FM

NEqHNA CEHENT HUS LIMITED

4 Enterprise of Bashundhara Group

EIGHTEENTH ANNUAL REPORT

FOR THE YEAR ENDED 31 DECEMBER 2009

HEiqHIVA CEHEW HU5 LTD

An Enterprise of Bashuncthara Group

Corporate Office: 125/A, Bashundhara RIA, Block-A,
B aridhara, Dhaka- 1212

Contents

Corporate Directory

Vision and Mission

Company. Brief

Notice of the l8 th Annual General Meeting

Directors' Report to the Shareholders

Corporate Governance

Performance in the Last Five Years

i-i-i

Auditors' Report

Balance Sheet

Profit and Loss Statement

Cash Flow Statement

Statement of Changes in Equity

Notes to the Accounts

Proxy Form

1
3
4
5
9
14
15
18
20,
21
22
23
24
45

CORPORATE DIRECTORY

BOARD OF DIRECTORS
Managing Director
Mr. Ahmed Akbar Sobhan

Directors
a-

Mrs. Afroza Begum

Mr. Sadat Sobhan
Mr. Shafiat Sobhan
Mr. Sayem Sobhan
Mr. Safwan Sobhan
Mr. Mahaboob Morshed Hassan
Mr. Md. Khorshed Hossain (Nominated by ICB)
Mr. Kh. Rashiduzzaman (Independent Director)

Company Secretary
Mr. M. Naseemul Hye FCS

Auditors
M/S. K. M. Alam & Co.
Chartered Accountants

VISION
&

MISSION

VISION
To significantly contribute to the sustainable development and growth of our country
towards its journey for a better and prosperous future.

-4

MISSION
To be the leader in the cement sector of the country by rendering quality products and
services through maintaining high standards in business operations and to bring fullest
satisfaction to our valued shareholders, customers and employees.

COMPANY
BRIEF

Corporate Office

Factory

-'

125/A, Bashundhara RIA, Block-A,

Baridhara, Dhaka-1212

Mongla Port I/A, Mongla,

Bagerhat

Year of Incorporation
Year of Commercial Production
Year of Listing
Business Lines
Authorized Capital
Paid-up Capital

March 1992
January 1996
Dhaka Stock Exchange : 1995
Chittagong Stock Exchange : 1996
Cement Manufacturing
Tk. 400,000,000
Tk. 225,004,000

MEGHNA CEMENT MILLS LTD

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

NDTIEE OF THE 18TH ANNUAL GENERAL MEETING

Notice is hereby given that the Eighteenth Annual General Meeting of the shareholders of Meghna Cement Mills Ltd.
will be held on Sunday, 20 June 2010 at 11:00 AM at Bashundhara Convention Centre, Block No-G, Umme Kulsum
Road, Bashundhara RIA, Dhaka to transact the following business:
Special Business
1. To increase the authorised share capital of the Company from Tk. 40 crores to Tk. 500 crores by amending the
Memorandum of Association and the Articles of Association of the Company;
To consider and if thought fit, pass the following resolutions as "Special Resolution":
To amend the Clause V of the Memorandum of Association
"The Authorised Share Capital of the Company is Tk. 500.00.00,000/= (Taka Five Hundred Crores) divided into
50,00,00,000 (Fifty Crores) Shares of Tk. 101= (Taka Ten) each with power to increase, reduce or repay the capital
or any portion thereof and to divide, sub-divide and consolidate the shares in the capital for the time being into
several classes and to attach thereto respectively such preferential, deferred, qualifyed, or other special rights or
privileges or conditions and upon the sub-division or consolidation of any share or shares to apportion the rights to
participate in profits in any manner as between the shares resulting from sub-division as may be determined by or
in accordance with the Articles of the Company and to carry or modify or abrogate any such rights, privileges and
conditions as may for the time being be provided by the Articles of the Company.'
To amend the Article-5 of the Articles of Association
The Authorised Share Capital of the Company is Tk 500,00,00,000/= (Taka Five Hundred Crores) divided into
50,00,00,000 (Fifty Crores) Shares of Tk. 10/= (Taka Ten) each with powers to increase or reduce the share capital
for the time being and to divide, sub-divide and consolidate the shares in the capital of the Company into several
classes or stocks and attach thereto respectively such preferential, deferred, qualified or other special rights,
privileges or conditions and as may be determined by the Company in General Meeting and vary, modify or
abrogate such rights, privileges and conditions and also to issue shares of higher or lower denominations."
Ordinary Business
2. To receive. consider and adopt the Audited Accounts as at 31 December 2009 together with the Reports of the
Auditors and the Directors' thereon;
3. To declare Dividend for the financial year ended on December 31, 2009;
4. To elect Directors;
5. To appoint auditors for the year 2010 and to fix their remuneration.

By Order of the Board
Date: 16 May, 2010
Sd/=
M. Naseemul Hye FCS
Company Secretary
NOTES:
The Record Date of the Company is 20/05/2010. Members, whose names will appear in the Shares Register of the
Company and in the Depository Register on that date, will be entitled to attend the meeting and qualify for the
dividend to be declared at the AGM.
2. Any member entitled to attend and vote at the General Meeting may appoint a proxy on his/her behalf provided
that such proxy must be a member of the company. The Proxy Form must be affixed with revenue stamp of Tk.
10.00 and should be deposited at the Corporate Office of the Company not later than 72 hours before the time fixed
for the Meeting.
3

Members are requested to notify change of address, if any through their respective Depository Participants well in
time.
4

--

--

DIRECTORS' REPORT
TO THE
SHAREHOLDERS

DIRECTORS' REPORT TO
THE SHAREHOLDERS

substantial growth in 2009, both in terms of

production and sales amidst stiff competitions and
adversities domestically and globally as well.

Dear Distinguished Shareholders,

Cement is one of the main backward linkages of

Assalamualaikuin

the construction and real estate sectors. The

performance of the construction sector in the

The Board of Directors of Meghna Cement Mills

Ltd. welcomes you all at this Eighteenth Annual
General Meeting of the company with profound
pleasure and delight and presenting the Annual
Report alongwith the Audited Accounts and
Auditors Report thereon for the year ended 31
December 2009. Your enthusiastic presence to this
significant event is indeed an honor and inspiration
to all of us. It is our proud privilege to inform you
that Meghna Cement Mills Ltd. has passed the
milestone of 18 years of its eventful journey which
might not be possible without your whole-hearted

country was very low in the years during the

emergency period resulting lower turnover of the
backward linkage industries including the cement
sector of the country. The political calmness in the
country through the reestablishment of democracy
in the country brought the light of hope for full
swing development activities in infrastructure
building and real estate sectors.
This is to report you that on 13/03/2009 due to a
devastating fire the entire Registered Office of the

cooperation and support.

company, which was located in the Bashundhara

City, was severely affected. However by the

Economic Scenario

wholehearted and relentless efforts of the

management and the employees of all levels your

The year 2009 although has been difficult in

economic terms, your company has been able to
achieve a significant growth resulting sustaining
profitability.
The Annual Report alongwith the Audited

company reached to a new height of attainment

during the year under review.

Achievements
The cement sector of this country is shared by

Accounts and Auditors' Report thereon for the year

ended 31 December 2009 are being presented for
your consideration.

a plentiful of manufacturers. Millions of tonnes

of cement produced and supplied into the
market from scores of plants of the country.
The total yearly production capacity of the

In this report the business activities and financial

highlights of your company has been presented.
An overview of this report would indicate that
Meghna Cement Mills Ltd. has experienced

cement factories of our country is between 2025 Million MT when domestic demand ranges
between 12-15 Million MT per year.

rol

through careful handling as deemed necessary the

company was able to earn net profit of Tk 13.24
crore in the year 2009. Compared to Tk. 2.31 Crore
in the year 2008 registering an increase of around
473.16% over the previous year.

