Annual Report 2014
Our Mission
ACI's Mission is to enrich the quality of life of the people
through responsible application of knowledge, technology and
skills. ACI is committed to the pursuit of excellence through
world-class products, innovative processes and empowered
employees, to provide the highest level of satisfaction to our
customers.
Our Vision
To realise the Mission, ACI will :
Provide products and services of high and consistent quality,
ensuring value for money to our customers.
Endeavour to attain a position of leadership in each category
of our businesses.
Develop our employees by encouraging empowerment and
rewarding innovation.
Promote an environment for learning and personal growth.
Attain a high level of productivity in all our operations
through effective utilisation of resources and adoption of
appropriate technology.
Promote inclusive growth by encouraging and assisting our
distributors and suppliers in improving efficiency.
Ensure superior return on investment through judicious use
of resources and efficient operations, utilising our core
competencies.
Our Values
Quality
Customer Focus
Innovation
Fairness
Transparency
Continuous Improvement
Annual Report 2014
Page 1
ISO 9001 Quality Management System
ACI in the first company in Bangladesh to have obtained ISO
9001 Certification for Quality Management System across all categories
ACI Quality Policy
One of our important vision is to provide products and services of high and
consistent quality, ensuring value for money to our customers.
To attain the Vision ACI will:
Aim to achieve business excellence by understanding, accepting, meeting and
exceeding customer expectations.
Follow International Standards on Quality Management System to ensure
consistent quality of products and services to achieve customer satisfaction.
ACI will also meet all national and regulatory requirements relating to its
current businesses and ensure that current Good Manufacturing Practice
(cGMP) as recommended by World Health Organisation is followed for its
pharmaceutical operations and conform to all other guidelines and best
practices relating to its other businesses.
Commit itself to quality as the prime consideration in all its business decisions.
All employees of ACI follow documented procedures to ensure compliance with
quality standards.
Develop a pool of human resources of the Company to their full potential
through regular training and participation in seeking continuous improvement
of the Quality Management System.
ISO 14001 Environmental Management System
ACI is the first company in Bangladesh to have obtained
ISO 14001 Certification for Environmental Management System
ACI Environmental Policy
ACI is committed to formulate and conduct all its operations in an environmentally
friendly manner, ensuring continual improvement in the utilisation of resources
and prevention of pollution or degradation of the environment.
In pursuit of this Goal, ACI will:
Comply with all local and national legislations and regulations.
Conserve natural resources like water and energy for sustainable development,
and adopt environmentally safe processes.
Ensure appropriate treatment of all effluents prior to discharge.
Ensure appropriate communication with internal and external interested parties
on environmental issues.
Create awareness on environmental issues among our employees and
contractors.
Ensure waste management in an environmentally responsible manner through
continuous upgradation of technology.
UN Global Compact
The UN Global Compact is a strategic policy initiative for businesses that are
committed to aligning their operations and strategies with the ten universally
accepted principles in the areas of human rights, labour, environment and anticorruption. Since launching in year 2000, the United Nations Global Compact has
been encouraging businesses worldwide to adopt sustainable and socially
responsible policies, and to report on their implementation. At present, with over
12,000 corporate participants and other stakeholders from over 145 countries, it is
the largest voluntary corporate responsibility initiative in the world. Overall, the
Global Compact pursues two complementary objectives:
1.
Mainstream its Ten Principles in business strategy and operations around the
world; and
2.
Catalyze business action in support of broader UN goals with emphasis on
collaboration and collective action.
The Global Compact incorporates a transparency and accountability policy known
as the Communication on Progress (COP). The annual posting of a COP is an
important demonstration of a participant's commitment to the UN Global Compact
and its principles. Participating companies are required to follow this policy, as a
commitment to transparency and disclosure is critical to the success of the
initiative.
Since September 2003, ACI is a proud and active member of The UN Global
Compact. ACI is also a Founding Member of the Community of Global Growth of
Companies, an initiative of World Economic Forum.
World Economic Forum
ACI has been accepted as a Founding
Member of the Community of Global
On the occasion of the Inaugural Annual Meeting of the New Champions,
we are pleased to welcome
Growth Companies by the World
Economic Forum which is the most
prestigious
business
Advanced Chemical Industries Limited
Bangladesh
networking
as a Founding Member of the Community of Global Growth Companies
organisation in the world.
Klous Schwab
Founder and Executive Chairman
8 September 2007
For further information on the Compact, please visit www.unglobalcompact.org
About Cover
The cover reflects the
conglomerate nature of ACI
business profile, covering
the most important sectors
and capturing the value
CSR Activities of ACI in 2014
A brochure titled Sustainability in ACI will be published outlining our vision on
CSR, Sustainability and Stakeholders' interest in the third quarter of the year in
which our CSR initiatives will be discribed in details.
chain and utilising our core
competencies reflecting our
values and linking them to
our mission of improving
the quality of life of the
people.
Contents
Corporate Information
4
5
6
6
7
Corporate Governance
8
10
12
30
38
40
41
Message from the Chairman
Audit Committee Report
Report of the Directors' to the Shareowners
Certificate of Compliance to the Shareholders
Bangla Version of Message from the Chairman
Certificate Of Due Diligence By CEO & CFO
Bangla Version of Report of the Directors' to the Shareowners
Financial Statements of ACI
49
51
52
53
54
55
56
57
58
Auditors' Report
Statement of Financial Position
Statement of Profit or Loss
Statement of Profit or Loss and other Comprehensive Income
Statement of Changes in Equity
Statement of Cash Flows
Consolidated Statement of Financial Position
Consolidated Statement of Profit or Loss
Consolidated Statement of Profit or Loss and other
Comprehensive Income
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
59
60
61
Board of Directors and Executive Management
Notice of the 42nd Annual General Meeting
Year 2014 - at a Glance
ACI Group - Six Years' Comparative Statistics from 2009 - 2014
ACI Limited - Six Years' Comparative Statistics from 2009 - 2014
Report of the Directors and
Audited Financial Statements
of the Subsidiary Companies
118
130
136
142
148
154
160
166
172
176
180
186
192
ACI Formulations Limited
ACI Logistics Limited
ACI Pure Flour Limited
ACI Foods Limited
ACI Salt Limited
ACI Motors Limited
Creative Communication Limited
Premiaflex Plastics Limited
ACI Agrochemicals Limited
Flyban Insecticides Limited
ACI Edible Oils Limited
ACI HealthCare Limited
ACI Chemicals Limited
Additional Information
198
199
Corporate Directory
Proxy Form
ACI Quality Policy and ACI Environmental Policy
Safety, Health and Environment (SHE) Policy
Attendance Slip (enclosed)
Annual Report 2014
Page 3
Corporate Information
Board of Directors
Mr. M. Anis Ud Dowla
Mr. Golam Mainuddin
Mr. Md. Fayekuzzaman
Mrs. Najma Dowla
Chairman
Independent Director
Director
Director
Dr. Arif Dowla
Mr. Waliur Rahman Bhuiyan, OBE
Mr. Abdul-Muyeed Chowdhury
Director
Independent Director
Ms. Shusmita Anis
Mr. Juned Ahmed Choudhury
Ms. Sheema Abed Rahman
Director
Independent Director
Director
Managing Director
Principal Bankers
Executive Management
Mr. M Mohibuz Zaman
Mr. Md Monir Hossain Khan
Chief Operating Officer, Pharmaceuticals
Financial Controller
Dr. F H Ansarey
Mr. Imam Ahmed Istiak
The Hongkong and Shanghai Banking
Corporation Limited
Executive Director, Agribusinesses
Director, Operations, Pharma
Eastern Bank Limited
Mr. Syed Alamgir
Standard Chartered Bank
Commercial Bank of Ceylon Plc
Executive Director, Consumer Brands
Company Secretary
Pubali Bank
Executive Director, Finance & Planning
and Chief Financial Officer
Ms. Sheema Abed Rahman
The City Bank Limited
Auditors
BRAC Bank Limited
Mr. Sabbir Hasan Nasir
Rahman Rahman Huq
Chartered Accountants
Bank Alfalah Limited
Financial Consultant
Dutch Bangla Bank Limited
Mr. Pradip Kar Chowdhury
Executive Director, Logistics
Ms. Sheema Abed Rahman
Director, Corporate Affairs
AB Bank Limited
Mr. M. Sekander Ali
Mr. Priyatosh Datta
Mr. Abdus Sadeque
Head of Risk Management
& Internal Audit
Director, Marketing & Sales, Pharma
Mr. Amitava Saha
Director, Quality Assurance, Pharma
Page 4
Annual Report 2014
Legal Advisor
Barrister Rafique-ul Huq
Huq and Company
Notice of the 42nd Annual General Meeting
Notice is hereby given that the 42nd Annual General Meeting of Advanced Chemical Industries Limited
will be held on Thursday, 11 June 2015 at 10:30 am at Officers Club, 26 Baily Road, Dhaka to transact
the following business:
AGENDA
1. To receive, consider and adopt the Audited Accounts of the Company for the year ended 31
December 2014 together with Reports of the Auditors and the Directors.
2 . To declare dividend for the year ended 31 December 2014.
3 . To elect/re-elect Directors of the Company.
4 . To extend the tenure of Independent Directors, Mr. Abdul-Muyeed Chowdhury and Mr. Juned Ahmed
Choudhury.
5. To re-appoint Dr. Arif Dowla as Managing Director for a term of 5 years from 01.07.2015 to
30.6.2020.
6 . To appoint Auditors for the year 2015 and to fix their remuneration.
By Order of the Board
Dhaka
7 May 2015
Sheema Abed Rahman
Company Secretary
Notes
a.
The Record Date shall be on Wednesday, 13 May 2015.
b.
The Shareowners' names appearing in the Register of Members of the Company or in the
Depository on the Record Date will be eligible to receive the dividend.
c.
The Directors have recommended dividend as follows:
a)
Cash dividend: @100%.
b)
Stock dividend: @15%.
d . A member entitled to attend and vote at the General Meeting may appoint a proxy to attend and
vote on his/her behalf. The Proxy Form, duly completed, must be deposited at the Share Office of
the Company at 9 Motijheel Commercial Area, Dhaka-1000 not later than 48 hours before the time
fixed for the Meeting.
e.
Members are requested to notify the changes of address, if any, well in time. For BO A/C holders,
the same to be notified through their respective Depository Participants.
f.
Admittance to the Meeting venue will be on production of the Attendance Slip that will be sent with
the Notice.
Annual Report 2014
Page 5
Year 2014 - at a Glance
Turnover Contribution by Business Unit
E F
D
C
D E F
C
A
A
B
B
2013
2014
Pharmaceuticals
Consumer Brands
Animal Health
Net Sales Income &
Profit Before Tax (Taka in Million)
2014
2013
47%
29%
14%
47%
31%
12%
D
E
F
Shareowners' Equity
2014
2013
4%
4%
2%
4%
2%
4%
Seeds
Fertilizer
Cropex
Earnings Per Share
(Taka in Million)
(Taka)
51.0
A
B
C
14,000
2013
2014
2009
2010
2011
2012
2013
27.7
26.7
2009
28.8
2014
19.1
2011
19.1
2010
2012
Regular Operation
Profit before tax
27.7
2012
26.7
2011
28.8
2010
Net sales income
30.5
2009
33.7
0
17.3
2,000
6,607
3,241
4,458
4,000
4,767
6,000
5,081
8,000
5,637
10,000
30.5
12,000
2013
2014
One off gain
ACI Group - Six Years' Comparative Statistics from 2009-2014
Particulars
2009
2010
2011
2012
2013
2014
Authorized capital
500
500
500
Issued & paid capital
194
194
197
500
500
500
238
286
Current assets
7,639
7,591
8,486
344
9,927
11,598
12,926
Tangible fixed assets (gross)
4,394
5,255
6,322
7,826
8,819
9,852
Shareowners' equity
3,200
4,328
4,195
3,797
3,792
4,138
12,300
14,498
17,460
21,976
22,167
25,822
3,584
4,140
4,835
5,640
6,598
8,051
Profit before tax
769
471
593
104
560
1,059
Profit after tax
598
216
238
(166)
204
573
1.07
1.05
0.88
0.84
0.84
0.81
Taka in million
Turnover (net)
Gross profit
Current ratio (times)
Quick ratio (times)
0.68
0.60
0.49
0.47
0.45
0.42
18.69
5.00
5.67
(4.37)
5.37
13.86
Inventory turnover (times)
2.95
3.42
3.59
4.00
3.17
3.07
Debtors turnover (times)
6.56
6.42
6.02
6.66
6.20
6.85
Fixed assets turnover (times)
2.99
3.01
3.02
3.11
2.66
2.77
164.91
223.05
212.78
174.79
141.36
124.27
30.82
11.14
10.08
5.94
16.68
Return on equity (%)
Net asset per share (Taka)
Earnings per share (Taka)
Page 6
Annual Report 2014
(5.82)
ACI Limited - Six Years' Comparative Statistics from 2009-2014
Particulars
2009
2010
2011
2012
2013
2014
Authorized capital
500
500
500
500
500
500
Issued & paid capital
194
194
197
238
286
344
Current assets
5,369
5,856
6,955
8,335
9,462
9,927
Tangible fixed assets (gross)
1,830
1,813
2,546
2,975
3,423
4,323
Shareowners' equity
3,241
4,458
4,767
5,081
5,637
6,607
Taka in million
Turnover (net)
7,228
7,915
8,514
9,680
10,684
12,319
Gross profit
2,366
2,821
3,197
3,590
4,258
5,171
Profit before tax
1,108
808
893
737
1,014
1,272
Profit after tax
990
592
681
545
764
951
Dividend
204
237
197
238
301
398
Current ratio (times)
1.13
1.43
1.31
1.17
1.17
1.19
Quick ratio (times)
0.66
1.01
0.98
0.87
0.85
0.83
Return on equity (%)
30.55
13.28
14.29
10.73
13.56
Inventory turnover (times)
2.83
3.08
3.05
3.12
2.74
Debtors turnover (times)
7.61
7.27
7.92
7.99
7.44
8.41
Fixed assets turnover (times)
4.13
4.35
3.91
3.51
3.34
3.18
Net asset per share (Taka)
167.06
229.75
241.98
213.73
197.23
192.09
Market price per share (Taka)
447.10
372.60
206.60
141.20
171.50
389.90
Earnings per share (Taka)
51.00
30.49
28.83
19.11
22.27
27.65
Dividend per share (Taka)
10.50
12.00
10.00
10.00
10.50
11.50
105.00
120.00
100.00
100.00
105.00
115.00
Dividend rate (%)
Dividend payout ratio (%)
14.39
2.59
20.59
39.36
34.69
52.33
47.15
41.59
Price earnings ratio (times)
8.77
12.22
7.17
7.39
7.70
14.10
Dividend yield (%)
2.35
3.22
4.84
7.08
6.12
2.95
3,552
3,378
4,014
4,560
4,955
6,930
Number of employees
Analysis of Turnover (%) of ACI Limited
D
E
A
Cost of Materials
43%
B
Expenses
22%
C
Duties & Taxes Paid to
Government Exchequer
16%
D
Salaries, Wages &
Benefits Paid to Employees
12%
A
C
B
E
Profit
7%
Comparison of Turnover & Costs over Last Year
Taka in million
2014
%
2013
13,801.12
100
12,049.25
100
Cost of Materials
5,957.79
43.17
5,169.74
42.91
Expenses
3,072.84
22.27
2,504.71
20.79
Duties & Taxes paid to Government Exchequer
2,157.69
15.63
2,165.96
17.98
Salaries, Wages & Benefits paid to employees
1,662.08
12.04
1,444.65
11.99
Turnover (Gross)
%
Profit
950.71
6.89
764.19
6.34
Total
13,801.12
100.00
12,049.25
100.00
Annual Report 2014
Page 7
Message from the Chairman
Assalamu Alaikum,
Customer-care is a
deep-rooted value
which requires us to
consistently deliver a
solution by means of a
product or a service.
We have tried to excel
in that aspect
The year 2014 was relatively peaceful and
therefore, the economic activities started to
gather momentum. All sectors in our diversified
business portfolio did fairly well. Some
performances were excellent.
The results we achieved are commendable, thanks
to our employees at all levels. They all worked
hard and long to accomplish their tasks.
Those who provided leadership in the various
businesses were strategic in their decision
making, which has taken most of our businesses
to a higher level of performance, qualitatively as
well as in terms of growth and market share.
We paid a great deal of attention to enhance the
capabilities of our people by encouraging and
assisting them to improve their knowledge and
skills. We are committed to raising the individual
to the highest level of competence that he or she
can attain.
Page 8
Annual Report 2014
I want to assure you that the
value of your investment will
keep on rising at an admirable
rate in the years to come
Customer-care is a deep-rooted value which
requires us to consistently deliver a solution by
means of a product or a service. We have tried to
excel in that aspect.
The senior management of the Company is
encouraging, acknowledging and rewarding
innovation and there is effort for continuous
improvement in our processes and engagements
with the consumers.
The Company is value-driven and there is
conscious implementation of gender-equality. We
are following the Corporate Governance guidelines
meticulously and there is transparency in all our
dealings and decision makings. All processes are
validated through the ISO 9001 Systems of
Quality Management.
We practice our CSR activities with the
consciousness that the spends on that account
increases our stakeholders' equity and utilizes our
core competencies, ensuring that we have
sustainability as the major factor.
Dear Shareowners, let me reiterate that your
Board is conscious of the trust you have on their
ability to guide the Company strategically into a
direction of profitable diversification to capture
the value-addition prospect to the maximum. I
want to assure you that the value of your
investment will keep on rising at an admirable
rate in the years to come. I am thankful to you for
your support.
Allah Hafez.
M. Anis Ud Dowla
Chairman, ACI Group
Annual Report 2014
Page 9
Audit Committee Report
We are pleased to present the report of the Audit Committee of ACI Limited pursuant
to the Corporate Governance Guidelines of Bangladesh Securities and Exchange
Commission (BSEC). This report is a brief on the activities performed by the Audit
Committee and is hereby submitted to the Shareowners for their perusal.
The Board reconstituted the Committee (as per BSEC's guidelines) as follows:
Mr. Golam Mainuddin
Independent Director
Chairman
Ms. Shusmita Anis
Director
Member
Ms. Sheema Abed Rahman
Director
Member
Ms. Sheema Abed Rahman
Company Secretary
Secretary
In ACI Limited assessment and evaluation of the
Internal Control Policy were made to ensure that
the Company employs a sound system of internal
control including financial control. The Committee
in its meetings reviewed among others the
accounting and financial reporting process of the
Company and assisted the Board of Directors in
ensuring that the financial statements reflected
true and fair view of the state-of-affairs of the
company and in ensuring a good monitoring
system within the business.
The Audit Committee is authorized by the Board of
Directors to review any activity within the
business as per its Terms of Reference and
Corporate Governance Guidelines of BSEC. It is
authorized to seek any information it requires
from, and requires the attendance at any of its
meetings of, any Director or member of
management, and all employees are expected to
co-operate with any request made by the
Committee.
The key responsibilities of the Audit Committee
includes:
Review
■
Page 10
Along with the management, the annual
financial statements before submission to the
board for approval.
■
The adequacy of internal audit function.
■
Statement of significant related party
transactions submitted by the management.
■
Management Letters/Letter of Internal Control
weakness issued by statutory auditors.
■
Initial Public Offering (IPO)/Repeat Public
Offering (RPO)/Rights Issue.
Annual Report 2014
Monitor
■
Choice of accounting policies and principles.
■
Internal Control Risk management process.
■
Funds utilized for the purposes other than those
stated in the offer document/prospectus.
Oversee
■
The financial reporting process.
■
Appointment of statutory auditors and their
performance.
The Audit Committee met four times during the
year 2014. The details of attendance of each
member at the Audit Committee meetings are as
follows:
No. of Meeting
Attended
Mr. Golam Mainuddin
Chairman
4
Ms. Shusmita Anis
Member
4
Ms. Sheema Abed Rahman
Member - Secretary
3
The Audit Committee Meeting is attended by Chief
Financial Officer, Head of Risk Management &
Internal Audit as permanent invitees and all the
above Members of the Audit Committee are
appointed by the Board of Directors. From time to
time, the Managing Director also joins the
Meeting.
Summary of Activities 2014
In 2014, the Audit Committee reviewed its Terms
of Reference in line with the requirements of BSEC
notification on Corporate Governance. The
Committee carried out its duties in accordance
with the Terms of Reference of the Audit
Committee.
During the year 2014, the Audit Committee
carried out the following activities:
The Managing Director has to satisfy the Board
adequacy on assigned Business Risk Management
and Internal Control Process. Internal Audit is
dedicated in a pivotal role into Risk Management
Process. As such, Risk Management and Internal
Audit department conducts yearly review focusing
on to the risk indicators, where a detailed risk
map is prepared.
1. Internal Control and Business Risk
management
The Audit Committee and the Managing Director
review this risk map periodically.
The Board has established a process designed to
provide reasonable assurance by the Management
regarding the achievement of objectives relating
to effectiveness and efficiency of operations,
reliability of the information and reporting,
compliance with applicable laws, regulation and
policy, procedures and safeguarding company
assets. The internal control system of the
company has been working through five
components.
To further strengthen the controls, the company
has introduced and consistently comply with the
following international standards and guidelines:■
ISO 9001: 2008 Quality Management System
■
ISO 14001: 2004 Environmental Management
System
■
Adopted Ten Principles of Global Compact, an
initiative taken by the Secretary General of the
United Nations.
Risk
Assessment
Control
Environment
Specify
Objectives Monitoring
Control
Activities
Information
&
Communication
Business Risk Management is an ongoing process
in ACI where strategic business units identify the
risk, recognize risk factors, review and evaluate
risks to the achievement of business objectives.
Sheema Abed Rahman
Secretary, Audit Committee
Company Secretary, ACI Ltd.
2. Internal Audit
Audit activities play an essential and useful role
in the conduct of successful operations. These
activities serve to examine and evaluate financial,
administrative and operational activities of the
company, supplying management personnel at all
levels with information to assist in their control of
the assets and operations and their attainment of
objectives for which they are responsible.
The Internal Audit activity is established to
provide independent, objective assurance and
consulting services designed to add value and
improve the company's operation. It helps the
Business units achieving its objective by bringing
a systematic, disciplined approach to evaluate risk
management, control and governance process. It
performs ongoing evaluations of internal controls,
advises the Audit Committee, management
and the statutory auditors of the result of
their evaluations and makes recommendation
to improve risk management, control and
governance process. A comprehensive internal
audit plan is prepared on a yearly basis and
Internal Audit activity is always conducted with
the highest standards of business ethics, integrity
and honest dealings in all areas and functions
within the Company and with all outside
stakeholders. Internal Audit mainly concentrates
on risk-based audit approach, and that allows
Internal Audit to provide assurance to the Board
that risk management processes are managing
the risks effectively, in relation to the risks
appetite of the Company.
Golam Mainuddin
Chairman
(Independent Director)
Annual Report 2014
Page 11
Report of the Directors' to the Shareowners
ACI Group had a successful year in 2014 with
a revenue growth above 16% over 2013. This
achievement was attained through the combined
effort of our sales and marketing team supported
by services and factories. Most of the businesses
contributed to this growth resulting in a robust and
quality growth for ACI.
The year was much less politically active than
the previous year. Most macroeconomic indicators,
such as, GDP growth, inflation, exchange rate and
foreign exchange reserve were favourable. During
the FY:2013-14, Bangladesh achieved a GDP
growth above 6%. The 12-month average inflation
was 7.3%.
Sustained growth was also prevailed in exports
and remittance inflows that led to the phenomenal
rise in Foreign Exchange Reserve. Export about
30.18 billion US dollars and remittance of 14.22
billion US dollars, and current account surplus of
1.55 billion US dollars in FY:2013-14 resulted into
Forex Reserve around USD 22 billion which was
equivalent to more than six months' import
requirements. This huge reserve kept the Taka
strong and stable in the exchange rate during
2014. On the other hand, the lending rate
decreased throughout the year, mainly due to
lower deposit rates and excess liquidity in the
money market. ACI Group enjoyed the benefits of
positive macroeconomic factors of the year.
Page 12
Annual Report 2014
ACI continued its focus on business process
efficiency, investment in human capital and
improvement of service quality to improve our
businesses. Operational efficiency and productivity
were enhanced through benchmarking and
evaluation as well as setting measurable and
relevant performance indicators. Working capital
management was intensified resulting in improved
inventory and credit management. This was
accompanied by selective investments with strong
returns.
ACI celebrated some noteworthy achievements in
2014. Our pharmaceutical business has developed
a more robust export market. They were also
engaged with leading medical and public health
research organizations to deliver products that
improve hygienic conditions during childbirth.
Consumer Brands has further strengthened its
distribution channel. Agribusiness has performed
well across all their business units. Case
Construction Equipment was added to our sales
and distribution portfolio. Logistics strengthened
Shwapno as a strong service brand as well
as launching a flagship hypermarket in Uttara.
Finance has launched an unsecured and
transferable commercial paper first time in
Bangladesh. Through these and many more
achievements, ACI has been able to deliver high
quality sustainable growth.
Strategic Business
Units and Subsidiaries
Health Care
Consumer Brands
Agribusiness
Logistics
ACI remains committed to providing customers with a broad
range of quality products from its business operations
Annual Report 2014
Page 13
Health Care Division
Our newly launched
product Cerox CV has
become the most
successful new launch
in the industry
according to the IMS
data
The Business has grown by 15% which is significantly
higher than the market growth of 11.4% reported by
IMS. Most of our major brands and therapy areas
have grown satisfactorily. Our brands of chronic
therapy areas, such as cardiovascular, anti-diabetic,
respiratory and Central Nervous System have
demonstrated a very high growth rate. Brands of
acute therapy have also registered a significant
growth.
Our newly launched product Cerox CV has become the
most successful new launch in the industry according
to the IMS data. We have introduced the latest oral
anti-diabetic agents, Sitap and Sitomet. Our Meter
Dose Inhaler portfolio has been enriched through the
introduction of Combair HFA Refill. We have also
introduced ACI ORS which has been highly accepted
by the customers.
ACI Pharma has continued to increase its reach in
export operations. ACI Pharma products have reached
five new destinations - Cameroon, Macau, Solomon
Island, Vanuatu and Samoa. A total of 47 products
have received marketing approvals from drug
regulatory authorities in different countries. ACI
Pharma has participated in number of international
tenders and has been selected for supply. ACI has
been privileged to supply to renowned international
hospitals like King Abdulla University Hospital in the
Middle East.
With our continued commitment to the society and
people of the country ACI Pharma is continuously
Page 14
Annual Report 2014
participating in clinical research projects conducted
by internationally renowned institutions and
organizations. Following are some completed research
projects:
■
Application of '4% Chlorhexidine (Chlorhexidine
Gluconate 7.1%) in the umbilical cord of neonates
in coordination with Save the Children'.
■
'Topical Applications of Chlorhexidine (4%
Chlorhexidine aqua base) to the Umbilical Cord for
Prevention of Umbilical infection: A Hospital Based
Study in Bangladesh' conducted by Bangabandhu
Sheikh Mujib Medical University (BSMMU).
■
'Waterless hand cleansing with Chlorhexidine: A
novel approach to prevent neonatal deaths'
conducted by International Centre for Diarrhoeal
Disease Research, Bangladesh (icddr,b).
With our continued
commitment to the
society and people of the
country ACI Pharma is
continuously
participating in clinical
research projects
Rural Medical Practitioners play a vital role in
delivering healthcare to the people. In order to
improve their knowledge and skills to provide better
healthcare, ACI Pharma and icddr,b, Dhaka had
organized 'Refresher Training of Rural Medical
Practitioners'. A large number of Rural Medical
Practitioners from different areas of the country
participated in this training program which has been
acknowledged in the annual report of icddr,b as an
'Innovative Training Partnership'.
ACI's greatest asset is the human capital - not only
their individual skills, expertise and vision, but also
their inspired personal commitment to the company's
mission of making a difference in improving quality of
healthcare in Bangladesh.
Annual Report 2014
Page 15
Consumer Brands Division
Consumer Brands Division business revenue grew by 5%. The flagship brand ACI
Aerosol retained its market leader position with 86% market share. ACI mosquito
coil maintained its leadership position with 36% market share.
Savlon continued to produce good results by maintaining more than 75%
market share. Savlon Liquid Antiseptic had a growth of 19%. Two new
variants of toilet soap branded as 'Savlon Sports Soap' and 'Savlon Men's
Soap' were introduced with a view to extend the range to new
consumers. The portfolio of Savlon Bar Soap achieved a 27% growth.
Savlon antiseptic bandage was launched with the aim to protect
the wound and accelerate healing under the umbrella brand of
Savlon, consisting of 2 SKU's - Savlon Antiseptic Bandage and
Savlon Kids Bandage.
In the Savlon Handwash category, two new variants 'Irish'
and 'Lavender' were introduced following the success of
another new variant 'Marigold'. Liquid Handwash
recorded a growth of 28%. To cater the growing
needs of institutions, Savlon Handwash launched
a new 5 Litre SKU.
Freedom Sanitary Napkin established itself as
the second largest market share in the category
within short span of time. However, Freedom
Sanitary Napkin has captured the leading position in
modern categories like Ultra-thin, by beating the
international brand 'Stayfree'. Newly introduced Freedom
Pregnancy Test Strip has shown good prospects in the less
known Chinese products dominated market and achieved a
substantial market presence in the first year.
Vanish Quick Action Toilet Cleaner recorded major growth and
was able to capture 14% of the market share.
Angelic Air Freshener further strengthened its leadership position and
enhanced its range by introducing three new enticing variants of
fragrances.
A step was taken to make the mark in Men's grooming category by
introducing four attractive SKUs of body spray by the name of Impact Alive,
Impact Eclipse, Impact Safari and Impact Voyage.
In the kitchen care category, a new brand Septex Anti-Bacterial dishwashing bar
was introduced with the proposition to ensure sparkling, germ-free and clean
kitchen utensils.
In the fabric care category, Smart Washing Powder was launched to cater to the growing
demand for quality fabric care products.
Our International Business, comprising of world renowned brands like Colgate, Nivea, Laser
and Canderel/Equal maintained its steady growth. Colgate rapidly gained market share in the
highly competitive category. Nivea registered a commendable growth of 22%.
Electrical and Electronics
Sparkle was re-launched with a new and attractive
brand logo and pack design thus creating a stir in the
market. National supply chain has been strengthened
and nationwide distribution coverage was developed
by appointing distributors strategically across the
country. New category of lamps and associated
products were launched. As a result of various
business development activities during 2014, ACI
Electrical achieved an excellent growth of 121%.
ACI Electronics has shown signs of improvement
and attained 36% growth. The business introduced
electronics appliances under its own brand 'Sparkle'.
They also opened two new showrooms located in
Uttara and Rokeya Sarani and introduced new range
of high-end Panasonic products in 2014.
Paints
2014 was a year for developing a platform for
the Dulux brand in the Bangladesh market by
building positive relationships with the customers
and understanding their expectations from this
brand. Many improvements were made from this
experience. Dulux was launched in 2013 with a
limited and imported product range. To overcome
this limitation in 2014, Dulux entered into toll
manufacturing agreement with Aqua Paints to
ensure the supply of products like distempers,
interior sealers and putty. At the same time, ACI
Formulations Limited initiated a project for
manufacturing Dulux paints locally.
Salt
ACI Pure Salt delivered excellent result and achieved
16% growth over last year keeping the market
leader position intact. It has also received 'The Best
Brand Award 2014' after an extensive research done
by Millward Brown and Bangladesh Brand Forum.
Beside these acheivements, ACI Pure Salt is
gradually becoming a brand of first choice by the
households all over the country.
The range of multigrain flour products and Rice
bran oil together form the healthy lifesytle brand
called 'Nutrilife', which has been well received by
consumers. The brand was heavily promoted through
the doctors and nutritionists, Joggers' Park campaign
and street shows.
Foods
The business registered 21% revenue growth.
Proper optimization of factory resources, efficient
buying, cost minimization, brand communication
and enhancement of retail coverage helped develop
the business during the year.
Both the brand 'PURE' and 'Fun' performed steadily
in the consumer market due to their unique taste
and high quality. Both the brands successfully
launched some new innovative products in the
market. A nationwide marketing campaign for the
newly launched ACI Pure Stick Noodles was
undertaken for the development of the brand. The
export volume and number of destinations for ACI
Foods rose significantly in 2014. The company
exported to 18 countries and the growth of export
revenue was 82%. The business is poised for higher
growth in the coming years.
Edible Oil
ACI Nutrilife Rice Bran Oil has become a beacon of
health for the conscious people of Bangladesh. ACI
Nutrilife Rice Bran Oil has been gaining enormous
popularity since its launch and grew by 196% over
last year.
Rice Bran Oil is produced from rice bran and is the
most balanced and versatile edible oil in the market,
and a rich source of Vitamin E. Its high smoke point
requires less oil usage in cooking. Innovative,
unconventional, niche marketing campaigns were
undertaken in order to increase brand awareness.
This product has tremendous potential for growth
and taking bigger share in the Bangladesh edible
oil market.
Flour
In spite of the increased competition and volatility
of the flour market, ACI Pure Flour Limited is
maintaining a steady performance. The business ran
marketing campaigns round the year. The company
continued to utilize its 100% capacity for the
consecutive years since its inception and increased
penetration further in the consumer packs.
Annual Report 2014
Page 17
Agribusinesses Division
Crop Care and Public Health
ACI Fertilizer has
conducted huge
promotional program
partnering with
government and
non-government
organizations
ensuring demand for
micro-nutrients
among farmers
In 2014 ACI Formulations Limited (ACI FL) had an outstanding
achievement with commendable growth of 24% over previous year.
Each separate portfolio (Herbicide, Fungicide, Insecticide) had a
significant growth. The weather condition was favorable for farmers
and there was less infestation. Some of the reasons for good
performance were aggressive marketing strategy, tight credit policy,
inventory control and promotional activities.
In Crop Care business we achieved 34% growth over last year. Under
Herbicide category, we have done well and in Fungicide also we
achieved excellent growth. Insecticide market is stagnant, yet we
achieved some growth. We have registered some additional products
for export which will yield results in 2015.
ACI FL is focused on creating value for our customers, providing high
quality product portfolio, adhering to the concept of sustainable
development. We take our social responsibility very seriously.
Occupational health, safety and environmental protection are always
our top priority. We aspire to achieve even better results. We are
developing our business strategies accordingly.
Fertilizer
ACI Fertilizer has been able to provide incredible contribution in
maintaining their leadership position in micro-nutrient market with
30% growth over last year. They are focusing on expanding capacity
in production, distribution and marketing of organic fertilizers, and
promoting its benefit.
The business has launched Trichoderma based organic fertilizer which
will act as bio-control agent and stimulate plant growth. It has also
introduced crop specific foliar fertilizers, and developing polymerized
balanced fertilizers for longer duration in the field.
ACI Fertilizer has conducted huge promotional program partnering
with government and non - government organizations ensuring
demand for micro-nutrients among farmers. ACI Fertilizer generated
their revenue stream mainly in rice, vegetable and potato market as
well as through institutional sales to BADC and Directorate of
Agriculture Extension projects - IAPP and BARI.
ACI Fertilizer aims to maintain their leadership through strong
distribution network, approaching modern geo marketing and
building their ability to produce and market superior quality
fertilizers.
Seed
2014 has been a remarkable year for ACI Seed with 21% growth
over previous year, with a significant growth in Vegetable Seed
(38%), and Inbreed Rice Seed (35%).
ACI R&D developed fifteen new varieties and commercialized seven
new varieties of vegetables. It has also developed indigenous potato
with 30 metric tonnes per hectare yield, and can be stored up to
three months in the farmer's house. ACI Seed has successfully
introduced new varieties through extensive promotional activities,
enhanced field force training, and higher number of distribution
channel. Strong brand visibility and demonstrations with extensive
support from Agriculture Extension Service and Developing Partners
were critical enablers. ACI Seed penetrated the jute seed market
effectively with the new variety of Deshi Pat-CVL-1 which is used both
as vegetable and as fibre.
The Business incorporated a new seed processing center in Jessore
with both controlled and ambient condition warehousing facilities
to support its accelerated growth. ACI Seed partnered with IRRI to
explore high yield rice seeds. Another partnership was with Swedish
International Development Cooperation to promote climate resilient
agriculture amongst marginal farmers in coastal districts.
ACI Seed partnered
with IRRI to explore
high yield rice seeds.
Another partnership
was with Swedish
International
Development
Cooperation to
promote climate
resilient agriculture
amongst marginal
farmers in coastal
districts
ACI Seed is utilizing their large trade network as well as partnership
with major local and international NGOs to distribute their high
quality seeds in remote areas of the country.
Cropex
ACI Cropex has performed better in attaining a substantial growth of
8% over previous year. The business has initiated the supply of fresh
vegetables and fish along with the export of Agri-commodities.
A joint stock operation has been started with internationally
recognized Japanese organization Mitsui, a partnership to explore
new diversified market and products. Through this collaboration ACI
Cropex has started importing Soya extraction for animal feed
industries.
Annual Report 2014
Page 19
Motors
ACI Motors has performed well with a sales growth
of 25% over last year. ACI Motors focused on most
efficient after sales service for the customers and
extended its reach by penetrating potential markets.
ACI Motors ensured their trust and visibility through
intense promotional campaigns aligned with seasonal
variety. In 2014, ACI Motors was recognized with the
ISO 9001:2008 certification for Quality Management
System.
Page 20
will allow the business to increase its market share
and brand visibility among diversified stakeholders.
Animal Health
ACI Animal Health had an outstanding achievement
in 2014 with a significant growth of 31% over the
last year. One of the most remarkable achievements
of this business was the launching of electronic
mastitis detector to support farmers in identifying
ACI-R24 Power Tiller ensures deeper and wider
ploughing for farmer's field to break the plough pan,
has demonstrated high potential for growth. There
was also significant contribution from the reaper and
cultivation tractor. ACI Motors has also experienced
good response from market with collapsible grain
dryer, cocoon, and flat-bed dryer. They have opened
five new dealer showrooms and three new service
centers for higher market penetration and customer
satisfaction.
disease for improving milk production and ensuring
ACI Motors entered into a dealership agreement with
CASE Construction Equipment, a world leading
construction equipment manufacturer, which will
enable ACI Motors to act as both agent and dealer
of CASE construction machineries; which is a major
intervention in terms of future prospect for
infrastructure development services. The major
clients of this business are corporate clients,
government and non-government authorities which
ensuring better bird environment and health.
Annual Report 2014
safe milk.
Animal Health launched GSL Artemia along with
some pro-biotic and shrimp fry feed products for
marine fisheries. Animal Health had launched 46
new products in 2014 among which 15 products
were introduced for the first time in Bangladesh.
Products with advanced technology like super-biotic
has also been launched for poultry industry for
ACI Animal Health became the sole agent of Tanin
Sevnica, European Union Company to distribute
their Animal Care products in Bangladesh. ACI
Animal Health organized massive training to farmers
for better utilization of technology and tools with a
view to taking a leadership role in transforming the
industry.
Logistics
Shwapno has achieved a revenue growth of 25% along with footfall growth of 21%. The basket size has
grown along with an increased range of products offerings. Shwapno network has further extended with
new stores and dealers.
Shwapno has developed a sizable dealer network outside Dhaka where non perishables are sold. This
signifies Shwapno's increased acceptance and popularity. Shwapno has also launched a hypermarket in
Uttara that can be referred to as one of our flagship outlets. It is a multi-floor market with a diverse
range of products including electronics, home decor and furniture, clothing, and a multi-vendor food
court. In addition, Shwapno has launched several new outlets across Dhaka.
There has been significant work done to improve supply chain efficiency and backward linkage which
resulted in higher gross margin compared to the previous year. Product availability and range of offering
of local and international products in the outlets have improved significantly. Convenient merchandising
has further helped our customers to navigate through the store and fully experience the choice and
decision making power that Shwapno unveils for them.
Shwapno's quality perception continued to improve resulting in higher customer satisfaction and
increased market share. From internal quality audit teams to customer usable in-store formalin testers,
our values of transparency and quality are fully embodied in Shwapno. In addition, customer interactions
are being monitored and evaluated by our staff, who are pushing the boundaries to provide a truly five
star experience.
The loyalty of the customers has become an important asset for Shwapno. The people of Shwapno were
excited to see the relationship develop to this unprecedented level. The business is poised for significant
growth in the coming years and hopes to delight and surprise its customers in new ways.
Subsidiaries and Associated Companies
Separate reports on each of the subsidiaries, along
with their accounts are provided later in this report.
ACI Formulations Ltd.
ACI Formulations Ltd., a Public Listed Company has
provided its own report for its shareowners.
Premiaflex Plastics Limited
In 2014 Premiaflex Plastics Limited had a growth
of 14% over the previous year. They have a number
of multinational as well as major local FMCG
companies in their customer list. The growth was
driven by increased production capacity, and
penetration of new markets.
They have been able to manufacture raw materials
such as MPET, MCPP by introducing Metalized Coating
Technology, which eventually helped them to explore
new markets. Premiaflex has initiated advanced
quality control laboratory for the first time in
Bangladesh.
The business has already been recognized with the
ISO 9001:2008 and HACCP certification and is also
working for the recognition of FSSC 22000 assuring
quality services in the transformation of the
packaging industry. Premiaflex Plastics has built a
reputation for superior customer service which has
resulted in getting the most selective clients.
ACI Godrej Agrovet Private Limited
ACI-Godrej Agrovet Pvt. Ltd is a (50:50) Jointventure company of ACI Ltd and Godrej Agrovet Pvt.
Ltd, India. Despite of market disturbance in last year
the company has achieved total turnover of BDT
4,870 Million last year.
With increase in per capita consumption of broiler
meat and eggs, the poultry industry is expected to
grow 20% annually over next 5 years as per world
poultry science association, Bangladesh Chapter. The
overall cultured fish production in Bangladesh is also
growing by 10% annually and farmers are shifting to
floating fish feed due to positive economic benefit.
Similarly the dairy feed industry is also growing
significantly with the growth of dairy industry.
The company is also putting up a state-of-the-art
green field floating fish feed project with an annual
production capacity of 122 thousands MT at Rajshahi
which will be operative by June 2015.
Tetley ACI (Bangladesh) Ltd.
The year 2014 was very challenging for tea
marketers due to unstable prices. This volatility in
the tea market was primarily a result of the various
changes in the import duty structure and rapidly
decreasing tea prices at the auctions during the last
two years. This led us to periodically reduce our
selling price, impacting overall brand realization and
turnover.
