Corporate Directory

Chairman : Professor Dr. Muhammad Abdul Moyeen

Managing Director : Mr. Mohammad Abdul Moyeed
Director : Professor Mohammad Abdul Momen
Director : Ms. Ruhey Rawa
Director : Ms. Sumbal Azwad Momen
Director : Ms. Sana Kainat Moyeen
Independent Director : Professor Dr. A.H.M. Habibur Rahman
Independent Director : Mr. Mohammad Kabiruzzaman

Audit Committee
Chairman : Professor Dr. A.H.M. Habibur Rahman
Member : Professor Dr. Muhammad Abdul Moyeen
Member : Professor Mohammad Abdul Momen
Member : Mr. Mohammad Kabiruzzaman
Nomination and Remuneration Committee (NRC)
Chairman : Mr. Mohammad Kabiruzzaman
Member : Professor Dr. Muhammad Abdul Moyeen
Member : Professor Mohammad Abdul Momen
Chief Financial Officer : Mr. Md. Abu Amur Naheel
Head of Internal Audit and Compliance : Mr. Sumnoon Moheb
Company Secretary : Md. Wali Ullah
Management Committee
Mr. Mohammad Abdul Moyeed : Managing Director / CEO
Mr. Md. Abu Amur Naheel : Chief of Financial Officer (CFO)
Mr. Sumnoon Moheb : Head of Internal Audit and Compliance (HIAC)
Mr. Md. Wali Ullah : Company Secretary (CS)
Mr. Mohammad Karim Hossain : GM (MIS)
Mr. Nazmul Hossain Khan : DGM (Commercial)
Mr. Sherajul Islam Khan : DGM (Accounts)
Mr. Monirul Islam : AGM (Admin)
Mr. Muhammad Ali Chowdhury : Manager (Taxes)
Mr. Himal Pramanik : Assistant Manager (HRD)
Auditors
M/s. S.K. Barua & Co. : Chartered Accountants, Houser # 184 (Ground Floor),
Road # 2, New DOHS, Mohakhali, Dhaka-1206
Corporate Governance Auditor
M/s. N.M. Tareque and Associates : Cost and Management Accountants
Nakshi Homes (1st Floor), 6/1/A, Segunbagicha, Dhaka-1000
Bankers : Trust Bank Limited, Mutual Trust Bank Limited and
The Honkong and Shanghai Banking Corporation Limited
Corporate Office & Share Office : Pride Hamza (5th Floor), House # 54, Road # 1, Sector # 6, Uttara, Dhaka-1230
Cell No.: 01990409190 (Share Dept.), Fax: (8802) 222299147
E-mail: [email protected], web: www.pride-grp.com/hrt
Operational Office & Factory : 4, Karnapara, Savar, Dhaka
Annual Report 2022-23

2
 Annual Report 2022-23

Screenshot from 38th AGM held through Digital Platform

HR_Textile_Mills_Ltd._Zoom_VAGM_2023_RAW

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Virtual Annual General Meeting held on 18th January 2023

AGM Invitation to Our Shareholders

Virtual AGM 2021-22

Through Digital Platform
18th January 2023, Time: 11:30 am
Record Date 22nd November 2022

Helpline - AGM 2021-22

Md. Khaled Sifullah
Investor Relation Dept.
Cell: +8801990409190
E-mail: [email protected]

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Annual Report 2022-23

Letter of Transmittal

To
The Valued Shareholders
Bangladesh Securities and Exchange Commission
Registrar of Joint Stock Companies and Firms
Dhaka Stock Exchange Limited
Chittagong Stock Exchange PLC

Annual Report for the year ended 30th June 2023

Dear Sir(s)/Madam(s)

Enclosed please find a copy of the Annual Report together with the Audited Accounts including Statement
of Financial Position as at 30th June 2023 and Statement of Profit or Loss and Comprehensive Income,
Statement of Changes in Equity and Statement of Cash Flows for the year ended 30th June 2023 along with
the notes thereon of the H.R. Textile Mills Limited for your kind information and record.

Thank you.

Sincerely,

Md. Wali Ullah

Company Secretary

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 Annual Report 2022-23

Notice of the
39 th
Annual General Meeting
Notice is hereby given that the 39th Annual General Meeting (AGM) of the Shareholders of
H.R. Textile Mills Limited will be held on Tuesday, 23rd January 2024 at 11:00 am through
“Digital Platform” (https://hrtextile.bdvirtualagm.com) to transact the following businesses:

Ordinary Business
1. To receive, consider and adopt the Audited Financial Statements of the Company for the year
ended 30th June 2023 together with the Auditors’ thereon and the Directors Report;
2. To approve the proposal of dividend as recommended by the Board;
3. To elect / re-elect Directors;
4. To approve the appointment of the Independent Director;
5. To appoint Statutory Auditors of the Company for the year 2023-2024 and to fix their
remuneration;
6. To appoint Corporate Governance Compliance Auditors for the year 2023-2024 and to fix
their remuneration;
7. To consider approval of the contract for sale of fabrics to Related Party M/s. Fashion Knit
Garments Limited.
By Order of the Board

Date: 11/11/2023 Md. Wali Ullah

Company Secretary
Notes
a. The record/ book closure date was fixed on 4th December 2023. The Shareholders, whose names appeared in
CDS/ Company’s Register on the ‘Record/ Book Closure Date’ on 4th December 2023, will be entitled to
attend/participate and vote in the 39th Annual General Meeting through “Digital Platform” and to receive the
Dividend.
b. A member entitled to attend/participate and vote in the Annual General Meeting through “Digital Platform”, may
appoint a proxy to attend and vote in his/her behalf. The scanned copy of the Proxy Form, duly filled and stamped
with a revenue stamp of Tk. 20/- and signed by the member must be sent by email to [email protected] not
later than 48 hours before the commencement of the AGM.
c. Pursuant to the BSEC Notification No. BSEC/CMRRCD/2006-158/208/Admin/81: dated: 20th June 2018, soft copy
of the Annual Report 2022-23 will be sent to the respective shareholders’ email addresses as available with us. The
Annual Report 2022-23 will be available in the Company’s website at: www.pride-grp.com/hrt
d. Link for joining in the “Digital Platform” (audio-visual meeting) will be mailed to the respective shareholders’ email
address and sent SMS to their mobile number as available with us.
e. The Members will be able to submit their questions/comments and vote electronically before 24 hours of
commencement of the AGM and during the AGM.
f. In compliance with the Bangladesh Securities and Exchange Commission’s Circular No. SEC/CMRRCD/
2009-193/154; dated: 24th October 2013, No Gift/Gift Coupon/Food Box shall be distributed at the upcoming AGM
of the Company.

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Annual Report 2022-23

Annexure - 1

Directors’ Profile

Mr. Mohammad Abdul Moyeed Professor Mohammad Abdul Momen

Managing Director Director
Mr. Mohammad Abdul Moyeed obtained B.Sc Professor Mohammad Abdul Momen is a B.Com
Engineering (Chemical) from BUET. He started his Hons M.Com in Finance and has obtained his MBA
business career early in life. Mr. Moyeed has 47 years degree from Drake University, USA. He started his
of experience in trade and is now considered an business career during his student life. Professor
authority in the field of textile processing and Momen has 43 years of experience in business and is
finishing in Bangladesh, with a proven and excellent also a renowned professor of the Institute of
entrepreneurial track record. Mr. Moyeed is the Business Administration (IBA) at the University of
Managing Director of H.R. Textile Mills Limited and Dhaka for the last 3 decades and involved with Pride
also Non-Executive Director of Dacca Textiles Group since its inception. Professor Momen is well
Limited, Fashion Knit Garments Limited, Pride known among the business community, the
Limited, Pride Spinning Limited and Pride Properties financial sector and amongst academicians.
Limited and under his dynamic leadership all the Professor Momen is also a Non-Executive Director of
industrial ventures of this group are marching Dacca Textiles Limited, Pride Limited, Pride Spinning
towards progress and prosperity. He is involved in Limited and Pride Properties Limited. Additionally,
different social development works through a host he is the Chairman of Fashion Knit Garments Limited.
of social organizations.

Ms. Ruhey Rawa

Professor Dr. Muhammad Abdul Moyeen
Director
Director
Ms. Ruhey Rawa obtained her education from the
Professor Dr. Muhammad Abdul Moyeen is a B.Com
United Kingdom. Ms. Ruhey Rawa is working with
(Hons), M.Com in Management and Ph.D from the
H.R. Textile Mills Limited since 2006. She is the
University of Glasgow. Dr. Moyeen has 45 years of
daughter of Mr. Mohammad Abdul Moyeed, the
professional and entrepreneurial experience and is
Managing Director of H.R. Textile Mills Limited.
now regarded as an Industry Thought Leader on
operations, organization & strategic management.
He has been involved with Pride Group as its director
since inception. Dr. Moyeen is the Chairman of H.R Ms. Sumbal Azwad Momen
Textile Mills Limited and Non-Executive Director of Director
Dacca Textiles Limited, Fashion Knit Garments Ms. Sumbal Azwad Momen obtained her BA (Hons)
Limited, Pride Limited and Pride Properties Limited. in Economics from Smith College, one of the highest
Dr. Moyeen is also the Chairman of Pride Spinning ranking colleges in the USA. Ms. Sumbal joined H.R.
Limited. Dr. Moyeen additionally serves as a Textile Mills Limited in 2006. She is the daughter of
Professor at the University of Dhaka. He is the Professor Mohammad Abdul Momen, Director of
recipient of several international awards in his H.R. Textile Mills Limited. She has been involved in
capacity as a professor & entrepreneur. the day to day activities of the group since 2011.

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 Annual Report 2022-23

Ms. Sana Kainat Moyeen founder Director, Bureau of Business Research and
Director Supernumerary Professor. Honorary Professor,
University of Dhaka. He was the Chairman, Board of
Ms. Sana Kainat Moyeen has obtained her BA (Hons) Directors, Sonali Bank Ltd and B.S.R.S. He is involved
UK, M. Phil (Oxford), UK. Ms. Sana Kainat Moyeen in different social development works through a
also oversees the business of H.R. Textile Mills host of social organizations.
Limited alongside her doctorate studies at the
University of Oxford, one of the most prestigious
institutions in the world. She is the daughter of
Professor Dr. Muhammad Abdul Moyeen, Chairman Mr. Mohammad Kabiruzzaman
of the company. Independent Director

Mr. Mohammad Kabiruzzaman, S/o: Md.

Professor Dr. A.H.M. Habibur Rahman Nuruzzaman (Ex. Addl. Secretary, GOB) was born in a
Independent Director respectable Muslim family of Dhaka. Mr.
Kabiruzzaman obtained is a B.S.S (Hons), M.S.S in
Professor Dr. A.H.M. Habibur Rahman obtained Public Administration from University of Dhaka. He
B.Com (Hons) and M.Com from University of Dhaka. has also attended various seminars/ workshops/
He did his Ph.D in Industrial Finance from Durham conferences both at home and abroad. He has over
University, England in 1969. Dr. Rahman also did Post 39 years of business experiences in both local and
Graduate Diploma in Business Management from International trade and worked in the top
Brunel, England. Management position for about 23 years in the one
of the largest business conglomerates of
Professor Dr. Rahman served the University of Dhaka Bangladesh.
for nearly 44 years in different capacities from 1970 to
2016. Dr. Rahman has an excellent record of With the closing of NIIT business, he was again
achievement during his entire service career. His major transferred to Beximco Holding Ltd. After a while,
research publications (National and International) are was associated with Beximco Media, GMG Airlines
in industrial finance, entrepreneurship and small and eventually transferred to Beximco Ports Ltd as
enterprise development, technology and Productivity, COO in 2010. While he is presently working as Chief
education and employment, labour market adjustment Operating Officer (COO) of Beximco Ports Ltd, he was
process. He is a pioneer in entrepreneurship also for some time engaged with Beximco Power Ltd
education & research in Bangladesh. He took initiative (Solar Power Project) - a sister concern of Beximco
to introduce entrepreneurship in different levels of Group. Prior to this he was also COO of Beximco
the education system in Bangladesh. He is the first Systems Ltd., IT Company in collaboration with NIIT
author of almost all textbooks on entrepreneurship India, he was also an Independent Director of H.R.
at different levels of the education system in Textile Mills Ltd from 2014 to 2020 and now
Bangladesh. Independent Director of the company. He is
involved in different social development works
Professor Dr. A.H.M. Habibur Rahman is an eminent through a host of social organization.
academician and former Dean, Faculty of Business
Studies, founder Chairman, Department of Finance,

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Annual Report 2022-23

H.R. Textile Mills Limited

Operational Highlights
General Information Financial Information
1. Year of Incorporation 1984 1. Authorised Capital 1,000.00 Million
2. Converted into Public Ltd. Co. 1995 2. Paid-up Capital 292.22 Million
3. Initial Public Offering of Share 1996
4. Enlistment with DSE and CSE 1997
5. Member of BAPLC 2014
6. Market Lot 1
7. Market Category A
8. Electronic Share Yes
Five Years Statistics
For the year ended (Taka in million)
Particulars
2022-23 2021-22 2020-21 2019-20 2018-19
Operations Results
Turnover 2,329.88 2,993.61 3,051.91 2,249.51 2,358.17
Gross Profit 364.89 433.86 440.01 320.06 331.18
Operating Profit 37.78 101.07 106.53 50.37 67.87
Net Profit before tax 42.30 97.67 101.88 44.74 65.55
Net Profit after tax 15.91 74.18 73.03 28.16 46.47
Earnings Per Share (EPS) (Actual) 0.54 2.79 2.89 1.11 1.84
Earnings Per Share (EPS) (Actual) (Restated) 0.54 2.54 2.75 - -
Cash Dividend 5% 5% 5% 10% 10%
Stock Dividend - 10% 5% - -
Cash Inflows from Operating Activities (414.12) 139.37 99.47 (186.57) (148.88)

Financial Details 2022-23 2021-22 2020-21 2019-20 2018-19

Total Assets 4,677.99 3,979.54 3,760.59 3,525.17 2,771.66
Fixed Assets 2,458.70 2,352.34 2,201.96 1,556.04 1,475.40
Reserve and Surplus 915.38 939.16 890.12 829.32 813.49
Working Capital 1,124.22 523.29 223.33 204.46 220.23
Authorised Capital 1,000.00 1,000.00 1,000.00 1,000.00 1,000.00
Shareholders' Equity 1,207.60 1,204.81 1,143.12 1,082.32 1,066.49
Paid up Capital 292.22 265.65 253.00 253.00 253.00
Long-term Loan 2,510.82 1,615.93 1,186.63 1,175.51 705.83

Key Financial Ratios, Figures and Market Data

Current Ratio (Actual) 2.37 1.51 1.17 1.18 1.25
Return on Investment (% in Actual) 0.34 1.86 1.94 0.80 1.68
Net Assets Value Per Share (NAV) (Actual) 41.33 45.35 45.18 42.78 42.15
Market value of share (at DSE) 115.90 Closing value per share
Market value of share (at CSE) 115.90 Closing value per share
Price Earnings Ratio (Based on DSE price) (Times) 0.43 The Financial Express on 4th December 2023
Price Earnings Ratio (Based on CSE price) (Times) 0.43 The Financial Express on 4th December 2023

Other
Number of shares - Paid-up 29.22 26.57 25.30 25.30 25.30
Number of shareholders as on 30th June (Actual) 11,822 12,305 11,080 12,303 12,679

8
 Annual Report 2022-23

Message from the Chairman

For the year ended 30th June 2023

At this stage of business and also in our daily lives,

we are affected by a new situation of Ukraine-Russia
war and the consequent restrictions on import to
curve upward trend of foreign exchange rates. All
these shall have impact in our current and future
business.

“Bismilla-Hir Rahmanir Rahim”

As per the Articles of the company, I have the
pleasure to present before you the Directors Report,
Distinguished Shareholders
the Audited Financial Statements of the company
As-salamu Alaykum Wa-rahmatullah!
for the year ended 30th June 2023, along with the
I have the pleasure to welcome you at the 39th report of the auditors for your consideration. The
Annual General Meeting of your company through board profoundly acknowledges and appreciates
Zoom. A meeting on the online platform has proved your continued unwavering support for the smooth
to be beneficial and effective to the stakeholders in functioning and growth of the company.
many ways. As such, the regulators have permitted
With best wishes for the time ahead
and encouraged companies to hold meeting using
digital platform. A breed of new professionals
participates in the virtual annual general meetings
as Scrutinizers to oversee that the meetings are
being conducted in compliance with all related rules Professor Dr. Muhammad Abdul Moyeen
and regulations. Chairman

Since we last met, we have lost some of our relatives,

neighbours and friends at home and abroad. On
behalf of the Board of Directors I express my
heartfelt condolence to the bereaved families,
relatives and friends of those of who have passed
away during this period. May Allah, the Almighty,
rest the departed souls in eternal peace and bestow
unto us His infinite Rahmat and Barakat in all spheres
of our lives here and hereafter.

9
 Annual Report 2022-23

Report of the Board of Directors

For the year ended 30th June 2023

1.0 The Company

You are aware that H.R Textile Mills Limited (HRTM)
was established in 1983 on Dhaka Aricha highway
with the main objective of operating as a composite
knit manufacturing company for the export market.
With a paid-up capital of Tk. 10 crores, the company
“Bismilla-Hir Rahmanir Rahim” went public in 1996 for raising additional Tk. 10
crores from the public without any premium,
Distinguished Shareholders although the asset value of the company was quite
As-salamu Alaykum Wa-rahmatullah! higher at that point in time. The company has been
Alhamdu Lillahe Rabbil Aalamin paying dividends regularly in the range of 10% to
15% with a few exceptions of 5%. The paid-up
We are happy to welcome you at the 39th Annual capital of the company is now Tk. 292,215,000 and
the company enjoys franchise value in the market
General Meeting of the company. As desired by the
and is listed with both bourses of the country.
Regulators and given the current environment it is
expeditious to conduct this meeting through digital
2.0 The Board
platform. We hope you are in good health and spirit.
We passing through a very difficult time both 2.1 Composition
nationally and globally in terms of environmental, The Board of the company is consisted of eight
social and turbulent economic situation. Directors, including two independent Directors. The
Board members, having wide experience in the field,
Keeping in view the participation of many are supported by a young generation of
shareholders through Zoom, we are now placing professionals, who are equipped with knowledge of
before you, to receive and consider the Audited modern business technology and sustainability. This
Financial Statements of the Company for the year Board is supported by two independent directors,
ended on 30th June 2023, together with the who have a scholarly background and come with
Auditors’ Report and Directors’ Report herewith. years of knowledge in business management. The
Considering a good number of new shareholders, overall day to day operation is being looked after by
we have prepared our report with the facts and the Managing Director under the overall broad
information of the company with related guidance of the Board. The highlights of the
Directors’ background are shown as Annexure-1.
background

10
 Annual Report 2022-23

2.2 Philosophy and Policy Remuneration Committee vis a vis the requirement
The Board principally guides the company on of BSEC approved the appoint Mr. Md.
long-term strategy and policy issues, while the key Kabiruzzaman in the vacant position of Independent
decisions of the business operations remain with Director for a term of three years subject to approval
top management. However, in very specific cases, of the shareholders at the 39th Annual General
the non-executive board members assist the Meeting. A brief profile of Mr. Md. Kabiruzzaman is
management in resolving those issues, in order to given on page # 7 of the Annual Report.
keep the company updated and to ensure
promotion of business, through quality products 2.4 Retirement and Re-election of Directors
and process excellence. More specifically, the Board As per the Articles of Association of the company,
members keep an eye on industry trends and broad one-third of the directors, who have served the
policy issues, and suggest appropriate actions that longest time in office since their last election, will
need to be taken. The Board members maintain retire every year. In pursuant to Article of the
close liaison with buyers and review the business company, Ms. Sumbal Azwad Momen and Ms. Sana
developments nationally and internationally. The Kainat Moyeen directors of the company, will retire
Directors also maintain liaison with banks for and, being eligible, have offered themselves for
funding and non-funded financial facilities at better re-election
terms. They also participate in the expansion 2.5 Meetings
programs, cost reduction strategies oversee the The Board meetings are organized as and when
business expansion of programs, review of required, keeping in view the minimum requirement
compliance related issues etc. All these are done specified law. During the year under report, the
through the Board meetings along with the top company organized 5 meetings. The attendance of
executives. the Directors, along with the remuneration paid to
2.3 Independent Director them, appears as follows:
The two independent directors of the board are Sl Name of No of No of Fee
actively participating in the Board and Committee No the Directors meetings meetings Paid
meetings. The selection of an independent director held attended Taka
is done through extensive search. In compliance 1 Professor Dr. M. A Moyeen 5 4 20,000
with the BSEC regulations, the persons having
2 Mr. M. A Moyeed 5 5 25,000
knowledge and experience relevant to the strategic
and operational needs the company are being 3 Professor M. A Momen 5 5 25,000
selected as independent directors. Keeping in view 4 Ms. Ruhey Rawa 5 5 25,000
the BSEC Guidelines one of the independent 5 Ms. Sumbal Azwad Momen 5 5 25,000
Directors is heading the Audit Committee while the
6 Ms. Sana Kainat Moyeen 5 3 15,000
other Independent Director is heading the
Nomination and Remuneration Committee. 7 Professor Dr. A.H.M. Habibur Rahman 5 5 25,000
8 Professor Dr. Md. Zakir Hossain
In order to fill up the vacancy created out of the Bhuiyan 5 4 20,000
resignation of Professor Dr. Md. Zakir Hossain
Bhuiyan, the Chairman invited the members to In addition to the board members, Mr. Md. Abu
propose names of persons who can serve the Amur Naheel, Chief Financial Officer, Mr. Sumnoon
company with knowledge and acumen. It was also Moheb, Head of Internal Audit & Compliance, and
informed to the Board that the Remuneration Mr. Md. Wali Ullah, Company Secretary, attended the
Committee proposed the name of Mr. Md. Board meetings regularly.
Kabiruzzaman, S/o. Mr. Late Md. Nuruzzaman,
qualification B.S.S. (Hons), M.S.S. Major in Public 3.0 Business Operations
Administration, having 39 years of experience in Your company is a composite knit garments
business as replacement of Professor Dr Zakir manufacturer. The RMG sector has been passing
Hossain. The Board reviewed the proposal of the through many challenges. It is continuously losing
competitiveness due to product price, environment

