Limited Shipyard Marine Western
ANNUAL REPORT
19
20
20
REPORTANNUAL
Corporate Office Amin Future Park (7th Floor) 1440/A Strand Road, Chittagong, Bangladesh. Tel: (+880) 31-2530035-7, 2513056 Fax: (+880) 31-2530038 Email: [email protected]
2019 Registered Office & Shipyard -
Kolagaon, No.4 2020 Kolagaon Union www.wms.com.bd Patiya, Chittagong, Bangladesh. (On the north side of Sikalbaha Power Plant)
Photo Credit: 1. Samiul Wares 2. Md. Shah Newaz Hossain
Design & Print: 01819281434, [email protected]
Key Highlights
of the operations
Western Marine Shipyard Limited 2019-2020
Gross Turnover Contribution to Gross Profit National Exchequer
BDT BDT 911 2280 BDT million 1.98 million million
Net Profit (AT) EPS NAV
BDT 198 BDT 0.86 BDT 24.06 million
Net Operating Cash Net Assets Value Dividend Payout Flow Per Share (NAV) at the end of period (NOCFPS) BDT. (Bonus) 2.5% 5,520,829,152 & .50% Cash BDT 0.52
Western Marine Shipyard Limited
Integrated Management System (IMS) Certified Shipyard
Annual Report 2019-2020
One Shipyard One Standard
Content Introduction 4 Management Apparatus 5 Corporate Vision & Mission 6 Our Values 7 Recognition 8 Our Progress 11 Transmittal Letter 14 Notice of the 19th Annual General Meeting 15 Board of Directors 16 Executive Committee 22 Photo Gallery 23 Corporate Social Responsibility 29 Press & Media 30 Message from the Chairman 34 Message from the Managing Director 35 Directors’ Report to the Shareholders 36 The Role & Activities of Audit Committee 68 Auditors Report & Financial Statement 72
Our Products 108 Proxy Form 110
Annual Report 2019-2020
Western Marine Shipyard Limited
Introduction Western marine Shipyard Limited (WMShL) is the only Export Oriented and one of the biggest shipyards in Bangladesh. The company was founded with its own slipways in 2000. Later due to increase of foreign order WMShL increased its slipways and its building area. Since then the company gradually attained prominence as a major shipbuilding company with quality based motivation till today. We are specialized in new building of multi-purpose cargo ships, Inland container ships, Inland tankers, Passenger ships, Ro-ro ferries, Port utility ships, Tugs, Offshore petrol vessels, specialized fishing trawler, barge, Dredger, Landing crafts etc. Apart from our goodwill as a dependable company for high quality, competitive pricing and adhering to deadlines, the following are some of our competitive advantages: a) An ideal location: Western marine Shipyard Limited is located in Chattogram the major port city of the country. In other words Chattogram is the hub of all export and import taking place within the nation. b) A dedicated workforce: At Western marine Shipyard Limited we have sufficient number of professionals, skilled and semi-skilled labors to ensure world class shipbuilding standards. We also have a modern ship design section using internationally reputed software, experts and experienced naval architects who are constantly fulfilling the needs of ship design parameters. We provide in-house and foreign trainings to our employees to enable them to upgrade their skills constantly. c) Abundance of Land: Currently at Western marine Shipyard Limited we have five yards. We are always on the move for acquiring new lands so that large number of orders can be dealt with at the same time. d) Modern Machineries: A wide range of machineries and equipment such as automatic shot blasting machine, CNC machine Bending machine, automatic welding arm set, gantry crane, lifting equipment & many other are available at the shipyard which is constantly reviewed by professionals and experts for possible ways of improvement. e) Recently the yard has CO2 & MIG welding for higher productivity & better efficiency.
Building world class vessels and advancing the development of Bangladesh is a key objective of WMShL. We assure the commitment and professionalism of our workforce in serving the customers thereby keeping us at the forefront as a quality shipbuilder.
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Management Apparatus Company Name: Western Marine Shipyard Limited Constitution of the Firm: Public Limited Company Registration Number: CH-C 3686 of 2000 Website: www.wms.com.bd E-mail: [email protected]
Board of Directors Listing: 1. Mr. Md. Saiful Islam Chairman Dhaka Stock Exchange Limited 2. Capt. Sohail Hasan Managing Director Chittagong Stock Exchange Limited
3. Mr. Mohammed Abdul Mobin Director 4. Capt. ABM Fazle Rabbi Director 5. Mr. Shah Alam Director Bankers: 6. Mr. Md. Sakhawat Hossain Director 7. Mr. Abu Md. Fazle Rashid Director Bank Asia Limited 8. Mr. Arifur Rahman Khan Director National Bank Limited. 9. Mr. Monzur Morshed Chowdhury Director Mutual Trust Bank Limited 10. Mr. Md. Saeedul Islam Director One Bank Limited 11. Mr. A.K.M. Rezaur Rahman Director First Security Islami Bank Limited. 12. Mr. Md. Azfar Ali Independent Director NCC Bank Limited. 13. Mr. Capt. Anam Chowdhury Independent Director Sonali Bank Limited. 14. Engr.Mostafizur Rahman Independent Director Dhaka Bank Limited.
BRAC Bank Limited. Pubali Bank Limited. IFIC Bank Limited. Audit Committee 1. Engr.Mostafizur Rahman : Chairman 2. Mr. Arifur Rahman Khan : Member 3. Mr. Monzur Morshed Chowdhury : Member Non- Bank Financial Institution-nbfi: Islamic Finance & Investment Ltd. Reliance Finance Ltd. Nomination and Remuneration Committee Midas Financing Ltd. 1. Mr. Capt. Anam Chowdhury : Chairman National Housing Finance & Investment Ltd. 2. Capt. ABM Fazle Rabbi : Member Union Capital Ltd. Premier Leasing & Finance Ltd. 3. Mr. Mohammed Abdul Mobin : Member
Uttara Finance and Investment Ltd. National Finance Ltd. Chief Financial Officer Mr. Manash Chowdhury, CA.(CC),LL.B,ITP. Company Secretary Insurer: Mr. Abul Khair, B.Com (Hons), M.Com, CA. (CC), LL.B, ITP. Eastern Insurance Company Ltd. Statutory Auditors Rupali Insurance Company Ltd. PINAKI & CO. Pioneer Insurance Company Ltd. Chartered Accountants Karnafully Insurance Company Ltd. Nitol Insurance Company Ltd. Corporate Governance Auditor Asia Pacific Insurance Company Ltd. Ahmed Zaker & Co. Chartered Accountants Prime Insurance Company Ltd.
Head of Internal Audit Mr. Tapas Kumar Das
Credit Rating Agency:
Credit Rating Information and services limited (CRISL)
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Western Marine Shipyard Limited
Vision We shall be the benchmark company in the shipbuilding industry through superior performance, demonstrated by quality, timely delivery and customer satisfaction. We value addition to the shareholders. Mission The mission of Western Marine Shipyard Limited is to improve continually our products and services by being the best at meeting our customer’s needs, allowing us to prosper as a business while maintaining an effective Quality Management System (QMS) relevant to ship design, shipbuilding and repair.
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Our Values
Quality
Western Marine Shipyard Limited is committed to achieving customer satisfaction by delivering quality products & services consistent with international shipbuilding standards by using environmentally Environment sustainable technologies through timely delivery & safe working environment. Western Marine Shipyard Limited is also ISO 14001:2004 certified for safe working environment. We are determined to ensure effectiveness of our Quality Health and safety are considered as an essential part Management System (ISO 9001:2008 Standard) by of the company’s performance to success. Thus providing appropriate training to advance professional keeping this in mind, we comply with the health and competence & operational excellence through continual safety standards according to the OHASA improvement in all fields of our business with the help of 18001:2007. This has made Western Marine skilled & dedicated workforce. Shipyard Limited the only Integrated Management System (IMS) complying shipyard in Bangladesh.
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Recognition
A British delegation headed by High Commissioner H.E. Mr. Robert Chatterton Dickson along with other senior Government officials of the British Government visited the Shipyard on 06 October 2019 focusing on future business with Western Marine Shipyard Ltd. The delegation was accompanied by Shipyard Chairman Mr. Saiful Islam, Managing Director Capt. Sohail Hasan, Deputy Managing Director Mr. Mohammed Abdul Mobin & Operation Director Capt. ABM Fazle Rabbi.
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Recognition
For contribution in
National Export
For Industrial Development in Bangladesh
For Industrial Development in Bangladesh
Annual Report 2019-2020 09
Western Marine Shipyard Limited
Recognition
For contribution in Maritime Sector
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One Shipyard One Standard
Our Progress Establishment. Concentrated on domestic shipbuilding & ship repair. 2009 2007 Laid keel for building one Oily Expanded yard facility. Waste Collection A large volume of manpower Vessels for 2000 recruited including marine LAMOR Corp AB, engineers, mechanical engineers, Finland. Establishment. electrical engineers, naval Concentrated architects and other Transformed from on domestic professionals. Private Limited to shipbuilding & Went into new building for the Public Limited ship repair. international market. Company.
2000-2006 2008 2010 Built 52 vessels Laid Keels for Increased Paid-up Capital from for inland & building 12X5200 BDT 5,355,600 to BDT coastal use. DWT MPC ships for 405,519,000. German owner, Grona Shipping. Increased Paid-up Capital from BDT 405,519,000 to BDT Obtained recognition 645,519,000. from Bangladesh Board of Investment Delivered first export ship to as a 100% export LAMOR Corp AB, Finland. oriented industry. Received another foreign order from Karachi Port Trust, Pakistan for building 2 X Passenger Ships.
Established a PHCC in
collaboration with MOHFW & GIZ to provide health care service to yard workforce & local community as a part of company’s CSR responsibility.
Formed joint venture with renowned dredger builder IHC, Holland for building dredgers for Asian market.
Created history by delivering the largest export ships to German
buyer Grona shipping (2 X 5200DWT MPC ship).
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Western Marine Shipyard Limited
Our Progress 2015 Establishment. Concentrated on domestic shipbuilding & ship repair. Contract signed with Jindal group, to build 6 bulk career for India and laid keel. 2013 Successfully completed 300 pax vessel and delivered to 2011 Exported one 50m Tanzania Double-ended Car Ferry to Laid keel for building one Successfully completed Solas Denmark for Hundest- Double-ended Car Ferry for Passenger Vessel and ed-Rorvig, Faerfart A/S. Hundested-Rorvig, Faergefart, delivered to Newzeland.
Denmark. Signed contract with JGH Successfully completed 9 Marine A/S, Denmark for Delivered the first locally nos. fishing trawler and building one Catamaran made RORO ferry to delivered. Passenger Ship for Bangladesh government. Tanzanian Government. Successfully completed ro-ro ferry & pontoon and Formed JV with Fishers Signed contract with New delivered to BIWTC. Shipyard as Western Fishers Zealand Ministry of Shipyard Ltd to build fishing Successfully completed 2 Foreign Affairs & Trade trawlers for Asian market. passenger vessels and for building one Intl. delivered to BIWTC. SOLAS Passenger Ship.
2012 2014 Delivered 2 X passengers ships to Laid keel for building one Intl. SOLAS Karachi Port Trust, Passenger Ship for New Zealand Pakistan. Ministry of Foreign Affairs & Trade.
Completion of Laid keel for building one Offshore highest worth Patrol Vessel for Kenyan shipbuilding project Government. executed in the Exported one Catamaran Passenger Bangladesh, exported Ship to Tanzania. of 8 ships in pairs, (8 X 5200 DWT MPC) Increasing paid up capital from BDT. ships. 645,519,000 to BDT. 1,095,519,000 by offering 45,000,000. Ordinary The organization got Shares in to General Public. recognized as the only IMS certified Listed with Dhaka Stock Exchange company in Limited & Chittagong Stock Bangladesh for having Exchange Limited and started trading complied ISO9001, of shares from November 02, 2014. ISO14001 & After public issue did first AGM with OHSAS18001. general shareholder and approve 15% dividend. 12 Annual Report 2019-2020
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Our Progress 2019 Establishment. Contract signed for building one 186 Concentrated on domestic shipbuilding & ship repair. TEUS inland continer vesse. Successfully completed and 2017 delivered four Inland Container Contract signed to build a purseiner vessels for Pangaon Inland fishing vessel for Norway. Container Terminal. Contract signed to build a tug boat for Payra Port Authority. Contract signed to build a tug boat for Chittagong Port Authority. 2020 Contract signed to build 20 bulk carrier Contract signed for building one 186 for ESL. TEUS inland continer vesse. Successfully completed and delivered Offshore Petrol Vessel to Kenya. Successfully completed and Successfully completed and delivered two delivered four Inland Container 8000 DWT Cargo Ships to India. vessels for Pangaon Inland Successfully completed and delivered Container Terminal. Landing Craft to UAE.
