periods beginning on or after January 1, 2019. Early adoption is permitted, provided the new revenue standard, IFRS 15, has been applied or is applied at the same date as IFRS 16. The Company has commenced a review process to assess any impact on its current lease recognition policies.

- On December 8, 2016 the IASB issued IFRIC 22, “Foreign Currency Transactions and Advance Consideration” (“IFRIC 22”) which specifies that the date of a transaction for the purposes of determining the exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration in a foreign currency, is the date on which that non-monetary asset or liability was initially recognized. IFRIC 22 will be effective for annual reporting periods beginning on or after January 1, 2018 with earlier application permitted. The Company is currently assessing the impact of adopting this new standard on its consolidated financial statements.

3.00 SIGNIFICANT ACCOUNTING POLICIES

The specific accounting policies have been selected and applied for significant transactions and events that have a material effect within the framework for the preparation and presentation of financial statements. There has been no changes in policies for all material accounting areas.

3.01 Property, Plant & Equipment

3.1.1 Recognition and Measurement

Property, plant & Equipment are accounted for according to IAS-16 “Property, Plant and Equipment” at Historical cost less cumulative depreciation except land & land development and Building & Other Construction which is considered at revalued amount. The cost of assets include expenditures that are directly attributable to the acquisition of the assets. The cost of self-constructed/installed assets includes the cost of materials, direct labor and any other costs directly attributable to bringing the assets to the working condition for its intended use and the cost of dismantling and removing the items and restoring the site on which they are located.

Fair Valuations are performed with sufficient frequency to ensure that the carrying amount of a revalued asset does not differ materially from its fair value. A revaluation surplus is recorded in OCI and credited to the asset revaluation surplus in equity. However to the extent that it reverses a revaluation deficit of the same asset previously recognized in profit or loss, the increase is recognized in profit and loss. A revaluation deficit is recognized in the statement of profit or loss, except to the extent that it offsets an existing surplus on the same asset recognized in the asset revaluation surplus. An annual transfer from the asset revaluation surplus to retained earnings is made for the difference between depreciation based on the revalued carrying amount of the asset and depreciation based on the asset’s original cost

3.1.2 Depreciation

Depreciation has been charged on addition from the date of acquisition & revaluation date .Deprecation was computed using the diminishing balance method. The cost and accumulated depreciation of depreciable assets retired or otherwise disposed of are eliminated from the assets and accumulated depreciation:


Category Rate

Land and Land Development 0%

Building & Other 5%

Plant & Machinery 10%

Furniture & Fixture 15%

Office Equipment 10%

Motor Vehicle 20%

Disposal:

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the income statement. Sales of land and buildings are accounted for when there is an unconditional exchange of contracts.

Impairment:

Tangible assets are amortized over their corresponding useful economic lives and assessed for impairment whenever there is an indication that the asset may be impaired. Intangible assets that are not yet available for use are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit (“CGU”) level.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the CGU (i.e., the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets, group of assets or CGUs) to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, the corporate assets are also allocated to individual CGUs, or otherwise they are allocated to the smallest group of CGUs for which a reasonable and consistent allocation basis can be identified.

The recoverable amount is the higher of the fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

An impairment loss is recognized when the carrying amount of an asset or a CGU exceeds its recoverable amount by the amount of this excess. An impairment loss is recognized immediately in income or loss in the year during which the loss is incurred. Where an impairment loss subsequently reverses, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount; on reversal of an impairment loss, the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or CGU in prior years. A reversal of an impairment loss is recognized immediately in the consolidated statements of loss and comprehensive loss.

3.02 Inventories

Valuation of Inventories

Inventories comprise Raw Materials, Finished Yarn, Waste Cotton, Store & Spares, Stores-in-Transit and Work in process. They are stated at the lower of cost or net realizable value in accordance with IAS 2 “Inventories” after making due allowance for any obsolete or slow moving item. The costs of inventories are assigned by using weighted average cost method. Net realizable value of Work in Process is determined after deducting the estimated cost of completion and


estimated cost necessary to make the sale from estimated selling price.

Provisions are made in the consolidated statements of loss and comprehensive income for any difference between carrying value and net realizable value.

3.03 Capital Work-In-Progress

Property, Plant and Equipment under construction/acquisition is accounted for as capital work-in-progress until construction/acquisition is completed and measured at cost.

3.04 Leased assets

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to ownership to the Company is classified as a finance lease.

Finance leases are capitalized at the commencement of the lease at the inception date fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized in finance costs in the statement of profit or loss. So the interest expense on Lease liability is charge to income statement under finance cost.

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

An operating lease is a lease other than a finance lease. Operating lease payments are recognized as an operating expense in the statement of profit or loss on a straight-line basis over the lease term.

3.05 Revenue Recognition

Revenue from net sales of the company represents invoiced value of sale of Yarn which are recognized after considering the conditions, set in paragraph 14 of IAS 18: “Revenue”. Revenue from the sale of goods is recognized when all the following conditions are satisfied:

• the company has transferred to the buyer the significant risks and rewards of ownership of the goods;• the company retains neither continuing managerial involvement to the degree usually associated with ownership

nor effective control over the goods sold;• the amount of revenue can be measured reliably;• it is probable that the economic benefits associated with the transaction will flow to the company; and • the cost incurred or to be incurred in respect of the transaction can be measured reliably.