However, we were able to maintain our sales
volume, at the same time take corrective measures
to improve our buying efficiency. This ensured
significant improvement in our gross margins as the
year progressed. The improvement in margins is
what allowed us to continue investing behind the
brand building activities, in the highly competitive
market of Bangladesh.
Asian Consumer Care Pvt. Ltd.
The company had a revenue growth of 12%. They
have commenced commercial production from the
newly set up plant at Dhamrai on the outskirts of
Dhaka while successfully closing down operations
from two facilities existing at Narayanganj and
Manikganj. The Plant has commissioned facilities
to manufacture range of Hair Oils, Shampoos,
Toothpastes, Dabur Honey and Odonil under the trade
mark of 'Dabur'. The company expects business
performance to improve in coming financial year.
Financial Results - ACI Limited
In the year 2014, ACI Limited registered a 15.30 percent growth in revenue from
its own operation compared to 2013. Total revenue has increased to Taka 12,319
million in 2014 from Taka 10,684 million in 2013 with a net increase of Taka 1,635
million. Higher sales volume aided by favorable product mixes, lower material cost
and selected product price increases has contributed to increase in Gross profit by
Taka 913 million or 21.45 percent over last year. Profit after tax has increased to
Tk. 951 million from Tk. 764 million of 2013 resulting into 24.41 percent growth
over 2013 due mainly to higher gross profit, containment of fixed expenses and
lower growth in financing cost by enjoying better interest rate on bank borrowings.
The basic earnings per share (BEPS) of the company was Tk. 27.65 in 2014 (Tk.
22.27 in 2013) representing a favourable growth of 24.16 percent over last year.
The diluted earnings per share (DEPS) of the company was Tk. 27.47 in 2014 (Tk.
22.18 in 2013). The diluted earnings per share originated due to the existence of
dilutive potential ordinary shares in the balance sheet to be required to issue in
case the bondholders of ACI 20% Convertible Zero Coupon Bonds exercise their
convertibility option in the respective redemption dates.
Gross Profit Margin
32.73%
35.64%
37.54%
Considering the financial results of the company during the year and free reserve
carried over and in line with following a consistent dividend policy, the Directors
recommended appropriation of net profit as follows:
2014
Taka
3,711,714,997
950,713,609
1,595,289
197,510,510
4,861,534,405
39.85%
40.98%
5.63%
7.15%
7.72%
2012
2013
2014
37.09%
Profit After Tax Margin
13.70%
2009
7.48%
8.00%
2010
2011
Turnover
(Taka in billion)
Appropriation of profit
Un-appropriated profit from the previous year
Add: Net profit after tax for the year
Add: Realization of revaluation reserve
Add: Gain on amalgamation
Total available for appropriation
Margins 2009-2014
Profit after tax
(Taka in billion)
0.95
12.32
0.76
10.68
2013
Taka
3,246,317,615
764,187,906
2,158,044
4,012,663,565
2013
2014
2013
2014
Appropriation proposed:
Proposed dividend:
Cash dividend
Stock dividend
Total dividend
Balance carried forward
Annual retained earnings
(Taka in Million)
346,406,340
51,960,950
398,367,290
4,463,167,115
243,625,031
57,323,537
300,948,568
3,711,714,997
553
464
448
307
With the balance carried forward in this year and with future ploughing back of the
profit, Directors are confident that company will be able to maintain prudent
dividend policy in years to come.
Dividend
The Board of Directors is pleased to recommend dividend @ 115% which include
Tk. 10.00 per share (100%) as cash dividend and 15% as stock dividend for the
year 2014 to those shareowners whose names will appear in the Share Register of
Members of the Company or in the Depository list of CDBL on the Record Date
which is Wednesday, 13 May 2015.
2011
2012
2013
2014
Dividend
(Taka in Million)
Contribution to the National Exchequer
398
During 2014, the company contributed Tk. 2.16 billion to the National Exchequer in
the form of corporate tax, custom duty and Value Added Tax (VAT). This is
equivalent to 17.52 percent of the Company's net sales revenue for the year 2014.
301
238
Cost of Goods Sold and Profit Margins
In the year 2014, though revenue has been increased by 15.30 percent but COGS
has been increased by 11.23 percent only. This has been achieved mainly for lower
material cost and stable exchange rate. This along with favorable product mixes
and selected product price increases, we have been able to generate additional
Gross Profit of Taka 913 million which is almost 21.45 percent higher than last
year. However, with reasonable growth in operating expenses and comparatively
lower growth in financing cost, the company registered higher PAT growth by 24.41
percent compared to last year.
197
2011
2012
2013
Annual Report 2014
2014
Page 23
Financial Results - ACI Group
In 2014, consolidated turnover has reached to Tk. 25.82 billion from Tk. 22.17 billion of 2013, a rise of
Tk. 3,655 million or 16.49 percent over last year. On the other hand, the cost of sales has increased by 14.14
percent against 16.49 percent growth of turnover. Gross profit has shown a significant positive growth of
22.03 percent mainly on account of improved product mix, lower material cost, stable exchange rate and
selective product price increases. The operating profit resultantly was significantly higher (28.90 percent) than
the comparative period. The group PAT registered 181.54 percent growth over last year due mainly to
generation of higher gross profit, increase in share of profit from Joint Ventures & Associates, containment of
financing cost by enjoying better rate of interest etc. The consolidated basic earnings per share in 2014 was
Tk. 16.68 in comparison to last year's Tk. 5.94 resulting into 180.81 percent growth over previous year.
Directors Declaration as to Statutory Information
In connection with preparation and presentation of the financial statements, the Directors also report that:
■
■
Segment-wise performance has been shown in note-6 (ii) of the financial statements.
The Company is aware of the different risks associated with doing business and is prepared to counter
those risks through systematic approach. Financial risks management has been disclosed in the Note-31
of the Financial Statements.
■
No extra-ordinary gain or loss exists during the year as prescribed by the Bangladesh Financial Reporting
Standards (BFRSs).
■
All transactions with related parties are made on a commercial basis and the basis was the principle of
'Arms Length Transaction'. Details of related party transactions are disclosed in the Note-36 of the
Financial Statement.
■
No IPO or Right issue was made during the year.
■
No significant variance occurs between Quarterly Financial Performance and Annual Financial Statement.
■
During the year, Company has paid a total of Taka 20,250 as Board meeting attendance fees. The
remuneration of Directors has been mentioned in Note-26 and 36 (a) (ii) of the Financial Statements.
■
The financial statements prepared by the management of the Company present a true and fair view of
Company's state of affairs, result of its operation and changes in equity and cash flows.
■
■
Proper books of account of the Company have been maintained.
Appropriate accounting policies have been consistently followed in formulating the Financial Statements
and Accounting estimates are reasonable and accurate.
■
Bangladesh Accounting Standards (BASs) and Bangladesh Financial Reporting Standards (BFRSs) have
been followed in preparation of the financial statements.
■
All significant variations in operating results from the previous year have been highlighted and reasons
thereof have been explained.
■
The key financial and operating data for last six years is disclosed at year 2014-at a Glance.
■
The Company has recommended dividend for the year 2014.
■
During 2014 a total of four Board meetings were held, which conform the regulatory requirements which
are shown in Annexure-I.
Page 24
Annual Report 2014
■
Shareholding pattern of the Company as on 31 December 2014 are shown in Annexure-II.
■
The profiles of directors who have sought for appointment/re-appointment are shown in Annexure-IV.
■
The CEO and CFO has certified to the Board that they have reviewed the Financial Statements and believe
that these statements do not contain any material untrue statements or omit any material fact or certain
statements that might be misleading.
■
The CEO and CFO further confirm that Financial Statements together present a true and fair view of the
Company's affairs and are in compliance with applicable laws.
■
The CEO and CFO have further certified to the Board that there are, to the best of their knowledge and
belief, no transactions entered into by the company during the year which are fraudulent, illegal or
violation of the Company's code of conduct.
Composition of the Board
Functioning of the Board
The Board consists of 10 members drawn from
amongst the major shareowners and business
professionals. Mr. M. Anis Ud Dowla is the Chairman
of the Board and Dr. Arif Dowla is the Managing
Director. There are three Independent Directors on
the Board.
The number of Board Meetings held in 2014 was four.
The Board gets a thorough review of the performance
of the Company through a PowerPoint presentation by
the Managing Director. All pertinent matters are
discussed in details and decisions are taken. The Chief
Financial Officer presents the Profit & Loss position
and Cash Flow Statement. There is a procedure which
allows for Resolution by Circulation to be adopted by
the Directors present in Bangladesh, which takes care
of any urgent matter requiring Board decision without
having to call a meeting.
Role of the Board
The Board is the highest level of authority of
the Company to oversee its operations through
appropriate delegation, reporting, monitoring and
control.
Responsibility of the Board
Management through People
The Directors hold the ultimate responsibility of
conducting the activities of the Company in
accordance with the law and in the interest of its
shareowners and other stakeholders, keeping in view
the long-term interest of the Company.
The Board has delegated adequate operational and
financial authority to the Managing Director which
empowers him to set up the organizational structure,
recruit appropriate people, empower them to manage
the Strategic Business Units and functional areas and
Annual Report 2014
Page 25
provide them guidance for achievements of the
desired results.
The Board is kept informed of the goals and targets
of the Business Units and apprised of the financial
performance on a quarterly basis.
The Managing Director manages the affairs of
the Group through close consultation with relevant
people from within the Company and outside
experts.
Empowerment of People
The Board has given clear guidelines to the Managing
Director to ensure that there is appropriate
delegation of authority and clear statement of
accountability of the management staff all the way
down to the Supervisory level and that performance
of the individual is judged on the basis of clearly set
measurable goals and through objective assessment
of their achievements.
Reporting and Communication
The Managing Director reviews and approves the
strategic plans of each Business Unit every quarter.
He also reviews monthly report and commentary on
the sales and financial performance of the business
from the heads of businesses and the activities of the
functional and service heads. An elaborate MIS
system is in place.
Communication with Shareowners
The Company holds the Annual General Meeting
regularly in time. The Directors attending the Annual
General Meeting note the views, expectations and
suggestions of the shareowners and institutional
stakeholders offered at the AGM and consider them
with utmost seriousness. The Managing Director also
brings to the notice of the Board any written
communication received by him from the
shareowners.
Page 26
Annual Report 2014
Election of Directors
By operation of Article 120 of the Company's Articles
of Association Mr. M. Anis Ud Dowla and Ms. Sheema
Abed Rahman retire by rotation and being eligible,
offer themselves for re-election.
Independent Director
The Board in its meeting held on Wednesday, 29 April
2015 has extended the tenure of Mr. Abdul-Muyeed
Chowdhury and Mr. Juned Ahmed Choudhury as
Independent Directors of the Company for three
years with effect from 28-May-2015 in terms of the
provision of BSEC guidelines.
Brief resume and other information of the above
mentioned Directors as per clause 1.5 (xxii) of SEC
Notification dated August 07, 2012 are depicted in
Annexure-IV.
Audit Committee
Following the Guidelines of Bangladesh Securities
and Exchange Commission, the Board has
constituted an Audit Committee for the Company
which is mentioned in the Compliance Report
enclosed herewith. The Committee comprises of
Mr. Golam Mainuddin, Ms. Shusmita Anis and
Ms. Sheema Abed Rahman. Mr. Golam Mainuddin is
an Independent Director and also the Chairman of
the Audit Committee.
The Audit Committee met four times during the
year 2014. The Company Secretary functioned as
Secretary of the Committee. The main performances
of the Audit Committee during the year were as
follows:
1.
Review and appraisal of the performance of
internal control system.
2.
Review of the risks associated with the
Company's operation including mitigation and
awareness plan.
3.
Overseeing hiring and performance of external
auditors.
4.
5.
Ensuring high quality of Company's financial
reporting process.
Review of the operation as required under the
Guidelines of Bangladesh Securities and
Exchange Commission.
Going Concern
The Board, through appropriate enquiries and
analyses, ensures that the resources are adequate to
support the operation and that sufficient business
opportunities exist to qualify the organisation as a
going concern and the Directors analyse the financial
statements to ensure that. Accordingly, Financial
Statements are prepared on a going concern basis.
Internal Control
The Managing Director has to satisfy the Board that
adequate internal checks and controls are in place
through appropriate MIS and employment of Internal
Audit team to check and validate the expenses and
the systems in operation. To further strengthen
the controls, the Company has introduced ISO
9001:2008 Quality Management System, the first
Company in Bangladesh to do so under which all
activities are carried out on the basis of Standard
Operating Procedures. These standard procedures
are updated on a regular basis in line with ISO
requirements. The Company has also introduced ISO
14001:2004 Environmental Management System,
the first Company in Bangladesh to do so and as
a result has undertaken a task of continuing
improvement through annual goals. Internal Audit
department has been strengthened with induction of
qualified and experienced personnel, demonstrating
the Board's commitment to ensure that adequate
risk management and internal control systems are in
place across the Company. In addition, the Company
has adopted the Ten Principles of Global Compact, an
initiative taken by the Secretary General of the
United Nations and adopted world-wide by big and
progressive companies.
Corporate Social Responsibility (CSR)
CSR is a central function of ACI Group and the
projects and programs under CSR are selected on
the basis of their relevance to the business of the
Group. A separate brochure on all the projects under
CSR of the ACI Group will be published and our
shareowners will receive accordingly. We are
conscious of our responsibility to manage a
sustainable business organization which require a
strong team to manage CSR.
Corporate
statement
Governance
compliance
The Directors of ACI are committed to meeting the
highest standards of corporate governance and
disclosure. The Directors are conscious of their
responsibilities in supervision and direction of
the affairs of the Company in conformity with
the practices of sound corporate governance. In
fulfillment of those responsibilities the Directors have
set for themselves the principles that will be followed
in their own involvement in the oversight function
and in setting up clear guidelines for the executive
management.
We confirm herewith that the Company has
meanwhile complied with all the necessary guidelines
under BSEC Notification No. SEC/CMRRCD/2006158/134/Admin/44 dated 7 August 2012. The
compliance report along with the necessary
remarks/disclosure is appended in Annexure-III of
the Directors' Report for the year 2014 in
continuation pages of the Compliance Certificate
provided by Al-Muqtadir Associates, Chartered
Secretaries.
Auditors
Our Auditor Messrs Rahman Rahman Huq, Chartered
Accountants has sought re-appointment for the
year 2015 and the Directors recommend their
re-appointment.
Annual Report 2014
Page 27
The People of ACI
ACI gives the highest level of importance to the
development of its people. Special emphasis was
given to developing our marketing and sales staff to
adopt new innovative approaches toward excellence
in their area. Our HR department enhanced their
level of engagement with the people. Training for
middle and senior management has increased both
in quantity and in the variety of offerings. We want
to strengthen the area of human capital
development further.
We tried to bring the people with similar roles closer
together and share experiences across business
units. We also encouraged greater engagement
between the services, businesses and factories
through improved communication and feedback and
develop a greater sense of ownership to the
common end result of improved performance. A
stronger focus on operational key performance
indicators led to greater visibility of the processes.
This required IT based training across selected
groups of people.
We have had numerous gatherings among factories,
field force, services and businesses to reinforce our
company values of transparency, fairness, quality,
customer focus, continuous improvement and
innovation. During these gatherings we try to create
this common culture throughout the diversity of our
businesses. The external adversity that we faced
through political and social agitation only brought
us together, and made us stronger. Alongside our
internal development, we reached out to the
communities we impact through CSR and
sustainability, where we harmonize with the
external environment through various activities, for
which a separate report will be given.
We thank the partners of ACI, shareowners,
suppliers, customers, bankers, media and all other
well wishers for their support and patronage to
bring us to this level. We value their continued
support to fulfill our mission to improve the lives
of people.
Finally, and most importantly, I thank the
employees of ACI in factories, depots, offices
and other locations across the country, for their
untiring efforts. They have worked hard, against
uncertainties and adversity, built a stronger
organization that can create a greater positive
impact on the quality of life of people.
On behalf of the Board
Dr. Arif Dowla
Managing Director
Waliur Rahman Bhuiyan, OBE
Director
Annexure - I
Number of Board Meetings held and Attendance by the Directors
During the year four Board Meetings were held and the attendance by each Director was as follows:
Name
No. of Meeting Attended
Mr. M. Anis Ud Dowla
4
Dr. Arif Dowla
4
Mr. Waliur Rahman Bhuiyan,OBE
4
Mr. Golam Mainuddin
4
Mr. Md. Fayekuzzaman
4
Mrs. Najma Dowla
4
Ms. Shusmita Anis
4
Mr. Abdul-Muyeed Chowdhury
3
Mr. Juned Ahmed Choudhury
4
Ms. Sheema Abed Rahman
4
Annexure - II
Pattern of Shareholding
As per SEC guideline condition no-1.5 (xxi), the pattern of share holding status as on 31 December
2014 is given below:
1.5 (xxi) (a) Held by Parent / Subsidiary / Associates and other related parties: N/A
1.5 (xxi) (b) Held by Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer,
Head of Internal Audit and their spouses and minor children etc.:
Name
Position
Mr. M. Anis Ud Dowla
Chairman
No. of Shares
6,323,692
Dr. Arif Dowla
Managing Director
1,247,930
Mrs. Najma Dowla
Director
957,766
Ms. Shusmita Anis
Director
347,928
Ms. Sheema Abed Rahman
Director
17,107
Mr. Md. Fayekuzzaman
Director (Nominee of ICB)
Mr. Waliur Rahman Bhuiyan, OBE
Director
Nil
Mr. Juned Ahmed Choudhury
Independent Director
Nil
Mr. Abdul-Muyeed Chowdhury
Independent Director
Nil
Mr. Golam Mainuddin
Independent Director
Nil
Mr. Pradip Kar Chowdhury
Chief Financial Officer
Nil
Mr. Amitava Saha
Head of Risk Management and
Internal Audit
Nil
Nil
1.5 (xxi) (c) Held by Executives
Name
Position
Ms. Sheema Abed Rahman
Company Secretary
No. of Shares
Name
Position
% of Shares
Mr. M. Anis Ud Dowla
Chairman
18.39
17,107
Annual Report 2014
Page 29
Annexure-III
Chartered Secretaries & Consultants
Business Office :
Block : F, Rania Avenue
Apurba Gardenia
House # 503, (5th floor)
Bashundhara R/A, Dhaka - 1229
Bangladesh
Phones : 01730 340 340
01552 108 522
e-mails : akamuqtadir@gmail.com
muqtadir@muqtadirbd.com
URL
www.muqtadirbd.com
VAT Reg: 19041063900
Certificate of Compliance to the Shareholders of
Advanced Chemical Industries Limited
(As required under the BSEC Corporate Governance Guidelines)
We have examined compliance to the BSEC guidelines on Corporate Governance by
Advanced Chemical Industries Limited (ACI) for the year ended 31st December
2014. These guidelines relate to the Notification no. SEC/CMRRCD/2006158/134/Admin/44 dated 7th August 2012 of Bangladesh Securities and Exchange
Commission (BSEC) on Corporate Governance.
Such compliance to the codes of Corporate Governance is the responsibility of the
Company. Our examination was limited to the procedures and implementation thereof
as adopted by the Management in ensuring compliance to the conditions of Corporate
Governance. This is a scrutiny and verification only and not an expression of opinion
or audit on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations
provided to us, we certify that, subject to the remarks and observations as reported in
the attached Compliance Statement, the Company has complied with the conditions of
Corporate Governance as stipulated in the above mentioned guidelines issued by
BSEC.
We also state that such compliance is neither an assurance as to the future viability of
the Company nor a certification on the efficiency or effectiveness with which the
Management has conducted the affairs of the Company. This is also no endorsement
about quality of contents in the Annual Report of the Company.
Dhaka, April 29, 2015
Page 30
Annual Report 2014
Chartered Secretaries & Consultants
Advanced Chemical Industries Limited
For the year ended 31 December 2014
Status of Compliance with the Corporate Governance Guidelines (CGG)
Status of the compliance with the conditions imposed by the Notification No. SEC/CMRRCD/2006-158/134/Admin/44 dated 07 August 2012
of the Bangladesh Securities and Exchange Commission (BSEC) issued under section 2CC of the Securities and Exchange Ordinance 1969:
(Report under Condition No. 7.00)
Condition
No.
Title
1
Board of Directors
1.1
Board’s Size
Compliance Status
as on
31 December 2014
Complied
The number of the Board members of the Company shall not be less
Remarks
"Board consists of 10 (ten)
members"
than 5 (five) and more than 20 (twenty).
1.2
Independent Directors
1.2(i)
At least one fifth (1/5) of the total number of directors in the
Complied
Company’s Board shall be Independent Directors.
1.2(ii)(a)
Who either does not hold share in the company or holds less than
Independent Directors
Complied
one (1%) shares of the total paid up shares of the company;
1.2(ii)(b)
Who is not sponsor of the Company and is not connected with any
Board consists of 3 (three)
"Required declarations given
by the concerned Directors"
Complied
Do
Complied
Do
sponsor or director or shareholder who holds one percent or more
shares of the Company;
1.2(ii)(c)
Who does not have any other relationship, whether pecuniary or
otherwise, with the company or its subsidiary/associated companies;
1.2(ii)(d)
Who is not a member, director or officer of any stock exchange;
Complied
Do
1.2(ii)(e)
Who is not a shareholder, director or officer of any member of stock
Complied
Do
Complied
Do
Complied
Do
Complied
Do
Complied
Do
exchange or an intermediary of the capital market;
1.2(ii)(f )
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;
1.2(ii)(g)
Who shall not be an independent director in more than 3 (three)
listed companies;
1.2(ii)(h)
Who has not been convicted by a court of competent jurisdiction as a
defaulter in payment of any loan to a bank or a Non-Bank Financial
Institution (NBFI);
1.2(ii)(i)
Who has not been convicted for a criminal offence involving moral
turpitude.
1.2(iii)
Independent Director(s) shall be appointed by the Board of
Complied
"Duly approved in AGM"
Complied
No vacancy occurred
Directors and approved by the shareholders in the Annual General
Meeting (AGM).
1.2(iv)
The post of independent director(s) cannot remain vacant for more
than 90 (ninety) days.
1.2(v)
The Board shall lay down a code of conduct of all Board members and
Complied
annual compliance of the code to be recorded.
Code of Conduct has laid
down to which the Board
members are obliged to
comply with.
1.2(vi)
The tenure of office of an independent director shall be for a period
of 3 (three) years, which may be extended for 1 (one) term only.
Complied
"The IDs are in their
regular term of office"
Contd.
Annual Report 2014
Page 31
Condition
No.
Page 32
Title
Compliance Status
as on
31 December 2014
Remarks
1.3
Qualification of Independent Director (ID)
1.3(i)
Independent Director shall be a knowledgeable individual with
integrity who is able to ensure compliance with financial, regulatory
and corporate laws and can make meaningful contribution to business.
Complied
1.3(ii)
The person should be a Business Leader / Corporate Leader /
Bureaucrat / University Teacher with Economics or Business Studies
or Law background / Professionals like Chartered Accountants, Cost &
Management Accountants, Chartered Secretaries. The independent
director must have at least 12 (twelve) years of corporate
management / professional experiences.
Complied
1.3(iii)
In special cases the above qualifications may be relaxed subject to
prior approval of the Commission.
1.4
Chairman of the Board and Chief Executive Officer: The positions
of the Chairman of the Board and the Chief Executive Officer of the
companies shall be filled by different individuals. The Chairman of the
company shall be elected from among the directors of the Company.
The Board of Directors shall clearly define respective roles and
responsibilities of the Chairman and the Chief Executive Officer.
1.5
Directors Report to Shareholders shall include following additional statements on
1.5(i)
Industry outlook and possible future developments in the industry.
Complied
1.5(ii)
Segment-wise or product-wise performance.
Complied
Do
1.5(iii)
Risks and concerns.
Complied
Do
1.5(iv)
Discussion on Cost of Goods sold, Gross Profit Margin and Net
Profit Margin.
Complied
Do
1.5(v)
Discussion on continuity of any Extra-Ordinary gain or loss.
Not applicable
No extraordinary gain or
loss experienced during
the period.
1.5(vi)
Statement of all related party transactions.
1.5(vii)
"The IDs have required
qualification and experience"
Do
Not applicable
Complied
The Directors' report
complies with the guideline.
Complied
The Directors' report
complies with the guideline.
Utilization of proceeds from public issues, rights issues and/or
through any others instruments.
Not applicable
There was no IPO / RPO /
Right Issue in 2014.
1.5(viii)
An explanation if the financial results deteriorate after the company
goes for Initial Public Offering (IPO), Repeat Public Offering (RPO),
Rights Offer, Direct Listing, etc.
Not applicable
1.5(ix)
If significant variance occurs between Quarterly Financial
performance and Annual Financial Statements the management shall
explain about the variance on their Annual Report.
Complied
1.5(x)
Remuneration to directors including independent directors.
Complied
Do
1.5(xi)
The financial statements prepared by the management of the issuer
company present fairly its state of affairs, the result of its operations,
cash flows and changes in equity.
Complied
Discussed in "Directors'
declaration as to
Statutory Information".
1.5(xii)
Proper books of account of the issuer Company have been maintained.
Complied
Do
1.5(xiii)
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.
Complied
Do
Annual Report 2014
Do
The Directors' report
complies with the guideline.
Condition
No.
1.5(xiv)
Title
International Accounting Standards (IAS) / Bangladesh Accounting
Compliance Status
as on
31 December 2014
Remarks
Complied
Do
Standards (BAS) / International Financial Reporting Standards (IFRS) /
Bangladesh Financial Reporting Standards (BFRS), as applicable in
Bangladesh, have been followed in preparation of the financial statements
and any departure there-from has been adequately disclosed.
1.5(xv)
The system of internal control is sound in design and has been
Complied
effectively implemented and monitored.
Stated under section "The
system of Internal Control"
in the Directors' Report.
1.5(xvi)
1.5(xvii)
There are no significant doubts upon the issuer company’s ability to
Complied
Stated under section
continue as a going concern. If the issuer company is not considered to
"Going Concern"
be a going concern, the fact along with reasons thereof should be disclosed.
in the Directors' Report.
Significant deviations from the last year’s operating results of the
Complied
issuer company shall be highlighted and the reasons thereof should
The Directors' report
complies with the guideline.
be explained.
1.5(xviii)
Key operating and financial data of at least preceding 5 (five) years
Complied
shall be summarized.
Six years' key operating
and financial data has been
disclosed at the "Year-2014
at a Glance" of Annual
Report.
1.5(xix)
If the issuer company has not declared dividend (cash or stock) for the
Not Applicable
Dividend declared
year, the reasons thereof shall be given.
1.5(xx)
The number of Board meetings held during the year and attendance
Complied
by each director shall be disclosed.
Stated in Annexure-I of
the Directors' report which
comply with the guideline.
1.5(xxi)
The pattern of shareholding shall be reported to disclose the aggregate number of shares (along with
name wise details where stated below) held by:-
1.5(xxi)(a)
Parent / Subsidiary / Associated Companies and other related parties
Complied
(name wise details);
Stated in Annexure-II of the
Directors' report which
comply with the guideline.
1.5(xxi)(b)
Directors, Chief Executive Officer, Company Secretary, Chief Financial
Complied
Do
Officer, Head of Internal Audit and their spouses and minor children
(name wise details);
1.5(xxi)(c)
Executives;
Complied
Do
1.5(xxi)(d)
Shareholders holding ten percent (10%) or more voting interest in the
Complied
Do
company (name wise details).
1.5(xxii)
In case of the appointment / reappointment of a director the company shall disclose the following information
to the shareholders:-
1.5(xxii)(a)
A brief resume of the director;
Complied
The Directors' report
complies with the guidelines
Annexure-IV
1.5(xxii)(b)
Nature of his / her expertise in specific functional areas;
Complied
Do
1.5(xxii)(c)
Names of companies in which the person also holds the directorship
Complied
Do
and the membership of committees of the board.
Contd.
Annual Report 2014
Page 33
Condition
No.
Page 34
Title
Compliance Status
as on
31 December 2014
Remarks
2.0
Chief Financial Officer (CFO), Head of Internal Audit and Company Secretary (CS)
2.1
The company shall appoint a Chief Financial Officer (CFO), a Head of
Internal Audit (Internal Control and Compliance) and a Company
Secretary (CS). The Board of Directors should clearly define respective
roles, responsibilities and duties of the CFO, the Head of Internal
Audit and the CS.
Complied
The CFO, HIA and CS are
different individuals and
their roles & responsibilites
are seperately defined.
2.2
Requirement to attend the Board Meetings
The CFO and the Company Secretary of the companies shall attend
the meetings of the Board of Directors, provided that the CFO and/or
the Company Secretary shall not attend such part of a meeting of the
Board of Directors which involves consideration of an agenda item
relating to their personal matters.
Complied
The CFO and CS
participate in every Board
Meeting.
3.0
Audit Commmittee
3.(i)
The company shall have an Audit Committee as a sub-committee
of the Board of Directors.
Complied
Detailed in the Audit
Committee Report
3.(ii)
The Audit Committee shall assist the Board of Directors in ensuring
that the financial statements reflect true and fair view of the state of
affairs of the company and in ensuring a good monitoring system
within the business.
Complied
"The Committee discharges
as per BSEC guidelines"
3.(iii)
The Audit Committee shall be responsible to the Board of Directors.
The duties of the Audit Committee shall be clearly set forth in writing.
Complied
The ToR as approved by
the Board is available.
3.1
Constitution of the Audit Committee
3.1(i)
The Audit Committee shall be composed of at least 3 (three) members.
Complied
"AC comprises 3 (three)
members"
3.1(ii)
The Board of Directors shall appoint members of the Audit Committee
who shall be directors of the Company and shall include at least 1
(one) Independent Director.
Complied
The members of the Audit
Committee have been
appointed by the Board of
Directors who are Directors
and which includes one
Independent Director.
3.1(iii)
All members of the Audit Committee should be “financially literate”
and at least 1 (one) member shall have accounting or related financial
management experience.
Complied
"The members of the
Commmittee is selected by
the Board as per given
guidelines."
3.1(iv)
Filling of casual vacancy in the Audit Committee.
Complied
No vacancy occurred
3.1(v)
The company secretary shall act as the secretary of the Committee.
Complied
In practice
3.1(vi)
The quorum of the Audit Committee meeting shall not constitute
without Independent Director.
Complied
In practice
3.2
Chairman of the Audit Committee
3.2(i)
The Board of Directors shall select 1 (one) member of the Audit
Committee to be Chairman of the Audit Committee, who shall be an
independent director.
Complied
The Chairman of the Audit
Committee is an
Independent Director.
3.2(ii)
Chairman of the audit committee shall remain present in the Annual
General Meeting (AGM).
Complied
In practice.
3.3
Role of Audit Committee
3.3(i)
Oversee the financial reporting process.
Complied
The ToR of the Audit
Committee clearly defines
the roles of the Committee.
Annual Report 2014
Condition
No.
Title
Compliance Status
as on
31 December 2014
3.3(ii)
Monitor choice of accounting policies and principles.
Complied
3.3(iii)
Monitor Internal Control Risk management process.
Complied
Remarks
Do
3.3(iv)
Oversee hiring and performance of external auditors.
Complied
Do
3.3(v)
Review along with the management, the annual financial statements
Complied
Do
before submission to the board for approval.
3.3(vi)
Review along with the management, the quarterly and half yearly
financial statements before submission to the Board for approval.
Complied
Do
3.3(vii)
Review the adequacy of internal audit function.
Complied
Do
3.3(viii)
Review statement of significant related party transactions submitted
Complied
Do
Complied
Do
by the management.
3.3(ix)
Review Management Letters / Letter of Internal Control weakness
issued by statutory auditors.
3.3(x)
Declaration to Audit Committee by the Company regarding utilization
Not applicable
of IPO / RPO, Right issue money.
3.4
Reporting of the Audit Committee
3.4.1(i)
The Audit Committee shall report on its activities to the Board of
There was no IPO/
RPO/Right Issue in 2014.
Complied
Directors.
Audit committee informs
the Board periodically
through its minutes.
3.4.1 (ii)
The Audit Committee shall immediately report to the Board of Directors on the
following findings, if any:-
3.4.1(ii)(a)
Report on conflicts of interests;
None
There was no reportable
case of conflict of interest
in 2014.
3.4.1(ii)(b)
Suspected or presumed fraud or irregularity or material defect in the
internal control system;
None
There was no such case in
the year 2014.
3.4.1(ii)(c)
Suspected infringement of laws, including securities related laws,
rules and regulations;
None
Do
3.4.1(ii)(d)
Any other matter which shall be disclosed to the Board of Directors
immediately.
None
Do
3.4.2
Reporting to the Authorities (BSEC)
(if any material impact on the financial condition and results of
operation, unreasonably ignored by the management).
None
Do
3.5
Reporting to the Shareholders and General Investors
Report on the activities carried out by the Audit Committee, including
any report made to the Board of Directors under condition 3.4.1 (ii).
Complied
The Audit Committee (AC)
report is disclosed in the
Annual Report and signed
by the Chairman of the AC.
4.0
External / Statutory Auditors
4.0(i)
Appraisal or valuation services or fairness opinions.
Complied
As declared by Auditors
4.0(ii)
Financial information systems design and implementation.
Complied
Do
4.0(iii)
Book-keeping or other services related to the accounting records or
financial statements.
Complied
Do
4.0(iv)
Broker-dealer services.
Complied
Do
4.0(v)
Actuarial services.
Complied
Do
4.0(vi)
Internal Audit service.
Complied
Do
Contd.
Annual Report 2014
Page 35
Condition
No.
Title
Compliance Status
as on
31 December 2014
Remarks
4.0(vii)
Any other services that the Audit Committee determines.
Complied
Do
4.0(viii)
No partner or employees of the external audit firms shall possess any
Complied
Do
Complied
Do
Complied
In practice
Complied
Do
Complied
Do
Complied
Do
Complied
Do
share of the Company they audit at least during the tenure of their
audit assignment of that Company.
4.0(ix)
Non-engagement audit/certification services on compliance of
corporate governance as required under Clause (i) of condition No.7.
5.0
Subsidiary Company
5.0(i)
Provisions relating to the composition of the Board of Directors of the
holding company shall be made applicable to the composition of the
Board of Directors of the subsidiary company.
5.0(ii)
At least 1 (one) independent director on the Board of Directors of the
holding company shall be a director on the Board of Directors of the
subsidiary company.
5.0(iii)
The minutes of the Board meeting of the subsidiary company shall be
placed for review at the following Board meeting of the holding
company.
5.0(iv)
The minutes of the respective Board meeting of the holding company
shall state that they have reviewed the affairs of the subsidiary
company also.
5.0(v)
The Audit Committee of the holding company shall also review the
financial statements, in particular the investments made by the
subsidiary company.
6.0
"Duties of Chief Executive Officer (CEO) and Chief Financial Officer (CFO)"
The CEO and CFO shall certify to the Board that :-
6.0(i)(a)
These statements do not contain any materially untrue statement or
Complied
omit any material fact or contain statements that might be misleading;
Certificate enclosed in
Annexure-V of the Annual
Report and stated in the
Directors' declartion as well.
6.0(i)(b)
These statements together present a true and fair view of the
Complied
Do
Complied
Do
Company’s affairs and are in compliance with affairs and are in
compliance with applicable laws.
6.0(ii)
There are, to the best of knowledge and belief, no transactions
entered into by the Company during the year which are fraudulent,
illegal or violation of the Company’s code of conduct.
7.0
7.0(i)
Reporting and Compliance of Corporate Governance
The Company shall obtain a certificate from a practicing Professional
Complied
Accountant / Secretary (Chartered Accountant / Cost and
Required certificate obtained
from Al-Muqtadir Associates,
Management Accountant / Chartered Secretary) regarding compliance
Chartered Secretaries and
of conditions of Corporate Governance Guidelines of the Commission
published in Annexure-III
and shall send the same to the shareholders along with the Annual
of this report.
Report on a yearly basis.
7.0(ii)
Page 36
The directors of the Company shall state, in accordance with the
Complied
Status of Compliance is
Annexure attached, in the directors’ report whether the company has
published with the Directors'
complied with these conditions.
Report as required.
Annual Report 2014
Annexure-IV
Brief resumé of the Directors who seek appointment/re-appointment
Directors re-election
Mr. M. Anis Ud Dowla, Chairman
Mr. M. Anis Ud Dowla has been the Chairman of ACI Formulations Limited since 30 November 1995.
Mr. Dowla obtained his Masters in Public Administration from University of Karachi in 1959. Mr. M. Anis
Ud Dowla has worked with the British Oxygen Group of U.K. in Pakistan, Bangladesh and Kenya for 27
years including 12 years as Managing Director of Bangladesh Oxygen Limited. He joined as Group
Managing Director of three ICI companies in Bangladesh in 1987 one of which has been divested and renamed as ACI Limited of which he is the Chairman. He occupies Directorship position in all subsidiary
and associate companies of ACI Limited. He is also the Director of Credit Rating Agency of Bangladesh
Ltd. and Pioneer Insurance Company Limited.
Ms. Sheema Abed Rahman
Ms. Sheema Abed Rahman joined the Company in the year 1987. Prior to joining in ACI she worked for
British American Tobacco, Bangladesh (BAT) for 14 years. During the 39 years of service, her major
contribution is in Corporate Management and Human Resource Management. She has done her Post
Graduation in Human Resource Management and is a Fellow Member of the Institute of Chartered
Secretaries of Bangladesh (ICSB). She was inducted as a Director in the year 2001. She is also a
Director of Flyban Insecticides Ltd.
Independent Directors
Mr. Abdul-Muyeed Chowdhury
Mr. Abdul-Muyeed Chowdhury obtained Degree of Bachelor of Arts with honors in History and Master of
Arts (1st Class) from University of Dhaka. Mr. Abdul-Muyeed Chowdhury a CSP, attended Certificate of
Participation in an acceptable program of special study in Political Science, Public Administration in the
University of Tennessee, Knoxville. He is also Director of BRAC Net, MJL Bangladesh Ltd; Omera
Petroleum Ltd., Opera Fuels Ltd., Pioneer Insurance Company Ltd., Summit Alliance Port Limited and
Tiger Tours Limited. He was also an Advisor in the non-party Care Taker Government of Bangladesh in
2001 responsible for five Ministries - Information, Housing and Public Works, Environment and Forest,
Land, and Food and also worked as Chairman, NBR, Managing Director, Bangladesh Biman, Executive
Director, Jamuna Multipurpose Bridge Authority and lastly as CEO of the largest NGO in the world,
BRAC.
Mr. Juned Ahmed Choudhury
Mr. Juned Ahmed Choudhury obtained B.A (Hons) Degree in Economics from Dhaka University in 1957
and Master of Public Administration from Karachi University in 1959. He received training in Human
Resource Development at the National Institute of Administration, Paris, and Institute of Labour Studies
in Geneva. He was Director of Shell Oil Company Ltd. and Public Affairs Adviser of Bangladesh Shell
Petroleum Development B.V. He was decorated Knight of the Order of Arts and Letters by the
Government of France for his contribution to promotion of better Bangladesh-France relationship in the
fields of language and culture.
Annual Report 2014
Page 37
Advanced Chemical Industries Limited
Auditors' Report & Audited
Financial Statements as at and
for the year ended 31 December 2014
Annual Report 2014
Page 49
INDEPENDENT AUDITOR'S REPORT
to the Shareholders of
Advanced Chemical Industries Limited
Report on the Financial Statements
We have audited the accompanying separate financial statements of Advanced Chemical Industries Limited ("the
Company") as well as the consolidated financial statements of Advanced Chemical Industries Limited and its subsidiaries,
joint ventures and associates ("the Group") which comprises the separate and the consolidated statements of financial
position as at 31 December 2014, statements of profit or loss, statements of other comprehensive income, statements of
changes in equity, statements of cash flows for the year then ended, and a summary of significant accounting policies and
other explanatory information. The financial statements of 10 subsidiaries and 3 associates disclosed in note 40 to these
financial statements were not audited by us.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of the separate financial statements of the Company
and the consolidated financial statements of the Group in accordance with Bangladesh Financial Reporting Standards, and
for such internal control as management determines is necessary to enable the preparation of the separate financial
statements of the Company and the consolidated financial statements of the Group that are free from material
misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on the separate financial statements of the Company and the consolidated
financial statements of the Group based on our audit. We conducted our audit in accordance with Bangladesh Standards on
Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the separate financial statements of the Company and the consolidated financial
statements of the Group are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the separate
financial statements of the Company and the consolidated financial statements of the Group. The procedures selected
depend on our judgment, including the assessment of the risks of material misstatement of the separate financial
statements of the Company and the consolidated financial statements of the Group, whether due to fraud or error. In
making those risk assessments, we consider internal control relevant to the entity's preparation and fair presentation of the
separate financial statements of the Company and the consolidated financial statements of the Group 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 entities 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 separate financial statements of the Company and the consolidated financial statements of the Group.
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 separate financial statements of the Company and the consolidated financial statements of the Group
give a true and fair view of the financial position of the Company as well as of the Group as at 31 December 2014, and of
their financial performance and their cash flows for the year then ended in accordance with Bangladesh Financial Reporting
Standards.
Other matter
The separate financial statements of the Company and the consolidated financial statements of the Group for the year
ended 31 December 2013 were audited by another auditor who expressed an unmodified opinion on those financial
statements on 29 April 2014.
Report on Other Legal and Regulatory Requirements
In accordance with the Companies Act 1994 and Bangladesh Securities and Exchange Rules 1987, we also report the
following:
(a) we have obtained all the information and explanation 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 account as required by law have been kept by the Company so far as it appeared from
our examination of those books;
(c) the separate and the consolidated statements of financial position and statements of profit or loss and statements of
other comprehensive income dealt with by the report are in agreement with the books of account; and
(d) the expenditure incurred was for the purposes of the Company’s business.
