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Report

And
Accounts
For the Year Ended
June 30, 2014

Apex Tannery Limited


Apex Tannery Limited

37 th Annual General Meeting of the Company held on 26 th September 2013

A partial view of the Shareholders at the 37 th Annual General Meeting


Apex Tannery Limited

Partial views of the Shareholders at the 37 th Annual General Meeting


Apex Tannery Limited

C O N T E N T S

Our Vision, Mission, Values and Objectives 04


Corporate Directory 05
Directors' and Management Team 06
Directors' Profile 07
Directors Report 10
Finanacial Highlights 18
Financial Highlights (Graphical presentation) 19
Statement of Value Addition 20
Report on Corporate Social Responsibilities 21
Report on Corporate Governance 22
Corporate Governance Compliance Report 25
Pattern of Shareholding 32
Audit Committee Report 33
Auditors Report 36
Statement of Financial Position 37
Statement of Comprehensive Income 38
Statement of Cash Flow 39
Statement of Changes in Equity 40
Notes to the Financial Statements 41
Notice of the AGM 56
Attendance slip and Proxy form 57
Apex Tannery Limited

OUR VISION, MISSION, VALUES AND OBJECTIVES


Our Vision
Our vision is to attain 100 % customer satisfaction world wide through continual quality improvement
of our products.

Our Mission
To understand and satisfy customers wants and needs, we always try to add value, reduce costs and
provide innovative thinking for improvement of our product quality, with world class compliance and
working standards.

Our Values
To our customers we offer
A commitment to provide best quality product and timely delivery
Production of world-class quality leather, meet the requirements of customers with competitive
price and up to date fashion trends
Quick response to the expectations of our valued customers in terms of quality and product
development
OUR VISION, MISSION, VALUES AND OBJECTIVES

To our employees we offer


A desirable and rewarding place to work
Provide motivation for team work and career development
The opportunity to grow to employees maximum potential
Sufficient offsite and on the job training

To our shareholders we offer


Attractive return with minimum risk of their investment
A commitment to continuous improvement and adding value through all activities and
managing resources

To our suppliers we offer


Easy terms of trade
Payment within due time

Our Objectives
100 % on time delivery of the services to our valued customers
100 % accuracy in documentation
100 % customers acceptance of our services as valid and usables in accordance with their
requirements
Overall reduction of cost by 2% every year
Reduction of customer complaints by 10 % every year.

4 Annual Report 2014


Apex Tannery Limited

CORPORATE DIRECTORY
BOARD OF DIRECTORS
Chairman
Syed Manzur Elahi
Managing Director
Md. Rahmatullah
Directors
Syed Nasim Manzur
Md. Hedayetullah
Md. Fayekuzzaman
Faruq Ahmad Siddiqi

AUDIT COMMITTEE
Chairman CORPORATE GOVERNANCE AUDITOR
Faruq Ahmad Siddiqi
ARTISAN
Members Chartered Accountants
Syed Nasim Manzur
Md. Hedayetullah CHIEF FINANCIAL OFFICER
Anup Kumar Mukherjee
MANAGEMENT COMMITTEE
Chairman TAX ADVISER
Syed Manzur Elahi Khandker Fazlul Quadir
Members
Md. Rahmatullah LEGAL ADVISER
Md. Hedayetullah Mohsen Rashid
M. Abdul Majed Advocate, Supreme Court
Ansarul Islam
Anup Kumar Mukherjee
BANKERS
Agrani Bank Ltd. CORPORATE DIRECTORY
HUMAN RESOURCES COMMITTEE
Amin Court Branch, Motijheel C/A,
Chairman Dhaka-1000
Md. Hedayetullah
Members REGISTERED OFFICE
M. Abdul Majed 127 Hazaribagh T/A
Ansarul Islam Dhaka-1209
Anup Kumar Mukherjee
Md. Golam Sarwar FACTORY
Unit I
COMPANY SECRETARY 127 Hazaribagh T/A,
Jagadish Kumar Bhanja Dhaka-1209

AUDITORS Unit II
Chowdhury Bhattacharjee & Co. Shafipur
Chartered Accountants Kaliakoir, Gazipur

Annual Report 2014 5


Apex Tannery Limited

DIRECTORS AND MANAGEMENT TEAM

Syed Manzur Elahi Md. Rahmatullah


Chairman Managing Director

Syed Nasim Manzur Md. Hedayetullah Md. Fayekuzzaman


Director Director Director
DIRECTORS AND MANAGEMENT TEAM

Faruq Ahmad Siddiqi M. Abdul Majed Ansarul Islam


Independent Director Executive Director Executive Director

Anup Kumar Mukherjee Jagadish Kumar Bhanja


Chief Financial Officer Company Secretary

6 Annual Report 2014


Apex Tannery Limited

Directors' Profile

Syed Manzur Elahi Md. Rahmatullah


Chairman Managing Director
Chairman Chairman
Apex Footwear Ltd. Standing committee for ministry of Information
Apex Investments Ltd. (2009 to till date)
Quantum Consumer Solutions Ltd. Pioneer Insurance Company Ltd.
F B Footwear Ltd.
Blue Ocean Footwear Ltd.
Foot bed Footwear Ltd.
Apex Pharma Ltd.
Grey Advertising Bangladesh Ltd.
Managing Director
Daichipex Textile Mills Ltd.
Director
Apex Property Development Ltd.
International Publications Ltd. (Financial
Express)
Member
Pioneer Insurance Co. Ltd.
Central workings committee, Bangladesh
Mutual Trust Bank Ltd. Awami League
Parliamentary Standing Committee on Ministry
Trustee of Liberation War Affairs
East west University Parliamentary Public Accounts committee
Bangladesh Jatiya Sangshad (1986, 1988,
1996, 2008 to till date)
Other Activities
Senate, Dhaka University
Former Advisor, Caretaker Government of DIRECTORS' PROFILE
Bangladesh, 1996 and 2001
Former Director, Bangladesh Krishi Bank Chief Adviser
Former Director, Export Promotion Bureau Bangladesh Finished Leather, Leather goods
and Footwear Exporters Association
Former Director, Bangladesh Bank
Dhaka Mahanagar Samity (Dhaka Samity)
Former President, Metropolitan Chamber of
Commerce and Industry
Former Director, Sonali Bank Founder
Former President, Bangladesh Employers A.K.M. Rahmatullah University College, Beraid,
Association Gulshan, Dhaka
Roushan Ara Girls High School, Beraid, Gulshan,
Education Dhaka
B. A. (Distinction) in 1962 from St. Xaviers
College Kolkata Education
M.A. (Economics) in 1964 from Dhaka University. Bachelor of Arts from Chittagong University.

Annual Report 2014 7


Apex Tannery Limited

Directors' Profile

Syed Nasim Manzur Md. Hedayetullah


Director Director

Managing Director Chairman


Apex Footwear Ltd. Hedayetullah Securities Ltd.
Executive Committee of Mutual Trust Bank Ltd.
Director
Apex Pharma Ltd. Managing Director
Apex Investments Ltd. BW International Limited
Grey Advertising Bangladesh Ltd. RMM Power and Energy Ltd.
Quantum Consumer Solutions Ltd.
Blue Ocean Footwear Ltd. Director
Pioneer Insurance Co. Ltd. Mutual Trust Bank Ltd.
Guardian Life Insurance Co. Ltd. Daichipex Textiles Mills Ltd.
Apex Property Development Ltd.
Education
B.Sc- Economics in Entrepreneurial Education
Management, Wharton School, University of
B.Sc (Honors) in Leather Technology from
Pennsylvania USA in 1990.
the British School of Leather Technology,
Northampton, UK, M.A. in international
Business from Webster University, Regents
College, London, UK.
DIRECTORS' PROFILE

8 Annual Report 2014


Apex Tannery Limited

Directors' Profile

Md. Fayekuzzaman Faruq Ahmad Siddiqi


Director Independent Director
Chairman Former Chairman
ICB Capital Management Ltd. Bangladesh Securities and Exchange Commission
(March 2006 to March 2009)
Managing Director
Investment Corporation of Bangladesh (ICB) Retired secretary to the Govt. of
Director Bangladesh (2002 to 2006)
Bangladesh Development Bank Ltd. (BDBL) Ministry of Education
Standard Bank Ltd. Ministry of Commerce
Industrial and Infrastructure Development Finance
Company Ltd. (IIDFC) Ministry of Post & Telecommunication
British American Tobacco Bangladesh Ltd. (BATB) Member of National Board of Revenue
Linde Bangladesh Ltd.
GlaxoSmithKline Bangladesh Ltd. Education
ACI Ltd.
B.A. (Hons). M.A. English Language and Literature
Renata Ltd.
Credit Rating Information and Services Ltd. (CRISL) from the University of Dhaka.
Credit Rating Agencies of Bangladesh Ltd. (CRAB)
Bangladesh Institute of Capital Market (BICM)
Central Depository Bangladesh Ltd. (CDBL)
National Tea Company Ltd.
Apex Footwear Ltd.
The ACME Laboratories Ltd.
SBL Capital Management Ltd.
DIRECTORS' PROFILE
Member
The Institute of Bankers, Bangladesh(IBB)
Bangladesh Krishi Gobeshona Endowment Trust
(BKGET)

Past Responsibilities
Deputy Managing Director, Agrani Bank Limited
General Manager, Investment Corporation of
Bangladesh

Education
B.Com (Hons), M.Com in Management. Post
Graduation Studies in Investment Planning,
Appraisal and management of Developement
Finance Institution in Bradford University,Bradford,
United Kingdom. Attended Cambridge Leadership
Program arranged by the Columbia University,USA.

Annual Report 2014 9


Apex Tannery Limited

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10 Annual Report 2014


Apex Tannery Limited

REPORT OF THE DIRECTORS

DEAR SHAREHOLDERS

On behalf of your Directors, I have the pleasure in submitting the Report and Financial Statements
for the year ended June 30, 2014.

PERFORMANCE

+ Increase
Previous
This Year - Decrease
Year
%
Sales (Taka in 000) 3,793,167 3,248,799 16.76
Raw Cowhides purchase price (Taka/sft) 102.84 99.66 3.19
Raw Goatskins purchase price 69.46 74.19 (6.38)
Cow leather selling price 155.91 166.85 (6.56)
Goat leather selling price 118.85 118.65 0.17
Chemical cost 31.48 39.78 (20.86)
Gross profit (Taka in 000) 225,764 253,309 (10.87)
Operating expenses 156,958 153,270 2.41

INVENTORIES
We normally purchase huge quantities of raw hides and skins during the Eid-ul-Azha festival, so that
our production is not adversely affected due to low supply during the rest of the year. We feel that
the inventory holding shows a positive trend because this years inventory represents 46 days of
production as compared to 50 days last year.

FINANCIAL RESULTS

Taka in thousand REPORT OF THE DIRECTORS


Year Ended Year Ended

June 30, 2014 June 30, 2013

Net profit after tax 84,024 100,157

Add: Previous years surplus 373,224 334,027

457,248 434,184

Appropriation recommended

Dividend payable 68,580 60,960

Balance 388,668 373,224

457,248 434,184

Annual Report 2014 11


Apex Tannery Limited

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12 Annual Report 2014


Apex Tannery Limited

DIVIDENDS

During the year EPS of your Company was Taka 5.51 Directors decided in the Board Meeting held
on August 10, 2014 to recommend dividend of Taka 4.50 per share of Taka 10/- each. After your
approval in this General Meeting, the dividend will be paid to the Shareholders.

EMPLOYMENT

Although the labour situation in the RMG sector was unsatisfactory, if not violent sometimes, the
labour environment in the leather sector was quiet. Labour relation in your Company was cordial and
morale of the workers was high. The breakdown of your Companys human resources are:

This Year Previous Year


Total Total
Workers 733 650

Staff 181 170

Management 32 32

INDUSTRY OUTLOOK AND POSSIBLE FUTURE DEVELOPMENTS

Traditionally, the market for leather has always been in Europe, mainly Italy. As you are aware, the
recession in Europe is still continuing with no hope for improvement in the near future. Accordingly,
the leather industry in Bangladesh diverted most of their exports from Europe to China. The economy
of China continues to be strong and the local demand for goods and services shows an upward trend
due to the rise of the middle class. Purchasing power has increased, resulting in increased domestic
consumption of all kinds of goods, shoes being one of them. Consequently, the demand for leather
has increased amongst the local shoe industry.

