Annual Report 2019
Annual Report 2019
Annual Report 2019
CONTENTS
01 RAK LEADERSHIP
1. Corporate information 04
2. Company profile 05
3. Vision and Mission 09
4. Core values and code of conduct 10
5. Investment case 11
6. Chairman’s statement 14
7. Directors’ profile 16
8. Awards & Recognitions 20
9. Industry outlook and possible future developments in the industry 22
10. Management discussion and analysis 24
02 RAK PERFORMANCE
1. Perfomance at a glance 28
2. Operational highlights 31
3. General overview of performance 2019 32
4. Segment wise performance 37
5. Year over Year Performance and how we measure our progress 38
6. Value-added statement, economic value-added, market value-added
41
statement
ANNUAL REPORT 2019 3
04 RAK GOVERNENCE
1. Directors’ report of RAK Ceramics (Bangladesh) Limited 72
2. Audit committee report 79
3. Nomination and remuneration committee report 82
4. Corporate governance report 85
5. Corporate governance compliance certificate 89
6. Corporate governance compliance status 90
7. BAPLC certificate 2019 100
05 RAK FINANCIALS
1. Declaration of MD and CFO regarding financial statements 102
2. Independent auditors’ report and audited consolidated financial statements
103
RAK Ceramics (Bangladesh) Limited
3. Independent auditors’ report and audited financial statements RAK
153
Ceramics (Bangladesh) Limited
4. Directors’ report, Independent auditors’ report and audited financial
200
statements of RAK Power Pvt. Ltd
5. Directors’ report, Independent auditors’ report and audited financial
237
statements of RAK Security and Services (Pvt.) Ltd
6. Statement pursuant to section 186(1)(e) of the Companies Act, 1994 263
7. Notice of the 21 Annual General Meeting
st
267
4 RAK CERAMICS (BANGLADESH) LIMITED
CORPORATE INFORMATION
Board of Directors Nomination and Remuneration Committee
Chairperson Chairperson
Abdallah Massaad Wassim Moukahhal
COMPANY PROFILE
BRANDED SERIES
Random Designs
GRES PORCELLANATO FLOOR TILES
Single Piece
8 RAK CERAMICS (BANGLADESH) LIMITED
OUR PRESENCE
Dealer Location
Sales Office
Display Center
Factory
Head office
ANNUAL REPORT 2019 9
OUR VISION
Our vision is to be the world’s leading ceramics lifestyle solutions provider.
OUR MISSION
Our mission is to foster an internal culture that remains committed to our vision of
becoming the world’s leading ceramics lifestyle solutions provider. We will achieve
this by utilising our rich experience, our wide product range, our innovative approach
and our continuing emphasis to deliver quality. We will focus on building a world-
class organisation. We have applied our expertise in some of the most iconic and
innovative projects, and we aim to continue to push the boundaries in new and
exciting projects as we move forward.
10 RAK CERAMICS (BANGLADESH) LIMITED
We have embedded our values across the business to conduct known as (guiding principals) for all employees
ensure that our people act consistently and take the and the Chairperson of the Board and other Board
right decisions aligned with our broader philosophies. members of the Company ensures the implementation
As a corporate citizen, RAK Ceramics has an established of the highest ethical standards in all of the Company’s
policy adhere to communication and dissemination business dealings. Our code of conduct guides us for
of information as required under applicable laws in a our daily business interactions, reflecting our standard
fair, diligent and transparent manner. This policy of the of proper behavior and our corporate values. The code
Company is to develop and foster fair, sustainable and clearly conveys to each of us the manner in which we
mutually beneficial relationship with its customers on achieve our business. Our priorities for 2020 and beyond
an arm’s length basis. are to continue embedding appropriate procedures and
controls for responsibly and prudently managing the
Our code of conduct and ethical standards addresses supply chain and other third-party risks to support our
ethical conduct in our work environment, business growth strategy for new products and markets.
practices and relationship with external stakeholders.
RAK Ceramics (Bangladesh) sets out the code of
Responsibility
OUR GUIDING Discretion
We deliver what we
promise to our
PRINCIPLES We comply with
all applicable
customers, business legal require-
partners and ments
shareholders
Efficiency
Accountability We are passionate
We take ownership and to deliver quality
accountability for our standards and
individual and team offerings across our
performance business operations.
Integrity Impartiality
We act with respect We value honesty,
and integrity at all transparency and
the times integrity in what
we do
RAK Ceramics (Bangladesh) is the country’s largest ceramics manufacturer and has set
high operational standard through years of focused investments and development of
unparalleled operational expertise.
CHAIRMAN‘S STATEMENT
Dear Stakeholders,
I am pleased to present the annual report of RAK Ceramics
(Bangladesh) for the year 2019, a year of significant change and
considerable operational progress. I am also pleased to report
that we have responded well those challenges and delivered The year 2020 marks
a resilient performance with both tiles and sanitaryware our 20 years of
segment. Year 2019 has been an important milestone of 20 progress and success
years’ legacy of inspiring generation, though we have been the
pioneer on ceramics industry revolution in our country for all
in Bangladesh and
those years but it was always you behind our success. Thank during this period,
you very much. we have created a
While looking back our root, infrastructure industry is a unique legacy of
strategic core industry for growth and development of inspiring generations,
any nations and has a multiplier impact on the economy while also reinforcing
and society. Bangladesh is growing steadily with ambitious our foundations for
development goal with distinctive advantage of a young and
achieving better
aspirational population which promising limitless opportunity
for us and your company is well positioned to capture those outcomes in future.
opportunities.
Last year I expressed our deep rooted ceramics capability
with four pillars, Customer centricity, Supply chain alignment,
Consumer segmentation and Capability to respond future;
which we were strengthening those pillar round the year
remain focused on delivering continuous improvement.
Cash generation was excellent and we prudently manage
our balance sheet. We made further excellent progress on
formulating and executing our strategy and we continue to
focus on developing our business.
This year we have set four strategic objectives
1. Optimize return through growth and dividend.
2. Focused strategic segment.
3. Leadership in ceramics technology
4. Industry leadership in cost efficiency.
ANNUAL REPORT 2019 15
Abdallah Massaad
Chairman
RAK Ceramics (Bangladesh) Limited
16 RAK CERAMICS (BANGLADESH) LIMITED
DIRECTORS’ PROFILE
Mr. SAK Ekramuzzaman, Managing Director of the Mr. Pramod Kumar Chand is the Group Chief Financial
Company is one of the local investors having equity Officer of RAK Ceramics PJSC, Director of RAK Power
partnership with RAK Ceramics (Bangladesh) Limited. Pvt. Ltd. and RAK Security and Services (Pvt.) Ltd.,
Besides managing diversified business interests of RAK which are subsidiaries of this Company. He is also a
Group, he is involved in a number of other business member of the Audit Committee and the Nomination
interests in Bangladesh. and Remuneration Committee of RAK Ceramics
(Bangladesh) Limited.
Mr. Ekramuzzaman is also the member of the Board
of Directors of RAK Power Pvt. Ltd. and RAK Security Mr. Pramod has a wide experience in dealing with
and Services (Pvt.) Ltd., subsidiaries of RAK Ceramics corporate finance matters including treasury, working
(Bangladesh) Limited. capital financing, project finance, venture capital,
debt & equity capital market instruments, fund raising
Mr. Ekramuzzaman has been conferred as CIP Industry
processes and general management.
2017 by the Government of Bangladesh in recognition
of his outstanding contribution for industrialization and Mr. Pramod’s professional credentials span over 3
in the economy of Bangladesh. decades of post qualification experience with blue chip
employers including Birla Corporation Ltd., and OCL
India Ltd. in India, and Rak Investment Authority in UAE.
Mr. Wassim Moukahhal is an Independent Director of Mr. Faheemul Huq, Barristerat- Law, is the Independent
RAK Ceramics (Bangladesh) Limited and its subsidiary Director of the Company and also the Independent Director
companies. He is the Chairperson of the Nomination of subsidiary companies of RAK Ceramics (Bangladesh)
and Remuneration Committee and also a member of Limited. He is the Chairman of the Audit Committee and
the Audit Committee of RAK Ceramics (Bangladesh) also the member of the Nomination and Remuneration
Limited. He also serves as a Member of the Board Committee of RAK Ceramics (Bangladesh) Limited.
of Directors and the Executive Committee for RAK Mr. Huq completed his LL.B. (Hon’s) from the University of
Ceramics PJSC and as a Member of the Board of Dhaka and the University of Wolverhampton, UK, PGDL, Bar
Directors of RAK Porcelain. Vocational Course, Lincoln’s Inn, UK, Barristerat- Law and
was called to the Bar from Hon’ble Society of Lincoln’s Inn,
Mr. Moukahhal has more than 15 years of experience in UK. He is enrolled in the Appellate Division of the Supreme
private equity investments and is currently a Managing Court of Bangladesh. Mr. Huq is one of the senior Advocate
Director of Samena Capital Investments Limited in in the Supreme Court of Bangladesh with more than 20
Dubai, focusing on investments within the MENA years of experience in Bangladesh. Mr. Huq is a Member
region. He is also a member of the Board of Directors of of the Bangladesh Supreme Court Bar Association and the
Anghami and a member of the Investment Committee Dhaka Bar Association, Bangladesh.
of the Samena Special Situations Funds.
Mr. Huq is involved in many social activities such as the
Mr. Moukahhal previously worked at EFG-Hermes in Chairman of Fazlur Rahman Foundation and Farida Huq
Dubai where he was a Vice President in the Private Foundation, Life Member of Diabetic Association of
Bangladesh, Member of Patient Welfare Committee of
Equity and Infrastructure investments team. Prior to
Diabetic Association of Bangladesh, Member of Legal
EFG, he worked in the Private Equity Group for The
Affairs Committee of Diabetic Association of Bangladesh
National Investor (TNI) in the UAE.
and Member of Managing Committee of Dr. Farida Huq
Mr. Moukahhal holds an MBA from the Wharton School Memorial Ibrahim General Hospital, Kaliakair, Gazipur. He is
at the University of Pennsylvania and a Bachelor’s also Life Member of the Dhaka Club Limited and the Banani
degree in Economics & Finance from McGill University. Club Limited.
ANNUAL REPORT 2019 19
20 RAK CERAMICS (BANGLADESH) LIMITED
Silver Award
3rd Position
Certificate of Merit
% on 2018 world
Geographical Area 2014 2015 2016 2017 2018 consumption CAGR
EU 867 910 970 1,021 1,034 8% 4.5%
Other Europe 543 532 527 565 556 4% 0.6%
North America 462 507 547 569 565 4% 5.2%
South America 1,285 1,279 1,180 1,160 1,168 9% -2.4%
Asia 8,135 8,184 8,841 8,983 8,511 66% 1.1%
Africa 792 816 858 920 930 7% 4.1%
Oceania 48 52 56 53 54 0.42% 3.0%
TOTAL 12,132 12,280 12,979 13,271 12,818 100% 1.4%
1%
8% EU
7%
4%
Other Europe
5%
North America
66%
9% South America
Asia
Africa
Oceania
ANNUAL REPORT 2019 23
Bangladesh ceramic industry has experienced 200 pc currently about 63 tiles, sanitaryware and tableware
growth in production over last five years. This growth manufacturer are enlisted into business of which 26 are
momentum is expected to sustain for a considerable actively in tiles operation. Investment in this sector by
period of time. The industry is also positioned to local as well as foreign investors already extended BDT
expand rapidly in the global market with its high quality 50 billion. At present, total yearly production capacity of
products, low labour costs and creative entrepreneurs. ceramic tiles stood at 120 mn Sqm which is expected to
With the latest trade ban imposed by USA on China, ‘an rapidly expand over a 3-5 years’ span. Sanitary ware has
import destination for tiles’ has turn its entrepreneur got already 7.5 mn pc’s installed capacity which is yet to
towards Bangladesh for heavy capital investment in grow further at the same pace of tiles.
ceramic industry for their own suitability. In Bangladesh
140
127
120 111
119
100 96
100
80 74 85
60 56
65
40 48
20 11 11
8 9 8
-
2014 2015 2016 2017 2018
Financial performance
Comparative financial data of preceding five years are given below: (Amount in BDT mn)
Year of Year of
Sl. Market
Name Product Category listing on listing on Year end
No. Category
DSE CSE
01 RAK Ceramics (Bangladesh) Limited Tiles and sanitary ware A 2010 2010 December 31st
NOCF per share (absolute BDT) 3.70 0.38 3.35 0.41 1.45
Net asset value per share (absolute BDT) 17.18 11.15 65.90 29.04 16.37
Earnings per share (absolute BDT) 1.76 0.59 2.22 0.43 1.56
PERFORMANCE AT A GLANCE
PERFORMANCE AT A GLANCE
PERFORMANCE AT A GLANCE
OPERATIONAL HIGHLIGHTS
Substantial improvements
in operational efficiencies
delivering significant
cost reduction across the
operations.
32 RAK CERAMICS (BANGLADESH) LIMITED
Value Creation
[Gross Turnover: BDT 9,370.52mn] – [Purchase of Material and
Service BDT 3,771.20mn] + [Other Income BDT 79.08mn ] =
[Value Created: BDT 5,678.40mn]
34 RAK CERAMICS (BANGLADESH) LIMITED
Gross profit decreased by 5.25% to BDT 1,907.74 mn Particulars Y-19 Y-18 Change %
from BDT 2,013.39 mn (restated) in 2018, mainly due to
PAT 50.67 86.45 (41.39)
significant increase major input material natural gas and
other associated raw material input. Profit after tax decreased by 41.39% to BDT 50.67 mn in
2019 from BDT 86.45 mn in 2018, with decrease in sales
Particulars Y-19 Y-18 Change %
to the extent of 10.12% to BDT 352.40 mn in 2019 from
PAT 754.03 890.62 (15.34) BDT 392.09 mn in 2018.
Profit after tax decreased by 15.34% to BDT 754.03 mn RAK Security and Sevices
from BDT 890.62 mn in 2018., mainly due to lower gross
profit and spending money on brand and marketing Particulars Y-19 Y-18 Change %
including inflationary impact on other selling, general
and administration overhead. Revenue 107.56 159.35 (32.50)
EBITDA decreased by 10.61% to BDT 1,512.46 mn from BDT PAT (1.22) 2.56 (147.66)
1,691.92 mn in 2018, because decreased of profit after tax.
Business incurred loss to BDT 1.22 mn due to decrease
Particulars Y-19 Y-18 Change % in sales to BDT 107.56 mn (BDT 159.35 in 2018)
EPS (Absolute BDT) 1.76 2.08 (restated) (15.38)
Operating profit
EPS decreased by 15.38% to BDT 1.76 from BDT 2.08
per share in 2018 (restated), mainly due to lower profit Particulars Y-19 Y-18 Change %
after tax and increased number of shares due to offer
stock dividend in 2018. Operating profit 1,091.82 1,285.82 (15.09)
Revenue mix:
The ceramics business accounted for a significant share Net operating profit decreased by 15.09% to BDT
of the Company’s revenues; other businesses (power and 1,091.82 mn in 2019 from BDT 1,285.82 mn (restated)
security) made contributions to the consolidated topline. in 2018.
ANNUAL REPORT 2019 35
Administrative 400.51 378.27 (restated) 5.88 Analysis of the balance sheet shareholders’ fund
expenses
Particulars Y-19 Y-18 Change %
Administrative expenses increased by 5.88% to BDT
400.51 mn from BDT 378.27 mn was in 2018 mainly Share capital 4,279.69 3,890.62 10.00
due to annual inflation and increase other associated Share premium 1,473.65 1,473.65 -
overheades.
Retained earnings 1,601.28 1,628.69 (1.68)
Shareholders' fund 7,354.61 6,992.97 5.17
Marketing expenses
Shareholders’ fund increased by 5.17% to BDT 7,354.61
Particulars Y-19 Y-18 Change % mn in 2019, up from BDT 6,992.97 mn in 2018.
Marketing 456.00 411.36 (restated) 10.85
expenses Non-current assets
Asset composition
2019 2018 Increase/
Particulars
Amount (BDT mn) Proportion of assets (%) Amount (BDT mn) Proportion of assets (%) (Decrease)(%)
Non-Current assets 3,913.70 30.67 4,031.50 33.08 (2.92)
Current assets 8,846.16 69.33 8,155.35 66.92 8.47
Total 12,759.86 100.00 12,186.85 100 4.70
There is no non-current borrowings in this year. Cash flow from financing activities
Net cash used in financing activities reduced by 20.26%
Current borrowings to BDT 725.28 mn in 2019 from BDT 909.55 mn in 2018
Current borrowings include current portion of long due to less repayment of term loan by 67.45% to BDT
term foreign currency loan of BDT 89.23 mn. 88.20 mn in 2019 from BDT 270.96 mn in 2018.
ANNUAL REPORT 2019 37
Particulars RAK Ceramics RAK Power RAK Security Adjustment Entity Total
Sales 6,408.00 352.40 107.56 (404.10) 6,463.86
Gross Profit 1,799.93 82.75 16.36 8.7 1,907.74
Profit before Tax 1,059.30 75.40 (1.22) (89.08) 1,044.40
Profit after Tax 793.65 50.67 (1.22) (89.07) 754.03
38 RAK CERAMICS (BANGLADESH) LIMITED
Definition - Earnings per share (EPS) is calculated as the Definition – Market price of stock over the period.
company’s profit divided by the outstanding number of Market price of stock multiplied by number of ordinary
ordinary shares. This is the primary determinant to value shares determine market capitalization or value of the
the share price. company.
Performance Performance
EPS - RESTATED STOCK PERFORMANCE
2.56 66.90
2.38 59.90 61.90
2.08 2.14
1.76
39.00
28.70
2019 2018 2017 2016 2015 2019 2018 2017 2016 2015
Definition - The net asset value (NAV) per share Definition - Dividend yield is the financial ratio that
represents the net value of an entity per share and is measures the quantum of cash dividends paid out to
calculated as the equity divided by number of total shareholders relative to the market value per share.
outstanding shares.
Performance
Performance
DIVIDEND YIELD
NAV PER SHARE
5.2
17.97 18.25 18.14 17.93
17.18
3.23 3.74
2.5
1.67
Definition - The return on shareholders’ equity ratio Definition – The gross profit margin is the ratio of gross
shows how much money is returned to the owners as a profit expressed as percentage over to turnover/sales.
percentage of the money they have invested or retained Gross margin ratio only considers the cost of goods sold
in the company. in its calculation because it measures the profitability of
selling inventory.
Performance Performance
RETURN ON SHAREHOLDERS FUND GROSS PROFIT MARGIN %
2019 2018 2017 2016 2015 2019 2018 2017 2016 2015
Observation – Number of ordinary shares has been Observation – Gross profit margin percentage has
increasing over the last three years and insignificant decreased due to impact of IFRS 15 adoption and
increment of profit after tax has caused lower index. adverse impact of loss of material due to natural
calamity (cyclone).
Definition – The Price Earnings Ratio (P/E Ratio) is the Definition – Earnings before depreciation, interest, tax
ratio for valuing a company that measures its current and amortization is a measure of a company’s overall
share price relative to its earnings per-share. financial performance. EBITDA margins provide investors
a snapshot of short-term operational efficiency.
Performance
Performance
PE RATIO
EBITDA (%)
22.76
20.80 20.58 34.73
16.29 17.04 30.27
26.72 27.25
23.40
Definition – Current ratio that measures a company’s Definition – Market capitalization is the aggregate
ability to pay short-term obligations like debt, payable market value of a company in terms of BDT. it is
or those due within one year. This is computed current computed based on the current market price (CMP) of
asset over current liability. its shares and the total number of outstanding shares.
Performance Performance
CURRENT RATIO MARKET CAPITALIZATION
1.71 22,535
1.66 1.59 1.63 1.60 21,186 20,851
15,173
12,283
2019 2018 2017 2016 2015 2019 2018 2017 2016 2015
Observation – Company performing well year over Observation - Dhaka Stock Exchange, recorded
year while monitoring current asset like cash, negative index return as mentioned in PE ratio
receivables, inventory and current liability payable observation, which causing lower market price of share.
within a year like short term loan, payable etc. Market volatility, concerns to the waning investors’
confidence, which has also an impact on RAK market
price of share.
Definition – Debt to Equity Ratio (D/E) is calculated by Definition – Return on Capital Employed (ROCE)
dividing a company’s total liabilities by its shareholder measures how efficiently a company can generate
equity. It is a measure of what extent a company is profits from its capital employed by comparing net
financing its operations through debt versus equity funds operating profit to capital employed.
Performance Performance
DEBT EQUITY RATIO RETURN ON CAPITAL EMPLOYED (%)
0.20 22.91
0.19 20.84 19.81
17.31
0.14
14.02
0.06
0.01
2019 2018 2017 2016 2015 2019 2018 2017 2016 2015
Observation – Company managing debt very well and Observation - Due to lower gross margins as explained
sustainably maintaining optimum leverage. earlier caused a decline in all other margin parameters,
including return on capital employed.
ANNUAL REPORT 2019 41
2019 2018
13.28% 15.90%
48.12% 46.61%
7.82%
7.61%
0.36%
0.69%
2019 2018
16.72% 16.57%
13.70% 12.63%
778.12
5,678
5,601 707.39
2,732.44
443.97
2,610.56
426.23
949.39 20,450
927.96 38,583
ECONOMIC VALUE-ADDED
Amount in BDT
21,186
15,173 14,730
12,283
8,180
7,355 6,993
6,456
4,928
MARKET VALUE OF SHARES OUTSTANDING BOOK VALUE OF SHARES OUTSTANDING MARKET VALUE-ADDED
44 RAK CERAMICS (BANGLADESH) LIMITED
Serial Amount in
Particulars
No. BDT
3 VAT 1,231,499,984
Total 2,732,444,417
ANNUAL REPORT 2019 45
46 RAK CERAMICS (BANGLADESH) LIMITED
RAK Power Pvt Ltd RAK Security and Services Pvt Ltd
Reporting principles (Bangladesh) and two of its subsidiaries, for the financial
year 1 January 2019 to 31December 2019.
The Financial and statutory data presented in
compliance with the requirements of the Companies
Act 1994, Bangladesh Securities and Exchange Reporting period
Commission and International Financial Reporting The information and analysis is reported for the period
Standards. This report has been prepared complying 1st January 2019 to 31st December 2019. For key
with the framework of the International Integrated performance indicators, comparisons and analysis for
Reporting Council, published in 2013, and discloses the last three to five years have been incorporated in the
performance comparing key performance indicators report to provide complete information for association
applicable to RAK Ceramics. Our sustainability report is and reference for the readers.
prepared as per GRI Sustainability Reporting.
annual report. This covers internal or external issues that assessment framework. We apply a triple assurance
we believe could have a material impact on the Company’s model to enhance the assurance obtained from the
ability to create value. This report excludes the disclosure management, internal audit cell and external assurance
of price sensitive information or any other details that providers, while promoting a strong ethical work
could compromise the Company’s competitive position. environment to ensure the highest level of compliance.
Internal control process is monitored and evaluated
under the direction of internal audit, while external audit
Assurance
cover key controls accounting matters in the course of
The content of the integrated annual report 2019 has their audit. The Board and Audit Committee assessed
been reviewed by the management. The Company’s the effectiveness of internal controls mechanism for
independent auditor, ACNABIN, Chartered Accountants (an the year ended 31st December 2019 as satisfactory.
independent member of BAKER TILLY INTERNATIONAL)
has provided assurance on the annual financial statements
Management responsibility
and corporate governance certification by the M/s Jasmin
& Associates, Chartered Secretaries. All material and significant disclosure reported are
aligned with the applicable disclosure requirements as
per Companies Act 1994, and Bangladesh Securities and
Disclaimer
Exchange guidelines and notification issued time to time.
Shareholders will note that the integrated annual report To enhance governance inaccuracy, risk management
includes forward-looking statements which relate to and controls, the contents of this Report have been
the possible future financial position and results of reviewed by the senior executives of the Company.
the company’s operations. These are not statements
of fact but rather statements by the management
Availability of the annual report
based on current estimates and expectations of future
performance. No assurance can be provided on these The Annual Report of the Company is sent to all
forward-looking statements, and shareholders are shareholders through email in due course of time whose
advised to exercise caution in this regard. email address is available with us as per CDBL record on
record date and copy of the same is also made available
on the website of the Company: http://www.rakcerambd
Internal control and governance
com. In case of non-receipt of the Annual Report sent
The Board, in association with the Audit Committee, through email, shareholders are welcome to collect the
monitors and evaluates RAK’s internal control and risk same from the Registered Office of the Company.
REGULATORS
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48 RAK CERAMICS (BANGLADESH) LIMITED
RAK STRATEGIC
ENABLERS
(RSE)
Robust business foundation (RSE03) Design, innovation and agility (RSE04)
Translated to:
Stakeholder value creation | Competitive dividend payout | Consistent improved cash flow |
Strong stakeholder relationships | Loyal channel partners | Employee bondings
ANNUAL REPORT 2019 49
50 RAK CERAMICS (BANGLADESH) LIMITED
HOW WE DO BUSINESS
RS004
SANITARYWARES - RAK Ceramics product development has created a very wide range
of products with carefully niched details and quality design to suit international tastes,
incorporating the latest rimless technology. RAK Ceramics sanitary ware range has the
perfect solution for bathroom, whatever customer have imagined. Our exquisite range of
sanitartywares completes the lifestyle offering to millions of our customers across the
country.
Deliver value by optimizing and leveraging designed sanitaryware that suits changing
lifestyle.
Focusing growth in value added water efficient closet at differentiated market.
Explore, develop and procure raw materials worldwide.
Continuously improve value chain performance
ANNUAL REPORT 2019 51
What differentiated us
• Our highly skilled people with technical and • Strong brand recall in Bangladesh
operational capabilities
• Customer’s first choice
• Strong customer relationships
• Effective and efficient dealer’s network
• Our ability to manage complex integrated value
chains and production facilities
Delivery options
Multiple delivery
locations
On time in full delivery
Specialist delivery
Site delivery
Self-pickup option
WHAT WE
SERVE TO OUR
CUSTOMER
Display center services Bidding and tendering
Dedicated sales consultant Value engineering
Plenty of stock on display Project-specific tendering
Signature collection On-site consultancy
Room visualiser
Sales channels
Customised solutions Inside - sales consultant
Customised HD printing Outside - field sales support
Customised size
Dedicated call center
52 RAK CERAMICS (BANGLADESH) LIMITED
Intellectual capital - This accounts for the intangibles TILES PRODUCTION PROCESS
associated with brand and reputation, in addition to patents,
Processed raw material
Outbound logistic
Inbound logistic
Customer
Human capital - To grow and operate consistently, we
require skills, knowhow, innovative & experience personnel.
We focus on being an inclusive organisation, building and
retaining critical skills and promoting work culture to ensures Firing Glazing Drying
safety and overall well-being of our employees.
Natural clay
Natural capital – We require natural clay, sand, gas, air, CREATE ASSESS
water, land and energy to convert clay into a lifestyle flooring. Products to capture Impact on our material
We strive for excellence in resource efficiency to mitigate our
opportunities matters
environment footprint.
To employees
949.39mn
Glaze spraying Repair green Drying
body
Natural clay
SANITARY WARE
1.42 MILLION PIECES To government
• RIMLESS WCS 2,723.45mn
Firing Sorting Packing
• WATER CLOSET
• WASHBASINS
• ACCESSORIES
EVALUATE ALLOCATE To investor
Impact on our Resources to optimize 778.12mn
strategic objectives value based growth
MANUFACTURING CAPITAL
KEY INPUTS VALUE CREATION (OUTCOME) OUTLOOK
2019 2018 Company planning to
2019 increase more value
(BDT. mn) (BDT. mn)
creastion using existing
1 Property plant and
3683.73 Capital Expenditure 729.52 307.84 asset, alternatively incrase
equipment
capacity utilization.
