Untitled - GQ GROUP

Contents

SL Particulars Page

01. Notice of the Thirty- Ninth Annual General Meeting 4

02. Corporate Profile. 5

03. History of the Company. 6

04. Five years financial and operational results. 6

05. Snapshot of 38th Annual General Meeting. 7

06. Important financial information in Graphs. 8-9

07. Report of the Directors to the Shareholders. 10-23

08. Corporate Governance Compliance Report. 24-52

09. Independent Auditor’s Report to the Shareholders. 53-58

10. Statement of Financial Position. 59

11. Statement of Profit or Loss and Other Comprehensive Income. 60

12. Statement of Changes in Equity. 61

13. Statement of Cash Flows. 62

14. Notes to the Financial Statements. 63-96

15. Fixed Assets Schedule. 97-100

16. Proxy Form 101

4 Annual Report 2020-2021

Notice of Annual General Meeting GQ BALL PEN INDUSTRIES LIMITED 331/2, Tajuddin Ahmed Swarani, Bara Maghbazar, Dhaka-1217.

Notice of the Thirty- Ninth Annual General Meeting Notice is hereby given that the 39

th Annual General Meeting (AGM) of the Shareholders of GQ Ball Pen Industries

Limited will be held virtually on Thursday 30th

December 2021 at 11:00 a.m.to transact the following business :-

AGENDA

1. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 30 June 2021 together with reports of the Auditors and Directors thereon.

2. To declare 5% cash dividend only for Public, Institutes Govt. & Foreign Shareholders.

3. To elect Directors.

4. To appoint Auditors for the year 2021-2022 and to fix their remuneration.

5. To appoint Corporate Governance Code Compliance Auditor for the year 2021-2022 and to fix their remuneration.

By order of the Board of Directors

(Uzzal Kumar Saha) Company Secretary

Dated: December 02,2021

NOTES: 1. The Shareholders, whose names will appear in the Share Register of the Company or in the

Depository Register on the record date i.e. 30th November 2021, will be entitled to attend the Annual General Meeting and to receive dividend.

2. A member who is entitled to attend and vote at the General Meeting may appoint a proxy to attend and vote in his/her behalf. The proxy form, duly stamped, must be deposited at the Registered Office of the Company, no later than 48 hours before the time fixed for the meeting.

3. The Annual Report for the year 2020-2021 will be e-mailed to the Shareholders and will be available on the company website at: www.gq-group.com.

4. In light of the coronavirus pandemic, AGM will be held virtually. The shareholders are requested to join the Virtual AGM. Shareholders are requested to send their BOID and number of shares to [email protected] or Mobile no. 01939-455311 by 20th December 2021. After verification of the data, the virtual AGM meeting link will be provided via email or SMS.

5. We encourage the shareholders to login into the system prior to the meeting. Please allow ample time to login and establish your connectivity. For any IT related guidance, shareholders may contact vide email: [email protected].


GQ BALL PEN INDUSTRIES LIMITED 331/2, Tajuddin Ahmed Swarani, Bara Maghbazar, Dhaka-1217.

CORPORATE PROFILE Chairperson : Mrs. Salma Huq

Director Director

: Mr. Qazi M. Salman Sarwar : Ms. Sara Huq

Managing Director(C.C) : Mr. Abu Hasan Khan Independent Director : Mr. Mainul Huq, MBA Chief Finance Officer : Mr. Md. Shahjahan Siraj Company Secretary : Mr. Uzzal Kumar Saha, LL.B, Qcs Head of Internal Audit : Mr. Md. Mohsin

Management Team : Mr. Abu Hasan Khan

Managing Director(C.C) : Mr. Md. Showkat Mostafa

GM (Operations) : Mr. Md. Shahjahan Siraj

Chief Financial Officer : Mr. Uzzal Kumar Saha, LL.B, Qcs

Head of Finance & Company Secretary : Mr. Quazi Shamsuzzaman

Vice president (Operations) : Mr. Kajal Mridha, ACMA Vice president (Accounts & Cost Control)

Registered Office:

GQ Building, 331/2 Tajuddin Ahmed Swaroni, Bara Moghbazar, Dhaka-1217.

Factory:

BSCIC Industrial Estate, Jhumjhumpur, Jessore. Khagan,Ashulia,Savar,Dhaka.

Auditors:

Zoha Zaman Kabir Rashid & Co. Chartered Accountants Corporate Office: Rupayan KarimTower, Level # 7, Suite # 7A, 80, Kakrail, Dhaka-1000, Bangladesh. Tel: +880 2 9339732, +880 2 9339725 E-mail: [email protected]

Bankers:

Southeast Bank Limited. Islami Bank Bangladesh Limited. NCC Bank Limited. Prime Bank Limited.


GQ BALL PEN INDUSTRIES LIMITED 331/2, Tajuddin Ahmed Swarani, Bara Maghbazar, Dhaka-1217.

History of the Company Date of Incorporation : July 18, 1981

Listed in Dhaka Stock Exchange : July 14, 1986

Listed in Chittagong Stock Exchange : October 10, 1996

Subscription Opened : May 06, 1986

Subscription Closed : May 15, 1986

1St

Right Share Issued : August 20, 1987

1st

Bonus Share Issued : August 15, 1994

1st

Public Meeting (AGM) Held : August 20, 1987

Listed with CDBL : January 25, 2009

Five Years Financial and Operational Results

(Taka in Million)

Sl. Particulars

Y E A R S

2016-2017 2017-2018 2018-2019 2019-2020 2020-2021

01

.

Authorized Capital 500.00 500.00 500.00 500.00 500.00

02

.

Issued & Paid up Capital 89.281 89.281 89.281 89.281 89.281

03

.

No. of Shares (In Millions) 8.928 8.928 8.928 8.928 8.928

04

.

Reserve & Surplus 1339.373 1246.433 1234.166 1116.508 1160.618

05

.

Non Current Assets 961.963 982.694 990.713 993.317 998.607

06

.

Current Assets 763.880 654.332 659.126 551.113 602.668

07

.

Current Liabilities 237.689 237.277 236.416 255.834 273.580

08

.

Net Sales 107.414 79.224 75.925 73.271 46.035

09

.

Gross Profit 7.937 2.056 2.259 (6.934) (15.330)

10

.

Net Profit before Tax 15.507 (39.384) (8.205) (63.430) (61.706)

11

.

Net Profit after Tax 14.790 (45.701) (15.326) (64.407) (67.486)

12

.

Earnings Per Share after Tax 1.66 (5.12) (1.72) (7.21)

Restated

Restated

(7.56)

13 Cash/Stock Dividend (%)

10% cash

only for

Public

Institutes,

Govt. and

foreign

shareholders

10% cash only

for Public

Institutes,

Govt. and

foreign

shareholders

10% cash only

for Public

Institutes,

Govt. and

foreign

shareholders

5% cash

only for

Public

Institutes,

Govt. and

foreign

shareholders

5% cash only

for Public

Institutes,

Govt. and

foreign

shareholders

14

14

.

Number of Employee 272 242 232 227 161


GQ BALL PEN INDUSRTRIES LIMITED. 331/2, Tajuddin Ahmed Swarani, Bara Moghbazar,Dhaka-1217

Report of the Directors to the Shareholders

Bismillahir Rahmanir Rahim

Dear Shareholders,

In terms of provisions of Section 184 of the Companies Act 1994, Rule 12 (and the schedule

there under) of the Bangladesh Securities and Exchange Rules 1987, Corporate Governance

Code 2018 of Bangladesh Securities and Exchange Commission and International Accounting

Standards-1 Codes as adopted by The Institute of Chartered Accountants of Bangladesh, it is

the pleasure of the Board of Directors to submit its Report to the Shareholders for the year

ended 30 June, 2021.

GQ Ball Pen Industries Ltd have been producing and marketing ball pens in the country for a

long time. Our business was heavily affected due to the COVID 19 pandemic which resulted in

all educational institutions being closed from March 2020 to September 2021.This caused our

business to fall by about 75 percent. We hope that in the coming days, with the Corona

pandemic improving and educational institutions reopening, we will be able to improve our

production and sales. However, if the pandemic continues then unfortunately we will not see

much improvement in our sales in the near future and it will be difficult to continue with the

normal operation of producing and selling ball pens; and, we will have to rely on other income

to mitigate continuous operation loss until we can restructure our marketing setup and

modernize our machinery.

Nevertheless, our other income from investment in shares is still unaffected. In addition,

construction of our 14 storied commercial building in Uttara is progressing smoothly. Once

completed it will generate good rental revenue provided the country’s economy doesn't

deteriorate much. Though we have been incurring operational losses for a few years and Net

Operating Cash flow is negative, the management is confident that with our other income we

can pay good dividend to the shareholders in the coming years.

Our plastic division’s production and sales are also hampered due to the COVID-19 pandemic.

We are trying to install new machinery as per market demand. Now we are running production

partially.


Financial results:

The financial results last 5(five) years are summarized below: -

Particulars

Amount in Taka

01 Jul’2020-

30 Jun’2021

01 Jul’2019-

30 Jun’2020

01 Jul’2018-

30 Jun’2019

01 Jul’2017-

30 Jun’2018

01 Jul’2016-

30 Jun’2017

Sales 4,60,35,002 73,270,670 75,925,424 79,223,972 107,413,972

Less: Cost of Goods Sold 6,13,65,104 80,204,171 73,666,597 77,168,105 99,476,937

Gross Profit (15,330,101) (69,33,501) 2,258,827 2,055,867 7,937,035

Operating expenses (2,89,50,570) (3,61,61,025) 31,844,128 58,266,249 48,621,404

Other Income/(Loss) (1,71,15,699) (1,99,43,564) 21,758,480 16,826,355 56,967,117

Net Profit Before Taxation (61,705,723) (63,429,949) 8,204,691 39,384,027 15,507,380

Income Tax (5,779,821) (976,595) (7,121,885) (6,316,665) (12,858,209)

Profit after Tax (67,485,545) (64,406,543) 15,326,576 (45,700,692) 14,790,157

Retained Earnings 203,711,142 270,203,416 333,118,009 350,592,725 398,363,578

Auditors Qualified Opinion:

(a) The auditors opined that the note no 24.02. Dividend amounting to Tk. 3,716,118 was payable for the year 2009-2010. However, this was not recorded in the financial statements of 2010-2011. This amount is included in the previous year by restating other liabilities in contrast to applied retrospectively. Our reply: While thoroughly checking the shareholder wise Dividend payable, we have found that an amount of Tk.3,716,118 has been carried forward since the financial year 2009-2010 which was paid in the accounting year 2011. However, this amount was not deducted from the Dividend payable account at that time by mistake. As such, we have adjusted it with Retained Earnings as per IAS-8: “Accounting Policies, Changes in Accounting Estimates and Errors” and restated the financial statements accordingly.

(b) The company has reported Tk. 47,656,658 as loss on sales of dead stock in note 36.02 which is presented under the head of other income/(loss) to the statement of profit or loss and other comprehensive income. These inventories were included under current asset in the previous year which is presented in note 7.01. The dead stocks were reported at cost divergent to lower of cost and net realizable value. Our reply: Since the inception of the Company the sales returns have been valued at cost and many unused & unusable raw & packing materials have piled up. As per instruction of the Board of Directors, these were segregated as inventory deadstock from the inventories to reflect the fair market value. But due to the pandamic, it was not possible to ascertain the net realisable value of the entire Dead Stock on time and hence the Dead Stock had to be shown at cost.

Statutory Auditor:

The existing Auditors, Zoha Zaman Kabir Rashid & Co. Chartered Accountants, Rupayan Karim

Tower, Level-7, Suite # 7A, 80, Kakrail, Dhaka-1000, who were appointed as Auditors of the

Company in the 38th Annual General Meeting of the Company, has carried out the audit for the

year ended 30 June 2021. The Auditors of the Company will retire at this meeting and they have


expressed their willingness to continue in office for the year 2021-2022. The Board after due

consideration of the proposal made by the Audit Committee recommends for reappointment of

Zoha Zaman Kabir Rashid & Co., Chartered Accountants as auditors for the year 2021-2022.