Successfully completed and delivered one Tug to CPA. Successfully completed and delivered two inland container vessels.
2016 2018
Contract signed to build Contract signed to build 2 tag boat and 10 barges LCT ships for Bangladesh and Car Ferry for Government. Uganda. Successfully completed and Contract signed to build delivered two Inland Landing craft for UAE. Container vessels for Pangaon Inland Container Contract signed to build Terminal. two new passenger ships for BiWTC. Management decided to capacity expansion and Contract signed to build company applied to BSEC barges for OSJI. for 2:1R at Tk. 15 (including Successfully completed 7 premium of tk. 5 each) . container vessels and 1 Increased Authorized delivered. Capital from 300 crore to 600 crore BDT.
Annual Report 2019-2020 13 Western Marine Shipyard Limited
Transmittal Letter
The Shareholders Bangladesh Securities and Exchange Commissions Registrar of Joint Stock Companies & Firms Dhaka Stock Exchange Ltd. Chittagong Stock Exchange Ltd.
Subject: Annual Report for the year ended June 30, 2020.
Dear Sir(s)
We are pleased to enclose a copy of the Annual Report together with the Audited Financial Statements including Statement of Financial Position as at June 30, 2020, Statement of Comprehensive income, Changes in Equity and Statement of Cash Flows for the year ended June 30, 2020 along with notes thereon and all related Consolidated Financial Statements for your informa- tion, record and necessary measures.
Yours Sincerely,
(Abul Khair LL.B) Company Secretary
www.wms.com.bd
Corporate Office Registered Office & Shipyard Amin Future Park (7th Floor) Kolagaon, No.4 1440/A Strand Road, Chittagong, Bangladesh. Kolagaon Union Tel: (+880) 31-2530035-7, 2513056 Patiya, Chittagong, Bangladesh. Fax: (+880) 31-2530038 (On the north side of Sikalbaha Power Plant) Email: [email protected]
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Notice of the 20th Annual General Meeting
Notice is hereby given that the 20th Annual General Meeting of the members of Western Marine Shipyard Ltd. will be held on Tuesday the 29th December, 2020 at 02.00 p.m. under virtual platform through the link https://wmsshipyard.digitalagmbd.net/ to transact the following business:
Agenda-1: To receive, consider and adopt the Audited Financial Statement for the year ended 30th June, 2020 together with the reports of the Directors’ and the Auditors’ report thereon. Agenda-2: To declare dividend for the year ended 30th June, 2020. Agenda-3: To elect Directors in terms of the relevant provision of Articles of Association. Agenda-4: To appoint Statutory Auditors for the year 2020-2021 and to fix their remuneration. Agenda-5: To appoint Compliance Auditors for the year 2020-2021 and to fix their remuneration.
NOTES: i) The proxy form must be affixed with requisite revenue stamp and be deposited at the Registered Office of the company not less than 48 hours before the time fixed for the meeting.
ii) Members are requested to submit to the company’s Share Office on or before 27th December 2020, their written option to receive dividend. In case of non-submission of such option with the stipulated time, the dividend will be paid off as deemed appropriate by the company.
iii) The Annual Report is available in the Company’s web site at www.wms.com.bd
Corporate Office Registered Office & Shipyard Amin Future Park (7th Floor) Kolagaon, No.4 1440/A Strand Road, Chittagong, Bangladesh. Kolagaon Union Tel: (+880) 31-2530035-7, 2513056 Patiya, Chittagong, Bangladesh. Fax: (+880) 31-2530038 (On the north side of Sikalbaha Power Plant) Email: [email protected]
Annual Report 2019-2020 15 Western Marine Shipyard Limited
Board of Directors
MD SAIFUL ISLAM Chairman, Western Marine Shipyard Limited
Md. Saiful Islam is one of the most renowned industrialists in Bangladesh with 33 years of business experience. Apart from being a leader in the shipbuilding sector of Bangladesh he is also known for his patron in the sector of Bangladesh’s leather goods manufacturing & export. As a major exporter in Bangladesh, every year he is recognized as a CIP (Commercially Import Person) by Bangladesh Ministry of Commerce. He has also received National Export trophy from the Prime Minister of Bangladesh for his export contribution in Bangladesh. Business sources of Mr. Islam extend from Asia to Europe having joint venture with world renowned German brand for leather goods “Picard”. His rich business links in Europe enables him to explore for better business opportunities in various sectors. Academically he holds Mariner Certificate from UK. Recognition • CIP (Commercially Important Person) status by Bangladesh Government • President, Leather Goods & Footwear Manufacturer and Exporter Association of Bangladesh (LFMEAB) • Vice President, Association of Export Oriented Shipbuilding Industry of Bangladesh • Chairman, Design and Technology Center (DTC) BUSINESS DATA Name of the Companies: 1. Picard Bangladesh Ltd. (manufacturer & exporter of high end leather goods. Position: Managing Director 2. Western Marine Shipyard Ltd. (Builder & Exporter of Ocean Going Ships) Position: Chairman 3. Narayangonj Engineering & Shipbuilding Ltd. Position: Chairman 4. Banga Dredgers Ltd. Position: Chairman 5. Sairu Hill Resorts Position: Director 6. Subornobhumi Resorts Meghna, Munshigonj Position: Chairman 7. Footstep Bangladesh Ltd.: Position: Managing Director 8. Subornobhumi Foundation Position: Chairman
CAPT. SOHAIL HASAN Managing Director & Director, Western Marine Shipyard Ltd.
Capt. Sohail Hasan is a Master Mariner (UK) with a rich Sea career having served several Shipping Companies upon graduating from Bangladesh Marine Academy in 1978. Although born in Bangladesh he has dual residentship being a resident of Singapore as well. Apart from being a Director & the Manging Director of Western Marine Shipyard Ltd. his business diversifies in the Shipping Industry too. He is a well-kown figure for having vast knowledge in shipping business as he used to be widely engaged in ship ownership, chartering and ship management business since 1994.
Recognition • Founder President, Bangladesh Business Chamber of Singapore. • Life Member, Singapore Bangladesh Society.
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MOHAMMED ABDUL MOBIN Deputy Managing Director & Director, Western Marine Shipyard Ltd
Mr. Mobin started his career as a Mariner in 1988 & served on-board in numerous foreign ocean- going vessels for 18 years. he is a Class-1 Marine Engineer Certified from UK. He started shore job as a surveyor from 2006 for Maritime Administration of St. Vincent & Grenadines and Panama. He is also a Non-Exclusive class Surveyor/Auditor for INSB since 2007. He got introduced as a business person upon his involvement in Western Marine Group in 2005.
Recognition • Non-exclusive surveyor & Auditor for International Naval Surveys Bureau (I.N.S.B), Greece • Member, Institute of Marine Engineering Science and Technology (IMarEST), UK • Incorporated Engineer, Engineering Council, UK • Former General Secretary, Institute of Marine Engineers (IMarEST)- UK, Bangladesh Branch . • Director, Bangladesh-Myanmar Chamber of Commerce & Industry • Director, International Business Forum of Bangladesh (IBFB), Chittagong Chapter • Member, Chittagong Chamber of Commerce & Industry • Member, Chittagong Metropolitan Chamber of Commerce & Industry • Member, Chittagong Club Ltd / Shaheen Golf Club Ltd / Chittagong Boat Club Ltd / Comilla Club Ltd
CAPT. ABM FAZLE RABBI Director, Western Marine Shipyard Limited
Capt. ABM Fazle Rabbi is a resourceful and determined Master Mariner (Class-1, Singapore) with proven professional skills. He was born in the year 1971 in Chittagong and completed both MSS and BSS (Hons) in Public Administration from University of Chittagong. He has also completed Advance Diploma in Maritime Transportation from Singapore Polytechnic. Capt. Rabbi has 13 years experience of serving on board in several Ocean-going Vessels since 1993.
Recognition • Life Member, Bangladesh Mercant Marine Officers’ Association. • Member, Chittagng Boat Club. • Member, Chittagong Chamber of Commerce & Industry. • Member, Shaheen Golf and Country Club, Chittagong
Annual Report 2019-2020 17 Western Marine Shipyard Limited
SHAH ALAM Director, Western Marine Shipyard Limited
Mr. Shah Alam is involved in different lines of business activities, such as Berth Operator (Stevedoring), Shipping, C& F, Export & Import, Hotel & Resorts, Real Estate Business. He is a Business Graduate from Govt. City College. He has established himself as an icon in the business sector of the country being one of the proud owner s of the family business Ruhul Amin & Brothers Group (R.A.B. Group), which is a renowned Stevedore in Chittagong Port & one of the top Clearing & Forwarding Agent in the port city of Chittagong. He served as the District Governor of Lions Clubs International, District 315 B4, Bangladesh in 2016-2017. He has received New Millennium Awards in Paris for quality of Nice Food Products and International President Award from the International Association of Lions Clubs.
Recognition • District Governor (2016-2017) Lions Clubs International, District 315 B4, Bangladesh. • Chairman, Best Western Alliance Hotel & Resorts Limited. • President, IBFB (Chittagong Chapter). • President, Mohamadan Sporting Club. • Member, Chittagong Club Limited, Chittagong. • Member, Chittagong Seniors Club Limited, Chittagong. • Member, Chittagong Boat Club Limited, Chittagong. • Member, Bhatiary Golf & Country Club, Chittagong. • Life Member, Bangladesh Lions Foundation. • Life Member, Chittagong Lions Foundation. • Life Member, Maa O Shishu Hospital, Chittagong. • Life Member, Chattogram Diabetic General Hospital
MD SAKHAWAT HOSSAIN Director, Western Marine Shipyard Ltd
Mr. Sakhawat Hossain graduated from Bangladesh Marine Academy in 1981 and served as seaman till 1993. Later he achired Class-1 Marine Engineering Certificate from UK. He started business in 1994 through marine consultancy. He has proven to be a business leader through his management at Western Marine Shipyard Ltd since 2000. Under his leadership the entity got huge international recognition from export of ocean-going vessels to Europe & other parts of the world. The Government of Bangladesh recognized him as a Commercially Important Person for his contribution in the economy. He has been a former elected Council Member of IMarEST, UK and he is the first Bangladeshi to be awarded the IMarEST President’s Commendation for his outstanding contribution in the Bangladesh Maritime Sector.
Recognition • CIP (Commercially Important Person) status by Bangladesh Government • Member, IMarEST, UK • Former Chairman, IMarEST, Bangladesh Branch • Founder Chairperson & Present Director, International Business Forum of Bangladesh (IBFB), Chittagong Chapter • Founder Director, Chittagong Metropolitan Chamber of Commerce & Industries • President of Chittagong Chapter and Life Member, Old Rajshahi Cadets’ Association • General Secretary, Association of Export Oriented Shipbuilding Industries of Bangladesh (AEOSIB) • Former General Secretary, Association of Marine Engineers, Bangladesh • Permanent Member & Management Committee of Chittagong Boat Club
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ABU MD. FAZLE RASHID Director, Western Marine Shipyard Limited
Mr. Abu Md Fazle Rashid is a Marine Engineer who graduated from Bangladesh Marine Academy in 1981. Later he acquired Class 2 Certificate of Competency (Motor- ship) in 1986 and Class 1 Certificate of Competency (Motorships) in 1990 from UK. He has 17 years of sailing experience as a seafarer. He has served in various ocean going vessels of Bangladesh Shipping Corporation in different capacities from Cadet Engineer to Chief Engineer. He joined Western Marine Services Limited in 1997 & at present he holds the position of Managing Director in Western Marine Services Ltd.
Recognition • Incorporated Engineer, Institute of Marine Engineering, Science and Technology, (IMarEST,UK) • Incorporated Engineer (IEng) with Engineering Council, UK • Executive Committee Member, IMarEST Bangladesh Branch • Member, Bangladesh Merchant Marine Officer’s Association • Treasurer, Bangladesh Merchant Marine Officers’ Benevolent Fund • Member, Chittagong Chamber of Commerce & Industry • Member, International Business Forum of Bangladesh (IBFB), Ctg Chapter • Life Member, OLD Rajshahi Cadet’s Association,Vice President. • General Secretary Cadet College Club,Chittagong.