3.06 Foreign Currency Transaction/Translation

Foreign currency transactions are translated into Bangladeshi Taka at the exchange rates ruling at the transaction dates according to IAS 21: The effect of changes in Foreign Exchange Rates”. Monetary assets and liabilities denominated in the foreign currencies are translated at prevailing rates on the balance sheet (financial position) date. Non-monetary assets and liabilities denominated in foreign currencies, which are related at historical cost, are translated into Bangladesh Taka at the exchange date ruling at the date of transactions. Foreign exchange fluctuation gain/losses are charged to Statement of profit or loss and other Comprehensive Income for the respective period.


3.07 Financial Expenses

Financial costs comprise of interest expense on short term loan as well interest costs paid on finance leases. The costs are charged to profit and loss except those are capitalized in accordance with IAS 23: Borrowing Costs.

3.08 Financial Instruments

Non-derivative financial instruments comprise trade receivables, trade payables, cash and cash equivalents and share capital.

3.8.1 Trade Receivables

Trade receivables are recognized initially at invoice value and subsequently measured at the remaining amount less allowance for doubtful receivable at the year end, if any. Receivables from foreign currency transactions are recognized in Bangladeshi Taka using exchange rates prevailing on the date of transaction.

3.8.2 Trade Payables

Liabilities are recorded at the amount payable for settlement in respect of goods and services received by the company, whether or not billed by the suppliers

3.8.3 Cash and Cash Equivalents

Cash and cash equivalents consist of cash in hand and with banks on current and deposit accounts and short term investments which are held and available for use by the company without any restriction. There is insignificant risk of change in value of the same.

3.8.4 Investment in Shares

The company holds ordinary shares of other Companies which are presented on the Statement of Financial Position as Investment in Shares. These investments are classified as available for sale and presented at fair value. All shares held by the Company Level 1 on the fair value hierarchy as they quoted process on active markets (the Dhaka Stock Exchange). The investments are not classified as “Held for Trading” as they are not acquired principally for the purpose of selling or repurchasing but rather earn long term returns through dividends. As a result, the assets are terms as Available for Sale and any changes in fair value of the instrument are recorded in other comprehensive income.

3.09 Taxation

3.9.1 Current Tax

Current tax is the expected tax payable on the taxable income for the financial year, using tax rates enacted or subsequently enacted after the reporting date and any adjustment to tax payable in respect of previous years. Provision for taxation is calculated on the basis of applicable current tax rate and incompliance Income Tax Ordinance Act, 1984.

3.9.2 Deferred Tax

The company has decided to adopt policy of recognition of deferred tax in accordance with the International Accounting Standard (IAS-12), deferred tax is provided using the liability method for temporary difference between the carrying value of fixed assets as per accounts and the corresponding income tax written down value. Deferred tax is calculated at the effective income tax rate prevailing at the statement of financial position date.

Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items


are recognized in correlation to the underlying transaction either in OCI or directly in equity.

3.10 Provisions

As per “IAS 37: Provisions, Contingent Liabilities and Contingent Assets’ a provision recognized on the date of statement of financial position if, as a result of past even Company has a present obligation that can be estimated reliably, and it is probable the outflow of economic benefits will be required to settle the obligation.

A provision is recognized if, as a result of a past event, the company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefit will be required to settle the obligation.

3.11 Contingencies

Contingencies arising from claim, litigation assessment, fines, penalties etc are recorded it is probable that a liability has been incurred and the amount can be measured reliably accordance with “IAS 37: Provisions, Contingent Liabilities and Contingent Assets”.

3.12 Earning Per Share (EPS)

The company calculates Earning Per Share (EPS) in accordance with IAS 33 “Earning Per Share” which has been shown on the face of statement of profit or loss and other Comprehensive Income and the computation of EPS is stated in (Note -32) of the financial statements.

Basic Earnings

This represents earnings for the period attributable to the ordinary shareholders. As there no preference dividend, minority interest or extra ordinary items, the net profit for the year has been considered as fully attributable to ordinary shareholders. Basic earnings per has been calculated by dividing the net profit or loss by the number of ordinary share outstanding during the year.

Diluted Earnings Per Share (DEPS)

Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and weighted average number of ordinary shares outstanding, for the effect of all dilutive potential ordinary shares. However, dilution of EPS is not applicable for these financial statements as there were no potential ordinary shares during the relevant period.

3.13 Contingent Liabilities and Assets

Contingent liabilities are current or possible obligations, arising from past events and whose existence is due to the occurrence or non- occurrence of one or more uncertain future events, which are not within the control of the company.

3.14 Worker’s profit participation & welfare funds

The company contributed 5% of net profit before charging the amount to the aforementioned fund in accordance with the requirement of section 234 of labour Act. 2006 and as amended in 2013. But trustee board and Trust deed not yet executed and are under process.