11
 Annual Report 2022-23

and social factors imposed by various stakeholders of human resource and the maintenance of
including the regulators and the buyers. Historically, sustainable environment offer the greatest leverage
Bangladeshi regulators have adopted time-based in maintaining stable, consistent and fully compliant
pay instead of piece-rates, hence, wages could not production process in your company. Your company
have been linked with performance. Consequently, has progressed significantly in these areas.
wages increases have utterly failed to yield any
4.3 Statement of Compliance as a Corporate PLC
meaningful increase of labour productivity. Thus,
As stated earlier, HRTML is listed with both the
value generation have increasingly become costlier
bourses of Bangladesh, and complies with all
thereby stripping off the competitive advantage
regulatory requirements. The reporting of required
that Bangladesh once had! Labour and energy costs
compliances thereon, appears in the following
escalations have begun to seriously threaten the
paragraph.
very existence of the industry. Additionally, given
the inconsistent and inadequate supply of power 4.4 Accountability and Audit
and fuel (natural gas and its alternatives) the HRTM, being a reputed company in the knit sector, is
factories could only utilize a very small fraction of under scanner of all stakeholders through payment
their installed capacities. Consequent to running to suppliers, bankers, shareholders which are looked
operations with a low-capacity utilization, have led into by the internal audit team, top management,
not only to cost escalation but also in failures of regulators, financial institutions and the buyers. The
delivery and quality commitments to the buyers. buyers are careful throughout the year to see that
This has further weakened the competitiveness of the company is operating with full compliances.
the industry. However, with the resolution of the Therefore, the company has taken all out measures
energy problem the growth potential of the sector to keep compliant from all corporate aspects.
still remains in product and market diversification. 4.5 Financial Reporting
The management of your company has been Your company is careful to see that the financial
relentlessly working toward this end and have statements are prepared in line with the
successfully added outer wear and woven garments requirements of Bangladesh Financial Reporting
into its existing product basket. Further, your Standard (BFRS), Bangladesh Accounting Standard
company has successfully negotiated with buyers (BAS) and other related local legislations. The above
from India, a non-traditional market, in its effort to covers the annual financial statements as well as
diversify market. Strong initiatives are currently quarterly unaudited financial statements. The very
been taken to further strengthen efforts into recently introduced Document Verification System
non-traditional markets. (DVS) by the ICAB has added value to the finance
management system of the companies. HRTM keeps
4.0 Compliances itself always compliant.
4.1 BSEC notification on Corporate 4.6 Financial Review
Governance Code The company regularly reviews its financial position
HRTML has been a publicly listed company since through standard measures and procedures. Since a
1996, and is a company that complies strictly with number of banks and financial institutions are
Corporate Governance Rules. The compliance status involved with the company having specific
is shown Annexure-C (page-27) of this Report. repayment schedule, the management is required to
keep the financials under everyday care in order to
4.2 Compliance in Production Process avoid mismatch of payment which warrants
In the production process, the buyers’ requirements collecting the sale proceeds, repayment of liabilities,
on compliance remains the topmost priority. monthly worker payments and to keep the
Achieving consistent compliance of buyers’ company’s commitment with the suppliers. The
requirements in terms of quality of fabric, style, above forms the basis for external reporting and
colour, production process, is remains one of the top presentations, and to also provide quality assurance
challenges for the management. The management for the financial reporting.

12
 Annual Report 2022-23

4.7 Statutory Audit 4.11 Secretarial Standards

The auditing of financial statements of the Company HRTM complies with all the Bangladesh Secretarial
is governed by the Companies Act 1994 and Standards (BSS) as issued by The Institute of
Securities and Exchange Rules 1987. As per these Chartered Secretaries of Bangladesh and adopted by
Regulations, auditors are appointed at each Annual BSEC as guidelines for the listed companies
General Meeting (AGM) and their remuneration is
4.12 Scrutinizers
also fixed by the shareholders at the AGM.
The company also complies the new requirement of
Appropriate attention is placed as per corporate
appointing independent scrutinizer to maintain
governance and best practices guidelines to ensure
records of AGM. The independent scrutinizer is
independence of statutory auditors.
present in this meeting to report the same to BSEC as
In the Last AGM, M/s SK Barua & Co, Chartered part of compliance.
Accountants was appointed as new Auditors of the
company after expiry of the three years audit term of 5.0 Committee Reports
M/s Rahman Mostafa Alam & Co, Chartered
Accountants. The new auditors, after carefully 5.1 Board Committees
reviewing the systems and procedures in a great The Board has established three board committees
detail, has identified some points requiring and has delegated some of its responsibilities to
improvement in the system which needs attention those committees. The committees are Audit
of the management. The Board has instructed the Committee, Nomination and Remuneration
top management to address those issues after Committee and the Management Committee.
carefully examining the regulatory requirements 5.2 Audit Committee
and to take corrective actions in order to make the The Audit Committee is a Sub-committee of the
Financial System of the company more transparent Board and has been formed in pursuance of BSEC
and qualitative. circular, to review the activities of business from
4.8 Compliance with other Rules and Regulations independent perspective which is headed by an
The Company provides a complete set of financial independent director. The role of the Audit
statements and relevant documents to the BSEC, CDBL, Committee is to monitor the integrity of the
NBR, RJSC, DSE and CSE. The CFO and Company financial statements of the company and review
Secretary always accommodate any queries that are when appropriate, make recommendations to the
raised by different regulators during the year. Board of Directors on business risks, internal
controls, governance issues and compliance. The
4.9 Compliance with Bangladesh Labour Law committee satisfies itself by means of suitable
The Company has complied with the relevant steps and appropriate information, that proper
conditions of Bangladesh Labor Act 2006 (as and satisfactory internal control systems are in
amended in 2013) in respect of Workers’ Profit place to identify and contain business risks and
Participation Fund (WPPF) and Workers’ Welfare that the company’s business is conducted in a
Fund (WWF), Provident Fund, and Gratuity etc. proper and prudent manner.
4.10 Restriction on dealings in HRTM Shares by Insiders The Audit Committee comprises four members
The Company has established restrictive policies on and of them, two are independent directors. A
trading of HRTM shares by Directors, Employees and detailed report of the Audit Committee is enclosed
other insiders. The securities laws also imposed as Annexure - 2.
restrictions on similar transactions. All Insiders are
5.3 Nomination and Remuneration Committee
prohibited from trading in HRTM shares, while in
The Nomination and Remuneration Committee
possession of unpublished price sensitive information
consists of three Directors including one
in relation to the company during the prescribed
Independent Director as its Chairman. The
restricted trading period. Directors and employees are Committee acts as per the terms and conditions of
also required to notify their intention to trade in HRTM the Corporate Governance Code of BSEC. A report of
shares prior to initiating the same. the Committee is enclosed as Annexure-3.

13
 Annual Report 2022-23

5.4 Executive Committee Tk. 8.35 million of un-appropriated profits will be

The Executive Committee consists of the senior used to meet the working capital requirement of the
management officials of the company who are company as well to finance the developmental
assigned with specific responsibilities to assist the works.
Managing Director in the management of day to day
affairs. The Committee is headed by the Managing 6.3 Risk and Concerns
Director. The Executive Committee endeavors to H.R. Textile Mills Limited, as a manufacturing unit in
achieve the strategic goals and mission of the the garments and textiles industry, is vulnerable to
Company set by the Board of Directors. global and domestic adversities and threats.
International trade tensions, sanctions, working
5.5 Division of work for the Board and Managing hazards of the local textile industry indicate
Director significant business risks. The country’s exporters are
The Board has specified the role and responsibility of accustomed to such risks and have learned to cope
the Managing Director in order to maintain smooth with the situation. The Board of Directors assures its
performance and transparency. The company has shareholders that the company has a competent risk
also adopted “Governance Guidelines” for the management process to ensure that the system of
Managing Director. The Managing Director is the internal control is sound in design and has been
authoritative head for day to day management. He effectively implemented and monitored. The audit
acts to reasonably ensure that the company operates committee supports the board in monitoring
business as per the Articles of Association (AOA), activities of management and deals with risk
decisions made by the Board and Shareholders, as management issues also. As one of the pioneers of
well as according to Policies and Procedures and the sector, the company is confident in minimizing
applicable regulatory legislations. the risks and optimizing the benefits.
6.4 Interim Dividend
6.0 Company Policies and Declarations No interim dividend was declared by the Board of
Directors during the year 2022-23.
6.1 Initial Public Offering (IPO), Repeat Public
6.5 The company as Going Concern
Offering (RPO), Rights Share Offer
“Going Concern” is a concept which means that the
The company has no Initial Public Offering (IPO)
amount spent by a company in terms of assets are
during the financial year 2022-23. At present the
considered to be good, not for sale and expected
company does not have any plan for Repeat Public that the assets will continue to generate sufficient
Offering (RPO), in the near future. revenue to meet expenses connected with business.
Your company has been in existence since 1983 and
6.2 Dividend Policy/ Dividend acquired adequate resources to continue its
The Board of Directors has a Dividend Policy which is operational existence in the foreseeable future.
based on the company's performance and long-term Therefore, the financial statements are prepared on
objectives. The policy has been developed keeping the basis of the Going Concern Concept.
in view the annual performance, its retained earning
position, balance of dividend equalization fund vis a 6.6 Related Party Transactions
vis cash flow of the company to support the Related party means if one party has the ability to
payment. control the other party or exercises significant
influence over the other party in making financial
During the year under report, the company earned and operational decisions and include associated
companies with or without common Directors and
profit after tax of Tk. 15,910,220. Out of the above the
key management positions. The Company has
Board recommended a cash dividend of Tk. 0.50 (i.e.,
entered into transactions with other related entities
5%) per share of Tk. 10 for general shareholders in the normal course of business that fall within the
other than sponsors/ directors’ shareholders against definition of related party as per Bangladesh
15% dividend (5% cash and 10% stock dividend) per Accounting Standard 24: “Related Party Disclosures”.
share in the last year. The above would require a cash Details of these transactions are set out under Notes
outflow of Tk. 7.56 million. The balance amount of to the Financial Statements.
14
 Annual Report 2022-23

6.7 Employees’ remuneration Policy: 7.0 Corporate Governance (CG)

The objective of the Company’s remuneration policy 7.1 Corporate Governance Statement
is to attract, motivate, reward and retain quality staff.
The Board ensures that the remuneration policies The buzz word Corporate Governance (CG) is one
are in line with the strategic objectives and of the words of “ESG” which has created significant
corporate values of the Company, and do not give impact in the management of a corporate global-
rise to conflicts between the objectives of the ly. Principally the Board of Directors is responsible
Company and the interests of individual Directors for proper governance which includes setting out
and key executives. strategic aims, providing the necessary leadership
to implement such aims, supervising the manage-
The total compensation package for employees ment of the business and reporting to the share-
comprises salary, and other benefits. In determining holders on their stewardships. The company is
the composition of the package, the nature of the committed to continually reviewing all corporate
role performed and market practice are taken into governance policies and practices to ensure the
consideration. In order to ensure that its ongoing transparency of the company’s practices
remuneration package is competitive, the company and the delivery of high standards and quality
regularly reviews its base salary ranges and benefits information to stakeholders.
package based on market data. The company also
follows the wages policy as suggested by the CG and its focus remained as a priority of the
Government. Board. In order to exercise clarity about directors’
responsibilities towards the shareholders, corpo-
6.8 Policy on Employee’s Participation in rate governance must be dynamic and remain
Management focused on the business objectives of the compa-
ny. Keeping this in mind, clear structure and
HRTM believes that the employee’s participation in
accountabilities supported by well understood
the decision-making process gives employees
policies and procedures to guide the activities of
mental and psychological satisfaction and thereby
the Company’s management have been
increases their involvement in the affairs of the
designed.
organization, which contributed to the overall
development of the company. The objectives of
7.2 CG Framework
employee participation in management are:
The BSEC now considers Good Corporate Gover-
 To prevent the employees from being exploited nance practices as essential to keep the company
by the superiors within the organization. in line with the business requirement. Your
 To have democracy in the organization. company operates within a comprehensive
governance framework. The Board continuously
 To lead to effective growth and development of reviews its corporate governance framework to
the workforce. ensure its relevance, effectiveness and sustainabil-
 To encourage the employees to express their ity in addressing the future business challenges.
ideas and suggestions.
7.3 Board Practices
 To make improvements in the overall working The Directors of the Board are appointed by the
environmental conditions. Shareholders at the Annual General Meeting
 To make provision of opportunities among the (AGM) and accountable to the shareholders. The
employees for self-expression leading to Board is responsible for ensuring that the business
institutional peace, good relations and increased activities are soundly administered and effectively
co-operation. controlled.

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 Annual Report 2022-23

The Directors of the Board keep themselves for treating waste water to release treated water
informed about the Company's financial position within the permissible limits set by the Depart-
and ensure that its activities, accounts and asset ment of Environment of Bangladesh. The factory
management are subject to adequate control. The generates its own electricity with power genera-
Board also ensures that Policies and Procedures tors utilizing natural gas, which creates less pollu-
and Codes of Conduct are implemented and tion. We are co-generating steam from the exhaust
maintained, and the Company adheres to gener- of our gas fired generators. The underground
ally accepted principles for good governance and water table is also being recharged with harvested
effective control of Company activities. rainwater. We are recovering the heat from our
waste water to preheat our process waters. We are
7.4 Corporate Governance Compliance Audit soon to operate a fully automated biological
As per the BESC’s notification, the Auditors are effluent treatment plant. Our efforts at environ-
appointed at each Annual General Meeting (AGM) mental sustainability also include reduction of our
and their remuneration is also fixed by the share- energy consumption by using LED lights and
holders at the AGM. The Report of the Auditors is inverters in all the machineries that we use.
enclosed as Annexure-B.
9.2 Health and Safety
8.0 Business Development HRTML is committed to provide a healthy and
HRTML is engaged in export business and hence risk-free environment for its employees, custom-
linked with the international market. Global ers, contractors, suppliers, visitors, etc. We have
market behavior is guided by fast fashion made it compulsory that all sites must maintain
forecasts and technological domination every safety helmet, safety belts, safety nets, fire extin-
day. These challenges were faced continuously in guisher, oxygen cylinder, mask, first aid box etc.
achieving our objectives to capture a greater
market share amidst the advent of newer printing 10.0 Financial Management
and dyeing houses. Our business development 10.1 Monitoring
team is in close touch with the market pulse and HRTM practices internal control systems which are
keeps flexible policy to adopt these challenges updated, adjusted and is monitored regularly.
with effective tools like innovation based on new Ongoing monitoring activities are conducted
trends and thoughts. We could seize greater through regular management activities. The
market values implementing unique ideas, Internal Audit Team has been set throughout the
processes and the current trends. In attaining our year for the above purpose. The internal audit
goals, we ensured a good bonding language department is responsible to provide an objective
among the buyers, suppliers and us. and independent view of the effectiveness of
operational and financial controls and procedures,
9.0 Environmental issues as well as management action in dealing with
issues of control. The internal audit function moni-
9.1 ESG Issues tors the presence of the components of the
The environmental issues, as a part of ESG (Envi- internal control system and reports to the Audit
ronment, Social responsibility and Governance) Committee of the Board.
are playing a significant role in all the spheres of
company operation. The above have been further 10.2 Internal Audit
intensified during the pandemic situation. We are HRTM has Internal Audit Department which is
working to bring every operation in the factory independent of business operation. It operates
under strict environmental regulations. The with a risk-based methodology, ensuring that the
knitting section has taken care of controlling dust key risk factors are appropriately taken care of. Its
emanating from the yarn in the knitting process, responsibilities include reviewing and reporting
the effluent treatment plant (ETP) is responsible on the effectiveness of risk management systems

16
 Annual Report 2022-23

and internal control with the Executive Commit- It also ensures immediate publication of such
tee, the Audit Committee and ultimately to the information/decision in two widely circulated
Board. Internal Audit facilitates oversight of risk daily newspapers, one in Bangla and the other in
and control systems across the company. English and in one on-line news portal as per
requirement. The communication is done
10.3 Fairness of Financial Statements through e-mail/Fax and by special messenger,
The financial statements together with the notes and through courier service in special cases.
thereon have been drawn up in conformity with
the International Accounting Standards/ Financial 11.2 Disclosure on the performance and prospect
Reporting Standards, Companies Act 1994 and of the Company
Securities and Exchange Rules 1987. These state- HRTM has been following the policy of informing
ments present fairly the Company’s state of all price sensitive information within 2 hours of
affairs, the results of its operations, cash flow and the decision or immediately upon getting such
changes in equity. Financial statements are also information to the BSEC and the bourses. It also
reviewed by the stock exchanges when it is ensures immediate publication of such informa-
published. They also raise various queries and the tion/decision in two widely circulated daily news-
company uses them to satisfy them with appro- papers, one in Bangla and the other in English and
priate explanations. in one on-line news portal as per requirement.
The communication is done through e-mail/Fax
10.4 Related Party Transactions and by special messenger, and through courier
In order to maximize the capacity utilization in the service in special cases.
fabric section HRTM supplies fabric to Fashion
Knit Garments Limited (FKGL) as “Deemed 11.3 Communications with Shareholders
Export”. The FKGL is owned by three sponsor Your company management is always careful to
directors of the company. However, the transac- maintain liaison with its shareholders. The compa-
tions between HRTM and FKGL are being trans- ny encourages communication with shareholders
acted on Arm’s Length Basis and at market price. throughout the year and welcomes their partici-
The above transactions are being guided by the pation at the shareholders’ meeting. The company
agreement signed between the companies. also ensures that the queries are fully responded
to their satisfaction throughout the year. The
10.5 Accounting Policies quarterly financial results and all other informa-
The company follows appropriate accounting tion are published and Annual Reports are sent to
policies consistently in preparation of these finan- the shareholders by post. The soft copy of the
cial statements and the accounting estimates are Annual Report is also made available on the
based on reasonable and prudent judgments. company’s website.
10.6 Preparation of the financial statements 11.4 Directors Remuneration
The Financial Statements were prepared in accor- Other than the Managing Director, none of the
dance with the applicable International Accounting non-executive directors are paid any remunera-
Standards (IASs) and International Financial Report- tion except the meeting attendance fee of Tk.
ing Standards (IFRSs) as adopted by the Institute of 5,000 per attendance. The Managing Director is
Chartered Accountants of Bangladesh (ICAB). paid his monthly remuneration as shown in the
Financial Statements. The non-executive direc-
11.0 Transparency tors, including the independent directors do not
11.1 Price Sensitive Information receive benefits of any other kind, from the
HRTM has been following the policy of informing company. All information provided to the BSEC
all price sensitive information within 2 hours of and Stock Exchanges are immediately made
the decision or immediately upon getting such available to the Shareholders on our company
information to the BSEC and the Stock Exchanges. website: www.pride-grp.com/hrt

17
 Annual Report 2022-23

12.0 Corporate Social Responsibility ing services as and when required. The company
has good relations with all the suppliers. Before
12.1 Customers payment the quality of services and timely
Your company takes care to maintain a good completion of the services are considered.
relationship with its stakeholders. The linkage
with the customers plays a very important role in 12.5 Regulators
running any sustainable enterprise which is more The Regulations and the Regulators are the part
important in the case of the export market. A of the operation of listed companies. HRTM is
significant amount of time and efforts of the required to maintain close liaison with the regula-
Directors and senior management are placed to tors such as BSEC, RJSC and others vis a vis other
promote and develop the customer relationship. quasi regulator like DSEL, CSE PLC, CDBL, Trade
Having many stringent requirements of the associations like BGMEA, BKMEA, licensing
customers, the management tries its best to keep organizations etc. with the main objective of
the existing customers on board and also to bring working as good corporate citizen with significant
new customers for the products with quality and franchise value. The company management is
innovation. always in favor of complying with all rules and
regulations of the business as well as satisfying
12.2 Community other queries as when asked for.
HRTM is a corporate citizen and as such it maintains
healthy relationships with the local community, 12.6 Financial Institutions
local political organizations, social organizations Your company maintains financial partnership with
and poor family members and relations of the a number of banks, non-banking financial institu-
employees residing nearby. On special occasions, tions and enjoys funded and non-funded facilities
the company lends its hand for social welfare. for business operation. They are our financial and
development partners and work with us closely
with their satisfaction. In view of the above the
12.3 Shareholders company has strong financial flexibility for financial
The shareholders contributed capital to float this support if needed.
company and set up the management. The
management always prefers not to deprive the 12.7 Protection of Minority Shareholders
shareholders and, in many instances, the sponsors HRTM has a large shareholder-base which is widely
forgo their portion of dividend if the distributable dispersed. The board always keeps in mind that the
profit is insufficient to pay dividend to all the share- company has a high reputation of paying regular
holders. We believe that the company maintains dividends, and the shareholders consider that the
high franchise value in the market and among the shares of the company a regular income generat-
shareholders. ing asset. Keeping the above in mind, the manage-
ment always prefers to declare dividends for the
12.4 Suppliers shareholders. As stated earlier, there are instances
Under the present business environment, mainte- when the dividend is paid only to the outside
nance of good supply chain management is very shareholders and the sponsors have forfeited their
important. The company is working with a portion of dividend to keep the small shareholders
number of suppliers. Some of them are in the happy.
supply chain while many are involved in provid-

18
 Annual Report 2022-23

13.0 Appointment of Auditors 14.0 Audit Committee

13.1 Appointment of Financial Auditors The Audit Committee held five meetings during
The existing Auditor M/s. S.K. Barua & Co, the year. All the committee members attended
Chartered Accountants, has been carrying out the the above meetings. The Audit Committee has
audit of the company for the last one year. They been playing a significant role in guiding the
are now retiring and being eligible for re-appoint- internal management. The Committee reviewed
ment have shown their interest to continue as the draft financial statements, financial position
auditors of the company. On the recommenda- of the company, report of the Auditors and the
tion of the Board Audit Committee, the directors operational results of the company from time to
of the Company are proposing their appointment time. A separate report of the Audit Committee to
and fixing their remuneration. the shareholders is enclosed at Annexure-2.

