standard ceramic industries ltd. · brief resume of above directors: (1) mr. nasiruddin ahmed-...

STANDARD CERAMIC INDUSTRIES LTD.

ANNUAL REPORT 2011-2012

CONTENTS

Page # 1. Corporate Directory. 3

2. Notice of Annual General Meeting. 4

3. Five years Financial Statistics. 5

4. Sales Distribution. 6

5. Directors' Report. 7-11

6. Certificate on corporate Governance Guidelines 12

7. Corporate Governance Compliance Report. 13-14

8. cwiPvjK cl©‡`i cÖwZ‡e`b (evsjvq) 15-17

9. Auditors' Report. 18

10. Balance Sheet. 19

11. Profit & Loss Account. 20

12. Cash Flow Statement. 21

13. Statement of Changes in Equity. 22

14. Notes to the Financial Statements. 23-33 & 35

15. Ratio Analysis. 34

16. Proxy Form & Attendance Slip. 37

Founder Chairman and Managing Director Late Al-Hajj Ansar Uddin Ahmed

1922-2005

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STANDARD CERAMIC INDUSTRIES LTD. 62-63 Motijheel C/A, Dhaka.

Corporate Directory

BOARD OF DIRECTORS

Mr. Helal Uddin Ahmed Managing Director

Mr. A.K.M. Jahangir Khan Director

Mr. Lutfur Rahman Director

Mr. Nasir Uddin Ahmed Director

Mr. Enamul Maqsud Director

Mr. A.K.M Alamgir Khan Director

Mr. A.Z.M Nazrul Haque Independent Director

Auditors : M/s. HUDA HOSSAIN & Co. Chartered Accountants 230, New Elephant Road, Dhaka-1000. Company Secretary : Jamal Uddin Bhuiyan.

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STANDARD CERAMIC INDUSTRIES LTD. Head Office: Amin Court (3rd Floor) Registered Office: 62-63 Motijheel C/A, Dhaka- 1000. 372/A, Dilu Road, Moghbazar, Dhaka.

Notice of the Twenty Eighth Annual General Meeting

Notice is hereby given that the 28th Annual General Meeting of Standard Ceramic Industries Ltd. will be held on Wednesday the 26th December 2012 at 10:00 A.M. at the Factory premises of the Company at Saydana, K.B. Bazar, Joydevpur, Gazipur-1700 to transact the following business:

AGENDA 1. To confirm the proceedings of the 27th Annual General Meeting held on 27th December 2011. 2. To receive, consider and adopt Audited Accounts for the year ended on 30th June, 2012 and Auditor's report and

Director's reports thereon. 3. To declare dividend for the year ended 30th June 2012. 4. To elect Directors in place of those retiring by rotation. 5. To appoint Auditors of the company for the year 2012-2013 and to fix up their remuneration. 6. To transact any other business which may be transacted at an Annual General Meeting with the permission of

the Chair. By order of the Board of Directors Dated: 20-11-2012 Sd/- (Jamal Uddin Bhuiyan) Company Secretary. N.B: a) November 8, is the Record Date .Shareholder whose names will appear in the Members Register of the

company or in the Depository Register on Record Date will be eligible to attend the Annual General Meeting and receive dividend.

b) A member entitled to attend and vote at the General Meeting may appoint a proxy to attend and vote in his/her behalf. The proxy form, duly stamped, must be deposited at the Head Office of the Company not later than 48 hours before the time fixed for the meeting.

c) Admission to the venue of meeting shall be allowed only on presentation of the attendance slip sent with the Annual Report.

d) Queries on the Annual Report may be sent to the Head Office, 72 hours before the time fixed for the meeting.

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STATISTICAL PERFORMANCE OF LAST FIVE YEARS

Position Statement

Items As at 30 June Tk./000

2012 2011 2010 2009 2008 Fixed Assets 111,789 111,756 113,824 105,682 110,300 Preliminary expenses &Public Issue Exp. 4,607 4,607 4,607 4,607 4,607 Net Current assets (8,595) (12,049) (15,340) (7,032) (6,255) Total Assets 107,801 104,314 103,091 103,257 108,652 Paid-up-Capital 64,607 64,607 61,530 58,600 58,600 Revenue Reserves and surplus 16,810 13,132 12,198 11,976 17,910 Capital reserve 26,384 26,384 26,384 26,384 26,384 Total equity 107,801 104,123 100,112 96,960 102,895 Long Term Loan 0 191 2,979 6,297 5,757 Total debt + equity 107,801 104,314 103,091 103,257 108,652 Net Asset Value (NAV) per ShareTk. 15.97 15.40 15.52 15.76 16.77 Face value of share Tk.10/= Items As at 30 June Tk./000 2012 2011 2010 2009 2008 Sales 210,196 210,283 172,586 110,755 106,049 Less Cost of goods sold (168,125) (168,150) (138,866) (92,264) (90,927) Gross profit 42,071 42,133 33,720 18,491 15,122 Less: Administrative and Selling expenses (29,937) (30,087) (23,809) (17,558) (17,785) Interest charges /write off (3,489) (4,029) (4,754) (4,405) (4,295) Other income 1,555 0 324 468 0 (31,871) (34,116) (28,239) (21,495) (22,080) Net Profit/(Loss) 10,200 8,017 5,481 (3,004) (6,959) Contribution of WPPF (486) (382) (274) 0 0 9,714 7,635 5,207 (3,004) (6,959) Less Provision for Tax (2,805) (3,625) (2,055) 0 0 Retained profit/(Loss) 6,909 4,010 3,152 (3,004) (6,959)

Earnings per share(EPS) Tk. 1.07 0.62 0.49 -0.49 -1.19 Dividend

Proposed Dividend --- 5%

10% 5%(B) 5%(B) 5%

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3.81% Net Profit

1.92% Financial

14.31% Admin & Selling etc.

79.96% Cost of Goods



2.99% Net Profit

2.75% Financial



2011-2012

SALES DISTRIBUTION

2010-2011

2009-2010

2008-2009


14.24% Admin &

Selling etc.

1.66% Financial

4.12% Net Profit

STANDARD CERAMIC INDUSTRIES LTD. Amin Court (3rd Floor), 62-63, Motijheel C/A,

Dhaka- 1000, Bangladesh.

DIRECTORS’ REPORT AT THE TWENTY EIGHTH ANNUAL GENERAL MEETING.

Dear Shareholders, We, on behalf of the Board of Directors, feel privileged to welcome you to the 28th Annual General Meeting of your Company and have the pleasure in presenting before you the Annual Report together with audited financial statements for the year ended 30th June 2012. General Economics & Environmental Situation: Due to high inflation in the country, purchasing power of customers decreased for which sales did not increase. Expenses remained under control notwithstanding exchange rate fluctuation for imported raw materials; and annual increase of benefit to staff/ workers. Due to availability of raw materials in China, competitiveness of Chinese Exporters is stronger than Bangladeshi Exporters. Consequently Chinese products are entering in local and international market at lower cost than Bangladeshi product. In-spite of this fact, we kept our sales sustainable. Manufacturers are involved in undue competition due to loss of export market and have grown a tendency to under cut price. Industry outlook Directors are trying heart and soul to expand and explore market not only in our country but also in the develop countries. Possible future development Quality Improvement For quality improvement following machinery shall be installed by replacing old machinery: a) Electromagnet Separator b) Edge Cleaning Machine etc. Cost Reduction For reduction of cost, Directors are trying to set up Decal and Packaging Plant. State of Company's Affairs : Turnover amounted to taka 210.20 million in the year 2011-2012 as against taka 210.28 million in the year 2010-2011 showing an decrease of taka 0.08 million. The gross profit for the year was taka 42.07 million as against taka 42.13 million of the previous year showing a decrease of 0.14% only. The gross profit ratio could not increase as expenses increased to a greater extent for high rate of local and imported raw materials, implementation of National pay scal-2009 and increase of daily worker wages etc.