Compliance Auditors

The existing compliance auditor M/s. Dewan Nazrul Islam & Co., Chartered Accountants will

retire at the 39th Annual General Meeting. Being eligible they have offered themselves for

reappointment as Compliance Auditors of the company for year 2021-2022.

Remuneration to Directors

All the Directors in the Board, except the Managing Director (CC), are non-executive and receive

no remuneration or benefits from the Company other than the Board Meeting attendance fee.

The salary and other perquisites paid to the Managing Director (CC) for his service has been

disclosed in the notes to the accounts.

Related Party Transactions

All transactions with related parties are made on a commercial basis and the basis was the

principle of "Arm’s Length Transaction". Details of related party transaction are disclosed in the

Note no. 10.01.01 & note no. 23 of the Financial Statements.

Extraordinary Gain/Loss

No extra-ordinary gain or loss exists during the year as prescribed by the International Financial

Reporting Standards (IFRS).

Board of Directors

The Board of Directors of the Company consist of 5 (Five) members including 1 (one)

Independent Directors.

Re-election of Directors

By operation of Article 82 & 83 of the Company's Articles of Association, Ms. Sara Huq retires by

rotation at the 39th AGM and being eligible offers for re-election.

Books of Accounts

The books of accounts of the Company have been maintained in accordance with provisions of

the Companies Act 1994.

Accounting Policies

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.

Application of IASs or IFRSs to the Financial Statements

International Accounting Standards (IASs) and International Financial Reporting Standards

(IFRSs) have been followed in preparation of the financial statements.


Internal Control

Internal Control Policies in GQ Ball Pen Indusries Ltd is designed to ensure operational

efficiency, reliable financial reporting and sound governance within and outside the Company.

Accordingly, the Board of Directors of the Company is of the opinion that the system of Internal

Control is sound in design and has been effectively implemented and monitored.

Declaration/Certification of CEO & CFO

The declaration or certification by the Chief Executive Officer (CEO) and the Chief Financial

Officer (CFO) to the Board of the Company as prescribed under the Codes of Corporate

Governance issued by Bangladesh Securities and Exchange Commission is disclosed in Annexure

- A of this report.

Board Meeting & Attendance

During the financial year 2020-2021, a total number of 5 (five) meetings of the Board of

Directors were held to transact Company’s affairs.

Shareholding Pattern

The pattern of shareholding as on 30 June 2021 of the Company as prescribed by the Code of

Corporate Governance issued by the Bangladesh Securities and Exchange Commission (BSEC) is

furnished in Annexure-I of this report.

Going Concern

The Board is of the opinion that the Company is indeed a going concern. This is recognized

through appropriate enquiries and analysis, which establishes that the resources are adequate

to support the operations and that sufficient business opportunities exist to justify the

organization as a going concern. The Directors analyse the financial statements accordingly.

Therefore, the Financial Statements are prepared on a going concern basis and there is no

doubt whatsoever upon the Company's ability to continue as such.

Directors’ declaration on the Financial Statements

The Directors are responsible for the governance of the Company and as part of preparation

and presentation of the financial statements, the Directors confirm, to the best of their

knowledge that:

• The financial statements prepared by the Management of the Company which was scrutinised

by the external auditors, present fairly its state of affairs, the result of its operations, cash flows

and changes in equity;

• Proper books of accounts of the Company have been maintained;

• 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;

• The International Accounting Standards, as applicable in Bangladesh, have been followed in

preparation of the financial statements and any departure therefrom has been adequately

disclosed;


• The system of internal control is sound in design and has been effectively implemented and

monitored; and

• There is no doubt whatsoever upon the Company’s ability to continue as a going concern.

As required under the BSEC directives, the Directors further confirm that:

• The CEO and CFO have certified to the Board that they have reviewed the financial

statements and affirmed that these statements do not contain any materially untrue statement

or omit any material fact or contain statements that might be misleading.

Other regulatory disclosures:

Pursuant to the BSEC Notification on ‘Codes of Corporate Governance’ dated 3rd June 2018, the

Directors of GQ Ball Pen Indusries Ltd also report that :

• The Company is aware of its various risks and concerns. The financial risk management has

been disclosed under note 2.37 of the financial statements;

• All transactions with related parties have been made on a commercial basis and the details of

related party and transactions have been disclosed in the financial statements;

• Proper books of account of the Company have been maintained;

• Appropriate accounting policies have been followed in preparation of the financial statements

and that the accounting estimates are based on reasonable and prudent judgment;

• The financial statements are prepared in accordance with IAS/IFRS and any departure

therefrom has been adequately disclosed;

• The Company’s IPO was made during inception. No further issue of any instrument was made

during the year;

• From inception the financial results of the Company have continued to grow as reflected in

the yearly financial statements of the Company;

• No extraordinary gain or loss has been recognised in the financial statements of the

Company;

• No significant variations have occurred between quarterly and final financial results of the

Company during 2021;

• During the year, the Company has paid a total amount of BDT 210,000 as Board meeting

attendance fees without any remuneration to the directors except Managing Director(CC).

• All significant deviations from the previous year in the operating results of the Company have

been highlighted and reasons thereof have been explained;

• During 2021 a total of 5 (five) Board meetings were held, which meets the regulatory

requirements in this respect.

• Rights and interests of minority shareholders have been duly protected by means of

transparent operations and proper disclosure of material information of the Company.

• No bonus or stock dividend has been declared as interim dividend during the year.

Corporate Governance Compliance Status

GQBPIL believes in sustainable business development through quality assurance, customer

focus, innovation, fairness, transparency and compliance, and continuous improvement for


enriching the quality of life of the people. It has been a company having multinational heritage

and good corporate culture. Corporate Governance at its utmost has been practiced in GQBPIL.

However, the Board and management of the Company are committed to continuously strive for

the highest standards and ethics in governance practices with a view to safeguard the interest

of its shareholders and innumerable stakeholders. In this connection, we are pleased to confirm

that the Company has meanwhile complied with all the requirements under the Corporate

Governance Code adopted by Bangladesh Securities and Exchange Commission. The compliance

checklist for the year ended 30 June 2021 in this regard is appended in Annexure-V of the

Directors' Report. However, the Corporate Governance Compliance Certificate as provided by

M/s. Dewan Nazrul Islam & Co. Chartered Secretaries, is also enclosed in Annexure-B of this

report.

Nomination and Remuneration Committee (NRC)

In compliance with the Corporate Governance Code, the Board of Directors of the Company

has constituted a Nomination and Remuneration Committee (NRC) as a sub-committee of the

Board with the following non-executive Directors:

Mr. Mainul Huq, Chairman Independent Director

Mr. Qazi M.Salman Sarwar, Member Director

Ms. Sara Huq,Member Director

Mr. Uzzal Kumar Saha, the Company Secretary is the ‘Secretary’ of the NRC. A detailed Terms of

Reference (ToR) of the NRC and Policy has also been approved by the Board. The terms of

reference of the Nomination & Remuneration Committee and Policy include, among other

items, the determination of the Company's policy on unique remuneration for top executives,

the review and approval of the Company's remuneration policy, the creation of evaluation

criteria for independent directors and the Board of Directors, identifying persons who are

eligible to become directors and who may be appointed to senior management in accordance

with the criteria laid down and recommending the appointment or removal of such persons to

the Board and discharging such other functions and exercising such other powers as the Board

of Directors may delegate/direct from time to time. During the financial year 2020-21 one (1)

meeting of the Nomination and Remuneration Committee (NRC) was conducted on 18

November 2021.

Dividend Recommended

Considering the current market scenario and pandemic situation, the Board of Directors has

recommended 5% cash dividend for the year ended June 30, 2021 for the General Shareholders

(the Directors & Sponsors of the Company will not receive any dividend) subject to approval by

the shareholders in the 39th AGM. Total paid up shares is 89,280,914 nos. and General

Shareholders holding is 51,89,278 number of shares. Director & Sponsor are holding 37,38,813

nos. of shares (except independent Director).


Financial Reporting and Transperency

Financial statements have been prepared in line with the International Financial Reporting

Standards (IFRS) / Bangladesh Financial Reporting Standards (BFRS). Financial data is circulated

as appropriate within and outside the organization. The timely publication of quarterly, half

yearly and annual financial statements with comprehensive details beyond the statutory

requirements has been a salient feature of the financial reporting system. Chief Financial

Officer and Company Secretary is responsible for instituting a system of internal controls to

ensure the effective implementation of all policies and decisions of the Board. The Board

ensures that the CFO and Company Secretary maintain full and effective control of all

significant strategic, financial, organizational and compliance issues.

Subsequent Events:

The following significant events have occurred subsequently between the Balance Sheet dates,

the date when the financial statements were authorized for issue by the Board of Directors:

Name of the Institute where Investment made Dividend Earned

Bank Asia Ltd. 13,031

Eastern Bnak Ltd. 22,767

Exim Bank Ltd. 272,197

Standard Bank Ltd. 166,679

National Bank Ltd. 549,373

Prime Insurance Co.Ltd. 239,120

BSCCL 2,381

EBL 1st MF 150,103

Fractional Bonus 13

Total 14,15,664

All the earnings as mentioned above will be reflected in the accounts of 2021-2022 of the

Company.

Relation and communication with share holders:

The Company has been arranging Annual General Meeting regularly from its inception as per

Companies Act and has been publishing all the information like suppliers, price sensitive

information to the shareholders, Securities and Exchange Commission and Stock Exchanges

through the daily newspapers. As a result, the shareholders, concerned organization and

people get required information about the Company in due time.

Un-distributed dividend and NRC Report:

Un-distributed Dividend Report, Page No: 83 NRC Report, Page No: 50 is disclosed of this

report.


Respectfulness to law:

The Company is not involved in any work contrary to rules and regulations and relevant laws of

the land. All rules and regulations are duly followed.

Conclusions:

The Board of Directors record with deep appreciation the contribution made, support & co-

operation given by the Officers, Staff, Workers, Customers, Creditors, Banks, Insurance

Companies, Utility Providers, Bangladesh Securities and Exchange Commission, Dhaka Stock

Exchange, Chittagong Stock Exchange, Central Depository Bangladesh Ltd. and all the

shareholders for their continued support and confidence.

Allah Hafiz.

On behalf of the Board of Directors.

Salma Huq

Chairperson.


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cywÄf~Z Avq 203,711,142 270,203,416 333,118,009 350,592,725 398,363,578


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A¯vfvweK jvf/ÿwZ t

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Dewan Nazrul Islam & Co. | Chartered Accountants

(Independent Member Firm of UC&CS Global)

(Independent Affiliate Firm of UC&CS America)

Annexure-C

[As Per Condition No.1 (5) (xxviii)]

Status of Compliance with the conditions imposed by the Commission’s Notification No.

BSEC/CMRRDC/2006-158/207/Admin/80 dated 3rd June 2018

(Report under Condition no. 9)

Condition

No Title

Status

Remarks Complied

Not

Complied

1.1

Board Size: The number of the

Board members of the Company

shall not be less than 5 (five) and

more than 20 (twenty)

The GQ Ball pen Industries Ltd

Board is comprised of 5

directors.

1.2 (a)

Independent Directors:

At least one fifth (1/5) of the total

number of Directors in the

Company’s Board shall be

Independent Directors

There is one Independent

Director in the Board, namely

Mr. Md. Mainul Huq, Flat-6©,

90 Kalabagan, Dhaka

Occupation: Business

1.2 (b) (i)

Independent Director does not

hold any share or holds less than

1% shares of the total paid-up

capital

The Company Secretary on

behalf of Independent Director

have declared independent

directors’ compliances.