Dhaka, 29 April 2015
Rahman Rahman Huq
Chartered Accountants
Page 50
Annual Report 2014
Advanced Chemical Industries Limited
Statement of Financial Position
In Taka
Note
31 December 2014
31 December 2013
Property, plant and equipment
Investments
Intangible assets
Non-current assets
7
8
3,799,146,712
1,799,058,949
825,571
5,599,031,232
3,384,489,286
1,846,292,287
1,358,905
5,232,140,478
Inventories
Trade and other receivables
Advances, deposits and prepayments
Cash and cash equivalents
Current assets
Total assets
10
11
12
13
2,961,175,971
5,802,572,938
700,887,177
462,525,465
9,927,161,551
15,526,192,783
2,553,330,342
5,796,239,556
728,000,934
384,201,664
9,461,772,496
14,693,912,974
14
15
16
343,944,021
351,340,343
1,049,866,633
4,861,534,405
6,606,685,402
285,820,824
333,302,465
1,005,465,390
4,012,663,572
5,637,252,251
17
18
19
441,858,763
56,114,163
62,743,398
560,716,324
340,664,767
519,789,367
94,711,720
955,165,854
20
21
22
23
427,836,789
5,916,571,029
1,624,157,078
390,226,161
8,358,791,057
8,919,507,381
15,526,192,783
741,441,244
5,059,890,494
1,833,527,360
466,635,771
8,101,494,869
9,056,660,723
14,693,912,974
Assets
Equity
Share capital
Share premium
Reserves
Retained earnings
Total equity
Liabilities
Employee benefits
Other non-current liabilities
Deferred tax liabilities
Non-current liabilities
Bank overdraft
Loans and borrowings
Trade and other payables
Provision for tax
Current liabilities
Total liabilities
Total equity and liabilities
The annexed notes 1 to 40 form an integral part of these financial statements.
Managing Director
Director
Company Secretary
As per our report of same date.
Dhaka, 29 April 2015
Rahman Rahman Huq
Chartered Accountants
Annual Report 2014
Page 51
Advanced Chemical Industries Limited
Statement of Profit or Loss
For the year ended 31 December
In Taka
Note
2014
2013
Revenue
24
12,318,723,190
10,683,600,712
Cost of sales
25
(7,147,881,434)
(6,426,070,148)
5,170,841,756
4,257,530,564
(3,468,192,050)
(3,031,647,932)
Gross profit
Administrative, selling and distribution expenses
26
Other income
27
Operating profit
Investment impairment provision
Net finance costs
1,363,473,880
8
(150,000,000)
(296,400,829)
1,338,831,501
Contribution to WPPF
(295,776,400)
1,067,697,480
(66,941,575)
Profit before tax
1,271,889,926
(53,384,874)
1,014,312,606
29
Current tax
(358,255,364)
Deferred tax income/(expense)
37,079,047
Profit after tax
Earnings per share
137,591,248
1,785,232,330
28
Profit before contribution to WPPF
Income tax expense:
82,582,624
(258,442,537)
8,317,837
(321,176,317)
(250,124,700)
950,713,609
764,187,906
30
Basic earnings per share
27.65
22.27
Diluted earnings per share
27.47
22.18
The annexed notes 1 to 40 form an integral part of these financial statements.
Managing Director
Director
Company Secretary
As per our report of same date.
Dhaka, 29 April 2015
Page 52
Annual Report 2014
Rahman Rahman Huq
Chartered Accountants
Advanced Chemical Industries Limited
Statement of Profit or Loss and other Comprehensive Income
For the year ended 31 December
In Taka
Note
Profit after tax
2014
2013
950,713,609
764,187,906
Change in fair value of available-for-sale financial assets
51,107,250
(32,811,059)
Income tax on other comprehensive income
(5,110,725)
Other comprehensive income:
Gain on amalgamation*
197,510,510
Total other comprehensive income, net of tax
243,507,035
Total comprehensive income
1,194,220,644
3,281,106
(29,529,953)
734,657,953
*This arises from the amalgamation of Apex Leathercraft Ltd. with Advanced Chemical Industries Ltd.
on 3 December 2014.
The annexed notes 1 to 40 form an integral part of these financial statements.
Managing Director
Director
Company Secretary
As per our report of same date.
Dhaka, 29 April 2015
Rahman Rahman Huq
Chartered Accountants
Annual Report 2014
Page 53
Page 54
Annual Report 2014
Share
premium
1,671,386
18,037,878
18,037,878
796,860
57,323,537
2,800
58,123,197
343,944,021 351,340,343
-
-
1,671,386
Capital
reserve
-
285,820,824 333,302,465
Share
premium
1,671,386
285,820,824 333,302,465
Share
capital
-
11,409,664
11,409,664
445,690
47,636,804
48,082,494
-
-
1,671,386
Capital
reserve
-
237,738,330 321,892,801
Share
capital
The annexed notes 1 to 40 form an integral part of these financial statements.
Balance at 1 January 2014
Total comprehensive income
Profit after tax
Total other comprehensive income - net of tax
Total comprehensive income
Contributions and distributions
Conversion of bond into equity
Share premium
Issuance of bonus shares
Issuance of shares for amalgamation
Gain on amalgamation
Dividends paid
Total transactions with owners of the company
Transactions recognized directly in equity
Realization of revaluation reserve
Total transactions recognized directly in equity
Balance at 31 December 2014
In Taka
Balance at 1 January 2013
Total comprehensive income
Profit after tax
Total other comprehensive income - net of tax
Total comprehensive income
Contributions and distributions
Conversion of bond into equity
Share premium
Issuance of bonus shares
Dividends paid
Total transactions with owners of the company
Transactions recognized directly in equity
Realization of revaluation reserve
Total transactions recognized directly in equity
Balance at 31 December 2013
In Taka
(1,595,282)
(1,595,282)
890,868,633
-
-
-
892,463,915
Revaluation
surplus
-
157,326,614
2,158,044
2,158,044
4,012,663,572
(47,636,804)
(190,547,216)
(238,184,020)
764,187,906
764,187,906
3,484,501,642
Retained
earnings
5,637,252,251
445,690
11,409,664
(190,547,216)
(178,691,862)
764,187,906
(29,529,954)
734,657,952
5,081,286,161
Total
equity
1,595,282
1,595,282
4,861,534,405
(57,323,537)
197,510,510
(243,625,031)
(103,438,058)
-
950,713,609
950,713,609
4,012,663,572
Retained
earnings
6,606,685,402
796,860
18,037,878
2,800
197,510,510
(243,625,031)
(27,276,983)
950,713,609
45,996,525
996,710,134
5,637,252,251
Total
equity
For the year ended 31 December 2014
(2,158,044)
(2,158,044)
892,463,915
-
-
894,621,959
Revaluation
surplus
For the year ended 31 December 2013
-
45,996,525
45,996,525
111,330,089
Available for sale
reserve
111,330,089
-
(29,529,954)
(29,529,954)
140,860,043
Available for sale
reserve
Advanced Chemical Industries Limited
Statement of Changes in Equity
Advanced Chemical Industries Limited
Statement of Cash Flows
For the year ended 31 December
In Taka
2014
2013
12,574,405,294
15,670,279
12,590,075,573
10,384,833,297
18,290,369
10,403,123,666
28,938,783
(7,469,705,323)
(3,337,753,149)
(6,923,096)
(36,777,772)
(149,400,157)
(10,971,620,714)
1,618,454,859
(38,755,147)
(6,555,983,706)
(2,923,209,985)
66,068,471
(27,346,823)
103,132,074
(9,376,095,116)
1,027,028,550
(272,011,743)
(280,723,692)
(552,735,435)
1,065,719,424
(275,980,149)
(199,524,010)
(475,504,159)
551,524,391
Cash flows from investing activities
Acquisition of property, plant and equipment
Payments for capital work in progress
Sale proceeds from property, plant and equipment
Dividend received
Investment
Net cash (used) in investing activities
(264,177,899)
(101,436,791)
5,189,954
63,021,168
(76,237,372)
(373,640,940)
(124,037,084)
(405,725,906)
4,586,741
63,021,168
(36,905,576)
(499,060,657)
Cash flows from financing activities
Inter-company debts received/(paid)
Dividends paid
Payment for finance lease
Payment for redemption of Zero Coupon Bonds
Short-term bank loan received
Long-term bank loan (paid)/received
Net cash (used)/from financing activities
(577,108,638)
(235,967,127)
(888,385)
(219,434,948)
894,740,288
(161,491,418)
(300,150,228)
145,151,341
(185,992,855)
(761,580)
(203,425,516)
821,307,836
226,653,261
802,932,487
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December
391,928,256
(357,239,580)
34,688,676
855,396,221
(1,212,635,801)
(357,239,580)
462,525,465
(427,836,789)
34,688,676
384,201,664
(741,441,244)
(357,239,580)
Cash flows from operating activities
Cash received from customers
Cash received from other income
Cash received/(paid) from/(for):
Other receivables
Purchase of inventory
Operating expenses
Other creditors
Payment for WPPF
Advances, deposits and prepayments
Cash generated from operations
Finance costs
Income tax expense
Net cash from operating activities
Closing balance represents
Cash and cash equivalents
Bank overdraft
The annexed notes 1 to 40 form an integral part of these financial statements.
Annual Report 2014
Page 55
Advanced Chemical Industries Limited
Consolidated Statement of Financial Position
In Taka
Assets
Property, plant and equipment
Investments
Biological assets
Intangible assets
Non-current assets
Inventories
Trade and other receivables
Advances, deposits and prepayments
Cash and cash equivalents
Current assets
Total assets
Equity
Share capital
Share premium
Reserves
Retained earnings
Equity attributable to the owners of the company
Non-controlling interest
Total equity
Liabilities
Employee benefits
Other non-current liabilities
Deferred tax liabilities
Non-current liabilities
Bank overdraft
Loans and borrowings
Trade and other payables
Provision for tax
Current liabilities
Total liabilities
Total equity and liabilities
Note
31 December 2014
7(a)
8(a)
8,112,567,981
931,255,152
5,395,070
33,559,214
9,082,777,417
7,716,361,670
766,291,205
74,434,629
8,557,087,504
6,177,345,732
4,053,338,744
1,728,588,712
966,996,727
12,926,269,915
22,009,047,332
5,388,656,883
3,896,139,716
1,511,756,213
801,850,966
11,598,403,778
20,155,491,282
343,944,021
351,340,343
1,420,482,845
2,021,838,686
4,137,605,895
136,592,850
4,274,198,745
285,820,824
333,302,465
1,624,621,785
1,548,580,887
3,792,325,961
248,088,826
4,040,414,787
17(a)
18(a)
455,997,727
1,051,592,449
281,461,770
1,789,051,946
353,101,757
1,643,051,082
316,345,060
2,312,497,899
20(a)
21(a)
22(a)
23(a)
818,454,318
11,195,147,962
3,010,184,390
922,009,971
15,945,796,641
17,734,848,587
22,009,047,332
1,158,146,135
9,092,162,879
2,679,923,623
872,345,959
13,802,578,596
16,115,076,495
20,155,491,282
9(a)
10(a)
11(a)
12(a)
13(a)
16(a)
31 December 2013
The annexed notes 1 to 40 form an integral part of these financial statements.
Managing Director
Director
Company Secretary
As per our report of same date.
Dhaka, 29 April 2015
Page 56
Annual Report 2014
Rahman Rahman Huq
Chartered Accountants
Advanced Chemical Industries Limited
Consolidated Statement of Profit or Loss
In Taka
Note
Revenue
Cost of sales
Gross profit
Administrative, selling and distribution expenses
Other income
Operating profit
Share of profit of equity accounted investees
24(a)
25(a)
Net Finance costs
Profit before contribution to WPPF
Contribution to WPPF
Profit before tax
Income tax expense:
Current tax
Deferred tax income/(expense)
28(a)
26(a)
27(a)
25,821,967,586
(17,771,157,148)
8,050,810,438
(5,676,681,463)
84,031,881
2,458,160,856
100,124,297
2,558,285,153
(1,401,354,696)
1,156,930,457
(97,899,765)
1,059,030,692
22,167,421,731
(15,569,844,148)
6,597,577,583
(4,754,846,786)
64,333,022
1,907,063,819
56,856,441
1,963,920,260
(1,326,814,390)
637,105,870
(77,151,122)
559,954,748
(619,894,364)
39,978,849
(579,915,515)
479,115,177
(470,029,531)
13,314,265
(456,715,266)
103,239,482
573,451,642
(94,336,465)
479,115,177
203,681,693
(100,442,211)
103,239,482
29(a)
Profit after tax
Profit attributable to:
Equity holders of the company
Non-controlling interests
Profit
Earnings per share
Basic earnings per share
Diluted earnings per share
For the year ended 31 December
2014
2013
30(a)
16.68
16.58
5.94
5.94
The annexed notes 1 to 40 form an integral part of these financial statements.
Managing Director
Director
Company Secretary
As per our report of same date.
Dhaka, 29 April 2015
Rahman Rahman Huq
Chartered Accountants
Annual Report 2014
Page 57
Advanced Chemical Industries Limited
Consolidated Statement of Profit or Loss and other Comprehensive Income
In Taka
Note
For the year ended 31 December
2014
2013
Net profit after tax
479,115,177
103,239,482
Other comprehensive income:
Change in fair value of available-for-sale financial assets
Income tax on other comprehensive income
Elimination of goodwill due to amalgamation
Total other comprehensive income, net of tax
50,955,606
(5,095,561)
(49,261,574)
(3,401,529)
(32,811,060)
3,281,106
(29,529,954)
Total comprehensive income
475,713,648
73,709,528
Profit attributable to:
Equity holders of the company
Non-controlling interests
Profit
531,121,334
(94,311,693)
436,809,641
174,151,739
(100,442,211)
73,709,528
The annexed notes 1 to 40 form an integral part of these financial statements.
Managing Director
Director
Company Secretary
As per our report of same date.
Dhaka, 29 April 2015
Page 58
Annual Report 2014
Rahman Rahman Huq
Chartered Accountants
Annual Report 2014
Page 59
333,302,465
18,037,878
18,037,878
351,340,343
285,820,824
796,860
57,323,537
2,800
58,123,197
343,944,021
The annexed notes 1 to 40 form an integral part of these financial statements.
Balance at 1 January 2014
Total comprehensive income
Net profit after tax
Total other comprehensive income-net of tax
Total comprehensive income
Contributions and distributions
Conversion of bond into equity
Share premium
Issuance of bonus shares
Issuance of shares for amalgamation
Dividends paid
Capital paid by non controlling interest
Total transactions with owners of the company
Transactions recognized directly in equity
Realization of revaluation reserve
Total transactions recognized directly in equity
Balance at 31 December 2014
1,671,386
-
-
-
1,671,386
Capital
reserve
157,207,448
-
-
45,877,359
45,877,359
111,330,089
Available for
sale reserve
4,137,605,895
-
(250,016,299)
250,016,299
(250,016,299)
250,016,299
1,261,604,011 2,021,838,686
573,451,642
(3,384,215)
570,067,427
573,451,642
(49,261,574)
524,190,068
796,860
18,037,878
2,800
(243,625,031)
(224,787,493)
3,792,325,961
1,548,580,887
(57,323,537)
(243,625,031)
(300,948,568)
-
-
1,511,620,310
Revaluation
surplus
-
Total
Share
premium
Share
capital
In Taka
111,330,089
Attributable to owner of the Company
1,671,386
-
Retained
earnings
(2,158,044)
2,158,044
(2,158,044)
2,158,044
1,511,620,310 1,548,580,887
333,302,465
285,820,824
-
248,088,826
(52,293,361)
42,310,000
(9,983,361)
(100,442,211)
(100,442,211)
358,514,398
Non-controlling
interest
4,040,414,787
445,690
11,409,664
(242,840,577)
42,310,000
(188,675,223)
103,239,482
(29,529,954)
73,709,528
4,155,380,482
Total
equity
136,592,850
(52,312,238)
35,170,040
(17,142,198)
(94,336,465)
(17,313)
(94,353,778)
248,088,826
Non-controlling
interest
4,274,198,745
796,860
18,037,878
2,800
(295,937,269)
35,170,040
(241,929,691)
479,115,177
(3,401,528)
475,713,649
4,040,414,787
Total
equity
For the year ended 31 December 2014
3,792,325,961
(238,184,020)
11,409,664
48,082,494
-
203,681,693
(29,529,954)
174,151,739
203,681,693
203,681,693
Total
3,796,866,084
Retained
earnings
1,513,778,354 1,580,925,170
Revaluation
surplus
(47,636,804)
(190,547,216)
(29,529,954)
(29,529,954)
140,860,043
Available for
sale reserve
47,636,804
-
1,671,386
Capital
reserve
445,690
11,409,664
(190,547,216)
(178,691,862)
11,409,664
-
445,690
321,892,801
Share
premium
237,738,330
Share
capital
For the year ended 31 December 2013
Balance at 1 January 2013
Total comprehensive income
Net profit after tax
Total other comprehensive income-net of tax
Total comprehensive income
Contributions and distributions
Conversion of bond into equity
Share premium
Issuance of bonus shares
Dividends paid
Capital paid by non controlling interest
Total transactions with owners of the company
Transactions recognized directly in equity
Realization of revaluation reserve
Total transactions recognized directly in equity
Balance at 31 December 2013
In Taka
Attributable to owner of the Company
Advanced Chemical Industries Limited
Consolidated Statement of Changes in Equity
Advanced Chemical Industries Limited
Consolidated Statement of Cash Flows
In Taka
Cash flows from operating activities
Cash received from customers
Cash received from other income
Note
For the year ended 31 December
2014
2013
25,615,836,736
77,284,799
25,693,121,535
21,768,760,924
63,103,937
21,831,864,861
27,410,523
(17,928,108,772)
(5,462,859,415)
(4,501,561)
(86,415,964)
(274,369,625)
(23,728,844,814)
1,964,276,721
(41,865,633)
(15,777,091,308)
(4,549,674,189)
61,556,244
(33,619,170)
21,428,479
(20,319,265,577)
1,512,599,284
(1,376,603,665)
(538,822,852)
(1,915,426,517)
48,850,204
(1,302,925,797)
(364,296,479)
(1,667,222,276)
(154,622,992)
(438,387,682)
(384,123,944)
5,189,954
2,855,906
(23,802,053)
(838,267,819)
(239,896,389)
(555,892,891)
4,586,741
(17,043,930)
(808,246,469)
Cash flows from financing activities
Payment to non-controlling interest
Inter-company debts received/(paid)
Dividend paid
Issue of shares
Payment for finance lease
Payment for redemption of Zero Coupon Bonds
Short-term bank loan received
Long-term bank loan received
Net cash from financing activities
(51,446,746)
(43,810,920)
(235,967,127)
35,160,160
(11,645,514)
(219,434,948)
2,322,368,422
(500,968,134)
1,294,255,193
(51,627,604)
(1,630,375)
(185,992,855)
42,310,000
(9,885,217)
(203,425,516)
1,040,192,148
812,712,666
1,442,653,247
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December
504,837,578
(356,295,169)
148,542,409
479,783,786
(836,078,955)
(356,295,169)
966,996,727
(818,454,318)
148,542,409
801,850,966
(1,158,146,135)
(356,295,169)
Cash received/(paid) from/(for):
Other receivables
Purchase of inventory
Operating expenses
Other creditors
Payment for WPPF
Advances, deposits and prepayments
Cash generated from operations
Finance costs
Income tax expense
Net cash from operating activities
Cash flows from investing activities
Acquisition of property, plant and equipment
Payments for capital work in progress
Sale proceeds from property, plant and equipment
Dividend received
Investment
Net cash used in investing activities
Closing balance represents
Cash and cash equivalents
Bank overdraft
The annexed notes 1 to 40 form an integral part of these financial statements.
Page 60
Annual Report 2014
Advanced Chemical Industries Limited
Notes to the Financial Statements
as at and for the year ended 31 December 2014
1.
Reporting entity
1.1
Company profile
Advanced Chemical Industries Limited (ACI Limited) is a public limited company incorporated in
Bangladesh on 24 January 1973 as ICI Bangladesh Manufacturers Limited. The registered office
of the Company is situated in Dhaka. The consolidated financial statements of the Company as at
and for the year ended 31 December 2014 comprise the Company's and its subsidiaries (together
referred to as the "Group" and individually as "Group entities") and the Group's interest in
associates and jointly controlled entities.
The Company is listed with Dhaka Stock Exchange Limited (DSE) and Chittagong Stock Exchange
Limited (CSE).
1.2
Nature of business
The Group primarily is involved in manufacturing of pharmaceuticals, consumer brands, animal
health products and marketing them along with fertilizer, seeds and other agricultural items.
1.3
Description of subsidiaries
1.3.1 ACI Formulations Limited
The company was incorporated on 29 October 1995 as a private limited company under the
Companies Act 1994. The principal activities of the company are manufacturing and marketing of
a number of agrochemical and consumer products. The Company is a publicly listed company
with Dhaka Stock Exchange Limited and Chittagong Stock Exchange Limited.
1.3.2 ACI Salt Limited
The company was incorporated on 13 June 2004 as a private limited company under the
Companies Act 1994. The principal activity of the company is manufacturing and marketing of
edible branded salt.
1.3.3 ACI Foods Limited
The company was incorporated on 14 September 2006 as a private limited company under the
Companies Act 1994. The main objectives of the company are manufacturing, processing and
marketing of different food items including spices and different snack items.
1.3.4 ACI Pure Flour Limited
The company was incorporated on 29 August 2006 as a private limited company under the
Companies Act 1994. The main objectives of the company are to carry on the business of milling,
processing, packaging and marketing of wheat flour products.
Annual Report 2014
Page 61
1.3.5 Flyban Insecticides Limited
The company was incorporated on 5 October 1991 as a private limited company under the
Companies Act 1994. The company's main function was to manufacture and sale of mosquito coil.
There was no business operation of the company during the year under review.
1.3.6 ACI Agrochemicals Limited
The company was incorporated on 4 July 2006 as a private limited company under the
Companies Act 1994. The main objectives of the company are to carry on the business of
manufacturing, formulating and packaging of pesticide, fertilizer, plant nutrient, animal food and
other nutrient products. The company is yet to start its commercial operation.
1.3.7 ACI Motors Limited
The company was incorporated on 11 December 2007 as a private limited company under the
Companies Act 1994. The main objectives of the company are to carry on the business of buying,
selling, importing and assembling of vehicles for both agricultural and non-agricultural use
including other agricultural equipment and supplying of spare parts and providing service facilities
for these vehicles and equipment.
1.3.8 Creative Communication Limited
The company was incorporated on 2 September 2007 as a private limited company under the
Companies Act 1994. The principal activities of the company are managing media solutions and
similar services for different clients including television commercials and other advertisement and
promotion related activities.
1.3.9 Premiaflex Plastics Limited
The company was incorporated on 11 June 2007 as a private limited company under the
Companies Act 1994. The main objectives of the company are to carry out the business of
manufacturing and marketing of plastic products, flexible printing and other ancillary business
associated with plastic and flexible printing. The Company commenced its commercial production
from 1 December 2008.
1.3.10 ACI Logistics Limited
The company was incorporated on 29 April 2008 as a private limited company under the
Companies Act 1994. The main objective of the company is to set-up nationwide retail outlets in
order to facilitate the improvement in goods marketing efficiency and to provide a modern self
service shopping option to customers.
1.3.11 ACI Edible Oils Limited
The company was incorporated on 13 December 2010 as a private limited company under the
Companies Act 1994. The main objective of the company is to carry out the business as
manufacturing as well as trading of all kinds of crude and refined edible oils, edible fats, food
grade chemicals, cleansing materials, preservatives and other allied food products.
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Annual Report 2014
1.3.12 ACI HealthCare Limited
The company was incorporated on 18 February 2013 as a public limited company under the
Companies Act 1994. The principal activities of the company are to be manufacturing and
marketing of pharmaceutical products for regulated markets. The company is yet to start its
commercial operation.
1.3.13 ACI Chemicals Limited
The company was incorporated on 26 November 2013 as a private limited company under the
Companies Act 1994. The main objective of the company is to represent foreign and local
principals and market and promote their products and process and engage in the service of
indenting on their behalf.
2.
Basis of accounting
2.1
Statement of compliance
The consolidated financial statements have been prepared in accordance with Bangladesh
Accounting Standards (BASs), Bangladesh Financial Reporting Standards (BFRSs), the Companies
Act 1994, the Securities and Exchange Rules 1987 and other applicable laws and regulations.
2.2
Date of authorisation
The consolidated financial statements as well as separate financial statements were authorized by
the Board of Directors on 29 April 2015 for publication.
3
Functional and presentational currency
These financial statements are presented in Bangladesh Taka (Taka/TK/BDT), which is both
functional and presentation currency of the Company. The amounts in these financial statements
have been rounded off to the nearest Taka.
Details of the Company's accounting policies are included in Notes 38 and 39.
4
Use of estimates and judgments
In preparing these financial statements, management has made judgment, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revision to estimates
are recognised prospectively.
Annual Report 2014
Page 63
Information about assumptions and estimation uncertainties that have a significant risk of
resulting in a material adjustment in the year ended 31 December 2014 is included in the
following notes:
Note 7
Property, plant and equipment
Note 10
Inventories
Note 11
Trade and other receivables
Note 17
Employee benefits
Note 19
Deferred tax liabilities
Note 23
Provision for tax
When measuring the fair value of an asset or a liability, the Company uses market observable
data as far as possible. Fair values are categorised into different levels in a fair value hierarchy
based on the inputs used in the valuation techniques as follows:
■
Level 1 : quoted prices (unadjusted) in active markets for identical assets or liabilities.
■
Level 2 : inputs other than quoted prices included in Level 1 that are observable for the
asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from
prices).
■
Level 3 : inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability might be categorised in
different levels of the fair value hierarchy, then the fair value measurement is categorised in its
entirety in the same level of the fair value hierarchy as the lowest level input that is significant to
the entire measurement.
The Company recognises transfers between levels of the fair value hierarchy at the end of the
reporting period during which the change has occurred.
5
Reporting period
The financial period of the companies other than the following two associates covers one year
from 1 January to 31 December and is followed consistently.
Financial periods of two associates are:
Stochastic Logic Limited
From 1 August to 31 July
Asian Consumer Care (Pvt.) Limited
From 1 April to 31 March
The figures involved in the aforesaid two associated companies up to 31 December 2014 from the
end of their accounting years are considered to be immaterial to these financial statements.
Page 64
Annual Report 2014
6
Operating segments
(i) Basis for segmentation
An operating segment is a component of the Company that engages in business activities from
which it may earn revenues and incur expenses, including revenues and expenses that relate to
transactions with any of the Company's other components. However, a segment is a
distinguishable component of the Company that is engaged either in providing related products or
services (business segment), or in providing products or services within a particular economic
environment (geographical segment), which is subject to risks and rewards that are different
from those of other segments. The Company's primary format for segment is based on business
segments.
All operating segments' operating results are reviewed regularly by the Company's managing
director to make decisions about resources to be allocated to the segment and to assess its
performance, and for which discrete financial information is available. Segment results that are
reported to the managing director include items directly attributable to a segment as well as
those that can be allocated on a reasonable basis.
The business described below as part of segment analysis of units analyzed for the criteria of
reportable segments as specified in Bangladesh Financial Reporting Standard 8: Operating
Segments.
Pharmaceuticals: Involves in manufacturing and marketing of health care products in home and
abroad.
Consumer Brands: Involves in marketing and distributing of consumer products.
Animal Health: Involves in manufacturing and distributing of veterinary and fisheries products.
Crop Care and Public Health: Involves in manufacturing and marketing of crop protection items.
ACI Motors: Involves in the business of buying and selling of agricultural equipment.
ACI Pure Flour: Involves in milling, processing, packaging and marketing of wheat flour products.
Retail Chain: Involves in facilitating the improvement in goods marketing efficiency and to
provide a modern self-service shopping option to customers.
Premiaflex Plastics: Involves in manufacturing, processing and marketing of plastic products at
home.
Annual Report 2014
Page 65
Page 66
Annual Report 2014
Animal Health
Brands
Public Health
Crop Care and
ACI Motors
26,117,056
131,413,454
785,385,141
Finance costs
Segment profit/(loss) before tax
1,094,492,486
Segment liabilities
372,493,040
3,805,204,450 1,046,123,991
Segment assets
94,484,921
271,498,541
16,946,266
1,767,139,548
Operating expenses
Depreciation and amortization
Segment revenue
168,100,645
4,975,668,245 1,271,620,170
External revenue
Intra-segment revenue
Pharmaceuticals
Animal Health
356,349,932
In Taka
902,565,254
134,953,593
26,172,193
359,229,441
19,164,454
170,354,065
93,425,201
248,139,187
3,061,828
Public Health
Crop Care and
ACI Motors
613,947,686
960,128,679
111,171,034
394,650,770
670,258,534
ACI Pure Flour
131,942,332
54,165,440
287,411,080
22,454,949
130,435,907
4,972,684
189,065,009
1,370,951
1,009,450,095
450,769,018 1,384,233,852
2,699,017,831 1,695,216,109 1,604,643,448
98,051,529
101,999,609
754,120,366
34,149,829
6,543,689,253
Retail Chain
(832,994,292)
540,805,077
732,126,112
92,203,820
503,858,406 4,998,702,943
725,003,621 1,900,962,478
132,910,394
37,549,945
142,380,557
24,813,820
16,451,185
68,989,126
94,618,985
175,046,103
78,052,383
443,624,886
(160,411,242)
149,222,242
175,368,777
17,402,693
758,528,431
121,885,462
636,642,969
ACI Foods
158,300,341
144,373,227
17,785,682
50,527,679
575,253,826
ACI Foods
352,310,184
1,186,325,370 1,244,173,703
1,418,006,937
44,715,066 (165,273,504)
118,492,666
138,526,454
77,153,444
9,417,085
1,153,976,863
ACI Salt
881,178,023 1,493,627,637
2,433,580,827 1,279,219,620
107,638,943 (1,011,845,985)
12,156,392
162,784,110
24,059,284
11,106,730
3,983,033,669 1,349,378,521
Reportable segments
678,044,968 1,485,376,917
234,631,409
40,576,583
328,859,252
22,588,239
ACI Salt
3,983,033,669 1,338,271,791
Retail Chain
3,350,515,901 1,163,673,316 1,401,110,707 2,648,481,606 3,199,729,767
Brands
Consumer
851,711,912
118,225,833
101,281,153
820,497,587
37,164,450
3,968,490,196 1,233,641,046 2,306,805,964 1,928,254,808 1,815,912,191
131,690,887
1,906,776,454
188,773,296
Segment assets
2013
30,121,324
5,744,012,657 1,669,138,273 3,586,619,853 1,577,973,708 1,869,364,121 2,563,260,582
1,256,614,073
Segment liabilities
ACI Pure Flour
Reportable segments
5,744,012,657 1,669,138,273 3,586,619,853 1,577,973,708 1,869,364,121 2,533,139,258
Pharmaceuticals
Consumer
Segment profit/(loss) before tax
Finance costs
Operating expenses
Depreciation and amortization
Segment revenue
Intra-segment revenue
External revenue
In Taka
2014
segments
Total reportable
Unallocated
Total
376,627,024
(376,627,024)
-
1,071,071,183
1,356,939,790
5,188,573,058
552,998,743
1,400,992,748
5,675,848,997
600,310,223
(8,999,106) 1,062,072,077
44,052,958
487,275,939
47,311,480
segments
Total reportable
Unallocated
Total
521,304,068
1,280,766,516
4,462,832,804
496,698,330
-
38,650,680
46,047,874
292,013,982
34,823,696
210,734,259 (210,734,259)
559,954,748
1,326,814,390
4,754,846,786
531,522,026
-
-
983,906,504 13,228,405,417 2,782,849,540 16,011,254,957
1,402,464,943 16,648,953,992 3,402,715,752 20,051,669,744
101,646,574
106,950,244
36,191,910
41,718,924
134,338,310
1,279,063,434 21,019,093,835 1,148,327,896 22,167,421,731
Premiaflex
1,039,974,999 14,627,169,665 2,351,942,831 16,979,112,496
1,558,305,051 17,638,093,123 4,353,350,502 21,991,443,625
151,921,368
93,848,468
51,743,468
51,561,082
1,614,221,088 24,715,530,903 1,106,436,683 25,821,967,586
213,513,508
1,400,707,580 24,338,903,879 1,483,063,707 25,821,967,586
Premiaflex
Information related to each reportable segment is set out below. Segment profit before tax is used to measure performance because management believes that this information is the most relevant in evaluating the results of
the respective segments relative to other entities that operate in the same industries.
(ii) Information about reportable segments
Annual Report 2014
Page 67
225,000,000
Additions due to amalgamation
-
Disposals
744,081,718
-
Transfer
Balance at 31 December 2014
-
744,081,718
Additions
744,081,718
-
Disposals
Balance at 31 December 2013
-
Transfer
Balance at 1 January 2014
-
744,081,718
Land
731,452,180
-
Additions
Balance at 1 January 2013
Revaluation
In Taka
Balance at 31 December 2014
Disposals
178,540
427,942,340
Transfer
427,942,340
Balance at 31 December 2013
Balance at 1 January 2014
78,331,300
(379,549,373)
Disposals
Additions
427,681,028
Transfer
378,580,685
Land
1,230,000
Note
Note
Additions
Balance at 1 January 2013
Cost
In Taka
See accounting policy in Note 39(I).
7. Property, plant and equipment
38,483,654
-
-
-
38,483,654
38,483,654
-
-
-
38,483,654
Building
529,377,263
-
45,782,064
-
102,336,777
381,258,422
381,258,422
-
27,048,784
-
354,209,638
Building
56,375,645
(3,840)
-
-
56,379,485
56,379,485
-
-
-
3,814,918
-
-
-
3,814,918
3,814,918
-
-
-
3,814,918
Furniture and
fixture
Plant and
Machinery
56,379,485
135,522,613
-
274,500
15,645,366
11,248,179
108,354,568
108,354,568
-
15,875,153
10,980,307
81,499,108
Furniture and
fixture
1,524,931,459
(517,600)
239,008,986
20,440,446
-
1,265,999,627
1,265,999,627
-
238,474,782
2,184,231
1,025,340,614
Plant and
Machinery
3,693,683
(45,053)
-
-
3,738,736
3,738,736
(185,607)
-
-
3,924,343
Electrical and
other appliances
138,005,641
(106,963)
175,000
33,362,882
16,904,068
87,670,654
87,670,654
(131,652)
1,060,702
26,548,467
60,193,137
Electrical and
other appliances
2,227,188
-
-
-
2,227,188
2,227,188
-
-
-
2,227,188
Office
machinery
49,361,284
(238,750)
-
8,673,382
-
40,926,652
40,926,652
-
-
6,422,467
34,504,185
Office
machinery
42,665,921
(2,151,496)
-
-
44,817,417
44,817,417
(2,791,006)
-
-
47,608,423
Vehicles
311,879,641
(2,848,925)
-
112,704,023
-
202,024,543
202,024,543
(1,732,398)
-
76,251,612
127,505,329
Vehicles
-
-
-
-
-
-
-
-
-
-
Under
construction
401,274,471
-
(285,419,090)
101,436,791
-
585,256,770
585,256,770
(381,413,423)
(710,140,449)
405,725,906
889,671,313
Under
construction
891,342,727
(2,200,389)
-
-
893,543,116
893,543,116
(2,976,613)
-
-
896,519,729
Total
3,821,804,552
(3,712,238)
-
370,594,190
355,489,024
3,099,433,576
3,099,433,576
-
529,342,990
2,951,504,009
Total
Page 68
Annual Report 2014
-
Balance at 31 December 2014
-
Depreciation
-
-
-
-
Balance at 31 December 2013
Balance at 1 January 2014
Disposals
-
Disposals
Additions due to amalgamation
-
-
-
Land
Land
Depreciation
Note
Note
Balance at 1 January 2013
Accumulated depreciation- Cost
In Taka
Leased Assets
Balance at 1 January 2013
Additions
Transferred to property, plant and equipment
Disposals
Balance at 31 December 2013
Balance at 1 January 2014
Acquisitions through business combinations
Other additions
Transferred to property, plant and equipment
Disposals
Balance at 31 December 2014
In Taka
-
60,384,370
-
26,973,615
11,177,401
22,233,354
22,233,354
-
10,053,814
12,179,540
Building
Building
-
495,867,829
(322,040)
-
147,112,214
349,077,655
349,077,655
-
134,476,687
214,600,968
Plant and
Machinery
Plant and
Machinery
49,189,832
-
5,660,733
12,075,226
31,453,873
31,453,873
-
10,165,039
21,288,834
Furniture and
fixture
-
Furniture and
fixture
45,427,094
(94,210)
10,367,633
10,415,255
24,738,416
24,738,416
(119,391)
7,332,223
17,525,584
Electrical and
other appliances
-
Electrical and
other appliances
29,710,565
(38,200)
-
16,341,519
13,407,246
13,407,246
-
4,347,456
9,059,790
Office
machinery
-
Office
machinery
156,099,896
(837,244)
-
48,210,610
108,726,530
108,726,530
(162,277)
37,153,562
71,735,245
Vehicles
17,067,493
(1,445,000)
15,622,493
15,622,493
(4,979,500)
10,642,993
Vehicles
-
-
-
-
-
-
-
-
-
Under
construction
-
Under
construction
836,679,586
(1,291,694)
43,001,981
245,332,225
549,637,074
549,637,074
(281,668)
203,528,781
346,389,961
Total
17,067,493
(1,445,000)
15,622,493
15,622,493
(4,979,500)
10,642,993
Total
Annual Report 2014
Page 69
1,172,024,058
1,475,533,898
At 31 December 2014
Carrying amounts
At 31 December 2013
At 31 December 2014
-
-
394,622,449
503,628,182
64,232,735
25,119,627
419,742,076
567,860,917
Building
3,848,365
962,092
-
2,886,273
2,886,273
1,924,182
962,091
Building
Plant and
-
-
947,639,598
1,051,899,602
529,407,502
374,739,514
1,322,379,112
1,581,307,104
Machinery
Plant and
(1,213)
33,539,673
7,879,027
-
25,661,859
25,661,859
17,042,430
8,619,429
Machinery
-
-
78,452,633
87,366,031
51,971,500
33,716,853
112,169,486
139,337,531
fixture
Furniture and
2,781,668
518,688
-
2,262,980
2,262,980
1,507,765
755,215
fixture
Furniture and
Electrical and
64,506,044
93,543,756
48,155,568
26,903,346
91,409,390
141,699,324
-
-
other appliances
Electrical and
(30,064)
2,728,474
593,608
-
(84,937)
2,164,930
2,164,930
1,539,236
710,631
other appliances
Office
28,517,751
20,240,403
31,348,069
14,636,089
43,153,840
51,588,472
-
-
machinery
Office
(79)
1,637,504
408,740
-
1,228,843
1,228,843
819,104
409,739
machinery
113,469,983
165,660,369
199,528,186
148,994,470
262,464,453
365,188,555
13,377,490
898,000
(4,979,496)
9,295,994
13,924,489
898,000
(1,444,999)
13,377,490
Vehicles
(1,291,228)
34,132,296
8,533,074
-
(1,116,402)
26,890,450
26,890,450
19,043,369
8,963,483
Vehicles
Under
Under
585,256,770
401,274,471
-
-
585,256,770
401,274,471
-
-
construction
-
-
-
-
construction
3,384,489,286
3,799,146,712
924,643,560
624,109,899
4,008,599,185
4,723,790,272
13,377,490
898,000
(4,979,496)
9,295,994
13,924,489
898,000
(1,444,999)
13,377,490
Total
(1,322,584)
78,667,980
18,895,229
-
(1,201,339)
61,095,335
61,095,335
41,876,086
20,420,588
Total
3. Due to amalgamation on 3 December 2014 of Apex leather craft with ACI limited by the order of the honarable High Court Division of the Supreme Court of Bangladesh, all the assets of Apex leather craft were
transferred to ACI Limited's books.
2. For office machinery equipment useful life has been changed to 5 years from 10 years. As a result, depreciation has been increased to BDT 16,750,259 from BDT 5,392,500 (as per previous estimation).
Notes:
1. In 2010, all the property, plant and equipment of the company were revalued by the independent professional valuer Asian Surveyors Limited. Such revaluation is made with sufficient regularity to ensure that
carrying amount does not differ materially from their fair value.
-
Accumulated depreciation- cost/ revaluation
At 31 December 2013
1,172,024,058
1,475,533,898
-
Balance at 1 January 2014
Depreciation
Transfer
Disposals
Balance at 31 December 2014
Gross- cost/ revaluation
At 31 December 2013
At 31 December 2014
-
Accumulated depreciation- Leased assets
Balance at 1 January 2013
Depreciation
Transfer
Disposals
Balance at 31 December 2013
Land
-
Disposals
Balance at 31 December 2014
Note
-
Depreciation
Transfer
In Taka
-
Transfer
Disposals
Balance at 31 December 2013
Balance at 1 January 2014
Land
-
Note
Accumulated depreciation- Revaluation
Balance at 1 January 2013
Depreciation
In Taka
Page 70
Annual Report 2014
Note
1,555,030,636
Balance at 31 December 2014
1,555,030,636
82,265,271
-
Disposals
-
-
-
82,265,271
82,265,271
-
-
-
82,265,271
Building
Transfer
-
1,555,030,636
Balance at 31 December 2013
-
Disposals
Balance at 1 January 2014
-
Transfer
1,555,030,636
Land
-
Additions
-
63,015,126
618,830
1,330,425,501 1,320,157,245
Additions
Balance at 1 January 2013
Revaluation
In Taka
Balance at 31 December 2014
-
178,540
Transfer
Disposals
83,308,779
1,246,938,182 1,256,523,289
Balance at 1 January 2014
Additions
1,246,938,182 1,256,523,289
Balance at 31 December 2013
-
Disposals
45,071,025
427,681,028
(379,549,373)
Transfer
1,188,358
762,792,485 1,210,263,906
436,014,042
Additions
Building
Balance at 1 January 2013
Cost
Note
Land
Consolidated Property, plant and equipment
See accounting policy in Note 39(I).