Inspite of all these hurdles your company managed

sia

to carry on its production and maintained

consistency and growth in its sales operation. The
sales during the year 2009 was 824,326 MT
compared to 5,59,938 MT in the last year. In the
year under review the net sales revenue amounted

Dividend

to Tk. 470.51 crore compared to 326.71 crore of

In the line of operational performance of the
company during the year under review, the Board
of Directors is pleased to recommend for payment
of 35% cash dividend on par value of the shares for

the last year registering an increase of 44% over the

previous year which may be considered satisfactory
under the prevailing circumstances.

the year 2009.

Contribution to National Exchequer

Shareholders
During the year 2009 your company contributed an
amount of TK. 107.26 crore to the National

The present issued, subscribed and paid up share

capital of the Company is Tk. 22,50,04,000 which
is being participated by the Sponsors, Banks,
Financial Institutions and General Public.

Exchequer in the forrn of tax, customs duties, VAT

etc. The contributions to the national exchequer is
equivalent to 22.80% of the total sales revenue of
the company during the said period. In the year

Directors

2008 the contribution was Tk. 70.03 Crore.

Under Article 131 of the Articles of Association of

the Company, three Directors- Mr. Shafiat Sobhan,
Mr. Sayem Sobhan and Mr. Safwan Sobhan retire
by rotation and being eligible under Article 133 of
the Articles of Association offer themselves for reelection.

Profitability
The company to cope with the market scenario has
to adjust its marketing strategy to maintain the
lead. The demand for cement in different parts of
the year also varied.

Auditors

During the year under review the sales of the

company increased significantly on the other hand

In the last Annual General Meeting MIS. Islam

Aftab Kamrul & Co., Chartered Accountants were
appointed. As the firm informed their inability to
takeover duly it caused a casual vacancy. The
Board therefore appointed MIS. K. M. Alam &
Co., Chartered Accountants (who were the
Auditors in the previous 01 (one) year) as the

the production costs as well as the selling and

distribution expenses also increased affecting the
profitability of the company. However, by the
untiring efforts to operate your company on sound
economic footings by negotiating the challenges

Auditors for the year 2009 in the casual vacancy.

The Auditors have performed their duties during
the year under review and being eligible have
offered themselves for re-appointment for the year
2010 under the provisions of the Companies Act
1994.

shareholders, patrons and well wishers for their

active support and co-operation in discharging the
responsibilities reposed on the Board during the
year under review. We also expresse our profound
gratitude to SABINCO, TCB, Janata Bank Ltd.,
Social Investment Bank Ltd., IFIC Bank Ltd. and
other financial institutions, the Securities and
Exchange Commission, DSE, CSE and various
government and semi-government agencies for
their continued support without which it would
have been difficult on the part of the company to
achieve the success during the period under review.

The Board recommends for their appointment for

the year 2010 with the same remuneration.

Corporate Governance
Corporate Governance is the system through which
the company is directed, guided and controlled by
the Board, keeping in view of its accountability to
the shareholders.
The Status Report required to be presented by the
company in pursuance to Notification No.
SEC/CMRRCD/2006- I 58/Admin/02-08 of 20
February 2006 issued by the Securities and
Exchange Commission is submitted with this
Annual Report.

The Board of Directors also puts on record of its

deep appreciation for the dedicated services and
loyalty of the executives, officers and employees of
the company at all levels without which we could
not have come out successful and achieved this
result,
We also would like to acknowledge and Put record
our profound appreciation of the unconditional
loyalty of our valued clients towards us.

Increase of Authorised Capital

The company's Authorised Capital is Tk.40 crore.
In the present day scenario a large Cement
manufacturing company like Maghna Cement
Mills Ltd. could not go ahead with or implement
any plan of further expansion with such small
amount of Authorised Capital. In view of this the
Board of the Company is pleased to recommend to
increase the Authorised Capital of it from 40 crore
to 500 crore. Accordingly the issue of increase of
the Authorised Capital has been placed in this
General Meeting for your consideration.

Thanking you all,

On behalf of the Board

Sd!Ahmed Akbar Sobhan
Managing Director

Acknowledgements
The Board of Directors would like to put its sincere
thanks and heartfelt gratitude to all of our valued
8

CORPORATE qOVERNANCE
Corporate governance is the system by which

understood policies and procedures to guide the

companies are directed and controlled by the

activities of the Company's management have been

management in the greater interest of all the

instituted.

stakeholders. It ensures transparency and better and

Corporate Governance Guidelines and

Code of Ethics

timely financial reporting. It influences how the

objectives of the Company are set and achieved,
risk is monitored and assessed and how the
performance is optimised. It deals with the role of

Meghna Cement Mills Ltd. is an industrial concern

the Board of Directors, the framework of internal

engaged in production and marketing of cement

controls and the relationship between the Board of

under rigid ethical standard. Our code of conduct,

Directors, shareholders and auditors.

approved by the Board of Directors, expresses

fundamental principles that guide all the employees

- The platform on which corporate governance

and shape the organization's business activities. It

principles are structured is that the Board of

incorporates guiding principles, upholding the law,

Directors is responsible for the proper governance

hon onri ng trust, fairness, objectivity,

which includes setting out of the Company's

confidentiality, integrity and corporate and

strategic aims, providing the necessary leadership

individual responsibility.

to implement such aims, supervising the

management of the business and reporting to the

Board of Directors

shareholders on their stewardship.

The Board of Directors is in the full control of the

Company's affairs and is also accountable to the

The maintenance of effective corporate governance

shareholders. They firmly believe that the success

remains a key priority of the Board of Meghna

of the Company largely depends on the credible

Cement Mills Ltd. To exercise clarity about

corporate governance practices adopted by the

directors responsibilities towards the shareholders,

Company. Taking this plank into consideration, the

corporate governance should be dynamic and

Board of Directors of Meghna Cement Mills Ltd.

remain focused on the business objectives of the

sets out its strategic focus and oversees the

Company and create a culture of openness and

business operations and related affairs of the

accountability. Keeping this in mind, clear

Company. The Board also formulated the strategic

structure and accountabilities supported by well

objectives and policy framework for the Company.

The present Board of Meghna Cement Mills Ltd.

The company continued to implement appropriate

comprises of nine directors of whom seven are

human resource management policies and practices

sponsor-shareholder directors, one nominated

to motivate and develop the employees and

director and one independent director, as per SEC's

executives of the company and also to ensure their

guidelines. The directors of the company possess

optimum contribution towards the achievement of

corporate goals. The company continues its policy

wide range of skills, experience and versatile

of hiring the best people, post them to appropriate

knowledge over a range of professions, businesses

places and ensure working environment and

and services. Each of our Directors has

implementing programs to develop and retain high

considerable aptitude and knowledge to perform

quality human resources.

their roles effectively. The Board of Directors

ensures that the activities of the Company are

As a part of company's Human Resource

always conducted with adherence to strict and

Development Program, a good number of

highest possible ethical standards and in the best

employees were sent to different training programs

interests of the stakeholders.

at home and abroad, which included both

managerial capacity development and technical

Audit And Internal Control

modules.

The Primary role of the Audit Committee is to keep

Separate role of the Chairman And

Managing Director

under review the financial and other systems and

controls the financial reporting procedures and
ancillary matters related thereto. The Audit

In Meghna Cement Mills Ltd., the role of the

Committee is headed by the Independent Director.

Chairman and the Managing Director is separate

The system of internal control has been designed

and independent of each other. The Managing

and effectively implemented. A professional audit

Director would be responsible for the executive

management of the Company's business while the

body has been engaged to do the job of internal

Chairman, who has no executive management

audit properly.

responsibility, runs the Board.

Human Resource Management

Relationship with Shareholders

The management of the company believes

The Company reports to the shareholders

that human resources do make a difference in

twice a year through half yearly report and

creating competitive advantage in business

detailed annual report. Every shareholder or

LII]

c)

his representative has the right to attend the annual

Appropriate Accounting Policies have been

general meeting, where they can meet and

consistently been applied in preparation of

communicate with the directors and express their

financial statements and the accounting

estimates are based on reasonable and prudent

views regarding the Company's business, its future

judgment.

prospects and other matters of interest.

d)

Going Concern

The international Accounting Standards, as

applicable in Bangladesh, have been followed
in preparation of financial statements.