13.2 Appointment of Corporate Governance 15.0 Nomination and Remuneration Com-

Auditors mittee (NRC)
The Nomination and Remuneration Committee
M/s. N.M Tareque and Associates, a Firm of Cost (NRC) held one meeting during the year. All the
and Management Accountants was appointed in committee members attended the above meet-
the 38th AGM as the Corporate Governance ings. NRC has been formed with independent
Auditors of the company for the year 2022-23 as directors as a sub-committee of the board in
per the requirement of the Condition No. 9 of the order to assist the board in ensuring and fulfilling
Corporate Governance Code, and to continue till its responsibilities. Being non-executives and
conclusion of this AGM. The Firm has expressed independent, all members of the committee have
intention to be re-appointed for the next term. no conflicts of interest. The committee is to
The Board of Directors recommend re-appoint- review and recommend remuneration and other
ment of M/s. N.M Tareque and Associates as facilities of the Directors and top-level executives.
Corporate Governance Auditors for the financial They also recommend their appointment and
year 2023-24. This may be approved by the share- removal. A separate report of the NRC to the
holders in this AGM. shareholders is enclosed at Annexure-3.

19
 Annual Report 2022-23

Annexure - 4
16.0 Shareholding Pattern
The shareholding of the directors remained at 48.23% during the year. Out of the balance shares, the institutions
are holding 10.20%, which was 6.06% in the previous year. The shareholding of the general public has decreased
to 41.57% compared from 43.31% in the previous year, on the date of year closing. The shareholding pattern of
the company for the year closing on 30th June 2023 stands as follows:

Name of Shareholders No. of Shares Percentage

1.5) (xxiii) a) Parent Company/Subsidiary/Associated Companies/
Other Related Parties: Nil -
1.5) (xxiii) b) Directors, Chief Executive Officer, Chief Financial Officer, Head of Finance
& Accounts, Company Secretary and their Spouse and Minor Children:
Mr. Mohammad Abdul Moyeed, MD & CEO 4,345,404 14.871
Professor Dr. Muhammad Abdul Moyeen, Chairman 3,995,.402 13.673
Professor Mohammad Abdul Momen, Director 3,995,.402 13.673
Ms. Ruhey Rawa, Director 585,913 2.005
Ms. Sumbal Azwad Momen, Director 585,913 2.005
Ms. Sana Kainat Moyeen, Director 585,913 2.005
Professor Dr. A.H.M. Habibur Rahman, Independent Director Nil -
Professor Dr. Md. Zakir Hossain Bhuiyan, Independent Director Nil -
Shareholdings of Sponsors/Directors 14,093,947 48.23
Mrs. Umbirin Moyeed 14,619 Shares, included in the slot of general shareholders
Dr. Shaheen Afroze 19,297 ‘’
Ms. Salsabil Abreshmi Momen 16,697 ‘’

Mr. Md. Abu Amur Naheel, CFO Nil -

Mr. Sumnoon Moheb, HIA&C Nil -
Mr. Md. Wali Ullah, CS Nil -
Mr. Sherajul Islam Khan, HF&A Nil -
Minor Children Nil -
c) Voting Interest (Shareholders holding 10% or more shares have voting interest in the company):
Name Designation Shares Percentage
Professor Dr. Muhammad Abdul Moyeen Chairman 3,995,.402 13.673
Mr. Mohammad Abdul Moyeed MD & CEO 4,345,404 14.871
Professor Mohammad Abdul Momen Director 3,995,.402 13.673
d) Executives:
Name Designation Shares
Mr. Mohammad Karim Hossain GM (MIS) Nil
Mr. Nazmul Hossain Khan DGM (Commercial) Nil
Mr. Monirul Islam AGM (Admin) Nil
Mr. Himal Pramanik Assistant Manager (HRD) Nil

Shareholding Pattern
General Public Sponsors/Directors
41.57% 48.23%

Financial Institutions
10.20%

20
 Annual Report 2022-23

17.0 Future Programs company’s state of affairs, the result of its opera-
Although, importance of RMG in earning foreign tions, cash flow and changes in equity with the
exchange for the country and in creating employ- Companies Act, 1994 and Securities and
ment needs no mention, the sector is passing Exchange Rules, 2020;
through a critical time in view of many current e. The system of internal control is sound in design and
and continued geopolitical situation. In addition, has been effectively implemented and monitored;
with the recent changes in the wages structure f. The CEO and CFO have certified to the Board that
the cost effectiveness will be declining. The they have reviewed the financial statements and
pressures from the market are driving technologi- affirm that these statements do not contain any
cal changes in the entire value chain including materially untrue statement or omit any material fact
production, logistics and supply chain. This might or contain statements that might be misleading;
require structural changes in organization and
management facilitating cost-effectiveness. g. There is no momentous suspicion about the ability
Apart from internal cost management, the or the company to continue as going concern;
governmental initiatives to facilitate the market h. Proper books of accounts of the Company have
development in non-traditional importing coun- been maintained according to the law;
tries shall play vital role. Leadership of both i. The Financial Statements were prepared in accor-
BKMEA and BGMEA shall prove to be very critical dance with the applicable International Accounting
in catalyzing governmental initiatives to create Standards (IASs) and International Financial Report-
new markets. HRTML with long years of experi- ing Standards (IFRSs) as adopted by the Institute of
ence in the field, has created significant value in Chartered Accountants of Bangladesh (ICAB);
the global as a quality exporter. The top manage-
ment have been working to enhance value j. No transaction has been entered into by the
through various measures including increase in company which is fraudulent, illegal, or in viola-
cost effectiveness, new product development and tion of the company’s code of conduct.
market diversification. k) Interests of the minority shareholders have been
duly protected.
We are also confident of a new future where our l) Appropriate accounting policies have been
next generation leaders will carry on and enhance consistently applied in preparation of the finan-
this value. They are highly competent, extremely cial statements and that the accounting estimates
committed, and talented. With your help, we will are based on reasonable and prudent judgment.
guide them, enable them and empower them. m) There is no significant doubt about the ability of
18.0 Declaration by the CEO and CFO the Company to continue as a going concern.
Declaration of CEO and CFO has been provided in
Annexure-A. 21. Other Regulatory Disclosures
19.0 Corporate Governance Compliance Report 21.1 Financial
In accordance with the requirement of the Bangladesh a) The key operating and financial data for the last
Securities and Exchange Commission, Notification, five years have been disclosed in Directors
Certificate on Compliance of Corporate Governance Reports;
Code and Directors Report on Compliance of Corpo- b) The Company is aware of its various risks and
rate Governance Code are enclosed at Annexure-B concerns, mainly from the policy and regulatory
and Annexure-C respectively. fronts, and is prepared to meet those by systemat-
20.0 Financial Reporting framework declaration ic control. Different type of risk management has
The Board of Directors being responsible for been disclosed in the director’s report;
governance of the company, the preparation and c) No significant difference has occurred between
presentation of financial statements, confirm to quarterly and final results of the company during
the best of their knowledge that: 2022-23;
a. The entire business operation is being conducted d) All significant detachment from the previous year
in accordance with the laws, rules, regulations, in operating results of the company has been
agreements, guidelines and standards governed highlighted and reasons thereof have been
in the country; explained;
b. All the judgments and decision taken by manage- e) As per IAS 1 Presentation of Financial Statements,
ment are reasonable and sensible; no items of income and expense are to be
c. Accurate accounting policies have been systematical- presented as extraordinary gain or losses in the
ly followed in formulating the financial statements financial statements. As such no extraordinary
and accounting estimates were reasonable; gain or loss has been recognized in the financial
statements;
d. The financial statements present rationally the

21
 Annual Report 2022-23

f ) All transactions with related parties have been g) During the year, the Company has paid Board
made on a commercial basis and the basis was the meeting attendance fees of directors has been
principle of “Arm’s Length Transaction”. Details of mentioned page-11 and the remuneration of
related party and transactions have been Directors has been mentioned in Note 37.1 of
disclosed in Note 44 of the Financial Statements; Notes to the Financial Statements.

21.2 Directorship in other companies

Mr. Mohammad Abdul Moyeed Prof. Dr. Muhammad Abdul Moyeen Prof. Mohammad Abdul Momen
Dacca Textiles Limited Dacca Textiles Limited Dacca Textiles Limited
Fashion Knit Garments Ltd. Fashion Knit Garments Ltd. Fashion Knit Garments Ltd.
Pride Limited Pride Limited Pride Limited
Pride Spinning Limited Pride Spinning Limited Pride Spinning Limited
Pride Properties Limited Pride Properties Limited Pride Properties Limited

21.3 Website of the Company 21.7 Credit Rating

The company has an official website linked with The company has been assigned Long Term A+
the website of the stock exchange and it is (Single A Plus) and ST-2 Short Term rating for your
functional from the date of listing. All detailed company with the rationale “Above rating have
disclosures of the company are available on it. been assigned on the basis of good fundamental
The web address is: www.pride-grp.com/hrt such as good profitability, sound infrastructural
arrangement with market leader in Textile and
21.4 Subsidiary Company Garment industry, experienced management.
Entities rated in this category are judged to be of
The company does not have any subsidiary
high quality, offer higher safety and have credit
company.
quality. Your Company was also placed with
“Stable" outlook.
21.5 Significant Variance between Quarterly
and Period Ended Report 21.8 Subsequent Events
There were no significant differences between HRTM needs to comply with the new wages
quarterly performance and overall period structure and to fit the same in the production and
ended performance of the Company. Through- to keep the production cost compliant. The
out the period, the Company was able to main- challenge is towards linking the workers efficiency
tain a judicious performance both in operation- with the increased wages so as to minimize per unit
al and financial perspective. wages cost. HRTM has been working constantly on
workers training to increase efficiency. In addition,
21.6 Significant Deviation in Operating Results the sector as a whole is now facing many sectoral
Compared to Previous Period hindrances in view of our dependency on western
There is no such deviation in operating results world for export. The geopolitical relation with the
compared to the previous period. western world might have impact on the sector in
future. The requirement of meeting the conditions
of GSP plus will have further impact on cost
effectiveness.

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 Annual Report 2022-23

21.9 Human Resources and also the shares in respect of which the dividend
Human Resources are considered as one of the main has not been claimed by the shareholders are
assets across the entire business model. The devel- required to be transferred to the CMSF in accor-
opments of company have been built on its compet- dance with the procedure prescribed in the Rules.
itive advantage on the skills and commitment of its Accordingly, during FY 2021-2022, the Company has
employees, promoting and rewarding pro-activity, transferred the unpaid or unclaimed dividend and
goal orientation and teamwork. The Human non-refunded IPO share money of Tk. 51,26,493/-
Resource Department of your company operates (Fifty-one lac twenty-six thousand four hundred
with specific policy, manual and plan designed and ninety-three) only from the financial year 1997 to
approved by the Board of Directors. 2017 on September 06, 2021. Further, 472,948 (Four
lac seventy-two thousand nine hundred forty-eight)
We provide on-the-job training and development shares were transferred to CMS Fund on 20th
opportunities to enhance our employees’ career January 2022 in respect of those shares had not
progression. Through different training, the profes- been claimed by the shareholders for the financial
sional knowledge in corporate operations, occupa- year 2010 & 2011 and Tk. 350,964/- (Three Lac fifty
tional and management skills are enhanced. Your thousand nine hundred sixty-four) only also trans-
company is an equal opportunity employer and ferred to CMS Fund on 31st March 2022 against
does not discriminate on the basis of personal dividend unpaid or unclaimed for the financial year
characteristics. Company has employee handbooks 2018. The details of the shares and the Dividends so
outlining terms and conditions of employment, transferred are available on the website of this
expectations for employees’ conduct and behavior, Company. Members can claim from CMSF Authority
employees' rights and benefits. We establish and their dividend entitlements and /or shares trans-
implement policies that promote a harmonious and ferred to CMSF by following the required procedure
respectful workplace. as mentioned in the CMSF Rules.

21.10 Information Technology 23.0 Financial Performance

The information technology has become an integral The summarized financial results of the company are
part of the company operation We believe that as follows:
accurate business planning, effective marketing, Amount in Taka (million)
global sales, systematic management, real time Particulars for the year ended 30th June
monitoring, instant customer support and long-term 2023 2022
business growth cannot be achieved without appro- Net Profit before Tax 42.30 97.67
priate IT. Income Tax Expenses (26.39) (23.49)
Net Profit after Tax 15.91 74.18
22.0 Transfer of Unclaimed / Unpaid Cash and Retained earnings 225.14 248.85
Stock Dividends to Capital Market Stabilization Profit Available for Appropriation 241.05 323.03
Fund (CMSF) Recommended for Appropriations:
In compliance with the Notification of BSEC and as Proposed Dividend (Cash) (7.56) (13.28)
per guideline of the CMSF (Capital Market Stabiliza- Proposed Dividend (Bonus) - (26.56)
tion Fund) Rules, 2021 all dividends remaining Un-appropriated Profit carried forward 233.49 283.19
unpaid or unclaimed for a period of 3 years or more

23
 Annual Report 2022-23

Code of Conduct the cumulative achievements. The Board also

This Code of Conduct for Chairperson of the Board of expresses their gratitude to the Government of
Directors is prepared in accordance with Condition People's Republic of Bangladesh, National Board of
1(7)(a) of the Corporate Governance Code notified Revenue (NBR), Registrar of Joint Stock Companies
by the BSEC dated 3rd June 2018. For the purpose of and Firms (RJSC), Bangladesh Securities and
this Code, “Chairperson" shall mean the Chairperson Exchange Commission, Central Depository Bangla-
of the Board of Directors of the Company. The desh Limited, Dhaka Stock Exchange Limited,
Company is committed to being an ethical and Chittagong Stock Exchange PLC, SATCOM IT Limited,
responsible member of the business communities in Ahmed Faruk & Associates, Government Agencies,
which it operates. The Company always endeavors Banks, Financial Institutions, Contractors, Suppliers
to ensure that the highest standards of honesty, and Auditors for their co-operation and active
integrity and ethics are maintained. This Code is support in discharging the responsibilities given on
intended to serve as a source of guiding principles me and the Board. We offer our heartfelt thanks to
for the Chairperson even though no code or policy our valued international buyers and local buying
can anticipate every situation that may arise. The houses who have contributed significantly as our
standards contained in this Code are neither exclu- strategic partners.
sive nor comprehensive. The Chairperson of the
Board of Directors is required to comply with all Finally, the Board offers its sincere thanks to the work-
applicable laws, rules and regulations, whether or ers and professional administration, whom the
not specifically addressed in this Code. management considers the most valuable asset of
the company, and hopes that they will continue to
Report on the compliance of the conditions of
keep the spirit of teamwork in the coming years for
BSEC’s notification
the smooth growth of the company.
In accordance with the BSEC’s Notification dated 3rd
June 2018, the Board of Directors are required to
Thank you all.
report on the compliance of certain conditions. The
notification was issued for the purpose of establishing
a framework for ensuring good governance practices For and on behalf of the Board of Directors
in the listed companies for the interest of the inves-
tors and the capital market. The overall shareholding
pattern of the company is enclosed at Annexure-4.
Prof. Dr. Muhammad A Moyeen Mr. Mohammad A Moyeed
Acknowledgement
Chairman Managing Director & CEO
The Board of Directors acknowledges and expresses
its sincere thanks and appreciation to the valued
Shareholders and other stakeholders of the company
for their persistent support and guidance that led to

24
 Annual Report 2022-23

Annexure - A
[As per condition No. 1(5)(xxvi)]
Declaration of CEO and CFO to the Board of Directors
Dated: 11th November 2023

The Board of Directors

H.R. Textile Mills Limited
Pride Hamza, House # 54, Road # 1
Sector # 6, Uttara, Dhaka-1230

Subject: Declaration on Financial Statements for the year ended on 30th June 2023

Dear Sirs,
Pursuant to the Condition No. 1(5)(xxvi) imposed vide the Bangladesh and Exchange Commission’s Notifica-
tion No. BSEC/CMRRCD/ 2006-158/207/Admin/80, dated 3rd June 2018 under section 2CC of the Securities
and Exchange Ordinance, 1969, we do hereby declare that:
1) The Financial Statements of H.R. Textile Mills Limited for the year ended on 30th June 2023 have been
prepared in compliance with International Accounting Standards (IAS) or International Financial Reporting
Standards (IFRS), as applicable in the Bangladesh and any departure there from has been adequately
disclosed;
2) The estimates and judgments related to the financial statements were made on a prudent and reasonable
basis, in order for the financial statements to reveal a true and fair view;
3) The form and substance of transactions and the Company’s state of affairs have been reasonably and fairly
presented in its financial statements;
4) To ensure above, the company has taken proper and adequate care in installing a system of internal control
and maintenance of according records;
5) Our internal auditors have conducted periodic audits to provide reasonable assurance that the established
policies and procedures of the company were consistently followed; and
6) The management’s use of the going concern basis of accounting in preparing the financial statements is
appropriate and there exists no material uncertainty related to events or conditions that may cast signifi-
cant doubt on the company’s ability to continue as a going concern.

In this regard, we also certify that:

i) We have reviewed the financial statements for the year ended on 30th June 2023 and that to the best of our
knowledge and belief:
a) These statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
b) These statements collectively present true and fair view of the company’s affairs and are in compliance
with existing accounting statements and applicable laws;
ii) There are, to the best of knowledge and belief, no transactions entered into by the company during the
year which are fraudulent, illegal or in violation of the code of conduct for the company’s Board of Directors
or its members.

Sincerely yours,

Mohammad Abdul Moyeed Md. Abu Amur Naheel

Managing Director & CEO Chief Financial Officer

25
 Annual Report 2022-23

Annexure - B
Corporate Governance Compliance Certificate [Certificate as per condition No. 1(5)(xxvii)]

N.M Tareque & Associates Nakshi Homes (1st Floor)

Cost and Management Accountants 6/1/A, Segunbagicha, Dhaka
Phone: +8801552111811

Report to the Shareholders of H.R. Textile Mills Limited

on compliance of Corporate Governance Code

Dear to the shareholders

We have reviewed and examined the compliance status to the Corporate Governance Code
by H.R. Textile Mills Limited for the year ended on 30th June 2023. This Code relates to the
Notification No. BSEC/CMRRCD-2006-158/207/Admin/80, dated 3rd June 2018 of the Bangla-
desh Securities and Exchange Commission.

Such compliance with the Corporate Governance Code is the responsibility of the Company.
Our examination was limited to the procedures and implementation thereof as adopted by
the Management in ensuring compliance to the conditions of above Code.