In Taka
7(a)
83,521,215
(3,840)
-
-
83,525,055
83,525,055
-
-
-
7,179,208
-
-
-
7,179,208
7,179,208
-
-
-
7,179,208
Furniture and
fixture
Plant and
Machinery
83,525,055
581,018,596
-
85,770,228
16,906,271
478,342,097
478,342,097
-
41,764,982
11,947,307
424,629,808
Furniture and
fixture
3,722,052,847
(14,360,703)
459,375,629
31,982,105
3,245,055,816
3,245,055,816
-
260,994,607
8,562,457
2,975,498,752
Plant and
Machinery
9,573,158
(45,053)
-
-
9,618,211
9,618,211
(185,607)
-
-
9,803,818
Electrical and
other appliances
340,853,919
(106,963)
47,310,829
33,895,213
259,754,840
259,754,840
(131,652)
19,125,944
28,368,077
212,392,471
Electrical and
other appliances
4,618,363
550
-
-
4,617,813
4,617,813
-
-
-
4,617,813
Office
machinery
323,761,213
(238,750)
89,050,856
11,302,586
223,646,521
223,646,521
-
13,918,683
7,403,706
202,324,132
Office
machinery
45,813,098
(2,152,046)
-
-
47,965,144
47,965,144
(2,791,006)
-
-
50,756,150
Vehicles
390,423,411
(2,848,925)
-
135,247,160
258,025,176
258,025,176
(1,732,398)
-
76,535,917
183,221,657
Vehicles
-
-
-
-
-
-
-
-
-
-
Under
construction
707,418,786
-
(744,701,208)
690,193,392
761,926,602
761,926,602
-
(808,556,269)
654,455,740
916,027,131
Under
construction
1,788,000,949
(2,200,389)
-
-
1,790,201,338
1,790,201,338
(2,976,613)
-
-
1,793,177,951
Total
8,716,111,518
(17,555,341)
-
1,003,454,336
7,730,212,523
7,730,212,523
(381,413,423)
-
1,224,475,604
6,887,150,342
Total
Annual Report 2014
Page 71
-
Transfer
Disposals
Balance at 31 December 2013
Balance at 1 January 2014
Other additions
Transfer
Disposals
Balance at 31 December 2014
-
Disposals
Balance at 31 December 2014
Balance at 31 December 2013
Depreciation
-
Disposals
Balance at 1 January 2014
-
Depreciation
-
Balance at 1 January 2013
Accumulated depreciation- Cost
In Taka
-
Land
Land
Additions
Note
Note
Balance at 1 January 2013
Leased Assets
In Taka
-
-
-
-
-
-
-
-
-
-
150,955,094
-
30,672,265
120,282,829
120,282,829
-
30,630,428
89,652,401
Building
Building
-
-
-
-
-
-
-
-
-
-
1,365,030,524
(3,654,281)
325,130,176
1,043,554,629
1,043,554,629
-
303,505,585
740,049,044
Plant and
Machinery
Plant and
Machinery
292,865,461
-
67,880,273
224,985,188
224,985,188
-
62,887,613
162,097,575
Furniture and
fixture
-
-
-
-
-
-
-
-
-
-
Furniture and
fixture
128,854,307
(94,210)
32,211,052
96,737,465
96,737,465
(119,391)
25,014,005
71,842,851
Electrical and
other appliances
-
-
-
-
-
-
-
-
-
-
Electrical and
other appliances
163,668,572
(38,200)
47,248,345
116,458,427
116,458,427
-
26,610,498
89,847,929
Office
machinery
32,998,000
-
-
-
32,998,000
32,998,000
-
-
-
32,998,000
Office
machinery
206,693,817
(837,244)
58,323,193
149,207,868
149,207,868
(162,277)
46,663,592
102,706,553
Vehicles
22,091,077
(4,979,500)
-
-
27,070,577
27,070,577
(1,445,000)
-
-
28,515,577
Vehicles
-
-
-
-
-
-
-
-
Under
construction
-
-
-
-
-
-
-
-
-
-
Under
construction
2,308,067,775
(4,623,935)
561,465,304
1,751,226,406
1,751,226,406
(281,668)
495,311,721
1,256,196,353
Total
55,089,077
(4,979,500)
-
-
60,068,577
60,068,577
(1,445,000)
-
-
61,513,577
Total
Page 72
Annual Report 2014
-
Transfer
Disposals
Balance at 31 December 2013
Balance at 1 January 2014
Depreciation
Transfer
Disposals
Balance at 31 December 2014
-
-
127,472,993
160,421,901
2,801,968,818 1,211,315,567
2,885,456,137 1,242,000,615
-
-
-
2,242,535,329
2,387,874,688
1,086,045,542
1,417,699,374
3,328,580,871
3,805,574,062
Plant and
Machinery
52,668,850
(1,213)
-
10,179,150
42,490,913
42,490,913
-
-
13,263,552
29,227,361
Plant and
Machinery
256,342,099
290,328,530
229,179,206
297,869,274
485,521,305
588,197,804
-
-
Furniture and
fixture
5,003,813
-
-
809,795
4,194,018
4,194,018
-
-
1,030,821
3,163,197
Furniture and
fixture
167,874,088
215,774,209
101,498,963
134,652,868
269,373,051
350,427,077
-
-
Electrical and
other appliances
5,798,561
(30,064)
-
1,067,127
4,761,498
4,761,498
(84,937)
-
1,177,529
3,668,906
Electrical and
other appliances
136,406,203
184,020,825
124,856,131
177,356,751
261,262,334
361,377,576
9,830,655
393,226
4,718,715
5,111,941
5,111,941
4,718,714
-
Office
machinery
3,857,524
(79)
-
571,840
3,285,763
3,285,763
-
-
665,323
2,620,440
Office
machinery
137,992,964
199,694,191
195,067,933
258,633,395
333,060,897
458,327,586
15,289,102
15,338,362
1,742,618
17,080,980
17,080,980
3,187,618
(4,979,496)
Vehicles
36,650,476
(1,291,228)
-
9,162,619
28,779,085
28,779,085
(1,116,402)
-
9,593,028
20,302,459
Vehicles
761,926,602
707,418,786
-
761,926,602
707,418,786
-
-
Under
construction
-
-
-
-
-
-
-
-
-
-
Under
construction
7,716,361,670
8,112,567,981
1,864,120,768
2,446,633,563
9,580,482,438
10,559,201,544
25,119,757
15,731,588
6,461,333
22,192,921
22,192,921
7,906,332
(4,979,496)
Total
113,446,031
(1,322,584)
-
24,067,174
90,701,441
90,701,441
(1,201,339)
-
28,140,541
63,762,239
Total
Notes:
1.For office machinery equipment useful life has been changed to 5 years from 10 years. As a result, depreciation has been increased to BDT 19,496,379 from BDT 6,314,793 (as per previous
estimation)
Carrying amounts
At 31 December 2013
At 31 December 2014
Accumulated depreciation- cost/ revaluation
At 31 December 2013
At 31 December 2014
Building
9,466,807
-
-
2,276,643
7,190,164
7,190,164
-
-
2,410,288
4,779,876
Building
2,801,968,818 1,338,788,560
2,885,456,137 1,402,422,516
-
Balance at 31 December 2014
Gross- cost/ revaluation
At 31 December 2013
At 31 December 2014
-
Accumulated depreciation-Leased assets
Balance at 1 January 2013
Depreciation
Transfer
Disposals
Balance at 31 December 2013
Balance at 1 January 2014
Depreciation
Transfer
Disposals
In Taka
-
Land
Land
Depreciation
Note
Note
Balance at 1 January 2013
Accumulated depreciation- Revaluation
In Taka
Annual Report 2014
Page 73
8.
Impairment
Total investment
ii) Other investment
Term deposit and others
Investment in others
Mutual Trust Bank Limited
Central Depository Bangladesh Limited
Investment in Associates and
Joint Ventures
Asian Consumer Care (Pvt.) Limited
ACI Godrej Agrovet ( Pvt.) Limited
Computer Technology Limited
Stochastic Logic Limited
Tetley ACI (Bangladesh) Limited
Investment in subsidiaries
Flyban Insecticides Limited
ACI Formulations Limited
ACI Salt Limited
ACI Foods Limited
ACI Pure Flour Limited
Apex Leathercraft Limited
ACI Agrochemicals Limited
Creative Communication Limited
ACI Motors Limited
Premiaflex Plastics Limited
ACI Logistics Limited
ACI Healthcare Limited
ACI Edible Oils Limited
ACI Chemicals Limited
i) Investment in shares
Long term investments
10,258,755
1,142,362
8,393,321
1,850,000
200
2,000
1,600,000
25,500
24,066,105
233,000
380,000
380,000
370,000
180
6,000
6,650
261,945
273,600
46,469,000
850,000
6
Number of
shares
10
10
10
100
100
100
100
100
10
1,000
100
100
100
100
100
100
1,000
1,000
10
10
10
Face value
per
share
Taka
10
10
10
100
100
100
100
100
10
1,000
100
100
100
100
100
100
1,000
1,000
10
10
10
2014
Called and
paid up
capital per share
Taka
3.33
0.58
24.00
50.00
40.00
20.00
50.00
51.00
53.48
77.67
95.00
95.00
90.00
60.00
66.50
87.32
76.00
92.94
85.00
60.00
Shareholding
%
3,929,930
3,929,930
1,949,058,949
(150,000,000)
1,799,058,949
203,123,351
3,138,890
206,262,241
115,205,895
185,000,000
20,000
200,000
160,000,000
460,425,895
2,550,000
66,872,823
155,000,000
38,000,000
38,000,000
18,000
600,000
665,000
229,945,000
273,600,000
464,690,000
8,500,000
60
1,278,440,883
Value
Taka
4,665,303
4,665,303
1,846,292,287
1,846,292,287
152,016,098
3,138,890
155,154,988
115,233,210
185,000,000
20,000
200,000
160,000,000
460,453,210
2,550,000
66,872,823
78,000,000
38,000,000
38,000,000
24,567,963
18,000
600,000
675,000
229,945,000
273,600,000
464,690,000
8,500,000
1,226,018,786
Value
Taka
2013
Page 74
Annual Report 2014
8(a)
1,600,000
8,393,321
1,850,000
2,000
1,142,362
200
10,258,755
400
34,500
Number of
shares
100
10
100
100
10
100
100
10
100
100
10
100
10
10
10
Taka
Taka
10
10
10
2014
Called and
paid up
capital per share
Face value
per
share
50.00
24.00
50.00
20.00
0.58
40.00
3.33
-
%
Shareholding
(69,064,186)
157,692,520
507,831,962
(821,147)
595,639,149
931,255,152
3,138,890
20,000
125,886,613
129,045,503
203,123,351
666,449
2,780,700
206,570,500
Taka
Value
(37,240,497)
143,013,515
390,716,893
(947,744)
495,542,167
766,291,205
3,138,890
20,000
115,574,050
118,732,940
152,016,098
152,016,098
Taka
Value
2013
Other investment includes Term Deposit amounting to Taka 3,429,930 which is kept as lien against service received from Titas Gas Transmission and
Distribution Limited. Therefore, the Company has no intention to encash the said amount and recorded as long term investment.
Total investment
Investment valued under equity method
Tetley ACI (Bangladesh) Limited
Asian Consumer Care (Pvt.) Limited
ACI Godrej Agrovet ( Pvt.) Limited
Stochastic Logic Limited
Investment valued at cost
Central Depository Bangladesh Limited
Computer Technology Limited
Term deposit and others
Investment valued at fair value
Mutual Trust Bank Limited
Investment Corporation of Bangladesh
Titas Gas Transmission and Distribution Company Limited
Consolidated long-term investments
i) Investment in shares
Other investment includes Term Deposit amounting to Taka 3,429,930 which is kept as lien against service received from Titas Gas Transmission and Distribution Limited.
Therefore, the Company has no intention to encash the said amount and recorded as long term investment.
Impairment relates to investment in ACI Logistics Limited. ACI Logistics Limited has been loss making since its inception, which led management to make this impairment
provision.
Apex Leathercraft Limited was amalgamated with ACI limited on 3 Dec 2014 by the order of the Honorable High Court Division of Supreme Court of Bangladesh. An extra
ordinary meeting was held on 11 June 2013 to resolve on this merger.
Investment in ACI Salt limited has been increased due to investment in right shares.
9(a).
Consolidated intangible assets
See accounting policy in Note 39(J).
2013
In Taka
Balance as at
1 January
Goodwill on acquisition
49,261,574
Software
37,873,915
114,600
-
37,988,515
37,873,915
Cost
87,135,489
12,497,518
49,261,574
50,371,433
87,135,489
Less: Accumulated amortization
10.
2014
Additions
Retirement
during
and
the year
disposal
12,382,918
49,261,574
Total
Total
12,382,918
49,261,574
12,700,860
4,111,359
-
16,812,219
12,700,860
12,700,860
4,111,359
-
16,812,219
12,700,860
74,434,629
8,386,159
49,261,574
33,559,214
74,434,629
Inventories
See accounting policy in Note 39(H).
In Taka
Note
2014
2013
Raw materials
724,011,984
502,928,357
Packing materials
241,697,100
169,566,009
82,684,794
56,750,090
1,951,960,246
1,774,219,427
115,235,985
198,109,813
Work in process
Finished goods
Goods in transit
Other inventories
Allowance for slow-moving inventory
26,850,950
30,789,189
(181,265,088)
(179,032,543)
2,961,175,971
2,553,330,342
As the Company deals in large number of items which vary in units, item-wise quantity statement of
inventories could not be given.
10(a). Consolidated inventories
See accounting policy in Note 39(H).
In Taka
Raw materials
Note
2014
2013
1,405,695,829
1,316,957,802
Packing materials
365,607,425
272,374,638
Work in process
119,489,712
96,764,330
4,138,079,492
3,546,220,073
223,245,840
318,478,143
Finished goods
Goods in transit
Other inventories
Allowance for slow-moving inventory
136,617,568
109,408,592
(211,390,134)
(271,546,695)
6,177,345,732
5,388,656,883
Annual Report 2014
Page 75
11.
Trade and other receivables
See accounting policy in Note 39(L).
In Taka
Note
2014
2013
11.1
11.2
13,181,414
1,514,068,488
1,527,249,902
(176,732,751)
1,350,517,151
22,239,391
1,628,279,733
1,650,519,124
(71,168,692)
1,579,350,432
11.3
11.4
4,338,996,481
113,059,306
4,452,055,787
4,077,096,197
139,792,927
4,216,889,124
5,802,572,938
5,796,239,556
5,499,381,180
479,924,509
(176,732,751)
5,802,572,938
4,981,183,336
886,224,912
(71,168,692)
5,796,239,556
Trade receivables:
Related parties
Other than related parties
Less: Provision for doubtful debts
Other receivables:
Related party
Other parties
Below six months
Over six months
Provision for doubtful debt
11.1.
Related parties
Dues over
6 months
2014
Dues below
6 months
ACI Formulations Limited
ACI Foods Limited
ACI Motors Limited
-
94,874
18,140
35,207
ACI Logistics Limited
-
In Taka
11.2.
Total
Total
94,874
18,140
35,207
140,156
8,160
14,315
13,033,193 13,033,193
13,181,414 13,181,414
22,076,760
22,239,391
Other than related parties
In Taka
Dues over
6 months
2014
Dues below
6 months
Total
Pharmaceuticals
Animal health
Consumer brands
32,816,911
50,057,398
39,930,444
214,177,365
231,482,509
256,581,667
246,994,276
281,539,907
296,512,111
234,293,910
277,906,066
486,478,165
Seeds
Fertilizer
21,269,644
46,470,148
317,367,269
186,227,081
338,636,913
232,697,229
237,581,051
214,249,959
Cropex
Less: Provision for doubtful debts
Page 76
2013
Annual Report 2014
114,523,754
305,068,299
2013
Total
3,164,298 117,688,052
177,770,582
1,209,000,189 1,514,068,488 1,628,279,733
(176,732,751)
(71,168,692)
1,337,335,737 1,557,111,041
11.3.
Related party
In Taka
Flyban Insecticides Limited
Apex Leathercraft Limited
Computer Technology Limited
Tetley ACI (Bangladesh) Limited
Asian Consumer Care (Pvt.) Limited
ACI Salt Limited
ACI Godrej Agrovet (Pvt. ) Limited
ACI Foods Limited
ACI Edible Oils Limited
ACI Agrochemicals Limited
Stochastic Logic Limited
Premiaflex Plastics Limited
ACI Motors Limited
Creative Communication Limited
ACI Pure Flour Limited
ACI Chemicals Limited
ACI Logistics Limited
ACI Healthcare Limited
Dues over
6 months
1,022,933
30,000
421,249
7,893,516
879,726
2,914,561
241,172
5,475,428
516,260
112,865,221
132,260,066
2014
Dues below
6 months
2013
Total
Total
1,728
1,024,661
1,014,308
99,543,253
30,000
30,000
46,782,069
47,203,318
442,622
7,893,516
8,205,086
379,630,573
379,630,573
354,571,804
879,726
879,726
729,057,993
729,057,993
746,527,424
2,914,561
4,927
246,099
229,202
654,105
6,129,533
8,767,739
196,721,432
196,721,432
210,564,943
60,943,318
60,943,318
39,369,746
12,452,424
12,452,424
10,723,821
10,930,186
10,930,186
44,534,754
3,334,699
3,850,959
2,734,915,043 2,734,915,043 2,508,800,927
31,307,918
144,173,139
42,890,842
4,206,736,415 4,338,996,481 4,077,096,197
At Balance Sheet date, 'Trade and Other Receivables' includes Tk 273 crore receivable from ACI Logistics.
This is the current account balance with ACI Logistics Limited. ACI Limited consciously made this funding to
ACI Logistics as a part of prudent treasury management at Group level. ACI Limited, as a parent company, is
always subject to evaluation at the consolidation level than the company level. So, through this funding ACI
Limited succeeded to minimize its financing cost to a considerable level thus improving the profitability at
Group level. Besides, parent funding helped ACI Logistics to minimize its financing cost.
It is worth to be noted here that ACI Logistics could have borrowed this fund at its own merit while cost of
fund (COF) would have been higher than the parent by almost 200 to 300 basis point. ACI Limited genuinely
believes that this sort of financing should always be explored while there is an opportunity to reduce
financing cost at Group level.
11.4.
Other parties
In Taka
Receivable from Novartis (Bangladesh) Limited
Receivable from Oram Limited
Godrej consumer product advertisement and
promotional fund
Merisant advertisement and promotional fund
Electronics advertisement and promotional fund
Colgate advertisement and promotional fund
Les Laboratories Servier
Transcom Distribution Limited
Receivables from other entities
Dues over
6 months
2,262,050
497,650
3,452,470
14,653
36,369,321
42,596,144
2014
Dues below
6 months
5,493,519
39,516,914
10,823
25,441,906
70,463,162
2013
Total
Total
2,262,050
583,270
2,262,050
497,650
3,452,470
5,493,519
39,516,914
25,476
61,811,227
113,059,306
497,650
1,826,359
5,087,117
193,876
26,890,402
41,278,286
61,173,917
139,792,927
Annual Report 2014
Page 77
11(a).
Consolidated trade and other receivables
See accounting policy in Note 39(L).
In Taka
Trade receivables
Other receivables
Note
11(a).1
11(a).2
Less: Provision for doubtful debts
Below six months
Over six months
Provision for doubtful debt
2014
2013
4,181,700,218
223,350,787
4,405,051,005
(351,712,261)
4,053,338,744
3,897,588,841
183,957,640
4,081,546,481
(185,406,765)
3,896,139,716
3,560,647,669
844,403,336
(351,712,261)
4,053,338,744
2,372,913,673
1,708,632,808
(185,406,765)
3,896,139,716
11(a)1. Consolidated trade receivables
In Taka
ACI Limited
ACI Logistics Limited
ACI Salt Limited
ACI Foods Limited
ACI Pure Flour Limited
Premiaflex Plastics Limited
ACI Motors Limited
Creative Communication Limited
ACI Edible Oils Limited
Less: Provision for doubtful debts
Dues over
6 months
2014
Dues below
6 months
2013
Total
482,784,425 1,844,522,508 2,327,306,933
22,238,218
37,964,413
60,202,631
650,000
27,632,160
28,282,160
25,604,562
10,652,229
36,256,791
7,783,227
90,470,343
98,253,570
56,358,268 345,757,562 402,115,830
180,302,265 1,008,493,213 1,188,795,478
10,288,733
25,923,273
36,212,006
1,097,575
3,177,244
4,274,819
787,107,273 3,394,592,945 4,181,700,218
(351,712,261)
3,829,987,957
Total
2,157,576,360
38,745,325
15,240,268
34,163,915
99,781,313
452,572,176
1,075,425,385
22,618,344
1,465,755
3,897,588,841
(185,406,765)
3,712,182,076
11(a).2 Consolidated other receivables
In Taka
Related party
Other party
Note
11(a).2.1
11(a).2.2
2014
2013
62,136,093
161,214,694
223,350,787
18,325,173
165,632,467
183,957,640
11(a)2.1. Consolidated related party
In Taka
Tetley ACI (Bangladesh) Limited
Asian Consumer Care (Pvt.) Limited
Computer Technology Limited
ACI Godrej Agrovet (Pvt.) Limited
Stochastic Logic Limited
Page 78
Annual Report 2014
Dues over
6 months
421,249
7,893,516
30,000
879,726
5,475,428
14,699,919
2014
Dues below
6 months
46,782,069
654,105
47,436,174
2013
Total
47,203,318
7,893,516
30,000
879,726
6,129,533
62,136,093
Total
442,622
8,205,086
30,000
879,726
8,767,739
18,325,173
11(a).2.2 Other party
In Taka
Note
Debts due over six months
Debts due below six months
12
42,596,144
118,618,550
161,214,694
2013
38,138,304
127,494,163
165,632,467
Advances, deposits and prepayments
In Taka
Note
Advances:
Staff
Suppliers, C&F agents and others
Rent
Bank guarantee margin
VAT current account
Advance for capital expenditure
Advance income tax
12.1
Deposits:
Deposits for utilities
Tender deposits
Prepayments:
Prepaid expenses
12.1
2014
2014
2013
83,342,746
142,303,261
63,259,496
3,580,021
34,907,266
156,444,470
198,436,147
682,273,407
71,637,664
92,925,780
55,570,644
6,368,453
57,055,444
59,550,792
350,013,451
693,122,228
6,195,366
12,059,820
18,255,186
6,855,366
27,273,019
34,128,385
358,584
358,584
700,887,177
750,321
750,321
728,000,934
Advance income tax
In Taka
Note
Balance at 1 January
Paid during the year
Adjustment for amalgamation
Adjustment during the year
Balance at 31 December
2014
350,013,451
280,723,692
3,794,523
(436,095,519)
198,436,147
2013
150,489,441
199,524,010
350,013,451
12(a) Consolidated advances, deposits and prepayments
In Taka
Advances:
Staff
Suppliers, C&F agents and others
Rent
Bank guarantee margin
VAT current account
Advance for capital expenditure
Advance income tax
Deposits:
Deposits for utilities
Tender deposits
Prepayments:
Prepaid expenses
Note
12(a).1
2014
2013
107,123,982
188,456,219
336,142,567
6,949,281
51,030,718
162,175,849
765,744,190
1,617,622,806
92,160,672
101,760,755
248,940,656
6,368,453
61,472,473
96,996,692
793,071,986
1,400,771,687
49,770,589
34,646,032
84,416,621
37,624,578
48,223,224
85,847,802
26,549,285
26,549,285
1,728,588,712
25,136,724
25,136,724
1,511,756,213
Annual Report 2014
Page 79
12(a).1 Consolidated advance income tax
In Taka
Note
Balance at 1 January
Paid during the year
Adjustment during the year
Balance at 31 December
13
2014
793,071,986
537,108,847
(564,436,643)
765,744,190
2013
431,426,787
365,328,481
(3,683,282)
793,071,986
Cash and cash equivalents
See accounting policy in Note 39(L).
In Taka
Note
Cash in hand
Collection in hand
13.1
Cash at banks
13.2
Cash and cash equivalents in the statement of financial position
Bank overdrafts
Cash and cash equivalents in the statement of cash flows
2014
21,450,971
205,840,819
235,233,675
462,525,465
(427,836,789)
34,688,676
2013
18,243,393
115,519,105
250,439,166
384,201,664
(741,441,244)
(357,239,580)
13.1 This represent cash in hand at depots which was collected against cash sales and payment instrument
collected against credit sale at the end of the reporting period.
13.2
Cash at banks
In Taka
Note
Eastern Bank Limited
The Hongkong and Shanghai Banking Corporation Limited
AB Bank Limited
Standard Chartered Bank
Sonali Bank Limited
Janata Bank Limited
One Bank Limited
Commercial Bank of Ceylon Plc.
Jamuna Bank Limited
The City Bank Limited
Dutch-Bangla Bank Limited
BRAC Bank Limited
Mutual Trust Bank Limited
Trust Bank Limited
Mercantile Bank Limited
2014
34,750,398
74,298,765
41,174,551
23,066,121
19,048,246
13,387,553
9,449,323
7,699,356
5,487,088
4,031,690
2,087,250
707,016
44,093
1,425
800
235,233,675
2013
82,654,631
54,776,739
29,889,216
33,698,470
3,857,926
18,430,297
9,935,565
5,736,054
3,978,969
2,942,126
1,409,363
3,129,773
37
250,439,166
13(a) Consolidated cash and cash equivalents
See accounting policy in Note 39(L).
In Taka
Cash in hand
Collection in hand
Cash at banks
Cash and cash equivalents in the consolidated
statement of financial position
Bank overdrafts
Cash and cash equivalents in the consolidated
statement of cash flows
Page 80
Annual Report 2014
Note
13(a).1
2014
2013
59,764,273
502,423,293
404,809,161
31,268,210
376,008,523
394,574,233
966,996,727
(818,454,318)
801,850,966
(1,158,146,135)
148,542,409
(356,295,169)
13(a).1 Cash at banks
In Taka
Note
2014
2013
Eastern Bank Limited
34,994,814
85,019,813
The Hongkong and Shanghai Banking Corporation Limited
83,010,673
65,654,998
AB Bank Limited
61,638,979
51,345,304
Standard Chartered Bank
68,834,270
99,007,077
Sonali Bank Limited
19,547,321
3,857,926
Janata Bank Limited
16,803,386
23,122,944
One Bank Limited
11,931,846
13,998,358
Bangladesh Krishi Bank
9,979
124,509
14,112,061
11,055,879
Jamuna Bank Limited
6,529,331
6,647,321
The City Bank Limited
12,610,894
2,942,269
4,937,023
3,090,566
Pubali Bank Limited
43,152,484
5,188,060
Prime Bank Limited
870,440
3,928
BRAC Bank Limited
10,330,654
8,762,005
Commercial Bank of Ceylon Plc.
Dutch-Bangla Bank Limited
Mutual Trust Bank Limited
9,633,549
National Bank Ltd.
1,503,702
(357,164)
3,665,444
IFIC Bank Limited
4,275
6,575
Trust Bank Limited
1,425
-
Al-Arafah Islami Bank Limited
3,157,562
8,217,975
Agrani Bank Limited
3,054,274
1,232,481
285
127,099
Bank Asia Limited
Mercantile Bank Limited
800
-
404,809,161
14
394,574,233
Share capital
See accounting policy in Note 39(M).
In Taka
Note
In issue at 1 January
Bonus share issued
2014
2013
285,820,824
237,738,330
57,323,537
47,636,804
796,860
445,690
Issued for Zero Coupon Bond
Issued for amalgamation
2,800
-
In issue at 31 December - fully paid
343,944,021
285,820,824
Authorised - par value Tk. 10
500,000,000
500,000,000
Number and percentage of shareholdings:
No. of share
2014
Percentage
Value (Taka)
2013
2014
2013
Directors & sponsors
12,048,813 10,038,279
35.03%
35.03%
120,488,130 100,382,790
Institutions
10,530,284 10,799,816
30.62%
30.62%
105,302,840 107,998,160
11,815,304
34.35%
34.35%
General shareholders
7,743,987
34,394,401 28,582,082 100.00% 100.00%
2014
118,153,051
2013
77,439,874
343,944,021 285,820,824
Annual Report 2014
Page 81
A distribution schedule of the above shares as at 31 December 2014 is given below as required by the
Listing Rules:
Share owning
Less than 500
501
- 5,000
5,001 - 10,000
10,001 - 20,000
20,001 - 30,000
30,001 - 40,000
40,001 - 50,000
50,001 - 100,000
100,001 - 1,000,000
Over
- 1,000,000
15
Number of
shareholders
Percentage
of total
shareholdings
13,559
2,237
169
87
43
22
17
25
22
4
16,185
4.38
9.17
3.59
3.65
3.31
2.25
2.19
5.08
26.35
40.04
100.00
1,507,249
3,153,576
1,234,952
1,255,327
1,136,884
772,304
752,370
1,747,766
9,062,143
13,771,830
34,394,401
Share premium
See accounting policy in Note 39(M).
In Taka
Note
Balance at 1 January
Issued for Zero Coupon Bond
Issued for amalgamation
Balance at 31 December
16
Number
of shares
2014
333,302,465
17,929,350
108,528
351,340,343
2013
321,892,801
11,409,664
333,302,465
Reserves
In Taka
Note
2014
Capital reserve
Revaluation surplus
Available-for-sale reserve
16.1
16.2
16.3
1,671,386
890,868,633
157,326,614
1,049,866,633
2013
1,671,386
892,463,915
111,330,089
1,005,465,390
16.1
Capital reserve
This represents the total grant received from Imperial Chemical Industries plc., London towards the cost of
property, plant and equipment.
16.2
Revaluation surplus
In Taka
Note
Balance at 1 January
Realized during the year
Balance at 31 December
2014
892,463,915
(1,595,282)
890,868,633
2013
894,621,959
(2,158,044)
892,463,915
16.3 Available-for-sale reserve
Page 82
Year
No. of shares
held
2010
2011
2012
2013
2014
706,526
8,478,310
8,478,310
9,326,141
10,258,755
Annual Report 2014
MV of shares
Taka
Cost of
investment
Taka
Movement in
fair value
Taka
500,397,040
292,501,695
184,827,158
152,016,099
203,123,349
28,316,000
28,316,000
28,316,000
28,316,000
28,316,000
472,081,040
264,185,695
156,511,158
123,700,099
174,807,349
Changes in fair
value of AFS
financial assets
Taka
257,970,169
(207,895,345)
(107,674,537)
(32,811,059)
51,107,250
AFS reserve as
at 31 December
Taka
424,872,936
237,767,126
140,860,043
111,330,089
157,326,614
16(a) Consolidated reserves
In Taka
Capital reserve
Revaluation surplus
Available-for-sale reserve
Note
16(a).1
2014
1,671,386
1,261,604,011
157,207,448
1,420,482,845
2013
1,671,386
1,511,620,310
111,330,089
1,624,621,785
16(a).1 Consolidated revaluation surplus
In Taka
Note
Balance at 1 January
Realized during the year
Balance at 31 December
17
2013
1,511,620,310
(250,016,299)
1,261,604,011
1,513,778,354
(2,158,044)
1,511,620,310
2014
2013
Employee benefits
In Taka
Staff gratuity provision
Other long term employee benefits
17.1
2014
Note
17.1
358,552,986
83,305,777
441,858,763
278,792,990
61,871,777
340,664,767
Staff gratuity provision
In Taka
Note
Balance at 1 January
Provision made during the year
Paid during the year
Balance at 31 December
2014
278,792,990
91,297,922
(11,537,926)
358,552,986
2013
225,633,571
66,384,170
(13,224,751)
278,792,990
17(a) Consolidated employee benefits
In Taka
Note
Staff gratuity provision
Other long term employee benefits
18
368,132,039
87,865,688
455,997,727
Employees group insurance fund
Obligation under finance lease
Long term bank loans
ACI 20% Convertible Zero Coupon Bonds (ZCBs)
287,420,069
65,681,688
353,101,757
Note
18.1
18.2
2014
400,000
1,100,850
54,613,313
56,114,163
2013
400,000
2,137,153
275,501,644
241,750,570
519,789,367
Obligation under finance lease
In Taka
Note
Balance at 1 January
Paid during the year
Balance at 31 December
18.2
2013
Other non-current liabilities
In Taka
18.1
2014
2014
2,137,153
(1,036,303)
1,100,850
2013
3,025,537
(888,384)
2,137,153
Long term bank loans
In Taka
IPDC Bangladesh Limited
Eastern Bank Limited
AB Bank Limited
Note
2014
17,623,977
36,989,336
54,613,313
2013
78,471,244
49,642,466
147,387,934
275,501,644
Annual Report 2014
Page 83
18(a) Consolidated other non-current liabilities
In Taka
Employees group insurance fund
Obligation under finance lease
Long term bank loans
ACI 20% Convertible Zero Coupon Bonds (ZCBs)
Note
18(a).1
2014
400,000
8,418,873
1,042,773,576
1,051,592,449
2013
400,000
22,129,083
1,378,771,429
241,750,570
1,643,051,082
18(a).1 Consolidated long term bank loans
In Taka
Note
The Hongkong and Shanghai Banking Corporation Limited
IPDC Bangladesh Limited
Bank Al-Arafah Limited
AB Bank Limited
Eastern Bank Limited
Bank Asia Limited
National Bank Limited
Prime Bank Limited
Jamuna Bank Limited
The City Bank Limited
Trust Bank Limited
Loan from SEAF Bangladesh Agriventures Limited
19
66,326,394
17,623,977
61,125,555
206,842,347
162,818,600
2,182,706
38,491,745
177,699,640
82,527,047
197,135,565
30,000,000
1,042,773,576
2013
220,369,311
78,471,244
147,387,934
100,924,423
101,760,336
12,630,636
3,678,183
563,549,362
150,000,000
1,378,771,429
Deferred tax liabilities
See accounting policy in Note 39(F).
In Taka
Note
Balance at 1 January
Deferred tax (income)/expense recognised through profit or loss
Deferred tax (income)/expense recognised through other comprehensive income
Balance at 31 December
In Taka
At 31 December 2014
Property, plant and equipment
Land
Provision for inventory
Provision for trade receivables
Impairment for investment
Provision for gratuity
Provision for available for sale reserve
Taxable/(Deductible) temporary differences
Carrying
amount on
reporting date
1,922,338,342
1,475,533,898
181,265,088
176,732,751
150,000,000
358,552,986
174,807,351
4,439,230,416
Applicable tax rate for land
Applicable tax rate for available for sale reserve
Applicable tax rate for other than land and available for sale reserve
Deferred tax liabilities
Page 84
2014
Annual Report 2014
2014
2013
94,711,720
(37,079,047)
5,110,725
62,743,398
106,310,663
(8,317,837)
(3,281,106)
94,711,720
Tax base
Taxable/
(deductible)
temporary
difference
1,105,819,128
1,105,819,128
816,519,214
1,475,533,898
(181,265,088)
(176,732,751)
(150,000,000)
(358,552,986)
(174,807,351)
1,250,694,936
4%
10%
27.50%
62,743,398
In Taka
At 31 December 2013
Property, plant and equipment
Provision for inventory
Provision for trade receivables
Provision for gratuity
Provision for available for sale reserve
Taxable/(Deductible) temporary differences
Carrying
amount on
reporting date
1,627,208,458
179,032,543
71,168,692
278,792,990
123,700,098
2,279,902,781
Tax base
Taxable/
(deductible)
temporary
difference
884,027,947
884,027,947
743,180,511
(179,032,543)
(71,168,692)
(278,792,990)
(123,700,098)
214,186,286
Applicable tax rate for land
Applicable tax rate for available for sale reserve
Applicable tax rate for other than land and available for sale reserve
Deferred tax liabilities
20
4%
10%
27.50%
94,711,720
Bank overdraft
In Taka
Note
Standard Chartered Bank
Commercial Bank of Ceylon Plc.
The Hongkong and Shanghai Banking Corporation Limited
Citibank, N.A.
Mercantile Bank Limited
The City Bank Limited
Eastern Bank Limited
Bank Alfalah Limited
BRAC Bank Limited
AB Bank Limited
The Premier Bank Limited
Pubali Bank Limited
National Credit and Commerce Bank Limited
Dutch-Bangla Bank Limited
United Commercial Bank Limited
One Bank Limited
2014
177,948,920
10,866,195
24,569
27,013,225
14,925,493
75,185,182
18,037,241
13,066,463
1,031,151
30,284,968
195,222
35,765,668
23,492,492
427,836,789
2013
114,146,754
133,020,007
15,506,558
5,000
69,518
96,956,965
42,294,708
10,269,038
100,862,891
9,382,182
20,542,652
194,374,060
4,010,911
741,441,244
20(a) Consolidated bank overdraft
In Taka
Standard Chartered Bank
Commercial Bank of Ceylon Plc.
The Hongkong and Shanghai Banking Corporation Limited
Citibank, N.A.
The City Bank Limited
Mercantile Bank Limited
Eastern Bank Limited
Bank Alfalah Limited
BRAC Bank Limited
AB Bank Limited
Prime Bank Limited
National Bank Limited
The Premier Bank Limited
Bank Asia Limited
Dutch-Bangla Bank Limited
One Bank Limited
Pubali Bank Limited
United Commercial Bank Limited
National Credit and Commerce Bank Limited
Note
2014
220,973,803
19,525,706
15,648,920
27,013,225
72,965,209
75,185,182
26,331,230
14,052,091
69,325,223
13,066,463
4,769,410
25,216,420
23,492,492
96,899,061
83,704,915
30,284,968
818,454,318
2013
150,164,167
152,439,910
110,452,565
10,000
96,956,965
69,518
55,045,423
10,269,038
100,862,891
9,383,757
73,620,310
65,741,380
1,356,505
6,473,652
130,925,994
194,374,060
1,158,146,135
Annual Report 2014
Page 85
21
21.1
Loans and borrowings
In Taka
Note
2014
Short term loan
21.1
5,572,662,756
Current portion of long term loan
21.2
4,677,922,468
343,908,273
381,968,026
5,916,571,029
5,059,890,494
Short term loan
In Taka
Note
2014
2013
Standard Chartered Bank
866,582,461
400,375,734
Commercial Bank of Ceylon Plc.
668,788,400
533,674,000
The Hongkong and Shanghai Banking Corporation Limited
241,586,638
327,148,470
34,772,743
39,968,399
983,671,675
40,646,652
Eastern Bank Limited
1,591,250,431
2,056,158,719
BRAC Bank Limited
1,027,198,064
532,168,038
AB Bank Limited
The City Bank Limited
One Bank Limited
Dutch Bangla Bank Limited
20,915,922
-
3,497,282
83,313,447
Pubali Bank Limited
-
239,833
Jamuna Bank Limited
-
400,000,000
15,770,510
-
United Commercial Bank Limited
The Premier Bank Limited
Bank Alfalah Limited
21.2
2013
310,477
-
118,318,153
264,229,176
5,572,662,756
4,677,922,468
Current portion of long term loan
In Taka
Note
IPDC Bangladesh Limited
2014
63,312,710
59,995,145
-
46,051,710
1,036,304
888,386
AB Bank Limited
Current portion of obligation under finance lease
Eastern Bank Limited
ACI 20% Convertible Zero Coupon Bonds
2013
16,869,909
15,932,847
262,689,350
259,099,938
343,908,273
381,968,026
21(a) Consolidated loans and borrowings
In Taka
Page 86
Note
2014
Short term loan
21(a).1
10,319,229,675
7,996,384,252
Current portion of long term loan
21(a).2
875,918,287
1,095,778,627
11,195,147,962
9,092,162,879
Annual Report 2014
2013
21(a).1 Consolidated short term loan
In Taka
Note
Standard Chartered Bank
2014
2013
1,090,818,463
638,622,006
Commercial Bank of Ceylon Plc.
921,497,957
900,927,000
The Hongkong and Shanghai Banking Corporation Limited
578,560,934
776,072,386
34,772,743
39,968,399
AB Bank Limited
The City Bank Limited
Eastern Bank Limited
Bank Alfalah Limited
Bank Asia Limited
992,481,153
40,646,652
1,732,624,288
2,661,133,805
118,318,153
264,229,176
12,846,982
18,091,963
5,378,582
167,727,535
National Bank Limited
155,112,324
150,000,000
Jamuna Bank Limited
644,916,365
581,903,169
Al- Arafah Islami Bank Limited
203,766,663
116,189,503
Dutch Bangla Bank Limited
BRAC Bank Limited
1,029,713,168
547,591,516
Foreign Trade Loan
730,773,384
352,584,041
One Bank Limited
218,590,923
177,778
Prime Bank Limited
234,244,047
-
Pubali Bank Limited
398,537,600
345,811,981
310,477
-
167,196,260
-
The Premier Bank Limited
United Commercial Bank Limited
Trust Bank Limited
1,048,769,209
394,707,342
10,319,229,675
7,996,384,252
21(a).2 Consolidated current portion of long term loan
In Taka
Note
The Hongkong and Shanghai Banking Corporation Limited
The City Bank Limited
Dhaka Bank Limited
2014
2013
105,980,293
178,967,481
23,163,200
-
-
26,965,550
National Bank Limited
21,616,980
44,431,920
Eastern Bank Limited
41,980,976
139,951,656
Jamuna Bank Limited
56,885,321
156,964,326
Bank Asia Limited
74,035,005
71,759,266
Prime Bank Limited
66,324,921
27,360,000
IPDC Bangladesh Limited
63,312,710
59,995,145
Al-Arafah Islami Bank Limited
20,113,730
14,908,833
AB Bank Limited
-
46,051,710
Trust Bank Limited
66,112,459
57,684,155
Loan from SEAF
60,000,000
-
Current portion of obligation under finance lease
ACI 20% Convertible Zero Coupon Bonds
13,703,342
11,638,647
262,689,350
259,099,938
875,918,287
1,095,778,627
Annual Report 2014
Page 87
Facility arrangement for bank overdraft, short term bank loan and term loan is as follows:
In Taka
Name of the bank
Overdraft
limits
Short-term Long-term loan Revolving Trust
facilities limits
limits
Receipt Limit/ Bank guarantee
Letter of credit
AB Bank Limited
30,000,000
65,000,000
Bank Alfalah Limited
120,000,000
100,000,000
Bank Asia Limited
15,000,000
BRAC Bank limited
60,000,000
550,000,000
Commercial Bank of Ceylon 130,000,000
300,000,000
Dutch Bangla Bank Limited 150,000,000
Eastern Bank Limited
40,000,000 2,000,000,000
The Hongkong and Shanghai
Banking Corporation Limited 30,000,000
Mercantile Bank Limited
65,000,000
One Bank Limited
100,000,000
500,000,000
Standard Chartered Bank
100,000,000
600,000,000
The City Bank Limited
200,000,000
900,000,000
Pubali Bank Limited
1,000,000
NCC Bank Limited
1,000,000,000
Premier Bank Limited
400,000,000
United Commercial Bank
50,000,000
Trust Bank Limited
-
200,000,000
200,000,000
-
200,000,000
180,000,000
200,000,000
800,000,000
300,000,000
500,000,000
760,000,000
20,000,000
10,000,000
10,000,000
590,000,000
200,000,000
300,000,000
600,000,000
390,000,000
500,000,000
750,000,000
500,000,000
250,000,000
10,000,000
20,000,000
10,000,000
10,000,000
-
Securities for the facilities mentioned above are as below:
a) Demand promissory notes for BDT 3,307.69 million.
b) Registered hypothecation over inventories and accounts receivables on pari-passu basis for BDT
8,150 million.
c) Registered hypothecation over plant and machinery on pari-passu basis for BDT 2,102.5 million.
d) Corporate guarantee issued to AB Bank Limited by ACI Formulations Limited, ACI Pure Flour and
ACI Salt Limited.
e) Corporate guarantee issued to Bank Asia Limited by ACI Motors Limited and ACI Foods Limited.
f) Corporate guarantee issued to Dutch Bangla Bank Limited by ACI Salt Limited, ACI Foods Ltd.