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Particulars Figure in Thousand (‘000) Tk. 2011-2012 2010-2011 Net Profit/(Loss) before Tax etc. 10,200 8,017 WPPF (486) (382) Provision for tax (2,805) (3,625) Net Profit /(Loss )after Tax etc. 6,909 4,010 Less: Dividend declared 0 (3,230) Less: Previous years Accumulated Profit/(Loss) (5,812) (6,592) Accumulated Profit / (Loss) 1,097 (5,812)

Contribution to National Exchequer: Your company contributed a total amount of taka 37.20 million to the National Exchequer in the form of Custom duty, AIT, VAT, except gas, electricity etc, during the year under report. Dividend Despite the fact that the Company has a total accumulated loss of taka 5.81 million which lowered our reserve position, the Company earned a net profit of taka 6.93 million during the year.. In this situation, the Board of Directors has recommended cash dividend from this year's profit @ 10% on face value of share for all the shareholders. Retirement of Directors and their Re-election : (1) Mr. Nasir Uddin Ahmed (2) Mr. Enamul Maqsud and (3) Mr. A.Z.M Nazrul Haque Directors of the company who retired by rotation as per Article 44 of the Articles of Association of the Company, offered themselves for re-appointment and being eligible may be re-appointment. Brief resume of above Directors: (1) Mr. Nasiruddin Ahmed- Director. Nasir Uddin Ahmed, a commerce graduate, is the Sponsor Director of the company. He started his career in 1985 as management executive (now operative director) in Peoples Ceramic Industries Ltd., pioneer of ceramic sector in the country. He has acquired vast knowledge in technical and manufacturing during his service life and able to hold key position in the same field. He has got long 27 years experience as ceramic business expert. Having rich experience in various training from abroad like AOTS, Japan in respect of industrial concerns. (2) Mr. Enamul Maqsud- Operative Director. Mr. Enamul Maqsud is a graduate from BUET in Mechanical Engineering. He is a sponsor Shareholder and a Operative Director of the company. He is also a director of Peoples Ceramic Industries Ltd.. He has been engaged in ceramic line since 1989. He has also gathered vast experience in ceramic production and quality. In addition to his business, he is a member of IEB, BUET-88 Club. Mr. Maqsud is also involve some social organisations. (3) Mr. A.Z.M. Nazrul Haque- Independent Director. Mr. A.Z.M. Nazrul Haque obtained B.Com (Hons) M.Com in Management in the year 1971 from Dhaka University. He was engaged in Teaching profession in the Department of Management of the then Govt. Jagannath University College. Mr. Haque was also served in Ceramic Industries in deferent position and gathered vast experience.

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Corporate & Financial Reporting : The Company has complied most of the requirements of Corporate Governance as required by the Securities and Exchange Commission. Accordingly, the Directors are pleased to confirm the following: (a) The Financial Statements together with the notes thereon have been drawn up in conformity

with the Companies Act 1994 and Securities and Exchange Rules 1987. These statements present fairly the Company's state of affairs, the results of its operations, cash flow and changes in equity.

(b) Proper books of accounts of the Company have been maintained. (c) Appropriate Accounting Policies have been consistently applied in the preparation of

financial statements and the accounting estimates are based on reasonable and prudent judgment.

(d) The International Accounting Standards, as applicable in Bangladesh, have been followed in the preparation of financial statements.

(e) The systems of internal control are sound and have been effectively implemented and monitored.

(f) There are no significant doubts upon the Company's ability to continue as a going concern. (g) The key operating and financial data for the last five years is annexed. (h) Board Meetings and Attendance : The Board of Directors consisted of 7 members at present and during the year five Board meetings were held. The attendance record of the Directors is as follows: Sl # Name of the Directors Meeting attended Reason for non attendance 01. Mr. Helal Uddin Ahmed 5 02. Mr. A.K.M. Jahangir Khan 5 03. Mr. Lutfur Rahman 5 04. Mr. Ghazi Nurul Abedin 1 Directorship ceased on 22.05.12 for

shortfall of share holding as per SEC notification dt.22.11.11 and granted leave of absence.

05. Mr. Enamul Maqsud 5 06. Mr. Nasir Uddin Ahmed 5 07. Mr. A.K.M. Alamgir Khan 5 08. Mr. A.Z.M Nazrul Haque 5 09. Mr. Khalid Bin Islam 4 Directorship ceased on 22.05.12 due

to shortfall of share holding as per SEC notification dt.22.11.11

The Directors not attending the meetings were granted leave of absence.

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I. Continuity of Extra-ordinary Gain or Loss: There is no extra- ordinary gain or loss during the year under report except sale of old vehicles which will not continue in the coming year. On the other hand taka 3.90 million.(three ponit nine million) will adversely affect profitability of the company due to payment against environmental damage assessment by the environment office after 30.06.2012. j. There are no significant deviations from last year in the operating results. k. Utilisation of Proceeds from Public Issue, right issue and through any others instruments The Company did not raise share capital through Public Issue, right issue and through any other instruments during the year 2011-2012.However, the company raised its capital in 1996. The proceeds of the issue have been utilized in repaying Long Term Loan.

l. Remuneration of Managing Director and Independent Director Remuneration of the Managing Director is disclosed in the accounts note no.20. On the other hand, Independent Director does not receive any remuneration except attendance fees.

m. Subsidiary Company The Company has no subsidiary company.

n. Chairman of the Board and Chief Executive Officer The position of the Chairman of the Board and Chief Executive Officer stand separated.

o. Duties of CEO and CFO The provision of SEC regulations has been complied.

p. Risks and concerns

(a)Interest Rate Risk The Company has not borrowed funds at flexible rate. Hence the increase in interest rate will not increase financial cost.

(b) Exchange rate risk Company adjusts exchange risk through increasing products price.

(c)Market Risk The company is continuously upgrading its quality to minimise the market risks.

(d) Operational Risk (Non-availabilities of Materials /Mechanical Failure of Equipments) The Company has its scientific inventory management system and equipped with power backup which reduce operational risks.

(e) Trade Policy risk Trade policy risk refers to the increase competition in the market due to trade policy. Increase of duty on imported raw-materials and decrease of duty on imported finished goods will increase risks The Company continuously carries out research and development activities according to the customer choice which reduce industry risk.

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(q)The pattern of shareholding is as follows:

Sl # Namewise details Shares held 01. Mr. Helal Uddin Ahmed, Managing Director 3,73,880 02. Mr. Lutfur Rahman, Director 3,73,880 03. Mr. Nasir Uddin Ahmed, Director 3,73,880 04. Mr. A.K.M. Jahangir Khan, Director 2,25,450 05. Mr. Enamul Maqsud, Director 2,03,960 06. Mr. A.K.M Alamgir Khan, Director 2,59,080 07. Mr. A.Z.M Nazrul Haque (Independent Director) nil 08 Mr. Jamal Uddin Bhuiyan, Secretary & CFO nil 09. Mr. Abdur Rahim, Internal Auditor nil Executives: 10. Mr. Md. Abu Taher 10 11. Mr. Mushfiqure Rahman 10 12. Mr. Mustafizur Rahman 10 13. ICB, Unit Fund 10,63,630

