Ar 2013 PDF

Apex Tannery Limited

CONTENTS
Our Vision, Mission, Values and Objectives 04

Corporate Directory 05
Directors and Management Team 06
Directors Report 07
Finanacial Highlights 15
Financial Highlights (Graphical presentation) 16
Statement of Value Addition 17
Report on Corporate Social Responsibilities 18
Report on Corporate Governance 20
Corporate Governance Compliance Report 23
Pattern of Shareholding 29
Audit Committee Report 30
Auditors Report 33
Statement of Financial Position 34
Statement of Comprehensive Income 35
Statement of Cash Flow 36
Statement of Changes in Equity 37
Notes to the Financial Statements 38
Notice of the AGM 53
Attendance slip and Proxy form 55
Apex
ApexTannery
Tannery
Limited
Limited
OUR VISION, MISSION, VALUES AND OBJECTIVES
4 Annual Report 2013

Apex
Apex
Tannery
Tannery
Limited
Limited
CORPORATE DIRECTORY
Annual Report 2013 5


Apex
Apex
Tannery
Tannery
Limited
Limited
cwiPvjKgjxi cwZe`b
myax kqvinvvie`,
Avcbvì cwiPvjKgjxi c Avwg 30 Ryb, 2013 Bs mgv Avw_K eQii cwZe`b I wnmve Avbì mv_ Dcvcb
KiwQ|
Kvhg
+ ew
c~eeZx - nvm
PjwZ eQi eQi %
weq (nvRvi UvKvq) 3,248,799 3,067,208 05.92
KuvPv Pvgovi (Mi) q g~j (cwZ eMdzU, UvKvq) 99.66 98.98 0.70
KuvPv Pvgovi (QvMj) q g~j 74.19 78.75 (5.79)
Mii Pvgovi weq g~j 166.85 166.87 (0.01)
QvMji Pvgovi weq g~j 118.65 122.23 (2.93)
KwgKvj eq 39.78 32.63 21.91
gvU gybvdv (nvRvi UvKvq) 253,309 271,157 (6.58)
vqx LiP 153,270 122,340 25.28
KvuPvgvji gRy`
Avgiv mvaviYZ C`-Dj-Avhnvi mgq wecyj cwigvb KvuPv Pvgov q Ki _vwK| hvi dj C`-Dj-Avhnv ewZZ eQii
Abvb mgq KvuPv Pvgovi ^ hvMvb Avgvì Drcv`bK evnZ KiZ cvi bv| KvuPvgvji gRy` MZ eQii Zzjbvq
mvlRbK avivq (cwRwUf U) iqQ Kvib G eQi 50 w`bi Drcv`b eqi mgcwigvb UvKvi KvuPvgvj gRy` iqQ
hv MZ eQi wQj 105 w`bi|
Avw_K djvdj
nvRvi UvKvq
mgvcbx eQi mgvcbx eQi
30 Ryb, 2013 Bs 30 Ryb, 2012 Bs
bxU gybvdv (Ki cieZx) 100,157 107,676
hvMt weMZ eQii D 334,027 279,691
434,184 387,367
eUb mycvwik
c`q jfvsk ,70 60,960 53,340
jfvsk cieZx Ri 387 373,224 334,027
434,184 387,367

REPORT OF THE DIRECTORS
DEAR SHAREHOLDERS,
On behalf of your Directors, I have the pleasure in submitting the Report and Financial Statements for the year
ended June 30, 2013.
PERFORMANCE
+ Increase
- Decrease
This Year Previous Year %
Sales (Taka in 000) 3,248,799 3,067,208 05.92
Raw Cowhides purchase price (Taka/sft) 99.66 98.98 0.70
Raw Goatskins purchase price ( ) 74.19 78.75 (5.79)
Cow leather selling price ( ) 166.85 166.87 (0.01)
Goat leather selling price ( ) 118.65 122.23 (2.93)
Chemical cost ( ) 39.78 32.63 21.91
Gross profit (Taka in 000) 253,309 271,157 (6.58)
Operating expenses ( ) 153,270 122,340 25.28
INVENTORIES
We normally purchase huge quantities of raw hides and skins during the Eid-ul-Azha festival, so that our
production is not adversely affected due to low supply during the rest of the year. We feel that the inventory
holding shows a positive trend because this years inventory represents 50 days of production as compared to
105 days last year.
FINANCIAL RESULTS
Taka in thousand
Year Ended Year Ended

June 30, 2013 June 30, 2012
Net profit after tax 100,157 107,676

Add: Previous years surplus 334,027 279,691
434,184 387,367
Appropriation recommended
Dividend payable 60,960 53,340
Balance 373,224 334,027
434,184 387,367

Apex
Apex
Tannery
Tannery
Limited
Limited
jfvsk
GeQi Avcbvì Kvvbxi BwcGm wQj 6.57 UvKv| cwiPvjK cl` 05 AvM, 2013 Bs ZvwiLi mfvq cwZwU 10
UvKvi kqvi 4.00 UvKv nvi jfvsk cve KiQ | GB mvaviY mfvq Avcbvì mwZZ D jfvsk c`vb Kiv ne|
Kgmsvb
Pvgov wk cwZvb kwgKì mvweK cwiwwZ gvUvgywU kv I mvlRbK wQj, hwÌ Zix cvkvK wk kwgK Amvl
weivwRZ wQj| Avcbvì Kvvbxi kwgK Ges KgPvixì mv_ mnv`c~Y mymK I DP bwZKZv eRvq iqQ|
cwZvbi kg kw wbgic t
eZgvb eQii c~eeZx eQii

gvU gvU
kwgK 650 605
KgPvix 170 175
eevcbv 32 32
Pvgov wki fwelZ
cwiPvjKgjxi cwZe`b
BDivc A_bwZK g`vi c~e Avgvì cavb evRvi BZvwjZ wQj| MZ `yB eQi hver BZvwjZ Avgvì cY ivbx
evcKfve Kg hvq Ges A`vewa BZvwji evRvi Zgb Kvb mvebv cwijwZ nQ bv| welqwU Avgiv h_vmgq eySZ
ci Pxb Ges fviZi evRvii mveZv Abymvb Ki mfvMg mvlRbK Zvi mvb cvB| mBmv_ RvcvbI
Avgvì mylg evRvi eZgvb iqQ hwÌ weqi cwigvb Zgb DjLhvM bq|
Avgiv Dcjw Kwi h ciex eQimg~n evsjv`ki Pvgov wk Pxb Ges fviZi evRvii Dci wbfi Kie| RyZv Ges
PvgovRvZ cbi AbZg Drcv`K I ivbxKviK `k njv Pxb Ges fviZ, wKy Zvì Afixb wdwbk&W Pvgovi hvMvb
GKeviB Achv | Dfq `kK wdwbk&W Pvgovi Rb e`wkK hvMvbi Dci wbfi KiZ nq| evsjv`k D Dfq
`ki wdwbk&W Pvgov hvMvb Ìqvi ic~Y hvMm~ vcb KiZ cvi|
eemvwqK SzuwK Ges weeP welq

KuvPv Pvgov gvsm Drcv`bKvix wki GKwU DcRvZ è| gvsmi eenvi nvm cj KuvPv Pvgovi hvMvbI Kg hvq Ges
mBmv_ KuvPv Pvgovi g~jI ew cv nq| wewfb `k gvsmi eenvi wfbZvi Kvib KuvPv Pvgovi AwbqwgZ hvMvb
cwijwZ nq| cwZgvm gvsmi Pvwn`vi wfbZvi Kvib evsjv`k KuvPv Pvgovi hvMvb I g~j mK fwelvbx Kiv
`ytmva| myZivs Pvgov wki mePq eo SzuwK nj KuvPv Pvgovi g~j wwZvcKZv|
evsjv`k Pvgov wki cavb weeP welq njv cwiek `~lYMZ mgmv| eZgvb weki meB cavb AvjvwPZ welq njv
cwiek| wKy evsjv`k Pvgov wki `ylYivaK Kvb cvU bvB| G cavb weeP welq h, hw` evsjv`k miKvi
^ mgqi ga XvKvq AewZ Pvgov wk nvRvixevM _K mvfvi vbvi KiZ mg bv nq, Zvnj Avg`vbxKviK
`kmg~n evsjv`k _K Pvgov qi wblavv Avivc KiZ cvi|

DIVIDENDS
During the year EPS of your Company was Taka 6.57. Directors decided in the Board Meeting held on August
05, 2013 to recommend dividend of Taka 4.00 per share of Taka 10/- each. After your approval in this General
Meeting, the dividend will be paid to the Shareholders.
EMPLOYMENT
Although the labour situation in the RMG sector was unsatisfactory, if not violent sometimes, the labour
environment in the leather sector was quiet. Labour relation in your Company was cordial and morale of the
workers was high. The breakdown of your Companys human resources are:
This Year Previous Year

Total Total
Workers 650 605
Staff 170 175
Management 32 32
INDUSTRY OUTLOOK AND POSSIBLE FUTURE DEVELOPMENTS

Before the recession in Europe, our main market was Italy. For the past two years, our export to Italy has gone
down tremendously and we do not see any prospects in this market. Fortunately, we were aware of this and
explored the Chinese and Indian markets and were able to find good customers. Also, Japan is a steady market
for us but the volume is not substantial.
We feel that the leather industry of Bangladesh will have to depend on the Chinese and Indian markets for the
next few years. China and India are big producers and exporters of shoes and leather goods, but their domestic
supply of finished leather is totally inadequate. Both these countries have to depend on supply of finished
leather from abroad and here Bangladesh can be an important link to their supply chain.
RISKS AND CONCERNS

Raw hides and skins is a by-product of the meat industry. If the consumption of red meat decreases, then
correspondingly the supply of hides and skins goes down with increase in price. We have noticed that the
supply of hides and skins have been erratic in the world because of the difference in consumption of red meat
in different countries. It is very difficult to predict the supply and prices of raw hides and skins in Bangladesh
because the demand for red meat varies from month to month. So the biggest risk of leather industry is the
price elasticity of raw hides and skins.
The main concern of leather industry in Bangladesh is the problem of pollution. Environment is a big issue
everywhere but very unfortunately, there is no pollution plant for the leather industry in Bangladesh. It is a
matter of great concern that if the government is not able to shift the entire leather industry of Dhaka from
Hazaribagh to Savar within a short time, then there is a great possibility that the importing countries may
impose a ban of Bangladeshi leather.

