Boston Properties Annual Report 2013

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Annual
Report
2013

BEXIMCO PHARMACEUTICALS LIMITED

Annual Report 2013 | I

It is only when you are healthy,

you enjoy fully the joy of life.

The joy of emotions and experiences.

The journey among friends and families.

The miracle we live every day.

Life.

It is that health we strive to sustain.

To nurture.

A healthy life for all.

| Annual Report 2013

Annual
Report
2013

BEXIMCO PHARMACEUTICALS LIMITED

Annual Report 2013 |Mission

We are committed to enhancing human health and well being by providing
contemporary and affordable medicines, manufactured in full compliance
with global quality standards. We continually strive to improve our core
capabilities to address the unmet medical needs of the patients and to
deliver outstanding results for our shareholders.

Vision

We will be one of the most trusted, admired and successful pharmaceutical
companies in the region with a focus on strengthening research and
development capabilities, creating partnerships and building presence
across the globe.

Core Values

Our core values define who we are; they guide us to take decisions and
help realize our individual and corporate aspirations.

Commitment to quality

We adopt industry best practices in all our operations to ensure highest
quality standards of our products.

Customer satisfaction

We are committed to satisfying the needs of our customers, both internal
and external.

People focus

We give high priority on building capabilities of our employees and
empower them to realize their full potential.

Accountability

We encourage transparency in everything we do and strictly adhere to the
highest ethical standards. We are accountable for our own actions and
responsible for sustaining corporate reputation.

Corporate Social Responsibility

We actively take part in initiatives that benefit our society and contribute to
the welfare of our people. We take great care in managing our operations
with high concern for safety and environment.

| Annual Report 2013

Contents

About the Company

Key Milestones

Board and Management

2013 Highlights

Managing Director’s Statement

Manufacturing Capabilities

New Products

Accolades

Global Accreditations

Factory Visits

Our People

Our R&D Capabilities

Global Footprint

Corporate Social Responsibility

Post Balance Sheet Update

Notice

Chairman’s Statement

Directors’ Report to the Shareholders

Certificate on Compliance of Corporate Governance Guidelines 63

Report on the Activities of the Audit Committee

Shareholders’ Meeting

Value Added Statement

Graphical View of Selected Growth Indicators

Independent Auditors’ Report

Statement of Financial Position

Statement of Comprehensive Income

Statement of Changes in Equity

Statement of Cash Flows

Notes to the Financial Statements

Proxy Form and Attendance Slip

Annual Report 2013 | 3

| Annual Report 2013

About the Company

Beximco Pharmaceuticals Ltd. (Beximco Pharma) is a leading manufacturer of medicines and active pharmaceutical ingredients (APIs)
based in Bangladesh. Incorporated in the late 70s, Beximco Pharma began as a distributor, importing products from global MNCs like
Bayer, Germany and Upjohn, USA and selling them in the local market, which were later manufactured and distributed under licensing
arrangement. Over the years the company has grown from strength to strength and today it has become a leading exporter of medicines
in the country winning National Export (Gold) Trophy a record four times. Benchmarked to global standards, Company’s manufacturing
facilities have been accredited by the major global regulatory authorities, and it has so far expanded its geographic footprint across all
the continents.

Beximco Pharma currently has a portfolio of more than 500 products encompassing all major therapeutic categories, and it has
successfully differentiated itself by offering technology driven specialized products. With a dedicated workforce of around 3,000 people,
the simple principle on which it was founded remains the same: producing high-quality generic drugs and making them affordable to
our people.

Annual Report 2013 | 5

Key Milestones

| Annual Report 2013

2013

2012

2011

2010

First Bangladeshi company to export
ophthalmic products to Europe

First Bangladeshi company to
launch Salbutamol HFA inhaler
(Azmasol®) in Singapore

from
Received GMP accreditation
AGES, Austria (for European Union);
only pharmaceutical company to win
‘National Export Trophy (Gold)’ for the
fourth time

The only pharmaceutical company
in Bangladesh to enter the US
market through acquisition of an
Abbreviated New Drug Application
(ANDA)

2009

Only Bangladeshi company
to
receive GMP approval from ANVISA,
Brazil

2008

First Bangladeshi company
to
receive GMP accreditation from
Therapeutic Goods Administration
(TGA), Australia, and Gulf Central
Committee for Drug Registration,
for GCC states; Technology transfer
arrangement
to manufacture
Roche’s ARV drug Saquinavir

2006

Launched CFC free HFA inhalers
for the first time in Bangladesh

2005

Only company in Bangladesh to be
listed on the Alternative Investment
Market
(AIM) of London Stock
Exchange (LSE) through issuance
of GDRs

2003

1993

1992

1985

First company
anti-retroviral
Bangladesh

introduce
in

(ARV) drugs

Russia became
destination for formulation products

the first export

Export operations started with
APIs

Listed on Dhaka Stock Exchange

1983

Launched own formulation
brands

1980

Started manufacturing products of
Bayer AG, Germany and Upjohn Inc.,
USA, under license agreements

1976

Company incorporated

Annual Report 2013 | 7
Annual Report 2013 | 7

Here’s to the future, Here’s to life

| Annual Report 2013

Salman F Rahman
Vice Chairman

A S F Rahman
Chairman

Board and Management

Board and Management |

Annual Report 2013 | 9
Annual Report 2013 | 9

The Board of Directors

A S F Rahman
Chairman

Salman F Rahman

Vice Chairman

Nazmul Hassan MP
Managing Director

Osman Kaiser Chowdhury
Director

Abu Bakar Siddiqur Rahman
Director

Iqbal Ahmed
Director

Mahbubul Alam
Independent Director

Dr. Abdur Rahman Khan
Independent Director

| Annual Report 2013

Company Secretary

Md. Asad Ullah, FCS

Executive Director

Management Committee

Nazmul Hassan MP
Managing Director

Osman Kaiser Chowdhury
Member of the Board of Directors

Rabbur Reza
Chief Operating Officer

Ali Nawaz
Chief Financial Officer

Afsar Uddin Ahmed
Director, Commercial

Zakaria Seraj Chowdhury
Director, International Marketing

Lutfur Rahman
Director, Manufacturing

A R M Zahidur Rahman
Executive Director, Production

Shamim Momtaz
Executive Director, Manufacturing

Mohd. Tahir Siddique
Executive Director, Quality

Jamal Ahmed Choudhury
Executive Director, Accounts & Finance

Prabir Ghose
Executive Director, Quality Assurance

Executive Committee

Osman Kaiser Chowdhury

Member of the Board of Directors

Nazmul Hassan MP

Rabbur Reza

Ali Nawaz

Afsar Uddin Ahmed

Managing Director

Chief Operating Officer

Chief Financial Officer

Director, Commercial

Board and Management |

Annual Report 2013 | 11

Specialized
Products

We are committed to providing better access to quality medicines which
are affordable because we know good health is priceless

| Annual Report 2013

2013 Highlights

Revenue

Tk. 10.49 bn

Gross Profit

Tk. 4.84 bn

Operating Profit

Tk. 2.32 bn

Profit Before Tax

Tk. 2.09 bn

Profit After Tax

Tk. 1.40 bn

12.94%

10.24%

5.27%

9.62%

6.47%

Earnings Per Share (EPS)

Tk. 4.01

6.37%

Launched 23 products in the domestic market; 6 of which were launched for the first time in Bangladesh

Registered 38 products in 14 different countries; Madagascar, Estonia and Uganda being new to the list

Commenced export of two ophthalmic products to Europe (Germany and Austria) for the first time from Bangladesh

Obtained marketing authorization for a product in Australia

Marketing authorization submission[s] made for one molecule in 5 European countries

3 ANDAs (Abbreviated New Drug Application) filed with US FDA (Food and Drug Administration)

2013 Highlights |

Annual Report 2013 | 13

Nazmul Hassan MP
Managing Director

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14 | Annual Report 2013
| Annual Report 2013

Managing Director’s
Statement

In 2013, we achieved a sales turnover of BDT 10.49 billion with a
year-on-year growth of 12.94%. Our domestic business posted a
growth of 11.34% while the industry grew by 8.12%.

Dear Shareholder,

2013 was an extremely challenging year for the country’s
economy. Political turmoils and certain unprecedented events
seriously disrupted our business activities. Despite all these
uncertainties, however, Bangladesh was able to maintain GDP
growth of 6% in the year. Steady growth in exports and growing
remittance backed by firm monetary policy boosted the country’s
foreign currency reserve to a record high.

In 2013, we achieved a sales turnover of BDT 10.49 billion with
a year-on-year growth of 12.94%. Our domestic business posted
a growth of 11.34% while the industry grew by 8.12%, failing to
maintain double digit growth for the first time since 2008.

We started the year with a renewed focus on export to regulated
markets, and we reached another major milestone in March
when we began exporting our own formulations to Germany
and Austria. This was the very first time a Bangladeshi pharma
company exported sterile ophthalmic products to Europe, known
for stringent quality standards. Two ophthalmic products for
treating glaucoma namely Latanoprost and a combination of
Latanoprost and Timolol, are being exported to these countries
with other European countries to follow. We remain focused on
entering these markets, as they offer tremendous opportunities
for generic drugs, and your company is advantageously positioned
to gain from such opportunities with its strong generic drug
skills. The Company successfully registered 38 products in
14 different countries including New Zealand, Panama, Gabon,
Nigeria, Cambodia, Azerbaijan, Philippines, Myanmar, Sri Lanka,
Nepal, Hong Kong, Uganda, Madagascar, EU-Estonia. We entered

3 new markets namely Madagascar, Estonia and Uganda in the
said period. Export sales posted an excellent 43% growth over
the previous year.

In the domestic market we continue to offer a diverse product
portfolio and in the year we launched 23 products; six of them
(Calorate Tablet, Jointec Max Tablet, Hemofix Tablet, Hemofix FZ
Tablet, Citicol Injection and Voligel 30g Tube) were launched for
the first time in Bangladesh.

We have maintained a strong position in several key therapeutic
segments. Our
respiratory and cardiovascular categories
continued to perform well growing by 11% and 22% respectively;
while our multivitamins category posted an impressive 27%
growth.

Our core strength is reverse engineering and we continue to focus
on simplifying manufacturing processes and enhancing cost
efficiency. On the technology front, our company embraced a
series of positive developments during the year. We have identified
specialized drug delivery as a compelling opportunity and we are
developing our expertise in exciting new delivery systems like
prefilled syringes, lyophilized injectables, metered dose inhalers,
dry powder inhalers etc.

Our in-house R&D efforts recently saw the introduction of Oral
Thin Film (OTF), a highly sophisticated technology platform,
another first-time in the country. Our growth prospects remain
excellent with these tech-driven products and our aim is to offer
these new treatment options and make them affordable to our
patients.

Managing Director’s Statement |

Annual Report 2013 | 15

Going forward we will continue to invest in building our
capabilities and focus our strategy in areas where we believe we
have ample opportunities to grow. I would like to thank each of
our shareholders and all other stakeholders for their continued
support and confidence in Beximco Pharma.

Nazmul Hassan MP
Managing Director

Our major focus currently remains the development of international
markets and in 2013 we submitted three ANDAs (Abbreviated
New Drug Application) with the USFDA. We obtained marketing
authorization for a product in Australia while submissions
were made for Marketing Authorization of one molecule in five
European countries.

With our increasing number of global regulatory approvals and
competitive advantages in manufacturing, we also actively look
for potential contract manufacturing partners from developed
markets. We believe, Company’s sustained growth in emerging,
as well as developed markets, will allow us to increase export
turnover significantly, and we are now well on course in terms
of our product line, robust manufacturing and R&D. We are
actively evaluating opportunities to extend our geographic reach
and replicate our successful operating model in other emerging
markets.

We always recognize that our people are our most valuable asset,
and thus we continue investing in our employees, providing
them with high quality training to broaden and consolidate their
professional skills. We have devoted considerable resources
to help our executives to be the best they can be. In the year a
number of comprehensive training programs were arranged both
at home and abroad.

Our commitment to quality has truly been the cornerstone of our
success. Our strategy is to deliver value to our stakeholders by
focusing on unmet patient need and providing better and newer
treatment options to patients. In all aspects of our business, we
place emphasis on maintaining the highest standards of quality,
to ensure that our products deliver the maximum potential
benefit to patients. This investment has differentiated us from our
competitors and helped to drive strong demand for our products.

Our company won the prestigious Asia’s Most Promising Brand
award at the Asian Brand Summit 2013, held in Dubai. Beximco
Pharma ranked among the top 30 from more than 200 emerging
brands in Asia and also received the Industry #1 award in the
Pharma category. I was honored and selected as one of the top
15 Most Influential Asian Leaders.

The Scrip Award is one of the industry’s most prestigious contested
awards to highlight the achievements in the pharmaceutical
and biotech industry. It was indeed a great recognition for our
company to get shortlisted and nominated in the category of Best
Management Team of the Year.

As a socially responsible company, we have continued investing in
several health and education initiatives. Notable among these are
our support to Rana Plaza victims, Jaago Foundation, Centre for
the Rehabilitation of the Paralysed (CRP), and USAID-led MAMA
initiative.

| Managing Director’s Statement

| Annual Report 2013 Leadership
Award

Beximco Pharma Managing Director Nazmul Hassan MP has been honored with the highly
Beximco Pharma Managing Director Nazmul Hassan MP has been honored with the highly
prestigious Asia’s Most Influential Leader Award, in recognition of his visionary leadership
prestigious Asia’s Most Influential Leader Award, in recognition of his visionary leadership
and outstanding contribution to private sector development and economic growth of the
and outstanding contribution to private sector development and economic growth of the
country as well as in the region.

Mr. Hassan has been selected as one of the top 15 most influential Asian corporate leaders
Mr. Hassan has been selected as one of the top 15 most influential Asian corporate leaders
and the award was given at a gala ceremony of the Asian Brand & Leadership Summit 2013
and the award was given at a gala ceremony of the Asian Brand & Leadership Summit 2013
held in Dubai during August 26-27, 2013.

An initiative of the World Consulting and Research Corporation (WCRC), the Summit brought
An initiative of the World Consulting and Research Corporation (WCRC), the Summit brought
together the biggest and most promising brands and corporate leaders from across 50
together the biggest and most promising brands and corporate leaders from across 50
industry categories. The entire process of evaluation and selection was done by KPMG, a
industry categories. The entire process of evaluation and selection was done by KPMG, a
leading global audit and accounting firm, along with an eminent panel of international jury
leading global audit and accounting firm, along with an eminent panel of international jury
members.

Annual Report 2013 | 17
Annual Report 2013 | 17

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| Annual Report 2013

Manufacturing
Capabilities

Annual Report 2013 | 19
Annual Report 2013 | 19

One of our core capabilities that will allow the Company to realize aspirations of becoming one of the most trusted, admired and
successful Pharma companies in the region is our manufacturing facility which is in line with cGMP. Situated near Dhaka, the capital city
of Bangladesh, our manufacturing site extends over an area of 23 acres. This main site houses manufacturing facilities for producing
a wide range of pharmaceutical products in different dosage forms and delivery systems such as capsules, tablets, intravenous fluids,
metered dose inhalers, sterile ophthalmic drops, pre-filled syringes, dry powder inhalers, injectables, lyophilized products and nebulizer
solutions. The bulk drug unit for producing paracetamol is also located within this site while the penicillin API and formulation units are
situated at Kaliakoir, a few kilometers from the main site.

The salient features of our manufacturing facilities are:

• Own utility infrastructure in place
• 10MW installed electricity generation capacity
• Purified water and liquid nitrogen generation facilities
• Plant and machinery sourced predominantly from European manufacturers e.g. Germany, Switzerland, Sweden, Italy, UK etc.
• Entire site situated above sea level (10 m)
• Highest number of international GMP accreditations in the country in pharma sector.

20
20

| Annual Report 2013
| Annual Report 2013

| New Products Launched
| New Products Launched

Oral Solid dosage

facility

The
technological
incorporates contemporary
advancements with automated material handling systems
and multilevel designs to enable gravity feed between various
processing stages. This facility houses a total of five lines with
an annual capacity to produce 5 billion tablets on a single shift
basis.

Metered Dose Inhaler

The MDI units have been designed with the technical
collaboration from Pamasol, Switzerland; which now have an
annual production capacity of 20 million canisters.

Ophthalmic

Beximco Pharma’s ophthalmic facility has been accredited
by the regulatory authorities of the EU and Australia and the
Company has differentiated itself by maintaining global quality
standards.

Intravenous Fluid

Our Intravenous (IV) fluid unit is ISO 9001: 2010 certified
and was designed in collaboration with Pharmaplan, a sister
concern of Fresenius AG of Germany. Rigorously maintained
sterile manufacturing conditions in a Class 100 clean room
and a series of fully automated manufacturing facility including
robotics ensure the highest standards of quality and purity.