Corporate Governance Compliance Report : In accordance with the requirement of the Securities and Exchange Commission, "Corporate Governance Compliance Report" is annexed. Appointment of Auditors : As per Securities & Exchange commission notification, no auditors shall be appointed for more than three consecutive years. Presently M/S.Huda Hossain & Co., 230, New Elephant Road, Dhaka-1205 Chartered Accountants, is the auditors of the company whose period of appointment will expire on 28th AGM as well as they shall fulfill condition of appointment of three consecutive years period. They are not eligible for reappointment. M/s Malek Siddiqui Wali, Chartered Accountants 9 -G, Motijheel C/A, Dhaka1000 offered themselves for appointment as auditors of the company for the year 2012-13. Accordingly, the Board of Directors recommended that M/s Malek Siddiqui Wali, Chartered Accountants, be appointed as Auditors for the financial year 2012-2013 subject to the approval of the Shareholders at the AGM with Tk 62,500/00 (included VAT & Tax) as their remuneration. Acknowledgement : We, on behalf of the Board of Directors of the company, express our sincere gratitude and thanks to all the respected Shareholders, Investors, Banks, Financial Institutions, Securities & Exchange Commission, Stock Exchanges, CDBL, ICB, Government Agencies, News & Press Media, Suppliers, Customers and employees of the company for their continued support & co-operation. Conclusion : Finally, we, on behalf of the Board of Directors express our deep appreciation to all workers, Staff and Officers, both in the Head Office and Factory for their dedicated hard work rendered during the year and hope that they will continue to maintain spirit of team work in the coming years for the continued growth of the Company.

On behalf of the Board of Directors. Sd/- Sd/- Dhaka (Enamul Maqsud ) (Helal Uddin Ahmed) 23rd Oct, 2012 Operative Director Managing Director Page-11

Chartered Accountant's Certificate on Compliance of SEC’s notification dated 7 August 2012

on Corporate Governance.

We have verified relevant documents and procedure followed by Standard Ceramic Industries Ltd. in its efforts to comply with SEC's direction issued vide its notification dated 7 August 2012 on Corporate Governance and report that:

Standard Ceramic Industries Ltd. has complied with all the directions of SEC as contained in its notification as noted above. Dhaka -1207. Sd/- Dated: 30 October 2012 -------- ------------------ (M. AHMED & CO.)

Chartered Accountants

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Corporate Governance Compliance Report Status of compliance with a conditions imposed by the Commission's Notification No. SEC/CMRRCD/2006-158/134/Admin/44 dated 7rd August 2012.

(Report under Condition No. 7.00)

Condition No.

Title Compliance status (Put in the appropriate

column)

Explanation for non-compliance

with the condition. Complied Not complied

1.1 Board's Size 1.2 Appointment of Independent Director 1.3 Qualification of Independent Director (ID) 1.4 Chairman of the Board and Chief Executive Officer be

different person

1.5 Director's Report include declarations on: (i) Industry outlook and possible future developments in the

industry

(ii) Segment-wise or product-wise performance Not possible (iii) Risks and Concerns (iv) A discussion on Cost of Goods sold, Gross Profit Margin

and Net Profit Margin

(v) Discussion on continuity of any Extra-Ordinary gain or loss. (vi) Related party transactions Not applicable (vii) Utilization of proceeds (viii) Explanation if the financial results deteriorate after the

company goes for IPO,RPO, Rights Offer, Direct Listing.

Not applicable

(ix) Significant variance Do (x) Remuneration to directors (xi) Fairness of state of the affairs (xii) Keeping proper books of accounts (xiii) Consistent application of Accounting Policies and

preparation of financial statements

(xiv) Observance of Bangladesh Accounting Standards (BAS) (xv) Soundness and efficiency of internal control (xvi) Ability of Standard Ceramic Industries Ltd. to continue

as a going concern

(xvii) Significant deviations from last year in operation results No such incidence (xviii) Presentation of key operation and financial data for

last five years

xix) Declaration of dividend (xx) Number of Board Meeting held during the year and

attendance by each other

(xxi) Shareholding pattern (xxii) Appointment / re-appointment of a Director

2.1 Appointment of Chief Financial Officer (CFO) and Company Secretary

DGM acting as CFO& CS

2.2 Requirement as to attendance of CFO and Company Secretary in the Board Meeting

3.00 Formation of Audit Committee 3.1 (i) Numbers of members of audit committee

(ii) Inclusion of Independent Director in the Audit Committee (iii) Financially literate & Financial management expertise

member

(iv) Fill the casual vacancy in Audit Committee (v) Company Secretary as the Secretary of the committee

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(vi) inclusion of Independent Director in the quorum of the Audit Committee

3.2 (i) Selection of the Chairman of Audit Committee (ii) Attendance of the Chairman of the audit committee shall

remain present in the AGM.

3.3 (i) Investigate financial reporting process (ii) Monitoring accounting policies and principles (iii) Monitoring Internal Control Risk management process (iv) Investigate hiring and performance of external auditors. (v) Review of annual financial statements. (vi) Review of quarterly and half yearly financial statements (vii) Review of adequacy of internal audit function. (viii) Related party transaction Not applicable (ix) Management Letters/ Letter of Internal Control

weakness

(x) Purposes of fund utilized 3.4.1 (i) Report by the Audit Committee on its activities to the

Board of Directors

(ii) Report to the Board by the Audit Committee on : (a) Conflicts of interest (b) suspected or presumed fraud or irregularity or material

defect in the internal control system

(c) suspected infringement of laws, including securities related laws, rules and regulations

(d) Any other matter 3.4.2 Reporting to the SEC by the Audit Committee No such

incidence 3.5 Reporting to the shareholders and general investors No such

incidence 4 Statutory Auditors not to engage in: (i) Appraisal or valuation services (ii) Financial information systems design and

implementation.

(iii) Book-keeping or other services related to the accounting records or financial statements

(iv) Broker-dealer services. (v) Actuarial services. (vi) Internal audit services. (vii) Any other service that the Audit Committee determines viii) Shares of partners or employees of the external audit

firm

5 Subsidiary company: Not existence (i) Composition of the Board of Directors of the subsidiary

company. do

(ii) Independent director on the Board of Directors of the holding company

do

(iii) Subsidiary company shall be placed for review at the following Board meeting of the holding company

do

(iv) Reviewed the affairs of the subsidiary company do (iv) Financial statement is reviewed by the Audit Committee

do

6. (i) Review financial statements to the best of their knowledge

a. Materially b. True and fair view of the company's affairs (ii) No transactions entered into by the company during the

year which are fraudulent, illegal or violation of the company's code of conduct.

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7.1 Obtaining Certificate

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Page-16

HUDA HOSSAIN & CO. CHARTERED ACCOUNTANTS

230, New Elephant Road (4th Floor) Dhaka-1205 Ph: 8614329, 8620590

AUDITORS' REPORT TO THE SHAREHOLDERS

OF STANDARD CERAMIC INDUSTRIES LTD

Introduction: We have audited the accompanying Financial Statement of "STANDARD CERAMIC INDUSTRIES LTD." which comprise the statement of financial position as at 30th June, 2012 and the Statement of Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flow for the year then ended and a summary of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial Statements: Management is responsible for the preparation and fair representation of these financial statements in accordance with Bangladesh Financial Reporting Standards, the companies’ act 1994, the securities and exchange rules 1987 and other applicable laws and regulations. This responsibility includes: designing, implementing and maintaining internal control relevant the preparation and fair presentation of financial statement that are free from material misstatements, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility: Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosers in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statement. Whether due to fraud or error. In making those risks assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of he 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 financial statements.

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

In our opinion, subject to our separate notes, the financial statements present fairly, in all material respects, the financial position of "STANDARD CERAMIC INDUSTRIES LTD." as at 30th June, 2012 and its financial performance for the year then ended in accordance with Bangladesh Financial Reporting Standards.