Apex
Apex
Tannery
Tannery
Limited
Limited
cwiPvjKgjxi cwZe`b


Apex
Apex
Tannery
Tannery
Limited
Limited
cwiPvjKgjxi cwZe`b


FINANCIAL HIGHLIGHTS
Taka in thousand
Particulars 2013 2012 2011 2010 2009
Restated
Sales 3,248,799 3,067,208 2,515,867 1,723,639 1,625,358

Gross profit 253,309 271,157 225,046 253,519 169,998
Profit before tax 126,047 131,981 119,361 179,180 160,454
Net profit after tax 100,157 107,676 96,843 142,853 146,792
Property, plant & equipment 280,531 241,175 209,719 152,810 147,069
Authorized capital 500,000 500,000 500,000 500,000 500,000
Issued and paid up capital 152,400 152,400 152,400 152,400 152,400
Current assets 1,112,356 1,313,429 1,394,792 933,045 1,370,835
Current liabilities 311,474 525,849 651,702 195,850 742,687
FINANCIAL HIGHLIGHTS
Net current assets 800,882 787,580 743,090 737,195 628,148
Dividend 60,960 53,340 45,720 38,100 32,004
Earnings per share (Taka) 6.57 7.07 6.35 9.37 9.63
Dividend per share (Taka) 4.00 3.50 3.00 2.50 2.10
Market value per share at year end (Taka) 86.70 103.10 136.20 148.50 118.90
Net asset value per share (Taka) 69.38 66.44 60.10 56.25 48.98
Net operating cash flow per share (Taka) 31.12 9.35 (4.48) 22.68 18.30
Price earning ratio (Times) 13.20 14.58 21.43 15.84 12.34
Dividend yield ratio (%) 4.61 3.39 2.20 1.68 1.77
Current ratio 3.57 2.50 2.14 4.76 1.85
Quick ratio 2.28 1.00 0.99 1.94 0.73
Return on Shareholders fund (%) 9.77 11.01 10.57 16.66 19.67
Interest coverage ratio 3.34 2.79 2.95 5.91 1.89

FINANCIAL HIGHLIGHTS (GRAPHICAL PRESENTATION)
200 80
FINANCIAL HIGHLIGHTS (GRAPHICAL PRESENTATION)
179 66.4 69.38

160 70 60.1
147 143 60 56.25
150 132
119 126 48.98
108 50
97 100
100 40
30
50 20
10
0 0
2009 2010 2011 2012 2013 2009 2010 2011 2012 2013
Profit before tax (Tk. in million) Net asset value per share (Tk.)
Net profit after tax (Tk. in million)
148.50 20
150 136.20 16.66
118.90
120 103.10 15
86.70 10.57 11.01
90 9.77
10
7.32
60
5
30
0 0
2009 2010 2011 2012 2013 2009 2010 2011 2012 2013
Market value per share (Tk.) at year end Return on Shareholder's fund (%)
8 7.51
7
6.05
6
5.01
5
4.33
4 3.54
3.03
3
2.01 2.03 2.06
2 1.58 1.86
1
0 0 0 0
0
2009 2010 2011 2012 2013
Components of EPS (Tk.)
Net operating income Net relized investment gain Net other income

STATEMENT OF VALUE ADDITION

Taka in thousand

June 30, June 30,
2013 2012
Value added
Sales 3,248,799 3,067,208
Bought in materials and services (3,001,462) (2,784,974)
247,337 282,234
Other income 62,262 43,193
Available for distribution 309,599 325,427
Distribution of value addition

To Government (Income tax) 26,114 08.43% 25,734 07.91%
To Employees & workers (Salary, wages and other benefits) 153,599 49.61% 140,013 43.02%
STATEMENT OF VALUE ADDITION

To Banks (Interest and charges) 29,954 09.68% 53,433 16.42%
To Shareholders (Dividend) 60,960 19.69% 53,340 16.39%
270,627 87.41% 272,520 83.74%
Retained for reinvestment and future growth 38,972 12.59% 52,907 16.26%
309,599 100.00% 325,427 100.00%
8% 8%
16 %
13 %
43 %
49 %
17 %
20 %
16 %
10 %
To Banks 10% To Banks 16%

To Shareholders 20% To Shareholders 17%
Retained for reinvestment 13% Retained for reinvestment 16%
To Government 8% To Government 8%
To Employees & workers 49% To Employees & workers 43%
2013 2012

REPORT ON CORPORATE SOCIAL RESPONSIBILITIES
18
Annual Report 2013
Annual Report 2013
19
REPORT ON CORPORATE SOCIAL RESPONSIBILITIES

REPORT ON CORPORATE GOVERNANCE



CORPORATE GOVERNANCE COMPLIANCE REPORT

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

Title
No. status (If any)
1 Board of Directors
1.1 Boards Size Complied
The number of the Board members shall not be less than 5 (five) and more
than 20 (twenty);
1.2 Independent Director
(i) At least one fifth (1/5) of total number of directors shall be Complied
Independent Director;
(ii) a) Does not hold any share or holds less than 1% shares of the total Complied

paid-up shares of the Company;
(ii) b) Who is not a sponsor and not connected with any sponsor/ Complied
director/ shareholder who hold 1% or more shares of the total
paid-up shares on the basis of family relationship;
(ii) c) Does not have any other relationship, whether pecuniary Complied
or otherwise, with the company or its subsidiary/associated
companies;
(ii) d) Not a member, director or officer of any stock exchange; Complied
(ii) e) Not a shareholder, director or officer of any member of stock Complied
exchange or an intermediary of the capital market;
(ii) f ) Not a partner or an executive or was not a partner or an executive Complied
during the preceding 3 (three) years of any statutory audit firm;
(ii) g) Not be an independent director in more than 3 (three) listed Complied
companies;
(ii) h) Not been convicted by a court of competent jurisdiction as a Complied
defaulter in payment of any loan to a bank or a Non-Bank Financial
Institution (NBFI);
(ii) i) Not been convicted for a criminal offence involving moral Complied
turpitude;
(iii) Nominated by the Board of Directors and approved by the Complied
shareholders in the AGM;
(iv) The post of Independent Director can not remain vacant for more Complied There was no
than 90 (ninety) days; vacancy in the
position of
Independent
Director.
(v) Board shall lay down a code of conduct of all Board members and Complied
annual compliance of the code to be recorded;
(vi) Tenure of office of an Independent Director shall be for a period Complied
of 3 (three) years, which may be extended for 1 (one) term only;


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

1.4 Chairman of the Board and CEO
Chairman and CEO shall be filled by different individuals. Chairman shall Complied
be elected from among the Directors. The Board of Directors shall clearly
define respective roles and responsibilities of the Chairman and the CEO.
1.5 The Directors Report to Shareholders
(i) Industry outlook and possible future developments in the Complied
industry;
(ii) Segment-wise or product-wise performance; Complied
(iii) Risks and Concerns; Complied
(iv) Discussion on Cost of goods sold, Gross profit margin and Net Complied
profit margin;
(v) Discussion on continuity of any extra-ordinary gain or loss; Not
applicable
(vi) Disclosure for related party transactions; Complied
(vii) Utilization of proceeds from public issues, rights issues and/or Not
through any others; applicable
(viii) Explanation if the financial results deteriorate after the company Not
goes for IPO, RPO, Rights Offer and Direct Listing; applicable
(ix) Explanation about significant variance occurs between quarterly Not
financial performance and annual financial statements; applicable
(x) Remuneration to directors including independent directors; Complied
(xi) Fairness of financial statements; Complied
(xii) Maintenance of proper books of account; Complied
(xiii) Application of appropriate accounting policies and estimates; Complied
(xiv) Followed IAS, BAS, IFRS, and BFRS in preparation of the financial Complied
statements;
(xv) Soundness of internal control system; Complied
(xvi) Ability to continue as a going concern; Complied
(xvii) Significant deviations from the last year; Complied
(xviii) Key operating and financial data of at least preceding 5(five) years; Complied
(xix) Reasons for not declared dividend; Not
applicable