Manufacturing Capabilities |

Annual Report 2013 | 21

Liquid and Semisolid

Beximco Pharma has a broad range of liquid formulations
including syrups and semisolid dosage forms such as
creams and ointments. At present the capacity of the
liquid dosage facility is 37 million units per annum and the
Company has embarked on an expansion program along
with further upgrading the existing unit in order to meet the
growing demand.

Pre-filled Syringe

Our high precision PFS
line employs sophisticated
technology and the entire filling operation is done under
laminar flow in a Class 100 environment to provide absolute
sterile conditions.

Dry Powder Inhaler

Beximco Pharma offers dry powder inhaler in innovative
patient-friendly packaging. We use Alu-Alu blister pack and
HPMC capsule shell to ensure maximum protection against
moisture. Our unique and simple Bexihaler device, imported
from Europe, and consisting of 8 pins, ensures optimum
dose delivery.

Lyophilized Injectables

Within a short span of time, Beximco Pharma has emerged
as an important player in Lyophilized Injectables market
with its high quality lyophilized PPIs and other formulations.

| Annual Report 2013

| Manufacturing Capabilities

Beximco Pharma produces 500+ products in different dosage forms
covering broad therapeutic categories. These include antibiotics,
gastro-intestinals, respiratory, analgesics, cardiovascular, anti-
diabetics and many others.

A portfolio
of

500+ products

Annual Report 2013 | 23
Annual Report 2013 | 23

24
24 | Annual Report 2013
| Annual Report 2013

Diversifying Value
with New Products

Our success is driven by great science which has consistently delivered
meaningful advancements for patients over existing therapies. In
2013, we launched 20 new generics in 23 different dosage forms and
strengths that greatly contributed to our growth.

Annual Report 2013 | 25
Annual Report 2013 | 25

New Products

Adafil®
Tadalafil 10 mg and 20 mg Tablet

Adafil® contains Tadalafil which is a potent, selective, reversible inhibitor of
cyclic Guanosine Monophosphate specific Phosphodiesterase type 5 (PDE5).
Adafil® is indicated in erectile dysfunction (ED).

Arlin® IV
Linezolid IV infusion

Arlin® contains Linezolid, which is a synthetic antibacterial agent of the
oxazolidinone class. There is little chance of developing resistance due to
unique mechanism of action, high susceptibility to MRSA, and it is highly
effective in bacteremia caused by VRE & MRSA. The drug is well tolerated
and is equivalent or superior to vancomycin in its action.

Calorate®
Calcium Orotate 400 mg Tablet

Calorate is a calcium supplement with a functional amino acid chelating
ligand - orotic acid. Orotic Acid assists the transport of calcium through cellular
membrane structures, thus facilitating the intracellular uptake of calcium,
particularly in bone. Calcium Orotate also helps in the maintenance of healthy
cartilage. Calorate® is used to prevent or treat low blood calcium levels in
people who do not get enough calcium from their diet.

| Annual Report 2013

| New Products

Calorate® Kit
1 tablet of Ibandronic Acid 150 mg
+ 60 tablets of Calcium Orotate 400 mg

Calorate® kit comprises 1 tablet of Ibandronic Acid 150 mg
and 60 tablets of Calcium Orotate 400 mg and is indicated for
the treatment and prevention of osteoporosis. Ibandronic acid
increases bone mineral density (BMD) and reduces the incidence
of vertebral fractures.

Citicol®
Citicoline 500 mg/4ml IV/IM Injection

Citicol® is a psychostimulant/nootropic agent indicated for patients
suffering from stroke, age-associated memory
impairment
(AAMI), head injury, cerebrovascular disorders (disease of the
blood vessels supplying the brain). Citicoline is also indicated for
cognitive support and support for nerves of the eye.

Diapro® 30 MR
Gliclazide 30 mg Modified Release Tablet

Diapro® MR is a preparation of Gliclazide, a second generation
sulfonylurea, which has been developed as modified release
tablet. It is indicated for 24-hr sustained glycemic control in type
2 diabetes. The consistent dissolution and release pattern of
Diapro® MR is not affected by food or by variation of pH leading
to predictable and reproducible blood glucose level over a 24 hr
period with an excellent safety profile. The comparative dissolution
study performed at R&D of Beximco Pharmaceuticals Ltd has
shown that release profile of Diapro® MR perfectly matches that
of Innovator’s and also matches its exact performance.

New Products |

Annual Report 2013 | 27

Feburic®
Febuxostat 40 mg Tablet

Feburic® tablet is a preparation containing Febuxostat 40 mg in a tablet. It is a
type of medicine called xanthine oxidase inhibitor. It is an anti-gout preparation
indicated to treat chronic gout and hyperuricaemia.

Hemofix®
Ferrous ascorbate Tablet

Hemofix® tablet contains Ferrous Ascorbate 275 mg equivalent to
elemental iron 33 mg. Ferrous ascorbate is a synthetic molecule of
Ascorbic Acid and Iron. Ascorbic Acid plays an important role in the
movement of plasma iron to storage depots in tissues. Hemofix® is
indicated in the treatment of iron deficiency anemia.

Hemofix® FZ
Ferrous ascorbate + Folic Acid + Zinc

Hemofix® FZ is a film coated tablet containing Ferrous Ascorbate equivalent
to elemental Iron 48 mg, Folic Acid 0.5 mg & Zinc Sulfate Monohydrate 61.8
mg equivalent to elemental Zinc 22.5 mg. It is indicated on prophylaxis of
Iron deficiency especially when an inadequate diet calls for supplementary
Zinc and Iron during pregnancy and anemia.

Jointec® Max
Glucosamine + Diacerin Tablet

Jointec® Max is a combination of Diacerein 50 mg and
Glucosamine sulfate 750 mg tablet, which is indicated for
the treatment of osteoarthritis. Diacerein is a new anti-
inflammatory drug, developed specially for the treatment of
osteoarthritis. Glucosamine Sulfate is a naturally occurring
chemical found in the human body. The dosage form
contains more Glucosamine than that found in conventional
glucosamine preparations. As a result treatment becomes
more cost effective and dosage convenient.

| Annual Report 2013

| New Products

Lopidam®
lopamidol IV Injection 100 ml

Lopidam® (lopamidol Injection) is indicated for intrathecal administration
as contrast, media in adult neuroradiology including myelography (lumbar,
thoracic, cervical, total columnar), and for contrast enhancement of computed
tomographic (CECT) cisternography and ventriculography. Lopidam® (lopamidol
Injection) is indicated for thoraco-lumbar myelography in children over the age
of two years.

Metazine® MR
Trimetazidine Hydrochloride 35 mg Tablet

Metazine® MR is a modified release formulation of Trimetazidine. It is
designed to release the Trimetazidine slowly over several hours, thus
producing a steady blood level of the medicine throughout the day.
Trimetazidine is indicated in adults as add-on therapy for the symptomatic
treatment of stable angina pectoris who are inadequately controlled by, or
intolerant to, first-line antianginal therapies.

Metoprol®- XL
Metoprol 50 & 100 mg Tablet

Metoprolol Succinate, is a beta1-selective (cardio selective) adrenoceptor
blocking agent, for oral administration, available as extended release tablets.
Metoprol-XL has been formulated to provide a controlled and predictable release
of Metoprolol for once-daily administration. The tablets comprise a multiple unit
system containing Metoprolol Succinate in a multitude of controlled release
pellets. Each pellet acts as a separate drug delivery unit and is designed to
deliver Metoprolol continuously over the dosage interval.

Navsol® Irrigating Solution
Balanced Salt Solution

Navsol® Sterile Irrigating Solution is a sterile physiological
balanced salt solution of Sodium Chloride, Potassium Chloride,
Calcium Chloride Dihydrate, Magnesium Chloride Hexahydrate,
Sodium Acetate Trihydrate and Sodium Citrate Dihydrate. Navsol®
is isotonic to the tissues of the eyes and is indicated as irrigation
solution during various surgical procedures of the eyes, ears, nose
and/or throat.

New Products |

Annual Report 2013 |Nervalin®
Pregabalin 50 & 75 mg Capsule.

Nervalin is a modulator of voltage-gated calcium channels,
designed to affect neurological transmission in multiple systems.
It is specifically indicated for the treatment of neuropathic
pain associated with spinal cord injury. It is also indicated for
the treatment of neuropathic pain associated with diabetic
peripheral neuropathy, post herpetic neuralgia, fibromyalgia, and
as an adjunctive therapy for adults with partial onset seizures.

Odeson®
(Dexamethasone Phosphate 4 mg/ml IV/IM Injection)

Odeson® is a preparation of 4 mg/ml Dexamethasone Phosphate
Injection. It is indicated in cerebral edema, shock, bronchial asthma,
rheumatoid arthritis, severe allergic reactions, inflammatory
bowel diseases, certain types of cancer and other inflammatory
conditions that require rapid and intense corticosteroid therapy or
when treatment by mouth is not possible.

Omastin® IV
Fluconazole 2mg/5ml

Omastin injection is used to treat serious fungal or yeast infections, such as
vaginal candidiasis, oropharyngeal candidiasis (thrush, oral thrush), esophageal
candidiasis (candida esophagitis), other candida infections (including urinary
tract infections, peritonitis [inflammation of the lining of the abdomen or
stomach], and infections that may occur in different parts of the body), or fungal
(cryptococcal) meningitis.

| New Products

| Annual Report 2013 Tyclav®
Amoxicillin + Clavulanic Acid (375 mg, 625 mg and 1 g) Tablet

Tyclav® (375 mg, 625 mg and 1 g tablet) is an extended spectrum
antibiotic, consisting of Amoxicillin and the beta-lactamase
inhibitor, Clavulanate Potassium. The formulation of Amoxicillin and
Clavulanic Acid in Tyclav protects Amoxicillin from degradation by
beta-lactamase enzymes and extends the antibiotic spectrum of
Amoxicillin more than ever.

Tranexil®
Tranexamic Acid 500 mg/5ml Injection

Tranexil® IV injection is the preparation of Tranexamic Acid (500
mg/ampoule). Tranexil® is a antifibrinolytic agent, effective to
reverse the effects of streptokinase or other fibrinolytic activity.
It may be used for conditions in which bleeding control is
required such as after surgery or injury, recurrent nosebleeds or
abnormal vaginal bleeding.

Voligel®
Diclofenac Sodium 30 gm & 50 gm gel

Voligel® is the unique topical preparation of Diclofenac
Sodium. It gives instant relief from any kind of muscle &
joint pain such as back ache, neck & shoulder pain, joint
pain etc. The launching of Voligel® offers patients a new
way to treat daily aches with excellent safety.

New Products |

Annual Report 2013 | 31

Accolades

Beximco Pharma - Asia’s Most Promising BrandWWWW

Beximco Pharmaceuticals Ltd. won the prestigious Asia’s Most Promising Brand award at the Asian Brand &
Leadership Summit 2013 held during 26-27 August, 2013 in Dubai. Beximco Pharma ranked among Top 30 from 200
emerging brands in Asia. It also received Industry’s #1 award in pharma category. Beximco Pharma COO, Mr. Rabbur
Reza received the award at a gala ceremony held in Dubai.

This was an initiative by World Consulting & Research Corporation (WCRC) where leading global audit and accounting
firm KPMG was the process advisor and evaluator along with an eminent panel of international jury members.
Professor Malcolm McDonald, one of the world’s foremost marketing gurus, was the Chairman of this jury board. A
total of 200 brands were featured across 50 industry categories to form the Most Promising Brands of Asia, bringing
to the fore companies that have shown tremendous growth over the last few years. The two-day summit which
honored brands and industry leaders in different categories was attended by luminaries of the marketing, advertising
and branding spectrum including corporate leaders, marketing communication heads, brand custodians and business
professionals across Asia.

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| Annual Report 2013

| Accolades

Beximco Pharma Nominated for Prestigious SCRIP Awards 2013

The SCRIP Award is among the most prestigious awards in the pharmaceutical industry recognizing highly successful global companies.
We feel proud to have been shortlisted for the award from among hundreds of pharma companies around the world in the category of
“Management Team of the Year”. Our COO, Mr. Rabbur Reza attended the Award Ceremony in UK on November 22 and also handed
over the best Contract Research Organisation (CRO) award 2013 to Quintiles. Beximco Pharma sponsored the award in the category of
Best CRO of the year.

Beximco Pharma
Featured in
Generics Bulletin

Beximco Pharma featured in Generics Bulletin, the world's leading newsletter for
the generic pharma industry that is published in London.

Accolades |

Annual Report 2013 | 33

Millions of
smiles
made in
Bangladesh
Here’s to the future, Here’s to life

| Annual Report 2013

Global Accreditations access 50+ countries:

4 National Gold
Export Trophies
(1994-2010)

Global Accreditations

Benchmarked to international standards, our manufacturing facilities have been already approved by the regulatory authorities of
Australia, Europe, Brazil and Columbia, among others. Currently we have the highest number of international accreditations in the
country in pharma sector. Beximco Pharma also has the unique distinction as the only Bangladeshi company to get listed on the AIM of
London Stock Exchange.

Participation at CPhI Worldwide 2013

Beximco Pharma, as in previous years, attended the biggest pharmaceutical expo CPhI Worldwide, held during October 22-24, 2013 in
Frankfurt, Germany. BPL had a stall for showcasing its products to prospective clients from all over the world.

Global Accreditations |

Annual Report 2013 | 35
Annual Report 2013 | 35

Factory Visits

Beximco Pharma always welcomes delegations from home & abroad to visit the state-of-the-art manufacturing facilities at Tongi with
the aim of attracting new business opportunities.

During the year, we had overseas visitors from Germany, Azerbaijan, Australia, Malaysia, Jordan, UK, Nepal, Sri Lanka, Dubai, Tunisia,
Canada Peru and Guatemala. Moreover, the Russian ambassador, delegates from UNDP, doctors from different institutes also visited the
Beximco Pharma facility.

| Annual Report 2013

| Factory Visits

Our People

At Beximco we give top priority to the learning and development of our people because we recognize that they are our most valuable
asset. Currently there are about 3,000 employees working at Beximco Pharma and its strong pool of talent includes professionals
like pharmacists, chemists, doctors, engineers, microbiologists, and business graduates. To ensure that our people are enabled, and
remain responsive to a rapidly changing world, we continue to provide them with high quality training to broaden and enrich their
professional skills. Throughout the year we arranged a good number of training programs for our employees both at home and abroad
with internationally renowned speakers and trainers. These include comprehensive training on KPI, KRA and corporate objectives of
each department, special training on business creativity, strategic thinking, etc. As we look ahead to the future possibilities, our focus
remains on building leadership skills at different levels, which is crucial for Company’s future growth. The Company also provides
libraries and on-line resources for the employees to encourage self-development.

Our People |

Annual Report 2013 | 37

Training 2013

| Annual Report 2013

| Our People

Finance Conference 2013

Our People |

Annual Report 2013 | 39

Annual Sales and Marketing Meet 2013

| Annual Report 2013

| Our People

Our R&D Capabilities

R&D is key to success for any pharma company and we have given top priority in building and strengthening our capabilities to excel in
formulating technologically complex products. Our formulation R&D team develops a wide range of generic products including difficult
to copy formulations in defined specialty areas. We have successfully developed multi-layer tablet, sustained release formulation,
dispersible tablet, CFC-free inhalers, prefilled syringes, lyophilized injectables, sterile ophthalmics, oral thin films etc. Our team provided
a robust product flow with 23 products in the year, and 6 of them were launched for the first time in the country. Currently we have a
number of products in the pipeline for submission in the regulated markets. Our research and development activities are closely focused
on market needs and driven by technological progress. A new, state-of-the-art research lab is being set up to facilitate the development
of innovative and difficult products with a focus to create unique market opportunities.

Annual Report 2013 | 41

here’s to life

Exporting
Care to
the world.
A Bangladeshi company
touching lives globally.

More than 50 countries across 4 continents. From the utterly deprived
African heartland to the highly privileged European elite, we are humbled
by the opportunity to bring the smile of good health to humanity across
colors, creed and communities.

A string of 4 Export Gold Trophies, an array of international accreditations,
and a sea to travel lying open in front – we at Beximco Pharma constantly
strive to explore new frontiers.

Here’s to the future. Here’s to life.

4 National Gold
Export Trophies
(1994-2010)

| Annual Report 2013

Global Footprint

38 products registered in 14 countries and entered 3 new markets.