2 Asset under work in progress 177.64 Capex Work in progress 177.64 127.78
Optimum balance of
3 Tiles Capacity 10.32mn SQM Dep.and Amortization 450.17 431.70
Financial Leverage
4 Sanitaryware Capacity 1.45 mn pcs Impairment of Asset 10.20 -
INTELLECTUAL CAPITAL
KEY INPUTS VALUE CREATION (OUTCOME) OUTLOOK
1 Singnificant number of trade Company introduced new design and new Company integrate design and
Mark Filed category of tiles and sanitary ware continiously. innovation in its DNA to offer best life
2 Diversified leadership team Company has over 2700 active model in tiles style products. Company is offering
category and 41 models in sanitary ware category. new design every quarters to make
3 Innovative design team our product competitive
HUMAN CAPITAL
KEY INPUTS VALUE CREATION (OUTCOME) OUTLOOK
2019 2018 We are emphasizing and encouraging
1 Efficient and productive young Wages & Benefits 949.39 927.96 employee Training and development
work force hours year over year. We integrate
2 Diversified leadership team driving Number of Employees 1570.00 1,870.00 succession plan for critical position
culture of growth on roll on our HR management system.
3 Low turnover on senior/middle Company planning to inagurate
management team staff residential building soon to
support better and safe living of our
employees.
NATURAL CAPITAL
KEY INPUTS VALUE CREATION (OUTCOME) OUTLOOK
1 Globally sourced natural resources We impact negatively on natural
Company has installed crusing plant for re-use
2 Government supplyed natural Gas capital by using non-renewable
or better use of rejected products through re-
3 Optimum usage of water resources wherever possible and
cycle process. Water Effluent Treatment plant
through our emission and wastes,
significantly adding value over the environment
4 Captive source of energy which we are trying our best to
impact and recycle of water resources.
minimize.
ANNUAL REPORT 2019 55
1 Pan Bangladesh basis 150+ dealers Tax Paid to the Government BDT: 2732.44mn We support stakeholder
2 Dedicated customer relationship of in 2019 ( BDT: 2610.56 in 2018). Company has engagement throughout the
15 member team organized customer engagement program 3 year to influence our relationship
times in 2019 ( 2 times in 2018) and employee and social awarness. We boost
3 Supplier base more than 2500+ engagement program 14 times in 2019 ( 1 manufactured, financial and
4 Spend on Social cause 1.1mn times in 2018). intellectual capital.
• Extreme volatile forex currency in Bangladesh: In 2018 USD vs BDT rate was 82.94 which has depreciated in 2019
to 85.05.
• Intensifying competition in ceramics tiles and sanitary industry: At present 42 tiles and sanitary ware factory are
in operating in Bangladesh
• Controlled supply and significant price increase of natural gas; The primary energy input of ceramics industry
experience in a significant price increased (37.89) during the year.
• Crude oil also experiencing inflationary pressure due to various geopolitical global issue. The Price of Crude oil
has increased by 34.46% over year (sourcing macrotrend.com)
56 RAK CERAMICS (BANGLADESH) LIMITED
STRATEGIC
MATERIALITY
IMPACT
ASSESSMENT
ANALYSIS
STRATEGIC PLANNING PROCESS both opportunities and risks, as identified while scanning
external environment. We also identify the risks and
As part of our strategic planning process, we carefully opportunities that could potentially disrupt the industry.
analyze external environment for market dynamics, Our strategy keeps us focused, setting a visible direction
structural shift of industry, disruption potentiality and and create sustainable growth, enhanced shareholder
understand how these factors will impact our ceramics returns and enduring value for all our stakeholders over
business. In developing our strategy, we considered the short- and long-term.
STRATEGY EXECUTION
MID TERM (3 YEARS)
AND LONG TERM (5 YEARS)
EVALUATION &
MONITORING
OUR STRATEGY
STAKEHOLDERS’ RELATIONSHIP
MEASURE MONITOR
& REPORT
Identify materiality that Manage carefully based on
could bottleneck to materiality profile
delivery strategic outcome Choosing the material issue Monitor materiality issue &
measuring short term and Report to senior
long term impact managment
IDENTIFY MANAGE
• Measure – We measure based on severity and likelihood • Strategic objective impact - RSO01 and RSO04
matrix and how it could impact on shareholder’s key
issue and expectation. When measure specific materiality • Impact on six capital – Financial Capital,
exposure we consider the effect of that issue on the Manufacturing Capital, Intellectual Capital, Social
overall strategy of the company. and Relationship Capital
• Manage – After measuring we decide on which material • Response plan – While cost efficiency and
issue to eliminate or minimize, and how much of its core innovation is the key driver for sustaining growth
risks to retain to mitigate based on materiality profile. however improved relationship with supplier
• Monitor – Implement responses review, monitor in order and regulator minimize the impact or increase
to ensure that materiality levels remain at an optimal shareholder’s return. Improved resource allocation
level. initiative shall improve return.
• Report – Articulate the senior management team on Sustaining profit – Our strategic choice is value based
regular interval to monthly management meeting, growth. Even though we are sharpening our cost
executive meeting and board meeting. efficiency, strategic sourcing and focused on defined
segment initiatives sustaining profit over the long run
Material issue which could have impact for is important differentiator on delivering strategic value.
deriving value • Strategic objective impact - RSO03, RSO02 and
Growth under continued increasing competitive RSO4
industry: Availability of capital, increasing GDP and • Impact on six capital – Financial Capital,
increasing captive consumption due to vertical Manufacturing Capital, Social & Relationship
integration attracting firms in the ceramics industry Capital.
strengthening competition quiet often causing powerful
negative impact on business growth Response plan – Focused defined segment, cost
efficiency, process innovation, product offerings and
• Strategic objective impact - RSO01 and RSO04 skilled manpower helps sustaining long-term profit.
60 RAK CERAMICS (BANGLADESH) LIMITED
Investor complaint redress at RAK Ceramics shareholders through communication for the
(Bangladesh) collection of dividend warrants which have been
returned from the BEFTN system, or by informing
• Any investor may lodge their complaint relating to them of the delivery status by courier service
their investment in the Company through a formal
letter sent to the share department’s official’s • We also manage requests for updation of e-Tin
email address or by phone call to the Company number in the BO account, if cash dividend is
Secretary declared
• The share department official shall review investor • We also handle requests for updation of bank
complaint/s on a weekly basis account details in the BO account while sending
dividend through the BEFTN system
• A designated person of the Company looks after
investor grievances on a daily basis • We review instances of non-receipt of Annual
Report and the declared dividend
• Some of the ways by which we address
more common issues include engaging with • We consider all matters related to shareholders of
the Company efficiently and with urgency
62 RAK CERAMICS (BANGLADESH) LIMITED
Risk management approach The Company always put effort forward to mitigate
the exposure to all forms of strategic, financial, market
The Company establishes the culture of effective and operational risks, both external and internal. The
risk management, and is responsible for maintaining effectiveness of key mitigating controls is continually
appropriate systems and controls. It also sets the risk monitored and also subject to audit assessments. The
appetite and determines the policies and procedures effectiveness and impact of key controls are evaluated
that are put in place to mitigate exposure to risks. and this is used to determine the intensity of each risk.
Risk log
Link to
strategic
SL Risk theme Potential impact Mitigating factor objectives
1 Macroeconomic and Bangladesh is a The Company closely monitors trends and lead indicators RSO01
political risks country that is with a view to gain an understanding of where the markets RSO03
prone to the socio- are headed. The Company is quick to identify and capitalize
The Company is dependent economic risks that on sales opportunities. With housing and infrastructure at
on the economic are typically faced the heart of Bangladesh’s transformation into a middle-
activity levels in its end by fast-developing income nation, we believe that a close association
markets. Accordingly, it is countries. This with these sectors will enable us to reap the benefits of
susceptible to economic could lead to lower sustainable demand over the years to come.
downturn, the impact of activity levels which
Government policy and could reduce sales
any political and economic and production
uncertainty. volumes. This could
have an adverse
effect on the
Company’s financial
results.
ANNUAL REPORT 2019 63
Link to
strategic
SL Risk theme Potential impact Mitigating factor objectives
2 Customer attrition risks Any possible loss • The Company is continuously engaged with brand RSO01
of key customer and new product development and quality and
Our sales are oriented to mandates can customer service improvements across its value
meet the demands of both impact our chain.
retail as well as institutional credibility, while
customers. Our inability to also having an • The Company maintains a national network that
meet their demands can adverse effect on makes customer access quick and seamless.
lead to customer attrition. our financials.
3 Cost and availability of raw Increased raw • The Company focuses on strengthening its supplier RSO04
materials material resource relationships and generally enters into long-term
costs could reduce contracts that enable effective cost inflation
The Company is margins. Also, it mitigation.
susceptible to significant might be difficult
increases in the price of to pass-on the • The Company’s sales pricing policy is linked to its
raw materials (which are increased costs to purchasing policies that ensure margin protection on
also imported), utilities, customers, which the one hand, while also enabling consumer price
fuel and transportation and can have an impact protection on the other.
haulage charges. on the cost base • The Company also possesses strong relationships
and subsequently with its logistics partners that help mitigate
on profitability. transportation and haulage risks and costs.=
4 Competitor activity risks Increased • The Company has unique propositions anchored RSO01
competition could on design, affordability and after sales service that RSO02
The Company has a reduce volumes differentiate RAK brands.
number of existing and margins on
competitors who compete manufactured • The Company places high emphasis on quality,
on range, price, quality products. Also, service, reliability and ethical standards that
and service. Furthermore, it could intensify differentiate us from competitor products.
potential new low-cost
competitors may be
challenges in • The Company has a continuing focus on refreshing
our efforts in the shelf through ongoing engagement with new
attracted into the market sustainable brand
through increased demand product development.
building.
for products.
5 Interest rate risks In case the • RAK Ceramics (Bangladesh) operates with low RSO01
demand of capital dependence on external borrowings. The Company RSO04
Interest rate risk is the grows further to possesses strong retained earnings of Taka 1,601.27
risk that a company may accommodate mn, cash and bank balances of Taka 1499.31 mn and
face due to unfavorable business need, it a low debt-equity ratio of 0.01, as on 31 December
movements in interest could impact the 2019, showcasing our ability to raise low cost debt for
rates. Unfavorable interest Company’s ability prospective needs. Moreover, a strong balance sheet
rate movements caused to raise cost- and high quality ratings also enable us to raise funds,
by volatile money markets, effective funds. when and if required, at competitive rates.
adverse policy and
regulations
64 RAK CERAMICS (BANGLADESH) LIMITED
Link to
strategic
SL Risk theme Potential impact Mitigating factor objectives
6 Currency risks Unfavorable • It is the Company’s policy to enter into safe forward RSO03
currency contracts sanctioned as per the Central Bank’s forex RSO04
Exchange rate risk is fluctuations could policy towards cushioning itself against adverse
relevant for RAK Ceramics impact profitability. foreign currency movements risks.
(Bangladesh) since a large Importantly, the parent Company possesses a
proportion of our raw database of over 2,500 global suppliers engaged
material requirements with it for more than 18 years. RAK Ceramics
are invoiced in foreign (Bangladesh) leverages its parent Company’s monthly
currency. global resource planning exercise, which takes care
of resource procurement schedules and currency
fluctuation escalations.
7 Regulatory risks Abrupt regulatory • The Bangladeshi economy, led by the incumbent RSO02
changes could government, has been socio-economically stable RSO04
The Company operates affect the over the past few years. Besides, the government
under the Companies Act, Company’s holds the democratic mandate of ensuring
1994 and other related business and holistic and sustainable growth and, towards
regulations that include operations. this extent, has created a favorable environment
Income Tax Ordinance with structurally robust policies. This has ensured
1984, Income Tax Rules regulatory predictability leading to a secure business
1984, Value Added Tax environment.
(VAT) Act 2012 and Value
Added Tax (VAT) Rules
2016.
8 Technological risks Any development • RAK Ceramics (Bangladesh) is a subsidiary of RAK RSO03
of new and more Ceramics PJSC, UAE. This ownership enables the
Technology plays a vital cost-effective Company to enjoy access to the latest technology
role in the existence of technology may incorporated in its manufacturing facilities. The
any industrial concern, cause technological Company has adopted the world class SACMI
ensuring superior obsolescence, technology that ensures high-quality, cost-effective
customer service and leading to negative output for the production of tiles and sanitary ware.
minimizing costs across operational The Company has also invested in a full-fledged R&D
the production and efficiency. team to facilitate the absorption of new technology
operations value chain. with optimal investments. The Company also has
The Company’s production access to international / multinational companies
facilities are based on for supplying appropriate technology and technical
the currently available managerial support for the establishment of new
technology. projects. Moreover, with foreign affiliation with RAK
Ceramics PJSC, UAE for technical know-how and
assistance, the Company is expected to always
remain ahead of the other producers in the local
market, which ultimately reduces the technology
related risks impacting the Company.
9 Management risks: Turnover of • The Company places top priority on developing RSO01
key managerial its human resources. The Company offers well- RSO02
personnel, designed compensation package to its employees to RSO03
executives and encourage professionalism, stimulate collaboration RSO04
officers may have and team work and promote innovation, reinforced
an adverse impact with high ethical standards. Moreover, the employees
on the business, enjoy benefits of Contributory Provident Fund,
operating results Gratuity Scheme and Group Life Insurance, Workers
and future growth. Profit Participation Fund and Welfare Fund that
enables our workforce to remain committed, loyal,
engaged and motivated.
ANNUAL REPORT 2019 65
66 RAK CERAMICS (BANGLADESH) LIMITED
Solid waste management and their ability to work effectively with our customers
and across the supply chain is a crucial differentiator
We implement comprehensive programs to minimise for the Company. In addition to enhancing the quality
the disposal of waste material into the environment by of the solutions we develop, building and sustaining
adopting continuous improvement in waste segregation strong relationships help us improve our services and
and recycling programs, which include: drive operational efficiency.
• Segregating hazardous and non-hazardous waste
• Controlling litter and unpleasant odors In our ongoing commitment to pursue high quality
• Conducting routine inspections of waste storage development, our leadership is supportive to enable us
areas to attract and retain the best quality talent with attributes
that we require to operate our business profitably and
• Identification and segregation of waste through sustainably.
the use of garbage bins that are classified as:
Furthering our commitment to treating our employees
Green garbage bins ensuring the proper collection well and managing their expectations better, we have
and disposal of residual waste, leftover food,
offered the following benefits/facilities:
paper, cartons, floor sweepings and other waste
that has no commercial value
Blue garbage bins that enable the collection of • Life insurance coverage: All employees are
metals, machine parts and other such accessories adequately covered by a comprehensive life
Black garbage bins that provide for contaminated insurance policy to protect against any future
items, expired chemicals and infectious waste hazards.
(such as from clinics)
• Provident fund and gratuity scheme: The
Company maintains a recognised Contributory
Energy-efficient systems Provident Fund and an approved Gratuity scheme
RAK Ceramics (Bangladesh) emphasises on the for all its employees.
procurement and installation of energy-efficient • Workers’ profit participation fund: The Company
systems that contribute to preserving the environment maintains a Workers’ Profit Participation Fund
and protecting our reputation as a socially-committed (WPPF), as per the Bangladesh Labour Act, 2006.
and responsible organisation.
• Employee welfare fund: Financial assistance is
provided to employee and their immediate family
Ventilated facade system members for medical and educational purposes
Normal ventilation systems are used in our plants that is from the Employee Welfare Fund maintained by
suitable for local environmental conditions and helps in the Company.
the conservation of energy.
Our focus on creating a happier workplace
Environmental governance and compliance We recognise that our Company will succeed and grow
Key environmental issues are reviewed by our well- only if we attract and retain the highest quality talent.
represented sustainability group. A specially-instituted We engage talented employees dedicated to serve our
forum also assesses key topics and shares industry best customers and responsibly embracing our Company’s
practices across the Group. We are currently developing mission and values.
an innovative approach in responsible procurement,
The health and safety of our people and everyone who
and intend to diversify our sourcing basket that will not
come under the ambit of our activities is fundamental
only help us control quality and costs, but also enable us
to our business and is a source of our uncompromising
to identify and work with responsible and ecologically-
stance on the security and welfare of our stakeholder
aware suppliers.
ecosystem.
Our products and their impact on the Our impact on the UN SDGs
environment In September 2015, 193 UN member-states adopted
RAK Ceramics is a founding member of the Emirates the 2030 Agenda for Sustainable Development and its
Green Building Council that supports the development Sustainable Development Goals (SDGs) as the primary
of sustainable buildings in the UAE. As part of its framework to shift the world in the direction of a more
commitment to focus on ‘green building’ products, it prosperous, equitable and sustainable future.
has launched several exciting and innovative products
The SDGs are a set of cross-linked goals and a blueprint
that contribute to creating a greener and cleaner
to achieve a better and more sustainable future for
environment. The UAE Ministry of Environment
today and for future generations.
and Water (MOEW) has awarded the Company the
prestigious ‘Environmental Performance Certificate’ These SDGs are highly relevant in today’s times. They
(EPC) in recognition of its successful efforts to address the acute challenges we face – from climate
comply with environmental protection standards crisis, abuse of women’s rights, mounting pressures on
and regulations. The Company is proud of its many the environment, unliveable cities, mass-scale poverty
performance material products, which provide excellent and deprivation, and more. Throughout the SDG
quality and value and actively support our customers in adoption process, it was emphasised that businesses
responsibly reducing their environmental footprint. would have to play a pivotal role in delivering on the
objectives of the 17 goals by 2030. These goals are:
At RAK Ceramics (Bangladesh), our social and • Decent work and economic growth : SDG 8
environmental initiatives influence the following UN • Sustainable cities and communities : SDG 11
SDGs (United Nations’ Sustainable Development Goals):
• Responsible consumption and production : SDG 12
• Clean water and sanitation : SDG 6 • Climate action : SDG 13
• Affordable and clean energy : SDG 7 • Life on land : SDG 15
ANNUAL REPORT 2019 69
Every business has social impact on the life of employees, customers and
suppliers, their families and communities. This is why at RAK Ceramics
(Bangladesh) we decided to embrace a new social purpose around two
cornerstones: safety as care and a renewed commitment to sustainability. We
believe that caring for each other is what will drive us to further improve our
performance and we believe that renewing our commitment to people’s health
and wellbeing, environment, responsible sourcing and local communities is
the way to make our growth sustainable in the long term.
RAK Ceramics (Bangladesh)’s, approach to social management of the Company’s CSR initiatives in a way
responsibility is embedded in the Company’s culture that secures business sustainability, as well as creates
and focuses on creating sustainable value for our and sustains a positive impact on the reputation of
stakeholders, especially those at the bottom of the the Company. The CSR Committee is authorised by
economic pyramid. Towards this extent, corporate the Board of Directors to evaluate activities within the
social responsibility is at the heart of RAK Ceramics’ business with respect to CSR.
business values and we recognize that many of our
stakeholders, from site neighbours and employees RAK Ceramics (Bangladesh) actively promotes and
through to our customers and investors, have rising engages in the concept of social contribution that
expectations out of our corporate responsibility helps strengthen communities and contribute to the
commitment and performance. The Company’s CSR enrichment of the grassroots of the society, both at
emphasis is embedded into the culture of the Company, the individual level and consolidated as a group. The
not only enabling the enhancement of business Company is cognizant of its responsibility towards
sustainability, but also ensuring commitment to long- social welfare and contributed an amount of BDT 1.10
term stakeholder value creation.
mn during the year 2019, encompassing donations to
RAK Ceramics (Bangladesh) has a corporate social medical treatment, foster education, social and cultural
responsibility (CSR) committee to ensure better activities of the country.
70 RAK CERAMICS (BANGLADESH) LIMITED
ANNUAL REPORT 2019 71
72 RAK CERAMICS (BANGLADESH) LIMITED
DIRECTORS’ REPORT
Dear Shareholders,
Assalamu Alaikum
Add: Un-appropriated profit During the year under review, there are no material
1,628.69 1,445.45 changes in the nature of business of the Company or
brought forward
its subsidiaries.
Less: Prior year adjustment (leases) 3.32 -
Less: Appropriation of dividend 778.12 707.39 Risk assessment and mitigation is an integral part of the
Company. The Company has appropriate and effective risk
Un-appropriated profit C/F 1,601.28 1,628.69 management systems which carries out risk identification,
assessment and ensures that risk mitigation plans are in
place. The Board of Directors regularly monitor, assess
Profit after tax is exclusive of non-controlling interest. and identify potential risks and threats to profitability and
Key operating and financial data of the preceding five sustainable growth. Detail of risks and concerns, including
years is given in ‘Annexure-1 ’ on page 76 of this annual internal and external risk factors is discussed in the ‘Risk
report. management and control’ on page 62 in this annual
report.
America and Australia. It is listed on the Abu Dhabi assets, the prevention and detection of frauds and errors,
Securities Exchange in the United Arab Emirates and, as compliance with applicable legislations, the accuracy and
a Group, it has an annual turnover of around US$1 billion. completeness of the accounting records and the timely
preparation of reliable financial information. The Company
RAK Ceramics (Bangladesh) has two subsidiaries; RAK
has also established an internal audit and compliance
Power Pvt. Ltd and RAK Security and Services (Pvt) Ltd,
department that functions under an independent head
which are fully owned subsidiaries of the Company. The
of internal audit and compliance to ensure that internal
principal activities and status of these subsidiaries are
control and compliances are in place.
separately disclosed in the ‘Segment wise performance’
on page 37 of this annual report.
Board of directors
Related party transactions The Board of Directors of the Company comprises five
members including two Independent Directors. Names
The detail of related parties with whom transactions
and profiles, including the nature of expertise in specific
have taken place and their relationship as identified and
functional areas of the directors of the Company are
certified by the management is disclosed in the ‘Related
shown in the ‘Directors’ profile’ on page 16 of this
party disclosures under IAS-24’ on page 148 of this annual
annual report.
report.
Appointment/reappointment of directors
Corporate social responsibility
In accordance with the Article 93, 94 and 95 of the Articles
The Company understands its responsibility towards of Association of the Company, Mr. Abdallah Massaad will
social welfare and contributed an amount of BDT retire from office as Director by rotation at the 21st Annual
1.10 mn during the year under review. Detail of the General Meeting and, being eligible, offers himself for re-
company’s CSR activities during the year is discussed in election in accordance with the terms of Article 96 of the
the ‘Corporate social responsibilities’ on page 69 of this Articles of Association of the Company.
annual report.
Remuneration of directors including
Human resources and staff welfare independent directors
RAK Ceramics (Bangladesh) accords the highest priority The Company did not pay any remuneration to any
to its human resource and staff welfare. The Company Director, including Independent Directors, except
believe that employees are integral to its success. The board meeting attendance fee and 3% of profit before
Company committed to ensures a safe and healthy tax to the Managing Director.
working environment for its employees. The Company
currently has 1,570 full-time employees on its rolls
Code of conduct
and offers well-designed compensation packages for
employees to encourage professionalism, develop In compliance with the conditions of corporate
talents, enhance leadership capabilities and maximize the governance code, the Board has laid down a code of
potential of human resources with high ethical standards. conduct for the Chairman of the Board and other Board
members of the Company and annual compliance of the
Notably, the employees of the Company enjoy benefits code is recorded accordingly.
of contributory provident fund, gratuity scheme and
group life insurance, etc. Furthermore, the Company
also established “Workers Profit Participation Fund and Board of directors’ meeting and attendance
Welfare Fund”. In year 2019, the Company contributed The Board of Directors of the Company met seven times
5% of its profit before tax towards the Workers’ Profit during the year under review. The number of Board
Participation and Welfare Fund, amounting to BDT meetings held and the attendance of each Director
52.96 mn. during the year 2019 is disclosed in ‘Annexure-2’ on
page 77 of this annual report.
Internal control
The Board has the ultimate responsibility of establishing Pattern of shareholding
effective systems of internal control. The Company has In accordance with the conditions of corporate governance,
policies and procedures in place for ensuring proper and the shareholding pattern of the Company is disclosed in
efficient conduct of its business, the safeguarding of its ‘Annexure-3’ on page 78 of this annual report.
ANNUAL REPORT 2019 75
ANNEXURE - 1
Net profit before financial expenses 992,645,881 1,161,245,129 1,481,066,031 1,286,533,865 587,483,065
*Other income includes interest income, dividend income, rental Income and profit on sale of fixed assets.
* Sales figure of 2018 and 2019 reduced primarily due to net-off commission, incentive and bonus, as per IFRS-15.
ANNUAL REPORT 2019 77
ANNEXURE - 2
Number of
meetings held Number of
Name of Director Position while as a member meetings attended
Abdallah Massaad
Chairman 07 7
(Nominee of RAK Ceramics PJSC, UAE)
SAK Ekramuzzaman Managing Director 07 5
Pramod Kumar Chand
Director 07 7
(Nominee of RAK Ceramics PJSC, UAE)
Faheemul Huq
Independent Director 07 2
Barrister-at-Law
Wassim Moukahhal Independent Director 07 7
78 RAK CERAMICS (BANGLADESH) LIMITED
ANNEXURE - 3
c) Shareholding status of the top-5 salaried employees, other than CFO, CS & HIAC
• Faheemul Huq, Chairman (e) Hold meetings with external/statutory auditors for
review of the annual financial statements before
• Wassim Moukahhal, Member submission to the Board for approval or adoption;
• Pramod Kumar Chand, Member (f) Review, along with the management, the annual
• Muhammad Shahidul Islam, Member Secretary financial statements before submission to the
Board for approval;
All members of the Committee have strong business
acumen, robust insights and are knowledgeable (g) Review, along with the management, the quarterly
individuals with uncompromising integrity, and are able and half-yearly financial statements before
to ensure compliance with financial, regulatory and submission to the Board for approval;
corporate laws that support meaningful contribution to (h) Review the adequacy of the internal audit function;
the business as well.
(i) Review the Management’s Discussion and Analysis
before disclosing it in the annual report;
Roles and responsibilities
(j) Review statements of all related party transactions
The roles and responsibilities of the Audit Committee submitted by the management;
are clearly defined in the Audit Committee Charter. The
Audit Committee shall assist the Board in fulfilling its (k) Review management letters or letters of internal
oversight responsibilities. To recognise the importance control weakness issued by statutory auditors;
80 RAK CERAMICS (BANGLADESH) LIMITED
(l) Oversee the determination of audit fees based to be held every quarter, in which the Committee
on the scope and magnitude, level of expertise reviewed issues relating to business operations,
and time required for effective audit, while also compliance and finance and accounts, among
evaluating the performance of external auditors; others. The Managing Director, Chief Financial Officer
and and Head of Internal Audit and Compliance (HIAC)
were permanent invitees to the meeting. Relevant
(m) Perform other activities related to the Audit
departmental heads and other members of the
Committee Charter, as requested by the Board of
management also attended the meetings, as required.
Directors.
The proceedings of the meetings are properly recorded
in minutes and regularly reported to the Board of
Committee meetings and attendance Directors. The number of Audit Committee meetings
held, and the attendance by each member during the
During 2019, the Committee held 04 (four) meetings,
year 2019 comprise the following:
complying with the requirement of at least one meeting
• Reviewed if financial statements for the year ended Quarterly financial statements
December 31, 2019 contained full disclosures
and if these were prepared in accordance with As per the CG Code 2018, the Audit Committee
Bangladesh Financial Reporting Standards reviewed quarterly financial statements of the Company
(BFRS), as adopted by the Institute of Chartered and its subsidiaries, and found that these statements
Accountants of Bangladesh (ICAB) reflected a true and fair view of the state of affairs of
the companies.