The Board is satisfied that the Company has

adequate resources to continue its operations in the

e) The systems of internal control are sound and

foreseeable future. For this reason the Company

have effectively been implemented and

follows 'going concern' basis for preparing its

monitored.

financial statements. The company reports that

there was no deviation from the last year in this

f)

respect.

There are no significant doubts upon the

Company's ability to continue as a going
concern.

Corporate Reporting
g) There are no significant deviations from
operational policies of last year.

The Board of Directors is pleased to inform thata) The Financial Statements together with the

h) The pattern of shareholding is furnished in the

notes thereon have been drawn up in

statement of accounts.

conformity with the Companies Act 1994 and

the Securities and Exchange Rules 1987.

Corporate Governance Compliance Report

These Statements present fairly the Company's

state of affairs, the results of its operations,

In accordance with the requirement of the

cash flow and changes in equity.

Securities and Exchange Commission, Corporate

Governance Compliance Report is enclosed.

b) Proper books of accounts of the Company have

been maintained as required by relevant laws.

11

Compliance Report on SEC's Notification

The Securities and Exchange Commission has issued a notification for all listed companies of the country
in order to improve Corporate Governance in the interest of the investors and capital market on 'Comply or
Explain' basis.
The Board of Directors of the Company has taken appropriate steps to comply with the requirements of
SEC's notification and implemented as many of those as practicable. Status report on compliance with the
conditions imposed by SEC is given below in prescribed format:
Condition
No.

Condition as regard to :

Compliance status (Put Specific

yin the appropriate
reason(s) for
column)
non-compliance
with the
Not
Complied
complied condition
Complied

Size of the Board Complied

Appointment of independent director
1.2 (i)
Complied
Complied
Chairman of the Board and Chief Complied
1.3
Executive of the Company Complied
1.4 Furnishing information, in addition to
the requirements of the Companies
Act. 1994 in the Directors Report
embodied in Annual Report of the
Company:
Complied
a. Fairness of state of the affairs
b. Keeping proper books of accounts
C. Consistent
application
of Complied
Accounting Policies in preparation
of financial statements
of
Bangladesh Complied
d. Observance
Accounting Standard (BAS)
e. Soundness and
efficiency of Complied
Internal Control
f. Ability of Meghna Cement Mills Complied
Ltd to continue as a going concern
g. Deviations in operating results
Complied
h. Presentation of key operating and
Complied
financial data for last five years
Complied
i. Declaration of dividend
i . Number of Board meeting held Complied
during the year and attendance by
each Director.
Complied
k. Shareholding pattern

12

Remarks

Condition
No.

2.

Condition as regard to

Appointment of separate individuals

as the Chief Financial Officer (CFO),
Head of Internal Audit and Company
Secretary
Defining their respective roles,
responsibilities and duties

3.00

Compliance status (Put Specific

reason(s) for
yin the appropriate
non-compliance
column)
with the
Not
Complied
complied condition
Complied

Complied

Complied
Constitution of Audit Committee
Appointment of Chairman of the Audit Complied
Committee.
Reporting of the Audit Committee
Internal Audit Body)
No Conflict

a. Conflicts of interests
b. Suspected or presumed fraud or
irregularity or material defect in
the internal control system

No such instance

c. Suspected infringement of laws,

including securities related laws,
rules and regulations

No such instance

d. Any other matter

4.00

Remarks

Complied

External/Statutory Auditors not to be

engaged in
i. Appraisal or valuation services

Complied

ii. Financial information Systems Complied

design and implementation
Book keeping or other services Complied
related to financial statements
Actuarial services

Complied
Complied

vi. Internal audit services

Complied

vii. Any other service

Complied

iv. Broker-dealer services

V.

13

PERFORMANCE
IN THE
LAST FIVE YEARS

KEY OPERATIONAL AND FINANCIAL DATA OF LAST FIVE YEARS

Particulars

2009

2008

2007

2006

2005

Net Sales

Tk. (million)

4705.09

3267.06

2824.43

3,367.40

2,954.90

Profit before tax

Tk, (million)

176.24

29.24

166.68

106.36

75.11

Return on Sales

3,75

0.90

5.90

3.16

2.54

Profit after tax

Tk. (million)

131.99

23.13

148.18

96.24

63.75

Return on Sales

2.81

0.71

5.25

2.86

2.16

Earning per share

Tk.

58.66

10.28

65.86

42.77

28.33

Book value per share Tk.

100.00

100.00

100.00

100.00

100.00

Dividend per share

Tk.

35.00

15.00

30.00

25.00

25.00

Bonus per Share

(rate)

0.0

0.0

0.0

0.0

0.0

Price per share

Tk.

1283.25

386.00

352.25

276.75

246.00

(Restated)

(DSE,_31/12)
Price earning ratio

(times)

21.88

0.03

5.35

6.47

8.68

Current ratio

(times)

1.29

1.43

1.10

0.94

1.00

14

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1't

AUDITORS' REPORT
AND
FINANCIAL STATEMENTS

18

AUDITORS REPORT
TO THE SHAREHOLDERS OF MEGHNA CEMENT MILLS LTD.
We have audited the accompanying Balance Sheet of the Meghna Cement Mills Ltd as of 31st
December, 2009 and the related Income Statement, Cash Flow statement and statement of
Changes of Equity for the year then ended. These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those
standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material misstatement. An Audit includes
examining, on a test basis, evidence supporting the amount and disclosure in the financial
statement. An audit also includes assessing the Accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statements
presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion , the financial Statements prepared in accordance with Bangladesh Accounting
- Standards (BAS) and Bangladesh Financial Reporting Standards(BFRS), give true & fair view of
the state of the company's affairs as of December31 ,2009 and of the results of its operations and
its cash flow for the year than ended and comply with applicable sections of Companies Act 1994,
Securities & Exchange Rule-1987 and other applicable laws & regulations.

-
-

We further report that:

a) we have obtained all the information and explanation which to the best of our knowledge and
belief were necessary for the purposes of audit and made due verification thereof;
b) in our opinion, proper books of account as required by laws have been kept by the company so
far as it appeared from our examination of these books.
c) the company's Balance Sheet and Income Statement, Cash Flow Statement and Statement of
Changes of Equility dealt with by the report are in agreement with the books of Account and
returns
d) The expenditure incurred was for the purposes of company's business

Sd/K. M Alam & CO.

Chartered Accountants.

Dated, Dhaka

29th April,2010

19

MEGHNA CEMENT MILLS LTD.

Balance Sheet
As at 31 December, 2009
Particulars
ASSETS:
Non Current Assets:
Fixed Assets at Cost Less Acc. Dep
Deferred Revenue Expenditure
Current Assets:
Stores & Spares
Stock-in-Trade
Trade Debtors
Advance, Deposits & Prepayments
Cash and Bank Balances

Notes

03
04

05
06
07
08
09

Total Assets:
EQUITY & LIABILITIES:
Shareholders Fund:
Share Capital
General & Loan Redemption Reserve
Tax Holiday Reserve
Retained Earnings
Non Current Liabilities:
Long Term Loan
Gratuity Payable
Deferred Tax Liability
Current Liabilities:
Cash Credit Account
Loan against Trust Receipt
Payable for Sundry Expenses
Payable for Goods Supplied
Payable for Other Finance
Advance Received against Sales

10
11

12

13
14
15
16
17

Total Equity & Liabilities:

31/12/2009
.- 1,143,161,020
1096828028 I
46,332,992

31/12/2008
- 1,222,856,544
1,171, 823
51,033,121 J
I

2,172,916,224
107,898,556
731,361,663
286,714,426
893,689,327
153,252,252

, 1,693,743,225
70,433,517
537,008,646
307,777,358
698,546,609
79,977,095

.- 3,316,077,244

12,916,599,769

, 673,096,023
225,004,000
166,000,000
103,324,216
178,767,807

574,860,140
225,004,000
166,000,000
103,324,216
80,531,924

964,903,100
43,561,807
32,205,716
189,135,577

1,157,073,249
936,655,246
27,070,047
193,347,956

1,678,078,121
613,265,800
658,000,496
255,397,871
53,488,794
55,169,221
42,755,939

1,184,666,380
617,830,094
191,646,986
118,497,911
86,938,522
116,085,099
53,667,768

3,316,077,244

2,916,599,769

Attached Notes form part of these Financial Statements.