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 purpose of our audit. b) in our opinion, proper books of accounts as required by law have been kept by the company so far as

it appeared from our examination of those books; c) the company’s 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 and payments made were fore the purposes of the company's business for

the year. Dhaka October 25, 2012

Sd/- HUDA HOSSAIN & CO. Chartered Accountants

Page-18

ASSETS NOTES 30/06/12 30/06/11Non Current AssetsProperty, Plant & Equipment 2 111,789,132 111,755,431 Preliminary & Public Issue Expenses 3 4,606,694 4,606,694

116,395,826 116,362,125 Current AssetInventories 4 61,752,224 75,543,574 Claim receivable 5 19,781,085 19,781,085 Advances, deposits & pre-payments 6 8,286,500 8,356,932 Short Term Investment 4,500,000 2,700,000 Cash & Cash Equivalents 7 10,510,360 7,234,602

104,830,169 113,616,193 Total Assets 221,225,995 229,978,318

EQUITY & LIABILITIESShareholder's equity:Share Capital 8 64,606,500 64,606,500 Reserve & Surplus 9 43,194,834 39,515,540

107,801,334 104,122,040 Non Current LiabilitiesLong Term Loan 10 - 191,442 Current LiabilitiesCash Credit (Secured) 11 18,954,441 21,885,806 Current portion of Long Term Loan 12 187,601 2,796,941 Bank Overdraft 13 372,603 354,305 Directors' & other loan 14 2,251 352,251 Liabilities for expenses 15 33,260,245 33,316,486 Liabilities for other finance 16 60,647,520 66,959,047

113,424,661 125,664,836 Total Shareholders' Equity & liabilities 221,225,995 229,978,318 NAV per share 15.97 15.40

Dhaka-1000.25-10-2012

Sd/- Sd/-(Jamal Uddin Bhuiyan) (Helal Uddin Ahmed)

Company Secretary Director

Sd/-

As per report of even date annexed

(Chartered Accountants)Huda Hossain & Co.

Managing Director

Page-19

( A.K.M. Jahangir Khan)

Sd/-

STATEMENT OF FINANCIAL POSITION

STANDARD CERAMIC INDUSTRIES LTD."AMIN COURT", 62-63 MOTIJHEEL C/A,

DHAKA-1000.

AS ON 30TH JUNE, 2012

The annexed notes 1 to 38 form an integral part of these financial statements.These financial statements were approved by the Board of Directors on 23th October 2012 and were signed on its behalf by:

01/07/11 01/07/10to to

NOTES 30/06/12 30/06/11

Revenue 18 210,196,455 210,283,278

Less: Cost of Goods Sold 19 168,125,272 168,150,181 Gross Profit 42,071,183 42,133,097 20.015 Operating Expenses: 33,425,746 34,116,222

Less:Administrative & Selling Expenses 20 29,936,810 30,087,052 Less: Financial Expenses 3,488,936 4,029,170

Operating Profit/(Loss) 8,645,437 8,016,875

Add: Other Income 21 1,555,055 -

Net Profit / (Loss) 10,200,492 8,016,875

Less:Contribution to Workers P.Participation Fund 485,738 381,756

Net Profit / (Loss ) before Tax 9,714,754 7,635,119

2,805,135 3,625,203

Net Profit after Tax- Transferred to Statement of changes in Equity 6,909,619 4,009,916

Earning per share(EPS) 36 1.07 0.62

Dhaka-1000.25-10-2012

Sd/-(Jamal Uddin Bhuiyan)

Company Secretary

Page-20

Less: Income Tax Expenses 22

(Chartered Accountants)

As per report of even date annexed

Sd/-

Director

Sd/-Huda Hossain & Co.


DHAKA-1000.

Managing Director

Sd/- (Helal Uddin Ahmed)

STATEMENT OF COMPREHENSIVE INCOMEFOR THE YEAR ENDED 30TH JUNE, 2012

( A.K.M. Jahangir Khan)

The annexed notes 1 to 38 form an integral part of these financial statements . These financial statements were approved by the Board of Directors on 23th October 2012 and were signed on its behalf by:

CASH-FLOW FROM OPERATING ACTIVITIES 2011-12 2010-11

Receipts from customers and others 250,339,201 247,057,681 Paid to suppliers, employees & others (219,975,518) (215,668,587) Interest paid (3,488,936) (4,029,170) Income Tax paid (3,747,205) (3,296,250) Net cash inflow from operating activities 23,127,542 24,063,674

Cash Flow from investing activities.

Acquisition of Fixed Assets (9,562,468) (6,315,600) Disposal of Fixed Assets 383,258 - Short Term Investment (1,800,000) (2,700,000) Net cash outflow from investing activities (10,979,210) (9,015,600)

Cash Flow from Financing activities.Cash Credit Loan (Paid)/Received (2,931,365) (3,357,649) Long Term Loan (191,442) (2,787,412) Current portion of long term loan (2,609,340) (504,164) Dividend Paid (2,808,725) (262,638) Directors & Other Loan (Paid)/Received (350,000) (875,000) Bank O/D (Paid)/Received 18,298 (1,015,268) Net cash outflow from financing activities (8,872,574) (8,802,131)

Net increase/(decrease) in Cash & Cash Equivalents 3,275,758 6,245,943

Cash and Cash equivalents at begining 7,234,602 988,659

Cash and Cash equivalents at end 10,510,360 7,234,602

Dhaka-1000.25-10-2012

Sd/- Sd/-(Jamal Uddin Bhuiyan) (Helal Uddin Ahmed) Company Secretary Managing Director

As per report of even date annexed.

Page # 21

(A.K.M. Jahangir Khan)Director

(Chartered Accountants)Huda Hossain & Co.

Sd/-

Sd/-


DHAKA-1000.

STATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30TH JUNE, 2012

The annexed notes 1 to 38 form an integral part of these financial statements . These financial statements were approved by the Board of Directors on 23th October 2012 and were signed on its behalf by:

PARTICULARS SHARECAPITAL

REVALUATION& TAX HOLIDAY PREMIUM

SHARE RETAINEDEARNINGS TOTAL

As at July 1, 2011 64,606,500 27,447,361 14,650,000 (2,581,821) 104,122,040 Changes during the period: Cash dividend (2010-11) Transferred to Dividend payable Account (3,230,325) (3,230,325)

Profit after tax 6,909,619 6,909,619 As at June 30, 2012 64,606,500 27,447,361 14,650,000 1,097,473 107,801,334

PARTICULARS SHARECAPITAL

REVALUATION& TAX HOLIDAY

RESERVE

SHAREPREMIUM

RETAINEDEARNINGS TOTAL

As at July 1, 2010 61,530,000 30,523,861 14,650,000 (6,591,737) 100,112,124

Addition during the year 3,076,500 (3,076,500) - 4,009,916 4,009,916 As at June 30, 2011 64,606,500 27,447,361 14,650,000 (2,581,821) 104,122,040

Dhaka-1000.25.10.2012

Sd/- Sd/-(Jamal Uddin Bhuiyan) (Helal Uddin Ahmed)

Company Secretary Managing DirectorAs per report of even date annexed

Page # 22

(Chartered Accountants)

FOR THE YEAR ENDED 30TH JUNE, 2011STATEMENT OF CHANGES IN EQUITY

Sd/-Huda Hossain & Co.

The annexed notes 1 to 38 form an integral part of these financial statements. These financial statements were approved by the Board of Directors on 23th October 2012 and were signed on its behalf by:

Sd/-( A.K.M. Jahangir Khan)

STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 30TH JUNE, 2012


DHAKA-1000.