ACI Motors Limited and Premiaflex Plastics Ltd.
g) Corporate guarantee issued to Dutch Bangla Bank Limited by ACI Salt Limited, ACI Motors
Limited.
h) Corporate guarantee issued to The Premier Bank Limited by ACI Salt Limited.
i) Post dated Cheque to NCC Bank Ltd. from SCB & Premier Bank Ltd. covering total overdraft limit
BDT 1000 million.
Facility for ACI 20% zero coupon bonds are as below:
ACI 20% Convertible Zero Coupon Bonds (Note: 21.2)
Issue Price
Face value
Purpose
Tenure
Repayment
Redemption
Conversion
Conversion
:
:
:
:
:
:
BDT 1,000,017,310
BDT 1,335,850,000
For project financing and repaying existing debts.
5 years
From sales proceeds
At maturity of each respective bond, redemption will be made in cash to the extent of
80% and rest 20% is eligible for convertible option.
: Net Assets Value (NAV) per share as per last annual audited financial statements
multiplied by 1.1 strike price
: 20% of the redemption value of the Zero Coupon Bonds at each maturity value
Securities for the facility mentioned above are as follows:
i) The bonds are subordinated to the bank liabilities.
ii) Post dated cheques equivalent to the total face value of the ZCBs.
Page 88
Annual Report 2014
22
22.1
Trade and other payables
See accounting policy in Note 39(L).
In Taka
Note
2014
Trade payables
Inter company payables
Other payables
22.1
22.2
22.3
362,330,430
137,299,218
1,124,527,430
1,624,157,078
Note
2014
Related parties:
ACI Formulations Limited
Premiaflex Plastics Limited
ACI Salt Limited
ACI Foods Limited
Other than related parties:
Image Printing And Packages Limited
Globe Drugs Limited
Quality Plastic Industry Limited
D M International Limited
Padma Lamitube Limited
Padma Blowing Limited
JMS Glass Industries Limited
Siddique Plastic Industries Limited
The Bengal Glass Works Limited
Moni Printers And Packages Limited
Others
2013
5,929,521
9,200,687
40,250
16,668
15,187,126
7,777,522
2,797,774
21,288
10,596,584
9,521,794
8,079,375
4,354,570
4,116,496
3,382,897
3,153,458
3,109,630
3,034,407
2,653,918
2,458,079
303,278,680
347,143,304
362,330,430
4,958,049
7,245,000
2,133,135
2,189,903
3,491,980
4,482,141
1,601,661
4,382,765
4,335,755
1,865,030
401,505,891
438,191,310
448,787,894
Inter company payables
In Taka
Note
ACI Formulations Limited
ACI Edible Oils Limited
22.3
448,787,894
364,070,950
1,020,668,516
1,833,527,360
Trade payables
In Taka
22.2
2013
2014
137,299,218
137,299,218
2013
363,250,594
820,356
364,070,950
Other payables
In Taka
Accruals
Advance from customers
Security money received from customers
Workers' profit participation fund
Unclaimed dividend
Tax and VAT deducted at source
Employees welfare fund
Rights share deposit to be refunded
Family day fund
Non-management staff provident fund
Unclaimed refund warrant - Zero Coupon Bonds
Payable for redemption of Zero Coupon Bonds
Management staff provident fund
Laser advertisement and promotional fund
Electronics advertisement and promotional fund
Note
22.3.1
2014
397,491,322
17,264,384
191,209,253
286,233,804
52,429,105
16,740,378
128,675,434
563,723
4,020,643
2,642,111
3,647,450
15,464,555
6,680,254
310,595
1,154,419
1,124,527,430
2013
352,647,614
9,889,425
205,395,300
231,680,915
44,771,201
21,596,912
122,826,050
563,723
4,107,269
2,734,630
3,647,450
13,810,873
3,892,749
3,104,405
1,020,668,516
Annual Report 2014
Page 89
22.3.1
Workers' profit participation fund
In Taka
Note
Balance at 1 January
Addition during the year
Interest accrued during the year
Paid during the year
Balance at 31 December
22(a)
2014
2013
231,680,915
66,941,575
24,389,086
(36,777,772)
286,233,804
185,846,613
53,384,874
19,796,251
(27,346,823)
231,680,915
2014
2013
Consolidated trade and other payables
See accounting policy in Note 39(L).
In Taka
Trade payables
Other payables
Note
22(a).1
1,455,828,049
1,554,356,341
3,010,184,390
1,229,778,407
1,450,145,216
2,679,923,623
22(a).1 Other payables
In Taka
Accruals
Advance from customers
Security money received from customers
Workers' profit participation fund
Unclaimed dividend
Provident fund
Tax and VAT deducted at source
Employees welfare fund
Rights share deposit to be refunded
Family day fund
Non-management staff provident fund
Unclaimed refund warrant - Zero Coupon Bonds
Payable for redemption of Zero Coupon Bonds
Creditors for capital expenditure
Laser advertisement and promotional fund
Electronics advertisement and promotional fund
Note
22(a).1.1
2014
735,448,448
16,606,527
204,731,612
322,711,221
60,162,921
6,680,254
37,557,078
133,252,614
563,723
4,020,643
2,642,111
3,647,450
15,464,555
9,402,170
310,595
1,154,419
1,554,356,341
2013
657,639,513
2,781,100
252,783,510
295,109,696
46,825,800
3,892,749
31,518,448
122,826,050
563,723
4,107,269
2,734,630
3,647,450
13,810,873
8,800,000
3,104,405
1,450,145,216
22(a).1.1 Workers' profit participation fund
In Taka
Note
Balance at 1 January
Addition during the year
Interest accrued during the year
Paid during the year
Balance at 31 December
23
2013
295,109,696
97,899,765
26,956,279
(97,254,519)
322,711,221
234,141,220
77,151,122
19,796,251
(35,978,897)
295,109,696
2014
2013
Provision for tax
See accounting policy in Note 39(F).
In Taka
Balance at 1 January
Provision made during the year
Adjustment for amalgamation
Adjustment on completion of assessment for prior years
Balance at 31 December
Page 90
2014
Annual Report 2014
Note
466,635,771
358,255,364
1,430,545
(436,095,519)
390,226,161
208,193,234
258,442,537
466,635,771
23(a) Consolidated provision for tax
See accounting policy in Note 39(F).
In Taka
Note
2014
Balance at 1 January
872,345,959
405,999,710
Provision made during the year
621,295,570
470,029,531
Adjustment for amalgamation
-
Adjustment on completion of assessment for prior years
(571,631,558)
Balance at 31 December
24
2013
922,009,971
(3,683,282)
872,345,959
Revenue
See accounting policy in Note 39(B).
In Taka
Note
Pharmaceuticals
24.1
2014
2013
5,744,012,657
4,975,668,245
Animal Health
1,669,138,273
1,271,620,170
Consumer brands
3,590,229,865
3,350,515,901
Seeds (Local)
378,897,032
Seeds (Import)
167,004,135
365,547,389
84,979,986
Fertilizer
490,736,885
377,719,065
Cropex
278,704,343
257,549,956
12,318,723,190
10,683,600,712
Revenue is presented as net of discount, volume rebate and VAT.
24.1
Pharmaceuticals
Pharmaceuticals turnover includes sales of the following in units :
Name of units
Quantity
2014
2013
Tablets
Pc
15,765,298
14,861,505
Capsules
Pc
4,230,243
3,764,771
Injection
Pc
4,859,101
4,531,036
Bottled products
Pc
24,586,658
22,310,616
Creams
Pc
5,826,452
4,868,931
468,831
488,029
Inhaler
24(a) Consolidated revenue
See accounting policy in Note 39(B).
In Taka
Note
2014
2013
Gross sales
27,493,678,428
23,558,501,309
Inter-company sales
(1,671,710,842)
(1,391,079,578)
25,821,967,586
22,167,421,731
Revenue is presented as net of discount, volume rebate and VAT.
Annual Report 2014
Page 91
Page 92
Annual Report 2014
Opening stock
Purchase
Manufacturing expenses
Closing stock
In Taka
25(a)Consolidated cost of goods sold
Raw and packing materials:
Opening stock
Purchase
Closing stock
In Taka
Cost of materials consumed
Note
455,540,173
2,135,150,833
(659,950,039)
1,930,740,967
Pharmaceuticals
1,930,740,967
539,780,937
112,104,108
(43,081,884)
2,539,544,128
36,313,417
(42,051,181)
(5,737,764)
2,533,806,364
25.1.1
Pharmaceuticals
288,430,888
2,533,806,364
76,516,665
2,898,753,917
(307,066,094)
(197,934,274)
2,393,753,549
Pharmaceuticals
Note
25.1
Note
Cost of materials consumed
25.1.1
Manufacturing expenses
26
Quality control and development expenses
26
Cost of samples, product bonus and stock write off
Cost of production
Work in process as at 1 January
Work in process as at 31 December
Taka
25.1 Cost of goods manufactured
Stock of finished goods as at 1 January
Cost of goods manufactured
Finished goods purchased
Cost of finished goods available for sale
Stock of finished goods as at 31 December
Inter business adjustment
In Taka
25. Cost of sales
80,327,870
135,200,502
(74,508,712)
141,019,660
Animal
Health
141,019,660
68,479,209
(17,108,725)
192,390,144
6,952,615
(4,168,296)
2,784,319
195,174,463
Animal
Health
459,307,583
195,174,463
1,095,922,462
1,750,404,508
(672,852,853)
64,178,570
1,141,730,225
Animal
Health
Seeds
2014
15,701,405
36,039,252
(16,481,308)
35,259,349
Seeds
35,259,349
37,251,512
7,586,298
80,097,159
13,484,058
(36,465,317)
(22,981,259)
57,115,900
Seeds
2014
115,428,794
57,115,900
336,218,498
508,763,192
(167,931,686)
340,831,506
2014
71,251,002
454,653,441
(113,656,575)
412,247,868
Consumer
brands
412,247,868
68,255,197
70,047,738
550,550,803
550,550,803
Consumer
brands
848,117,700
550,550,803
1,874,525,499
3,273,194,002
(743,215,885)
133,755,704
2,663,733,821
Consumer
brands
49,673,915
382,615,556
(101,112,449)
331,177,022
Fertilizer
331,177,022
10,100,176
590,990
341,868,188
341,868,188
Fertilizer
62,934,462
341,868,188
871,935
405,674,585
(60,893,728)
344,780,857
Fertilizer
Total
Cropex
Cropex
-
-
5,270,020,265
17,018,000,892
1,583,774,130
(6,100,638,139)
17,771,157,148
2014
672,494,365
3,143,659,584
(965,709,083)
2,850,444,866
Total
2,850,444,866
723,867,031
112,104,108
18,034,417
3,704,450,422
56,750,090
(82,684,794)
(25,934,704)
3,678,515,718
Total
- 1,774,219,427
- 3,678,515,718
263,051,476 3,647,106,535
263,051,476 9,099,841,680
- (1,951,960,246)
263,051,476 7,147,881,434
Cropex
4,335,041,774
15,107,125,967
1,409,951,007
(5,282,274,600)
15,569,844,148
2013
633,915,140
2,676,835,230
(672,494,365)
2,638,256,005
Total
2013
2,638,256,005
614,857,326
91,282,947
(90,024,012)
3,254,372,266
55,334,309
(56,750,090)
(1,415,781)
3,252,956,485
Total
2013
1,411,884,326
3,252,956,485
3,535,448,764
8,200,289,575
(1,774,219,427)
6,426,070,148
Total
2013
Annual Report 2014
Page 93
(a) Administrative expenses
(b) Distribution expenses
(c) Selling expenses
In Taka
Salary and wages
Traveling and conveyance
Rent and rates
Repair and maintenance
Fuel and power
Postage
Printing and stationery
Promotional expenses
Entertainment
Vehicle maintenance
Bad debts
Truck and handling
Legal and professional charges
Audit fees
Insurance
Directors' fees
Bank charges
Sundry expenses
Product development expenses
Training expenses
Depreciation
Amortisation
Lab chemical and apparatus
Meeting expenses
Share department expenses
Export expenses
ISO/TQM related expenses
Market research
Corporate Social Responsibility expenses
In Taka
Allocation of expenses
219,566,303
7,926,946
12,268,330
5,819,352
5,278,711
7,949,311
5,022,631
18,291,320
6,750,933
6,656,370
7,457,553
500,000
1,019,277
20,250
737,117
13,895,815
518,932
2,513,563
1,321,440
457,047
1,940,183
325,911,384
Administrative
expenses
115,922,391
87,071,850
27,829,119
5,337,463
6,361,233
2,219,440
14,931,107
4,925,468
51,478,905
91,148,195
38,590
7,688,418
1,984,896
285,660
305,641
17,842,504
15,482
435,386,362
Distribution
expenses
Administrative expenses
Distribution expenses
Selling expenses
In Taka
26(a) Consolidated administrative, selling and distribution expenses
26
227,149,414
3,007,096
56,216,029
57,539,503
184,379,283
1,575,981
3,446,029
159,026
4,714,973
3,198,709
6,995,191
7,152,845
7,650
74,575
38,354
163,368,742
14,000
4,599,224
9,799
125,481
95,127
723,867,031
Manufacturing
expenses
2014
67,959,159
731,084
7,656,939
6,729,970
166,369
744,787
306,275
1,163,975
14,265
282,371
290,201
135,522
14,490,267
11,432,924
112,104,108
QC and
development
expenses
1,031,486,899
304,515,467
46,113,307
11,023,362
9,579,672
25,642,668
16,463,865
859,072,387
4,060,814
31,718,754
115,886,216
85,721,785
3,388,552
8,284,770
6,836,166
25,110,102
24,597,096
50,548,630
115,000
27,464,240
8,244,879
79,200
10,940,473
2,706,894,304
Selling
expenses
Total
904,747,657
657,251,355
4,114,682,451
5,676,681,463
2014
325,911,384
435,386,362
2,706,894,304
3,468,192,050
2014
1,662,084,166
403,252,443
142,426,785
87,376,619
212,328,869
37,553,769
40,608,419
877,522,733
20,758,463
94,216,713
115,886,216
183,879,436
10,884,695
500,000
24,427,681
20,250
8,821,062
293,310
25,474,878
25,813,730
260,145,958
647,932
16,032,148
30,003,084
1,321,440
8,244,879
661,728
10,940,473
2,035,310
4,304,163,189
626,861,633
639,230,081
3,488,755,072
4,754,846,786
2013
276,224,476
381,621,679
2,373,801,777
3,031,647,932
2013
1,444,651,020
364,072,220
144,233,065
54,903,211
164,695,224
29,979,576
36,345,733
863,766,887
18,958,700
90,968,630
28,818,195
157,037,573
6,875,904
450,000
22,590,387
21,526
8,344,277
549,938
15,300,327
7,121,157
224,427,369
583,432
14,660,040
24,991,244
902,199
4,639,151
701,849
5,491,976
1,707,396
3,737,788,206
Total
2013
27
Other income
In Taka
Note
Service charges
Dividend received
Rental income
Proceeds from sale of fixed assets
Gain/(loss) from foreign currency translations
Proceeds from scrap sale
Miscellaneous income
2014
4,122,794
63,021,168
1,807,000
2,769,410
1,705,037
7,258,369
1,898,846
82,582,624
2013
1,905,190
63,021,166
2,388,000
56,294,280
544,059
6,800,094
6,638,459
137,591,248
27(a) Consolidated other income
In Taka
Note
Service charges
Dividend received
Rental income
Sale proceeds of scrap and used bags
Gain/(loss) from foreign currency translations
Commission income
Proceeds from sale of fixed assets
Miscellaneous income
28
2014
4,122,794
2,855,905
23,131,821
37,625,691
1,705,037
9,041,812
2,769,410
2,779,411
84,031,881
2013
1,905,190
2,855,904
6,194,672
39,365,862
544,059
5,416,975
1,243,653
6,806,707
64,333,022
Net finance costs
In Taka
Note
Bank loan
Employee welfare fund
Finance lease
Security deposits
Workers' profit participation fund
ACI 20% Zero Coupon Bonds
Other funds/borrowings
2014
210,562,823
15,687,235
407,603
16,037,409
24,389,086
29,252,922
63,751
296,400,829
2013
199,782,600
13,085,490
534,407
10,583,375
19,796,251
51,889,132
105,145
295,776,400
28(a) Consolidated Net Finance costs
In Taka
Bank loan
Employee welfare fund
Finance lease
Security deposits
Workers' profit participation fund
ACI 20% Zero Coupon Bonds
Other funds/borrowings
Finance costs
Page 94
Annual Report 2014
Note
2014
1,311,227,092
15,687,235
4,697,201
16,037,409
24,389,086
29,252,922
63,751
1,401,354,696
2013
1,224,882,643
13,085,490
6,472,354
10,583,375
19,796,251
51,889,132
105,145
1,326,814,390
29
Income tax expense
See accounting policy in Note 39(F).
In Taka
Note
Current tax expense
Current year
Adjustment for prior years
Deferred tax expense/(income)
Change in deferred tax liabilities
Tax expense/(income)
2014
2013
358,255,364
358,255,364
258,442,537
258,442,537
(37,079,047)
(37,079,047)
321,176,317
(8,317,837)
(8,317,837)
250,124,700
2014
2013
29(a) Consolidated income tax expense
In Taka
Current tax expense
Current year
Adjustment for prior years
Note
Deferred tax expense/(income)
Change in deferred tax liabilities
Tax expense/(income)
619,894,364
619,894,364
470,029,531
470,029,531
(39,978,849)
(39,978,849)
579,915,515
(13,314,265)
(13,314,265)
456,715,266
30
Earnings per share
See accounting policy in Note 39(S).
30.1
Basic earnings per share
The calculation of basic earnings per share based on the profit attributable to ordinary shareholders
and weighted average number of ordinary shares outstanding is as follows:
In Taka
Note
Profit(loss) attributable to ordinary shareholders
Weighted average number of ordinary shares at 31 December
Earnings per share (Taka)
2014
950,713,609
34,380,864
27.65
2013
764,187,906
34,307,008
22.27
30(a) Consolidated earnings per share
See accounting policy in Note 39(S).
30(a).1 Consolidated basic earnings per share
The calculation of basic earnings per share based on the profit attributable to ordinary shareholders
and weighted average number of ordinary shares outstanding is as follows:
In Taka
Note
Profit(loss) attributable to ordinary shareholders (Taka)
Weighted average number of ordinary shares at 31 December
Earnings per share (Taka)
2014
573,451,642
34,380,864
16.68
2013
203,681,693
34,307,008
5.94
Annual Report 2014
Page 95
30.2
Diluted earnings per share
The calculation of diluted earnings per share for the year 31 December is as follows:
In Taka
Note
Attributable profit for basic earnings per share
Interest savings for conversion of bond into equity
Adjusted profit for diluted earnings per share
Weighted average number of shares for basic earnings per share
Incremental number of shares from conversion
Weighted average number of ordinary shares at 31 December
Diluted earnings per share (Taka)
2014
2013
950,713,609
677,944
951,391,553
764,187,906
6,779,439
770,967,345
34,380,864
246,884
34,627,748
27.47
34,307,008
455,283
34,762,291
22.18
30(a).2 Consolidated Diluted earnings per share
In Taka
Note
Attributable profit for basic earnings per share
Interest savings for conversion of bond into equity
Adjusted profit for diluted earnings per share
Weighted average number of shares for basic earnings per share
Incremental number of shares from conversion
Weighted average number of ordinary shares at 31 December
Diluted earnings per share (Taka)
2014
2013
573,451,642
677,944
574,129,586
203,681,693
6,779,439
210,461,132
34,380,864
246,884
34,627,749
16.58
34,307,008
455,283
34,762,291
6.05
The Group’s diluted and basic EPS for the year 2013 is Taka 6.05 and Taka 5.94 respectively. Since the
diluted EPS is higher than the basic EPS, the effect of dilution has created anti-dilution. So, in the
group level, basic and diluted EPS for the year 2013 are same i.e. Taka 5.94.
31
Financial risk management
The Company has exposure to the following risks arising from financial instruments:
■
Credit risk (see (ii))
■
Liquidity risk (see (iii))
■
Market risk (see (iv))
(i) Risk management framework
The Company's management has overall responsibility for the establishment and oversight of the
Company's risk management framework. The Company’s risk management policies are established to
identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to
monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly
to reflect changes in market conditions and the Company’s activities. The Company, through its
training and management standards and procedures, aims to maintain a disciplined and constructive
control environment in which all employees understand their roles and obligations.
(ii) 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.
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each
customer. However, management also considers the factors that may influence the credit risk of its
customer base, including the default risk of the industry and country in which customers operate.
The maximum exposure to credit risk is represented by the carrying amount of each financial asset in
the statement of financial position.
Page 96
Annual Report 2014
(a) Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum
exposure to credit risk at the reporting date was:
Carrying amount
In Taka
Note
2014
Trade receivables*
Other receivables
Tender deposits
Cash and cash equivalents
11(a)
11(a)
12(a)
13(a)
3,625,256,345
223,350,787
34,646,032
966,996,727
1,224,993,546
2013
3,507,450,464
183,957,640
48,223,224
801,850,966
1,034,031,830
* Trade receivables is net off of security money in Note 22(a).1.
At 31 December, the maximum exposure to credit risk for trade and other receivables by geographic
regions was as follows:
Carrying amount
In Taka
Note
2014
Domestic
Foreign receivable
11(a)
11(a)
3,753,613,811
94,993,321
3,848,607,132
2013
3,618,438,160
72,969,944
3,691,408,104
(b) Impairment
The aging of trade receivables that were not impaired was as follows:
Carrying amount
In Taka
Dues below 6 months
Dues over 6 months
2014
3,394,592,945
787,107,273
4,181,700,218
2013
2,228,004,063
1,699,639,653
3,927,643,716
The movement in the allowance for impairment in respect of trade receivables during the year was as
follows:
In Taka
Balance at 1 January
Impairment loss recognised
Balance at 31 December
2014
185,406,765
166,305,496
351,712,261
2013
130,691,599
54,715,166
185,406,765
Annual Report 2014
Page 97
Page 98
Annual Report 2014
Derivative financial liabilities
Bank overdraft
Trade and other payables
Finance lease liabilities
16,082,479,118
16,074,979,119
818,454,318
16,082,479,118
818,454,318
3,017,684,389
22,122,215
262,689,350
1,042,773,576
10,918,755,270
Total
16,074,979,119
3,010,184,390
22,122,215
262,689,350
1,042,773,576
ACI 20% Convertible Zero Coupon Bonds
10,918,755,270
amount
Long term interest bearing loans
Note
Short term interest bearing loans
Non-derivative financial liabilities:
In Taka
Carrying
-
-
-
-
3,631,407,095
-
3,631,407,095
818,454,318
2,812,952,777
or less
2 months
11,189,863,493
-
11,189,863,493
-
8,418,873
262,689,350
-
10,918,755,270
2-12 months
1-5
years
-
1,261,208,530
-
1,261,208,530
-
204,731,612
13,703,342
-
1,042,773,576
Contractual cash flows
5 years
More than
-
-
-
-
-
-
-
-
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated
interest payments and exclude the impact of netting agreements.
Exposure to liquidity risk
The Company aims to maintain the level of its cash and cash equivalents and other investments at amounts in excess of expected cash outflows on financial liabilities.
The Company also monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows on trade and other payables.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash
or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when
they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
Liquidity risk
31 December 2014
(iii)
Annual Report 2014
Page 99
Derivative financial liabilities
14,572,883,719
14,572,883,719
1,158,146,135
14,572,883,719
1,158,146,135
14,572,883,719
Bank overdraft
2,679,923,623
33,767,730
500,850,508
2,679,923,623
33,767,730
500,850,508
1,378,771,429
8,821,424,294
Total
Trade and other payables
Finance lease liabilities
ACI 20% Convertible Zero Coupon Bonds
8,821,424,294
1,378,771,429
amount
Long term interest bearing loans
Note
Carrying
Short term interest bearing loans
Non-derivative financial liabilities:
In Taka
31 December 2013
-
-
-
-
3,585,286,248
-
3,585,286,248
1,158,146,135
2,427,140,113
or less
2 months
9,102,653,315
-
9,102,653,315
-
-
22,129,083
259,099,938
-
8,821,424,294
2-12 months
1-5
years
-
1,884,944,156
-
1,884,944,156
-
252,783,510
11,638,647
241,750,570
1,378,771,429
Contractual cash flows
5 years
More than
-
-
-
-
-
-
-
-
-
(iv)
Market risk
Market risk is the risk that any change in market prices, such as foreign exchange rates and interest rates will
affect the Company's income or the value of its holdings of financial instruments. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters, while optimising
the return.
a) Currency risk
The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which
purchases are denominated and the respective functional currency of the Company. The functional currency of
the Company is Bangladesh Taka (Taka/TK/BDT). The foreign currency in which these transactions are
denominated is US Dollar (USD).
Exposure to currency risk
The summary quantitative data about the Company's exposure to currency risk as at the date of consolidated
statement of financial position was as follows.
In USD
Trade receivables
Other receivables:
Cash and cash equivalents
Trade payables
Loans and borrowings
Net exposure
In Euro
Trade receivables
Other receivables:
Cash and cash equivalents
Trade payables
Loans and borrowings
Net exposure
2014
2013
359,721
254,286
764,942
(1,516,455)
(26,791,896)
(26,929,402)
360,735
72,454
384,073
(1,808,590)
(6,676,032)
(7,667,360)
2014
2013
274,020
2,220
(178,884)
(1,122,280)
(1,024,924)
In GBP
2014
Trade receivables
Other receivables:
Cash and cash equivalents
Trade payables
Loans and borrowings
Net exposure
349,686
2,220
(319,569)
(286,385)
(254,048)
2013
1,439
(26,475)
(25,036)
1,439
1,439
The following significant exchange rates have been applied during the year:
Average rate
In Taka
Page 100
2014
Year-end spot rate
2013
2014
2013
USD
78.25
78.48
78.95
78.25
EUR
103.06
106.21
97.07
108.74
GBP
128.63
124.60
123.46
129.50
Annual Report 2014
Sensitivity analysis
A reasonably possible strengthening (weakening) of foreign currency against functional currency at 31
December would have affected the measurement of financial instruments denominated in a foreign currency and
affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in
particular interest rates, remain constant and ignore any impact of forecast sales and purchase.
Equity, net of tax
increase/(decrease)
Profit/(loss)
Effect in Taka
Strengthening
Weakening
Strengthening
Weakening
31 December 2014
USD (5% movement)
106,303,815
(106,303,815)
106,303,815
(106,303,815)
EUR (5% movement)
4,974,548
(4,974,548)
4,974,548
(4,974,548)
GBP (5% movement)
154,541
(154,541)
154,541
(154,541)
USD (5% movement)
29,998,546.00
(29,998,546)
29,998,546
(29,998,546)
EUR (5% movement)
1,381,218.29
(1,381,218)
1,381,218
(1,381,218)
GBP (5% movement)
(9,319.95)
9,320
(9,320)
9,320
31 December 2013
b) Interest rate risk
Interest rate risk is the risk that arises due to changes in interest rates on borrowings. At present the company
has no borrowings which is subject to interest rate risk.
Exposure to interest rate risk
The interest rate profile of the Company's interest-bearing financial instruments as at the date of consolidated
statement of financial position date is as follows.
Nominal Amount
In Taka
Fixed rate instruments
Financial assets
Term deposit
Financial liabilities
Bank overdraft
Loans and borrowings
Variable rate instruments
Financial liabilities
Offshore loan
Note
2014
2013
125,886,613
115,574,050
818,454,318
12,246,340,411
125,886,613
1,158,146,135
10,734,813,961
115,574,050
-
2,222,233,034
2,222,233,034
562,049,007
562,049,007
Annual Report 2014
Page 101
Page 102
Annual Report 2014
v)
Financial instruments - Fair values and financial risk management
12(a)
13(a)
Tender deposits
Cash at banks
-
18(a)
ACI 20% Convertible Zero Coupon Bonds 21(a)
21(a)
21(a)
20(a)
Long term interest bearing loans
Finance lease liabilities
Trade and other payables
Bank overdraft
-
-
-
-
-
-
-
-
-
-
-
17(a)
21(a)
Short term interest bearing loans
-
-
-
-
-
-
-
-
-
-
-
-
-
Employee benefits
Financial liabilities not measured at fair value
Financial liabilities measured at fair value
8(a)
11(a)
Trade and other receivables
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Held to
maturity
-
-
-
Loans and
receivables
404,809,161
34,646,032
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
125,886,613 4,492,793,937
-
-
Available
for
sale
455,997,727
-
-
-
-
-
-
-
-
724,684,652
Total
455,997,727
-
5,217,478,589
404,809,161
34,646,032
4,053,338,744
Other financial
liabilities
818,454,318
3,010,184,390
22,122,215
262,689,350
1,042,773,576
818,454,318
3,010,184,390
22,122,215
262,689,350
1,042,773,576
- 16,530,976,846 16,530,976,846
-
-
-
-
-
- 10,918,755,270 10,918,755,270
-
-
598,798,039
-
-
-
598,798,039
206,570,500
206,570,500
Carrying amount
- 4,053,338,744
125,886,613
Fair valueHeld-for- Designated
hedging
Note trading at fair value instruments
Investment
Financial assets not measured at fair value
Equity securities
Financial assets measured at fair value
In Taka
31 December 2014
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
206,570,500
Level 2
206,570,500
Level 1
Fair value
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Level 3
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
The following table shows the carrying amounts and fair values, where applicable, of financial assets and financial liabilities, including their levels in the fair value
hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable
approximation of fair value.
Accounting classifications and fair values
Annual Report 2014
Page 103
12(a)
13(a)
Tender deposits
Cash at banks
Bank overdraft
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Loans and
receivables
48,223,224
394,574,233
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 4,338,937,173
-
-
- 3,896,139,716
-
-
-
Held to
maturity
Available
for
sale
1,158,146,135
2,679,923,623
33,767,730
500,850,508
1,378,771,429
8,821,424,294
353,101,757
-
-
-
-
-
-
-
-
614,275,107
-
-
Total
1,158,146,135
2,679,923,623
33,767,730
500,850,508
1,378,771,429
8,821,424,294
353,101,757
-
4,953,212,280
394,574,233
48,223,224
3,896,139,716
Other financial
liabilities
- 14,925,985,476 14,925,985,476
-
-
-
-
-
-
-
-
614,275,107
-
-
-
614,275,107
152,016,098
152,016,098
Carrying amount
The Company has not disclosed the fair values for financial instruments because their carrying amounts are a reasonable approximation of fair values.
20(a)
Trade and other payables
-
21(a)
21(a)
Finance lease liabilities
-
-
-
-
-
-
-
-
-
-
Long term interest bearing loans
-
-
-
18(a)
21(a)
Short term interest bearing loans
-
ACI 20% Convertible Zero Coupon Bonds 21(a)
17(a)
Employee benefits
Financial liabilities not measured at fair value
Financial liabilities measured at fair value
8(a)
11(a)
Trade and other receivables
-
-
Fair valueHeld-for- Designated
hedging
Note trading at fair value instruments
Investment
Financial assets not measured at fair value
Equity securities
Financial assets measured at fair value
In Taka
31 December 2013
-
-
-
-
-
-
-
-
-
-
-
-
-
-
152,016,098
152,016,098
Level 1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Level 2
Fair value
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Level 3
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
32
Commitments
On the date of statement of financial position, the Company was enjoying unfunded credit
facilities from the following banks:
In Taka
AB Bank Limited
Bank Alfalah Limited
BRAC Bank limited
Commercial Bank of Ceylon
The Hongkong Shanghai Banking Corporation Limited
Dutch Bangla Bank Limited
Eastern Bank Limited
One Bank Limited
Standard Chartered Bank
The City Bank Limited
United Commercial Bank Limited
33
Shipping Guarantee
Standard Chartered Bank Limited
Bank Guarantee
Standard Chartered Bank Limited
Eastern Bank Limited
Bank Asia Limited
344,550,000
45,350,000
205,094,000
43,144,868
168,802,081
23,230,028
112,612,889
552,299
273,448,897
177,450,043
38,372,000
1,432,607,105
31,736,000
4,766,806
13,062,868
39,277,294
85,533,647
36,863,373
108,074,012
138,427,958
46,483,262
504,225,220
2014
2013
6,749,633
6,749,633
7,839,810
7,839,810
6,274,732
1,526,450
3,429,930
11,231,112
3,000,000
501,946,888
3,152,866
508,099,754
Capital expenditure
In Taka
i) Contracted but not approved for
ii) Approved but not contracted for
Page 104
2013
Contingencies
In Taka
34
2014
Annual Report 2014
2014
226,780,511
2013
64,730,141
35
Production capacity
Capacity in units pack
per 8hr/month
2014
Pharmaceuticals, Consumer Brand
5,650,000
Utilization
2013
2014
5,650,000
103%
2013
99%
and Animal Health
36
Related parties
a)
Transactions with key management personnel
(i) Loans to directors
During the year, no loan was given to the directors of the Company.
(ii) Key management personnel compensation
Key management personnel compensation comprised the following:
In Taka
Salary
Benefit
Provident fund contribution
2014
22,724,500
9,018,674
1,740,420
33,483,594
2013
20,142,200
8,096,090
1,542,870
29,781,160
Company’s key management personnel includes the Company's directors. Compensation
includes salaries, non-cash benefits, and contributions to a post employment defined benefit
plan.
Annual Report 2014
Page 105
Page 106
Annual Report 2014
(b)
-
175,481
-
ACI Godrej Agrovet (Pvt.) Limited
Stochastic Logic Limited
ACI Chemicals Limited
-
-
-
-
-
-
-
(5,115,237)
(134,338,310)
-
-
-
(50,527,679)
(16,451,185)
-
-
(9,417,085)
(1,170,433,319)
2013
3,870,598
3,411,794
-
1,113,131
73,512,617
101,307,353
3,760,812
364,037,514
75,397,456
82,856,119
30,519,809
16,897
178,353,487
172,459,704
10,353
-
108,432,200
655,232,123
-
1,549,047
-
2,519,010
1,938,056
108,035,187
1,776,071
475,158,225
56,384,428
165,581,800
30,597,762
51,940
113,449,958
53,892,014
6,978
5,633,134
96,361,399
465,707,400
Working capital financing
2014
2014
3,850,959
6,129,533
879,726
7,893,516
47,203,318
144,173,139
2,914,561
2,734,915,043
196,721,432
60,943,318
12,452,424
246,099
729,057,993
10,930,186
1,024,661
-
379,630,573
2013
-
8,767,739
879,726
8,205,086
442,622
42,890,842
(820,356)
2,508,800,927
210,564,943
39,369,746
10,723,821
229,202
746,527,424
44,534,754
1,014,308
99,543,253
354,571,804
(363,250,594)
31 December
Balance outstanding as at
(137,299,218)
*Apex Leathercraft Limited was amalgamated with ACI Limited on 3 December 2014. On that date Assets and Liabilities were as follows:
-
Asian Consumer Care (Pvt.) Limited
-
Tetley ACI (Bangladesh) Limited
(7,500)
ACI Healthcare Limited
2,605,890
(6,013,627)
(213,513,508)
ACI Edible Oils Limited
ACI Logistics Limited
Premiaflex Plastics Limited
ACI Motors Limited
-
Creative Communication Limited
95,318
(121,885,462)
ACI Agrochemicals Limited
ACI Foods Limited
(30,121,324)
-
43,411
(11,106,730)
689,911
(1,285,452,679)
Flyban Insecticides Limited
ACI Pure Flour Limited
2013
(Purchase)/Revenue
2014
Transactions during the year ended 31 December
Apex Leathercraft Limited*
ACI Salt Limited
ACI Formulations Limited
In Taka
Other related party transactions
In Taka
Cost
Accumulated
depreciation
Carrying value
-
225,000,000
Assets:
Land and Land development
Building
Road and other construction
Internal decoration
Electrical and other appliances
Generator & Lift
Advance Income tax
Security deposit
Other receivable
Total Assets
225,000,000
95,304,141
(25,064,311)
70,239,830
7,032,636
(1,909,304)
5,123,332
11,248,179
(5,660,733)
5,587,446
598,225
(503,526)
94,699
16,305,843
(9,864,107)
6,441,736
3,794,523
210,000
784,700
317,276,266
Liabilities:
Accrued expenses
Income tax payable
23,000
1,430,545
Inter company receivable/ payables
93,632,920
Total Liabilities
95,086,465
37
Other disclosures
37.1
Number of employees
During 2014, number of regular employees receiving remuneration of Tk. 36,000 or above per annum was
6,930 (2013: 4,955).
37.2
Comparatives
Previous year's figures have been rearranged, whenever considered necessary to conform to the current
year's presentation.
37.3
Subsequent events
The Directors of Advanced Chemical Industries Limited have entered into Agreements on 24 April 2015
whereby S. C. Johnson & Son, Inc. a corporation incorporated under the laws of the State of Wisconsin,
USA has purchased the Brands in the categories of Insect Control, Air Care and Toilet Care Products on
mutually beneficial terms at a price of Taka 250.5 crore and that Advanced Chemical Industries Limited
will continue to be the Distributor of the Products for a period of 5 years.
In addition, the Board of Directors in their meeting held on 29 April 2015 have recommended cash
dividend @ 100% per share of Taka 10 each aggregating to Taka 346,406,340 and stock dividend @ 15%
i.e. 1.5 (one & half) bonus share for every 10 (ten) ordinary share of Taka 10 each aggregating to Taka
51,960,950 for the year ended 31 December 2014 subject to approval of the shareholders' in the Annual
General Meeting scheduled to be held on 11 June 2015. The financial statements for the year ended 31
December 2014 do not include the effect of the cash dividend which will be accounted for in the period
when shareholders' right to receive payment is established.
There are no other events identified after the date of the statement of financial position which require
adjustment or disclosure in the accompanying financial statements.
38
Basis of measurement
The financial statements have been prepared on historical cost basis except for certain assets which are
stated either at revalued amount or fair market value as explained in the accompanying notes.
Annual Report 2014
Page 107
39
Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these
financial statements.
Set out below is an index of the significant accounting policies, the details of which are available on the
following pages:
A.
B.
C.
D.
E.
F.
G.
H.
I.
J.
K.
L.
M.
N.
O.
P.
Q.
R.
S.
T.
(A)
Basis of consolidation
Revenue
Foreign currency
Employee benefits
Finance income and finance costs
Income tax
Investment
Inventories
Property, plant and equipment
Intangible assets
Leased assets
Financial instruments
Share capital
Provisions
Impairment
Going concern
Contingencies
Statement of cash flows
Earnings per share (EPS)
Events after the reporting period
Basis of consolidation
(i) Subsidiaries
Subsidiaries are entities controlled by ACI Limited. Control exists when ACI Limited has the power to
govern the financial and operating policies of an entity so as to obtain benefits from its activities. In
assessing control, potential voting rights that presently are exercisable are taken into account. The
financial statements of subsidiaries have been included in the consolidated financial statements from the
date that control commences until the date that it ceases. The accounting policies of subsidiaries have
been changed when necessary to align them with the policies adopted by ACI Limited.
(ii) Transactions eliminated on consolidation
Intra-group balances and transactions and any unrealized income and expenses arising from intra-group
transactions are eliminated in preparing the consolidated financial statements. Unrealized gains arising
from transactions with associates are eliminated against the investment to the extent of ACI Limited's
interest in the investee. Unrealized losses, if any, are eliminated in the same way as unrealized gains but
only to the extent that there is no evidence of impairment.
(B)
Revenue
(i) Sale of goods
Revenue is recognized upon invoicing the customers for goods sold and delivered. Sales are accounted for
net of value added tax, trade discount and allowances (if any). In case of cash delivery, revenue is
recognized when delivery is made and cash is received by the Company.
(ii) Revenue arising from services
Revenue from services rendered is recognized in income statement in proportion to the stage of
completion of the transaction at the reporting date.
(iii) Revenue arising from commission
When the Group acts in the capacity of an agent rather than as the principal in a transaction, the revenue
is recognized in the net amount of commission earned by the Group.
Page 108
Annual Report 2014
(iv) Dividend income
Dividend income is recognized when right to receive payment of such dividend is established.
(v) Allocation of common service costs
Common costs and facilities are allocated to entities based on common cost sharing agreement and
followed consistently.
(C)
Foreign currency
Foreign currency transactions are accounted for at exchange rate prevailing on the date of transaction.
Monetary assets and liabilities denominated in foreign currencies at reporting date are translated at rates
ruling at the statement of financial position date. All exchange differences are charged / credited to the
statement of comprehensive income.
(D)
Employee benefits
(i) Defined contribution plan (provident fund)
The Company operates a recognized provident fund scheme where employees contribute 10% of their
basic salary with equal contribution by the Company. The provident fund is considered as defined
contribution plan being managed by a Board of Trustees.
(ii) Defined benefit plan (gratuity)
The Company operates an unfunded gratuity scheme, provision in respect of which is made annually
covering all permanent employees. The Employees' Gratuity Fund is being considered as defined benefit
plan.
Defined benefit plan is a retirement benefit plan under which amounts to be paid as retirement benefits
are determined by reference to employees' earnings and year of services. The rate used to discount post
employment benefit obligations is determined by reference to the rate stated in the actuarial report.
Actuarial valuation of gratuity scheme has been made in 2013 to assess the adequacy of the liabilities
provided for the schemes.
(iii) Workers' profit participation fund
The Company had created funds for workers as 'Workers' Profit Participation Fund' and 5% of the profit
before charging such expense have been transferred to this fund.
(E)
Finance income and finance costs
The Company’s finance income and finance costs include:
• interest income; and
• interest expense;
Interest income or expense is recognised using the effective interest method.