Sd!- Sd!-


Ahmed Akbar Sobhan
Sadat Sobhan


Managing Director
Director

Sd!M. Naseemul Hye FCS

Company Secretary

As per our annexed report of even Date

Dated, Dhaka

K. M. Alam & Co.

Chartered Accountants
20

MEGHNA CEMENT MILLS LTD.

Profit & Loss Statement
For the year ended 31 December, 2009

Particulars

Sales - Net

Less: Cost of Goods Sold

Gross Profit

31/1212009

Notes

31/12/2008

4705,094,692

4,248,487,610

456,607,082

7,060,168
3,040,933,220
226,126,948

180,576,424
56,958,143
123,618,281

92,663,781
49,316,069
43,347,7

276,030,658
Trading Profit
''87,359,938
22
Less: Financial Expenses
188,670,720
Operating Profit Before Other Income
1,081,559
Add: Non Operating Income
189,752,279
Total Profit
(4,700,129)
Deferred Expenses Write - Off
Profit/(Loss) on Sale of Fixed Assets
185,052,150
Profit before WPPF
8,81 2,007)
Provision for WPPF
Net Profit before Income Tax --i4V76,240,143
(44,253 660)
Provision for Income Tax:
Current Tax Expenses
--
-
,4 7039)
2,379
Deferred Tax Income/Expense

133,463,167
,724,510
31,738,657
3,479,205
35,217,862
(4,700,129)
188,384
30,706,117
(1,462,196)

18
19

Less: Other Expenses

Administrative Overhead

Selling & Distribution Overhead

Dr.-fif
I I IL

T,v

UI LI I

20

21

Zi '1OP. A
I

..

Earnings per Share(Basic)

23

'4i

J1i1, 539.
(8,042078)
i$3039)
t
1 32,382

I ,

58.66

10.28

Attached Notes form part of these Financial Statements.

Sd!
Ahmed Akbar Sobhan

Managing Director

Sd!
Sadat Sobhan

Director

Sd!M. Naseemul Hye FCS

Company Secretary

As per our annexed report of even Date

Dated, Dhaka

Sd!K. M. Alam & Co.

Chartered Accountants

21

/
/

MEGHNA CEMENT MILLS LTD.

Cash Flow Statement
For the year ended 31 December, 2009

31/12/2009

31/12/2008

CASH FLOWS FROM OPERATING ACTIVITIES

Collection from Turnover & Other Income
Payment against Purchase of Raw Materials & Others
Payment against Expenses & Payables
Payment against Interest
Total Cash Flow from Operating Activities

5,432,524,632
(4,885,366,606)
(539,195,614)
(99,548,400)
(91,585,988)

3,647,892,632
(3,236,882,672)
(291,467,446)
(107,879,236)
11,663,278

(13,976,805)
(13,976,805)

(5,360,775)
211,100
(5,149,675)

(193,093,439)
466,353,510
(4,564,294)
(89,857,827)
178,837,950

317,335,318
(298,785,669)
1,145,863
(29,699,244)
(10,003,732)

73,275,157

(3,490,129)

79,977,095
153,252,252

83,467,224
79,977,095

CASH FLOW FROM INVESTING ACTIVITIES

Acquisition of Fixed Assets
Disposal of Fixed Assets
CASH FLOWS FROM FINANCING ACTIVITIES
Long Term Loan (Net)
LTR Account
Cash Credit
Dividend Paid

INCREASE/(DECREASE) IN CASH FLOWS (A+B+C)

Opening Cash & Bank Balances
Closing Cash & Bank Balances

22

r
b) Fixed Assets
These are valued at historical cost less accumulated depreciation as per BAS-1 6 "Property Plant
& Equipment" Cost represents cost of acquisition or construction.
The value of Land and Land development comprised of the purchase value and development
cost.
(c) Depreciation
Depreciation is charged on fixed assets on the reducing balance method at varying rates
considering the useful lives of the assets. No depreciation is charged on Land & Land
development. No depreciation has been charged on additions and disposals of fixed assets during
the year under review. The rate of depreciation on some fixed assets has been changed based on
their estimated life.
The rates of depreciation on each class of assets are as follows:
Annual rate of Depreciation

Particulars of Assets

2.5% to 10%

Building and other Construction

Plant & Machinery

5% to 10%

Furniture & Fixtures

6% to 10%

Office Equipment.

6% to 10%

Telephone Installation

10%

Motor Vehicles

20%
15% to 20%

Sundry Assets

(d) Inventories
Inventories comprises of Raw Materials, Packing Materials, Finished Goods and Store & Spares.
They are stated at the lower of cost and net realizable value in accordance with BAS-2
Inventories" after making due allowances for any obsolete or slow moving items. The cost of
inventories are assigned by using weighted average cost formula. Net realizable value is
determined after deducting the estimated cost of completion and/ or cost to be incurred for
effecting the sale from sales price.

25

kJ

eIJdtcILIVII r-ldllto

The company set up a Broad of trustee for operation of a Contributory Provident Fund Scheme
and also an unfunded gratuity scheme for all of its eligible permanent employees. The Provident
fund is registered.
Employees are entitled to Gratuity after completion of minimum 5 (five) years of services in the
company. The Gratuity are calculated on last basic salaries and is payable at the rate of 1 (one)
month for every completed year of service.
(f) Taxation

The Assessment of the company has been completed up to the assessment year 2006-2007. The
assessment for the year 2007-2008, 2008-2009 and 2009-2010 are under process.
(g) Income Tax
a) Deferred Tax
The Management recognized deferred tax in accordance with the provision of BAS-12
The Deferred Tax liability as on 31 .12.2009 is arrived at as follows:
Opening Balance of Deferred Tax Liability as on 01 .01.2009
Add taxable temporary differences during the year:
Less: deductible temporary differences during the year:
Closing Balance of Deferred Tax Liability as on 31 .12.2009

Taka 19,33,47,956.00
Nil
19,33,47,956.00
42,12,379.00
18,91,35,577.00

b) Current Tax
Provision for income tax has been made @ 27.5% on net profit for the year as per provision of
income tax Ordinance, 1984,

(h) Foreign Currency Translation

Transactions in foreign currencies are converted into Bangladeshi TAKA at the exchange rate
ruling on the date of transaction as per BAS-21 " the effects of changes in Foreign Currency
Rates.

26

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cc

MEGHNA CEMENT MILLS LTD.

NOTES TO THE ACCOUNTS.

FOR THE YEAR ENDED 31 DECEMBER, 2009

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

Statement"
Domicile, Legal Form and country of incorporation
Meghna Cement Mills Ltd, was incorporated in Bangladesh on 3rd day of March ,1992 as a Public
Company Limited by shares under the Companies Act, 1913 and its shares are listed in the Dhaka
and Chittagong Stock Exchange.
Address of Registered Office and Principal Place of Business
The registered office is situated at 125/A, Bashundhara R/A, Baridhara Dhaka-1229. The factory
is situated at Mongla Port Industrial Area, Bagerhat.
Principal Activities and Nature of operations
The nature and principal business activities of the company are manufacturing of cement from
clinkers and marketing thereof.