Director

1.01 (A) Structure and Objects:

(B)

(C)

(D)

(E)

(F)

1.02 Significant Accounting Policies:

(A)

(B)

(C)

Page-23

The company is a public limited company registered on 13-08-84 with authorized Share capital of Tk.10 crores divided into 1 crore ordinary shares of Tk.10.00 each for manufacture of Ceramic Stonewares & Table wares. In addition to sponsors, the project was initially funded by BSB, IPDC &SABINCO. Production started in the later part of 1993. Approval of prospectus from Securities &Exchange Commission had been obtained on 14th September, 1996. The company was listed withDhaka Stock Exchange and Chittagong Stock Exchange on 7th December, 1996 and on 4thDecember 1996 respectively.

Basis of preparation:These financial statements are prepared as going concern under historical cost convention subject torevaluation of land and land development on 29-02-1996.

Revenue recognition: Sales is recognized at the time of delivery from godown.

Nature of Business: The company is a ceramic industry for manufacture of ceramic stone wares & table wares for local & foreign markets.

Enclosures of The Financial Statement:(i) Statement of Financial Positiont as of 30th June, 2012. (ii) Statement of Comprehensive Income forthe year ended 30th June, 2012, (iii) Statement of Cash Flows for the year ended 30th June, 2012,(iv)Statement of changes in Equity for the year ended 30th June, 2012 (v) Accounting policies andexplanatory notes.

Comparative Information :Comparative information have been furnished in respect of the year 2010-2011 for all numericals in thefinancial statements and also the narrative and descriptive information considered relevant tounderstanding of the current year financial statements.Last years figures have been rearranged toconform those of current year.

Compliance with Local Laws :The financial statement have been prepared in compliance with requirements of the Companies Act1994, Securities and Exchange Rules 1987 and other relevant local laws as applicable.

FOR THE YEAR ENDED 30TH JUNE 2012

STANDARD CERAMIC INDUSTRIES LTD.NOTES TO THE FINANCIAL STATEMENTS

Recognition of Property, Plant & Equipment and Depreciation:Property, Plant & Equipment are stated at cost less accumulated depreciation in accordance with IAS 16 "Property, Plant & Equipment". Cost represents cost of acquisition of construction and include purchase price and other directly attributable cost of bringing the assets to working conditions for its intended use, but do not include any capitalized borrowing cost. No. depreciation is charged on land and land development. Depreciation on all other fixed assets are computed using the reducing balance method in amount sufficient to write off depreciable assets over their estimated useful life. Expenditure for maintenance and repairs are expenses; major replacements, renewals and betterment are capitalized.

Compliance with Auditing and Accounting Standards :The financial statements complied with the requirements of the Bangladesh Standard of Auditing (BSA's) and Bangladesh Accounting Standand (BAS's) as for as applicable.

(D)

(E)

(F)

(G)

(H)

(I)

(J)

(K)

(L)

(M)

Page-24

Reporting Period: Financial Statements of the Company cover one year from 1st July to 30th June consistently.

The cost and accumulated depreciation of depreciable assets retired or otherwise disposed off areeliminated from the asssets and accumulated depreciation and any gain or loss or such disposal isreflected in operations for the year.The annual depreciation rates applicable to the principal categories arei) Building & Cvil Construction 7.5% v) Car Vehicles 20%ii) Plant & Machinery 10% vi) Tools 25% iii) Deep Tubewell 5% vii) Furniture & Fittings 10%iv) Electric Equipment 10% viii)Office Equipment 15% Depreciation has been charged to cost of goods sold & administrative expenses consistently."

Inventories: The raw materials have been valued at weighted average method. The finished goods have beenvalued under variable costing method following marginal costing technique. The work-in-process havebeen valued at cost of materials with proportion of electricity & gas and factory overhead absorbed inproduction.

Others: (i) Amount appearing in these statements are rounded off to the nearest taka. (ii) These notes form anintegral part of the annexed statements and accordingly are to be read in conjunction therewith. (iii)Wherever considered necessary, previous year's phrases and figures have been rearranged toconform to the current year's classification.

Foreign Exchange: Transactions in foreign currencies are converted into Taka currency at rates prevailing on the transaction dates.

Earning per Share: The company calculates earnings per share is Tk.1.07 against the previous yearTk.0.62 in 2010-2011in accordance with the International Accounting Standards (IAS)-33 "Earning per share" as adopted bythe Institute of Chartered Accountants of Bangladesh (ICAB).

Related Party: The Company does not have any transactions, which require to be disclosed under related partydisclosure.

Statement of Cash Flows : Statement of Cash Flows has been prepared as per requirement of (IAS)-7 as adopted in Bangladeshfollowing direct method as required by the SEC.

Revenue (Turnover): Turnover are stated at net value.

Retirement benefits : Retirement benefits are incorporated on payment basis.

Impairment of AssetsThe company reviews the recoverable amount of its assets at each reporting date. If there exists any indication that the carrying amount of assets exceeds the recoverable amount, the company recognise such impairment loss in accordance with BAS-36 "Impairment of Assets"

Reporting Currency: The figures in the financial statements represent Bangladesh Taka Currency.

30/06/12 30/06/112.00 Property, Plant & Equipment; Tk.111,789,132.

Details are as under:Cost on 01/07/2011 298,294,030 291,978,430 Addition during the year 9,562,468 6,315,600

307,856,498 298,294,030 Adjustment / Dispossal (1,813,520) -

306,042,978 298,294,030 Less: Accumulated Depreciation (194,253,846) (186,538,599)

111,789,132 111,755,431

3.00I) Public Issue Expenses 4,569,369 4,569,369 ii) Preliminary expenses 37,325 37,325

4,606,694 4,606,694

4.00 Inventories: Tk.61,752,224. Details are as follows:

I) Raw Materials (4.01) 5,382,348 16,280,100 ii) Work-in process 822 M.Ton 33,488,102 19,730,345

iiI) Finished products 130,000 pcs. 3,010,800 19,681,605 iv) Stores & spares 1,674,413 1,840,100 v) Stock of Mould & Sagger 785 M.Ton 17,920,374 18,011,424 vi) Packing Materials 2570 Pcs 276,187 -

61,752,224 75,543,574

4.01 Detail of raw materials: (Figures are rounded up to MT)

Particular UnitBody & glaze

Auxiliary Materials

Decoration materials

TotalQuantity

Opening stock M.ton 1,679 14,509,738 KG. 2,485 482,613 Sheet 11,688 1,287,749

A Total 16,280,100 Purchase M.ton 5,731 58,892,061

KG. 15,000 744,287 Sheet 173,818 14,273,780

B Total 73,910,128 A+B Total 90,190,228

Issued for production M.ton 7,031 69,363,435 KG. 12,935 745,783 Sheet 174,906 14,698,662

C Total 84,807,880 Closing Stock M.ton 379 4,038,364

KG. 4,550 481,117 Sheet 10,600 862,867

[A+B]-C 5,382,348 Page-25

The i)inventories( Raw materials) on 30-06-12 was taken and certified by the management and valuedat cost.ii) Work-in-process have been valued at cost of raw materials with proportion of electricity, gas and factory overhead absorbed in production. iii)Finished products valued at realizable price and iv)spare parts at cost. Inventories were mortgage to Rupali Bank Ltd, Ramna corporate branch as security of working capital.

Addition of fixed asset represents are major repairs and replacement of factory building and plant & Machinary, Car and Micro bus purchase and electric equipment purchase etc.

These are defered revenue expenditure & will be written off gradually when sufficient profit will be availablefor amortization.

TotalValue inTk.

Qty in M.ton/Pcs.

Preliminary and Public Issue Expenses: Tk.4,606,694.