ARIFUR RAHMAN KHAN Director, Western Marine Shipyard Limited
Mr. Arifur Rahman Khan is a pass-out of Bangladesh Marine Academy in 1984. He attained Marine Engineering Class 2 Certificate of Competency (Motorship) from UK in 1989 and Class 1 Certificate of Competency (Motorships) from UK in 1993. He has also completed various professional trainings from reputed institutes. Mr. Khan is considered an ingenious mind in the shipbuilding industry of Bangladesh having the technical know-how of such industry. He has professional experience of more than 34 years from serving offshore & shore in many reputed shipping companies at highest capacity.
Recognition • Fellow, Institute of Marine Engineering Science and Technology (IMarEST), UK • Life Member, Chittagong Club Ltd • Life Member, Diabetic Association of Chittagong • Member, Chittagong Boat Club Ltd
Annual Report 2019-2020 19 Western Marine Shipyard Limited
MONZUR MORSHED CHOWDHURY Director, Western Marine Shipyard Limited
Mr. Monzur Morshed Chowdhury is a very prominent and well known person in the business arena of Chittagong. His expertise on stock business for marine spares enables in making deals for high level marine and industrial procurement. He is also highly involved with foreign trade for exporting reconditioned marine spares to different parts of the world. He is a Post Graduate from University of Chittagong.
Recognition • Director, International Business Forum of Bangladesh (IBFB), Chittagong Chapter • Member, Chittagong Chamber of Commerce & Industry • Member, Chittagong Metropolitan Chamber of Commerce & Industry • Member, Chittagong Club Ltd • Member, Shaheen Golf Club Ltd • Member, Chittagong Boat Club Ltd
MD. SAEEDUL ISLAM Director, Western Marine Shipyard Limited
Mr. Islam is a reputable industrialist in Bangladesh, who is well known in the sector of leather goods manucturing. He holds a Bachelor Degree in Administra- tion Studies, from USA. Being involved in shipbuilding he is also connected with several foreign contacts in Europe for business development purpose of Western Marine Shipyard Ltd.
AKM REZAUR RAHMAN Director, Western Marine Shipyard Limited
Mr. AKM Rezaur Rahman is an M.Com from University of Dhaka. He is a renowned businessman having more than 16 years of experience in the maritime sector & foreign trading. He is also an Executive Director of Banga Dredgers Limited, the leading dredging company in Bangladesh.
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MD. AZFAR ALI Independent Director, Western Marine Shipyard Limited
Rotarian Md. Azfar Ali is a very well-known person and involved in various Shipping lines business in Chattogram, Bangladesh. He was graduated in M.S.S and LL.B. Then he started his business in shipping lines. He is the former vice Chairman of Chattogram Club Ltd. At present he is the General Body Member of FBCCI, Ordinary Member of Chattogram Chamber of Commerce & Industry and Bangladesh Shippers Counselor. He is the Director of International Business Forum of Bangladesh (IBFB), Bangladesh Shipping Agents Association (BSAA), Bangladesh-Malaysia Chamber of Commerce &Industry (BMCCI). He is the Life Member of Chattogram Golf & Country Club, Ma-O-Shisu Hospital, and Chattogram Boat Club. He is very experienced business person in Shipping Lines business of Bangladesh.
CAPTAIN ANAM CHOWDHURY Independent Director, Western Marine Shipyard Limited
Captain Mohammed Anam Chowdhury is known as an advisor to Bangladesh Ship Breakers Association since 1993. He is a renowned consultant for ship recycling facility. He achieved Master Mariner certificate from UK in 1986. Having 15 years of seamen experience he has also worked ashore in Shipping industries since 1991. He has been Port Captain with M/S METALINK, USA. He is President of Society of Master Mariners of Bangladesh; Member of MEPC (Marine Environment Protection Committee) & Member Executive Committee of The Nautical Institute of Bangladesh a branch of Nautical Institute of the United Kingdom.
ENGR. MOSTAFIZUR RAHMAN Independent Director, Western Marine Shipyard Limited
Mr. Mostafizur Rahman is a renowned architect in Dhaka. He graduated with a BSc in Civil Engineer from BUET in 1984. He has served a civil engineer in Zeen Limited in Dhaka from 1984 to 1987. Following this, he worked for DESIGN INNOVATIONS as a Structural Engineer. He then founded ARCHITEKTON in 1989, which a renowned architectural and design firm in Bangladesh. Currently he is serving as the Chairman of this company. Some of Major projects under Mr. Mostafizur’s leadership include Universal Medical College & Hospital in Dhaka, CCDB HOPE CENTER in Gazipur, CARGO VILLAGE at Zia International Airport, 14 stories 2 level basement BOQ apartment building of Bangladesh Army at Dhaka Cantonment and many more. Lastly, Mr. Mostafizur is keen follower of golf and plays on a regular basis. He is also the Founder Member of Cadet College Club.
Annual Report 2019-2020 21 Western Marine Shipyard Limited
Executive Committe
Capt. Sohail Hassan Master Mariner, UK Managing Director
Mohammed Abdul Mobin Capt. ABM Fazle Rabbi Class-1 Marine Engineer, Singapore Master Mariner, UK Deputy Managing Director Director- Operation
Mr. Abul Khair Abul Mansur Tapas Kumar Das B.Com (Hons), M.Com, CA. (CC), LL.B, ITP. M.Com, CA. (CC) M.Com, CA. (CC) Company Secretary DGM (Commercial) Head of Internal Audit & Income Tax
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Photo Gallery
British High Commissioner with UK trade Delgation on 06 October 2019
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Western Marine Shipyard Limited
Photo Gallery
8th EGM of WMShL held on 28 March 2019
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Photo Gallery
Danish Ambassador Visiting Shipyard on 27 October 2019
Shipyard visit by Honourable Finance Minister A.M A. Muhith on 13 Aug 2017
2 X 8000 DWT Cargo Ships, JSW Raigad & JSW Pratapgad- a pair of lady ready to sail Indian Ocean
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Western Marine Shipyard Limited
Photo Gallery
Sonali Bank Managing Director during Shipyard Visit on 29 June 2019
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Photo Gallery
Handing Over of JSW Raigad & Pratapgad to Indian Buyer JSW on 23 Oct 2017
Launching of an Offshore Patrol Vessel for Kenyan Govt on 04 May 2017
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Western Marine Shipyard Limited
Photo Gallery
Keel laying of a Fishing Vessel for Norway on 05
Sep 2017
Handing-over of Landing Craft to UAE buyer on Keel Laying of 20 Container ships for Evergreen Shipping Ltd. on 23 Apr 2017 November 2017
Keel Laying of a 40 Ton Tugboat for Chittagong Port Norwegian Ambassador attending a WMShL press Authority 25 Sep 2017 conference
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Corporate Social Responsibility A Primary Health Care Centre (PHCC) has been developed in the shipyard jointly with German Development Cooperation (GIZ) & Ministry of Health & Family Welfare (MOHFW) as a public private partnership (PPP) to provide free of charge health care service to 4,000 yard personnel & 26,000 people of the local community in Kolagaon, Patiya, where the shipyard is located.
PHCC Services: • Hearing test • Lungs function test • Routine physical check-up
Annual Report 2019-2020 29 Western Marine Shipyard Limited
Annual Report 2019-2020
Annual Report 2019-2020
Press & Media
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Press & Media
Annual Report 2019-2020 33
Western Marine Shipyard Limited
Message
from
Chairman Dear Shareholders, On behalf of the Board of Directors, Executive Management and myself, it would be our pleasure to welcome you herein to the Annual General Meeting, and we would like to present you the Annual Report of the company and its performance, and what was achieved during the fiscal year ended 30 June 2020. Western Marine Shipyard has continued moving forward with successful steps based on the great efforts of the executive management in all its aspects, following the plans and directives of the Board of Directors. We all are in COVID-19 Pandemic, like evrey business sector our shipbuilding sector also effeted by pandemic. Hence, our financial performance is not upto the mark as we planed. However in support of our honourable shareholders. Board of Directors meeting held on 23 November 2020, recommended 205/% Stock Dividend and 0.5% Cash Dividend for general shareholders. In conclusion, I ask Almighty God that we have succeeded in developing the company’s assets and maximizing the shareholders’ equity and achieving the desired profits to help us in the upcoming years. Thank you,
Md. Saiful Islam
Chairman
34 Annual Report 2019-2020 Western Marine Shipyard Limited Shipyard One S
Message from Managing Director
I feel highly delighted to welcome you all to the 20th AGM of the company and refer your attention to the statutory Financial/operating reports contained in the Annual Report for the year 2019-2020 so that the concerned persons may make wise investment/divestment decision for themselves I hope that everyone has received his copy of the report and made necessary exercises therefore. A study of the Directors report would show that despite the directors drive the fourth quarter of the period under report due to CORONA, the company had succeeded to end the year in profitable manner. Due to vigorous and well timed management decisions made to save ourselves from pandemic effect. Considering different aspects of financial figures the Board of Directors recommended to use a part of the free reserve for declaration of a cash dividend for the year under review. I hope the shareholders shall appreciate the factor affecting the decision and would work forward with an optimistic expectation for the future.
Best wishes
Capt. Sohail Hasan Managing Director
35 Annual Report 2019-2020
One Shipyard One Standard
Dear Members,
Assalamu Alikum and very Good Morning.
On behalf of the Board of Director and the Management I welcome you all to the 19th Annual General Meeting (AGM) of the Western Marine Shipyard Limited (WMShL). It is my privilege to place before you the operating result, Directors’ Report together with the Annual Financial Statement of the Company for the year ended 30 June, 2019 along with the report of the auditors thereon for your valued consideration, approval and adoption. The report is generated in compliance with the Companies Act 1994 and Bangladesh Securities and Exchange Commission Notification No. BSEC/CMRRCD/2006/158/207/Admin/80, Dated June 03, 2018.
Independent Directors:
Three distinguished Independent Directors Engr. Mustafizur Rahman, Mr. Capt. Anam Chowdhury, Mr. Azfar Ali continuing as Independent Director during the whole period and they have been performing their duties and responsibility efficiently for the greater interest of the company and all investors. WMShL is really benefited for their whole hearted services.
Chairman and CEO:
Chairman and CEO of the Company are different individuals. Chairman is elected from among the Directors, named Mr. Md. Saiful Islam and CEO is appointed by the board, named Capt. Sohail Hasan. Appointed as new Managing Director dated 16th June 2019.The board of Directors clearly defined their respective roles and responsibilities in the Company.
The Directors report to Shareholders in:
Industry outlook and possible future developments in the industry:
Shipbuilding is considered to be a thrust sector in the economy of Bangladesh. The shipbuilding industry is involved in the construction and modification of ships and these operations are carried out in specialized facilities called shipyards. The industry builds ships for commercial as well as military purposes. The shipbuilding market is segmented on the basis of ship type: Bulkers, Tankers, Containers, Landing Craft, Passenger vessels, Fishing ship, Off shore petrol vessels, LPG & LNG and other special type vessels. Shipbuilding industry is mostly dominated by Asian players, such as South Korea, China and Japan. Traditional large shipbuilders in the region, such as Korea, China, and Japan, as well as Southeast Asia, are enhancing their offshore capabilities and providing a single marine solution for both shipbuilding and offshore. Nearly 90 percent of the ships are made by China, Korea and Japan according to World Shipbuilding Statistics.
The industry has changed supply bases to low cost destinations in the last century. New countries have gained prominence, especially during boom periods. Vessels with less complexity are moving to newer destinations given the relative ease in their manufacture and relatively lower levels of customer loyalty in their purchase. The drivers for such shift in shipbuilding bases are capacity constraints in leading countries and lower shipbuilding costs in the emerging nations. The lower cost comes from inherent economic advantages (e.g. cheap labor) and enabling Government support which could result in a reduction of shipbuilder’s cost (e.g. direct/indirect subsidy) or the ship buyer’s
Annual Report 2019-2020 37 Western Marine Shipyard Limited
cost (e.g. export buyers credit). Countries such as Vietnam and India with inherent economic advantages are well placed to emerge as new players and grab a fair share of the shipbuilding pie.
In Bangladesh now there is a lot of development work is going on. To carry out this development work country needs many ships and barges. Shipbuilding of Bangladesh has more scope to support the development work of the country.