2. Significant Accounting Policies-Disclosure under BAS-1 "Presentation of Financial

Statements."
I. Measurement Basis used in preparing the Financial Statement.
These accounts have been prepared on going concern basis using accrual system of accounting
under historical cost convention as laid in the Bangladesh Accounting Standard.
II. Specific Accounting policies selected and applied for significant transactions & Events
(a) Revenue recognition
Revenue are recognized at the time of delivery from factory after making invoices, when the risk of
the ownership has been transferred to the buyer as per BAS 18' "Revenue Recognition

24

(i) Definition of Cash & Cash Equivalents

Cash in hand and cash at Banks have been considered as the cash and cash equivalents for the
preparation of these financial statement that were held and available for the use by the company
without any restrictions and there was insignificant risk of changes in value of these current
assets.
(j) Cash Flow Statement
Cash flow Statement is prepared principally in accordance with BAS-7 'Cash Flow Statement" and
the cash flow from operating activities have been presented under
the direct method as required by the Securities & Exchange Rules, 1987.
(k) Earning Per Share (EPS)
The company calculates Earning Per Shares (EPS) in accordance with BAS-33 "Earning Per
Share" which has been shown on the face of Income Statement.
The disclosure has been made in the note 23 in respect of numerator (net profit) and
Denominator (weighted average number of shares) used in the calculation of basic EPS together
with necessary computation.
No diluted Earning Per Share is required to be calculated as there was no scope for dilution
during the year under review.
(I) Workers' Profit Participation Fund

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

(m) Additional information on Financial Statements

Responsibilities for Preparation and Presentation of Financial Statements
The Board of Director is responsible for preparation & presentation of Financial Statement as per
the framework for the preparation and presentation of Financial Statements" issued by the ICAB.

27

Components of the Financial Statements

According to the Bangladesh Accounting Standard BAS-1 "Presentation of Financial
Statements" / the complete set of financial statements include the following components:

i)
ii)
iii)
iv)
v)

Balance Sheet as at 31St December, 2009

Profit & Loss Accounts for the year ended 31st December, 2009
Statement of Changes in Equity for the year ended 31 St December, 2009
Cash Flow Statement for the year ended 31St December,2009
Accounting polices & explanatory notes.

Use of Estimates in Preparation of the Financial Statements

The preparation of financial statement in conformity with the Bangladesh Accounting Standards
requires management to make estimates and assumptions that affects the reported amounts of
assets and liabilities at the date of financial statements & revenues and expenses during the
period reported. Actual results could differ from those estimates.
Estimates are used for accounting of certain items such as depreciation & amortization,
employees benefit plan/ taxes/ reserves and contingencies.

Compliance with local laws:

The financial statements have been prepared in compliance with requirements of the
Securities and Exchange Rules 1987 in addition of the companies Act 1994 and other
Relevant local laws & rules.
Compliance with Bangladesh Accounting Standard (BASs)
The financial statements of the company cover the year 1st January 2009 to 31st December 2009
consistently, and complied with the Bangladesh Accounting Standards (BAS).

Reporting currency and level of Precision:

The figure in the financial statement represents Bangladeshi Taka currency that
have been rounded off to the nearest Taka except where indicates otherwise.
Re- arrangement of Figure:
Previous year figures have been re-arranged wherever necessary to confirm current year's
presentation.

28

go

Amount In Taka
2009
2008

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

Gross Block at Cost

Less: Accumulated Depreciation

1,899,686,834
802,858,806

1,096,828,028

1,885,710,029
713,886,606
1,171,823,423

The Details Fixed Assets Schedule has been shown in Annexure -A/i
Note-04 - DEFERRED REVENUE EXPENDITURE: TK 46,332,992
Preliminery Expenses
Pre-operation Expenses

7,009,103
86,993,475
94,002,578

Less: Written off up to 31-12-2008

Written off during the year.

42,969,457
4,700,129
47,669,586
46,332,992

7,009,103
86,993,475
94,002,578
38,269,1
4,700,129
42,969,457
51,033,121

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

Note-05: STORES AND SPARES: 1K 107,898,556
Construction Materials
lron,Steel and non- Ferrous Matel
Pipe, Tube and Fittings
FueI,Oil & Lubricants
Raw Materials & Chemical
Paints and Vernish
General Hardware
Loose Tools
Domestic Equipments
Cords,Ropes and Chain
Pack Gasket and Insulating Materials
Laboratory Equipments
Furniture & Fixture
Machinery Equp. & Spare parts
Electrical Equp. & Spare parts
Office Equipments & Spare parts
Medical Supplies & Equipments
Store in Transit
Sundry

683,958
2,672,717
1,410,785
3,198,030
486,054
223,867
712,190
285,653
739,525
9,888,104
245,924
132,625
4,150
67,343,561
12,087,855
548,052
125
6,848,163
387,218
107,898,556

- The basis of valuatoin has been stated in note-2

29

625,732
2,689,671
536,470
2,582,684
952,382
95,859
547,376
247,108
487,380
2,491,562
182,583
182,208
2,250
45,373,764
10,791,248
241,322
121
2,177,083
226,714
70,433,517

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

Clinker
Gypsum
Fly Ash
Slag
Lime Stone
Hard Rock
Cement Bags
Finished Goods
Loose Cement (In silo)
Total

Quantity
76,701 .895 MT
8,018.520 MT
10,771 .661 MT
15,715.022 MT
10,649.820 MT
57,25,732 Pcs

112,377,209
659,295,970

297,651,329
27,423,419
13,630,348
21,053,999
26,160,886
21,169
95,945,741
481,886,891

14,742.958 MT

72,065,693
731,361,663

55,121,755
537,008,646

403,149,548
21,642,302
18,879,116
81,855,978
21,391,817

Note-07: TRADE DEBTORS: TK 286,714,426

69,424,698
Balance Carrying more than 1 (one) year

2,433,345
Balance Carrying more than 6 (six) month
214,856,383
Balance Carrying less than 6 (six) month
286,714,426

59,996,61
2,744,285
245,036,463
307,777,358

Trade debtors are considered good. So, provision has not been made for bad and doubtful debts.
Trade debtors includes Tk. 2,88,59,272 receivable from related parties.
Note-08: ADVANCES, DEPOSITS AND PREPAYMENTS : TK 893,689,327
Advance:
Salary
Advance against TA/DA
Contractors
Suppliers
Generals
C&F Agents
Motor Car
Sundry
Govt. of Bangladesh
Sub-Total

1,953,205
82,490
568,000
45,118,527
9,875,377
1,022,121
12,597,218
7,816,252
520,000,000
599,033,190

1,001,490
85,522
381,710
3,160,416
6,093,300
473,383
12,250,420
10,437,563
520,000,000
553,883,804

1,363,314
143,467,424
702,044
5,299,241
5,097,189
9,611,644
165,540,855

862,397
70,478,315
419,758
3,017,591
1,972,119
4,151,299
80,901,479

Advance Income Tax:

Tax General
AlT-Clinker
AlT-Spare Parts
AlT- Gypsum
AlT-Slag
AIT-Flyash
Sub-Total
30

Deposits:

5
,402,625
PDB
Factory Office

197,000
Mobile Telephone

1,979,073
Bank Grarantee Margin
300,000
CDBL
30,600
Security Deposit-T & T
Security Deposit-BOC (BD) Ltd.

