BEXIMCO PHARMACEUTICALS LTD. Contents Brief Company Profile ...................................................................... 3 Board and Management................................................................... 4 Chronology of Achievements: A Journey of Excellence ..................... 5 Highlights of 2008 ........................................................................... 7 News Flash 2008 ..............................................................................8 Factory Visits by Dignitaries in 2008..................................................9 Post Year-end Business Highlights ...................................................10 Beyond Borders ..............................................................................11 Thirty-Second Annual General Meeting ..........................................20 Value Added Statement ..................................................................21 Chairman's Statement ....................................................................22 Notice of the Thirty-Third Annual General Meeting ....................... 28 Report of the Directors to the Shareholders ................................... 29 Corporate Governance Compliance Report ....................................32 Key Operating and Financial Data ..................................................33 Report of Auditors to The Shareholders ..........................................34 Balance Sheet ................................................................................35 Profit and Loss Account ..................................................................36 Statement of Changes in Equity .....................................................37 Cash Flow Statement ..................................................................... 38 Notes to the Accounts ....................................................................39 Proxy Form 2 ANNUAL REPORT 2008 Brief Company Profile Beximco Pharmaceuticals Ltd. is a leading edge pharmaceutical company based in Dhaka, Bangladesh and is acclaimed for its outstanding product quality, world-class manufacturing facilities, product development capabilities and outstanding professional services. Beximco Pharma is the pioneer in pharmaceutical export from Bangladesh and has received National Export Trophy (Gold), the highest national accolade for export, for record three times. Year of Establishment: 1976 Commercial Production: 1980 Status: Public Limited Company Business Lines: and marketing of Manufacturing Pharmaceutical Finished Formulation Products, Large Volume Parenterals, Small Volume Parenterals, Ophthalmic Preparations, Nebulizer Solutions and Active Pharmaceutical Ingredients (APIs) Overseas Offices & Associates: Australia, Bhutan, Cambodia, Chile, Ghana, Hong Kong, Indonesia, Jordan, Kenya, Kuwait, Malaysia, Myanmar, Nepal, Pakistan, Philippines, Saudi Arabia, Singapore, Sri Lanka, Vietnam and Yemen Authorized Capital (Taka): 2,000 million Paid-up Capital (Taka): 1,259.57 million Number of Shareholders: Around 66,000 Stock Exchange Listings: Dhaka Stock Exchange, Chittagong Stock Exchange and AIM of London Stock Exchange Number of Employees: 2,310 ANNUAL REPORT 2008 3 Board and Management The Board of Directors A S F Rahman Chairman Salman F Rahman Vice Chairman Nazmul Hassan Managing Director Iqbal Ahmed Mohammad Abul Qasem Osman Kaiser Chowdhury Abu Bakar Siddiqur Rahman Dr. Farida Huq Barrister Faheemul Huq Advocate Ahsanul Karim Dr. Abdul Alim Khan Company Secretary Md. Asad Ullah, FCS Director Director Director Director Director Director Director Independent Director The Executive Committee Osman Kaiser Chowdhury Nazmul Hassan Ali Nawaz Afsar Uddin Ahmed The Management Committee Member of the Board of Directors Managing Director Chief Financial Officer Director, Commercial Nazmul Hassan Osman Kaiser Chowdhury Ali Nawaz Afsar Uddin Ahmed Rabbur Reza Lutfur Rahman Zakaria Seraj Chowdhury Mohd. Tahir Siddique A R M Zahidur Rahman Jamal Ahmed Choudhury Managing Director Member of the Board of Directors Chief Financial Officer Director, Commercial Director, Marketing Director, Works Director, Sales Executive Director, Quality Executive Director, Production General Manager, Accounts & Finance 4 Chronology of Achievements A Journey of Excellence 1976: Company incorporated 1980: Commenced manufacturing Bayer AG of Germany and Upjohn Inc. of USA products 1983: Launched own brands 1985: Listed with Dhaka Stock Exchange 1992: Commenced export operation with APIs 1993: Russia became first export destination for formulation products 1996: IV unit (former Beximco Infusions Ltd.) received ISO 9001 Certification from TUV-Cert, Germany 1998: Became first Pharma company to win 'National Export Trophy (Gold)' for export excellence 2001: First Bangladeshi pharma company entering into Singapore, one of the most regulated markets in Asia 2003: Became first company to introduce anti -HIV drugs in Bangladesh; diversified into anti-cancer therapeutic class 2005: Became first Bangladeshi Company to get admission to Alternative Investment Market (AIM) of London Stock Exchange (LSE) through issuance of GDRs. 2006: Launched CFC free ozone-benign HFA based inhalers as the first company in Bangladesh 2007: The US FDA standard oral solid plant commissioned ANNUAL REPORT 2008 5 Journey of Excellence..... continues 2008 Only Bangladeshi company to receive GMP Certification from Gulf Central Committee for Drug Registration, Executive Board of the Health Ministers' Council for GCC states 2008 First Bangladeshi company to receive GMP Clearance from Therapeutic Goods Administration (TGA), Australia. 6 ANNUAL REPORT 2008 Highlights of 2008 Became first Bangladeshi pharmaceutical company to enter Latin America Received GMP Certification from GCC Received GMP Clearance from TGA, Australia 45 new products registered in 10 countries and entered into 7 new countries the Global Entered into a Long Term Arrangement (LTA) with Supply Division (Copenhagen, Denmark) of the United Nations Children’s Fund (UNICEF), to supply metered dose inhaler products ANNUAL REPORT 2008 7 News Flash 2008 Released: 09-Jan-08 Roche agrees HIV drug technology transfer with Beximco Pharma Released: 23-Mar-08 Beximco Pharma awards Merit Scholarships Released: 22-Jul-08 Beximco Pharma is the first Bangladeshi company to receive GMP Clearance from TGA, Australia Released: 13-Oct-08 Beximco Pharma is the first pharmaceutical company from Bangladesh to enter Latin America Released: 14-Nov-08 Beximco Pharma is the first Bangladeshi pharmaceutical company to receive export approval to Gulf countries Published in local and international media including Regulatory News Service (RNS) of London Stock Exchange 8 ANNUAL REPORT 2008 Factory Visits by Dignitaries in 2008 During 2008, a number of foreign delegates and dignitaries from several countries including Australia, EU, Switzerland, Bahrain, Kuwait, Saudi Arabia, South Africa and representatives from international organizations like UNICEF, WHO, ADF visited Beximco Pharma manufacturing plant. ANNUAL REPORT 2008 9 Post Year-end Business Highlights Commenced 2009 with a very strong sales performance in domestic market, achieving around 43% growth in 1st Quarter, compared to same period of 2008. The project on new product lines - Small Volume Parenterals (SVP), Ophthalmic preparations and Nebulizer solutions is now completed. Product introductions from this new manufacturing line began in May 2009 with a goal to contribute significantly to company's sales turnover. Obtained registration of 1 (one) product from TGA, Australia. Supplied Oseflu® (Oseltamivir 75mg) capsules to some Latin & Central American countries and to local & international Government Agencies & NGOs to help control the Swine Flu (Influenza A, H1N1 virus) outbreak. Entered into a Long Term product supply agreement with ADF, France. 10 Beyond Borders Nazmul Hassan MP, Managing Director of Beximco Pharma, speaks about the core essence of the operating philosophy of BPL, its capabilities & achievements, and its future opportunities for growth. Throughout 2008, we faced fierce challenges to sustain company's position in both domestic and international markets. Today after one year or so, I feel extremely happy to share with you that we could successfully overcome the challenges to bring good results for the company, especially in overseas markets and consolidating our domestic business platforms. We are now all set to grow for achieving our goal to establish BPL as a true international company and delivering our promises to our shareholders. While doing these, we relied heavily on some of our exclusive strengths, that we feel have contributed significantly throughout our journey. Also in future, we will be building on these capabilities for generating value for all our stakeholders both locally and internationally. Quality At Beximco Pharma, we believe that being in the business which deals with human health makes us more responsible. This sense of responsibility compels us to keep the highest standards of our products. Through our products we seek to deliver clear health benefits and higher values to the patients. With this in mind we have commissioned state-of-the-art manufacturing facilities with innovative new technologies. We use the most modern equipment for quality control and stringent quality assurance procedure and our manufacturing process conforms strictly to the current Good Manufacturing Practices. ANNUAL REPORT 2008 11 Research & Development From its inception till date, our research & development (R&D) capabilities continue to be one of the essential core strengths for our leading the industry in both formulation R&D and API R&D. Our formulation R&D capability is proven not only by the consistent quality of our products but also by our ability to introduce hi-tech, specialized niche products and dosage forms. The reverse engineering capability of our R&D team has enabled us to introduce innovative new products to serve the ailing people at home and abroad. The reverse engineering capability of the R&D team and the drive towards new product development and innovation are central to building a proprietary research operation within Beximco Pharma. In formulation R&D, we focus principally on developing new formulations, predominantly through reverse engineering techniques and on simplifying manufacturing processes and improving cost efficiency. Over the years, our R&D team has successfully formulated different high-tech formulations like multi-layer tablets, long acting formulations, dispersible tablets etc. We are also the pioneer in introducing anti-retroviral drugs and anti-cancer drugs in Bangladesh. Recently, with our long experience in MDI formulations, our R&D team has successfully developed a range of CFC-free HFA MDIs. Our R&D team consists of qualified scientists with background in pharmaceutical sciences and allied areas and has a strong network with global companies and scientific community with similar expertise. 