REPORT OF THE DIRECTORS


Bangladesh leather industry has taken advantage of this favorable situation in China, which resulted
in higher exports. We believe this upward trend will continue in China for some time.

RISKS AND CONCERNS

As a result of this over dependence on China, Bangladeshs leather industry faces a risky situation.
Environment is a big issue globally. The main concern of the leather industry is how quickly we are
able to relocate to Savar. The international media reports about Bangladeshs leather industry are
very negative. They are continuously writing reports against Bangladesh leather industry. Even local
media and population are highly critical as to how Hazaribag have destroyed the environment. We
only hope and pray that the CETP at Savar goes into operation by early 2015, otherwise export of
leather from Bangladesh will become difficult.

Annual Report 2014 13


Apex Tannery Limited

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14 Annual Report 2014


Apex Tannery Limited

DIRECTORS

Md. Hedayetullah retires from the Board in terms of Articles of Association, and being eligible, offers
himself for re-election.

The Board of Directors nominated Faruq Ahmad Siddiqi for appointment as an Independent Director
in this AGM as required under BSEC Corporate Governance Notification.

BOARD MEETINGS AND ATTENDANCE


During the year four Board Meetings were held and the attendance by each Director was as follow:

Name of Directors No. of Meetings Attended


Syed Manzur Elahi 4
Md. Rahmatullah 4
Syed Nasim Manzur 3
Md. Hedayetullah 4
Md. Fayekuzzaman 4
Professor Mohammed Farashuddin Ph.D. 3
The Directors who could not attend the meetings were granted leave of absence.

AUDIT COMMITTEE
The Audit Committee was set up to review the financial results, audit and compliance with the
statutory and regulatory requirements. The Committee recommended to the Board of Directors, the
appointment of the Companys auditors and reviewed the scope of internal audit. Audit committee
report is annexed.

1. Faruq Ahmad Siddiqi, Independent Director Chairman


2. Syed Nasim Manzur, Director Member
3. Md. Hedayetullah, Director & Head of Internal Audit Member

CORPORATE & FINANCIAL REPORTING


The Company has complied with all the requirements of Corporate Governance as required by the

REPORT OF THE DIRECTORS


Bangladesh Securities and Exchange Commission:

Accordingly the Directors are pleased to confirm the following:


(a) The financial statements together with the notes thereon have been drawn up in conformity with
the Companies Act 1994 and Securities and Exchange Rules 1987. These statements present
fairly the Companys state of affairs, the results of its operations, cash flow and changes in
equity.
(b) Proper books of accounts of the Company have been maintained.
(c) Appropriate accounting policies have been consistently applied in the preparation of financial
statements and the accounting estimates are based on reasonable and prudent judgment.
(d) The International Accounting Standards, as applicable in Bangladesh, have been followed in
preparation of financial statements.
(e) The systems of internal control are sound and have been effectively implemented and monitored.
(f) The company has carried on transactions with Apex Footwear Limited and Pioneer Insurance
Company Limited in the normal course of business.
(g) There are no significant doubts upon the Companys ability to continue as a going concern.
(h) The key operating and financial data for last five years is annexed.

Annual Report 2014 15


Apex Tannery Limited

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16 Annual Report 2014


Apex Tannery Limited

SHARE HOLDING

In accordance with the requirement of the Bangladesh Securities and Exchange Commission, pattern
of shareholdings as of 30th June 2014 are given in Annexure I.

REMUNERATION OF DIRECTORS
in accordance with the requirement of the Bangladesh Securities and Exchange Commission,
remuneration of directors for the year ended 30th June 2014 are given in note number 36.

CORPORATE GOVERNANCE COMPLIANCE REPORT

In accordance with the requirement of the Bangladesh Securities and Exchange Commission,
Corporate Governance Compliance Report is annexed.

AUDITORS

Chowdhury Bhattacharjee & Co., Chartered Accountants, Auditors retires at this Annual General
Meeting and being eligible, offer themselves for re-appointment for the year 2014-2015.

ACKNOWLEDGEMENT

The Directors take this opportunity to acknowledge the continued support and efforts of all members
of the company, as well as all customers, suppliers and associates during the past year. Our
performance would not have been possible without their support.

On behalf of the Board,


August 10, 2014 Syed Manzur Elahi
Dhaka. Chairman.

REPORT OF THE DIRECTORS

Annual Report 2014 17


Apex Tannery Limited

FINANCIAL HIGHLIGHTS
Taka in thousand

Particulars 2014 2013 2012 2011 2010

Sales 3,793,167 3,248,799 3,067,208 2,515,867 1,723,639

Gross profit 225,764 253,309 271,157 225,046 253,519

Profit before tax 106,931 126,047 131,981 119,361 179,180

Net profit after tax 84,024 100,157 107,676 96,843 142,853

Property, plant & equipment 277,953 280,531 241,175 209,719 152,810

Authorized capital 500,000 500,000 500,000 500,000 500,000

Issued and paid up capital 152,400 152,400 152,400 152,400 152,400

Current assets 1,150,069 1,112,356 1,313,429 1,394,792 933,045

Current liabilities 313,070 311,474 525,849 651,702 195,850

Net current assets 836,999 800,882 787,580 743,090 737,195

Dividend 68,580 60,960 53,340 45,720 38,100

Earnings per share (Taka) 5.51 6.57 7.07 6.35 9.37

Dividend per share (Taka) 4.50 4.00 3.50 3.00 2.50


FINANCIAL HIGHLIGHTS

Market value per share at year end (Taka) 142.60 86.70 103.10 136.20 148.50

Net Asset value per share (Taka) 71.67 69.38 66.44 60.10 56.25

Net operating cash flow per share (Taka) 4.97 31.12 9.35 (4.48) 22.68

Price earning Ratio (Times) 25.88 13.20 14.58 21.43 15.84

Dividend yield ratio (%) 3.16 4.61 3.39 2.20 1.68

Current ratio 3.67 3.57 2.50 2.14 4.76

Quick ratio 2.23 2.28 1.00 0.99 1.94

Return on Shareholders Fund (%) 8.02 9.77 11.01 10.57 16.66

Interest coverage ratio 3.70 3.34 2.79 2.95 5.91

18 Annual Report 2014


Apex Tannery Limited

FINANCIAL HIGHLIGHTS (GRAPHICAL PRESENTATION)

200 179
143
150 132
119 126
108 107
97 100
100 84 Prot before tax (Tk. in Million)
Net Prot after tax (Tk. in Million)
50

0
2010 2011 2012 2013 2014

80 69.38 71.67
66.44
56.25 60.10
60

Net asset value per share (Tk.) 40

20

FINANCIAL HIGHLIGHTS (GRAPHICAL PRESENTATION)


2010 2011 2012 2013 2014
148.50 142.60
150 136.20

103.10
100 86.70
Market value per share (Tk.) at year end

50

0
2010 2011 2012 2013 2014

20 16.66 10.57 11.01


9.77
15 8.02

Return on Shareholder's fund(%) 10

0
2010 2011 2012 2013 2014

8 7.51

6 5.01
4.33
4 3.54 Components of EPS (Tk.)
3.03 2.96
2.03 2.06 2.55
1.86 Net operating income
2
Net other income
0
2010 2011 2012 2013 2014

Annual Report 2014 19


Apex Tannery Limited

STATEMENT OF VALUE ADDITION


Taka in thousand
Year Ended Year Ended
June 30, 2014 June 30, 2013
Value added
Sales 3,793,167 3,248,799
Bought in materials and services (3,544,679) (3,001,462)
248,488 247,337
Other income 62,064 62,262
Available for distribution 310,552 309,599

Distribution of value addition

To Government (Income Tax) 24,770 07.98% 26,114 08.43%


To Employees & Workers (Salary, wages and 185,026 59.58% 153,599 49.61%
other benefits)
To Banks (Interest and charges) 18,595 05.99% 29,954 09.68%
To Shareholders (Dividend) 68,580 22.08% 60,960 19.69%
296,971 95.63% 270,627 87.41%
Retained for reinvestment and future growth 13,580 04.37% 38,972 12.59%
310,552 100.00% 309,599 100.00%
STATEMENT OF VALUE ADDITION

60% 50%

6%
10%
22%
20%

4%
8% 12%
8%
To Employees & workers 60% To Employees & workers 49%
To Banks 6% To Banks 10%
To Shareholders 22% To Shareholders 20%
Retained for reinvestment 4% Retained for reinvestment 13%
To Government 8% To Government 8%
2014 2013

20 Annual Report 2014


Apex Tannery Limited

REPORT ON CORPORATE SOCIAL RESPONSIBILITIES

Executive Director of Apex Tannery


Limited M. A. Majed handing over
a cheque to Jahangir Alam Bulu of
Hazaribagh for his treatment

Executive Director of Apex Tannery


Limited M. A. Majed handing over a

REPORT ON CORPORATE SOCIAL RESPONSIBILITIES


cheque to Md. Mokarram a worker
of the company for his treatment

The Company provided financial


assistance to Md. Nurul Amin to
build his house at Bara-Beraid,
Dhaka-1212

Annual Report 2014 21


Apex Tannery Limited

REPORT ON CORPORATE GOVERNANCE


Corporate Governance clearly defines the rights and responsibilities of the Board of Directors,
Management, Shareholders and other Stakeholders. The Board supports Management, Internal and
External Auditors and other related parties including the Shareholders. A good corporate reputation
is the most valuable and competitive asset of a company. Apex Tannery Limited believes in the
continued improvement of corporate governance. The Board of Directors and the Management Team
of Apex Tannery Limited is committed to maintaining effective Corporate Governance through a
culture of accountability and transparency.

Board of Directors
The Board of Directors comprises of 06 (Six) members including the Independent Director. All
Directors have sound knowledge in the area of tannery, managerial expertise and sound academic
and professional knowledge. They are well conversant with corporate governance.

Appointment of Board Members


The Directors of the Board are appointed by the Shareholders in the Annual General Meeting who are
accountable to the Shareholders.

Appointment of Independent Director


The Board of Directors in its 36th Annual General Meeting held on September 26, 2012 appointed an
Independent Director.In selecting Independent Director, the Company always looked for an individual
who possesses experience, strong inter personal skills and independence. Independent Director
is considered by the Board to be independent of the Company and free of any business or other
relationship that could interfere with the exercise of his independent judgment. The Board believes
that his experience and knowledge assists in providing both effective and constructive contribution
to the Board.

The Role of the Chairman and Managing Director


Position of the Chairman and Managing Director (CEO) are clearly identified. The Chairman is
responsible for leading the Board and its effectiveness. The Managing Director serves as the Chief
Executive of the Company.
REPORT ON CORPORATE GOVERNANCE

Audit Committee
The Audit Committee was established as a sub-committee of the Board and has jurisdiction over
Apex Tannery Limited. The audit committee is comprised of three members of the Board including an
Independent Director who is the Chairman of the Committee. The Audit Committee assists the Board.

Company Secretary
Jagadish Kumar Bhanja has been appointed as the Company Secretary of the Company. He provides
legal matters to the Board. Among other functions, the Company Secretary:

Bridges between the Board of Directors and Shareholders on strategic and statutory decision.
Acts as a quality assurance agent in all information towards the Shareholders and Board
Is responsible for ensuring that the appropriate Board procedures are followed.
Acts as the Disclosure Officer of the Company and monitors the compliance of the Acts,
rules, regulations, notifications, guidelines, orders/directives etc issued by the Bangladesh
Securities and Exchange Commission, Stock Exchange (s) applicable to the conduct of the
business activities of the Company.

The Company Secretary keeps the records of the Companys compliance / noncompliance status of the
conditions imposed by the BSEC which has been shown in the compliance report on BSEC Notification.

22 Annual Report 2014


Apex Tannery Limited

Chief Financial Officer

Anup Kumar Mukherjee has been appointed as the Chief Financial Officer of the Company. He looks
after the overall financial affairs of the Company. Among other functions, the Chief Financial Officer:
Prepares Quarterly, Half yearly and Yearly financial statements
Financial reporting procedures in line with the requirement of Bangladesh Accounting Standards
Reports financial position of the Company in its Board meeting

Financial Reporting and Transparency


Financial Statements have been prepared in line with the International Accounting Standards,
Bangladesh Accounting Standards and other legislations as applicable in Bangladesh. Timely
publication of quarterly, half yearly and annual financial statements with comprehensive details
beyond the statutory requirement.