151,230
Security Deposit-Uttara Finance
50,000
Security Deposit- Water (BFDC)
100,000
Security Deposit- (DBBL)

2,178,079
Lease Deposit-Phoenix Leasing
51,310
Lease Deposit- IDFCL
23,560
BFICL

10,463,477
Sub-Total
Prepayments:
Prepaid VAT
L!C Margin
Revolving NC

-
-

81,305,300
36,720,500
626,005
118,651,805
893,689,327

5,402,625
194,000
1,979,073
300,000
30,000
64,000
151,230
100,000
2,178,079
51,310
23,560
10,473,877

20,079,444
32,582,000
626,005
53,287,449
698,546,609

Advance to Govt. of Bangladesh represents the amount forcibly taken by the then Care Taker
Government. The total amount of Tk.52,00,00,000/= (Fifty Two Crore) was paid in favour of
Government of The Peoples Republic of Bangladesh. During the year a Writ Petition no.8125 of
2009 was filed in the High Court Division of the Hon'ble Supreme Court of Bangladesh. The
Hon'ble Court was satisfied enough to issue a Rule Nisi against the Govt. Authorities.
Note-09 :CASH AND BANK BALANCE: TK 153,252,252
3,789,166
2,713,897
1,075,269

Cash in hand
1. Head Office
2. Factory

1,619,992
1,123,044
496,948

Current accounts with Banks

1. Arab Bangladesh Bank Ltd.
Motijheel Branch, Dhaka
2. lFlC Bank Ltd
Dhanmondi Branch, Dhaka
Janata
Bank,Janata Bhaban
3.
Corporate Branch.
4. Southeast Bank Limited
Principal Branch, Dhaka
5. Social Islami Bank Limited
Principal Branch, Dhaka
6. Bank Asia Ltd.
P.O Motijheel, Dhaka

140,619,675
6,518,786

70,255,745
285,928

C/D-063301 2461

5,197

5,597

C/D-001 003857

42,477

869,478

CID-1 1100011541

102,071

176,771

C/D-1 3300007622

2,729,939

6,340,480

501,077

502,502

CID-4004-1 53842-000

C/D-000333001 979

31

7.

NCCBL
Motijheel Branch, Dhaka

C/D-01017113

8.

Trust Bank Ltd. Sena Kalyan C/D-0210002402

Bhaban Branch, Dhaka

9.

Social Islami Bank Limited

Forigen Ex. Branch, Dhaka

C/D-13300000923

40,846

42,116'

7,147

6,662

54,191

54,806

6,991,627

4,322,000

227,245

228,570

1,372,835

2,194,491

49,470

49,590
11,595,388

10. Standard Bank Ltd.

Monshikhula Branch

C/D-330021 83

11. Shahajalal Islami Bank Ltd.

Gulshan Branch, Dhaka

CID-1 1100004821

12. Mutual Trust Bank Limited

Bashundhara City Branch

C/D-021 0002738

13. Islami Bank BD Ltd.

Dilkusha Branch, Dhaka

C/D-205021301000888211

14. Social Islami Bank Limited

Panthapath Branch.

C/D-1 330001 2862

9,200,455

15. Bank Asia Ltd.

Bashundhara Branch, Dhaka

C/D-02333000405

6,134,342

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

Guishan Branch, Dhaka

9,005,251

17. Dutch-Bangla Bank Ltd.

Bashundhara Branch

C/D-01 47110000002762

10,928,597

18. Islami Bank BD Ltd.

Gulshan Branch, Dhaka

C/D-3283

22,014,712

19. National Bank Ltd.

Pragati Sarani Branch

C/D-0098-33004449

23,449,153

20. Standard Bank Ltd.

Principal Branch, Dhaka

C/D-0023301 1404

21. Janata Bank Ltd.

Mongla Port compound Br.

C/D-217

1,455,172

22. Janata Bank Ltd.

Mongla Port compound Br.

C/D-284

2,236,665

23. Janata Bank Ltd.

Helatola Road Br. Khulna

C/D-3501

33,093,330

24. Janata Bank Ltd.

Helatola Road Br. Khulna

C/D-3621

2,641,900

32

67,636

796,550

37,594,473
2,864,921

a.

25. Janata Bank Ltd.
Nawapara Branch, Jessore

O/D-i 893

1,817,190

STD accounts with Banks

1.

2.

IFlC Bank Ltd.
Dhanmondi Branch, Dhaka

STD-0636000579

Janata Bank,Janata Bhaban STD-004000664

Corporate Branch. Dhaka

FDR with Banks

1.

Trust Bank Ltd. Sena Kalyan

Bhaban Branch,Dhaka

2.

Southeast Bank Limited

Principal Branch, Dhaka.

Total: (A+B+C+D)

2,257,786

110,914

109,004

10,135

10,986

100,779

L98,018

8,732,497

7,992,354

7,848,047

7,271 ,467

884,450

720,887

153,252,252

79,977,095

Cash balance was physically verified and Bank balances were reconciled
Note-10 :SHARE CAPITAL: TK. 225,004,000
Authorised:
40,00,000 Ordinary Share of Tk. 100 each

400,000,000

400,000,000

117,769,000
45,149,100
62,085,900
225,004,000

130,754,000
28,238,100
66,011,900
225,004,000

Issued, Subscribed & Paid-up:

11,77,690 Ordinery Share of Tk.100 each-Sponsors
4,51,491 Ordinery Share of Tk.100 each- F.l
6,20,859 Ordinery Share of T0 00 each- Gen. Public

Share Holding Range

1-500
501-1000

1001-10000

10001-20000

20001-50000

50001-100000

100001-9999999

52%
20%
28%
100%

No. of SharhHolders
4,555
222
17
8
7
2
6
4,817
33

No. of Share
185,311
272,404
122,050
108,066
239,300
145,669
1,177,240
2,250,040

Percentage
8.24%
12.11 %
5.42%
4.80%
10.64%
6.47%
52.32%
100%

Note-il : GENERAL AND LOAN REDEMPTION RESERVE: TK. 166,000,000

General Reserve
Loan Redemption Reserve

58,500,000
L107,500,000
166,000,000

58,500,000
107,500,000
166,000,000

21,361,139

33,588,623
75,229,091
613,382,954
743,561,807

64,083,299
9,734,641
8,233,215
44,680,433
92,762,824
717,160,834
936,655,246

64,083,299

106,805,459

64,083,299
42,722,160
21,361,139

106,805,459
42,722,160
64,083,299

Note-12: LONG TERM LOANS: TK. 743,561,807

A.
B.
C.
D.
F.
G.

SABINCO-12.1
Janata Bank-12.2
Janata Bank-IDCP-12.3
Lease Finance -Phoenix Leasing co.Ltd-12.4
Term Loan-NCCBL-12.5
Other Finance-12.6

Note-12.11: SABINCO : TK. 21,361,139

Balance as on 1St January2009
Add: Addition during the year
Less: Payment during the year
Balance as on 31 St December2009

# The average rate of interest on the loan from SABINCO was 12% pa.
# The loans are fully secured by the way of first charge on the fixed assets of the company both
existing and future ranking pari passu with that of SABINCO and personal grarantee of
Directors of the Company.
# The loan from SABINCO is repayable within 01 .01 .2010 in 14 installments w.e.f. 01 .07.2003.
# The loan has been finally repaid in full on 31.01.2010.
Note-12.2: JANATA BANK: TK.
Balance as on 1St Jan uary,2009
Add: Addition during the year

9,734,641

33,130,927

9,734,641
Payment during the year
9Less:
,734,641
Balance as on 31st December,2009
-

33,130,927
23,396,286
9,734,641

# The average rate of interest on the loan from Janata Bank was 12.50% p.a.
# The loans are fully secured by the way of first charge on the fixed assets of the company both
existing and future ranking pari passu with that of Janata Bank and personal grarantee of
Directors of the Company.
# The loan from Janata Bank is repayable within 30.06.2009 in 11 installments w.e.f. 31.12.2004.
# The loan has been repaid as per schedule.
Note: 12.3: JANTA BANK IDCP : TK
Balance as on 1St January, 2009
Add Addition During the year

82,33,215
82,33,215
82,33,215

Less: Payment during the year

Balance as on 31St Dec, 2009

82,33,215
82,33,215
82,33215

34

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

The above amount was received from Phoenix Leasing Co. Ltd to meet the liquidity demand of the
Company in 2001 .The rate of interest is 9% flat rate p.a. The loan is secured against lease deposit
of Tk. 21,87,079/= Corporate guarantee and personal guarantee of all directors.

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

The term loan has been given from NCC Bank ltd. For adjustment of LTR . The rate of interest is
15% and it is payable by monthly installment.

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

This represent interest free loan from sister concerns.