12 ANNUAL REPORT 2008 13 14 ANNUAL REPORT 2008 Diversification into Respirator solutions, Ophthalmics and Small Volume Parenterals (SVP) market We have now completed new projects to manufacture Respirator solutions, Ophthalmics and Small Volume Parenterals (SVP). Entering into these three segments will boost our local and international market share significantly. Products (e.g. Azmasol respirator solutions) from this plant have already started rolling out into the market. Like all other products, BPL is committed to introduce quality ophthalmic products very soon. This will help the Ophthalmologists to treat the patients in a better way. At present the value of ophthalmological market is Tk. 542 Mil with a growth rate of 6.55%. The market has consistent growth over the last 4 years. As a growth strategy for coming years we are also going to launch Small Volume Parenterals (SVP) during this year. This segment will also help consolidate our market presence in the parenteral market. ANNUAL REPORT 2008 15 Regulatory Capabilities and International Recognition Our regulatory team has a good understanding of international regulatory requirements and has received a number of international regulatory approvals, including approvals from highly regulated markets. After commissioning of the new US FDA standard Oral Solid Dosage (OSD) plant in late 2007, we started the regulatory approval process for certification from stringent regulatory authorities of the developed countries. Within the very short span of time our trained and committed team has been able to add a number of key regulatory approvals to its credit. Among others, we have received GMP Clearance from Therapeutic Goods Administration (TGA) of Australia and from Gulf Central Committee for Drug Registration, Executive Board of the Health Ministers' Council for Gulf Cooperation Council (GCC) states (representing Saudi Arabia, Kuwait, Bahrain, United Arab Emirates, Qatar and Oman). We are also in the process of obtaining approvals from several other regulatory authorities including National Health Surveillance Agency (ANVISA) of Brazil, Medicine and Healthcare Regulatory Agency of United Kingdom (UK MHRA), US FDA etc. Strengthening Global Presence In its long operation of more than 25 years, Beximco Pharma has always been the leader and the flagship of Bangladesh pharmaceutical industry by setting new trends and exploring newer horizons of export opportunities. We are pioneer in exporting APIs, IV Fluids and hi-tech specialized products. We are the first pharmaceutical company from Bangladesh to enter the CIS countries and also to Singapore, which is considered to be one of the most stringently regulated markets in South-East Asian region. We are also the pioneer in expanding export operation to Africa, Pacific Island, Middle East, Central and Latin American countries. As recognition of its pioneering role in pharmaceutical export from Bangladesh, Beximco Pharma is the only pharmaceutical company of Bangladesh to receive 'National Export Trophy (Gold)' for record three times. Although we have presence in 26 countries, our current export sales contribute to a small part of the overall company revenues, as until this year our predominant presence has been in moderately or semi regulated markets of Asia and Africa. As the new US FDA standard OSD plant has been commissioned and the regulatory approvals from several developed markets received or will be receiving soon, we are now at a stage to enter into another 30 countries, including several highly developed markets within the next year or so. Product registration is under process in these countries and the management expects that full potential of these new markets plus the existing markets can be utilized within next few years, contributing significantly to company's sales and profit turnover. 16 ANNUAL REPORT 2008 People - our true inimitable asset Be the manufacturing plants of BPL truly world-class and may BPL successfully partnered with world leaders for acquiring new technology and advanced technical know-how, yet, we believe that the true differentiation and the highest market leverage comes from the skills and expertise of the people who command the machines and equipments. We are truly proud to have a highly efficient workforce in every tier of our operation. ANNUAL REPORT 2008 17 Corporate Social Responsibility The guiding philosophy of our CSR activities is doing our best in what we do and at the same time helping others in doing what they do. With this in mind, our CSR strategy is that we should manufacture highest quality medicines, our modus operandi should be compassionate for all the people and all our activities should be such that these are benevolent for our society and benign to our environment. HIV Drugs Supplying Oseflu to government during flu outbreaks Medicine donation during national disaster 18 ANNUAL REPORT 2008 Protecting our Environment Beximco Pharma does not view its success and achievements in financial terms only, but also in terms of its deep relationship with the society and environment. It is one of our core values that we should take maximum care for our environment and should reduce environmental effects of manufacturing activities to a practical minimum. Keeping this in mind, whenever practicable, Beximco Pharma works to reduce the impact of its operations on the environment. ANNUAL REPORT 2008 19 Thirty-Second Annual General Meeting The 32nd Annual General Meeting (AGM) of the shareholders of Beximco Pharmaceuticals Limited was held on August 21, 2008. Mr. Osman Kaiser Chowdhury, Director of the Company presided over the meeting. A good number of shareholders took active part in the discussion on different agenda of the meeting and expressed their valued opinion. The performance of the company in 2007 and strategies and future vision were also discussed. The meeting among other agenda approved 5% cash and 10% stock dividend for the year 2007. The Chairman of the meeting thanked the shareholders for their interest in the company. Around 7,500 shareholders attended the meeting. 20 ANNUAL REPORT 2008 Turnover & Other Income Bought-in-Materials & Services Value Added APPLICATIONS Duties & Taxes to Govt. Exchequer Salaries and Benifits to Employees Interest to Lenders Dividend to Shareholders Earnings Retained by the Company 13% 15% 10% 38% 24% 2008 Duties & Taxes to Govt. Exchequer Salaries and Benifits to Employees Interest to Lenders Dividend to Shareholders Earnings Retained by the Company Value Added Statement For the year ended 31 December 2008 2008 2007 Tk. % Tk. % 4,651,118,575 (2,158,536,293) 4,202,886,208 (2,136,359,277) 2,492,582,282 100 2,066,526,931 100 960,139,375 590,263,507 249,654,298 377,873,241 314,651,861 38 24 10 15 13 772,726,001 528,614,856 254,742,392 171,760,565 338,683,117 38 26 12 8 16 2,492,582,282 100 2,066,526,931 100 16% 8% 12% 38% 26% 2007 ANNUAL REPORT 2008 21 Chairman's Statement Dear Shareholders I welcome you all to the 33rd Annual General Meeting of Beximco Pharmaceuticals Limited (BPL or the Company). You are aware that during 2007 we faced unwarranted impediments due to unavoidable economic and political factors of the country and actually this adversity continued till early 2008. However, successfully facing all these challenges, during 2008 we could bring some remarkable successes for our Company. BPL has now very successfully re-established its strategic positioning in all areas of its operation. I am pleased to inform you that during this year we progressed towards successful accomplishment of our strategic goals to grow the company and strengthen the shareholders' value. Enhanced domestic market sales, impressive growth in sales in the international market, improved profitability, higher EPS all marked 2008 as another year of significant success. Here, I would like to place before you, some of the key operational issues of the company for your informed judgment: Sales Performance During the year under review, overall sales of the company registered an appreciable 11.50% growth to reach at Tk. 4,010.16 million as compared to 3,597.02 million of 2007. In the domestic market our sales increased by 10.50%. Thanks to our reorganized and mirrored sales team strategy improving doctors' coverage and winning brand building strategies that have better positioned the company in the minds of the doctors and other healthcare professionals. Owing to our focused strategy to widen our international penetration, we have, in 2008 achieved export sales of Tk. 170.60 million- a significant 39% growth over Tk. 122.75 million of 2007. During the year we entered into seven new markets namely, Chile, Nicaragua, Guatemala, Kiribati, Solomon Island, Afghanistan and Macau. Besides, 45 new products have been registered in 10 different countries. BPL entered into a Long Term Arrangement (LTA) with Global Supply Division (Copenhagen, Denmark) of United Nations Children's Fund (UNICEF), for product supply. In early 2009 we have also entered into another Long Term Agreement (LTA) with Asthma Drug Facility (ADF), a project of the International Union against Tuberculosis and Lung Diseases to supply our Inhaler products. We believe, with completion of currently ongoing registration process of our products in different international markets and certification of our facilities by different international regulatory bodies, BPL shall be able to increase its export considerably and establish itself as a truly global company that it so long cherishing for. 22 ANNUAL REPORT 2008 Profit Performance In 2008 the company achieved a pre-tax profit of Tk. 714.12 million registering 78.67% growth over Tk. 399.68 million of 2007. The earning per share (EPS) of the company also improved to Tk. 4.33 from Tk.2.80 in comparable terms. Both the gross and net profit rates have improved in 2008. Impressive sales performance and its consequent leverage effect significantly contributed to achieve our profit target. We also very successfully combated the rising prices of materials caused mainly due to volatility in the international prices of petroleum products throughout 2008. Credit goes to our effective supply chain management, successful pricing negotiation both at the back and front end and profit focused sales strategies that made it happen. Working Capital and Letter of Credit Limit I mentioned in my last year's report that the working capital facilities extended by our banks were lagging far behind the pace of growth the company has achieved over the years. Particularly our Letter of Credit (LC) limit was too inadequate to accommodate the real business needs. Due to macro-economic and political environment prevailing at that time, the solution we negotiated with the bank could not come to its logical conclusion. I am pleased to inform that we very successfully trounced this problem in early 2008. Both our working capital and LC limit facilities have been increased which although not enough but have significantly eased the problems we were earlier facing. However, we are negotiating with our banks for further enhancement of the working capital facilities in line with the business growth. International Certification One of the milestone achievements of 2008 was certification of our facilities by International Regulatory Authorities. During the review period, among others, BPL received approval (GMP Clearance) from Therapeutic Goods Administration (TGA), Australia for its new Oral Solid Dosage (Tablet, Capsule), and the Metered Dose Inhaler and Spray manufacturing facilities. BPL is the first Bangladeshi company to receive this regulatory approval from TGA, Australia through a stringent facility audit process. During the year we also received GMP Certification from Gulf Central Committee for Drug Registration, Executive Board of the Health Ministers' Council for GCC states (Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates). Revaluation of Assets As notified to you earlier, a revaluation of the Land, Building and Plant and Machinery as at 31st December 2008, was carried out by S F Ahmed and Company, Chartered Accountants and Valuers. A surplus aggregating Tk. 1,711.17 million resulting from such revaluation has been reported in the financial statements as “Revaluation Surplus”. Credit Rating Credit Rating Information and Services Limited (CRISL) a Bangladeshi Company