3.15 Segment Reporting

No segmental reporting is applicable for the company as required by “IAS 14: Segment Reporting” as the company operates in a single industry segment and within one geographical area.


3.16 Event after Statement of Financial Position Date

In compliance with the requirements of “IAS-10: Event After the reporting period” that provide additional information about the company’s position at the date of the financial position are reflected in the financial statements and events after the reporting period that are not adjusting events are disclosed.

3.17 Going Concern

The company has adequate resources to continue its operations for foreseeable future. For this reason the directors continue to adopt the going concern basis in preparing the accounts. The resources of the company are sufficient to meet the present obligation of its existing businesses and operations.

3.18 Related Party Disclosures

The company carried out a number of transactions with related parties in the normal course of business and on arms’ length basis. The information as required by IAS 24: Related Party Disclosures has been disclosed in a separate Note 34 to the accounts.

3.19 Financial Risk Management Policies

The management of Company under the supervision of the Board has overall responsibility for the establishment and oversight of the Company’s risk management framework. Risk management policies, procedures and systems are reviewed regularly to reflect change in market conditions and the company’s activities. The Company has exposure to the following risks for its use of financial instruments.

Interest Rate Risk

Interest rate risk is the risk that arises due to changes in interest rates on borrowing. There was no foreign currency loan which is subject to floating rates of interest. Local loans are however, not significantly affected by fluctuations in interest rates.

Foreign Currency Risk

The company is exposed to foreign currency risk relating to purchases which are denominated in foreign currencies. The company primarily utilizes forward exchange contracts with maturities of less than one year to hedge such financial liabilities denominated in foreign currencies. The forward exchange contracts entered into at the reporting date also relate to anticipated purchases, denominated in foreign currencies, for the subsequent period.

Credit Risk

Credit risk is the risk of a financial loss to the company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the company’s receivables. Management has a credit policy in place and exposure to credit risk is monitored on an ongoing basis. As at 30 June 2017 substantial part of the receivables are secured against LC and subject to insignificant credit risk. Risk exposures from other financial assets i.e. Cash at bank and other receivables are nominal.

Liquidity Risk

Liquidity risk is the risk that the company will not be able to meet its financial 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 sufficient liquidity to meet its liabilities when due under booth normal and stressed conditions without


incurring unacceptable losses or risking damage to the company’s reputation. Typically, the company ensures that it has sufficient cash and cash equivalent to meet expected operational expenses including financial obligations through preparation of the cash flow forecast with due consideration of time line of payment of the financial obligation and accordingly arrange for sufficient liquidity/fund to make the expected payment within due date. After the recent capital raising, even in extreme stressed conditions it is unlikely that the Company would require further financing at least within next couple of years.

Market Risk

Market risk is the risk that any change in market prices such as foreign exchange rates and interest will affect the company’s income or the value of its holdings financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters.

Fair Values

The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction.

The fair value of trade and other short-term receivables are taken to approximate their carrying value. The fair value of financial assets and liabilities approximate their carrying value.

3.20 General

Comparative figures have been re-arranged where considered necessary to ensure better comparability with the current period without causing any impact on the profit and value of assets and liabilities as reported in the financial statements. Details of changes in prior year presentation have been included in Note 39.


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4.00 Property, Plant & EquipmentLand & Land Development 1,232,159,029 1,223,842,655Building & Other Construction 882,107,341 849,870,338Plant & Machinery 2,583,368,521 2,482,319,884Furniture & Fixture 6,265,324 7,309,608Office Equipment 25,744,626 26,134,111Motor Vehicle 65,963,638 55,422,896

4,795,608,479 4,644,899,492

* An elaborate schedule of Property, Plant & Equipment are shown in Annexure-A

5.00 Inventories

Raw Cotton (Note- 5.01) 1,700,372,043 1,583,436,150Work-in-Process (Note- 5.02) 23,375,096 32,324,918Finished Goods (Note- 5.03) 27,356,693 19,414,279Stores & Spares 43,121,621 40,875,598Total 1,794,225,453 1,676,050,945

5.01 Raw Cotton Qty. (Lbs) Amount (Tk.) Qty. (Lbs) Amount (Tk.)

Raw Cotton 22,915,724 1,700,372,043 21,984,711 1,583,436,150Total 22,915,724 1,700,372,043 21,984,711 1,583,436,150

5.02 Work-in-Process

Blow Room 40,060 2,909,009 71,468 4,680,781Carding 2,971 219,379 5,344 359,786Drawing 12,595 965,229 15,108 1,074,642Simplex 58,489 4,788,345 78,436 6,160,144Ring 108,875 9,949,550 140,200 12,865,284Cone Winding 46,211 4,543,584 70,422 7,184,281Total 269,201 23,375,096 380,978 32,324,918

5.03 Finished Goods

Various Count -Card & Comb 268,298 27,356,693 190,578 19,414,279Total 268,298 27,356,693 190,578 19,414,279

There are fixed assets that are idle. Management has performed an assessment to identify indicators of impairment in the fiscal year and noted there were none. No impairment expense has been recorded in the year related to fixed assets.