30/06/12 30/06/11

5.00 Claim Receivable :Tk.19,781,085. 19,781,085 19,781,085

6.00 Advance Deposits & Pre-payment:Tk.8,286,500.I) Advances 935,551 1,087,442 ii) Security deposits 2,829,506 2,829,506 iii) Advance Income Tax 2,802,762 2,061,885 iv) Bank Margins 1,190,266 2,265,182 v) VAT(Value Added Tax) 528,415 112,917

8,286,500 8,356,932 I) Advances: Tk.935,551.

a) Advance against works 861,870 1,060,039 b) Advance Travel & Tours 4,578 4,578 c) Advance against Salaries 22,825 22,825 d) Advance rent against Sales & Display centre 46,278 -

935,551 1,087,442 ii) Security deposits: Tk.2,829,506.

T&T Board 145,025 145,025 PDB 253,800 253,800 Bangladesh Oxygen Ltd. 8,000 8,000 Amin Mohiuddin Foundation 811,800 811,800 Titas Gas Transmission & Distribution Co. Ltd. 1,408,276 1,408,276 Lease Deposit (U.L.C. Ltd.) 2,605 2,605 CDBL 200,000 200,000

2,829,506 2,829,506

iii) Advance Income-Tax: Tk.2,802,762.a) Opening balance 2,061,885 4,225,996 b) Addition during the year (2,777,205+970,000) 3,747,205 3,296,250

Adjustment (2,036,328+970,000) (3,006,328) (5,460,361) Total 2,802,762 2,061,885

iv) Bank Margins:TK.1,190,266.L/C Margin 605,084 1,680,000 Bank Guarantee Margin (against Titas Gas ) 585,182 585,182

1,190,266 2,265,182

v) VAT (Value Added Tax) :Tk.528,415.Opening Balance 112,917 804,559 Add: Cash Deposit/Vat on raw materials etc. 31,944,966 30,634,446

32,057,883 31,439,005 Less: Adjustment 15% on local Sale (31,529,468) (31,326,088) Closing Balance 528,415 112,917

a) The Company has no advances which may be classified as doubtfull/bad.b) No amount was due by the Directors (including Managing Director) and officers of the Company or any of them severally or jointly with any other person.c) No amount was due by the Associated under-taking.

Page-26

The Factory has been devastated by tornado on 7th May, 1991. The claim admitted by the Janata Indsurance Co. Ltd. Tk. 3,97,81,085 from which Tk. 2,00,00,000 realised and balance has been carry forwarded without any adjustment.

Page-22

7.00 Cash & Cash Equivalents:Tk.10,510,360. 30/06/12 30/06/11

a) Cash in hand: Tk.147,375.I) Head Office 142,477 597,074 ii) Factory Office 4,898 4,898 iii) Sales & Display Centre - 2,000

147,375 603,972 b) Cash at Bank: Tk.10,362,985.

I) Agrani Bank, Amin Court Branch 9,732 9,732 ii) Agrani Bank, Dhaka Sheraton Hotel Branch 1,444 1,444 iii) Agrani Bank, Nalitabari Branch, Sherpur. 1,000 1,000 iv) BDBL A/C No. 113303653 1,743 1,743 v) Sonali Bank, Motijheel Branch. A/C No.15609 240 240 vi) UCBL, Motijheel Branch 451 451 vii) City Bank Ltd., STD A/C.no-7003 16,869 17,444 viii) Rupali Bank Ltd. F/C A/C 14,012 14,012 ix) IFIC Bank Ltd., STD A/C 6,657 6,657 x) IFIC Bank Ltd.C/D A/C 951 951 xi) Standard Chartered Bank 4,344,102 3,952,312 xii) AB Bank Ltd., Pricipal Branch, Dhaka. 66,036 120,563 xiii) City Bank Ltd., STD A/C.no-7001 266,938 17,863 xiv) City Bank Ltd., STD A/C.no-7002 15,499 16,074 xv) Rupali Bank Ltd. Motijheel Br. 3,552 3,552 xvi) Rupali Bank Ltd. Elephant Rd. Br. 3,780 3,780 xvii) City Bank Ltd., STD A/C.no-5001 3,966 4,541 xviii) City Bank Ltd., STD A/C.no-7004 3,771,751 1,760,022 xix) City Bank Ltd., CD A/C - 5283 236,994 251,856 xx) Rupali Bank Tongi br.C/D A/C 1,226,443 441,393 xxi) Southeast Bank, Principal Br. 10,640 5,000 xxii) Rupali Bank, Ramna 360,185 -

10,362,985 6,630,630 (a+b) 10,510,360 - 7,234,602

i) Cash-in-hand has been verified and certified by the Management.ii) Balances with Banks are confirmed by the certificate.iii)

8.00 Share Capital: Tk. 64,606,500.(a) Authorized Capital: Tk. 100,000,000

10,000,000 Ordinary share of Taka 10.00 each 100,000,000 100,000,000

(b) Issued, Subscribed & Paid-up Capital:6,460,650 Ordinary shares of Tk. 10/= each fully paid up:5,860,000 ordinary shares of Tk.10 each fully paid up in cash 58,600,000 58,600,000 600,650 ordinary shares of Tk.10 each issued as 6,006,500 6,006,500 fully paid Bonus shares 64,606,500 64,606,500 Share holding Sponsors: 3,085,540 shares of Tk.10/= each 30,855,400 30,855,400 Public: 3,375,110 shares of Tk. 10/= each 33,751,100 33,751,100

64,606,500 64,606,500

(c) The position of Shareholders as on 30th June, 2012 is as follows :Description No. of No. of Share holding

Shareholders Shares %Sponsors 42 3,085,540 47.76Financial Institution 54 428,260 6.63BSRS 1st Mutual Fund 1 17,000 0.26ICB investor's A/c 290 109,590 1.70Other Inv.A/c 18 32,340 0.50ICB Mutual Fund 9 50,290 0.78ICB Capital Management 5 12,510 0.19ICB Unit Fund 1 1,063,630 16.46Others Mutual Fund 4 11,690 0.18General Public 7,233 1,649,800 25.54

7,657 6,460,650 100.00

Non operative bank balances amounting to Tk.43,562 were not reconcilled.

30/06/12 30/06/11(d) The Shareholding pattern is as below :

Description No. of No. of Share holding Shareholders Share held %

Upto 500 Shares 6,624 390,790 6.05 501 to 5000 Shares 929 860,410 13.31 5001 to 10000 Shares 33 244,060 3.78 10001 to above 71 4,965,390 76.86

7,657 6,460,650 100.00

9.00 Reserve & Surplus Tk.43,194,834.Make up is as followsRevaluation Surplus 26,383,861 26,383,861 Tax holiday reserve 1,063,500 1,063,500 Share premium 14,650,000 14,650,000 Retained Earnings 1,097,473 (2,581,821)

43,194,834 39,515,540

9.01 Revaluation Surplus: Tk. 26,383,861.

9.02 Tax holiday Reserve: Tk.1,063,500. 1,063,500 1,063,500 The above amount represents last year's balance .

10.00 Long Term Loan: Tk. .Opening balance 191,442 2,978,854 Repayment/ Adjustment (191,442) (2,787,412) Balance - 191,442

11.00 Cash Credit (secured): Tk.18,954,441.I) Cash Credit (Hypo) 7,699,558 7,475,868 ii) Cash Credit (Pledge) 10,627,880 14,409,938 iii) Lim 627,003 -

18,954,441 21,885,806

12.00 Current portion of Long Term Loan: Tk 187,601 187,601 2,796,941

13.00 Bank Overdraft: Tk.372,603.372,603 -

- 36,317 United Commercial Bank, Tongi - 317,988

372,603 354,305

Page-28

Rupali Bank Ltd., Ramna Branch, C/D a/c,

Capital Reserve represents revaluation surplus arising out of revaluation of land & land development of thecompany as of 29 Feb, 1996 by M/s. Golam Mostafa & Associates (professional valuers) following marketrate.