Title
No. status (If any)
(xx) Number of Board meetings held during the year and attendance; Complied
(xxi) Pattern of shareholding and name wise details disclosing Complied
aggregate number of shares;
(xxi) a) Parent/subsidiary/associated companies and other related parties Complied
(Name wise details);
(xxi) b) Directors, CEO, CS, CFO, HIA and their spouses and minor children Complied
(xxi) c) Executives (Name wise details); Complied
(xxi) d) Shareholders holding ten percent (10%) or more voting interest Complied
(xxii) Directors appointment/re-appointment; Complied
(xxii) a) A brief resume of the director; Complied
(xxii) b) Expertise in specific functional areas; Complied
(xxii) c) Holding the directorship and the membership of committees of Complied

the board other than this company;
2 Chief Financial Officer (CFO), Head of Internal Audit (HIA) and
Company Secretary (CS)
1 The company shall appoint a Chief Financial Officer (CFO), a Complied
Head of Internal Audit (Internal Control and Compliance) and a
Company Secretary (CS). The Board of Directors should clearly
define respective roles, responsibilities and duties of CFO, The
Head of Internal Audit and the CS;
2 The Chief Financial Officer (CFO) and the Company Secretary Complied
(CS) of the Company shall attend the meetings of the Board of
Directors;
3 Audit Committee
(i) The company shall have an Audit Committee as a sub- committee Complied
of the Board of Directors;
(ii) Assistance of the Audit Committee to Board of Directors; Complied
(iii) The Audit Committee shall be responsible to the Board of Complied
Directors. The duties of the Audit Committee shall be clearly set
forth in writing.;
3.1 Constitution of the Audit Committee
(i) Compositions (At least three members should be in Audit Complied
Committee);
(ii) Appointment of Members of the Audit Committee (Members Complied
should be appointed by the Board with at least one Independent
Director);
(iii) Qualification of Members of the Audit Committee (Members Complied
should be financially literate and at least one (01) member shall
have accounting or related financial management experience);
(iv) Casual vacancy in Audit Committee shall be filled by the Board; Complied
(v) The Company Secretary shall act as the Secretary of the committee; Complied


Title
No. status (If any)
(vi) The quorum of the Audit Committee (AC) meeting shall not Complied
constitute without at least 1 (one) Independent Director;
3.2 Chairman of the Audit Committee
(i) The Board of Directors shall select 1 (one) member of the Audit Complied
Committee to be Chairmen of the Audit Committee, who shall be
an Independent Director;
(ii) Chairman of the Audit Committee shall remain present in the Complied
Annual General Meeting (AGM);
3.3 Role of Audit Committee
(i) Oversee the financial reporting process; Complied

(ii) Monitor choice of accounting policies and principles; Complied
(iii) Monitor internal control risk management process; Complied
(iv) Oversee hiring and performance of external auditors; Complied
(v) Review the annual financial statements before submission to the Complied
board for approval;
(vi) Review the quarterly and half yearly financial statements before Complied
submission to the board for approval;
(vii) Review the adequacy of internal audit function; Complied
(viii) Review statement of significant related party transactions; Complied
(ix) Review management letters/letter of internal control weakness Complied
issued by statutory auditors;
(x) Disclosure about the uses/ applications of funds raised by IPO/ Complied
RPO/ Right Issue;
3.4.1 Reporting of the Audit Committee
(i) The Audit Committee shall report on its activities to the Board of Complied
Directors;
(ii) a) Report on conflicts of interest to the Board of Directors; Not
applicable
((ii) b) Will report any suspected or presumed fraud or irregularities or Complied
material defect in the internal control system to the Board;
((ii) c) Will report any suspected infringement of laws, including Not
securities related laws, rules and regulations to the Board; applicable
((ii) d) Will report any other matters which shall be disclosed to the Board Not
of Directors immediately; applicable
3.4.2 Reporting to the Authorities (BSEC) Not
If any materials impact on the financial condition & results of operation, applicable
unreasonably ignored by the management;
3.5 Reporting to the Shareholders and General Investors Complied
Report on activities carried out by the Audit Committee, including any
report made to the Board of Directors under condition 3.4.1 (ii) above
during the year, shall be signed by the Chairman of the Audit Committee
and disclosed in the annual report of the issuer company;


Title
No. status (If any)
4. Engagement of external/ statutory auditors
(i) Non-engagement of appraisal or valuation services or fairness Complied
opinions;
(ii) Non-engagement in designing financial information systems and Complied
implementation;
(iii) Non-engagement in Book-keeping; Complied
(iv) Non-engagement in Broker-dealer services; Complied
(v) Non-engagement in Actuarial services; Complied
(vi) Non-engagement in Internal audit services; Complied
(vii) Non-engagement in services that the Audit Committee Complied
determines;
(viii) No partner or employees of the external audit firms shall possess Complied
any share of the company they audit at least during the tenure of
their audit assignment of that company;

5. Subsidiary Company
(i) Composition of the Board of Directors; Not
applicable
(ii) At least 1 (one) Independent Director to the subsidiary company; Not
applicable
(iii) Submission of minutes to the holding company ; Not
applicable
(iv) Review of minutes by the holding company ; Not
applicable
(v) Review of financial statements by holding company; Not
applicable
6. Certification of Chief Executive Officer (CEO) and Chief Financial Officer (CFO) to the Board
(i) a) Financial statements do not contain any materially untrue Complied
statement or omit any material fact or contain statements that
might be misleading;
(i) b) Financial statements together present a true and fair view of the Complied
companys affairs and are in compliance with existing accounting
standards and applicable laws;
(ii) No transactions entered into by the Company during the year Complied
which are fraudulent, illegal or violation of the Companys code
of conduct;
7. Reporting and compliance of Corporate Governance
(i) Obtain certificate about compliance of conditions of Corporate Complied
Governance Guidelines;
(ii) Directors shall state in the Directors report about the compliance Complied
with the conditions of the Corporate Governance Notification;

ARTISAN BSEC BHABAN (Level-10),

102, Kazi Nazrul Islam Avenue
Chartered Accountants
Kawran Bazar, Dhaka-1215
Tel: 028189885
Mobile # 01922 797851
CERTIFICATE OF COMPLIANCE OF CORP. GOV. GUIDELINES
Certificate of Compliance to the Shareholders of

APEX TANNERY LIMITED
On the Conditions of Corporate Governance Guidelines

We have reviewed the statement of compliance of Conditions of Corporate Governance guidelines prepared by the
Management of APEX TANNERY LIMITED to comply with the Notification No. SEC/CMRRCD/2006-158/134/Admin/44
dated 7th August 2012 of Bangladesh Securities and Exchange Commission (BSEC), where the company is listed.
The responsibility for compliance with the Conditions of Corporate Governance Guideline is that of the Board of
Directors of the company. Our responsibility is to review, to the extent where such compliance can be objectively
verified, whether the statement of compliance reflects the status of the Companys compliance with the provisions of
the conditions of Corporate Governance guidelines and report if it does not.
Based on our review, we certify that nothing has come to our attention which causes us to believe that the Statement of
Compliance does not appropriately reflect the Companys compliance, in all material respects, with the best practices
contained in the Conditions of Corporate Governance as applicable to the Company for the year ended June 30, 2013.
Md. Selim Reza FCA FCS

Partner
ARTISAN
Chartered Accountants

PATTERN OF SHAREHOLDING
As of June 30, 2013
Annexure I
(a) Parent/Subsidiary/Associated companies and other related parties (name wise details):
N/A
(b) Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of
Internal Audit and their spouses and minor childrens (name wise details):
Shares held by
SL Number of
Name Name of Spouse the Spouse/
No. Shareholding
Children
01 Directors
i Mr. Syed Manzur Elahi 3,85,550 Mrs. Niloufer Manzur -
ii Mr. Md. Rahmatullah 3,04,800 Mrs. Halima Rahmatullah 1,43,500
iii Mr. Syed Nasim Manzur 3,24,100 Mrs. Samia Huq -
iv Mr. Md. Hedayetullah 3,04,950 Mrs. Afia Hedayetullah -
v Mr. Md. Fayekuzzaman (MD of ICB) 64,34,550 Mrs. Munira Begum -
vi Mr. Prof. Mohammed Farashuddin - Mrs. Suraiya Farashuddin -
Ph.D.-Independent Director
PATTERN OF SHAREHOLDING
02 Chief Executive Officer
Mr. Md. Rahmatullah 3,04,800 Mrs. Halima Rahmatullah 1,43,500
03 Head of Internal Audit and Director
Mr. Md. Hedayetullah 3,04,950 Mrs. Afia Hedayetullah -
04 Chief Financial Officer
Mr. Anup Kumar Mukherjee - Mrs. Swapna Mukherjee -
05 Company Secretary
Mr. Jagadish Kumar Bhanja - Mrs. Nanda Bhanja -
(c) Executives (Top five salaried employees of the company, other than the Directors, Chief
Executive Officer, Company Secretary, Chief Financial Officer and Head of Internal Audit):
Name Designation Shares held

Mr. M. A. Majed Executive Director 4,200
Mr. Ansarul Islam Executive Director --
Mr. Syed Abdul Matin General Manager (Finance) 50
Mr. Md. Sayeed Hossain General Manager (Commercial) --
Mr. Md. Nazrul Islam Khan General Manager (Production) --