Similar to raw materials, the finished goods held in inventory are almost guaranteed to be sold since they are backed by LCs. Hence management feels there is no risk of the finished goods becoming obsolete. Hence no obsolescence provision is recognized.

June 30, 2018 June 30, 2017

The Company does not acquire raw materials to re-sell but rather uses the raw materials as manufacturing inputs. Almost all of the companies revenues are export based which are guaranteed by Letter of Credits (LC)s. Therefore there are no risks associated with the companies revenue. The Company is also able to consistently generate a positive gross margin. Therefore, management has concluded that there is no need for an obsolescence provision for raw materials.


6.00 Trade Receivables

Opening Balance 1,933,178,461 1,543,601,312Add: Increase during the year 4,731,802,469 4,074,750,862Less: Realize during the year 4,616,681,694 3,685,173,713Closing Balance 2,048,299,236 1,933,178,461

7.00 Investment in Shares

Cost Value Market Value Cost Value Market Value

Investment in Shares 22,484,571 3,520,248 22,484,571 4,672,55222,484,571 3,520,248 22,484,571 4,672,552

Opening Balance 4,672,552 3,209,073Add: Unrealized Gain/ (Loss) during the year (1,152,304) 1,463,479Closing Balance 3,520,248 4,672,552

Number of share

Market value as on 30/06/18

Number of share Market value as on 30/06/17

Dhaka Bank Ltd. 6,718 95,396 5,688 111,676 PLFSL 72,846 721,175 72,846 757,598 BIFC 112,546 765,313 1,125,546 1,114,205 Union Capital Ltd. 39,289 510,757 34,018 950,442 Beximco Ltd 52,796 1,383,255 50,282 1,694,503EXIM Bank Ltd. 973 11,579 973 11,871Metro Spinning Ltd. 546 5,132 546 4,750National Bank Ltd. 1,619 15,866 1,205 16,774NCCBL 801 11,775 801 10,733

3,520,248 4,672,552

8.00 Advance, Deposit & Prepayment

Advance Advance to the parties 260,027,793 229,667,430Advance to Related Party (Metro Spinning Limited) 186,004,363 194,470,768Advance income tax (Note- 8.01) 33,619,179 25,842,183Advance VAT 995,628 325,128Raw Cotton & Spare in Transit 459,778,441 89,698,217Claim Receivable 51,719,054 24,380,679

992,144,459 564,384,405

Deposit Titas Gas 15,001,577 13,816,127Others 9,130,738 9,130,738

24,132,315 22,946,865

June 30, 2017 June 30, 2018

All Trade Receivables are secured against L/C and considered good and fully collectable, hence noprovision has been maintained.There is no trade debtor due by or to directors, other officers and related parties of the Company.

Note: Investments has been presented at fair value and changes in fair value (unrealized loss fordiminution of market value of quoted share) has been transferred to Available for Sale Reserve -Investment in accordance with IAS 39. Financial instrument recognized and measurement. Themanagement consider investment in share as available for sale securities.



PrepaymentsOffice Rent 3,000,000 3,000,000

3,000,000 3,000,000Total 1,019,276,774 590,331,270


All advances and deposits are considered good and recoverable.8.01 Advance Income Tax (AIT)

Opening Balance 25,842,183 8,607,628Add: addition during the year 33,619,179 25,842,183Less: Adjustment during the year 25,842,183 8,607,628Closing Balance 33,619,179 25,842,183

9.00 Cash & Cash EquivalentsCash in Hand 646,796 1,364,167Cash at Bank (Note: 9.01) 12,495,609 51,438,925

13,142,405 52,803,0929.01 Cash at Bank

Current A/CDhaka Bank Ltd. 8,929 9,619Dutch Bangla Bank Ltd. 1,448,222 1,165,740Southeast Bank Ltd. 20,117 491,791NRB GLOBAL BANK 34,310 38,440Southeast Bank Right 669 1,842Southeast Bank CD 188 71,654Jamuna Bank Ltd. 3,086 4,236Jamuna Bank Ltd. 14,217 15,684Mercantile Bank Ltd. 2,515 2,515Mutual Trust Bank Ltd. 102,730 103,880Union Bank Ltd 8,620Shahjalal Islami Bank Ltd. 8,438 10,163Southeast Company Secretary A/c 193,290 173,857Southeast Bank Ltd. (Escrow UB)A/c 8,095City Bank Ltd. 16,254 10,305SIBL 7,870 11,520Standard Chartered Bank Ltd. CD A/c - 3,533

1,869,456 2,122,874Short Term Deposit A/CSoutheast Bank Ltd. 21,046 21,703Southeast Bank Ltd. 9,368 10,288Jamuna Bank Ltd. 40,769 41,179Bank Asia Ltd. 10,211 184,264City Bank Ltd. 27,357 27,409

108,750 284,843

Foreign Currency A/CSoutheast Bank Ltd. 8,646,821 47,158,002Jamuna Bank Ltd. 11,212 11,212City Bank Ltd. 1,859,369 1,861,994