Compliance with Applicable Rules and Regulations


The Companys business activities are guided and supervised by local laws and regulations:
The Companies Act 1994
The Bangladesh Securities and Exchange Commission
Listing rules of Dhaka and Chittagong Stock Exchange Limited
Bangladesh Accounting Standards

Purchase Committee
A purchase committee is functioning with a group of executives, headed by a senior most executive to
examine the purchase proposal of goods. Among others, the followings are the main responsibilities
of the Committee:
To evaluate the received proposal and find out the effectiveness of each proposal.
To prepare a report on the basis of evaluation of the purchase proposal with recommendation
and sent to concerned departments for obtaining approval from the competent authority.
To supervise the entire activities against procurement

Statutory Audit

REPORT ON CORPORATE GOVERNANCE


Statutory Audit of the Company is governed by the Companies Act 1994. The Companies Act provides
guidelines for the appointment, scope of work and retirement of auditors. Shareholders appoint
auditors and fix their remuneration in the Annual General Meeting.

Internal Audit
Internal Audit support the Company to achieve its objectives by bringing a systematic, disciplined
approach to evaluate and improve the effectiveness of its risk management and control. Internal
Audit activity is governed by the Internal Team, which is approved by the Board.

Internal Control
The Company has an Internal Audit department consisting of five members and headed by the Head
of Internal Auditor. The Internal control system is maintained and reviewed by an internal audit
function that reports to Management and the Audit Committee.

Internal Control mechanism is built by the Companys systems and procedures to reduce the risk of
error and fraud. It may be able to reduce the risk that financial statement contains. The Board of
Directors ensures sound internal control to provide reasonable assurance regarding the achievement
of the Company objectives in the areas of:
Effectiveness and efficiency of operations
Reliability of financial reporting
Compliance with laws and regulations

Annual Report 2014 23


Apex Tannery Limited

Code of Conduct

Apex Tannery Limited has adopted Codes of Conduct for securing good business ethics and conduct
in all aspects of the Companys activities. The Code of Conduct is properly communicated to and with
all employees and other activities, and is strictly required to abide by it.

Management Committee
The day- to- day Management of the Company is entrusted with the Managing Director and the
Management Committee. The Management Committee serves the interest of the Company and
achieves sustainable growth. The members of the Management Committee are jointly accountable
for the entire management of the Company and decide on the basic issues of business policy and
corporate strategies.

Restrictions on dealing in the Companys share by insiders


The Company has established policy relating to trading shares by Directors, Employees and other
insiders. The securities laws also impose restrictions on similar sort of transaction.

Group Term Life Insurance Policy


The Board of Directors has approved for Group Term Life Insurance Policy for employees of Apex
Tannery Limited with Prime Islami Life Insurance Company Limited.

Going Concern
The Company has adequate resources to continue operational existence for the future. For this reason,
the Company continues to adopt the going concern basis in preparing the financial statements.

Communication with Shareholders

Shareholders
Accountable to
REPORT ON CORPORATE GOVERNANCE

Board of Directors

Accountable to
Management

The Company encourages communication with shareholders throughout the year and welcomes their
participation at shareholders meeting. The Company is transparent with the stakeholders, including
the owners of the Company. Four times each year, Apex Tannery Limited reports to its shareholders
regarding its business, financial position and earnings. These include:

1st Quarterly , Half-yearly and 3rd Quarterly financial statements


Annual General Meeting
Price Sensitive Disclosure and other disclosure to the BSEC and Stock Exchanges

In additional information, the Company is under a legal and regulatory requirement to publish via
the newspaper. Apex Tannery Limited believes in transparency and accountability to the society as a
whole through establishment of an efficient and effective Corporate Governance procedure.

24 Annual Report 2014


Apex Tannery Limited

CORPORATE GOVERNANCE COMPLIANCE REPORT


Status of compliance with the conditions imposed by the Commission's Notification No. SEC/
CMRRCD/2006-158/134/Admin/44 dated 07th August 2012 issued under section 2CC of the Securities
and Exchange Ordinance, 1969 (Report under Condition No.7.00)

Condition Compliance Remarks


Title
No. status (If any)
1 Board of Directors:

1.1 Boards Size: Complied


The number of the Board members shall not be less than 5 (five) and
more than 20 (twenty);

1.2 Independent Director:


(i) At least one fifth (1/5) of total number of directors shall be Complied
Independent Director;
(ii) For the purpose of this clause "Independent Director" means
a Director
(ii) a) Does not hold any share or holds less than 1% shares of the Complied
total paid-up shares of the Company;
(ii) b) Who is not a sponsor and not connected with any sponsor/ Complied
director/ shareholder who hold 1% or more shares of the
total paid-up shares on the basis of family relationship;
(ii) c) Does not have any other relationship, whether pecuniary Complied
or otherwise, with the company or its subsidiary/associated
companies;

(ii) d) Not a member, director or officer of any stock exchange; Complied

CORPORATE GOVERNANCE COMPLIANCE REPORT


(ii) e) Not a shareholder, director or officer of any member of stock Complied
exchange or an intermediary of the capital market;
(ii) f) Not a partner or an executive or was not a partner or an Complied
executive during the preceding 3 (three) years of any
statutory audit firm;
(ii) g) Not be an independent director in more than 3 (three) listed Complied
companies;

(ii) h) Not been convicted by a court of competent jurisdiction as Complied


a defaulter in payment of any loan to a bank or a Non-Bank
Financial Institution (NBFI);

(ii) i) Not been convicted for a criminal offence involving moral Complied
turpitude;

(iii) Nominated by the Board of Directors and approved by the Complied


shareholders in the AGM;

(iv) The post of Independent Director can not remain vacant for Complied
more than 90 (ninety) days;

(v) Board shall lay down a code of conduct of all Board members Complied
and annual compliance of the code to be recorded;

(vi) Tenure of office of an Independent Director shall be for a Complied


period of 3 (three) years, which may be extended for 1 (one)
term only;

Annual Report 2014 25


Apex Tannery Limited

Condition Compliance Remarks


Title
No. status (If any)
1.3 Qualification of Independent Director:
(i) Shall be a Knowledgeable individual with integrity who is able Complied
to ensure compliance with financial, regulatory and corporate
laws and can make meaningful contribution to business;
(ii) Should be a Business Leader/Corporate Leader/Bureaucrat/ Complied
University Teacher with Economics or Business Studies or Law
background/Professionals like Chartered Accountants, Cost
and Management Accountants, Chartered Secretaries. Must
have at least 12 (twelve) years of corporate management/
professional experiences;
(iii) In special cases the above qualifications may be relaxed Not
subject to prior approval of the Commission; applicable

1.4 Chairman of the Board and CEO:

Chairman and CEO shall be filled by different individuals. Chairman Complied


shall be elected from among the Directors. The Board of Directors
shall clearly define respective roles and responsibilities of the
Chairman and the CEO.

1.5 The Directors Report to Shareholders:

(i) Industry outlook and possible future developments in the Complied


industry;
(ii) Segment-wise or product-wise performance; Complied
(iii) Risks and Concerns; Complied
CORPORATE GOVERNANCE COMPLIANCE REPORT

(iv) Discussion on cost of goods sold, Gross Profit Margin and Net Complied
profit Margin;
(v) Discussion on continuity of any Extra-ordinary gain or loss; Not
applicable
(vi) Disclosure for related party transactions; Complied
(vii) Utilization of proceeds from public issues, rights issues and/ Not
or through any others; applicable
(viii) Explanation if the financial results deteriorate after the Not
company goes for IPO, RPO, Rights Offer and Direct Listing; applicable
(ix) Explanation about significant variance occurs between Not
Quarterly Financial performance and Annual Financial applicable
Statements;
(x) Remuneration to directors including independent directors; Complied
(xi) Fairness of financial statement; Complied
(xii) Maintenance of proper books of account; Complied
(xiii) Application of appropriate accounting policies and estimates; Complied
(xiv) Followed IAS, BAS, IFRS, and BFRS in preparation of the Complied
financial statements;
(xv) Soundness of internal control system; Complied
(xvi) Ability to continue as a going concern; Complied
(xvii) Significant deviations from the last year; Complied

26 Annual Report 2014


Apex Tannery Limited

Condition Compliance Remarks


Title
No. status (If any)
(xviii) Key operating and financial data of at least preceding 5(five) Complied
years;
(xix) Reasons for not declared dividend; Not
applicable
(xx) Number of Board meetings held during the year and Complied
attendance;
(xxi) Pattern of shareholdings and name wise details disclosing Complied
aggregate number of shares;
(xxi) Parent/Subsidiary/Associated Companies and other related Complied
a) parties (Name wise Details);
(xxi) Directors, CEO, CS, CFO, HIA and their spouses and minor Complied
b) children (Name wise details);
(xxi) Executives (name wise details); Complied
c)
(xxi) Shareholders holding ten percent (10%) or more voting Complied
d) interest (Name wise details);
(xxii) Director appointment/re-appointment; Complied
(xxii) A brief resume of the director; Complied
a)
(xxii) Expertise in specific functional areas; Complied
b)
(xxii) Holding the directorship and the membership of committees Complied
c) of the board other than this company;

CORPORATE GOVERNANCE COMPLIANCE REPORT


2 Chief Financial Officer (CFO), Head of Internal Audit (HIA),
Company Secretary (CS):

1 The company shall appoint a Chief Financial Officer (CFO), a Complied


Head of Internal Audit (Internal Control and Compliance) and
a Company Secretary (CS). The Board of Directors should
clearly define respective roles, responsibilities and duties of
CFO, The Head of Internal Audit and the CS;
2 The Chief Financial Officer (CFO) and the Company Secretary Complied
(CS) of the Company shall attend the meetings of the Board
of Directors;
3 Audit Committee:
(i) The company shall have an Audit Committee as a sub- Complied
committee of the Board of Directors;
(ii) Assistance of the Audit Committee to Board of Directors; Complied
(iii) The Audit Committee shall be responsible to the Board of Complied
Directors. The duties of the Audit Committee shall be clearly
set forth in writing.;
3.1 Constitution of the Audit Committee:
(i) Compositions (At least three members should be in Audit Complied
Committee);
(ii) Appointment of Members of the Audit Committee (Members Complied
should appointed by the Board with at least one Independent
Director);

Annual Report 2014 27


Apex Tannery Limited

Condition Compliance Remarks


Title
No. status (If any)
(iii) Qualification of Members of the Audit Committee (Members Complied
should be financially literate and at least one (01) member
shall have accounting or related financial management
experience);
(iv) Casual vacancy in Audit Committee shall be filled by the Complied
Board;
(v) The Company Secretary shall act as the Secretary of the Complied
committee;
(vi) The quorum of the Audit Committee (AC) meeting shall not Complied
constitute without at least 1 (one) Independent Director;
3.2 Chairman of the Audit Committee:
(i) The Board of Directors shall select 1 (one) member of the Complied
Audit Committee to be Chairmen of the Audit Committee,
who shall be an Independent Director;
(ii) Chairman of the Audit Committee shall remain present in the Complied
Annual General Meeting (AGM);
3.3 Role of Audit Committee:
(i) Oversee the financial reporting process; Complied
(ii) Monitor choice of accounting policies and principles; Complied
(iii) Monitor Internal Control Risk management process; Complied
(iv) Oversee hiring and performance of external auditors; Complied
(v) Review the annual financial statements before submission to Complied
the board for approval;
CORPORATE GOVERNANCE COMPLIANCE REPORT

(vi) Review the quarterly and half yearly financial statements Complied
before submission to the board for approval;
(vii) Review the adequacy of internal audit function; Complied
(viii) Review statement of significant related party transactions; Complied
(ix) Review Management Letters/ Letter of Internal Control Complied
weakness issued by statutory auditors;
(x) Disclosure about the uses/ applications of funds raised by Complied
IPO/RPO/ Right Issue;
3.4.1 Reporting of the Audit Committee:
(i) The Audit Committee shall report on its activities to the Complied
Board of Directors;
(ii) a) Report on conflicts of interest to the Board of Directors; Not
applicable
(ii) b) Will report any suspected or presumed fraud or irregularities Complied
or material defect in the internal control system to the Board;
(ii) c) Will report any suspected infringement of laws, including Not
securities related laws, rules and regulations to the Board; applicable
(ii) d) Will report any other matters which shall be disclosed to the Not
Board of Directors immediately; applicable
3.4.2 Reporting to the Authorities (BSEC): Not
If any materials impact on the financial condition & results of applicable
operation, unreasonably ignored by the management;