• Appropriate management information systems
(MIS) are in place to facilitate the decision-making
Annual financial statements
process
The Committee has tabled the annual financial
• Existing risk management procedures are effective statements for approval by the Board. The Board has
to capture and mitigate risk subsequently approved the financial statements, which
• The state of compliance with corporate will be opened for discussion at the forthcoming Annual
governance code and other regulations, as per General Meeting.
the requirements of the Bangladesh Securities and
Exchange Commission, were ensured Appreciation
The Audit Committee expresses its sincere thanks to
Statutory auditor the members of the Board, the management and the
The Audit Committee is satisfied through its own statutory and internal auditors for their support and
process of review that the statutory auditor of the assistance in enabling it to carry out its duties and
Company is independent, as defined by the related responsibilities effectively.
act. The Audit Committee of the Board recommended
the re-appointment of ACNABIN, Chartered
Accountants (an independent member of BAKER TILLY
INTERNATIONAL), as the statutory auditors of the
Company for the year 2020.
Internal audit
Internal Audit is regarded as one of the four pillars of
corporate governance. Internal audit is conducted under (Wassim Moukahhal)
the supervision of Mr. Mohammad Samsul Arefin, Head
Member
of Internal Audit and Compliance (HIAC), in accordance
Audit Committee
with the approved roles and responsibilities of HIAC and
February 04, 2020
corporate governance code/best practices.
Financial management
The financial management/activities of the Company
are supervised by Mr. Sadhan Kumar Dey, Chief Financial
Officer of the Company. The Audit Committee is
satisfied that Mr. Sadhan Kumar Dey has the appropriate
expertise and knowledge to fulfill his role efficiently.
82 RAK CERAMICS (BANGLADESH) LIMITED
(c) Identifying persons who are qualified to become shall be reasonable and sufficient to attract, retain
Directors and who may be appointed in top-level and motivate suitable individuals. The relationship of
executive positions, in accordance with the criteria remuneration to performance should be clear and
laid down, and recommend their appointment should encourage meeting of appropriate performance
and removal to the Board; benchmarks. The remuneration should also involve a
(d) Formulating the criteria for evaluation of balance between fixed and incentive/performance-
performance of Independent Directors of the Board; related pay, reflecting achievement of short and
long-term performance objectives appropriate to the
(e) Identifying the Company’s needs for employees
working of the Company and meeting its goals.
at different levels and determine their selection,
transfer or replacement and promotion criteria;
Evaluation criteria
(f) Developing, recommending and reviewing
annually the Company’s human resources and The Committee shall carry out evaluation of
training policies; and performance of every Director. The Committee shall
identify the evaluation criteria which will evaluate
(g) Developing a succession plan for the Board and for
Directors based on their knowledge to perform the
top-level executives, and regularly reviewing the
plan. role, time and level of participation, performance of
duties, level of oversight and professional conduct and
independence. The appointment/re-appointment/
Nomination policy continuation of Directors on the Board shall be subject
The NRC shall identify and ascertain the integrity, to the outcome of the annual evaluation process. The
qualification, expertise and experience of the person Committee shall evaluate performance of top-level
for appointment as Director in terms of the diversity executives on the basis of individual KPIs. Decisions
policy of the Board, and recommend to the Board pertaining to promotion/continuation of top-level
his/her appointment. For the appointment of top- executives shall be subject to the outcome of the annual
level executives, a person should possess adequate evaluation process based on appropriate performance
qualifications, expertise and experience for the position
benchmarks.
he/she is considered for appointment. Further, for
administrative convenience, the appointment of top-
level executives, the Managing Director is authorised to Committee meetings and attendance
identify and appoint a suitable person for such a position.
During the year 2019, the NRC held one meeting,
However, if need be, the Managing Director may consult
the Committee/Board for further directions/guidance. complying with the requirement of at least one meeting
to be held during the year. The proceedings of the
meeting was recorded in proper minutes and reported
Remuneration policy to the Board of Directors. The number of NRC meetings
The level and composition of remuneration to be paid held and the attendance by each member during the
to Directors, top-level executives and other employees year 2019 is given below:
stakeholders. The minutes of the proceedings of each independent, responsible and accountable to the Board
Board meeting are maintained in terms of statutory and to shareholders. The NRC shall:
provisions.
a) Report and offer recommendations to the Board
of Directors
Committees of the board
b) Disclose the nomination and remuneration policy
In accordance with the requirements of Corporate and the evaluation criteria and its activities to
Governance Code 2018 of the BSEC, RAK Ceramics shareholders
(Bangladesh) has an Audit Committee and a
Nomination and Remuneration Committee (NRC) as The details about the NRC, including terms of reference,
sub-committees of the Board of Directors. composition, responsibilities, meetings, nomination and
remuneration policy, evaluation criteria and activities,
are disclosed in this annual report in the “Nomination
Audit committee and Remuneration Committee (NRC) Report”, signed by
The Audit Committee is a sub-committee of the Board the Chairperson of the Committee.
and assists the Board in ensuring the promulgation of
strong monitoring systems across the business. The Chairman of the board and managing director
Committee comprises three members, which include
two Independent Directors. The Chairman of the The position of the Chairman of the Board and the
Committee is an Independent Director of the Company. Managing Director of RAK Ceramics (Bangladesh) is
The Company Secretary is the Member Secretary of the filled by different individuals. The Board of Directors has
Committee. clearly defined the respective roles and responsibilities
of the Chairman and the Managing Director, in addition
The Audit Committee is responsible to the Board, and to their roles and responsibilities, as per the Articles
the duties and responsibilities of the Committee are of Association of the Company. However, in addition,
clearly set forth in writing by the Board in the Audit Mr. Imtiaz Hussain was the Chief Executive Officer of
Committee Charter. The Audit Committee reports to the Company and has resigned voluntarily from the
the: position.
a) Board of Directors
Chief financial officer
b) Relevant regulatory authorities
Sadhan Kumar Dey is the Chief Financial Officer of RAK
c) Shareholders and general investors
Ceramics (Bangladesh). He is a qualified finance and
Details about the Audit Committee, including terms management professional from the Chartered Institute
of reference, composition, responsibilities, meetings, of Management Accountant – UK and the Institute of
reporting and activities carried out by the Committee, Certified Management Accountant – Australia. He is
are disclosed in this annual report in the “Audit alumni of Harbard Business School,USA. He possesses
Committee Report”, signed by the Member of the more than 20 years of industrial experience, focused on
Committee. serving construction companies in the manufacturing
sectors. As CFO, he is responsible for the finance and
accounting activities of the Company. The Board of
Nomination and remuneration committee (NRC) Directors has clearly defined the roles, responsibilities
The NRC is a sub-committee of the Board and assists the and duties of the CFO.
Board in the formulation of the nomination criteria or
policy for determining qualifications, positive attributes, Company secretary
experiences and independence of directors and top-
level executives, as well as a policy for the formal Muhammad Shahidul Islam is the Company Secretary
processes of considering remuneration of directors and of RAK Ceramics (Bangladesh) and has been appointed
top-level executives. by the Board of Directors of the Company. He is a
qualified Chartered Secretary and a fellow member of
The NRC of RAK Ceramics (Bangladesh) comprises three the Institute of Chartered Secretaries of Bangladesh
members, which include two Independent Directors. (ICSB). His professional career spans over 15 years in
The Chairperson of the Committee is an Independent the realm of Company Secretariat, Corporate Affairs,
Director of the Company. The Company Secretary is Compliances, Initial Public Offer (IPO), Legal, Capital
the Member Secretary of the Committee. The NRC is Market Operations and Internal Audit covering the
ANNUAL REPORT 2019 87
manufacturing and insurance sectors. The Board of RAK Ceramics (Bangladesh) Limited, nor they have
Directors has clearly defined the roles, responsibilities any directorship/shares of RAK Ceramics (Bangladesh)
and duties of the Company Secretary. Limited during the tenure of the audit assignment.
stipulated a code of conduct for employees, ensuring of conditions of corporate governance code of the
that the latter maintains the highest integrity, promotes Company is provided on page 89 in this annual report.
fair and accurate disclosures and ensures financial
reporting and compliance with all the relevant laws and
Conclusion
ethical principles.
RAK Ceramics (Bangladesh) ensured the highest standards
in good corporate governance and also rigorous adherence
Compliances
to the requirements of the ethical code of conduct
RAK Ceramics (Bangladesh) is committed to comply through close and consistent monitoring. Through the
with all the requirements of the corporate governance code of ethics, all levels of staff have been educated and
code, as required by the Bangladesh Securities and encouraged to report through whistle-blowing when they
Exchange Commission. The certificate on compliance suspect any wrongdoing by employees.
ANNUAL REPORT 2019 89
CORPORATE GOVERNANCE
COMPLIANCE CERTIFICATE
This is a scrutiny and verification and an independent audit on compliance of the conditions of the
Corporate Governance Code as well as the provisions 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 Governance 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 Commission;
(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 Companies
Act, 1994, the securities laws and other relevant laws; and
(d) The Governance of the company is highly satisfactory.
……………………………
Annexure-C
Compliance Status
Condition
No. Title Remarks
Not
Complied
Complied
1 BOARD OF DIRECTORS:
The Managing Director (MD) and/or Chief Executive Officer (CEO) of a listed
1(4)(b) √
company shall not hold the same position in another listed company;
The Chairperson of the Board shall be elected from among the non-executive
1(4) ( c ) √
directors of the company;
The Board shall clearly define respective roles and responsibilities of the
1 (4)(d) √
Chairperson and the Managing Director and/or Chief Executive Officer;
In the absence of the Chairperson of the Board, the remaining members may
elect one among themselves from non-executive directors as Chairperson
1 (4) (e ) √
for that particular Board’s meeting; the reason of absence of the regular
Chairperson shall be duly recorded in the minutes.
1(5) The Director's Report to Shareholders
A statement that there are no significant doubts upon the issuer company’s
ability to continue as a going concern. If the issuer company is not No such
1(5)(xvii)
considered to be a going concern, the fact along with reasons thereof should matter
be disclosed;
An explanation that significant deviations from the last year’s operating results
No such
1(5)(xviii) of the issuer company shall be highlighted and the reasons thereof should be
matter
explained;
Key operating and financial data of at least preceding 5 (five) years shall be
1(5)(xix) √
summarised;
An explanation on the reasons if the issuer company has not declared No such
1(5)(xx)
dividend (cash or stock) for the year; matter
Board’s statement to the effect that no bonus shares or stock dividend has
1(5)(xxi) √
been or shall be declared as interim dividend;
The total number of Board meetings held during the year and attendance by
1(5)(xxii) √
each director;
1(5)(xxiii) Parent or subsidiary or associated companies and other related parties
√
(a) (name-wise details);
Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer,
1(5)(xxiii
Head of Internal Audit and Compliance and their spouses and minor children √
(b)
(name-wise details);
1(5)(xxiii)
Executives; √
(c)
1(5)(xxiii) Shareholders holding ten percent (10%) or more voting interest in the
√
(d) company (name wise details).
1(5)(xxiv)
A brief resume of the director; √
(a)
1(5)(xxiv)
Nature of his/her expertise in specific functional areas; √
(b)
1(5)(xxiv) Name of companies in which the person also holds the directorship and the
√
(c) membership of committees of the board;
1(5)(xxv) Accounting policies and estimation for preparation of financial statements;
√
(a)
Changes in accounting policies and estimations, if any, clearly describing the
1(5)(xxv) effect on financial performance or results and financial position, as well as
√
(b) cash flows in absolute figures for such changes;
5 AUDIT COMMITTEE:
5(2)( e) The company secretary shall act as the secretary of the Committee; √
The quorum of the Audit Committee meeting shall not constitute without
5(2)(f) √
independent director.
5(3) Chairman of the Audit Committee
The Board of Directors shall select 1 (one) member of the Audit Committee to
5(3)(a) √
be Chairman of the Audit Committee, who shall be an independent director;
In the absence of the Chairperson of the Audit Committee, the remaining
members may elect one of themselves as Chairperson for that particular
5(3)(b) meeting, in that case there shall be no problem of constituting a quorum as √
required under condition No. 5(4)(b) and the reason of absence of the regular
Chairperson shall be duly recorded in the minutes.
Chairperson of the Audit Committee shall remain present in the Annual
5(3) (c ) √
General Meeting (AGM):
5(4) Meeting of the Audit Committee
The Audit Committee shall conduct at least its four meetings in a financial
5(4)(a) √
year;
The quorum of the meeting of the Audit Committee shall be constituted in
presence of either two members or two-third of the members of the Audit
5(4)(b) √
Committee, whichever is higher, where presence of an independent director
is a must.
Role of Audit Committee
5(5)
The Audit Committee shall :
5(5)(a) Oversee the financial reporting process; √
5(6)(a)(i) The Audit Committee shall report on its activities to the Board. √
No such
5(6)(a)(ii)(a) Report on conflicts of interests;
matter
Suspected or presumed fraud or irregularity or material defect identified in No such
5(6)(a)(ii)(b)
the internal audit and compliance process or in the financial statements; matter
Suspected infringement of laws, regulatory compliances including securities No such
5(6)(a)(ii)(c)
related laws, rules and regulations; and matter
Any other matter which the Audit Committee deems necessary shall be No such
5(6)(a)(ii)(d)
disclosed to the Board immediately; matter
Reporting to the Authorities: If the Audit Committee has reported to
the Board about anything which has material impact on the financial
condition and results of operation and has discussed with the Board and the
management that any rectification is necessary and if the Audit Committee No such
5(6)(b)
finds that such rectification has been unreasonably ignored, the Audit matter
Committee shall report such finding to the Commission, upon reporting of
such matters to the Board for three times or completion of a period of 6 (six)
months from the date of first reporting to the Board, whichever is earlier.
Reporting to the Shareholders and General Investors: Report on activities
carried out by the Audit Committee, including any report made to the Board
5(7) under condition No. 5(6)(a)(ii) above during the year, shall be signed by the √
Chairperson of the Audit Committee and disclosed in the annual report of the
issuer company.
6 Nomination and Remuneration Committee (NRC):
6(2) (c) Members of the Committee shall be nominated and appointed by the Board; √
The Board shall have authority to remove and appoint any member of the
6(2) (d) √
Committee;
In case of death, resignation, disqualification, or removal of any member of
the Committee or in any other cases of vacancies, the board shall fill the
6(2)(e ) √
vacancy within 180 (one hundred eighty) days of occurring such vacancy in
the Committee;
98 RAK CERAMICS (BANGLADESH) LIMITED
6(4)(a) The NRC shall conduct at least one meeting in a financial year; √
The Chairperson of the NRC may convene any emergency meeting upon
6(4)(b) √
request by any member of the NRC;
The quorum of the meeting of the NRC shall be constituted in presence
of either two members or two third of the members of the Committee,
6(4)(c) √
whichever is higher, where presence of an independent director is must as
required under condition No. 6(2)(h);
The proceedings of each meeting of the NRC shall duly be recorded in the
6(4 ) ( d) √
minutes and such minutes shall be confirmed in the next meeting of the NRC.
6(5) Role of the NRC
NRC shall be independent and responsible or accountable to the Board and
6(5) (a ) √
to the shareholders;
The level and composition of remuneration is reasonable and sufficient
6(5)(b)(i) to attract, retain and motivate suitable directors to run the company
√
(a) successfully;
Subject: Declaration on Financial Statements for the year ended 31 December 2019
Dear Sir,
Pursuant to the condition No. 1 (5)(xxvi), imposed vide the Commission’s Notification No. BSEC/CMRRCD/2006-158/207/
Admin/80 dated 3 June 2018 under section 2CC of the Securities and Exchange Ordinance 1969, we hereby declare that:
(1) The audited standalone and consolidated financial statements of RAK Ceramics (Bangladesh) Limited for the year
ended 31 December 2019 have been prepared in compliance with International Accounting Standards (IAS) or
International Financial Reporting Standards (IFRS), as applicable in Bangladesh, and any departure therefrom has
been adequately disclosed;
(2) The estimates and judgements 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 the above, the Company has taken proper and adequate care in installing a system of internal control
and maintenance of accounting 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 significant
doubt on the Company’s ability to continue as going concern.
In this regard, we also certify that:
(i) We have reviewed the audited standalone and consolidated financial statements for the year ended 31 December
2019 and 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; and
(b) These statements collectively present a true and fair view of the Company’s affairs and are in compliance
with existing accounting standards and applicable laws.
(ii) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the
period, which are fraudulent, illegal or in violation of the code of conduct of the Company’s Board of Directors
or its members.
Sincerely yours,
Key Audit Matters How our audit addressed the Key Audit Matters
Recognition of rights of use assets and lease liabilities for lease rental arrangements
Key Audit Matters How our audit addressed the Key Audit Matters
Revenue recognition
Refer note no 3.14.2 and 24
The Group provides various benefits to its dealers, including Our audit procedures involved following activities:
discount, commissions, incentives and bonus.
• Reading the contracts with the dealers and other
Considering the variability of the said benefits, effective circulars and announcements for terms and
from the current year, the management presented them conditions related to discount, commissions,
as deduction from revenue in contrast to previous years’ incentives and bonus;
presentation as marketing and selling expense. Prior year’s
comparative figures are also restated in this regard.
• Recalculate the amount of discount, commissions,
incentives and bonus;
The management applies its judgment in determining
whether there is valid expectation among the dealers arising
• Checking the past trend of allowing discount,
commissions, incentives and bonus.
from the Group’s customary business practices for any
further benefits in excess of the figures provisioned for.
Refer note no 3.14.1, 10, 27.1 and 35.1 (b) to the consolidated financial statements
Remarkable amount of the trade receivables of the Group Our audit procedures included testing the Group’s credit
is attributable to a single customer, which is also a related control procedures and judgment on determining the
party (as disclosed in note no #36 to the consolidated provisions for expected credit losses. The audit procedures
financial statements) to the Group. Being related party, involved following activities:
there may be unpalatable behavior putting reliability at risk.
• testing, on a sample basis, receivable balances and
Significant amount of judgment is to be applied to comparing it with our results from the external
determine the risk of default over the expected life of confirmations;
trade receivables, which may have material impact over
the figures of trade receivable. As a result, there is risk of
• inspecting the arrangements, securities documents,
credibility assessments and correspondences with
error in determining the allowance for impairment for trade
parties concerned to assess the recoverability of
receivables.
significant long outstanding receivables;
• reviewing the calculations of the allowance for
impairment of trade receivables based on the
judgments applied by the management.
106 RAK CERAMICS (BANGLADESH) LIMITED
Key Audit Matters How our audit addressed the Key Audit Matters
In preparing the consolidated financial statements, In connection with our audit of the consolidated
management is responsible for assessing the Group’s financial statements, our responsibility is to read the
ability to continue as a going concern, disclosing, other information identified above and, in doing so,
as applicable, matters related to going concern and consider whether the other information is materially
using the going concern basis of accounting unless inconsistent with the consolidated financial statements
or our knowledge obtained in the audit, or otherwise
ANNUAL REPORT 2019 107
Report on other Legal and Regulatory far as it appeared from our examination of these
Requirements books;
In accordance with the Companies Act 1994 and the c) the consolidated statement of financial position
Securities and Exchange Rules 1987, we also report the and consolidated statement of profit or loss and
following: other comprehensive income dealt with by the
report are in agreement with the books of account
a) we have obtained all the information and and returns; and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit and d) the expenditure incurred was for the purposes of
made due verification thereof; the Group’s business.
ACNABIN
Dated, 04 February 2020 Chartered Accountants
ANNUAL REPORT 2019 109
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
as at 31 December 2019
2019 2018
Notes Taka Taka
Assets
Property, plant and equipment 4 3,002,294,289 3,200,651,808
Investment property 5 681,433,369 691,149,776
Right of use assets 6 45,836,335 -
Intangible assets 7 6,495,047 11,916,384
Capital work-in-progress 8 177,641,997 127,781,532
Total non-current assets 3,913,701,037 4,031,499,500
Inventories 9 2,785,630,242 3,005,616,081
Trade and other receivables 10 859,960,257 871,791,127
Advances, deposits and prepayments 11 267,192,251 322,820,432
Advance income tax 12 3,434,063,275 3,125,317,011
Cash and cash equivalents 13 1,499,310,101 829,807,227
Total current assets 8,846,156,126 8,155,351,878
Total assets 12,759,857,163 12,186,851,378
Equity
Share capital 14 4,279,687,010 3,890,624,560
Share premium 15 1,473,647,979 1,473,647,979
Retained earnings 16 1,601,275,518 1,628,694,442
Equity attributable to equity holders of the company 7,354,610,507 6,992,966,981
Non-controlling interests 1,393 1,546
Total equity 7,354,611,900 6,992,968,527
Liabilities
Borrowings 19 - 88,203,349
Deferred tax liability 17 191,893,149 197,934,495
Lease liability 20 29,374,867 -
Total non-current liabilities 221,268,016 286,137,844
Borrowings 19 89,232,918 309,652,416
Lease liability 20 10,101,008 -
Trade and other payables 21 691,725,531 528,659,578
Accrued expenses 22 558,665,634 531,601,160
Provision for income tax 23 3,834,252,156 3,537,831,853
Total current liabilities 5,183,977,246 4,907,745,007
Total liabilities 5,405,245,263 5,193,882,851
Total equity and liabilities 12,759,857,163 12,186,851,378
ACNABIN
Dated, 04 February 2020 Chartered Accountants
110 RAK CERAMICS (BANGLADESH) LIMITED
2019 2018
Notes Taka Taka
ACNABIN
Dated, 04 February 2020 Chartered Accountants
RAK Ceramics (Bangladesh) Ltd.
111
112 RAK CERAMICS (BANGLADESH) LIMITED
2019 2018
Taka Taka
1. Reporting entity
RAK Ceramics (Bangladesh) Limited (the Company), formerly RAK Ceramics (Bangladesh) Pvt. Limited, a UAE-Bangladesh
joint venture company, was incorporated in Bangladesh on 26 November 1998 as a private company limited by shares under
the Companies Act 1994. The Company was later converted from a private limited into a public limited on 10 June 2008
after observance of required formalities as per laws. The name of the Company was thereafter changed to RAK Ceramics
(Bangladesh) Ltd. as per certificate issued by the Registrar of Joint Stock Companies dated 11 February 2009. The address of
the Company’s registered office is RAK Tower, Plot # 1/A, Jasimuddin Avenue, Sector # 3, Uttara, Dhaka 1230. The company
got listed with Dhaka Stock Exchange (DSE) and Chittagong Stock Exchange (CSE) on 13 June 2010.
1.1 Nature of business
The Company is engaged in manufacturing and marketing of ceramics tiles, wash room sets and all types of sanitary ware.
It has started its commercial production on 12 November 2000. The commercial production of its new sanitary ware plant,
expansion unit of ceramics facilities, tiles and sanitary plant was started on 10 January 2004, 1 July 2004,1 September 2007,
1 April 2015 and 17th May 2016 respectively.
1.2 Description of subsidiaries
RAK Power Pvt. Ltd.
RAK Power Pvt. Ltd. has been incorporated in Bangladesh under the Companies Act 1994 on 30 June 2005 as a private
company limited by shares with an authorized capital of Taka 1,000,000,000 divided into 10,000,000 ordinary shares of Taka
100 each. The paid up capital stands at Taka 205,000,000 at the end of reporting year. The Company has gone into operation
from 1 May 2009. The registered office of the Company is at RAK Tower (8th floor), Jashimuddin Avenue, Plot # 1/A, Sectoe
# 03, Uttara Model Town, Dhaka - 1230. The Power Plant is located at Village : Dhanua, P.S: Sreepur, District: Gazipur. 57%
shares of RAK Power Pvt. Ltd. is held by RAK Ceramics (Bangladesh) Limited.
The Board of Directors of RAK Ceramics (Bangladesh) Limited in its meeting held on July 26, 2015 have decided to further increase
the shareholding in RAK Power Pvt. Ltd. from 57% to 99.99% through purchase of 881,495 number of ordinary shares of BDT
100 each in consideration of BDT 255 per share totaling to BDT 224,781,225 only from all the other shareholders of RAK Power
Pvt. Ltd. subject to approval by the shareholders and concerned authorities for the interest of the business of the Company. The
shareholders of RAK Ceramics (Bangladesh) Limited have approved the same in the EGM dated September 20, 2015.The effect of
acquisition has been taken place as approved in Board of Directors meeting of RAK Power (Pvt.) Ltd on 20 October 2015
RAK Security and Services (Pvt.) Limited
RAK Security and Services (Pvt.) Ltd. has been incorporated in Bangladesh under the Companies Act 1994 on 21 December
2006 as a private company limited by shares with an authorized capital of Taka 100,000,000 divided into 1,000,000 ordinary
shares of Taka 100 each. The paid up capital stands at Taka 1,000,000 at the end of reporting year. The Company has gone
into operation from 1 May 2007. The registered office of the Company is at RAK Tower (8th floor), Plot # 1/A, Jasimuddin
Avenue, Sector # 03, Uttara Model Town, Dhaka-1230. 35% shares of RAK Security and Services (Pvt.) Ltd is held by RAK
Ceramics (Bangladesh) Limited.
The Board of Directors of RAK Ceramics (Bangladesh) Limited in its meeting held on July 26, 2015 have decided to further
increase the shareholding in RAK Security & Services (Pvt.) Ltd. from 35% to 99.00% through purchase of 6,500 number of
ordinary shares of BDT 100 each in consideration of BDT 2,875 per share totaling to BDT 18,687,500 only from all the other
shareholders of RAK Security & Services (Pvt.) Ltd. subject to approval by the shareholders and concerned authorities for the
interest of the business of the Company. The shareholders of RAK Ceramics (Bangladesh) Limited have approved the same in
the EGM dated September 20, 2015. The effect of acquisition has been taken place as approved in Board of Directors meeting
of RAK Security and Services (Pvt.) Ltd on 20 October 2015.
2. Basis of preparation
2.1 Statement of compliance
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), the
Companies Act 1994 and the Securities and Exchange Rules 1987.
114 RAK CERAMICS (BANGLADESH) LIMITED
The title and format of these financial statements follow the requirements of IFRS which are to some extent different from
the requirement of the Companies Act 1994. However, such differences are not material and in the view of management IFRS
titles and format give better presentation to the shareholders.
Authorisation for issue
These financial statements have been authorised for issue by the Board of Directors of the Company on 04 February 2020.
2.2 Basis of measurement
These financial statements have been prepared on historical cost basis except for inventories which are measured at lower
of cost and net realisable value.
2.3 Functional and presentational currency
These financial statements are presented in Bangladesh Taka (Taka/Tk/BDT), which is the functional currency and
presentation currency of the Company. The figures of financial statements have been rounded off to the nearest Taka.
2.4 Use of estimates and judgements
The preparation of these financial statements in conformity with IFRS requires management to make judgements, 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 an ongoing basis. Revisions to accounting estimates are recognised
in the year in which the estimates are revised and in any future years affected.
In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies
that have the most significant effect on the amount recognised in the financial statements are stated in the following notes:
IFRS-10 ""Consolidated Financial Statements"" introduces a new control model that focuses on whether the group has power
over an investee, exposure or rights to variable returns from its involvement with the investee and ability to use its power to
affect those returns. An investor has power over an investee when the investor has existing rights that gives it the current
ability to direct the relevant activities that significantly affect the investee’s returns. Power arises from rights. An investor
is exposed, or has rights, to variable returns from its involvement with the investee when the investor’s returns from its
involvement have the potential to vary as a result of the investee’s performance. An investor controls an investee if the
investor not only has the power over the investee and exposure or rights to variable returns from its involvement with the
investee, but also has the ability to use its power to affect the investor’s return from its involvement with the investee."
Subsidiaries
Subsidiaries are enterprises controlled by the Group. Control exists when the Group has the power to govern the financial and
operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are
presently exercisable are taken into account. The results of operations and total assets and liabilities of subsidiary companies
are included in the consolidated financial statements on a line-by-line basis and the interest of minority shareholders, if any,
in the results and net assets of subsidiaries is stated separately. The financial statement of subsidiaries are included in the
consolidated financial statements of the Group from the date that control commences until the date that control ceases. Any
gains or losses on increase/decrease in non-controlling interest in subsidiaries without a change in control, is recognised as
a component of equity.