Segment-wise or product-wise performance:
Western Marine Shipyard Limited basically engaged with building Export-oriented ocean going shipbuilding. WMShL build different types of Ships such as Bulk carrier, Container, Tanker, Passenger, Petrol Vessel, Fishing Trawler etc. Product wise performance along with previous year’s comparison is tabulated below:
% of stage of Work % of stage of Work SL Name of the Project completion completion NO. for the period 2019-2020 for the period 2018-2019 ESL 1 93% 88% 2 LCT 73% 68% 3 CPA Tug 74% 68% 4 OSV 5O% 45% 5 MOT 73% 65% 6 BFT 65% 56% 7 NFT 93% 45%
Risks and Concerns:
Every investment is associated with risks. Among those risks some can be averted, others are beyond control. The Board of Directors and Management of the Company are regularly monitoring, assessing and identifying the possible risks and threats to profitability and sustainable growth. Therefore, Investors should take the risk factors into consideration before making any investment decision. This managing risk has been described under corporate governance chapter and the notes to the Financial Statements as well.
Discussion on Cost of Goods Sold, Gross Profit Margin and Net Profit Margin:
Shipbuilding business in the world has ups and downs year by year. Due to that margin of the company faces ups and down year to year. However Cost of Goods Sold, Gross Profit Margin and Net Profit Margin of the company over last five years is given below:
Particulars 2019-2020 2018-2019 2017-2018 2016-2017 2015-2016 Cost of Goods Sold 1,368,546,701 1,845,438,484 1,911,573,056 1,995,792,869 1,919,811,035 Gross Profit Margin 9,118,174,58 1,284,429,246 1,112,710,989 982,751,460 894,164,683 Net Profit Margin 198,086,146 548,098,556 451,144,335 317,682,949 298,962,534
38 Annual Report 2019-2020 Shipyard One Standard
Disclosure of continuity of any Extra-Ordinary gain or loss:
During the year under review there is no any extra ordinary gain or loss in the business.
Basis for related party transactions:
The company has made related party transaction only for business. Details of the related party transactions have enclosed in the Notes to the accounts.
Utilization of proceeds from public Issues, rights issues and/or through any others instruments:
The Company utilized all its fund IPO proceeds. There is no unutilized fund as on closing date of period.
No Significant various have been between Quarterly Annual Financial Statement:
No Significant variations have between Quarterly and financial result of the Company during the year under report, we do not pay any remuneration throughout the year Company was able to maintain a judicious performance both in operation and Financial perspectives.
Directors Declaration as to Financial Statement:
A) The financial Statement together with the notes thereon have drawn up in conformity with the Companies Act 1994 and Securities and Exchanges rules 1987. These Statements presents fairly the Company’s statements of affairs, the result of its operation, cash flow statement and changes in equity.
B) Proper books of accounts of the Company have been maintained.
C) Appropriate Accounting policies have been consistently applied in preparation of the financial statement and that the accounting estimates are based on reasonable and prudent judgment.
D) The International Accounting Standards as applicable in Bangladesh have been followed in preparation of the financial
Annual Report 2019-2020 39 Western Marine Shipyard Limited
Statement.
E) Internal Control System is sound in design and has been effectively implemented and monitored.
F) No significant deviations in operating result compared to last year
G) The summarized key financial performance of the Company of the last five preceding years is annexed.
H) The related party transaction has been disclosed in preparation of the Financial Statement (Note 30)
I) During the year auditors provide qualification our valuation of inventors and emphasis of metters on debtors. Management take due note on this issues
System of Internal Control:
The Company maintains a sound internal control system which gives reasonable assurance against any material misstatement of loss. The internal control framework is regularity reviewed by the audit committee in each meeting which is reported to the board of directors. Furthermore, the Company Executive Committee also reviews the internal control and risk management process on a quarterly basis. The Company has established a separate Internal Audit Department to ensure internal control and compliance are in place .So the system of internal control is sound in design and has been effectively implemented and monitored.
Ability to continue as a Going Concern:
While approving the financial statement, the Directors have made appropriate enquires and analyzed significant operating and indicative financial which enable them to understand the ability of the Company to continue its operation for a foreseeable future. The Directors are convinced and have a reasonable expectation that the company has adequate resources, adequate financial support and legal instruction to continue its operation and finance without interruption. Therefore, the Company adopted the going concern basis in preparing these financial statements.
Year 2019-2020 2018-2019 Particulars Taka Taka
Revenue 2,280,364,159 3,129,867,730 Cost of Shipbuilding (1,368,546,071) (1,845,438,484) Gross Profit 911,817458 1,284,429,246 Operating Expenses Administrative Expenses (31,684,347) (39,149,646) Selling and Marketing Expenses (985,072) (1,412,521) Operating Profit 879,168,039 1,243,867,079 Financial Income 124,950,67 123,562,458 Financial Expenses (782,929,015) (756,241,589) Net Financial Charge (657,978,339) (632,679,131) Net Profit before Tax 221,189,700 611,187,948 Contribution to WPPF (11,059,485) (30,559,397) Taxation Provision Current (5,820,610) (25877472) Deferred (6,223,459) (6,65,523) (12,044,069) (32,529,995) Profit for the period 198,086,146 548,098,556 Other Comprehensive Income - - Total Comprehensive Income 198,086,146 548,098,556
40 Annual Report 2019-2020 One Shipyard One Standard
Operating Results:
(a) Key operating and Financial data for last 5 years:
The Key Operating and Financial data as required herein attached in Annexure D.
(b) Contribution to National Exchequer:
During the year the company has contributed BDT 1.98Million and the last year it was BDT 2.00 Million to the National Exchequer as Income Tax.
(c) Appropriations of Net Profits:
The Directors are pleased to present the financial results for year 2019-2020 and recommend the following appropriations:
During the year 2019-2020, net profit after tax of the company was amounting to Tk. 19.80 crore as compared to Tk. 54.80 crore in the year 2018-2019. However, the company required adequate funds for its expanded slipways and as well as for future growth. Keeping these in views Director would like to report the company financial results for the year that ended on 30th June
Amount in Crore Taka Particulars 2019-2020 2018-2019 Net Profit for the year ended 30th June. 19.80 54.80 Profit brought forward 251.20 195.89 Profit available for appropriation 199.95 250.69 Appropriations: Adjustment for Revaluation reserve 0.50 0.49 Stock Dividend - - Transfer to Retained Earning 199.99 251.20
2020 with the recommendations for appropriation as follows.
Dividend:
The company follows fund need based dividend policy. It considers a fair return to the shareholders while ensuring that the profit retained are invested in the business for expansion, growth and higher profitability. Due to the good performance of the company in the year 2019-2020. The management feels that a fair return should be given to the shareholders from the earnings. Therefore Stock dividend of 2.5%,& .50% cash recommended for ganeral Shareholders.
Board, Board Meetings and Attendance:
There are fourteen Directors of the Board including three Independent
Annual Report 2019-2020 41 Western Marine Shipyard Limited
Directors Name Meetings held Attended Mr. Md. Saiful Islam 8 8 Mr. Md. Sakhawat Hossain 8 8 Capt. Mr. Sohail Hasan 8 8 Mr. Md. Saeedul Islam 8 7 Mr. Arifur Rahman Khan 8 8 Mr. Abu Md. Fazle Rashid 8 8 Mr. Monzur Morshed Chy 8 7 Mr. Shah Alam 8 7 Mr. Md. Abdul Mobin 8 8 Capt. Mr. ABM Fazle Rabbi 8 8 Mr. A.K.M. Rezaur Rahman 8 7 Mr. Mostafizur Rahman 8 5 Mr. Capt. Anam Chowdhury 8 5 Mr. Azfar Ali 8 6
Director in the year 2019-2020 and the following information about board meeting attendance:
Pattern of Shareholders:
The Pattern of Shareholding shall be reported to disclose the aggregate numbers of shares in note 9 of the Financial Statement.
Directors’ Retirement and Re-appointment:
As per the Articles of Association of the company director Mr. Capt. ABM Fazle Rabbi, Mr. Shah Alam, Mr. Arifur Rahman Khan, Mr. Monzur Morshed Chowdhury shall retire in the 20th Annual General Meeting by rotation and being eligible, offer themselves for re-election. Disclosure of information of the Directors who seek appointment/ re- appointment in the upcoming AGM is drawn in Annexure E.
CEO, CFO, HIA and CS:
The company appointed a CEO and Managing Director Capt. Mr. Sohail Hasan, Chief Financial Officer (CFO) Mr. Manash chowdhury, Company Secretary (CS) Mr. Abul Khair LL.B and Head of Internal Audit Mr. Tapas Kumar Das The board clearly defined respective rules, responsibility and duties of each individual.
Attendance of CFO and CS in the Board Meeting:
42 Annual Report 2019-2020 Shipyard One Standard
CFO and CS was invited and attended in each Board Meeting. They contributed significantly their views and opinion to the meetings based on their expertise.
Audit Committee:
The Audit committee as a sub-committee of Board has been constituted in the year of 2014 with the Independent Director as Chairman and two other Directors as member. The Company Secretary acts as Secretary to the committee. Role of the audit
Name Status Meeting Attended Engr. Mustafizur Rahman Chairman 06 06 Mr. Arifur Rahman Khan Member 06 06 Mr. Monzur Morshed Chowdhury Member 06 06
committee as per provision of the BSEC regulation have been duly adopted by the Board. A detail of the activities of the Audit Committee has been provided in “The Role & Activities of the Audit Committee” (Annexure F). The audit committee meeting held 6 times this year and the committee members’ attendance record is disclosed below:
No casual vacancy in the Audit Committee during the year. The Company’s CFO and Head of Internal Audit were invited to audit committee meeting at the discretion of the committee. All other condition was followed by the company for the purpose of Audit Committee.
Nomination and Remuneration Committee:
The NRC as a sub-committee of Board has been constituted in 30 June 2018 with the Independent Director as Chairman and
Name Status Meeting Attended Capt. Mr. Capt. Anam Chowdhury Chairman 02 02 Capt. ABM Fazle Rabbi Member 02 02 Mr. Mohammed Abdul Mobin Member 02 02 Mr. Abul Khair Company 02 02 Secretary
two other Directors as member. The Company Secretary acts as Secretary to the committee. Role of the NRC as per provision of the BSEC regulation have been duly adopted by the Board. A detail of the activities of the NRC has been provided in “The Role & Activities of the NRC” Annexure- G. The NRC meeting held 2 times this year and the committee members’ attendance record is disclosed below:
No casual vacancy in the Nomination and Remuneration Committee during the year. Financial Statements certified by CEO and CFO:
The CEO and CFO certified the Financial Statements after review to the Board and they believed that these statements does not contain any materially untrue statement or omit any material fact or contain statements that might be misleading. Their statement of certification is enumerated in the Annual Report.
Other disclosures and Declarations: The full financial statements are presented in another section of the annual report along with the full notes of disclosures. The CEO &CFO are further pleased to present you the following disclosures and
Annual Report 2019-2020 43 Western Marine Shipyard Limited
declaration:
1) The company got permission for IPO in the year of 2014. 2) From inception the financial results of the company have continued to grow as reflected in the yearly financial statements of the company.
3) During the year the company did not paid any Board meeting attendance fees. 4) All Significant deviations from the previous year in operating results of the Company have been highlighted and reasons thereof have been explained.
5) The Director’s profile has been included in the Annual report as per BSEC guidelines.
Compliance Report on Corporate Governance Guidelines:
As part of its corporate policy company has always endeavored to maintain high standards of compliance in corporate governance. The company’s corporate governance charter, outlined in the corporate governance charter, governs the way the company will be operated and managed and the process in place to ensure high standards of transparency, accountability and integrity.
Compliance Report in Annexure:
We are pleased to confirm that the company has complied with all necessary guidelines in accordance with the requirement of BSEC Notification No SEC/CMRRCD/2006-158/207/Admin/80 dated 3rd June 2018. The Corporate Governance Compliance Report for 2019-2020 is attached (Annexure-C) in Annual Report along with the certificate of Compliance required under the said guidelines.
The company obtained a certificate from Ahmed Zaker & Co.Chartered Accountants, regarding compliance of conditions of corporate governance guidelines of the Commission, which is enclosed in the Annual Report as Annexure B.