AUDIT COMMITTEE REPORT



AUDITORS REPORT
To the Shareholders of Apex Tannery Limited
We have audited the accompanying Statement of Financial Position of the Apex Tannery Limited as at June 30,
2013 and statement of Comprehensive Income and Statement of Cash Flow, Changes in Equity and Notes to
the Financial Statements for the year then ended.
Respective Responsibilities of Management and Auditors

The Companys management is responsible for preparing the financial statements, which give true and fair view,
in accordance with the Bangladesh Accounting Standards (BAS). Our responsibility is to express an independent
opinion on the financial statements, presented to us, based on Bangladesh Standards on Auditing (BSA).
Scope
We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statements presentation.
We believe that our audit provides a reasonable basis for our opinion.
Opinion
In our opinion, the financial statements prepared in accordance with Bangladesh Financial Reporting Standards
(BFRS) and Bangladesh Accounting Standards (BAS), give a true and fair view of the sate of the Companys
affairs as at June 30, 2013 and of the results of its operations and its cash flows for the year then ended and
comply with the applicable sections of the Companies Act 1994, the Securities and Exchange Rules 1987 and
other applicable laws and regulations.
AUDITORS REPORT
We also report that
a) We have obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit and made due verification thereof.
b) In our opinion, proper books of account as required by law have been kept by the company so far as it
appeared from our examination of those books.
c) The companys Statement of Financial Position and statement of Comprehensive Income dealt with by
the report are in agreement with the books of account; and
d) The expenditure incurred was for the purposes of the companys business.
Place : Dhaka Malek Siddiqui Wali

Date : August 07, 2013 (Chartered Accountants)
(Md. Waliullah, FCA)


Statement of Financial Position as of June 30, 2013
Taka in thousand
As of As of
Notes June 30, 2013 June 30, 2012
Assets
Non current assets
Property, plant and equipment 4 280,531 241,175
Investments 5 40,078 39,014
Deferred tax assets 6 3,182 2,957
STATEMENT OF FINACCIAL POSITION
323,791 283,146
Current assets
Inventories 7 401,762 790,040
Trade and other receivables 8 184,763 177,758
Advances, deposits and prepayments 9 171,037 127,829
Cash & cash equivalents 10 354,794 217,802
1,112,356 1,313,429
Total Assets 1,436,147 1,596,575
Equity and Liabilities

Shareholders equity
Share capital 11 152,400 152,400
Share premium 425,333 425,333
Dividend equalization fund 44,888 44,888
Retained earnings 402,180 355,363
Fair valuation surplus of investment 12 32,522 34,600
1,057,323 1,012,584
Non current liabilities
Retirement benefit obligations 13 67,350 58,142
Current liabilities
Short-term loan 14 214,530 -
Working capital loan 15 397 433,029
Trade payables 16 18,367 14,488
Other payables 17 19,599 18,394
Provision for income-tax 18 58,581 59,938
311,474 525,849
Total Equity and Liabilities 1,436,147 1,596,575
The annexed notes form an integral part of these financial statements.

For and on behalf of the Board of Directors
Md. Rahmatullah Md. Fayekuzzaman Jagadish Kumar Bhanja

Managing Director Director Company Secretary
Signed in terms of our annexed report of even date.
Dated: Dhaka Malek Siddiqui Wali

August 07, 2013 Chartered Accountants


Statement of Comprehensive Income for the year ended June 30, 2013
Taka in thousand
Notes June 30, 2013 June 30, 2012
Sales 20 3,248,799 3,067,208

Cost of sales
Cost of goods sold 21 (2,929,880) (2,733,678)
Freight & forwarding 22 (65,610) (62,373)
(2,995,490) (2,796,051)
Gross profit 253,309 271,157
Operating expenses
Administrative expenses 23 (34,808) (32,918)
Marketing expenses 24 (105,359) (76,118)
Directors remuneration (6,840) (6,840)
Legal & audit fees 25 (492) (420)
Depreciation 4A (5,771) (6,044)
(153,270) (122,340)
Operating profit 100,039 148,817
STATEMENT OF COMPREHENSIVE INCOME

Bank interest expenses & charges 26 (29,954) (53,433)
Non operating income
Other income 27 62,262 43,193
Profit for the year 132,347 138,577
Contribution to workers profit participation fund (6,300) (6,596)
Profit before income tax 126,047 131,981

Income tax
Current tax expenses 28 (26,115) (25,734)
Deferred tax income 29 225 1,429
(25,890) (24,305)
Net profit after tax 100,157 107,676
Other Comprehensive Income
Fair valuation surplus of investments (unrealized) (2,078) 34,600
Total Comprehensive Income 98,079 142,276
Earnings per share with fair valuation surplus 30 6.44 9.34
Earnings per share without fair valuation surplus 30 6.57 7.07





Statement of Cash flow for the year ended june 30, 2013
Taka in thousand
June 30, 2013 June 30, 2012
A. Cash flow from operating activities 474,221 142,444

Collections from turnover / bills receivable and other income 3,301,658 3,126,879
Payments for purchase of leather, chemicals, spare-parts, payments
of creditors and other expenses (2,753,756) (2,902,752)
STATEMENT OF CASH FLOW
Interest paid (29,954) (53,433)

Payments to workers profit participation fund (6,546) (6,386)
Income tax paid (37,181) (21,864)
B. Cash flow from investing activities (68,184) (60,192)

Acquisition of property, plant and equipment (62,107) (56,962)
Purchase of Investment - 2,847
Advance payment for land at Savar (6,077) (6,077)
C. Cash flow from financing activities (269,045) (192,209)

Loans received / (paid) (218,102) (147,576)
Dividend received / (paid) (50,943) (44,633)
Increase / (decrease) in cash and cash equivalents (A+B+C) 136,992 (109,957)

Opening cash and cash equivalents 217,802 327,759
Closing cash and cash equivalents 354,794 217,802





Statement of Changes in Equity
For the year ended June 30, 2013
Taka in thousand
Dividend
Share Share Retained Fair Valuation
Particulars Equalization Total
Capital Premium Earnings Surplus
Fund
As at June 30, 2012 152,400 425,333 44,888 355,363 34,600 1,012,584
Net profit 100,157 - 100,157
Cash dividend for 2011-2012 (53,340) - (53,340)
Fair valuation surplus (2,078) (2,078)
As at June 30, 2013 152,400 425,333 44,888 402,180 32,522 1,057,323
For the year ended June 30, 2012
STATEMENT OF CHANGES IN EQUITY

Taka in thousand
Dividend
Share Share Retained Fair Valuation
Particulars Equalization Total
Capital Premium Earnings Surplus
Fund
As at June 30, 2011 152,400 425,333 44,888 293,407 - 916,028
Net profit 107,676 - 107,676
Cash dividend for 2010-2011 (45,720) - (45,720)
Fair valuation surplus 34,600 34,600
As at June 30, 2012 152,400 425,333 44,888 355,363 34,600 1,012,584





Notes to the Financial Statements for the year ended June 30, 2013
1. Reporting entity
a) Company profile
Apex Tannery is the largest tannery in Bangladesh and one of the largest in South Asia. It is a 100%
export oriented company. The company is using state of the art machineries from Italy, France and
Germany. Apex Tannery Limited was incorporated as a private limited company on 26th day of July
1976 under Companies Act 1913 and was converted into a public limited company in 1986. The shares
of the Company are publicly traded at Dhaka Stock Exchange Limited and Chittagong Stock Exchange
NOTES TO THE FINANCIAL STATEMENTS
Limited. The address of the registered office is 127 Hazaribagh T/A, Dhaka-1209.
b) Nature of business
The principal activities of Apex Tannery are to produce high quality leather, by using Italian chemicals,
technology, complying with world fashion standards and specifications. Its annual capacity is about
26 million Sft. of finished goat and cow leather. Apex exports to Europe, China, South America and all
major leather market of the world. It has two manufacturing facilities; Unit I situated at Hazaribagh and
Unit II situated at Shafipur, Gazipur both engaged in processing and finishing cow and goat leather for
100% export. Unit II has been leased out to Apex Adelchi Footwear Ltd. for 10 years from 01. 10. 2011.
2. Basis of preparation of financial statements

a) Statement of compliance
The financial statements have been prepared in accordance with Bangladesh Accounting Standards
(BAS), Bangladesh Financial Reporting Standards (BFRS), Companies Act 1994 and other applicable
laws and regulations.
b) Basis of measurement
The financial statements have been prepared on historical cost basis.
c) Date of authorization
The board of directors has authorized these financial statements on August 05, 2013
d) Functional and presentation currency
These financial statements are presented in Bangladesh Taka which is the companys functional
currency. All financial information presented in Taka have been rounded off to the nearest Taka.
e) Use of estimates and judgments
The preparation of financial statements requires management to make judgments, estimates and
assumptions that affect the application of accounting policies and reported amounts of assets,
liabilities, income and expenses. Estimates and underlying assumptions are reviewed on an on going
basis. Revisions of accounting estimates are recognized in the period in which the estimates are revised
or any future periods affected.
In particular, information about significant areas of estimates and judgments in applying accounting
policies that have the most significant effect on the amount recognized in the financial statements are
described in the following notes:
Note 7 Inventory valuation
Note 6 Deferred tax assets
Note 18 Provision for tax
f) Reporting period
The reporting period of the company covers one year from July 1 to June 30.

