AGM 2021-2022

Proposed Resolution:

The Annual Report for the year 2021-2022 contains the Annual Audited Accounts for the year ended 30 June 2022 together with the Reports of the Auditors and the reports from the Board of Directors.

Pursuant to the section 183 & 184 of the Companies Act. 1994, the Directors are required to present to the shareholders at the Annual General Meeting, the Directors’ Report and Annual Audited Financial Statements including Auditors Report thereon.

It is proposed to adopt the Annual Audited Accounts for the year ended 30 June 2022 together with the Reports of the Auditors and the reports from the Board of Directors thereon.

Proposed Resolution:

Net Profit/ (Loss) attributable to the ordinary shareholders amounted to Tk. (84.20) million, Earnings per Share (EPS) is amounted to Tk. (0.39) for the Financial year 2021-2022. Retained Earnings balances as on 30 June 2022 is amounted to Tk. 458.71 million. The company Board considered the current year Profit position of the Company along with expansion of spinning unit and Retained Earning balance as on 30th June 2022. Accordingly the Board recommended “No Dividend” for the financial year ended on 30th June 2022 in its meeting dated 27 October 2022 subject to approval of shareholders in the 15th AGM scheduled to be held on 21 December 2022.

It is proposed to adopt the declaration of “No Dividend” for the financial year ended on 30th June 2022.

Proposed Resolution:

Retirement:

In accordance with the relevant provision Companies Act. 1994 and Articles of Association of the company Mr. Abid Mustafizur Rahman, Chairman and Mr. Md. Shirazul Haque, Managing Director of the Company to be retired from office of the directorship.

Appointment/Re-appointment:

The Board greatly values the contribution of Mr. Abid Mustafizur Rahman and Mr. Md. Shirazul Haque with the company. The board proposed to re-elect both of them as members of the Board of the company for a further period until retirement by rotation as per section 91 of the Companies Act. 1994 and relevant provision Articles of Association of the company.

In considering the above, the board proposed to adopt the following in the AGM:

• 1. Mr. Abid Mustafizur Rahman, Chairman being eligible offering himself for re-election as Chairman.
• 2. Mr. Md. Shirazul Haque, Managing Director being eligible offering himself for re-election as Managing Director.

Proposed Resolution:

a) In last AGM, Kazi Zahir Khan & Co., Chartered Accountants was approved for appointment for the year ended 30th June, 2022. Kazi Zahir Khan & Co., Chartered Accountants retired after completing the audit of 2nd year for the year ended 30th June, 2022 and Kazi Zahir Khan & Co., Chartered Accountants has expressed their interest for re-appointment as Auditors for the year ended 30th June, 2023 with an honorarium as per fees structure of the ICAB.

The Board of Directors proposed to appoint Kazi Zahir Khan & Co., Chartered Accountants as an external auditors of the company charged with the auditing of the Annual Accounts for the financial year 2022-2023 at such amount of remuneration to be fixed at the 15th Annual General Meeting.

b) Mujibur Rahman & Co., Cost & Management Accountants acted as auditors to audit compliance conditions on the Corporate Governance code for the financial year ended 30th June, 2022 and reported accordingly. Mujibur Rahman & Co., Cost & Management Accountants expressed their interest for re-appointment as auditors to audit compliance conditions on the Corporate Governance code for the financial year ended 30th June, 2023 with an honorarium Tk. 50,000/- (taka fifty thousand) only.

The Board of Directors proposed to appoint Mujibur Rahman & Co., Cost & Management Accountants as auditors to audit compliance conditions on the Corporate Governance code of the company for the year 2022-2023 at such amount of remuneration to be fixed at 15 Annual General Meeting.

Proposed Resolution:

1. The merger/amalgamation process of FAR Chemical Industries Ltd. with S.F. Textile Industries Ltd. is still under process and in the High Court Division of the Supreme Court of Bangladesh.

2. Loan Status:
The company has taken unsecured loan from its Directors and allied concerns Tk. 303,804,964 which is subject to interest chargeable as per bank rate 9% upto the repayment period. The loan is depicted in note no: 17.00 of the Financial Statements. Also term loan has been taken from bank Tk. 494,733,000 which is depicted in note no: 16.00 of Financial Statements.

3. As per Bangladesh Securities & Exchange Commission’s Directive no. BSEC/CMRRCD/2021-386/03, dated 14 January, 2021 and the Bangladesh Securities & Exchange Commission (Capital Market Stabilization Fund) Rules, 2021, The company (the issuer) is about to transfer non-refunded public subscription money including accrued interest and unclaimed dividend more than 3 years to the Capital Market Stabilization Fund (CMSF) SND A/C No. 0010311521301 Community Bank Bangladesh Ltd, Gulshan, Corporate Branch, Dhaka. However the company has already transferred to Capital Market Stabilization Fund (CMSF) on 11.10.2021 and 07.10.2021 respectively. And as per aforementioned Directive No. and CMSF rules, 2021, meantime the company also has transferred un-allotted or unsettled stock dividend or bonus shares or right shares to the BO account of Capital Market Stabilization Fund (CMSF).

4. No other matter has disclosed that to be discussed in the meeting. Other matter will be subject to the then requirement by Directors, shareholders and other stakeholders of the company.