28 Annual Report 2014


Apex Tannery Limited

Condition Compliance Remarks


Title
No. status (If any)
3.5 Reporting to the Shareholders and General Investors: Complied
Report on activities carried out by the Audit Committee, including
any report made to the Board of Directors under condition 3.4.1 (ii)
above during the year, shall be signed by the Chairman of the Audit
Committee and disclosed in the annual report of the issuer company;
4. Engagement of External/ statutory auditors:
(i) Non-engagement of Appraisal or valuation services or fairness opinions; Complied
(ii) Non-engagement in designing Financial information systems Complied
and implementation;
(iii) Non-engagement in Book-keeping; Complied
(iv) Non-engagement in Broker-dealer services; Complied
(v) Non-engagement in Actuarial services; Complied
(vi) Non-engagement in Internal audit services; Complied
(vii) Non-engagement in services that the Audit Committee determines; Complied
(viii) No partner or employees of the external audit firms shall Complied
possess any share of the company they audit at least during
the tenure of their audit assignment of that company;
(ix) Audit/Certification Services on Compliance of Corporate Complied
Governance as required under clause (i) of Condition # 7
5. Subsidiary Company:
(i) Composition of the Board of Directors; Not
applicable
(ii) At least 1 (one) Independent Director to the subsidiary Not

CORPORATE GOVERNANCE COMPLIANCE REPORT


company; applicable
(iii) Submission of minutes to the holding company ; Not
applicable
(iv) Review of minutes by the holding company ; Not
applicable
(v) Review of Financial Statements by holding company; Not
applicable
6. Certification of Chief Executive Officer (CEO) and Chief
Financial Officer (CFO) to the Board:
(i) a) Financial statements do not contain any materially untrue Complied
statement or omit any material fact or contain statements
that might be misleading;
(i) b) Financial statements together present a true and fair view Complied
of the companys affairs and are in compliance with existing
accounting standards and applicable laws;
(ii) No transactions entered into by the Company during the year which Complied
are fraudulent, illegal or violation of the Companys code of conduct;
7. Reporting and Compliance of Corporate Governance:
(i) Obtain certificate about compliance of conditions of Complied
Corporate Governance Guidelines;
(ii) Directors shall state in the Directors report about the compliance Complied
with the conditions of the Corporate Governance Notification;

Annual Report 2014 29


Apex Tannery Limited

CEO AND CFO's CERTIFICATION TO THE BOARD

Dated: 10 August, 2014

The Board of Directors


Apex Tannery Limited
127, Hazaribagh T/A
Dhaka-1209

Dear Sir,

(1) We have reviewed financial statements of the company for the year ended 30th June,
2014 and to the best of our knowledge and belief:

(a) These statements do not contain any materially untrue statements or omit any
material fact or contain statements that might be misleading.
(b) These statements together present true and fair view of the companys affairs
and are in compliance with Bangladesh Accounting Standards (BAS) and other
applicable laws.

(2) There are, to the best of our knowledge and belief, no transaction entered into by
the company during the year which is fraudulent, illegal or violation of the companys
code of conducts.
CEO AND CFO's CERTIFICATION TO THE BOARD

Md. Rahmatullah Anup Kumar Mukherjee


Chief Executive Officer Chief Financial Officer

30 Annual Report 2014


Apex Tannery Limited

ARTISAN BSEC BHABAN (Level-10)


102, Kazi Nazrul Islam Avenue
CHARTERED ACCOUNTANTS Kawran Bazar, Dhaka-1215
Tel: 028189885
Cell: 01922 797 851
e-mail: slm.reza@yahoo.com

Certificate of Compliance to the Shareholders of


APEX TANNERY LIMITED
On the Conditions of Corporate Governance Guidelines

We have reviewed the statement of compliance of conditions of Corporate Governance Guidelines


prepared by the management of Apex Tannery Limited to comply with the Notification No. SEC/
CMRRCD/2006-158/134/Admin/44 dated 7th August 2012 of Bangladesh Securities and Exchange
Commission (BSEC) and subsequent amendments made thereon.

The responsibility for compliance with the conditions of Corporate Governance Guideline is that of
the Board of Directors of the Company. Our responsibility is to review, to the extent where such
compliance can be objectively verified, whether the statement of compliance reflects the status of the

CERTIFICATE OF COMPLIANCE TO THE SHAREHOLDERS


Companys compliance with the provisions of the conditions of Corporate Governance Guidelines and
report if it does not.

Based on our review, we certify that nothing has come to our attention which causes us to believe
that the Statement of Compliance does not appropriately reflect the Companys compliance, in all
material respects, with the best practices contained in the conditions of Corporate Governance as
applicable to the Company for the year ended June 30, 2014.

Md. Selim Reza FCA FCS


Dhaka, 14 August, 2014. Partner
ARTISAN
Chartered Accountants.

Annual Report 2014 31


Apex Tannery Limited

PATTERN OF SHAREHOLDING
As of June 30, 2014
Annexure-1

(a) Parent/Subsidiary/Associated companies and other related parties (name wise


details): N/A

(b) Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head
of Internal Audit and their spouses and minor children (name wise details):

Shares held by
SL Number of
Name Name of Spouse the spouse/
No. Shareholding
Children
01 Directors

i Mr. Syed Manzur Elahi 3,85,550 Mrs. Niloufer Manzur -

ii Mr. Md. Rahmatullah 3,04,800 Mrs. Halima Rahmatullah 1,43,500

iii Mr. Syed Nasim Manzur 3,24,100 Mrs. Samia Huq -

iv Mr. Md. Hedayetullah 3,04,950 Mrs. Afia Hedayetullah -

v Mr. Md. Fayekuzzaman (MD of ICB) 64,34,550 Mrs. Munira Begum -


Mrs. Begum Shamsur
vi Mr. Faruq Ahmad Siddiqi Independent Director - -
Nahar
02 Chief Executive Officer

Md. Rahmatullah 3,04,800 Mrs. Halima Rahmatullah 1,43,500

03 Head of Internal Audit and Director

Md. Hedayetullah 3,04,950 Mrs. Afia Hedayetullah -

04 Chief Financial Officer

Anup Kumar Mukherjee - Mrs. Swapna Mukherjee -

05 Company Secretary
PATTERN OF SHAREHOLDING

Jagadish Kumar Bhanja - Mrs. Nanda Bhanja -

(c) Executives (Top five salaried employees of the company, other than the Directors,
Chief Executive Officer, Company Secretary, Chief Financial Officer and Head of
Internal Audit):

Name Designation Shares held


M. A. Majed Executive Director 4,200

Ansarul Islam Executive Director --

Syed Abdul Matin General Manager (Finance) 50

Md. Sayeed Hossain General Manager (Commercial) --

Md. Nazrul Islam Khan General Manager (Production) --

32 Annual Report 2014


Apex Tannery Limited

AUDIT COMMITTEE REPORT


Background
In accordance to the best practices of Corporate Governance, the Board of Directors of Apex
Tannery Limited established an Audit Committee on April 24, 2006 in its 19th Board Meeting as
per Circulation of SEC Vide order no SEC/CMRRCD/2006-158/ Admin/02-06 dated 9th January,2006
and Status of compliance with the conditions imposed by the Commissions Notification No. SEC/
CMRRCD/2006-158/129/Admin/43 dated 03 July, 2012 issued under section 2CC of the Securities
and Exchange Ordinance, 1969:
The Audit Committee supports the Board in fulfilling its responsibilities more efficiently.

Composition of the Audit Committee


The Audit Committee is now composed of the following members:

Faruq Ahmad Siddiqi, Independent Director Chairman of Audit Committee

Syed Nasim Manzur, Director Member of Audit Committee

Md. Hedayetullah, Director & Head of Internal Audit Member of Audit Committee

Jagadish Kumar Bhanja Company Secretary

The Chief Financial Officer attends the meeting by invitation only as and when necessary. The Company
Secretary functions as the Secretary of the Audit Committee.

Meeting
During the year ended 30th June 2014, the Audit Committee held three meetings. Proceedings of
the Audit Committee Meetings were reported regularly to the Board of Directors. The details of
attendance of the Audit Committee Members have been shown as below:

Audit committee meeting and attendance during the year ended 30th June 2014

Name of Members No. of Meeting Held No. of Meeting attended


Professor Mohammed Farashuddin Ph.d. 3 3
Mr. Syed Nasim Manzur 3 3
Mr. Md.Hedayetullah 3 3

AUDIT COMMITTEE REPORT


Role of the Audit Committee
The Audit Committee assisted the Board of Directors in fulfilling its responsibilities regarding the
Companys accounting and financial reporting process by monitoring the following:

the integrity of the Companys financial statements


the independence , qualifications and performance quality of its external auditors
the Companys system of internal controls
the performance of the Companys internal audit process
the Companys compliance with laws , regulations and code of conduct with a view to safeguard
the interest of all stakeholders of the Company

Summary of Activities
The Audit Committee carried out the following activities during the financial year ended June 30, 2014

Annual Report 2014 33


Apex Tannery Limited

Regulatory Compliance

The Committee examined whether the Companys procedures are in place to ensure compliance with
the laws and regulations framed by the regulatory Authorities (BSEC, DSE , CSE and RJSC)
Internal regulations approved by the Board of Directors

The Company is duly following the rules and regulation of the Regulatory Bodies and also strictly
follows areas with conflict of interest. The Committee was satisfied that the Company substantially
complied with these regulatory requirements.

Financial Reporting
The Committee assisted the Board of Directors and the management to carryout their responsibilities of
preparing true and fair financial statements in accordance with the books of accounts and Bangladesh
Accounting Standards by:

Reviewing the adequacy and effectiveness of the internal control system and procedures in order
to provide reasonable assurance that all transactions are accurately and completely recorded in
the books of account
Reviewing the integrity of the process by which financial statements are prepared from the books
of account
Reviewing the process by which compliance of provision of Bangladesh Accounting Standards.

The Committee also reviewed

The quarterly, half yearly and interim financial statements of the Company prior to recommending
them for the approval by the Board
The annual audited financial statements of the company with external auditors prior to submission
to the Board for approval. The review focused particularly on changes of accounting policy and
compliance with applicable accounting standards as adopted in Bangladesh and other legal &
regulatory requirements

Internal Control
The Committee examined whether the management has set up the appropriate compliance culture
across the Company in order to ensure that all employees have a clear understanding of their
roles and responsibilities. The Committee reviewed the arrangements made by the management for
AUDIT COMMITTEE REPORT

building up a suitable Management Information System (MIS) including computerized systems and
its applications there of.

Internal Audit
The Committee reviewed and discussed the relevant reports of special investigations which were
submitted by the Audit Team. They are as follows:

The annual audit plan for adequacy of scope and comprehensive coverage of these activities of
the Company.
the audit programs resource requirements for the year and assessed the performance of the
internal audit functions
The internal audit reports, audit recommendations and management responses to these
recommendations and actions taken to improve the system of internal control and procedures.
Exercise Internal Audit of Apex Tannery Limited. Review the effectiveness of Internal Audit
functions including performance and compliance with professional standards. Examine audit
findings and material weakness and monitor implementation of audit action plans.

34 Annual Report 2014


Apex Tannery Limited

The Committee advised the management to take effective steps for rectification of all the lapses and
weaknesses identified by internal audit and to take utmost care, so that such weaknesses and lapses
shall not be repeated in future. Department heads attended the meetings when their reports were
discussed.

External Audit
The Committee met with the external auditors at the conclusion of the annual audit and exchanged
views on their Audit Report. The Committee reviewed the findings and recommendations made by
the external auditors in order to remove the weaknesses as detected in the external auditing process.

The Committee reviewed the performance of the External Auditors and recommended to the Board
on their appointment and fees.

Approval of Financial Statements


The Audit Committee reviewed and examined the Annual Financial Statements 2014 prepared by
the Management and audited by the External Auditors Choudhury Bhattacharjee & Co., Chartered
Accountants and recommended to place the same before the Board for consideration.

The Board approved the same at its 270th meeting held on 10th August 2014.

Acknowledgement
The Audit Committee expressed of sincere thanks to the Chairman and members of the Board,
management and the Auditors for their support in carrying out its duties and responsibilities
effectively.