As we are expanding our global footprint, our position in many Asian and African countries is now stronger than ever while our focus
remains high on the regulated markets of the USA and EU for value added generics. Our export business registered an excellent growth
of 43% over the previous year. We have successfully filed 3 ANDAs (Abbreviated New Drug Application) with the US FDA (Food and Drug
Administration) and also made submission for Marketing Authorization in several EU countries. During the year we registered 38 products
in 14 countries, and became the first Bangladeshi company to enter the European market with ophthalmic products. The company has
a clear strategy to capitalize on generic drug opportunities and it continues to expand its pipeline for submission in overseas markets .

At the moment, we have highest number of international accreditations among local companies.

Beximco Pharma Enters EU Pharmaceutical Market

Beximco Pharmaceuticals Limited has commenced export of medicines to Europe. This was the very first time a local pharmaceutical
company started exporting ophthalmic products to Europe.

Currently two ophthalmic products are being exported to Germany and Austria.

Global Footprint |

Annual Report 2013 | 43

Asia
Singapore
Hong Kong
Cambodia
Nepal
Sri Lanka
Philippines
Thailand
Bhutan
Macau
Malaysia
Afghanistan
Azerbaijan
Vietnam

Africa
Kenya
Ghana
Somalia
Nigeria
Benin
Liberia
South Africa
Ethiopia
Mauritius
Mozambique
Nicaragua
Sudan
Burundi
Uganda
Lesotho

Middle East
Yemen
Jordan

Europe
Austria
Germany

Latin & Central America
Chile
Belize
El Salvador
Colombia
Surinam

Caribbean
Jamaica
Netherlands Antilles

Pacific Island
Fiji
Papua New Guinea
Solomon Island
Kiribati
Tonga
Samoa

| Annual Report 2013

Working with healthcare professionals is essential to understand the need of patients and our

relationship with doctors is based on sound science and focused on offering benefits to patients.

Beximco has successfully established its brand value within the medical community. The company

seeks to further reinforce its relationship with all stakeholders in the healthcare value chain

providing value added, academic services.

Strong
Relationships

Annual Report 2013 | 45

Corporate
Social Responsibility

Corporate social responsibility (CSR) is an integral part of Beximco Pharma’s business. CSR has been incorporated as one of the core
values of the organization and the company actively takes part in initiatives that benefit the society and contribute to the welfare of the
people. Our firm commitment to building a healthier tomorrow is largely based on our CSR activities and we always strive to integrate
those to our business strategies. We work together with non-profit organizations, international development agencies, and various
healthcare institutes to improve people’s lives through research, information, and advocacy. As BPL writes its success story as an
emerging generic drug company in the region, it realizes that responsibility towards all its stakeholders increases in tandem. Some of
our CSR activities in this year are described below.

Mobile Alliance for Maternal Action
(MAMA)

We continued extending our support to Mobile Alliance for Ma-
ternal Action (MAMA) in Bangladesh, as its founding corporate
partner. The United States Agency for International Development
(USAID) catalyzed the creation of a public-private coalition in Ban-
gladesh to support the execution of the service which aims to
reach 5,00,000 pregnant women and new mothers within three
years. Under the brand name ‘Aponjon’ this delivers life-saving
health messages to Bangladeshi women and their families us-
ing mobile phones. The Ministry of Health and Family Welfare
(MoHFW) and Access to Information (A2I) Program at the Prime
Minister’s Office are official partners of the initiative while Global
partners include Johnson & Johnson and United Nations Founda-
tion, among others.

Extending Support to Jaago Foundation

Jaago Foundation, the largest youth based volunteer organization
in Bangladesh with more than 10,000 volunteers, aims to bring
about substantial improvement in the lives of disadvantaged
people with special emphasis on their literacy and nourishment.
Jaago runs a number of schools to provide free education to the
children in slum areas, besides running awareness campaigns on
youth leadership, and other important social, environmental and
health issues. Beximco Pharma provided both cash and in-kind
supports to Jaago’s various health and education initiatives.

| Annual Report 2013

Support to Rana Plaza Victims

CRP (Centre for the Rehabilitation of the Paralysed) Bangladesh
has been actively providing full support for the victims of Rana
Plaza disaster from the very beginning. More than 1,000 people
have died and more than 600 injured in this tragedy. Beximco
Pharma extended its support for the treatment of Rana Plaza
victims and handed over a cheque of Tk 3.7 lac and donated large
quantities of medicine to Valerie Taylor, Founder, CRP, Savar on 25
July at BPL’s Head Office.

Free Medicines for UN Health Camps

Beximco Pharma helps the UN mission in different countries
through providing free medicines for running health camps. In the
year Beximco Pharma provided all the medicines free of cost for
the health camp organized by the UN peace keeping mission in
the Congo.

Sponsoring Friendly Cricket Match to
Promote Maternal and Newborn Health

Mushfiqur Rahim, the Captain of Bangladesh’s national cricket
team, who is also a Brand Ambassador of USAID-supported
Maternal and Newborn Health program
in
Bangladesh, played a cricket match on April 4, 2013 with local
cricketers in Sylhet to raise fund and increase awareness about
maternal health. Beximco Pharma sponsored the cricket match as
a part of its corporate social responsibility. The raised funds will
be used by Save the Children for treating mothers in rural areas
who have experienced health problems.

(“Ma Moni”)

Corporate Social Responsibility |

Annual Report 2013 | 47

Sponsoring National Campaign on
Healthy Living

“Alchemy” is a nationwide healthy living campaign launched
on March 6, 2013 to promote physical and mental wellbeing
of people. Alchemy is being promoted by campaign specialists,
health experts, trainers, and role models
in Bangladesh.
Beximco Pharma is one of the key sponsors of this unique
initiative in Bangladesh.

World Heart Day 2013

Beximco Pharma celebrated the World Heart Day 2013 (September
29), a global awareness day, which aims to promote preventative
measures that reduce the risk of cardiovascular diseases. On
this occasion, Beximco Pharma together with Volunteer for
Bangladesh (volunteer wing of Jaago Foundation) and BD Cyclists
(biggest cyclist group in the country) arranged different programs
to promote this year’s theme ‘Take the road to a healthy heart’
which included distribution of awareness leaflets, a health camp,
a TV program with leading cardiologists, cycle rally, marathon
walk etc. Independent TV was the media partner for the events.

World Osteoporosis Day 2013

Beximco Pharma celebrated the World Osteoporosis Day with
a number of programs under this year’s global theme “Strong
women make stronger women”. Beximco Pharma, for the first
time in the country, organized a special bone health check-up to
measure Bone Mineral Density (BMD) in order to instantly detect
osteoporosis. BPL also arranged free health camp at jogger’s park
in the city, distributing awareness leaflets among people and
organizing discussions with doctors in various medical institutes.
The company handed over medicines and WOD campaign
materials to CRP founder Ms. Valerie Taylor on this occasion.
A colorful horse rally in the city was also arranged to promote
awareness about bone health.

| Annual Report 2013 World Diabetes Day 2013

On the occasion of World Diabetes day 2013, Beximco Pharma
arranged a number of awareness programs in different areas of
capital city which included free diabetes check, providing leaflets,
guide books etc. in association with Bangladesh Diabetic Samity.

Universal Children’s Day 2013

Jaago Foundation celebrated the Universal Children’s Day (UCD)
2013 on November 30 at Banani playground. This annual event
aims to promote children’s rights and their equal access to
education. Beximco Pharma was a sponsor of the daylong UCD
carnival and also arranged free health camp on this occasion.

Free Health Camps 2013

Corporate Social Responsibility |

Annual Report 2013 | 49
Annual Report 2013 | 49

Post Balance
Sheet Update

• Launched 13 new products during the first quarter of 2014

• Mucomist DT (N- Acetylcysteine) dispersible tablet was

launched for the first time in Bangladesh.

Onsat OSF (Ondansetron) was launched using oral soluble
film (OSF) technology for the first time in the country

• 12 products registered in different overseas markets,

including Columbia and Costa Rica

| Annual Report 2013

Notice

BEXIMCO PHARMACEUTICALS LIMITED
17, Dhanmondi R/A, Road No. 2, Dhaka-1205

Notice of the thirty- eighth annual general meeting

Notice is hereby given that the Thirty-Eighth Annual General Meeting of the Shareholders of Beximco Pharmaceuticals Limited will be
held on Saturday, the 21st June, 2014 at 10.30 a.m. at Beximco Industrial Park, Sarabo, Kashimpur, Gazipur 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, 2013 together
with reports of the Auditors and the Directors thereon.

2. To declare 10% Cash and 5% Stock Dividend.

3. To elect Directors.

4. To confirm the re-appointment of Managing Director.

5. To approve the appointment of Independent Directors.

6. To appoint Auditors for the year 2014 and to fix their remuneration.

7. To transact any other business of the Company with the permission of the Chair.

By order of the Board,

Dated : 8 May, 2014

NOTES:

(MOHAMMAD ASAD ULLAH, FCS)
Executive Director & Company Secretary

(1) The Record Date of the Company shall be on 18 May, 2014.

(2) The Shareholders whose names will appear in the Share Register of the Company or in the Depository Register on the record

date i.e. 18 May, 2014, will be entitled to attend at the Annual General Meeting and to receive the dividend.

(3) 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.

(4) 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).

(5) No gift or benefit in cash or kind shall be paid to the holders of equity securities in terms of Clause (c) of the Notification

No.SEC/ SRMI/2000-953/1950 dated 24 October 2000 for attending the AGM of the Company.

Notice |

Annual Report 2013 | 51

Chairman’s Statement

52 I Annual Report 2013 I Chairman’s Statement

Chairman’s Statement | Annual Report 2013 | 53

Directors’ Report to the
Shareholders

Dear Shareholders,

On behalf of the Board of Directors of Beximco Pharmaceuticals Limited, I welcome you all to the 38th Annual General Meeting (AGM)
of Beximco Pharmaceuticals Limited, I am pleased to place before you the Directors’ Report and the Audited Accounts of the company
for the year ended December 31, 2013 along with the report of the auditors thereon.

1. Operating Performance

1.1 Business Outlook- A General Overview

The Bangladesh economy against all odds remained positive with GDP growing at 6% in 2013. Moderate growth in export
and robust foreign remittances surpassed the fall in agricultural and service sector contributions to GDP and helped to
achieve this growth despite the weakening of a number of other key macro-economic fundamentals. The inﬂ ation rate
remained more or less stable, point to point inﬂ ation being reported at 7.35% in December 2013 as against 7.14% in
December 2012. Strong inﬂ ow of remittances coupled with decline in payment for import including capital machinery
resulted in a record high foreign exchange reserve that crossed USD 18 billion. This in turn helped the appreciation of the
taka against all major currencies and speciﬁ cally the US dollar.

The political crisis, predominantly centering on the national election, persisted throughout 2013 and reached its worst at
the end of the year, disrupting overall business activities. Turbulence caused by frequent strikes and blockades swept
throughout the economy particularly hitting the supply-chain of the country which in turn hampered production and
dampened the demand for goods and services.

With political unrest in the backdrop, the pharmaceutical industry in Bangladesh like many other sectors experienced lower
than expected growth in 2013. For the ﬁ rst time since 2008 the industry failed to achieve double digit growth and attained
8.12% sales growth in domestic market (IMS, Q4 Report) as against 11.91% in 2012 and over 23% both in 2011 and 2010.

However, 2014 has seen some normalcy return to the overall environment of the country with the holding of the election at
the beginning of the year. We hope the situation will remain calm and conducive for business growth.

1.2 Sales and Proﬁ tability

Net sales revenue in 2013 has grown by 12.94% to reach at Taka 10,490.1 million as against Tk. 9,289.1 million of 2012.
Domestic sales continued to remain as the key driver with 94% of the total revenue coming from the domestic market. We
achieved an appreciable 11.34% growth in domestic sales as compared to 8.12% of industry average. In 2013 we have
further reinforced our domestic base and have been successful in retaining and expanding our market share in all of our
key therapeutic segments.

During 2013, Proﬁ t before tax increased by 9.62% compared to that of last year to reach at Taka 2,093.6 million. Proﬁ t after
tax also increased by 6.47% to reach Taka 1,404.8 million. Gross proﬁ t declined by 1.13% in 2013; 46.12% as against
47.25% of prior year due to rise in cost of materials and notable increase in the research and development expense
incurred in connection with development of new product formulations for domestic as well as for the overseas markets.
However, relative appreciation of Taka against dollar and improved sales mix coupled with changes in prices of certain

54 I Annual Report 2013 I Directors’ Report to the Shareholders

products have helped to minimize the effect of increase in the cost of material and overhead thus containing the gross proﬁ t
erosion at this minimal level.

We continued to explore new export destinations for our products with 38 new products registered in 14 different countries.
Our effort to increase export and diversify into new markets has resulted export growth of 42.79% in 2013 to Taka 671
million as against Taka 470 million of 2012.

During the year we have commenced exports to Europe (Germany and Austria) with two eye drops for the ﬁ rst time from
Bangladesh, obtained marketing authorization for a product in Australia and made submission for Marketing Authorization
of one molecule in ﬁ ve European countries. Additionally, we submitted three ANDAs (Abbreviated New Drug Application)
with USFDA during this period.

2. Proﬁ t and its Appropriation

The Directors take pleasure in reporting the ﬁ nancial results of the Company for the year ended 31 December, 2013 and
recommend the appropriation as mentioned below:

Net Proﬁ t after Tax
Adjustment for depreciation on re-valued assets
Proﬁ t brought forward from previous years
Proﬁ t Available for Appropriation

Proposed Dividend
Stock Dividend
Cash Dividend

Proﬁ t Carried Forward

Taka in Thousand

2013

2012

1,404,763 1,319,389
18,235 20,719
6,244,222 5,361,073
7,667,220 6,701,181

(175,167)
(350,335)

(456,959)
-

7,141,718 6,244,222

3. Dividend

The Board of Directors is pleased to recommend 10% Cash Dividend i.e. Tk. 1 per share and 5% Stock Dividend i.e. 5 shares for
every 100 shares held for the year 2013 for onward approval in the Annual General Meeting.

4. Directors

4.1 Appointment of Independent Directors

We are pleased to announce that Mr. Mahbubul Alam and Dr. Abdur Rahman Khan have joined the Board in March 2014 as
Independent Directors.

Mr. Mahbubul Alam is a retired senior public administrator and prominent media personality. He was the editor of The
Independent and served as the Chairman of Newspaper Owners Association of Bangladesh (NOAB). He is a former
Advisor (Cabinet Minister) to the Caretaker Government of Bangladesh. He also served as Press Minister at the Embassy
of Bangladesh in Washington D.C. with the rank and the status of an Ambassador. He was the press counselor at the
Bangladesh High Commission in London and the Ambassador of Bangladesh in Bhutan. He was also the Director General,
External Publicity Wing and Spokesman for the Ministry of Foreign Affairs, Dhaka. He received an M.A. in Political Science
from University of Dhaka and also received training in journalism and commonwealth relations as a fellow of commonwealth
press union.

Directors’ Report to the Shareholders I Annual Report 2013 | 55

Dr. Abdur Rahman Khan is a very senior and prominent physician in Bangladesh. He is the Chief Consultant Physician and
Professor of Medicine, BIRDEM; Chairman, Board of Management of BIRDEM and Member of National Council of Diabetic
Association of Bangladesh. He is a fellow of the Royal College of Physicians of London and a fellow of the College of
Physicians and Surgeons of Bangladesh. He is also a member of the International Diabetes Federation and an honorary
member of the Association of Military Surgeons, USA. He joined the Bangladesh Army as a Commissioned Ofﬁ cer in
Army medical Corps and retired as a Major General. He was an Advisor to the Caretaker Government of Bangladesh and
previously Vice President of the Red Crescent and Red Cross society of Bangladesh. He also holds a Bachelor of Medicine
and Bachelor of Surgery (MBBS) (Calcutta) and is a Member of the Royal College of Physicians (MRCP) (London and
Glasgow).

4.2. Death and Resignation

Mohammad Abul Qasem and Dr. Abdul Alim Khan two members of our Board have passed way during this time. The Board
of Directors recalls with appreciation and gratitude their contribution towards the establishment and growth of Beximco
Pharmaceuticals Ltd.

Barrister Faheemul Huq, a Director of the Board, has tendered his resignation on personal grounds. Mr. Huq’s resignation
was accepted by the Board on 13th March, 2014. We are thankful to Mr. Huq for his valuable contribution and guidance
during his tenure with the Company.

4.3. Retirement and Re-election

Mr. Osman Kaiser Chowdhury and Mr. Abu Bakar Siddiqur Rahman, Directors of the Company retire by rotation as per
Articles 126 and 127 of the Articles of Association of the Company and being eligible offer themselves for re-election.

Both Mr. Osman Kaiser Chowdhury and Mr. Abu Bakar Siddiqur Rahman are long term directors in the Board. Mr.
Chowdhury has been with the Company since 1991. He is a member of the Institute of Chartered Accountants of England
and Wales and a Fellow of the Institute of Chartered Accountants of Bangladesh. He has over 13 years’ experience
working abroad, including the United Kingdom.