having Joint Venture with Rating Agency Malaysia Berhard, Malaysia and JCR-VIS Credit Company Limited, Pakistan has assigned A- (Pronounced as Single A minus) rating in the long term and ST-3 rating in the short term to Beximco Pharmaceuticals Limited. The rating was awarded in July 2008. Dividend I am pleased to inform that the board of Directors has recommended 10% cash and 20% stock dividend. The mix of cash and stock dividend is expected to give enhanced real benefit to the shareholders. ANNUAL REPORT 2008 23 Projects and Expansion Programs We have completed our project to build facilities to manufacture Small Volume Parenterals (SVP), Opthalmic and Nebulizer Soultions as per plan. This has added further diversification to our existing portfolio. We are now in the final stage of launching of these products in the market. You are aware that we have so far installed two out of five lines of our newly built USFDA standard Oral Solid Dosage (OSD) facility. This facility is strategically important to realize our export potential and requires immediate completion of the remaining three lines. This is particularly important as numbers of internationally reputed pharmaceutical companies are showing keen interest to use this facility to manufacture their products. Present capacity of the plant is too inadequate to accommodate their requirements. We have therefore planned to complete the project on priority basis. Our HFA-based world class Metered Dose Inhaler (MDI) facility has already drawn international attention. Owing to increased demand for the MDI products, we initiated a project to set up 10 million unit capacity plant. The work of the project is in progress. To strengthen the backward linkage of the industry and to add further value, we have planned to expedite setting up of the Ranitidine API plant. This project has got captive market demand from local manufacturers of pharmaceutical products as well as good export potential. Issuance of Shares and Warrants to GEM Global Yield Fund Limited (GEM) We express our sincere gratitude to you for approving our proposal in the extra-ordinary general meeting held on 18th February 2009, to raise additional capital of Taka 4,600 million through private placement of ordinary shares and issuance of warrants to GEM. As we communicated to you earlier, the funds raised by issue of placing shares and warrants shall be used to finance our diversified investment plans and working capital. Appointment of Managing Director I am pleased to inform that Mr. Nazmul Hassan MP, the Chief Executive Officer has been inducted in the Board of Directors and has been appointed as Managing Director of the company. The appointment came into effect from 7th of May 2009. I am confident that his new role as a member of the board will bring about further dynamism in the operation and functioning of the board. His proven leadership will steer the company to a newer height. Before I conclude, let me re-emphasize that your company is destined to flourish both in domestic as well as in the international arena. The success achieved so far has given us the strong foothold needed to march forward. The secret behind the success is the collective effort of the sincere and dedicated employees of the company and the invaluable support of the bankers, suppliers, government agencies, healthcare professionals, customers and everyone the company interacted with in conducting its business. Most importantly, we are grateful to our valued shareholders who have placed so much trust and confidence on this company to bring it to its current position. I want to end on a note of thanks to all concerned and look forward for the continued support and cooperation in the future as well. Thank you all A S F Rahman Chairman 24 ANNUAL REPORT 2008 ßY~JroqJPjr k´KfPmhj Kk´~ ßv~JrPyJflJrmOª, ßmKéoPTJ lJoJtKxCKaTqJux& KuKoPac-Fr 33fo mJKwtT xJiJrj xnJ~ IJkjJPhr xmJAPT ˝JVf \JjJKòÇ IJkjJrJ ImKyf IJPZj ßp rJ\QjKfT S IgtQjKfT kKrK˙Kfr ßk´ãJkPa 2007 xJPu IJorJ KTZM IjJTJK⁄f k´KfmºTfJr xÿMULj yP~KZuJo 2008 xJPur k´Jr÷ kpt∂ pJ ImqJyf KZuÇ Ffh&xPfôS xTu xLoJm≠fJ TJKaP~ IJkjJPhr ßTJŒJjL mqmxJK~T TJptâPor ßTRvuVf ßã©xoNPy fJr Im˙Jj xJluq\jT nJPm kMj:k´KfÔJ TrPf xão yP~PZÇ IJKo IJkjJPhr IJjPªr xPñ \JjJPf YJA, k´fqJKvf uãqJ\tPjr oJiqPo 2008 xJPu IJorJ IJoJPhr xÿJKjf ßv~JrPyJflJrPhr kKrxŒh k´mOK≠Pf xJluq\jT nëKoTJ rJUPf ßkPrKZÇ ˙JjL~ mJ\JPr Kmâ~ k´mOK≠, r¬JKj ßãP© CPuäUPpJVq IV´VKf, mKitf oMjJlJ yJr, IKiTfr EPS - F xmA KZu KmVf mZPr ßTJŒJjLr xJlPuqr Ijqfo KjPhtvTÇ F kpJtP~ IJKo IJkjJPhr oNuqJ~Pjr \jq ßTJŒJjLr 2008 xJPur KTZM èÀfôkNet mqmxJK~T S IJKgtT CkJ• Ck˙Jkj TrKZ: Kmâ~ k´mOK≠ kNmtmfLt m“xPrr 3,597.02 KoKu~j aJTJ KmâP~r KmkKrPf IJPuJYq m“xPr ßTJŒJjL 4,010.16 KoKu~j aJTJ Kmâ~ TPrPZÇ xJKmtT Kmâ~ k´mOK≠ 11.50%, pJ Kj:xPªPy k´vÄxJr hJmL rJPUÇ ßhvL~ mJ\JPr IJoJPhr Kmâ~ 10.50% mOK≠ ßkP~PZÇ KYKT“xTPhr xPñ ßpJVJPpJPVr k´xJrfJ mOK≠ S msJ¥ kKrKYKfr Cjú~Pjr oJiqPo mJ\Jr Im˙Jj xoO≠ TrJr uPãq VOyLf mqmxJK~T ßTRvu V´yPjr oJiqPo KYKT“xT S IjqJjq ˝J˙qPxmJ ßkvJ\LKmPhr oPiq ßTJŒJjLr Im˙Jj xNhO| TrJr \jq IJKo IJoJPhr ßoiJmL S ßYRTx Kmâ~ToLtPhr ijqmJh \JjJKòÇ mOy•r IJ∂\JtKfT mJ\JPr k´PmPvr pgJgt khPãPkr luvsΔKfPf 2008 xJPu IJorJ 170.60 KoKu~j aJTJr Hwi r¬JKj TrPf ßkPrKZ pJ 2007 xJPu KZu 122.75 KoKu~j aJTJÇ FPãP© IJoJPhr k´mOK≠ yP~PZ 39%Ç F mZr IJorJ KYKu, KjTJrJè~J, è~JPfoJuJ, KTKrmJKa, xPuoj ÆLkkM†, IJlVJKj˜Jj FmÄ oqJTJS FA 7Ka jfáj KmPhvL mJ\JPr k´Pmv TrPf ßkPrKZÇ IJoJPhr 45Ka jfáj keq 10Ka Knjú Knjú ßhPv KjmKºf yP~PZÇ Metered Dose Inhaler (MDI) keq xrmrJPyr \jq ßmKéoPTJ lJoJtKxCKaTqJux& Ku: UNICEF-Fr Global Supply Division (Cophenhagen, Denmark)-Fr xPñ FTKa hLWtPo~JhL xoP^JfJ~ (Long Term Agreement ETA) ˝Jãr TPrPZÇ 2009 xJPur k´JrP÷ The International Union against Tuberculosis and Lung Diseases Fr k´P\Ö Asthma Drug Facility (ADF) - Fr xPñS IjM„k FTKa xoP^JfJ ˝JãKrf yP~PZÇ Fxm èÀfôkNet I\tj ßTJŒJjLPT r¬JKj mJKeP\qr k´xJrfJ~ TP~T iJk xJoPj FKVP~ KjP~PZÇ KmPvõr KmKnjú ßhPv IJoJPhr kPeqr YuoJj Kjmºj k´Kâ~J FmÄ IJoJPhr TJrUJjJ xoNPyr IJ∂\JtKfT IjMPoJhj k´Kâ~J xŒjú yPu IJoJPhr r¬JKjr kKroJe mÉèe mOK≠ kJPm mPu IJorJ KmvõJx TKrÇ Fr oJiqPo ßmKéoPTJ lJoJtKxCKaTqJux& KuKoPac xKfqTJr IPgt FTKa IJ∂\JtKfT ßTJŒJjL KyPxPm k´KfÔJ kJPm mPu IJvJ rJUKZÇ oMjJlJ I\tj 2008 xJPu ßTJŒJjL 714.12 KoKu~j aJTJ TrkNmt oMjJlJ I\tj TPrPZ, pJ 2007 xJPu KZu 399.68 KoKu~j aJTJÇ oMjJlJ I\tPjr k´mOK≠ 78.67%, pJ Kj:xPªPy TíKfPfôr hJmL rJPUÇ ßTJŒJjLr Earning Per Share (EPS) 2.80 aJTJ yPf 4.33 aJTJ~ mOK≠ ßkP~PZÇ ßTJŒJjLr ßoJa oMjJlJ S jLa oMjJlJ Cn~A fáujJoNuTnJPm mOK≠ ßkP~PZÇ k´vÄxjL~ Kmâ~ k´mOK≠ S fJr IjMmfLt KunJPrP\r k´nJm IJoJPhr oMjJlJr uãqoJ©J I\tPj xyJ~T yP~PZÇ IJ∂\JtKfT mJ\JPr ßk´PasJKu~Jo kPeqr CkpM tkKr oNuq mOK≠r TJrPj TJYJÅoJPur âomitoJj C±toNuq xP•ôS IJorJ xJluq\jTnJPm k´fqJKvf k´mOK≠ I\tj TrPf ßkPrKZÇ IJoJPhr hã xrmrJy mqm˙JkjJ FmÄ oMjJlJoNUL S pgJpg oNuq KjiJtre ßTRvu FA TíKfPfôr Ijqfo IÄvLhJrÇ TJptTrL oNuij FmÄ Eek© xLoJ KmVf m“xPrr mJKwtT KmmreLPf IJKo CPuäU TPrKZuJo, IJoJPhr k´mOK≠r fáujJ~ mqJÄPTr TJptTrL oNuij xMKmiJ KjfJ∂A Ik´fáuÇ ANNUAL REPORT 2008 25 k´TífkPã mqmxJK~T k´P~J\Pjr fáujJ~ IJoJPhr Fu.Kx. xLoJS pPgÓ IkpJt¬ KZuÇ mqJÄTèPuJr xPñ Ffh&KmwP~ xP∂Jw\jT xoP^JfJ~ IJxJ xP•ôS KmKnjú IJgt-xJoJK\T S rJ\QjKfT k´KfmºTfJr kKrPk´KãPf KmVf xoP~ IJorJ Fr xMlu uJn TrPf kJKrKj IJKo IJjPªr xPñ \JjJPf YJA, 2008 xJPur k´go KhPTA IJorJ xJluq\jTnJPm FA xoxqJ C•rPe xão yP~KZÇ kpJt¬ jJ yPuS kNmJtPkãJ nJPuJ oJ©J~ IJoJPhr TJptTrL oNuij S Fu.Kx xLoJ mOK≠ ßkP~PZÇ fJrkrS IJorJ IJoJPhr mqmxJK~T k´mOK≠r xoJ∂rJPu TJptTrL oNuij mOK≠ TrJr \jq mqJÄTèPuJr xPñ IJPuJYjJ YJKuP~ pJKòÇ IJ∂\JtKfT Kjmºj 2008 xJPu KmKnjú International Regulatory Authorities - Fr Kjmºj kJS~J IJoJPhr IV´pJ©Jr Ijqfo oJAuluTÇ F mZr IJorJ IPˆsKu~Jr TGA (Therapeutic Goods Administration) yPf IJoJPhr jfáj Oral Solid Dosage (Tablet, Capsule) TJrUJjJ FmÄ Metered Dose Inhaler and Spray C“kJhj TJrUJjJr \jq GMP Clearance ßkP~KZÇ ßmKéoPTJ lJoJtKxCKaTqJux& KuKoPac IPˆsKu~Jr TGA IjMPoJKhf mJÄuJPhPvr k´go ßTJŒJjL KyPxPm ˝LTíKfuJn TPrPZÇ FZJzJS IJorJ IJPuJYq mZPr Gulf Central Committee for Drug Registration Executive Board of the Health Minister’s Council for GCC States (mJyrJAj, TáP~f, SoJj, TJfJr, ßxRKh IJrm FmÄ xÄpMÜ IJrm IJKorJf) PgPTS GMP Certification I\tj TPrKZÇ xŒK• kMj:oNuqJ~j IJkjJrJ \JPjj ßp, 2008 xJPur 31ßv KcPx’r fJKrPUr ßTJŒJjLr \Ko, AoJrf FmÄ TJrUJjJ S pπkJKf Fx.Fl. IJy&Poh F¥ ßTJŒJjL, YJaJtc FTJCjaqJ≤x& S Valuer Tfí tT kMj:oNuqJ~j TrJ yP~PZÇ kMj:oNuqJK~f CÆO• 1,711.17 KoKu~j aJTJ Revalution Surplus KyPxPm F mZPrr IJKgtT KmmreLPf CPuäU TrJ yP~PZÇ ßâKca ßrKaÄ oJuP~Kv~Jr Rating Agency Malaysia Berhard FmÄ kJKT˜JPjr JCR-VIS Credit Company Limited Fr pMVì IÄvLhJrLPfôr mJÄuJPhvL k´KfÔJj Credit Rating Informaiton and Services Limited (CRISL) 2008 xJPur \MuJA oJPx IJoJPhr PTJŒJjLPT hLWtPo~JPh A- (KxPñu A oJAjJx) ßrKaÄ FmÄ ˝·Po~JPh ST-3 ßrKaÄ k´hJj TPrPZÇ unqJÄv IJKo IJkjJPhr IJjPªr xPñ \JjJPf YJA, kKrYJujJ kwth 2008 xJPur \jq 10% jVh S 20% ˆT unqJÄv k´˜Jm TrPZÇ jVh S ˆT unqJÄPvr FA Kovsj xKfqTJr IPgt ßv~JrPyJflJrPhr IKiTfr uJnmJj TrPm mPu IJvJ rJUKZÇ xŒsxJre k´T· IJorJ IJoJPhr Small Volume Parenterals (SVP), Opthalmic and Nebulizer Solutions k´P\PÖr TJ\ kKrT·jJ IjMpJ~L xŒjú TPrKZ, pJ IJoJPhr keq fJKuTJ~ IJPrJ ‰mKY©fJ ßpJV TPrPZÇ Fxm kPeqr mJ\Jr\JfTre FUj YMzJ∂ kpJtP~ rP~PZÇ IJoJPhr jfáj Oral Solid Dosage (OSD) k´TP·r 5Kar oPiq 2Ka uJAj AKfoPiq YJuM yP~PZÇ FA TJrUJjJKa IJoJPhr mftoJj r¬JKj kPeqr YJKyhJ kNrPe IPjTJÄPv xão yPmÇ IJ∂\JtKfT xjhk´JK¬r TJrPe FA k´T· UqJKfxŒjú KmPhvL ßTJŒJjLèPuJPT IJoJPhr kPeqr mqJkJPr IJPrJ IJV´yL TPr fMPuPZÇ AKfoPiq IPjT k´KfKÔf ßTJŒJjL IJoJPhr TJrUJjJ~ fJPhr Kj\˝ keq C“kJhPjr \jq ßpJVJPpJV ÊÀ TPrPZÇ mftoJj C“kJhj ãofJ fJPhr FAxm YJKyhJ kNrPe kpJt¬ j~Ç fJA IJoJPhr r¬JKj mJKeP\qr uãq I\tPjr ßãP© ßTRvuVf TJrPe èÀfôkNet FA k´T·Kar mJKT 3Ka uJAj xŒjú TrJ Ifq∂ \ÀKrÇ FA TJrPj IJorJ IV´JKiTJr KnK•Pf FA k´TP·r TJ\ xŒjú TrJr kKrT·jJ yJPf KjP~KZÇ IJoJPhr KmvõoJPjr kKrPmvmJºm HFA - based Metered Dose Inhaler (MDI) k´pMKÜr TJrUJjJ AKfoPiq IJ∂\JtKfT V´yePpJVqfJ S kKrKYKf ßkP~PZÇ MDI kPeqr FA âomitoJj YJKyhJ kNrPe IJorJ 10 KoKu~j FTT C“kJhj ãofJxŒjú IJPrTKa TJrUJjJ ˙JkPjr k´T· yJPf KjP~KZÇ FA k´TP·r TJ\S IJvJmqJ†T VKfPf FKVP~ YuPZÇ Hwi KvP·r Ijqfo backward linkage k´KfÔJj KyPxPm ßmKéoPTJ lJoJtKxCKaTqJux& KuKoPac - PT xoO≠ TrJr k´~JPx IJorJ 26 ANNUAL REPORT 2008 Ranitidine API TJrUJjJ ˙JkPjr k´T· fôrJKjúf TrJr khPãk KjP~KZÇ FA k´T· ˙JjL~ Hwi C“kJhjTJrL k´KfÔJj xoNPyr YJKyhJ kNrPer kJvJkJKv r¬JKj ßãP© èÀfôkNet nëKoTJ rJUPm mPu IJvJ TKrÇ GEM Global Yield Fund ßT ßv~Jr S S~JPr≤ AxMq Vf 18 ßlmsΔ~JrL 2009 fJKrPU IjMKÔf IKfKrÜ xJiJre xnJ~ Private Placement Fr IJSfJ~ xJiJrj ßv~Jr S S~JPr≤ AxMqr oJiqPo 4,600 KoKu~j aJTJr oNuij xÄV´Pyr k´˜Jm kJv TrJr \jq IJKo IJkjJPhr IJ∂KrT TífùfJ \JjJKòÇ IJkjJPhr kNPmtA \JjJPjJ yP~PZ ßp, FA xÄVOyLf Igt IJorJ KmKnjú KmKjP~JV kKrT·jJ~ FmÄ TJptTrL oNuij KyPxPm mqmyJr TrPmJÇ mqm˙JkjJ kKrYJuT KjP~JV IJKo IJkjJPhr IJjPªr xPñ \JjJPf YJA IJoJPhr k´iJj KjmJtyL \jJm jJ\oMu yJxJj Fo.Kk. ßTJŒJjLr kKrYJujJ kwtPh I∂tnëÜ yP~PZj FmÄ mqm˙JkjJ kKrYJuT KyPxPm KjP~JV ßkP~PZjÇ kKrYJujJ kwtPhr TJptâoPT KfKj IJPrJ xoO≠ TrPmj mPu IJKo KmvõJx TKrÇ fJÅr k´vÄKxf ßjfífô ßTJŒJjLPT IJPrJ VKfvLu TPr fáuPm mPu IJvJ rJKUÇ CkxÄyJPr pJmJr IJPV IJKo muPf YJA, ßhvL~ FmÄ IJ∂\JtKfT k´KfPpJKVfJr ßãP© IJkjJPhr ßTJŒJjL xMhO| Im˙JPj k´KfKÔf yP~PZÇ FA TíKffô IJoJPhr xJoPj FKVP~ YuJr VKfPT IJPrJ ßmVmJj TrPm mPu IJvJ rJKUÇ FA IV´VKfr I∂rJPu KmPvw nëKoTJ rJUJr \jq IJKo ßTJŒJjLr TftmqKjÔ S IjMVf ToLtmJKyjL, mqJÄTJr, xrmrJyTJrL, xrTJrL xÄ˙JxoNy, ˝J˙qPxmJ ToLt, ßnJÜJ S xÄKväÓ mqKÜ S k´KfÔJjPT ijqmJh \JjJKòÇ xPmJtkKr, ßTJŒJjLr k´Kf IKmYu IJ˙J S KmvõJPxr oiq KhP~ IJ\PTr FA xoO≠ Im˙JPj ßTJŒJjLPT k´KfKÔf TrJr \jq IJKo IJoJPhr xÿJKjf ßv~JrPyJflJrVPjr k´Kf TífùfJ \JjJKòÇ IJoJPhr IV´pJ©J~ IJkjJPhr xogtj S xyPpJKVfJ nKmwqPfS ImqJyf gJTPm FA k´fqJvJ KjP~ IJKo xÄKväÓ xmJAPT IJoJr IJ∂KrT ijqmJh \JjJKòÇ ijqmJh xmJAPT F Fx Fl ryoJj ßY~JroqJj ANNUAL REPORT 2008 27 BEXIMCO PHARMACEUTICALS LIMITED 17, Dhanmondi R/A, Road No. 2, Dhaka-1205 Notice of the Thirty-Third Annual General Meeting Notice is hereby given that the THIRTY-THIRD ANNUAL GENERAL MEETING of the Shareholders of Beximco Pharmaceuticals Limited will be held on Tuesday, the 16th June, 2009 at 9.30 a.m. at 1, Shahbag C/A, Dhaka to transact the following business: AGENDA 1. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 31st December, 2008 together with reports of the Auditors and the Directors thereon. 2. To elect Directors. 3. To confirm the appointment of Mr. Nazmul Hassan as Managing Director of the Company for a peirod of 5 years effective from 7th May 2009. 4. To declare 10% Cash and 20% Stock Dividend. 5. To appoint Auditors for the year 2009 and to fix their remuneration. 6. To transact any other business of the Company with the permission of the Chair. By order of the Board, (MD. ASAD ULLAH, FCS) Company Secretary Dated: 13th May, 2009 NOTES : (1) The Record Date shall be on 25th May, 2009. The Shareholders whose names will appear in the Share Register of the Company or in the Depository Register on that date will be entitled to attend at the Annual General Meeting and to receive the dividend. (2) A member entitled to attend and vote at the General Meeting may appoint a Proxy to attend and vote in his/her stead. The Proxy Form, duly stamped, must be deposited at the Registered Office of the Company not later than 48 hours before the time fixed for the meeting. (3) Admission to the meeting room will be strictly on production of the attendance slip sent with the Notice as well as verification of signature of Member(s) and/or proxy-holder(s). 28 ANNUAL REPORT 2008 Report of the Directors to the Shareholders For the year ended 31 December 2008 The Directors are pleased to present their report to the shareholders together with the audited accounts of the Company for the year ended 31st December, 2008 along with Auditors' Report thereon. Financial Results and Profit Appropriations Net Profit After Tax Add : Profit brought forward from previous year Profit Available for Appropriation Recommended for Appropriations: Transfer to tax-holiday reserve Proposed dividend Tax holiday reserve no longer required Figures in '000 Taka 2008 2007 545,341 3,017,415 3,562,756 64,482 - (377,873) 442,355 353,068 2,883,629 3,236,697 (219,282) (78,155) (171,761) 30,634 Un-appropriated Profit Carried Forward 3,627,238 3,017,415 Dividend The Board of Directors has recommended 10% cash and 20% stock dividend for approval of the shareholders for the year ended 31 December, 2008. Directors Mr. A. S. F. Rahman, Director of the company retires by rotation as per Articles 126 and 127 of the Articles of Association of the Company and being eligible offers himself for re-election. Mr. A.B. Siddiqur Rahman, Director of the company retires by rotation as per Articles 126 and 127 of the Articles of Association of the Company and being eligible offers himself for re-election being the nominee of Beximco Holdings Ltd. Advocate Ahsanul Karim, Director of the Company also retires by rotation as per Articles 126 and 127 of the Articles of Association of the Company and being eligible offers himself for re-election being the nominee of Bangladesh Export Import Company Ltd. Board Audit Committee The Company has an audit committee, which met twice in 2008, to consider its Annual Financial Statements for the year ended 31 December 2007 and Half-Yearly Report for the half-year to 30 June 2008. The Committee comprises Mr. M A Qasem as Chairman and Dr. Abdul Alim Khan and Advocate Ahsanul Karim as Members. ANNUAL REPORT 2008 29 Auditors The Directors hereby report that the existing Auditors, M. J. Abedin & Co., Chartered Accountants, National Plaza (6th Floor), 109, Bir Uttam C. R. Datta Road, Dhaka-1205 who were appointed as Auditors of the Company in the Thirty-second Annual General Meeting of the Company has carried out the audit for the year ended 31 December 2008. M. J. Abedin & Co., Chartered Accountants, National Plaza (6th Floor), 109, Bir Uttam C. R. Datta Road, Dhaka-1205, the Auditors of the Company retire at this meeting and have expressed their willingness to continue in office for the year 2009. Board Meetings and Attendance During the year 13 (Thirteen) Board Meetings were held. The attendance record of the Directors is as follows: Name of Directors Mr. A S F Rahman Mr. Salman F Rahman Mr. Iqbal Ahmed Mr. M. A. Qasem Mr. O. K. Chowdhury Dr. Abdul Alim Khan Mr. A. B. Siddiqur Rahman Dr. Farida Huq Barrister Faheemul Huq Advocate Ahsanul Karim Meetings attended Nil ** Nil ** 5 11 13 13 13 11 10 10 **Leave of absence were granted to them during the period. Statement of Directors on Financial Reports 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 Company's state of affairs, the result 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 preparation of the financial statements except those referred to in the financial statements and that 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 the financial statements. e) Internal Control System is sound in design and has been effectively implemented and monitored. f) There is no significant doubts about the ability of the Company to continue as a going concern. 30 ANNUAL REPORT 2008 The pattern of shareholding (i) (ii) (iii) (iv) Name-wise details Parent/Subsidiary/Associate companies and other related parties : Beximco Holdings Ltd. Bangladesh Export Import Company Ltd. Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit and their spouses and minor children : Mr. A S F Rahman, Chairman Mr. Salman F Rahman, Vice Chairman Dr. Abdul Alim Khan, Director Dr. Farida Huq, Director Mr. Nazmul Hassan, Chief Executive Officer Mr. Afsar Uddin Ahmed, Director Commercial Chief Financial Officer, Company Secretary And Head of Internal Audit, spouse and minor children Executives Shareholders holding ten percent (10%) or more voting interest in the company Beximco Holdings Ltd. (mentioned in Sl. No. (i) ) The Bank of New York (International Nominees) No. of Shares held 14,302,878 7,574,022 2,000,289 1,464,037 636,089 3,764 4,647 4 Nil Nil 14,302,878 34,092,657 Key Operating and Financial Data The summarized key operating and financial data of five years is annexed. Corporate Governance Compliance Report In accordance with the requirement of the Securities and Exchange Commission, “Corporate Governance Compliance Report” is annexed. Thank you all. On behalf of the Board A S F RAHMAN Chairman Dhaka 30th April, 2009 ANNUAL REPORT 2008 31 Corporate Governance Compliance Report Status of compliance with the conditions imposed by the Commission's Notification No. SEC/CMRRCD/2006/158/ Admin/02-08 dated 20th February 2006 issued under section 2CC of the Securities and Exchange Ordinance, 1969. (Report under Condition No.5.00) Title Compliance status Complied Not complied Explanation for non-compliance with the condition Boards Size Independent Directors Independent Directors Appointment Chairman & Chief Executive Directors Report on financial Statements Books of Accounts Accounting Policies IAS Applicable in Bangladesh System of Internal Control Going Concern Deviation in Operating Results Key operating and Financial Data Declaration of Dividend Number of Board Meetings Pattern of Shareholdings CFO, HIA & CS Appointment Board Meeting Attendance Audit Committee Composition of Audit Committee Audit Committee Members Appointment Terms of service of Audit Committee Chairman of Audit Committee Audit Committee Chairman's Qualification Reporting to the Board of Directors Report of Conflicts of Interest Defect in the Internal Control System Suspected infringement of Laws Any other matter Reporting to the Authorities Reporting to the Shareholders Appraisal or Valuation Services Financial information system Book keeping or other services Broker dealer services Actuarial services Internal Audit services Any other services √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ Condition No. 1.1 1.2(I) 1.2(II) 1.3 1.4(a) 1.4(b) 1.4(c) 1.4(d) 1.4(e) 1.4(f) 1.4(g) 1.4(h) 1.4(i) 1.4(j) 1.4(k) 2.1 2.2 3.00 3.1(i) 3.1(ii) 3.1(iii) 3.2(I) 3.2(ii) 3.3.1(I) 3.3.1(ii)(a) 3.3.1(ii)(b) 3.3.1(ii)(c) 3.3.1(ii)(d) 3.3.2 3.4 4.00 (I) 4.00 (ii) 4.00 (iii) 4.00 (iv) 4.00 (v) 4.00 (vi) 4.00 (vii) 32 ANNUAL REPORT 2008 Key Operating and Financial Data Amounts in thousand Taka 2008 2007 2006 2005 2004 Particulars Authorized Capital Paid up Capital Turnover (Net) Turnover (Export) Gross Margin Profit Before Tax Net Profit Fixed Assets (Gross) Shareholders' Equity 2,000,000 1,259,577 4,010,167 170,604 2,007,296 714,121 545,341 14,291,850 10,450,202 30% 83 4.33 167.7 38.73 65,556 54 885 2,000,000 1,145,070 3,597,025 122,752 1,629,515 399,678 353,068 10,516,030 8,250,940 15% 72 2.80 58.9 21.04 53,892 60 879 52,953 2,384 1,910 474 2,000,000 1,040,973 3,702,317 115,099 1,731,086 523,243 470,659 9,885,840 7,949,920 15% 76 4.11 53.7 13.06 48,932 58 986 47,888 2,403 1,905 498 2,000,000 959,216 3,327,023 88,858 1,000,000 559,763 2,402,701 79,485 1,558,500 1,023,772 485,367 489,262 8,623,969 6,820,925 353,661 329,376 6,822,860 4,836,013 15% 71 6.36 57.8 9.09 50,591 55 2,107 48,429 1,981 1,505 476 30% 86 4.71 92.1 19.55 50,750 49 8,819 41,882 1,385 964 421 Dividend Shareholders' Equity Per Share Earnings per Share (EPS) Market Price Per Share (at end of the year) Price Earning Ratio (Times) Number of shareholders Foreign Investors ICB including ICB Investors Account Sponsors, General Public & Other Institutions 64,617 HUMAN RESOURCES Number of employees Officers Staff 2,310 1,874 436 10,450,202 4,010,167 714,121 7,949,920 6,820,925 8,250,940 3,702,317 3,327,023 3,597,025 523,243 485,367 399,678 4,836,013 2,402,701 353,661 a k a T d n a s u o h t n i t n u o m A 2004 2005 2006 2007 2008 Shareholders' Equity Turnover Profit Before Tax ANNUAL REPORT 2008 33 Auditors' Report To The Shareholders of BEXIMCO PHARMACEUTICALS LIMITED We have audited the accompanying Balance Sheet of the Beximco Pharmaceuticals Limited as of December 31, 2008 and the related Profit and Loss Account, Statement of Changes in Equity and Statement of Cash Flows for the year then ended. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing (ISA). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating presentation of the overall financial statement. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements prepared in accordance with International Financial Reporting Standards (IFRSs), including International Accounting Standards (IASs), give a true and fair view of the state of the company's affairs as of December 31, 2008 and of the results of its operations and its cash flows for the year then ended and comply with the applicable sections of the Companies Act 1994, the Securities and Exchange Rules 1987 and other applicable laws and regulations. We also report that : (a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit and made due verification thereof ; (b) (c) in our opinion, proper books of account as required by law have been kept by the company so far as it appeared from our examination of those books ; the company's balance sheet and profit and loss account dealt with by the report are in agreement with the books of account ; and (d) the expenditure incurred was for the purposes of the company's business. Dhaka 30 April, 2009 M. J. ABEDIN & CO. Chartered Accountants 34 ANNUAL REPORT 2008 BEXIMCO PHARMACEUTICALS LIMITED Balance Sheet As at 31 December 2008 Notes 2008 2007 ASSETS Non-Current Assets Property, Plant and Equipment- Carrying Value Investment in Shares Current Assets Inventories Spares & Supplies Accounts Receivable Loans, Advances and Deposits Cash and Cash Equivalents TOTAL ASSETS SHAREHOLDERS' EQUITY AND LIABILITIES Shareholders' Equity Issued Share Capital Share Premium Excess of Issue Price over Face Value of GDRs Capital Reserve on Merger Revaluation Surplus Tax-Holiday Reserve Retained Earnings Non-Current Liabilities Long Term Borrowing-Net off Current Maturity (Secured) Liability for Gratuity & WPPF Deferred Tax Liability Current Liabilities and Provisions Short Term Borrowings Long Term Borrowing-Current Maturity Creditors and Other Payables Accrued Expenses Dividend Payable Income Tax Payable Tk. 20 (a) 21 22 23 24 25 26 27 28 20(b) 29 30 31 32 33 34 35 36 37 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY Tk. 11,957,773,787 11,921,072,697 36,701,090 2,861,891,654 1,505,288,093 234,530,326 503,916,401 544,509,106 73,647,728 14,819,665,441 10,450,202,145 1,259,577,470 1,489,750,000 1,689,636,958 294,950,950 1,711,174,747 - 4,005,112,020 1,767,431,029 1,446,600,500 274,419,253 46,411,276 2,602,032,267 1,461,666,227 648,165,841 263,176,822 81,776,450 3,169,568 144,077,359 14,819,665,441 9,029,643,482 8,992,942,392 36,701,090 2,923,775,458 1,470,152,242 182,328,049 499,680,792 685,915,465 85,698,910 11,953,418,940 8,250,939,647 1,145,070,430 1,489,750,000 1,689,636,958 294,950,950 - 442,354,953 3,189,176,356 2,074,506,357 1,776,449,778 246,704,610 51,351,969 1,627,972,936 907,582,327 343,604,498 271,814,118 60,052,739 3,285,324 41,633,930 11,953,418,940 The Notes are integral part of the Financial Statements. Approved and authorised for issue by the board of directors on 30 April, 2009 and signed for and on behalf of the Board : A S F Rahman Chairman Salman F Rahman Vice Chairman Dhaka 30 April, 2009 Ali Nawaz Chief Finance Officer Per our report of even date. M. J. Abedin & Co. Chartered Accountants ANNUAL REPORT 2008 35 BEXIMCO PHARMACEUTICALS LIMITED Profit and Loss Account For the year ended 31 December 2008 Notes 2008 2007 Net Sales Revenue Cost of Goods Sold Gross Profit Operating Expenses : Administrative Expenses Selling, Marketing and Distribution Expenses Profit from Operations Other Income Finance Cost Profit Before Contribution to WPPF Contribution to Workers' Profit Participation/ Welfare Funds 38 39 42 43 44 45 46 Profit Before Tax Income Tax Expense Current Tax Deferred Tax Income/(Expense) Profit After Tax Transferred to Statement of Changes in Equity Earnings Per Share (of Tk. 10 /- each) (Adjusted EPS of 2007) 19.5 & 47 Tk. 48 Tk. 4,010,167,059 (2,002,871,181) 2,007,295,878 3,597,024,812 (1,967,509,975) 1,629,514,837 (1,008,501,030) (153,464,243) (855,036,787) 998,794,848 686,510 (249,654,298) 749,827,060 (35,706,050) 714,121,010 (168,779,737) (173,720,430) 4,940,693 545,341,273 4.33 (974,736,690) (145,544,701) (829,191,989) 654,778,147 19,625,795 (254,742,392) 419,661,550 (19,983,883) 399,677,667 (46,609,789) (57,661,278) 11,051,489 353,067,878 2.80 Number of Shares used to compute EPS 125,957,747 125,957,747 The Notes are integral part of the Financial Statements. Approved and authorised for issue by the board of directors on 30 April, 2009 and signed for and on behalf of the Board : A S F Rahman Chairman Salman F Rahman Vice Chairman Dhaka 30 April, 2009 36 ANNUAL REPORT 2008 Ali Nawaz Chief Finance Officer Per our report of even date. M. J. Abedin & Co. Chartered Accountants BEXIMCO PHARMACEUTICALS LIMITED Statement of Changes in Equity For the year ended 31 December 2008 Share Capital Share Premium Excess of Issue Price over Face Value of GDRs Tax Holiday Reserve Capital Reserve on Merger Revaluation Surplus Retained Earnings Total Opening Balance Revaluation Surplus Profit after tax for 2008 Tax Holiday Reserve no longer required Cash Dividend of Previous Year (2007) Bonus Share of Previous Year (2007) - - - - 114,507,040 1,145,070,430 1,489,750,000 1,689,636,958 - - - - - - - - - (442,354,953) - - - - 442,354,953 294,950,950 - 1,711,174,747 - - - - - - - - - 3,189,176,356 - 545,341,273 442,354,953 (57,253,522) (114,507,040) 8,250,939,647 1,711,174,747 545,341,273 - (57,253,522) - Closing Balance Tk. 1,259,577,470 1,489,750,000 1,689,636,958 - 294,950,950 1,711,174,747 4,005,112,020 10,450,202,145 Total Number of shares Shareholders' Equity per share 125,957,747 Tk. 82.97 The Notes are integral part of the Financial Statements. Approved and authorised for issue by the board of directors on 30th April, 2009 and signed for and on behalf of the Board : A S F Rahman Chairman Salman F Rahman Vice Chairman Dhaka 30 April, 2009 Ali Nawaz Chief Finance Officer Per our report of even date. M. J. Abedin & Co. Chartered Accountants ANNUAL REPORT 2008 37 BEXIMCO PHARMACEUTICALS LIMITED Cash Flow Statement For the year ended 31 December 2008 Cash Flows from Operating Activities : Cash Receipts from Customers and Others Cash Paid to Suppliers and Employees Cash Generated from Operations Interest Paid Income Tax Paid Net Cash Generated from Operating Activities Cash Flows from Investing Activities : Acquisition of Property, Plant and Equipment ( Note : 49) Sales of Shares in Bextex Ltd. Disposal of Property, Plant and Equipment Net Cash Used in Investing Activities Cash Flows from Financing Activities : Net Increase / (Decrease) in Long Term Borrowings Net (Decrease)/Increase in Short Term Borrowings Dividend Paid Net cash Generated from Financing Activities (Decrease) / Increase in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Cash and Cash Equivalents at End of Year 2008 2007 4,006,684,717 (2,840,612,734) 1,166,071,983 3,542,690,128 (2,947,335,836) 595,354,292 (214,066,707) (71,277,001) 880,728,275 (222,581,780) (32,303,532) 340,468,980 (1,180,445,241) - 61,600 (1,180,383,641) (460,904,187) 9,730,325 1,928,598 (449,245,264) (209,110,438) 554,083,900 (57,369,278) 287,604,184 (12,051,182) 85,698,910 73,647,728 70,386,381 (395,234,653) (61,775,479) (386,623,751) (495,400,035) 581,098,945 85,698,910 Tk. The Notes are integral part of the Financial Statements. Approved and authorised for issue by the board of directors on 30 April, 2009 and signed for and on behalf of the Board : A S F Rahman Chairman Salman F Rahman Vice Chairman Dhaka 30 April, 2009 38 ANNUAL REPORT 2008 Ali Nawaz Chief Finance Officer Per our report of even date. M. J. Abedin & Co. Chartered Accountants BEXIMCO PHARMACEUTICALS LIMITED Notes to the Financial Statements As at and For the year ended 31 December 2008 1. Background Information and Principal Activities Beximco Pharmaceuticals Limited (BPL/ the Company) was incorporated in Bangladesh in 1976 under the Companies Act, 1913 as a Public Limited Company. It commenced its manufacturing operation in 1980. The company was listed with Dhaka Stock Exchange in 1985 and with Chittagong Stock Exchange in 1995 on its debut. In 2005, BPL was enlisted with the Alternative Investment Market (AIM) of the London Stock Exchange. The shares of the Company are now traded in Dhaka and Chittagong Stock Exchanges of Bangladesh and also in the AIM of the London Stock Exchange. Also in 2005, the company took over, under a Scheme of Amalgamation, Beximco Infusions Ltd., a listed company of the Beximco Group engaged in manufacturing and marketing of intravenous fluids. The registered office of the company is located at House No. 17, Road No. 2, Dhanmondi R/A, Dhaka. The industrial units are located at Tongi and Kaliakoir under Gazipur district - a close vicinity of the capital city. The company is engaged in manufacturing and marketing of pharmaceuticals finished Formulation Products, Active Pharmaceutical Ingredients (APIs) and life saving Intravenous (I.V) Fluids which it sells in the local as well as international markets. The company also provides contract manufacturing services. 2. Accounting Basis The financial statements have been prepared on the Historical Cost Basis except land, building and plant and machinery, and therefore, do not take into consideration the effect of inflation. 3. Compliance with Local Laws and Regulations The financial statements have been prepared in compliance with the requirements of the Companies Act, 1994: the Securities & Exchange Rules 1987: the Listing Regulations of Dhaka and Chittagong Stock Exchanges and other relevant local laws as applicable. 4. Compliance of International Financial Reporting Standards (IFRSs) The financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRSs), including International Accounting Standards (IASs). 5. Presentation of Financial Statements The presentation of these financial statements are in accordance with the guidelines provided by IAS 1 : Presentation of Financial Statements. 6. Reporting Period The financial period of the company covers one calendar year from 1st January to 31st December consistently. 7. Approval of Financial Statements The financial statements were approved by the Board of Directors on 30 April, 2009. 8. Reporting Currency The financial statements are prepared and presented in Bangladesh Currency (Taka), which is the company's functional currency. All financial information presented have been rounded off to the nearest Taka except where indicated otherwise. ANNUAL REPORT 2008 39 9. Comparative Information and Rearrangement Thereof Comparative information has been disclosed in respect of the year 2007 for all numerical information in the financial statements and also the narrative and descriptive information where it is relevant for understanding of the current year's financial statements. Figures for the year 2007 have been re-arranged wherever considered necessary to ensure better comparability with the current year. 10. Risk and Uncertainty For Use of Estimates and judgments The preparation of financial statements in conformity with the IFRSs including IASs require management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses, and for contingent assets and liabilities that require disclosure, during and at the date of the financial statements. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions of accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected as required by IAS 8 : Accounting Policies, Changes in Accounting Estimates and Errors. 11. Accrued Expenses and Other Payables Liabilities for the goods and services received have been accounted for. Payables are not interest bearing and are stated at their nominal value. 12. Going Concern The Company has adequate resources to continue in operation for the foreseeable future. For this reason, the directors continue to adopt going concern basis in preparing the accounts. 13. Financial Instruments Non-derivative financial instruments comprise accounts and other receivables, cash and cash equivalents, borrowings and other payables and are shown at transaction cost. 14. Impairment In accordance with the provisions of IAS 36 : Impairment of Assets, the carrying amount of non-financial assets, other than inventories are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated and impairment losses are recognized in profit and loss account. No such indication of impairment has been observed till to date. 15. Segment Reporting No segment reporting is applicable for the company as required by IAS 14 : Segment Reporting as its revenue from external customers and from transactions with internal customers (other segments) is not 10% or more of total revenue of all segments. 16. Statement of Cash Flows The Statement of Cash Flow has been prepared in accordance with the requirements of IAS 7: Statement of Cash Flows. The cash generated from operating activities has been reported using the Direct Method as prescribed by the Securities and Exchange Rules, 1987 and as the benchmark treatment of IAS 7, whereby major classes of gross cash receipts and gross cash payments from operating activities are disclosed. 