(F)
Income tax
Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the
extent that it relates to items recognised directly in equity or in OCI (Other Comprehensive Income).
(i) Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year
and any adjustment to tax payable or receivable in respect of previous years. It is measured using tax
rates enacted or substantively enacted at the reporting period. The applicable tax rate for the Company is
currently 27.5%
Annual Report 2014
Page 109
(ii) Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not
recognised for:
- temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit or loss;
- taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary
differences to the extent it is probable that future taxable profits will be available against which they can be
used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no
longer probable that the related tax benefit will be realised; such reductions are reversed when the
probability of future taxable profits improve.
(G)
Investment in shares
In the separate financial statements of the Company, investment in subsidiaries, associates and joint
ventures has been carried at cost as per Bangladesh Accounting Standard 27 Separate Financial Statements.
All other investments categorized under 'Investment available for sale' and 'Held-to-maturity' are carried at
fair value.
In the consolidated financial statements of ACI Limited, following valuation principles have been used:
Investments in subsidiaries - Investment in subsidiaries has been accounted for as per Bangladesh Financial
Reporting Standard 10 Consolidated Financial Statements. The investment is eliminated in full against the
equity of acquiree measured at fair value at the date of acquisition as per Bangladesh Financial Reporting
Standard 3 Business Combinations.
Investments available for sale - These are valued at fair value and the change in fair value of investments
available for sale is presented in comprehensive income statement and in statement of financial position.
This is as per Bangladesh Financial Reporting Standard 7 Financial Instruments Disclosures, Bangladesh
Accounting Standard 32 Financial Instruments: Presentation and Bangladesh Accounting Standard 39
Financial Instruments: Recognition and Measurement.
Associates and joint ventures - Associates are those entities in which ACI Limited has significant influence,
but not control, over the financial and operating policies. Joint ventures are those entities over whose
activities ACI Limited has joint control, established by contractual agreement and requiring unanimous
consent for strategic, financial and operating decisions. Associates and joint ventures are accounted for using
the equity method (equity accounted investees). The consolidated financial statements include the ACI
Limited's share of the income and expenses of equity accounted invested, after adjustments to align the
accounting policies with those of the ACI Limited, from the date that significant influence or joint control
commences until the date that significant influence or joint control ceases. This is in consistent with
Bangladesh Financial Reporting Standard 11 Joint Arrangements and Bangladesh Financial Reporting
Standard 12 Disclosure of Interests in other Entities.
Amalgamation - All assets, liabilities, income and expenditure of Apex Leathercraft Limited (transferor
company) have been amalgamated with assets, liabilities, income and expenditure of Advanced Chemical
Industries Limited (transferee company). Investment held by Advanced Chemical Industries Limited in
transferor company is eliminated against the share capital of Apex Leathercraft Limited. Transactions
between transferor and transferee companies have also been eliminated.
Issuance of shares pursuant to the Scheme of Amalgamation - As per verdict of the Honourable High Court,
necessary shares of Advanced Chemical Industries Limited has been allotted in favour of the shareholders of
the Apex Leathercraft Limited after having approval from regulatory authorities on the basis of the scheme
of amalgamation. Brief scheme of amalgamation as approved by the Honourable High Court on 17 November
2014 are as follows:"
Effective date of amalgamation: The judgement and order has been taken effect after filing of the certified
copy of the same to the Registrar of Joint Stock Companies and Firm on 3 December 2014.
Purchase consideration: 2.8 ordinary shares of Taka 10 each in Advanced Chemical Industries Limited has
been issued in exchange of 1 (one) ordinary share of Taka 100 each in Apex Leathercraft Limited. Transferee
company has issued in total 280 shares of Taka 10 each in favour of shareholders of transferor company.
Date of allotment: Allotment has been made after obtaining approval from Bangladesh Securities and
Exchange Commission (BSEC) and Registrar of Joint Stock Companies and Firm.
Page 110
Annual Report 2014
(H)
Inventories
Inventories except materials in transit are measured at the lower of cost and net realisable value. The cost
of inventories is based on the weighted average method, and includes expenditure incurred in acquiring
the inventories, production or conversion costs and other costs incurred in bringing them to their existing
location and condition. In the case of manufactured inventories and work-in-progress, cost includes an
appropriate share of production overheads based on normal operation capacity.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated
costs of completion and selling expenses.
Stock- in-transit represents the cost incurred up to the date of the statement of financial position for the
items that were not received till to the date of reporting. Inventory losses and abnormal losses are
recognized as expenses.
(I)
Property, plant and equipment
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost or revaluation less accumulated
depreciation. The items of property, plant and equipment were revalued in the year 2004, 2007 and 2010
by the firm of professional valuers on the basis of fair market value. When revalued assets are disposed
off, the amounts included in the revaluation surplus are transferred to retained earnings. Capital work-inprogress represents the cost incurred for acquisition and / or construction of items of property, plant and
equipment that were not ready for use at the end of 2014 and these are stated at cost.
Cost includes expenditure that is directly attributable to the acquisition of asset. The cost of self
constructed asset includes the cost of material, direct labour and any other costs directly attributable to
bringing the assets to the working condition for their intended use.
Subsequent to initial recognition cost of replacing part of an item of property, plant and equipment is
recognized in the carrying amount of the item if it is probable that the future economic benefits embodied
within the part will flow to the Company and its cost can be measured reliably. All other repair and
maintenance expenses are charged to income statement as it is incurred.
(ii) Depreciation
All items of property, plant and equipment have been depreciated on straight line basis. Depreciation on
additions are charged at 50% of normal rates only in the year of acquisition and no depreciation is
charged in the year of disposal. Depreciation is charged at the rates varying from 2.5% to 20% depending
on the estimated useful lives of assets. No depreciation is charged for land and capital work-in-progress.
The Company is following this policy consistently from past years.
The revalued items of property, plant and equipment are depreciated by writing off their revalued amount
at the date of revaluation over their remaining estimated useful lives.
The estimated useful lives for the current and comparative years are as follows:
In Year
Building
Plant and machinery
Furniture and fixture
Electrical and other office appliances
Office machinery
Vehicles
2014
40
10
10
10
5
5
2013
40
10
10
10
10
5
Depreciation methods, useful lives and residual values are reviewed at each reporting date. Estimation of
useful life of office equipment has been revised from 10 years to 5 years during the year 2014.
Annual Report 2014
Page 111
(iii) Capitalization of borrowing costs
Borrowing cost relating to acquisition of fixed assets is capitalized as per Bangladesh Accounting Standard
(BAS) - 23, Borrowing costs at the weighted average cost of borrowings. However, capitalization of
borrowing costs is ceased when acquisition of relevant asset is completed.
(iv) Impairment
The carrying amount of the entity's non-financial assets, other than inventories and deferred tax assets
(considered as disclosed separately under respective accounting standards), are reviewed at each
reporting date to determine whether there is any indication of impairment. If any such indication exists,
the asset's recoverable amount is reestimated. However, no such conditions that might be suggestive of a
heightened risk of impairment of assets existed at the reporting date.
(J)
Intangible asset
(i) Goodwill
Goodwill represents the excess of the cost of the acquisition over the Group's interest in the net value of
the identifiable assets and liabilities of the acquiree on the date of acquisition.
(ii) Software
Software that is acquired by the Group, which has finite useful life, is measured at cost less accumulated
amortization and accumulated impairment losses.
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in
the specific assets to which it relates.
(iii) Amortization
Amortization is charged in the income statement on a straight line basis over the estimated useful lives of
intangible assets other than goodwill. Amortization on additions are charged at 50% of normal rates only
in the year of acquisition. Amortization is charged at the rates of 10-20% depending on the estimated
useful lives of assets and no amortization is charged in the year of disposal.
The estimated useful life for the current intangible asset is as follows:
Software
Useful life
5-10 years
Normal rate
10-20 Percent
Amortization methods, useful lives and residual values are reviewed at each reporting date.
(K)
Leased assets
(i) Finance lease
Leases in terms of which the Company assumes substantially all the risks and rewards of ownership are
classified as finance leases. Upon initial recognition, the leased asset is measured at an amount equal to
the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial
recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.
Depreciation
Depreciation is charged according to the policy applicable for the owned assets of the Company.
Lease payments
Minimum lease payments made under finance leases are apportioned between the finance expense and
the reduction of the outstanding liability. The finance expense is allocated to each period during the lease
term so as to produce a constant periodic rate of interest on the remaining balance of the liability.
(ii) Operating lease
Payments made under operating leases are recognized in income statement on a straight line basis over
the term of the lease.
(L)
Financial instruments
Non-derivative financial instruments comprise investments in shares and term deposit, trade receivables,
cash and cash equivalents, trade payables and interest-bearing borrowings.
Page 112
Annual Report 2014
(i) Financial assets
The Company initially recognises receivables and deposits issued on the date when they are originated. All
other financial assets are initially recognised on the trade date.
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset
expire, or it transfers the rights to receive the contractual cash flows in a transaction in which
substantially all of the risks and rewards of ownership of the financial asset are transferred, or it neither
transfers nor retains substantially all of the risks and rewards of ownership and does not retain control
over the transferred asset.
The Company's financial assets comprise trade and other receivables, investment in shares and term
deposit and cash and cash equivalents.
Trade and other receivables
Trade receivables are recognized at original invoiced amount. Receivables are stated at netted off
provision for bad and doubtful debt and written off. Provision is made in the financial statements
considering the uncertainty of recovery at the date of the statement of financial position and bad debts
are written off when the debts became finally irrecoverable based on assessment and judgment made by
senior management of the Company.
Investment in shares-other than the investment in subsidiaries, associates and joint ventures
Investment in shares are non-derivative financial assets that are designated as available-for-sale. Initially
they are recognized at cost and subsequent to initial recognition, they are measured at fair value and
changes therein, other than impairment losses and foreign currency differences on available-for-sale are
recognized in other comprehensive income and presented in fair value reserve in equity. When an
investment is derecognized, the gain or loss accumulated in equity is reclassified to profit or loss.
Investment in Term Deposit
The Company has the positive intent and ability to hold term deposit to maturity, and as such financial
assets are classified as held to maturity. Held-to-maturity financial assets are recognized at fair value plus
any directly attributable transaction cost.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and all call deposits with original maturities of three
months or less. Bank overdrafts that are repayable on demand and form an integral part of the Company's
cash management are included as a component of cash and cash equivalents for the purpose only of the
statement of cash flows.
(ii) Financial Liabilities
The Company initially recognises financial liabilities on the transaction date at which the Company
becomes a party to the contractual provisions of the liability.
The Company derecognises a financial liability when its contractual obligations are discharged or
cancelled, or expired.
The Company's financial liabilities comprise trade and other payables and interest - bearing borrowings.
The Company recognises such financial liability when its contractual obligations arising from past events
are certain and the settlement of which is expected to result in an outflow from the entity of resources
embodying benefits.
(vi) Trade payables
Trade payables are recognized at fair value.
(vii) Interest-bearing borrowings
Interest-bearing borrowings are recognized initially at fair value less attributable transaction costs.
Subsequent to initial recognition, interest-bearing borrowings are stated at amortized cost using the
effective interest method less any impairment losses.
(viii) ACI 20% Convertible Zero Coupon Bonds (ZCB)
Zero Coupon Bonds are recognized initially at fair value less attributable transaction costs. Subsequent to
initial recognition, ZCBs are stated at amortized cost using the effective interest method.
Annual Report 2014
Page 113
M.
Share capital
Ordinary shares are classified as equity. Incremental cost directly attributable to the issue of ordinary
shares are recognized as a deduction from equity, net of any tax effect.
N.
Provisions
A provision is recognized in the statement of financial position when the Company has a legal or
constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will
be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
O.
Impairment
(i) Financial assets
Financial assets are assessed at each reporting date to determine whether there is objective evidence of
impairment. Objective evidence that financial assets are impaired includes:
- default or delinquency by a debtor;
- restructuring of an amount due to the Company on terms that the Company would not consider
otherwise;
- indications that a debtor or issuer will enter bankruptcy;
- adverse changes in the payment status of borrowers or issuers; or
- observable data indicating that there is measurable decrease in expected cash flows from a company
of financial assets.
The Company considers evidence of impairment for these assets at both an individual asset and a
collective level. All individually significant assets are individually assessed for impairment. Those found not
to be impaired are then collectively assessed for any impairment that has been incurred but not yet
individually identified. Assets that are not individually significant are collectively assessed for impairment.
Collective assessment is carried out by grouping together assets with similar risk characteristics.
In assessing collective impairment, the Company uses historical information on the timing of recoveries
and the amount of loss incurred, and makes an adjustment if current economic and credit conditions are
such that the actual losses are likely to be greater or lesser than suggested by historical trends.
An impairment loss is calculated as the difference between an asset’s carrying amount and the present
value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses
are recognised in profit or loss and reflected in an allowance account. When the Company considers that
there are no realistic prospects of recovery of the asset, the relevant amounts are written off. If the
amount of impairment loss subsequently decreases and the decrease can be related objectively to an
event occurring after the impairment was recognised, then the previously recognised impairment loss is
reversed through profit or loss.
(ii) Non-financial assets
At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than
deferred tax assets) to determine whether there is any indication of impairment. If any such indication
exists, then the asset’s recoverable amount is estimated.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash
inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs
(Cash-generating units).
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to
sell. Value in use is based on the estimated future cash flows, 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 or CGU.
An impairment loss is recognised in profit or loss if the carrying amount of an asset or CGU exceeds its
recoverable amount.
Page 114
Annual Report 2014
P.
Going concern
During the year under review, ACI Logistics Limited, a subsidiary of ACI Limited, incurred a net loss of Tk.
1,027,288,608 making an accumulated loss at the reporting date to Tk. 4,472,869,073. The Company's
current liabilities exceeded the current assets by Tk. 4,284,491,475at the reporting date. The paid up
capital of the Company at the closing date was Tk. 360,000,000. Its dues to banks and finance lease
Company on the same date was Tk. 2,944,147,920. The management is, however, confident that the
Company will continue in operational existence for a foreseeable future on the basis of continued support
from the parent Company, ACI Limited and improved trading conditions.
During the year under review, ACI Foods Limited, a subsidiary of ACI Limited, incurred a net loss of Tk.
158,139,232 making an accumulated loss at the balance sheet date amounting to Tk. 1,090,002,749 and
the Company's current liabilities exceeded the current assets by Tk. 1,341,573,534. The paid up capital of
the Company at the closing date was Tk. 40,000,000, where as its dues to Banks on the same date was
Tk. 665,670,040. The management is, however, confident that the Company will continue in operational
existence for a foreseeable future on the basis of continued support of the Company's banks and
shareholders.
In view of the continued support and assurance from the Group and major shareholders, management
believes that it remains appropriate to prepare these financial statements on a going concern basis.
Q.
Contingencies
Contingent liability
Contingent liability is a possible obligation that arises from past events and whose existence will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly
within the control of the entity.
The Company discloses contingent liability in the financial statements. A provision is recognised in the
period in which the recognition criteria of provision is met.
Contingent asset
Contingent asset is a possible asset that arises from past events and whose existence will be confirmed
only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the
control of the entity.
The Company does not recognise contingent asset.
R.
Statement of cash flows
Cash flows from operating activities are presented under direct method as per BAS 7: Statement of cash
flows.
S.
Earnings per share (EPS)
The Company and the Group (which is made up of ACI Limited and its subsidiaries and associates)
present its basic earnings per share (EPS) for its ordinary shares. Basic EPS is calculated by dividing the
profit or loss attributable to ordinary shareholders of the Company / Group by the weighted average
number of ordinary shares outstanding during the year. Diluted EPS is determined by adjusting the profit
or loss attributable to the ordinary shareholders and the weighted average number of ordinary shares
outstanding for the effects of all dilutive potential ordinary shares. This has been shown on the face of
income statement and computation of EPS is stated in note 30.
T.
Events after the reporting period
Events after the reporting period that provide additional information about the Company's position at the
reporting date or those that indicate the going concern assumption is not appropriate are reflected in the
financial statements. Events after the reporting period that are not adjusting events are disclosed in the
notes when material.
Annual Report 2014
Page 115
40.
Name of auditors of the group companies
Name of the company
Page 116
Status of the company
Name of auditors
ACI Formulations Limited
Subsidiary
Rahman Rahman Huq
ACI Logistics Limited
Subsidiary
Rahman Rahman Huq
ACI Healthcare Limited
Subsidiary
Rahman Rahman Huq
ACI Godrej Agrovet (Pvt.) Limited
Joint venture
Rahman Rahman Huq
Tetley ACI (Bangladesh) Limited
Joint venture
Rahman Rahman Huq
ACI Salt Limited
Subsidiary
Hoda Vasi Chowdhury & Co.
ACI Foods Limited
Subsidiary
M. J. Abedin & co.
ACI Pure Flour Limited
Subsidiary
M. J. Abedin & co.
Creative Communication Limited
Subsidiary
Ashraful Haque Nabi & Co.
ACI Motors Limited
Subsidiary
Ashraful Haque Nabi & Co.
Premiaflex Plastics Limited
Subsidiary
Ashraful Haque Nabi & Co.
ACI Edible Oils Limited
Subsidiary
Ashraful Haque Nabi & Co.
ACI Chemicals Limited
Subsidiary
Ashraful Haque Nabi & Co.
Flyban Insecticides Limited
Subsidiary
Shiraz Khan Basak & Co.
ACI Agrochemicals Limited
Subsidiary
Shiraz Khan Basak & Co.
Stochastic Logic Limited
Associate
Shiraz Khan Basak & Co.
Asian Consumer Care (Pvt.) Limited
Associate
Ahmed Mashque & Co.
Computer Technology Limited
Associate
Annual Report 2014
Advanced Chemical Industries Limited
Report of the Directors and Audited
Financial Statements of the Subsidiary
Companies for the year 2014
Annual Report 2014
Page 117
ACI Formulations Limited
Directors' Report
In 2014 ACI Formulations Ltd. (ACI FL) had an outstanding achievement with commendable growth of 24%
over previous year. The weather condition was favourable for crops and there was less infestation. Some of
the reasons for good performance were aggressive marketing strategy, tight credit control, fine-tuned
inventory management and targeted promotional activities.
In Crop Care business we have achieved 34% growth over last year. Under Herbicide category, we have done
well and Fungicide also achieved excellent growth. Insecticide market was stagnant, yet we achieved growth
better than the market. We have registered some additional products which will improve our product range
and yield results in 2015.
Most remarkable achievement in 2014 was tripling the sales of Flora, a plant growth regulator, which has
demonstrated remarkable increase in production of various crops, fruits and vegetables.
Bio-pesticide is gradually getting accepted by the farmers. Organic vegetables are in demand and fetched a
premium price. We have accessed a range of Bio-pesticide developed by a world renowned company based in
the UK. We are paying special attention in promoting Bio-pesticides by having a dedicated team of experts
and we hope to be the market leader in this category.
We are gradually and systematically modernizing our portfolio of pest control products with more cost
effective and eco friendly solutions.
In Public Health sector, our principals have developed products for control of Vector-borne diseases like KalaAzar, Malaria and Dengue, by different methods and applications, with the support of World Health
Organization. We will try to market these products. We are taking the assistance of reputed Universities and
Research Organizations in Bangladesh for field trials of these products.
Our factory production units did well. We have paid attention to improvement of yield optimization of energy
consumption, reduction of machine breakdown and increased production efficiency.
Page 118
Annual Report 2014
Materials procurement was on time and there was no shortage of products. We have invested in new
machinery and expanded our range of products and varieties to meet market needs. We have acquired
controlling shares in a company which has Neem soap as one its products. We are re-launching Neem soap
with the ambition to capture a sizable market share. We have joined hands with the world-renowned company
AkzoNobel which is the world's number one paints company as a distributor and toll manufacturer.
Our Effluent Treatment Plant (ETP) is fully compliant with the environmental regulations and we process all
waste materials, both solid and liquid to remove or breakdown the toxic chemicals and recycle them wherever
possible. Our residual disposals meet world class standard.
People are our biggest asset. We help our employees to get the necessary training to maximize their
potential. We have a well-resourced training department engaged in assisting employees to reach their
professional goals. We empower our employees through delegation of authority and evaluate them under a
scientific system called Balanced Score Card. We acknowledge the contribution of our employees who
achieved the commendable results in a field of intense competition, through their hard work and dedication.
ACI FL is focused on creating value for its customers by providing high quality products and by adhering to
the concept of sustainable development. We take our social responsibility seriously and therefore occupational
health, safety and environmental protection are always on top of our priority list. We aspire to achieve even
better results. We are shaping our business strategies accordingly.
Annual Report 2014
Page 119
Financial Results
In 2014, total revenue of the Company was Taka 2,908 million, an increase of Taka 568 million from 2013, resulting into
24.26% higher revenue over last year. The cost of sales has increased by 23.56% due mainly to higher sales volume
over last year. In addition to that changes in product mix (i.e. sale of high margin product compare to 2013) and
favorable material price over last year led a positive impact in Gross profit which increased by 26.35% compared to
2013. The operating cost has increased by 20.69% due to normal pay rise, inflationary adjustment and increased sales
volume; on the other side financing cost has reduced by 14.79% over last year because of efficient working capital
management coupled with enjoying lower borrowing cost during the year under review. In 2014, the profit before tax
and profit after tax of the Company were Taka 259.66 million and Taka 187.62 million respectively. The earnings per
share was Taka 4.17 in 2014 which is 45.30% higher than last year.
Appropriation of Profit
Considering the financial results of the Company during the year and free reserve carried over, the Directors recommended
appropriation of net profit as follows:
2014
2013
Taka
Taka
Un-appropriated profit from previous year
475,011,664
458,281,132
Add: Net profit after tax for the year
187,615,832
129,230,532
Total available for appropriation
662,627,496
587,511,664
Cash dividend
135,000,000
112,500,000
Balance carried forward
527,627,496
475,011,664
Appropriation proposed:
Proposed dividend:
With the balance carried forward in this year and with ploughing back of the profit, Directors are confident that Company
will be able to maintain prudent dividend policy in years to come.
Dividend
The Board of Directors is pleased to recommend cash dividend @30% per share of Taka 10 i.e. Taka 3.0 per share for
the year 2014 to those shareowners whose names will be appeared in the Share Register of Members of the Company or
in the Depository list of CDBL on the Record Date which is Wednesday, 13th May 2015.
Contribution to the National Exchequer
During 2014, the Company contributed Tk. 246.47 million to the National Exchequer in the form of corporate tax,
custom duty, VAT etc. This is equivalent to 8.46% of our gross sales revenue for the year 2014.
Cost of Goods Sold and Profit Margins
In 2014, the key factors in COGS were the stable exchange rate and positive material price variance over last year. This
has led to a positive impact on COGS resulting into an increase of overall gross profit margin to 25.40% in 2014 from
24.98% in 2013.
In 2014 and 2013 the operating profit margin were 11.24% and 10.44% respectively. This has increased due mainly to
higher revenue and changes in product mix compare to last year. The operating cost has increased by 20.69% due to
normal pay rise, inflationary adjustment and increased selling expenses; on the other side financing cost has reduced by
14.79% over last year because of efficient working capital management coupled with enjoying lower borrowing cost during
the year under review. In 2014, the profit before tax and profit after tax of the Company were Taka 259.66 million and
Taka 187.62 million respectively.
On behalf of the Board
Ms. Shusmita Anis
Managing Director
Page 120
Annual Report 2014
Mr. Kamran T. Rahman
Director
INDEPENDENT AUDITOR'S REPORT
to the Shareholders of
ACI Formulations Limited
Report on the Financial Statements
We have audited the accompanying separate financial statements of ACI Formulations Limited ("the Company") as well as the
consolidated financial statements of ACI Formulations Limited and its subsidiaries ("the Group"), which comprise the separate
and the consolidated statements of financial position as at 31 December 2014, statements of profit or loss and other
comprehensive income, statements of changes in equity, statements of cash flows for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of the separate financial statements of the Company and
the consolidated financial statements of the Group in accordance with Bangladesh Financial Reporting Standards, and for such
internal control as management determines is necessary to enable the preparation of the separate financial statements of the
Company and the consolidated financial statements of the Group that are free from material misstatement, whether due to
fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on the separate financial statements of the Company and the consolidated financial
statements of the Group based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing.
Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the separate financial statements of the Company and the consolidated financial statements of the
Group are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the separate financial
statements of the Company and the consolidated financial statements of the Group. The procedures selected depend on our
judgment, including the assessment of the risks of material misstatement of the separate financial statements of the Company
and the consolidated financial statements of the Group, whether due to fraud or error. In making those risk assessments, we
consider internal control relevant to the entity's preparation and fair presentation of the separate financial statements of the
Company and the consolidated financial statements of the Group 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 entities 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 separate financial statements of the Company and the
consolidated financial statements of the Group.
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 separate financial statements of the Company and the consolidated financial statements of the Group give a
true and fair view of the financial position of the Company as well as of the Group as at 31 December 2014, and of their
financial performance and their cash flows for the year then ended in accordance with Bangladesh Financial Reporting
Standards.
Other matter
The separate financial statements of the Company for the year ended 31 December 2013 were audited by another auditor who
expressed an unmodified opinion on those financial statements on 29 April 2014.
Report on Other Legal and Regulatory Requirements
In accordance with the Companies Act 1994 and Bangladesh Securities and Exchange Rules 1987, we also report the following:
(a) we have obtained all the information and explanation 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 account as required by law have been kept by the Company so far as it appeared
from our examination of those books;
(c) the separate and the consolidated statements of financial position and statements of profit or loss and other
comprehensive income dealt with by the report are in agreement with the books of account; and
(d) the expenditure incurred was for the purposes of the Company’s business.
Dhaka, 27 April 2015
Rahman Rahman Huq
Chartered Accountants
Annual Report 2014
Page 121
ACI Formulations Limited
Statement of Financial Position
31 December
2014
31 December
2013
Assets
Property, plant and equipment
Investments
Non-current assets
1,244,949,311
14,539,138
1,259,488,449
1,244,808,289
2,808,233
1,247,616,522
Inventories
Trade and other receivables
Advances, deposits and prepayments
Cash and cash equivalents
Current assets
Total assets
676,561,087
868,882,545
181,132,490
84,802,811
1,811,378,933
3,070,867,382
573,655,124
825,205,635
134,469,469
118,780,242
1,652,110,470
2,899,726,992
Equity
Share capital
Reserves
Retained earnings
Total equity
450,000,000
692,960,311
662,627,496
1,805,587,807
450,000,000
692,960,311
587,511,664
1,730,471,975
13,275,149
47,753,650
61,028,799
10,987,355
53,149,289
64,136,644
63,351,555
712,586,115
287,091,746
141,221,360
1,204,250,776
1,265,279,575
3,070,867,382
52,490,536
757,296,347
179,211,111
116,120,379
1,105,118,373
1,169,255,017
2,899,726,992
In Taka
Liabilities
Employee benefits
Deferred tax liabilities
Non-current liabilities
Bank overdrafts
Loans and borrowings
Trade and other payables
Provision for tax
Current liabilities
Total liabilities
Total equity and liabilities
Managing Director
Director
Company Secretary
As per our report of same date.
Dhaka, 27 April 2015
Page 122
Annual Report 2014
Rahman Rahman Huq
Chartered Accountants
ACI Formulations Limited
Statement of Profit or Loss and other Comprehensive Income
For the year ended 31 December
In Taka
2014
Revenue
2,908,108,612
2,340,431,716
(2,169,525,855)
(1,755,875,325)
Cost of sales
2013
Gross profit
738,582,757
584,556,391
Other income
6,824,074
6,449,304
Administrative, selling and distribution expenses
(418,467,133)
(346,726,896)
Operating profit
326,939,698
244,278,799
Net finance costs
(53,617,413)
(62,924,420)
Profit before contribution to WPPF
273,322,285
181,354,379
Contribution to WPPF
(13,666,114)
Profit before tax
259,656,171
172,286,660
(77,435,978)
(50,295,362)
(9,067,719)
Income tax expense:
Current tax
Deferred tax income/(expense)
5,395,639
Profit after tax
Other comprehensive income
Total comprehensive income
7,239,234
(72,040,339)
(43,056,128)
187,615,832
129,230,532
-
-
187,615,832
129,230,532
4.17
2.87
Earnings per share
Basic earnings per share
Managing Director
Director
Company Secretary
As per our report of same date.
Dhaka, 27 April 2015
Rahman Rahman Huq
Chartered Accountants
Annual Report 2014
Page 123
ACI Formulations Limited
Statement of Changes in Equity
For the year ended 31 December 2013
Attributable to owners of the Company
In Taka
Balance at 1 January 2013
Share
capital
Retained
earnings
Total
450,000,000
692,960,311
570,781,132
1,713,741,443
-
-
129,230,532
129,230,532
129,230,532
129,230,532
Total comprehensive income
Profit after tax
Total comprehensive income
Contributions and distributions
Dividends paid
Total transactions with owners of the Company
Balance at 31 December 2013
Revaluation
reserve
450,000,000
- (112,500,000) (112,500,000)
- (112,500,000) (112,500,000)
692,960,311 587,511,664 1,730,471,975
For the year ended 31 December 2014
Attributable to owners of the Company
In Taka
Balance at 1 January 2014
Total comprehensive income
Profit after tax
Total comprehensive income
Contributions and distributions
Dividends paid
Total transactions with owners of the Company
Balance at 31 December 2014
Page 124
Annual Report 2014
Share
capital
Revaluation
reserve
Retained
earnings
Total
450,000,000
692,960,311
587,511,664
1,730,471,975
-
-
187,615,832
187,615,832
187,615,832
187,615,832
450,000,000
- (112,500,000) (112,500,000)
- (112,500,000) (112,500,000)
692,960,311 662,627,496 1,805,587,807
ACI Formulations Limited
Statement of Cash Flows
For the year ended 31 December
In Taka
Cash flows from operating activities
Cash received from customers
Cash received from other income
Cash received/(paid) from/(for):
Purchase of inventories
Other receivables
Operating expenses
Other payables
Payment for WPPF
Advances, deposits and prepayments
Cash generated from operations
Net finance costs
Income tax expense
Net cash from operating activities
2014
2013
2,659,338,041
6,824,074
2,666,162,115
2,452,150,300
6,449,304
2,458,599,604
(2,198,912,233)
(1,586,609,442)
(3,625,666)
(286,036,067)
(7,129,187)
(325,433,907)
2,627,120
(16,566,743)
(26,198,447)
(2,528,712,037)
137,450,078
(585,070)
(4,972,224)
(2,255,021)
(1,926,984,851)
531,614,753
(53,617,413)
(72,799,571)
(126,416,984)
(62,924,420)
(46,517,122)
(109,441,542)
11,033,094
422,173,211
Cash flows from investing activities
Acquisition of property, plant and equipment
Investments
(56,940,380)
(11,730,905)
(35,678,585)
(208,049)
Net cash used in investing activities
(68,671,285)
(35,886,634)
Cash flows from financing activities
Inter-company debts received/(paid)
Proceeds from loans and borrowings
Dividends paid
169,121,980
(44,710,232)
(111,612,008)
(201,288,549)
(13,712,049)
(111,792,866)
Net cash from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December*
12,799,741
(326,793,464)
(44,838,450)
66,289,706
59,493,113
6,796,593
21,451,256
66,289,706
*Cash and cash equivalents includes bank overdrafts that are repayable on demand and form an
integral part of the Company's cash management.
Annual Report 2014
Page 125
ACI Formulations Limited
Consolidated Statement of Financial Position
In Taka
31 December 2014
Assets
Property, plant and equipment
Biological assets
Investments
Intangible assets
Non-current assets
1,249,002,024
5,395,071
3,039,138
12,382,918
1,269,819,151
Inventories
Trade and other receivables
Advances, deposits and prepayments
Cash and cash equivalents
Current assets
Total assets
679,684,859
849,636,929
183,357,798
87,399,652
1,800,079,238
3,069,898,389
Equity
Share capital
Reserves
Retained earnings
Equity attributable to owners of the Company
Non-controlling interest
Total equity
450,000,000
692,960,311
661,475,821
1,804,436,132
(678,199)
1,803,757,933
Liabilities
Employee benefits
Deferred tax liabilities
Non-current liabilities
13,275,149
47,547,621
60,822,770
Bank overdrafts
Loans and borrowings
Trade and other payables
Provision for tax
Current liabilities
Total liabilities
Total equity and liabilities
Managing Director
63,351,555
712,586,115
288,126,168
141,253,848
1,205,317,686
1,266,140,456
3,069,898,389
Director
Company Secretary
As per our report of same date.
Dhaka, 27 April 2015
Page 126
Annual Report 2014
Rahman Rahman Huq
Chartered Accountants
ACI Formulations Limited
Consolidated Statement of Profit or Loss and other Comprehensive Income
For the year ended
31 December 2014
In Taka
Revenue
Cost of sales
Gross profit
Other income
Administrative, selling and distribution expenses
Operating profit
2,912,197,121
(2,172,844,885)
739,352,236
6,824,074
(420,898,970)
325,277,340
Net finance costs
(53,676,210)
Profit before contribution to WPPF
Contribution to WPPF
Profit before tax
Income tax expense:
Current tax
Deferred tax income/(expense)
271,601,130
(13,666,114)
257,935,016
(77,456,420)
5,601,668
(71,854,752)
186,080,264
186,080,264
Profit after tax
Other comprehensive income
Total comprehensive income
Total comprehensive income attributable to:
Owners of the Company
Non-controlling interest
186,464,157
(383,893)
186,080,264
Earnings per share
Basic earnings per share
Managing Director
4.14
Director
Company Secretary
As per our report of same date.
Dhaka, 27 April 2015
Rahman Rahman Huq
Chartered Accountants
Annual Report 2014
Page 127
Page 128
Annual Report 2014
Share
Total transactions with owners of the Company
450,000,000
-
Total changes in ownership interests
Balance at 31 December 2014
-
Acquisition of subsidiary with NCI
Changes in ownership interests
Total contributions and distributions
Dividends paid
-
-
Contributions and distributions
-
Total comprehensive income
450,000,000
capital
Profit after tax
Total comprehensive income
Balance at 1 January 2014
In Taka
692,960,311
-
-
-
-
-
-
692,960,311
reserve
Revaluation
661,475,821
(112,500,000)
-
-
(112,500,000)
(112,500,000)
186,464,157
186,464,157
587,511,664
earnings
Retained
Attributable to owners of the Company
1,804,436,132
(112,500,000)
-
-
(112,500,000)
(112,500,000)
186,464,157
186,464,157
1,730,471,975
Total
-
(678,199)
(294,306)
(294,306)
(294,306)
-
-
(383,893)
(383,893)
interests
Non-controlling
1,803,757,933
(112,794,306)
(294,306)
(294,306)
(112,500,000)
(112,500,000)
186,080,264
186,080,264
1,730,471,975
equity
Total
For the year ended 31 December 2014
ACI Formulations Limited
Consolidated Statement of Changes in Equity
ACI Formulations Limited
Consolidated Statement of Cash Flows
In Taka
Cash flows from operating activities
Cash received from customers
Cash received from other income
Cash received/(paid) from/(for):
Purchase of inventories
Other receivables
Operating expenses
Other payables
Payment for WPPF
Advances, deposits and prepayments
Cash generated from operating activities
Net finance costs
Income tax expense
Net cash from operating activities
Cash flows from investing activities
Acquisition of property, plant and equipment
Investments
Net cash used in investing activities
Cash flows from financing activities
Inter-company debts received/(paid)
Proceeds from loans and borrowings
Dividends paid
Net cash from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December*
For the year ended
31 December 2014
2,665,058,362
6,824,074
2,671,882,436
(2,202,531,645)
(3,625,666)
(287,511,248)
2,627,120
(16,566,743)
(26,034,135)
(2,533,642,317)
138,240,119
(53,676,210)
(72,806,862)
(126,483,072)
11,757,047
(56,986,685)
(11,598,560)
(68,585,245)
171,385,829
(45,187,232)
(111,612,008)
14,586,589
(42,241,609)
66,289,706
24,048,097
*Cash and cash equivalents includes bank overdrafts that are repayable on demand and form an
integral part of the Company's cash management.
Annual Report 2014
Page 129
ACI Logistics Limited
Directors' Report
ACI logistics Limited (Shwapno) began its journey from 2008 - a relatively newer SBU of Advanced Chemical
Industries (ACI) Limited which went on its full-fledged successful commercial operation in 2009. The concept
of Shwapno originates from aspiration idea of the general people of Bangladesh- symbolized by reaching for
stars in its brand logo. Shwapno exists to realize the dreams of the general mass of the country. Shwapno has
focused in close bonding with its customer through its personalized customer service which in true sense
makes the customer feel like a king.
Going beyond its traditional medium-sized stores to large flagship stores Shwapno has truly worked around its
way to providing "Convenience" - all -in-one store concept. The Uttara-3 four-storeyflagship store-the largest
super-shop in town is one of its endeavors among many others that had been launched in 2014. Operating
with 26,360 square feet, the Uttara-3 super-shop is spread over 4 floors, each catering to unique needs of
consumers while capturing dynamic "needs and wants" through its diversified product portfolio-ranging from
groceries, daily essentials to lifestyle segment, home décors, entertainment and food.The food court on the
top-floor offers popular eateries -Fajitas, Ramly Burger and Shwapno's own food Brand "The Taste".
2014 has been an iconic year for Shwapno. It has taken its new venture "Shwapno Life- it's Lifestyle Brand" to
a whole new height of perfection competing with other leading players in this evolving fashion industry. By
focusing on its intrinsic values-perfection, quality and convenience shwapno has indeed gained more and
more consumer acceptance which in turn is reflected in its increased market share andhigher ranking
consumer satisfactory feedback.
Shwapno operates on two format- retail and the dealer. A significant expansion in dealer-level is also
observed within this year which only signifies Shwapno's increased acceptance and popularity in areas outside
Dhaka also.
A significant improvement in Shwapno's quality perception is also observed resulting in higher customer
satisfaction level which is in sync with increase in its market share.Shwapno has observed a revenue growth
of 25% along with footfall growth of 21.26%. Shwapno now operates with a total of 223,005 square feet with
44,588 square feet has been added in 2014.Along with Uttara-3 other new outlets in Gopibagh, Monipuripara
and Nakhal para-2 have been successfully launched in this year.There has been significant work done to
improve supply-chain efficiency and backward linkage which resulted in higher gross margin percentage
compared to previous year.
The financial result of the company for the year-end 2014 is stated below:
Key Financial Results
Revenue
Gross profit
Taka
3,989,047,296
530,983,182
Operating Loss
(432,495,767)
Loss before tax
(1,015,196,255)
Loss after tax
(1,027,288,608)
On behalf of the Board
Dr. Arif Dowla
Managing Director
Dhaka, 26 April 2015
Page 130
Annual Report 2014
Director
Independent Auditor's Report to the Shareholders of
ACI Logistics Limited
Report on the Financial Statements
We have audited the accompanying financial statements of ACI Logistics Limited ("the Company"), which comprise the
statement of financial position as at 31 December 2014, and the statement of profit or loss and other comprehensive
income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with
Bangladesh Financial Reporting Standards, and for such internal controls as management determines is 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 on Auditing (BSA). Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity's preparation of financial statements that give a true and fair view 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 give a true and fair view of the financial position of the Company as at 31
December 2014, and of its financial performance and its cash flows for the year then ended in accordance with Bangladesh
Financial Reporting Standards (BFRS).
Emphasis of matter
We draw attention to Note 39.13 to the financial statements where management explains they will continue in operational
existence for the foreseeable future in spite of having net current liabilities and overall net liabilities as at the reporting date
by virtue of support from the parent company, ACI Limited, and improved trading conditions. Our opinion is not qualified in
respect of this matter.
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 purposes of our audit and made due verification thereof;
b)
c)
in our opinion, proper books of account as required by law have been kept by the Company so far as it appeared from
our examination of those books; and
the statement of financial position and statement of profit or loss and other comprehensive income dealt with by the
report are in agreement with the books of account.
Dhaka, 26 April 2015
Rahman Rahman Huq
Chartered Accountants
Annual Report 2014
Page 131
ACI Logistics Limited
Statement of Financial Position
In Taka
31 December
2014
Assets
Property, plant and equipment
Intangible assets
Capital work-in-progress
Investments in FDR
Non-current assets
Inventories
Trade receivables
Advances, deposits and prepayments
Cash and cash equivalents
Current assets
Total assets
31 December
2013
449,206,216
20,350,724
39,067,050
108,145,269
616,769,259
338,323,858
23,814,149
20,500,275
98,767,602
481,405,884
1,428,058,522
60,202,631
269,825,698
55,964,664
1,814,051,515
2,430,820,774
1,116,171,058
38,745,325
197,083,121
67,557,090
1,419,556,594
1,900,962,478
360,000,000
(4,472,869,073)
(4,112,869,073)
347,840,000
(3,445,580,465)
(3,097,740,465)
Equity
Share capital
Accumulated loss
Total equity
Liabilities
Long term finance
Provision for gratuity
Finance lease - non-current portion
Non-current liabilities
435,960,760
1,868,074
7,318,023
445,146,857
563,549,362
1,449,635
19,991,930
584,990,927
Long term finance - current portion
Short term finance
Finance lease - current portion
Trade payables
Other payables
Intercompany liabilities
Accruals and provisions
Provision for tax
Total current liabilities
Total liabilities
Total equity and liabilities
143,111,510
2,345,090,588
12,667,038
765,758,841
16,234,989
2,733,910,784
28,199,368
53,569,871
6,098,542,990
6,543,689,847
2,430,820,774
229,557,314
1,022,404,878
10,750,261
532,057,115
29,002,665
2,508,215,107
29,712,020
52,012,656
4,413,712,016
4,998,702,943
1,900,962,478
Managing Director
Director
Company Secretary
As per our report of same date.
Dhaka, 26 April 2015
Page 132
Annual Report 2014
Rahman Rahman Huq
Chartered Accountants
ACI Logistics Limited
Statement of Profit or Loss and other Comprehensive Income
For the year ended 31 December
2014
2013
In Taka
Revenue
Cost of sales
Gross profit
3,989,047,296
3,199,729,767
(3,458,064,114)
(2,774,637,055)
530,983,182
425,092,712
Administrative expenses
(370,577,487)
(192,488,060)
Marketing, selling and distribution expenses
(592,901,462)
(539,638,054)
Operating loss
(432,495,767)
(307,033,402)
Finance costs, net
(613,947,686)
(540,805,077)
Other income
31,247,198
Loss before income tax
Income tax expense
Net loss for the year
Other comprehensive income
(1,015,196,255)
(832,994,293)
(12,092,353)
(16,123,324)
(1,027,288,608)
(849,117,617)
-
Total comprehensive loss for the year
Managing Director
14,844,186
(1,027,288,608)
Director
(849,117,617)
Company Secretary
As per our report of same date.