Mr. Siddiqur Rahman has been in the Board since 1993. He holds senior positions at a number of entities within
the Beximco Group of companies.

As per provision of Companies Act 1994, Mr. Nazmul Hassan was appointed as Managing Director of the Company for a
period of 5 years which expired on 7th May 2014. The Board has re-appointed him as Managing Director of the Company
for another 5 years w.e.f. May 7, 2014 to May 6, 2019, subject to the conﬁ rmation by the shareholders in this Annual
General Meeting.

Mr. Hassan is also the Managing Director of Shinepukur Ceramics Ltd., and Director of different companies of Beximco
group. He is the current President of Bangladesh Cricket Board and also an elected Member of the National Parliament
of Bangladesh and a member of parliamentary standing committee for Health and Agriculture. Mr. Hassan obtained
Bachelors degree in Public Administration, an MBA degree from the University of Dhaka and Executive Education in
Marketing & Strategy at University of California, Los Angeles & North Western University, Chicago, USA. Mr. Nazmul
Hassan was awarded prestigious Asia’s Most Inﬂ uential Leader at the Asian Brand Summit 2013, Dubai for his outstanding
business leadership. Mr. Hassan is currently the Advisor to Bangladesh Association of Pharmaceutical Industries (BAPI)
where he had served as the Secretary General for four consecutive terms. He has been on various national and international
committees and task force on healthcare and drugs policy, including Consultant to Commonwealth Secretariat in London, UK.
He is considered an expert on issues related to Drug Policy, Intellectual Property Rights, TRIPs etc.

5. Auditors

The existing Auditors, M. J. Abedin & Co., Chartered Accountants, National Plaza, 109, Bir Uttam C. R. Datta Road,
Dhaka-1205 who were appointed as Auditors of the Company in the Thirty-seventh Annual General Meeting of the Company has
carried out the audit for the year ended 31 December 2013.

M. J. Abedin & Co., Chartered Accountants, National Plaza, 109, Bir Uttam C.R. Datta Road, Dhaka-1205, the Auditors of the
Company retires at this meeting and has expressed their willingness to continue in ofﬁ ce for the year 2014.

56 I Annual Report 2013 I Directors’ Report to the Shareholders

6. Audit Committee

Due to resignation of Barrister Faheemul Huq and death of Dr. Abdul Alim Khan, Chairman and Member of the Audit Committee
respectively, the Board reconstituted the Audit Committee as follows:

Mahbubul Alam
Osman Kaiser Chowdhury, FCA
Dr. Abdur Rahman Khan
Mohammad Asad Ullah, FCS

Chairman
Member
Member
Secretary

The details of the activities of the Audit Committee have been provided in the “Audit Committee Report”.

7. Statement of Directors on Financial Reports

Directors are pleased to report that:

a. The ﬁ nancial 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 ﬂ ow 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 ﬁ nancial statements except those
referred to in the ﬁ nancial statements and that the accounting estimates are based on reasonable and prudent judgment.

d. The International Accounting Standards (IASs)/ Bangladesh Accounting Standards (BASs)/International Financial Reporting
Standards (IFRSs)/Bangladesh Financial Reporting Standards (BFRSs), as applicable in Bangladesh, have been followed in
preparation of the ﬁ nancial statements.

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

There is no signiﬁ cant doubt about the ability of the Company to continue as a going concern.

Directors also report that the Managing Director (Chief Executive Ofﬁ cer) and the Chief Financial Ofﬁ cer have certiﬁ ed to the
Board that they have reviewed the Financial Statements for the year 2013 and to the best of their knowledge and belief:

a. The Financial Statements present a true and fair view of the affairs of the Company and are in compliance with existing

accounting standards and applicable laws

b. There is no statement which is materially untrue or misleading and there is no omission of facts in such statements

c. No transaction has been entered into by the Company which are fraudulent, illegal or in violation of the Company’s code of

conduct.

Directors’ Report to the Shareholders | Annual Report 2013 | 57

8. Key Operating and Financial Data

The summarized key operating and ﬁ nancial data for 2013 and immediately preceding four years are presented below:

Taka in Thousand

Particulars

2013

2012

2011

2010

2009

Authorized Capital
Paid up Capital
Total Sales
Export Sales
Gross Proﬁ t
Proﬁ t Before Tax
Net Proﬁ t
Fixed Assets (Gross)
Shareholders’ Equity

9,100,000
3,503,349
10,490,699
671,289
4,838,800
2,093,594
1,404,763
23,051,128
19,775,552

9,100,000
3,046,390
9,289,115
470,116
4,389,401
1,909,829
1,319,389
20,316,639
18,408,162

9,100,000
9100000
9,100,000
1,511,493
2,098,065
2,517,678
4,868,255
6,490,847
7,890,242
272,126
330,541
390,315
2,302,048
3,173,207
3,786,533
867,467
1,361,532
1,677,849
1,198,525
624,740
1,051,649
19,289,344 18,191,956 15,621,366
17,128,128 15,974,086 10,885,707

Dividend :
Stock
Cash
Net Assets Value (NAV) Per Share
EPS / Restated 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

5%
10%
56
4.01
47.20
11.77
92,831
68
880
91,883

15%
-
60
3.77
55.90
14.83
86,290
66
898
85,326

21%
-
68
3.93
93.60
23.82
88,697
58
896
87,743

20%
-
79
4.18
135.1
32.32
93,371
57
899
92,415

15%
-
72
3.50
155.8
44.51
80,189
54
890
79,245

Number of employees

2,897

2,748

2,670

2,507

2,511

9. Board Meetings and Attendance

Fourteen Board Meetings were held during the year. The attendance records of the Directors are as follows:

Directors

Number of
Meetings Attended

Directors

Number of
Meetings Attended

A S F Rahman

Nazmul Hassan MP

M. A. Qasem

Dr. Abdul Alim Khan

A. B. Siddiqur Rahman

Salman F Rahman

Iqbal Ahmed

Osman Kaiser Chowdhury

Barrister Faheemul Huq

58 I Annual Report 2013 I Directors’ Report to the Shareholders

10. The Pattern of Shareholding

Name-wise details

Number of Shares held

Parent/Subsidiary/Associate Companies and Other Related Parties :
Beximco Holdings Ltd.
Bangladesh Export Import Company Ltd.
New Dacca Industries Ltd.
Beximco Engineering Ltd.
National Investment & Finance Company Ltd.

(ii) Directors, Chief Executive Ofﬁ cer, Company Secretary, Chief Financial Ofﬁ cer,

Head of Internal Audit and their Spouses and Minor Children:

19,430,807
2,505,072
9,159,867
1,920,270

993,022

A S F Rahman, Chairman
Salman F Rahman, Vice Chairman
Nazmul Hassan MP, Managing Director & CEO
Company Secretary, Spouse and Minor Children
Chief Financial Ofﬁ cer, Spouse and Minor Children
Head of Internal Audit, Spouse and Minor Children

7,114,009
7,130,663
11,512
-
-
-

(iii) Executives -

(iv) Shareholders holding 10% or more voting interest in the Company:

11. Corporate Governance Compliance Report

In accordance with the requirement of the Securities and Exchange Commission Notiﬁ cation No SEC/CMRRCD/2006-158/134/
Admin/44, Report on “Corporate Governance Compliance” is annexed.

On behalf of the Board

A S F Rahman
Chairman

Directors’ Report to the Shareholders I Annual Report 2013 I 59

Corporate Governance
Compliance Report

Status of compliance with the conditions imposed by the Bangladesh Securities and Exchange Commission’s Notiﬁ cation No. SEC/ CMRRCD/2006-158/134/
Admin/44 dated 07 August, 2013 issued under section 2CC of the Securities and Exchange Ordinance, 1969:

(Report under Condition No. 7.00)

Condition
No.

Title

Compliance Status
(“√”in appropriate
column)

Complied

Not
Complied

Remarks
(If any)

1
1.1
1.2
1.2 (i)
1.2 (ii) (a)
1.2 (ii) (b)

1.2 (ii) (c)

1.2 (ii) (d)
1.2 (ii) (e)

1.2 (ii) (f)

1.2 (ii) (g)
1.2 (ii) (h)
1.2 (ii) (i)
1.2 (iii)

1.2 (iv)
1.2 (v)

1.2 (vi)
1.3
1.3 (i)

1.3 (ii)

1.3 (iii)
1.4
1.5
1.5 (i)
1.5 (ii)

1.5 (iii)
1.5 (iv)
1.5 (v)
1.5 (vi)
1.5 (vii)
1.5 (viii)

BOARD OF DIRECTORS (BOD)
Board’s Size [number of Board members to be 5 – 20]
Independent Directors (ID)
Number of Independent Directors [at least 1/5]
Holding no share or holding less than 1% shares
Not being a sponsor and connected with any sponsor or director or
shareholder holding 1% or more shares
Not having any pecuniary or otherwise relationship with the company
or its subsidiary/associated companies
Not being member/director/ofﬁ cer of any stock exchange
Not being shareholder/director/ofﬁ cer of any member of stock
exchange or intermediary of capital market
Not being partner/executive at present or during the preceding 3
years of the company’s statutory audit ﬁ rm
Not being an ID in more than 3 listed companies
Not convicted as defaulter in any loan of a bank or NBFI
Not convicted for a criminal offence
To be appointed by BOD and approved in the AGM

The post cannot remain vacant for more than 90 days
Laying down of code of conduct of Board members and recording of
annual compliance of the code
Tenure of Independent Director
Qualiﬁ cation of Independent Director
Being knowledgeable, having integrity, ability to ensure compliance
with laws and make meaningful contribution
Being a Business Leader/ Corporate Leader/ Bureaucrat/ University
Teacher (Economics/Business/Law)/CA/CMA/CS having 12 years of
management/professional experience
Prior approval of the Commission in special cases
Appointment of Chairman and CEO, deﬁ ning their roles
Inclusions in Director’s Report to Shareholders
Industry outlook and possible future developments
Segment-wise or product-wise performance

Risks and concerns
Discussion on COGS, Gross Proﬁ t and Net Proﬁ t Margins
Discussion on continuity of Extra-Ordinary gain or loss
Basis for and a statement of related party transactions
Utilization of proceeds from issuing instruments
Explanation, if the ﬁ nancial results deteriorate after going for IPO,
RPO, Right Offer, Direct Listing, etc.

√

√
√

√

√
√
√

√

-
√

√

√
√
-
√
-
-

60 | Annual Report 2013 | Directors’ Report to the Shareholders

two of

Appointment of
Directors
Shareholders in this AGM

is placed

the

Independent
the

for approval by

N/A

Company Operates in a Single Product Segment-
Pharmaceuticals. However, in relevant cases
market segment performance has been analyzed.

-
-

N/A

N/A
N/A

Condition
No.

Title

1.5 (ix)

1.5 (x)

Explanation about signiﬁ cant variance between Quarterly
Financial performance and Annual Financial Statements
Remuneration to directors including Independent Directors

1.5 (xi)
1.5 (xii)
1.5 (xiii)

1.5 (xiv)

1.5 (xv)
1.5 (xvi)
1.5 (xvii)
1.5 (xviii)
1.5 (xix)
1.5 (xx)
1.5 (xxi)
1.5 (xxi) (a)
1.5 (xxi) (b)
1.5 (xxi) (c)
1.5 (xxi) (d)
1.5 (xxii)
1.5 (xxii) (a)
1.5 (xxii) (b)
1.5 (xxii) (c)

2
2.1

2.2
3
3 (i)
3 (ii)

3 (iii)

3.1
3.1 (i)
3.1 (ii)

3.1 (iii)

3.1 (iv)

3.1 (v)
3.1 (vi)

3.2
3.2 (i)
3.2 (ii)
3.3
3.3 (i)
3.3 (ii)

Fair presentation in ﬁ nancial statements
Maintaining proper books of accounts
Consistent application of appropriate accounting policies, and
accounting estimates being reasonable and prudent
Following applicable IAS/BAS/IFRS/BFRS, and adequate
disclosure for any departure there-from, if any
Soundness and monitoring of internal control system
Statement regarding ability to continue as going concern
Signiﬁ cant deviations from last year’s operating results
Summary of key operating/ﬁ nancial data of last 5 years
Reason for non declaration of Dividend
Number of Board meetings and attendance of directors
Pattern of shareholding (along with name wise details)
Parent/Subsidiary/Associate Companies & related parties
Directors, CEO, CS, CFO, HOIA, their spouses & children
Executives (Top 5 salaried employees other than above)
Shareholders holding 10% or more voting interest
Appointment/re-appointment of a director
A brief resume of the director
Nature of his/her expertise in speciﬁ c functional areas
Names of companies in which he/she holds directorship and
the membership of committees of the board
CFO, Head of Internal Audit and CS
Appointment of a CFO, a Head of Internal Audit and a CS and
deﬁ ning their roles, responsibilities & duties
Attendance of CFO and CS in the meetings of the Board
Audit Committee
Having Audit Committee as a sub-committee of the BOD
Audit Committee to assist the BOD in ensuring fairness of
ﬁ nancial statements and a good monitoring system
Audit Committee being responsible to the BOD; duties of Audit
Committee to be clearly set forth in writing
Constitution of the Audit Committee
Audit Committee to be composed of at least 3 members
Audit Committee members to be appointed by BOD and at
least one Independent Director to be included
Audit Committee members to be “ﬁ nancially literate” and at
least one to have accounting/ﬁ nancial experience
Vacancy in Audit Committee making the number lower than 3
to be ﬁ lled up immediately and within 1 month
The CS to act as the secretary of the Audit Committee
No quorum in Audit Committee meeting without one
Independent Director
Chairman of the Audit Committee
Chairman to be an Independent Director, selected by the BOD
Chairman of audit committee to remain present in AGM
Role of Audit Committee
Oversee the ﬁ nancial reporting process
Monitor choice of accounting policies and principles

Compliance Status
(“√”in appropriate
column)

Complied

Not
Complied

Remarks
(If any)

N/A

No remuneration were paid to any Director during
2013 except Managing Director for serving as
Chief Executive and the Independent Directors for
their attendance in Meetings.

N/A

√

√
√

√

√
√
-
√
-
√

√
√
√
√

√
√

√

N/A

√

√
√

Directors’ Report to the Shareholders I Annual Report 2013 I 61

Condition
No.

Title

Compliance Status
(“√”in appropriate
column)

Complied

Not
Complied

Remarks
(If any)

N/A

-
-
-

-
-

N/A

N/A
N/A
N/A

N/A
N/A

N/A

3.3 (iii)
3.3 (iv)
3.3 (v)
3.3 (vi)
3.3 (vii)
3.3 (viii)
3.3 (ix)
3.3 (x)

3.4
3.4.1
3.4.1 (i)
3.4.1 (ii) (a)
3.4.1 (ii) (b)

3.4.1 (ii) (c)
3.4.1 (ii) (d)
3.4.2
3.5
4
4.00 (i)
4.00 (ii)
4.00 (iii)
4.00 (iv)
4.00 (v)
4.00 (vi)
4.00 (vii)
4.00 (viii)

5
5 (i)
5 (ii)
5 (iii)

5 (iv)

5 (v)

6
6 (i) (a)

6 (i) (b)

6 (ii)

7
7 (i)

7 (ii)

Monitor Internal Control Risk management process
Oversee hiring and performance of external auditors
Review the annual ﬁ nancial statements
Review the quarterly and half yearly ﬁ nancial statements
Review the adequacy of internal audit function
Review statement of signiﬁ cant related party transactions
Review Letters issued by statutory auditors
Review disclosures/statements/declarations about uses of funds
raised through IPO/RPO/Rights Issue
Reporting of the Audit Committee
Reporting to the Board of Directors
Reporting on the activities of Audit Committee
Reporting on conﬂ icts of interests
Reporting on suspected/presumed fraud or irregularity or material
defect in the internal control system
Reporting on suspected infringement of laws
Reporting on any other matter to disclose immediately
Reporting to BSEC
Reporting to the Shareholders and General Investors
External / Statutory Auditors
Non-engagement in appraisal/valuation/fairness opinions
Non-engagement in designing & implementation of FIS
Non-engagement in Book Keeping or accounting
Non-engagement in Broker-Dealer services
Non-engagement in Actuarial services
Non-engagement in Internal Audit services
Non-engagement in services determined by Audit Committee
Possessing no share by any partner or employee of the external
audit ﬁ rm during the tenure of assignment
Subsidiary Company
Composition of BOD to be similar to holding company
One ID to be in both holding and subsidiary company
Minutes of Board meetings of subsidiary company to be placed at
following Board meeting of holding company
Minutes of respective Board meeting of holding company to state
that affairs of subsidiary company be reviewed
Audit Committee of holding company to review ﬁ nancial statements
/ investments of subsidiary company
Duties of CEO and CFO
To certify that they have reviewed Financial Statements which
contain no untrue or misleading statement or omit no material fact
To certify that the statements present a true and fair view of affairs
and are in compliance with accounting standards and applicable
laws
To certify that no transaction is fraudulent, illegal or violation of
company’s code of conduct
Reporting and Compliance of Corporate Governance
Obtaining certiﬁ cate regarding compliance and sending it to
shareholders along with the Annual Report
To state, in accordance with annexure, in directors’ report whether
the conditions has been complied with

√
√
√
√
√
√
√
-

√
-

-
-
-
√

√
√
√
√
√
√
√

√

-
-

√

62 | Annual Report 2013 | Directors’ Report to the Shareholders

SARashid & Associates
(Chartered Secretaries)

CRP Bhaban (11th Floor), Plot-A/5, Block-A
Mirpur-14, Dhaka-1216, Bangladesh
E-mail : sarashid12000@yahoo.com

Certiﬁ cate on
Compliance of Corporate Governance Guidelines

[Issued under Condition # 7(i) of Corporate Governance Guidelines of BSEC vide
Notiﬁ cation No. SEC/CMRRCD/2006-158/134/Admin/44 dated 07 August 2012]

I have reviewed the Compliance of Conditions of the Corporate Governance Guidelines by Beximco
Pharmaceuticals Limited (“the Company”) for the year ended 31 December 2013. Such compliance is
the responsibility of the Company as stipulated in the above mentioned notiﬁ cation issued by Bangladesh
Securities and Exchange Commission (“BSEC”).