Employee Benefits
Apart from the salaries and wages paid to the employees, the company offers other benefits as well. This Includes Bonus, Transport facilities and WPPF etc. WMShL provisioned WPPF fund accordingly in the said year.
Acknowledgement:
The Board of Directors would like to express their sincere appreciation to all employees of the company who exemplified the WMShL spirit of putting the patience and customer first. All of
44 Annual Report 2019-2020 One Shipyard One Standard
them worked vigorously within the constraints to provide appropriate service, ensure product quality, and without pride & prejudice.
The board also recognizes the contributions received from banks & financial institutions, insurance companies, National Board of Revenue (NBR), Bangladesh Securities and Exchange Commission (BSEC), Dhaka Stock Exchange Limited (DSE), Chittagong Stock Exchange Limited (CSE), CDBL, various government authorities, suppliers, vendor, contractor, customers, end users, different medias and lastly the individual and agencies who have helped us accomplished what we are today. We are honor bound to continue to uphold this trust that we hold so dear to our heart.
With the support of every one of you and other stakeholders, we excitedly expect even better result in the days coming ahead.
On behalf of the Board,
Md. Saiful Islam
Chairman Western Marine Shipyard Limited.
Annual Report 2019-2020 45
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Annexure - B
Report to the Shareholders of Western Marine Shipyard Limited On Compliance on the Corporate Governance Code (As required under the BSEC Codes of Corporate Governance)
We have examined the compliance status to the Corporate Governance Code by Western Marine Shipyard Limited (‘The Company’) for the year ended on 30th June, 2019. This Code relates to the Notification No. SEC/CMRRCD/2006-158/207/Admin/80, dated 03th June, 2018 of the Bangladesh Securities and Exchange Commission.
Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examina- tion was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of the Corporate Governance Code.
This is a scrutiny and verification and an independent audit on compliance of the conditions of the Corpo- rate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by 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 Standard (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 satisfactory.
Place: Chattogram Ahmed Zaker & Co. Dated:29th November, 2020 Chartered Accountants Signed By: Arup Chowdhury FCA Partner
Annual Report 2019-2020 47 Western Marine Shipyard Limited
Annexure - C As per condition No. 1 [(5) (xxvii)] Western Marine Shipyard limited Status of compliance with the conditions imposed by the Commission’s Notification No. BSEC/CMRRCD/2006-158/207/Ad- min/80 dated 03th June, 2018 issued under section 2CC of the Securities and Exchange Ordinance, 1969:
(Report under condition No. 9.00)
Status of Compliance with The Corporate Governance Condition No. Title Code (CGC) Remarks (if any) Not Complied Complied 1 Board of Directors
Size of the Board of Directors The Western Marine Shipyard Limited The total number of members of a 1(1) - Board is comprised of company’s Board of Directors (hereinafter 14 (Fourteen) referred to as “Board”) shall not be less than Directors. 5 (five) and more than 20 (twenty).
1(2) Independent Directors At least one-fifth (1/5) of the total number of There are three (03) 1(2)(a) directors in the company’s Board shall be - Independent Directors independent directors; in the WMShL Board.
1(2)(b) “Independent director” means a director-
Who either does not hold any share in the The Independent company or holds less than one percent (1%) 1(2)(b)(i) - Directors have declared shares of the total paid-up shares of the their compliances. company; Who is not a sponsor of the company or is not connected with the company’s any sponsor or director or nominated director or shareholder of the company or any of its associates, sister concerns, subsidiaries and 1(2)(b)(ii) parents or holding entities who holds one - Do percent (1%) or more shares of the total paid- up shares of the company on the basis of family relationship and his or her family members also shall not hold above mentioned shares in the company; Who has not been an executive of the 1(2)(b)(iii) company in immediately preceding 2 (two) - Do financial year; Who does not have any other relationship, whether pecuniary or otherwise, with the 1(2)(b)(iv) - Do company of its subsidiary / associated companies;
48 Annual Report 2019-2020 One Shipyard One Standard
Status of Compliance with The Corporate Governance Condition No. Title Code (CGC) Remarks (if any) Not Complied Complied Who is not a member or TREC (Trading 1(2)(b)(v) Right Entitlement Certificate) holder, director - Do or officer of any stock exchange;
Who is not a shareholder, director excepting independent director or officer of any 1(2)(b)(vi) - Do member or TREC holder of stock exchange or an intermediary of the capital market; Who is not a partner or an executive or was not a partner or an executive during the preceding 3 (three) years of the concerned 1(2)(b)(vii) company’s statutory audit firm or audit firm - Do engaged in internal audit services or audit firm conducting special audit or professional certifying compliance of this Code; Who is not an independent director in more 1(2)(b)(viii) - Do than 5 (five) listed companies;
Who has not been convicted by a court of competent jurisdiction as a defaulter in The Independent 1(2)(b)(ix) payment of any loan or any advance to a bank - Directors have declared or a Non-Bank Financial Institution (NBFI); their compliances. and Who has not been convicted for a criminal 1(2)(b)(x) - Do offence involving moral turpitude;
The independent director(s) shall be appointed by the Board and approved by the 1(2)(c) - In Practice shareholders in the Annual General Meeting (AGM); The post of independent director(s) cannot There was no vacancy 1(2)(d) remain vacant for more than 90 (ninety) days; - in the position of and Independent Director. The tenure of office of an independent director shall be for a period of 3 (three) years, which may extend for 1 (one) tenure only: Provided that a former independent director may be considered for reappointment for 1(2)(e) another tenure after a time gap of one tenure, - Do i.e. three years from his or her completion of consecutive two tenures [i.e. six year) Provided further that the independent director shall not be subject to retirement by rotation as per the ‡Kv úvwb AvBb, 1994 (1994 mv‡ji 18 bs AvBb) (Companies Act, 1994).
Annual Report 2019-2020 49 Western Marine Shipyard Limited
Status of Compliance with The Corporate Governance
Condition No. Title Code (CGC) Remarks (if any) Not Complied Complied 1(3) Qualification of Independent Director
Independent Director shall be a The qualification and knowledgeable individual with integrity who background of is able to ensure compliance with financial 1(3)(a) - Independent laws, regulatory requirements and corporate Directors justify their laws and can make meaningful contribution ability as such. to the business; 1(3)(b) Independent Director shall have the following qualifications:
Business Leader who is or was a promoter or director of an unlisted company having minimum paid-up capital of Tk. 100.00 1(3)(b)(i) - - million or any listed company or a member of
any national or international chamber of commerce or business association; or
Corporate Leader who is or was a top-level executive not lower than Chief Executive Officer or Managing Director or Deputy Managing Director or Chief Financial Officer or Head of Finance or Accounts or Company 1(3)(b)(ii) Secretary or Head of Internal Audit and - - Not Applicable Compliance or Head of Legal Service or a candidate with equivalent position of an unlisted company having minimum paid up capital of Tk. 100.00 million or of a listed company; or Former official of government or statutory or autonomous or regulatory body in the
position not below 5th Grade of the national 1(3)(b)(iii) - - Not Applicable pay scale, who has at least educational background of bachelor degree in economics or commerce or business or law; or
University Teacher who has educational 1(3)(b)(iv) background in Economics or Commerce or - - Not Applicable Business Studies or Law; or Professional who is or was an advocate practicing at least in the High Court Division of Bangladesh Supreme Court or a Chartered Accountant or Cost and Management 1(3)(b)(v) Accountant or Chartered Financial Analyst or - - Not Applicable Chartered Certified Accountant or Certified Public Accountant or Chartered Management Accountant or Chartered Secretary or equivalent qualification; The independent director shall have at least 1(3)(c) 10 (ten) years of experiences in any field - - mentioned in clause 1(3)(b)(i) to (v); In special cases, the above qualifications or 1(3)(d) experiences may be relaxed subject to prior Not Applicable approval of the Commission.
50 Annual Report 2019-2020
One Shipyard One Standard
Status of Compliance with The Corporate Governance Condition No. Title Code (CGC) Remarks (if any) Not Complied Complied 1(4) Duality of Chairperson of the Board of Directors and Managing Director or Chief Executive Officer The positions of the Chairperson of the Board and the Managing Director (MD) Chairman of the Board and/or Chief Executive Officer (CEO) of the - and MD/CEO are 1(4)(a) company shall be filled by different different individuals. individuals; The Managing Director (MD) and/or Chief Executive Officer (CEO) of a listed company 1(4)(b) - - shall not hold the same position in another listed company; The Chairperson of the Board shall be elected 1(4)(c) from among the non-executive directors of - - the company; The Board shall clearly define respective roles 1(4)(d) and responsibilities of the 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 of themselves from non-executive directors as Chairperson for that particular Board’s - - 1(4)(e) meeting; the reason of absence of the regular Chairperson shall be duly recorded in the minutes. 1(5) Directors’ Report to Shareholders
The Directors’ report Industry outlook and possible future 1(5)(i) - complies with the developments in the industry; guidelines. 1(5)(ii) Segment-wise or product-wise performance; - Do Risks and concerns including internal and 1(5)(iii) external risk factors, threat to sustainability - Do and negative impact on environment, if any; A discussion on Cost of Goods sold, Gross 1(5)(iv) profit Margin and Net Profit Margin where - Do applicable; A discussion on continuity of any 1(5)(v) extraordinary activities and their implications - Do (gain or loss); A detailed discussion on related party transactions along with a statement showing 1(5)(vi) amount, nature of related party, nature of - Do transactions and basis of transactions of all related party transactions; A statement of utilization of proceeds raised 1(5)(vii) through public issues, rights issues and/or - Do any other instruments;
Annual Report 2019-2020 51 Western Marine Shipyard Limited
Status of Compliance with The Corporate Governance Condition No. Title Code (CGC) Remarks (if any) Not Complied Complied An explanation if the financial results deteriorate after the company goes for Initial 1(5)(viii) Public Offering (IPO), Repeat Public - Do Offering (RPO), Rights Offer, Direct Listing, etc.; An explanation on any significant variance that occurs between Quarterly Financial 1(5)(ix) - Do performances and Annual Financial Statements; A statement of remuneration paid to the 1(5)(x) - Do directors including Independent Directors; A statement that the financial statements prepared by the management of the company 1(5)(xi) present fairly its state of affairs, the result of - Do its operations, cash flows and changes in equity; A statement that proper books of account of 1(5)(xii) - Do the issuer company have been maintained; A statement that appropriate accounting policies have been consistently applied in 1(5)(xiii) preparation of the financial statements and - Do that the accounting estimates are based on reasonable and prudent judgment; A statement that International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS), as applicable in 1(5)(xiv) Bangladesh, have been followed in - Do preparation of the financial statements and any departure there from has been adequately disclosed; A statement that the system of internal 1(5)(xv) control is sound in design and has been - Do effectively implemented and monitored; A statement that minority shareholders have been protected from abusive actions by, or in 1(5)(xvi) the interest of, controlling shareholders acting - - Not Applicable either directly or indirectly and have effective means of redress; A statement that there is no significant doubt upon the issuer company’s ability to continue The Directors’ report 1(5)(xvii) as a going concern, if the issuer company is - complies with the not considered to be a going concern, the fact guidelines. along with reasons there of shall be disclosed; An explanation that significant deviations from the last year’s operating results of the 1(5)(xviii) - - Not Applicable issuer company shall be highlighted and the reasons thereof shall be explained;
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Status of Compliance with The Corporate Governance Condition No. Title Code (CGC) Remarks (if any) Not Complied Complied A statement where key operating and The Directors’ report 1(5)(xix) financial data of at least preceding 5 (five) - complies with the years shall be summarized; guidelines.
Dividend has been An explanation on the reasons if the issuer declared and details are 1(5)(xx) company has not declared dividend (cash or - mentioned in the stock) for the year; Directors’ Report.