1.2 (b) (ii)

Independent Director or his

family members are not

connected with the Company's

any sponsor or Director or

nominated Director or

Shareholder of the company or

any of its associates, sister

concerns, subsidiary and parents

or holding entities who holds 1%

or more shares

Do

1.2 (b) (iii)

Independent Director who has not

been an executive of the company

in immediately preceding 2 (two)

financial years

Do

1.2 (b) (iv)

Independent Director does not

have any other relationship,

whether pecuniary or otherwise,

with the company or its subsidiary

or associated companies

Do





Condition

No Title

Status

Remarks Complied

Not

Complied

1.2 (b) (v)

Independent Director is not a

member or TREC (Trading Right

Entitlement Certificate) holder,

Director or officer of any Stock

Exchange

Do

1.2 (b) (vi)


shareholder, Director excepting

independent director or officer of

any member or RREC holder of

Stock Exchange or an

intermediary of the capital market

Do

1.2 (b)(vii)


partner or an executive or was not

a partner or an executive during

the preceding 3 (three) years of

the concerned company's statutory

audit firm or audit firm engaged

in internal audit service or audit

firm conducting special audit or

professional certifying

compliance of Corporate

Governance Code

Do

1.2 (b)

(viii)

Independent Director shall not

be an Independent Director in

more than 5 (five) listed

companies

Do

1.2 (b)(ix)

Independent Director 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)

Do

1.2 (b)(x)

Independent Director has not

been convicted for a criminal

offence involving moral turpitude Do

1.2 (c)

The Independent Director(s)

shall be appointed by the Board of

Directors and approved by the

shareholders in the AGM

The appointments are duly

approved at AGM

1.2 (d)

The Post of Independent

Director(s) cannot remain vacant

for more than 90 (ninety) days No vacancy occurred





Condition

No Title

Status

Remarks Complied

Not

Complied

1.2 (e)

The tenure of office of an

Independent Director shall be for

a period of 3 (three) years, which

may be extended for1 (one) term

only

Do

1.3 (a)

Independent Director shall be a

knowledgeable individual with

integrity who is able to ensure

compliance with financial laws,

regulatory requirements and

corporate laws and can make

meaningful contribution to

business

The qualification and

background of Independent

Director justify his abilities as

such.

1.3 (b) (i)

Independent Director should be a

Business Leader who is or was a

promoter or director of an unlisted

company having minimum paid-

up capital of Tk. 100.00 million

or any listed company or a

member of any national or

international chamber of

commerce or business association

Not Applicable

1.3 (b) (ii)


Corporate Leader who is or was a

top level executive not lower than

Chief Executive Officer or

Managing Director or Deputy

Managing Director or Chief

Financial Officer or Finance

director or Accounts or Company

Secretary or Head of Internal

Audit and Compliance or Head of

Legal Service or a candidate with

equivalent position of an unlisted

company having minimum paid-

up capital of Tk. 100.00 million or

of a listed company

Not Applicable





Condition

No Title

Status

Remarks Complied

Not

Complied

1.3 (b) (iii)


Former official of government or

statutory or autonomous or

regulatory body in the position not

below 5th Grade of the national

pay scale, who has at least

educational background of

bachelor degree in economics or

commerce or business or Law

The Independent Director is a

corporate leader with more than

10 year of experience.

1.3 (b) (iv)


University Teacher who has

educational background in

Economics or Commerce or

Business Studies or Law

Not Applicable

1.3 (b) (v)


Professional who is or was an

advocate practicing at least in the

High Court Division of

Bangladesh Supreme Court or a

Chartered Accountant or Cost and

Management Accountant or

Chartered Financial Analyst or

Chartered Certified Accountant or

Certified Public Accountant or

Chartered Management

Accountant or Chartered

Secretary or equivalent

qualification

Not Applicable

1.3 ( C )

The independent director shall

have at least 10 (ten) years of

experiences in any field

mentioned in 1.3 (b)

The Independent Director is a

corporate leader with more than

10 year of experience.

1.3 (d)

In special cases, the above

qualifications or experiences may

be relaxed subject to prior

approval of the Commission.

Not Applicable

1.4 (a)

The positions of the Chairperson

of the Board and the Managing

Director (MD) and/or Chief

Executive Officer (CEO) of the

company shall be filled by

different individuals

Chairperson of the board and

Managing Director are different

individual.

Name of Chairperson: Mrs.

Salma Hqu

Name of Managing Director:





Condition

No Title

Status

Remarks Complied

Not

Complied

Mr. Abu Hasan Khan

1.4 (b)

The Managing Director (MD)

and/or Chief Executive Officer

(CEO) of a listed company shall

not hold the same position in

another listed company

The Managing Director does

not hold the same position in

any another listed company.

1.4 (c )

The Chairperson of the Board

shall be elected from among the

non-executive directors of the

company

The Chairperson is elected from

amongst the non-executive

directors.

1.4 (d)

The Board shall clearly define

respective roles and

responsibilities of the Chairperson

and the Managing Director and/or

Chief Executive Officer

The roles and responsibilities of

the Chairperson and the

Managing Director are clearly

define.

1.4 ( e)

In the absence of the Chairperson

of the Board, the remaining

members may elect one of

themselves from non- executive

directors as Chairperson for that

particular Board’s meeting; the

reason of absence of the regular

Chairperson shall be duly

recorded in the minutes.

In practice.

1.5 The Directors’ Report to Shareholders on:

1.5 (i)

Industry outlook and possible

future developments in the

industry

The Directors report complies

with the guideline.

1.5 (ii) Segment-wise or product-wise

performance Under Process

1.5 (iii)

Risks and concerns including

internal and external risk factors,

threat to sustainability and

negative impact on environment,

if any


with the guideline.

1.5 (iv)

A discussion on Cost of Goods

sold, Gross Profit Margin and Net

Profit Margin, where applicable


with the guideline.

1.5 (v) A discussion on continuity of any

extraordinary activities and their

Mentioned Financial results

only.





Condition

No Title

Status

Remarks Complied

Not

Complied

implications (gain or loss)

1.5 (vi)

A detailed discussion on related

party transactions along with a

statement showing amount,

nature of related party, nature of

transactions and basis of

transactions of all related party

transactions


with the guideline.

1.5 (vii)

A statement of utilization of

proceeds raised through public

issues, rights issues and/or any

other instruments


with the guideline.

1.5 (viii)

An explanation if the financial

results deteriorate after the

company goes for Initial Public

Offering (IPO), Repeat Public

Offering (RPO), Rights Share

Offer, Direct Listing, etc

Do

1.5 (ix)

An explanation on any significant

variance that occurs between

Quarterly Financial performances

and Annual Financial Statements

Do

1.5 (x)

A statement of remuneration

paid to the directors including

independent directors

Mentioned in other regulatory

discloser.

1.5 (xi)

A statement that 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

Stated under Directors

Declaration as to the Financial

Statements in the Directors

Report.

1.5 (xii)

A statement that proper books of

account of the issuer company

have been maintained Do

1.5 (xiii)

A statement that appropriate

accounting policies have been

consistently applied in preparation

of the financial statements and

that the accounting estimates are

based on reasonable and prudent

judgment

Do





Condition

No Title

Status

Remarks Complied

Not

Complied

1.5 (xiv)

A statement that International

Accounting Standards (IAS) or

International Financial

Reporting Standards (IFRS), as

applicable in Bangladesh, have

been followed in preparation of

the financial statements and any

departure there from has been

adequately disclosed

Do

1.5 (xv)

A statement that the system of

internal control is sound in design

and has been effectively

implemented and monitored

Do

1.5 (xvi)

A statement that minority

shareholders have been protected

from abusive actions by, or in the

interest of, controlling

shareholders acting either directly

or indirectly and have effective

means of redress

Stated under section “Going

Concern” in the directors report.

1.5 (xvii)

A statement that there is no

significant doubt upon the issuer

company’s ability to continue as a

going concern, if the issuer

company is not considered to be a

going concern, the fact along with

reasons there of shall be disclosed

Do

1.5 (xviii)

An explanation that significant

deviations from the last year’s

operating results of the issuer

company shall be highlighted and

the reasons thereof shall be

explained

Do

1.5 (xix)

A statement where key operating

and financial data of at least

preceding 5 (five) years shall be

summarized


with the guideline.

1.5 (xx)

An explanation on the reasons if

the issuer company has not

declared dividend (cash or stock)

for the year

Do

1.5(xxi) Board’s statement to the effect

that no bonus share or stock Stated in the directors report.





Condition

No Title

Status

Remarks Complied

Not

Complied

dividend has been or shall be

declared as interim dividend

1.5 (xxii) Patterns of shareholdings Stated in the directors report.

1.5 (xxiii)

(a) Parent or Subsidiary or

Associated Companies and other

related parties (name-wise details) Stated in the directors report.

(b) Directors, Chief Executive

Officer, Company Secretary,

Chief Financial Officer, Head of

Internal Audit and Compliance

and their spouses and minor

children (name-wise details)

The Directors, Chief Executive

Officer, Company Secretary,

Chief Financial Officer, Head of

Internal Audit and Compliance

and their spouses and minor

children do not hold any shares

of the Company

(c) Executives

(d) Shareholders holding ten

percent (10%) or more voting

interest in the company (name-

wise details)

Stated in Annexure -1 of the

Directors' report which comply

with the guideline

1.5 (xxiv) (a) a brief resume of the director Stated in the profile of Directors

in the Annual Report

(b) nature of his or her expertise

in specific functional areas Stated in the profile of Directors


(c) names of companies in which

the person also holds the

directorship and the membership

of committees of the Board

Stated in the profile of Directors


1.5 (xxv)

(a) accounting policies and

estimation for preparation of

financial statements

The directors’ report complies

with the guideline.

(b) changes in accounting

policies and estimation, if any,

clearly describing the effect on

financial performance or results

and financial position as well as

cash flows in absolute figure for

such changes


with the guideline.





Condition

No Title

Status

Remarks Complied

Not

Complied

(c) comparative analysis

(including effects of inflation) of

financial performance or results

and financial position as well as

cash flows for current financial

year with immediately preceding

five years explaining reasons

thereof


with the guideline.

(d) compare such financial

performance or results and

financial position as well as cash

flows with the peer industry

scenario


with the guideline.

(e) briefly explain the financial

and economic scenario of the

country and the globe


with the guideline.

(f) risks and concerns issues

related to the financial statements,

explaining such risk and concerns

mitigation plan of the company


with the guideline.

(g) future plan or projection or

forecast for company’s operation,

performance and financial

position, with justification thereof,

i.e., actual position shall be

explained to the shareholders in

the next AGM


with the guideline.

1.5 (xxvi)

Declaration or certification by the

CEO and the CFO to the Board as

required under condition No. 3(3)

shall be disclosed as per

Annexure-A

Do

1.5 (xxvii)

The report as well as certificate

regarding compliance of

conditions of this Code as

required under condition No. 9

shall be disclosed as per

Annexure-B and Annexure-C

The certificate regarding

compliance of the conditions is

disclosed in the annual report





Condition

No Title

Status

Remarks Complied

Not

Complied

1.6

The company shall conduct its

Board meetings and record the

minutes of the meetings as well as

keep required books and records

in line with the provisions of the

relevant Bangladesh Secretarial

Standards (BSS) as adopted by

the Institute of Chartered

Secretaries of Bangladesh (ICSB)

in so far as those standards are not

inconsistent with any condition of

this Code.

The company maintains a book

for Board Meeting Minutes as

per the provision of Bangladesh

Secretarial Standards (BSS) as

adopted by the Institute of

Chartered Secretaries of

Bangladesh (ICSB)

1.7 (a)

The Board shall lay down a code

of conduct, based on the

recommendation of the

Nomination and Remuneration

Committee for the Chairperson of

the Board, other board members

and Chief Executive Officer of the

company

A code of conduct set of

chairperson of the board, other

members of the board and Chief

Executive Officer of the

company bases on the

recommendation of the


Committee (NRC)

1.7 (b)

The code of conduct as

determined by the NRC shall be

posted on the website of the

company including, among

others, prudent conduct and

behavior; confidentiality; conflict

of interest; compliance with laws,

rules and regulations; prohibition

of insider trading; relationship

with environment, employees,

customers and suppliers; and

independency.