17. Related Party Disclosures The company carried out a number of transactions with related parties in the normal course of business and on arm's length basis. The information as required by IAS 24 : Related party Disclosures has been disclosed in a separate note to the accounts. 18. Events after the Reporting Period In compliance with the requirements of IAS 10 : Events After the Reporting Period, post balance sheet adjusting events that provide additional information about the company's position at the balance sheet date are reflected in the financial statements and events after the balance sheet date that are not adjusting events are disclosed in the notes when material. 40 ANNUAL REPORT 2008 19. Significant Accounting Policies The accounting policies in respect of material items of financial statements set out below have been applied consistently to all periods presented in these financial statements. 19.1 Revenue Recognition In compliance with the requirements of IAS 18 : Revenue, revenue from receipts from customers against sales is recognized when products are dispatched to customers, that is, when the significant risk and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods. Revenue from sales is exclusive of VAT. Cash dividend income on investment in shares is recognized on approval of said dividend in the annual general meeting . Stock dividend income (Bonus Shares) is not considered as revenue. 19.2 Property, Plant and Equipment 19.2.1 Recognition and Measurement This has been stated at cost or revalued amount less accumulated depreciation in compliance with the requirements of IAS 16: Property, Plant and Equipment. The cost of acquisition of an asset comprises its purchase price and any directly attributable cost of bringing the assets to its working condition for its intended use inclusive of inward freight, duties and non-refundable taxes. 19.2.2 Pre-Operating Expenses and Borrowing Costs In respect of major projects involving construction, related pre-operational expenses form part of the value of assets capitalized. Expenses capitalized also include applicable borrowing cost considering the requirement of IAS 23: Borrowing Costs. 19.2.3 Disposal of Fixed Assets On disposal of fixed assets, the cost and accumulated depreciation are eliminated and gain or loss on such disposal is reflected in the income statement, which is determined with reference to the net book value of the assets and net sales proceeds. 19.2.4 Depreciation on Fixed Assets Depreciation is provided to amortise the cost of the assets after commissioning, over the period of their expected useful lives, in accordance with the provisions of IAS 16: Property, Plant and Equipment. Depreciation is provided for the period in use of the assets. Depreciation is provided at the following rates on reducing balance basis: Building and Other Construction Plant and Machinery Furniture & Fixtures Transport & Vehicle Office Equipment 5% to 10% 7.5% to 15% 10% 20% 10% to 15% 19.3 Inventories Inventories are carried at the lower of cost and net realizable value as prescribed by IAS 2: Inventories. Cost is determined on weighted average cost basis. The cost of inventories comprises of expenditure incurred in the normal course of business in bringing the inventories to their present location and condition. Net realizable value is based on estimated selling price less any further costs expected to be incurred to make the sale. 19.4 Cash and Cash Equivalents Cash and cash equivalents include cash in hand, in transit and with banks on current and deposit accounts which are held and available for use by the company without any restriction. There is insignificant risk of change in value of the same. ANNUAL REPORT 2008 41 19.5 Income Tax Expense Income tax expense comprises current and deferred tax. Income tax expense is recognized in profit and loss account and accounted for in accordance with the requirements of IAS 12 : Income Tax. Current Tax Current tax is the expected tax payable on the taxable income for the year, and any adjustment to tax payable in respect of previous years. The company qualifies as a “Publicly Traded Company”, hence the applicable Tax Rate is 27.50%. Deferred Tax The company has recognized deferred tax using balance sheet method in compliance with the provisions of IAS 12 : Income Taxes. The company's policy of recognition of deferred tax assets/ liabilities is based on temporary differences (Taxable or deductible) between the carrying amount (Book value) of assets and liabilities for financial reporting purpose and its tax base, and accordingly, deferred tax income/expenses has been considered to determine net profit after tax and earnings per shares (EPS). A deferred tax asset is recognized to the extent that it is probable that future taxable profit will be available against which temporary differences can be utilized. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realized. 19.6 Lease Assets In compliance with the IAS 17 : Leases, cost of assets acquired under finance lease along with related obligation have been accounted for as assets and liabilities respectively of the company, and the interest element has been charged as expenses. 19.7 Lease Payment Lease payments made under finance leases are apportioned between the finance expenses and the reduction of the outstanding liability. 19.8 Employee Benefits The company has accounted for and disclosed of employee benefits in compliance with the provisions of IAS 19: Employee Benefits. The cost of employee benefits are charged off as revenue expenditure in the period to which the contributions relate. The company's employee benefits includes the following : (a) Defined Contribution Plan This represents recognized contributory provident fund for all its permanent employees. Assets of provident fund are held in a separate trustee administered fund as per the relevant rules and is funded by contributions from both the employees and the company at pre-determined rates. (b) Defined Benefits Plan This represents unfunded gratuity scheme for its permanent employees. Employees are entitled to gratuity benefit after completion of minimum five years of service in the company. The gratuity is calculated on the latest applicable basic pay and is payable at the rate of one month basic pay for every completed year of service. Though no valuation was done to quantify actuarial liabilities as per the IAS 19 : Employee Benefits, such valuation in not likely to yield a result significantly different from the current provision. (c) Contribution To Workers' Profit Participation/ Welfare Funds This represents 5% of net profit before tax contributed by the company as per provisions of the Bangladesh Labor Law, 2006 and is payable to workers as defined in the said scheme. (d) Insurance Scheme Employees of the company are covered under group life insurance scheme. 42 ANNUAL REPORT 2008 19.9 Share Premium The Share Premium shall be utilized in accordance with the provisions of the Companies Act, 1994 and as directed by the Securities and Exchange Commission in this respect. 19.10 Tax Holiday Reserve This was created out of profit of units enjoying tax holiday status to invest in the same undertaking or in any new industrial undertaking or in stocks and shares of listed companies or in government bonds or securities or for other purposes as required by the Income Tax Ordinance, 1984. As the tax holiday expired, tax holiday reserve being no longer required are released and transferred to retained earnings. 19.11 Proposed Dividend The amount of proposed dividend has not been accounted for but disclosed in the notes to the accounts along with dividend per share in accordance with the requirements of the Para 125 of International Accounting Standard (IAS) 1: Presentation of Financial Statements. Also, the proposed dividend has not been considered as “Liability” in accordance with the requirements of the Para 12 & 13 of International Accounting Standard (IAS) 10: Events After The Reporting Period, because no obligation exists at the time of approval of accounts and recommendation of dividend by the Board of Directors. 19.12 Earnings Per Share (EPS) This has been calculated in compliance with the requirements of IAS 33 : Earnings Per Share by dividing the basic earnings by the weighted average number of ordinary shares outstanding during the year. Basic Earnings This represents earnings for the year attributable to ordinary shareholders. As there was no preference dividend, minority interest or extra ordinary items, the net profit after tax for the year has been considered as fully attributable to the ordinary shareholders. Weighted Average Number of Ordinary Shares Outstanding during the year Current Year (2008) The Bonus Shares issued during the year 2008 were treated as if they always had been in issue. Hence, in computing the Basic EPS of 2008, the total no. of shares including the said bonus shares has been considered as the Weighted Average No. of Shares Outstanding during the year 2008. Earlier Year (2007) The number of shares outstanding before the bonus issue has been adjusted for the proportionate change in the number of shares outstanding as if the bonus issue had occurred at the beginning of the earliest period reported (2007), and accordingly, in calculating the adjusted EPS of 2007, the total number of shares including the subsequent bonus issue in 2008 has been considered as the Weighted Average number of Shares Outstanding during the year 2007. The basis of computation of number of shares as states above is in line with the provisions of IAS 33 “ Earning Per Share “. The logic behind this basis, as stated in the said IAS is, that the bonus Shares are issued to the existing shareholders without any consideration, and therefore, the number of shares outstanding in increased without an increase in resources generating new earnings. Diluted Earnings Per Share No diluted EPS is required to be calculated for the year as there was no scope for dilution during the year under review. 19.13 Foreign Currency Transactions Foreign currency transactions are recorded at the applicable rates of exchange ruling at the transaction date. The monetary assets and liabilities, if any, denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchanges ruling at that date. Exchange differences are charged off as revenue expenditure in compliance with the provisions of IAS 21 : The Effects of Changes in Foreign Exchange Rates. The rates of relevant foreign exchanges at year end are : 2008 2007 1 US Dollar $ = Tk. 69.4500 69.2000 ANNUAL REPORT 2008 43 20 (a). Property, Plant and Equipment - Tk. 11,921,072,697 Particulars Land Building and Other Constructions Plant and Machinery Furniture and Fixtures Transport and Vehicle Office Equipment Total Cost At 31 December, 2007 Additions during the year Transferred & Capitalized Disposal during the year 1,236,071,399 1,047,308,070 1,113,983 201,830,246 570,463,551 20,433,395 - - 1,448,468,239 49,721,930 586,662,040 - 65,120,113 6,472,328 126,376,416 273,550 - - (150,000) (747,395) 228,590,676 4,151,934,913 632,687,402 814,020,465 (897,395) 4,642,060 5,094,784 - Cost at 31 December, 2008 Tk. 1,826,968,345 1,250,252,299 2,084,852,209 71,442,441 125,902,571 238,327,520 5,597,745,385 Accumulated Depreciation At 31 December, 2007 Depreciation during the year Adjustment for assets disposed off - 408,355,856 - 41,707,916 - - 858,580,427 79,317,045 - 30,783,529 4,068,305 (47,940) 81,094,114 9,087,528 (721,098) 144,273,813 1,523,087,739 147,183,829 13,003,035 (769,038) - Accumulated Depreciation at 31 December, 2008 - 450,063,772 937,897,472 34,803,894 89,460,544 157,276,848 1,669,502,530 Net Book Value 31 December, 2008 at Historical Cost Tk. 1,826,968,345 800,188,527 1,146,954,737 36,638,547 36,442,027 81,050,672 3,928,242,855 Revaluation Surplus 1,450,537,655 171,212,434 89,424,658 - - - 1,711,174,747 Net Book Value 31 December, 2008 at Current Cost Tk. Capital Work in Progress Carrying Value as on 31 December, 2008 Tk. Tk. 3,277,506,000 971,400,961 1,236,379,395 36,638,547 36,442,027 81,050,672 5,639,417,602 6,281,655,095 11,921,072,697 Assets include lease hold assets of Tk. 757,585,540 at current cost and Tk. 665,143,852 at depreciated current cost. Capital Work in Progress is arrived at as follows : Opening Balance Addition during the year Transferred & Capitalized Land Building and Other Constructions Plant & Machinery Office Equipment 2008 2007 6,364,095,218 731,580,342 7,095,675,560 (814,020,465) (20,433,395) (201,830,246) (586,662,040) (5,094,784) 5,960,713,895 540,788,449 6,501,502,344 (137,407,126) - (112,346,818) (25,060,308) - Tk. 6,281,655,095 6,364,095,218 20 (b). Revaluation Surplus - Tk. 1,711,174,747 S.F. Ahmed & Co, Chartered Accountants and valuers have revalued the land, building and plant & machinery of the Company as of 31 December 2008, following "Current cost method". Such revaluation has resulted into a revaluation surplus aggregating Tk. 1,711,174,747. 