10,517,402 49,031,208

Total Cash at Bank 12,495,609 51,438,925

10.00 Share Capital

10.01 Authorized 4,000,000 Preference shares of Tk. 10/- each 40,000,000 40,000,000496,000,000 Ordinary shares of Tk. 10/- each 4,960,000,000 4,960,000,000

5,000,000,000 5,000,000,000



10.02 Issued, Subscribed and Paid-up

Preference Shares - -238,232,538 Ordinary shares of Tk. 10/- each 2,382,325,380 2,268,881,320Total 2,382,325,380 2,268,881,320

Range of holding in number of shares

No. of shareholders

% of total holders

No. of shares % of share capital

Below 500 6,759 26.27 1,115,024 0.47500 to 5,000 13,982 54.35 25,017,381 10.505001 to 10,000 2,276 8.85 16,280,783 6.8310,001 to 20,000 1,375 5.34 19,199,139 8.0620,001 to 30,000 476 1.85 11,602,421 4.8730,001 to 40,000 214 0.83 7,409,262 3.1140,001 to 50,000 154 0.60 6,963,367 2.9250,001 to 100,000 264 1.03 18,492,401 7.76100,001 to 1,000,000 204 0.79 47,641,177 20.001,000,001 and above 21 0.08 84,511,583 35.47Total 25,725 100.00 238,232,538 100.00

Market Price

Summarized List of Shareholders as on 30-06-2018

Category Total Shareholder

Total Shareholding Percentage (%)

Sponsors (as per BO Account) 12 63,331,072 26.58%Financial Institutions 273 29,697,370 12.47%General Public 25,440 145,204,096 60.95%

25,725 238,232,538 100.00%

Option on Unissued Shares

11.00 Retained Earnings and Reserves

Share Premium 1,526,004,000 1,526,004,000Revaluation Reserve 353,418,972 358,354,478Retained Earnings 307,284,319 299,358,765Available for Sale Reserve-Investment (18,964,333) (17,812,029)

2,167,742,958 2,165,905,214

12.00 Long Term Loan

Southeast Bank (Expansion) 404,303,668 494,784,131Southeast Bank 511,676,220 823,820,005Southeast Bank (Offshore Banking) 84,224,190 18,628,801

1,000,204,078 1,337,232,937

The distribution schedule showing the number of shareholders and their shareholdings in percentagehas been disclosed below as a requirement of the "Listing Regulations of Dhaka and Chittagong StockExchanges".

Paid up Share Capital of Tk. 238,232,538 is arrived at as follows:

The Company was listed in the Dhaka and Chittagong Stock Exchanges on 1st January 2009. Each sharewas quoted at Tk. 8.60 (on 30 June 2018) in the Dhaka Stock Exchanges Ltd. and Tk 8.50 (on 30 June 2018)in the Chittagong Stock Exchange Ltd. respectively.

There is no option regarding the authorized capital not yet issued can be used to increase the Issued,Subscribed and Paid-up Capital through the issuance of new shares against cash contribution and



12.01 Finance Lease ObligationUttara Finance 11,856,036 7,345,332Bay Leasing & Investment Ltd. 133,245,014 109,503,651

145,101,050 116,848,983

Finance Lease Obligations are payables as follows:

Particulars

Future minimum Lease Payments

Interest Present Value of Minimum Lease Payments

Less than one year 56,516,875 23,870,186 32,646,689Between one & five years 167,754,994 49,357,238 118,397,756More than five years 34,096,280 7,392,986 26,703,294Total 258,368,149 80,620,410 177,747,739

13.00 Deferred Tax Liability:

Opening balance 119,424,696 90,341,336Addition during the year 39,869,043 29,083,360

159,293,739 119,424,696

Deferred Tax Calculation

Accounts Base Tax Base DifferenceWDV of Fixed Assets 4,383,228,940 3,738,845,479 644,383,461WDV of Revaluation Surplus of Fixed Assets 417,574,809 - 417,574,809Total 4,800,803,749 3,738,845,479 1,061,958,270

Deferred Tax Liability @15% 159,293,740

14.00 Trade and other payables

Trading suppliers 17,891,047 13,269,97817,891,047 13,269,978

15.00 WPPF

Opening balance 21,171,244 19,039,634Less: Paid this Year (4,955,500) (4,500,000)Add: Provided during the year 9,502,262 6,631,610

25,718,006 21,171,244

16.00

Southeast Bank (Expansion) 99,890,044 86,959,337 Southeast Bank Ltd. 423,726,176 442,141,196 Southeast Bank (Offshore Banking) 17,246,417

540,862,637 529,100,533

Current portion of Long Term Loan

Provision for Workers Participation Fund has been made @ 5% of net profit after charging thecontribution and such contribution provided as per provision of the Companies Profits (WorkersParticipation) (amendment) Ordinance, 1985 and payable to workers as defined in the said Ordinance.

Deferred tax is related to taxable temporary timing differences on account of depreciation on property,plant and equipment.