This is a scrutiny and verification and an independent audit on compliance of the conditions
of the Corporate Governance Code as well as the provision of relevant Bangladesh Secretarial
Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) in
so far as those standards are not inconsistent with any condition of this Corporate Gover-
nance Code.

We state that we have obtained all the information and explanations, which we have required,
and after due scrutiny and verification thereof, we report that, in our opinion:
a) The Company has complied with the conditions of the Corporate Governance Code as
stipulated in the above mentioned Corporate Governance Code issued by the Commis-
sion;
b) The Company has complied with the provisions of the relevant Bangladesh Secretarial
Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB)
as required by this Code;
c) Proper books and records have been kept by the company as required under the Compa-
nies Act, 1994, the securities laws and other relevant laws; and
d) The governance of the company is satisfactory.

For N.M Tareque & Associates

Dated Dhaka: November 14, 2023 Cost and Management Accountants

26
 Annual Report 2022-23

Annexure - C
[As per condition No. 1(5)(xxvii)]
Corporate Governance Compliance Status

Status of compliance with conditions imposed by the Bangladesh Securities and Exchange Commission's,
Notification No. BSEC/CMRRCD/ 2006-158/207/Admin/80, dated 3rd June 2018 issued under section 2CC of the
Securities and Exchange Ordinance, 1969 is presented below:

Report under Condition No. 9.00

Condition Compliance status (Put in Remarks
No. Title the appropriate column) (if any)
Complied Non-complied
1 Board of Directors:
1.1 Board Size: Board members should not be less than 5 and more than 20 
1.2 (a) Independent Directors: Independent Director at least 1/5th of the total number of directors 
1.2 (b) (i) Does not hold any share or holds less than 1% shares of the paid-up 
1.2 (b) (ii) Not connected with any sponsor/director/shareholders who holds or 
1.2 (b) (iii) Not an executive of the company in immediately preceding two financial years 
1.2 (b) (iv) Does not have any relationship, whether pecuniary or otherwise, 
1.2 (b) (v) Not a member or TREC holder, director or officer of any stock exchange 
1.2 (b) (vi) Not a shareholder, director or officer of any member of stock exchange 
1.2 (b) (vii) Not a partner or an executive or was not a partner or an executive 
1.2 (b) (viii) Not be an independent director in more then 5 (three) listed companies 
1.2 (b) (ix) Not been convicted by a court of competent jurisdiction as a defaulter 
1.2 (b) (x) Not been convicted for a criminal offence involving moral turpitude 
1.2 (c) Independent Directors has been appointed by the board and approved by the shareholders 
1.2 (d) Not remain vacant for more than 90 (ninety) days 
1.2 (e) Tenure of office of an independent director shall be for a period of
3 (three) year’s, which may be extended for 1 (one) term only 
1.3 (a) Independent Directors Knowledgeable individual with integrity to ensure compliance 
1.3 (b)(i) Business Leader who is or was a promoter or director of an unlisted company 
1.3 (b)(ii) Higher position in an unlisted company having minimum paid-up capital of TK. 100.00 million 
1.3 (b)(iii) Former official of government or statutory . . . N/A
1.3 (b)(iv) University Teacher with educational background in Commerce or Business Studies or Law. 
1.3 (b)(v) Professional who is or was an advocate practicing at least N/A
1.3 (c) The independent director shall have at least 10 years of experiences . . . 
1.3 (d) Special cases, the above qualification or experience .. . N/A
1.4 (a) Individual Chairman of the Board and Chief Executive Officer (CEO) 
1.4 (b) Not hold the same position in another listed company of MD/CEO 
1.4 (c) The Chairperson of the Board shall be elected from among the . . . 
1.4 (d) The Board shall clearly define respective roles and responsibilities of the Chairperson and 
1.4 (e) In the absence of the Chairperson of the Board, the remaining members may elect one N/A
1.5 (i) Industry outlook and possible future developments in the industry 
1.5 (ii) Segment-wise or product-wise performances 
1.5 (iii) Risks and concerns including internal and external risk 
1.5 (iv) Discussion on Cost of Goods sold, Gross Profit Margin and Net Profit Margin 
1.5 (v) Discussion on continuity of any Extra-ordinary gain or loss 
1.5 (vi) A detailed discussion on related party transactions 
1.5 (vii) Utilization of proceeds from public issues, rights issues and or through any others N/A
1.5 (viii) Explanation if the financial results deteriorate after the company goes for IPO, RPO etc. N/A
1.5 (ix) Explanation about significant variance occurs between Quarterly Financial 
1.5 (x) Remuneration to the directors including independent directors 
1.5 (xi) The financial statements present fairly its state of affairs, result of its operation 
1.5 (xii) Maintenance of proper books of accounts 
1.5 (xiii) Appropriate Accounting Policies and estimates have been applied 
1.5 (xiv) Followed IAS/IFRS in preparation of Financial Reporting Statements 
1.5 (xv) Internal Control System has been effectively implemented and monitored 
1.5 (xvi) Minority shareholders have been protected from abusive action N/A
1.5 (xvii) Ability to continue as a going concern 
1.5 (xviii) Significant deviations from last year’s in operation results 
1.5 (xix) Key operation and financial summarized data of at last preceding five year’s 
1.5 (xx) Reasons for not declared dividend N/A
1.5 (xxi) Declaration of no bonus share or stock dividend as interim dividend 
N/A = Not Applicable

27
 Annual Report 2022-23

Annexure - C (Contd..)
Condition Compliance status (Put in Remarks
No. Title the appropriate column) (if any)
Complied Non-complied
1.5 (xxii) Number of Board Meetings held during the year and attendance by the Directors 
1.5 (xxiii)(a) Parent or Subsidiary or Associated Companies and other related parties 
1.5 (xxiii)(b) Directors, CEO, CS, CFO, HIA&C and their spouses and minor children 
1.5 (xxiii)(c) Executives 
1.5 (xxiii)(d) Shareholders holding ten percent or more voting interest 
1.5 (xxiv)(a) Resume of the director 
1.5 (xxiv)(b) Expertise in specific functional areas 
1.5 (xxiv)(c) Name of companies in which the person also holds the directorship 
1.5 (xxv)(a) Accounting policies and estimation for preparation of financial statements 
1.5 (xxv)(b) Changes in accounting policies and estimation, if any, clearly describing N/A
1.5 (xxv)(c) Comparative analysis of financial performance 
1.5 (xxv)(d) Compare such financial performance 
1.5 (xxv)(e) Explain the financial and economic scenario of the country 
1.5 (xxv)(f) Risks and concerns issues related to the financial statements 
1.5 (xxv)(g) Future plan or projection or forecast for company’s operation 
1.5 (xxvi) Declaration or certification by the CEO and the CFO 
1.5 (xxvii) Disclosing the report and as well as certificate as per Annexure-A & B 
1.6 Meeting of the Board of Directors 
1.7 (a) Code of conduct based on recommendation of the NRC 
1.7 (b) Position code of conduct on the website determined by the NRC 
2 The Board of Directors of all condition of subsidiary Company N/A
3 MD/CEO, CFO, HIAC and CS:
3.1(a) Appointment of MD/CEO, CS, CFO and HIAC 
3.1(b) Individuals filled of MD or CEO, CS, CFO and HIAC 
3.1(c) don’t hold any executive position in any other company 
3.1(d) The Board shall clearly define respective roles of the CFO, HIAC and CS 
3.1(e) Rules of removing from their position without approval of the Board 
3.2 MD or CEO, CS, CFO and HIAC shall attend the meeting of the Board of Directors 
3.3(a)(i) Reviewed the materially untrue statement 
3.3(a)(ii) Reviewed about compliance of the accounting standards 
3.3(b) The MD or CEO and CFO shall also certify 
3.3(c) Disclosed the certificate of the MD or CEO and CFO 
4 Board of Directors’ Committee
4(i) Audit Committee 
4(ii) Nomination and Remuneration Committee 
5 Audit Committee
5.1(a) Audit committee as a sub-committee of the Board 
5.1(b) The Audit Committee shall assist the Board in ensured 
5.1(c) The Audit Committee shall responsible of the Board 
5.2 (a) Audit Committee composed of at least 3 (Three) members 
5.2 (b) Members of the audit committee have been appointed by the Board of Directors 
5.2 (c) Qualified members in audit committee 
5.2 (d) Term and conditions of service of audit committee members 
5.2 (e) Secretary of the audit committee 
5.2 (f) Quorum of the audit committee 
5.3 (a) The Chairman has been selected by the Board of Directors 
5.3(b) Absence of the Chairperson of the Audit Committee 
5.3 (c) The Chairman of the audit committee present in the AGM 
5.4(a) The Audit Committee shall conduct at least four meeting 
5.4(b) The quorum of the Audit Committee meeting 
5.5(a) Oversee the financial reporting process 
5.5 (b) Monitor choice of the accounting policy and principals 
5.5 (c) Monitor Internal Audit and Compliance Process 
5.5 (d) Oversee hiring and performance of external auditors 
5.5(e) The external auditors and Review the annual financial statements 
5.5 (f) Review the annual financial statements before submission to the board for approval 
5.5 (g) Review of quarterly and half yearly financial statements before submission 
5.5 (h) Review of adequacy of internal audit function 
5.5(i) Review the discussion and analysis 
5.5 (j) Review statement of significant related party transaction 
5.5 (k) Review Management letters/Letter of internal control weakness N/A
5.5 (l) Oversee the determination of audit fees based 

28
 Annual Report 2022-23
Annexure - C (Contd..)
Condition Compliance status (Put in Remarks
No. Title the appropriate column) (if any)
Complied Non-complied
5.5 (m) Disclosure about the uses/applications of funds raised by IPO/RPO/Right issue N/A
5.6(a)(i) Activities of Audit Committee shall be reported to the Board 
5.6(a)(ii) (a) Conflicts of interests N/A
5.6(a)(ii)(b) Suspected or presumed fraud of irregularity or material defect in the internal control system N/A
5.6(a)(ii)(c) Infringement of laws, rules and regulations N/A
5.6(a)(ii)(d) Any other matter disclosed to the Board of Directors N/A
5.6(b) Reporting to the Authorities N/A
5.7 Reporting to the Shareholders and General Investors 
6 Responsibility of Nomination and Remuneration Committee to the Board:
6.1(a) The NRC as sub-committee of the Board 
6.1(b) The NRC assist the Board in formulation of the nomination criteria 
6.1(c) The NRC Recommendation to the Board 
6.2 Constitution of the NRC:
6.2(a) The Committee size with at least 3 (three) members 
6.2(b) Non-executive directors would be the members of the committee 
6.2(c) Members of the Committee would be nominated and appointed by the Board 
6.2(d) Board would be authority to remove and appoint any member of the Committee 
6.2(e) Any vacancy in the committee should be filled within 180 days by the Board N/A
6.2(f) External expert or member can be included in the committee by the Chairman if necessary N/A
6.2(g) CS shall act as the secretary of the Committee 
6.2(h) The quorum of the NRC meeting shall not constitute without attendance of at least an ID 
6.2(i) Fee or remuneration is not applicable for any member of NRC 
6.3 Chairperson of the NRC:
6.3(a) Selection of the chairperson of the committee by the board 
6.3(b) In absence of the Chairperson of the NRC N/A
6.3(c) Presence of the chairman in the AGM N/A
6.4(a) At least one meeting in a financial year 
6.4(b) Convening any emergency meeting if necessary N/A
6.4(c) Constitution of the quorum of the meeting in presence of two or two third members 
6.4(d) Recording the proceedings of each meeting in the minutes 
6.5(a) Independence and responsibility or accountability of NRC 
6.5(b)(i)(a) Overseeing the level and composition of remuneration and reporting with recommendation to the Board 
6.5(b)(i)(b) Overseeing the relationship between remuneration to performance 
6.5(b)(i)(c) Balance of remuneration of directors and top level executive 
6.5(b)(ii) Devising a policy on Board’s diversity 
6.5(b)(iii) Identifying the qualified persons and recommend them to the board 
6.5(b)(iv) Formulating the criteria for evaluation of performance of I.Directors and the Board 
6.5(b)(v) Identifying the needs for employees and determine their selection 
6.5(b)(vi) Developing, recommendation and reviewing annually human resources and 
6.5(c) Disclosing the nomination and remuneration policy and 
7 External/Statutory Auditor:
7(1)(i) Appraisal/valuation services or fairness opinions 
7(1)(ii) Financial information system design and implementation 
7(1)(iii) Book-keeping or other services related to the accounting and financial statements 
7(1)(iv) Broker-dealer services 
7(1)(v) Actuarial services 
7(1)(vi) Internal Audit Services 
7(1)(vii) Services that the Audit Committee determines 
7(1)(viii) Audit/certification services 
7(1)(ix) Service that creates conflict or interest 
7(2) Audit firm could not hold any share of the company they audit 
7(3) Presence of representative of the auditors in the AGM 
8 Maintaining a website the Company:
8(1) An official website linked with the website of the stock exchange 
8(2) Keeping the website functional from the date of listing 
8(3) Detailed disclosures on the company’s website 
9 Reporting and Compliance of Corporate Governance:
9(1) Obtain certificate regarding compliance of conditions of Corporate Governance Guidelines 
9(2) Appointment of certificate provider regarding compliance of conditions of Corporate Governance Code 
9(3) Annexure attached in the Director’s Report 
N/A = Not Applicable

29
 Annual Report 2022-23

Annexure - 2

Audit Committee Report to the Shareholders

For the year ended 30th June 2023

As the Chairman of the Audit Committee of H.R. Textile Mills Limited I have the pleasure to place before the
shareholders of the company this Report for the information of the shareholders. As you are aware that the
Audit Committee is a sub-committee of the Board formed to look after the financial affairs of the company in
a closure view and to assist the Board in ensuring that the financial statements reflect a true and fair view of
the state of affairs of the company. Internal control and monitoring systems of the company are also the prime
concern of the committee. Besides, it advises the Board in various matters like internal control system, risk
management and other strategic issues in terms of the policies and procedures.

The Audit Committee is comprised of 4 (Four) members as follows:

Names Designation Position

Professor Dr. A.H.M. Habibur Rahman Independent Director Chairman
Mr. Mohammad Kabiruzzaman Independent Director Member
Professor Dr. Muhamamd Abdul Moyeen Chairman Member
Professor Mohammad Abdul Momen Director Member

Mr. Md. Wali Ullah, Company Secretary acted as Secretary to this Committee. In addition to the secretary, The
Chief Financial Officer (CFO), the Head of Internal Audit and Compliance (HIAC) attend the meeting regularly.
During the financial year 30th June 2023, the committee held 5 (Five) meetings and the proceedings of the
Audit Committee have been duly reported to the Board.

Activities carried out during the year were:

a) Reviewed the financial statements of all the quarters before those were finalized and published. The Committee
also reviews the annual financials at the draft stage and compares the same with the quarterly unaudited
accounts to review as to whether the annual accounts have any significant differences with the quarterly trend
as reflected in the published quarterly accounts;
b) Reviewed the annual financial statements of the Company prior to submission to the Board for approval.
The review was to ensure that the financial reporting and disclosures were in compliance with the Securi-
ties Laws, provision of the Companies Act 1994, International Financial Reporting Standards (IFRS) as appli-
cable in Bangladesh;
c) Reviewed the work of the Internal Audit Department and made suggestions for improvement;
d) Reviewed the observations of the Internal Audit Department regarding internal control and suggestions
were made to improve operational systems and procedures and their implementation;
e) Reviewed the integrity of the financial statements of the Company to ensure that these reflect a true and
fair view of the Company’s state of affairs for the year ended 30th June 2023;
f ) Approved the internal audit plan and gave direction to the Internal Auditor where appropriate for carrying
out in depth audit to ensure that the Company or its assets are not exposed to undue risk;

30
 Annual Report 2022-23

Annexure - 2 (Contd. . . . .)

g) Reviewed the management report submitted by the statutory auditors and suggested corrective
measures and fixed time frame for their implementation;
h) Reviewed the profiles of the audit firms and proposed to the Board for recommendation;
i) Reviewed the Internal Control System and Financial Statements;
j) Reviewed statement of all related party transactions submitted by the management.

The committee is of the opinion that adequate controls and procedures are there to provide reasonable assurance
that the company’s assets are safeguarded, the liabilities are properly accounted for and financial activities of
the company is well managed.

Acknowledgment Statement
The Audit Committee has performed all its activities satisfactorily during the financial year 2022-23 and took
necessary steps including reporting to the Board. The Committee expresses its sincere acknowledgement to the
Board, the management and statutory and internal auditors for their continuous support and assistance in
enabling effectively discharge its duties and responsibilities for the period.

On behalf of the Audit Committee

Professor Dr. A.H.M. Habibur Rahman

Chairman of the Audit Committee
Date: November 11, 2023

31
 Annual Report 2022-23

Annexure - 3
Nomination and Remuneration Committee Report to the Shareholders
For the year ended 30th June 2023

As per the requirements of the BSEC Code of Corporate Governance , The Board has constituted a Nomination and Remunera-
tion Committee (NRC) in July 2018 with the following terms of Reference that the NRC would assist the Board in formulation
of the nomination criteria or policy for determining qualifications, positive attributes, experiences and independence of
directors and top level executives as well as policy for the formal process of considering remuneration of director and top level
executives.

Composition of the Committee

The NRC consist of three Directors including one Independent Director who is the Chairman of the Committee. The Commit-
tee acts as per the terms and condition of the Corporate Governance Code of BSEC. The Committee members as follows:

Names Designation Position

Mr. Mohammad Kabiruzzaman Independent Director Chairman
Professor Dr. Muhammad Abdul Moyeen Director Member
Professor Mohammad Abdul Momen Director Member

Company Secretary Mr. Md. Wali Ullah act as the Secretary of the Committee.
The Managing Director, Chief Financial Officer (CFO) and Head of HR, attend the meeting as and when required by invitation.

Major Role and responsibilities of the Committee

1. The Committee is an independent sub-committee of the Board and responsible or accountable to the Board and to
the shareholders of the Company;
2. The Committee discharges the responsibilities and acts as stipulated in the Terms of Reference (ToR) of the Nomina-
tion and Remuneration Committee adopted by the Board in line with the Corporate Governance Code 2018.

The activities of the NRC during the year were as follows:

1. During the year under review the Committee met once. The Managing Director, the Chief Financial Officer and the
Head of Human Resources attended the meeting by invitation of the Committee;
2. Reviewed the management’s proposals for the annual increment/ enhancement of salary and renewal of contract
appointments of Senior Management of the Company;
3. Reviewed the set-up of the organization structure where reporting line is clearly defined for the directors and top
management team along with standard manpower planning exercise for each and every position for identifying the
total requirement;
4. Reviewed the set-up of standard pay structure for each job level based on education, experience and competency;
5. Reviewed the Employee Benefit policy to attract the job seekers and retain internal talents. Succession planning of the
company to have our future leaders ready according to the requirements. Ensuring extensive training and development
plant for the individual or group of people;
6. Reviewed that a transparent recruitment and selection policy is in existence where competent candidates get hired;
7. Reviewed that practicing a clear career path system for employees which reflect in organization structure.

The committee acknowledges the cooperation it received from related professionals of the senior Management and
members of the Board of Directors.

On behalf of the Committee

Mohammad Kabiruzzaman
Chairman
Nomination and Remuneration Committee
Date: November 11, 2023

32
 Annual Report 2022-23

S.K. BARUA & CO.

Chartered Accountants

Independent Auditors’ Report

to
The Shareholders of H.R. Textile Mills Limited

Report on the Audit of the Financial Statements:

Qualified Opinion
We have audited the financial statements of HR Textile Mills Limited, which comprise the statement of financial position as of June 30,
2023, and the statement of comprehensive income, statement of changes in equity, and statement of cash flows for the year then
ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the accompanying
financial statements present fairly, in all material respects, the financial position of the company as of June 30, 2023, and its financial
performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs).

Basis for Qualified Opinion

1) Due to scope limitation, we could not verify the closing balance of inventory. The amount of inventory reported in the financial
statements is BDT 763,853,167 which represents 16.32% of total assets & 39.23% of current assets.
2) A complete fixed assets register was not maintained by the company. We obtained a machinery list only, but the quantities are not
agreed with our physical verification. As a result, we could not verify the total amount of fixed assets along with depreciation
charged during the financial year and its impact on deferred tax calculations.
3) No wastage/leftover stock sales are shown in the financial statements. We have found wastage sales of BDT 2,000,000 in the tax
assessment report (Assessment year 2021-22). As a result, net income has been understated.
4) As per para 9 of IAS 36 an entity shall assess at the end of each reporting period whether there is any indication that an asset may
be impaired. Impairment test of PPE was not done at the end of the financial year.
5) In some cases, the company has followed cash basis of accounting instead of accrual basis such as recognition of cash incentive,
final settlement of workers benefits & earn leave of employees.
6) HR Textile Mills Ltd. & Fashion Knit Garments Ltd. are operating in same building and same place. Fashion Knit Garments Ltd is
using the land & building of HR Textile Mills Limited and HR Textile Mills Limited is using some space (fabricated steel shed) of
Fashion Knit Garments Ltd. No rent agreement was made between the companies and no rent income/expenses have been
shown in the financial statements.
We conducted our audit in accordance with the International Standards on Auditing (ISAs). Our responsibilities under those standards
are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are indepen-
dent of the Company in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional
Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Emphasis of Matters:
We draw attention to the following matters:
a) As per section 11A(a) of the Companies Act 1994, Public Limited Company should add “PLC” with the name of the company which
was not followed by the company.
b) As per BSEC Notification No. BSEC/CMRRCD/2006-158/208/Admin/81 dated August 08, 2018, annual financial statements of the
company except a life insurance company shall be audited within 120 (one hundred and twenty) days from the date on which the
company’s financial year ends. But the company has failed to comply with it.
c) The company has made an agreement with CSL Software Resources Limited for software design, development & installation
(Twelve modules) amounting to BDT 5,95,50,000. Management has paid the full amount and recognized the same as intangible
asset, but two modules are still in progress.