On behalf of the Audit Committee,

AUDIT COMMITTEE REPORT


Faruq Ahmad Siddiqi
Chairman of Audit Committee

Annual Report 2014 35


Apex Tannery Limited

AUDITORS REPORT
To The Shareholders of Apex Tannery Limited
We have audited the accompanying Financial statements of Apex Tannery Limited which
comprises the statement of financial position as of 30 June 2014, statement of Comprehensive
Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended and a
summary of significant accounting policies and other explanatory notes.

Managements Responsibilities for the Financial Statements


Management is responsible for the preparation and fair presentation of these financial statements
in accordance with Bangladesh Financial Reporting Standards (BFRS), the Companies Act 1994, the
Securities and Exchanges Rules 1987 and other applicable laws and regulations. This responsibility
includes: designing, implementing, and maintaining internal control relevant to the preparation and
fair presentation of financial statements that are free from material misstatement, whether due
to fraud or error; selecting and applying appropriate accounting policies; and making accounting
estimates that are reasonable in the circumstances.

Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial statements. The procedures selected depend on the auditors judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the entitys
preparation and fair presentation of the financial statements in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entitys internal control. An audit also includes evaluating appropriateness of
accounting policies used and the reasonableness of accounting estimates made by management, as
well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.

Opinion
In our opinion, the Financial Statements prepared in accordance with Bangladesh Financial Reporting
Standards, give a true and fair view of the state of the companys affairs as of 30 June, 2014 and of
the results of its operations and its cash flows for the year then ended and comply with the companies
Act 1994, the Securities and Exchanges Rules 1987 and other applicable laws and regulations.

Further to our opinion in the above paragraph, we state that:


1. We have obtained all the information and explanations which to the best of our knowledge and
AUDITORS' REPORT

belief were necessary for the purpose of our audit and made due verification thereof;
2. In our opinion, proper books of account as required by law have been kept by Apex Tannery
Limited so far as it appeared from our examination of those books;
3. The companys Statement of Financial Position, Statement of Comprehensive Income and its
Statement of Cash Flows dealt with by the report are in agreement with the books of account
and returns;
4. The expenditure incurred was for the purpose of the companys business.

Dated: Dhaka B. K. Bhattacharjee, FCA


August 18, 2014 Partner
Chowdhury Bhattacharjee & Co.
(Chartered Accountants)

36 Annual Report 2014


Apex Tannery Limited

APEX TANNERY LIMITED


Statement of Financial Position As of June 30, 2014

Taka in thousand
Notes As of As of
June 30, 2014 June 30, 2013
Assets
Non current assets
Property, plant and equipment 4 277,953 280,531
Investments 5 51,957 40,078
Deferred tax assets 6 5,045 3,182
334,955 323,791
Current assets
Inventories 7 450,624 401,762
Trade and other receivables 8 161,361 184,763
Advances, deposits and prepayments 9 171,187 171,037
Cash & cash equivalents 10 366,897 354,794
1,150,069 1,112,356
Total Assets 1,485,024 1,436,147

Equity and Liabilities


Shareholders equity
Share capital 11 152,400 152,400
Share premium 425,333 425,333
Dividend equalization fund 44,888 44,888
Retained earnings 425,244 402,180
Fair valuation surplus of investment 12 44,401 32,522
1,092,266 1,057,323
Non Current liabilities
Retirement benefit obligations 13 79,688 67,350
Current liabilities

STATEMENT OF FINANCIAL POSITION


Short-term loan 14 90,957 214,530
Working capital loan 15 139,219 397
Trade payables 16 6,159 18,367
Other payables 17 16,722 19,599
Provision for income-tax 18 60,013 58,581
313,070 311,474
Total Equity and Liabilities 1,485,024 1,436,147
The annexed notes form an integral part of these financial statements
For and on behalf of the Board of Directors

Md. Rahmatullah Md. Fayekuzzaman Jagadish Kumar Bhanja


Managing Director Director Company Secretary

Signed in terms of our annexed report of even date

Dated: Dhaka B. K. Bhattacharjee, FCA


August 18, 2014 Partner
Chowdhury Bhattacharjee & Co.
(Chartered Accountants)

Annual Report 2014 37


Apex Tannery Limited

APEX TANNERY LIMITED


Statement of Comprehensive Income For the Year Ended June 30, 2014

Taka in thousand
Year Ended Year Ended
Notes June 30, 2014 June 30, 2013

Sales 20 3,793,167 3,248,799

Cost of sales
Cost of goods sold 21 (3,497,402) (2,929,880)
Freight & forwarding 22 (70,001) (65,610)
(3,567,403) (2,995,490)
Gross profit 225,764 253,309
Operating expenses
Administrative expenses 23 (34,515) (34,808)
Marketing expenses 24 (107,080) (105,359)
Directors remuneration (8,550) (6,840)
Legal & audit fees 25 (513) (492)
Depreciation 4A (6,300) (5,771)
(156,958) (153,270)
Operating Profit 68,806 100,039
Bank interest expenses & charges 26 (18,595) (29,954)
Non operating income
Other income 27 62,064 62,262
Profit for the year 112,275 132,347
Contribution to workers profit participation fund (5,344) (6,300)
Profit before income tax 106,931 126,047
Income tax
Current tax expenses 28 (24,770) (26,115)
Deferred tax income 29 1,863 225
(22,907) (25,890)
Net profit after tax 84,024 100,157
STATEMENT OF COMPREHENSIVE INCOME

Other Comprehensive Income


Fair valuation surplus of investments (unrealized) 11,879 (2,078)
Total comprehensive Income 95,903 98,079

Earnings per share without fair valuation surplus 30 5.51 6.57

The annexed notes form an integral part of these financial statements


For and on behalf of the Board of Directors

Md. Rahmatullah Md. Fayekuzzaman Jagadish Kumar Bhanja


Managing Director Director Company Secretary

Signed in terms of our annexed report of even date

Dated: Dhaka B. K. Bhattacharjee, FCA


August 18, 2014 Partner
Chowdhury Bhattacharjee & Co.
(Chartered Accountants)

38 Annual Report 2014


Apex Tannery Limited

APEX TANNERY LIMITED


Statement Of Cash Flow For The Year Ended June 30, 2014

Taka in thousand
Year Ended Year Ended
June 30, 2014 June 30, 2013
A. Cash flow from operating activities:
Collections from turnover/bills receivable and other income 3,876,454 3,301,658
Payments for purchase of leather, chemicals, spare-parts,
payments of creditors and other expenses (3,734,631) (2,753,756)
Payments to workers profit participation fund (18,595) (29,954)
Interest paid (6,350) (6,546)
Income tax paid (41,177) (37,181)
Net cash generated by operating activities 75,701 474,221

B. Cash flow from investing activities:


Acquisition of property, plant and equipment (20,067) (62,107)
Advance payment for land at Savar - (6,077)
Net cash used in investing activities (20,067) (68,184)

C. Cash flow from financing activities:


Loans received/ (paid) 15,249 (218,102)
Dividend received / (paid) (58,780) (50,943)
Net cash used in financing activities (43,531) (269,045)
Increase / (decrease) in cash and cash
equivalents (A+B+C) 12,103 136,992
Opening cash and cash equivalents 354,794 217,802
Closing cash and cash equivalents 366,897 354,794

The annexed notes form an integral part of these financial statements

STATEMENT OF CASH FLOW


For and on behalf of the Board of Directors

Md. Rahmatullah Md. Fayekuzzaman Jagadish Kumar Bhanja


Managing Director Director Company Secretary

Signed in terms of our annexed report of even date

Dated: Dhaka B. K. Bhattacharjee, FCA


August 18, 2014 Partner
Chowdhury Bhattacharjee & Co.
(Chartered Accountants)

Annual Report 2014 39


Apex Tannery Limited

APEX TANNERY LIMITED


Statement Of Changes In Equity For The Year Ended June 30, 2014

Taka in thousand
Dividend Fair
Share Share Retained
Particulars equalization Valuation
Capital Premium Earnings Total
Fund Surplus

As at June 30,2013 152,400 425,333 44,888 402,180 32,522 1,057,323

Net Profit 84,024 - 84,024

Cash dividend for 2012-2013 (60,960) - (60,960)

Fair Valuation Surplus 11,879 11,879

As at June 30,2014 152,400 425,333 44,888 425,244 44,401 1,092,266

For the year ended June 30, 2013


Taka in thousand
Dividend Fair
Share Share Retained
Particulars equalization Valuation
Capital Premium Earnings Total
Fund Surplus

As at June 30,2012 152,400 425,333 44,888 355,363 34,600 1,012,584

Net Profit 100,157 - 100,157

Cash dividend for 2011-2012 (53,340) - (53,340)

Fair Valuation Surplus (2,078) (2,078)

As at June 30,2013 152,400 425,333 44,888 402,180 32,522 1,057,323

The annexed notes form an integral part of these financial statements


For and on behalf of the Board of Directors
STATEMENT OF CHANGES IN EQUITY

Md. Rahmatullah Md. Fayekuzzaman Jagadish Kumar Bhanja


Managing Director Director Company Secretary

Signed in terms of our annexed report of even date

Dated: Dhaka B. K. Bhattacharjee, FCA


August 18, 2014 Partner
Chowdhury Bhattacharjee & Co.
(Chartered Accountants)

40 Annual Report 2014


Apex Tannery Limited

APEX TANNERY LIMITED


Notes To The Financial Statements For The Year Ended June 30, 2014

1. Reporting entity

a) Company profile
Apex Tannery is the largest tannery in Bangladesh and one of the largest in South Asia. It is a
100% export oriented company. The company is using state of the art machineries from Italy,
France and Germany. Apex Tannery Limited was incorporated as a private limited company
on 26th day of July 1976 under Companies Act 1913 and was converted into a public limited
company in 1986. The shares of the Company are publicly traded at Dhaka Stock Exchange
Limited and Chittagong Stock Exchange Limited. The address of the registered office is 127
Hazaribagh T/A, Dhaka-1209.

b) Nature of business
The principal activities of Apex Tannery are to produce high quality leather, by using Italian
chemicals, technology, complying with world fashion standards and specifications. Its annual
capacity is about 26 million Sft. of finished goat and cow leather. Apex exports to Europe,
China, South America and all major leather market of the world. It has two manufacturing
facilities; Unit I situated at Hazaribagh and Unit II situated at Shafipur, Gazipur both engaged
in processing and finishing cow and goat leather for 100% export. U nit II has been leased out
to Apex Footwear Ltd. for 10 years from 01.10.2011.

2. Basis of preparation of financial statements


a) Statement of compliance
The financial statements have been prepared in accordance with Bangladesh Accounting
Standards (BAS), Bangladesh Financial Reporting Standards (BFRS), Companies Act 1994 and
other applicable laws and regulations.
b) Basis of measurement
The financial statements have been prepared on historical cost basis except
i. Note 5: Investment in Marketable Securities which is measured at fair value
ii. Note 13: Retirement benifit obligations

NOTES TO THE FINANCIAL STATEMENTS


c) Date of authorization
The board of directors has authorized these financial statements on August 10, 2014
d) Functional and presentation currency
These financial statements are presented in Bangladesh Taka which is the companys functional
currency. All financial information presented in Taka have been rounded off to the nearest Taka
in thousand (Taka 000)
e) 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 reported amounts of
assets, liabilities, income and expenses. Estimates and underlying assumptions are reviewed
on an on going basis. Revisions of accounting estimates are recognized in the period in which
the estimates are revised or any future periods affected.
In particular, information about significant areas of estimates and judgments in applying
accounting policies that have the most significant effect on the amount recognized in the
financial statements are described in the following notes:
Note 7 Inventory valuation
Note 6 Deferred tax assets
Note 18 Provision for tax

f) Reporting period
The reporting period of the company covers one year from July 1, 2013 to June 30, 2014

Annual Report 2014 41


Apex Tannery Limited

3. Significant accounting policies


The accounting policies set out below have been applied consistently to all period presented in these
financial statements.

a. Property, plant & equipment


I. Recognition and measurement: Property, plant & equipment (PPE) are initially measured
at cost. After initial recognition an item of PPE carried at cost less accumulated depreciation in
accordance with BAS 16 Property plant & equipment. Cost of PPE represents cost of purchase
price, import duties and non refundable purchase taxes after deducting trade discounts and rebates
and any cost directly attributable to bringing the assets to the location and condition necessary for
it to be capable of operating in the manner intended by management.