3. Significant accounting policies

The accounting policies set out below have been applied consistently to all period presented in these
financial statements.
a. Property, plant & equipment
I. Recognition and measurement: Property, plant & equipment (PPE) are initially measured
at cost. After initial recognition an item of PPE carried at cost less accumulated depreciation in
accordance with BAS 16 Property plant & equipment. Cost of PPE represents cost of purchase price,
import duties and non refundable purchase taxes after deducting trade discounts and rebates and
any cost directly attributable to bringing the assets to the location and condition necessary for it to be
capable of operating in the manner intended by management.
II. Subsequent cost: The costs of the day-to-day servicing of PPE are recognized in the
Statement of Comprehensive Income. The costs of replacing of PPE are recognized in the carrying
amount of the item if it is probable that the future economic benefits embodied within the part will
flow to the Company and its cost can be measured reliably.
III. Depreciation: The Company uses reducing balance method to depreciate property, plant
& equipment. No depreciation is charged on Land and Land development. Full year depreciation is
charged when the PPE is placed in service regardless of which month the PPE is placed in service. In
case of disposals, no depreciation is charged during the year of its disposal. The annual depreciation
rates applicable to the principal categories are:
Building 10%
Plant & machinery 15%
Furniture & fittings 10%

Vehicles 20%
Depreciation has been charged to cost of goods sold & administrative expenses consistently.
b. Inventories
Inventories comprise of raw materials, work-in-progress and finished goods, chemicals and spare-
parts. They are stated at a lower of cost and net realizable value, in accordance with BAS 2 Inventories.
The cost of inventories is measured by using the weighted average cost formula. The cost of inventories
represents all costs of purchase, costs of conversion and other costs incurred in bringing the inventories
to their present location and condition. Net realizable value is the estimated selling price in the ordinary
course of business less the estimated cost of completion and selling expenses.
c. Trade and other receivables
These are carried at original invoice value considered good and collectible.
d. Cash and cash equivalents
Cash and cash equivalents comprises cash in hand, cash at Bank and FDR which is readily convertible
to a known amount of cash and be subject to an insignificant risk of changes in value.
e. Trade and other payables
These are recognized for amounts to be paid in the future for goods and services.
f. Income Taxes
I) Current Income Tax
The corporate tax rate for publicly listed companies is 27.50%. However companies deriving income
from export are entitled to exemption of 50% tax on such income. Since the company is 100% export-
oriented, 50% of trading income will not be subject to tax under paragraph 28 of Part A of the Sixth
Schedule of the IT Ordinance, 1984. The provision made has been calculated on the above basis, which
is adequate.
II) Deferred Income Tax
Deferred tax is recognized on differences between the carrying amounts of assets and liabilities for
financial reporting purpose and the corresponding tax bases used for taxation purpose. Deferred tax
liabilities are generally recognized for all taxable temporary differences, and deferred tax assets are
generally recognized for all deductible temporary differences to the extent that it is probable that taxable
profit will be available against which those deductible temporary differences can be utilized.

g. Employee Benefits
The Company maintains both defined contribution plan (provident fund) and defined benefit plan
(gratuity) for its eligible permanent employees.
I) Defined contribution plan (Provident fund)
The Company operates a contributory Provident fund for its eligible permanent employees. The fund is
approved by the National Board of Revenue (NBR). The fund is administered by a Board of Trustee and
is funded by contribution partly from the employee and partly from the Company at predetermined
rates. The contribution is invested separately from the Companys assets.
II) Defined benefit plan (Gratuity)

The Company maintains an unrecognized gratuity fund for its permanent employees, under which an
employee is entitled to the benefits depending on the length of services and last drawn basic salary.

h. Statement of Cash Flow
Cash flow from operating activities have been presented under direct method.
i.
Transaction with related parties
The company has carried on transactions with Apex Adelchi Footwear Limited, Pioneer Insurance
Company Limited and Mutual Trust Bank Limited in the normal course of business.
j. Comparative information
Figures of the year 2011-2012 have been rearranged whenever considered necessary to ensure
comparability with the current period.
k. Foreign currency transaction
Transactions in foreign currencies are converted into Bangladesh Taka at the exchange rate prevailing
on the date of transaction in accordance with provisions of BAS 21 The effects of changes in foreign
currency rates.
l. Revenue recognition
The Company recognizes revenue when risk and rewards associated with ownership has been
transferred to the buyer, which satisfied all the conditions for the revenue recognition as provided in
BAS 18 Revenue Recognition.
m. Earnings per share (EPS)
The Company calculates Earnings per share (EPS) in accordance with BAS 33 Earnings per share which
has been shown on the face of Statement of Comprehensive Income.
n. Components of the Financial Statements
According to the Bangladesh Accounting Standard (BAS) 1 presentation of Financial Statements, the
complete set of Financial Statements includes the following components:
i. Statement of Financial Position (Balance Sheet) as at June 30, 2013.
ii. Statement of Comprehensive Income (Profit and loss Account) for the year ended June 30, 2013.
iii. Statement of Cash Flow for the year ended June 30, 2013.
iv. Statement of Changes in Equity for the year ended June 30, 2013.
v. Accounting policies and explanatory notes.
o. Subsequent Disclosure of events occurring after the Reporting date
There is no adjusting event at the Reporting date of such importance non-disclosure of which would
affect the availability to the user of the financial statement to make proper evaluation and decision.
p. Impairment
The carrying amount of assets other than inventories and deferred tax assets are reviewed at each balance
sheet date to determine whether there is any indication of impairment. If any such indication exists, the
recoverable amount is estimated. An impairment loss is recognized in the Statement of Comprehensive
Income when the carrying amount of the asset exceeds its recoverable amount.

4. PROPERTY, PLANT & EQUIPMENT
Particulars Land Building Plant & Furniture Vehicles Total This Total
Machinery & Fittings Year Previous Year
COST
Unit I 134,847,790 40,643,128 316,042,161 25,313,724 79,937,628 596,784,431 534,677,629
Unit II 12,769,246 121,196,341 113,940,412 883,041 486,500 249,275,540 249,275,540
147,617,036 161,839,469 429,982,573 26,196,765 80,424,128 846,059,971 783,953,169
DEPRECIATION
Unit I 0 36,494,511 247,314,485 20,297,407 59,081,487 363,187,889 344,827,114
Unit II 0 96,301,608 104,852,692 704,955 482,278 202,341,533 197,950,893
0 132,796,119 352,167,177 21,002,362 59,563,765 565,529,422 542,778,007
Written Down Value 147,617,036 29,043,350 77,815,396 5,194,403 20,860,363 280,530,549 241,175,161
A) Schedule of property, plant & equipment- Unit I as at June 30, 2013

Sl Particulars Land Building Plant & Furniture Vehicles Total This Total
No. Machinery & Fittings Year Previous Year
COST
1 As at 01.07.12 79,023,974 40,643,128 314,329,867 24,956,290 75,724,370 534,677,629 477,715,255

2 Addition this year 55,823,816 0.00 1,712,294 357,434 4,213,258 62,106,802 56,962,374
3 As at 30.6.13 (1+2) 134,847,790 40,643,128 316,042,161 25,313,724 79,937,628 596,784,431 534,677,629
4 Written down value
as at 30.06.12 79,023,974 4,609,575 79,143,796 5,216,252 21,856,918 189,850,514 153,410,679
DEPRECIATION
5 Charged on (2+4) 134,847,790 4,609,575 80,856,090 5,573,686 26,070,176 251,957,316 210,373,054
6
Rate (%) 0 10 15 10 20
7 During the year 0 460,958 12,128,414 557,369 5,214,035 18,360,775 20,522,540

8 As at 30.06.12 0 36,033,553 235,186,071 19,740,038 53,867,452 344,827,114 324,304,576
9 As at 30.06.13 (7+8) 0 36,494,511 247,314,485 20,297,407 59,081,487 363,187,889 344,827,114
as at 30.06.13 134,847,790 4,148,617 68,727,676 5,016,317 20,856,142 233,596,542 189,850,514
Charged to
Cost of Production 12,589,371
Profit & Loss Account 5,771,404
18,360,775
Addition of land represents purchase of 115 decimal land at Kandi Boilarpur, Savar, Dhaka.
Addition of plant & machinery represents purchase of drum and measuring machine.
Vehicle purchased for management.
Addition of furniture & fittings represent purchase of computer, printer and ancillaries.
There are no intangible assets.
Depreciation has been charged on reducing balance method.
There is no contract for capital expenditure to be executed and not provided for in the financial
statements.