Dhaka, 26 April 2015
Rahman Rahman Huq
Chartered Accountants
Annual Report 2014
Page 133
ACI Logistics Limited
Statement of Changes in Equity
for the year ended 31 December
In Taka
Balance as at 1 January 2014
Addition during the year
Total comprehensive loss for the year 2014
Accumulated
loss
347,840,000
12,160,000
(3,445,580,465)
-
Total
equity
(3,097,740,465)
12,160,000
-
(1,027,288,608)
(1,027,288,608)
Balance as at 31 December 2014
360,000,000
(4,472,869,073)
(4,112,869,073)
Balance as at 1 January 2013
347,840,000
(2,596,462,848)
(2,248,622,848)
-
(849,117,617)
(849,117,617)
347,840,000
(3,445,580,465)
(3,097,740,465)
Total comprehensive loss for the year 2013
Balance as at 31 December 2013
Page 134
Share
capital
Annual Report 2014
ACI Logistics Limited
Statement of Cash Flows
For the year ended 31 December
2014
2013
In Taka
Cash flows from operating activities
Cash receipts from customers
Cash receipts from other income
3,967,589,990
3,185,840,226
31,247,198
14,844,185
Cash paid for:
-
Purchase of inventory
-
Operating expenses
-
Advances, deposits and prepayments
Cash used in operation
Finance cost
Income tax
Net cash used in operating activities
(3,536,249,852)
(2,863,809,454)
(999,835,095)
(702,249,154)
(27,439,349)
(48,359,608)
(4,563,524,296)
(3,614,418,216)
(613,947,686)
(541,575,613)
(10,535,138)
(3,655,224)
(1,189,169,932)
(958,964,641)
(149,213,116)
(78,374,029)
(9,377,667)
(31,965,304)
(158,590,783)
(110,339,333)
Cash flows from investing activities
Purchase of property, plant and equipment
Investments in fixed deposits
Net cash used in investing activities
Cash flows from financing activities
Inter-company payables
Share capital received
Payment for finance lease
Long term bank loan received/(paid)
226,114,116
12,160,000
(10,757,129)
(214,034,406)
(28,069,207)
(9,123,637)
413,867,541
Net inflow for short term loans
1,322,685,710
719,577,529
Net cash from financing activities
1,336,168,290
1,096,252,227
Net increase (decrease) in cash and cash equivalents
(11,592,425)
26,948,253
Cash and cash equivalents as at 1 January
67,557,090
40,608,837
Cash and cash equivalents as at 31 December
55,964,665
67,557,090
Annual Report 2014
Page 135
ACI Pure Flour Limited
Directors' Report
ACI Pure Flour Limited, a private limited company, incorporated in 2006 with the Registrar of Joint Stock
Companies is a subsidiary of Advanced Chemical Industries (ACI) Limited with 95% shareholding in the
company. Since its commencement in 2008, ACI Pure Flour Limited has been providing flour products to
the people of Bangladesh. It is now one of the largest flour producing company in Bangladesh that
incorporated the most modern state-of-the-art European technology, a modern factory on around a 7
acre land in Dewli, Chourapara, Narayangonj.
During the year under review the company's operational and financial performance reached a new
height. The company continues to utilize its 100% capacity for the couple of years. Total revenues
increased by a decent amount, on account of better prices, higher volumes, achievement of rated
capacity and a consistent improvement in value-added consumer packs. The brand "Pure" gained
increased recognition by the consumers and was able to increase its mind share within the consumers
as well. The details of financial performance for the year ended 31 December, 2014 are given below:
Key Financial Results
Revenue
Gross Profit
Operating Expenses
Operating Profit
Profit after Tax
Taka
2,563,260,582
282,713,481
(162,784,110)
119,929,371
54,462,549
On behalf of the Board
Dr. Arif Dowla
Managing Director
Dhaka, 26 April 2015
Page 136
Annual Report 2014
Mr. Syed Alamgir
Director
Telephone Off
Fax
Res
E-mail
National Plaza (3rd Floor)
109, Bir Uttam C.R. Datta Road,
Dhaka-1205
: 8629771, 8612203
: (880-2) 8617681
: 8631678
: mjabedin@bangla.net
mjabedinbd@gmail.com
ACI Pure Flour Limited
Auditors' Report to the Shareholders
We have audited the accompanying financial statements of ACI Pure Flour Limited, which comprise the
statement of financial position as at 31 December 2014, the satement of comprehensive income, statement of
changes in equity and statement of cash flows for the year then ended, and a summary of significant
accounting policies and explanatory notes thereto.
Management’s responsibility for the financial statements
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with Bangladesh Financial Reporting Standards (BFRSs), the companies Act 1994 and other
applicable laws and regulations and for such internal control as management determines is necessary to
enable the preparation of these financial statements that are free from material misstatement, whether due to
fraud and error.
Auditors’ 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 on Auditing (BSAs). Those standards require that we comply
with ethical requirements 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 the auditors’ judgment, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair
presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
In our opinion, the financial statements prepared in accordance with Bangladesh Financial Reporting
Standards (BFRSs), give a true and fair view of the state of the financial position of the Company as at 31
December 2014 and of the financial performance and its cash flows for the year then ended and comply with
the Companies Act 1994 and other applicable laws and regulations.
We also report that :
a.
we have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit and made due verification thereof;
b.
in our opinion, proper books of account as required by law have been kept by the company so far as it
appeared from our examination of those books; and
c.
Company's statement of financial position and statement of comprehensive income together with the
annexed notes 1 to 27 dealt with by the report are in agreement with the books of account.
M. J. Abedin & CO
Chartered Accountants
Dated : 26 April 2015
Place : Dhaka
An independent member firm of
MOORE STEPHENS
INTERNATIONAL LIMITED
Annual Report 2014
Page 137
ACI Pure Flour Limited
Statement of Financial Position
as at 31 December 2014
2014
Taka
Assets
Property, plant and equipment - at cost
Accumulated depreciation
Non-current assets
2013
Taka
450,201,317
(152,012,602)
298,188,715
453,192,937
(131,111,378)
322,081,559
Current assets :
Inventories
Advances, deposits and prepayments
Trade receivables
Other receivables
Advance income tax
Inter-company receivables
Cash and cash equivalents
Current assets
77,717,880
34,820,692
93,445,021
121,614
124,783,080
2,096,613
39,084,919
372,069,819
81,566,149
9,320,992
95,291,785
2,219,020
99,992,117
88,217,020
26,314,979
402,922,062
Total assets
670,258,534
725,003,621
Equity
Share capital
Retained earnings
Total equity
40,000,000
235,607,764
275,607,764
40,000,000
181,145,215
221,145,215
62,378,663
62,378,663
70,380,552
70,380,552
86,733,097
59,540,376
38,701,513
23,098,531
124,198,590
332,272,107
394,650,770
670,258,534
74,636,269
110,000,000
26,965,550
51,780,538
53,048,090
54,027,100
63,020,307
433,477,854
503,858,406
725,003,621
Liabilities
Deferred tax liability
Non-current liabilities
Bank overdrafts
Short-term bank loan
Long-term bank loan - current portion
Trade payables
Other payables
Inter-company payables
Current tax liability
Current liabilities
Total liabilities
Total equity and liabilities
Managing Director
Director
Company Secretary
As per our separate report of even date annexed.
Dhaka : 26 April 2015
Page 138
Annual Report 2014
M. J. Abedin & CO
Chartered Accountants
ACI Pure Flour Limited
Statement of Comprehensive Income
for the year ended 31 December 2014
2014
Taka
Revenue
Cost of goods sold
Gross profit
Operating expenses
Operating profit
Financing costs
Other income
Provision for contribution to WPPF
Net profit before tax
Income tax expenses:
Current tax expenses
Deferred tax (expenses)/income
Net profit after tax
Other comprehensive income
Total comprehensive income
Managing Director
Director
2013
Taka
2,563,260,582
(2,280,547,101)
282,713,481
(162,784,110)
119,929,371
(12,156,392)
5,531,172
113,304,151
(5,665,208)
107,638,943
2,664,932,791
(2,348,059,724)
316,873,067
(142,380,557)
174,492,510
(37,549,945)
2,963,113
139,905,678
(6,995,284)
132,910,394
(61,178,283)
8,001,889
(53,176,394)
54,462,549
54,462,549
(50,535,881)
1,029,432
(49,506,449)
83,403,945
83,403,945
Company Secretary
As per our separate report of even date annexed.
Dhaka : 26 April 2015
M. J. Abedin & CO
Chartered Accountants
Annual Report 2014
Page 139
ACI Pure Flour Limited
Statement of Changes in Equity
for the year ended 31 December 2014
Balance as at 01 January 2013
Share
capital
Retained
earnings
Total
Taka
Taka
Taka
40,000,000
97,741,270
137,741,270
Net profit after tax for the year
-
83,403,945
83,403,945
Total other comprehensive income
-
-
-
40,000,000
181,145,215
221,145,215
Net profit after tax for the year
-
54,462,549
54,462,549
Total other comprehensive income
-
-
-
Total comprehensive income for the year
-
54,462,549
54,462,549
40,000,000
235,607,764
275,607,764
Balance at 31 December 2013
Balance at 31 December 2014
Managing Director
Director
Company Secretary
As per our separate report of even date annexed.
Dhaka : 26 April 2015
Page 140
Annual Report 2014
M. J. Abedin & CO
Chartered Accountants
ACI Pure Flour Limited
Statement of Cash Flows
for the year ended 31 December 2014
31-Dec-14
Taka
A
Cash flows from operating activities
Cash received from customers
Cash received from other income
Cash paid for :
Purchase and production
Operating expenses
Other receivables
Advance, deposits and prepayments
Workers profit participation fund
Cash generated from operation
Financing cost
Income tax
Net cash flow from/(used in) operating activities
B
C
Cash flows from investing activities
Acquisition of property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Intercompany debts(paid)/received
Short term loan (paid)/received
Long term bank loan paid
Advance received from customers and others
Deposits
Net cash flows provided by financing activities
D
Net increase/(decrease) in cash & cash equivalents (A+B+C)
E
F
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December (D+E)
Closing Balance represents :
Cash in hand and at bank
Bank overdrafts
Managing Director
Director
31-Dec-13
Taka
2,565,107,346
5,531,172
2,570,638,518
2,695,407,666
2,963,113
2,698,370,779
(2,246,659,088)
(162,001,848)
2,097,406
(25,056,209)
(17,442,497)
(2,449,062,236)
121,576,282
(2,342,528,249)
(122,433,857)
(261,795)
1,762,228
(1,300,123)
(2,464,761,796)
233,608,983
(12,156,392)
(24,790,963)
(36,947,355)
84,628,927
(37,549,945)
(30,882,466)
(68,432,411)
165,176,572
(166,440)
(166,440)
(690,644)
(690,644)
55,191,838
(110,000,000)
(26,965,550)
(1,572,172)
(443,491)
(64,442,270)
(138,000,000)
(42,680,975)
(2,731,030)
(270,787)
(83,789,375)
(248,125,062)
673,112
(83,639,134)
(48,321,290)
(47,648,178)
35,317,844
(48,321,290)
39,084,919
(86,733,097)
(47,648,178)
26,314,979
(74,636,269)
(48,321,290)
Company Secretary
As per our separate report of even date annexed.
Dhaka : 26 April 2015
M. J. Abedin & CO
Chartered Accountants
Annual Report 2014
Page 141
ACI Foods Limited
Directors' Report
ACI Foods Limited, a private limited company, incorporated in 2006 with the Registrar of Joint Stock
Companies is a subsidiary of Advanced Chemical Industries (ACI) Limited having 95% shareholding in
the company.
ACI Foods Limited has been facing serious competition and challenges. The quality of business was
better in 2014. The business registered 21.21% revenue growths with a 22.74% growth in Gross Profit.
Proper optimization of factory resources, efficient buying, effective cost minimization, market lubrication
and enhancement of retail coverage helped developing the business during the year.
A nationwide marketing campaign for the newly launched ACI Pure Stick Noodles was undertaken for
the proliferation of the product and the brand. Both above and below the line marketing activities was
undertaken and thus managed to achieve high customer loyalty, increase brand affinity, customer
retention as well as referrals, gain competitive advantage over other brands and has already been
successful at making ACI Pure Stick Noodles a household favorite.
Both the brand "PURE" and "Fun" are performing steadily in the consumer market due to their unique
taste and supreme quality. Both the brand successfully launched some new innovative products in the
market and is planning to bring in some other distinctive products. The company exported to 18
countries and in 2014 the export volume and destination has risen significantly. The growth of export
revenue was 82% in 2014.
ACI Foods is striving not only to deliver quality products but also gain a deeper insight into their
consumers' demands and preferences. Considerable promotional activities has been undertaken to
increase mind share of the consumers.
Key Financial Results
Taka
Revenue
758,528,431
Gross profit
158,318,576
Operating profit
(11,188,998)
Profit before tax
(160,411,240)
Profit after tax
(158,139,232)
On behalf of the Board
Dr. Arif Dowla
Managing Director
Dhaka, 26 April 2015
Page 142
Annual Report 2014
Mr. Syed Alamgir
Director
Telephone Off
Fax
Res
E-mail
National Plaza (3rd Floor)
109, Bir Uttam C.R. Datta Road,
Dhaka-1205
: 8629771, 8612203
: (880-2) 8617681
: 8631678
: mjabedin@bangla.net
mjabedinbd@gmail.com
ACI Foods Limited
Auditors' Report to the Shareholders
We have audited the accompanying financial statements of ACI Foods Limited which comprises the statement
of financial position as at 31 December 2014 and statement of comprehensive income, statement of changes
in equity and statement of cash flows for the year then ended and a summary of significant accounting
policies and explanatory notes thereto.
Management's responsibility for the financial statements
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with Bangladesh Financial Reporting Standards (BFRSs), the Companies Act 1994 and for such
internal control as management determines is necessary to enable the preparation of these financial
statements that are free from material misstatement, whether due to fraud and error.
Auditors' 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 on Auditing (BSAs). Those standards require that we comply
with ethical requirements 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 the auditor's judgment, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal control relevant to the entity's preparation and fair
presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
In our opinion, the financial statements prepared in accordance with Bangladesh Financial Reporting
Standards (BFRSs), give a true and fair view of the state of the financial position of the Company as at 31
December 2014 and of the financial performance and its cash flows for the year then ended and comply with
the Companies Act 1994 and other applicable laws and regulations.
Emphasis of matter
Without qualifying our opinion, we draw attention to note- 1.5.10 to the financial statements which describe
the uncertainty related to the company's ability to continue as a going concern.
We also report that:
a. we have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit and made due verification thereof;
b.
In our opinion, proper books of account as required by law have been kept by the company so far as it
appeared from our examination of those books and
c.
Company's statement of financial position and statement of comprehensive income together with the
annexed notes 1 to 26 dealt with by the report are in agreement with the books of account.
M. J. Abedin & CO
Chartered Accountants
Dated : 26 April 2015
Place : Dhaka
An independent member firm of
MOORE STEPHENS
INTERNATIONAL LIMITED
Annual Report 2014
Page 143
ACI Foods Limited
Statement of Financial Position
as at 31 December 2014
Assets
2014
Taka
Property, plant and equipment:
At cost
Accumulated depreciation
2013
Taka
292,878,260
(117,823,466)
175,054,794
80,333,415
290,179,200
(100,420,773)
189,758,427
27,018,299
255,388,209
216,776,726
38,365,281
33,800,105
Inventories
Trade receivables
Other receivables
Advances, deposits and prepayments
Advance income tax
Cash and cash equivalents
Total current assets
66,993,896
23,508,102
15,703,088
22,618,777
2,896,952
56,515,865
188,236,680
63,834,647
21,301,432
10,897,898
11,684,816
697,470
27,117,196
135,533,459
Total assets
481,990,170
386,110,290
Capital work-in-progress
Total non-current assets
Deferred tax asset
Equity and liabilities
Equity
Share capital
Retained earnings
Total equity
40,000,000
(1,090,002,749)
(1,050,002,749)
Liability
Long term liabilities
Bank overdraft
Short term bank loan
Long term bank loan -current portion
Trade payables
Other payables
Inter-company liabilities
Current tax liability
Total current liabilities
Total liabilities
Total equity and liabilities
Managing Director
Director
40,000,000
(931,863,517)
(891,863,517)
2,182,706
12,630,636
186,758,030
455,112,324
21,616,980
74,310,497
36,092,677
748,973,245
6,946,460
145,890,357
151,750,160
44,431,920
31,255,437
34,622,062
852,739,944
4,653,291
1,529,810,213
1,531,992,919
1,265,343,171
1,277,973,807
481,990,170
386,110,290
Company Secretary
As per our separate report of even date annexed.
Dhaka : 26 April 2015
Page 144
Annual Report 2014
M. J. Abedin & CO
Chartered Accountants
ACI Foods Limited
Statement of Comprehensive Income
for the year ended 31 December 2014
Revenue
Cost of sales
Gross profit
Administration, selling and distribution expenses
Other Income
Result from operating activities
Finance cost
Profit / (loss) before income tax
Income tax expenses :
Current tax expenses
Deferred tax income
Net profit / (loss) after tax
Managing Director
Director
2014
Taka
2013
Taka
758,528,431
(600,209,855)
158,318,577
(175,368,777)
(17,050,200)
5,861,202
(11,188,998)
(149,222,242)
(160,411,240)
625,781,505
(496,797,238)
128,984,267
(144,373,226)
(15,388,959)
8,415,800
(6,973,159)
(158,300,341)
(165,273,500)
(2,293,169)
4,565,177
2,272,008
(2,870,630)
6,931,277
4,060,647
(158,139,232)
(161,212,853)
Company Secretary
As per our separate report of even date annexed.
Dhaka : 26 April 2015
M. J. Abedin & CO
Chartered Accountants
Annual Report 2014
Page 145
ACI Foods Limited
Statement of Changes in Equity
for the year ended 31 December 2014
Particulars
Balance on 01 January 2013
Net loss for the year
Share
capital
Retained
earnings
Total
Taka
Taka
Taka
40,000,000
(770,650,664)
(730,650,664)
-
(161,212,853)
(161,212,853)
Other comprehensive income/(Loss) for the year
-
Total comprehensive income for the year
-
(161,212,853)
(161,212,853)
Transaction with owner of the Company
recognized directly in equity
-
-
-
Balance at 31 December 2013
40,000,000
(931,863,517)
(891,863,517)
Balance on 01 January 2014
40,000,000
(931,863,517)
(891,863,517)
Net loss for the year
-
(158,139,232)
(158,139,232)
Other comprehensive income/(Loss) for the year
-
Total comprehensive income for the year
-
(158,139,232)
(158,139,232)
Transaction with owner of the Company
recognized directly in equity
-
Balance at 31 December 2014
Managing Director
40,000,000
Director
(1,090,002,749)
(1,050,002,749)
Company Secretary
As per our separate report of even date annexed.
Dhaka : 26 April 2015
Page 146
Annual Report 2014
M. J. Abedin & CO
Chartered Accountants
ACI Foods Limited
Statement of Cash Flows
for the year ended 31 December 2014
2014
Taka
A)
Cash flows from operating activities
Cash receipts/(paid) from /(to) customers
Cash receipts from other income
Cash paid for:
Purchase of inventory
Operating expenses
Advances and prepayments
Cash generated from operations
Financing cost
Income tax
Net cash used in operating activities
B)
751,516,571
5,861,202
757,377,774
622,798,416
8,415,800
631,214,216
(543,508,206)
(172,620,927)
(7,328,769)
(723,457,903)
33,919,871
(492,194,625)
(152,751,404)
(260,148)
(645,206,177)
(13,991,961)
(149,222,242)
(2,199,482)
(151,421,724)
(117,501,854)
(158,300,341)
(2,199,271)
(160,499,612)
(174,491,573)
(2,699,060)
(53,315,116)
(56,014,176)
(3,951,575)
(26,800,524)
(30,752,099)
(103,766,699)
303,362,164
(33,262,870)
(680,377)
(3,605,192)
162,047,026
151,656,350
345,671
(12,312,442)
(384,859)
(938,984)
138,365,736
(11,469,004)
(66,877,936)
Cash flows from investing activities
Purchase of property, plant and equipment
Payment for capital work-in-progress
Net cash from (used in) investing activities
C)
2013
Taka
Cash flows from financing activities
Inter-company debts (paid)/received
Short term loan (paid)/received
Long term loan (paid)/received
Advance received from customers and others
Deposits
Net cash flows from financing activities
D)
Net cash flow from all activities (A+B+C)
E)
Cash and cash equivalent at 1 January
(118,773,161)
(51,895,225)
F)
Cash and cash equivalent at year ended (D+E)
(130,242,165)
(118,773,161)
56,515,865
(186,758,030)
(130,242,165)
27,117,196
(145,890,357)
(118,773,161)
Closing balance represents:
Cash in hand and at bank
Bank overdraft
Managing Director
Director
Company Secretary
As per our separate report of even date annexed.
Dhaka : 26 April 2015
M. J. Abedin & CO
Chartered Accountants
Annual Report 2014
Page 147
ACI Salt Limited
Directors' Report
ACI Salt Limited was incorporated in 2004 with the Registrar of Joint Stock Companies, Dhaka,
Bangladesh under the Companies Act 1994 as a private limited company and 77.67% shares of it is held
by Advanced Chemical Industries Limited.
Since the inception of new Swiss plant, the company has achieved breakthrough outcome and been
maintaining this performance consistently. In 2014, the cutting edge technology of ACI Pure Salt has
utilized two-third of its production capacity. This reviving state of production has rejuvenated the
business with 21% volume growth in 2014 over 2013. Thereby, 155% growth in profitability over 2013
is also an indication of excellent business progress which will take it to an enormous growth in future.
Key Financial Results
Revenue
Taka
1,349,378,521
Gross profit
342,100,933
Operating profit
167,239,119
Profit before tax
68,989,127
On behalf of the Board
Dr. Arif Dowla
Director
Dhaka, 26 April 2015
Page 148
Annual Report 2014
Mr. Syed Alamgir
Managing Director
Hoda Vasi Chowdhury & Co
Chartered Accountants
ACI Salt Limited
Independent Auditors' Report to the Shareholders
We have audited the accompanying financial statements of ACI Salt Limited, which comprise the
statement of financial position as at 31 December 2014, the statement of profit or loss and other
comprehensive income, statement of changes in equity, statement of cash flows for the year then
ended, and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with Bangladesh Financial Reporting Standards (BFRSs), and for such internal control as
management determines is 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 on Auditing (BSAs). Those standards
require that we comply with ethical requirements 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 the auditor’s judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the entity’s
preparation and fair presentation of the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial position of
ACI Salt Limited as at 31 December 2014, and of its financial performance and its cash flows for the
year then ended in accordance with Bangladesh Financial Reporting Standards (BFRSs).
We also report that:
a) we have obtained all the information and explanation 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 account 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 and statement of profit or loss and other
comprehensive income along with the annexed notes 1 to 29 dealt with by the report are in
agreement with the books of account.
Dated : 26 April 2015
Place : Dhaka
Hoda Vasi Chowdhury & Co.
Chartered Accountants
National Office : BTMC Bhaban (8th Floor), 7-9 Karwan Bazar Commercial Area, Dhaka-1215, Bangladesh
Motijheel Office : Ispahani Building (3rd Floor), 14-15 Motijheel Commercial Area, Dhaka 1000, Bangladesh
Chittagong Office : Delwar Bhaban (4th Floor), 104 Agrabad Commercial Area, Chittagong-4100, Bangladesh
Annual Report 2014
Page 149
ACI Salt Limited
Statement of Financial Position
as at 31 December 2014
2014
Taka
2013
Taka
Assets
Non-current assets
Property, plant and equipment
At cost
Less: Accumulated depreciation
Capital work-in-progress
Long term investment
Current assets
Inventories
Trade receivables
Advances, deposits and prepayments
Advance income tax
Cash and cash equivalents
Total assets
1,300,825,622
376,617,422
924,208,200
924,208,200
10,772,276
934,980,476
1,285,362,049
298,565,039
986,797,010
7,074,552
993,871,562
9,332,911
1,003,204,473
239,982,118
28,074,593
13,335,210
2,512,034
60,335,189
344,239,144
1,279,219,620
342,800,762
15,071,660
14,666,460
8,199,552
34,064,030
414,802,464
1,418,006,937
300,000,000
98,041,594
398,041,594
200,000,000
31,681,567
231,681,567
104,818,139
92,060,457
196,878,595
278,169,001
93,480,045
371,649,046
15,680,526
1,881,300
165,865,601
69,961,213
40,601,017
381,725,796
8,583,977
684,299,430
1,279,219,620
123,799,487
41,979,560
159,400,929
69,217,609
47,061,844
356,949,168
16,267,727
814,676,324
1,418,006,937
Equity & Liabilities
Equity
Share capital
Retained earnings
Non-current Liabilities
Long term loans-non current portion
Deferred tax liability
Current liabilities
Bank overdrafts
Short-term loan from banks
Long term loan - current portion
Trade payables
Other payables
Inter-company payables
Current tax liability
Total equity and liabilities
Managing Director
Director
Company Secretary
Auditors' report to the shareholders
See annexed report of date
Dhaka : 26 April 2015
Page 150
Annual Report 2014
Hoda Vasi Chowdhury & Co.
Chartered Accountants
ACI Salt Limited
Statement of Profit or Loss and other Comprehensive Income
for the year ended 31 December 2014
2014
Taka
Revenue
2013
Taka
1,349,378,521
Cost of sales
(1,007,277,588)
Gross profit
342,100,933
Other income
184,289
Administrative, selling and distribution expenses
(175,046,103)
1,163,393,948
(859,457,857)
303,936,091
151,520
(138,526,454)
Operating profit
167,239,119
165,561,157
Financing costs
(94,618,985)
(118,492,666)
72,620,134
47,068,491
Contribution to WPPF
(3,631,007)
(2,353,425)
Profit before income tax
68,989,127
44,715,066
(4,048,688)
(5,817,727)
Income tax expenses
Current tax
Deferred tax income/(expense)
Net profit after tax for the year
Managing Director
Director
1,419,588
(12,922,326)
(2,629,100)
(18,740,053)
66,360,027
25,975,013
Company Secretary
Auditors' report to the shareholders
See annexed report of date
Dhaka : 26 April 2015
Hoda Vasi Chowdhury & Co.
Chartered Accountants
Annual Report 2014
Page 151
ACI Salt Limited
Statement of Changes in Equity
for the year ended 31 December 2014
Particulars
Balance as per 01 January 2013
Net profit after tax for the year
Retained
earnings
Total
Taka
Taka
Taka
100,000,000
105,706,554
205,706,554
-
25,975,013
25,975,013
Issuance of bonus share during the year
100,000,000
Balance as at 01 January 2014
200,000,000
31,681,567
Net profit after tax for the year
Page 152
Share
capital
(100,000,000)
231,681,567
-
66,360,027
66,360,027
Issuance of share during the year
100,000,000
-
100,000,000
Balance as at 31 December 2014
300,000,000
98,041,594
398,041,594
Annual Report 2014
ACI Salt Limited
Statement of Cash Flows
for the year ended 31 December 2014
2014
Taka
A
Cash flows from operating activities
Cash received from customers
Cash received from other income
Cash received/(paid) from/(for):
Purchase of inventories
Operating expenses
Other receivable
Workers' profit participation fund
Long term investment
Advances, deposits and prepayments
Cash generated from operating activities
Financing cost
Advance income tax
Income tax paid
Net cash from/(used) in operating activities
B
C
Cash flows from investing activities
Purchase of property, plant and equipment
Payment of capital work-in-progress
Net cash (used) in investing activities
Cash flows from financing activities
Repayment of short term loan
Repayment of long term loan
Proceed of inter-company payable
Proceeds from issuance of share capital
Net cash (used) in financing activities
2013
Taka
1,336,375,588
184,289
1,336,559,877
1,159,205,683
151,520
1,159,357,203
(825,719,159)
(169,452,781)
(15,628,953)
(1,439,365)
1,331,250
(1,010,909,008)
325,650,869
(943,585,847)
(134,662,637)
66,168
(888,794)
6,200,540
(1,072,870,570)
86,486,633
(94,618,985)
5,687,518
(11,732,438)
(100,663,905)
224,986,964
(118,492,666)
(4,133,219)
(122,625,885)
(36,139,252)
(8,389,021)
(8,389,021)
(16,311,259)
(6,914,457)
(23,225,716)
(40,098,260)
(166,886,191)
24,776,628
100,000,000
(82,207,823)
(209,989,969)
(193,347,477)
90,880,888
(312,456,558)
D
Net cash flows (A+B+C)
134,390,120
(371,821,526)
E
F
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year (D+E)
(89,735,457)
44,654,663
282,086,069
(89,735,457)
60,335,189
(15,680,526)
44,654,663
34,064,030
(123,799,487)
(89,735,457)
Closing balance represents:
Cash and cash equivalents
Bank overdrafts
Annual Report 2014
Page 153
ACI Motors Limited
Directors' Report
ACI Motors Limited, a private limited company, incorporated in 2007 with the Registrar of Joint Stock
Companies, Dhaka, under Companies Act 1994 as a subsidiary of Advanced Chemical Industries (ACI)
Limited with 66.5% shareholding. The company was established with an objective to market high
quality agri machineries and light commercial vehicle.
In 2014, ACI Motors Limited was recognized with the ISO 9001:2008 certification for Quality
Management Systems assuring the quality services in transforming mechanization in Bangladesh. ACI
Motors Limited focused the premium segment of the tractor portfolio providing exceptional customer
service whereas power tiller portfolio ensured profit maximization through innovative market model.
There was a positive trend for agri - machineries as the paddy price was good. ACI Motors Limited has
inked a dealership agreement with Case Construction Equipment, India - world's leading construction
equipment manufacturer through which ACI Motors Limited will act as both agent and dealer of Case
Construction machineries. A wide range of technologically sound products like diesel generator, gas
generator and tractor operated feed mixture machine which is the first time in Bangladesh were
introduced in the year 2014. Implementation of these new innovative agri-machineries will play a vital
role in viably transform mechanization in Bangladesh agricultural sector.
Key Financial Results
Revenue
Taka
1,869,364,121
Gross profit
511,918,453
Operating profit
263,779,266
Profit before tax
170,354,065
Profit after tax
110,125,685
On behalf of the Board
Dr. Arif Dowla
Managing Director
Dhaka, 26 April 2015
Page 154
Annual Report 2014
Dr. F H Ansarey
Director
ASHRAFUL HAQUE NABI & CO.
Chartered Accountants
6, Motijheel Com. Area.
Bhuiyan Mansion
(2nd floor), Dhaka-1000
Tel: 9559682, 9569620
E-mail: ashrafulnabi@yahoo.com
ACI Motors Limited
Auditors' Report to the Shareholders
We have audited the accompanying financial statements of ACI Motors Limited which comprise the statement
of financial position as at 31 December 2014, statement of profit or loss and other comprehensive income,
statement of changes in equity and statement of cash flows for the year then ended and a summary of
significant accounting policies and other relevant explanatory notes.
Management's responsibility for the financial statement:
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with Bangladesh Financial Reporting Standards (BFRSs) and Bangladesh Accounting Standards
(BASs), the Companies act 1994 and other applicable laws and regulations and for such internal control as
management determines necessary to enable the preparation of financial statements that are free from
material misstatements, 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 on Auditing (BSAs). Those standards require that we comply
with relevant ethical requirements 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 or 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 give a true and fair view of the financial position of ACI Motors Limited
as at 31 December 2014 and of its financial performance and its cash flows for the year then ended in
accordance with Bangladesh Financial Reporting Standards (BFRSs), Bangladesh Accounting Standards (BASs)
and comply with the Companies Act, 1994 and other applicable laws and regulations.
We also report that:
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 account as required by law have been kept by the company so far as it
appeared from our examination of those books; and
c)
the statement of financial position and statement of comprehensive income along with the annexed notes
1 to 25 dealt with by the report are in agreement with the books of account.
Dated : 26 April 2015
Place : Dhaka
Ashraful Haque Nabi & Co.
Chartered Accountants
Annual Report 2014
Page 155
ACI Motors Limited
Statement of Financial Position
as at 31 December 2014
2014
Taka
2013
Taka
Assets:
Property, plant and equipment:
At cost
Accumulated depreciation
15,263,419
(8,746,232)
6,517,187
6,056,803
12,573,990
Deferred tax assets
Non-current assets
Inventories
Trade receivables
Other receivables
Advances, deposits and prepayments
Advance income tax
Cash and cash equivalents
Current assets
Total assets
Equity and liabilities
Equity
Share capital
Retained earnings
Total equity
Liabilities
Long term liabilities
Non-current liabilities
Bank overdraft
Short term bank loan
Long term bank loan -current portion
Trade payables
Other payables
Inter-company liabilities
Current tax liability
Current liabilities
Total liabilities
Total equity and liabilities
Managing Director
427,474,832
1,173,175,881
8,519,269
32,132,984
66,056,154
102,035,883
1,809,395,003
1,821,968,993
332,144,109
1,068,682,156
5,593,435
49,864,158
70,597,003
74,474,687
1,601,355,548
1,607,557,098
1,000,000
329,535,273
330,535,273
1,000,000
219,409,588
220,409,588
330,519,162
330,519,162
256,232,363
256,232,363
12,319,760
747,457,939
141,848,842
32,181,067
57,312,698
60,943,318
108,850,934
1,160,914,558
1,491,433,720
1,821,968,993
Director
8,972,305
(5,684,405)
3,287,900
2,913,650
6,201,550
(43,211,883)
728,853,691
178,480,845
44,959,058
80,991,610
39,369,746
101,472,080
1,130,915,147
1,387,147,510
1,607,557,098
Company Secretary
As per our separate report of even date annexed.
Dhaka : 26 April 2015
Page 156
Annual Report 2014
Ashraful Haque Nabi & Co.
Chartered Accountants
ACI Motors Limited
Statement of Profit or Loss and other Comprehensive Income
for the year ended 31 December 2014
2014
Taka
Revenue
Cost of sales
2013
Taka
1,869,364,121
(1,357,445,668)
Gross profit
Administrative, selling and distribution expenses
1,498,478,951
(1,076,637,106)
511,918,453
421,841,845
(248,139,187)
(189,065,009)
Operating profit
263,779,266
232,776,836
Financing costs
(93,425,201)
(102,340,928)
Profit before income tax
170,354,065
130,435,908
(63,371,532)
3,143,152
(60,228,380)
(48,141,698)
1,088,297
(47,053,401)
110,125,685
83,382,507
Income tax expenses:
Current tax expense
Deferred tax income
Net profit after tax for the year
Managing Director
Director
Company Secretary
As per our separate report of even date annexed.
Dhaka : 26 April 2015
Ashraful Haque Nabi & Co.
Chartered Accountants
Annual Report 2014
Page 157
ACI Motors Limited
Statement of Changes in Equity
for the year ended 31 December 2014
Particulars
Balance as at 01 January 2013
Net profit for the year
Share
capital
Retained
earnings
Total
Taka
Taka
Taka
1,000,000
136,027,081
137,027,081
-
83,382,507
83,382,507
Other comprehensive income/(loss) for the year
-
-
-
Total comprehensive income for the period
-
83,382,507
83,382,507
Balance as at 31 December 2013
1,000,000
219,409,588
220,409,588
Balance as at 01 January 2014
1,000,000
219,409,588
220,409,588
Net profit for the year
-
110,125,685
110,125,685
Other comprehensive income/(loss) for the year
-
-
-
110,125,685
110,125,685
1,000,000
329,535,273
330,535,273
Total comprehensive income for the year
Balance at 31 December 2014
Managing Director
Director
Company Secretary
As per our separate report of even date annexed.
Dhaka : 26 April 2015
Page 158
Annual Report 2014
Ashraful Haque Nabi & Co.
Chartered Accountants
ACI Motors Limited
Statement of Cash Flows
for the year ended 31 December 2014
2014
Taka
A)
Cash flows from operating activities
Cash receipts from customers
Receipts from other receivables
Cash paid for:
Purchase of inventory
Operating expenses
Advances, deposits and prepayments
Cash generated from operating activities
Financing costs
Income tax paid
Net cash used in operating activities
B)
C)
2013
Taka
1,764,870,396
(2,925,834)
1,761,944,562
1,338,525,551
4,018,701
1,342,544,252
(1,465,554,382)
(268,756,271)
17,731,174
(1,716,579,479)
45,365,083
(1,175,192,551)
(133,207,880)
(25,092,411)
(1,333,492,842)
9,051,410
(93,425,201)
(51,451,830)
(144,877,031)
(99,511,948)
(102,340,928)
(16,944,440)
(119,285,368)
(110,233,959)
Cash flows from investing activities
Acquisition of property, plant and equipment
(6,291,115)
-
Net cash from (used in) investing activities
(6,291,115)
-
Cash flows from financing activities
Inter-company debts received/(paid)
Short term loan received/(paid)
Long term loan received/(paid)
Net cash from financing activities
21,573,572
18,604,248
37,654,796
77,832,616
(50,902,047)
191,605,447
(11,138,327)
129,565,073
D)
Net increase/(decrease) in cash and cash equivalents (A+B+C)
(27,970,447)
19,331,115
E)
Cash and cash equivalents at 01 January
117,686,570
98,355,455
F)
Cash and cash equivalents at 31 December (D+E)
Closing balance represents:
Cash and cash equivalents
Bank overdraft
89,716,123
117,686,570
102,035,883
(12,319,760)
89,716,123
74,474,687
43,211,883
117,686,570
Annual Report 2014
Page 159
Creative Communication Limited
Directors' Report
Creative Communication Limited is a private limited company incorporated in 2007 with the Registrar of
Joint Stock Companies and Firms, Dhaka, Bangladesh under Companies Act 1994 as a subsidiary of
Advanced Chemical Industries Limited with 60% shareholding. The company is an integrated
communication house staffed by dedicated and pragmatic specialists working as a team. As a forwardthinking marketing and advertising firm, Creative Communication Limited is a solid partner at both
strategic and tactical levels and has developed several partnerships with the most state-of-the-art
players in numerous fields.
The principal business of the Company is to provide result-oriented advertisement, public relation and
complete corporate communication solutions and has long experience in handling outdoors, events and
project management along with strong rapport in the electronic and press media. The financial result of
the Company for the year ended 31 December 2014 is as follows:
Key Financial Results
Taka
Revenue
40,039,898
Gross profit
15,761,814
Operating profit
14,807,160
Profit before tax
19,330,704
Profit after tax
12,242,123
On behalf of the Board
Dr. Arif Dowla
Director
Dhaka, 26 April 2015
Page 160
Annual Report 2014
Bilkis Mansoor
Director
ASHRAFUL HAQUE NABI & CO.
Chartered Accountants
6, Motijheel Com. Area.
Bhuiyan Mansion
(2nd floor), Dhaka-1000
Tel: 9559682, 9569620
E-mail: ashrafulnabi@yahoo.com
Auditors' Report to the Shareholders of
Creative Communication Limited
We have audited the accompanying financial statements of Creative Communication Limited which
comprise the statement of financial position as at 31 December 2014, the statement of profit or loss and
other comprehensive income, statement of changes in equity and statement of cash flows for the year
ended and a summary of significant accounting policies and other relevant explanatory notes.
Management’s responsibility for the financial statement:
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with Bangladesh Financial Reporting Standards (BFRSs) and Bangladesh Accounting
Standards (BASs), the Companies Act 1994 and other applicable laws and regulations and for such
internal control as management determines necessary to enable the preparation of financial statements
that are free from material misstatements, 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 on Auditing (BSAs). Those standards
require that we comply with relevant ethical requirements 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 or 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 give a true and fair view of the financial position of Creative
Communication Limited as at 31 December 2014 and of its financial performance and its cash flows for
the year ended in accordance with Bangladesh Financial Reporting Standards (BFRSs), Bangladesh
Accounting Standards (BASs) and comply with the Companies Act, 1994 and other applicable laws and
regulations.
We also report that:
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 account as required by law have been kept by the company so far as
it appeared from our examination of those books;
c) the statement of financial position and statement of comprehensive income along with the annexed
notes 1 to 17 dealt with by the report are in agreement with the books of account.
Dated : 26 April 2015
Place : Dhaka
Ashraful Haque Nabi & Co.
Chartered Accountants
Annual Report 2014
Page 161
Creative Communication Limited
Statement of Financial Position
as at 31 December 2014
2014
Taka
Assets
Non-current assets :
Property, plant and equipment
Accumulated depreciation
Deferred tax assets
Current assets :
Advances, deposits and prepayments
Trade receivables
Other receivables
Advance income tax
Cash and cash equivalents
Total assets
Equity and liabilities
Shareholders' equity :
Share capital
Retained earnings
Non-current liabilities
Deferred tax liability
Current liabilities
Inter-company payables
Other payables
Current tax liability
Total liabilities
Total equity and liabilities
Director
Director
2013
Taka
4,148,990
(2,839,367)
1,309,623
172,673
3,761,987
(1,925,192)
1,836,795
-
247,840
36,212,006
2,371,519
4,992,189
31,793,653
75,617,207
77,099,503
568,867
22,618,344
4,493,273
29,185,388
56,865,872
58,702,667
1,000,000
48,126,461
49,126,461
1,000,000
35,884,338
36,884,338
-
10,052
10,052
12,452,424
3,315,326
12,205,292
27,973,042
27,973,042
77,099,503
10,723,821
1,209,682
9,874,774
21,808,277
21,818,329
58,702,667
Company Secretary
Auditors' Report to the Shareholders
See annexed report of date.
Dhaka : 26 April 2015
Page 162
Annual Report 2014
Ashraful Haque Nabi & Co.