I have conducted my review in a manner that has provided me a reasonable basis for evaluating the
compliances and expressing my opinion thereon. This review has been limited to the measures adopted by
the Company in ensuring such compliances and this has not been for expression of opinion on the ﬁ nancial
statements or future viability of the Company.

According to the information and explanations provided to me by the Company, I hereby certify that the
Company has complied with all the conditions of aforesaid Corporate Governance Guidelines of BSEC.

S. Abdur Rashid FCS

Dhaka, 08 May, 2014

Certificate on Compliance of Corporate Governance Guidelines I Annual Report 2013 I 63

Report on the Activities of
The Audit Committee

Dear Shareholders,

I am pleased to present the report of the Audit Committee of Beximco Pharmaceuticals Limited in pursuance with the Corporate
Governance Guidelines of Bangladesh Securities and Exchange Commission (BSEC). This report is a brief on the activities performed
by the Audit Committee.

Reviewing the Financial Statements:

The committee held its ﬁ rst meeting on April 20, 2013 to review along with the management the Annual Financial Statements of
the Company for the year 2012 and to authorize onward submission of the same to the Board for their approval. The Committee
thoroughly reviewed the Annual Financial Statements of the company including detailed examination of the related party transactions
for the year 2012. The Annual Financial Statements of the Company was then authorized for onward submission to the Board for
approval.

The next meeting of the Committee was held on May 12, 2013 prior to the release of the Unaudited First quarter Financial Statements
of the Company for the year 2013. The committee reviewed the ﬁ nancial progress during the ﬁ rst quarter and examined in detail the
reported numbers. Being satisﬁ ed the committee unanimously agreed to recommend to the Board for approval of the 1st quarter
ﬁ nancial statements.

The third meeting of 2013 was held in July 28, to review the Unaudited Half Yearly Financial Statements of the company. The Chief
Financial Ofﬁ cer of the company made a presentation on the ﬁ nancial performance of the company during the ﬁ rst half of 2013. The
committee after due review of the ﬁ nancial statements recommended the Board to approve issuance of the ﬁ nancial statements to
the shareholders of the company.

The fourth meeting of the Committee was held on 23 October, prior to the release of the Unaudited Third Quarter Financial Statements
of the company. The detailed review of the ﬁ nancial statements was held and the committee recommended the Board for approval of
the ﬁ nancial statements for release to the shareholders.

The ﬁ fth meeting of the committee was held on 24 April 2014 to review along with management the annual ﬁ nancial statement of the
company for the year ending on 31 December 2013. The draft ﬁ nancial statements along with detailed explanatory notes were placed
before the committee. Detailed discussions on the ﬁ nancial statements were held with the representative of the management of the
Company. No material audit observation that warrants for Board’s attention was noted. As part of review of the annual accounts of
the company the committee also thoroughly examined the related party transactions that occurred during 2013. The committee was
fully satisﬁ ed that the transactions between the related parties were held in the normal course of business and on arm’s length basis
and adequate disclosure to that effect has been made in the ﬁ nancial statements. The Committee therefore, authorized for onward
submission of the Audited Financial Statements to the Board for approval.

External Auditor

The Committee considered and made recommendation to the Board on the appointment and remuneration of the existing auditors
M/S M J Abedin & Company, Chartered Accountants for the year 2014 subject to the approval by the shareholders in the 38th Annual
General Meeting.

64 | Annual Report 2013 | Report on the Activities of The Audit Committee

Death of Committee Member

Dr. Abdul Alim Khan, a director of the company and a member of the Audit Committee expired on 29 September 2013. The members
of the audit committee expressed deep condolence at the sad demise and recalled with appreciation the valuable contribution of Mr.
Khan during his long tenure with the company.

Reconstitution of the Audit Committee

Barrister Faheemul Huq a Non-Executive Independent Director of the Company and Chairman of the Audit Committee resigned from
the Board on personal ground. The Board appointed Mr. Abdur Rahman Khan a prominent professor of medicine and myself as Non-
Executive independent Directors in the Board for an initial period of three years subject to the approval of the shareholders in the
Annual General Meeting. The Board of Directors at the same time appointed me Chairman and Mr. Abdur Rahman Khan a member of
the audit committee.

Other Reviews and Activities

The senior management of the company time to time on invitation attended various meetings of the audit committee to apprise the
members of the committee on various issues. During the 2013 the audit committee also reviewed and monitored various work of the
internal audit team. Assessment and evaluation of internal control policy were made to ensure that the company employs a sound
system of internal control including internal ﬁ nancial control. The committee amongst others periodically reviewed the ﬁ nancial
reporting process of the company and the related disclosures. Appropriate review was also made on the compliance of various rules
regulations, policies and procedures. The committee noted no material deviations or non-compliance or adverse audit ﬁ nding that
warrant for Board or shareholders’ attention during the period under review.

Mahbubul Alam
Chairman
Audit Committee

Report on the Activities of The Audit Committee I Annual Report 2013 I 65

Shareholders’ Meeting

The thirty seventh Annual General Meeting (AGM) of the shareholders of Beximco
Pharmaceuticals Limited was held on June 29, 2013 at Beximco Industrial Park,
Sarabo, Kashimpur, Gazipur. Mr. A S F Rahman, Chairman of the Company presided
over the meeting. All resolutions put before the shareholders were duly passed
including the agenda of paying a 15% stock dividend for the year 2012. Performance
of the Company in 2012 as well as future strategies was brieﬂ y discussed in the
meeting. At the end of the meeting the Chairman expressed his appreciation towards
shareholders for their interest in the Company and their continued support.

66 I Annual Report 2013 I Shareholders’ Meeting

Shareholders’ Meeting | Annual Report 2013 | 67

Value Added Statement
For the Year Ended 31 December 2013

Value Added :
Sales & Other Income
Bought-in-Materials & Services

Applications :
Retained by the Company
Salaries and Beneﬁ ts to Employees
Interest to Lenders
Dividend to Shareholders
Duties & Taxes to Govt. Exchequer

Taka in thousand

Tk.

12,655,911
(5,925,855)

6,730,056

100

1,834,884
1,432,326
636,587
525,502
2,300,757

27
21
9
8
35

6,730,056

100

68 I Annual Report 2013 I Value Added Statement

Graphical View of
Selected Growth Indicators

Graphical View of Selected Growth Indicators | Annual Report 2013 | 69

Independent Auditors’ Report
To The Shareholders of
Beximco Pharmaceuticals Limited

Report on the Financial Statements
We have audited the accompanying ﬁ nancial statements of Beximco Pharmaceuticals Limited, which comprise the Statement of
Financial Position as at 31 December 2013, the Statements of Comprehensive Income, Changes in Equity and Cash Flows for the year
then ended, and notes, comprising a summary of signiﬁ cant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these ﬁ nancial statements in accordance with International
Financial Reporting Standards (IFRSs), Bangladesh Financial Reporting Standards (BFRSs), the Companies Act 1994, the Securities
and Exchange Rules 1987 and other applicable laws and regulations, and for such internal control as management determines is
necessary to enable the preparation of ﬁ nancial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility
Our responsibility is to express an opinion on these ﬁ nancial statements based on our audit. We conducted our audit in accordance
with International Standards on Auditing (ISA) and Bangladesh Standards on Auditing (BSA). Those standards require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the ﬁ nancial statements are
free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the ﬁ nancial statements.
The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the ﬁ nancial
statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s
preparation and fair presentation of the ﬁ nancial statements in order to design audit procedure that are appropriate in the circumstance,
but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating
the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the ﬁ nancial statements.

We believe that the audit evidence we have obtained is sufﬁ cient and appropriate to provide a basis for our audit opinion.

Opinion
In our opinion, the ﬁ nancial statements give a true and fair view of the ﬁ nancial position of the Company as at 31 December 2013, and
of its ﬁ nancial performance and its cash ﬂ ows for the year then ended in accordance with International Financial Reporting Standards
(IFRSs) and Bangladesh Financial Reporting Standards (BFRSs), the Companies Act 1994, the Securities and Exchange Rules 1987
and other applicable laws and regulations.

Report on Other Legal and Regulatory Requirements

In accordance with the requirements of the Companies Act 1994 and the Securities and Exchange Rules 1987, we 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 veriﬁ cation thereof;

(b) in our opinion, proper books of account as required by law have been kept by the company so far as it appeared from our

examination of these books;

(c) the Statement of Financial Position ( Balance Sheet) and Statement of Comprehensive Income (Proﬁ t 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
29 April, 2014

M.J. Abedin & Co.
Chartered Accountants

70 I Annual Report 2013 I Independent Auditors’ Report

Beximco Pharmaceuticals Limited
Statement of Financial Position
As at 31 December 2013

ASSETS
Non-Current Assets
Property, Plant and Equipment- Carrying Value
Intangible Assets
Investment in Shares

Current Assets
Inventories
Spares & Supplies
Accounts Receivable
Loans, Advances and Deposits
Short Term Investment
Cash and Cash Equivalents

TOTAL ASSETS

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
Fair Value Gain on Investment
Retained Earnings

Non-Current Liabilities
Long Term Borrowings-Net off Current Maturity (Secured)
Liability for Gratuity and WPPF & Welfare Funds
Deferred Tax Liability

Current Liabilities and Provisions
Short Term Borrowings (Secured)
Long Term Borrowings-Current Maturity (Secured)
Creditors and Other Payables
Accrued Expenses
Dividend Payable
Income Tax Payable

Notes

2013

2012

Amount in Taka

4 (a)
3.3 & 5
6

18,567,329,474
18,364,313,070
198,223,509
4,792,895

16,392,388,639
16,201,858,216
187,079,147
3,451,276

7
8
9
10
11
12

4(b)
6

15
16
17

18
19
20
21

8,903,422,328
2,411,881,986
433,352,407
1,249,434,697
1,186,637,111
3,026,383,161
595,732,966

8,197,421,953
2,433,987,981
396,175,790
1,162,404,807
965,276,373
2,686,598,326
552,978,676

27,470,751,802

24,589,810,592

19,775,552,465
3,503,349,070
5,269,474,690
1,689,636,958
294,950,950
1,349,578,805
1,341,619
7,667,220,373

3,312,618,059
1,151,400,702
610,628,150
1,550,589,207

4,382,581,278
2,776,266,125
754,903,558
383,170,553
141,582,304
973,367
325,685,371

18,408,161,859
3,046,390,500
5,269,474,690
1,689,636,958
294,950,950
1,406,527,880
-
6,701,180,881

3,116,703,964
1,469,621,611
499,622,784
1,147,459,569

3,064,944,769
1,526,449,918
664,712,728
470,097,685
128,598,961
1,020,948
274,064,529

TOTAL EQUITY AND LIABILITIES

27,470,751,802 24,589,810,592

The Notes are an integral part of the Financial Statements.
Approved and authorised for issue by the Board of Directors on 29 April, 2014 and signed for and on behalf of the Board :

Salman F Rahman
Vice Chairman

Nazmul Hassan
Managing Director

Dhaka
29 April, 2014

Ali Nawaz
Chief Financial Ofﬁ cer

Per our report of even date.

M. J. Abedin & Co.
Chartered Accountants

Statement of Financial Position | Annual Report 2013 | 71

Beximco Pharmaceuticals Limited
Statement of Comprehensive Income
For the Year ended 31 December 2013

Net Sales Revenue

Cost of Goods Sold
Gross Proﬁ t

Operating Expenses
Administrative Expenses
Selling, Marketing and Distribution Expenses
Proﬁ t from Operations

Other Income
Finance Cost
Proﬁ t Before Contribution to WPPF & Welfare Funds

Contribution to WPPF & Welfare Funds

Proﬁ t Before Tax

Income Tax Expenses
Current Tax
Deferred Tax
Proﬁ t after Tax for the Year
Other Comprehensive Income -
Fair Value Gain on Investment in Listed Shares
Total Comprehensive Income for the Year

Earnings Per Share (EPS) / Adjusted EPS (2012)

Number of Shares used to compute EPS

Notes

2013

2012

Amount in Taka

27
28

29
30

10,490,699,094

9,289,115,284

(5,651,898,878)
4,838,800,216

(4,899,713,857)
4,389,401,427

(2,514,527,446)
(375,565,912)
(2,138,961,534)
2,324,272,770

510,588,200
(636,587,090)
2,198,273,880

(2,181,521,867)
(332,225,347)
(1,849,296,520)
2,207,879,560

442,847,713
(645,406,575)
2,005,320,698

(104,679,709)

(95,491,462)

2,093,594,171

1,909,829,236

(688,831,391)
(324,415,546)
(364,415,845)
1,404,762,780

(590,439,908)
(445,712,907)
(144,727,001)
1,319,389,328

1,341,619
1,406,104,399

-
1,319,389,328

4.01

3.77

350,334,907

The Notes are an integral part of the Financial Statements.
Approved and authorised for issue by the Board of Directors on 29 April, 2014 and signed for and on behalf of the Board :

Salman F Rahman
Vice Chairman

Nazmul Hassan
Managing Director

Dhaka
29 April, 2014

72 I Annual Report 2013 I Statement of Comprehensive Income

Ali Nawaz
Chief Financial Ofﬁ cer

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 2013

Share
Capital

Share
Premium

Excess of Issue
Price over Face
Value of GDRs

Capital
Reserve on
Merger

Revaluation
Surplus

Fair Value
Gain on
Investment

Retained
Earnings

Total

Amount in Taka

3,046,390,500

5,269,474,690

1,689,636,958

294,950,950

1,406,527,880

6,701,180,881

18,408,161,859

-
-

456,958,570

-
-

-
1,341,619

1,404,762,780
-

1,404,762,780
1,341,619

(456,958,570)

(18,235,282)

18,235,282

(38,713,793)

3,503,349,070

5,269,474,690

1,689,636,958

294,950,950

1,349,578,805

1,341,619

7,667,220,373

19,775,552,465

Balance as on
January 01, 2013

Total Comprehensive
Income for 2013:
Proﬁ t for the year
Other Comprehensive Income

Transactions with
the Shareholders:
Stock Dividend for 2012

Adjustment for Depreciation on
Revalued Assets

Adjustment for Deferred Tax on
Revalued Assets

Balance as on
December 31, 2013

Number of Shares
Net Asset Value (NAV) Per Share

The Notes are an integral part of the Financial Statements.

Approved and authorised for issue by the Board of Directors on 29 April, 2014 and signed for and on behalf of the Board :

Salman F Rahman
Vice Chairman

Nazmul Hassan
Managing Director

Dhaka
29 April, 2014

350,334,907

56.45

Ali Nawaz
Chief Financial Ofﬁ cer

Per our report of even date.