44 ANNUAL REPORT 2008 21. Investment in Shares - Tk. 36,701,090 This Consists of : a) 3,268,991 Shares of Tk. 10 each of Bextex Limited (former Padma Textile Mills Ltd.) b) 100,000 Shares of BPL Power Company Ltd. of Tk. 100 each c) 1 Share of Tk.1,000,000 each of Central Depository Bangladesh Ltd. (CDBL) 2008 25,701,090 10,000,000 1,000,000 2007 25,701,090 10,000,000 1,000,000 Tk. 36,701,090 36,701,090 The shares of the Bextex Limited are listed in the Dhaka and Chittagong Stock Exchanges. The market value of each share of Bextex Ltd. as on 30 December, 2008 was Tk. 23.90 ( on 30-12-07 Tk. 18.90) in the Dhaka Stock Exchange Ltd. and Tk. 23.80 ( on 30-12-07 Tk. 19.00) in the Chittagong Stock Exchange Ltd. 22. Inventories - Tk. 1,505,288,093 This consists of as follows : Finished Goods Work in Process Raw Material Packing Material Laboratory Chemical Physician Sample Raw & Packing Material in Transit 23. Spares & Supplies - Tk. 234,530,326 This consists of as follows : Spares & Accessories Stock of Stationery Literature & Promotional Material 24. Accounts Receivable - Tk. 503,916,401 This is unsecured, considered good and is falling due within one year. 358,010,498 171,647,779 554,338,294 187,608,219 3,719,853 23,037,101 206,926,349 331,438,214 142,743,433 607,643,749 188,571,634 2,673,958 18,397,570 178,683,684 Tk. 1,505,288,093 1,470,152,242 163,413,187 4,092,814 67,024,325 131,125,554 2,162,958 49,039,537 Tk. 234,530,326 182,328,049 This includes receivable of Tk. 24,604,636 equivalent to US$ 356,495 (on 31-12-2007 Tk. 27,811,796 equivalent to US $ 399,645) against export sales. This also includes Tk. 405,920,613 ( on 31-12-2007 Tk. 427,386,197) due from I & I Services Ltd., the local distributor of the pharmaceutical products of the Company and a "Related Party". The maximum amount due from that company during the year was Tk. 450,520,014 on 30-06-08 (on 28-06-07 Tk. 566,999,130). No amount was due from the directors, managing agent, managers and other officers of the company and any of them severally or jointly with any other person. ANNUAL REPORT 2008 45 25. Loans, Advances and Deposits - Tk. 544,509,106 This is unsecured, considered good and consists of as follows : Clearing & Forwarding VAT Claim Receivable Security Deposit & Earnest Money Lease Deposit Capital Expenditure/ Project Expenses Bank Guarantee Margin Advance against Salary Rent Advance Motor Cycle Raw & Packing Material Others 2008 2007 13,060,361 130,500,392 17,153,650 15,592,487 15,547,359 79,535,888 25,732,995 196,946 44,927,912 1,111,267 56,936,121 75,600,892 68,612,836 15,908,958 103,793,763 15,214,568 19,044,921 15,458,331 158,660,096 26,483,401 341,414 27,672,341 1,468,303 62,295,492 189,924,320 49,649,557 Tk. 544,509,106 685,915,465 (a) The maximum amount due from the officers during the year was Tk.46,332,043 on 31.10.2008. (b) No amount was due from the directors, managing agent, managers and other officers of the company and any of them severally or jointly with any other person, except as stated above. (c) No amount was due from any related party. 26. Cash and Cash Equivalents - Tk. 73,647,728 This consists of as follows : (a) Cash in Hand, Transit & Bank (b) Imprest Cash 27. Issued Share Capital - Tk. 1,259,577,470 This represents : Authorized : 200,000,000 Ordinary Shares of Tk. 10/- each 72,656,579 991,149 Tk. 73,647,728 84,296,510 1,402,400 85,698,910 Tk. 2,000,000,000 2,000,000,000 Issued, Subscribed and Paid-up : 51,775,750 Ordinary Shares (2007: 51,775,750) of Tk. 10/- each fully paid-up in cash 68,230,747 Bonus Shares (2007: 56,780,043) of Tk. 10/- each 5,951,250 Shares of Tk. 10/- each issued in Exchange of Shares of Beximco Infusions Ltd. Tk. 125,957,747 Shares 517,757,500 682,307,470 59,512,500 1,259,577,470 517,757,500 567,800,430 59,512,500 1,145,070,430 The movement of issued shares during the year 2008 is as follows : (a) Balance as on 01-01-2008 Bonus Share issued as dividend of 2007 Balance as on 31-12-2008 Number of Shares 114,507,043 11,450,704 125,957,747 Amount in Taka 1,145,070,430 114,507,040 1,259,577,470 46 ANNUAL REPORT 2008 (b) Composition of Shareholding : Sponsors Foreign Investors ICB including ICB Investors Account General Public and Institutions (c) Distribution Schedule : 2008 No. of shares 25,981,079 35,889,219 12,882,399 51,205,050 % 20.63 28.49 10.23 40.65 2007 No. of shares 23,619,165 38,303,493 12,881,852 39,702,533 % 20.63 33.45 11.25 34.67 125,957,747 100.00 114,507,043 100.00 Range of Holdings In number of shares No. of Shareholders 2008 2007 % of Shareholders 2008 2007 No. of Shares 2008 2007 1 to 499 500 to 5,000 5,001 to 10,000 10,001 to 20,000 20,001 to 30,000 30,001 to 40,000 40,001 to 50,000 50,001 to 100,000 100,001 to 1,000,000 Over 1,000,000 Total 53,098 11,448 541 234 79 34 11 46 50 15 65,556 42,754 10,201 541 204 60 30 18 32 38 14 53,892 81.00% 17.45% 0.83% 0.36% 0.12% 0.05% 0.02% 0.07% 0.08% 0.02% 5,267,925 6,312,797 79.33% 13,121,792 18.93% 14,168,303 3,729,112 3,812,607 1.00% 2,844,702 3,227,093 0.38% 1,437,596 1,934,231 0.11% 1,076,154 1,168,786 0.06% 802,656 505,241 0.03% 2,215,866 0.06% 3,120,082 13,175,792 0.07% 14,569,334 70,835,448 0.03% 77,139,273 100.00% 100.00% 125,957,747 114,507,043 % of Share Capital 2008 2007 5.01% 11.25% 3.03% 2.56% 1.54% 0.93% 0.40% 2.48% 11.57% 61.23% 4.60% 11.46% 3.26% 2.48% 1.26% 0.94% 0.70% 1.94% 11.51% 61.85% 100.00% 100.00% (d) Market Price : The shares are listed in Dhaka, Chittagong and London Stock Exchanges. On the last working day of the year, each share was quoted at Tk. 167.70 (in 2007 Tk. 58.90) in the Dhaka Stock Exchange Ltd., Tk. 167.90 (in 2007 Tk. 59.30) in the Chittagong Stock Exchange Ltd., and GBP 0.13 in London Stock Exchange (in 2007 GBP 0.37). 28. Excess of Issue Price over Face Value of GDRs - Tk. 1,689,636,958 This represents the issue price of 28,175,750 GDRs at Tk. 2,244,080,670 net off face value of underlying shares against GDRs and following GDR issue expenses : Fees & Expenses for Libertas Capital ( Issue Manager / Nominated Advisor ) Expenses for accounting / management due diligence by Ernst & Young , UK Fees & expenses for legal due diligence by Jones day, UK & others Fees & expenses for Depository - Bank of New York. Printing, Publication and other listing related expenses Road show & other expenses 151,950,630 39,942,350 32,980,508 3,695,007 9,822,040 34,295,677 272,686,212 Tk. ANNUAL REPORT 2008 47 29. Tax-Holiday Reserve - Tk. Nil This is arrived at as follows : Opening Balance Add: Provided during the year Less : Transfered to Retained Earning (as no longer required) 2008 2007 442,354,953 - (442,354,953) - Tk. 394,834,828 78,154,622 (30,634,497) 442,354,953 30. Long Term Borrowing - Net off Current Maturity (Secured) - Tk. 1,446,600,500 This Consists of : (a) Project Loan (b) Interest and PAD Block (c ) Obligation Under Finance Leases (a) Project Loan 1,292,229,846 143,151,541 11,219,113 1,516,920,475 223,810,664 35,718,639 Tk. 1,446,600,500 1,776,449,778 This loan was sanctioned under the consortium arrangement of Janata Bank, Sonali Bank, Agrani Bank, Rupali Bank and United Commercial Bank Ltd. for the US FDA standard oral solid dosages facility of the company. Janata Bank is the lead bank to the consortium. This Loan is secured against : (i) First (registered mortgage) charge on paripassu basis with the participating banks on 1,112.82 decimals of land along with the building and other construction to be built thereon at Kathaldia, Aushpara of Gazipur; and (ii) First paripassu charge by way of hypothecation on all assets of the company both present and future. (iii) This Loan, carrying interest at 12.5% to 14% per annum, is repayable in quarterly installments ending by 2012. (b) Interest and PAD Block This represents blocked PAD and blocked interest of Janata Bank to be paid in quarterly/monthly installments ending latest by 30-04-2011. 31. Liability for Gratuity & WPPF - Tk. 274,419,253 This consists of payable to the permanent employees at the time of separation from the company and Loan from Workers' Profit Participation/Welfare Funds as detailed below : (a) Gratuity Payable Opening Balance Provided during the year Paid during the year (b) Loan from Workers' Profit Participation/Welfare Funds 102,444,429 23,460,000 125,904,429 (10,598,904) 115,305,525 159,113,728 274,419,253 Tk. Tk. 94,836,599 17,558,748 112,395,347 (9,950,918) 102,444,429 144,260,181 246,704,610 48 ANNUAL REPORT 2008 32. Deferred Tax Liability - Tk. 46,411,276 2008 2007 TThis is arrived at as follows : Opening Balance Deferred Tax (Income)/Expense for the year (Note : 47) 33. Short Term Borrowings - Tk. 1,461,666,227 This represents : (a) Janata Bank : Cash Credit-Pledge Cash Credit-Hypothecation PAD (b) Citibank NA (c) (d) (e) Standard Chartered Bank IPDC Loan From Beximco Holdings Ltd. 51,351,969 (4,940,693) 46,411,276 Tk. 62,403,458 (11,051,489) 51,351,969 155,058,129 960,682,217 35,018,033 39,199,326 (15,079) 50,716,933 221,006,668 1,461,666,227 Tk. 149,972,531 666,029,415 - 41,570,459 9,922 50,000,000 - 907,582,327 34. Long Term Borrowing-Current Maturity - Tk. 648,165,841 This consists of as follows and is payable within next twelve months from the Balance Sheet date : Project Loan Interest & PAD Block Obligation under Finance Leases 35. Creditors and other Payables - Tk. 263,176,822 This consists of : Goods & Services Provident Fund Capital Expenditure Advance Against Export Others These are unsecured, and falling due within one year. 479,020,757 143,658,000 25,487,084 648,165,841 Tk. 152,025,355 159,478,000 32,101,143 343,604,498 58,382,776 191,013,499 3,269,279 2,368,551 8,142,717 263,176,822 Tk. 112,027,880 149,723,824 5,051,325 1,705,718 3,305,371 271,814,118 36. Accrued Expenses - Tk. 81,776,450 This is unsecured, falling due within one year and consists of as follows : For expenses Workers' Profit Participation/ Welfare Funds (current year's provision) 46,070,400 35,706,050 40,068,856 19,983,883 Tk. 81,776,450 60,052,739 ANNUAL REPORT 2008 49 37. Income Tax Payable - Tk. 144,077,359 This is arrived at as follows : Opening Balance Tax provided (Note - 47) Tax paid (including Advance Income Tax) during the year 38. Net Sales Revenue - Tk. 4,010,167,059 This represents net sales and consists of as follows : Local Sales Export Sales-US$ 2,501,084 (in 2007 US$ 1,777,322) Sales