Loss of control
Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interest
and other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised
in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the
date that control is lost. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale financial
asset depending on the level of influence retained.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions,
are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with equity-
accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealised
losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
3.2 Financial assets
a) Trade & other receivables
Trade & other receivables are financial assets with fixed or determinable payments that are not quoted in an active market.
Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition
trade & other receivables are measured at amortised cost using the effective interest method, less any impairment provision.
b) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, cash at bank including short notice deposits and fixed deposits having
maturity of three months or less that are subject to an insignificant risk of changes in their fair value, and are used by the
Group in the management of its short-term commitments.
3.3 Financial liabilities
a) Trade & other payables
Trade & other payables are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial
recognition, trade & other payables are measured at amortised cost using the effective interest method.
b) Borrowings
Interest-bearing borrowings include short term bank loan. Interest-bearing borrowings are recognised initially at fair value
less any directly attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at
amortised cost using the effective interest method.
116 RAK CERAMICS (BANGLADESH) LIMITED
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. Land
is not depreciated as it deemed to have an indefinite life.
3.6 Investment property
Investment properties are properties held to earn rentals and/or for capital appreciation (including property under construction
for such purposes). Investment properties are measured at cost less accumulated depreciation and impairment losses, if any.
Cost includes expenditures that are directly attributable to the acquisition of the investment property. Maintenance, renewals
and betterments that enhances the economic useful life of the investment property or that improve the capacity, quality or
reduce subsequently the operation cost or administration expenses and capitalized by adding it to the related investment
property. Ongoing repairs and maintenance is expensed as incurred.
ANNUAL REPORT 2019 117
An investment property is derecognized upon disposal or when the investment property is permanently withdrawn from
use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the
property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in
statement of profit or loss and other comprehensive income the period in which the property is derecognised.
3.6.1 Depreciation on investment property
Depreciation charged on the basis of straight line method. Depreciation continues to be charged on each item of investment
property until written value of such fixed asset is reduced to Taka one. Depreciation on addition to fixed assets is charged
when it is available for use and charging of depreciation on property, plant, equipment & investment property ceases at the
earliest of the date the assets is classified held for sale in accordance with IFRS 5 and the date that aasets is derecognised.
Rates of depreciation on various classes of investment property are as under:
Building 5
For short-term leases (lease term of 12 months or less) and leases of low-value assets (such as personal computers and office
furniture), the group has opted to recognize a lease expense on a straight-line basis as permitted by IFRS 16. This expense is
presented within rent expenses in the statement of profit or loss.
Former finance leases
The main difference between IFRS 16 and IAS 17 with respect to assets formerly held under a finance lease is the measurement
of residual value guarantees provided by a lessee to a lessor. IFRS 16 requires that the group recognizes as part of its lease
liability only the amount expected to be payable under a residual value guarantee, rather than the maximum amount
guaranteed as required by IAS 17. This change did not have a material effect on the group’s financial statements.
Impact on Lessor Accounting
IFRS 16 does not change substantially how a lessor accounts for leases. Under IFRS 16, a lessor continues to classify leases as
either finance leases or operating leases and account for those two types of leases differently. However, IFRS 16 has changed
and expanded the disclosures required, in particular regarding how a lessor manages the risks arising from its residual interest
in the leased assets.
As required by IFRS 9, an allowance for expected credit loss has been recognized on the finance lease receivables.
3.15 Finance income and expenses
Finance income comprises interest income on fixed deposits, Short Notice Deposit (SND) and amounts due from related
parties. Interest income is recognized in profit or loss as it accrues, using the effective interest rate method.
Finance costs comprises interest expense on overdraft, LTR, term loan, short term borrowings and finance lease. All finance
expenses are recognised in the statement of comprehensive income.
Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are
recognised in profit or loss using the effective interest method.
Foreign currency gains and losses on financial assets and financial liabilities are reported on a net basis as either finance
income or finance cost depending on whether foreign currency movements are in a net gain or net loss position.
3.16 Foreign currency
Transactions in foreign currencies are translated to Taka at the foreign exchange rates prevailing on the date of transaction.
All monetary assets and liabilities denominated in foreign currencies at reporting date are translated to Taka at the rates
of exchange prevailing on that date. Resulting exchange differences arising on the settlement of monetary items or on
translating monetary items at the end of the reporting period are recognised in the statement of profit or loss and other
comprehensive income as per International Accounting Standard IAS-21 "The Effects of Changes in Foreign Exchange Rates".
3.17 Taxation
Income tax expenses represents current tax and deferred tax. Income tax expense is recognised in the statement of profit
or loss and other comprehensive income except to the extent that it relates to items recognised directly in equity, in which
case it is recognised in equity.
Current tax:
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted
at the reporting date, and any adjustment to tax payable in respect of previous year. Provisions for corporate income tax is
made following the rate applicable for companies as per Finance Act 2019.
Deferred tax:
Deferred tax has been recognised in accordance with International Accounting Standard (IAS) 12. Deferred tax is provided
using the liability method for temporary differences between the carrying amount of assets and liabilities for financial
reporting purposes and the amount used for taxation purpose. Deferred tax is determined at the effective income tax rate
prevailing at the reporting date.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences to the extent that
it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed
at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
122 RAK CERAMICS (BANGLADESH) LIMITED
COST DEPRECIATION
Sale/ Net book
Particulars Addition Balance Charged Adjustment Balance value as at
Balance as at disposal Balance as at Rate
during the as at during the during the as at 31 Dec 2019
01 Jan 2019 during the 31 Dec 2019 (%)
year 01 Jan 2019 year year 31 Dec 2019
year
Land 338,570,507 - - 338,570,507 - - - - 338,570,507
Factory building 999,375,345 38,657,783 - 1,038,033,128 5-20 382,353,134 52,280,276 - 434,633,410 603,399,718
Office building 204,836,622 8,784,691 (12,757,294) 200,864,019 5 111,325,399 10,936,085 (2,553,122) 119,708,362 81,155,657
Plant and machinery 5,387,988,133 157,640,006 - 5,545,628,139 5-10 3,452,988,485 305,368,735 - 3,758,357,220 1,787,270,919
Mobile plant 135,573,374 6,728,522 - 142,301,896 10 99,008,863 4,623,588 - 103,632,451 38,669,445
Electrical installation 242,630,147 - - 242,630,147 10-20 193,187,791 7,675,319 - 200,863,110 41,767,037
Gas pipeline 77,047,294 2,391,051 - 79,438,345 10-20 52,329,342 3,922,021 - 56,251,363 23,186,982
Furniture and fixtures 40,827,059 3,742,359 - 44,569,418 10 27,704,762 2,418,307 - 30,123,069 14,446,349
Office equipment 113,918,875 5,908,723 - 119,827,598 10-20 74,241,892 18,826,666 - 93,068,558 26,759,040
Communication
14,768,857 3,336,425 - 18,105,282 10-20 8,599,956 2,040,145 - 10,640,101 7,465,181
equipment
Tools and appliances 19,113,047 64,050 - 19,177,097 10-20 10,304,624 1,714,744 - 12,019,368 7,157,729
Vehicles 89,762,354 1,594,836 (294,728) 91,062,462 10-20 51,715,558 7,077,035 (175,856) 58,616,737 32,445,725
Fire fighting
3,631,012 - - 3,631,012 20 3,631,012 - - 3,631,012 -
equipments
Total 7,668,042,626 228,848,446 (13,052,022) 7,883,839,050 4,467,390,818 416,882,921 (2,728,978) 4,881,544,761 3,002,294,289
124
as at and for the year ended 31 December 2019
COST DEPRECIATION
Sale/ Net book
Particulars Addition Balance Charged Adjustment Balance value as at
Balance as at disposal Balance as at Rate
during the as at during the during the as at 31 Dec 2018
01 Jan 2018 during the 31 Dec 2018 (%)
year 01 Jan 2018 year year 31 Dec 2018
year
Land 336,575,507 1,995,000 - 338,570,507 - - - - 338,570,507
Factory building 932,964,883 66,410,462 - 999,375,345 5-20 333,451,642 48,901,492 - 382,353,134 617,022,211
Office building 203,113,529 1,723,093 - 204,836,622 5 101,236,417 10,088,982 - 111,325,399 93,511,223
Plant and machinery 5,268,607,207 119,380,926 - 5,387,988,133 5-10 3,149,903,876 303,084,609 - 3,452,988,485 1,934,999,648
Mobile plant 122,434,617 13,138,757 - 135,573,374 10 90,904,362 8,104,501 - 99,008,863 36,564,511
Electrical installation 241,464,647 1,165,500 - 242,630,147 10-20 183,208,804 9,978,987 - 193,187,791 49,442,356
Gas pipeline 77,047,294 - - 77,047,294 10-20 48,717,653 3,611,689 - 52,329,342 24,717,952
Furniture and fixtures 37,026,750 3,982,583 (182,274) 40,827,059 10 25,855,408 2,023,987 (174,633) 27,704,762 13,122,297
Office equipment 110,835,457 3,083,418 - 113,918,875 10-20 55,298,970 18,942,922 - 74,241,892 39,676,983
Communication
12,231,404 2,537,453 - 14,768,857 10-20 6,853,414 1,746,542 - 8,599,956 6,168,901
equipment
Tools and appliances 17,669,297 1,443,750 - 19,113,047 10-20 8,355,786 1,948,838 - 10,304,624 8,808,423
Vehicles 83,352,902 6,617,452 (208,000) 89,762,354 10-20 44,596,878 7,269,848 (151,168) 51,715,558 38,046,796
Fire fighting
3,631,012 - - 3,631,012 20 3,631,012 - - 3,631,012 -
equipments
Total 7,446,954,506 221,478,394 (390,274) 7,668,042,626 4,052,014,222 415,702,397 (325,801) 4,467,390,818 3,200,651,808
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
as at and for the year ended 31 December 2019
5 Investment property
COST DEPRECIATION
Net book
Sale/ value as
Particulars Addition Charged Adjustment
Balance as at disposal Balance as at Balance as at Balance as at at 31 Dec
during the Rate during the during the
01 Jan 2019 during the 31 Dec 2019 01 Jan 2019 31 Dec 2019 2019
year year year
year
Land1 500,571,750 - - 500,571,750 - - - - 500,571,750
Office building2 210,636,382 815,692 - 211,452,074 5% 20,058,356 10,532,101 - 30,590,455 180,861,619
Total 711,208,132 815,692 - 712,023,824 20,058,356 10,532,101 - 30,590,455 681,433,369
COST DEPRECIATION
Sale/ Net book
Particulars Addition Charged Adjustment value as at
Balance as at disposal Balance as at Balance as at Balance as at
during the Rate during the during the 31 Dec 2018
01 Jan 2018 during the 31 Dec 2018 01 Jan 2018 31 Dec 2018
year year year
year
Land1 500,571,750 - - 500,571,750 - - - - 500,571,750
Office building2 210,636,382 - - 210,636,382 5% 9,526,255 10,532,101 - 20,058,356 190,578,026
Total 711,208,132 - - 711,208,132 9,526,255 10,532,101 - 20,058,356 691,149,776
1 The land 10 khata is situated besides the RAK Tower was acquired in March 2012. The same was classified as Property, plant & equipment till 31st Dec 2016.
The said property are stated at cost as per IAS 16 due to alternate reliable sources of measurement being unavailable.
2 The property, being an Apartment on 10th floor, RAK Tower, was acquired in the month of February 2017 from M/s Julphar Bangladesh. ( Erstwhile RAK
Pharmaceuticals Pvt. Ltd) and godown office building is situated at above mentioned land. This property is too under operating lease culminating in
undetermined future use. Hence the same is classified under “Investment Property” under IAS 40.
125
The fair values of the property has been adopted at the transaction value considering that the munnicipal valuation of the property has fairly remained
unchanged, the company has adopted the transaction value as the fair value of the property.
126 RAK CERAMICS (BANGLADESH) LIMITED
2019 2018
Taka Taka
2019
Receipt
Accumulated Profit/(loss)
Particulars Original cost Book value against sales/
depreciation on disposal
insurance
Taka Taka Taka Taka Taka
Motor Bike 294,728 175,856 118,873 179,500 60,627
Total 294,728 175,856 118,873 179,500 60,627
2018
Receipt
Accumulated Profit/(loss)
Particulars Original cost Book value against sales/
depreciation on disposal
insurance
Taka Taka Taka Taka Taka
Furniture & fixture 182,274 174,633 7,641 11,550 3,909
Motor Bike 208,000 151,168 56,832 134,140 77,308
Total 390,274 325,801 64,473 145,690 81,217
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
as at and for the year ended 31 December 2019
COST
Net book
Particulars Addition Sale/ dispos- Balance Charged Adjustment Balance value as at
Balance as at Balance as at
during the al during the as at during the during the as at 31 Dec 2019
01 Jan 2019 31 Dec 2019
year year 01 Jan 2019 year year 31 Dec 2019
Allocation of Depreciation
1. Company rented four display center's situated in Dhaka, Chittagong and Sylhet.
2. Accomodation Buildings rented for the use of transit employees.
3. Company has taken a warehouse at pubail to store the finished goods to distribute in nearby area promptly.
127
4. Office Buildings rented for the use of official work.
128 RAK CERAMICS (BANGLADESH) LIMITED
2019 2018
Taka Taka
7 Intangible assets
Balance as at 1 January 11,916,384 5,429,027
Add: Addition during the year 771,526 11,950,323
12,687,910 17,379,350
Less: Amortisation during the year (Note-27) 6,192,863 5,462,966
Balance as at 31 December 6,495,047 11,916,384
The above amount represents cost of various licenses as well software which are being amortised over 2-3 years from the
date of their expenses.
8 Capital Work-in-Progress
Balance as at 1 January 127,781,532 41,415,719
Add: Addition during the year 261,225,698 259,518,324
389,007,230 300,934,043
Less: Transfer to property, plant & equipment and investment Property
211,365,233 173,152,511
(note 8.1)
Balance as at 31 December 177,641,997 127,781,532
8.1 Items transferred from capital work in progress to property, plant & equipment
Factory building 38,326,033 52,019,988
Plant & machinery 139,907,809 112,846,905
Mobile plant - 7,826,143
Communication equipment - 345,362
Others 33,131,391 114,113
211,365,233 173,152,511
9 Inventories
Raw materials 818,594,596 839,612,529
Less : Provision for slow moving & obsolete inventories 19,685,939 -
798,908,657 839,612,529
Stores and consumables spares and packing 951,862,906 1,043,685,123
Less: Write off for stores, consumables and packing during the year - 31,843,008
951,862,906 1,011,842,115
Finished goods (net of net realizable value adjustment) 719,463,284 872,171,284
Less : Provision for slow moving & obsolete inventories 17,505,541 -
701,957,743 872,171,284
Work-in-process 104,694,796 105,323,515
Goods-in-transit 228,206,140 176,666,638
2,785,630,242 3,005,616,081
2019 2018
Taka Taka
2019 2018
Taka Taka
2019 2018
Taka Taka
2019 2018
Percentage of shareholdings :
% Taka % Taka
RAK Ceramics PJSC, UAE 68.13 2,915,864,310 68.13 2,650,785,740
S.A.K. Ekramuzzaman 3.95 168,958,240 3.95 153,598,410
HH Sheikh Saud Bin Saqr Al Qassimi 0.00 340 0.00 310
Sheikh Omer Bin Saqr Al Qassimi 0.00 340 0.00 310
Sheikh Ahmad Bin Humaid al Qassimi 0.00 340 0.00 310
Hamad Abdulla Al Muttawa 0.00 160 0.00 150
Dr. Khater Massaad 0.00 160 0.00 150
Abdallah Massaad 0.00 160 0.00 150
Manoj Uttamrao Ahire 0.00 160 0.00 150
General Public 27.92 1,194,862,800 27.92 1,086,238,880
100.00 4,279,687,010 100.00 3,890,624,560
132 RAK CERAMICS (BANGLADESH) LIMITED
The company was incorporated on 26th of November 1998 with paid up capital of BDT 1,000 and subsequently has issued ordinary
shares including bonus shares in several dates i.e. 30 September 2000, 30 October 2005, 15 June 2009, 28 July 2009, 31 January
2010, 24 May 2010, 20 March 2011, 15 April 2012, 10 April 2013, 02 April 2014, 29 March 2017, 18 April 2018 and 09 April 2019.
Classification of shareholders by holding
15 Share premium
On 31 January, 2010, company issued 10,000,000 ordinary shares in favor of institutional shareholder and employees per
share BDT. 40 (include BDT. 30 as premium). On 24 May, 2010 Company again issued 34,510,000 ordinary shares through
IPO per share BDT. 48 (include BDT. 38 as premium). Details reconciliation shown below:
2019 2018
No. of shares Share premium (per share)
Taka Taka
10,000,000 30 300,000,000 300,000,000
34,510,000 38 1,311,380,000 1,311,380,000
1,611,380,000 1,611,380,000
137,732,021 137,732,021
1,473,647,979 1,473,647,979
Detail movement for reserve and surplus shown under statement of changes in equity.
Property, plant and equipment (Excluding land and others) 2,769,055,533 1,978,873,851 790,181,682
Trade receivable 791,627,927 800,414,926 (8,786,999)
Inventory 2,716,061,804 2,763,754,793 (47,692,989)
Net taxable temporary difference 733,701,694
As at 31 December 2018
Property, plant and equipment (Excluding land and others) 2,965,075,192 2,206,204,829 758,870,363
Trade receivable 825,965,144 829,566,575 (3,601,431)
Net taxable temporary difference 755,268,932
2019
Provident fund Gratuity fund Total
Taka Taka Taka
Balance as at 1 January - - -
Add: Provision made during the year 61,044,474 32,792,338 93,836,812
61,044,474 32,792,338 93,836,812
Less: Payments made to fund during the year 61,044,474 32,792,338 93,836,812
Balance as at 31 December - - -
Provision and payment includes BDT. 1,946,890 for the year 2019 as employee contribution paid to employee leaving
company before being eligible for provident fund and employer’s contribution reversed.
2018
Provident fund Gratuity fund Total
Taka Taka Taka
Balance as at 1 January - - -
Add: Provision made during the year 61,860,370 33,220,831 95,081,200
61,860,370 33,220,831 95,081,200
Less: Payments made to fund during the year 61,860,370 33,220,831 95,081,200
Balance as at 31 December - - -
Provision and payment includes BDT. 516,106 for the year 2018 as employee contribution paid to employee leaving
company before being eligible for provident fund and employer’s contribution reversed.
134 RAK CERAMICS (BANGLADESH) LIMITED
2019 2018
Taka Taka
19 Borrowings
Non-current:
Term loan 89,232,918 362,201,591
Current portion of term loan (89,232,918) (273,998,242)
- 88,203,349
Current:
Bank overdrafts - 35,654,174
Current portion of term loan 89,232,918 273,998,242
89,232,918 309,652,416
Balance as at 31 December 89,232,918 397,855,765
2019 2018
Taka Taka
20 Lease liability
Non-current:
Lease liability 39,475,875 -
Less : Current portion of lease liability 10,101,008 -
29,374,867 -
Current:
Current portion of lease liability 10,101,008 -
2019 2018
Taka Taka
Trade payables
Payable to local suppliers 92,068,742 109,881,660
Payable to foreign suppliers 334,034,758 265,572,347
Payable to service provider 31,996,004 20,171,194
Payable to C & F agent 18,884,970 11,187,712
476,984,474 406,812,913
Other payables
Tax deducted at source 20,422,540 18,295,834
VAT deducted at source 7,771,816 6,765,578
VAT and Supplementary duty payable (Note-21.1) 103,722,054 -
Dividend Payable 41,670,516 39,574,191
Unclaimed share application 20,810,756 20,818,916
Advance from cutomer against sales 14,403,615 10,893,079
Security deposit payable 3,470,342 1,658,392
Payable to employees 1,202,084 658,229
Provisional liabilities - material & services 1,267,333 23,182,446
214,741,056 121,846,665
691,725,531 528,659,578
136 RAK CERAMICS (BANGLADESH) LIMITED
2019 2018
Taka Taka
Due to introduction of new SD & VAT Act, SD & VAT now require to deposit within 15 days of next month instead of
advance. Therefore instead of advance it is now shown as payable.
22 Accrued expenses
2019 2018
Taka Taka
Income year
Year 2019 296,420,303 -
Year 2018 316,355,666 316,355,666
Year 2017 346,089,883 346,089,883
Year 2016 302,798,649 302,798,649
Year 2015 323,397,728 323,397,728
Year 2014 377,885,822 377,885,822
Year 2013 362,336,361 362,336,361
Year 2012 339,211,366 339,211,366
Year 2011 326,685,215 326,685,215
Year 2010 348,965,691 348,965,691
Year 2009 266,823,984 266,823,984
Year 2008 147,117,914 147,117,914
Year 2007 80,163,573 80,163,573
3,834,252,156 3,537,831,853
24 Sales
Gross sales from Ceramics product 8,869,234,727 8,692,532,056
Gross sales from Power generation 379,906,242 392,089,748
Gross sales from Security service 121,388,597 183,249,674
9,370,529,566 9,267,871,478
Less: Elimination 404,110,423 489,551,833
Supplementary Duty 670,842,773 674,107,884
VAT 1,201,656,333 1,157,559,196
Discount 47,695,679 115,868,831
Commission, incentive and bonus 582,367,046 499,700,433
Net sales 6,463,857,312 6,331,083,301
138 RAK CERAMICS (BANGLADESH) LIMITED
2019 2018
Taka Taka
25 Cost of sales
Materials consumed:
Opening inventory as at 1 January 839,612,529 655,088,511
Add: Purchase during the year 2,239,349,844 2,681,307,156
3,078,962,373 3,336,395,667
Less: Closing inventory as at 31 December 818,594,596 839,612,529
2,260,367,777 2,496,783,138
Manufacturing overhead:
Direct labour (note 25.1) 595,504,852 588,450,015
Direct expenses:
Power and gas 234,312,245 220,935,411
Repairs and indirect materials (note 25.2) 716,398,223 810,642,376
Rental charges - 922,886
Depreciation on property, plant & equipment (note 5.1) 377,142,595 377,083,481
Royalty and technical know-how/assistance fees 84,744,206 94,261,305
Other production overhead (Note 25.3) 46,178,500 97,271,900
Provision for slow moving & obsolete inventories (note 9) 37,191,480 -
Movement in stock 204,272,788 (368,660,843)
4,556,112,666 4,317,689,669
2019 2018
Taka Taka
26 Other income
27 Administrative expenses
2019 2018
Taka Taka
New classification of financial assets shown in note 35.1(b) Impairment loss allowance has not been considered on other
receivables and bank balances because business is confident to recover the full amount from the party.
27.2 Staff cost
Salary & wages 138,394,082 136,802,633
Overtime 30,166 -
Bonus 24,022,478 20,121,783
Incentive - 335,979
Gratuity 7,586,413 7,856,289
Employer's contribution to provident fund 7,301,369 7,721,457
Leave encashment 5,411,101 1,518,227
Group life insurance 801,988 763,146
Canteen and conveyance
9,270,590 8,100,268
expenses
Staff uniform expenses 770,127 914,819
Travelling expenses 1,571,722 2,628,231
Compensation 129,002 -
Medical expenses 1,262,481 1,094,402
Accommodation expenses 1,703,857 117,878
Other employee benefit 413,468 210,960
198,668,844 188,186,072
Managing Director’s remuneration represents provision made 3% of net profit before tax of RAK Ceramics (Bangladesh) Ltd.
ANNUAL REPORT 2019 141
2019 2018
Taka Taka
Showroom, office and house rent includes rent expenses for short term lease for BDT. 1,234,000 and related government
levis wherever applicable. Details of the short term lease is shown in note no 34. No low value item exists at the reporting
period.
28.2 Salary & wages under staff cost (note no. 25.1, 27.2 & 28.1) includes employee conttribution to provident fund for BDT.
19,860,877, BDT. 7,301,369 & BDT. 2,386,546.
29 Finance income
2019 2018
Taka Taka
30 Finance expenses
Interest expenses against loan 12,774,595 34,297,301
Interest expenses against lease liability 5,111,376 -
Foreign exchange loss/(gain) 6,874,554 810,559
Bank charges 2,563,151 4,286,162
27,323,676 39,394,022
32 Current tax
2019 2018
Taka Taka
Profit before tax % 1,044,404,413 % 1,225,925,354
Current tax expenses 28.38% 296,420,303 25.79% 316,179,434
Deferred tax expenses -0.58% (6,041,346) 1.56% 19,120,735
Total tax expenses 27.80% 290,378,957 27.35% 335,300,169
Credit risk is the risk of financial loss to the Company if a client or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Company’s trade receivables and other receivables.
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. In monitoring
credit risk, debtors are grouped according to their risk profile, i.e. their legal status, financial condition etc. Trade & other
receivable are mainly related to receivables from dealers, receivables from export sales, claim receivables, accrued interest
and other receivables. The Company’s exposure to credit risk on accounts receivables is mainly influenced by the individual
payment characteristics of customers.
The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of
financial position.
Other receivables
b) Impact of IFRS 9
The following table and the accompanying notes below explain the original measurement categories under IAS 39 and the
new measurement categories under IFRS 9 for each class of the financial assets as at 31 December 2019.
Original New Original carrying New carrying Impairment
Financial assets Note classification classification amount under amount under loss (Refer
under IAS 39 under IFRS 9 IAS 39 IFRS 9 note 10.1)
Trade receivable- Loan &
10.1 Amortized cost 327,655,223 325,015,143 2,640,080
unrelated receivable
Trade receivable- Loan &
10.1 Amortized cost 495,046,661 488,460,673 6,585,988
related receivable
Cash & cash Loan &
13 Amortized cost 1,495,681,647 1,495,681,647 -
equivalent receivable
i The above table provides information ECLs till date. Impairment provision till Dec 2018 was Tk. 3,601,431 and provision
made during the year is Tk. 5,624,637.
ii Trade receivables that were classified as loans and receivables under IAS 39 are now classified at amortised cost.
Impairment over these receivables was recognised in the current year on transition to IFRS 9.
iii Cash and cash equivalents that were classified as loans and receivables under IAS 39 are now classified at amortised
cost. Impairment over these cash & cash equivalent was recognised in the current year on transition to IFRS 9.
144 RAK CERAMICS (BANGLADESH) LIMITED
Ageing of receivables
c)
i. The ageing of trade receivables as at 31 Dec was:
Amounts in Taka
As at 31 Dec 2019 As at 31 Dec 2018
Not past due 751,147,263 745,648,990
0-90 days past due 32,705,826 16,912,926
91-180 days past due 18,869,623 21,642,349
181-365 days past due 3,437,613 12,917,992
over 365 days past due 7,315,492 8,757,853
813,475,817 805,880,110
35.2 Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s
approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities
when become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to
the Company’s reputation.
The Company ensures that it has sufficient cash and cash equivalents to meet expected operational expenses, including
financial obligations through preparation of the cash flow forecast, prepared based on timeline of payment of the financial
obligation and accordingly arrange for sufficient liquidity/fund to make the expected payment within due date. Moreover, the
Company seeks to maintain short term lines of credit with scheduled commercial banks to ensure payment of obligations in
the event that there is insufficient cash to make the required payment. The requirement is determined in advance through
cash flows projections and credit lines facilities with banks are negotiated accordingly.