16.01

Uttara Finance 2,651,567 1,547,390Bay Leasing & Investment Ltd. 29,995,122 33,512,119

32,646,689 35,059,509

17.00 Short Term Loan from BankSoutheast Bank - Overdraft A/C 190,504,090 168,319,464Loan on Export 781,457,572 521,541,797Southeast Bank Ltd.- LTR 75,095,605 27,412,609Southeast Bank Ltd.- EDF 1,950,602,463 1,363,789,065

2,997,659,730 2,081,062,935

18.00 Liabilities for ExpensesAudit fees 287,500 287,500Insurance Premium 13,403,393 16,497,165Salary & Wages 21,766,616 12,820,237Other Liability 20,124,703 27,328,355Other expenses 38,701,061 47,101,107

94,283,274 104,034,364

19.00 Provision for TaxOpening Balance 109,944,097 95,791,771Add: Addition during the year 33,742,093 29,259,954

143,686,190 125,051,725Less: Paid / Adjustment During the year 33,342,183 15,107,628

110,344,007 109,944,097

The above loans are taken mainly for working capital financing . The Company has complied withrelevant terms and condition of these loans.

Current portion of Finance Lease

20.00 SalesExport sales 4,695,168,969 4,013,777,862Local sales Net of VAT (Note-20.01) 36,633,500 60,973,000

4,731,802,469 4,074,750,862

20.01 Net Local salesLocal sales 36,896,000 62,173,000Less : VAT (262,500) (1,200,000)

36,633,500 60,973,000

21.00 Cost of Goods SoldQuantity (lbs) Amount (Tk) Amount (Tk)

Opening Work in Process 380,978 32,324,918 22,671,030Raw Material Consumed (Note: 21.01) 43,780,960 3,131,778,486 2,642,746,939

44,161,938 3,164,103,404 2,665,417,969Less: Recovery 4,506,844 42,653,861 32,278,408

39,655,094 3,121,449,543 2,633,139,561Less: Invisible 195,950 - -Material available for Consumption 39,459,144 3,121,449,543 2,633,139,561Less: Closing Work in Process 269,201 23,375,096 32,324,918Production 39,189,943 3,098,074,447 2,600,814,643Add: Direct Expenses (Note - 21.02) 189,534,430 173,575,973Add: Factory Overhead (Note -21.03) 637,639,276 603,219,817Cost of Production 39,189,943 3,925,248,152 3,377,610,433Opening Finished Goods 190,578 19,414,279 8,894,812Finished Goods available for Sale 39,380,521 3,944,662,431 3,386,505,245Less: Closing Finished Goods 268,298 27,356,693 19,414,279

39,112,223 3,917,305,738 3,367,090,966



21.01 Raw Material ConsumedParticulars Quantity (lbs) Amount (Tk) Amount (Tk)Opening Stock of Raw Cotton 21,984,711 1,583,436,150 1,515,922,852Add: Purchase of Raw Cotton 44,711,973 3,248,714,379 2,710,260,237Raw Cotton Consumption for available 66,696,684 4,832,150,529 4,226,183,089Less: Closing Stock of Raw Cotton 22,915,724 1,700,372,043 1,583,436,150Total Raw Material Consumed 43,780,960 3,131,778,486 2,642,746,939

21.02 Direct Expenses

Direct Labour/Wages 171,379,732 163,936,493Bonus 10,741,366 4,438,938Overtime 6,675,753 2,328,568Loading & unloading 737,579 2,871,974

189,534,430 173,575,973

21.03 Factory OverheadFactory Salary & Allowances 59,329,016 45,230,018Factory Overtime (Staff and Officer) 2,120,757 1,388,357Factory Bonus 4,586,830 8,582,060Gas Bill 176,376,025 154,543,161Chemical Consumption 2,480,456 1,164,765Store & Spares 17,184,685 15,161,290Repair & Main (Build) 2,062,501 1,599,026Lease Rent (Vehicle) 5,038,576 4,343,904Electricity Bill 13,768,139 534,371Entertainment (Factory) 1,245,799 2,560,918Printing & Stationery 1,116,264 981,068Repairs & Maintenance (Gas Generator) 11,559,827 4,717,679Vehicle Running & Maintenance 2,885,138 1,259,010Fuel for vehicle 4,412,303 4,553,798Repairs & Maintenance 3,901,246 1,301,966Repairs & Maintenance (machinery) 8,100,294 10,644,875Workers house rent 7,170,000 8,800,300Insurance 12,943,782 8,912,480Telephone and Fax - 62,045Lease Installment - 22,199,840TA /DA conveyance 147,259 162,771Miscellaneous 84,889 287,900Office Expenses (Factory) 616,182 1,010,712Sanitation 293,227 185,504Depreciation 300,216,080 303,031,999

637,639,276 603,219,817

22.00 Administrative ExpensesSalary & Allowances 66,146,595 64,054,923Festival Bonus 11,228,733 12,675,180Rent (Head Office) 6,660,738 1,001,856Legal expenses 98,293 131,450Printing & Stationery 597,066 534,890Advertisement (General) 633,459 700,636Business Development 6,864,951 2,293,131Membership Fee 433,543 123,900CDBL Fee & Stock Exchange fee 1,576,166 1,360,000Share Department Expenses 526,602 642,085TA/ DA Conveyance 1,269,320 1,898,302Vehicle Maintenance 4,861,533 5,581,211