Our opinion is not modified in respect of these matters.

33
 Annual Report 2022-23

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below our description of
how our audit addressed the matters provided in that context.

Risk Our response to the risk

Revenue Recognition

Revenue is the most financially significant item in Our procedures included obtaining and understanding of management’s revenue
the statement of profit and loss and other recognition process. We tested a sample of the transaction to verify whether the
comprehensive income. The company has revenue was accounted for in accordance with the revenue accounting policy as
revenue of Taka 2,329,878,987 for the year ended disclosed in Note-3.05 ,29 & 30 of the financial statement. In addition, we assessed
30 June 2023. whether the disclosed revenue accounting policy was in accordance with relevant
accounting standards.
Application of IFRS 15 involves significant
For the revenue recognized throughout the year, we tested selected key controls,
judgment in determining when control of the
including results reviews by management, for their operating effectiveness and
goods or services underlying the performance
performed procedures to gain sufficient audit evidence on the accuracy of the
obligation is transferred to the customer. As the
accounting for customer contracts and related financial statement captions.
revenue recognition, due to the significance of
the balance to the financial statement as a whole, Our audit approach was a combination of test of internal controls and substantive
we consider this as a key audit matter. procedures which included the following:
We conducted substantive testing of revenue recorded over the year using
Under IFRS 15 revenue is recognized when a
sampling techniques by examining the relevant supporting documents including
performance obligation is satisfied by transfer-
sales invoice, bank reconciliation report, bank statements and also, we confirmed
ring a promised good or service.
selected customers receivable balances at the financial position date, selected on a
sample basis by considering the amount outstanding with those customers.
We specifically put emphasis on those transactions occurring close before or after
the financial position date to obtain sufficient evidence over the accuracy of cut-off.
See note no. 3.05, 29 & 30 to the financial Finally assessed the appropriateness and presentation of disclosure against relevant
statements. accounting standards.

Long-term & Short-term loan

At the end of the financial year, the position of We obtained an understanding, evaluated the design and tested the operational
loans remained amounting to Tk. 2,874,861,207 effectiveness of the company’s key controls over the loans. Our audit procedures
for the company. In other words, approximately included, among others, the followings:
61.45% of total external liabilities for the compa-
ny. � Understanding and reviewing the nature and types of loans;
Evidently, the company is using loans to operate � Reviewing the board minutes for arrangements of the loans;
the business and also, to acquire non-current � Obtaining the repayment schedules, loan statements and facility offer letters to
assets. review terms, debt covenants, interest rates and other conditions associated with
the loans;
Therefore, it has been considered a key audit area. � Reviewing the mortgages, major covenants, guarantees and interest rates etc.
attached to the loans;
� Recalculating the interest related to loans;
� Checking the adjustments or repayments of loans through bank statements as per
repayment schedule;
� Checking whether there are any overdue payments and penal interests; and
� Finally, assessing the appropriateness and presentation of disclosures against
relevant accounting standards.

Our procedures above did not identify any issues with regard to the loans.

34
 Annual Report 2022-23

Carrying value (CV) of Property, plant and equipment (PPE)and its impairment
PPE includes the company’s long-term assets, which We have tested the design and operating effectiveness of key controls over PPE. Our audit
flow economic benefits to the entities for more than procedures included, among others, considering the impairment risk of the assets. Followings
one year. PPE is measured at cost less accumulated are our audit procedures on the carrying value and impairment risk of PPE:
depreciation. Reviewing basis of recognition, measurement and valuation of assets;
The carrying value of PPE represents a significant
� Observing procedures of assets acquisition, depreciation and disposal;
portion of total assets, which is amounting to Tk.
2,458,698,974 for the company at the reporting date. � Checking ownership of the major assets;
The carrying value of PPE is the function of deprecia- � Checking estimated rates of depreciation being used and assessing its fairness;
tion charges on cost/ revaluated amount that involved � Discussing with the management about the fair value of the assets and assessing
estimation. Therefore, it has been considered as a independently whether the carrying value approximates the fair value at the reporting date;
significant area of auditor’s judgment and requires � Finally, assessing the appropriateness and presentation of disclosures against relevant
special attention. It is a matter of consideration that the accounting standards.
carrying value of PPE may be higher than the recover-
able amount and the impairment charges thereon may Our testing identified issues with regard to impairment, depreciation and physical existence of
not have been recognized. PPE which have been reported in the basis for qualified opinion section in our report.

Measurement of Deferred Tax Liability

Deferred tax liability has been recognized due to In order to obtain the completeness and correctness of the deferred tax, we have tested the
taxable temporary difference in compliance with IAS 12. following key control activities;
The Company has reported deferred tax liability  Assessed the key assumptions, recognition, controls and measurement of deferred tax.
amounting to BDT 90,721,566 as at June 30, 2023.  We have tested the calculation of tax-based depreciation and accounting-based depreciation.
A significant judgment is required in relation to  Assessed the appropriateness of presentation and disclosure against IAS 12.
deferred tax liabilities as this is related to taxable
profit(loss) of future periods.  Verify the procedure of deferred tax calculation and recognition.

Valuation of inventory
Inventories should be measured at the lower of cost and We challenged the appropriateness of managements assumptions applied in calculating the
net realizable value. value of the inventory provisions by:
The amount of BDT 763,853,167 has been reported as � Evaluating the design and Implementation of key inventory controls operating across the
stock and stores as on 30 June 2023 in the financial company;
statements. � Attending inventory counts and reconciling the count results to the inventory listings to test
Inventories are maintained by manual interfaces and the completeness of data;
inputs, there is a risk that inappropriate management � Verified cost price of a sample of inventories and compared with the associated provision to
override and/ or error may occur. assess whether inventory provisions are complete;
� Review the historical accuracy of inventory provisioning and the level of inventory write-off
during the year.
See note no. 3.2 & 07 to the financial statements. Our testing identified issues regarding existence of inventories which have been reported in the
basis for qualified opinion section of our report.

Other Information
Management is responsible for the other information. The other information comprises all of the information in the Annual report other than
the Financial Statements and our auditors’ report thereon. The directors are responsible for the other information.
Our opinion on the Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the Financial Statements, our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the Financial Statements or our knowledge obtained in the audit, or otherwise appears to
be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information;
we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Financial Statements and Internal Controls
Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRSs and for such internal
control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error. The Companies Act, 1994 require the Management to ensure effective internal audit, internal control and risk
management functions of the Company.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclos-
ing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to
liquidate the Company or to cease operations or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.

35
 Annual Report 2022-23

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
� Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
� Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.
� Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by
management.
� Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as
a going concern.
� Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that achieves fair presentation.
� Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to
express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain
solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding indepen-
dence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of
the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law
or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.

Report on other Legal and Regulatory Requirements

In accordance with the Companies Act 1994 and the Securities and Exchange Rules 1987, we also report the following:
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 accounts as required by law have been kept by the Company so far as it appeared from our examination of these
books;
c) the statements of financial position and statement of comprehensive income dealt with by the report are in agreement with the books of
accounts and returns; and
d) the expenditure incurred was for the purposes of the Company’s business.

Firms’ Name : S. K. BARUA & CO., Chartered Accountants

Signature :

Auditor’s Name : Mohammad Anwarul Hoque FCA, Engagement Partner/Enr No: 1458
Date : 15th November 2023
Place : Dhaka
DVC : 2311151458AS732289

36
 Annual Report 2022-23

H.R. Textile Mills Limited

Statement of Financial Position
As at 30th June 2023
As at 30/06/2023 As at 30/06/2022
Particulars Notes
Taka Taka
ASSETS
Non-Current Assets 2,731,177,023 2,431,739,472
Property, Plant and Equipment 4 2,458,698,974 2,352,342,968
Capital Work in Progress 5 184,646,812 -
Investment in FDR 6 87,831,237 79,396,504
Current Assets 1,946,808,109 1,547,796,055
Stocks and Stores 7 763,853,167 707,745,180
Trade and Other Debtors 8 702,905,122 682,049,353
Advances, Deposits and Prepayments 9 378,589,239 102,534,585
Cash and Bank Balances 10 101,460,581 55,466,937
Total Assets 4,677,985,132 3,979,535,527
SHAREHOLDERS’ EQUITY AND LIABILITIES
Shareholders’ Equity 1,207,596,650 1,204,810,774
Share Capital 11 292,215,000 265,650,000
General Reserve 12 6,956,752 6,956,752
Tax Holiday Reserve 13 22,378,988 22,378,988
Dividend Equalisation Reserve 14 10,000,000 10,000,000
Revaluation Surplus 15 650,075,370 650,971,582
Retained Earnings 16 225,970,540 248,853,452
Non-Current Liabilities 2,647,804,507 1,750,216,851
Long-term Loans - Secured, Future Maturity 17 2,510,819,755 1,615,926,934
Non-Convertible Callable Zero-coupon Bond 18 24,254,358 21,309,644
Provision for Gratuity 19 22,008,828 24,395,687
Deferred Tax Liability 20 90,721,566 88,584,586
Current Liabilities 822,583,975 1,024,507,902
Short-term Loans 21 364,041,452 368,516,487
Trade and Other Creditors 22 337,744,483 543,564,553
Unclaimed Dividend Account 23 6,785,277 5,698,781
Accrued Expenses 24 26,136,042 35,474,895
Provision for Current Taxation 25 67,079,066 42,980,558
Bills Receivable Discounted 26 15,328,209 16,898,858
Workers' Participation/ Welfare Funds 27 5,469,446 11,373,770
Total Shareholders’ Equity & Liabilities 4,677,985,132 3,979,535,527
Net Assets Value (NAV) per share 28 41.33 45.35

The annexed notes from 1 to 45 from an integral part of these financial statements.

Mr. M. A Moyeed Dr. M. A Moyeen Mr. M.A.A Naheel Mr. Md. Wali Ullah
Managing Director Director CFO Company Secretary

Dated: Dhaka
Meeting: November 11, 2023
Signed in terms of our annexed report of even date .
Dated: Dhaka: November 11, 2023 S.K. BARUA & CO.
DVC : 2311151458AS732289 Chartered Accountants

37
 Annual Report 2022-23

H.R. Textile Mills Limited

Statement of Profit or Loss and
other Comprehensive Income
For the year ended 30th June 2023

Particulars Notes 30/06/2023 30/06/2022

Taka Taka

Sales Revenue 29 2,282,079,427 2,953,308,668

Export Incentive 30 47,799,560 40,297,350
Turnover 2,329,878,987 2,993,606,018
Cost of Goods Sold 31 (1,964,985,595) (2,559,743,057)
Gross Profit 364,893,392 433,862,961
Administrative, Selling and General Expenses 32 (85,356,970) (103,472,082)
Financial Expenses 33 (241,755,003) (229,316,557)
Operating Profit 37,781,419 101,074,322
Other Income 34 6,637,637 1,484,289
Profit before contribution to WPPF 44,419,057 102,558,611
Contribution to WPPF 27 (2,115,193) (4,883,743)
Net Profit before Tax 42,303,864 97,674,868
Income Tax Expenses (26,393,644) (23,489,903)
Current Tax 36 (24,098,508) (18,910,163)
Deferred Tax 20 (2,295,136) (3,394,227)
Prior year Tax - (1,185,513)
Net Profit after Tax 15,910,220 74,184,965
Earning Per Share (EPS) 38 0.54 2.79
Earning Per Share (EPS) (Restated) 38 0.54 2.54

The annexed notes from 1 to 45 form an integral part of these financial statements.

Mr. M. A Moyeed Dr. M. A Moyeen Mr. M.A.A Naheel Mr. Md. Wali Ullah
Managing Director Director CFO Company Secretary

Dated: Dhaka
Meeting: November 11, 2023
Signed in terms of our annexed report of even date .
Dated: Dhaka: November 11, 2023 S.K. BARUA & CO.
DVC : 2311151458AS732289 Chartered Accountants

38
 H.R. Textile Mills Limited
Statement of Changes in Shareholders’ Equity
For the year ended 30th June 2023

Particulars Share Capital General Tax holiday Revaluation Dividend Equalisation Retained Total
Reserve Reserve Surplus Reserve Earnings Taka

Balance as at June 30, 2022 265,650,000 6,956,752 22,378,988 650,971,582 10,000,000 248,853,452 1,204,810,774

Revaluation reserve realised - - - (896,212) - 1,054,368 158,156

Cash Dividend declared 2022 - - - - - (13,282,500) (13,282,500)
Bonus Shares Issued 2022 26,565,000 - - - - (26,565,000) -
Net profit after tax - - - - - 15,910,220 15,910,220
Balance as at 30th June 2023 292,215,000 6,956,752 22,378,988 650,075,370 10,000,000 225,970,540 1,207,596,650

Balance as at June 30, 2021 253,000,000 6,956,752 22,378,988 651,867,794 10,000,000 198,914,119 1,143,117,653
Revaluation reserve realised - - - (896,212) - 1,054,368 158,156
Cash Dividend declared 2021 - - - - - (12,650,000) (12,650,000)
Bonus Shares Issued 2021 12,650,000 - - - - (12,650,000) -
Net profit after tax - - - - - 74,184,965 74,184,965
Balance as on 30th June 2022 265,650,000 6,956,752 22,378,988 650,971,582 10,000,000 248,853,452 1,204,810,774

Mr. M. A Moyeed Dr. M. A Moyeen Mr. M.A.A Naheel Mr. Md. Wali Ullah
Managing Director Director CFO Company Secretary

Dated: Dhaka
Meeting: November 11, 2023
Signed in terms of our annexed report of even date .
Dated: Dhaka: November 11, 2023 S.K. BARUA & CO.
DVC : 2311151458AS732289 Chartered Accountants
Annual Report 2022-23

39
 Annual Report 2022-23

H.R. Textile Mills Limited

Statement of Cash Flows
For the year ended 30th June 2023

Particulars Notes 30/06/2023 30/06/2022

Taka Taka

Cash Flows from Operating Activities:

Cash received from Sales and export incentives 2,309,023,218 3,006,724,266
Receipts from Other Income 6,596,432 1.329.764
Cash paid for goods and services (2,483,330,303) (2,643,589,739)
Cash from operation (167,710,653) 364,464,291
Interest paid (221,888,983) (206,079,881)
Income tax paid/deducted at sources (24,519,008) (19,010,163)
Net Cash inflows from operating activities (414,118,643) 139,374,247

Cash Flows from Investing Activities:

Acquisition of property, plant and equipment 4&5 (411,090,031) (256,181,386)
Investment in FDR 6 (8,434,733) (63,499,004)
Net Cash outflows from investing activities (419,524,764) (319,680,390)

Cash Flows from Financing Activities:

Long Term Loans Received/(Repaid) 894,892,821 429,296,993
Non-Convertible Callable Zero-coupon Bond 2,944,714 21,309,644
Short-term Loans Received/(Repaid) (4,475,035) (294,906,564)
Cash Dividend Paid (12,196,004) (11,629,157)
Bills Receivable Discounted Received/(Repaid) (1,570,649) (46,491)
Net Cash inflow from financing activities 879,595,847 144,024,425

Net increase/(decrease) in cash and bank balances 45,952,440 (36,281,718)

Cash and Bank balances on opening 55,466,936 91,594,129
Effects of exchange rate changes on cash and cash equivalents 41,205 154,525
Cash and Bank balances at closing 101,460,581 55,466,936
Net Operating Cash Flows Per Share (NOCFPS) 39 (14.17) 5.25

Mr. M. A Moyeed Dr. M. A Moyeen Mr. M.A.A Naheel Mr. Md. Wali Ullah
Managing Director Director CFO Company Secretary

Dated: Dhaka
Meeting: November 11, 2023
Signed in terms of our annexed report of even date .
Dated: Dhaka: November 11, 2023 S.K. BARUA & CO.
DVC : 2311151458AS732289 Chartered Accountants

40
 Annual Report 2022-23

H.R. Textile Mills Limited

Notes to the Financial Statements
For the year ended June 30, 2023
Forming an Integral Part of the Financial Statements
1. Notes - General
(a) Status and Activities:
This is a public limited company incorporated in Bangladesh under the Companies Act, 1913 on 3 December 1984
under the entrepreneurship of the Pride Group. The other shareholders are the general public and local financial
institutions. The shares of the Company are listed with both the Dhaka Stock Exchanges and Chittagong Stock
Exchanges PLC in Bangladesh. The address of the registered office is B-87, Mailbag Chowdhurypara, Dhaka and the
mills are located at Karnapara, Savar, Dhaka. The Company owns textile mills and its principal activities are knitting,
processing and finishing of textile products and making garments.
2. Basis of preparation
2.1 Statement of compliance
The financial statements have been prepared in accordance with International Accounting Standards (IAS),
International Financial Reporting Standards (IFRS) and the Companies Act, 1994, Income Tax Ordinance,1984, Income
Tax Rules, 1984, Value Added Tax Act, 1991 and the Value Added Tax Rules 1991, Bangladesh Securities and Exchange
Rules, 2097 and other related regulations. Any abrupt changes of the policies made by the regulatory authorities may
adversely affect the business of the company.
2.2 Basis of measurement
The financial statements have been prepared on historical cost basis except financial assets and liabilities which are
stated at "fair value".
2.3 Functional and presentational currency
These financial statements are prepared in Bangladeshi Taka, which is the Company's functional currency.
2.4 Use of estimates and judgments
The preparation of financial statements in conformity with IAS/IFRS requires management to make judgments,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying
assumptions are reviewed on a ongoing basis.
2.5 Reporting period
The financial reporting period of the company covers three months from 01 July 2022 to June 30, 2023.
2.6 Comparative Information and Rearrangement Thereof
In accordance with the provisions of IAS-1: Presentation of Financial Statements, Comparative information has been
disclosed for all numerical information in the financial statements and also the narrative and descriptive information
where it is relevant for understanding of the current year's financial statements.
2.7 Corporate Accounting Standards Practiced

IAS 1 Presentation of Financial Statements Complied IAS 24 Related Party Disclosures Complied
IAS 2 Inventories Complied IAS 26 Accounting and Reporting by Retirement Benefit Plans Not Applicable
IAS 7 Cash Flows Statement Complied IAS 27 Separate Financial Statements Complied
IAS 8 Accounting policies , Changes in Accounting IAS 28 Investments in Associates and Joint Ventures Not Applicable
Estimates and Errors Complied IAS 29 Financial Reporting in Hyperinflationary Economies Not Applicable
IAS 10 Events after the Reporting Period Complied IAS 32 Financial Instruments: Presentation Complied
IAS 12 Income Taxes Complied IAS 33 Earnings Per Share Complied
IAS 16 Property, Plant and Equipment Complied IAS 34 Interim Financial Reporting Complied
IAS 19 Employee Benefits Complied IAS 36 Impairment of Assets Complied
IAS 20 Accounting for Government Grants and IAS 37 Provision ,Contingent Liabilities and Contingent Assets Complied
Disclosure of Government Assistance Complied IAS 38 Intangible Assets Complied
IAS 21 The Effects of Changes in Foreign Exchange Rates Complied IAS 40 Investment Property Not Applicable
IAS 23 Borrowing Costs Complied

41
 Annual Report 2022-23

Applicable International Financial Reporting Standards (IFRSs) are as follows:

IFRS 1 First-time Adoption of Bangladesh Financial IFRS 8 Operating Segments Not Applicable
Reporting Standards Not Applicable IFRS 9 Financial Instruments Complied
IFRS 2 Share-based Payment Not Applicable IFRS 10 Consolidated Financial Statements Not Applicable
IFRS 3 Business Combinations Not Applicable IFRS 11 Joint Arrangements Not Applicable
IFRS 4 Insurance Contracts Not Applicable IFRS 12 Disclosure of Interests in Other Entities Not Applicable
IFRS 5 Non-current Assets Held for Sale and IFRS 13 Fair Value Measurement Complied
Discontinued Operations Not Applicable IFRS 14 Regulatory Deferral Accounts Not Applicable
IFRS 6 Exploration for and Evaluation of Mineral Resources Not Applicable IFRS 15 Revenue from contracts with customers Complied
IFRS 7 Financial Instruments: Disclosures Complied IFRS 16 Leases Not Applicable

2.8 Component of Financial Statements

i) Statement of Financial Position as at June 30,2023;
ii) Statement of Profit or Loss and other Comprehensive Income for the year ended on June 30, 2023;
iii) Statements of Changes in Shareholders’ Equity for the year ended on June 30, 2023;
iv) Statement of Cash Flows for the year ended on June 30, 2023; and
v) Notes to the Financial Statements for the year ended on June 30, 2023.