Under Process

2 (a)

Provisions relating to the

composition of the Board of the

holding company shall be made

applicable to the composition of

the Board of the subsidiary

company;

Not Applicable





Condition

No Title

Status

Remarks Complied

Not

Complied

2 (b)

At least 1 (one) independent

director on the Board of the

holding company shall be a

director on the Board of the

subsidiary company

Not Applicable

2 (c )

The minutes of the Board meeting

of the subsidiary company shall

be placed for review at the

following Board meeting of the

holding company;

Not Applicable

2 (d)

The minutes of the respective

Board meeting of the holding

company shall state that they have

reviewed the affairs of the

subsidiary company also;

Not Applicable

2 ( e)

The Audit Committee of the

holding company shall also

review the financial statements, in

particular the investments made

by the subsidiary company.

Not Applicable

3. 1 (a)

The Board shall appoint a

Managing Director (MD) or Chief

Executive Officer (CEO), a

Company Secretary (CS), a Chief

Financial Officer (CFO) and a

Head of Internal Audit and

Compliance (HIAC)

Do

3. 1 (b)

The positions of the Managing

Director (MD) or Chief

Executive Officer (CEO),

Company Secretary (CS), Chief

Financial Officer (CFO) and Head

of Internal Audit and Compliance

(HIAC) shall be filled by different

individuals.

The Managing Director (MD),

Company Secretary (CS), Chief

Financial Officer (CFO) and

Head of Internal Audit and

Compliance (HIAC) shall be

filled by different individuals.





Condition

No Title

Status

Remarks Complied

Not

Complied

3. 1 (c )

The MD or CEO, CS, CFO and

HIAC of a listed company shall

not hold any executive position in

any other company at the same

time

In practice

3. 1 (d)

The Board shall clearly

define respective roles,

responsibilities and duties of the

CFO, the HIAC and the CS

The respective roles,

responsibilities and duties of the

CFO, the HIAC and the CS are

clearly define.

3. 1 (e)


HIAC shall not be removed from

their position without approval of

the Board as well as immediate

dissemination to the Commission

and stock exchange(s).

In practice

3. 2


HIAC of the company shall attend

the meetings of the Board:

Provided that the CS, CFO

and/or the HIAC shall not

attend such part of a meeting of

the Board which involves

consideration of an agenda item

relating to their personal matters.

In practice

3.3 (a)

(a) The MD or CEO and CFO

shall certify to the Board that they

have reviewed financial

statements for the year and that to

the best of their knowledge

In practice

3.3 (b)

(b) The MD or CEO and CFO

shall also certify that there are, to

the best of knowledge and belief,

no transactions entered into by the

company during the year which

are fraudulent, illegal or in

violation of the code of conduct

for the company’s Board or its

members

In practice





Condition

No Title

Status

Remarks Complied

Not

Complied

3.3 (c)

The certification of the MD or

CEO and CFO shall be disclosed

in the Annual Report. Disclosed in the Annual Report

4 (i)

There shall be an Audit

Committee as a sub-committee of

the Board. In practice

4 (ii)

There shall be a Nomination and

Remuneration Committee as a

sub-committee of the Board. In practice

5.1 (a)

The Company shall have an Audit

Committee as a sub- committee of

the Board of Directors In practice

5.1 (b)

The Audit Committee shall assist

the Board in ensuring that the

financial statements reflect true

and fair view of the state of affairs

of the company and in ensuring a

good monitoring system within

the business

The Audit Committee duly

discharged its responsibilities.

5.1 (c)

The Audit Committee shall be

responsible to the Board; the

duties of the Audit Committee

shall be clearly set forth in writing

In practice

5.2 (a)

The Audit Committee shall be

composed of at least 3 (three)

members

The Audit Committee

comprised of 3 (three) members

5.2 (b)

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

The members of the audit

committee are appointed by the

Board who are directors and

which includes 1 (one)

Independent Director.

5.2 (c)

All members of the audit

committee should be “financially

literate” and at least 1 (one)

member shall have accounting or

related financial management

background and 10 (ten) years of

such experience

Based on the academic

qualifications and professional

experiences, the board reviewed

and considered that all the

existing members of the Audit

Committee are financially

literate and they have related

financial. And 1 (one) member





Condition

No Title

Status

Remarks Complied

Not

Complied

of this committee have 10 (ten)

years of relevant experiences.

5.2 (d)

When the term of service of any

Committee member expires or

there is any circumstance causing

any Committee member to be

unable to hold office before

expiration of the term of service,

thus making the number of the

Committee members to be lower

than the prescribed number of 3

(three) persons, the Board shall

appoint the new Committee

member to fill up the vacancy

immediately or not later than1

(one) month from the date of

vacancy in the Committee to

ensure continuity of the

performance of work of the Audit

Committee

In Practice

5.2 (e ) The Company Secretary shall act

as the secretary of the Committee

In Practice

5.2 (f)

The quorum of the Audit

Committee meeting shall not

constitute without at least 1 (one)

Independent Director

In Practice

5.3 (a)

The Board of Directors shall

select 1 (one) member of the

Audit Committee to be

Chairperson of the Audit

Committee, who shall be an

Independent Director

Mr. Md. Mainul Huq has been

appointed as chairman of audit

committee who is an

independent Director.

5.3 (b)


of the Audit Committee, the

remaining members may elect one

of themselves as Chairperson for

that particular meeting, in that

case there shall be no problem of

constituting a quorum as required

under condition No. 5(4)(b) and

In Practice





Condition

No Title

Status

Remarks Complied

Not

Complied

the reason of absence of the

regular Chairperson shall be duly

recorded in the minutes.

5.3 (c)

Chairperson of the audit

committee shall remain present in

the Annual General

Meeting(AGM)

In Practice

5.4 (a)

The Audit Committee shall

conduct at least its four

meetings in a financial year In Practice

5.4 (b)

The quorum of the meeting of the

Audit Committee shall be

constituted in presence of either

two members or two- third of the

members of the Audit Committee,

whichever is higher, where

presence of an independent

director is a must

In Practice

5.5 (a) Oversee the financial reporting

process In Practice

5.5 (b) Monitor choice of accounting

policies and principles In Practice

5.5 (C )

Monitor Internal Audit and

Compliance process to ensure that

it is adequately resourced,

including approval of the Internal

Audit and Compliance Plan and

review of the Internal Audit and

Compliance Report

In Practice

5.5 (d) Oversee hiring and performance

of external auditors In Practice

5.5 (e )

hold meeting with the external

or statutory auditors for review

of the annual financial statements

before submission to the Board

for approval or adoption

In Practice

5.5 (f)

review along with the

management, the annual financial

statements before submission to

the Board for approval

In Practice





Condition

No Title

Status

Remarks Complied

Not

Complied

5.5 (g)

review along with the

management, the quarterly and

half yearly financial statements

before submission to the Board

for approval

In Practice

5.5 (h) review the adequacy of internal

audit function In Practice

5.5 (i)

review the Management’s

Discussion and Analysis before

disclosing in the Annual Report In Practice

5.5 (j)

review statement of all

related party transactions

submitted by the management In Practice

5.5 (k)

review Management Letters or

Letter of Internal Control

weakness issued by statutory

auditors

In Practice

5.5 (l)

oversee the determination of audit

fees based on scope and

magnitude, level of expertise

deployed and time required for

effective audit and evaluate the

performance of external auditors

In Practice

5.5 (m)

oversee whether the proceeds

raised through Initial Public

Offering (IPO) or Repeat Public

Offering (RPO) or Rights Share

Offer have been utilized as per the

purposes stated in relevant offer

document or prospectus approved

by the Commission

Do

5.6 (a) (i) The Audit Committee shall report

on its activities to the Board In practice

5.6 (a) (ii)

(a) report on conflicts of interests In practice

5.6 (a) (ii)

(b)

suspected or presumed fraud or

irregularity or material defect

identified in the internal audit and

compliance process or in the

financial statements

In practice





Condition

No Title

Status

Remarks Complied

Not

Complied

5.6 (a) (ii)

(c)

suspected infringement of laws,

regulatory compliances including

securities related laws, rules and

regulations

None

5.6 (a) (ii)

(d)

any other matter which the

Audit Committee deems

necessary shall be disclosed to the

Board immediately

None

5.6 (b)

If the Audit Committee has

reported to the Board about

anything which has material

impact on the financial condition

and results of operation and has

discussed with the Board and

the management that any

rectification is necessary and if

the Audit Committee finds that

such rectification has been

unreasonably ignored, the Audit

Committee shall report such

finding to the Commission, upon

reporting of such matters to the

Board for three times or

completion of a period of 6 (six)

months from the date of first

reporting to the Board, whichever

is earlier.

None

5.7

Report on activities carried out by

the Audit Committee, including

any report made to the Board

under condition No. 5(6)(a)(ii)

above during the year, shall be

signed by the Chairperson of the

Audit Committee and disclosed in

the annual report of the issuer

company.

None

6.1 (a)

The company shall have a


Committee (NRC) as a sub-

committee of the Board

In practice





Condition

No Title

Status

Remarks Complied

Not

Complied

6.1 (b)

The NRC shall assist the Board in

formulation of the nomination

criteria or policy for determining

qualifications, positive attributes,

experiences and independence of

directors and top level executive

as well as a policy for formal

process of considering

remuneration of directors, top

level executive

In practice

6.1 (c )

The Terms of Reference (ToR) of

the NRC shall be clearly set forth

in writing covering the areas

stated at the condition No. 6(5)(b)

In practice

6.2 (a)

The Committee shall comprise of

at least three members including

an independent director

The committee is comprised of

three members including an

independent director.

6.2 (b) All members of the Committee

shall be non-executive directors In practice

6.2 (c)

Members of the Committee

shall be nominated and

appointed by the Board

The NRC members are

appointed by the board

6.2 (d)

The Board shall have authority to

remove and appoint any member

of the Committee In Practice

6.2 (e )

In case of death, resignation,

disqualification, or removal of any

member of the Committee or in

any other cases of vacancies, the

board shall fill the vacancy within

180 (one hundred eighty) days of

occurring such vacancy in the

Committee

Not

Applicable

No such occurrence during case

during the year





Condition

No Title

Status

Remarks Complied

Not

Complied

6.2 (f)

The Chairperson of the

Committee may appoint or co-opt

any external expert and/or

member(s) of staff to the

Committee as advisor who shall

be non- voting member, if the

Chairperson feels that advice or

suggestion from such external

expert and/or member(s) of staff

shall be required or valuable for

the Committee

Not

Applicable


during the year

6.2 (g) The company secretary shall act

as the secretary of the Committee

In practice

6.2 (h)

The quorum of the NRC

meeting shall not constitute

without attendance of at least an

independent director

In practice

6.2 (i)

No member of the NRC shall

receive, either directly or

indirectly, any remuneration for

any advisory or consultancy role

or otherwise, other than Director’s

fees or honorarium from the

company

In practice

6.3 (a)

The Board shall select 1 (one)

member of the NRC to be

Chairperson of the Committee,

who shall be an independent

director

Mr. Mainul Huq is the

chairperson of NRC committee,

who is selected by the board.

And he is an independent

director.

6.3 (b)


of the NRC, the remaining

members may elect one of

themselves as Chairperson for

that particular meeting, the

reason of absence of the regular

Chairperson shall be duly

recorded in the minutes

Not

Applicable


during the year

6.3 (c )

The Chairperson of the NRC shall

attend the annual general meeting

(AGM) to answer the queries of

the shareholders: Provided that

Not

Applicable


during the year





Condition

No Title

Status

Remarks Complied

Not

Complied

in absence of Chairperson of

the NRC, any other member

from the NRC shall be selected

to be present in the annual general

meeting (AGM) for answering the

shareholder’s queries and reason

for absence of the Chairperson of

the NRC shall be recorded in the

minutes of the AGM.