II. Subsequent cost: The costs of the day-to-day servicing of PPE are recognized in the
Statement of Comprehensive Income. The costs of replacing of PPE are recognized in the carrying
amount of the item if it is probable that the future economic benefits embodied within the part will
flow to the Company and its cost can be measured reliably.

III. Depreciation: The Company uses reducing balance method to depreciate property, plant
& equipment. No depreciation is charged on Land and Land development. Full year depreciation is
charged when the PPE is placed in service regardless of which month the PPE is placed in service. In
case of disposals, no depreciation is charged during the year of its disposal. The annual depreciation
rates applicable to the principal categories are:
Building 10%
Plant & machinery 15%
Furniture & fittings 10%
Vehicles 20%
Depreciation has been charged to cost of goods sold & administrative expenses consistently.

b. Inventories
Inventories comprise of raw materials, work-in-progress and finished goods, chemicals and
spare-parts. They are stated at a lower of cost and net realizable value, in accordance with BAS 2
Inventories. The cost of inventories is measured by using the weighted average cost formula. The
cost of inventories represents all costs of purchase, costs of conversion and other costs incurred in
bringing the inventories to their present location and condition. Net realizable value is the estimated
selling price in the ordinary course of business less the estimated cost of completion and selling
expenses.

c. Trade and other receivables


NOTES TO THE FINANCIAL STATEMENTS

These are carried at original invoice value considered good and collectible.

d. Cash and cash equivalents


Cash and cash equivalents comprises cash in hand, cash at Bank and FDR which is readily convertible
to a known amount of cash and be subject to an insignificant risk of changes in value.

e. Trade and other payables


These are recognized for amounts to be paid in the future for goods and services.

f. Income Taxes

I) Current Income Tax


The corporate tax rate for publicly listed companies is 27.50%. However companies deriving income
from export are entitled to exemption of 50% tax on such income. Since the company is 100%
export-oriented, 50% of trading income will not be subject to tax under paragraph 28 of Part A of
the Sixth Schedule of the IT Ordinance, 1984. The provision made has been calculated on the above
basis, which is adequate.

II) Deferred Income Tax


Deferred tax is recognized on differences between the carrying amounts of assets and liabilities for
financial reporting purpose and the corresponding tax bases used for taxation purpose. Deferred tax
liabilities are generally recognized for all taxable temporary differences, and deferred tax assets are
generally recognized for all deductible temporary differences to the extent that it is probable that
taxable profit will be available against which those deductible temporary differences can be utilized.

42 Annual Report 2014


Apex Tannery Limited

g. Employee Benefits
The Company maintains both defined contribution plan (provident fund) and defined benefit plan
(gratuity) for its eligible permanent employees.

I) Defined contribution plan (Provident fund)


The Company operates a contributory Provident fund for its eligible permanent employees. The
fund is approved by the National Board of Revenue (NBR). The fund is administered by a Board of
Trustee and is funded by contribution partly from the employee and partly from the Company at
predetermined rates. The contribution is invested separately from the Companys assets.

II) Defined benefit plan (Gratuity)


The Company maintains an unrecognized gratuity fund for its permanent employees, under which an
employee is entitled to the benefits depending on the length of services and last drawn basic salary.
h. Statement of Cash Flow
Cash flow from operating activities have been presented under direct method.
i. Transaction with related parties
The company has carried in arm's length transactions with Apex Footwear Limited , Pioneer Insurance
Company Limited and Mutual Trust Bank Ltd. in the normal course of business.

j. Comparative information
Figures of the year 2012-2013 have been rearranged whenever considered necessary to ensure
comparability with the current period.

k. Foreign currency transaction


Transactions in foreign currencies are converted into Bangladesh Taka at the exchange rate prevailing on the
date of transaction in accordance with provisions of BAS 21 The effects of changes in foreign currency rates.

l. Revenue recognition
i. Sales of Goods The Company recognizes revenue when risk and rewards associated with
ownership has been transferred to the buyer, which satisfied all the conditions for the revenue
recognition as provided in BAS 18 Revenue Recognition.
ii. Dividend
iii. Interest
iv. Rental Income Recognition when accrued on the Tenancy agreement basis

m. Earnings per share (EPS)


The Company calculates Earnings per share (EPS) in accordance with BAS 33 Earnings per share

NOTES TO THE FINANCIAL STATEMENTS


which has been shown on the face of Statement of Comprehensive Income.

n. Components of the Financial Statements


According to the Bangladesh Accounting Standard (BAS) 1 presentation of Financial Statements,
the complete set of Financial Statements includes the following components:
i. Statement of Financial Position (Balance Sheet) as at June 30, 2014.
ii. Statement of Comprehensive Income (Profit and loss Account) for the year ended June 30, 2014.
iii. Statement of Cash Flow for the year ended June 30, 2014.
iv. Statement of Changes in Equity for the year ended June 30, 2014.
v. Accounting policies and explanatory notes.

o. Subsequent Disclosure of events occurring after the Reporting Period


There is no adjusting event between the end of the reporting period and the date when financial
statements are authorized for issue of such importance non-disclosure of which would affect the
availability to the user of the financial statements to make proper evaluation and decision.
p. Impairment
The carrying amount of assets other than inventories and deferred tax assets are reviewed at each
financial position date to determine whether there is any indication of impairment. If any such indication
exists, the recoverable amount is estimated. An impairment loss is recognized in the Statement of
Comprehensive Income when the carrying amount of the asset exceeds its recoverable amount.

q. Segment reporting:
As there is a single business and geographic segment within which the company operates as such
no segment reporting is felt necessary

Annual Report 2014 43


Apex Tannery Limited

4. PROPERTY, PLANT & EQUIPMENT

Plant & Furniture Total This Total


Particulars Land Building Vehicles
Machinery & Fittings Year Previous Year

COST
Unit I 134,847,790 41,031,128 327,444,749 25,590,224 87,937,628 616,851,519 596,784,431
Unit II 12,769,246 121,196,341 113,940,412 883,041 486,500 249,275,540 249,275,540
147,617,036 162,227,469 441,385,161 26,473,265 88,424,128 866,127,059 846,059,971

DEPRECIATION
Unit I 0 36,948,173 259,334,024 20,826,688 64,852,715 381,961,600 363,187,889
Unit II 0 98,791,081 106,215,850 722,764 483,122 206,212,817 202,341,533
0 135,739,254 365,549,874 21,549,452 65,335,837 588,174,417 565,529,422
Carrying Value 147,617,036 26,488,215 75,835,287 4,923,813 23,088,291 277,952,642 280,530,550

A) Schedule of property, plant & equipment- Unit I as at June 30, 2014


Sl Building Plant & Furniture Total This Total
Particulars Land Vehicles
No. Machinery & Fittings Year Previous Year

COST
1 As at 01.07.13 134,847,790 40,643,128 316,042,161 25,313,724 79,937,628 596,784,431 534,677,629
2 Addition this year - 388,000 11,402,588 276,500 8,000,000 20,067,088 62,106,802
3 As at 30.6.14 (1+2) 134,847,790 41,031,128 327,444,749 25,590,224 87,937,628 616,851,519 596,784,431
4 Carrying value
as at 30.06.13
134,847,790 4,148,617 68,727,676 5,016,317 20,856,142 233,596,542 189,850,514
NOTES TO THE FINANCIAL STATEMENTS

DEPRECIATION
5 Charged on (2+4) 134,847,790 4,536,617 80,130,264 5,292,817 28,856,142 253,663,630 251,957,316
6 Rate (%) 0 10 15 10 20
7 During the year 0 453,662 12,019,539 529,281 5,771,228 18,773,711 18,360,775
8 As at 30.06.13 0 36,494,511 247,314,485 20,297,407 59,081,487 363,187,889 344,827,114
9 As at 30.06.14 (7+8) 0 36,948,173 259,334,024 20,826,688 64,852,715 381,961,600 363,187,889
10 Carrying value
as at 30.06.14
134,847,790 4,082,955 68,110,725 4,763,536 23,084,913 234,889,919 233,596,542

Cost of Production 12,473,201


Profit & Loss Account 6,300,510
18,773,711

Addition of plant & machinery represents purchase of dyeing and measuring machine
Vehicle purchased for management
Addition of furniture & fittings represent purchase of computer, printer and ancillaries
There are no intangible assets
Depreciation has been charged on reducing balance method
There is no contract for capital expenditure to be executed and not provided for in the financial statements

44 Annual Report 2014


Apex Tannery Limited

B) Schedule of property, plant & equipment -Unit II as at June 30, 2014

Sl Plant & Furniture Total This Total


Particulars Land Building Vehicles
No. Machinery & Fittings Year Previous Year

COST

1 As at 01.07.13 12,769,246 121,196,341 113,940,412 883,041 486,500 249,275,540 249,275,540

2 Addition this year 00 00 00 00 00 00 00

3 As at 30.6.14(1+2) 12,769,246 121,196,341 13,940,412 883,041 486,500 249,275,540 249,275,540

4 Carrying value
as at 30.06.13 12,769,246 24,894,733 9,087,720 178,086 4,222 46,934,007 51,324,647

DEPRECIATION

5 Charged on (2+4) 12,769,246 24,894,733 9,087,720 178,086 4222 46,934,007 51,324,647

6 Rate (%) 0 10 15 10 20

7 During the year 0 2,489,473 1,363,158 17,809 844 3,871,284 4,390,640

8 As at 30.06.13 0 96,301,608 104,852,692 704,955 482,278 202,341,533 197,950,893

9 As at 30.06.14 (7+8) 0 98,791,081 106,215,850 722,764 483,122 206,212,817 202,341,533


10 Carrying value
as at 30.06.14 12,769,246 22,405,260 7,724,562 160,277 3,378 43,062,723 46,934,007

Depreciation of Unit II Taka 3,871,284 charged against rental income

As of As of

NOTES TO THE FINANCIAL STATEMENTS


June 30, 2014 June 30, 2013
Taka Taka

5. INVESTMENTS
Apex Footwear Limited (136,700 shares @ 338.30) 46,245,610 34,366,380

Central Depository Bangladesh Limited (571,181 shares @ 10.00) 5,711,810 5,711,810

51,957,420 40,078,190

Investment in shares of apex footwear limited has been recorded at fair value as per BAS-39. the quoted price was
taka 338.30 per taka 10 each share as at june 30, 2014 and companys cost price for 136,700 shares was taka
13.49 per taka 10 each share.

Annual Report 2014 45


Apex Tannery Limited

As of As of
June 30, 2014 June 30, 2013
Taka Taka
6. DEFERRED TAX LIABILITIES / (ASSETS)
(5,045,074) (3,181,848)
Deferred tax assets (10,957,144) (9,260,579)
Deferred tax liabilities 5,912,070 6,078,731

6.1 Deferred tax assets

Provision for gratuity (10,957,144) (9,260,579)

6.2 Deferred tax liabilities


Property, plant & equipment 5,912,070 6,078,731

7. INVENTORIES
Total Taka Total Taka
as of as of
Sft. June 30, 2014 June 30, 2013
Goatskins
- Raw 185,325 12,694,732 10,084,368
- Wetblue 420,355 32,577,536 25,587,284
- Work in Process 108,498 8,625,566 7,004,582
- Crust/Finished 426,891 40,341,171 31,103,374
Cowhides
- Raw 293,641 29,951,337 33,467,431
- Wetblue 634,948 73,812,674 80,571,997
- Work in Process 108,606 14,471,718 14,464,470
- Crust/Finished 508,886 75,442,329 81,460,434
Chemicals 139,461,034 106,324,950
NOTES TO THE FINANCIAL STATEMENTS

Spare-parts 23,246,078 11,693,559


450,624,175 401,762,449

Inventories are valued at lower of cost price and net realizable value.
Inventories at the end of the year are equivalent to 46 days consumption based on current years
cost of goods sold.
A team, consisting of Auditors and Management staff, carried out physical verification of the
inventories as of June 30, 2014.
Inventories were hypothecated to Agrani Bank, Amin Court branch as security of working capital loan.

8. TRADE AND OTHER RECEIVABLES


Export bills receivable 152,772,984 176,137,516
Rental income receivable 5,000,000 5,000,000
Interest on FDR 3,587,296 3,625,835
161,360,280 184,763,351

Most of the above bills receivable remained from the sales of June 2014 and were considered
good which will be collected within 90 days.
Rental income receivable from Apex Footwear Limited.