3.00 Significant accounting policies

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

3.01 Property, plant and equipment

3.01.1 Recognition and measurement
Property, plant and equipment are measured at cost and valuation (only land) less accumulated depreciation and impairment
losses, if any. Cost includes expenditures that are directly attributable to the acquisition of the asset. It is carried at the lower of its
carrying amount and fair value less cost. Any write-down is shown as an impairment loss. Cost includes expenditures that are
directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality of the related
equipment is capitalised as part of that equipment.
3.01.2 Subsequent costs
The cost of replacing part of an item of property, plant and equipment is 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. The costs of the day-to-day servicing of property, plant and equipment are recognized in the statement of
comprehensive income as incurred.
3.01.3 Depreciation on property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation thereon. Depreciation is charged applying
straight line method on all fixed assets other than land and land development. Depreciation has been charged on addition when
the related asset is available for use and no depreciation has been charged when the related assets are de-recognized/disposed
off. After considering the useful life of the assets as per IAS-16: Property Plant and Equipment, the depreciation rates have been
applied as under which is considered reasonable by the management:

SL No. Particular Rate of Depreciation

01 Factory Building 2.50%
02 Plant & Machinery 7.00%
03 Factory Shed 7.50%
04 Electric, Gas, Water, Steam and Telephone Installation, Furniture &
Fixture, Office Equipment, Factory Equipment and Tools & Apparatus. 10%
05 Motor Vehicle 15%

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 Annual Report 2022-23

3.01.4 Impairment of assets

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

b) Non-Financial assets
An asset is impaired when its carrying amount exceeds its recoverable amount. The company assesses at each reporting
date whether there is any indication that an asset may be impaired. If any such indication exits, the company estimates the
recoverable amount of the asset. The recoverable amount of an asset is the higher of its fair value less cost to sell and its
value in use. Carrying amount of the assets is reduced to its recoverable amount by recognizing an impaired loss is
recognized immediately in statement of comprehensive income unless the asset is carried at revalued amount. Any
impaired loss of a revalued asset treated as a revaluation decrease. During the year no impaired loss occurred to recognize
in the Financial Statements.
3.01.5 Intangible assets:
i) Software:
Software that acquires by Group, which have finite useful lives, are measured as cost less accumulated amortization and
accumulated impairment losses, if any. Subsequent expenditure is capitalized only when it increases the future economic
benefits embodied in the specific assets to which it relates.
3.01.6 Amortization:
Amortization is charged in the income statement on a straight-line basis over the estimated useful lives of intangible assets
other than goodwill. Amortizations on additions are charged at 50% of normal rates only in the year of acquisition.
Amortized is charged at the rates of 05-20% depending on the estimated useful lives of assets and no amortization is
charged in the year of disposal except other assets.

3.2 Inventories
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is valued at weighted average cost
method and includes costs for acquiring the inventories and bringing them to their existing locations and conditions.

3.3 Provisions
A provision is recognized on the balance sheet date if, as a result of past events, the Company has a present legal or constructive
obligation that can be estimated reliably, and it is provable that an outflow of economic benefits will be required to settle the
obligation.
In accordance with the guidelines as prescribed by IAS-37: Provisions, Contingent Liabilities and Contingent Assets, provisions
are recognized in the following situations;
a) when the company has an obligation (legal or constructive) as a result of past events;
b) when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and
c) Reliable estimates can be made of the amount of the obligation.

3.4 Earnings Per Share (EPS)

This has been calculated in compliance with the requirement of IAS-33: Earnings per share. Earnings per share by dividing the
net earnings after Tax by the number of ordinary shares outstanding during the period.
Basic Earnings per share (Numerator /Denominator)
Earnings (Numerator)
*This represents earning for the year attributable to ordinary shareholders
No. of ordinary shares (Denominator)
This represents number of ordinary share outstanding during the period.

Diluted Earnings per share

As per the existing conditions of the loans taken by the company from various financial institutions or other contracts with
various parties including employees, there is no condition related to conversion or stipulation related to share based payments
for material and services supplied by them to the company. Hence, no Diluted EPS of the company has been calculated.

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 Annual Report 2022-23

3.5 Revenue
In compliance with the requirements of IFRS 15 "Revenue from Contracts with Customers" revenue represents the sales proceeds
which are recognized when the parties to the contract have approved the contract and are committed to perform their respective
obligations; delivery are made from factory godown to carriers that is, when the significant risk and rewards of ownership have
been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be
estimated reliably, and there is no continuing management involvement with the goods.
3.6 Trade receivables
Trade receivables at the balance sheet date are stated at amounts which are considered realizable.
3.7 Finance income and expenses
Finance income comprises interest income on funds invested. Interest income is recognized as it accrues. Finance expenses
comprise interest expense on borrowings, bank charges and guarantee costs. All borrowing costs are recognized in the Statement
of Profit or Loss and Other Comprehensive Income using the effective interest rate.
3.8 Cash and cash equivalents
It includes cash in hand and other deposits with banks which were held and available for use by the company without any
restriction.
3.9 Taxation
Current tax
Provision for current income tax has been made during the year under review in respect of net profit at the rate of 15%
Deferred tax
Deferred tax liabilities are the amount of income taxes payable in future years in respect of taxable temporary differences.
Deferred tax assets are the amount of income taxes recoverable in future years in respect of deductible temporary differences.
Deferred tax assets and liabilities are recognized for the future tax consequences of timing differences arising between the
carrying values of assets, liabilities, income and expenditure and their respective tax bases. Deferred tax assets and liabilities are
measured using tax rates and tax laws that have been enacted or subsequently enacted at the financial statement date.
3.10 Foreign Currency Transaction
Foreign currency transactions are recorded, on initial recognition in the functional currency at the spot exchange rate ruling at the
transaction date.
At the end of each reporting period, in compliance with the provision of IAS 21: The Effects of Changes in Foreign Exchange Rates
are determined as under:
a) Foreign currency monetary items are translated using the closing rate.
b) b) Non-monetary items that are measured in terms of historical costs in a foreign currency are translated using the exchange
rate at the date of the transaction.
c) c) Non-monetary items that are measured at fair value in a foreign currency is translated using the exchange rate at the date
when the fair value is determined.
d) d) Exchange differences arising on the settlement of monetary items or on translating monetary Items at rate different from
those at which they were translated on initial recognition during the year or in previous financial statements is recognized in
profit or loss in the year in which they arise.
3.11 Employee Benefits:
The Company is operating Workers Profit Participation Fund (WPPF) and Welfare Fund according to Bangladesh Labour Law 2006
and Bangladesh labour (Amendments) Act 2013 are accounted for securing benefits to the employees in accordance with the
provision of International Accounting Standard (IAS)-19, “Employee Benefit”.
Retrial Benefits (Gratuity):
The retrial benefits (gratuity) liability for the permanent employees of the Company is accrued at one months’ basic pay for each
completed year of service of each employee who has completed service for six months or more.
3.12 Related party disclosure
As per IAS 24: Related Party Disclosure, parties are considered to be related if one has the ability to control or exercise significant
influence over other in making financial and operating decisions.
3.13 Statement of Cash Flows
The statement of cash flows has been prepared in accordance with the requirements of IAS 7 "Statement of Cash Flows". The cash
generating from operating activities has been reported using the direct method as prescribed by the Securities and Exchange
Rules, 2020 and as the benchmark treatment of IAS 7 whereby major classes of gross cash receipts and gross cash payments from
operating activities are disclosed.

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 Annual Report 2022-23

3.14 Events after the Reporting Period

In compliance with the requirements of IAS 10 "Events after the Reporting Period" events after the reporting period that provided
additional information about the company's position at the statement of financial position date are reflected in the financial statements
and events after the statement of financial position date that are not adjusting events are disclosed in the notes when material.
3.15 Risk Exposure
Interest Rate Risk
Interest rate risk is the risk that company faces due to unfavorable movements in the interest rates. Changes in the government's
monetary policy, along with increased demand for loans/ investments tend to increase the interest rates. Such rises in interest rates
mostly affect companies having floating rate loans or companies investing in debt securities.
Management Perception
The company has mostly fixed rate loans; and accordingly, adverse, impact of interest rate fluctuation is insignificant.
Exchange Rate Risk
Exchange rate risk occurs due to changes in exchange rates. As the company imports materials and equipment from abroad and also
earns revenue in foreign currency, unfavorable volatility or currency fluctuation may affect the profitability of the company. If exchange
rate increases against locale currency, opportunity arises for generating more profit.
Management Perception
The company's exports exceed imports; therefore, volatility of exchange rates has limited impact on profitability of the company.
Industry Risks
Industry risk refers to the risk of increased competition from foreign and domestic sources leading to lower prices, revenues, profit
margin, and marker share which could have an adverse impact on the business, financial condition and results of operation.
Management Perception
Management is optimistic about growth opportunity in garments and textiles sector in Bangladesh. Furthermore there is untapped
international market.
Market risks
Marker risks refer to the risks of adverse market conditions affecting the sales and profitability of the company. Mostly, the risk arises from
falling demand for the product or service which would harm the performance of the company. On the other hand, strong marketing and
brand management would help the company increase their customer base.
Management Perception
Management is fully aware of the market risk and act accordingly. Moreover the company has a strong marketing and brand
management to increase the customer base and customer loyalty.
Operational Risks
Non-availabilities of materials/ equipment’s/ services may affect the smooth operational activities of the company. On the other hand,
the equipment may face operational and mechanical failures due to natural disasters, terrorist attacks, unforeseen events, lack of
supervision and negligence, leading to severe accidents and losses.
Management Perception
The company perceives that allocation of its resources properly can reduce this risk factor to great extent. The company hedges such
risks in costs and prices and also takes preventive measures therefor.
Liquidity Risk
Liquidity Risk is defined as the risk that the company will not be able to settle its obligations on time or reasonable price.
Management Perception
The company's approach to managing liquidity is to ensure, as possible, that it will always have sufficient liquidity to meet its liabilities
when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the company's
reputation. Typically, management ensures that it has sufficient cash and cash equivalent to meet expected operational expenses,
including the servicing of financial obligation through preparation of the cash forecast prepared based on time line of payment of the
financial obligation and accordingly arrange for sufficient liquidity/ fund to make the expected payment within due date.

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 Annual Report 2022-23

Market risks
Market risk is the risk that changes in market prices, such as interest rates, foreign exchange rates, and other prices will affect the
Company’s result or the value of its holdings of financial instruments. The objective of market risk management is to manage and control
market risk exposures within acceptable parameters while optimizing the return on risk.
Interest rate risks
At the reporting date, the Company had the following interest-bearing financial instruments: cash and cash equivalents, time deposits,
rent deposits, and bank liabilities. All cash and cash equivalents mature or reprise in the short-term, no longer than three months.
Borrowings mainly bear interest at fixed rates. Cash and cash equivalents and borrowings issued at variable rates expose the Company to
cash flow interest rate risk.
The Company does not account for any fixed-rate borrowings at fair value through profit or loss. Therefore a change in interest rates at
the reporting date would not affect profit or loss.
The Company Treasury manages the interest rate risk to reduce the volatility of the financial result as a consequence of interest rate
movements. For the decision whether new borrowings shall be arranged at a variable or fixed interest rate, the Company Treasury
focuses on an internal long-term benchmark interest rate and considers the amount of cash and cash equivalents held at a variable
interest rate. Currently, the interest rate exposure is not hedged.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. Company Treasury manages
the Company’s liquidity to ensure sufficient liquidity to meet all liabilities when due, under both normal and stressed conditions, without
facing unacceptable losses or risking damage to the Company’s reputation.
Excess liquidity can be invested in instruments such as time deposits, government, and corporate bonds, shares of publicly listed
companies, and capital protected instruments.

The following are the contractual maturities of financial liabilities, including interest payments:
BDT Carrying amount Between 1 Between 91 Between 1 Total
and 90 days and 360 days and 2 years
Non-derivative financial liabilities - - - - -
Bank Loan - - - - 2,874,861,207
Sundry Creditors - - - - 337,744,483
Balance at June 30, 2023 - - - - 3,212,605,690

3.16 Going Concern:

At each year end management of the Company makes assessment of going concern as required by IAS-1. The company has adequate
resources to continue its operation for the foreseeable future and has wide coverage of its liabilities. The Board of Directors continue to
adopt going concern assumption while preparing the financial statements.
3.17 Materiality and Aggregation
Each material class of similar items is presented separately in the Financial Statements. Items of a dissimilar nature or function are
presented separately unless they are immaterial.
3.18 Capital Work-In-Progress:
Property, Plant and Equipment under construction/acquisition have been accounted for as capital work-in-progress until
construction/acquisition is completed and measured at cost.
3.19 Capitalized Borrowing Cost:
Borrowing cost relating to acquisition of fixed asset, is capitalized as per International Accounting Standard (IAS-23) - Borrowing Cost at
the weighted average cost of borrowing. However, capitalization of borrowing costs is ceased when acquisition of relevant asset is
completed. The borrowing costs for the Right Use of Assets are not capitalized as per IFRS-16.
3.20 Other Income
Other income is recognized when the company's right to receive such income has been reasonably determined and all conditions
precedent is satisfied.
3.21 Sources of Information:
During our course of preparation and presentation of the financial statements it has been considered the relevant financial documents
and collected information throughout the accounting period ended 2022-2023 after overlooking of the head of accounts.

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 Annual Report 2022-23

4. Property, Plant and Equipment 2023 2022

a) Cost: Taka Taka
Opening balance 3,657,995,867 3,401,814,481
Add: Addition during the year 226,443,219 256,181,386
3,884,439,086 3,657,995,867
Less: Adjustmet during the year - -
Sub Total (a) 3,884,439,086 3,657,995,867
b) Accumulated depreciation
Opening balance 1,305,652,899 1,199,853,873
Add: Charged during the year 120,087,213 105,799,026
1,425,740,112 1,305,652,899
Less: Adjustment during the year - -
Sub Total (b) 1,425,740,112 1,305,652,899
Written down value (a - b) 2,458,698,974 2,352,342,968
(Details Schedule of PPE are shown in Annexure-A)

5. Capital Works in Progress

Opening balance - -
Add: Addition during the year 184,646,812 -
Closing balance 184,646,812 -
6. Investment in FDR
Opening balance 79,396,504 15,897,500
Add: Addition this year 4,500,000 62,500,000
Add Interest charges during the year 3,934,733 999,004
Closing balance 87,831,237 79,396,504

These above mentioned amount of the FDR’s are liened against Five years IPDC Finance Ltd, Guarantees
amounting Tk. 87,831,237 which have been issued by IPDC Finance Limited in favor of IPDC Finance Limited.
Hence, the same have been shown as non-current asset.
7. Stocks and Stores
7.1 The make-up is as below: 2023 2022
Quantity (Kg.) Amount (Taka) Quantity (Kg.) Amount (Taka)
Stock of Yarn - Note 7.2 737,802 283,611,964 664,167 263,525,152
Stock of Dyes and Chemicals - Note 7.3 231,808 68,945,328 255,459 84,628,140
Stock of Work-in-Process - Note 7.4 193,481,154 184,171,796
Stock of Finished Goods - Note 7.5 155,150,760 129,658,287
Stock of Accessories 22,509,057 17,865,357
Goods in Transit 24,856,452 13,659,858
748,554,715 693,508,590
Stock of Spares 15,298,452 14,236,590
763,853,167 707,745,180
7.2 Stock of Yarn
Stock of Yarn 737,802 283,611,964 664,167 263,525,152
737,802 283,611,964 664,167 263,525,152
7.3 Stock of Dyes and Chemicals
Dyes 46,478 38,308,866 56,957 42,105,783
Chemicals 185,330 30,636,462 198,502 42,522,357
231,808 68,945,328 255,459 84,628,140
7.4 Stock in Work in Process
Cost of Materials 105,245,896 105,936,538
Cost of Conversion 88,235,258 78,235,258
193,481,154 184,171,796

7.5 Stock of Finished Products

Finished Garments 143,236 48,847,239 156,425 43,354,766
Knitted Fabrics 176,312 106,303,521 126,733 86,303,521
319,548 155,150,760 283,158 129,658,287

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 Annual Report 2022-23

8. Trade and Others Debtors 2023 2022

US$ Taka US$ Taka
Export Sales Receivable (Below 180 days) 6,058,422 648,385,122 7,129,448 648,499,353
Others Debtors 509,533 54,520,000 400,119 33,550,000
6,567,955 702,905,122 7,529,567 682,049,353
These include a sum of Tk. 54,520,000 (2022: Tk. 33,550,000 ) due from Associates Companies, expected to
be realised/ adjusted within a year from the financial statement end date.
These are unsecured but considered good.
9. Advances, Deposits and Prepayments 2023 2022
Advances: Taka Taka
Salary Advance 2,592,000 1,252,650
Advance Tax 1,343,500 923,000
Factory Insurance Advance 2,933,520 1,168,166
Advance against land 248,000,000 -
IPDC Finance Ltd. 8,709,484 8,709,484
Operational Advance 8,985,452 8,554,510
Eltech Engineering Co. Ltd 6,600,000 6,600,000
Tax deducted at source 64,245,812 40,147,304
343,409,768 67,355,114
Deposits :
Security deposits 17,381,571 17,381,571
Bank Guarantee Margin 17,797,900 17,797,900
35,179,471 35,179,471
378,589,239 102,534,585
The advances are unsecured but considered good.
10. Cash and Bank Balances
Cash at Banks with Banks/ Financial Institutions on Current Account:
BRAC Bank Ltd, Dhanmondi Branch, CD A/c 13,923 14,763
Mutual Trust Bank Ltd, Gulshan Branch, CD A/c 127,280 217,707
Mutual Trust Bank Ltd, Gulshan Branch, Fund builup A/c 4,049,943 2,432,069
Mutual Trust Bank Ltd, Gulshan Branch, Dollar A/c 13,359,991 122,486
Mutual Trust Bank Ltd, Gulshan Branch, Dollar A/c 2,113,095 -
Mutual Trust Bank Ltd, Gulshan Branch, ERQ A/c 50,537 88,501
Mutual Trust Bank Ltd, Gulshan Branch, SND A/c - 5,836
HSBC, Anchor Tower Branch, MDA Margin A/c 5,366,192 -
HSBC, Anchor Tower Branch, FCY A/c 1,487,978 97,718
HSBC, Anchor Tower Branch, CD A/c 782,244 422,572
Trust Bank Ltd, SKB Branch, Dollar A/c 422,995 6,856,936
Trust Bank Ltd, SKB Branch, FCAD A/c 411 318,086
Trust Bank Ltd, SKB Branch, CD A/c 72,929 1,306,972
United Commercial Bank Ltd., CD A/c - 965
AL-Arafa Islami Bank Ltd, H/O Corporate Br., CD A/c 250,375 227,956
AL-Arafa Islami Bank Ltd, H/O Corporate Br., ERQ A/c 287,794 -
AL-Arafa Islami Bank Ltd, H/O Corporate Br., FC Held A/c 10,465,997 -
Dutch-Bangla Bank Ltd., Gulshan Branch, CD A/c 129,938 109,344
AB Bank Ltd, Motijheel Branch, CD A/c 7,891 144,290
AB Bank Ltd, Motijheel Branch, Notice A/c 362,200 509,112
39,351,713 12,875,313
With Bank on Short-term Deposit Account:
Trust Bank Ltd, SKB Branch, SND A/c 55,701,037 39,078,137
Southeast Bank Ltd, Principal Branch, STD A/c 54,671 58,867
55,755,708 39,137,004
Cash at Banks 95,107,421 52,012,317
Cash in Hand 6,353,160 3,454,620
101,460,581 55,466,937

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 Annual Report 2022-23

11. Share Capital 2023 2022

Taka Taka
11.1 Authorized:
100,000,000 Ordinary Shares of Tk. 10 each 1,000,000,000 1,000,000,000

11.2 Issued, Subscribed and Paid-up:

29,221,500 Ordinary Shares of Tk. 10 each fully paid-up 292,215,000 265,650,000

11.3 Composition of Shareholdings: June 30, 2023 June 30, 2022

Classes of Holdings No. of Shares % No. of Shares %
Sponsor/Directors 14,093,947 48.23 13,449,047 50.63
Financials Institutions 2,981,177 10.20 1,610,080 6.06
General Public 12,146,376 41.57 11,505,873 43.31
Total 29,221,500 100.00 26,565,000 100.00

Distribution schedule - Disclosures Under the Listing Regulations of Stock Exchanges:

The distribution schedule showing the number of shareholders and their share holdings in percentage has been
disclosed below as a requirement of the Stock Exchanges (Listing) Regulations, 2015.

