REPORT OF THE BOARD OF DIRECTORS

 

Dear Shareholders,

It is my proud privilege to welcome you all, once again, to the 39th Annual General Meeting of your Company and to present before you my statement on affairs of the Company along with Auditors report & Audited Accounts for the year ended June 30, 2018 and its future plan.

Business Performance:

Unit- 1

This unit was stopped in the earlier financial year and reported in the previous Annual reports, as it was no longer viable. Due to discontinue of Unit -1, its Assets & Liabilities has been transfered and merge with Unit-3.

 

Unit -2

CNG Re-fueling Station of your Company has become day by day popular amongst the new and old customers. The importance of the location has enhanced due to the road linked with the existing road. We anticipate that the sales will improve in the near furture provided that the gas supply is stableand  CNG Compressors and equipments are running satisfactorily.

 

In the current year ending 30th June 2018, the Revenue has increased by 2.59% being Tk. 2.349 million because of increase in Gas supply to run all the CNG Compressors and increase in sale price from Tk. 38 to Tk. 40 per m3 from June, 2017. As a result, the Company’s revenue increased this financial year.

 

Unit- 3

The Demand in the market for CNG vehicles has increase and therefore the revenue has increased by 50.72.% being Tk. 5.461 million during the year ending on 30th June 2018.

 

Business Future Plan:

The Company has recommended in its Board Meeting dated 26.09.2018 the possibility to implement installation of LPG facilities in the existing premises or any other suitable location from our own resources and apply to Bangladesh Securities and Exchange Commission (BSEC) for approval of the Right Shares at the ratio of 1:1 at a premium of Tk. 100 per share subject to the approval of BSEC.

Business Risks and concerns:

The Company is concerned about regular gas supply from Titas Gas Transmission & Distributing Co. Ltd as we had disruption in supply to run all the CNG compressors.

 

In this year your Company’s cost of goods sold has increased by 7.166% being Tk. 6.408 million because of the increase in gas purchase price from Tk. 30 - Tk. 32 per m3 from June, 2017 & others expenditure has also increased. In this year your Company’s administrative expenses has decreased by 3.62% being Tk. 0.144 million and financial expenses has decreased by 49.84% being Tk. 1.626 million. Your Company’s Management Control of total expenses has resulted in increase of Net profit margin. Moreover, due to effect of deduction of loan liability, the financial cost of company for the year was reduced resulting increase in profit.

Electronic Share: Your Company has proportionately Completed the CDBL for de-matting the paper shares into electronic shares.

 

Face Value Change of Share: Your Company Share face Value Converted Tk 10 from Tk 100 on December 04, 2011 as per SEC Order No SEC/CMRRCD/2009-193/109 Dated 15.09.2011.

 

Unclaimed Dividend:  Your Company has dispatched  the 100% Dividend warrants in time by courier Service. Dividend warrant are in hand of Shareholders and some returned to your Company’s office. Your Company’s has requested honorable Shareholder to collect the pervious year dividend.

 

Financial Statements: (As per Compliance Report on Corporate Governance Policy No-1.5) The Financial statement of the Company was prepared complying the requirement of Bangladesh Accounting Standard (BAS) as adopted by the ICAB. The financial statement was audited by M/S. Malek Siddiqui Wali , Chartered Accountants.

Condition

Title

Answer

1.5

 

 

Inclusion of statements in Directors Report prepared Under Section 184 of the Company

Complied

1.5(i)

Industry outlook and possible future development

Complied

1.5(ii)

Product wise performance

Complied

1.5(iii)

Risks and concerns

Complied

1.5(iv)

Discussion on Cost of Goods sold GP Margin & Net profit Margin

Complied

1.5(v)

Any Extra ordinary Gain or loss

N/A

1.5(vi)

Related party Transaction

Complied and separately detail described in the annual report 2017-2018. Paragraph No-1.7.

1.5(vii)

Public issues & Rights issues

N/A

1.5(viii)

An Explanation IPO, RPO, Right offer

N/A

1.5(ix)

Significant Variance occurs Quarterly Financial performance & annual financial statement

There is no significant variance occurs between Quarterly Financial performance & annual financial statements. It is also maintain the continuity.

1.5(x)

Remuneration to director

There is no remuneration paid to Directors & Independent Directors.

1.5(xi)

Fairness of state of affairs

The audited financial statements reflect the correct & fair state of affairs of the Company.

Condition

Title

Answer

1.5(xii)

 

Proper books of Accounts

The Company has maintained proper books of accounts as applicable by Bangladesh law.

1.5(xiii)

Adoption of appropriate Accounting policies estimates

Appropriate Accounting policy has been adopted.

1.5(xiv)

IAS as applicable in Bangladesh has been followed.

IAS as applicable in Bangladesh has been followed and complied.

1.5(xv)

A sound Internal Control system

The Company has executed a sound internal control system.

1.5(xvi)

That the Company is a going concern

Complied and detail described in the following paragraph No-1.4.

1.5(xvii)

Significant deviations in operating results from last year should be highlighted

Complied and detail described in the following paragraph No-1.1.