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

CC(H)-45

613,265,800
61 3,265,800

617,830,094
617,830,094

The above amount has been taken from Janata Bank, Janata Bhaban, Corporate Branch, Dhaka
for working capital. The rate of interest is 13% p.a. Nature of security for the above CC(H)-45 are
as follows:
a) Raw Materials (Clinker, Cement Bag,Gypsum, etc.) and Finished Goods (Cement in Silo);
b) First paripassu charged by way of mortgage in respect of all property and fixed assets;
c) First paripassu charged by way of hypothecation in respect of all plant, machinery and
properties of the company;
d) Personal guarantee of all Drectors.

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

621,444,562
15,732,563

20,823,371

658,000,496

Janata Bank for 91160 MT Clinker

Janata Bank for 10000 MT Gypsum

Janata Bank for 13200 MT Slag

35

167,004,648
24,642,338
191,646,986

Note-15: PAYABLE FOR SUNDRY EXPENSES TK. 255,397,871

Electricity Bill
Salary, Wages & Benefit
Audit Fees
Advertisement- Sales
General Expenses
Consultancy Fee.
Telephone Fax & E-mail Bill
Shore protection
A Pathology
Co's Cont. to PF
VAT Payable
Tax at source Payable
Provision for Company Tax
Conversion Expenses Payable

12,090,369
7,363,673
50,000
2,245,956
311,352
16,158
206,710
62,921
144,267
2,273,384
3,713,896
74,660,571
152,258,613

8,466,280
6,037,735
50,000
1,096,370
311,352
6,300
149,885
62,921
200
122,796
2,006,036
2,438,428
26,194,532
71,555,077

255,397,871
Note-16: PAYABLE FOR GOODS SUPPLIED: TK. 53,488,794
Accounts Payable -Cement Bag
C & F and Others-Clinker
C & F and Others-Slag
C & F and Others-Spareparts (Import)
C & F and Others payable-Gypsum
C & F and Others payable-Flyash
C & F and Others payable
Payable of Spare Parts
Mr. Mustafizur Rahman Miraza APO
M/S Rupsha Filling Station
Mr. Tayrul Islam Sea
MIS Sundarban Filling Station
M/S Daily Purbanchal
M/S Aroj All & Co.
M/S FW Nicol Bangladesh
M/S A T Survey & Insp. Co. Ltd.
M/S Fuchs Lub. BD Ltd.
Mr. Jigar Hosssain
M/S Adhunik Pathology-Mongla.
M/S Doc Labour Mgt. Board-Mongla Port
M/S Bablu Enterprise
M/S Kings scale
M/S M. A. Hashem & Sons
Clinker Lightering cost payable
Payable to local Suppliers

18,591,341
1,559,833
170,551
250,793
86,950
405,741
17,123
333,569
63,083
82,011
6,568
1,733
11,536
1,304
26,915
4,900

30,955,851
1,065,910
126,764
176,136
173,331
382,959
17,123
333,569
58,388
82,492
6,568
10,864
1,733
26,986
15,025
1,304
200,543
26,915
13,780
441,420
44,237

107,825
21,000
6,205,669
25,540,350

18,476,826
34,299,799

53,488,794

86,938,523

Account payable cement bag represents Tk. 1,85,91,341 payable to Shahjalal Newsprint Ind. Ltd.
36

Note-1 7: PAYABLE FOR OTHERS FINANCE: TK. 55,169,221

Share Money Deposit

Interest on Project Loan - SABINCO

106,600

106,600

2,378,908

5,124,264

Interest on IDCP - Janata Bank

8,719,908

Interest on Long Term Loan - Janata Bank

723,198

WPPF Payable

8,812,007

1,462,196

585,150

555,150

43,286,556

99,393,783

55,169,221

116,085,099

Balance as on 1st January,2009

99,393,783

61,591,827

Add: Provision during the year

33,750,600

67,501 ,200

133,144,383

129,093,027

Less: Payment during the year

89,857,827

29,699,244

Balance as on 31st December2009

43,286,556

99,393,783

Sundry Deposits
Dividend Payable:1 7.01

Note-17.01: DIVIDEND PAYABLE : TK. 43,286,556

37

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

Amount in Taka
2008
2009
5,421,291,970
Gross Sales
716,197,27J
Less: VAT
4,705,094,692
Net Sales

3,756,923,254
489,863,086
3,267,060,168

During the year under audit Company sold 824,326 MT Cement in local market at Tk 5,421 ,291 970 (Gross).
Note- 19: COST OF GOODS SOLD: TK. 4,248,487,610
481,886,891
3,940,576,882
659,295,971
3,763,167,802
140,358,612
88,1 78,238
256,692
3,008,543
9,042,220
2,246,103
8,264,119
518,011
70,598
1,368,107
1,172,497
407,789
930,955
4,017,847
696,450
257,580
172,178
332,661
2,278,414
299,703
24,677
863,592
615,945
150,703,536
86,178,679
4,265,431,548
(16,943,938)
4,248,487,610

Opening Stock of raw and packing material

Raw and packing material purchased
Closing stock of raw and packing material
Raw and packing material Consumed (Notel9.1)
Electricity Bill
Salary, Wages and other benefit
Company's Contribution to PF
Leave Pay & Gratuity
Diesel and Lubricants
Repairs and Maintenance- Electrical
Repairs and Maintenance- Mechanical
Repairs and Maintenance- Building
Repairs and Maintenance- Jetty
Repairs and Maintenance- Vehicles
Repairs and Maintenance- Crane
Repairs and Maintenance- Dredger
Repairs and Maintenance- Bulk Unloader
Dredging Expenses
Water
Stock Insurance
Medical Expenses
Port & Shipping Expenses
Fooding Expenses
Fire Fighting Expenses
Training & Quality Circle Expenses
Laboratory Expenses
Uniform & Liveries
Conversion Expenses
Depreciation
Changes in opening and closing
stock of finished goods

38

828,428,242
2,335,044,068
481,886,891
2,681,585,419
90,809,411
73,265,889
175,492
7,210,645
7,241,248
1,543,170
4,928,822
258,682
54,333
2,609,563
3,369,574
87,471
549,271
7,466,656
1,265,610
301,259
116,589
170,501
1,143,889
76,010
11,827
904,933
619,225
71,555,077
82,361 ,289
3,039,681,854
1,251,366
3,040,933,220

Ja

Amount in Taka
2009
2008

Note- 19.1 Raw & Packing Materials Consumed: 1K. 3,763,167,802

Particulars
Opening
Clinker
297,651,329
27,423,419
Gypsum
13,630,348
Fly Ash
Slag
21,053,999
26,160,886
Lime Stone
21,169
Hard Rock
Cement Bag
95,945,741
Total
481,886,891

Purchase
2,995,649,206
97,484,546
224,311961
173,102,513
110,021,193
-
340,007,464
3,940,576,882

Closing
403,149,548
21,642,302
18,879,116
81,855,978
21,391,817
112,377,209
659,295,971

2,890,150,987
103,265,663
219,063,192
112,300,534
114,790,262
21,169
323,575,996
3,763,167,802

2,046,893,066
76,352,910
139,126,012
106,406,643
85,542,773
9,639,993
217,624,023
2,681,585,419

22,816,406
1,149,966
1,369,956
76,792
70,360

25,691,364
1,278,783
3,886,713
55,657
90,630
61,013
822,034
58,838
1,847,381
248,789
781,935
699,547
3,039,926
355,263
75,600
2,360
1,481,946
320,211
76,034
72,479
50,000
318,222
762,164
6,000
150,730
126,187
42,000
163,100
1,954,210
226,000
7,040
118,946
23,198
264,502
9,565
56,021