B) Schedule of property, plant & equipment -Unit II as at June 30, 2013
Sl Particulars Land Building Plant & Furniture Vehicles Total This Total
No. Machinery & Fittings Year Previous Year
COST
1 As at 01.07.12 12,769,246 121,196,341 113,940,412 883,041 486,500 249,275,540 249,275,540
2 Addition this year 00 00 00 00 00 00 00
3 As at 30.6.13(1+2) 12,769,246 121,196,341 113,940,412 883,041 486,500 249,275,540 249,275,540

as at 30.06.12 12,769,246 27,660,815 10,691,435 197,873 5,278 51,324,647 56,308,100
DEPRECIATION
5 Charged on (2+4) 12,769,246 27,660,815 10,691,435 197,873 5,278 51,324,647 56,308,100
6
Rate (%) 0 10 15 10 20
7 During the year 0 2,766,082 1,603,715 19,787 1,056 4,390,640 4,983,453
8 As at 30.06.12 0 93,535,526 103,248,977 685,168 481,222 197,950,893 192,967,440
9 As at 30.06.13 (7+8) 0 96,301,608 104,852,692 704,955 482,278 202,341,533 197,950,893
as at 30.06.13 12,769,246 24,894,733 9,087,720 178,086 4,222 46,934,007 51,324,647
Depreciation of Unit II Taka 4,390,640 charged against rental income
As of As of
June 30, 2013 June 30, 2012
Taka Taka
5. INVESTMENTS
Apex Adelchi Footwear Limited (136,700 shares @ 251.40) 34,366,380 36,444,220
Central Depository Bangladesh Limited (571,181 shares @ 10.00) 5,711,810 2,569,450
40,078,190 39,013,670
Investment in shares of Apex Adelchi Footwear Limited has been recorded at fair value as per BAS-39.
The quoted price was Taka 251.40 per Taka 10 each share as at June 30, 2013 and companys cost price
for 136,700 shares was Taka 13.49 per Taka 10 each share.
6. DEFERRED TAX LIABILITIES / (ASSETS) (3,181,848) (2,957,373)

Deferred tax assets (9,260,579) (7,994,607)
Deferred tax liabilities 6,078,731 5,037,234
6.01 Deferred tax assets

Provision for gratuity (9,260,579) (7,994,607)
6.02 Deferred tax liabilities

Property, plant & equipment 6,078,731 5,037,234

7. INVENTORIES
Total Taka Total Taka
as of as of
Sft. June 30, 2013 June 30, 2012
Goatskins
Raw 170,921 10,084,368 11,569,348

Wetblue 387,686 25,587,284 20,638,800
Work in Process 100,065 7,004,582 7,790,644
Crust/Finished 393,714 31,103,374 50,212,784
Cowhides
Raw 376,039 33,467,431 103,006,907
Wetblue 813,119 80,571,997 168,438,158
Work in Process 139,081 14,464,470 50,649,504
Crust/Finished 651,683 81,460,434 191,712,073
Chemicals 106,324,950 166,547,776
Spare-parts 11,693,559 19,474,409
401,762,449 790,040,403
Inventories are valued at lower of cost price and net realizable value.

Inventories at the end of the year are equivalent to 50 days consumption based on current years cost of
goods sold.
A team, consisting of Auditors and Management staff, carried out physical verification of the inventories
as of June 30, 2013.
Inventories were hypothecated to Agrani Bank, Amin Court branch as security of working capital loan.
8. TRADE AND OTHER RECEIVABLES
Export bills receivable 176,137,516 172,368,736

Rental income receivable 5,000,000 2,500,000
Interest on FDR 3,625,835 2,889,275
184,763,351 177,758,011
Most of the above bills receivable remained from the sales of June 2013 and were considered good.
Rental income receivable from Apex Adelchi Footwear Limited.
9. ADVANCES, DEPOSITS & PREPAYMENTS
L/C accounts (Goods in transit) 14,221,506 15,008,806

Advance income-tax 77,155,982 67,445,963
Advance rent 1,541,833 1,022,200
Advance for land 41,033,975 34,957,025
Advance to staff and workers 1,657,500 1,742,000
Advance to suppliers 28,292,890 520,000
Bank guarantee margin 731,764 731,764
Security deposit 6,401,200 6,401,200
171,036,650 127,828,958

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

as of as of
June 30, 2013 June 30, 2012
Cash in hand
Head Office 8,013,017 8,050,467
Factory 249,036 285,188
Cash at Banks
Agrani Bank 48,904,443 9,111,579
Rupali Bank 2,416 4,061
Mercantile Bank 4,637,318 3,213,344
Mutual Trust Bank Ltd. 140,186 104,192
State Bank of India 3,869,163 7,173,603
FDR 288,977,872 189,859,394
354,793,451 217,801,828
Cash balances were physically verified and bank balances were reconciled.
11. SHARE CAPITAL

Authorized Capital 500,000,000 500,000,000
Issued, subscribed & fully paid-up capital 152,400,000 152,400,000
Distribution schedule showing the number of shareholders and their share holdings in percentage has
been disclosed below:
Number
Of share Range of Holdings Total
Holders Holdings %
8,968 Less than & equal 5,000 shares 6,204,850 40.71
40 5,001 shares to 50,000 shares 215,000 1.41
4 50,001 shares to 100,000 shares 320,040 2.10
2 100,001 shares to 200,000 shares 277,370 1.82
1 200,001 shares to 300,000 shares 243,075 1.60
4 300,001 shares to 400,000 shares 1,319,785 8.66
0 400,001 shares to 500,000 shares - -
1 500,001 shares to 1000,000 shares 518,160 3.40
2 over 1000,000 share 6,141,720 40.30
9022 15,240,000 100.00


as of as of
June 30, 2013 June 30, 2012
12. FAIR VALUATION SURPLUS OF INVESTMENTS
Investment in Apex Adelchi Footwear Limited:
Fair valuation surplus as of 30-06-2012 34,600,137

Fair value of 136,700 shares @ 251.40 as of 30-6-2013 34,366,380
Fair value of 136,700 shares @ 266.60 as of 30-6-2012 (36,444,220) (2,077,840)
Fair valuation surplus as of 30-06-2013 32,522,297
13. RETIREMENT BENEFIT OBLIGATIONS

Opening balance 58,142,696 45,570,244
Provision for the year 10,779,347 15,319,659
Payments during the year (1,572,280) (2,747,207)
Closing balance 67,349,763 58,142,696
14. SHORT-TERM LOAN 214,529,733 -
Short-term loan taken from Agrani Bank Ltd., Amin Court Branch, Motijheel C/A, Dhaka-1000 as
KORBANI ADVANCE for procurement of raw hides and skins after Korbani. This loan was sanctioned by
Agrani Bank against existing fixed assets and inventory as securities.

15. WORKING CAPITAL LOAN
Agrani Bank 397,118 433,028,527
The company has taken cash-credit (hypothecation) facilities from Agrani Bank, Amin Court Branch,
Motijheel C/A, Dhaka-1000 against existing fixed assets and inventories as securities. Apart from the
above, the Company has no other short term credit facilities.
16. TRADE PAYABLES

Hides & Skins 18,367,025 14,488,381
This represents the amount payable for raw skins & hides, which is adjusted on recoverable basis.
17. OTHER PAYABLES

Contribution to WPP & WF 6,418,544 6,664,655
Liabilities for freights, spare parts & other expenses 13,048,818 11,669,792
Audit fees 132,250 60,000
19,599,612 18,394,447
Contribution to WPP & WF duly paid.
Payment against outstanding expenses were made subsequently in due time. For other credits,
payments are generally made by due date.
There are no current liabilities due for more than 12 months.
In the opinion of the Directors, no liabilities in the Statement of Financial Position are at a value less
than the amount at which it is repayable at the date of the Statement of Financial Position.
18. PROVISION FOR INCOME TAX

Balance as per last year 59,937,803 34,204,217
Add: During the year 26,114,417 25,733,586
86,052,220 59,937,803
Adjustment of income tax for assessment year 2010-2011 (27,471,317) -
58,580,903 59,937,803


June 30, 2013 June 30, 2012
Taka Taka
19. PROPOSED DIVIDEND
60,960,000 53,340,000
The Board of Directors proposed dividend @40% for the year at the Board Meeting held on August 05, 2013.
The proposed dividend is not recognized as a liability at the Statement of Financial Position date in
accordance with Bangladesh Accounting Standard (BAS) 10 Events after the Reporting Date.
Bangladesh Accounting Standard (BAS) 1 Presentation of Financial Statements also require that the
dividend proposed after the Statement of Financial Position date but before the financial statements are
authorized for issue, be disclosed either on the face of the Statement of Financial Position as a separate
component of equity or in the notes to the financial statements.

The provision of Companies Act, 1994, requires that dividend stated to be in respect of period covered by
the financial statements and that are proposed or declared after the Statement of Financial Position date
but before approval of the financial statements should be either adjusted or disclosed.
Considering the requirements of BAS-1, BAS-10 and Companies Act 1994, proposed dividend has been
disclosed in the financial statements and not shown as liability.
20. SALES
Sft. Taka Taka
Finished Cow Leather 15,693,138 2,618,538,677 2,317,079,173
Finished Goat Leather 5,311,849 630,260,035 750,128,939
21,004,987 3,248,798,712 3,067,208,112
21. COST OF GOODS SOLD
Opening stock 2,549,129 241,924,857 260,774,139

Add: Cost of production 19,501,255 2,800,518,912 2,714,828,264
Less: Closing stock 1,045,397 112,563,808 241,924,857
Cost of goods sold 21,004,987 2,929,879,961 2,733,677,546
Cost of production
Goatskins consumed 31 402,058,324 503,754,581
Cowhides consumed 32 1,370,197,819 1,340,614,526
Chemicals 33 775,822,098 648,925,621
Spare parts 34 23,639,389 21,091,967
Packing materials 3,734,552 4,490,013
Direct labour 74,388,959 68,674,487
Depreciation 4A 12,589,371 14,478,727
Factory overhead 35 138,088,400 112,798,342
2,800,518,912 2,714,828,264
22. FREIGHT & FORWARDING 65,610,421 62,373,254
Freight and forwarding represents cost of shipment of finished leather.