M. J. Abedin & Co.
Chartered Accountants

Statement of Changes in Equity | Annual Report 2013 | 73

Beximco Pharmaceuticals Limited
Statement of Cash Flows
For the Year ended 31 December 2013

Cash Flows from Operating Activities :
Receipts from Customers and Others
Payments to Suppliers and Employees
Cash Generated from Operations

Interest Paid
Interest Received
Income Tax Paid
Net Cash Generated from Operating Activities

Cash Flows from Investing Activities :
Acquisition of Property, Plant and Equipment
Intangible Assets
Disposal of Property, Plant and Equipment
Short Term Investment
Net Cash Used in Investing Activities

Cash Flows from Financing Activities :
Net Decrease in Long Term Borrowings
Net Increase / (Decrease) in Short Term Borrowings
Dividend Paid
Net Cash Generated from Financing Activities

Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year
Cash and Cash Equivalents at End of Year

2013

Amount in Taka
2012

10,407,897,987
(7,880,610,113)
2,527,287,874

9,107,836,251
(6,855,119,972)
2,252,716,279

(636,587,090)
512,424,678
(272,794,704)
2,130,330,758

(645,406,575)
437,201,038
(187,130,672)
1,857,380,070

(2,739,061,076)
(25,370,921)
5,401,817
(339,784,835)
(3,098,815,015)

(1,033,862,245)
(65,272,280)
4,730,688
(493,174,766)
(1,587,578,603)

(228,030,079)
1,239,316,207
(47,581)
1,011,238,547

(119,484,493)
(115,766,090)
(340,504)
(235,591,087)

42,754,290
552,978,676
595,732,966

34,210,380
518,768,296
552,978,676

Net Operating Cash Flow Per Share

6.08

6.10

Number of Shares used to compute Net Operating Cash Flow Per Share

350,334,907

304,639,050

The Notes are an integral part of the Financial Statements.

Approved and authorised for issue by the Board of Directors on 29 April, 2014 and signed for and on behalf of the Board :

Salman F Rahman
Vice Chairman

Nazmul Hassan
Managing Director

Dhaka
29 April, 2014

74 I Annual Report 2013 I Statement of Cash Flows

Ali Nawaz
Chief Financial Ofﬁ cer

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 2013

1. Reporting Entity

1.1

About the company
Beximco Pharmaceuticals Limited (BPL/ the Company) was incorporated as a public limited company in Bangladesh in
1976. It commenced its manufacturing operation in 1980. The company was listed with Dhaka Stock Exchange in 1985
and with Chittagong Stock Exchange on its debut in 1995. In 2005, BPL took over Beximco Infusions Ltd., a listed company
of the Beximco Group engaged in manufacturing and marketing of intravenous ﬂ uids and got enlisted with the Alternative
Investment Market (AIM) of the London Stock Exchange through issuance of Global Depository Receipts (GDRs). Shares of
the Company are traded in Dhaka and Chittagong Stock Exchanges of Bangladesh and its GDRs in AIM of the London Stock
Exchange.

The registered ofﬁ ce 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 of Gazipur district – vicinities close to the capital city Dhaka.

1.2

Nature of Business
The company is engaged in manufacturing and marketing of generic pharmaceuticals formulation products including life
saving intravenous ﬂ uids and Active Pharmaceutical Ingredients (APIs). Products of the company are sold in domestic and
international markets. The company also provides contract manufacturing services.

Basis of Preparation of Financial Statements

2.1 Basis of Measurement

The ﬁ nancial statements have been prepared on Historical Cost Basis except land, building and plant & machinery being
revalued on 31 December 2008, investment in shares of listed company being valued at year end quoted price and the cash
ﬂ ow statement being prepared on cash basis.

Statement of Compliance
The ﬁ nancial 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 and in accordance with the International Financial Reporting Standards (IFRSs), and Bangladesh Financial
Reporting Standards (BFRSs).

Presentation of Financial Statements
The presentation of these ﬁ nancial statements is in accordance with the guidelines provided by IAS 1: Presentation of
Financial Statements.
The ﬁ nancial statements comprises of:
(a) a Statement of Financial Position as at the end of the year 2013;
(b) a Statement of Comprehensive Income for the year 2013;
(c) a Statement of Changes in Equity for the year 2013;
(d) a Statement of Cash Flows for the year 2013; and
(e) notes, comprising summary of signiﬁ cant accounting policies and explanatory information.

Reporting Period
The ﬁ nancial statements cover one calendar year from January 01, 2013 to December 31, 2013.

Authorisation for issue
The ﬁ nancial statements have been authorised for issue by the Board of Directors on April 29, 2014.

Functional and Presentation Currency
The ﬁ nancial statements are prepared and presented in Bangladesh Currency (Taka), which is the company’s functional
currency. All ﬁ nancial information presented has been rounded off to the nearest Taka except where indicated otherwise.

2.2

2.3

2.4

2.5

2.6

Notes to the Financial Statements | Annual Report 2013 | 75

2.7

2.8

Comparative Information
Comparative information has been disclosed in respect of the year 2012 for all numerical information in the ﬁ nancial statements
and also the narrative and descriptive information where it is relevant for understanding of the current year’s ﬁ nancial statements.

Figures for the year 2012 have been re-arranged wherever considered necessary to ensure better comparability with the current
year.

Use of Estimates and Judgments
The preparation of ﬁ nancial 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 ﬁ nancial
statements.

Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Any
revision of accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected.

In particular, the key areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most
signiﬁ cant effect on the amounts recognized in the ﬁ nancial statements include depreciation, inventory valuation, accrued
expenses, other payable and deferred liability for gratuity.

Signiﬁ cant Accounting Policies

The accounting principles and policies in respect of material items of ﬁ nancial statements set out below have been applied
consistently to all periods presented in these ﬁ nancial statements.

3.1

Revenue Recognition
In compliance with the requirements of IAS 18: Revenue, revenue receipts from customers against sales is recognized when
products are dispatched to customers, that is, when the signiﬁ cant 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.

3.2
3.2.1

Property, Plant and Equipment
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.

3.2.2 Maintenance Activities

The company incurs maintenance costs for all its major items of property, plant and equipment. Repair and maintenance costs
are charged as expenses when incurred.

3.2.3

Depreciation
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 at the following rates on
reducing balance basis:

Building and Other Construction
Plant and Machinery
Furniture & Fixtures
Transport & Vehicle
Ofﬁ ce Equipment

2 %- 10%
5% -15%
10%
20%
10% -15%

3.2.4

Retirements and Disposals
On disposal of ﬁ xed assets, the cost and accumulated depreciation are eliminated and gain or loss on such disposal is reﬂ ected
in the income statement, which is determined with reference to the net book value of the assets and net sales proceeds.

76 I Annual Report 2013 I Notes to the Financial Statements

3.3

3.4

3.5

3.5.1

Intangible Assets
Intangible assets are stated at cost less provisions for amortization and impairments. Licenses, patents, know-how and
marketing rights acquired are amortized over their estimated useful lives, using the straight line basis, from the time they are
available for use. The cost of acquiring and developing computer software for internal use and internet sites for external use
are capitalized as intangible ﬁ xed assets where the software or site supports a signiﬁ cant business system and the expenditure
leads to the creation of a durable asset. Also, the research and development expenditures that are deﬁ nite to yield beneﬁ t to
the company are capitalized.

Leased Assets
In compliance with the IAS 17: Leases, cost of assets acquired under ﬁ nance lease along with related obligation has been
accounted for as assets and liabilities respectively of the company, and the interest element has been charged as expenses.
Lease payments made under ﬁ nance leases are apportioned between the ﬁ nance expenses and the reduction of the outstanding
liability.

Financial Instruments
A ﬁ nancial instrument is any contract that gives rise to a ﬁ nancial asset of one entity and a ﬁ nancial liability or equity instrument
of another entity.

Financial assets
Financial assets of the company include cash and cash equivalents, accounts receivable and other receivables. The company
initially recognizes receivable on the date they are originated. All others ﬁ nancial assets are recognized initially on the date at
which the company becomes a party to the contractual provisions of the transaction. The company derecognizes a ﬁ nancial
asset when, and only when the contractual rights or probabilities of receiving the cash ﬂ ows from the asset expire or it transfer
the rights to receive the contractual cash ﬂ ows on the ﬁ nancial asset in a transaction in which substantially all the risk and
rewards of ownership of the ﬁ nancial asset are transferred.

3.5.1(a) Accounts Receivable

Accounts receivable are created at original invoice amount less any provisions for doubtful debts. Provisions are made where
there is evidence of a risk of non-payment, taking into account aging, previous experience and general economic conditions.
When an accounts receivable is determined to be uncollected it is written off, ﬁ rstly against any provision available and then
to the proﬁ t and loss account. Subsequent recoveries of amounts previously provided for are credited to the proﬁ t and loss
account.

3.5.1(b) 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 insigniﬁ cant risk of change in value of the same.

3.5.1(c)

Investment in Shares
Investment in shares of listed company is valued at a price quoted in the stock exchange at year end. Investment in other
shares is valued at cost.

3.5.2

3.6

Financial Liability
Financial liabilities are recognized initially on the transaction date at which the company becomes a party to the contractual
provisions of the liability. The company derecognizes a ﬁ nancial liability when its contractual obligations are discharged or
cancelled or expire.
Finance liabilities include payable for expenses, liability for capital expenditure and other current liabilities.

Impairment
(a) Financial Assets
Accounts receivable and other receivables are assessed at each reporting date to determine whether there is any objective
evidence of impairment. Financial assets are impaired if objective evidence indicates that a loss event has occurred after the
initial recognition of the asset and that the loss event had a negative effects on the estimated future cash ﬂ ows of that asset,
that can be estimated reliably. Objective evidence that ﬁ nancial assets are impaired can include default or delinquency by a
debtor, indications that a debtor or issuer will enter bankruptcy etc.

(b) Non-Financial Assets
An asset is impaired when its carrying amount exceeds its recoverable amount. The company assesses at each reporting
date whether there is any indication that an asset may be impaired. If any such indication exists, the company estimates the
recoverable amount of the asset. The recoverable amount of an asset is the higher of its fair value less costs to sell and its

Notes to the Financial Statements | Annual Report 2013 | 77

value in use. Carrying amount of the assets is reduced to its recoverable amount by recognizing an impairment loss if, and
only if, the recoverable amount of the asset is less than its carrying amount. Impairment loss is recognized immediately in
proﬁ t or loss, unless the asset is carried at revalued amount. Any impairment loss of a revalued asset shall be treated as a
revaluation decrease.

3.7

3.8

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.

Provisions
A provision is recognized in the statement of ﬁ nancial position when the company has a legal or constructive obligation as
a result of a past event, it is probable that an outﬂ ow of economic beneﬁ ts will be required to settle the obligation and a
reliable estimate can be made of the amount of the obligation. Provision is ordinarily measured at the best estimate of the
expenditure required to settle the present obligation at the date of statement of ﬁ nancial position. Where the effect of time
value of money is material, the amount of provision is measured at the present value of the expenditures expected to be
required to settle the obligation.

3.9

Income Tax Expense
Income tax expense comprises of current and deferred tax. Income tax expense is recognized in the Statement of
Comprehensive Income and accounted for in accordance with the requirements of IAS 12 : Income Tax.

3.10

3.11

3.12

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 qualiﬁ es 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 ﬁ nancial reporting purpose and its tax
base, and accordingly, deferred tax income/expenses has been considered to determine net proﬁ t after tax and earnings
per shares (EPS).

A deferred tax asset is recognized to the extent that it is probable that future taxable proﬁ t 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 beneﬁ t will be realized.

Interest Income
Interest income is recognized on accrual basis.

Borrowing Cost
Borrowing costs are recognized as expenses in the period in which they are incurred unless capitalization of such is
allowed under IAS 23 : Borrowing Costs.

Employee Beneﬁ ts
The company maintains both deﬁ ned contribution plan and deﬁ ned beneﬁ t plan for its eligible permanent employees. The
eligibility is determined according to the terms and conditions set forth in the respective deeds.

The company has accounted for and disclosed employee beneﬁ ts in compliance with the provisions of IAS 19: Employee
Beneﬁ ts.

The cost of employee beneﬁ ts is charged off as revenue expenditure in the period to which the contributions relate.

The company’s employee beneﬁ ts include the following:

(a) Deﬁ ned Contribution Plan (Provident Fund)
The company has a registered provident fund scheme (Deﬁ ned Contribution Plan) for employees of the company eligible
to be members of the fund in accordance with the rules of the provident fund constituted under an irrevocable trust. All
permanent employees contribute 10% of their basic salary to the provident fund and the company also makes equal
contribution.

The company recognizes contribution to deﬁ ned contribution plan as an expense when an employee has rendered services
in exchange for such contribution. The legal and constructive obligation is limited to the amount it agrees to contribute to
the fund.

78 I Annual Report 2013 I Notes to the Financial Statements

(b) Deﬁ ned Beneﬁ t Plan (Gratuity)
This represents unfunded gratuity scheme for its permanent employees. Employees are entitled to gratuity beneﬁ t after
completion of minimum ﬁ ve 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 Beneﬁ ts, such valuation in not likely
to yield a result signiﬁ cantly different from the current provision.

(c) Short-term employee beneﬁ ts
Short-term employee beneﬁ ts include salaries, bonuses, leave encashment, etc. Obligations for such beneﬁ ts are measured on
an undiscounted basis and are expensed as the related service is provided.

(d) Contribution to Workers’ Proﬁ t Participation and Welfare Funds
This represents 5% of net proﬁ t before tax contributed by the company as per provisions of the Bangladesh Labor (amendment)
Act 2013 and is payable to workers as deﬁ ned in the said law.

(e) Insurance Scheme
Employees of the company are covered under insurance schemes.

3.13

3.14

Share Premium
The Share Premium shall be utilized in accordance with the provisions of the Companies Act, 1994 and as per direction of the
Securities and Exchange Commission in this respect.

Proposed Dividend
The amount of proposed dividend has not been accounted for but disclosed in the notes to the accounts in accordance with the
requirements 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 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.

3.15

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.

Current Year (2013)
The Bonus Shares issued during the year 2013 were treated as if they always had been in issue. Hence, in computing the Basic
EPS of 2013, the total number of shares including the said bonus shares has been considered as the Weighted Average Number
of Shares outstanding during the year 2013.

Earlier Year (2012)
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 (2012), and accordingly,
in calculating the adjusted EPS of 2012, the total number of shares including the subsequent bonus issued in 2013 has been
considered as the Weighted Average number of Shares outstanding during the year 2012.

The basis of computation of number of shares as stated 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 is increased without an increase in resources.

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.

3.16

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 ﬁ nancial position 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.

Notes to the Financial Statements | Annual Report 2013 | 79

3.17

3.18

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.

Events after Reporting Period
Events after the reporting period that provide additional information about the company’s position at the date of Statement
of Financial Position or those that indicate that the going concern assumption is not appropriate are reﬂ ected in the ﬁ nancial
statements. Events after reporting period that are not adjusting events are disclosed in the notes when material.

4 (a). Property, Plant and Equipment

Particulars

Land

Building
and Other
Constructions

Plant
and
Machinery

Furniture
and
Fixtures

Transport
and
Vehicle

Ofﬁ ce
Equipment

Total

Amount in Taka

Cost
At January 01, 2013
Additions during the year
Transferred & Capitalized
Disposal during the year
Cost at December 31, 2013

Accumulated Depreciation
At January 01, 2013
Depreciation during the year
Adjustment for assets
disposed off

Accumulated Depreciation
at December 31 , 2013

Net Book Value
December 31, 2013

3,302,101,973
780,509
-
-
3,302,882,482

6,333,171,363
13,549,431
24,037,626
-
6,370,758,420

7,393,575,590
309,357,824
2,333,797,946
(2,087,118)
10,034,644,242

157,600,585
15,883,407
-
(150,000)
173,333,992

458,376,716
92,035,614
-
(2,335,090)
548,077,240

329,522,045
28,841,271
-
-
358,363,316

17,974,348,272
460,448,056
2,357,835,572
(4,572,208)
20,788,059,692

-
-

883,415,433
169,131,203

2,765,654,219
326,077,583

59,740,937
9,779,965

184,696,202
54,651,369

221,274,036
15,999,024

4,114,780,827
575,639,144

(1,603,706)

(90,000)

(1,911,424)

(3,605,130)

1,052,546,636

3,090,128,096

69,430,902

237,436,147

237,273,060

4,686,814,841

3,302,882,482

5,318,211,784

6,944,516,146

103,903,090

310,641,093

121,090,256

16,101,244,851

Capital Work in Progress

Carrying Value as on December 31, 2013

2,263,068,219

18,364,313,070

Assets include lease hold assets of Tk. 1,018,806,938 at cost and Tk.776,468,607 at carrying value.