The following are the contractual maturities of financial liabilities of the Company:
As at 31 Dec 2019
Carrying Contractual Within 12 More than 12
amount cash flows months or less months
Taka Taka Taka Taka
Trade and other payables 691,725,531 691,725,531 691,725,531 -
Term loan (foreign) 89,232,918 89,232,918 89,232,918 -
780,958,449 780,958,449 780,958,449 -
As at 31 Dec 2018
Contractual Within 12 More than 12
Carrying amount
cash flows months or less months
Taka Taka Taka Taka
Bank overdraft 35,654,174 35,654,174 35,654,174 -
Trade and other payables 528,659,578 528,659,578 528,659,578 -
Term loan 362,201,591 362,201,591 273,998,242 88,203,349
926,515,343 926,515,343 838,311,994 88,203,349
a) Currency risk
The Company is exposed to currency risk on certain revenues and purchase of raw material, spare parts, accessories
and capital item. Majority of the company’s foreign currency purchase are denominated in USD and EURO. All the export
proceeds are receipt in USD, 50% of export proceeds are crediting to export retention quota account and rest of the 50% are
converted to Taka and crediting to company’s current account.
i) Exposure to currency risk
The Company’s exposure to foreign currency risk was as follows based on notional amounts (in Taka):
The Company has foreign exchange loss of Tk 6,874,554 during the year ended 31 December 2019 (31 December 2018:
Exchange loss Tk 810,559).
The following significant exchange rates have been applied:
ii) Foreign exchange rate sensitivity analysis for foreign currency expenditures
A strengthening or weakening of the Taka, as indicated below, against the AED, GBP, USD, EURO at 31 December would
have increased/(decreased) profit or loss by the amounts shown below.
146 RAK CERAMICS (BANGLADESH) LIMITED
Interest rate risk is the risk that arises due to changes in interest rates on borrowings. The Company is not significantly exposed
to fluctuation in interest rates as company has not entered into any type of derivative instrument in order to hedge interest
rate risk as at the reporting date.
Profile
At the reporting date, the interest rate profile of the Company’s interest bearing financial instruments was:
Carrying amount
As at 31 Dec As at 31 Dec
2019 2018
Taka Taka
Fixed rate instruments
Financial assets
Investment in FDR 791,506,905 346,467,169
Cash at banks 704,174,743 478,072,594
Financial liabilities
Term loan (Foreign) 89,232,918 362,201,591
Bank overdraft - 35,654,174
Fair value of financial assets and liabilities of the Company together with carrying amount shown in the statement of
financial position are as follows:
ANNUAL REPORT 2019 147
Financial liabilities
Liabilities carried at amortised costs
Term loan 89,232,918 89,232,918 362,201,591 362,201,591
Bank overdraft - - 35,654,174 35,654,174
Trade and other payables 691,725,531 691,725,531 528,659,578 528,659,578
148
List of related parties with whom transactions have taken place and their relationship as identified and certified by management: Amounts in Taka
RAK Power Pvt. Ltd Subsidiary Unsecured Nil Current year 350,456,021 11,064,211 - 69,096,649 - 81,999,600
Previous year 392,089,748 6,152,571 - 98,658,782 - 81,999,600
RAK Security & Services Pvt. Ltd Subsidiary Unsecured Nil Current year 52,160,129 - - 6,400,853 - 4,950,000
Previous year 95,939,059 - - 19,908,164 - 3,960,000
RAK Ceramics - PJSC, UAE Parent Unsecured Nil Current year 22,466,247 - - 24,122,508 - -
Previous year 29,055,626 - - 25,144,693 - -
Ceramin FZ LLC Fellow subsidiary Secured Nil Current year 392,749,682 - - 81,573,238 - -
Previous year 509,397,456 - - 83,236,425 - -
Julphar Pharmaceuticals Ltd. Other related party Unsecured Nil Current year - 2,520,000 - - - -
Previous year - 4,860,000 3,645,000 - - -
RAK Paints Pvt. Ltd. Other related party Unsecured Nil Current year 419,421 3,600,000 5,144 - - -
Previous year 1,796,925 3,600,000 2,280,000 - - -
Kea Printing & Packaging
Other related party Unsecured Nil Current year 68,191,789 - - 10,047,843 - -
Industries
Previous year 76,073,703 - - 12,706,166 - -
Palli Properties Pte. Ltd Other related party Unsecured Nil Current year 14,711,593 - - 722,088 - -
Previous year 18,684,918 - - 865,356 - -
Sky Bird Travel Agents Pvt. Ltd. Other related party Unsecured Nil Current year 353,672 - - - - -
Previous year 2,401,433 - - 24,544 - -
Green Planet Communications Other related party Unsecured Nil Current year 379,457 - - - - -
Previous year 9,584,482 - - 48,720 - -
Global Business Associates Ltd. Other related party Unsecured Nil Current year 780,380 - - 17,595 - -
Previous year 717,674 - - - - -
Pelikan Plastic & Packing Pvt.
Other related party Unsecured Nil Current year 39,045,942 - - 5,772,579 - -
Ltd.
Previous year 118,354,894 - - 8,046,142 - -
Secured by
Mohammed Trading Other related party Guaranted Nil Current year - 2,384,669,868 494,919,371 - - -
Cheque
Previous year - 2,277,534,117 520,382,927 - - -
Key Management
S.A.K. Ekramuzzaman Unsecured Nil Current year 2,563,008 - - 35,910,357 35,910,357 -
Personnel
Previous year 2,193,288 - - 39,943,228 -
39,943,228
Key Management
Imtiaz Hussain Unsecured Nil Current year - - - - 10,367,732 -
Personnel
Previous year - - - 1,123,305 10,793,225 -
ANNUAL REPORT 2019 149
During the year, provision was made as MD’s remuneration for Taka. 35,910,357.
During the year, Board meeting fees of Taka 150,000 was paid to the board members for attending the Board meetings.
37 Segment reporting
The company has three reportable segments which offer different products and services and are managed separately
because they require different technology and marketing strategies. The following summary describes the operations of
each segment:
Ceramics & Sanitary Ware: Engages in manufacturing and marketing of ceramics tiles, bathroom sets and all types
of sanitary ware.
Power: Set-up power utilities and operate power-generating plants, transmission system and distribution system
and to sell the generated electric power to any legal entity.
Security and services : Engages in providing security guard, cleaning services, verification services,termite and pest
control services and set up manpower technical training.
Business Segments
2019 Ceramic & Security and Inter
Power Entity total
sanitary ware Services segment
Taka Taka Taka Taka Taka
Business Segments
2018 Ceramic & Security and Inter
Power Entity total
sanitary ware Services segment
Taka Taka Taka Taka Taka
2019 2018
Taka Taka
Weighted average no. of equity shares outstanding (Note 38.1) 427,968,701 427,968,701
2019 2018
Taka Taka
The expenditure increased due to normal increase is salary & wages and also incremental amounts in respect of dealers
performance incentives, inventory provisioning based on ageing analysis.
The company registered improvement in cash inflows from customers as well as better credit term with suppliers in the
year as compared to previous year.
2018 2017
40 Contingent liabilities
There are contingent liabilities on account of unresolved disputed corporate tax assessments and VAT claims by the
authority aggregating to Tk 888,227,095 (31 Dec 2018: Tk 992,574,842). Considering the merits of the cases, it has not
been deemed necessary to make provisions for all such disputed claims.
There is also contingent liability in respect of outstanding letters of credit of Tk 228,072,306 (31 Dec 2018: Tk
307,987,625) and letter of guarantee of Tk 100,575,768 (31 Dec 2018: Tk 115,134,048).
The Board of Directors of RAK Ceramics (Bangladesh) Limited, in its meeting held in February 04, 2020,
has unanimously recommended cash dividend @ 15% of the paid up capital of the company for the year
ended 31 December 2019 equivalent to BDT. 641,953,052 to be distributed as cash dividends among share
holders, which is more then 30% of the current year profit. The dividends is subject to final approval by the
shareholders at the forthcoming 31 March 2020 Annual General Meeting of the Company.
ANNUAL REPORT 2019 153
INDEPENDENT AUDITORS’
REPORT AND AUDITED FINANCIAL
STATEMENTS
as at and for the year ended
31 December 2019
154 RAK CERAMICS (BANGLADESH) LIMITED
Key Audit Matters How our audit addressed the Key Audit Matters
Recognition of rights of use assets and lease liabilities for lease rental arrangements
Refer note no 3.15.3, 6 and 21 to the financial statements
The Company recognized rights of use assets (ROUA) and We assessed the Company’s key internal controls in
lease liabilities arising from the lease rental arrangements for identification of lease, recognition and measurement of ROUA
its display centers, accommodation floors and warehouse. and lease liability, and related key assumptions. We performed
following procedures for our assessment :
The recognition is made for the first time in current year’s
financial statements as it adopted IFRS 16 (Leases) in its • Read the contracts for lease rental arrangements,
financial statements for the first time. However, that would not especially the terms and conditions related to
require a restatement of the comparative period information payments, lease incentives, any indirect costs,
because Company elected modified retrospective approach. dismantling and restoration, option to extend the lease
or not to terminate the lease.
The lease liability is measured at the present value of the
lease payments that are not paid at that date. For calculation • Checked the lease amortization schedule and
of the lease liability, the management applies its judgment in depreciation schedule for each of the leases.
determination of lease term, where certainty of exercising
the option to extend or the option not to terminate the lease • Checked the appropriateness of management’s
is considered. assumptions, especially in determining the certainty of
exercising option to extend or terminate lease and the
The incremental borrowing rate is used as discounting rate discounting rate applied to calculate lease liability.
in calculation of lease liability.
ANNUAL REPORT 2019 155
Key Audit Matters How our audit addressed the Key Audit Matters
Revenue recognition
Refer note no 3.15.2 and 25
The Company provides various benefits to its dealers, Our audit procedures involved following activities:
including discount, commissions, incentives and bonus.
• Reading the contracts with the dealers and other circulars
Considering the variability of the said benefits, effective and announcements for terms and conditions related
from the current year, the management presented them to discount, commissions, incentives and bonus;
as deduction from revenue in contrast to previous years’
presentation as marketing and selling expense. Prior year’s • Recalculating the amount of discount, commissions,
comparative figures are also restated in this regard. incentives and bonus;
The management applies its judgment in determining • Checking the past trend of allowing discount,
whether there is valid expectation among the dealers arising commissions, incentives and bonus.
from the Company’s customary business practices for any
further benefits in excess of the figures provisioned for.
Key Audit Matters How our audit addressed the Key Audit Matters
Review of tax and regulatory matters
Refer note no 24 and 42 to the financial statements
Company has several pending corporate tax assessments and We obtained an understanding, evaluated the design
legal proceedings with the government revenue authorities and tested the operational effectiveness of the
related to claims for tax, VAT and customs duty. The pending Company’s key controls over the legal provision
cases expose the Company to significant litigation and similar
risks arising from disputes and regulatory proceedings. Such
and contingencies recognition process. To get more
matters are subject to many uncertainties and the outcome insights we performed following procedures:
may not be appropriate to predict. • enquired into those charged with governance to obtain
their view on the status of all significant litigation and
regulatory matters;
These uncertainties inherently affect the amount and timing • enquired the Company’s internal legal counsel for
of potential outflows with respect to the tax provisions and all significant litigation and regulatory matters and
contingent liabilities. studied internal notes and reports. We also enquired
formal confirmations from external counsel on these
matters;
As a listed entity, the Company also has to maintain • assessed the methodologies on which the provision
compliance with the requirements of the Bangladesh amounts are based, recalculated the provisions,
Securities and Exchange Commission. and tested the completeness and accuracy of the
underlying information;
• assessed the Company’s provisions and contingent
liabilities disclosure.
We have reviewed the controls related to Corporate
Governance compliance and reporting compliance as
per Bangladesh Securities and Exchange Commission
guidelines.
Auditor’s Responsibilities for the Audit of the • Obtain sufficient and appropriate audit evidence regarding
Financial Statements the financial information of the entities or business
activities within the Company to express an opinion
Our objectives are to obtain reasonable assurance about on the financial statements. We are responsible for the
whether the financial statements as a whole are free from direction, supervision and performance of the audit. We
material misstatement, whether due to fraud or error, and to remain solely responsible for our audit opinion.
issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee We also provide those charged with governance with a statement
that an audit conducted in accordance with ISAs will always that we have complied with relevant ethical requirements
detect a material misstatement when it exists. Misstatements regarding independence, and to communicate with them all
can arise from fraud or error and are considered material if, relationships and other matters that may reasonably be thought
individually or in the aggregate, they could reasonably be to bear on our independence, and where applicable, related
expected to influence the economic decisions of users taken safeguards.
on the basis of these financial statements. From the matters communicated with those charged with
As part of an audit in accordance with ISAs, we exercise governance, we determine those matters that were of most
professional judgement and maintain professional skepticism significance in the audit of the financial statements of the
throughout the audit. We also: current period and are therefore the Key Audit Matters as
reported in the respective section of the report above. We
• Identify and assess the risks of material misstatement of describe these matters in our auditors’ report unless law or
the financial statements, whether due to fraud or error, regulation precludes public disclosure about the matter or
design and perform audit procedures responsive to those when, in extremely rare circumstances, we determine that a
risks, and obtain audit evidence that is sufficient and matter should not be communicated in our report because
appropriate to provide a basis for our opinion. The risk the adverse consequences of doing so would reasonably be
of not detecting a material misstatement resulting from expected to outweigh the public interest benefits of such
fraud is higher than for one resulting from error, as fraud communication.
may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Report on other Legal and Regulatory
• Obtain an understanding of internal control relevant to Requirements
the audit in order to design audit procedures that are
appropriate in the circumstances. In accordance with the Companies Act 1994 and the
Securities and Exchange Rules 1987, we also report the
• Evaluate the appropriateness of accounting policies used
following:
and the reasonableness of accounting estimates and
related disclosures made by management. a) we have obtained all the information and
• Conclude on the appropriateness of management’s use of explanations which to the best of our knowledge
the going concern basis of accounting and, based on the and belief were necessary for the purposes of our
audit evidence obtained, whether a material uncertainty audit and made due verification thereof;
exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue b) in our opinion, proper books of account as
as a going concern. If we conclude that a material required by law have been kept by the Company
uncertainty exists, we are required to draw attention in our so far as it appeared from our examination of
auditor’s report to the related disclosures in the financial these books;
statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the c) the statement of financial position and statement
audit evidence obtained up to the date of our auditor’s of profit or loss and other comprehensive income
report. However, future events or conditions may cause dealt with by the report are in agreement with the
the Company to cease to continue as a going concern. books of account and returns; and
• Evaluate the overall presentation, structure and content d) the expenditure incurred was for the purposes of
of the financial statements, including the disclosures, the Company’s business.
and whether the financial statements represent the
underlying transactions and events in a manner that
achieves fair presentation.
ACNABIN
Dated, 04 February 2020 Chartered Accountants
158 RAK CERAMICS (BANGLADESH) LIMITED
2019 2018
Note Taka Taka
Assets
Property, plant and equipment 4 2,857,158,157 3,043,473,716
Investment property 5 681,433,368 691,149,776
Right of use assets 6 44,970,798 -
Intangible assets 7 6,495,047 11,916,384
Capital work in progress 8 177,641,997 127,781,532
Investment in subsidiaries 9 360,379,950 360,379,950
Total non-current assets 4,128,079,317 4,234,701,358
ACNABIN
Dated, 04 February 2020
Chartered Accountants
ANNUAL REPORT 2019 159
2019 2018
Note Taka Taka
Sales 25 6,408,004,827 6,269,197,882
Cost of sales 26 (4,608,074,082) (4,419,431,962)
Gross profit 1,799,930,745 1,849,765,920
Other income 27 144,138,331 157,626,209
Administrative expenses 28 (377,202,064) (353,809,055)
Impairment loss on trade receivable 28.1 (5,624,637) (3,162,362)
Marketing and selling expenses 29 (452,510,987) (408,205,302)
(691,199,357) (607,550,510)
Profit from operating activities 1,108,731,388 1,242,215,410
ACNABIN
Dated, 04 February 2020 Chartered Accountants
160 RAK CERAMICS (BANGLADESH) LIMITED
2019 2018
Taka Taka
1. Reporting entity
RAK Ceramics (Bangladesh) Ltd (the Company), formerly RAK Ceramics (Bangladesh) Pvt. Limited, a UAE-Bangladesh joint
venture company, was incorporated in Bangladesh on 26 November 1998 as a private company limited by shares under
the Companies Act 1994. The Company was later converted from a private limited into a public limited on 10 June 2008
after observance of required formalities as per laws. The name of the Company was thereafter changed to RAK Ceramics
(Bangladesh) Ltd. as per certificate issued by the Registrar of Joint Stock Companies dated 11 February 2009. The address of
the Company’s registered office is RAK Tower, Plot # 1/A, Jasimuddin Avenue, Sector # 3, Uttara, Dhaka 1230. The company
got listed with Dhaka Stock Exchange (DSE) and Chittagong Stock Exchange (CSE) on 13 June 2010.
1.1 Nature of business
The Company is engaged in manufacturing and marketing of ceramics tiles, wash room sets and all types of sanitary
ware. It has started its commercial production on 12 November 2000. The commercial production of its new sanitary
ware plant, expansion unit of ceramics facilities, tiles and sanitary plant was started on 10 January 2004, 1 July 2004, 1
September 2007, 1 April 2015 and 17th May 2016 respectively.
2. Basis of preparation
2.1 Statement of compliance
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), the
Companies Act 1994 and the Securities and Exchange Rules 1987.
The title and format of these financial statements follow the requirements of IFRS which are to some extent different from
the requirement of the Companies Act 1994. However, such differences are not material and in the view of management
IFRS titles and format give better presentation to the shareholders.
Authorisation for issue
These financial statements have been authorised for issue by the Board of Directors of the Company on 04 February 2020.
2.2 Basis of measurement
These financial statements have been prepared on historical cost basis except for inventories which are measured at
lower of cost and net realisable value.
2.3 Functional and presentational currency
These financial statements are presented in Bangladesh Taka (Taka/Tk/BDT), which is the functional currency and
presentation currency of the Company. The figures of financial statements have been rounded off to the nearest Taka.
2.4 Use of estimates and judgements
The preparation of these financial statements in conformity with IFRS requires management to make judgements, 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 an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimates are revised and in any future periods affected.
In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting
policies that have the most significant effect on the amount recognised in the financial statements are stated in the
following notes:
Note 4 Property, plant & equipment
Note 5 Investment Property
Note 6 Right of use assets
Note 18 Deferred tax liability
Note 19 Employees benefit payable
Note 21 Lease liability
Note 24 Provision for income tax
Note 28.1 Impairment of loss of trade receivable.
ANNUAL REPORT 2019 163
Building 5
Plant and machinery 10
Mobile plant 10
Electrical installation 10
Gas pipeline 10
Furniture, fixture and equipment 10
Office equipment 10-20
Communication equipment 10-20
Tools and appliances 10
Vehicles 10
An investment property is derecognized upon disposal or when the investment property is permanently withdrawn from
use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the
property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included
in statement of profit or loss and other comprehensive income the period in which the property is derecognised.
3.4 Depreciation on investment property
Depreciation charged on the basis of straight line method. Depreciation continues to be charged on each item of
investment property until written value of such fixed asset is reduced to Taka one. Depreciation on addition to fixed assets
is charged when it is available for use and charging of depreciation on investment property ceases at the earliest of the
date the assets is classified held for sale in accordance with IFRS 5 and the date that assets is derecognised.
Rates of depreciation on various classes of investment property are as under:
Building 5
b) Borrowings
Interest-bearing borrowings include short term bank loan. Interest-bearing borrowings are recognised initially at fair value
less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised
cost using the effective interest method.
3.9 Inventories
Inventories on hand are valued at the lower of cost and net realisable value. For raw materials and consumable spare parts
cost is determined on a weighted average cost basis. Work-in-process is stated at cost to complete of respective product.
Cost comprises cost of raw materials, wages and other overheads up to the stage of completion. Finished products are
stated at lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of
business less the estimated costs necessary to make the sale. Raw materials in transit are valued at cost.
3.10 Impairment
Non-derivative financial assets
Non derivative financial assets are assessed at each reporting date to determine the loss allowance for lifetime expected
credit losses, if the credit risk on that financial instrument has increased significantly since initial recognition. When there
is no significant increase in credit risk on the financial instrument since initial recognition, the expected credit losses for
next 12 months is measured as loss allowance on that financial instrument.
Non-financial assets
The carrying amount of the non-financial assets are reviewed at each reporting date to determine whether there is any
indication of impairment. If any such indication exists then the assets' recoverable amounts are estimated. For intangible
assets that have indefinite lives, recoverable amount is estimated at each reporting date. An impairment loss is recognised
if the carrying amount of an asset exceeds its estimated recoverable amount.
• 12-months ECLs: these are ECLs which result from possible default events within the 12 months after the reporting date;
and
• Lifetime ECLs: these are ECLs which result from all possible default events over the expected life of a financial
instrument.
Lifetime ECL measurement applies if the credit risk of a financial asset at the reporting date has increased significantly
since initial recognition and 12-month ECL measurement applies if it has not. An entity may determine that a financial
asset’s credit risk has not increased significantly if the asset has low credit risk at the reporting date. However, lifetime
ECL measurement always applies for trade receivables and contract assets without a significant financing component;
the company has a choice to also apply this policy for trade receivables and contract assets with a significant financing
component.
The estimated ECL will be calculated based on actual credit loss experience. The company will perform the calculation of
ECL rates separately for different types of customers including related parties.
Actual credit losses will be adjusted to reflect differences between economic conditions during the period over which the
historical data will be collected, prevalent conditions and the company’s view of economic conditions over the expected
lives of the receivables and related party balances.
ii. Hedging
IFRS 9 incorporates new hedge accounting rules which intend to align hedge accounting with a company’s risk
management objectives and strategy and to apply a more qualitative and forward looking approach to assessing hedge
effectiveness. In accordance with IFRS 9, the company has an accounting policy choice to defer the adoption of IFRS 9
hedge accounting and to continue with IAS 39 hedge accounting.
The company will avail of the exemption allowing it not to restate comparative information for prior periods with respect
to classification and measurement (including impairment) changes. Impact of IFRS 9 shown in note no 37.1 (b).
3.15.2 IFRS 15 Revenue from Contracts with Customers
IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognized.
It replaces existing revenue recognition guidance, including IAS 18 Revenue, IAS 11 Construction Contracts and IFRIC 13
Customer Loyalty Programmes. IFRS 15 is effective for annual reporting periods beginning on or after 1 January 2018,
with early adoption permitted.
i. Sales of goods
Under IFRS 15, revenue will be recognised when a customer obtains control of the goods.
Revenue will be recognised for the contracts to the extent that it is probable that a significant reversal in the amount of
cumulative revenue recognised will not occur. As a consequence, for those contracts for which the company is unable to
make a reasonable estimate of return, revenue is expected to be recognised sooner than when the return period lapses
or a reasonable estimate can be made.
Based on the company’s assessment, the timing of revenue recognition from sale of goods are broadly similar. Therefore, the
company does not expect the application of IFRS 15 to result in significant differences in the timing of revenue recognition for
these sales.
ii. Rendering of services
Under IFRS 15, the total consideration in the service contracts will be allocated to all services based on their stand-alone
selling prices. The stand-alone selling prices will be determined based on the list prices at which the company sells the
services in separate transactions.
Based on the company’s assessment, the fair value and the stand-alone selling prices of the services are broadly similar.
Therefore, the company does not expect the application of IFRS 15 to result in significant differences in the timing of
revenue recognition for these services.
iii. Construction contracts
Contract revenue currently includes the initial amount agreed in the contract plus any variations in contract work, claims
and incentive payments, to the extent that it is probable that they will result in revenue and can be measured reliably.
When a claim or variation is recognised, the measure of contract progress or contract price is revised and the cumulative
contract position is reassessed at each reporting date.
168 RAK CERAMICS (BANGLADESH) LIMITED
A contingent asset must not be recognised. Only when the realisation of the related economic benefits is virtually certain
should recognition take place provided that it can be measured reliably because, at that point, the asset is no longer
contingent.
3.21 Statement of cash flows
Statement of cash flows is prepared under direct method in accordance with International Accounting Standard (IAS)-7
"Statement of cash flows" as required by the Securities and Exchange Rules 1987.
3.22 Duty drawback
Duty drawback paid on imported material for export sale is adjusted against VAT payable on domestic sale.
3.23 New standards adopted
The following new standards are effective for annual periods begining from 1 January 2018/2019 and have been applied
in preparing these financial statements.
IFRS 9 Financial Instruments
IFRS 15 Revenue from contracts with customers
IFRS 16 Leases
3.24 Events after the reporting period
Events after the reporting period that provide additional information about the Company's position at the reporting date
are reflected in the financial statements. Material events after the reporting period that are not adjusting events are
disclosed by way of note.
3.25 Comparatives and reclassification
Comparative information have been disclosed in respect of 2018 for all numerical information in the financial statements
and also the narrative and descriptive information when it is relevant for understanding of the current year's financial
statements.
To facilitate comparison, certain relevant balances pertaining to the previous year have been rearranged/reclassified
whenever considered necessary to confirm to current year's presentation.
NOTES TO THE FINANCIAL STATEMENTS
as at and for the year ended 31 December 2019
COST DEPRECIATION
Net book
Addition Sale/disposal Charged Adjustment
Particulars Balance as at Balance as at Balance as at Balance as at value as at
during the during the Rate during the during the
01 Jan 2019 31 Dec 2019 01 Jan 2019 31 Dec 2019 31 Dec 2019
year year year year
Office building 204,836,622 8,784,691 (12,757,294) 200,864,019 5% 111,325,400 10,936,085 (2,553,122) 119,708,363 81,155,655
Plant and machinery 5,119,372,534 157,640,006 - 5,277,012,539 10% 3,318,680,685 291,937,956 - 3,610,618,640 1,666,393,899
Mobile plant 101,976,217 6,728,522 - 108,704,737 10% 65,530,875 4,587,861 - 70,118,736 38,586,002
Furniture and fixtures 37,908,982 3,734,359 - 41,643,341 10% 25,843,131 2,257,187 - 28,100,318 13,543,023
Office equipment 110,886,803 5,225,073 - 116,111,876 10-20% 72,296,842 18,599,775 - 90,896,617 25,215,258
Communication equipment 14,644,071 3,336,425 - 17,980,495 10-20% 8,475,172 2,040,145 - 10,515,318 7,465,178
Tools and appliances 18,982,348 64,050 - 19,046,398 10% 10,178,508 1,713,444 - 11,891,952 7,154,446
Vehicles 85,072,098 1,594,836 (294,728) 86,372,205 10% 47,124,560 6,977,782 (175,856) 53,926,486 32,445,719
171
NOTES TO THE FINANCIAL STATEMENTS
172
as at and for the year ended 31 December 2019
COST DEPRECIATION
Net book
Addition Sale/disposal Charged Adjustment
Particulars Balance as at Balance as at Balance as at Balance as at value as at
during the during the Rate during the during the
01 Jan 2018 31 Dec 2018 01 Jan 2018 31 Dec 2018 31 Dec 2018
year year year year
Plant and machinery 4,999,991,608 119,380,926 - 5,119,372,534 10% 3,029,026,856 289,653,829 - 3,318,680,685 1,800,691,849
Mobile plant 88,837,460 13,138,757 - 101,976,217 10% 60,786,086 4,744,789 - 65,530,875 36,445,342
Electrical installation 215,642,011 1,165,500 - 216,807,511 10% 159,040,149 9,411,289 - 168,451,438 48,356,073
Furniture and fixtures 33,926,399 3,982,583 - 37,908,982 10% 24,119,611 1,723,520 - 25,843,131 12,065,851
Office equipment 107,869,251 3,017,552 - 110,886,803 10-20% 53,594,518 18,702,324 - 72,296,842 38,589,961
Communication
12,106,618 2,537,453 - 14,644,071 10-20% 6,741,103 1,734,069 - 8,475,172 6,168,899
equipment
Tools and appliances 17,538,598 1,443,750 - 18,982,348 10% 8,230,970 1,947,538 - 10,178,508 8,803,840
Vehicles 78,662,646 6,617,452 (208,000) 85,072,098 10% 40,339,425 6,936,303 (151,168) 47,124,560 37,947,538
Total 7,048,490,474 221,034,528 (208,000) 7,269,317,002 3,828,722,714 397,271,740 (151,168) 4,225,843,286 3,043,473,716
NOTES TO THE FINANCIAL STATEMENTS
as at and for the year ended 31 December 2019
5 Investment property
2019 Amount in Taka
COST DEPRECIATION
2019
Net book
Particulars Addition Sale/disposal Charged Adjustment value as at
Balance as at Balance as at Balance as at Balance as at
during the during the Rate during the during the 31 Dec 2019
01 Jan 2019 31 Dec 2019 01 Jan 2019 31 Dec 2019
year year year year
Land1 500,571,750 - - 500,571,750 - - - - 500,571,750
Office building 2
210,636,382 815,692 - 211,452,074 5% 20,058,356 10,532,101 - 30,590,456 180,861,618
Total 711,208,132 815,692 - 712,023,824 20,058,356 10,532,101 - 30,590,456 681,433,368
COST DEPRECIATION
Net book
Particulars Addition Sale/disposal Charged Adjustment value as at
Balance as at Balance as at Balance as at Balance as at
during the during the Rate during the during the 31 Dec 201
01 Jan 2018 31 Dec 2018 01 Jan 2018 31 Dec 2018
year year year year
1 The land 10 khata is situated besides the RAK Tower was acquired in March 2012. The same was classified as Property, plant & equipment till 31st
173
remained unchanged, the company has adopted the transaction value as the fair value of the property.