2023 2022
Shareholdings range in number of shares No. of No. of Holdings No. of No. of Holdings
Shareholders Shares (%) Shareholders Shares (%)
00000000001 - 00000000499 6,858 1,918,611 6.57 6,929 1,916,330 7.21
00000000500 - 00000000500 3,682 1,841,000 6.30 3,746 1,873,000 7.05
00000000501 - 00000002000 763 1,678,600 5.74 917 2,017,400 7.59
00000002001 - 00000005000 324 915,948 3.14 523 1,478,521 5.57
00000005001 - 00000010000 112 823,424 2.82 121 877,492 3.30
00000010001 - 00000050000 35 1,260,000 4.31 47 1,598,000 6.02
00000050001 - 00000100000 21 1,455,163 4.98 5 445,000 1.67
00000100001 - 00000250000 14 2,250,548 7.70 9 1,899,000 7.15
00000250001 - 00000500000 5 1,905,857 6.52 2 1,011,210 3.81
00000500001 and above 8 15,172,349 51.92 6 13,449,047 50.63
Total 11,822 29,221,500 100.00 12,305 26,565,000 100.00

11.4 Year wise break-up of the issue:

Date Particulars Shares 2023 (Taka) 2022 (Taka)
03/12/1984 Subscribed capital as per Memorandum and Articles 4,000 400,000 400,000
of Association at the time of Incorporation (4,000 of Tk 100 each)
25/06/1987 28,100 Bonus shares of Tk. 100 each issued 28,100 2,810,000 2,810,000
10/02/1995 1,500 Bonus shares of Tk. 100 each issued 1,500 150,000 150,000
27/03/1995 366,400 Bonus shares of Tk. 100 each issued 366,400 36,640,000 36,640,000
06/04/1995 400,000 Bonus shares of Tk. 100 each issued 400,000 40,000,000 40,000,000
14/12/1995 200,000 Bonus shares of Tk. 100 each issued 200,000 20,000,000 20,000,000
19/12/1996 1,000,000 shares issued through public offering
(1,000,000 shares of Tk. 100 each) 1,000,000 100,000,000 100,000,000
28/03/2011 10% shares issued as Bonus (200,000 shares of Tk. 100 each) 200,000 20,000,000 20,000,000
29/03/2012 15% shares issued as Bonus (330,000 shares of Tk. 100 each) 330,000 33,000,000 33,000,000
24/01/2022 5% shares issued as Bonus (126,500 shares of Tk. 100 each) 126,500 12,650,000 12,650,000
18/01/2023 10% shares issued as Bonus (265,650 shares of Tk. 100 each) 265,650 2,6565,000 -
Total (Taka 100 per share) 2,922,150 292,215,000 265,650,000
Total (Taka 10 per share) 29,221,500 292,215,000 265,650,000

11.5 Option on unissued shares:

There is no option regarding authorized capital not yet issued but can be used to increase the issued, subscribed and paid
up capital through the issuance of new shares.

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 Annual Report 2022-23

12. General Reserve 2023 2022

Taka Taka
Opening & Closing balance 6,956,752 6,956,752
13. Tax Holiday Reserve
Opening & Closing balance 22,378,988 22,378,988
14. Dividend Equalisation Reserve
Opening & Closing balance 10,000,000 10,000,000
15. Revaluation Surplus
Revaluation Surplus 650,971,582 651,867,794
Transfered to retained earnings (896,212) (896,212)
Closing balance 650,075,370 650,971,582

M/S. Ahmad and Akhtar & Co. Chartered Accountants, Dhaka, Bangladesh (the valuer) revalued the Factory Lands & Building as
of December 31, 2018 at "Current Cost Accounting Method (CCA)". Due to the revaluation, a net revaluation surplus amounting
to Tk. 686,195,360.00 arose and accounted for.
16. Retained earnings 2023 2022
Taka Taka
Balance as on June 30, 2022 248,853,452 198,914,119
Total Comprehensive income for the year:
Profit for the year 15,910,220 74,184,965
Revaluation reserve realized 1,054,368 1,054,368
265,818,040 274,153,452
Dividend during the year:
Final dividend for previous year (Bonus share) (26,565,000) (12,650,000)
Final dividend for previous year (Cash) (13,282,500) (12,650,000)
Balance as on June 30, 2023 225,970,540 248,853,452
17. Long-term Loans - Secured Future Maturity
Mutual Trust Bank Ltd, Gulshan Branch, Dhaka 17.1 602,567,269 956,293,060
IPDC Finance Ltd, Hosna Centre (4th Floor), 106 Gulshan Avenue, Dhaka 17.2 343,210,208 343,541,632
United Commercial Bank Ltd., Gulshan Corporate Branch, Dhaka 17.3 328,722,028 316,092,242
Al-Arafa Islami Bank Ltd, H/Office Corporate Branch, Dhaka 17.4 1,236,320,250 -
2,510,819,755 1,615,926,934
17.1 The movement of loans is as follows:
Opening balance 956,293,060 987,768,518
Received this year 559,888,693 55,073,745
Add: Interest during the period 77,503,079 97,502,431
1,593,684,832 1,140,344,694
Paid during the year (991,117,563) (184,051,634)
Closing balance 602,567,269 956,293,060

The loan has been taken from Mutual Trust Bank Ltd., Gulshan Branch for import of Plant and machinery. The loan carries
interest at 9% and is repayable in 16 quarterly installments, starting from 11 July 2021. The loan is secured by hypothecation of
stock, machinery, equipment and book debts.
17.2 The movement of loans is as follows: 2023 2022
Taka Taka
Opening balance 343,541,632 143,787,678
Received this year 50,789,635 250,000,000
Add: Interest 20,006,024 23,297,040
414,337,291 417,084,718
Current Maturity (71,127,083) (73,543,086)
Closing balance 343,210,208 343,541,632

The term loan facility has been taken from IPDC Finance Limited, Head Office: Hosna Centre (4th Floor), 106 Gulshan Avenue,
Dhaka-1212, Bangladesh, for construction of effluent treatment plant. The loan carries interest at 11% and is repayable in 72
equal monthly installments, starting from 25th November 2019.

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 Annual Report 2022-23

17.3 The movement of loan is as follows: 2023 2022

Taka Taka
Opening balance 316,092,242 359,397,739
Paid this year - (10,031,911)
Accrued Interest 38,095,386 45,308,209
354,187,628 394,674,037
Current Maturity (25,465,600) (78,581,795)
Closing balance 328,722,028 316,092,242

The lone has been taken from United Commercial Bank Ltd., Corporate Branch, Plot CWS (A)1, Road-34, Gulshan Avenue,
Dhaka-1212 for working capital requirement. The loan carries interest at 9% and is repayable in 12 months. The loan is
secured by hypothecation of stock, machinery, equipment and book debts.

17.4 The movement of loan is as follows: 2023 2022

Taka Taka
Opening balance - -
Loan received this period 1,169,000,000 -
Add: Interest 67,320,250 -
Less: Current Maturity this period - -
Closing balance 1,236,320,250 -

The lone has been taken from Al-Arafa Islami Bank Ltd., Head Office, Corporate Branch, 63 Purana Paltan, Dhaka, to pay-off
the term loan of Mutual Trust Bank Ltd. The loan carries interest at 9% and is repayable for a period of 7 years (Without 1
year grace period. The loan is secured by hypothecation of stock, machinery, land & factory building, equipment and
book debts.

18. Non-Convertible Callable Zero-coupon Bond 2023 2022

Taka Taka
Received this year 21,309,644 20,000,000
Add: Interest 2,944,714 1,309,644
Closing balance 24,254,358 21,309,644

The Bond amount was received pursuant to BSEC Sanction No. BSEC/CI/DS-146/2021/454 Date 15 July 2021.

19. Provision for Gratuity 2023 2022

Taka Taka
Opening balance 24,395,687 26,096,182
Contribution during this year 2,267,461 3,955,180
26,663,148 30,051,362
Paid during this year (4,654,320) (5,655,675)
Closing balance 22,008,828 24,395,687

20. Deferred Tax Liability 2023 2022

Taka Taka
Opening balance 88,584,586 85,348,515
Charged to profit or loss account during the year 2,295,136 3,394,227
Adjustment for depreciation of revalued assets (158,156) (158,156)
Closing balance 90,721,566 88,584,586

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 Annual Report 2022-23
2023 2022
Taka Taka
A. Property, Plant and Equipment (PPE)
WDV of Accounting Base 1,777,248,270 1,669,837,896
WDV of Tax Base 1,359,597,911 1,265,101,585
Taxable temporary difference 417,650,360 404,736,311
Tax rate 15% 15%
Deferred tax liability/(asset) 62,647,554 60,710,447

B. Deferred Tax on Gratuity Provision

Opening balance of deferred tax liability for gratuity provision (3,659,353) (3,914,427)
Addition during the year 358,029 255,074
Deferred tax liability/(asset) (3,301,324) (3,659,353)

C. Calculation of deferred Tax

Revalued value of land 644,020,625 644,020,625
Revalued value of other than land 37,430,079 38,484,447

Tax Rate
On land 4% 4%
On other than land 15% 15%

Deferred tax liabilities

For land 25,760,825 25,760,825
For other than land 5,614,512 5,772,667
Deferred tax liability/(asset) 31,375,337 31,533,492
Total (A+B+C) 90,721,567 88,584,586

Calculation of deferred tax charged on Profit and Loss Account:

Deferred tax liability other than revalued asset as on June 30, 2022 57,051,094 53,656,867
Deferred tax liability other than revalued asset as on June 30, 2023 59,346,230 57,051,094
2,295,136 3,394,227
21. Short-term Loans
Bank Overdrafts - Note 21.01 105,727,629 51,160,682
Time Loan - Note 21.02 25,169,353 25,586,681
Loan against Trust Receipts - Note 21.03 - 27,848,526
Current Maturity of long-term loans - Note 21.04 233,144,470 263,920,598
364, 041 452 368,516,487
21.01. Bank Overdraft
Trust Bank Ltd, SKB Branch 51,152,629 51,160,682
Al-Arafa Islami Bank Ltd, Head Office Corporate Branch 54,575,000 -
105,727,629 51,160,682
These are secured.

21.02. Time Loan Bank: The movement of loan is as follows

Opening Balance 25,586,681 29,148,696
Add: Interest 2,382,672 736,681
Total 27,969,353 29,885,377
Paid this period (2,800,000) (4,298,696)
Closing Balance 25,169,353 25,586,681

The lone has been taken under Stimulus Package Covid-19 Pandemic from Trust Bank Ltd, Sena Kalyan Bhaban Branch, 195
Motijheel C/A, Dhaka-1000 for Working Capital requirement. The loan carries Interest at 10.10% and is repayable in 24
months.

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 Annual Report 2022-23

21.03 Loan against Trust receipts 2023 2022

Taka Taka
Openining balance 27,848,526 9,357,890
Add: Interest during the period 1,089,193 -
Add: Received during the period 2,694,882 27,848,526
Total 31,632,601 37,206,416
Less: Paind this period (31,632,601) (9,357,890)
Closing balance - 27,848,526

21.04 Current Maturity of long-term loans

Mutual Trust Bank Ltd, Gulshan Branch, Dhaka 21.04.01 27,845,637 133,380,745
IPDC Finance Ltd, Hosna Centre (4th Floor), 106 Gulshan Avenue, Dhaka 21.04.02 101,251,438 51,958,058
United Commercial Bank Ltd., Gulshan Corporate Branch, Dhaka 21.04.03 104,047,395 78,581,795
233,144,470 263,920,598
21.04.01 The movement of loan is as follows:
Openining balance 133,380,745 158,205,996
Current Maturity this period 15,658,008 184,051,634
149,038,753 342,257,630
Paid during this period (121,193,116) (208,876,885)
Closing balance 27,845,637 133,380,745

The loan has been taken from Mutual Trust Bank Limited, Gulshan Branch for import of of Plant and machinery. The loan
carries interest at 9% and is repayable in 16 Quarterly installments, starting from 11 July 2021. The lone is secured by hypotie-
cation of stock, machinery, equipment and book debts.
21.04.02 The movement of loan is as follows:
Openining balance 51,958,058 24,802,620
Current Maturity this year 71,127,083 73,543,086
123,085,141 98,345,706
Paid during this year (21,833,703) (46,387,648)
Closing balance 101,251,438 51,958,058

The Term-loan facility has been taken from IPDC Finance Ltd, Head Office, Hosna Centre (4th Floor), 106 Gulshan Avenue,
Dhaka-1212, Bangladesh for Construction of Effluent Treatment Plant. The loan carries interest at 11% and is repayable in
72 Equal monthly installments, starting from 25 November 2019.

21.04.03 The movement of loan is as follows:

Openining balance 78,581,795 -
Current Maturity 25,465,600 78,581,795
Closing balance 104,047,395 78,581,795

The loan has been taken from United Commercial Bank Ltd, Corporate Branch, Plot CWS (A)1, Road 34, Gulshan Avenue,
Dhaka-1212 for Working Capital requirement. The loan carries interest at 9% and is repayable in 12 months The loan is
secured by hypothecation of stock, machinery, equipment and book debts.

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 Annual Report 2022-23

22. Trade and Other Creditors 2023 2022

US$ Taka US$ Taka
For Import Purchases 3,078,263 329,374,174 5,744,216 533,445,314
For Local Purchases 8,049,323 9,450,190
For Staff Income Tax 320,986 669,049
337,744,483 543,564,553
These are unsecured but creditors for import purchases are against back to back L/Cs.
23. Unclaimed Dividend Account 2023 2022
Taka Taka
Openining balance 5,698,781 9,507,557
Refund Warrant - 371,469
Addition during this year 13,282,500 12,650,000
Sale of Fractional Bonus share - 276,369
18,981,281 22,805,395
Less: Transfer to Capital Market Stabilization Fund (CMSF) - (5,477,457)
18,981,281 17,327,938
Payment during this period (12,196,004) (11,629,157)
6,785,277 5,698,781
As per direction of BSEC the company subsequently deposit the mentioned amount on September 28, 2021 for the purpose of
transferring the amounts held against unclaimed or undistributed or unsettled dividend in cash to the Capital Market
Stabilization Fund (CMSF).
24. Accrued Expenses 2023 2022
Taka Taka
Gas Expenses (Factory) 8,934,378 15,125,133
Electricity bill 191,737 188,289
Telephone - 145,240
Salaries, Wages and Allowances 16,557,427 19,533,732
Legal Fee 60,000 60,000
Auditors' Fee (Including Vat) 172,500 172,500
AGM Expense 220,000 250,000
26,136,042 35,474,894
25. Provision for Current Taxation
Opening balance 42,980,558 49,803,043
Addition during the year 24,098,508 18,910,163
67,079,066 68,713,206
Paid during the year - (25,732,648)
Closing balance 67,079,066 42,980,558
26. Bills Receivable Discounted
Opening balance 16,898,858 16,945,349
Discounted during the year 90,461,272 156,985,430
107,360,130 173,930,779
Collected during the year (92,031,921) (157,031,921)
Closing balance 15,328,209 16,898,858
27. Workers' Participation/Welfare Funds
Opening balance 11,373,770 13,303,076
Payment during this year (8,253,535) (7,265,842)
3,120,235 6,037,234
Contributions for the year 2,115,193 4,883,743
Interest during the year 234,018 452,793
Closing balance 5,469,446 11,373,770
Interest has been provided on the funds balance in terms of the Bangladesh Labour Law.

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 Annual Report 2022-23

28. Net Assets Value (NAV) Per Share

2023 2022
Taka Taka
Total Assets 4,677,985,132 3,979,535,527
Total Liabilities (3,470,388,482) (2,774,724,753)
A. Net Assets 1,207,596,650 1,204,810,774

B. Number of ordinary of shares 29,221,500 26,565,000

Net Assets Value (NAV) Per Share (A/B) 41.33 45.35

29. Sales 2023 2022

Quantity Amount Amount Quantity Amount Amount
Item (In Taka) (In US$) (In Taka)
(in US$)
Export sales:
Knit Fabrics (Kgs) 1,805,167 12,076,568 1,229,050,415 2,281,972 15,106,652 1,310,002,517

Garments (Pcs) 3,296,612 10,120,599 1,053,029,012 5,928,880 19,150,282 1,643,306,151

Total 22,197,167 2,282,079,427 34,256,934 2,953,308,668

Export Sales in Taka

2,282,079,427 2,953,308,668

2023 2022

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 Annual Report 2022-23

30. Export Incentives 2023 2022

Taka Taka
Cash Incentive 47,799,560 40,297,350
47,799,560 40,297,350
31. Cost of Goods Sold
31.1 The break-up is as follows:
Materials Consumed - Note-31.2 1,529,020,135 2,150,078,451
Salary, Wages and Allowances - Note 31.3 253,346,360 240,859,851
Tiffin & Entertainment expenses 692,889 912,251
Depreciation - Annexure-A 96,069,770 84,639,221
Stores and Spares Consumed 726,172 932,568
Factory Conveyance 619,040 976,016
Power and Gas 105,800,480 99,156,418
Gratuity 1,545,874 2,932,540
Vehicle expenses 1,192,233 1,886,073
Repairs and Maintenance 1,308,821 1,165,842
Packing & Loading expenses 723,963 1,358,954
Import Landing, Clearing and Insurance 818,842 1,462,548
Factory Stationery expenses 826,556 1,270,889
Carriage Inward & Outward 1,584,440 3,346,754
Knitting, Sewing & Processing charge 2,123,705 3,045,852
Factory Insurance 3,268,826 3,279,826
Sewing Machine Rental - 425,500
Miscellaneous 119,320 155,000
Total Manufacturing Costs for the year 1,999,787,426 2,597,884,554
Add: Opening Work in Process 184,171,796 170,047,725
Total Manufacturing Costs 2,183,959,222 2,767,932,279
Less: Closing Work in Process 193,481,154 184,171,796
Cost of Goods Manufactured 1,990,478,068 2,583,760,483
Add: Opening Finished Goods 129,658,287 105,640,861
Cost of Goods available for use 2,120,136,355 2,689,401,344
Less: Closing Finished Goods 155,150,760 129,658,287
Cost of Goods Sold 1,964,985,595 2,559,743,057

31.2 Materials Consumed 2023 2022

Quantity (Kg) Taka Quantity (Kg) Taka
Yarn 2,881,126 1,145,967,679 4,131,229 1,565,384,556
Dyes 201,574 146,745,606 307,009 218,186,320
Chemicals 728,088 141,787,887 1,316,832 213,958,921
Accessories 94,518,963 152,548,654
Total Materials Consumption 1,529,020,135 2,150,078,451

31.3 Salaries, Wages and Allowances

No. of Employee Taka No. of Employee Taka
Employees drawing Tk. 8,000 or more per month 1,802 253,346,360 1,897 240,859,851
Employees drawing less than Tk. 8,000 per month - - - -
Total 1,802 253,346,360 1,897 240,859,851

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 Annual Report 2022-23

32. Administrative, Selling and General Expenses

32.1 The break-up is as below: 2023 (Taka) 2022 (Taka)
Directors' Remuneration - Note 32.2 2,600,000 2,600,000
Salaries and Allowances - Note 32.3 45,902,386 60,165,874
Depreciation - Annexure-A 24,017,443 21,159,805
Electricity expenses 2,422,441 2,826,376
Postage, Courier, Telephone and Fax 1,147,931 1,052,650
Form & Stamp 451,105 845,698
Gratuity 721,587 1,022,640
Traveling and Conveyance 579,235 872,540
Legal and Professional expenses 60,000 60,000
Auditors' Fee - Note 32.2 172,500 172,500
A.G.M expenses 330,000 255,452
Registration and Fees 954,290 758,540
Staff welfare 118,413 556,850
Stationery expenses 576,228 867,009
Office Repairs and Maintenance 157,551 685,245
Vehicle expenses 1,085,321 1,512,214
Entertainment expenses 478,584 864,908
Central fund for RMG 267,157 480,585
Buying House Commission 500,000 1,565,000
Export document Charges & Freight out 1,355,168 2,003,528
Garments Testing & Inspection Charges 1,274,569 2,879,668
Miscellaneous 185,061 265,000
Total 85,356,970 103,472,082

32.2 No remuneration or fee, other than that specified in note 32.1 was paid to directors and auditors.
32.3 Salaries and Allowances: 2023 2022
No. of Employee Taka No. of Employee Taka
Employees drawing Tk. 8,000 or more p/m 147 45,902,386 169 60,165,874
Employees drawing less than Tk. 8,000 p/m - - - -
147 45,902,386 169 60,165,874