Note- 20 ADMINISTRATIVE OVERHEAD: TK. 56,958,143

Salary & Benefits
P.F. Contribution
Leave pay & Gratuity
Electricity Bill
Water Bill
Advertisement
Printing and Stationery
Postasge & Telegram
Telephone Fax & E-mail Bill
Registration & Renewals
Rates & Taxes
Travelling & Conveyance
Fuel and Oil
Repairs and Maintenance- General
Consultancy Fees
Form and Fees
Donation & Subscription
Entertainment
Insurance Premium Car.
Paper and periodicals
Audit Fees
Legal Expenses
AGM Expenses
Board meeting Fee
Office Maintenance
Share Expenses
House Rent
Testing Fee
Repairs and Maintenance- Vehicles
Listing Fee
Game Sports And Recreation
Ceremonial Espenses
ISO 9001 Expenses
Religion & Welfare
Uniform and Liveries
Gardening Expenses

2,721,789
78,331
1,669,061
5,108,194
771,423
1,239,220
3,041,992
445,804
212,050
2,689,485
722,911
46,435
65,644
50,000
1,124,194
1,252,906
93,672
42,000
196,489
1,139,409
226,000
11,800
318,433
25,320
368,007
76,747
39

Cleaning & Washing Expenses

Medical Expenses

Lease Rental

Rent-A Car

Fire loss

Depreciation

100,511
468,838
1,019,774
2,687,073
1,366,010
2,095,141
56,958,143

61,861
371,954
1,230,324

2,427,542
49,316,069

Note- 21 SELLING AND DISTRIBUTION OVERHEAD: TK. 123,618,281

Salary and Wages

Contribution to povident Fund
Leave pay & Gratuity
Advertisement- Sales
Sales promotion
Office Rent
Carriage outward
Depreciation

8,212,953
56,662
1,161,152
26,520,117
35,287,474
40,000
51,641,543
698,380
123,618,281

23,959,394
809,181
43,347,712

6,045,487
428,783
580,399
71,975,546
3,800,532
4,529,191
87,359,938

11,549,366
2,291,936
1,783,520
76,448,058
3,256,932
6,394,699
101,724,510

6,166,076
50,007
349,837 "

6,971,553
5,041,665

Note- 22 FINANCIAL EXPENSES: TK. 87,359,938

Interest on long term Loan-SABINCO
Interest on long term Loan-Janata Bank
Interest on long term Loan-(JB-IDCP)
Int. Exp. On Cash Credit & Overdrafts
Bank Charges and Commission
Int. on Lease Finance Loan (Phoenix)

Note- 23 EARNING PER SHARE:

Net Profit
Basic EPS=
Weighted average No. of outstanding Share
131,986,483
2,250,040
= 58.66
Note- 24 RELATED PARTY DISCLOSURE
Particulars
Purchase
Receivable
Payable
Loan

Name of the Company

SNIL
BICL & BLPGL
SNIL& BICL
5 inter co.

Nature of relation
Sister Concern
Sister Concern
Sister Concern
Sister Concern
40

Amount in Taka
352,707,011
28,859,272
170,849,954
613,382,954

Note-25: GENERAL
0-

a The Company has no aggregate amount of contract for capital expenditure to be executed and
not provided for in the accounts.
b There is no Guarantee issued by the management on behalf of Directors of the Company itself
except Bank Loan.
C Auditors are paid only statutory audit fees approved by the shareholders in the last AGM.
d There was no foreign exchange remitted to relevant shareholders during the year under audit.
e No amount of money was expended by the company for compensating any member of the
board of special service.

Note-26: ADDITIONAL DISCLOSURE AS PER SEC:

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

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

NIL

b. Uncalled liability on partly paid up shares.

NIL

c. Arrears of first cumulative dividends on preference shares together with the period for which
NIL
the dividend are in arrears.
d. The aggregate amount of contracts for capital expenditure remaining to be executed and not
NIL
provided for.
e. Others sums for which the company is contingently liable as on 31.12.2009:
Tk. 99, 27,351 for which a case pending with Appellate Division of the Hon'ble Supreme Court
of Bangladesh against import of cement bag.

f.

Capacity

10,00,000 MT

Production

8,28,692 MT

short fall

1,71,308 MT

Reasons

According to market demand

contract and
g. The general nature of any credit facilities available to the company under any
NIL
not taken up at data of Balance Sheet.
h. Aggregate amount due by directors and officers of the company or associated undertaking:
NIL
Directors
2,88,59,272
Associated Undertaking
19,53,205
Officers
Security and Exchange rules, 1 987(Para 5a,iii of part-1)
The advance against goods, services and expenses considered good by the management and
no collateral security is held against advance.
h. Security and Exchange rules, 1987(Para 5a, iii of part-u)
NIL
Mode of disposal of machinery and equipment.

41

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

2
3

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

NIL

Pare-3(I) (c) Brokerage and discount on sales other then the usual Trade Discount NIL
Pare-3(ii)
Number of employee drawing salary above Tk. 3000 per month

Number of employee drawing salary below Tk. 3000 per month

477
NIL

4. Para-8 (b)
Expenses incurred in foreign currency on account of royalty, Technical expert

And Professional Advisory fee, interest etc. if any

NIL

Para-8 (d)
Number of non resident shareholder

Number of share held by non resident shareholders including foreign investor

NIL

Para-8 (e)
Export of goods calculated on FOB basis.
Royalty, know-how, professional and consultation fees.
iii. Interest and Dividend.

iv. Other income indicating the nature thereof
i.
ii.

NIL
NIL
NIL
NIL

Note-28: Remuneration of Directors and Officers:

Particulars

Salary

House Rent

Bonus

Directors

Officers
28,000,491/=

Other Allowance

Provident Fund

8,429,802/=
5,259,233/=

4,346,992/=

1,156,5051=

Fees

47,193,023/=

Note-29: Post Balance Sheet Event:

During the year the Board of Directors in its meeting held on 29/04/10 proposed 35% Cash
Dividend (2008: 15% Cash dividend). The dividend proposed is subject to share holder's approval
at the forthcoming Annual General Meeting. The Proposed dividend is not recognized as a liability
at the Balance Sheet date in accordance with BAS 10 'Event after Balance Sheet Date" Except
the fact stated above no circumstances have arisen since the Balance Sheet date which would
required adjustment to or disclosure in the financial statement as note there to.
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HELf1PJA 2EHEWf Hf LL$ LTD

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

PROXY FORM
I/We..........................................................................................................................................
of..............................................................................................................................................
being Member of Meghna Cement Mills Ltd., hereby appoint ..............................................
of.............................................................................................................................................
as my/our proxy to attend and vote for me/us on my/our behalf at the 18th ANNUAL
GENERAL MEETING of the Company to be held on Sunday, 20 June 2010 at 11.00
a.m. and/or at any adjournment thereof.
I

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

Si g nature on

(Signature of the Shareholder)

Tk. 8/-

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

.Revenue Stamp

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

Note: A Member entitled to attend and vote at the Annual General Meeting may appoint a
proxy to attend and vote on his/her behalf. The Proxy Form duly completed must be
deposited at the Registered Office of the company not later than 72 hours before the time
fixed for the meeting.

HEc f/NA (3EHE/fr HILLS LTD

Corporate Office: 125/A, Bashundhara RIA, Block-A,
Baridhara, Dhaka-1212
Please complete the attendance slip and hand it over at the entrance of the hail.

ATTENDANCE SLIP
I hereby record my attendance at the 18th ANNUAL GENERAL MEETING being held on Sunday, 20 June
2010 at 11: 00 a.m. in Bashundhara Convention Centre, Block # G, Umme Kulsum Road, Bashundhara
RJA, Dhaka.

Name of member/proxy

Signature

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Meghna Cen,eri Mills Ltd.

Corporate Office: 125/A, Bashundhara A/A
Block-A, Dhaka-1212, Bangladesh
Phone :8402008-17, 8401806
Fax :880-2-8401797, E-mail : [email protected]
Web: www.bashundharagroup.com

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Factory

Mongla Port I/A

Mongla, B a g e r h a t
Phone : 04662-75377, 75134-35
Fax : 04662-7537 1
E-mail : [email protected]

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