represent : Solid. Liquid & Inhalation Formulations Basic Chemicals IV Fluids 39. Cost of Goods Sold - Tk. 2,002,871,181 This is made-up as follows : Work-in-Process (Opening) Materials Consumed Factory Overhead Work-in-Process (Closing) COST OF PRODUCTION Finished Goods (Opening) Finished Goods available Finished Goods (Closing) Cost of Physician Sample 2008 2007 41,633,930 173,720,430 215,354,360 (71,277,001) 144,077,359 Tk. 16,276,184 57,661,278 73,937,462 (32,303,532) 41,633,930 3,839,563,510 3,474,272,775 170,603,549 122,752,037 Tk. 4,010,167,059 3,597,024,812 Pcs Kg. Bottles 2,171,705,929 1,768,179,996 26,790 6,364,302 9,040 6,565,071 Notes 40 41 142,743,433 1,680,187,263 418,030,710 2,240,961,406 (171,647,779) 2,069,313,627 331,438,214 2,400,751,841 (358,010,498) 2,042,741,343 (39,870,162) Tk. 2,002,871,181 178,713,956 1,486,392,827 414,930,167 2,080,036,950 (142,743,433) 1,937,293,517 398,102,771 2,335,396,288 (331,438,214) 2,003,958,074 (36,448,099) 1,967,509,975 Item wise quantity and value of Finished Goods Stock are as follows : Item Stock as on 01-01-08 Unit Quantity Value Solid. Liquid & Inhalation Formulations Pcs 312,870,267 IV Fluids Bottles 960,630 Stock as on 31-12-08 Solid. Liquid & Inhalation Formulations IV Fluids Basic Chemicals Pcs Bottles Kg. 435,894,863 1,037,201 3,464 307,290,151 24,148,063 Tk. 331,438,214 323,481,781 23,587,639 10,941,078 Tk. 358,010,498 50 ANNUAL REPORT 2008 40. Materials Consumed - Tk. 1,680,187,263 This is made-up as follows : Opening Stock Purchase Closing Stock 41. Factory Overhead - Tk. 418,030,710 This consists of as follows : Salary & Allowances Repairs & Maintenance Insurance Premium Municipal Tax & Land Revenue Advertisement & Subscription Traveling & Conveyance Entertainment Research and Development Printing & Stationery Telephone & Postage Toll Charge/ (income) - Net Electricity, Gas & Water Other Expenses Depreciation 2008 2007 798,889,341 1,626,964,288 (745,666,366) 1,680,187,263 Tk. 825,628,628 1,459,653,540 (798,889,341) 1,486,392,827 178,633,988 52,239,401 3,739,078 1,576,304 210,780 1,132,515 405,432 3,341,369 4,326,436 1,779,948 14,015,468 17,521,600 8,114,783 130,993,608 418,030,710 Tk. 164,122,324 51,683,025 2,746,192 243,532 95,103 1,220,706 290,292 5,408,921 5,392,708 2,353,985 14,240,267 19,876,997 8,765,408 138,490,707 414,930,167 Salary and allowances include Company's Contribution to provident fund of Tk. 2,917,908 (in 2007 Tk. 2,411,504). In 2008, all the factory employees received annual salary and allowances of Tk. 36,000 and above. (a) (b) (c) The value of imported stores and spares consumed is Tk. 14,059,370 (in 2007 Tk.12,577,281) is included in repairs & maintenance. (d) Other expenses does not include any item exceeding 1% of total revenue. ANNUAL REPORT 2008 51 42. Administrative Expenses - Tk. 153,464,243 2008 2007 This consists of as follows : Salary & Allowances Rent Expenses Repairs & Maintenance Donation & Subscription Traveling & Conveyance Entertainment Printing & Stationery Auditors' Remuneration Telephone & Postage Electricity, Gas & Water Legal & Consultancy Fee AGM,Company Secretarial Expenses and Regulatory Fees Other Expenses Training Depreciation 84,200,344 7,300,078 8,275,689 738,391 9,503,179 1,287,515 1,167,878 522,500 3,412,609 5,156,735 2,506,406 15,151,730 8,246,900 106,936 5,887,353 153,464,243 Tk. 76,563,948 5,505,570 6,283,565 1,560,457 10,921,693 1,093,769 1,068,943 365,750 3,330,813 3,688,841 2,059,086 18,433,038 7,896,605 477,591 6,295,032 145,544,701 (a) (b) Salary and allowances include provident fund contribution of Tk. 2,466,064 (in 2007 Tk. 2,265,163). In 2008, all the employees of Administrative and General Management received annual salary and allowances of Tk. 36,000 and above. (c) Auditors' remuneration represents audit fee including VAT for auditing the accounts for the year 2008. 43. Selling, Marketing and Distribution Expenses - Tk. 855,036,787 This consists of as follows : Salary & Allowances Rent Expenses Repairs & Maintenance Traveling & Conveyance Entertainment Printing & Stationery Telephone & Postage Electricity, Gas & Water Market Research & New Products Training & Conference Sample Expenses Promotional Expenses Literature/News Letter Export Freight, Insurance & C&F Expense Delivery Commission Depreciation Other Expenses 291,723,125 8,305,000 10,620,026 144,538,948 1,590,918 11,441,995 7,716,905 3,025,764 8,180,930 22,998,344 58,267,732 95,159,738 45,148,618 12,332,087 114,180,696 10,302,868 9,503,093 855,036,787 267,944,701 13,005,628 14,696,235 138,760,988 663,066 10,189,762 7,147,739 2,719,882 20,434,120 21,498,705 53,540,434 88,106,570 47,070,903 14,952,132 106,083,796 12,590,064 9,787,264 829,191,989 Tk. (a) (b) Salary and allowances include provident fund contribution of Tk 9,278,354 (in 2007 Tk. 7,784,687). In 2008, all the employees related to selling, marketing and distribution received annual salary and allowances of Tk. 36,000 and above. (c) Delivery commission represents 3% of local sales of Formulation & IV Fluids which has been paid to the I & I Services Ltd., the local distributor of the company and a related party. 52 ANNUAL REPORT 2008 44. Other Income - Tk. 686,510 This is arrived at as follows : Interest Income Exchange gain (loss) on retention quota (F.C.) accounts Gain on Sale of shares in Bextex Ltd. (Loss) / Profit on Sale of Fixed Assets (Note - 51) 45. Finance Cost - Tk. 249,654,298 This is arrived at as follows : Interest on Cash Credit and others Interest on loan from PF and WPP/Welfare Fund 2008 2007 753,267 - - (66,757) 686,510 15,169,014 (63,001) 4,448,575 71,207 19,625,795 214,066,707 35,587,591 249,654,298 222,581,780 32,160,612 254,742,392 Tk. Tk. 46. Contribution To Workers' Profit Participation / Welfare Funds - Tk. 35,706,050 This represents 5% of net profit before tax after charging the contribution as per provisions of the Bangladesh Labour law-2006. 47. Income Tax Expenses - Tk. 168,779,737 This consists of as follows : (i) Current Tax for the year under review (ii) Deferred Tax (Income)/Expense (Note 19.5) 48. Earnings Per Share (EPS) : 173,720,430 (4,940,693) 168,779,737 57,661,278 (11,051,489) 46,609,789 Tk. (a) Earnings attributable to the Ordinary Shareholders Tk. 545,341,273 353,067,878 ( Net profit after Tax) (b) Weighted average number of Ordinary Shares outstanding during the year Earnings Per Share (EPS) (Adjusted EPS of 2007) 125,957,747 4.33 Tk. 125,957,747 2.80 49. Acquisition of Property, Plant and Equipment - Tk. 1,180,445,241 This is net of Interest During Construction Period (IDCP) amounting Tk.183,822,503 (in 2007 Tk. 178,135,018). 50. Related Party Disclosures : The Company carried out a number of transactions with related parties in the normal course of business and on arms length basis. The nature of transactions and their total value is shown below : Name of Related Parties Nature of Transactions (a) I & I Services Ltd. (b) I & I Services Ltd. (c) Bangladesh Online Ltd. (d) Beximco Holdings Ltd. (a) Local Delivery (b) Delivery Commission (c) Internet Bill (d) Short Term Borrowing Value of Transaction in 2008 Balance at year end 4,362,397,229 114,180,696 1,446,157 221,006,668 405,920,613 - - 221,006,668 Nature of Relationship : The Company and the parties are subject to common control from same source i.e., Beximco Group. ANNUAL REPORT 2008 53 51. Particulars of Disposal of Property, Plant and Equipment : The following assets were disposed off during the year ended 31-12-08 : Particulars of Assets Cost Dep.Upto 31-12-07 Furniture Transport & Vehicle Total Tk. 150,000 747,395 897,395 47,940 721,098 769,038 W.D.V. as on 31-12-07 102,060 26,297 128,357 Sales Price Profit/ (Loss) Mode of Disposal Name of the Parties 40,000 (62,060) Negociation Mr. Sadequl Islam 21,600 (4,697) Tender - 61,600 (66,757) 52. Payment/Perquisites to Directors and Managers : 2008 2007 (a) The aggregate amounts paid to/ provided for the Directors & Managers of the company is disclosed below : Remuneration Gratuity Contribution to Provident Fund Bonus Transport Medical Telephone Electricity, Gas & Water Total Tk. 40,524,160 2,592,405 3,110,886 5,184,810 13,453,596 2,967,284 2,876,941 2,132,551 72,842,633 35,788,874 2,302,025 2,253,984 4,604,050 9,719,924 2,979,925 3,160,179 2,160,518 62,969,479 (b) No compensation was allowed by the company to the Directors of the company. (c) No amount of money was expended by the company for compensating any member of the board for special services rendered. (d) No board meeting attendance fee was paid to the directors of the company. 53. Production Capacity, Actual Production in 2008 : Production Capacity Actual Production Excess/(Shortfall) Unit 2008 2007 2008 2007 Tablet & Capsule (in million pcs) 1,742 1,742 2,371 1,774 Bottle,Tube & Cans (in million pcs) Bottle-IV (in million pcs) 39 14 39 14 34 6 36 10 2008 629 (5) (8) 2007 32 (3) (4) 54. Capital Expenditure Commitment : There was no capital expenditure contracted but not incurred or provided for at 31 December 2008. 54 ANNUAL REPORT 2008 55. Finance Lease Commitment : At 31December, 2008, the company had annual commitment under finance leases as set out below : Leases expiring within 1 year Leases expiring within 2-5 years (inclusive) 25,487,084 11,219,113 36,706,197 Tk. 56. Claim not Acknowledged as Debt : There was no claim against the company not acknowledged as debt as on 31-12-08. 57. Un-availed Credit Facilities : There is no credit facilities available to the company under any contract, other than trade credit available in the ordinary course of business and not availed of as on 31-12-2008. 58. Payments Made in Foreign Currency : Import of Machinery, Equipments & Spares Import of Raw & Packing material Regulatory fees & other expenses Foreign Currency (Equivalent US$) Taka 1,395,326 95,815,336 18,342,295 1,273,432,201 603,954 41,316,734 No other expenses including royalty, technical expert and professional advisory fee, interest, etc. was incurred or paid in foreign currencies except as stated above. 59. Dividend Paid to the Non-resident Shareholders in 2008 : (i) Dividend for 2007 was approved on 21 August, 2008 and therefore, dividend for 2007 was paid in 2008. (ii) Dividend of Tk. 13,501,053 was paid to 13 non-resident shareholders against 33,752,632 shares held by them. (iii) No dividend was remitted in foreign currency but paid in local currency to their local custodian banks. 60. Foreign Exchange Earned : (a) Export Sales of US$ 2,501,084 (in 2007 US$ 1,777,322). (b) No other income including royalty, technical assistance and professional advisory fee, interest and dividend was earned or received in foreign currency. 61. Commission / Brokerage to selling agent : No commission was incurred or paid to any sales agent nor any brokerage or discount other than conventional trade discount was incurred or paid against sales. ANNUAL REPORT 2008 55 62. Contingent Liability : The company has a contingent liability to the extent of Tk. 2,127,691,200 (Yen 2,693,280,000) for third party corporate gurantee issued to Marubeni Corporation, Tokyo in favor of Bextex Limited, a member of Beximco Group. 63. Events After The Reporting Period : Following events have occurred since the Balance Sheet date: (a) The directors recommended 10% cash dividend and 20% Stock dividend (Bonus Share). The dividend proposal is subject to shareholders' approval at the forthcoming annual general meeting. (b) Except the fact stated above, no circumstances have arisen since the balance sheet date which would require adjustment to, or disclosure in, the financial statements or notes thereto. A S F Rahman Chairman Salman F Rahman Vice Chairman Ali Nawaz Chief Finance Officer Dhaka 30 April, 2009 56 ANNUAL REPORT 2008