6.4 (a) The NRC shall conduct at least

one meeting in a financial year In practice

6.4 (b)

The Chairperson of the NRC may

convene any emergency meeting

upon request by any member of

the NRC

Not

Applicable To be complied if necessary

6.4 (c)

The quorum of the meeting of the

NRC shall be constituted in

presence of either two members

or two third of the members of the

Committee, whichever is higher,

where presence of an independent

director is must as required under

condition No. 6(2)(h)

In Practice

6.4 (d)

The proceedings of each meeting

of the NRC shall duly be recorded

in the minutes and such minutes

shall be confirmed in the next

meeting of the NRC

In Practice

6.5 (a)

NRC shall be independent and

responsible or accountable to the

Board and to the shareholders

In Practice

6.5 (b) (i)

(a)

the level and composition of

remuneration is reasonable and

sufficient to attract, retain and

motivate suitable directors to run

the company successfully

In Practice

6.5 (b) (i)

(b)

the relationship of remuneration

to performance is clear and meets

appropriate performance

benchmarks

In Practice





Condition

No Title

Status

Remarks Complied

Not

Complied

6.5 (b) (i)

(c)

remuneration to directors, top

level executive involves a balance

between fixed and incentive pay

reflecting short and long-term

performance objectives

appropriate to the working of the

company and its goals

In Practice

6.5 (b) (ii)

devising a policy on Board’s

diversity taking into consideration

age, gender, experience, ethnicity,

educational background and

nationality

In Practice

6.5 (b) (iii)

identifying persons who are

qualified to become directors and

who may be appointed in top level

executive position in accordance

with the criteria laid down, and

recommend their appointment and

removal to the Board

In Practice

6.5 (b) (iv)

formulating the criteria for

evaluation of performance of

independent directors and the

Board

In Practice

6.5 (b) (v)

identifying the company’s

needs for employees at

different levels and determine

their selection, transfer or

replacement and promotion

criteria

In Practice

6.5 (b) (vi)

developing, recommending and

reviewing annually the company’s

human resources and training

policies

In Practice

6.5 (c)

The company shall disclose the

nomination and remuneration

policy and the evaluation criteria

and activities of NRC during the

year at a glance in its annual

report.

In Practice

7.1 Statutory auditors not be engaged

in the following services: As declared by the auditor





Condition

No Title

Status

Remarks Complied

Not

Complied

7.1 (i) appraisal or valuation services or

fairness opinions In practice

7.1 (ii) financial information systems

design and implementation In practice

7.1 (iii)

book-keeping or other services

related to the accounting records

or financial statements In practice

7.1 (iv) broker-dealer services In practice

7.1 (v) actuarial services In practice

7.1 (vi) internal audit services or special

audit services In practice

7.1 (vii) any service that the Audit

Committee determines In practice

7.1 (viii)

audit or certification services on

compliance of corporate

governance as required under

condition No. 9(1)

In practice

7.1 (ix) any other service that creates

conflict of interest In practice

7.2

No partner or employees of the

external audit firms shall possess

any share of the company they

audit at least during the tenure of

their audit assignment of that

company; his or her family

members also shall not hold any

shares in the said company:

Provided that spouse, son,

daughter, father, mother, brother,

sister, son-in-law and daughter-in-

law shall be considered as family

members.

In practice

7.3

Representative of external or

statutory auditors shall remain

present in the Shareholders’

Meeting (Annual General

Meeting or Extraordinary

General Meeting) to answer the

queries of the shareholders

In Practice





Condition

No Title

Status

Remarks Complied

Not

Complied

8.1

The company shall have an

official website linked with the

website of the stock exchange

Website is there which is linked

with those of the stock

exchanges

8.2

The company shall keep the

website functional from the date

of listing In Practice

8.3

The company shall make

available the detailed disclosures

on its website as required under

the listing regulations of the

concerned stock exchange(s)

In Practice

9.1

The company shall obtain a

certificate from a practicing

Professional Accountant or

Secretary (Chartered Accountant

or Cost and Management

Accountant or Chartered

Secretary) other than its

statutory auditors or audit firm

on yearly basis regarding

compliance of conditions of

Corporate Governance Code of

the Commission and shall such

certificate shall be disclosed in the

Annual Report.

The company obtained the

certificate from Dewan Nazrul

Islam & Co. regarding

compliance of conditions

of Corporate Governance of the

Commission and such

certificate is disclosed in the

Annual Report

9.2

The professional who will provide

the certificate on compliance of

this Corporate Governance

Code shall be appointed by the

shareholders in the annual general

meeting

The compliance auditor, Dewan

Nazrul Islam & Co. is duly

appointed by the shareholders at

AGM

9.3

The directors of the company

shall state, in accordance with the

Annexure-C attached, in the

directors’ report whether the

company has complied with these

conditions or not

Do


Annexure- I

PATTERN OF SHAREHOLDINGS AS AT JUNE 30,2021

Categories

Parents/Subsidiary/Associated

Companies & Others

Directors, CEO, Company Secretary, CFO

Head of Internal Audit & Others

Name

Shares

NIL

Ex. Managing Director & CEO

Director & Spouse

Director & Children

Children

Director & Children

:

:

:

:

:

Mr. Qazi Saleemul Huq

Mrs. Salma Huq

Mr. Qazi M. Salman Sarwar

Mrs. Sana Huq

Ms. Sara Huq

2,344,338

885,893

310,697

144,224

197,885

Managing Director (C.C)

Company Secretary

Spouse

Children

Chief Financial Officer

:

:

:

:

:

Abu Hasan Khan

Mr. Uzzal Kumar Saha,Qcs

Mr. Md. Shajahan Siraj

Nil

Nil

Nil

Executives

:

:

:

Mr. Md. Showkat Mostafa

Mr. Qazi Shamsuzzaman

Mr. Md.Mohsin

Nil

Nil

Nil

Shareholders holdings 10%

or more Shares

:


2,344,338


Annexure- A

Date: November 27, 2021 [As per condition No. 1 (5) (xxvi)]

The Board of Directors

GQ Ball Pen Industries Ltd

331/2 Tajuddin Ahmed Swarani

Bara Moghbazar, Dhaka-1217

Subject: Declaration on Financial Statements for the year ended on 30-06-2021.

Dear Sirs,

Pursuant to the condition No. 1(5) (xxvi) impressed vide the Commission’s Notification No. BSEC/CMRRCD/2006

158/207/Admin/80 Dated 03 June 2018 under section 2CC of the Securities and Exchange Ordinance, 1969, we do hereby

declare that:

1) The Financial Statements of GQ Ball Pen Industries Ltd for the year ended on 30.06.2021 have been prepared in

compliance with International Accounting Standards (IAS) or International Financial Reporting standards (IFRS),

as applicable in the Bangladesh and any departure there from has been adequately disclosed;

2) The estimates and judgments related to the financial statements were made on a prudent and reasonable basis, in

order for the financial statements to reveal a true and fair view;

3) The form and substance of transactions and the Company’s state of affairs have been reasonably and fairly

presented in its financial statements;

4) To ensure the above, the Company has taken proper and adequate care in installing a system of internal control

and maintenance of accounting records;

5) Our internal auditors have conducted periodic audits to provide reasonable assurance that the established policies

and procedures of the Company were consistently followed; and

6) The management’s use of the going concern basis of accounting in preparing the financial statements is

appropriate and there exist no material uncertainly related to events or conditions that may cast significant doubt

on the company ability to continue as a going concern.

In this regard, we also certify that:-

(i) We have reviewed the financial statements for the year ended on 30 June 2021 and that to the best of our

knowledge and belief:

a) these statements do not contain any materially untrue statement, or omit any material fact or contain

statements that might be misleading;

b) these statements collectively present true and fair view of the Company’s affairs and are in compliance with

existing accounting standards and applicable laws.

(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 in violation of the code of conduct for the company’s Board of Directors or

its members.

Sincerely yours,

Abu Hasan Khan Md. Shahjahan Siraj

Managing Director (C.C) Chief Financial Officer


AUDIT COMMITTEE REPORT For the year 2020-2021

GQ Ball Pen Industries Limited having an Audit Committee as a sub-committee of the Board

of Directors in order to assist the Board of Directors in ensuring and fulfilling its oversight

responsibilities.

The Audit Committee consists of the following persons:

Mr. Mainul Huq, MBA (IBA), Independent Director - Chairman

Mr. Qazi M. Salman Sarwar, Director - Member

Ms. Sara Huq , Director - Member

Mr. Uzzal Kumar Saha, Company Secretary of GQ Ball Pen Industries Ltd. acts as the

Secretary to the Committee.

The scope of Audit Committee was defined as under:

(a) Review and recommend to the Board to approve the quarterly and annual financial

statements prepared for statutory purpose;

(b) Monitor and oversee choice of accounting policies and principles, risk management

process, internal control, auditing matter, hiring and performance of external auditors;

(c) Review statement of significant related party transactions submitted by the

management.

(d) Carry on a supervision role to safeguard the system of governance and independence

of statutory auditors and

(e) Review and consider the report of internal auditors and statutory auditors’

observations on internal control.

Major activities carried out during the year of 2020-2021:

Reviewed the integrity of the quarterly and annual financial statement and recommended to

the Board for consideration.

Overseen, reviewed and approved the procedure and task of the internal audit, financial

report preparation and the external audit reports.

Considered and made recommendation to the Board on the appointment and remuneration of

statutory auditors.

The Committee found adequate arrangement to present a true and fair view of the activities

and the financial status of the company and didn’t find any material deviation, discrepancies

or any adverse finding/observation in the areas of reporting.

Mainul Huq

Chairman, Audit Committee

27th

November, 2021


Nomination and Remuneration Committee (NRC)

Formation and Composition of the Committee

The NRC of GQBPIL Companies has three (03) members who are exclusively Non-executive

Directors, including one Independent Director. The Committee consists of:

Membership Representation in the Board Position in the Committee

Mr. Mainul Huq Independent Director Chairman

Mr. Qazi M. Salman Sarwar Member Director Member

Ms. Sara Huq Member Director Member

Mr. Uzzal Kumar Saha Company Secretary Secretary

Terms of Reference (ToR) of the Committee

The Board of the Directors sets out the ToR of the Committee in line with the corporate

governance code issued by Bangladesh Securities and Exchange Commission. The ToR of the

Committee includes the following:

Formulate policy on qualifications criteria, positive attributes and independence of

Directors and top-level executives.

Oversee the Company’s remuneration policy for the Directors and top-level executives and

make appropriate recommendation to the Board.

Assist the Board to select persons qualified to be a Director or hold a top-level executive

position fulfilling the pre-set nomination criteria and recommend for their appointment.

Devise a policy on Board’s diversity taking into consideration of age, gender, experience,

ethnicity, educational background, etc.

Review the code of conduct of the Board on a periodic basis and recommend any

amendments for Board’s consideration.

Assist the Board to devise the criteria for evaluation of performance of Independent

Directors and other Board members.

Develop, recommend and review annually the Company’s human resources and training

policies.


Meeting and Attendance

The Committee had one meeting during the year. All the three members attended the meeting.

The proceedings of the meeting were appropriately recorded. No member of the Committee

received any remuneration other than the meeting attendance fee.

Nomination and Remuneration Policy

The Company has a policy on nomination and appointment of Directors in the Board. The policy

it sets out the detail qualification and other eligibility norms for the members and the process

of their nomination.

All the members are non-executive. The Company pays no remuneration to them other than

the fees for attending the Board and other committee meeting.