46 Annual Report 2014


Apex Tannery Limited

Total Taka Total Taka


as of as of
June 30, 2014 June 30, 2013
9. ADVANCE, DEPOSITS & PREPAYMENTS
L/C accounts (Goods in transit) 9,783,973 14,221,506
Advance income-tax 94,996,148 77,155,982
Advance rent 1,451,833 1,541,833
Advance for land 41,033,975 41,033,975
Advance to staff and workers 912,700 1,657,500
Advance to suppliers & Contractors 15,875,181 28,292,890
Bank guarantee margin 731,764 731,764
Security deposit 6,401,200 6,401,200
171,186,774 171,036,650

L/C accounts (goods-in-transit) represent cost incurred on import of chemicals, spare parts
which will be adjusted against respective inventory items
Advance income taxes are made to statutory authorities
Rental agreement made with Rana Leather Industries Ltd. for using their premises
Advance due from staff & workers are regularly being realized through their salaries
Advances to suppliers mainly given to suppliers of rawhides and skins. Advances considered
good but have no security other than personal security of the concerned parties
In the opinion of the Directors, all current assets, investments, loans and advances have, on
realization in the ordinary course of business, a value at least equal to the amounts at which
they are stated in the Statement of Financial Position
There is no amount of loans and advances due for payment for a period of more than 12
months from the date of Statement of Financial Position
There is no aggregate amount due from Directors, Officers of the Company or by any
associated companies

NOTES TO THE FINANCIAL STATEMENTS


There are no claims against the company, which can be acknowledged as bad debt

10. CASH AND CASH EQUIVALENTS

Cash in hand
Head Office 3,560,827 8,013,016
Factory 242,262 249,036
Cash at Banks
Agrani Bank Ltd. 24,996,762 48,904,443
Rupali Bank Ltd. 10,010,186 2,416
Mercantile Bank Ltd. 5,554,296 4,637,318
Mutual Trust Bank Ltd. 163,729 140,186
State Bank of India 5,749,650 3,869,163
FDR 316,619,345 288,977,872
366,897,057 354,793,450

Cash balances were physically verified and bank balances were reconciled

Annual Report 2014 47


Apex Tannery Limited

Total Taka Total Taka


as of as of
June 30, 2014 June 30, 2013
11. SHARE CAPITAL
Authorized Capital 500,000,000 500,000,000

Issued, subscribed & fully paid-up capital 152,400,000 152,400,000

Distribution schedule showing the number of shareholders and their share holdings in percentage has
been disclosed below:

Number
Total
Of share Range of Holdings %
Holdings
Holders
8,726 Less than & equal 5,000 shares 3,646,000 23.92
180 5,001 shares to 50,000 shares 2,309,450 15.15
8 50,001 shares to 100,000 shares 635,400 4.17
5 100,001 shares to 200,000 shares 761,200 5.00
- 200,001 shares to 300,000 shares - -
4 300,001 shares to 400,000 shares 1,319,400 8.66
- 400,001 shares to 500,000 shares - -
2 500,001 shares to 1000,000 shares 1,628,100 10.68
2 over 1000,000 share 4,940,450 32.42
8927 15,240,000 100.00

12. FAIR VALUATION SURPLUS OF INVESTMENTS


Investment in Apex Footwear Limited:
Fair valuation surplus as of 30-06-2013 32,522,297
Fair value of 136,700 shares @ 338.30 as of 30-6-2014 46,245,610
Fair value of 136,700 shares @ 251.40 as of 30-6-2013 (34,366,380) 11,879,230
Fair valuation surplus as of 30-06-2014 44,401,527
NOTES TO THE FINANCIAL STATEMENTS

13. RETIREMENT BENEFIT OBLIGATIONS


Opening balance 67,349,763 58,142,696
Provision for the year 14,047,559 10,779,347
Payments during the year (1,708,901) (1,572,280)
Closing balance 79,688,421 67,349,763

14. SHORT-TERM LOAN 90,956,925 214,529,733

Short-term loan taken from Agrani Bank Ltd., Amin Court Branch, Motijheel C/A, Dhaka-1000 as
KORBANI ADVANCE for procurement of raw hides and skins after Korbani. This loan was sanctioned by
Agrani Bank Ltd. against existing fixed assets and inventory as securities.

15. WORKING CAPITAL LOAN


Agrani Bank 139,219,061 397,118

The company has taken cash-credit (hypothecation) facilities from Agrani Bank, Amin Court Branch, Motijheel
C/A, Dhaka-1000 against existing fixed assets and inventories as securities. Apart from the above, company
has no other short term credit facilities.

16. TRADE PAYABLES


Hides & Skins 6,158,818 18,367,025
This represents the amount payable for raw skins & hides, which is adjusted on recoverable basis.

48 Annual Report 2014


Apex Tannery Limited

Total Taka Total Taka


as of as of
June 30, 2014 June 30, 2013
17. OTHER PAYABLES
Contribution to WPP & WF 5,412,341 6,418,544
Liabilities for freights, spare parts & other expenses 11,155,811 13,048,818
Audit fees 153,333 132,250
16,721,485 19,599,612

Contribution to WPP & WF duly paid


Payment against outstanding expenses were made subsequently in due time. For other credits,
payments are generally made by due date
There are no current liabilities due for more than 12 months
In the opinion of the Directors, no liabilities in the Statement of Financial Position are at a value less
than the amount at which it is repayable at the date of the Statement of Financial Position

18. PROVISION FOR INCOME TAX


Balance as per last year 58,580,903 59,937,803
Add: During the year 24,769,819 26,114,417
83,350,722 86,052,220
Adjustment of income tax for assessment year 2010-2011 - (27,471,316)
Adjustment of income tax for assessment year 2011-2012 (23,337,253) -
60,013,469 58,580,904

Year Ended Year Ended


June 30, 2014 June 30, 2013

19. PROPOSED DIVIDEND 68,580,000 60,960,000

NOTES TO THE FINANCIAL STATEMENTS


The Board of Directors proposed dividend @45% for the year at the Board Meeting held on August 10, 2014.

The proposed dividend is not recognized as a liability at the Statement of Financial Position date in accordance
with Bangladesh Accounting Standard (BAS) 10 Events after the Reporting Date
Bangladesh Accounting Standard (BAS) 1 Presentation of Financial Statements also require that the dividend
proposed after the Statement of Financial Position date but before the financial statements are authorized for
issue, be disclosed either on the face of the Statement of Financial Position as a separate component of equity
or in the notes to the financial statements
The provision of Companies Act, 1994, requires that dividend stated to be in respect of period covered by
the financial statements and that are proposed or declared after the Statement of Financial Position date but
before approval of the financial statements should be either adjusted or disclosed
Considering the requirements of BAS-1, BAS-10 and Companies Act 1994, proposed dividend has been
disclosed in the financial statements and not shown as liability

20. SALES

Sft. Taka Taka

Finished Cow Leather 19,794,076 3,086,144,472 2,618,538,677

Finished Goat Leather 5,949,062 707,022,209 630,260,035

25,743,138 3,793,166,681 3,248,798,712

Annual Report 2014 49


Apex Tannery Limited

Year Ended Year Ended


June 30, 2014 June 30, 2013
21. COST OF GOODS SOLD
Opening stock 1,045,397 112,563,808 241,924,857
Add: Cost of production 25,633,518 3,500,621,039 2,800,518,912
Less: Closing stock 935,777 115,783,500 112,563,808
Cost of goods sold 25,743,138 3,497,401,347 2,929,879,961

Cost of production
Goatskins consumed 31 407,255,243 402,058,324
Cowhides consumed 32 2,002,540,536 1,370,197,819
Chemicals 33 806,964,567 775,822,098
Spare parts 34 14,842,900 23,639,389
Packing materials 5,636,400 3,734,552
Direct labour 95,595,704 74,388,959
Depreciation 4A 12,473,201 12,589,371
Factory overhead 35 155,312,488 138,088,400
3,500,621,039 2,800,518,912
22. FREIGHT & FORWARDING 70,001,293 65,610,421
Freight and forwarding represents cost of shipment of finished leather.

23. ADMINISTRATIVE EXPENSES


Salary & allowances 19,336,295 16,592,791
Gratuity 2,162,823 4,514,580
Staff welfare 2,395,198 2,151,404
Telephone, telex & fax 221,393 190,571
Repairs & maintenance 274,550 197,830
Printing & stationery 199,203 252,085
Postage 40,875 40,897
Vehicle maintenance 1,227,857 1,431,088
Fuel & lubricant 1,767,418 1,790,373
Electricity & water 1,457,057 1,293,159
Social responsibilities (CSR) 882,690 2,771,054
Renewal & registration 770,966 13,505
NOTES TO THE FINANCIAL STATEMENTS

Advertisement 803,985 977,546


Entertainment 229,852 193,595
AGM and EGM expenses 1,793,719 1,628,342
Forms & fees 303,954 214,050
Membership subscription 329,367 301,218
Board meeting fees 317,400 253,500
34,514,602 34,807,588
Salary & allowances and Staff welfare increased because of annual increment
Telephone bill increased due to more overseas call with customers
Repairs & maintenance increased because of repairs of air conditioner
Electricity & water increased due to rate increase
Renewal & registration increased due to increase of fees for Bond License
Entertainment expenses increased due to increased cost of food
Forms & fees increased due to increase of credit rating fees
Membership subscription increased due to increase of subscription fee

24. MARKETING EXPENSES


Sales commission 89,802,711 81,224,288
Sales promotion 17,277,391 24,134,343
107,080,102 105,358,631

Sales commission increased due to increase of sales volume.


Details of sales commission paid to agents are given on the next page.

50 Annual Report 2014


Apex Tannery Limited

Sales commission:
We certify that the local & foreign agents, whose details are given below, have no connection whatsoever
with any Director.

Local/Foreign Agent Address Amount in Taka

ABC Leather House # 50/1(1st floor) Road # 11/A, Dhanmondi, 3,070,345


Dhaka-1209
Abedin Corporation House # 50/1(1st floor) Road # 11/A, Dhanmondi, 8,576,071
Dhaka-1209
Bangla Leather Corp. 124 Hazaribagh T/A, Room # 43-44, Dhaka- 1209. 89,836
Ashok Lal Lala A-15, Sector-9, Noida, India 2,562,020
BBK Leather (P) Ltd. 41 Sipcot Industrial Complex, RANIPET 632403 160,784
Europa International House # 61, Road # 4, Block # B, section 12 213,289
Mirpur, Dhaka- 1216
CFS Trade International. 41/3-A, Moneshwar Road, Zigatola, Hazaribagh, 473,704
Dhaka-1209
Exclusive Chemicals 124, Hazaribagh T/A, Dhaka Tannery Block, 69,085
Dhaka-1209
Eximco International House 9/3 (4th floor), Lane 1, Block B, Section-6, 195,708
Mirpur
Famaz International M/S Famaz Intl SRL, Via Grande, 22-24 Santa Croce, 8,586,135
Italy
Global Union House 25/A, Road # A 96, Gulshan, Dhaka 809,274
Kema Trading 77, Hazaribagh, T/A, Dhaka 2,646,935
Kazi Maksud Alam Hazaribagh T/A, Dhaka-1209 136,197
Keywin Trading Corporation Level 6, Suit 601, Concord Tower, 123 Kazi Nazrul 10,144,691
Islam Avenue, Dhaka
Kumar Lal Arora 31/31, M. G. MARG. Hazarat Ganj Lucknow-226001, 997,811
India
Schmenger Schmenger Leder GMBH & Co. Zweibrucker Strabe 29, 3,829,435
66953 Pirmasens, Garmany
Shampan Trading corp 49 Hazaribagh, Tannery Area, Dhaka-1209 6,752,633