Chartered Accountants
Creative Communication Limited
Statement of Profit or Loss and other Comprehensive Income
for the year ended 31 December 2014
Revenue
Cost of service
Gross profit
Administrative & selling expenses
Operating profit
Financing income
Profit before income tax
Income tax expenses
Current tax expense
Deferred tax income/(expense)
Net profit after tax
Other comprehensive income
Total comprehensive income
Director
Director
2014
Taka
2013
Taka
40,039,898
(24,278,084)
15,761,814
(954,654)
14,807,160
4,523,544
19,330,704
29,536,152
(18,925,747)
10,610,405
(829,720)
9,780,685
2,787,964
12,568,649
(7,271,306)
182,725
(7,088,581)
12,242,123
12,242,123
(4,999,183)
33,242
(4,965,941)
7,602,708
7,602,708
Company Secretary
Auditors' Report to the Shareholders
See annexed report of date.
Dhaka : 26 April 2015
Ashraful Haque Nabi & Co.
Chartered Accountants
Annual Report 2014
Page 163
Creative Communication Limited
Statement of Changes in Equity
for the year ended 31 December 2014
Particulars
Balance as at 1 January 2013
Net profit after tax for the year
Share
capital
Retained
earnings
Total
Taka
Taka
Taka
1,000,000
28,281,630
29,281,630
-
7,602,708
7,602,708
Total other comprehensive income
-
-
-
Total other comprehensive income for the year
-
7,602,708
7,602,708
1,000,000
35,884,338
36,884,338
Net profit after tax for the year
-
12,242,123
12,242,123
Total other comprehensive income
-
-
-
Total other comprehensive income for the year
-
12,242,123
12,242,123
1,000,000
48,126,461
49,126,461
Balance as at 31 December 2013
Balance as at 31 December 2014
Director
Director
Company Secretary
Auditors' Report to the Shareholders
See annexed report of date.
Dhaka : 26 April 2015
Page 164
Annual Report 2014
Ashraful Haque Nabi & Co.
Chartered Accountants
Creative Communication Limited
Statement of Cash Flows
for the year ended 31 December 2014
2014
Taka
A)
2013
Taka
Cash flows from operating activities
Cash receipts from income
24,074,717
24,884,074
24,074,717
24,884,074
(22,212,916)
(20,145,696)
Cash paid for:
Operating expenses
Advances, deposits and prepayments
Cash used in operation
Financing income/(cost)
Income tax
Net cash generated from/ (used in) operating activities
B)
C)
321,028
(21,891,889)
4,523,544
(140,777)
(20,286,473)
2,787,964
(5,439,705)
(3,937,276)
(916,162)
(1,149,312)
1,266,666
3,448,289
Cash flows from investing activities
Purchase of property, plant and equipment
(387,003)
(703,130)
Net cash used in investing activities
(387,003)
(703,130)
Cash flows from financing activities
Inter-company debts received/(paid)
1,728,603
27,602,735
Net cash from financing activities
1,728,603
27,602,735
D)
Net increase in cash and cash equivalent (A+B+C)
2,608,266
30,347,894
E)
Cash and cash equivalent at 1 January 2014
29,185,388
(1,162,506)
F)
Cash and cash equivalent at 31 December 2014 (D+E)
31,793,654
29,185,388
Closing balance represents:
Cash and cash equivalents
31,793,653
29,185,388
31,793,653
29,185,388
Annual Report 2014
Page 165
Premiaflex Plastics Limited
Directors' Report
Premiaflex Plastics Limited, a private limited company, incorporated in 2007 with the Registrar of Joint
Stock Companies, Dhaka, Bangladesh under Companies Act 1994 having 87.32% shares held by
Advanced Chemical Industries Limited. The principal activities of the company are manufacturing and
marketing of plastic products, flexible printing and doing other ancillary business associated with plastic
and flexible printing.
In 2014, Premiaflex Plastics Limited has managed to attain a significant sales growth by penetrating
existing markets and exploring new markets, focusing on multinational companies. Premiaflex Plastics
Limited has been able to create a benchmark of quality business through supplying quality products,
usage of best quality raw materials and dedicated customer service. The future looks bright for the
business due to bringing in new technological extension to the product line and also grows a good
relation with business partners. In 2014, through the introduction of "Metalized Coating Machine",
Premiaflex Plastics Limited has been able to manufacture raw materials such as MPET, MCPP for this
industry to ensure future prosperity in the metalized market. Premiaflex Plastics Limited which has
already been recognized with the ISO 9001:2008 and HACCP certification is also working for the
recognition of FSSC 22000 certification assuring quality services in the transformation of the packaging
industry.
Key Financial Results
Revenue
Taka
1,614,221,088
Gross profit
293,542,580
Operating profit
241,799,112
Profit before tax
151,921,367
Profit after tax
99,908,094
On behalf of the Board
Dr. Arif Dowla
Managing Director
Dhaka, 26 April 2015
Page 166
Annual Report 2014
Dr. F H Ansarey
Director
ASHRAFUL HAQUE NABI & CO.
Chartered Accountants
6, Motijheel Com. Area.
Bhuiyan Mansion
(2nd floor), Dhaka-1000
Tel: 9559682, 9569620
E-mail: ashrafulnabi@yahoo.com
Premiaflex Plastics Limited
Independent Auditors' Report to the Shareholders
We have audited the accompanying financial statements of Premiaflex Plastics Limited which comprise the
statement of financial position as at 31 December 2014 and the statement of profit or loss and other
comprehensive income, statement of changes in shareholders equity and statement of cash flows for the year
then ended and a summary of significant accounting policies and other relevant explanatory notes.
Management’s responsibility for the financial statement:
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with Bangladesh Financial Reporting Standards (BFRSs), the Companies act 1994 and other
applicable laws and regulations and for such internal control as management determines necessary to enable
the preparation of financial statements that are free from material misstatements, 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 on auditing (BSAs). Those standards require that we comply
with relevant ethical requirements 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 or 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 prepared in accordance with the Bangladesh Financial Reporting
Standards (BFRSs), give a true and fair view of the state of the Company’s affairs as at 31 December 2014
and of the results of its operations and its cash flows for the year then ended and comply with the Companies
Act, 1994 and other applicable laws and regulations.
We also report that:
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 account as required by law have been kept by the company so far as it
appeared from our examination of those books; and
c)
the statement of financial position and statement of comprehensive income along with the annexed notes
1 to 29 dealt with by the report are in agreement with the books of account.
Dated : 26 April 2015
Place : Dhaka
Ashraful Haque Nabi & Co.
Chartered Accountants
Annual Report 2014
Page 167
Premiaflex Plastics Limited
Statement of Financial Position
as at 31 December 2014
2014
Taka
Assets
Property, plant and equipment-at cost
Accumulated depreciation
2013
Taka
716,047,108
(223,649,748)
492,397,360
2,071,840
3,447,149
497,916,349
Capital work-in-progress
Long-term investments
Total non-Current assets
Current assets
Inventories
Advances, deposits and prepayments
Trade receivables
Advance income tax
Inter-company receivables
Cash and cash equivalents
Total current assets
Total assets
304,497,051
28,308,700
399,146,054
238,822,682
19,913,862
69,700,353
1,060,388,702
1,558,305,051
521,652,032
(172,088,666)
349,563,366
37,250,781
386,814,147
331,314,365
20,524,841
447,079,487
155,416,656
23,709,480
37,605,967
1,015,650,796
1,402,464,943
Equity
Share capital
Available for sale reserve
Retained earnings
Total equity
300,000,000
(136,482)
218,466,534
518,330,052
Liability
Long term bank loan
Deferred tax liability
Non-current liabilities
114,679,496
61,829,229
176,508,725
50,488,113
41,327,156
91,815,269
25,774,561
196,721,432
484,438,653
46,900,043
12,213,321
25,761,605
71,656,660
863,466,275
1,039,974,999
1,558,305,051
63,100,125
210,564,943
506,177,149
47,073,922
7,939,358
17,075,114
40,160,624
892,091,235
983,906,504
1,402,464,943
Bank overdraft
Inter-company payables
Short term bank loan
Long term bank loan-current portion
Trade payables
Other Payables
Current tax liability
Current liabilities
Total liabilities
Total equity and liabilities
Managing Director
Director
300,000,000
118,558,440
418,558,440
Company Secretary
Auditors' Report to the Shareowners
See annexed report of date.
Dhaka : 26 April 2015
Page 168
Annual Report 2014
Ashraful Haque Nabi & Co.
Chartered Accountants
Premiaflex Plastics Limited
Statement of Profit or Loss and other Comprehensive Income
for the year ended 31 December 2014
2014
Taka
Revenue
Cost of sales
Gross profit
Administrative, selling and distribution expenses
Operating profit
Other income
Financing cost
Provision for contribution to WPPF
Profit before income tax
Income tax expenses
Current tax expenses
Deferred tax income/ (expenses)
Net profit after tax
Other comprehensive income
Change in fair value of available-for-sale-financial assets
Income tax on other comprehensive income
Total other comprehensive income for the year net of tax
Total profit and other comprehensive income for the year
Managing Director
Director
2013
Taka
1,614,221,088
(1,320,678,508)
293,542,580
(51,743,468)
241,799,112
11,966,585
253,765,697
(93,848,468)
159,917,229
(7,995,861)
151,921,367
1,413,401,744
(1,172,396,936)
241,004,808
(36,191,909)
204,812,899
9,133,740
213,946,639
(106,950,244)
106,996,395
(5,349,820)
101,646,576
(31,496,035)
(20,517,238)
(52,013,273)
99,908,094
(31,440,835)
1,597,273
(29,843,562)
71,803,014
(151,647)
15,165
(136,482)
99,771,612
71,803,014
Company Secretary
Auditors' Report to the Shareowners
See annexed report of date.
Dhaka : 26 April 2015
Ashraful Haque Nabi & Co.
Chartered Accountants
Annual Report 2014
Page 169
Premiaflex Plastics Limited
Statement of Changes in Shareowners' Equity
for the year ended 31 December 2014
Particulars
Balance as at 01 January 2013
Share
Capital
Share
Money
Deposited
Taka
Taka
Available
for sale
Reserve
80,000,000
191,055,000
-
-
Net profit after tax for the year
-
Retained
Earnings
Total
Taka
Taka
46,755,426 126,755,426
71,803,014
71,803,014
Total other comprehensive income
-
-
-
-
Total profit and other comprehensive income for the year
-
-
-
71,803,014
71,803,014
-
-
-
-
Contributions by and distributions to owners of the Company:
Issuance of Bonus Shares
Share money deposited
-
28,945,000
-
-
28,945,000
Raising share capital
220,000,000
(220,000,000)
-
-
-
Total contributions by and distributions to owners
of the company
220,000,000
(191,055,000)
-
28,945,000
Balance as at 31 December 2013
300,000,000
-
-
-
-
-
Net profit after tax for the year
-
118,558,440 418,558,440
99,908,094
99,908,094
Total other comprehensive income
-
-
(136,482)
-
(136,482)
Total profit and other comprehensive income for the year
-
-
(136,482)
99,908,094
99,771,612
Share money deposited
-
-
-
-
Raising share capital
-
-
-
-
Total contribution by and distribution to owners
of the company
-
-
-
-
Balance as at 31 December 2014
300,000,000
-
Managing Director
Director
Contributions by and distributions to owners of the Company:
(136,482)
218,466,534 518,330,052
Company Secretary
Auditors' Report to the Shareowners
See annexed report of date.
Dhaka : 26 April 2015
Page 170
Annual Report 2014
Ashraful Haque Nabi & Co.
Chartered Accountants
Premiaflex Plastics Limited
Statement of Cash Flows
for the year ended 31 December 2014
2014
Taka
A)
Cash flows from operating activities
Cash receipts from customers
Cash receipts from other income
1,662,154,521
11,966,585
1,674,121,106
1,401,970,022
9,133,740
1,411,103,762
(1,238,331,971)
(51,437,647)
690,629
(7,783,859)
(1,296,862,848)
377,258,258
(1,173,485,759)
(35,974,802)
(1,025,957)
(11,379,157)
(1,221,865,675)
189,238,087
Net cash from operating activities
(93,848,468)
(83,406,026)
(177,254,494)
200,003,764
(106,950,244)
(56,503,452)
(163,453,696)
25,784,391
Cash flows from investing activities
Purchases of property, plant and equipment
Investments
Payments for capital-work-in-progress
Net cash used in investing activities
(749,007)
(3,598,794)
(158,467,129)
(162,814,929)
(4,354,955)
(37,498,851)
(41,853,806)
(10,047,893)
(21,738,496)
64,017,504
32,231,115
(109,919,823)
28,945,000
154,482,836
(52,327,446)
21,180,567
Cash paid for:
Purchase of inventory
Operating expenses
Receipts from/(payments to) other payables
Advances, deposits and prepayments
Cash generated from operating activities
Financing cost
Income tax paid
B)
C)
2013
Taka
Cash flows from financing activities
Inter-company received/(Paid)
Receipts from share money deposited
Short term bank loan received
Long term bank loan received/ (Paid)
Net cash flows provided by financing activities
D)
Net cash inflows/(outflows) in cash and cash equivalents (A+B+C)
E)
Cash and cash equivalents at 1 January
F)
Cash and cash equivalents at 31 December (D+E)
Closing Balance represents:
Cash and cash equivalents (Note-11)
Bank overdraft (Note-15)
69,419,950
5,111,152
(25,494,158)
(30,605,311)
43,925,792
(25,494,158)
69,700,353
(25,774,561)
43,925,792
37,605,967
(63,100,125)
(25,494,158)
Annual Report 2014
Page 171
ACI Agrochemicals Limited
Directors' Report
ACI Agrochemicals Limited, a private limited company, was incorporated in 2006 with the Registrar of
Joint Stock Companies, Dhaka, Bangladesh under Companies Act 1994 as a subsidiary with 90% shares
owned by Advanced Chemical Industries Limited.
The principal activities of the company are formulating and packaging of pesticides, fertilizer and plant
nutrient products. The company is yet to start its operation.
Key Financial Results
Taka
Revenue
-
Expenses
(16,897)
Loss after tax
(16,897)
On behalf of the Board
Dr. Arif Dowla
Managing Director
Dhaka, 26 April 2015
Page 172
Annual Report 2014
Dr. F H Ansarey
Director
Shiraz Khan Basak & Co.
Chartered Accountants
ACI Agrochemicals Limited
Auditors' Report to the Shareholders
We have audited the accompanying financial statements of ACI Agrochemicals Limited, which comprise
the statement of financial position as at 31 December 2014, the satement of comprehensive income,
statement of changes in equity, statement of cash flows for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management’s responsibility for the financial statements
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with Bangladesh Financial Reporting Standards (BFRSs), and for such internal control as
management determines is necessary to enable the preparation of these financial statements that are
free from material misstatement, whether due to fraud and error.
Auditors’ 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 on Auditing (BSAs). Those standards
require that we comply with ethical requirements 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 the auditors’ judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the entity’s
preparation and fair presentation of the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
Opinion
In our opinion, the financial statements prepared in accordance with Bangladesh Financial Reporting
Standards (BFRSs), give a true and fair view of the state of the financial position of the Company as at
31 December 2014 and of the financial performance and its cash flows for the year then ended and
comply with the Companies Act 1994 and other applicable laws and regulations.
We also report that:
a)
we have obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit and made due verification thereof;
b.
in our opinion, proper books of account as required by law have been kept by the company so far as
it appeared from our examination of those books and
c.
Company’s statement of financial position and statement of comprehensive income together with
the annexed notes 1 to 4 dealt with by the report are in agreement with the books of account
Dated : 26 April 2015
Place : Dhaka
Shiraz Khan Basak & CO.
Chartered Accountant
Annual Report 2014
Page 173
ACI Agrochemicals Limited
Statement of Financial Position
as at 31 December 2014
31-Dec-14
Taka
31-Dec-13
Taka
Assets
Current assets
Cash in hand
-
Equity and liabilities
Share capital
Accumulated loss
Current liabilities
Current Account with ACI Limited
Audit fee payable
Company Secretary
Director
-
20,000
(273,599)
(253,599)
20,000
(256,702)
(236,702)
246,099
7,500
253,599
229,202
7,500
236,702
-
-
Director
As per our report of same date.
Dhaka : 26 April 2015
Page 174
Annual Report 2014
Shiraz Khan Basak & CO.
Chartered Accountants
ACI Agrochemicals Limited
Statement of Profit or Loss and other Comprehensive Income
for the year ended 31 December 2014
31-Dec-14
Taka
Revenue
31-Dec-13
Taka
-
-
Less expenses:
Bank Charge
Audit Fee
Fees, Rates and taxes
Net Profit/(Loss)
Company Secretary
Director
345
810
8,625
7,500
7,927
45,380
16,897
53,690
(16,897)
(53,690)
Director
As per our report of same date.
Dhaka : 26 April 2015
Shiraz Khan Basak & CO.
Chartered Accountants
Annual Report 2014
Page 175
Flyban Insecticides Limited
Directors' Report
Flyban Insecticides Limited, a private limited company, was incorporated in 1991 with the Registrar of
Joint Stock Companies, Dhaka, Bangladesh under Companies Act 1994 as a subsidiary with 51% shares
owned by Advanced Chemical Industries Limited.
The company has been dormant for last ten years. The principal business of the company was
manufacturing and marketing of Mosquito coils.
Key Financial Results
Taka
Revenue
-
Expenses
(10,352)
Loss after tax
(10,352)
On behalf of the Board
Dr. F H Ansarey
Managing Director
Dhaka, 26 April 2015
Page 176
Annual Report 2014
Sheema Abed Rahman
Director
Shiraz Khan Basak & Co.
Chartered Accountants
Flyban Insecticides Limited
Auditors' Report to the Shareholders
We have audited the accompanying financial statements of Flyban Insecticides Limited, which comprise
the statement of financial position as at 31 December 2014, the satement of comprehensive income,
statement of changes in equity, statement of cash flows for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management’s responsibility for the financial statements
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with Bangladesh Financial Reporting Standards (BFRSs), and for such internal control as
management determines is necessary to enable the preparation of these financial statements that are
free from material misstatement, whether due to fraud and error.
Auditors’ 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 on Auditing (BSAs). Those standards
require that we comply with ethical requirements 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 the auditors’ judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the entity’s
preparation and fair presentation of the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
Opinion
In our opinion, the financial statements prepared in accordance with Bangladesh Financial Reporting
Standards (BFRSs), give a true and fair view of the state of the financial position of the Company as at
31 December 2014 and of the financial performance and its cash flows for the year then ended and
comply with the Companies Act 1994 and other applicable laws and regulations.
We also report that:
a. we have obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit and made due verification thereof;
b.
in our opinion, proper books of account as required by law have been kept by the company so far as
it appeared from our examination of those books and
c.
Company’s statement of financial position and statement of comprehensive income together with
the annexed notes 1 to 7 dealt with by the report are in agreement with the books of account
Dated : 26 April 2015
Place : Dhaka
Shiraz Khan Basak & CO.
Chartered Accountants
Annual Report 2014
Page 177
Flyban Insecticides Limited
Statement of Financial Position
as at 31 December 2014
31-Dec-14
Taka
31-Dec-13
Taka
Assets
Property, plant and equipment:
At cost
6,349,299
6,349,299
Total asset:
6,349,299
6,349,299
5,000,000
(488,027)
4,511,973
5,000,000
(477,675)
4,522,325
1,024,661
812,665
1,837,326
1,014,308
812,666
1,826,974
6,349,299
6,349,299
Equity and liabilities
Shareholders' equity:
Share capital
Accumulated loss
Current liabilities:
Current Account with ACI Limited
Other liabilities
Director & Company Secretary
Managing Director
As per our report of same date
Dhaka : 26 April 2015
Page 178
Annual Report 2014
Shiraz Khan Basak & CO.
Chartered Accountants
Flyban Insecticides Limited
Statement of Comprehensive Income
for the year ended 31 December 2014
2014
Taka
Revenue
-
2013
Taka
-
Less: expenses
Fees, rates and taxes
1,728
1,228
Audit fee
8,624
7,500
10,352
8,728
(10,352)
(8,728)
Net Profit /(Loss)
Director & Company Secretary
Managing Director
As per our report of same date
Dhaka : 26 April 2015
Shiraz Khan Basak & CO.
Chartered Accountants
Annual Report 2014
Page 179
ACI Edible Oils Limited
Directors' Report
Established in 2010 as a private limited company under the Companies Act 1994, ACI Edible Oils Limited
is a subsidiary of Advanced Chemical Industries (ACI) Limited that owns 85% shares in the company.
The edible oil market in Bangladesh has been increasingly shifting towards healthier oil as consumer
priorities move in that direction. ACI Edible Oils is moving forward with its prestigious brand ACI
Nutrilife. ACI Nutrilife Rice Bran Oil has been gaining enormous popularity since its launching, with a
staggering gross profit growth of 258% and there by gaining a bottom line growth of 58% compared to
that of 2013. Rice Bran Oil is produced from rice bran and is the most balanced and versatile edible oil
in the market, which is a good source of Vitamin E and its high smoke point, requires less oil usage in
cooking. Innovative, unconventional and niche marketing campaigns were undertaken in order to
increase brand awareness in 2014.
ACI Edible Oils Limited respecting the consumers' priorities and preferences is providing the market with
healthy edible oils and following financials give a glimpse of how far the company has succeeded in
attaining its goal. The financial figures of the year ended 31 December, 2014 are as follows:
Key Financial Results
Taka
Revenue
78,918,180
Gross Profit
10,269,188
Operating Expenses
(6,537,573)
Operating Profit
3,731,615
Profit after Tax
3,582,366
On behalf of the Board
Dr. Arif Dowla
Director
Dhaka, 26 April 2015
Page 180
Annual Report 2014
Mr. Syed Alamgir
Director
ASHRAFUL HAQUE NABI & CO.
Chartered Accountants
6, Motijheel Com. Area.
Bhuiyan Mansion
(2nd floor), Dhaka-1000
Tel: 9559682, 9569620
E-mail: ashrafulnabi@yahoo.com
Independent Auditors' Report to the Shareholders of
ACI Edible Oils Limited
We have audited the accompanying financial statements of ACI Edible Oils Limited, which comprise the statement of
financial position as at 31 December 2014, the satement of profit or loss and other comprehensive income,
statement of changes in shareholder equity, statement of cash flows for the year then ended, and a summary of
significant accounting policies and other relevant explanatory notes.
Management’s responsibility for the financial statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with
Bangladesh Financial Reporting Standards (BFRSs), the companies Act 1994 and other applicable laws and
regulations and for such internal control as management determines necessary to enable the preparation of these
financial statements that are free from material misstatements, whether due to fraud and error.
Auditors’ 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 on Auditing (BSAs). Those standards require that we comply with relevant
ethical requirements 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 the auditors’ judgement, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,
we considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in
order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the financial statements prepared in accordance with Bangladesh Financial Reporting Standards
(BFRSs), give a true and fair view of the state of the Company's affairs as at 31 December 2014 and of the results of
its operations and its cash flows for the year then ended and comply with the Companies Act 1994 and other
applicable laws and regulations.
We also report that:
a.
we have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit and made due verification thereof;
b.
in our opinion, proper books of account as required by law have been kept by the company so far as it appeared
from our examination of those books and
c.
the statement of financial position and statement of comprehensive income along with the annexed notes 1 to 18
dealt with by the report are in agreement with the books of account .
Dated : 26 April 2015
Place : Dhaka
Ashraful Haque Nabi & Co.
Chartered Accountants
Annual Report 2014
Page 181
ACI Edible Oils Limited
Statement of Financial Position
as at 31 December 2014
2014
Taka
Assets
Deferred Tax Asset
Current assets:
Inventories
Advances, deposits and prepayments
Trade receivables
Inter-company receivables
Advance tax
Cash and cash equivalents
Total assets
Equity and liabilities
Shareholders' equity:
Share capital
Retained earnings
Current liabilities:
Trade payables
Other payables
Inter-company payables
Current tax liability
Total equity and liabilities
Director
Director
2013
Taka
502,840
-
5,768,382
3,177,244
12,168,346
1,960,137
1,347,382
24,421,491
24,924,331
2,856,344
80,676
1,465,755
10,312,703
536,403
176,820
15,428,701
15,428,701
10,000,000
6,443,020
16,443,020
10,000,000
2,860,654
12,860,654
278,554
769,423
2,914,561
4,518,772
8,481,310
277,514
203,567
2,086,966
2,568,047
24,924,331
15,428,701
Company Secretary
Auditors' report to the shareholders
See annexed report of date
Dhaka : 26 April 2015
Page 182
Annual Report 2014
Ashraful Haque Nabi & Co.
Chartered Accountants
ACI Edible Oils Limited
Statement of Profit or Loss and other Comprehensive Income
for the year ended 31 December 2014
2014
Taka
Revenue
Cost of goods sold
2013
Taka
78,918,180
26,670,267
(68,648,992)
(23,803,069)
Gross profit
10,269,188
Administrative, Selling and Distribution expenses
(6,537,573)
2,867,198
(270,431)
Operating profit
3,731,615
2,596,767
Other income
1,779,718
1,036,176
Net profit before tax
5,511,333
3,632,943
(2,431,806)
(1,362,354)
Income tax expenses:
Current tax expenses
Deferred tax income
502,840
Net profit after tax
Director
Director
-
(1,928,967)
(1,362,354)
3,582,366
2,270,589
Company Secretary
Auditors' report to the shareholders
See annexed report of date
Dhaka : 26 April 2015
Ashraful Haque Nabi & Co.
Chartered Accountants
Annual Report 2014
Page 183
ACI Edible Oils Limited
Statement of Changes in Equity
for the year ended 31 December 2014
Particulars
Share
capital
Balance at 1 January 2013
Retained
earnings
Total
Taka
10,000,000
590,065
10,590,065
Net profit after tax for the year
-
2,270,589
2,270,589
Total other comprehensive income
-
-
-
Total comprehensive income for the year
-
2,270,589
2,270,589
10,000,000
2,860,654
12,860,654
Net profit after tax for the year
-
3,582,366
3,582,366
Total other comprehensive income
-
-
-
Balance at 31 December 2013
Total comprehensive income for the year
Balance at 31 December 2014
Director
Director
-
3,582,366
3,582,366
10,000,000
6,443,020
16,443,020
Company Secretary
Auditors' report to the shareholders
See annexed report of date
Dhaka : 26 April 2015
Page 184
Annual Report 2014
Ashraful Haque Nabi & Co.
Chartered Accountants
ACI Edible Oils Limited
Statement of Cash Flows
for the year ended 31 December 2014
2014
Taka
A
2013
Taka
Cash flows from operating activities
Cash received from customers
Cash received from other income
77,206,691
28,359,687
-
-
77,206,691
28,359,687
Cash paid for :
Purchase of Inventories
(71,559,990)
(24,869,250)
Operating expenses
(5,971,717)
(267,993)
Advance tax
(1,423,734)
Financing income
Advance, deposits and prepayments
1,779,718
80,676
(77,095,047)
Net cash flows from/(used in) operating activities
B
111,644
(536,403)
1,036,176
(80,676)
(24,718,146)
3,641,541
Cash flows from financing activities
Inter-company debts(paid) received
1,058,918
(519,812)
Net cash flows provided by financing activities
1,058,918
(519,812)
C
Net cash flows from all activities (A+B)
1,170,562
D
Cash and bank balances at the beginning of the year
E
Cash and bank balances at the end of the year
176,820
3,121,729
(2,944,909)
1,347,382
176,820
1,347,382
176,820
1,347,382
176,820
Closing balance represents :
Cash and cash equivalents
Annual Report 2014
Page 185
ACI HealthCare Limited
Directors' Report
ACI HealthCare Limited, a public limited company, and a subsidiary of Advanced Chemical Industries
Limited with 92.94% shareholding, was incorporated in 18 February 2013 under the companies Act
1994.
The principal activities of the company are to be manufacturing and marketing of pharmaceutical
products for regulated markets, especially for USA. With this aim, the company has planned to establish
a state-of-the-art pharmaceutical factory in Sonargaon,Narayanganj. The company has acquired
1,241.71 decimal land valued at BDT 434, 600,000 located at mousa-Tripudi,Sonargaon,Narayanganj.
The plant will manufacture products for domestic and international markets. In 2014, the construction
of the factory plant had begun.
On behalf of the Board
Dr. Arif Dowla
Director
Dhaka, 26 April 2015
Page 186
Annual Report 2014
M Mohibuz Zaman
Managing Director
Independent Auditor's Report to the Shareholders of
ACI HealthCare Limited
Report on the Financial Statements
We have audited the accompanying financial statements of ACI HealthCare Limited ("the Company"), which comprise
the statement of financial position as at 31 December 2014, and the statement of profit or loss and other
comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and a
summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance
with Bangladesh Financial Reporting Standards, and for such internal control as management determines is
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 on Auditing. Those standards require that we comply with ethical
requirements 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 or error. In making those risk assessments, we
consider internal control relevant to the entity’s preparation of financial statements that give a true and fair view 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 give a true and fair view of the financial position of the Company as at 31
December 2014, and of its financial performance and its cash flows for the year then ended in accordance with
Bangladesh Financial Reporting Standards.
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 explanation 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 account as required by law have been kept by the Company so far as it appeared
from our examination of those books; and
c)
the statement of financial position and the statement of profit or loss and other comprehensive income dealt with
by the report are in agreement with the books of account.
Dated : 26 April 2015
Place : Dhaka
Rahman Rahman Huq
Chartered Accountants
Annual Report 2014
Page 187
ACI HealthCare Limited
Statement of Financial Position
31 December
2014
In Taka
31 December
2013
Assets
Property, plant and equipment
Capital work-in-progress
Intangible asset
Non-current assets
487,680,955
68,745,511
85,425,025
641,851,491
480,361,836
8,329,879
50,213,517
538,905,232
Advances, deposits and prepayments
Cash and cash equivalents
Current assets
Total assets
1,030,109
293,662
1,323,771
643,175,262
1,627,902
17,180
1,645,082
540,550,314
Equity
Share capital
Accumulated loss
Total equity
500,000,000
(5,585,682)
494,414,318
500,000,000
(2,654,203)
497,345,797
Liabilities
Inter company payables
Other payables and accruals
Current liabilities
Total equity and liabilities
144,173,139
4,587,805
148,760,944
643,175,262
42,890,842
313,675
43,204,517
540,550,314
Managing Director
Director
Company Secretary
As per our report of same date.
Dhaka : 26 April 2015
Page 188
Annual Report 2014
Rahman Rahman Huq
Chartered Accountants
ACI HealthCare Limited
Statement of Profit or Loss and other Comprehensive Income
For the
year ended
31 December 2014
In Taka
Revenue
Cost of sales
Gross profit
Pre-incorporation expenses
General and administrative expenses
Operating loss
Finance costs
Loss before tax
Income tax expenses
Net loss
Managing Director
(2,569,534)
(2,569,534)
(361,945)
(2,931,479)
(2,931,479)
Director
18 February
to
31 December 2013
(1,076,177)
(1,485,818)
(2,561,995)
(92,208)
(2,654,203)
(2,654,203)
Company Secretary
As per our report of same date.
Dhaka : 26 April 2015
Rahman Rahman Huq
Chartered Accountants
Annual Report 2014
Page 189
ACI HealthCare Limited
Statement of Changes in Equity
For the period from 18 February to 31 December 2013
In Taka
Balance as at 18 February 2013
Issue of share
Loss for the period
Balance as at 31 December 2013
Share
capital
500,000,000
500,000,000
Accumulated
loss
(2,654,203)
(2,654,203)
Total
equity
500,000,000
(2,654,203)
497,345,797
For the year ended 31 December 2014
In Taka
Balance as at 1 January 2014
Loss for the year
Balance as at 31 December 2014
Page 190
Annual Report 2014
Share
capital
500,000,000
500,000,000
Accumulated
loss
(2,654,203)
(2,931,479)
(5,585,682)
Total
equity
497,345,797
(2,931,479)
494,414,318
ACI HealthCare Limited
Statement of Cash Flows
In Taka
For the
year ended
31 December 2014
18 February
to
31 December 2013
Cash flows from operating activities:
Payment to suppliers
Payment for other operating expenses
Net cash from operating activities
(1,926,516)
(575)
(1,927,091)
(2,169,170)
(3,875)
(2,173,045)
(6,215,424)
(34,578,223)
(447,780)
(41,241,427)
(95,600)
(4,439,175)
(50,213,517)
(54,748,292)
43,445,000
43,445,000
276,482
17,180
293,662
65,400,000
(8,461,483)
56,938,517
17,180
17,180
Cash flows from investing activities:
Acquisition of property, plant and equipment
Expenditure incurred for capital work-in-progress
Expenditure incurred for intangible asset
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from issue of share capital
Proceeds from inter company borrowings
Net cash from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents as at 1 January
Cash and cash equivalents as at 31 December
Annual Report 2014
Page 191
ACI Chemicals Limited
Directors' Report
ACI Chemicals Limited, a private company limited by shares, incorporated in 2013 with the Registrar of
Joint Stock Companies and Firms, Dhaka, Bangladesh under the Companies Act 1994 as a subsidiary of
Advanced Chemical Industries Limited having 60% ownership in the Company.
The Company, however, started its operation from June 2014 with the aim to becoming a leading supply
chain solution provider in industrial and specialty chemicals sectors in Bangladesh having major focus in
textiles, leather, water treatment, paint and plastic industries. It has developed partnerships with
reputed European and South Asian companies and accordingly signed agreements with regards to
textiles, specialty chemicals (Water Treatment) businesses. However, signing contract with a reputed
Australian Company and partnership with worlds reputed chemical producers for paint and plastic
industries are in process. The Company has also planned to further expand its operations in other
sectors like foods, pharmaceuticals, constructions etc.
On behalf of the Board
Mr. M. Anis Ud Dowla
Managing Director
Dhaka, 26 April 2015
Page 192
Annual Report 2014
Ms. Shusmita Anis
Director
ASHRAFUL HAQUE NABI & CO.
Chartered Accountants
6, Motijheel Com. Area.
Bhuiyan Mansion
(2nd floor), Dhaka-1000
Tel: 9559682, 9569620
E-mail: ashrafulnabi@yahoo.com
Auditors' Report to the Shareholders of
ACI Chemicals Limited
We have audited the accompanying financial statements of ACI Chemicals Limited which comprise the statement of
financial position as at 31 December 2014, the statement of profit or loss and other comprehensive income,
statement of changes in equity and statement of cash flows for the period from 26 November 2013 to 31 December
2014 and a summary of significant accounting policies and other relevant explanatory notes.
Management’s responsibility for the financial statement:
Management is responsible for the preparation and fair presentation of these financial statements in accordance with
Bangladesh Financial Reporting Standards (BFRSs) and Bangladesh Accounting Standards (BASs), the Companies Act
1994 and other applicable laws and regulations and for such internal control as management determines necessary
to enable the preparation of financial statements that are free from material misstatements, 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 on Auditing (BSAs). Those standards require that we comply with relevant
ethical requirements 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 or 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 give a true and fair view of the financial position of ACI Chemicals Limited as
at 31 December 2014 and of its financial performance and its cash flows for the period from 26 November 2013 to 31
December 2014 in accordance with Bangladesh Financial Reporting Standards (BFRSs), Bangladesh Accounting
Standards (BASs) and comply with the Companies Act, 1994 and other applicable laws and regulations.
We also report that:
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 account as required by law have been kept by the company so far as it appeared
from our examination of those books;
c)
the statement of financial position and statement of comprehensive income along with the annexed notes 1 to 11
dealt with by the report are in agreement with the books of account.
Dated : 26 April 2015
Place : Dhaka
Ashraful Haque Nabi & Co.
Chartered Accountants
Annual Report 2014
Page 193
ACI Chemicals Limited
Statement of Financial Position
as at 31 December 2014
Particular
Taka
Assets
Non-current assets
Property, plant and equipment-at cost
Accumulated depreciation
171,000
(16,375)
154,625
Current assets
Advance income tax
Cash and cash equivalents
500
40
540
155,165
Total assets
Equity and Liabilities
Equity
Share capital
Loss for the period
100
(3,700,893)
(3,700,793)
Current liabilities
Inter company payables
Other payables
3,850,959
5,000
3,855,959
155,165
Total equity and liabilities
Managing Director
Director
Company Secretary
Auditors' report to the shareholders
See annexed report of date
Dhaka : 26 April 2015
Page 194
Annual Report 2014
Ashraful Haque Nabi & Co.
Chartered Accountants
ACI Chemicals Limited
Statement of Profit or Loss and other Comprehensive Income
for the period from 26 November 2013 to 31 December 2014
Particular
Taka
Revenue
-
Cost of sales
-
Gross profit/(loss)
-
Pre-incorporation expenses
(95,150)
General and administrative expenses
(3,605,743)
Operating loss
(3,700,893)
Other income
-
Loss before income tax
(3,700,893)
Income tax expense
-
Loss for the period
Managing Director
(3,700,893)
Director
Company Secretary
Auditors' report to the shareholders
See annexed report of date
Dhaka : 26 April 2015
Ashraful Haque Nabi & Co.
Chartered Accountants
Annual Report 2014
Page 195
ACI Chemicals Limited
Statement of Changes in Equity
for the period from 26 November 2013 to 31 December 2014
Particular
Share Capital
Loss for
the period
Total
Taka
Taka
Taka
100
Loss for the period
Balance as at 31 December 2014
Managing Director
Share
capital
Director
-
100
-
(3,700,893)
(3,700,893)
100
(3,700,893)
(3,700,793)
Company Secretary
Auditors' report to the shareholders
See annexed report of date
Dhaka : 26 April 2015
Page 196
Annual Report 2014
Ashraful Haque Nabi & Co.
Chartered Accountants
ACI Chemicals Limited
Statement of Cash Flows
for the period from 26 November 2013 to 31 December 2014
Particular
A.
Taka
Cash flows from operating activities
Cash paid for:
Pre-operating expenses
(95,150)
Operating expenses
(3,584,368)
Net cash from operating activities
(3,679,518)
Income Tax
(500)
(500)
Net cash generated from/ (used in) operating activities
B.
(3,680,018)
Cash flows from investing activities
Purchase of property, plant and equipment
(171,000)
(171,000)
C.
Cash flows from financing activities
Inter-company debts received/(paid)
Proceeds from issue of share capital
Net cash from financing activities
D.
Net increase in cash and cash equivalents for the period (A+B+C)
E.
Cash and cash equivalents at the beginning of the period
F.
Cash and cash equivalents at 31 December 2014
3,850,959
100
3,851,059
40
40
Annual Report 2014
Page 197
Corporate Directory
Registered Office
Share Office
ACI Centre
245 Tejgaon Industrial Area
Dhaka 1208
Phone : (8802) 8878603
Fax
: (8802) 8878619 & 8878626
9 Motijheel C/A
Dhaka 1000
Phone : (8802) 9556254
Manufacturing Facilities
1. Pharmaceuticals Plant
7 Hajiganj Road, Narayanganj
Phone : (8802) 7630496, 7630525, 7630493
Fax : (8802) 7630524
6. ACI Napkin Plant
Nil Nagar, Konabari
Gazipur
Phone : 0173 0007780
2. ACI Formulations Plant
Rajabari, Sreepur, Gazipur
Phone : (8802) 0682555135
7. Premiaflex Plastics Limited
Kewa Poschim Khondo,
Mouna, Sreepur, Gazipur
Phone : 0173 0028466
3. ACI Salt Limited
Murapara, Rupganj
Narayanganj
Phone : (8802) 7650030
Fax : (8802) 7650028
4. ACI Foods Limited
Kutirchar, Bhadraghat
Kamarkhand, Sirajgonj
PABX : 01961559762
5. ACI Pure Flour Limited
6/3 Dewli Chowrapara
Bondor, Narayanganj
Phone : 01713 069714
Page 198
Annual Report 2014
8
Electrical Products Factory
208-209, Block-D, BSCIC
Industrial Estate, Tongi,
Gazipur-1700
Phone : 0173 0028419
9
ACI HealthCare Limited
Treepordi, Sonargaon
Narayanganj- 1440
Phone : 01713 238832
Advanced Chemical Industries Limited
Registered Office
ACI Centre, 245 Tejgaon Industrial Area, Dhaka 1208
PROXY
FORM
I/We
of
being a Member of Advanced Chemical Industries Limited, hereby appoint
of
whose signature is appended below as my/our proxy to attend and vote for me/us and on my/our behalf
at the 42nd Annual General Meeting of the Company to be held on Thursday, 11 June 2015 at 10:30 am
and/or at any adjournment thereof.
As witness my hands this
day of
2015.
Signature on
Tk.20
Revenue Stamp
(Signature of the Proxy)
(Signature of the Shareowner)
Registered Folio/BO ID No.
No. of Shares held
Note :
A Member entitled to attend and vote at the Annual General Meeting may appoint a proxy to
attend and vote on his/her behalf. The Proxy Form, duly completed, must be deposited at the
Share Office of the Company at 9 Motijheel C/A, Dhaka 1000, not later than 48 hours before
the time fixed for the meeting.
Annual Report 2014
Page 199
Please complete the attendance slip and hand it over at the venue of the Meeting.
ADVANCED CHEMICAL INDUSTRIES LIMITED
Registered Office
ACI Centre, 245 Tejgaon Industrial Area, Dhaka 1208
ATTENDANCE SLIP
I hereby record my Attendance at the 42nd Annual General Meeting being held on Thursday, 11 June 2015 at
10:30 am at Officers Club, 26 Baily Road, Dhaka.
Name of member/proxy
Registered Folio/ BO ID No.
Signature
Safety, Health and
Environment (SHE) Policy
ACI is committed to conduct all its operations in a
manner that is protective of the environment, health
and safety of employees, customers and the community.
To this end, the company has already obtained ISO
14001 Certification for Environmental Management
System. ACI will provide the resources to educate and
involve every individual in the Company in achieving this
objective. In fulfillment of this commitment, we shall
maintain a continuing effort to adhere to the following
principles.
Principles
1
We believe that all accidents, incidents and workrelated ill health are preventable and with this aim in
mind we will manage our businesses. We will deploy
adequate resources for the prevention and control of
accident.
2
We will investigate all workplace accidents and
illnesses in order to promptly correct any unsafe
conditions or practices, and to prevent repetition of
these occurrences.
3
4
We will fully comply with all the national regulations
but in addition will set our own stringent internal
corporate standards on matters relating to safety,
health and the environment, and endeavour to
strictly adhere to them.
We
will
continue
to
improve
communication
and exchange views with employees, employee
representatives, customers, contractors, suppliers,
neighbours and any other individual or organisation
affected by our business.
5
We will integrate SHE considerations into business
planning and decision-making.
6
We will continue to innovate in order to improve our
products and processes so that their effects on
safety, health and the environment are reduced.
7
We will increase shareowners' value through SHE
excellence.
Annual Report 2014