Capital Work in Progress is arrived at as follows :

Balance as on January 01
Addition during the year

Transferred & Capitalized
Building and Other Constructions
Plant & Machinery
Ofﬁ ce Equipment

Amount in Taka

2013

2012

2,342,290,771
2,278,613,020
4,620,903,791
(2,357,835,572)
(24,037,626)
(2,333,797,946)

1,853,876,341
844,005,530
2,697,881,871
(355,591,100)
(42,208,332)
(313,373,868)
(8,900)

Balance as on December 31

2,263,068,219

2,342,290,771

80 I Annual Report 2013 I Notes to the Financial Statements

4 (b). Revaluation Surplus

S.F. Ahmed & Co, Chartered Accountants and Valuers revalued the land, building and plant & machinery of the Company as
of 31 December 2008, following “Current cost method”. Such revaluation resulted into a revaluation surplus aggregating Tk.
1,711,174,747. Current balance is arrived at as follows:

Balance as on January 01
Adjustment for depreciation on revalued assets
Adjustment for Deferred Tax on revalued assets

Intangible Assets

This is arrived at as follows :

Balance as on January 01
Addition during the year
Total
Amortized during the year
Balance as on December 31

Investment in Shares

This consists of as follows :

Amount in Taka

2013

2012

1,406,527,880
(18,235,282)
(38,713,793)
1,349,578,805

1,466,602,600
(20,719,074)
(39,355,646)
1,406,527,880

187,079,147
25,370,921
212,450,068
(14,226,559)
198,223,509

135,933,879
65,272,280
201,206,159
(14,127,012)
187,079,147

(a) Bangladesh Export Import Co. Ltd.
(b) Central Depository Bangladesh Ltd. (CDBL)

Share details:

3,223,445
1,569,450
4,792,895

1,881,826
1,569,450
3,451,276

No. of Shares Amount in Taka

(a) Bangladesh Export Import Co. Ltd

As on January 01, 2013
Stock Dividend for 2012
Fair Value Gain on Investment - [Note 3.5.1( c )]
Total

87,050
13,057

100,107

1,881,826
-
1,341,619
3,223,445

(b) Central Depository Bangladesh Ltd.

571,182

1,569,450

(CDBL) [Note 3.5.1( c)]

4,792,895

(c) The shares of Bangladesh Export Import Co. Ltd. are listed in Dhaka and Chittagong Stock Exchanges. The market value
of each share of Bangladesh Export Import Co. Ltd. on last working day of the year was Tk. 32.2 in Dhaka Stock Exchange
Ltd. and Tk. 32.10 in Chittagong Stock Exchange Ltd. Shares of CDBL are not traded.

Notes to the Financial Statements | Annual Report 2013 | 81

Inventories

This consists of as follows :

Finished Goods
Work in Process
Raw Materials
Packing Materials
Laboratory Chemicals
Physician Samples
Raw & Packing Materials in Transit

Spares & Supplies

This consists of as follows :

Spares & Accessories
Stock of Stationery
Literature & Promotional Materials

Accounts Receivable

This includes receivable of Tk. 158,658,136 equivalent to US$ 2,049,754 (on
31-12-2012 Tk. 138,233,280 equivalent to US$ 1,727,916) against export sales.

This also includes Tk.1,018,513,082 due from I & I Services Ltd., who provides
distribution service to the Company and a “Related Party”. The maximum amount
due from that company during the year was Tk. 1,051,200,320 on 31-10-2013.

No amount was due from the directors, managing agent, managers and other
ofﬁ cers of the company and any of them severally or jointly with any other person.

10. Loans, Advances and Deposits

This is unsecured, considered good and consists of as follows :

Clearing & Forwarding
VAT
Claims Receivable
Security Deposit & Earnest Money
Lease Deposit
Capital Expenditure/ Project
Expenses
Bank Guarantee Margin
Advance against Salary
Rent Advance
Motor Cycle
Raw & Packing Material
Prepaid Expenses
Overseas Liaison Ofﬁ ce
Others

Amount in Taka

2013

2012

644,005,694
204,755,943
787,194,854
440,279,801
800,984
92,234,008
242,610,702
2,411,881,986

629,828,725
246,214,085
832,312,053
455,793,262
1,051,434
65,863,326
202,925,096
2,433,987,981

318,538,085
9,829,034
104,985,288
433,352,407

286,649,212
5,712,885
103,813,693
396,175,790

43,788,956
224,271,781
12,824,382
21,814,251
18,238,318
39,234,247
85,456,445
39,939,537
51,306,101
9,692,064
156,328,603
409,577,706
28,932,441
9,968,983
35,263,296
1,186,637,111

19,350,585
215,793,398
15,735,731
23,151,164
15,262,058
54,725,188
57,125,828
869,546
64,266,534
6,573,135
132,314,896
330,283,008
-
-
29,825,302
965,276,373

(a) The maximum amount due from the employees during the year was Tk.63,249,485 on 31-01-2013.

(b) No amount was due from the directors, managing agent, managers and other ofﬁ cers of the company and any of them

severally or jointly with any other person, except as stated above.

82 I Annual Report 2013 I Notes to the Financial Statements

11. Short Term Investment

This represents the Company’s temporary investment with Bangladesh Export Import Company Limited (Beximco Ltd.), carrying
interest 1% above bank interest rate. This investment is returnable as and when required by the Company.

12. Cash and Cash Equivalents

This consists of as follows :

(a) Cash in Hand (including Imprest Cash)
(b) Cash at Bank :
(i) Current & FC Account

(ii) FDR Account

13.

Issued Share Capital

This represents :

A. Authorized :

Amount in Taka

2013

2012

3,474,616

2,540,331

85,680,218
506,578,132
595,732,966

85,034,470
465,403,875
552,978,676

500,000,000 Ordinary Shares of Tk. 10/- each
41,000,000 Fully Convertible, 5% Dividend, Preference Shares of Tk. 100/- each

B. Issued, Subscribed and Paid-up :

51,775,750 shares of Tk. 10/- each fully paid-up in cash
261,316,760 Bonus Shares (2012: 215,620,903) of Tk. 10/- each
5,951,250 Shares of Tk. 10/-each issued in Exchange of Shares of Beximco Infusions Ltd.
31,291,147 Shares issued on conversion of Preference Shares

5,000,000,000
4,100,000,000
9,100,000,000

517,757,500
2,613,167,600
59,512,500
312,911,470
3,503,349,070

517,757,500
2,156,209,030
59,512,500
312,911,470
3,046,390,500

The movement of Ordinary Shares during the year 2013 is as follows :

Number of Shares Amount in Taka

Balance as on January 01, 2013
Bonus Shares issued during the year 2013 (for 2012)
Balance as on December 31, 2013

304,639,050
45,695,857
350,334,907

3,046,390,500
456,958,570
3,503,349,070

C. Composition of Shareholding of Ordinary Shares:

2013

2012

Sponsors:
A S F Rahman
Salman F Rahman
Associates and Other Directors
Foreign Investors
ICB including ICB Investors Account
General Public & Institutions

No. of shares

7,114,009
7,130,663
34,020,550
85,094,612
41,994,537
174,980,536
350,334,907

2.03
2.04
9.71
24.29
11.98
49.95
100

6,186,095
6,200,577
30,109,655
71,829,205
40,281,087
150,032,431
304,639,050

2.03
2.04
9.88
23.58
13.22
49.25
100

Notes to the Financial Statements | Annual Report 2013 | 83

D. Distribution Schedule of Ordinary Shares:

Range of Holdings
In number of shares

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

No. of Shareholders

% of Shareholders

Number of Shares

% of Share Capital

2013

2012

2013

2012

2013

2012

2013

2012

68,939
21,066
1,509
674
187
101
55
94
166
40
92,831

65,708 74.26%
18,277 22.69%
1.63%
1,216
0.73%
517
0.20%
156
0.11%
73
0.06%
46
0.10%
99
0.18%
159
0.04%
39
100%
86,290

76.15%
21.18%
1.41%
0.60%
0.18%
0.08%
0.05%
0.12%
0.18%
0.05%
100%

2.52%
8,097,306
8,836,043
8.49%
29,757,275 24,648,855
2.98%
8,417,999
10,448,670
2.67%
7,136,417
9,334,640
1.29%
3,837,480
4,535,749
1.01%
2,525,253
3,520,388
0.70%
2,042,473
2,457,436
6,548,929
1.87%
7,089,661
49,278,664 47,429,395 14.07%
225,617,113 193,414,211 64.40%
100%
350,334,907 304,639,050

2.66%
8.09%
2.76%
2.34%
1.26%
0.83%
0.67%
2.33%
15.57%
63.49%
100%

E. Market Price of Ordinary Shares:
The shares are listed with Dhaka, Chittagong and London Stock Exchanges. On the last working day of the year, each share was
quoted at Tk. 47.20 (in 2012 Tk.55.90) in Dhaka Stock Exchange Ltd., Tk.47.00 (in 2012 Tk. 55.80) in Chittagong Stock Exchange
Ltd., and GBP 0.1375 in London Stock Exchange (in 2012 GBP 0.178).

F. Option on unissued Ordinary shares :
There was no option on unissued shares as on 31-12-2013.

14.

Excess of Issue Price over Face Value of GDRs

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
GDR issue expenses.

15.

Long Term Borrowings - Net off Current Maturity (Secured)

This arrived at as follows :

(a) Project Loan
(b ) Obligation Under Finance Leases

(a) Project Loan

Amount in Taka

2013

2012

1,001,325,040
150,075,662
1,151,400,702

1,336,416,545
133,205,066
1,469,621,611

This loan was sanctioned under the consortium arrangement of Janata Bank Ltd., Sonali Bank Ltd., Agrani Bank Ltd., Rupali
Bank Ltd. and United Commercial Bank Ltd. for the US FDA standard oral solid dosage facility of the company. Janata Bank
Ltd. 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 1,113 decimals of land at Kathaldia,

Aushpara, Tongi of Gazipur along with the building and other constructions thereon ; 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 13.00% to 15.50% per annum, is repayable in quarterly installments ending by 2017.

84 I Annual Report 2013 I Notes to the Financial Statements

16.

Liability for Gratuity and WPPF & Welfare Funds

Liability for gratuity is the amount payable to the permanent employees at the time of separation from the company. The liability for
WPPF refers to the undistributed portion of Workers Proﬁ t Participation and Welfare Fund lying with the company.

(a) Gratuity Payable

Balance as on January 01
Provisions during the year

Paid during the year

(b) Workers Proﬁ t Participation and Welfare Fund

17. Deferred Tax Liability

This arrived at as follows :

Balance as on January 01
Addition during the year:
Deferred Tax on Assets (cost basis)-Note : 32
Deferred Tax on revalued amount

18.

Short Term Borrowings (Secured)

This consists of :

Janata Bank Ltd. -Cash Credit-Hypothecation Loan
AB Bank, Principal Branch - Overdraft
Noor Islamic Bank, Dubai - Commodity Murabaha Facility *

* This represents US$ 10 million Commodity Murabaha Facility bearing
interest @ 6 month’s LIBOR + 4.5% and repayable by September, 2014.

19.

Long Term Borrowings-Current Maturity (Secured)

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

20.

Creditors and Other Payables

This consists of :

Goods & Services
Provident Fund
Advance Against Export
Others

21. Accrued Expenses

This is unsecured, falling due within one year and consists of as follows :

For Expenses
Workers’ Proﬁ t Participation and Welfare Funds - current year’s expense
(net off interim payments)

2013

223,962,507
68,652,000
292,614,507
(8,450,838)
284,163,669
326,464,481
610,628,150

Amount in Taka

2012

187,501,076
49,207,664
236,708,740
(12,746,233)
223,962,507
275,660,277
499,622,784

1,147,459,569

963,376,922

364,415,845
38,713,793
1,550,589,207

144,727,001
39,355,646
1,147,459,569

1,219,126,718
775,639,407
781,500,000
2,776,266,125

1,526,449,918
-
-
1,526,449,918

652,689,720
-
102,213,838
754,903,558

568,588,942
3,792,100
92,331,686
664,712,728

123,397,754
254,356,090
915,874
4,500,835
383,170,553

140,659,520
323,432,697
472,333
5,533,135
470,097,685

38,282,595
103,299,709

33,107,499
95,491,462

141,582,304

128,598,961

Notes to the Financial Statements | Annual Report 2013 | 85

22. Income Tax Payable

This is arrived at as follows :

Balance on January 01
Provision for the year
Short Provision for previous years

AIT & Treasury deposits during the year

23. Net Sales Revenue

This consists of as follows :

Amount in Taka

2013

2012

274,064,529
305,845,595
18,569,951
598,480,075
(272,794,704)
325,685,371

15,482,294
334,871,966
110,840,941
461,195,201
(187,130,672)
274,064,529

Local Sales
Export Sales US$ 8,614,393 (in 2012 US$ 5,791,113)

9,819,409,651
671,289,443
10,490,699,094

8,818,999,143
470,116,141
9,289,115,284

Sales represents:

Product Category

Unit

2013

2012

Quantity

Tablet, Capsule, Suppository & DPI

Million pcs. 3,173.13 2,981.40

Liquid, Cream and Ointment, Suspension,
IV Fluid, Amino Acid, Ophthalmic,
Nebulizer Solution, Injectable and Inhaler Million pcs. 66.75

63.05

Active Pharmaceutical Ingredients

170,516

158,852

Liquid Nitrogen

Liter

387,153 236,597

24. Cost of Goods Sold

This is made-up as follows :

Work-in-Process (Opening)
Materials Consumed (Note: 25)
Factory Overhead (Note: 26)
Total Manufacturing Cost

Work-in-Process (Closing)
Cost of Goods Manufactured

Finished Goods (Opening)
Finished Goods available

Cost of Physician Sample transferred to Sample Stock
Finished Goods (Closing)

86 I Annual Report 2013 I Notes to the Financial Statements

246,214,085
4,257,643,464
1,493,080,956
5,996,938,505

169,345,787
3,831,308,573
1,269,375,857
5,270,030,217

(204,755,943)
5,792,182,562

(246,214,085)
5,023,816,132

629,828,725
6,422,011,287

639,241,751
5,663,057,883

(126,106,715)
(644,005,694)
5,651,898,878

(133,515,301)
(629,828,725)
4,899,713,857

Item wise quantity and value of Finished Goods Stock are as follows :

Stock as January 01, 2013
Tablet, Capsule, Suppository & DPI
Liquid, Cream and Ointment, Suspension, IV Fluid, Amino Acid, Ophthalmic,
Nebulizer Solution, Injectable and Inhaler
Active Pharmaceutical Ingredients

Unit
Million pcs.

Quantity
527.72

Value (Tk.)
424,313,622

Million pcs.
Kg

6.35
1,546

200,971,815
4,543,288

Stock as December 31, 2013
Tablet, Capsule, Suppository & DPI
Liquid, Cream and Ointment, Suspension, IV Fluid, Amino Acid, Ophthalmic,
Nebulizer Solution, Injectable and Inhaler
Active Pharmaceutical Ingredients

25. Materials Consumed

This is made-up as follows :

Opening Stock
Purchase
Closing Stock

26. Factory Overhead

This consists of as follows :

Salary & Allowances
Repairs and Maintenance
Insurance Premium
Municipal Tax & Land Revenue
Advertisement
Registration & Renewal
Travelling & Conveyance
Entertainment
Research and Development
Printing & Stationery
Telephone, Internet & Postage
Toll Expense / (Income) - Net
Electricity, Gas & Water
Training & Conference
Plant Certiﬁ cation and Regulatory Approvals
Depreciation
Other Expenses

629,828,725

Million pcs.

518.83

394,979,619

Million pcs.
Kg

6.69
1,867

243,292,676
5,733,399

644,005,694

2013

Amount in Taka

2012

1,289,156,749
4,196,762,354
(1,228,275,639)
4,257,643,464

1,316,611,230
3,803,854,092
(1,289,156,749)
3,831,308,573

451,123,633
91,719,472
15,542,159
1,582,778
23,570
10,397,369
4,627,240
937,973
136,216,539
12,171,521
4,736,650
127,098,536
65,589,318
4,940,526
38,338,641
520,953,425
7,081,606

372,287,293
81,645,875
22,173,473
1,817,215
74,850
19,997,450
3,253,966
872,098
31,065,735
12,280,051
4,038,923
86,795,076
60,986,526
4,162,341
41,286,575
520,837,622
5,800,788

1,493,080,956

1,269,375,857

(a) Salary and allowances include Company’s Contribution to provident fund of Tk. 8,531,034 (in 2012 Tk. 8,002,823).

(b) The value of imported stores and spares consumed is Tk. 53,993,111 which is included in repairs & maintenance expense. This

also includes maintenance of ofﬁ ce, premises, vehicles, building, machinery, equipment and other infrastructures.

