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DIRECTORS REPORT

It is a pleasure and privilege on the part of the Board of Directors to present herewith the Directors' Report and Auditors' Report together with the audited Financial Statements of Advanced Chemical Industries

Limited (ACI) for the first fiscal year (1 July 2016 - 30 June 2017) as the financial year of the Company ended on 30 June 2017 prepared based on the provisions of the Companies Act 1994, Finance Act 2015 and the Notifications issued time to time by Bangladesh Securities & Exchange Commission (BSEC).

Overview

ACI Group had a very successful year in 2016-2017 with revenue earnings of Taka 47,668 million registering a growth of 52%. This achievement had been a synchronized effort of our sales and marketing team supported by corporate services and factories. There was strong growth across almost all of the strategic business units leading to a robust and well rounded performance for the ACI group. Bangladesh economy grew by 7.1%, exceeding the 7.0% growth target and the 6% growth trajectory. This strong growth was mainly supported by industry and service sectors. Annual average CPI inflation continued to decline to 5.9% in June 2016, below the target of 6.2%. The declining trend in average CPI inflation is mainly driven by favorable food inflation. Export grew by 8.9%, while import by 5.5% in FY 16. Remittance, however, ended up with a negative growth of 3% during the same period. The current account surplus of

USD 3.7 billion led to an overall balance of USD 5.0 billion, building net foreign assets. Import benefited from subdued global commodity prices. Despite some initial competitiveness concerns from appreciation in REER (Real Effective Exchange Rate), exports held up well, despite weak external demand. Foreign exchange reserves reached USD 30.2 billion at the end of FY 16, around 8 months of prospective import.

Nominal Taka-USD exchange rate remained broadly stable. Lending interest rate was firm with slight upper trend. Due to the exceptional growth, ACI had to adapt to this situation by adding new manpower, increased training and productivity improvement. A substantial increase in marketing expenses and fields force strength were made in order to support the growth. The external environment was stable enough to allow us to focus on good execution of our planned business strategy. ACI took advantage of this period and invested on growth and market share gain. ACI celebrated some noteworthy achievements during

2016-2017. Our pharmaceutical business started ACI Healthcare USA Inc. with a view to develop sales and distribution capability. ACI Biotech became a separate subsidiary, further strengthening our healthcare portfolio. Consumer Brands had started high quality rice processing and sales. Mobile telephones were added to our consumer electronics business under the brand name "Stylus". Agribusiness expanded their portfolio brought in combine harvesters and reapers. Our retail chain Shwapno continued its rapid sales growth, as well as backward linkage development with farmers. Through these and many more achievements, ACI has been able to deliver high quality sustainable growth.

Subsidiary Companies

ACI Formulations Limited

ACI Salt Limited

ACI Pure Flour Limited

ACI Foods Limited

ACI Agrolink Limited

Premiaflex Plastics Limited

ACI Motors Limited

Creative Communication Limited

ACI Logistics Limited

ACI Edible Oils Limited

ACI HealthCare Limited

ACI Chemicals Limited

INFOLYTX Bangladesh Limited

ACI Biotech Limited

Joint Venture Companies

Tetly ACI (Bangladesh) Ltd.

ACI Godrej Agrovet Pvt. Ltd.

Asian Consumer Care Pvt. Ltd.

Associate Companies

Stochastic Logic Ltd.

Assets

Property, plant and equipment

Investments

Intangible assets

Non-current assets

8 7,882,028,036 6,596,603,946 6,540,146,827

9 2,068,658,731 1,902,534,456 1,858,500,465

10 703,033 985,105 322,505

9,951,389,800 8,500,123,507 8,398,969,797

Inventories

Trade receivables

Other receivables

Inter-company receivables

11 4,812,712,892 3,954,270,304 3,949,039,201

12 3,424,250,145 2,249,796,350 1,950,274,156

13 671,756,230 557,976,730 264,994,676

14 5,244,723,445 3,423,518,581 3,013,956,327

Advances, deposits and prepayments

15

Cash and cash equivalents

2,252,581,504 1,801,490,477 1,255,666,334

Current assets

Total assets

16 699,121,707 619,500,180 525,674,020

17,105,145,923 12,606,552,622 10,959,604,714

27,056,535,723 21,106,676,129 19,358,574,511

Equity

Share capital

Share premium

Reserves

Retained earnings

Total equity

Liabilities

Employee benefits

Long term bank loan

Deferred tax liabilities

Non-current liabilities

17

18

19

20

21

22

438,204,010

402,310,367

3,378,793,454

8,773,168,786

12,992,476,617

714,518,731

8,849,819

453,162,012

1,176,530,562

398,367,290

402,310,367

3,280,407,906

7,868,234,438

11,949,320,001

590,798,572

53,115,317

468,670,449

1,112,584,338

398,367,290

402,310,367

3,267,777,314

7,646,699,029

11,715,154,000

547,555,895

42,522,004

505,368,235

1,095,446,134

Bank overdraft

Loans and borrowings

Trade payables

Other payables

Inter-company payables

Current tax liabilities

Current liabilities

Total liabilities

Total equity and liabilities

23

24

25

26

27

28

536,895,307

7,271,860,274

667,713,019

1,756,008,202

1,478,731,674

1,176,320,068

12,887,528,544

14,064,059,106

27,056,535,723

1,112,583,550

2,960,437,984

589,428,656

1,668,071,770

648,506,965

1,065,742,865

8,044,771,790

9,157,356,128

21,106,676,129

622,572,152

2,824,962,899

756,742,199

1,442,310,177

118,788,291

782,598,660

6,547,974,378

7,643,420,512

19,358,574,511

Revenue

Cost of sales

29 18,305,730,559 22,508,056,043 7,941,212,395 14,566,843,648

30 (10,109,829,839) (12,685,263,589)

(4,380,426,988)

(8,304,836,601)

8,195,900,720 9,822,792,454 3,560,785,407 6,262,007,047 Gross profit

Administrative, selling and distribution expenses

Other income

31 (6,671,589,171)

32 66,324,095

(7,670,068,879)

(2,932,028,705)

181,362,534 94,094,936

(4,738,040,174)

87,267,598

Operating profit 1,590,635,644 2,334,086,109 722,851,638 1,611,234,471

Gain from sale of brands 29.2 403,900,000 2,812,902,006 292,900,000 2,520,002,006

Investment impairment provision

Net finance costs

9 (30,000,000) (50,000,000) (20,000,000) (30,000,000)

33 (202,802,570) (115,368,466) (22,382,361) (92,986,105)

Profit before contribution to WPPF

Contribution to WPPF

1,761,733,074 4,981,619,649 973,369,277 4,008,250,372

26.1 (88,086,654) (123,080,882) (48,668,464) (74,412,418)

Profit before tax

Income tax expense

Current tax

34

1,673,646,420 4,858,538,767 924,700,813 3,933,837,954

(456,540,049) (675,516,705) (283,144,205) (392,372,500)

Deferred tax income/(expense)

Profit after tax

26,440,165 (319,832,355) 38,101,185 (357,933,540)

(430,099,884)

1,243,546,536

(995,349,060)

3,863,189,707

(245,043,020)

679,657,793

(750,306,040)

3,183,531,914

Earnings per share 35

Basic earnings per share 28.38 88.23 15.51 72.72

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