Board’s statement to the effect that no bonus As confirmed in the 1(5)(xxi) share or stock dividend has been or shall be - Directors’ Report. declared as interim dividend;
The total number of Board meetings held Disclosed in the 1(5)(xxii) during the year and attendance by each - Directors’ Report. director;
A report on the pattern of shareholding disclosing the aggregate number of shares (along with 1(5)(xxiii) name-wise details where stated below) held by: - Parent or Subsidiary or Associated 1(5)(xxiii)(a) Companies and other related parties (name- - - wise details);
Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of 1(5)(xxiii)(b) Internal Audit and Compliance and their - - spouses and minor children (name-wise details);
1(5)(xxiii)(c) Executives (name wise details); and - - Shareholders holding ten percent (10%) or 1(5)(xxiii)(d) more voting interest in the company (name- - - wise details); In case of the appointment or reappointment of a director, a disclosure on the following 1(5)(xxiv) information to the shareholders: -
Disclosed in the 1(5)(xxiv)(a) A brief resume of the director; - Annual Report
Nature of his or her expertise in specific 1(5)(xxiv)(b) - Do functional areas; and
Names of companies in which the person 1(5)(xxiv)(c) also holds the directorship and the - Do membership of committees of the Board;
Annual Report 2019-2020 53 Western Marine Shipyard Limited
Status of Compliance with The Corporate Governance Condition No. Title Code (CGC) Remarks (if any) Not Complied Complied A Management’s Discussion and Analysis signed by CEO or MD presenting detailed analysis of 1(5)(xxv) the company’s position and operations along with a brief discussion of changes in the financial statements, among others, focusing on: Accounting policies and estimation for 1(5)(xxv)(b) - - preparation of financial statements; Changes in accounting policies and estimation, if any, clearly describing the effect 1(5)(xxv)(b) on financial performance or results and - - financial position as well as cash flows in absolute figure for such changes; comparative analysis (including effects of inflation) of financial performance or results and financial position as well as cash flows 1(5)(xxv)(c) - - for current financial year with immediate preceding five years explaining reasons thereof; Compare such financial performance or 1(5)(xxv)(d) results and financial position as well as cash - - flows with the peer industry scenario; Briefly explain the financial and economic 1(5)(xxv)(e) - - scenario of the country and the globe; Risks and concerns issues related to the 1(5)(xxv)(f) financial statements, explaining such risk and - - concerns mitigation plan of the company; and Future plan or projection or forecast for company’s operation, performance and 1(5)(xxv)(g) financial position, with justification thereof, - - i.e., actual position shall be explained to the shareholders in the next AGM; Declaration or certification by the CEO and CEO and CFO the CFO to the Board as required under certified to the Board 1(5)(xxvi) - condition No. 3(3) shall be disclosed as per regarding financial Annexure-A; and statements. The report as well as certificate regarding compliance of conditions of this Code as Certified by Ahmed 1(5)(xxvii) required under condition No. 9 shall be - Zaker & Co.; Chartered disclosed as per Annexure-B and Annexure-C. Accountants. 1(6) Meetings of the Board of Directors:
The company shall conduct its Board meetings and record the minutes of the meetings as well as keep required books and records in line with the provisions of the 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 Code.
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Status of Compliance with The Corporate Governance Condition No. Title Code (CGC) Remarks (if any) Not Complied Complied 1(7) Code of Conduct for the Chairperson, other Board members and Chief Executive Officer:
The Board shall lay down a code of conduct, based on the recommendation of the Nomination and Remuneration Committee (NRC) at condition No. 6, for the - - 1(7)(a) Chairperson of the Board, other board members and Chief Executive Officer of the company; The code of conduct as determined by the NRC shall be posted on the website of the company including, among others, prudent conduct and behavior; confidentiality; conflict 1(7)(b) - - of interest; compliance with laws, rules and regulations; prohibition of insider trading; relationship with environment, employees, customers and suppliers; and independency. 2 Governance of Board of Directors of Subsidiary Company: - Provisions relating to the composition of the Western Marine Board of the holding company shall be made Shipyard Limited does 2(a) - - applicable to the composition of the Board of not have any subsidiary the subsidiary company; company. At least 1 (one) independent director on the Board of the holding company shall be a 2(b) - - Not Applicable director on the Board of the subsidiary company; The minutes of the Board meeting of the subsidiary company shall be placed for review 2(c) - - Do at the following Board meeting of the holding company; The minutes of the respective Board meeting of the holding company shall state that they 2(d) - - Do have reviewed the affairs of the subsidiary company also; The Audit Committee of the holding company shall also review the financial 2(e) - - Do statements, in particular the investments made by the subsidiary company.
Managing Director (MD) or Chief Executive Officer (CEO), Chief Financial Officer (CFO), 3(1) Head of Internal Audit and Compliance (HIAC) and Company Secretary (CS): -
The Board shall appoint a Managing Director The Company has duly (MD) or Chief Executive Officer (CEO), a appointed the MD, 3(1)(a) Company Secretary (CS), a Chief Financial - CFO, CS and Head of Officer (CFO) and a Head of Internal Audit Internal Audit. and Compliance (HIAC);
Annual Report 2019-2020 55 Western Marine Shipyard Limited
Status of Compliance with The Corporate Governance Condition No. Title Code (CGC) Remarks (if any) Not Complied Complied The positions of the Managing Director (MD) or Chief Executive Officer (CEO), The MD, CFO, CS and Company Secretary (CS), Chief Financial Head of Internal Audit 3(1)(b) - Officer (CFO) and Head of Internal Audit are Different and Compliance (HIAC) shall be filled by Individuals. different individuals; The MD or CEO, CS, CFO and HIAC of a listed company shall not hold any executive 3(1)(c) - In Practice position in any other company at the same time; The roles, responsibilities and duties of MD, CFO, The Board shall clearly define respective 3(1)(d) CS and HIAC are roles, responsibilities and duties of the CFO, - clearly defined which the HIAC and the CS; have been approved by Board as per BSEC notification.
The MD or CEO, CS, CFO and HIAC shall 3(1)(e) not be removed from their position without approval of the Board as well as immediate - In Practice dissemination to the Commission and stock exchange(s).
3(2) Requirement to attend Board of Directors’ Meetings
The MD or CEO, CS, CFO and HIAC of the company shall attend the meetings of the Board: Provided that the CS, CFO and/or the HIAC - In Practice shall not attend such part of a meeting of the Board which involves consideration of an agenda item relating to their personal matters.
Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial 3(3) Officer (CFO)
The MD or CEO and CFO shall certify to the Board that they have reviewed financial statements for the 3(3)(a) year and that to the best of their knowledge and belief: These statements do not contain any materially untrue statement or omit any 3(3)(a)(i) - In Practice material fact or contain statements that might be misleading; and These statements together present a true and fair view of the company’s affairs and are in 3(3)(a)(ii) - In Practice compliance with existing accounting standards and applicable laws;
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Status of Compliance with The Corporate Governance Condition No. Title Code (CGC) Remarks (if any) Not Complied Complied The MD or CEO and CFO shall also certify that there are, to the best of knowledge and belief, no transactions entered into by the 3(3)(b) company during the year which are - In Practice fraudulent, illegal or in violation of the code of conduct for the company’s Board or its members; The certification of the MD or CEO and Disclosed in the 3(3)(c) - CFO shall be disclosed in the Annual Report. Annual Report. 4 Board of Directors’ Committee: - Already in place. The 4(i) Audit Committee; and - TOR of AC is available. Already in place. The 4(ii) Nomination and Remuneration Committee. - TOR of AC is available. 5 Audit Committee: - 5(1) Responsibility to the Board of Directors. 5(1)(a) The company shall have an Audit Committee - Already in place as a sub-committee of the Board; The Audit Committee shall assist the Board in ensuring that the financial statements 5(1)(b) reflect true and fair view of the state of affairs - In Practice of the company and in ensuring a good monitoring system within the business; The Audit Committee shall be responsible to 5(1)(c) the Board; the duties of the Audit Committee - Do shall be clearly set forth in writing. 5(2) Constitution of the Audit Committee The Audit Committee The Audit Committee shall be composed of 5(2)(a) - is composed of 3 at least 3 (three) members; (Three) members. The members of the The Board shall appoint members of the Audit Committee are Audit Committee who shall be non-executive appointed by the Board 5(2)(b) directors of the company excepting - who are Directors and Chairperson of the Board and shall include at which includes one least 1 (one) independent director; Independent Director Based on the academic qualification and professional experiences, the Board reviewed and All members of the audit committee should considered that all the be “financially literate” and at least 1 (one) existing members of 5(2)(c) member shall have accounting or related - the Audit Committee financial management background and 10 are “Financially (ten) years of such experience; Literate” and they have “Related Financial Management experience” as per BSEC notification.
Annual Report 2019-2020 57 Western Marine Shipyard Limited
Status of Compliance with The Corporate Governance Condition No. Title Code (CGC) Remarks (if any) Not Complied Complied When the term of service of any Committee member expires or there is any circumstance causing any Committee member to be unable to hold office before expiration of the term of service, thus making the number of the Committee members to be lower than the The Board appointed
5(2)(d) prescribed number of 3 (three) persons, the - Audit Committee Board shall appoint the new Committee member in due time. member to fill up the vacancy immediately or not later than 1 (one) month from the date of vacancy in the Committee to ensure continuity of the performance of work of the Audit Committee; The company secretary shall act as the 5(2)(e) - In Practice secretary of the Committee; The quorum of the Audit Committee meeting 5(2)(f) shall not constitute without at least 1 (one) - In Practice independent director. 5(3) Chairperson of the Audit Committee Engr. Mustafizur The Board shall select 1 (one) member of the Rahman has been Audit Committee to be Chairperson of the 5(3)(a) - appointed as ID who is Audit Committee, who shall be an also Chairperson of independent director; Audit Committee. In the absence of the Chairperson of the Audit Committee, the remaining members may elect one of themselves as Chairperson for that particular meeting, in that case there No such case in the 5(3)(b) shall be no problem of constituting a quorum - year. 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 General Meeting (AGM): Provided that in absence of Chairperson of To attend the the Audit Committee, any other member - 5(3)(c) from the Audit Committee shall be selected forthcoming AGM. to be present in the annual general meeting (AGM) and reason for absence of the Chairperson of the Audit Committee shall be recorded in the minutes of the AGM. 5(4) Meeting of the Audit Committee The Audit Committee shall conduct at least its four meetings in a financial year: Provided that any emergency meeting in 5(4)(a) - In Practice addition to regular meeting may be convened at the request of any one of the members of the Committee;
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Status of Compliance with The Corporate Governance Condition No. Title Code (CGC) Remarks (if any) Not Complied Complied The quorum of the meeting of the Audit Committee shall be constituted in presence of either two members or two third of the 5(4)(b) - In Practice members of the Audit Committee, whichever is higher, where presence of an independent director is a must. 5(5) Role of Audit Committee The Audit Committee shall: - 5(5)(a) Oversee the financial reporting process; - In Practice Monitor choice of accounting policies and 5(5)(b) - Do principles; Monitor Internal Audit and Compliance process to ensure that it is adequately 5(5)(c) resourced, including approval of the Internal - Do Audit and Compliance Plan and review of the Internal Audit and Compliance Report; Oversee hiring and performance of external 5(5)(d) - Do auditors; Hold meeting with the external or statutory auditors for review of the annual financial 5(5)(e) - Do statements before submission to the Board for approval or adoption; Review along with the management, the 5(5)(f) annual financial statements before submission - Do to the Board for approval; Review along with the management, the 5(5)(g) quarterly and half yearly financial statements - Do before submission to the Board for approval;
Review the adequacy of internal audit 5(5)(h) - Do function; Review the Management’s Discussion and 5(5)(i) Analysis before disclosing in the Annual - Do Report;
Review statement of all related party 5(5)(j) - Do transactions submitted by the management; Review Management Letters or Letter of 5(5)(k) Internal Control weakness issued by statutory - Do auditors;
Oversee the determination of audit fees based on scope and magnitude, level of expertise 5(5)(l) deployed and time required for effective audit - Do and evaluate the performance of external auditors; and
Annual Report 2019-2020 59 Western Marine Shipyard Limited
Status of Compliance with The Corporate Governance Condition No. Title Code (CGC) Remarks (if any) Not Complied Complied Oversee whether the proceeds raised through Initial Public Offering (IPO) or Repeat Public There was no Offering (RPO) or Rights Share Offer have 5(5)(m) - IPO/RPO/Rights been utilized as per the purposes stated in Issue in 2019-2020. relevant offer document or prospectus approved by the Commission. 5(6) Reporting of the Audit Committee 5(6)(a) Reporting to the Board of Directors The Audit Committee shall report on its 5(6)(a)(i) - In Practice activities to the Board. 5(6)(a)(ii) The Audit Committee shall immediately report to the Board on the following findings, if any: - There was no reportable case of 5(6)(a)(ii)(a) Report on conflicts of interests; - - conflict of interest in the year 2018- 2019. Suspected or presumed fraud or irregularity or material defect identified in the internal No such incidence 5(6)(a)(ii)(b) - - audit and compliance process or in the arose financial statements; Suspected infringement of laws, regulatory 5(6)(a)(ii)(c) compliances including securities related laws, - - Do rules and regulations; and Any other matter which the Audit Committee 5(6)(a)(ii)(d) deems necessary shall be disclosed to the - - Do Board immediately; 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 No such reportable 5(6)(b) - - Committee finds that such rectification has incidence arose. been unreasonably ignored, the Audit 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 The Audit Report on activities carried out by the Audit Committee report is Committee, including Any report made to the disclosed in the Annual 5(7) - Board under condition No. 5(6)(a)(ii) above Report and signed by during the year, shall be signed by the the Chairperson of the Chairperson of the Audit Committee and Audit Committee. disclosed in the annual report of the issuer company.
