AGM 2021-2022

Proposed Resolution:

The Annual Report for the year 2021-2022 contains the Annual Accounts for the year ended 30th June 2022 together with the Reports of the Auditors and the reports from the Board of Directors. Pursuant to the section 183 & 184 of the Companies Act. 1994, the Directors are required to present to the shareholders at the Annual General Meeting, the Directors’ Report and Annual Audited Financial Statements including Auditors Report thereon.

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

Proposed Resolution:

Net Profit/ (Loss) attributable to the shareholders amounted to Tk. 100.11 million, Earnings per Share (EPS) is amounted to Tk. 0.43 for the Financial year 2021-2022. Retained Earnings balances as on 30th June 2022 is amounted to Tk. 1,203.32 million. The company Board considered the Profit position and Retained Earnings balance of the Company as on 30th June 2022 to take decision about dividend and the Board recommended 10% Cash Dividend for the financial year ended on 30th June 2022 in its meeting dated 27 October 2022 subject to approval of shareholders in 21st AGM scheduled to be held on 17 December 2022.

It is proposed to adopt the declaration of 10% Cash Dividend for the financial year ended on 30th June 2022.

Proposed Resolution:

Retirement:

• 1. In accordance with the relevant provision of Companies Act. 1994 and Articles of Association of the company Mr. Adbul Mannan, (Representative Director of M.N. Industries Ltd.), Chairman and Mr. Md. Anisur Rahman, (Representative Director of Faiaz Industries Ltd.) Director of the Company to be retired from office of the directorship.
• 2. Mr. Syed Md. Tajon Islam has successfully completed 2nd term (consecutively 6 years) as Independent Director in the Company and accordingly whose position has been vacated w.e.f. 08/12/2022. The Board of Directors has proposed to appoint Mr. Omar Faruque as Independent Director in replacement Mr. Syed Md. Tajon Islam subject to approval of shareholders and regulatory authority, if any.

Mr. Omar Faruque, aged 65, is the Independent Director of the company. After completion of M.Com in Management from the University of Dhaka and CA (CC), he started his career in private sector and worked as Head of Accounts and Finance. During 38 years of his professional career, he had worked in different group of companies in senior positions including Executive Director, CEO etc. He had worked as Chief Executive Officer (CEO) in Dana Sweater Industries Ltd., a concern of Dana Group. During the long services given by him to the profession, he engaged himself in garments & textile sector and gathered vast knowledge in financial and administrative arena in different industries. He is a knowledgeable person who is not involved with any sponsors/shareholders of the Company.

Appointment/Re-appointment:

The Board greatly values the contribution of Mr. Adbul Mannan (Representative Director of M.N. Industries Ltd.), Chairman and Mr. Md. Anisur Rahman (Representative Director of Faiaz Industries Ltd.), Director with the company. The board proposed to re-elect both of them as members of the Board of the company for a further period until retirement by rotation as per section 91 of the Companies Act. 1994 and relevant provision Articles of Association of the company.

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

• 1. Mr. Adbul Mannan (Representative Director of M.N. Industries Ltd.), Chairman being eligible offering himself for re-election as Director & Chairman.
• 2. Mr. Md. Anisur Rahman (Representative Director of Faiaz Industries Ltd.), Director being eligible offering himself for re-election as Director.
• 3. Mr. Omar Faruque being eligible to appoint as Independent Director of the Company for the period of 3 (three) years (1st term).

Proposed Resolution:

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

TThe Board of Directors proposed to appoint Kazi Zahir Khan & Co., Chartered Accountants as an external auditors of the company charged with the auditing of the Annual Accounts for the financial year 2022-2023 at such amount of remuneration to be fixed at 21st Annual General Meeting.

b) Mujibur Rahman & Co., Cost & Management Accountants expressed their interest for re-appointment as Auditors to audit compliance conditions on the Corporate Governance code for the financial year ended 30th June, 2023 with an honorarium Tk. 50,000/- (Tk. Fifty Thousand) only.

The Board of Directors proposed to appoint M/S. Mujibur Rahman & Co., Cost & Management Accountants as auditors to audit compliance conditions on the Corporate Governance code of the company for the year 2022-2023 at such amount of remuneration to be fixed at 21st Annual General Meeting.

Proposed Resolution:

1. Start of new unit (Spinning Unit):

The Company’s new production plant is Spinning Unit which is situated at Mohona, Vabanipur, Gazipur Sadar, Gazipur, started its production from 30 June 2021. Production Capacity 20 ton per day. Yearly estimated Turnover of the project BDT. 80 Crore (Approx).

2. Related party transactions:

During the year the company has carried out transactions with related parties besides the normal course of business, details are given below:

Related Party Transactions are depicted in Note No. 3.21.2 in the Notes of Accounts.

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