Activities carried out during the period

The Committee carried out the following activities in line with its Terms of Reference during the

reporting period:

a. Evaluated the code of conduct for the Chairman and other Board members and made

appropriate recommendation.

b. Reviewed the Company’s existing policy on remuneration to Directors and top

executives.

c. Studied Company’s human resource and training policies.

d. Conducted an assessment of the qualification and other details of the Independent

Director and made appropriate recommendation to the Board.

.


Hasan Court(10th Floor),

23/1, Motijheel C/A

Dhaka-1000, Bangladesh

+88 02 7194022, +88 02 7194191

Cell: +88 01611628091,

E-mail:[email protected]

www.dnicocadhaka.com

Dewan Nazrul Islam & Co.

Chartered Accountants

Annexure-B

[Certification as per condition No. 1 (5) (xxvii)]

Report to the Shareholders of GQ Ball Pen Industries Limited

on compliance with the Corporate Governance Code. (As required under the BSEC Codes of Corporate Governance)

We have examined the compliance status to the Corporate Governance Code by GQ Ball Pen

Industries Limited for the year ended on 30th

June 2021. This code relate i s to the gazette

notification no: BSEC/CMRRCD/2006-158/207/Admin/80 dated the 3rd

June 2018 of Bangladesh

Securities and Exchange Commission(BSEC.)

Such compliance with the Corporate Governance Code 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 Code. This is a

scrutiny and verification and an independent audit on compliance of the conditions of Corporate

Governance Code as well as provisions of the relevant Bangladesh Secretarial Standards (BSS) as

adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards

are not inconsistent with any condition of the Corporate Governance Code.

We state that we have obtained all the information and representations, which we have required,

and after due scrutiny and verification thereof, we report that in our opinion and subject to the

remarks and observations as reported in the connected Compliance Statement:

a) The Company has complied with the conditions of Corporate Governance as stipulated in the

above mentioned Corporate Governance Code issued by the Commission.

b) The Company has complied with the provisions of the relevant Bangladesh Secretarial

Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB)

as required by this Code.

c) Proper books and records have been kept by the Company as required under the Companies

Act 1994, the securities laws and other relevant laws, and

d) The standard of governance in the Company is satisfactory.

This report, however, is no endorsement about quality of contents in the Annual Report of the Company

for the year 2021.

For Dewan Nazrul Islam & Co.

Chartered Accountants

Mohammad Rostam Hossain FCA Place: Dhaka Enrolment No- 1340 Date: 5

th December 2021 Managing Partner

Zoha Zaman Kabir Rashid & Co. Chartered Accountants


INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF GQ BALL PEN INDUSTRIES LIMITED

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Qualified Opinion We have audited the financial statements of GQ Ball Pen Industries Limited, which comprise the statement of financial position as at June 30, 2021, 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 notes to the financial statements, including a summary of significant accounting policies. In our opinion, except for the effects of the matter described in the basis for qualified opinion section of our report, the accompanying financial statements present fairly, in all material respects, the financial position of the company as at June 30, 2021, and its financial performance and its cash flows for the year ended in accordance with International Financial Reporting Standards (IFRSs) Basis for Qualified Opinion

a) We draw attention to note 24.02. Dividend amounting to Tk. 3,716,118 was payable for the year 2009-2010 was eventually paid in 2011. However, this was not recorded in the financial statements of 2010-2011. This amount is included in the previous year by restating other liabilities in contrast to applied retrospectively.

b) The company has reported Tk.47,656,658 as loss on sales of dead stock in note 36.02 which is

presented under the head of other income/(loss) to the statement of profit or loss and other comprehensive income. These inventories were included under current asset in the previous year which is presented in note 7.01. The dead stocks were reported at cost divergent to lower of cost and net realizable value.

We conducted our audit in accordance with International Standards on Audit (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the company in accordance with International Ethics Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statement in Bangladesh, and we have fulfilled our ethical responsibilities in accordance with these ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion. Emphasis of matter

The investment in share and share money deposits to other entities which is presenting under

investment head in statement of financial position amounting to TK. 95,552,380 (note-6.00) is

being carried forward for a number of years. There has been no return on investments from these

entities.

Retained earnings (note 18.00) which was Tk. 262,683,246 in 2020 has been restated to Tk.

270,203,416 and other liabilities (note-24.00) which was Tk. 19,348,868 in 2020 has been restated



to Tk. 15,632,750 due to prior year adjustment of Tk. 3,716,118 regarding dividend payable (note-

24.02).

For the calculation of Deferred tax, the carrying value of Property, Plant and Equipment on tax

basis for the year ended 2020 has been restated because of change in tax rate by government

authority on the assessment and thus it has impacted current year’s tax computation. Deferred

tax Liabilities (note -19.00) which was presented as Tk. 222,246,335 in 2020 has been restated to

Tk. 218,442,283 and provision for deferred tax (note 37.01) which was Tk. 3,294,628 in 2020 has

been restated to Tk. (509,424) in the financial statements.

Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements of the current period. These matters were addressed in the context of the audit of the financial statements as a whole, and in forming the auditor’s opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.

Risk Our response to the risk

Revenue recognition

The Company has reported revenue of Tk. 46,035,002 in the financial statements (30th June, 2020: Tk. 73,270,670). Under IFRS-15, Revenue is recognized once control of goods or services transfers to the customer and performance obligation is satisfied. This may occur at a single point in time, or over a period of time. Contract should be identifiable and approve by all parties. Rights and payment terms of Performance obligations such as goods or services are identifiable and the contract must have commercial substance. Transaction price should be determined and there is probability of revenue collection. We identified revenue recognition as a key audit matter because revenue is one of the performance indicators of the Company and therefore there is an inherent risk of manipulation at the time of revenue recognition by management to meet specific targets or expectations.

We read and assessed compliance of company’s revenue recognition policy: Revenue from Contracts with Customers’. Our audit procedures included the following:

We have evaluated and validated the key controls related to the Company’s sales process from end to end, from contracts approval and sign-off, recording of sales through to cash receipts and customers’ outstanding balances.

We assessed the design and implementation of these controls. We tested a sample of individual sales transactions and traced to dispatch notes and subsequent cash receipt or other supporting documents;

We performed analytical reviews to identify any unusual material revenue transactions.

We identified and considered the impact of any credit notes or inventory returns occurring after year-end, including evaluating the impact of any material overdue debts from customers;

Assessed the invoicing and measurement systems up to entries in the general ledger;



Examined customer invoices and receipts of payment on test basis;

Assessed the design of the processes set up to account for the transactions in accordance with the company policy;

Assessed manual as well as application controls supporting revenue recognition;

Assessed whether any adjustments are required.

Tested the internal controls over financial reporting, we also assessed the existence and accuracy of the sales recorded;

Furthermore, we have tested the sales transactions recognized shortly before and after the balance sheet date and to examine whether sales transactions were recorded in the correct reporting periods.

Refer to note 26.00 to the financial statements

Property Plant and Equipment

The Company has reported PPE carrying value of Tk. 998,495,731 in the financial statements (30th June, 2020: Tk. 993,205,106), which represent a significant balance recorded in the statement of financial position. The value of property, plant, and equipment was identified as a key audit matter due to the significance of this balance to the financial statements and management’s judgments. In considering the value of property, plant and equipment, we primarily focused on inherent risks associated with property, plant and equipment and potential misstatements in property, plant, and equipment on account of frauds and errors.

Our audit procedures included, among others, considering the risk of Property, Plant and Equipment, in addition to we also performed the following substantive audit procedures:

Obtaining an understanding of the internal control over property, plant, and equipment.

Substantiate the existence of property, plant, and equipment.

Assessed compliance with relevant accounting standards.

We critically assessed and verified the Company’s policy of asset addition.

We also recalculated the depreciation to assess the sensitivity of the key assumptions including depreciation rate.

We assessed the appropriateness of the related disclosures of the financial statements.


Measurement of Deferred Tax Liabilities

The company reported net deferred tax liabilities Tk. 208,365,536 with the charge of deferred tax provision TK. (466,070) as at 30 June 2021. Significant judgement is required in relation to deferred tax liabilities as it’s recoverability is depend on forecasts of future profitability over a number of years.

We obtained an understanding, evaluated the design and tested the operational effectiveness of the company’s key controls over the recognition and measurement of deferred tax income and the assumptions used in estimating the company’s future taxable income.

We also assessed the completeness and accuracy of the data used for the estimations of



future taxable income.

We also assessed the appropriateness of presentation of disclosures against IAS-12: Income Tax.


Other Current Assets

Other Current Assets Tk. 52,855,527 comprises advance for purchase and service, salaries, expenses, Tax, Vat, Security Deposit and Accrued interest.

We assessed the completeness and accuracy of the data used for Other Current Assets.

We understand and calculate the advance tax in line with Bill of entry and assure of accuracy and completeness.


Other information Management is responsible for the other information. The other information comprises the information included in the annual report, separate financial statements and our auditor’s report thereon. The annual report is expected to be made available to us after the date of this auditor’s report. Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed on the other information obtained prior to the date of the auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of Management and Those Charged with Governance for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRSs, the Companies Act 1994, the Securities and Exchange Rules 1987 and other applicable laws and regulations 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. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting process. 9 Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that



includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit 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 Company’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.

If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the

disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the

planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with

relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those

matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report



unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements In accordance with the Companies Act 1994 and the Securities and Exchange Rules 1987, we also report the following:

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;

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 these books;

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 and returns; and

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

Dhaka, Tarek Rashid November 17, 2021 Partner, Enrolment No.1363 Zoha Zaman Kabir Rashid & Co. Chartered Accountants DVC:



GQ BALL PEN INDUSTRIES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2021 1.00 Legal status and nature of the company-Disclosure under IAS 1 "Presentation of Financial Statements".

1.01 Company Profile

The Company was incorporated on 18 July 1981 as a Public Company limited by shares. The Company is engaged in manufacturing and marketing of Ball Point Pen and Plastic products. The Ball Pen Factory is in BSCIC Industrial Estate, Jashore. The company has utilized 65% of yearly production capacity against production capacity of ball pens calculated at 65% efficiency based on one shift of 8 hours in 300 days in a year. Capacity shortfall is due to decreased market demand due to the Covid-19 pandemic.

The unit of Plastic Division has produced 2,69,17,990 pcs disposable plastic Spoon/glass and comb, crushing of tamarind/wood powder 70 kgs during 01 July 2020 to 30 June 2021. Production and sales has not been started in full phase, since the factory was rebuilt after being completely burnt down due to a fire incident, due to the Covid-19 pandemic. The financial statements showing combined financial results of all the above production facilities have been presented.

1.02 Address of Registered Office and Principal Place of Business

The Principal place of business is at the registered office at 331/2, Tajuddin Ahmed Swarani, Bara Moghbazar, Dhaka-1217, Bangladesh and the factories are located at BSCIC Industrial Estate, Jhumjhumpur, Jessore and at Khagan, Ashulia, Savar,Dhaka.

1.03 Principal Activities and Nature of Operations

The Company owns and operates two Industrial Units for manufacturing and marketing of various types of Ball Point Pens and Plastic goods.

1.04 Number of employees On the payroll of the company, there are 107 nos. officers along with marketing & distribution personnel

and 54 nos. staff & workers/technicians apart from many casual/contract basis technicians/workers.

2.00 Basis of Preparation of Financial Statements The accounting principles and policies in respect of material items of Financial Statements set out below have been applied consistently to all periods presented in these financial statements.

2.01 Basis of Accounting The Financial Statements have been prepared on a going concern basis in accordance with International Accounting Standards (IASs), International Financial Reporting Standards (IFRS) and compliance with the Companies Act, 1994, the Securities & Exchange Rules, 1987, and the other applicable laws in Bangladesh. The titles and format of these financial statements follow the requirements of IFRS which are to some extent different from the requirements of the Companies Act, 1994 and the Securities and Exchanges Rules, 1987. However, such differences are not material and in the view of management IFRSs titles and format give better presentation to the shareholders.