June 30, 2013 June 30, 2012
Taka Taka
23. ADMINISTRATIVE EXPENSES
Salary & allowances 16,592,791 14,531,026

Gratuity 4,514,580 5,963,548
Staff welfare 2,151,404 1,888,330
Telephone, telex & fax 190,571 191,054
Repairs & maintenance 197,830 149,745
Printing & stationery 252,085 282,801
Postage 40,897 28,468
Vehicle maintenance 1,431,088 964,470
Fuel & lubricant 1,790,373 1,522,903
Electricity & water 1,293,159 884,691
Social responsibilities (CSR) 2,771,054 1,999,996
Renewal & registration 13,505 13,505
Advertisement 977,546 1,054,482
Entertainment 193,595 174,460
AGM and EGM expenses 1,628,342 2,390,243
Forms & fees 214,050 246,506

Membership subscription 301,218 320,511
Board meeting fees 253,500 311,650
34,807,588 32,918,389
Salary & allowances increased because of annual increment.

Staff welfare increased due to increase of group insurance premium.
Repairs & maintenance expenses increased because of repairs of furnitures of share department.
Vehicle maintenance increased due to old age of vehicles.
Postage expenses increased because of rate increase.
Fuel and lubricant increased due to rate increase.
Electricity & water increased due to rate increase.
Social responsibilities increased because of more activities on CSR incurred during the year.
24. MARKETING EXPENSES
Sales commission 81,224,288 60,181,143

Sales promotion 24,134,343 15,937,038
105,358,631 76,118,181
Sales commission increased due to increase of sales volume.

Details of sales commission paid to agents are given on the next page.
In order to develop the sales the Company attended more international leather fairs compared to last
year, more over stall rent and decoration charges increased, therefore more Sales promotion expenses
incurred during the year.

Sales commission:
We certify that the local & foreign agents, whose details are given below, have no connection whatsoever with
any Director.
Local/Foreign Agent Address Amount in Taka
ABC Leather House # 50/1(1st floor) Road # 11/A, Dhanmondi, Dhaka-1209. 7,320,178
Abedin Corporation House # 50/1(1 floor) Road # 11/A, Dhanmondi, Dhaka-1209.
st
5,053,182
Hajee Mazharul Haque Ltd. 79/1 Water Works Road, Posta, Dhaka-1211 58,460
Ashok Lal Lala A-15, Sector-9, Noida, India. 5,971,299
Europa International House # 61, Road # 4, Block # B, section 12 690,416
Mirpur, Dhaka- 1216

CFS Trade International 41/3-A, Moneshwar Road, Zigatola, Hazaribagh, Dhaka-1209 45,879
Exclusive Chemicals 124, Hazaribagh T/A, Dhaka Tannery Block, Dhaka-1209 284,022
Kema Trading 77, Hazaribagh, T/A, Dhaka 860,086
Schmenger Schmenger Leder GMBH & Co. Zweibrucker Strabe 29, 6,585,046
66953 Pirmasens, Garmany.
Shampan Trading corp 49 Hazaribagh, Tannery Area, Dhaka-1209. 5,315,834
Dairath Co. Ltd. Vill: Chamta, PO: Puran Dinara Hat. PS: Naria, Dist.: Shariatpur 337,745
Dowoo International Ltd. House # 394(2 floor), Road # 01, Asulia, Savar, Dhaka-1349.
nd
50,924
Fair International 86, Shere-e-Bangla Road, Dhaka-1209 168,960
PRP International 594/C, Khilgaon Police Line Khilgaon, Dhaka-1219 2,530,384
Ridge International 87/1, Moneshwar Road, Dhaka-1209. 7,438,945
Ruhuls Marketing Co. 81/A, Hazaribagh T/A(1 floor), Dhaka-1209.
st
53,243
Megumi International 66/14, West Razabazar (1 floor), Dhaka.
st
3,142,124
ML Pongchek Chakrabandhu 321, Moo 9, Chalongkrung Rd, Lampratew, Bankok 10520 389,893
Mostaque Ahmed Eastern Tulip apartment, 92 Baro Maghbazar, Dhaka-1217 509,762
Golden Craft 218 Elephant Road, Suite # 6 & 7, Level # 8, Dhaka-1205 307,328
Life Family Co. A-3, House # 8, Road # 107, Gulshan-2, Dhaka-1212 24,473
Progressive Leather Agency 298/A Tali Office Road, Rayer Bazar, Dhaka-1209 1,113,432
Universal Leather Corporation 27 Dilkusha C/A, 5th Floor, Dhaka-1000 6,791,460
Panna Zaman & Co. House # 390, Road # 29, New DOHS Mohakhali, Dhaka-1206 1,202,498
Tajin Leather Corporation 67/1 Zigatola T/A, Dhaka-1209 68,927
Parpia International Ltd. Hong Kong 71,565
Ital Bengal Leathers 124, Hazaribagh T/A, Dhaka-1209 284,753
Interkid AG Castano Primo, Itally 3,875,105
Global Union House # 25/A, Road # 96, Gulshan, Dhaka 4,309,129
Globe Leather SRL Via F, Turati 4, 56024 Poute A, Italy 557,466
Ambico Trade (Pvt.) Ltd. 124, Hazaribagh, Dhaka 1,390,052
Keywin Trading Corporation Level 6, Suit 601, Concord Tower, 123 Kazi Nazrul Islam 14,219,631
Avenue, Dhaka
Eximco International House 9/3 (4th floor), Block B, Section-6, Mirpur, Dhaka 202,087
Total 81,224,288


June 30, 2013 June 30, 2012
Taka Taka
25. LEGAL & AUDIT FEES
Legal fees (Professional fees) 360,000 360,000

Audit fees 132,250 60,000
492,250 420,000
26. BANK INTEREST EXPENSES AND CHARGES

Bank interest 29,029,316 52,753,663
Bank charges 924,793 679,359
29,954,109 53,433,022
27. OTHER INCOME
Dividend income-Cash 2,397,043 1,086,956

Dividend income-Stock 3,142,360 -
Interest on FDR 32,596,837 20,562,996
Rental income 30,000,000
Less: Depreciation (4B) 4,390,640

Rent, rates & taxes 3,72,553
Insurance premium 1,111,302 (5,874,495) 24,125,505 21,543,120
62,261,745 43,193,072
Cash dividend amounting Taka 2,397,043 included cash dividend from Apex Adelchi Footwear
Limited Tk. 6,83,500 and Tk. 1,713,543 from Central Depository Bangladesh Limited. Stock dividend
3,14,236 shares were received from CDBL. Rental income of Unit II was received / receivable from
Apex Adelchi Footwear Limited as monthly rent @ Tk. 2,500,000.
28. CURRENT TAX EXPENSES
Rate of Tax Taxable Profit Tax Tax

On export profit after 27.50% on 50% 72,991,740 10,036,364 13,937,013
adjustment of gratuity of income
On other income
Dividend on investment (Cash) 20 % 2,397,043 479,409 217,391
Rental income 27.50 % 24,125,505 6,634,514 5,924,358
Interest on FDR 27.50 % 32,596,837 8,964,130 5,654,824
132,111,125 26,114,417 25,733,586
29. DEFERRED TAX EXPENSES / (INCOME) (224,475) (1,429,051)


June 30, 2013 June 30, 2012
Taka Taka
30 EARNINGS PER SHARE
Components of earnings per share are as follows:
Earnings per share without fair valuation of investment:
Net operating income 3.54 5.01

Net other income 3.03 2.06
Earnings per share (Tk.) 6.57 7.07
Earnings per share with fair valuation of investment:

Net operating income 3.54 5.01

Net other income 3.03 2.06
Fair valuation of investment in share (0.13) 2.27
Earnings per share (Tk.) 6.44 9.34
31. GOATSKINS CONSUMED (RAW & WETBLUE)

Sft. Taka Taka
Opening stock (raw) 210,352 11,569,348 10,786,243

Add: Purchase this year 5,455,057 404,735,766 508,061,557
Less: Closing stock 170,921 10,084,368 11,569,348
5,494,488 406,220,746 507,278,452
Add: Opening stock (wetblue) 325,174 20,638,800 17,908,407
Add: Purchase this year - - -
5,431,976 401,272,262 504,548,059
Add: Opening WIP 116,539 7,790,644 6,997,166
Less: Closing WIP 100,065 7,004,582 7,790,644
5,448,450 402,058,324 503,754,581
32. COWHIDES CONSUMED (RAW & WETBLUE)

Sft. Taka Taka
Opening stock (raw) 1,211,846 103,006,907 53,285,606

Add: Purchase this year 11,806,788 1,176,607,147 1,432,676,465
12,642,595 1,246,146,623 1,382,955,164
Add: Opening stock (wetblue) 1,840,251 168,438,158 136,511,550
Add: Purchase this Year - - 376,816
13,669,727 1,334,012,784 1,351,405,372
Add: Opening WIP 522,160 50,649,504 39,858,658
Less: Closing WIP 139,081 14,464,470 50,649,504
14,052,806 1,370,197,818 1,340,614,526