Telephone & Fax 1,249,472 918,374Head office Utility 1,397,740 1,281,094ICT Expense 920,876 1,247,682AGM Expenses 1,993,634 1,618,200Office Expenses 1,386,554 3,057,132Entertainment 1,897,366 1,799,064Operating Lease Installment 1,980,480 4,170,047Gas for Vehicles 526,539 484,573Fuel for Vehicles 2,205,069 1,680,506Fuel for Generator 52,000 78,000Ceremonial Expenses 711,122 170,000Repairs & Maintenance 227,382 389,430Sanitation 93,456 108,262Documentation 1,779,183 1,411,913Miscellaneous Expenses 453,498 456,989Postage & Telegram 15,964 27,485Board Meeting Expenses 896,250 955,500License & Renewal 1,027,987 1,651,567Audit Fees 287,500 375,750Deprecation 17,802,551 4,654,828

137,801,623 117,533,961

23.00 Selling & Distribution ExpensesPacking Materials 45,483,586 41,147,368

45,483,586 41,147,368

24.00 Financial ExpensesInterest on Bank & Other Financial Interest 420,143,883 404,303,540Bank Charges and Commission 13,998,034 8,358,003

434,141,917 412,661,543

25.00 Non operating incomeIncome/loss from Investment - 817Profit on sales of assets 556,971 1,137,077Fluctuation Gain 1,918,148 1,791,645Interest income 2,783 17,255

2,477,901 2,946,794

26.00 Earning Per Share (EPS): Basic Earning Per Share The computation of EPS is given below:(a) Earning attributable to the ordinaryshareholders (Net Profit after income tax) 116,434,108 74,288,893(b) Weighted average number of ordinaryshares outstanding during the year 238,232,538 226,888,132

(c) Basic Earning Per Share 0.49 0.33(d) Basic Earning Per Share (Comparative restated) 0.49 0.31

27.00(a) Net assets value (Total assets - liabilities) 4,550,068,338 4,434,786,534 (b) Number of ordinary shares outstanding during the year 238,232,538 226,888,132 (c) Net Assets Value Per Share (NAVPS) 19.10 19.55 (d) Net Assets Value Per Share (NAVPS) -(Comparative Restated) 19.10 18.62

Net Assets Value Per Share (NAVPS)



28.00 Net Operating Cash Flow Per Share (NOCFPS)(a) Net Operating Cash Flow (Numerator) (190,577,474) (66,948,145)(b) No. of Shares Outstanding 238,232,538 226,888,132(c) Net Operating Cash Flow Per Shares (0.80) (0.30)(d) Net Operating Cash Flow Per Shares - (Comparative Restated) (0.80) (0.28)

29.00 Contingent Liabilities

30.00 Segment Reporting

No items considered as contingent liability of the Company as on 30 June 2018 as per IAS 37 “Provisions, Contingent liabilities, and Contingent assets”.:

The Company operates under one operating segment which is manufacturing of Various Count yarn. The Company also has operations situated in one geagraphical location. Therefore the Company does not have separate operating or geagraphical segments. Therefore there is no additional segment reporting disclosure in the finanacial statements.

31.00

Particulars Installed Capacity Utilization during the period

Annual Production of Yarn in KG 20,650,000 17,776,200

32.00 Disclosue As per Requirment BSEC /CMRRCD/2006-15/134/ 1.5 (XVII) Significant deviation from the Last Year's Operating Results

Particulars 30.06.18 30.06.17 Deviation Reason

EPS 0.49 0.31 0.18

COFPS (0.80) (0.28) (0.52)

33.00 Employee Position as per Schedule XI, Part II, Note 5 of Para 3

Salary Range Worker Total employeeFactory Head Office

Below 5,992 3 854 857Above 5,992 309 105 1,315 1,729

Total 312 105 2,169 2,586

Officer & Staff

Plant Capacity and Capacity Utilization as per requirement of schedule X

Operaing profit increased comaprison to the previuos year because sales increased due to increase of Sales Price and prodcution capacity of the company.

COFPS decreased due to increase in working capital, mainly for increase in Material in transit comaprison to the previuos year .



34.00 Related party disclosure

Disclosure on Related party transaction as per IAS-24: "Related Party Disclosure"

Particulars Relationship Balance

Metro Spinning Limited Common Directors 186,004,363

La-Muni Apparels Limited Common Directors 73,660,701

Maksons Logistics Limited Common Directors 839,171

35.00 Proposed Dividend

36.00 Approval of the Financial statements

37.00

PurticularsNet profit after tax for the year: 116,434,108 74,288,893Income Tax Expense: 73,611,136 58,343,315Net profit before tax for the year: 190,045,244 132,632,208