Notes to the Financial Statements | Annual Report 2013 | 87

27. Administrative Expenses

This consists of as follows :

Salary & Allowances
Rent
Repairs and Maintenance
Registration & Renewals
Travelling & Conveyance
Entertainment
Printing & Stationery
Audit Fee
Telephone, Internet & Postage
Electricity, Gas & Water
Legal & Consultancy
AGM, Company Secretarial and Regulatory Expense
Advertisement
Training & Conference
Depreciation
Remuneration to Independent Directors
Other Expenses

Amount in Taka

2013

2012

177,266,156
9,879,000
28,111,235
7,262,546
18,280,955
3,749,384
2,926,769
1,200,000
4,682,370
10,715,700
13,779,574
41,284,006
19,126
6,590,078
20,147,370
140,000
29,531,643

154,929,932
9,667,400
24,581,182
2,680,277
18,055,645
4,198,442
2,222,786
1,000,000
4,405,177
10,182,415
7,720,328
44,985,864
100,000
5,938,817
20,142,891
-

21,414,191

375,565,912

332,225,347

(a) Salary and allowances include provident fund contribution of Tk.4,899,089 (in 2012 Tk. 4,238,310).
(b) Repairs and maintenance includes maintenance of ofﬁ ce, premises, vehicles, building, equipment and other infrastructures.
(C) Remuneration is paid to the Independent Directors for attending Board, Audit Committee and Other Meetings.

28. Selling, Marketing and Distribution Expenses

This consists of as follows :

Salary & Allowances
Rent
Repairs and Maintenance
Travelling & Conveyance
Entertainment
Printing & Stationery
Telephone, Internet & Postage
Electricity, Gas & Water
Market Research & New Products
Training & Conference
Insurance Premium
Sample
Promotional Expenses
Literature/News Letter
Registration & Renewals
Export Insurance, Freight and C&F Expenses
Delivery Expense
Depreciation & Amortization
Other Expenses

699,256,429
22,457,790
5,559,593
293,119,372
21,939,089
26,237,688
8,985,010
6,191,556
27,872,397
53,463,511
17,460,874
144,655,691
303,056,182
84,480,104
32,613,811
60,743,782
266,173,800
48,764,908
15,929,947
2,138,961,534

599,784,362
19,488,948
4,618,564
260,081,060
20,875,724
22,265,791
8,854,384
5,888,612
24,876,321
48,331,042
18,280,838
119,778,787
268,478,952
78,266,167
6,879,929
36,329,864
240,216,876
48,657,683
17,342,616
1,849,296,520

(a) Salary and allowances include provident fund contribution of Tk. 15,749,142 (in 2012 Tk. 12,805,617).
(b) Delivery expense includes distribution service fee for local sales of Formulation and IV Fluid products paid to I & I Services

Ltd., a “Related Party”.

(c) Repairs and maintenance includes maintenance of ofﬁ ce, premises, vehicles, building, equipment and other infrastructures.

88 I Annual Report 2013 I Notes to the Financial Statements

29. Other Income

This is arrived at as follows :

Interest on FDR & Short term Investment
Dividend Income
Royalty
Exchange Rate Fluctuation Gain / (Loss)*
Proﬁ t on Sale of Fixed Assets (Note 35)

* This includes loss of Tk. 10,500,000 arising from conversion of
foreign currency loan at prevailing exchange rate on the date of
Statement of Financial Position.

30. Finance Cost

This is arrived at as follows :

Interest on Working Capital Loan
Interest on Project / Consortium Loan
Interest on Lease Finance
Interest on Loan from PF, WPPF & Welfare Fund
Other Bank Charges

31. Contribution To WPPF & Welfare Funds

This represents statutory contribution by the company as per Bangladesh
Labour (amendment) Act 2013. The amount is computed @ 5% of net proﬁ t
before tax (but after charging such contribution).

32. Income Tax Expenses

This consists of as follows :

(a) Current Tax :
(i) Tax provision for current year (Note 3.9)
(ii) Short provision for earlier year

(b) Deferred Tax Expense (Note 3.9)

33. Earnings Per Share (EPS)

Amount in Taka

2013

2012

512,424,678
3,141,501
7,785,736
(17,198,454)
4,434,739
510,588,200

437,201,038
456,945
3,499,537
(1,055,025)
2,745,218
442,847,713

256,763,094
219,205,840
51,362,542
81,687,639
27,567,975
636,587,090

252,076,640
235,182,666
48,268,802
77,425,824
32,452,643
645,406,575

305,845,595
18,569,951
324,415,546

334,871,966
110,840,941
445,712,907

364,415,845
688,831,391

144,727,001
590,439,908

(a) Earnings attributable to the Ordinary Shareholders
Tk.
(b) Weighted average number of Ordinary Shares outstanding during the year Nos.
Earnings Per Share (EPS) / Adjusted EPS (2012) Tk.

1,404,762,780
350,334,907

4.01

1,319,389,328
350,334,907
3.77

Notes to the Financial Statements | Annual Report 2013 | 89

34. Related Party Disclosures

Following transactions were carried out with related parties in the normal course of business on arms length basis:

Name of Related Parties

Nature of Transactions

(a) I & I Services Ltd.

(b) Bangladesh Export Import Co. Ltd.

Local Delivery
Distribution Service Fee
Short Term Investment & Interest there on 460,034,835 3,026,383,161

1,018,513,082

Value of
Transaction in 2013
10,777,493,691
172,137,233

Balance at
year end

The Companies are subject to common control from same source.

35. Particulars of Disposal of Property, Plant and Equipment

The following assets were disposed off during the year ended 31 December 2013:

Particulars of Assets

Cost

Plant and Machinery
Furniture
Transport & Vehicle
Tk.

2,087,118
150,000
2,335,090
4,572,208

Accumulated
Depreciation
1,603,706
90,000
1,911,424
3,605,130

Written Down
Value
483,412
60,000
423,666
967,078

Sales Price

2,505,937
60,000
2,835,880
5,401,817

Proﬁ t /
(Loss)
2,022,525
-
2,412,214
4,434,739

Mode of
Disposal
Negotiation
Negotiation
Negotiation

Name of Parties

Various Individuals
Various Individuals
Various Individuals

36. Payment / Perquisites to Managers and Directors

(a) The aggregate amounts paid to/ provided for the Managers and Directors of the company is disclosed below :

Remuneration
Gratuity
Contribution to Provident Fund
Bonus
Medical
Others
Total

2013

129,950,600
5,088,500
6,106,200
10,177,000
3,303,706
29,345,360
183,971,366

Amount in Taka

2012

113,343,480
4,393,600
5,175,720
8,787,200
3,229,995
28,736,153
163,666,148

(b) The above includes salary, allowances and perquisites amounting to Tk. 13,818,434 paid to the Managing Director. This also

includes Tk. 140,000 paid to the Independent Directors for attending Board, Audit Committee and other meetings.

(c) Excepting as stated in (b) above, no board meetting fee was paid to any Directors of the Company.
(d) No amount of money was expended by the company for compensating any member of the board for special services
rendered.

37. Production Capacity and Utilization

Item

Unit

Production Capacity Actual Production Capacity Utilization

Tablet, Capsule, Suppository & DPI

Million Pcs

2013
3,973.90

2012
3,890.93

2013
3,287.61

2012
3,096.81

2013
82.73%

2012
79.59%

Liquid, Cream and Ointment,
Suspension, IV Fluid, Amino Acid,
Ophthalmic, Nebulizer Solution,
Injectable and Inhaler

Million Pcs

87.62

86.90

68.88

60.75

78.61%

69.91%

Production does not include goods manufactured under contract manufacturing arragement from third partys’ manufacturing sites.

90 I Annual Report 2013 I Notes to the Financial Statements

38. Capital Expenditure Commitment

There was no capital expenditure contracted but not incurred or provided for at 31-12-2013.

39. Finance Lease Commitment

At 31 December 2013, the company had annual commitment under ﬁ nance leases as set out below :

Leases expiring within 1 year
Leases expiring within 2-5 years (inclusive)

102,213,838
150,075,662
Tk. 252,289,500

40. Claim not Acknowledged as Debt

There was no claim against the company not acknowledged as debt as on 31-12-2013.

41. Un-availed Credit Facilities

There is no credit facilities available to the company under any contract, not availed of as on 31-12-2013 other than trade credit
available in the ordinary course of business.

42. Payments Made in Foreign Currency :

Foreign Currency (Equivalent US$)

Taka

Import of Machinery, Equipments & Spares
Import of Raw & Packing Material
Regulatory Fees & Other Expenses

4,710,544
32,923,653
3,254,024

368,364,542
2,618,088,893
253,501,312

No other expenses including royalty, technical expert and professional advisory fee, interest, etc. was incurred or paid in foreign
currencies except as stated above.

43. Foreign Exchange Earned / Received :

(a) Collection from Export Sales of US$ 8,288,577.
(b) Commodity Murabaha Facility of US$ 10 million received from Noor Islamic Bank, Dubai.

44. 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.

45. Contingent Liability

The company has a contingent liability aggregating Tk. 101,289,446 against disputed income tax claims for the year 1999, 2007,
2008 and 2010. The company has ﬁ led Income Tax Reference cases with the High Court Division of the Supreme Court against
these claims.

There is also a disputed VAT claim aggregating Tk. 144,113,691 against the company. The Company own the verdict of the
Appellate Tribunal in it’s favour. The concerned authority ﬁ led appeal to the honorable High Court against this verdict. Additionally,
there are claims of custom duty aggregating Tk. 22,507,358 against the indemnity bond issued by the company in connection
with import of certain plant and machinery. The company has ﬁ led writ petitions against these claims.

If any liability arises on disposal of the cases, the company shall provide for such liability in the year of ﬁ nal disposal.

Notes to the Financial Statements | Annual Report 2013 | 91

46.

Events after The Reporting Period

The directors recommended 10% Cash Dividend (i.e. Tk. 1 per share) and 5% Stock Dividend (i.e. 5 shares for every 100
shares held) for the year 2013. The dividend proposal is subject to shareholders’ approval in the forthcoming annual general
meeting. Excepting to that, no circumstances have arisen since the date of Statement of Financial Position which would
require adjustment to, or disclosure in, the ﬁ nancial statements or notes thereto.

47.

Financial Risk Management

The management of company has overall responsibility for the establishment and oversight of the company’s risk
management framework. Risk management policies, procedures and systems are reviewed regularly to reﬂ ect changes
in market conditions and the company’s activities. The company has exposure to the following risks for its use of ﬁ nancial
instruments.
-Credit risk
-Liquidity risk
-Market risk

47.01 Credit Risk

Credit risk is the risk of a ﬁ nancial loss to the company if a customer or counterparty to a ﬁ nancial instrument fails to meet
its contractual obligations and arises principally from the company’s receivables. Management has a credit policy in place
and exposure to credit risk is monitored on an ongoing basis. As at 31 December 2013 substantial part of the receivables are
those from its related company and subject to insigniﬁ cant credit risk. Risk exposures from other ﬁ nancial assets. i.e. Cash
at bank and other external receivables are nominal.

47.02 Liquidity Risk

Liquidity risk is the risk that the company will not be able to meet its ﬁ nancial obligations as they fall due. The company’s
approach to managing liquidity ( cash and cash equivalents) is to ensure as far as possible, that it will always have sufﬁ cient
liquidity to meet its liabilities when due under both normal and stressed conditions without incurring unacceptable losses or
risking damage to the company’s reputation. Typically, the company ensures that it has sufﬁ cient cash and cash equivalent
to meet expected operational expenses including ﬁ nancial obligations through preparation of the cash ﬂ ow forecast with
due consideration of time line of payment of the ﬁ nancial obligation and accordingly arrange for sufﬁ cient liquidity/fund to
make the expected payment within due date. In extreme stressed conditions the company may get support from the related
company in the form of short term ﬁ nancing.

47.03 Market Risk

Market risk is the risk that any change in market prices such as foreign exchange rates and interest will affect the company’s
income or the value of its holdings ﬁ nancial instruments. The objective of market risk management is to manage and control
market risk exposures within acceptable parameters.

(a) Currency risk
The company is exposed to currency risk on certain revenues and purchases such as revenue from foreign customers and
import of raw material, machineries and equipment. Majority of the company’s foreign currency transactions are denominated
in USD and relate to procurement of raw materials, machineries and equipment from abroad. The company have received
foreign currency loan which shall be repaid in foreign currency.

(b) Interest rate risk
Interest rate risk is the risk that arises due to changes in interest rates on borrowing. The foreign currency loan is subject to
ﬂ oating rates of interest. Local loans are, however, not signiﬁ cantly affected by ﬂ uctuations in interest rates. The company
has not entered into any type of derivative instrument in order to hedge interest rate risk as at the reporting date.

Nazmul Hassan
Managing Director

Ali Nawaz
Chief Financial Ofﬁ cer

Salman F Rahman
Vice Chairman

Dhaka
29 April 2014

92 I Annual Report 2013 I Notes to the Financial Statements



BEXIMCO PHARMACEUTICALS LTD.
17 Dhanmondi R/A, Road No. 2, Dhaka-1205, Bangladesh

Proxy Form

I/We ______________________ ___________ ___________ ___________ of ___________ ___________ ______________

___________ ___________ ___________ ___________ __being a member of Beximco Pharmaceuticals Ltd. hereby appoint

Mr./Ms. ___________ ___________ ___________ ___________ ________of ___________ ___________ ___________

___________ ___________ ___________ as my/our proxy to attend and vote for me/us on my/our behalf at the 38th Annual General

Meeting of the Company to be held on Saturday, the 21st June, 2014 at 10.30 a.m. at Beximco Industrial Park, Sarabo, Kashimpur,

Gazipur and at any adjournment thereof.

As witness my/our hand this ___________ __________________ ___________ day of June, 2014.

Signed by the said in presence of ___________ ___________ ___________ ___________ ___________ ___________________

___________________
(Signature of the Proxy)

Revenue
Stamp
Tk. 20.00

____________________ __
Signature of the Shareholder(s)

Dated: ___________ ___

____________________
(Signature of the Witness)

Dated: __________________

Note: A member entitled to attend and vote at the Annual 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 Ofﬁ ce of the Company not later than 48 hours before the time ﬁ xed
for the meeting

Signature Veriﬁ ed

_______________
Authorised Signatory



BEXIMCO PHARMACEUTICALS LTD.
SHAREHOLDERS’ ATTENDANCE SLIP

I/We hereby record my/our attendance at the 38th Annual General Meeting being held on 21st June, 2014 at 10.30 a.m.
at Beximco Industrial Park, Sarabo, Kasimpur, Gazipur.

Name of Member(s)________________________ _______________________________________________________

holding of _____________ _________________ ordinary Shares of Beximco Pharmaceuticals Ltd.

N.B. 1. Please note that the AGM can only be attended by the honourable shareholder or properly constituted Proxy. Therefore, any

friend or children accompanying with honourable Shareholder or Proxy cannot be allowed into the meeting.

2. Please present this slip at the reception desk.

______________________
Signature(s) of Shareholder(s)

Corporate
Information

Operational Headquarters

19 Dhanmondi R/A, Road # 7
Dhaka- 1205, Bangladesh
Phone : +880-2-8619151, +880-2-8619091
Fax : +880-2-8613888
E-mail : info@bpl.net
Website : www.beximcopharma.com

Legal Advisor

Rafique-ul Huq
Barrister-at-Law
47/1 Purana Paltan
Dhaka-1000, Bangladesh

Corporate Headquarters

Auditors

17 Dhanmondi R/A, Road # 2
Dhaka- 1205, Bangladesh
Phone : +880-2-8611891
Fax : +880-2-8613470
E-mail : beximchq@bol-online.com

Factory

Tongi Unit
126 Kathaldia, Tongi, Gazipur
Bangladesh

Kaliakoir Unit
Plot No. 1070/1083, Mouchak
Kaliakoir, Gazipur
Bangladesh

Stock Exchange Listing

Dhaka Stock Exchange Ltd.
Chittagong Stock Exchange Ltd.
AIM of London Stock Exchange plc (GDRs)

Public Relations

IMPACT PR
Apartment # A-1, House # 17,
Road # 4, Gulshan-1,
Dhaka-1212, Bangladesh

FTI Consulting LLP
200 Aldersgate
Aldersgate Street, London EC1A 4HD
United Kingdom

M. J. Abedin & Co.
Chartered Accountants
National Plaza (3rd Floor)
109, Bir Uttam C. R. Datta Road
Dhaka- 1205, Bangladesh

Banker

Janata Bank Ltd.
Local office
1 Dilkusha C/A
Dhaka- 1000, Bangladesh

For GDRs

Nominated Advisor & Broker
Daniel Stewart and Company PLC
Becket House
36, Old Jewry
London EC 2R 8DD

Custodian
HSBC
Anchor Tower, 1/1-B, Sonargaon Road
Dhaka- 1205, Bangladesh

Depository Bank
The Bank of New York Mellon
101 Barclay Street
New York, NY 10286

www.beximcopharma.com

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