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Status of Compliance with The Corporate Governance Condition No. Title Code (CGC) Remarks (if any) Not Complied Complied 6(2) Constitution of the NRC The Committee shall comprise of at least The NRC is 6(2)(a) three members including an independent - composed of 4 (four) director; members. All members of the Committee shall be non- 6(2)(b) - In practice executive directors; The NRC members are Members of the Committee shall be 6(2)(c) - appointed by the nominated and appointed by the Board; Board. The Board shall have authority to remove and 6(2)(d) - In practice appoint any member of the Committee;
In case of death, resignation, disqualification, or removal of any member of the Committee The Board appointed or in any other cases of vacancies, the board 6(2)(e) - NRC member in due shall fill the vacancy within 180 (one hundred time. eighty) days of occurring such vacancy in the Committee; The Chairperson of the Committee may appoint or co-opt any external expert and/or member(s) of staff to the Committee as advisor who shall be non-voting member, if No such occurrence 6(2)(f) - - the Chairperson feels that advice or during the year. suggestion from such external expert and/or member(s) of staff shall be required or valuable for the Committee;
The company secretary shall act as the 6(2)(g) - In practice secretary of the Committee;
The quorum of the NRC meeting shall not 6(2)(h) constitute without attendance of at least an - In practice independent director;
No member of the NRC shall receive, either directly or indirectly, any remuneration for 6(2)(i) any advisory or consultancy role or otherwise, - In practice other than Director’s fees or honorarium from the company.
6(3) Chairperson of the NRC
Capt. Anam Chowdhury has been The Board shall select 1 (one) member of the appointed as 6(3)(a) NRC to be Chairperson of the Committee, - Independent Director who shall be an independent director; who is also Chairperson of NRC.
Annual Report 2019-2020 61 Western Marine Shipyard Limited
Status of Compliance with The Corporate Governance Condition No. Title Code (CGC) Remarks (if any) Not Complied Complied In the absence of the Chairperson of the NRC, the remaining members may elect one of themselves as Chairperson for that No such case in the 6(3)(b) - particular meeting, the reason of absence of year. the regular Chairperson shall be duly recorded in the minutes; The Chairperson of the NRC shall attend the annual general meeting (AGM) to answer the To attend the 6(3)(c) queries of the shareholders: forthcoming AGM. Provided that in absence of Chairperson of 6(4) Meeting of the NRC The NRC shall conduct at least one meeting 6(4)(a) - In practice in a financial year; The Chairperson of the NRC may convene No such case in the 6(4)(b) any emergency meeting upon request by any - year. 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 6(4)(c) - In practice Committee, 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 minutes and 6(4)(d) - In practice 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 6(5)(a) accountable to the Board and to the - In Practice shareholders;
NRC shall oversee, among others, the following matters and make report with 6(5)(b) recommendation to the Board:
Formulating the criteria for determining qualifications, positive attributes and independence of a director 6(5)(b)(a) and recommend a policy to the Board, relating to the remuneration of the directors, top level executive, considering the following: the level and composition of remuneration is reasonable and sufficient to attract, retain and 6(5)(b)(i)(a) - In Practice motivate suitable directors to run the company successfully; the relationship of remuneration to 6(5)(b)(i)(b) performance is clear and meets appropriate - In Practice performance benchmarks; and
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Status of Compliance with The Corporate Governance Condition No. Title Code (CGC) Remarks (if any) Not Complied Complied remuneration to directors, top level executive involves a balance between fixed and 6(5)(b)(i)(c) incentive pay reflecting short and long-term - In Practice performance objectives appropriate to the working of the company and its goals; devising a policy on Board’s diversity taking into consideration age, gender, experience, 6(5)(b)(ii) - In Practice ethnicity, educational background and nationality; identifying persons who are qualified to become directors and who may be appointed 6(5)(b)(iii) in top level executive position in accordance - In Practice with the criteria laid down, and recommend their appointment and removal to the Board; formulating the criteria for evaluation of 6(5)(b)(iv) performance of independent directors and - In Practice the Board; identifying the company’s needs for employees at different levels and identifying the company’s needs for employees at 6(5)(b)(v) - In Practice different levels and determine their selection, transfer or replacement and promotion criteria; and developing, recommending and reviewing 6(5)(b)(vi) annually the company’s human resources and - In Practice training policies; The company shall disclose the nomination The criteria, policy and and remuneration policy and the evaluation activities of NRC are 6(5)(c) - criteria and activities of NRC during the year disclosed in the Annual at a glance in its annual report. Report. 7 External or Statutory Auditors The issuer company shall not engage its external or statutory auditors to perform the following services 7(1) of the company, namely: - appraisal or valuation services or fairness As declared by the 7(1)(i) - opinions; auditor. financial information systems design and 7(1)(ii) - In Practice implementation; book-keeping or other services related to the 7(1)(iii) - Do accounting records or financial statements; 7(1)(iv) broker-dealer services; - Do
7(1)(v) actuarial services; - Do internal audit services or special audit 7(1)(vi) - Do services;
Annual Report 2019-2020 63 Western Marine Shipyard Limited
Status of Compliance with The Corporate Governance Condition No. Title Code (CGC) Remarks (if any) Not Complied Complied any service that the Audit Committee 7(1)(vii) - Do determines; audit or certification services on compliance 7(1)(viii) of corporate governance as required under - Do condition No. 9(1); and any other service that creates conflict of 7(1)(ix) - Do interest. No partner or employees of the external audit firms shall possess any share of the company they audit at least during the tenure of their audit assignment of that company; his or her family members also shall not hold any shares 7(2) in the said company: - Do Provided that spouse, son, daughter, father, mother, brother, sister, son-in-law and daughter-in-law shall be considered as family members. Representative of external or statutory auditors shall remain present in the 7(3) Shareholders’ Meeting (Annual General - Do Meeting or Extraordinary General Meeting) to answer the queries of the shareholders. 8 Maintaining a website by the Company: - The company shall make available the detailed disclosures on its website as required 8(3) - www.wms.com.bd under the listing regulations of the concerned stock exchange(s). 9 Reporting and Compliance of Corporate Governance: - The company shall obtain a certificate from a practicing Professional Accountant or The company obtained Secretary (Chartered Accountant or Cost and the certificate from Management Accountant or Chartered Ahmed Zaker & Co.; Secretary) other than its statutory auditors or Chartered Accountants 9(1) audit firm on yearly basis regarding regarding compliance compliance of conditions of Corporate of conditions of Governance Code of the Commission and Corporate Governance shall such certificate shall be disclosed in the of the Commission. Annual Report. The professional who will provide the A separate agenda to certificate on compliance of this Corporate 9(2) be provided in the Governance Code shall be appointed by the ensuing 20th AGM. shareholders in the annual general meeting. The directors of the company shall state, in Detailed status given at accordance with the Annexure-C attached, in Annexure - C and 9(3) the directors’ report whether the company published in the has complied with these conditions or not. Report.
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Annexure - D
Summary of Key financial performance of the company for last 5 years:
July 2019- July 2018- July 2017- July 2016 - July 2015 - Financial Results June 2020 June 2019 June June 2017 June 2016 2018 Revenue TK 2,280,364,159 3,129,867,730 3,024,284,044 2,978,544,328 2,813,975,718 Gross Profit TK 911,817,458 1,284,429,246 1,112,710,989 982,751,460 894,164,683 % 39.99 41.04 36.79 32.99 31.78 Earning before interest & TAX TK 879,168,039 1,243,867,079 1,070,788,065 939,376,097 851,469,338 (EBIT) % 38.55 39.74 35.41 31.54 30.26 Net Profit after Tax & CWPPWF TK 198,086,146 548,098,556 451,144,335 317,682,949 298,962,534 % 8.69 17.51 14.92 10.67 10.62 Earning per Share (EPS) TK 0.86 2.75 2.71 2.14 2.48 Financial Position: Current Ratio 6.50 7.85 6.05 2.32 4.92 Net Asset Value per share with TK 24.06 30.26 33.02 34.24 39.55 Asset Revaluation Net Asset Value per share without TK 21.13 26.87 28.92 29.61 33.80 Asset Operationg Cash Flow Per Share TK .52 3.01 3.96 2.80 0.93 Paid up Capital TK 2,294,670,923 1,995,366,020 1,662,805,020 1,484,647,340 1,205,070,900
July July July July July July July July 2018- July 2017- 2016 - July 2019- 2018- 2017 - 2016 - 2015 - June 2015 - 2014 - June June June June June June June 2019 June 2018 June July July July July July 2020 2019 2018 2017 2016 2017 2016 2015 2018- 2017- 2016 - 2015 - 2014 - June June June June June 2019 2018 2017 2016 2015 Gross Profit Net Profit after tax & CWPPWF Earning Per Share (EPS)
Annual Report 2019-2020 65 Western Marine Shipyard Limited
Annexure - E
Brief resume of Directors who seeks Appointment/ Re-appointment:
Mr. Md. Saiful Islam
Mr. Md. Saiful Islam is the Chairman of Western Marine Shipyard Limited. He was born in the year 1960. He was graduated from Bangladesh Marine Academy 1979. He is a mariner from U.K. (1985). During his 30 years of business career, he has contribut- ed a lot in business and economic development of our country. Mr. Saiful Islam is the President of Leather Goods & Footwear Manufacturer and Exporter Association of Bangladesh (LFMEAB) and Bangladesh German Chamber of Commerce and Indus- try (BGCCI), he is the Chairman of Design and Technology Center (DTC). Apart from these he is also Chairman of New Western Marine Shipbuilders Ltd., Banga Dredgers Ltd. and IHC WMShL Ltd. and holding the post of Managing Director of Picard Bangladesh Limited (joint ventured German and Bangladeshi leather goods manufacturing and exporting company). Mr. Md. Saiful Islam has been awarded as CIP (export) since 1998 and has the same status till date.
Capt. Sohail Hasan
Capt. Sohail Hasan is a Master Mariner (UK) with a rich Sea career having served several Shipping Companies upon graduating from Bangladesh Marine Academy in 1978. Although born in Bangladesh he has dual residentship being a resident of Singapore as well. Apart from being a Director & the Manging Director of Western Marine Shipyard Ltd. his business diversifies in the Shipping Industry too. He is a well-kown figure for having vast knowledge in shipping business as he used to be widely engaged in ship ownership, chartering and ship management business since 1994.
Capt. Sohail Hasan is a Founder President, Bangladesh Business Chamber of Singapore., Life Member, Singapore Bangladesh Society.