174 RAK CERAMICS (BANGLADESH) LIMITED
2019 2018
Taka Taka
2019
2018
2019
Amounts in Taka
COST DEPRECIATION
Net book
Particulars Addition Sale/disposal Charged Adjustment value as at
Balance as at Balance as at Balance as at Balance as at
during the during the during the during the 31 Dec 2019
01 Jan 2019 31 Dec 2019 31 Dec 2019 31 Dec 2019
year year year year
Allocation of Depreciation
175
176 RAK CERAMICS (BANGLADESH) LIMITED
2019 2018
Taka Taka
7 Intangible assets
Balance as at 1 January 11,916,384 5,429,027
Add: Addition during the year 771,526 11,950,323
12,687,910 17,379,350
Less: Amortized during the year (Note-28) 6,192,863 5,462,966
Less: Adjustment during the year - -
Balance as at 31 December 6,495,047 11,916,384
The above amount represents cost of various licenses as well software which are being amortised over 2-3 years from
the date of their expenses.
8 Capital Work-in-Progress
Balance as at 1 January 127,781,532 41,415,719
Add: Addition during the year 261,225,698 259,518,324
389,007,230 300,934,043
Less: Transfer to property, plant & equipment and investment property
during the year (Note-8.1) 211,365,233 173,152,511
Balance as at 31 December 177,641,997 127,781,532
8.1 Items transferred from capital work in progress to property, plant & equipment and investment property
Factory building 38,326,033 52,019,988
Plant and machinery 139,907,809 112,846,905
Mobile Plant - 7,826,143
Communication equipment - 345,362
Others 33,131,391 114,113
211,365,233 173,152,511
9 Investment in subsidiaries (Note-9.1)
RAK Power Pvt. Ltd 341,629,950 341,629,950
RAK Security & Services Pvt. Ltd 18,750,000 18,750,000
360,379,950 360,379,950
9.1 Details of investments in subsidiaries
Investment/ Investment/
Name of subsidiaries Nature of business % of holding
Taka Taka
RAK Power Pvt. Ltd Electricity generation 99.99 341,629,950 341,629,950
RAK Security & Services Pvt. Ltd Security services provider 99.00 18,750,000 18,750,000
10 Inventories
Raw materials 818,594,596 839,612,529
Less : Provision for slow moving & obsolete inventories 19,685,939 -
798,908,657 839,612,529
Stores, consumables spares and packing 882,294,468 973,410,748
Less: Write off for stores, consumables and packing - 31,843,008
882,294,468 941,567,740
Finished goods (net of net realizable value adjustment) 719,463,284 872,171,284
Less : Provision for slow moving & obsolete inventories 17,505,541 -
701,957,743 872,171,284
Work-in-process 104,694,796 105,323,515
Goods-in-transit 228,206,140 176,666,638
2,716,061,804 2,935,341,706
11 Trade and other receivables
Trade receivables (Note-11.1) 791,627,927 781,562,088
Receivable against insurance claim 38,287,131 56,976,730
Accrued interest (Note-11.2) 8,029,303 2,838,414
Accrued rental income - 5,925,000
837,944,361 847,302,232
ANNUAL REPORT 2019 177
2019 2018
Taka Taka
236,462,896 294,088,849
12.1 VAT and supplementary duty (SD)
Balance as at 1 January - 43,059,080
Add: Treasury deposit for SD & VAT purpose - 1,393,000,000
Rebate of input VAT - 418,046,905
- 1,854,105,985
Less: SD & VAT on sales - 1,805,059,097
Other payable - 2,705,815
- 1,807,764,912
Balance as at 31 December - 46,341,073
Due to introduction of new SD & VAT Act, SD & VAT now require to deposit within 15 days of next month instead of
advance. Therefore instead of advance it is now shown as payable in note no. 22.1
13 Advance Income Tax
Balance as at 1 January 2,841,236,116 2,575,003,527
Add: Paid during the year 265,344,903 266,232,589
Balance as at 31 December (Note -13.1) 3,106,581,019 2,841,236,116
178 RAK CERAMICS (BANGLADESH) LIMITED
2019 2018
Taka Taka
2019 2018
Taka Taka
Authorised :
600,000,000 ordinary shares of Tk 10 each 6,000,000,000 6,000,000,000
2019 2018
Percentage of shareholdings :
% Taka % Taka
RAK Ceramics PJSC, UAE 68.13 2,915,864,310 68.13 2,650,785,740
SAK Ekramuzzaman 3.95 168,958,240 3.95 153,598,410
HH Sheikh Saud Bin Saqr Al Qassimi 0.00 340 0.00 310
Sheikh Omer Bin Saqr Al Qassimi 0.00 340 0.00 310
Sheikh Ahmad Bin Humaid al Qassimi 0.00 340 0.00 310
Hamad Abdulla Al Muttawa 0.00 160 0.00 150
Dr. Khater Massaad 0.00 160 0.00 150
Abdallah Massaad 0.00 160 0.00 150
Manoj Uttamrao Ahire 0.00 160 0.00 150
General Public 27.92 1,194,862,800 27.92 1,086,238,880
100.00 4,279,687,010 100.00 3,890,624,560
The company was incorporated on 26th of November 1998 with paid up capital of BDT 1,000 and subsequently has
issued ordinary shares including bonus shares in several dates i.e. 30 September 2000, 30 October 2005, 15 June 2009,
28 July 2009, 31 January 2010, 24 May 2010, 20 March 2011, 15 April 2012, 10 April 2013, 02 April 2014, 29 March 2017,
18 April 2018 and 09 April 2019.
Classification of shareholders by range:
180 RAK CERAMICS (BANGLADESH) LIMITED
16 Share premium
On 31 January, 2010, company issued 10,000,000 ordinary shares in favor of institutional shareholder and employees
per share BDT 40 (include BDT 30 as premium). On 24 May, 2010 Company again issued 34,510,000 ordinary shares
through IPO per share BDT 48 (include BDT 38 as premium). Details reconciliation shown below:
2019 2018
No. of shares Share premium (per share)
Taka Taka
10,000,000 30 300,000,000 300,000,000
34,510,000 38 1,311,380,000 1,311,380,000
1,611,380,000 1,611,380,000
Less; Share issue expenses 137,732,021 137,732,021
1,473,647,979 1,473,647,979
17 Reserve and surplus
Balance as on 01 January 1,624,536,295 1,448,741,753
Less: Adjustment for prior year (Leases) (3,131,591) -
Add : Profit during the year 793,650,022 883,180,833
2,415,054,726 2,331,922,586
Less: Dividend declared during the year (778,124,906) (707,386,291)
Balance as at 31 December 1,636,929,820 1,624,536,295
Detail movement for reserve and surplus shown under statement of changes in equity.
18 Deferred tax liabilities
Balance as at 1 January 166,024,078 143,966,583
Deferred tax (income) / expenses (4,152,154) 22,057,495
Balance as at 31 December 161,871,924 166,024,078
ANNUAL REPORT 2019 181
Property, plant and equipment (Excluding land and 2,644,036,865 1,940,069,180 703,967,685
others)
Trade receivable 791,627,927 800,414,926 (8,786,999)
Inventory 2,716,061,804 2,763,754,793 (47,692,989)
Net taxable temporary difference 647,487,697
As at 31 December 2018
Property, plant and equipment (Excluding land and 2,828,293,093 2,161,034,418 667,258,675
others)
Trade receivable 781,562,088 784,724,450 (3,162,362)
Net taxable temporary difference 664,096,313
Balance as at 1 January - - -
Add: Provision made during the year 55,735,470 29,250,807 84,986,277
55,735,470 29,250,807 84,986,277
Less: Payments made to fund during the year 55,735,470 29,250,807 84,986,277
Balance as at 31 December - - -
2018
Provident fund Gratuity fund Total
Taka Taka Taka
Balance as at 1 January - - -
Add: Provision made during the year 56,783,902 29,464,099 86,248,001
56,783,902 29,464,099 86,248,001
Less: Payments made to fund during the year 56,783,902 29,464,099 86,248,001
Balance as at 31 December - - -
182 RAK CERAMICS (BANGLADESH) LIMITED
2019 2018
Taka Taka
20 Borrowings
Non-current:
Term loan -HSBC 89,232,918 362,201,591
Less current portion of long term loan -HSBC (89,232,918) (273,998,242)
- 88,203,349
Current:
Overdraft - DBBL - 35,654,174
Current portion of long term loan - HSBC 89,232,918 273,998,242
89,232,918 309,652,416
Balance as at 31 December 89,232,918 397,855,765
2019 2018
Taka Taka
21 Lease liability
Non-current:
Lease liability 38,473,003 -
Less : Current portion of lease liability 9,098,137 -
29,374,867
Current:
Current portion of lease liability 9,098,137 -
Liability schedule
Balance as on Balance as on
Addition/ Interest Decrease in
Particulars 01 January Payment 31 December
(deletion) expenses lease liability
2019 2019
Display center 46,374,623 (30,048,249) 7,049,344 2,306,778 4,742,566 11,583,808
Accomodation 2,319,576 655,543 1,602,312 185,750 1,416,562 1,558,557
Building
Warehouse - 28,907,529 6,050,262 2,473,372 3,576,890 25,330,639
48,694,199 (485,177) 14,701,918 4,965,900 9,736,019 38,473,003
2019 2018
Taka Taka
Trade payables
Payable to local suppliers 91,474,988 106,553,005
Payable to foreign suppliers 334,034,758 265,572,347
Payable to service provider 102,705,441 132,639,732
Payable to C & F agent and freight forwarder 18,884,970 11,187,712
547,100,157 515,952,796
Other payables
Tax deducted at source 19,471,170 17,370,004
VAT deducted at source 5,547,759 5,481,985
VAT and Supplementary duty payable (Note-22.1) 101,875,164 -
Dividend Payable 41,670,516 39,574,191
Unclaimed share application 20,810,756 20,818,916
Advance from customer against sales 13,451,556 10,172,837
Provisional liabilities - material & services 1,267,333 23,182,446
Payable to employees 1,202,084 658,229
Security deposit payable 1,617,592 1,617,592
206,913,930 118,876,200
754,014,087 634,828,996
184 RAK CERAMICS (BANGLADESH) LIMITED
2019 2018
Taka Taka
2019 2018
Taka Taka
Income year
Year 2019 269,804,714 -
Year 2018 273,027,981 273,027,981
Year 2017 297,112,555 297,112,555
Year 2016 253,189,745 253,189,745
Year 2015 274,419,022 274,419,022
Year 2014 339,893,487 339,893,487
Year 2013 318,166,647 318,166,647
Year 2012 305,056,869 305,056,869
Year 2011 323,149,311 323,149,311
Year 2010 348,965,691 348,965,691
Year 2009 266,823,984 266,823,984
Year 2008 147,117,914 147,117,914
Year 2007 80,163,573 80,163,573
3,496,891,493 3,227,086,779
186 RAK CERAMICS (BANGLADESH) LIMITED
25 Sales
2019 2018
Unit Quantity Amount Quantity Amount
in million Taka in million Taka
Local
Tiles Sft 86.22 6,178,147,485 82.25 5,874,735,827
Decor/Border Pcs 0.37 39,660,138 0.51 54,752,001
Sanitary ware Pcs 1.43 2,636,589,379 1.48 2,741,024,672
8,854,397,002 8,670,512,500
Less: Supplementary Duty 670,842,773 674,107,884
8,183,554,229 7,996,404,616
Less: VAT 1,160,324,403 1,133,657,027
7,023,229,826 6,862,747,589
Export
Tiles Sft 0.33 14,837,726 0.42 20,558,519
Sanitary ware - 0.000135 1,461,038
7,038,067,552 6,884,767,146
Less: Discount 47,695,679 115,868,831
Less: Commission, incentive and 582,367,046 499,700,433
bonus (note - 25.1)
6,408,004,827 6,269,197,882
2019 2018
Taka Taka
26 Cost of sales
Materials consumed:
Opening inventory as on 01 January 839,612,529 655,088,511
Add:Purchase during the year 2,093,277,302 2,548,824,346
Less:Closing inventory as on 31 December 818,594,596 839,612,529
2,114,295,235 2,364,300,328
Factory overhead:
Direct labour (note-26.1) 548,032,235 539,316,207
Direct expenses:
Power and gas 579,941,454 605,993,780
Repairs and indirect materials (note-26.2) 636,845,559 730,309,319
Moulds and punches
Depreciation 362,506,495 359,541,207
Royalty and technical know-how fees 84,744,206 94,261,305
Other production overhead (note-26.3) 40,244,630 94,370,659
Provision for slow moving & obsolete inventories (note 10) 37,191,480 -
Movement in stock 204,272,788 (368,660,843)
4,608,074,082 4,419,431,962
ANNUAL REPORT 2019 187
2019 2018
Taka Taka
27 Other income
2019 2018
Taka Taka
28 Administrative expenses
2019 2018
Taka Taka
2019 2018
Taka Taka
29.2 Salary & wages under staff cost (note no. 26.1, 28.2 & 29.1) includes employee contribution to provident fund for
BDT.18,346,773, BDT. 6,830,379 & BDT. 2,314,906.
30 Finance income
31 Finance expenses
2019 2018
% Taka % Taka
Profit before tax 1,059,302,582 1,178,266,309
Current tax expenses 25.47% 269,804,714 23.17% 273,027,981
Deferred tax expenses -0.39% (4,152,154) 1.87% 22,057,495
Total tax expenses 25.08% 265,652,560 25.04% 295,085,476
Expected income tax using applicable tax rate 25.00% 264,825,645 25.00% 294,566,577
Tax on non-deductible expenses 0.47% 4,979,068 -1.83% (21,538,597)
Effective current tax 25.47% 269,804,714 23.17% 273,027,981
Effective deferred tax -0.39% (4,152,154) 1.87% 22,057,495
25.08% 265,652,560 25.04% 295,085,476
ANNUAL REPORT 2019 191
2019 2018
Taka Taka
Earning
FOB value of exports 14,837,726 22,019,557
14,837,726 22,019,557
Quantitative details of opening stock, purchase/production, consumption/sales and closing stock of raw materials
36
and finished goods
Quantity in million
Description Unit Opening stock Purchase / Production Sale / Consumption Closing stock
Quantity Quantity Quantity Quantity
Raw materials KG
Current year 110.13 246.56 232.21 124.47
Previous year 122.10 240.84 252.81 110.13
Finished goods
Tiles: Sft
Ceramics/granite
Current year 21.82 82.66 86.55 17.93
Previous year 12.26 92.24 82.68 21.82
Decor/border Pcs
Current year 0.14 0.35 0.37 0.12
Previous year 0.16 0.49 0.51 0.14
Sanitaryware:
Sanitary items Pcs
Current year 0.13 1.42 1.42 0.13
Previous year 0.12 1.49 1.48 0.13
192 RAK CERAMICS (BANGLADESH) LIMITED
2018
Installed Capacity (million)
Utilisation during Over/(Under)
Production Unit Annual the year (million) % of Utilisation Utilisation (million)
The management has overall responsibility for the establishment and oversight of the Company's risk management
framework. The Company's risk management policies are established to identify and analyse the risks faced by the
Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management
policies, procedures and systems are reviewed regularly to reflect changes in market conditions and the Company's
activities. The Company has exposure to the following risks from its use of financial instruments.
• Credit risk
• Liquidity risk
• Market risk
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. In monitoring
credit risk, debtors are grouped according to their risk profile, i.e. their legal status, financial condition etc. Accounts
receivable are mainly related to local receivables. The Company's exposure to credit risk on accounts receivables is
mainly influenced by the individual payment characteristics of local customers. The Company has established receivable
department to minimise credit risk involving collection of local receivables.
The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of
financial position.
a) Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk
at the reporting date was:
b) Impact of IFRS 9
The following table and the accompanying notes below explain the original measurement categories under IAS 39 and
the new measurement categories under IFRS 9 for each class of the financial assets as at 31 December 2019.
Amount in Taka
As at 31 Dec As at 31 Dec
2019 2018
Not past due 744,018,786 739,002,736
0-90 days past due 25,698,995 10,052,893
91-180 days past due 14,272,937 15,954,932
181-365 days past due 2,834,611 8,326,591
over 365 days past due 4,802,598 8,224,936
791,627,927 781,562,088
37.2 Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s
approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities
when become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage
to the Company’s reputation.
194 RAK CERAMICS (BANGLADESH) LIMITED
The Company ensures that it has sufficient cash and cash equivalents to meet expected operational expenses, including
financial obligations through preparation of the cash flow forecast, prepared based on timeline of payment of the
financial obligation and accordingly arrange for sufficient liquidity/fund to make the expected payment within due
date. Moreover, the Company seeks to maintain short term lines of credit with scheduled commercial banks to ensure
payment of obligations in the event that there is insufficient cash to make the required payment. The requirement is
determined in advance through cash flows projections and credit lines facilities with banks are negotiated accordingly.
The following are the contractual maturities of financial liabilities of the Company:
As at 31 Dec 2019
Carrying Contractual Within 12 months More than 12
amount cash flows or less months
Taka Taka Taka Taka
Long term borrowing (foreign) 89,232,918 89,232,918 89,232,918 -
Trade and other payables 754,014,087 754,014,087 754,014,087 -
843,247,005 843,247,005 843,247,005 -
As at 31 Dec 2018
Carrying Contractual Within 12 months More than 12
amount cash flows or less months
Taka Taka Taka Taka
Overdrafts 35,654,174 35,654,174 35,654,174 -
Long term borrowing 362,201,591 362,201,591 273,998,242 88,203,349
Trade and other payables 634,828,996 634,828,996 634,828,996 -
1,032,684,761 1,032,684,761 944,481,412 88,203,349
Market risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the
Company’s income or the value of its holding of financial instruments. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters, while optimising the return.
a) Currency risk
The Company is exposed to currency risk on certain revenues and purchase of raw material, spare parts, accessories
and capital item. Majority of the company’s foreign currency purchase are denominated in USD and EURO. All the export
proceeds are receipt in USD, 50% of export proceeds are crediting to export retention quota account and rest of the 50%
are converted to Taka and crediting to company’s current account.
i) Exposure to currency risk
The Company's exposure to foreign currency risk was as follows based on notional amounts (in Taka):
The Company has foreign exchange loss of Tk 6,930,609 during the year ended 31 Dec 2019 (31 Dec 2018: Exchange
loss Tk 990,744).
ii) Foreign exchange rate sensitivity analysis for foreign currency expenditures
A strengthening or weakening of the Taka, as indicated below, against the AED, GBP, USD, EURO at 31 Dec would have
increased/(decreased) profit or loss by the amounts shown below.
Interest rate risk is the risk that arises due to changes in interest rates on borrowings. The Company is not significantly exposed
to fluctuation in interest rates as company has not entered into any type of derivative instrument in order to hedge interest
rate risk as at the reporting date.
196 RAK CERAMICS (BANGLADESH) LIMITED
Profile
At the reporting date, the interest rate profile of the Company’s interest bearing financial instruments was:
Carrying amount
Amount in Taka
As at 31 Dec As at 31 Dec
2019 2018
Fixed rate instruments
Financial assets
Investment in FDR 760,000,000 315,000,000
Cash at banks 664,477,789 444,429,080
Financial liabilities
Overdrafts - 35,654,174
Long term borrowing 89,232,918 362,201,591
Fair value of financial assets and liabilities of the Company together with carrying amount shown in the statement of
financial position are as follows:
Amount in Taka Amount in Taka
As at 31 Dec 2019 As at 31 Dec 2018
Carrying Carrying
Fair value Fair value
amount amount
Financial assets
Held to maturity assets
Investment in FDR 760,000,000 760,000,000 315,000,000 315,000,000
Financial liabilities
Liabilities carried at amortised costs
Overdrafts - - 35,654,174 35,654,174
Long term borrowing (foreign) 89,232,918 89,232,918 362,201,591 362,201,591
Trade and other payables 754,014,087 754,014,087 634,828,996 634,828,996
Accounting classification and fair values as at 31 December 2019 in respect of the separate financial statements does
not vary significantly from the consolidated one.
The interest rates used to discount estimated cash flows, when applicable were as follows:
As at 31 Dec As at 31 Dec
2019 2018
Investment in FDR (local currency/BDT) 3.50%-10.50% 2.80%-8.50%
Bank overdraft (local currency/BDT) 8%-10.50% 8%-10%
Short term bank loan (local currency/BDT) 9.50%-10% 8%-10%
Short term bank loan (foreign currency/USD) Libor+2.75% Libor+(2.75%-2.85%)
Long term bank loan (foreign currency/USD) Libor+3% Libor+3%
38 Related party disclosures under IAS-24
List of related parties with whom transactions have taken place and their relationship as identified and certified by management:
Amount in Taka
Security/ Bad Purchase of
Gurantee debts goods/ Sale of goods/ Outstanding Outstanding Dividend
Name of related party Relationship status Status Period services services receivables payable Remuneration income
197
198 RAK CERAMICS (BANGLADESH) LIMITED
39 Number of employees
The number of employees engaged for the period who received total remuneration of Taka 60,000 and above per
annum at reporting date was as follows.
2019 2018
Number of employees 1,582 1,866
None of receiving below Taka 5,000 per month.
40 Earnings per share (EPS) 2019 2018
Taka Taka
Calculation of earnings per share (EPS) is as under:
Earnings attributable to the ordinary shareholders
Profit for the year 793,650,022 883,180,833
No. of ordinary equity shares 427,968,701 427,968,701
Weighted average no. of equity shares outstanding (Note 40.1) 427,968,701 427,968,701
Earnings per share (EPS) for the year 1.85 2.06
Diluted earnings per share for the year 1.85 2.06
Net assets value per share 17.27 17.96
Net operating cash flow per share 3.45 1.11
40.1 Weighted average number of ordinary shares
The weighted average number of ordinary shares outstanding during the year is the number of ordinary shares outstanding
at the beginning of the year, adjusted by the number of ordinary shares issued during the year multiplied by a time-weighting
factor. The time-weighting factor is the number of days that the shares are outstanding as a proportion of the total number of
days in the year.
2019 2018
Outstanding shares 389,062,456 389,062,456
Effect of issue of bonus shares for the year 2018 38,906,245 38,906,245
427,968,701 427,968,701
40.2 Diluted earning per share
No diluted earnings per share is required to be calculated for the year as there was no scope for dilution during these
years.
40.3 Reason of deviation of earnings per share:
The expenditure increased due to normal increase is salary & wages and also incremental amounts in respect of dealers
performance incentives, inventory provisioning based on ageing analysis.
41 Reason of deviation of net operating cash flow per share:
The company registered improvement in cash inflows from customers as well as better credit term with suppliers in the
year as compared to previous year.
ANNUAL REPORT 2019 199
2019 2018
Taka Taka
42 Contingent liabilities
There are contingent liabilities on account of unresolved disputed corporate tax assessments, VAT claims and customs
duty by the authority aggregating to Tk 888,227,095 (31 Dec 2018: Tk 992,574,842. Considering the merits of the cases, it
has not been deemed necessary to make provisions for all such disputed claims.
There is also contingent liability in respect of outstanding letters of credit of Tk 228,072,306 (31 Dec 2018: Tk 307,987,626)
and letter of guarantee of Tk 77,720,974 (31 Dec 2018: Tk 57,453,148).
The Board of Directors of RAK Ceramics (Bangladesh) Limited, in its meeting held in February 04, 2020,
has unanimously recommended cash dividend @ 15% of the paid up capital of the company for the year
ended 31 December 2019 equivalent to BDT. 641,953,052 to be distributed as cash dividends among share
holders, which is more then 30% of the current year profit. The dividends is subject to final approval by the
shareholders at the forthcoming 31 March 2020 Annual General Meeting of the Company.
200 RAK CERAMICS (BANGLADESH) LIMITED
Dear Shareholders,
The Board of Directors of RAK Power Pvt. Ltd are pleased to present to you
15th Annual Report on the business and operations of your Company along
with the audited Financial Statements of Account for the year ended 31st
December 2019 for your consideration, approval and adoption.
40% of paid-up capital for the year 2018. on record their sincere appreciation to Government
authorities, shareholders, investors, bankers and
employees for their continuous commitment,
Auditors
cooperation, confidence and support in enabling the
ACNABIN, Chartered Accountants (an independent Company to attain its objectives.
member of BAKER TILLY INTERNATIONAL), shall retire
For and on behalf of the Board of Directors,
at the 15th Annual General Meeting and, being eligible,
offer themselves for re-appointment. The Board has
also recommended their re-appointment for the year
2020. Remuneration of the Auditor will be fixed by the
shareholders at the 15th Annual General Meeting.
Auditor’s Responsibilities for the Audit statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
of the Financial Statements on the audit evidence obtained up to the date of
Our objectives are to obtain reasonable assurance our auditor’s report. However, future events or
about whether the financial statements as a whole conditions may cause the Company to cease to
are free from material misstatement, whether due continue as a going concern.
to fraud or error and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high
• Evaluate the overall presentation, structure, and
content of the financial statements, including the
level of assurance but is not a guarantee that an audit
disclosures, and whether the financial statements
conducted in accordance with ISAs will always detect a
represent the underlying transactions and events
material misstatement when it exists. Misstatements can
in a manner that achieves fair presentation.
arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably • Obtain sufficient and appropriate audit evidence
be expected to influence the economic decisions of regarding the financial information of the entities
users taken on the basis of these financial statements. or business activities within the company to
express an opinion on the financial statements.
As part of an audit in accordance with ISAs, we exercise
We are responsible for the direction, supervision,
professional judgment and maintain professional
and performance of the audit. We remain solely
skepticism throughout the audit. We also:
responsible for our audit opinion.
• Identify and assess the risks of material
We also provide those charged with governance with
misstatement of the financial statements, whether
a statement that we have complied with relevant
due to fraud or error, design and perform audit
ethical requirements regarding independence, and to
procedures responsive to those risks, and obtain
communicate with them all relationships and other
audit evidence that is sufficient and appropriate
matters that may reasonably be thought to bear on
to provide a basis for our opinion. The risk of not
our independence, and where applicable, related
detecting a material misstatement resulting from
safeguards.
fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of Report on other Legal and Regulatory
internal control.