Rupali Bank Ltd., Tongi Branch, C/D a/c,

The Company is enjoying cash credit facilities from Rupali Bank Ltd., Ramna Corporate Branch,Dhaka. Interest charge on all credit at 14% to 16% . All the fixed assets ( both present and future) furnished as collateral and floating assets and book debts (both present and future) charged out as primary securities.

This represents the amount payable to United Leasing Co. Ltd. which was taken through lease for Jiggering Machine etc. According to Bangladesh Accounting Standard (BAS) 1 "Presentation of Financial Statement" Current portion of Long Term Loan that are due for settlement within twelvemonths after the balance sheet date are current Liabilities, therefore the above amount has been shown in current Liabilities.

Page-20

Page-22

Page-23

30/06/12 30/06/11

14.00 Directors & Others Loan:Tk.2,251. 2,251 352,251 The above amount represents interest free loan which was taken from Directors & others.

15.00 Liabilities for Expenses:Tk.33,260,245.a) Expenses:I) M.D's remuneration ( May & June 12 ) 300,000 200,000 ii) 6,478,766 5,987,660 iii) Gas bill ( May & June 12 ) 2,880,550 3,225,380 iv) Electric bill (May & June 12 ) 1,019,138 976,656 vi) Audit fees 50,000 50,000 vii) Workers Profit Participation Fund 866,824 655,838 viii) Providend Fund 16,642,892 16,219,611

28,238,170 27,315,145 b)Trade payable 5,022,075 6,001,341 a+b 33,260,245 33,316,486

16.00 Liabilities for other finance:Tk.60,647,520.I) Security money (Agency) 202,000 202,000 ii) Security money employ 529,251 420,696 iii) Advance against sales 51,929,719 58,631,340 iv) Provision for Income Tax:

a) 2010-2011: Income Tax - 3,006,328 b) 2011-2012: Income Tax 2,805,135 -

v) Unpaid Dividend etc.(Dividend warrants etc. 5,101,544 4,679,944 issued but not presented to bank)

vi) Others 79,871 18,739 60,647,520 66,959,047

17.00 Proposed dividend:Tk.6,460,650. 6,460,650 3,230,325

Page-29

As per BSA-12 the company does not made provision for Deferred tax during the year hence the provision for taxation seems insufficient.

Salary & O.T( May & June12)

Considering the requirements of BAS-1, BAS-10 and Companies Act 1994 dividend proposed have been disclosed in the financial statements and not shown as liability.

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 balance sheet date but before approval of the financial statements should be either adjusted or disclosed.

The Board of Directors recommended cash dividend Tk.1.00(Taka one) per share (10%) for the year ended 30th June 2012 at the Board Meeting held on October 23, 2012 subject to the shareholder's approval at the forth coming Annual General Meeting. The proposed dividend is not recognized as a liability at the Balance Sheet date in accordance with Bangladesh Accounting Standard (BAS) 10 "Events after the Balance Sheet Date".

Bangladesh Accounting Standard (BAS) 1 "Presentation of Financial Statements" also require that the dividend proposed after the Balance Sheet date but before the financial statements are authorized for issue, be disclosed either on the face of the Balance Sheet as separate component of equity or in the notes to the financial statements.

01/07/11 01/07/10to to

18.00 Revenue:Tk.210,196,455. 30/06/12 30/06/11Break-up as followsNet Local Sales 210,196,455 208,840,587 Export Sales - 1,403,513 Duty Draw Back - 39,178 Total 210,196,455 210,283,278

19.00 Cost of Goods Sold: Tk. 168,125,272 . Materials Consumed:Stock on 01-07-11 16,280,100 14,230,200 Purchase during the year(-o.in3,821408) 73,910,128 64,213,700

90,190,228 78,443,900 Less: Stock on 30-06-12 5,382,348 16,280,100

84,807,880 62,163,800 Add: Work-in -process on 01-07-11 19,730,345 39,070,700

104,538,225 101,234,500 Less: Work-in-process on 30-06-12 33,488,102 19,730,345

71,050,123 81,504,155

Factory Overhead:Direct wages & Bonus 23,50,000 32,189,741 33,515,050 Salary, Wages & Bonus 2173430 4,019,213 5,618,473 P.F Contribution. 998,121 969,917 Gratuity 275,863 550,100 Packing 5,118,105 7,643,149 Power, Water & Gas 22,228,232 21,759,312 Insurance 234,113 157,120 Consumable stores 1,465,421 1,643,302 Miscellaneous factory expenses 1,481,154 1,619,968 Repairs & Maintenance 3,249,277 6,053,453 Depreciation 9,054,054 8,300,839

80,313,294 87,830,683 151,363,417 169,334,838

Add: Stock of finished products on 01-07-11 19,681,605 18,694,030

171,045,022 188,028,868 Less: Stock of finished products on 30-06-12 3,010,800 19,681,605

168,034,222 168,347,263 Add: Stock of Mould and Sagger on 01-07-11 18,011,424 17,814,342

186,045,646 186,161,605

Less: Stock of Mould and Sagger on 30-06-12 17,920,374 18,011,424

168,125,272 168,150,181 Total production 2,462 M.Ton 3,250 M.Ton Gratuity treated on cash basis.

Page-30

Total Total01/07/11 01/07/10

to to30/06/12 30/06/11

20.00 Administrative & Selling expenses: Tk.29,936,810.

Director's Emolument 3,435,424 2,772,040

Office Salaries 15,50,000+1569369 11,871,159 10,873,791

P.F. Contribution. 194,023 149,505

Gratuity 8,00,000+1000000 1,602,300 3,781,359

Travelling & Conveyance 1,043,959 1,075,370

Business Promotional expenses 1,413,392 818,550

Trade Fair expenses 3,468,633 1,862,185

Rent, Rates & Taxes 976,490 1,189,527

Postage, Telegram & Telephone 430,463 409,422

Printing & Stationery 137,761 685,580

Religious & Festival Expenses 61,900 53,360

Legal & Professional and Other fees 128,000 265,580

Audit fees 50,000 50,000

Bank charges 495,954 445,977

Forms & Fees 545,282 431,010

Motor Vehicles maintenance 412,940 508,950

Petrol, Oil & Lubricant 252,362 360,540

Office Maintenance etc. 158,229 130,170

Research & Development Expenses - 390,180

AGM & other meeting Expenses etc 1,429,110 1,495,330

Forwarding expenses - 12,655

Carriage outward 1,392,141 1,750,880

Entertainment expenses 177,997 180,570

Miscellaneous expenses 167,836 310,674 Depreciation 91,455 83,847

29,936,810 30,087,052

a) M.D.'s Remuneration was Tk. @ 150,000 per month.b)Office salaries increased due to implementation of national pay scale 2009. c) Gratuity treated on cash basis.

Page-31

Total Total01/07/11 01/07/10

to to30/06/12 30/06/11

21.00 Other Income:1,555,055.Sale of vehicales 1,301,742 0Interest on STD Account 62,670 0Interest on FDR STD 190,643 0

1,555,05522.00 Income Tax Expenses:2,805,135

Current year tax 2,805,135 3,006,328Shortfall provision of earliar year 0 618,875

2,805,135 3,625,203

23.00 Credit facilities:There was no credit facilities that has not been availed of at the date of Statement of Financial Position.