NOTES TO THE FINANCIAL STATEMENTS


Ridge International 87/1, Moneshwar Road, Dhaka-1209 1,390,643
Ruhuls Marketing Co. 81/A, Hazaribagh T/A(1st floor), Dhaka-1209 52,60,349
M M Leather Trade 93/4, Moneshwar Road, Tin Mazar Masjid Market, 212,495
Dhaka-1209
Masma Leather World House # 305, Blcok B, Road # 13, Chandgaon R/A, 50,39,809
Chittagong
Megumi International 66/14, West Razabazar (1st floor), Dhaka 3,667,631
ML Pongchek Chakrabandhu, 321, Moo 9, Chalongkrung Rd, Lampratew, Bankok 955,591
10520
Opex International 30, Hazaribag, Dhaka-1209l 232,984
Progressive Leather Agency 298/A Tali Office Road, Rayer Bazar, Dhaka-1209 31,174
PRP International 594/C, Khilgaon Police Line Khilgaon, Dhaka-1219 3,432,571
Tajin Leather Corp. 67/1 Zigatola T/A, Dhaka-1209 408,584
Technologists Leather Trading 96/4, Moneswar Road, Zikatala Dhanmondi, 107,295
Agency Dhaka-1209
Universal Leather Corporation 27 Dilkusha C/A, 5th Floor, Dhaka-1000 9,568,488
World Trade Leather 68/7/A, Zigatola (3rd Floor), Dhaka-1209 2,299,848
Interkid AG Castano Primo, Itally 5,528,137
Inleather Via Di Pelle, 2956029 B. Croce Sull Arno (PI), Italy 1,500,120
Lee Je Yong Lee Je Yong, Korea 853,039
Total 89,802,711

Annual Report 2014 51


Apex Tannery Limited

Year Ended Year Ended


June 30, 2014 June 30, 2013
Taka Taka
25. LEGAL & AUDIT FEES
Legal fees (Professional fees) 360,000 360,000
Audit fees 153,333 132,250
513,333 492,250

26. BANK INTEREST EXPENSES AND CHARGES


Bank interest 17,639,363 29,029,316
Bank charges 955,778 924,793
18,595,141 29,954,109
27. OTHER INCOME
Dividend income-Cash 2,179,803 2,397,043
Dividend income-Stock - 3,142,360
Interest on FDR 34,630,377 32,596,837
Rental income 30,000,000
Less: Depreciation (4B) 3,871,284
Rent, rates & taxes 174,380
Insurance premium 700,327 (4,745,991) 25,254,009 24,125,505
62,064,189 62,261,745

Cash dividend amounting Taka 2,179,803 included cash dividend from Apex Footwear Limited Tk.
751,850 and Tk. 1,427,953 from Central Depository Bangladesh Limited. Rental income of Unit II was
received / receivable from Apex Footwear Limited as monthly rent @ Tk. 2,500,000.

28. CURRENT TAX EXPENSES

Rate of Tax Taxable Profit Tax Tax

On export profit after 27.50% on 57,204,743 7,865,652 10,036,364


adjustment of gratuity 50% of income
On other income
NOTES TO THE FINANCIAL STATEMENTS

Dividend on investment (Cash) 20 % 2,179,803 435,961 479,409


Rental income 27.50 % 25,254,009 6,944,852 6,634,514
Interest on FDR 27.50 % 34,630,377 9,523,354 8,964,130
119,268,932 24,769,819 26,114,417

29. DEFERRED TAX EXPENSES / (INCOME) (1,863,226) (224,475)

Deferred tax assets closing (5,045,074) (3,181,848)


Deferred tax assets opening 3,181,848 2,957,373
(1,863,226) (224,475)
30 EARNINGS PER SHARE

Components of Earnings Per Share are as follows


Earnings per share without fair valuation of surplus investment
Net operating income 2.55 3.54
Net other income 2.96 3.03
Earnings per share (Tk.) 5.51 6.57

52 Annual Report 2014


Apex Tannery Limited

Year Ended Year Ended


June 30, 2014 June 30, 2013

31. GOATSKINS CONSUMED (RAW & WETBLUE)


Sft. Taka Taka
Opening stock (raw) 170,921 10,084,368 11,569,348
Add: Purchase this year 6,025,103 418,476,843 404,735,766
Less: Closing stock 185,325 12,694,732 10,084,368
6,010,699 415,866,479 406,220,746
Add: Opening stock (wetblue) 387,686 25,587,284 20,638,800
Less: Closing stock 420,355 32,577,536 25,587,284
5,978,030 408,876,227 401,272,262
Add: Opening WIP 100,065 7,004,582 7,790,644
Less: Closing WIP 108,498 8,625,566 7,004,582
5,969,597 407,255,243 402,058,324

32. COWHIDES CONSUMED (RAW & WETBLUE)

Opening stock (raw) 376,039 33,467,431 103,006,907


Add: Purchase this year 19,372,877 1,992,272,367 1,176,607,147
Less: Closing stock 293,641 29,951,337 33,467,431
19,455,275 1,995,788,461 1,246,146,623
Add: Opening stock (wetblue) 813,119 80,571,997 168,438,158
Less: Closing stock 634,948 73,812,674 80,571,997
19,633,446 2,002,547,784 1,334,012,784
Add: Opening WIP 139,081 14,464,470 50,649,504
Less: Closing WIP 108,606 14,471,718 14,464,470
19,663,921 2,002,540,536 1,370,197,818

NOTES TO THE FINANCIAL STATEMENTS


33. CHEMICAL CONSUMED

Opening Stock 106,324,950 166,547,776


Add: Purchase this year 840,100,651 715,599,272
Less: Closing stock 139,461,034 106,324,950
806,964,567 775,822,098

Chemical purchase during the year

MT US$ Euro Taka Taka


Imported 5,091 4,928,287 3,290,946 813,438,900 677,946,521
Local 897 00 00 26,661,751 37,652,751
5,988 4,928,287 3,290,946 840,100,651 715,599,272

Annual Report 2014 53


Apex Tannery Limited

Year Ended Year Ended


June 30, 2014 June 30, 2013
Taka Taka
34. SPARE-PARTS CONSUMED
Opening stock 11,693,559 19,474,409
Add: Purchase this year 26,395,419 15,858,539
Less: Closing stock 23,246,078 11,693,559
14,842,900 23,639,389

35. FACTORY OVERHEAD


Salary & allowances 50,987,114 44,267,511
Gratuity 5,315,805 5,529,167
Staff welfare 2,817,553 3,058,260
Entertainment 884,809 715,079
Postage 135,235 87,071
Printing & stationery 355,149 362,833
Repair & maintenance 12,059,151 14,428,416
Insurance premium 10,309,854 13,023,436
Telephone & fax 249,709 270,461
Vehicle maintenance 2,143,867 2,180,395
Carriage inward 11,937,517 8,050,875
Power, gas & water 53,863,004 42,349,176
Consumable store 496,239 463,385
Rent, rates & taxes 3,484,792 3,041,908
Conveyance 239,865 230,927
Sundry expenses 32,825 29,500
155,312,488 138,088,400

Salary & allowances increased because of annual increment


Entertainment expenses increased due to increased cost of food
NOTES TO THE FINANCIAL STATEMENTS

Postage increased due to rate increase


Carriage inward increased due to increase of production volume
Power, gas & water increased due to rate increase
Rent, rates & taxes increased due to increase of factory rent

36. AGGREGATE AMOUNT PAID TO THE DIRECTORS


Aggregate amount paid to the Directors for their services rendered are as follows:

Per Year
Name Designation Remarks
Amount (Taka)
Syed Manzur Elahi Chairman 3,000,000 Full time work
Md. Rahmatullah Managing Director 3,000,000 Full time work
Md. Hedayetullah Director 2,550,000 Full time work
Ansarul Islam Executive Director 2,479,200 Full time work
M. Abdul Majed Executive Director 2,479,200 Full time work
Syed Manzur Elahi is the Chairman of the associate companies of Apex Tannery Group but as a full time
Director, he draws remuneration from Apex Tannery Limited.

54 Annual Report 2014


Apex Tannery Limited

37. NUMBER OF EMPLOYEES

Number of employees and their salary and wages range are given below:

No. of
Employees
Equal and above Taka 3000 per month 946
Below Taka 3000 per month -

38. PRODUCTION CAPACITY AND UTILIZATION

Particulars Sft. per year %


Installed Capacity 18,500,000 71.00
Rented Capacity (Wetblue only) 7,500,000 29.00
Total Capacity 26,000,000 100.00
Actual Production 25,633,518 98.59

39. All shares have been fully called and paid up.
40. There were no preference shares issued by the company.
41. There was no bank guarantee issued by the company on behalf of their directors or the company
itself except bank loans.
42. No expense was paid as royalty and salary to Technical Experts etc. [as para-8 (KHA) of part-II] in
foreign currencies.
43. No brokerage was paid against sales during the year under audit.

NOTES TO THE FINANCIAL STATEMENTS


44. There was no sum for which the company was contingently liable as on June 30, 2014.
45. During the year under review, 4 (Four) Board Meetings were held and Directors present were paid @
Taka 10,000.00 per head per meeting.
46. Auditors are paid statutory audit fees as approved by the shareholders in the last Annual General
Meeting.
47. The company earned foreign currencies of US$ 49,614,697.05.
48. There was no foreign exchange remitted, as there are no foreign shareholders.
49. There is no claim against the company not acknowledged as debt except claim, which may have
arisen as insurance claim.
50. No compensation was paid to any member of the Board for special service rendered.
51. There is no expense on account of miscellaneous/general expenses.

Md. Rahmatullah Md. Fayekuzzaman Jagadish Kumar Bhanja


Managing Director Director Company Secretary

Annual Report 2014 55


Apex Tannery Limited

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 38th Annual General Meeting of Apex Tannery Limited will be held on
Tuesday, September 23, 2014 at 10:00 a.m. at Dhaka Ladies Club, 36 Eskaton Garden, Dhaka-1000
to transact the following business:

1 To receive and adopt the Audited Accounts for the year ended June 30, 2014 and the Reports
of the Auditors and Directors thereon

2 To declare dividend

3 To elect Director

4 To appoint Independent Director

5 To appoint auditors for the year 2014-2015 and fix their remuneration

By Order of the Board


September 01, 2014
127 Hazaribagh T/A
Dhaka-1209

(Jagadish Kumar Bhanja ACS)


Company Secretary
NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. August 27, 2014 is the record date. Shareholders whose names will appear in the Members register of the Company or in the
Depository Register on that date will be eligible to attend the Annual General Meeting and receive dividend

2. A member entitled to attend and vote at the Annual General Meeting may appoint a proxy in his stead. The proxy form, duly
stamped with a revenue stamp of Tk. 10.00 must be deposited at the Corporate Office of the Company not later than 48
(forty eight) hours before the time fixed for the meeting. Annual Report & Proxy Form can be available on the website www.
apextannery.com

3. Admission to the hall will be only on production of the attendance slip sent with the notice

4. In compliance with the Bangladesh Securities and Exchange Commission Circular No. SEC/CMRRCD/2009-193/154 dated 24
October, 2013 no Gift / Gift Coupon / Food Box/ Biscuit Box/Cash or Cash kinds shall be distributed at the Annual General
Meeting.

5. The Shareholders are requested to send their 12 digit e- TIN Certificate copy within 25 September, 2014 for deduction of
Tax @10% otherwise Tax will be deducted @15% on dividend as per Finance Act 2014.

56 Annual Report 2014


Apex Tannery Limited

APEX TANNERY LIMITED


Registered and Corporate Office: 127 Hazaribagh T/A, Dhaka-1209, Bangladesh

PROXY FORM

I/We
of
being Member of Apex Tannery Limited, hereby appoint
of

as my /our proxy to attend and vote for me/us and on my/our behalf at the 38th Annual General
Meeting of the Company to be held on Tuesday, September 23, 2014 at 10:00 a.m. and/or at any
adjournment thereof.

As witness my hand this day of 2014.

Affix
Signature of Proxy
Revenue
Stamp of Tk.
10.00
Signature of the Shareholder

No. of shares held

Register Folio/BO ID No.

PROXY FORM
Note : A Member entitled to attend and vote at the General Meeting may appoint a proxy to attend and vote on his behalf. The
proxy form duly completed must be deposited at the registered office of the Company not later than 48 hours before the time
fixed for the meeting.

APEX TANNERY LIMITED


Registered and Corporate Office: 127 Hazaribagh T/A, Dhaka-1209, Bangladesh

ATTENDANCE SLIP
ATTENDANCE SLIP

I hereby record my attendance at the 38th Annual General Meeting being held on Tuesday, September
23, 2014 at 10:00 a.m. at Dhaka Ladies Club, 36 Eskaton Garden, Dhaka-1000.

Name of member/proxy
Register Folio/BO ID No.

Signature

Note: Shareholders attending meeting in person or proxy are requested to complete the attendance slip and hand it over at the
entrance of the meeting hall.

Annual Report 2014 57


127 Hazaribagh Tannery Area, Dhaka-1209
Phone: 8622097, 9661679, 8625635-7
Fax: 88-02-8613429, 8616567
Web: www.apextannery.com

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