33. Financial Expenses 2023 2022

Taka Taka
Interest Expenses- Note-33.1 221,888,983 207,842,318
Bank Charges 19,866,020 21,474,239
241,755,003 229,316,557
33.1 Interest expense is as follows:
Interest on Workers’ Participation/Welfare Funds 234,018 452,793
Interest on Long-term Loans 182,457,928 142,810,641
Interest on Non-Convertible Callable Zero-coupon Bond 2,944,714 1,309,644
Interest on Bills Discounted 1,457,355 33,582,526
Interest on Bank Overdraft 9,216,947 5,111,360
Interest on Time Loan 2,583,318 736,681
Interest on Trust Receipts 1,645,339 561,633
Interest on Lease Finance 21,349,364 23,277,040
221,888,983 207,842,318
34. Others Income
Interest in FDR 5,007,166 999,004
Interest on STD A/c 577,228 -
Exchange Fluctuation Gain/(Loss)- Note-34.1 1,053,243 485,285
6,637,637 1,484,289
34.1 Exchange Fluctuation Gain/(Loss)
Gain/(loss) on receivables 1,968,452 856,450
Gain/(loss) on payables (956,414) (525,690)
Ggain/(loss) FC accounts balances 41,205 154,525
1,053,243 485,285

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 Annual Report 2022-23

35. Declaration of dividend & authorised for issue:

The financial statements have been authorized by the Board of Directors of the Company in its meeting held on
November 11, 2023 (2022: October 27, 2022) recommended 5% cash dividend i.e. Tk. 0.50 per share of Tk. 10.00
each (2022: 5% cash dividend and 10% stock dividend) for general shareholders of the company subject to their
approval in the AGM.
36. Current Tax 2023 (Taka) 2022 (Taka)
A. Regular Tax
Profit before tax 42,303,864 97,674,868
Depreciation as per accounting base 120,087,213 105,799,026
162,391,076 203,473,894
Depreciation as per Tax base (131,946,895) (125,672,342)
30,444,181 77,801,552
Provision for Gratuity for the year 2,267,461 3,955,180
32,711,642 81,756,732
Other income (Separate calculation) 6,637,637 1,484,289
39,349,279 83,241,021
Payment for Gratuity (4,654,320) (5,655,675)
34,694,959 77,585,346
Tax Rate @ 15% 5,204,244 11,637,802
B. Minimum Tax on gross receipt @ 0.30% 7,009,550 8,864,379
C. Tax Deducted at sourch U/S-52 24,098,508 18,910,163
Current tax expense (Higher of A, B & C) 24,098,508 18,910,163
37. Remuneration/Payments to Directors/Officers:
37.1The aggregate amount paid/provided during the period in respect of directors and officers of the Company as defined in the
Bangladesh Securities and Exchange Rules, 1987 are disclosed below:
2023 2022
Particulars Directors Officers Directors Officers
Remuneration 2,600,000 - 2,600,000 -
Basic salary 27,098,548 35,869,854
House rent allowance 13,804,560 17,789,540
Other benefits and perquisites 4,999,278 6,506,480
2,600,000 45,902,386 2,600,000 60,165,874
37.2 No compensation was allowed by the Company to its Managing Director.
37.3 No amount of money was spent by the Company for compensating any member of the Board for services rendered
except as stated above.
38. Earnings Per Share
38.1 Basic Earnings Per Share
Earnings Per Share (EPS) is calculated in accordance with International Accounting Standard (IAS) 33: Earnings Per
Share. The composition of EPS is given below:
2023 (Taka) 2022 (Taka)
A. Earnings attributable to the Ordinary Shareholders (Net Profit after tax) 15,910,220 74,184,965
B. Number of ordinary of shares outstanding during the year 29,221,500 26,565,000
Earnings Per Share (EPS) (A/B) 0.54 2.79
38.2 Diluted earnings per share
No diluted earnings per share is required to be calculated for the year as there was no scope for dilution during the year.
39. Net Operating Cash Flows Per Share (NOCFPS) 2023 (Taka) 2022 (Taka)
Cash flows from Operating Activities:
Cash received from Sales, Export incentive and Others 2,309,023,218 3,006,724,266
Receipts from Other Income 6,596,432 1,329,764
Cash paid for goods and services (2,483,330,303) (2,643,589,739)
Cash from operation (167,710,653) 364,464,291
Interest paid (221,888,983) (206,079,881)
Income tax paid/deducted at sources (24,519,008) (19,010,163)
Net Cash inflows from operating activities (414,118,643) 139,374,247
Divided by number of ordinary of shares 29,221,500 26,565,000
Net operating Cash Flows Per Share (NOCFPS) (14.17) 5.25

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 Annual Report 2022-23

40. The capacity and actual production of the Company are as below:
Actual Percentage (%)
Item Capacity Production of achievement
Finished Garments (Lac Pcs.) 108 32.96 (2022: 59.29) 30.52 (2022: 54.89%)
Knit Fabrics ( MTs.) 6,000 1,805 (2022: 5,225) 30.09 (2022: 87.08%)

41. The Company has obtained bank credit facilities from the following banks
Bank & Branch Name Type of facility Limit Utilised Unutilised
2023 2022
Taka Taka Taka Taka

Trust Bank Ltd. B to B L/C, EDF & Sight 650,000,000 159,519,964 490,480,036 493,451,480
SKB Branch, Dhaka IBP (Inner Limit B to B L/C, EDF & Sight) 70,000,000 - 70,000,000 70,000,000
Trust receipt (B to B L/C, EDF & Sight) 40,500,000 - 40,500,000 12,651,474
Overdraft 50,000,000 51,152,629 (1,152,629) (1,160,682)
Bank Guarantee 20,000,000 2,728,300 17,271,700 19,603,400
Time Loan 30,000,000 25,169,353 4,830,647 4,413,319
860,500,000 238,570,246 621,929,754 598,958,991

Mutual Trust Bank Ltd. B to B L/C, EDF & Sight 1,000,000,000 - 1,000,000,000 807,451,350
Gulshan Branch, Dhaka Secured Overdraft 150,000,000 - 150,000,000 150,000,000
FDBP/IDBP 100,000,000 - 100,000,000 90,612,826
Term Loan 791,610,000 630,412,906 161,197,094 (29,673,805)
2,041,610,000 630,412,906 1,411,197,094 1,018,390,371

HSBC Export Cash Limit 147,000,000 - 147,000,000 130,101,142

Anchor Tower, 108 Bir Uttam Import Line 716,000,000 - 716,000,000 531,631,856
C.R. Datta Road, Dhaka-1205 Overdraft 50,000,000 - 50,000,000 50,000,000
Bank Guarantee 18,000,000 15,069,600 2,930,400 202,100
Loan Line 54,540,000 - 54,540,000 54,540,000
985,540,000 15,069,600 970,470,400 766,475,098

Al-Arafa Islami Bank Ltd LC/BBLC/Bills 1,000,000,000 169,854,210 830,145,790 130,101,142

Head Office, Corporate Br. FBP/MDBP 150,000,000 15,328,209 134,671,791 531,631,856
Bai-Mujjal 50,000,000 54,575,000 (4,575,000) 50,000,000
Bank Guarantee 18,000,000 - 18,000,000 202,100
Purana Paltan, Dhaka HPSM 1,169,000,000 1,236,320,250 (67,320,250) 54,540,000
2,387,000,000 1,476,077,669 910,922,331 766,475,098

42. The analysis of consumption of materials and spares as to origin is as below

2023 2022
Taka % Taka %
Imported 364,420,895 23.82 562,618,597 26.16
Local 1,165,325,412 76.18 1,588,392,422 73.84
1,529,746,307 100.00 2,151,011,019 100.00

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 Annual Report 2022-23

43. Reconciliation of net operating cash flow

2
2023 (Taka) 2022 (Taka)
Profit after tax 15,910,220 74,184,965
Depreciation 120,087,213 105,799,026
Unrealised Loss - -
Changes in:
Stock and Stores (56,107,987) (46,043,400)
Trade and other Debtors (20,855,769) 12,809,198
Export Incentive Receivable - -
Advance Deposit and Prepayments (276,054,654) (8,108,732)
Trade Creditors (205,893,402) 8,020,531
Unclaimed Dividend Account 1,086,496 (3,808,776)
Accrued Expenses (9,338,853) 4,633,860
Provision for Current Taxation 24,098,508 (896,212)
Provision for Gratuity (2,386,859) (6,822,485)
Workers’ Participation/Welfare Funds (5,904,324) (1,700,495)
Decrease Revaluation Surplus (896,212) (1,929,305)
Provision for Deferred Taxation 2,136,980 3,236,072
Net cash provided (used) by operating activities (414,118,643) 139,374,247
44. Related Parties Disclosures
A. The Company in normal course of business carried out a number of transactions with other entities that fall within
the definition of “related party” contained in International Accounting Standard-24: ‘’Related party Disclosures”. Total
exposure with the related parties during the year ended as at June 30, 2023 is as under:
Name of the related party Relationship Nature of Transaction 2023 2022
Taka Taka
Fashion Knit Garments Ltd. Common Director Sale of Finished Fabrics 1,229,050,415 1,310,002,517
Receivable 54,520,000 33,550,000
Pride Limited Common Director No Transaction - -
Dacca Textiles Limited Common Director No Transaction - -
Pride Spinning Ltd Common Director No Transaction - -
Approval for receivable in Fashion Knit Garments Ltd., will be taken in next Annual General Meeting interms of BSEC
Notificition No. BSEC/ CMRRCD/2009-193/2/ Admin/ 103 dated 5th February 2020.

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 Annual Report 2022-23

B. Disclosure as per requirement of Schedule XI, Part II, Para 4:

Name of Directors Designation Monthly Bonus June 30, 2023 June 30, 2022
Remuneration during the year
Professor Dr. Muhammad Abdul Moyeen Chairman - - - -

Mr. Mohammad Abdul Moyeed Managing Director 200,000 200,000 2,600,000 2,600,000

Professor Mohammad Abdul Momen Director - - - -

Ms. Ruhey Rawa Director - - - -

Ms. Sumbal Azwad Momen Director - - - -

Ms. Sana Kainat Moyeen Director - - - -

Professor Dr. A.H.M Habibur Rahman Independent Director - - - -

Mr. Mohammad Kabiruzzaman Independent Director - - - -

Total 200,000 200,000 2,600,000 2,600,000

45. General
45.1 There was no sum for which the Company was contingently liable as at 30th June 2023 and 30th June 2022.
45.2 There was no claim, except an aggregate amount of Tk 28,979,884 (2021: 28,868,145) claimed by the Tax Authority but
appealed against by the Company, not acknowledged as debt as at 30th June 2023 and 30th June 2022. Such claim,
being contingent liability, needs not be provided for.
45.3 There was no credit facilities available to the Company, except trade credits and back to back L/C facilities, during the
years ended as on 30th June 2023 and 30th June 2022.
45.4 There was no foreign shareholder of the Company as on 30th June 2023 and 30th June 2022 and no dividend
was remitted to any foreign shareholders during the years ended 30th June 2023 and 30th June 2022.
45.5 There was no capital expenditure contracted but not incurred or provided for the year ended 30th June 2023 and 30th June 2022.
45.6 There was no capital expenditure authorised by the Board but not contracted for the year ended 30th June 2023 and 30th June 2022.

Mr. M. A Moyeed Mr. M. A Momen Mr. M.A.A Naheel Mr. Md. Wali Ullah
Managing Director Director CFO Company Secretary

61
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Annexure-A
H.R. Textile Mills Limited
Schedule of Property, Plant and Equipment
As on 30th June 2023
(Amount in Taka)
Cost or valuation Depreciation Written down value
Annual Report 2022-23

Particulars As on 1 July Additions/ As on 30 June As on 1 July During As on 30 June As on 30 June

2022 (Deletions) 2023 2022 the year 2023 2023

Factory Land and Development 8,479,375 - 8,479,375 - - - 8,479,375

Factory Building 984,450,532 24,112,478 1,008,563,010 117,200,576 24,912,669 142,113,245 866,449,765
Factory Shed 6,823,475 - 6,823,475 6,823,470 - 6,823,470 5
Plant and Machinery 1,801,757,486 129,731,041 1,931,488,527 1,022,940,114 84,263,285 1,107,203,399 824,285,128
Electric Installation 36,482,818 - 36,482,818 30,649,844 3,648,282 34,298,126 2,184,692
Gas Installation 7,826,035 - 7,826,035 6,881,025 212,867 7,093,892 732,143
Water Installation 9,753,520 - 9,753,520 9,530,184 223,326 9,753,510 10
Steam Installation 2,563,352 - 2,563,352 2,563,342 - 2,563,342 10
Furniture and Fixtures 11,132,967 42,000 11,174,967 11,031,994 13,083 11,045,077 129,890
Telephone Installation 1,027,861 - 1,027,861 1,027,851 - 1,027,851 10
Motor Vehicles 46,192,122 - 46,192,122 40,937,549 3,290,440 44,227,989 1,964,133
Office Equipment 40,309,847 1,007,700 41,317,547 39,406,079 987,168 40,393,247 924,300
Loose Tools 183,875 - 183,875 183,865 - 183,865 10
Factory Equipment 14,817,242 - 14,817,242 12,786,718 1,481,724 14,268,442 548,800
A. Total 2,971,800,507 154,893,219 3,126,693,726 1,301,962,611 119,032,845 1,420,995,456 1,705,698,270

Intangible assets
Software Installation - 71,550,000 71,550,000 - - - 71,550,000
B. Total - 71,550,000 71,550,000 - - - 71,550,000

Revaluation
Factory Land and Development 644,020,625 - 644,020,625 - - - 644,020,625
Factory Building 42,174,735 - 42,174,735 3,690,288 1,054,368 4,744,656 37,430,079
C. Total 686,195,360 - 686,195,360 3,690,288 1,054,368 4,744,656 681,450,704
Total (A+B+C) as on June 30, 2023 3,657,995,876 226,443,219 3,884,439,086 1,305,652,899 120,087,213 1,425,740,112 2,458,698,974

Allocation of Depreciation
Particulars Notes 2022-23 2021-22
Cost of Goods Sold & Services 96,069,770 84,639,221
Administrative 24,017,443 21,159,805
Total 120,087,213 105,799,026
 Annexure-A
H.R. Textile Mills Limited
Schedule of Property, Plant and Equipment
As on 30th June 2022
(Amount in Taka)
Cost or valuation Depreciation Written down value
Particulars As on 1 July Additions/ As on 30 June As on 1 July During As on 30 June As on 30 June
2021 (Deletions) 2022 2021 the year 2022 2022

Factory Land and Development 8,479,375 - 8,479,375 - - - 8,479,375

Factory Building 903,026,172 81,424,360 984,450,532 94,597,037 22,603,539 117,200,576 867,249,956
Factory Shed 6,823,475 - 6,823,475 6,823,470 - 6,823,470 5
Plant and Machinery 1,631,218,464 170,539,022 1,801,757,486 950,198,116 72,741,998 1,022,940,114 778,817,372
Electric Installation 34,642,204 1,840,614 36,482,818 27,060,059 3,589,785 30,649,844 5,832,974
Gas Installation 7,826,035 - 7,826,035 6,746,025 135,000 6,881,025 945,010
Water Installation 9,380,520 373,000 9,753,520 8,588,147 942,037 9,530,184 223,336
Steam Installation 2,563,352 - 2,563,352 2,563,342 - 2,563,342 10
Furniture and Fixtures 11,036,777 96,190 11,132,967 11,026,159 5,835 11,031,994 100,973
Telephone Installation 1,027,861 - 1,027,861 1,027,851 - 1,027,851 10
Motor Vehicles 46,192,122 - 46,192,122 37,647,109 3,290,440 40,937,549 5,254,573
Office Equipment 39,795,147 514,700 40,309,847 39,406,079 - 39,406,079 903,768
Loose Tools 183,875 - 183,875 183,865 - 183,865 10
Factory Equipment 13,423,742 1,393,500 14,817,242 11,350,694 1,436,024 12,786,718 2,030,524
A. Total 2,715,619,121 256,181,386 2,971,800,507 1,197,217,953 104,744,658 1,301,962,611 1,669,837,896

Revaluation
Factory Land and Development 644,020,625 - 644,020,625 - - - 644,020,625
Factory Building 42,174,735 - 42,174,735 2,635,920 1,054,368 3,690,288 38,484,447
B. Total 686,195,360 - 686,195,360 2,635,920 1,054,368 3,690,288 682,505,072
Total (A+B) as on June 30, 2022 3,401,814,481 256,181,386 3,657,995,867 1,199,853,873 105,799,026 1,305,652,899 2,352,342,968

Allocation of Depreciation
Particulars Notes 2021-22 2020-21
Cost of Goods Sold & Services 31.01 84,639,221 73,228,824
Administrative 32.01 21,159,805 18,307,206
Total 105,799,026 91,536,030
Annual Report 2022-23

63
64
H.R. Textile Mills Limited
Schedule of Property, Plant and Equipment
Tax Based Depreciation Calculation for the Assessment year 2023-24

Particulars of Assets WDV Addition Total Rate Depreciation WDV

01.07.22 30.06.2023 30.06.2023
Land & Development 8,479,375 - 8,479,375 - - 8,479,375
Annual Report 2022-23

Factory Shed and Building 630,636,232 24,112,478 654,748,710 10 63,264,560.52 591,484,149

Plant and Machinery 583,054,552 129,731,041 712,785,593 10 60,467,639.22 652,317,954
Furniture and Fixture 3,535,049 42,000 3,577,049 15 536,557 3,040,492
Software Installation - 71,550,000 71,550,000 15 1,788,750 69,761,250
Gas Installation 722,437 - 722,437 20 144,487 577,950
Eletrical Installation 9,806,798 - 9,806,798 20 1,961,360 7,845,438
Vehicles 6,380,852 - 6,380,852 20 1,276,170 5,104,682
Water Installation 2,070,520 - 2,070,520 20 414,104 1,656,416
Steam Installation 4,088 - 4,088 20 818 3,270
Telephone Installation 1,974 - 1,974 20 395 1,579
Office Equipment 20,402,724 1,007,700 21,410,424 10 2,090,657 19,319,767
Loose Tools 6,986 - 6,986 20 1,397 5,589
1,265,101,587 226,443,219 1,491,544,806 200 131,946,895 1,359,597,911

H.R. Textile Mills Limited

Schedule of Property, Plant and Equipment
Tax Based Depreciation Calculation for the Assessment year 2023-24
Particulars of Assets WDV Addition Total Rate Depreciation WDV
01.07.21 30.06.2022 30.06.2022

Land & Development 8,479,375 - 8,479,375 - - 8,479,375

Factory Shed and Building 612,497,201 81,424,360 693,921,561 10 63,285,329 630,636,232
Plant and Machinery 467,824,979 170,539,022 638,364,001 10 55,309,449 583,054,552
Furniture and Fixture 4,062,691 96,190 4,158,881 15 623,832 3,535,049
Gas Installation 903,046 - 903,046 20 180,609 722,437
Eletrical Installation 10,015,249 1,840,614 11,855,863 20 2,049,065 9,806,798
Vehicles 7,976,064 - 7,976,064 20 1,595,213 6,380,851
Water Installation 2,215,150 373,000 2,588,150 20 517,630 2,070,520
Steam Installation 5,110 - 5,110 20 1,022 4,088
Telephone Installation 2,467 - 2,467 20 493 1,974
Office Equipment 20,602,477 1,908,200 22,510,677 10 2,107,953 20,402,724
Loose Tools 8,732 - 8,732 20 1,746 6,986
1,134,592,541 256,181,386 1,390,773,927 185 125,672,342 1,265,101,585
 Annual Report 2022-23

H.R. Textile Mills Limited

Pride Hamza (5th Floor), House # 54, Road # 1
Sector # 6, Uttara, Dhaka-1230

PROXY FORM

I/We....................................................................................of........................................................................................................................
........................................................................................ being a shareholder of H.R. Textile Mills Limited here by appoint
Mr./Mrs/Ms..................................................................................................... of .....................................................................................
.........................................................................................................................................................................................................................
as my proxy to attend and vote for me on my behalf at the 39th Annual General Meeting of the company to
be held on Wednesday, 23rd January 2024 at 11:00 am at the Digital Platform and at any adjournment
thereof.

As witness my hands this ................... day of January 2024

Revenue
Signature of Proxy ..........................................................................
Stamp
Tk 20.00
Signature of Shareholder...............................................................

Registered Folio / BO No. .......................................................................

Importants:
1. This Form of Proxy duly completed must be deposited at the Company’s Dhaka Office at least 48 (forty eight) hours
before the meeting. The proxy will not be valid if it is not duly stamped and signed. Signature of the Shareholder(s)
and the Proxy must agree with the respective specimen signatures recorded with the Company.
2. A member of the Company may only be appointed as Proxy.

ATTENDANCE SLIP

Mr./Mrs. .............................................................................................. Folio / BO No. ............................................................................

I hereby record my presence of the 39th Annual General Meeting of H.R. Textile Mills Limited to be
held on Wednesday, 23rd January 2024 at 11:00 am at the Digital Platform.

Signature Verified By ............................................ .................................................................

Authorized Signature of the Company Signature of Shareholder / Proxy

Note: A member entitled to attend and vote at the Annual General Meeting may appoint a proxy to attend and vote in
his/her stead. The Proxy Form, duly stamped, must be sent by email to [email protected] not later than 48 hours
before the commencement of the AGM.

65
Annual Report 2022-23