24.00 Trade Debtors Statement:

25.00 Aggregate amount due by Directors & Officers: There was no such amount in the Statement of Financial Position.

26.00 Capacity of the industrial unit:

27.00 Auditors Remuneration for auditing:The fees were for audit service only.

28.00 Sales - Item-wise:

29.00

Page-32

The company does not have credit sales. As such usual classification of debtors (good, bad, doubtful, secured/unsecured etc) was not needed.

i) Workers/Employees drawings Tk. 3000.00 or more per month 710 Nos.

ii) Workers & Employees drawing less than Tk. 3000.00 per month nil.

The factory is labour intensive. There are permanent labours as well as daily labours.

Number of employees drawing more than Tk. 3000 & less than Tk. 3000 per month:

The daily labour frequently changes and as such it is not possible to keep correct track by name to count the number annually. However on an average the following is number of workers/employees (permanent, daily).

Installed capacity - 4000 M/Tons. Capacity utilisation for the year was 61.55 % (Approx).as against 81 %(approx) of the previous year.

The company sells Stonewares under the brand name Classic Stone.

30.00 Claims against the company not acknowledgement as debt:There was no contractual claim against the company not acknowledged as debt.

31.00 Aggregate amount of contracts for capital expenditure:There was no contractor & contract for capital expenditure on 30-06-12.

32.00 Expenses incurred in Foreign Currency:

33.00 Value of imported Raw Materials:

34.00 Amount of Foreign Exchange Earned:

35.00 Lease Commitment :The Company has lease commitments amounting to Tk.64,327 per month for Jiggering Machine. . . . .

36.00 Basic Earnings per Share (EPS) : 30.06.12 30.06.11Basic earnings per shares has been calculated as follows:Earnings attributable to the Ordinary Shareholders Net Profit/(Loss) after tax 6,909,619 4,009,916 Divided by number of Ordinary Shares outstanding during the year. 6,460,650 6,460,650

1.07 0.62

37.00

Page-33

The value of imported raw materials was Tk.51,466,089.

There was no expenses in foreign currency for royalty, technical expert, professional advising fees, interest etc. except imported items of US$ 633,296 £4995.

During the year under review 5 (five) board meeting and three audit committee meeting were held and Directors present were paid Tk.4,000/= per meeting as Board Meeting Fee.

No amount of foreign exchange was earned during the financial year .

EPS ( Adjusted EPS of 2011)

38.00 Management information:Ratio analysis: 30.06.12 30.06.11.

Net Profit/(Loss)a) Net Profit/(Loss) - Turnover ratio = x 100

Sales6,909,619

= x 100 = 3.29% 1.91%210,196,455

Current Assetsb) Current ratio =

Current Liabilities104,830,169

= = 92.42:100 90.41:100113,424,661

Gross profitc) Gross Profit - Turnover ratio = x 100

Sales42,071,183

= x 100 = 20.02% 20.04%210,196,455

Salesd) Turn-over total Assets ratio = x 100

Total assets

210,196,455= x 100 = 95.01% 91.44%

221,225,995

Inventorye) Inventory turn-over ratio = x 100

Sales61,752,224

= x 100 = 29.38% 35.92%210,196,455

Net profit/(Loss)f) Return on Investment ratio = x 100

Net Investment6,909,619 x 100 6.70% 4.03%103,194,640

The annexed notes 1 to 37 form an integral part of these financial statements. These financial statementswere approved by the Board of Directors on 23th October 2012 and were signed on its behalf by:

25-10-2012Dhaka-1000.

Sd/-(Jamal Uddin Bhuiyan) ( A.K.M. Jahangir Khan)

Company Secretary

Page-34

Director

Sd/-

Sd/- Sd/-

(Chartered Accountants)(HUDA HOSSAIN & CO.)

As per report of date annexed

(Helal Uddin Ahmed) Managing Director

Balance as at

01-07-11

Additionduring the

year

Sales/Adjustment

Total as at30-06-12

Land and Land development 30,555,601 M M 30,555,601 Building & Civil constructions 76,270,182 PMQIVRM M 76,575,132 7.5%Plant & Machinery 173,376,800 OIPPQIVQM M 175,711,740 10%Deep Tube Well 906,594 M M 906,594 5%Electric Equipment 5,950,057 PURIMUM M 6,335,137 10%Car & other vehicles 7,428,959 SIRMMIMMM NIUNPIROM 12,115,439 20%Tools 338,065 M M 338,065 25%Office Equipment 1,674,679 OMITQU M 1,695,427 15%Furniture & Fixture 1,748,621 NSITRM M 1,765,371 10%Other Assets 44,472 M M 44,472 20%

298,294,030 9,562,468 1,813,520 306,042,978

Balance as at

01-07-11

Additionduring the

year

Sales/Adjustment

Total as at30-06-12

Land and Land development 0 M M - 30,555,601 Building & Civil constructions 42,190,700 OIRTUIUPO M 44,769,532 31,805,600 Plant & Machinery 134,713,437 QIMVVIUPN M 138,813,268 36,898,472 Deep Tube Well PRVIOQN OTIPSU M 386,609 519,985 Electric Equipment NIVOQISUM QQNIMQS M 2,365,726 3,969,411 Car & other vehicles 4,638,425 NIUSNINMT NIQPMIOSO 5,069,270 7,046,169 Tools 336,912 OUU M 337,200 865 Office Equipment 1,217,894 TNISPM M 1,289,524 405,903 Furniture & Fixture 1,114,380 SRIMVV M 1,179,479 585,892 Other Assets 42,930 PMU M 43,238 1,234

186,538,599 9,145,509 1,430,262 194,253,846 111,789,132

Notes:(a)

Mfg A/C & P/L A/C respectively.Depreciation charged on fixed assets for full year.Tk.9,054,054/= & Tk.91,455/=

SCHEDULE OF PROPERTY, PLANT & EQUIPMENT AS AT 30TH JUNE, 2012

(Refer to Note No.2.00)

Particulars

COSTRate of

Depreciation.


DHAKA-1000.

Particulars

DEPRECIATIONWritten

down value on 30-06-12

Page#35

STANDARD CERAMIC INDUSTRIES LTD. Amin Court (3rd Floor), 62-63 Motijheel C/A, Dhaka-1000.

PROXY FORM

I ……………………….................................………………………….……...……………………………………………… of……………………………………...........................……...…………...…………….. being a member hereby appoint Mr./Mrs./Ms. ………………………………..........................……....……...………………………………………………… of …………………………………………………................................……………………………………………………… as my proxy to attend and vote for me and on my behalf at the 28th Annual General Meeting of the Company to held on 26th December 2012 at 10.00 A.M and at any adjournment thereof. As witness my hand this ................................... ……….. day of 2012. ____________________ __________________________ (Signature of the Proxy) (Signature of the Shareholder) Date : Holder of _____________ Share(s) Dated : ____________________ ______________________ (Signature of the witness) Register Folio/BO ID No. Note: A member entitles 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 Head Office of the Company not less than 48 hours before the time fixed for holding the meeting.

SIGNATURE VERIFIED

__________________________ (AUTHORISED SIGNATURE)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

.

STANDARD CERAMIC INDUSTRIES LTD. Amin Court (3rd Floor), 62-63 Motijheel C/A, Dhaka-1000.

I, the under signed ............................................. or my Proxy or Mr./Mrs./Ms............................................. hereby record(s) presence at the 28th Annual General Meeting of 2012. Name of Shareholder: ................................................................... Address : …………………….........................………....……….. Numbers of Share: ................................ Register Folio/BO ID No. _____________________ _________________________ (Signature of the Proxy) Signature of the Shareholder

Note: Please fill-in the blanks & present the card at the entrance. Page-37

Revenue Stamp Tk. 8.00

Identification card to attend 28th AGM on 26.12.2012

standard ceramic industries ltd. · brief resume of above directors: (1) mr. nasiruddin ahmed-...

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