2.02 Measurement Bases used in preparing the Financial Statements. The Financial Statements have been on Historical Cost Basis except land, building and plant & machinery revalued in 2015, investment in shares of listed companies being valued at fair market value at the end date of the reporting period.

2.03 Compliance with IASs and IFRSs: The following IAS and IFRS has been applied in preparation of the financial statements for the period under

review: IAS – 01: Presentation of financial statements



IAS – 02: Inventories IAS – 07: Statement of Cash Flows IAS – 08: Accounting Policies, Changes in Accounting Estimates and Errors IAS – 10: Events After the Reporting Period IAS – 12: Income Taxes IAS – 16: Property, Plant and Equipment IAS – 19: Employee Benefits IAS – 21: The effects of Changes in Foreign Exchange Rates IAS – 23: Borrowing Costs IAS – 24: Related Party Disclosure IAS – 33: Earnings Per Share IAS – 36: Impairment of Assets IAS – 37: Provisions, Contingent Liabilities and Contingent Assets IFRS – 7: Financial Instruments: Disclosures IFRS – 8: Operating Segments IFRS – 9: Financial Instruments IFRS- 15: Revenue from Contracts with Customers IFRS- 16: Leases

The other related International Financial Reporting Standards (IFRSs) are also complied with in preparation of these financial statements.

2.04 Use of Estimates and Judgments

The preparation of Financial Statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.

2.05 Going Concern

The effect of the corona virus is still continuing. All educational institutions were closed throughout the year of the reporting period and also, we disposed off all of the dead stock inventories during the year that was accumulated since the inception of the company, which caused a loss for Tk. 47,656,658. Moreover, due to the Covid-19 pandemic, the Company has made a significant amount of operating loss during the year and made the net operating cash flow negative this year. But after the reporting period, educational institutions have been reopening gradually, which is a good sign to increase our business in the coming years. Besides, the company has scope of other income from its Investments in the Share Market and FDR with the Bank as well as an under construction 14 storied commercial building, 50% of which is owned by the company. Revenue from the rent will be sufficient to provide adequate returns to the shareholders and the company’s current assets exceeded its total current liability by BDT 329,088,610. As such, the company has adequate resources to continue its operation for the foreseeable future as it resumes its operation with increasing market demand.

2.06 Reporting Period The financial year of the Company covers Twelve (12) months from 01 July to 30 June and the Company follows its reporting period consistently.

2.07 Components of the Financial Statements

According to the International Accounting Standard (IAS)-1 “Presentation of Financial Statements” the complete set of Financial Statements includes the following components-

1. Statement of Financial Position as at 30 June 2021. 2. Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2021. 3. Statement of Changes in Equity for the year ended 30 June 2021. 4. Statement of Cash Flows for the year ended 30 June 2021. 5. Notes to the Financial Statements for the year ended 30 June 2021.



2.08 Comparative Information and its Rearrangement Comparative information for statement of financial position and for the Statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows have been disclosed in respect of the year ended 30 June 2020 for all numerical information in the financial statements and also the narrative and descriptive information where it is relevant for understanding of the current period's financial statements in accordance with IAS-1: Presentation of Financial Statements.

2.09 Current versus non-current classification The company presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset is current when

a) it expects to realize the asset, or intends to sell or consume it, in its normal operating cycle; b) it holds the asset primarily for the purpose of trading; c) it expects to realize the asset within twelve months after the reporting period; or d) The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used

to settle a liability for at least twelve months after the reporting period. A liability is current when

a) it expects to settle the liability in its normal operating cycle; b) it holds the liability primarily for the purpose of trading; c) the liability is due to be settled within twelve months after the reporting period; or d) it does not have an unconditional right to defer settlement of the liability for at least twelve

months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

All other assets and liabilities are classified as non-current.

2.10 Consistency of significant accounting policies Unless otherwise stated, the accounting policies and methods of computation as stated below have been used in the preparation of Financial Statements for the year from 01 July 2020 to 30 June 2021 and are consistent with those policies and methods adopted in preparing the Financial Statements for the year from 01 July 2019 to 30 June 2020.

2.11 Property, Plant and Equipment Recognition and Measurement: Property, Plant and Equipment (including assets acquired under finance lease) are capitalized at cost of acquisition and subsequently stated at cost /revalued amount less depreciation in compliance with the requirements of IAS-16 "Property, Plant and Equipment". The cost of acquisition of an asset comprises its purchase price and any directly attributable cost of bringing the assets to its working condition for its intended use inclusive of inward freight, duties non-refundable taxes and un-allocated expenditures etc. Subsequent Expenditure: The Company recognizes in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred, it is probable that the future economic benefits embodied with the item will flow to the company and the cost of the item can be measured reliably. Expenditure incurred after the assets have been put into operation, such as repairs and maintenance, is normally charged off as revenue expenditure in the year in which it is incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefit expected to be obtained from the use of the fixed assets, the expenditure is capitalized as an additional cost of the assets. All other costs are recognized to the profit and loss account as expenses if incurred. All up-gradation/enhancement are generally charged off as revenue expenditure unless they bring similar significant additional benefits. Disposal of Property, Plant and Equipment: On disposal of Property, Plant and Equipment, the cost and accumulated depreciation are eliminated and gain or loss on such disposal is reflected in the statement of profit or loss and other comprehensive income statement, which is determined with reference to the net book value of the assets and net sale proceeds.



Depreciation of Property, Plant and Equipment: Depreciation is provided to amortize the cost or valuation of the assets after commissioning, over the year of their expected useful lives, in accordance with the provisions of IAS-16 "Property, Plant and Equipment". Depreciation is provided on all fixed assets except Free hold Land & Lease Hold Land and Capital Work in Progress from the date when the related assets are available for use over the years appropriate to the estimated useful lives of the different types of assets at the following rates on diminishing balance basis:

Factory Building and Other Construction ….................................. 2.50% Plant and Machinery …............................................................... 2.50% Office Equipment …................................................................... 5.00% Furniture and Fixtures …............................................................ 5.00% Transport and Vehicles …........................................................... 10.00% Other Assets….......................................................................... 5.00%

2.12 Revaluation of Fixed Assets.

To reflect the fair market value the company made a Revaluation of its Freehold & Lease Hold land on 30 November 2015. So as to incorporate such fair value in its Financial Statements for the period ended 30 June 2016 in conformity with paragraph 31 & 34 of IAS 16: Property, Plant & Equipment and to reflect fair value of the property in terms of the prevailing market price of the properties under current Cost Method of which follows:

Revaluation of the Land of the Company is valued by M/s. Dewan Nazrul Islam & Co. Chartered Accountants on 30 November 2015 at Tk. 673,312,100 from the carrying cost of Tk.48, 776,482 The first revaluation of the land of the company was valued by M/s. Shaheedullah & Co. Chartered Accountants on 31 March 2012 at Tk. 1, 095,890,000 from the historical cost of Tk. 43,962,675.

Plant & Machinery and Building & Other Construction were revalued on 31 March 2012 by M/s. Shaheedullah & Co. Chartered Accountants. The summary of revaluation are given below:

Particulars of

the Assets Name of the

Valuer Qualification of the

valuer

Date of Revaluation

The carrying cost of Assets

as on 29.11.2015

Value of Assets after

revaluation as on 30.11.2015

Revaluation Surplus

Land

Dewan Nazrul Islam & Co.

Chartered Accountants and listed by BSEC

30.11.2015 48,776,482 673,312,100 624,535,618

Building and other construction

Muhammad Shaheedullah & Co.


31.03.2012 2,99,46,841 13,64,82,514 10,65,35,673

Plant and Machinery

Muhammad Shaheedullah & Co.


31.03.2012 31,21,79,959 39,55,33,686 8,33,53,727

Total Taka 390,903,282 1,205,328,300 814,425,018

2.13 Implementation, Relevant Assumptions and Disclosures of IFRS 16

IFRS-16: "Leases" has come into force on 01 January 2019 as adopted by the Institute of Chartered Accountants of Bangladesh (ICAB). The Company has applied IFRS-16 as it has entered into contracts for Motor Vehicles & Office premises during the year that conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Right-of-Use Assets A Company recognizes the right of use of assets at the inception date which is measured as cost, less any accumulated depreciation. Right of use assets is depreciated on a straight-line basis over the lease term. The right of use of assets is presented under Non-current Asset in Statement of Financial Position.



Lease Liability At the commence date of the lease, the company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term using the incremental borrowing rate. Lease liabilities are measured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payment.

2.14 Inventories

Inventories comprise of raw material, Packing Materials, work in process, finished goods, oil & lubricant and spares. Inventories are valued at the lower of cost and net realizable value as per IAS-2 “Inventories” Initial costs of inventories consist of purchase price cost of conversion import duties and other non-refundable taxes and other costs incurred in bringing the inventories to their present location and condition Subsequent cost of inventory is assigned by using FIFO (First In First Out) cost formula. Net realizable value is based on estimated selling price less any further costs expected to be incurred for completion and disposal.

2.15 Trade Receivable

Trade and other receivables are recognized when the products are delivered to a customer as this is the point in time that the consideration becomes unconditional because only a passage of time is required before the payment is due. Trade and other receivables are recognized initially at fair value. Subsequent to initial recognition they are measured at amortized cost using the effective interest method, less any impairment losses.

2.16 Investment (Share & Securities) i. Investment in Share & Securities is valued at fair value as per IFRS-9 “Financial Instruments”. ii. Investments in private limited companies are valued at cost.

2.17 Cash and Cash Equivalents

According to IAS 7 “Statement of Cash Flows” cash comprises cash in hand and demand deposit and cash equivalents are short term, highly liquid investments that are readily convertible to know amount of cash and which are subject to an insignificant risk of changes in value. IAS 1 “Presentation of Financial Statements” also provides that cash and cash equivalents are those which have no restriction in use considering the provision of IAS 7 and IAS 1. Cash in hand and bank balance have been considered as cash and cash equivalents.

2.18 Trade Payables and Other Current Liabilities Liabilities are recognized for amounts to be paid in the future for goods and services received, whether or not billed by the supplier.

2.19 Revenue Recognition Policy As per IFRS-15: “Revenue from Contracts form Customers” an entity shall account for a contract with a

customer only when all of the following criteria are met: (a) The parties to the contract have approved the contract (in writing, orally or in accordance with other customary business practices) and are committed to perform their respective obligations; (b) The entity can identify each party‘s rights regarding the goods or services to be transferred; (c) The entity can identify the payment terms for the goods or services to be transferred; (d) The contract has commercial substance (i.e. the risk, timing or amount of the entity `s future cash flows is expected to change as a result of the contract); and (e) It is probable that the entity will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. (g) A provision is made for the sales return on the basis of previous trend of sales return and measured as an asset against the provision “Right to recover return products” as per IFRS-15.

Revenue from sales is excluding VAT.



2.20 Finance Income and Finance Costs The Company's finance income and finance cost includes inter alia the following:

a. Finance income Finance income comprises of interest income on Fixed Deposits Receipt (FDR) and other Savings or Short-Term Bank Deposit (STD) or instruments. It is recognized as other income as and when accrued. It is recognized in the statement of profit or loss and other comprehensive income on accrual basis on a time proportionately following specific rate of interest in agreement with banks.

b. Finance costs Finance costs are charged to Statement of Profit or Loss and Other Comprehensive Income on accrual basis.

2.21 Foreign currency transactions Foreign currency transactions are recorded, on initial recognition in the functional currency at the spot exchange rate ruling at the transaction date. At the end of each reporting period in compliance with the provision of IAS-21 “The Effects of Changes in Foreign Exchange Rates”: (a) Foreign currency monetary items are translated using the closing rate. (b) Non-monetary items that are measured in terms of historical costs in a foreign currency are translated

using the exchange rate at the date of the transaction. (c) Non-monetary items that are measured at fair value in a foreign currency are translated using the

exchange rate at the date when the fair value is determined. Exchange differences arising on the settlement of monetary items or on translating monetary items at a rate different from those at which they were translated on initial recognition during the year or in previous financial statements is recognized in profit or loss in the period in which they arise.