1.5(xviii)

Key operating and financial data of at least last Five years should be summarized.

The financial data of previous 5 ( five) years have been shown separately in the Annual report 2017-2018. Paragraph No-1.8

1.5(xix)

Declaration of Dividend

3%@ cash and @ 12% stock dividend have been declared in this financial year. Details describe in the following paragraph 1.2

1.5(xx)

Number of Board meetings held during the year and attendance of the Directors

Complied and detail described in the following paragraph No-1.3.

1.5(xxi)

The pattern of shareholding

The Pattern of the Shareholding Position  have been shown separately in the annual report 2017-2018. Detail described in the paragraph No-1.5.

1.5(xxii)

Director appointment/re-appointment

Complied and separately detail described in the annual report 2017-2018.  Paragraph No-1.6.

1.1-Financial Highlight:

The financial result of the Company for the year ended as on 30.06.2018 is shown below with comparative figure of last year. The audited financial statements reflect the correct & fair state of affairs of the Company.

 

Particulars

As on. 30.06.18 Tk,000

As on. 30.06.17 Tk,000

Sales Revenue

109,221

101,412

Cost of goods Sold

(95,838)

(89,429)

Gross Profit

13,383

11,983

Fixed / Operating Expenses

(5,472)

(7,242)

Net Profit

7,911

4,741

W P.P fund

(376)

(226)

Profit Before Tax

7,534

4,515

Provision for Tax

(1,883)

(1,129)

Surplus for the year

5,650

3,386

Activity:

The number of vehicles re-fueling in your CNG re-fueling Station has increased because the gas pressure has remained constant to run the CNG Compressors.  As a result of your Company revenue has increase. The financial position of the Company is shown as under:

2017-2018 2016-2017

 

Net Asset against each share Value                                Tk  4.30                        Tk  2.85

Earnings Per share                                                       Tk 1.52                          Tk 0.95

Net operating Cash flow per share                                 Tk  2.09                         Tk  2.72

1.2-Dividend:

The Statement and Accounts with Audited Balance Sheet showed that the company has made profit during the financial year 2017-2018. And thus the Company has declared 3%@ cash  & 12% stock dividend for Tk. 10/- each share of each for the year 2017-2018.

 

1.3-Board Meeting:

The Board of Directors meets 4 (four) times during the year and the following Directors were attend those meetings as their following attendance:

 

Name

Title

Attendance

Mr. Mohammad Murad

Chairman

In the 4 meeting

Mrs. Rina Momtaj

Managing Director

In the 4 meeting

Mrs. Rehmat Banu

Director

In the 4 meeting

Mr. Rahim Murad

Director

Nil

Ms. Fahra Murad

Director

Nil

Mr.Mohammad Musa Meah

Independent  Director

Nil

Mr. Rafiqul Islam Dablu

Independent  Director

In the 4 meeting

1.4.Accounting Policy:

The audited financial statements reflect the correct & fair state of affairs of the Company. These Accounts has been prepared on going concern basis under generally accepted accounting principals based on the historical Cost.

 

Corporate Governance:

The status of the Compliance of Securities & Exchange Commission’s Notification No-SEC/CMRRCD/2006-158/134/ADMIN/44 dated 07.08.2012 is attached with annual Report for kind information of valued shareholders & other holders.

 

Election of Directors:

In accordance with the Provisions of the Articles of Association of the Company, Ms. Fahra Murad and Mrs. Rehmat Banu as Director will retire by rotation and being eligible, offers here for re-election.

 

Independent Director:-As per BSEC Notification and for fulfilling the Compliance of Corporate Governance Policy , the Company to be re-appointed Mr. Rafiqul Islam Dablu as a independent Director of for a period of one year which is subject to confirmation from the shareholders in the next Annual General Meeting.

Appointment of Auditors:

The tenure of the Auditors,of M/S Malek Siddiqui Wali , Chartered Accountants, 9-G,Motijheel C/A, Dhaka-1000 expires at the 39th Annual General Meeting and M/S Rahman Mostafa Alam & Co., Chartered Accountants, Paramount Heights (7th Floor D2 & C1), 65/2/1 Box Culvert Road, Purana Paltan,Dhaka-1000 has offered for appointment as Auditor of the Company for the year 2018-2019. It is here by requested to shareholders to appoint M/S Ata Khan & Co, Chartered Accountants, as Auditors of the Company and fixes their remuneration for the year 2018-2019.

 

Acknowledgement:

The success was only possible to achieve because of the collective effort of the valuable Shareholder, Employees of the Company, Financial Institution, Government Agencies, Regulatory Bodies, the general people-buyer of our product and everyone of the company interacting in conducting the business. We are grateful to our shareholders for extending at all times the invaluable support and co-operation to bring the Company to the level it has reached today.

 

I avail this opportunity to express my sincere thanks to all concerned and look forward for the continued support and co-operation in the future as well.

 

 

On behalf of the Board

Date                                                                                                                                                                                     Sd/

November 10, 2018                                                                                                                                    Mr. Mohammad Murad, Chairman