June 30, 2013 June 30, 2012
Taka Taka
33. CHEMICALS CONSUMED
Opening Stock 166,547,776 207,071,708

Add: Purchase this year 715,599,272 608,401,689
Less: Closing stock 106,324,950 166,547,776
775,822,098 648,925,621
34. SPARE-PARTS CONSUMED
Opening stock 19,474,409 19,343,819

Add: Purchase this year 15,858,539 21,222,557
Less: Closing stock 11,693,559 19,474,409
23,639,389 21,091,967
35. FACTORY OVERHEAD
Salary & allowances 44,267,511 38,684,388

Gratuity 5,529,167 4,407,535

Staff welfare 3,058,260 2,798,723
Entertainment 715,079 621,282
Postage 87,071 69,358
Printing & stationery 362,833 524,799
Repair & maintenance 14,428,416 10,040,029
Insurance premium 13,023,436 8,495,599
Telephone & fax 270,461 243,046
Vehicle maintenance 2,180,395 1,908,726
Carriage inward 8,050,875 8,013,922
Power, gas & water 42,349,176 33,317,970
Consumable store 463,385 406,802
Rent, rates & taxes 3,041,908 3,048,951
Conveyance 230,927 193,512
Sundry expenses 29,500 23,700
138,088,400 112,798,342
Salary & allowances and Gratuity increased because of annual increment.

Staff welfare increased due to payment of group insurance premium.
Entertainment expenses increased due to increased cost of food.
Postage increased due to rate increase.
Repair & maintenance increased due to maintenance of building & office equipments.
Carriage inward increased due to increase of production volume.
Power, gas & water increased due to rate increase.

36. AGGREGATE AMOUNT PAID TO THE DIRECTORS

Aggregate amount paid to the Directors for their services rendered are as follows:
Per Year
Name Designation Amount (Taka) Remarks
Syed Manzur Elahi Chairman 2,400,000 Full time work
Md. Rahmatullah Managing Director 2,400,000
Md. Hedayetullah Director 2,040,000
Ansarul Islam Executive Director 2,155,800
M. Abdul Majed Executive Director 2,155,800
Syed Manzur Elahi is the Chairman of the associate companies of Apex Tannery Group but as a full time
Director, he draws remuneration from Apex Tannery Limited.
37. NUMBER OF EMPLOYEES

Number of employees and their salary and wages range are given below:
No. of Employees
Equal and above Taka 3000 per month 852
Below Taka 3000 per month -
38. PRODUCTION CAPACITY AND UTILIZATION

Particulars Sft. per year %
Installed capacity 18,500,000 71.00
Rented capacity (wetblue only) 7,500,000 29.00
Total capacity 26,000,000 100.00
Actual production 19,501,255 75.00
39. All shares have been fully called and paid up.
40. There were no preference shares issued by the company.
41. There was no bank guarantee issued by the company on behalf of their directors or the company itself
except bank loans.
42. No expense was paid as royalty and salary to Technical Experts etc. [as para-8 (KHA) of part-II] in foreign
currencies.
43. No brokerage was paid against sales during the year under audit.
44. There was no sum for which the company was contingently liable as on June 30, 2013.
45. During the year under review, 4 (Four) Board Meetings were held and Directors present were paid @
Taka 10,000.00 per head per meeting.
46. Auditors are paid statutory audit fees as approved by the shareholders in the last Annual General
Meeting.
47. The Company earned foreign currencies of US$ 41,395,294.97.
48. There was no foreign exchange remitted, as there are no foreign shareholders.
49. There is no claim against the company not acknowledged as debt except claim, which may have arisen
as insurance claim.
50. No compensation was paid to any member of the Board for special service rendered.
51. There is no expense on account of miscellaneous/general expenses. For and o


NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 37th Annual General Meeting of Apex Tannery Limited will be held on Thursday,
September 26, 2013 at 10:00 a.m. at Dhaka Ladies Club, 36 Eskaton Garden, Dhaka-1000 to transact the
following business:
1 To receive and adopt the Audited Accounts for the year ended June 30, 2013 and the Reports of the
Auditors and Directors thereon.
2 To declare dividend.
3 To elect Directors
4 To appoint Auditors for the year 2013-2014 and fix their remuneration.
NOTICE OF ANNUAL GENERAL MEETING

By Order of the Board
September 01, 2013
127 Hazaribagh T/A
Dhaka-1209
(Jagadish Kumar Bhanja ACS)

Company Secretary
Notes:
1. August 27, 2013 is the record date. Shareholders whose names will appear in the Members register of the Company or in
the Depository Register on that date will eligible to attend at the Annual General Meeting and receive dividend .
2. A member entitled to attend and vote at the Annual General Meeting may appoint a proxy in his stead. The proxy form,
duly stamped must be deposited at the Corporate Office of the Company not later than 48 (forty eight) hours before the
time fixed for the meeting. Annual report and proxy form can be available on the website www.apextannery.com.
3. Admission to the hall will be only on production of the attendance slip sent with the notice.

OUR VISION, MISSION, VALUES AND OBJECTIVES
54
Annual Report 2013

Registered and Corporate Office : 127 Hazaribagh T/A, Dhaka-1209, Bangladesh
PROXY FORM
I/We
of
being Member of Apex Tannery Limited, hereby appoint
of
as my /our proxy to attend and vote for me/us and on my/our behalf at the 37th Annual General Meeting of
the Company to be held on Thursday, September 26, 2013 at 10:00 a.m. and/or at any adjournment thereof.
As witness my hand this day of 2013.
Affix
Signature of Proxy Revenue
Stamp

Signature of the Member
No. of shares held
Register Folio/BO ID No.
Note : A Member entitled to attend and vote at the General Meeting may appoint a proxy to attend and vote on his
behalf. The proxy form duly completed must be deposited at the registered office of the Company not later than 48
hours before the time fixed for the meeting.

Registered and Corporate Office : 127 Hazaribagh T/A, Dhaka-1209, Bangladesh
ATTENDANCE SLIP
I hereby record my attendance at the 37th Annual General Meeting being held on Thursday, September 26, 2013
at 10:00 a.m. at Dhaka Ladies Club, 36 Eskaton Garden, Dhaka-1000.
Name of member/proxy
Register Folio/BO ID No.
Signature
Note : Shareholders attending meeting in person or proxy are requested to complete the attendance slip and hand it
over at the entrance of the meeting hall.

Ar 2013 PDF

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Ar 2013 PDF

Uploaded by

Copyright:

Available Formats

Apex Tannery Limited

Apex Tannery Limited

Our Vision, Mission, Values and Objectives 04

4 Annual Report 2013

Annual Report 2013 5

6 Annual Report 2013

Annual Report 2013 7

REPORT OF THE DIRECTORS

This Year Previous Year %

Sales (Taka in 000) 3,248,799 3,067,208 05.92

Raw Cowhides purchase price (Taka/sft) 99.66 98.98 0.70

Raw Goatskins purchase price ( ) 74.19 78.75 (5.79)

Cow leather selling price ( ) 166.85 166.87 (0.01)

Goat leather selling price ( ) 118.65 122.23 (2.93)

Chemical cost ( ) 39.78 32.63 21.91

Gross profit (Taka in 000) 253,309 271,157 (6.58)

Operating expenses ( ) 153,270 122,340 25.28

Year Ended Year Ended

Net profit after tax 100,157 107,676

8 Annual Report 2013

eZgvb eQii c~eeZx eQii

Pvgov wki fwelZ

eemvwqK SzuwK Ges weeP welq

Annual Report 2013 9

This Year Previous Year

INDUSTRY OUTLOOK AND POSSIBLE FUTURE DEVELOPMENTS

RISKS AND CONCERNS

10 Annual Report 2013

Annual Report 2013 11

12 Annual Report 2013

Annual Report 2013 13

14 Annual Report 2013

Sales 3,248,799 3,067,208 2,515,867 1,723,639 1,625,358

Annual Report 2013 15

FINANCIAL HIGHLIGHTS (GRAPHICAL PRESENTATION)

179 66.4 69.38

16 Annual Report 2013

STATEMENT OF VALUE ADDITION

Year Ended Year Ended

Distribution of value addition

STATEMENT OF VALUE ADDITION

To Banks 10% To Banks 16%

Annual Report 2013 17

REPORT ON CORPORATE SOCIAL RESPONSIBILITIES

20 Annual Report 2013

REPORT ON CORPORATE GOVERNANCE

Annual Report 2013 21

22 Annual Report 2013

CORPORATE GOVERNANCE COMPLIANCE REPORT

Condition Compliance Remarks

CORPORATE GOVERNANCE COMPLIANCE REPORT

Annual Report 2013 23

Condition Compliance Remarks

prior approval of the Commission; applicable

24 Annual Report 2013

Condition Compliance Remarks

CORPORATE GOVERNANCE COMPLIANCE REPORT

Annual Report 2013 25

Condition Compliance Remarks

(i) Oversee the financial reporting process; Complied

26 Annual Report 2013

Condition Compliance Remarks

CORPORATE GOVERNANCE COMPLIANCE REPORT