2.22 Statement of Cash Flows Statement of Cash Flows is prepared principally in accordance with IAS-7 “Statement of Cash Flows” and the cash flow from the operating activities have been presented under direct method as prescribed by the Bangladesh Securities and Exchanges Rules, 1987 and considering the provision of paragraph 19 of IAS 7 which provides that “enterprises are encouraged to report cash flow from operating activities using the direct method”.

2.23 Financial Instrument A financial instrument in any contract that gives rise to financial assets and a financial liability or equity

instrument of another entity: Financial assets: Financial assets of the company include cash and cash equivalents, Trade and other receivables and equity

instrument of another entity. The company initially recognized receivable on the date they originated. All other financial assets are recognized initially on the date at which the company becomes a party to the contractual provision of the transaction. The company derecognizes a financial asset when, and only when the contractual rights or probabilities of receiving the cash flow on the financial assets in a transaction in which substantially all the risk and rewards of ownership of the financial assets are transferred.

Financial liability: Financial liabilities are recognized initially on the transaction date at which the company becomes a party to

the contractual provisions of the liability. The company derecognizes the financial liabilities when its contractual obligations are discharged or cancelled or expired or no longer exist. Financial liabilities include payable for expense, liability for capital expenditure and other current liabilities.

Available-for-sale financial assets Available –for-sale financial assets are non-derivative financial assets that are designated as available for sales or are not classified in any of the above categories of financial assets. Available-for-sale financial assets are recognized initially at fair value plus any directly attributable transaction costs.



Subsequent to initial recognition, that is measured at fair value and changes therein, other than impairment losses and foreign currency differences on available-for-sale debt instruments. Are recognized in other comprehensive income and presented by the fair value reserve in equity. When an investment is derecognized, the gain of loss accumulated in equity is reclassified to profit of loss. Available-for-sale financial assets comprise equity securities and debt securities.

2.24 Assets of the Company As all assets of the Company shown in the Financial Statement that are in with the scope of IAS-36 are in physical existence and valued not more than their recoverable amount following International Accounting Standards adopted in Bangladesh, disclosures with regard to “Impairment of Assets” as per IAS-36 have not been considered necessary.

2.25 Provision In accordance with the guidelines as prescribed by IAS-37: Provisions, Contingent Liabilities and Contingent

Assets, provisions are recognized in the following situations:

a) when the company has an obligation (legal or constructive) as a result of past events; b) when it is probable that an outflow of resources embodying economic benefits will be required to

settle the obligation; and c) Reliable estimates can be made of the amount of the obligation.

2.26 Accruals & Deferrals: Deferrals and accruals have been made as per the guidance in IAS-I “Presentation of Financial Statements”. In order to meet their objectives, Financial Statements, except for the Statement of Cash Flows and related information, are prepared on an accrual basis of accounting. Under the basis the effects of transactions and other events are recognized when they occur (and not when cash or its equivalent is received or paid) and they are recorded in the accounting records and reported in the Financial Statements of the year to which they relate.

2.27 Earnings per Share (EPS) The company calculates Earnings per Share (EPS) in accordance with IAS 33 “Earnings per Share” which has been shown on the face of Profit or Loss and Other Comprehensive Income and the computation of EPS is stated in “Note-38.00”.

i. Basic Earnings This represents earnings for the year attributable to ordinary shareholders. As there was no preference dividend, minority interest to extraordinary items, the net profit for the year has been considered as fully attributable to the ordinary shareholders.

ii. Basic Earnings per Share This has been calculated by dividing the basic earnings by the number of ordinary shares outstanding during the year.

iii. Diluted Earnings per Share No diluted EPS is required to be calculated for the year, as there was no scope for dilution during the year under review.

2.28 Net Asset Value per share (NAVPS): Net Asset Value per share (NAVPS) has been calculated by dividing net asset value reported in the statement of financial position by the number of ordinary shares in issue.

2.29 Employee Benefit Obligations (IAS-19) i. The company operates an unfunded gratuity scheme and provision in respect of which is made annually covering all its permanent eligible employees. This scheme is qualified as a defined benefit plan.



ii. The Company has created a ‘Workers Profit Participation Fund’ and 5% of profit before charging such expenses is transferred to this fund. Post Employee Benefit: The Nomination and Remuneration Committee (NRC), a sub-committee of the Board formed to ensure good governance in the company as per Corporate Governance Code in notification No. -BSEC/CMRRCD12006 of Bangladesh Securities and Exchange Commission reviewed all post employee benefits to comply with IAS 19 Employee Benefits and the policies are under process for final review of the Board.

2.30 Related Party Disclosure The company carried out a number of transactions with related parties in the normal course of business and

on arms' length basis. The information as required by IAS-24: Related Party Disclosures has been disclosed

in a separate note no. 10.01.01 & note no. 23.00 also to the financial statements.

Entity Nature of

Transaction

Opening

Balance

Transaction during the year Closing

Balance

Debit/(Credit) Debit Credit

Maladesh Int. Pvt. Ltd. Advance 13,862,507 572,893 439,860 13,995,540

GQ Industries Ltd. Advance 4,175,287 53,200 1,035,565 3,192,923

GQ Foods Ltd. Advance 5,940,713 1,000,000 240,576 6,700,137

GQ Marketing Ltd. Advance 538,756 2,910 18,533 523,133

GQ Enterprise Ltd. Payable 1,273,770 561,688 681,760 1,393,842

Mrs. Salma Huq Loan from

Directors 500,000 - - 500,000


and Mrs. Salma Huq

Rent Payable 3,846,660 3,846,660 - -


and Mrs. Salma Huq

Lease

Liabilities 2,007,350 1,060,529 10,652,866 11,599,688

2.31 Operating Segments:

No segmental reporting is applicable for the company as required by IFRS 8: "Operating Segments" as the company operates in a single industry segment.

2.32 Borrowing cost

Borrowing costs directly attributable to acquisition and construction of assets that necessarily takes a substantial period of time are capitalized as part of the cost of such assets up to the date when such assets are ready for intended use or sale. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

2.33 Income Tax Expense

Income tax expense comprises current off and deferred tax. Income tax expense is recognized in the Statement of Profit or Loss and Other Comprehensive Income and accounted for in accordance with the requirements of IAS 12: Income Taxes.



Current Tax Current tax is the expected tax payable on the taxable income for the year, and any adjustment to tax payable in respect of previous years undisputed if any. The company qualifies as a “Publicly Traded Company”; hence the applicable Tax Rate is 22.5%. However certain other incomes are also liable to the specific rate which can be found in Note: 37. Deferred Tax The Company recognized deferred tax in accordance with the provision of IAS 12. Deferred tax arises due to temporary deductible or taxable income for the events or transaction recognized in the income statement. A temporary difference is the difference between the tax bases of an asset or liability and its carrying amount/reported amount in the financial statements. Deferred tax asset or liability is the amount of income tax payable or recoverable in the future year recognized in the current year.

2.34 Acknowledgement of Claims There was no claim against the company not acknowledged as debt as on 30 June 2021.

2.35 Additional Information on Financial Statements

a. Reporting Currency and level of precision. The figures in the Financial Statements represent Bangladesh currency (Taka), which have been rounded off to the nearest Taka. b. Comparative Information Comparative information has been disclosed in respect of the year 01 July 2020 to 30 June 2021 and then ended 30 June 2021 for all numerical information in the financial statements and also the narrative and descriptive information when it is relevant for understanding. c. Contract for Capital Expenditure There was no contract for capital expenditure remaining to be executed and not provided for in the accounts. d. Risk and uncertainties for use estimates in preparation of Financial Statements The preparation of Financial Statements in conformity with the International Accounting Standards requires management to make estimates and assumptions that affect the report, amounts of Assets and Liabilities and disclosure of contingent Assets and Liabilities at the date of the Financial Statements and Revenue and Expenses during the period reported. Actual results could differ from those estimates. Estimates are used for accounting of certain terms such as long term contract, provision for doubtful accounts, depreciation and amortization, employees, benefits plans, taxes reserves. e. Board of Directors' & Board Meetings There are 05 members in the Board of Directors of the Company, 5 Board Meetings were held during the year to transact various businesses. f. Key management personnel compensation As per Schedule XI, part ii Para 4 of the Companies Act, 1994, the profit and loss account will give by way of a note detailed information showing separately the following payments provided or made during the financial year to the Key management personnel. Paid to key management personnel during the year as salary, Bonus, & Allowances Tk. 20,35,000 The requirements of schedule XI, Part [I, note-S Para 3, of the company Act.1994.

Employees 2020-2021 2019-2020

No’s of employees whose monthly salary was below Tk. 3,000 0 0

No’s of employees whose monthly salary was above Tk. 3,000 161 227

2.36 Events after the reporting period

Events after the reporting period that provide additional information about the Company's position at the reporting date are reflected in the financial statements. Events after the reporting date that are not adjusting events are disclosed in the notes when material.



2.37 Financial Risk Management The 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 analyze risk faced by the company, to set appropriate risk limit controls, and monitor risk and adherence to limits. Risk management policies, procedures and systems are reviewed regularly to reflect changes in market conditions and the company's activities. The company has exposure to the following risk for its use of financial instruments.

COVID-19 Affects:

The effects of the corona virus are still continuing, all educational institutions were closed during the reporting period and this had a significant negative effect on sales this year. However, after the reporting date, the situation of the Covid-19 has slowly started to get better. Hopefully the sales of the coming year will be much higher than the previous year.

2.38 Authorization date for issuing financial statements

These financial statements were authorized by the Board of Directors of the Company in the Board of Directors Meeting held on 13

th November 2021



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The Board of Directors of the company in their meeting held on 13th November, 2021 has proposed 5% cash dividend to shareholder’s other than Directors/Sponsors for the year ended 30 June 2021 Subject to approval of the Shareholders in their 38th Annual General Meeting (AGM).



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Revenue Stamp Tk.20.00

………………………………………………………………………………………………..

………………………………………………………………………………………………..

GQ BALL PEN INDUSTRIES LIMITED 331/2, Tajuddin Ahmed Swarani, Bara Maghbazar, Dhaka-1217

PROXY FORM

I/We…………………………………………………………………………..…………………of

……………………………………………………………………………………………...being the member of GQ Ball Pen

Industries Limited, hereby appoint

Mr./Mrs./Ms…………………………………………………………….………………………of

….……………………………………………………………………………….…………………to attend and vote for me/us on

my/our behalf at the 39th ANNUAL GENERAL MEETING (AGM) of the Company to be held on

Thursday 30th December, 2021 at 11.a.m. under virtual platform through the link……………… and any

adjournment thereof.

Signature of Proxy ……………………………………………….

BO/Folio of Proxy ………………………………………………..

Signature of Shareholder ……………………………………….

BO/Folio of Shareholder …………………………………………

No. of Shares ……………………………………………………..

Note: According to the Articles of Association of the Company, Proxy can be given only to the person who is a member (Shareholder) of the Company. The proxy form should reach the Company not later then 48 hours

before the time fixed for the meeting.

Revenue Stamp

Tk.20.00

GQ BALL PEN INDUSTRIES LIMITED 331/2, Tajuddin Ahmed Swarani, Bara Maghbazar, Dhaka-1217

ATTENDANCE SLIP I hereby record my attendance at the 39th ANNUAL GENERAL MEETING (AGM) of the Company to be held on December 30th, 2021 at 11:00 a.m. via online platform.

Name of the Shareholder(s)

BO/Folio no.

Name of the Proxy

BO/Folio no.

Signature of Shareholder(s)/Proxy ……………………………………………………………

Note: Shareholders attending the meeting in person or by proxy are requested to complete the attendance slip and hand it over at the entrance of the meeting hall. The respected Shareholders are requested to note that entry on non-member is restricted.

Untitled - GQ GROUP

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