Requirements
• Obtain an understanding of internal control relevant
In accordance with the Companies Act 1994, we also
to the audit in order to design audit procedures
report the following:
that are appropriate in the circumstances.
a) we have obtained all the information and
• Evaluate the appropriateness of accounting
explanations which to the best of our knowledge
policies used and the reasonableness of
and belief were necessary for the purposes of our
accounting estimates and related disclosures
audit and made due verification thereof;
made by management.
b) in our opinion, proper books of account as
• Conclude on the appropriateness of management’s
required by law have been kept by the Company
use of the going concern basis of accounting and,
so far as it appeared from our examination of
based on the audit evidence obtained, whether
these books;
a material uncertainty exists related to events or
conditions that may cast significant doubt on the c) the statement of financial position and statement
Company’s ability to continue as a going concern. of profit or loss and other comprehensive income
If we conclude that a material uncertainty exists, dealt with by the report are in agreement with the
we are required to draw attention in our auditor’s books of account and returns.
report to the related disclosures in the financial
ACNABIN
04 February 2020 Chartered Accountants
ANNUAL REPORT 2019 205
Equity
Share capital 12 205,000,000 205,000,000
Retained earnings 13 77,052,355 111,216,108
Total equity 282,052,355 316,216,108
Liabilities
ACNABIN
Dated, 04 February 2020 Chartered Accountants
206 RAK CERAMICS (BANGLADESH) LIMITED
ACNABIN
Dated, 04 February 2020 Chartered Accountants
ANNUAL REPORT 2019 207
Share Retained
Total
capital earnings
Taka Taka Taka
1. Reporting entity
“RAK Power Pvt. Ltd. has been incorporated in Bangladesh under the Companies Act 1994 on 30 June 2005 as a private
company limited by shares with an authorized capital of BDT 1,000,000,000 divided into 10,000,000 ordinary shares of
BDT 100 each. The paid up capital stands at BDT 205,000,000 as on 31 December 2019. The company has gone into
commercial operation from 01 May 2009.
The registered office of the company is at RAK Tower (8th floor), Jashimuddin Avenue, Plot # 1/A, Sector # 3, Uttara Model
Town, Dhaka-1230. The Power Plant is located at Vill : Dhanua, P.S: Sreepur,Dist : Gazipur.”
1.1 Nature of business
The main objects of the company is to set-up power utilities, own and operate power-generating plants, transmission
system and distribution system and to sell the generated electric power to any legal entity or any designated franchise
area within Bangladesh, and generate electricity based on different available types of fuels such as gaseous, liquid and
solid fuels, hydro potential and any other natural resources such as solar, wind, tidal and waste materials.
2. Basis of preparation
2.1 Statement of compliance
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), the
Companies Act 1994 and the Securities and Exchange Rules 1987.
The title and format of these financial statements follow the requirements of IFRS which are to some extent different from
the requirement of the Companies Act 1994. However, such differences are not material and in the view of management
IFRS titles and format give better presentation to the shareholders.
Authorisation for issue
These financial statements have been authorised for issue by the Board of Directors of the Company on 04 February 2020.
2.2 Basis of measurement
These financial statements have been prepared on historical cost basis except for inventories which are measured at lower
of cost and net realisable value.
2.3 Functional and presentational currency
These financial statements are presented in Bangladesh Taka (Taka/Tk/BDT), which is the functional currency and
presentation currency of the Company. The figures of financial statements have been rounded off to the nearest Taka.
2.4 Use of estimates and judgements
The preparation of these financial statements in conformity with IFRS requires management to make judgements, 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 an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimates are revised and in any future periods affected.
In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting
policies that have the most significant effect on the amount recognised in the financial statements are stated in the
following notes:
Trade & other receivables are recognised initially at fair value. Subsequent to initial recognition, trade & other receivables
are measured at amortised cost using the effective interest method, less any bad debts provision.
c) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, cash at bank including short notice deposits and fixed deposits having
maturity of three months or less which are available for use by the Company without any restriction. Bank overdraft that
are repayable on demand and form an integral part of the Company’s cash management are included as a component of
cash and cash equivalents for the purpose only of the statement of cash flows.
3.3.1 Financial liabilities
The Company recognises a financial liability in its statement of financial position when the entity becomes a party to the
contractual provisions of the instrument. The Company derecognises a financial liability when its contractual obligations
are discharged, cancelled or expired. Non-derivative financial liabilities comprise trade & other payables, and interest
bearing borrowings.
a) Trade & other payables
Trade & other payables are recognised initially at fair value. Subsequent to initial recognition, trade payables are stated at
amortised cost using the effective interest method.
3.4 Inventories
Inventories on hand are valued at the lower of cost and net realisable value. For raw materials and consumable spare parts
cost is determined on a weighted average cost basis. Work-in-process is stated at cost to complete of respective product.
Cost comprises cost of raw materials, wages and other overheads up to the stage of completion. Finished products are
stated at lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of
business less the estimated costs necessary to make the sale. Raw materials in transit are valued at cost.
3.5 Employee benefit schemes
The Company maintains both defined contribution plan and defined benefit plan for its eligible permanent employees.
The eligibility is determined according to the terms and conditions set forth in the respective deeds.
Defined contribution plan (provident fund)
Defined contribution plan is a post employment benefit plan under which the Company provides benefits to one or
more employees. The recognised Employees Provident Fund is considered as defined contribution plan as it meets the
recognition criteria specified for this purpose. All permanent employees contribute 10 percent of their basic salary to the
provident fund and the Company also makes equal contribution to the fund. These are administered by the Board of
Trustees. The contributions are invested separately from the company’s assets.
Contribution to defined contribution plan is recognised as an expense when an employee has rendered services to the
Company. The legal and constructive obligation is limited to the amount it agrees to contribute to the fund.
Defined benefit plan (gratuity fund)
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Company’s net
obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future
benefit that employees have earned in return for their service in the current and prior periods.
Permanent employees are entitled to gratuity on the basis of his latest basic salary for a completed year of service or for
service for a period of more than six months, salary of minimum 30 days, or salary of 45 days for a continuous service for
more than ten years, it shall be in addition to any payment of compensation or payment of any wage or allowance in lieu
of notice due to termination of services of a worker on different grounds. The expected cost of this benefit is included in
respective annual statement of profit or loss and other comprehensive income over the period of employment.
Details of employees benefit schemes have been provided in note no. 15.
Workers’ Profit Participation and Welfare Fund
As per Bangladesh Labour Act 2006 as amended in 2018, The Workers Profit Participation Fund is yet to be introduced.
212 RAK CERAMICS (BANGLADESH) LIMITED
Finance expense comprises interest expense only on overdraft. All finance expenses are recognised in the statement of
profit or loss and other comprehensive income.
3.7 Taxation
Income tax expenses represents current tax and deferred tax. Income tax expense is recognised in the statement of profit
or loss and other comprehensive income except to the extent that it relates to items recognised directly in equity, in which
case it is recognised in equity.
Current tax:
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted
at the reporting date, and any adjustment to tax payable in respect of previous year. Provisions for corporate income tax
is made following the rate applicable for a private limited company of the same industry. The tax rate 35% is used for the
reporting period 2019 as per Finance Act 2019. 10% rebate on payable tax is calculated upto the profit of 30 June 2019 as
per SRO 185-Ain/Aikor/2014 dated 01/07/2014.
Deferred tax:
Deferred tax has been recognised in accordance with International Accounting Standard (IAS) 12. Deferred tax is provided
using the liability method for temporary differences between the carrying amount of assets and liabilities for financial
reporting purposes and the amount used for taxation purpose. Deferred tax is determined at the effective income tax rate
prevailing at the reporting date.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences to the extent
that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are
reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will
be realised.
3.8 Foreign currency
Transactions in foreign currencies are translated to Taka at the foreign exchange rates prevailing on the date of transaction.
All monetary assets and liabilities denominated in foreign currencies at reporting date are translated to Taka at the rates
of exchange prevailing on that date. Resulting exchange differences arising on the settlement of monetary items or on
translating monetary items at the end of the reporting period are recognised in the statement of profit or loss and other
comprehensive income as per International Accounting Standard (IAS) 21 "The Effects of Changes in Foreign Exchange
Rates".
Contingent liability is a possible obligation that arises from past events and whose existence will be confirmed only by
the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity.
Contingent liability should not be recognised in the financial statements, but may require disclosure. A provision should
be recognised in the period in which the recognition criteria of provision have been met.
ANNUAL REPORT 2019 213
The company will avail the exemption allowing it not to restate comparative information for prior periods with respect to
classification and measurement (including impairment) changes. Impact of IFRS 9 shown in note no 29.1 (b).
The company analysed its financial assets and decided not to provide for impairment because the company is confident
enough to recover its financial assets.
3.13.2 IFRS 15 Revenue from Contracts with Customers
IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognized.
It replaces existing revenue recognition guidance, including IAS 18 Revenue, IAS 11 Construction Contracts and IFRIC 13
Customer Loyalty Programmes. IFRS 15 is effective for annual reporting periods beginning on or after 1 January 2018, with
early adoption permitted.
i. Sales of goods
Under IFRS 15, revenue will be recognised when a customer obtains control of the goods.
Revenue will be recognised for the contracts to the extent that it is probable that a significant reversal in the amount of
cumulative revenue recognised will not occur. As a consequence, for those contracts for which the company is unable to
make a reasonable estimate of return, revenue is expected to be recognised sooner than when the return period lapses
or a reasonable estimate can be made.
Based on the company’s assessment, the timing of revenue recognition from sale of goods are broadly similar. Therefore,
the company does not expect the application of IFRS 15 to result in significant differences in the timing of revenue
recognition for these sales.
ii. Rendering of services
Under IFRS 15, the total consideration in the service contracts will be allocated to all services based on their stand-alone
selling prices. The stand-alone selling prices will be determined based on the list prices at which the company sells the
services in separate transactions.
Based on the company’s assessment, the fair value and the stand-alone selling prices of the services are broadly similar.
Therefore, the company does not expect the application of IFRS 15 to result in significant differences in the timing of
revenue recognition for these services.
iii. Construction contracts
Contract revenue currently includes the initial amount agreed in the contract plus any variations in contract work, claims
and incentive payments, to the extent that it is probable that they will result in revenue and can be measured reliably.
When a claim or variation is recognised, the measure of contract progress or contract price is revised and the cumulative
contract position is reassessed at each reporting date.
Under IFRS 15, claims and variations will be included in the contract accounting when they are approved.
The company does not expect the application of IFRS 9 and IFRS 15 to have a significant impact on its consolidated
financial statements. The actual impacts of adopting these standards at 1 January 2018 may change because:
these standards will require the company to revise its accounting policies and internal controls and these changes are not
yet complete;
the company is also refining and finalizing its model for expected credit loss calculations; and the new accounting policies,
assumptions, judgement and estimation techniques employed are subject to change until the company finalizes its first
consolidated financial statements that includes the date of initial application.
3.13.3 IFRS 16 Leases
IFRS 16, published in January 2016 replaces the previous guidance in IAS 17 Leases. Under this revised guidance, leases
will be brought onto companies’ balance sheets, increasing the visibility of their assets and liabilities. It further removes the
classification of leases as either operating leases or finance leases treating all leases as finance leases from the perspective
of the lessee, thereby eliminating the requirement for a lease classification test. The revised guidance has an increased
focus on who controls the asset and may change which contracts are leases. IFRS 16 is effective for annual periods
beginning on or after 1 January 2019.
ANNUAL REPORT 2019 215
31-Dec-19
COST DEPRECIATION
Net book
Balance value
Sale/ Balance
Particulars Balance as Addition as at Charged Adjustment Balance as at as at 31
disposal as at
at 01 Jan during 31 Rate during the during the 31 December December
during 01 Jan
2019 the year December year year 2019 2019
the year 2019
2019
Land 11,294,000 - - 11,294,000 0% - - - - 11,294,000
Office equipment 1,195,071 660,150 - 1,855,221 20% 1,039,058 86,338 - 1,125,396 729,825
217
NOTES TO THE FINANCIAL STATEMENTS
218
as at and for the year ended 31 December 2019
COST DEPRECIATION
Net book
Sale/ Balance as value as at
Particulars Balance Addition Balance as at Charged Adjustment Balance as at
disposal at 31 31 Decem-
as at during Rate 01 January during the during the 31 December
during December ber 2018
01 Jan 2018 the year 2018 year year 2018
the year 2018
Factory building 19,195,131 378,000 - 19,573,131 20% 19,195,130 16,939 - 19,212,069 361,062
Furniture and fixtures 2,184,972 - 182,274 2,002,698 10% 1,380,701 218,501 174,633 1,424,569 578,129
Office equipment 1,129,205 65,866 - 1,195,071 20% 940,919 98,139 - 1,039,058 156,013
Total 385,599,206 443,866 182,274 385,860,798 220,095,584 17,871,387 174,633 237,792,338 148,068,460
ANNUAL REPORT 2019 219
2019
Accumulated Receipts Profit /(loss) on
Original cost Book value
Particulars depreciation against Sale disposal
Taka Taka Taka Taka Taka
No Disposal - - - -
Total - - - - -
2018
Accumulated Receipts Profit /(loss) on
Original cost Book value
Particulars depreciation against Sale disposal
Taka Taka Taka Taka Taka
Air Conditioner 182,274 174,633 7,641 11,550 3,909
Total 182,274 174,633 7,641 11,550 3,909
NOTES TO THE FINANCIAL STATEMENTS
220
as at and for the year ended 31 December 2019
31 Dec 2019
COST DEPRECIATION
Net book
Sale/ Balance value as at
Addition Adjust-
Particulars Balance disposal as at Balance as at Charged Balance as at 31
during ment
as at during 31 01 January during the 31 December December
the during
01 Jan 2019 the December 2019 period 2019 2019
period the year
period 2019
Plant and machinery 27,200,020 - - 27,200,020 16,105,275 8,589,480 - 24,694,755 2,505,265
1 Office Building agreement starts from December 1, 2016 and effective for 4 years.
2 Plant and Machinery agreement starts from April 1 2015 and effective for 5 years.
ANNUAL REPORT 2019 221
6 Investment
Investment in associates
Trade receivable
Other receivable
Prepayments:
Security deposit 113,000 113,000
Insurance and others 877,402 441,143
990,402 554,143
28,304,852 27,662,579
Less:VAT on sales - -
- -
Due to introduction of new VAT & SD Act 2012 and VAT & SD rules 2016 now require to deposit related VAT and SD payable
within 15 days of next month instead of advance. Therefore instead advance it is now showing as payable in note no. 17.1
222 RAK CERAMICS (BANGLADESH) LIMITED
Income year
12 Share Capital
Authorised
10,000,000 ordinary shares of Tk 100 each 1,000,000,000 1,000,000,000
Percentage of shareholding:
2019 2018
% Taka % Taka
Detail movement for reserve and surplus shown under statement of changes in equity.
Taxable/
Carrying amount on
(deductible)
the date of statement of Tax base
temporary
financial position
difference
Taka Taka Taka
As at 31 December 2019
Property, plant and equipment (Excluding land and others) 125,018,668 38,804,671 86,213,997
Net taxable temporary difference 86,213,997
As at 31 December 2018
Property, plant and equipment (Excluding land and
136,782,099 45,170,411 91,611,688
others)
Net taxable temporary difference 91,611,688
31 Dec 2019
31 Dec 2018
Provident Fund Gratuity Fund Total
Taka Taka Taka
Balance as at 1 January - - -
Add: Provision made during the year 1,053,720 657,801 1,711,521
1,053,720 657,801 1,711,521
Less: Payments made to fund during the year 1,053,720 657,801 1,711,521
Balance as at 31 December - - -
16 Lease Liability
Current
Current portion of Lease liability 3,575,688 -
ANNUAL REPORT 2019 225
Liability Schedule
Closing
Balance as "Decrease
Interest Balance as
Particular on 1 January Addition Payment in lease
expenses on 31 Dec
2019 liability"
2019
Plant and Machinery 13,861,660 - 10,956,522 290,514 10,666,008 3,195,652
Office Building 756,908 - 432,000 55,128 376,872 380,036
14,618,568 - 11,388,522 345,642 11,042,880 3,575,688
Trade payables
Other payables
18 Accrued expenses
Income year
Current year
Year 2019 26,615,589 -
Year 2018 42,125,554 42,125,554
Year 2017 41,210,074 41,210,074
Year 2016 45,393,782 45,393,782
Year 2015 45,242,248 45,242,248
Year 2014 37,992,335 37,992,335
Year 2013 44,169,714 44,169,714
Year 2012 33,236,076 33,236,076
Year 2011 3,535,904 3,535,904
Year 2010 913,421 913,421
Year 2009 5,000 5,000
320,439,697 293,824,108
20 Sales
31-Dec-19 31-Dec-18
Quantity Amount 2019 Amount
in million
in million kwh Taka Taka
kwh
Electricity 51.64 379,906,242 53.68 392,089,748
Less: VAT (@15% from 01 July 2019) 27,504,154 -
352,402,088 392,089,748
31-Dec-19
Installed Capacity Utilisation Over/(Under)
during the year during the Utilisation
Production Unit (million) year (million) % of Utilisation (million)
Electricity kwh 82.02 51.64 63% (30.38)
31-Dec-18
Installed Capacity Utilisation Over/(Under)
during the year during the Utilisation
Production Unit (million) year (million) % of Utilisation (million)
Electricity kwh 59.96 53.68 90% (6.28)
Factory overhead:
22 Other income
23 Administrative expenses
24 Finance income
25 Finance expenses
31-Dec-19
31-Dec-18
Jan 1 to Jun 30 Jul 1 to Dec 31 Total
Sales 169,041,064 183,361,024 352,402,088 392,089,748
Cost of sales (119,740,012) (149,908,134) (269,648,146) (256,812,814)
Gross profit 49,301,052 33,452,890 82,753,942 135,276,934
Other income 50,000 79,340 129,340 189,179
Administrative expenses (4,793,240) (4,398,962) (9,192,202) (9,239,232)
Profit from operating activities 44,557,812 29,133,268 73,691,080 126,226,881
Finance income 1,161,843 1,040,993 2,202,836 2,027,325
Finance expenses (1,221,997) 728,745 (493,252) (2,456,819)
Profit before income tax 44,497,658 30,903,006 75,400,664 125,797,387
Income tax expense 14,882,961 11,732,628 26,615,589 (42,125,554)
Rebate 10% income tax (Vide SRO 185-Ain/Aikor/2014 dated 01/07/2014) is calculated upto 30 June 2019. Effectiveness
of the SRO is over from 1 July 2019, so, tax calculation is separately shown from January 1 to June 30 & from July 1 to
December 31.
230 RAK CERAMICS (BANGLADESH) LIMITED
31-Dec-19 31-Dec-18
% Taka % Taka
Profit before tax 75,400,664 125,797,387
Current tax expenses 35.30% 26,615,589 33.49% 42,125,554
Deferred tax expenses -2.51% (1,889,191) -2.21% (2,783,087)
Total tax expenses 32.79% 24,726,398 31.27% 39,342,467
Expected income tax using applicable tax rate 31.50% 23,751,209 35.00% 44,029,085
Tax on non-deductible expenses 3.80% 2,864,380 -1.51% (1,903,532)
Effective current tax 35.30% 26,615,589 33.49% 42,125,554
Effective deferred tax -2.51% (1,889,191) -2.21% (2,783,087)
32.79% 24,726,398 31.27% 39,342,467
• Credit risk
• Liquidity risk
• Market risk
- -
Cash equivalents - - 58,878,143 62,993,953
b) Impact of IFRS 9
The following table and the accompanying notes below explain the original measurement categories under IAS 39 and
the new measurement categories under IFRS 9 for each class of the financial assets as at 31 December 2019.
Original classi- Original carrying New carrying
New classifica-
Financial assets Note fication under amount under amount under Impairment
tion under IFRS 9
IAS 39 IAS 39 IFRS 9
Trade & other receivable- Loan &
8 Amortized cost 168,005 168,005 -
unrelated receivable
Trade & other receivable- Loan &
8 Amortized cost 71,334,626 71,334,626 -
related receivable
Loan &
Cash & cash equivalent 11 Amortized cost 58,970,986 58,970,986 -
receivable
i Trade and other receivables and due from related parties that were classified as loans and receivables under IAS 39 are now
classified at amortised cost. Impairment over these receivables was recognised in the current period on transition to IFRS 9.
ii Cash and cash equivalents that were classified as loans and receivables under IAS 39 are now classified at amortised cost.
Impairment over these cash & cash equivalent was recognised in the current period on transition to IFRS 9.
c) Ageing of receivables
Amounts in Taka
As at 31 December
2019 2018
Not past due 71,502,631 98,829,655
29.2 Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's
approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities
when become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage
to the Company's reputation.
The Company ensures that it has sufficient cash and cash equivalents to meet expected operational expenses, including
financial obligations through preparation of the cash flow forecast, prepared based on timeline of payment of the financial
obligation and accordingly arrange for sufficient liquidity/fund to make the expected payment within due date. Moreover,
the Company seeks to maintain short term lines of credit with scheduled commercial banks to ensure payment of
obligations in the event that there is insufficient cash to make the required payment. The requirement is determined in
advance through cash flows projections and credit lines facilities with banks are negotiated accordingly.
232 RAK CERAMICS (BANGLADESH) LIMITED
The following are the contractual maturities of financial liabilities of the Company:
As at 31 December 2019
Carrying Contractual Within 12 More than 12
amount cash flows months or less months
Taka Taka Taka Taka
- - -
Trade and other payables 12,291,292 12,291,292 12,291,292 -
12,291,292 12,291,292 12,291,292 -
As at 31 December 2018
Contractual Within 12 More than 12
Carrying amount
cash flows months or less months
Taka Taka Taka Taka
Trade and other payables 11,736,387 11,736,387 11,736,387 -
11,736,387 11,736,387 11,736,387 88,203,349
29.3 Market risk
Market risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the
Company’s income or the value of its holding of financial instruments. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters, while optimising the return.
a) Currency risk
The Company is exposed to currency risk on certain purchase of spare parts. Majority of the company’s foreign currency
purchase are denominated in EURO.
i) Exposure to currency risk
The Company’s exposure to foreign currency risk was as follows based on notional amounts (in Taka):
Exchange rate
As at 31 December
31 Dec 2019 31 Dec 2018
ii) Foreign exchange rate sensitivity analysis for foreign currency expenditures
A strengthening or weakening of the Taka, as indicated below, against the USD and EUR at 31 December 2019 would have
increased/(decreased) profit or loss by the amounts shown below.
At 31 December
EURO (3 percent movement) 76,097 (71,664) 77,787 (73,256)
Interest rate risk is the risk that arises due to changes in interest rates on borrowings. The Company is not significantly
exposed to fluctuation in interest rates as it has neither floating interest rate bearing financial liabilities nor entered into any
type of derivative instrument in order to hedge interest rate risk as at the reporting date.
Profile
At the reporting date, the interest rate profile of the Company's interest bearing financial instruments was:
Carrying amount
Amount in Taka
As at As at
31 December 31 December
2019 2018
As at 31 December
2019 2018
Investment in FDR 1.95%-4.50% 1.95%-4.00%
Short term bank loan (local currency) - 13.50%
Interest on Overdraft 8%-10.25% 8%-10%
NOTES TO THE FINANCIAL STATEMENTS
as at and for the year ended 31 December 2019
List of related parties with whom transactions have taken place and their relationship as identified and certified by management:
Amounts in Taka
235
236 RAK CERAMICS (BANGLADESH) LIMITED
31 Number of employees
The number of employees engaged for the year who received total remuneration of Taka 60,000 and above per annum
at reporting date was as follows.
2019 2018
Person Person
Number of employees 18 19
2019 2018
Taka Taka
Power tariff reduction is the reason for decrease in net operating cash flow per share.
33 Contingent liabilities
There is contingent liability in respect of letter of guarantee of Tk 22,854,794/-
34 Events after the reporting period
34.1
The Board of Directors of RAK Power Pvt. Ltd. in its meeting held on 04 February 2020, has unanimously recommended
cash dividend @20% of the paid up capital of the company for the year ended 31 December 2019 equivalent to BDT
41,000,000 to be distributed as cash dividends among shareholders, which is more then 30% of the current year profit.
These dividends is subject to final approval by the shareholders at the forthcoming 31 March 2020 Annual General
Meeting of the Company.
ANNUAL REPORT 2019 237
Dear shareholders,
The Board of Directors of RAK Security and Services (Pvt.) Ltd is pleased to
present this Directors’ Report, along with the audited financial statements
of the Company for the year ended 31 December 2019, and the Auditors’
Report thereon, for your valued consideration, approval and adoption.
The principal activities of the Company comprises the Particulars 2019 2018
business of security guarding and facilities management
Sales 107.56 159.34
that include cleaning services, termite, pest control
and fumigation services, fire security services and Gross profit 16.36 22.20
setting-up manpower technical training establishments
for developing skilled workers for various fields Net profit after tax (1.22) 2.56
of construction and other public works. We also Earnings Per Share (Absolute BDT) (122.27) 256.25
provide pre-employment background verification
and immigration and visa documentation verification Net Operating Cash Flow Per
1,581.55 (961.92)
services, among others. Share (NOCFPS)
Net Asset Value (NAV) 36.99 43.32
Review of business Net Asset Value per share
3,698.58 4,332.50
(Absolute BDT)
The Company reported revenue of BDT 107.56 mn
in 2019, against BDT 159.34 mn in 2018. The decline
was primarily due to income from labour services
Dividend
moderating by 32.50%, as compared to 2018. The The Board of Directors of the Company is pleased
Company’s net profit after tax stood at BDT (1.22) mn, to recommend cash dividend @ 500% of the paid
against BDT 2.56 mn in 2018. up capital of the Company for the year 2019. While
recommending the dividend, the Board of Directors
Operating results has considered the operational performance, business
results, assets as at that date and working capital
The operating results of the Company for the year requirements for the future. The Company paid cash
ended 2019 are as follows: dividend @ 500% of paid-up capital for the year 2018.
238 RAK CERAMICS (BANGLADESH) LIMITED
with governance and take appropriate actions in disclosures are inadequate, to modify our opinion. Our
accordance with ISAs. conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future
Auditor’s Responsibilities for the Audit events or conditions may cause the Company to cease
to continue as a going concern.
of the Financial Statements
• Evaluate the overall presentation, structure, and content
Our objectives are to obtain reasonable assurance of the financial statements, including the disclosures,
about whether the financial statements as a whole and whether the financial statements represent the
are free from material misstatement, whether due underlying transactions and events in a manner that
to fraud or error and to issue an auditor’s report that achieves fair presentation.
includes our opinion. Reasonable assurance is a high • Obtain sufficient and appropriate audit evidence
level of assurance but is not a guarantee that an audit regarding the financial information of the entities or
conducted in accordance with ISAs will always detect a business activities within the company to express an
material misstatement when it exists. Misstatements can opinion on the financial statements. We are responsible
arise from fraud or error and are considered material if, for the direction, supervision, and performance of
individually or in the aggregate, they could reasonably the audit. We remain solely responsible for our audit
be expected to influence the economic decisions of opinion.
users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise
We also provide those charged with governance with
professional judgment and maintain professional skepticism
throughout the audit. We also:
a statement that we have complied with relevant
ethical requirements regarding independence, and to
• Identify and assess the risks of material misstatement of communicate with them all relationships and other
the financial statements, whether due to fraud or error, matters that may reasonably be thought to bear on
design and perform audit procedures responsive to our independence, and where applicable, related
those risks, and obtain audit evidence that is sufficient
safeguards.