Adjustment to reconcile profit before tax to net cash flowsDepreciation 318,018,631 307,686,827Unrealized foriegn exchange fluctuation gain (1,918,148) (1,791,645)Gain on disposal of assets (556,971) (1,137,077)Income Tax Paid: (41,119,179) (32,667,311)Working capital adjustments(Increase) in Advances & Prepayments, excluding Advance Income Tax (421,168,508) (33,261,844)(Increase) in Trade Receivables (115,120,775) (389,577,149)(Increase) in Inventory (118,174,509) (90,460,279)(Decrease)/Increase in Trade Payables, Liabilities and WPPF (583,259) 41,628,124Net Cash genarated from Operating Activities (190,577,474) (66,948,145)

38.00 Events after the reporting period

39.00 Changes from prior year presenentation

Type of Transaction

Advance Against Land

Loan and Advance

Advance

The Board of Directors recommend 5% Cash dividend on per share of Taka 10/= each fully paid up for approval of the shareholders at the Annual General Meeting (AGM) for the year ended 30 June, 2018The said proposed dividend is not recognised as a liability at the Balance sheet date in accordance with the IAS -10 "Events after the Reporting Period"

These financial statements were authorized for issue in accordance with a resolution of the Company's Board of Directors on 25th October 2018

As per Clause No. 5 (2) (e) of Notification No. BSEC/CMRRCD/2006-158/208/Admin/81, Dated: 20 June 2018: A Reconciliation of Net operating cash flow under Indicect Method is provided below:

There is no adjusting and non-adjusting post balance sheet events, except events that have already been disclosed, of such importance, non disclosure or recognition of which would affect the ability to the users of the financial statements to make proper evaluation and decisions.

Comparative figures have been re-arranged where necessary to ensure better comparability with the current period without causing any impact on the profit and value of assets and liabilities as reported in the financial statements. Details of the changes are listed below. 1. Finance lease obligation is presented separately from long term loan in the statement of financial position, statement of cashflow and the accompanying notes to the financial statements (Note 12.01 and Note 16.01).2. Financial Income and Other Income has been combined in the current year and presented as Non-Operative Income in the statement of Comprehensive Income3. Income Tax paid in the current and prior year has been presnted separately in the "cash generated from operating activities" section of the statement of cash flows. 4. Impact of unrealized foreign exchange fluctuation has been presented separately in the statement of cash flows

MAKSONS SPINNING MILLS LIMITEDCorporate & Share Office: House # 17, Road # 6, Sector # 1, Uttara Model Town, Dhaka-1230.

PROXY FORMThe Managing Director BO No.__________________________ Maksons Spinning Mills Limited, No. of Shares held _______________House # 17, Road # 6,Sector # 1, Uttara Model Town, Uttara, Dhaka-1230

I / We ___________________________________________________________________________________of_______________________________________________________being a Member of Maksons Spinning Mills Limited do hereby appoint Mr./Ms. ____________________________________________of _______________________________________________________or (failing him / her) Mr./Ms __________________________________of _____________________________________________________________________________as my/our proxy, to vote for me/us and on my/our behalf at the 14th Annual General Meeting of the Company to be held on Wednesday, 06 February, 2019 and any adjournment thereof or at any ballot to be taken in consequence thereof.

Signed this ____________________________day of ______________________________2019.

Signature of Shareholder ___________________ Folio/BO No. ______________________________ No. of Shares held _________________________Signature of Proxy __________________________

PLEASE NOTE:1. This Form of Proxy, duly completed, must be deposited at least 72 hours before the meeting at the Company’s Registered Office.

Proxy is invalid if not signed and stamped as explained above.2. Signature of the Shareholder should agree with the Specimen Signature registered with the Company.

_________________________ Signature Verified

Authorized Signature

MAKSONS SPINNING MILLS LIMITEDCorporate & Share Office: House # 17, Road # 6, Sector # 1, Uttara Model Town, Dhaka-1230.

SHAREHOLDERS ATTENDANCE SLIPI hereby record my attendance at the 14th ANNUAL GENERAL MEETING of the Company being held on Wednesday, 06 February, 2019 at Maksons Group Conference Hall (Situated at Maksons Spinning Mills Ltd., Holding # 87, Ward # 5, Block # B, Shahid Minnat Ali Road # 4, Gouripur, Ashulia, Savar, Dhaka) 9.30 AM.

Name of Shareholder/Proxy ______________________________________________________________________________

BO No. _______________________________________________________________ Dated ___________________________

Authorized Signature ____________________________________________________________________________________

PLEASE NOTE:1. Shareholders attending the meeting in Person or by Proxy are requested to complete the attendance slip and Deposit the same

at the entrance of the Meeting Hall.

SHAREHOLDER/PROXY(Please Tick Above)

RevenueStampTK 20/=

Knit & Rotor Ltd.

CORPORATE & SHARE OFFICEHouse # 17, Road # 06, Sector # 01Uttara, Dhaka-1230Tel: 8933 612, 8933739, 8933740Fax:88-02-893365E-mail: [email protected]

REGISTERED OFFICEPlot-11, Paradise Tower, Floor-8, Road-2, Sector-3,Uttara, Dhaka-1230.

annual report 2017-2018 · 2019. 1. 24. · maksons spinning mills ltd 5 notice of the 14thannual...

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