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,
Report on other Legal and Regulatory
as fraud may involve collusion, forgery, intentional Requirements
omissions, misrepresentations, or the override of
internal control. In accordance with the Companies Act 1994, we also
report the following:
• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are a) we have obtained all the information and
appropriate in the circumstances. explanations which to the best of our knowledge
and belief were necessary for the purposes of our
• Evaluate the appropriateness of accounting policies used
audit and made due verification thereof;
and the reasonableness of accounting estimates and
related disclosures made by management. b) in our opinion, proper books of account as
• Conclude on the appropriateness of management’s use required by law have been kept by the Company
of the going concern basis of accounting and, based so far as it appeared from our examination of
on the audit evidence obtained, whether a material these books;
uncertainty exists related to events or conditions
that may cast significant doubt on the Company’s c) the statement of financial position and statement
ability to continue as a going concern. If we conclude of profit or loss and other comprehensive income
that a material uncertainty exists, we are required to dealt with by the report are in agreement with the
draw attention in our auditor’s report to the related books of account and returns.
disclosures in the financial statements or, if such
ACNABIN
Dated, 04 February 2020 Chartered Accountants
242 RAK CERAMICS (BANGLADESH) LIMITED
Equity
Share capital 12 1,000,000 1,000,000
Retained earning 35,985,823 42,325,057
Total equity 36,985,823 43,325,057
Liabilities
Trade & other payables 13 1,073,906 838,011
Lease liability 14 622,836 -
Provision for expenses 15 8,914,129 8,552,045
Provision for income tax 16 16,920,965 16,920,965
Total current liabilities 27,531,836 26,311,021
Total equity and liabilities 64,517,659 69,636,078
Taka Taka
1. Introduction
RAK Security and Services (Pvt) Ltd. is a Private Company Limited by shares incorporated in Bangladesh on 21 December
2006 under the Companies Act XVIII of 1994.The registered office of the company is situated at RAK Tower (8th Floor),
Plot No. 1/A, Jasimuddin Avenue, Sector No. 03, Uttara, Dhaka 1230.
2. Nature of Business
The main objects of the company is to carry on the business of security guarding, cleaning services, termite and pest
control services, fumigation services and setting up manpower technical training establishments for creation of skilled
workers in various fields of construction and public works. Pre-employment back ground verification and immigration &
Visa documents verification services, fire safety services etc.
2.1 Authorization for issue
These financial statements have been authorised for issue by the Board of Directors of the Company on 04 February 2020.
Rates of depreciation on various classes of property, plant and equipment are as under:
Category Rate
Vehicles 20%
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
Land is not depreciated as it is deemed to have an indefinite life.
3.5 Advances, Deposits & Prepayments
Advances are initially measured at cost. After initial recognition, advances are carried at cost less deductions, adjustments
or charges to other account heads.
Deposits are measured at payment value.
Pre-payments are initially measured at cost. After initial recognition, pre-payments are carried at cost less charges to
Statement of Profit or Loss and other Comprehensive Income.
3.6 Cash and Cash Equivalents
Cash and cash equivalents include cash in hand and cash at bank which are available for use by the Company without any
restriction. There is an insignificant risk of changes in value of these current assets.
3.7 Employees' Benefit Schemes
The Company Maintains both defined contribution plan and defined benefit plan for its eligible permanent employees.
The eligibility is determined according to the terms and conditions set forth in the respective deeds.
Defined Contribution Plan (Provident Fund)
Define contribution plan is a post employment benefit plan under which the Company provides benefits to one or
more employees. The recognised Employee Provident Fund is considered as defined contribution plan as it meets the
recognition criteria specified for this purpose. All permanent employees contribute 10 percent of their basic salary to
the provident fund and the Company also makes equal contribution to the fund. These are administered by the Board of
trustees. The contributions are invested separately from the Company’s assets.
Contribution to defined contribution plan is recognised as an expense when as employee has rendered services to the
Company. The legal and constructive obligation is limited to the amount its agrees to contribute to the fund.
Defined Benefit Plan (Gratuity Fund)
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Company’s net
obligation in respect of defined benefit plants is calculated separately for each plan by estimating the amount of future
benefit that employees have earned in return for their service in the current and prior years.
Permanent employees are entitled to gratuity on the basis of his latest basic salary for a completed year of service or for
service for a year of more than six months, salary of minimum 30 days, or salary of 45 days for a continuous service for
more than ten years, it shall be in addition to any payment of compensation or payment of any wage or allowance in lieu
of notice due to termination of services of a worker on different grounds. The expected cost of this benefit is included in
respective annual statement of profit or loss and other comprehensive income over the year of employment.
3.8 IFRS 9 Financial Instruments
IFRS 9 Financial Instruments sets out requirements for recognising and measuring financial assets, financial liabilities and
some contracts to buy or sell non-financial items including a new expected credit loss model for calculating impairment
of financial assets, and new general hedge accounting requirements. This standard replaces IAS 39 Financial Instruments:
Recognition and Measurement. The final version of IFRS 9 is effective for annual periods beginning on or after 1 January
2018, with early application permitted.
248 RAK CERAMICS (BANGLADESH) LIMITED
• 12-month ECLs: these are ECLs which result from possible default events within the 12 months after the reporting
date; and
• Lifetime ECLs: these are ECLs which result from all possible default events over the expected life of a financial
instrument.
ii. Impairment
Lifetime ECL measurement applies if the credit risk of a financial asset at the reporting date has increased significantly since
initial recognition and 12-month ECL measurement applies if it has not. An entity may determine that a financial asset’s credit
risk has not increased significantly if the asset has low credit risk at the reporting date. However, lifetime ECL measurement
always applies for trade receivables and contract assets without a significant financing component; the company has a choice
to also apply this policy for trade receivables and contract assets with a significant financing component.
The estimated ECL will be calculated based on actual credit loss experience. The company will perform the calculation of
ECL rates separately for different types of customers including related parties.
Actual credit losses will be adjusted to reflect differences between economic conditions during the year over which the
historical data will be collected, prevalent conditions and the company’s view of economic conditions over the expected
lives of the receivables and related party balances.
ii. Hedging
IFRS 9 incorporates new hedge accounting rules which intend to align hedge accounting with a company’s risk
management objectives and strategy and to apply a more qualitative and forward looking approach to assessing hedge
effectiveness. In accordance with IFRS 9, the company has an accounting policy choice to defer the adoption of IFRS 9
hedge accounting and to continue with IAS 39 hedge accounting.
The company will avail of the exemption allowing it not to restate comparative information for prior years with respect to
classification and measurement (including impairment) changes. Impact of IFRS 9 shown in note no 27.1 (b).
3.9 IFRS 15 Revenue from Contracts with Customers
IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognized.
It replaces existing revenue recognition guidance, including IAS 18 Revenue, IAS 11 Construction Contracts and IFRIC 13
Customer Loyalty Programmes. IFRS 15 is effective for annual reporting periods beginning on or after 1 January 2018, with
early adoption permitted.
i. Sales of goods
Under IFRS 15, revenue will be recognised when a customer obtains control of the goods.
Revenue will be recognised for the contracts to the extent that it is probable that a significant reversal in the amount of
cumulative revenue recognised will not occur. As a consequence, for those contracts for which the Group is unable to
make a reasonable estimate of return, revenue is expected to be recognised sooner than when the return period lapses
or a reasonable estimate can be made.
ANNUAL REPORT 2019 249
Based on the Group’s assessment, the timing of revenue recognition from sale of goods are broadly similar. Therefore, the
Group does not expect the application of IFRS 15 to result in significant differences in the timing of revenue recognition
for these sales.
ii.Rendering of services
Under IFRS 15, the total consideration in the service contracts will be allocated to all services based on their stand-alone
selling prices. The stand-alone selling prices will be determined based on the list prices at which the Group sells the
services in separate transactions.
Based on the Group’s assessment, the fair value and the stand-alone selling prices of the services are broadly similar.
Therefore, the Group does not expect the application of IFRS 15 to result in significant differences in the timing of revenue
recognition for these services.
3.10 IFRS 16 Leases
IFRS 16, published in January 2016 replaces the previous guidance in IAS 17 Leases. Under this revised guidance, leases
will be brought onto companies’ balance sheets, increasing the visibility of their assets and liabilities. It further removes the
classification of leases as either operating leases or finance leases treating all leases as finance leases from the perspective
of the lessee, thereby eliminating the requirement for a lease classification test. The revised guidance has an increased
focus on who controls the asset and may change which contracts are leases. IFRS 16 is effective for annual periods
beginning on or after 1 January 2019.
General impact of application of IFRS 16 Leases
In the current year, the company, for the first time, has applied IFRS 16 Leases (as issued by the IAS in January 2016) in its
effective date.
IFRS 16 introduces new or amended requirements with respect to lease accounting. It introduces significant changes to
the lessee accounting by removing the distinction between operating and finance leases and requiring the recognition
of a right-of-use asset and a lease liability at the lease commencement for all leases, except for short-term leases and
leases of low value assets. In contrast to lessee accounting, the requirements for lessor accounting have remained largely
unchanged. Details of these new requirements are described in notes to the financial statements. The impact of the
adoption of IFRS 16 on the company’s financial statements is described below.
The date of initial application of IFRS 16 for the company is 1 January 2019
The Group has applied IFRS 16 using the modified retrospective approach, without restatement of the comparative information
IFRS 16 changes how the company accounts for leases previously classified as operating leases under IAS 17, which were
off-balance-sheet.
Applying IFRS 16, for all leases (except as noted below), The company
Recognizes right-of-use assets and lease liabilities in the statement of financial position, initially measured at the present
value of future lease payments;
Recognizes depreciation of right-of-use assets and interest on lease liabilities in the statement of profit or loss; and
separates the total amount of cash paid (presented within financing activities) in the statement of cash flows.
250 RAK CERAMICS (BANGLADESH) LIMITED
Under IFRS 16, right-of-use assets are tested for impairment in accordance with IAS 36 Impairment of Assets. This replaces
the previous requirement to recognize a provision for onerous lease contracts.
For short-term leases (lease term of 12 months or less) and leases of low-value assets (such as personal computers and
office furniture), the Company has opted to recognize a lease expense on a straight-line basis as permitted by IFRS 16.
This expense is presented within rent expenses in the statement of profit or loss.
IFRS 16 does not change substantially how a lessor accounts for leases. Under IFRS 16, a lessor continues to classify leases
as either finance leases or operating leases and account for those two types of leases differently. However, IFRS 16 has
changed and expanded the disclosures required, in particular regarding how a lessor manages the risks arising from its
residual interest in the leased assets.
As required by IFRS 9, an allowance for expected credit loss has been recognized on the finance lease receivables.
3.11 Provision for taxation
“Corporate tax“
Corporate tax provision at the rate of @35% is made for the Current year.
Deferred tax
There is no such timing difference between Profit as per Income Tax ordinance and accounting profit as per financial
statements, hence no Deferred Tax liabilities/Assets calculated as per IAS-12 for the year ended 31 December 2019.
3.14 General
3.14.1 Figures in these notes and annexed financial statements have been rounded off to the nearest Taka.
Previous year’s figures have been regrouped and/or rearranged wherever considered necessary for the purpose of current
3.14.2
year’s presentation.
NOTES TO THE FINANCIAL STATEMENTS
as at and for the year ended 31 December 2019
COST DEPRECIATION
Sale/ Balance Net book
Balance Addition disposal Balance as at Charged Adjustment as at value as at
as at during the during the 31 Decem- Balance as at during the during the 31 Decem- 31 Decem-
Particulars 01 Jan 2019 year year ber 2019 Rate 01 Jan 2019 year year ber 2019 ber 2019
Land 2,309,220 - - 2,309,220 - - - - - 2,309,220
Furniture &
915,379 8,000 - 923,379 10% 437,061 76,564 - 513,625 409,754
fixtures
Office
1,837,000 23,500 - 1,860,500 10% 905,991 140,553 - 1,046,544 813,956
equipments
Tools &
126,255 - - 126,255 20% 121,672 1,300 - 122,972 3,283
appliances
Vehicles 2,389,725 - - 2,389,725 20% 2,290,469 99,253 - 2,389,722 3
Total 7,577,579 31,500 - 7,609,079 3,755,193 317,670 - 4,072,863 3,536,216
251
Total 7,577,579 - - 7,577,579 3,195,923 559,270 - 3,755,193 3,822,386
NOTES TO THE FINANCIAL STATEMENTS
252
as at and for the year ended 31 December 2019
COST DEPRECIATION
Net book
Sale/ Balance
Particulars Balance Addition Charged Adjustment Balance as at value as at 31
disposal as at 31 ‘Balance as at December
as at during during the during the 31 December
during December 01 Jan 2019 2019
01 Jan 2019 the year year year 2019
the year 2019
Office building agreement starts from December 01, 2016 and effective for 4 years.
ANNUAL REPORT 2019 253
6. Investment
Investment in RAK Power Pvt. Ltd. 1,275 1,275
1,275 1,275
Balance as at 1 January
Deferred tax income 153,674 153,674
Balance as at 31 December 153,674 153,674
Liability Schedule
Balance as Closing
Interest Decrease in
Particulars on Jan 01, Addition Payment Balance as on
Expenses lease liability
2019 Dec 31, 2019
2018
Provident Fund Gratuity Fund Total
Taka Taka Taka
Balance as at 01 January - - -
Add: Provision made during the year 40,22,748 30,98,931 71,21,679
40,22,748 30,98,931 71,21,679
Less: Payment made during the year 40,22,748 30,98,931 71,21,679
Balance as at 31 December - - -
Provision and payment includes BDT. 516,106 as employee contibution paid to employee leaving company before being
eligible for provident fund and employer’s contribution reversed.
31 DEC 2019 31 DEC 2018
Taka Taka
18. Sales
b) Impact of IFRS 9
The following table and the accompanying notes below explain the original measurement categories under IAS 39 and
the new measurement categories under IFRS 9 for each class of the financial assets as at 31 December 2019.
Cash & cash equivalent 11 Loan & receivable Amortized cost 1,25,42,447 1,25,42,447
i Trade and other receivables and due from related parties that were classified as loans and receivables under IAS
39 are now classified at amortised cost. Impairment over these receivables was recognised in the current period
on transition to IFRS 9.
ii Cash and cash equivalents that were classified as loans and receivables under IAS 39 are now classified at
amortised cost. Impairment over these cash & cash equivalent was recognised in the current period on
transition to IFRS 9.
iii Since trade receivable aging has improved, no provision is required during the period as developed policy of the
Company as per IFRS 9.
Amount in Taka
As at Dec 31 As at Dec 31
2019 2018
c) Aging of receivables
Amounts in Taka
Security/
Bad debts Purchase / Sales of goods Outstanding Dividend
Name of related party Relationship Guarantee Period
Status Service / Services Receivables income
status
261
During the period, Board meeting fees of Taka 4,000 was paid to the board members for attending the Board meetings.
262 RAK CERAMICS (BANGLADESH) LIMITED
2019 2018
The ‘financial year’ of the subsidiary company ended on December 31, 2019 December 31, 2018
For the subsidiary’s aforesaid financial year BDT. 82.00 BDT. 5.00
For the previous financial years since it became subsidiary BDT. 424.25 BDT. 7.00
For the previous financial years since it became subsidiary BDT. 119.00 Nil
GLOSSARY
• Accounts payable - Accounts payable represents • Cash basis of accounting- A method of accounting
incurred expenses the company expects to pay within where only actual cash inflows and cash outflows are
one year. It is recorded as part of current liabilities on the recorded, i.e. when payment is received or made. This
balance sheet. method is used when preparing the cash flow statement.
• Accounts receivable - Accounts receivable represents • Cash flow statement- A financial statement that records
uncollected revenues the company expects to receive a company’s actual cash inflows and cash outflows
within one year. It is recorded as part of current assets over a defined period of time. It includes three sections:
on the balance sheet. operating cash flow, investing cash flow, and financing
cash flow.
• Accrual accounting system - Under this system,
revenues are recorded when earned and expenses are • Contingent liabilities- A potential liability dependent on
recorded when incurred. Therefore, earned revenues uncertain future events which are beyond the control of
may include sales on credit for which you have yet to the company.
receive cash and expenses may include bills that you
have not yet paid. This method is used when preparing • Contributed capital- Money invested in a company by
the income statement and balance sheet. its owners/shareholders. Reported as part of owners’
equity on the balance sheet.
• Accumulated depreciation- The cumulative depreciation
of an asset to the date of the current financial year. • Corporate social responsibility report- A report on
how the company manages its business processes to
• Accumulated profits- The amount of past years profit produce an overall positive impact
not paid in dividends. Sometimes referred to as retained
profit. In contrast, losses from previous years not • Cost of goods sold- Also known as Cost of Sales, this
absorbed by past years profit are accumulated losses. represents all the expenses directly related to the making
and storing of a company’s goods, such as raw materials,
• Annual report- A report published yearly by all publicly- warehousing, and direct labor costs. Doesn’t exist for
held companies that details the financial condition of service companies.
the company and includes the balance sheet, income
statement, cash flow statement, and other relevant • Cost of sales- Also known as Cost of Goods Sold, this
information. represents all the expenses directly related to the making
and storing of a company’s goods, such as raw materials,
• Asset revaluation- The application of an accounting warehousing, and direct labor costs. Doesn’t exist for
policy choice, whereby the monetary measure of the service companies.
asset is the amount for which it could be exchanged
between knowledgeable, willing parties in an arms- • Current assets- Assets the company plans to convert to
length transaction. cash, sell, or use during the coming year, including cash,
accounts receivable, and inventory on hand.
• Assets - The value of everything a company uses to
conduct business, such as cash, equipment, land, • Current assets- Cash and cash equivalents and assets
inventories, office equipment, and money owed to the which are expected to be turned into cash in the next year.
company by customers and clients.
• Current liabilities - Amounts which the company is
• Assets Items of value which the company can trade or obliged to pay to others in the next year.
use in its business.
• Depreciation - A method used to account for the
• Balance sheet- A financial statement that gives a diminishing value of an asset over the time it is used and
snapshot of a company’s financial situation at a particular to match profit with the expenses it took to generate
point in time and lists its different assets, liabilities, and that profit. Registered as a non-cash expense.
owners’ equity.
ANNUAL REPORT 2019 265
• Direct method- A method of arriving at net operating • Income tax- Tax levied by the government for income
cash flow by adjusting each item on the income and part of the expenses deducted from revenues when
statement from the accrual basis of accounting to the arriving at net income on the income statement.
cash basis of accounting.
• Indirect method- A method of arriving at net operating
• DSE listing rules - Listing rules govern the admission cash flow by adjusting the net income on the income
of companies to the official list of listed companies, statement for non-cash revenues and expenses. Also
quotation of their shares, suspension of those shares called the reconciliation method.
from quotation and removal of companies from the
official list. The listing rules also govern disclosure and • Interest expense- Represents all interest paid by the
some aspects of a listed company’s conduct. company for loans it incurred and is part of the expenses
deducted from revenues in the process of arriving at net
• EBIT (Earnings before interest and taxes)- Amount income on the income statement.
calculated by subtracting cost of goods sold and
operating expenses from revenue on the income • Investing cash flow- Cash used for investing in long-
statement. Also called operating earnings. term assets, such as equipment or equity securities, and
cash received from the sale of such investments. The
• Emphasis of matter -A paragraph included in the auditor’s second part of calculating net cash flow on the cash
report that refers to a matter appropriately presented flow statement.
or disclosed in the financial report that, in the auditor’s
judgement, is of such importance that it is fundamental
• Investor relations- The section on a company’s website
to users’ understanding of the financial report.
under which you can find the company’s financial
statements.
• Employee benefits - Represent benefits offered to
employees of the company and can include short-term
(e.g. salaries and wages), long-term (e.g. long service
• Key management personnel Persons having authority and
responsibility for planning, directing and controlling the
leave), post-employment benefits (retirement benefits)
activities of the entity, directly or indirectly, including any
and termination benefits.
director (whether executive or otherwise) of that company.
• Operating cash flow- The first section of the cash • Reporting period - The period that the financial
flow statement, which includes cash generated by and statements cover. This will typically be one year (e.g. the
required for the daily operations of a business. year ended 31st December 20XX) but can be shorter or
longer in certain circumstances.
• Operating earnings- earnings left after subtracting
the cost of goods sold and operating expenses from a • Reserves surpluses arising from (for example)
company’s revenues on the income statement. Also revaluations of certain assets.
called EBIT (Earnings Before Interest and Taxes).
• Retained earnings- Money reinvested into the company
• Operating expenses- All costs incurred in operating the after all dividends are paid. Reported as part of owners’
business that are not directly related to the production equity on the balance sheet.
and storage of a company’s goods. They include
administrative salaries, research and development • Revenue earnings arising in the ordinary activities of
expenses, rents, and marketing costs. These cost are the company. Fees from the rendering of services are
included in the expense section of the income statement. examples of revenue, as is revenue from the sale of
goods.
• Owners’ equity- Owners’ equity equals all assets minus
all liabilities and represents the part of the company • Revenues- Money generated by the company by selling
owned by its shareholders. It generally includes its products or services to customers, before deducting
contributed capital and retained earnings. any expenses. It includes only revenues associated
with the company’s main operations and is sometimes
• P&L statement - A financial statement that specifies the referred to as sales.
financial results of a business over a defined period of
time and lists the revenue, expenses, and net income of • SEC- Securities and Exchange Commission, a Bangladesh
the business. Also referred to as the income statement or Governmental agency established by the Act to enforce
the profit-and-loss statement. all federal securities laws and protect investors from
fraud in the securities markets.
• Profit margin- An indicator of profitability. It is calculated
by dividing the company’s net income by its revenue • Share option - A contract that gives the holder of the
for the same period. The higher the margin the more option the right, but not the obligation, to subscribe to
profitable a company is. the company’s shares at a fixed or determinable price for
a specified period of time.
• Profit Surplus of revenues and other income over expenses.
• Share-based payment arrangement - An arrangement
• Profit-and-loss statement- A financial statement that between the company and another party (including an
specifies the financial results of a business over a defined employee) that entitles the other party, on satisfying
period of time and lists the revenue, expenses, and net any conditions specific to the arrangement, to shares or
income of the business. Also referred to as the income share options of the company, or cash or other assets of
statement or the P&L statement. the company that are based on the price of those shares
or share options.
• Remuneration of directors or executives will typically
include all or some of cash salary, shares or share • Sustainability report- A report that provides information
options, superannuation, annual and long service leave. about the company’s performance towards the goal of
sustainable development.
ANNUAL REPORT 2019 267
Notice is hereby given that the 21st Annual General Meeting of RAK Ceramics
(Bangladesh) Limited will be held on Tuesday, March 31, 2020 at 10.00 a.m.
at Golf Garden, Army golf club, Dhaka cantonment, Dhaka-1206 to transact
the following businesses:
AGENDA
1. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 31 December
2019, together with the reports of the Auditor and the Directors.
2. To declare dividend for the year ended 31 December 2019.
3. To elect/re-elect Director(s) of the Company.
4. To appoint the Statutory Auditors of the Company for the year 2020 and fix their remuneration.
5. To appoint the Chartered Secretary in Practice (Compliance Auditors) of the Company for the year 2020 for
compliance certification on corporate governance and fix their remuneration.
6. To approve of entering into contract for supply of goods and materials with Mohammed Trading amounting to
1% (one percent) or above of the revenue for the immediately preceding financial year.
Notes:
1. The shareholders whose name appeared in the Share Register of the Company, or in the Depository Register on
the ‘Record Date’ (i.e. February 25, 2020), will be entitled to attend the 21st AGM and receive the dividend.
2. The Board unanimously recommended dividend @ 15% in cash of the paid-up capital of the Company for the
year 2019.
3. Shareholders may please note that pursuant to Corporate Governance Code, 2018 of the BSEC dated June 03,
2018, M/s. Jasmin & Associates, Chartered Secretaries & Corporate Affairs Consultants, has been recommended
by the Board of Directors to be appointed as Compliance Auditors of the Company for the year 2020 for
compliance certification on corporate governance subject to approval of the shareholders.
268 RAK CERAMICS (BANGLADESH) LIMITED
4. In order to comply with the BSEC notification No. BSEC/CMRRCD/2009-193/2/Admin/103 dated 05 February
2020, the Board of Directors has recommended to enter into contract for supply of goods and materials with
Mohammed Trading amounting to 1% (one percent) or above of the revenue for the immediately preceding
financial year subject to approval of the shareholders.
5. A shareholder entitled to attend and vote at the AGM may appoint a proxy to attend and vote in his/her behalf
(such a proxy shall be a shareholder of the Company). The Proxy Form, duly filled and stamped, must be deposited
at the Registered Office of the Company not later than 48 hours before the time fixed for the meeting.
6. Admission to the meeting will be strictly on production of the Attendance Slip.
7. Shareholders are requested to submit to the Registered Office of the Company on or before March 29, 2020,
their written option to receive dividend in the form enclosed with the Annual Report. If the shareholder fails
to submit such option within the stipulated time, the dividend will be paid-off as deemed appropriate by the
Company.
8. In case of non-receipt of the Annual Report of the Company sent through email, shareholders may collect the
same from the Registered Office of the Company, on or before March 29, 2020.
9. Brokerage houses/DPs are requested to provide the statement along with detail of their margin loan holders
on or before March 29, 2020, who are entitled to receive cash dividend of the Company for the year ended
December 31, 2019. The statement should include shareholder’s name, BO ID number, client-wise shareholding
position, gross dividend receivable, applicable tax rate, net dividend receivable, bank account number, routing
number, contact person, etc.
Shareholders may please note that no food or gift or other benefits in cash or kind shall be given at the
Annual General Meeting.
RAK Ceramics (Bangladesh) Limited
RAK Tower (7th, 8th & 9th floors), 1/A Jasimuddin Avenue, Sector-3, Uttara Model Town, Dhaka-1230
Proxy Form
I/We ..........................................................................................................................................................................................................................
..................................................................................................................................................................of...............................................................
.................................................................... being a shareholder of RAK Ceramics (Bangladesh) Limited, do hereby appoint
Mr/Ms..............................................................................................................of................................................................................................
as my/our proxy to attend and vote on my/our behalf at the 21st Annual General Meeting of the Company
to be held on Tuesday, March 31, 2020 at 10.00 a.m. at Golf Garden, Army golf club, Dhaka cantonment,
Dhaka-1206 and at any adjournment thereof.
As witness my/our hand this ............................................ day of .........................................2020
Revenue
..................................... Stamp ................................................
(Signature of Proxy) Taka 20/- (Signature of Shareholder)
BO ID No. BO ID No.
Notes:
1. A shareholder entitled to attend and vote in the AGM may appoint a Proxy to attend and vote on his/her behalf.
2. The Proxy Form, duly filed and stamped, must be deposited at the Registered Office of the Company not later than 48 hours
before the time fixed for the meeting.
3. Signature of the shareholder must be in accordance with the specimen signature recorded with the Company.
4. As per Articles of Association of the Company, no person shall act as a Proxy unless he himself is a shareholder of the Company.
................................................................... ................................................
(Authorized signature) (Signature verified)
RAK Ceramics (Bangladesh) Limited
Attendance Slip
I/We do hereby record my/our attendance at the 21st Annual General Meeting of the Company to be held
on Tuesday, March 31, 2020 at 10.00 a.m. at Golf Garden, Army golf club, Dhaka cantonment, Dhaka-1206,
Bangladesh.
BO ID No. of Shareholder:
BO ID No. of Proxy:
Note: Please present this Attendance Slip at the registration counter on or before 10:00 am on the AGM date.
RAK Ceramics (Bangladesh) Limited
RAK Tower (7th, 8th & 9th floors), 1/A Jasimuddin Avenue, Sector-3, Uttara Model Town, Dhaka-1230
I/We ........................................................................................................................................................................................................................
................................................................................................of..............................................................................................................................
...................................................................................................................................................................................................................................
being a shareholder of RAK Ceramics (Bangladesh) Limited, do hereby exercise my/our option to receive
dividend in the following manner [please tick (√) in the applicable box]:
BO ID No.
...............................................
Mobile number: ...................................... (Signature Verified by)
......................................................................
..........................................................
Signature of the Shareholder(s) Authorized Signatory of the Company
Notes:
1. The form, duly completed, must be deposited at the Registered Office of the Company on or before
March 29, 2020.
2. Signature of the shareholder(s) must be in accordance with the specimen signature recorded with the
Company.
3. Number of shares, bank account details and address shall be considered final as provided by CDBL on
record date, i.e. February 25, 2020.
4. Applicable service charge, if any, shall be borne by the shareholder(s) in case of payment of dividend
through online transfer to the shareholder(s) bank account, as per BSEC notification.
ANNUAL REPORT 2019 275