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Mohammed Abdul Mobin
Mohammed Abdul Mobin is a Deputy Managing Director & Director, Western Marine Shipyard Ltd. Mr. Mobin started his career as a Mariner in 1988 & served on-board in numerous foreign oceangoing vessels for 18 years. he is a Class-1 Marine Engineer Certified from UK. He started shore job as a surveyor from 2006 for Maritime Administration of St. Vincent & Grenadines and Panama. He is also a Non-Ex- clusive class Surveyor/Auditor for INSB since 2007. He got introduced as a business person upon his involvement in Western Marine Group in 2005. Mr. Mohammed Abdul Mobin is the Non-exclusive surveyor & Auditor for International Naval Surveys Bureau (I.N.S.B), Greece, he is Member, Institute of Marine Engineering Science and Technology (IMarEST), UK , Incorporated Engineer, Engineering Council, UK. He is the Former General Secretary, Institute of Marine Engineers (IMarEST)- UK, Bangla- desh Branch. Mr. Mohammed Abdul Mobin is the Director, Bangladesh-Myanmar Chamber of Commerce & Industry, Director, International Business Forum of Bangladesh (IBFB), Chittagong Chapter. He is a Member, Chittagong Club Ltd / Shaheen Golf Club Ltd / Chittagong Boat Club Ltd / Comilla Club Ltd
Capt. Abm Fazle Rabbi
Capt. Abm Fazle Rabbi is a Director, Western Marine Shipyard Limited. Capt. ABM Fazle Rabbi is a resourceful and determined Master Mariner (Class-1, Singapore) with proven professional skills. He was born in the year 1971 in Chittagong and completed both MSS and BSS (Hons) in Public Administration from University of Chittagong. He has also completed Advance Diploma in Maritime Transportation from Singapore Polytechnic. Capt. Rabbi has 13 years experience of serving on board in several Ocean-going Vessels since 1993. Life Member, Bangladesh Mercant Marine Officers’ Association. He s a Member, Chittagng Boat Club., Member, Chittagong Chamber of Commerce & Industry., Member, Shaheen Golf and Country Club, Chittagong
Engr. Mostafizur Rahman
Engr. Mostafizur Rahman is a Independent Director, Western Marine Shipyard Limited. Mr. Mostafizur Rahman is a renowned architect in Dhaka. He graduated with a BSc in Civil Engineer from BUET in 1984. He has served a civil engineer in Zeen Limited in Dhaka from 1984 to 1987. Following this, he worked for DESIGN INNOVATIONS as a Structural Engineer.
He then founded ARCHITEKTON in 1989, which a renowned architectural and design firm in Bangladesh. Currently he is serving as the Chairman of this company. Some of Major projects under Mr. Mostafizur’s leadership include Universal Medical College & Hospital in Dhaka, CCDB HOPE CENTER in Gazipur, CARGO VILLAGE at Zia International Airport, 14 stories 2 level basement BOQ apartment building of Bangladesh Army at Dhaka Cantonment and many more. Lastly, Mr. Mostafizur is keen follower of golf and plays on a regular basis. He is also the Founder Member of Cadet College Club.
Annual Report 2019-2020 67 Western Marine Shipyard Limited
Annexure - F
Audit Committee Report: The Audit Committee of Western Marine Shipyard limited, as one of its prime board sub –committee, assists the Board in discharging its governance responsibilities. A brief of the Audit Committee and its roles, responsibilities and functions are as follows:
Compositing and Meeting:
The Audit Committee of Western Marine Shipyard Limited of 01 (One) Independent Director and 02 (two) Directors, All Members possess adequate qualifications as determined in the Corporate governance Guidelines Promulgated by the Bangladesh Securities and Exchange Commission (BSEC).The Committee Includes:
1. Engr. Mustafizur Rahman
2. Mr. Arifur Rahman Khan
3. Mr. Monzur Morshed Chowdhury
The Independent Director Engr. Mustafizur Rahman acts as Chairpersons of the Committee. As per regulatory guidelines, the Company Secretary Mr. Abul Khair LL.B acts as secretary to the committee. The Audit Committee, accordingly, performs in coherence and ensures compliance with the Corporate Governance Guidelines promulgated by the BSEC.
A total of 06 (Six) meetings were held during 2019-2020. Chairman and Managing Director attended in meeting few times as invitee. A record of the Members attendance at Audit committee meeting during 2019-2020 is set out on Directors Report. Permanent invitees to the meetings were the chief Executive Officer, Chief Financial Officer, Head of Internal Audit and Company Secretary. Relevant heads of divisions and other members of the management and internal Audit team also attended the meeting on occasions as required.
Major Responsibilities of the Audit Committee:
The purpose, authority, composition, duties and responsibilities of the Audit Committee are delineated in its Charter. Some of the major responsibilities of the Audit Committee are as follows:
A. Review the annual, half yearly and quarterly financial statements and other financial result, and upon its satisfaction of the review, recommend the same to the Board for approval.
B. Review the adequacy and effectiveness of financial reporting process, internal control system, risk management auditing matters, and the Company’s processes for monitoring compliance with laws and regulations and the code of conduct.
C. Recommend appointment, termination and determination of audit fees for statutory auditor’s considering the scope of work, and oversee and evaluate the works performed by statutory auditors. Review permitted non-audit services performed by statutory auditors.
D. Exercise its oversight of the work of Western Marine Shipyard Limited Internal audit, review the effectiveness of internal audit functions including performance, structure, adequacy of resources, and complementation with professional standards, Examine audit findings and material weakness and monitor implementation of audit action plans.
68 Annual Report 2019-2020
One Shipyard One Standard
Major Activities of the Audit Committee during the reporting period
A. Reviewed and recommended the quarterly and annual Financial Statements for the year ended 30 June 2019.
B. Approved the Internal Audit Plan, monitored the progress and effected revision when necessary.
C. Monitored the status of implementation of audit action plans and provided guidance to ensure timely completion of action plans.
D. Reviewed and recommended related party transactions.
E. Reviewed compliance of Code of Conduct of the Company.
F. Reviewed Management Letter issued by the External Auditors.
G. Reviewed and received report on the matters as per requirement from the Bangladesh Securities and Exchange Commission (BSEC)
H. Reviewed other matter and incident of Significance as Audit Committee Charter.
For and behalf of the Audit Committee of
Western Marine Shipyard Limited.
Engr. Mustafizur Rahman Chairperson Audit Committee
Annual Report 2019-2020 69 Western Marine Shipyard Limited
Annexure - G
Nomination and Remuneration Committee Report: The Nomination and Remuneration Committee of Western Marine Shipyard limited, as one of its prime board sub –committee, assists the Board in discharging its governance responsibilities. A brief of the Nomination and Remuneration Committee and its roles, responsibilities and functions are as follows:
Compositing and Meeting:
The Nomination and Remuneration Committee of Western Marine Shipyard Limited consists of 01 (One) Independent Directors and 02 (two) Directors and company secretary, All Members possess adequate qualifications as determined in the Corporate governance Guidelines Promulgated by the Bangladesh Securities and Exchange Commission (BSEC).The Committee Includes:
1. Capt. Anam Chowdhury.
2. Mr. Mohammed Abdul Mobin.
3. Capt. ABM Fazle Rabbi
4. Mr. Abul Khair
The Independent Directors Capt. Anam Chowdhury acts as Chairpersons of the Committee. As per regulatory guidelines, the Company Secretary Mr. Abul khair LL.B acts as secretary to the committee. The Nomination and Remuneration Committee, accordingly, performs in coherence and ensures compliance with the Corporate Governance Guidelines promulgated by the BSEC.
The committee was formed in the end of 30 June 2020 and 01 (one) meeting was held during 2019-2020. Chairman and Managing Director attended in meeting few times as invitee
Major Responsibilities of the Nomination and Remuneration Committee:
The purpose, authority, composition, duties and responsibilities of the Nomination and Remuneration Committee are delineated in its Charter. Some of the major responsibilities of the Nomination and Remuneration Committee are as follows:
1. The NRC shall assist the Board in formulation of the nomination criteria or policy for determining qualifications, positive attributes, experiences and independence of directors and top level executive as well as a policy for formal process of considering remuneration of directors, top level executive;
Major Activities of the Nomination and Remuneration Committee are:
Since NRC initiated by BSEC by the end of the period, NRC of the company set the following activities of NRC:
NRC shall oversee, among others, the following matters and make report with recommendation to the Board:
70 Annual Report 2019-2020
Shipyard One Standard
1. Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend a policy to the Board, relating to the remuneration of the directors, top level executive, considering the following:
a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate suitable directors to run the company successfully;
b. The relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c. Remuneration to directors, top level executive involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;
2. Devising a policy on Board’s diversity taking into consideration age, gender, experience, ethnicity, educational background and nationality;
3. Identifying persons who are qualified to become directors and who may be appointed in top level executive position in accordance with the criteria laid down, and recommend their appointment and removal to the Board;
4. Formulating the criteria for evaluation of performance of independent directors and the Board;
5. Identifying the company’s needs for employees at different levels and determine their selection, transfer or replacement and promotion criteria
6. Developing, recommending and reviewing annually the company’s human resources and training policies;
For and behalf of the Nomination and Remuneration Committee of
Western Marine Shipyard Limited.
Capt. Anam Chowdhury. Chairperson- Nomination and Remuneration Committee.
Annual Report 2019-2020 71 Western Marine Shipyard Limited
Annexure - H
Auditor’s Report & Financial Statements of Western Marine Shipyard Ltd. for the year ended 30th June 2020 Western Marine Shipyard Limited
INDEPENDENT AUDITORS’ REPORT To The shareholders of Western Marine Shipyard Limited We have audited the financial statements of Western Marine Shipyard Limited (“the Company”), which comprise the Statement of Financial Position as at 30 June 2020, and Statement of profit or loss and other Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information. Qualified Opinion In our opinion, except for the possible effect of the matters described in the Basis of Qualified Opinion paragraph, the financial statement, prepared in accordance with International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS), give a true and fair view of the state of the Company’s affairs as at 30 June 2020, and of the results of its operations and its cash flows for the year then ended and comply with the Companies Act 1994, Securities and Exchange Rules 1987 and other applicable laws and regulations. Basis for qualified opinion • As disclosed in the note no. # 6,in the financial statements, Inventories balance has been shown as Tk. 4,947,976,805resulting from valuation of Inventories at the yearend as certified by the management. Due to inherent limitation involved in performing such valuation to determine market value of inventories held at the reporting date, management used average cost instead of cost and net realizable to value these inventories. Emphasis of matter • Without qualifying our opinion, we draw attention on the matter disclosed: As disclosed in the note no.#5, in the financial statements, trade and other receivable balance has been shown as Tk. 1,918,054,232as confirmed by the management. The Company stated that the amount of tread and other receivables is considered good and will be fully realizable. However, some portion of these receivables is outstanding for long time and recoverability of which is uncertain. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statement of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Chittagong: Gowsia Bhaban (4th Floor), 156,SK.Mujib Road, Badamtoli, Agrabad C/A, Chittagong Tel#031-710451, Mobile# 01711830577,01811892729, E-mail: [email protected].
72 Annual Report 2019-2020
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Western Marine Shipyard Limited Risk Our response to the risk Revenue recognition and subsequent realization During the year, the Company recognized Our audit procedures included the following to test sales revenue of BDT 2,280,364,159 which the design and operating effectiveness of key has seen decreased of BDT 849,503,571 as control focusing on: compared with previous year. Segregation of duties in invoice creation andmodification; All of the company’s revenue is made under Timing of revenue recognition considering sales contract to various parties in different point ofrecognition; countries. Its main product primarily comprises sale of large ship by procuring its Our substantive procedures in relation to the own shipyard. Revenue is recognized at the revenue recognition and measurement comprises percentage of completion method which is thefollowing: certified byengineer. Since sales revenue is used as one of the Obtaining and documenting a thorough primary indicators of the Company in understanding of the complete procedures measuring its financial performance, we followed and controls performed by the identified sales revenue as one of our key Company from initiation of proforma invoice audit matters to be emphasized during our (PI) to realization of export proceeds. audit. Inspecting selected sample sales transactions recognized during the year with In addition, as all sales are denominated in source documents to verify occurrence and foreign currency in US Dollar, this also accuracy of recorded salesrevenue. would lead to an inherent risk due to the Performing reconciliation of sales revenue use of inappropriate foreign exchange rate. recognized during the year with monthly Value Added Tax returns submitted to VATauthority. Critically assessing appropriateness of any manually posted journal entries and identifying any unusual or irregular adjustmentsmade; Finally assessing theappropriateness and presentation of disclosure notes with IFRS 15: Revenuefrom contracts with customers. See note no. 16.00 to the financial statements Valuation of Property, Plant and Equipment (PPE) The Company recognized PPE amounted to BDT Our audit procedures adopted during our 11,912,441,969at carrying value and revalued amount audit to address these risks identified as in applicable cases as on 30 June 2020. comprise the following: Obtaining and documenting an The Company’s policy is to recognize property, plant understanding regarding and equipment at cost less cumulative depreciation procurement procedures followed except land and land development and building and and key controls applied by the other construction which are measured at revalued Company. amount less depreciation. Inspecting supporting evidence of acquisition made on sample selected during the year toverify accuracy of recorded cost and Shipyard One Standard
Risk Our response to the risk
As determining rate of depreciation involves Ownership of acquired assets to the
management judgment and estimation uncertainly, Company.
there is inherent risk of material misstatement that this Reviewing component of
rate might not reflect pattern of use of those assets. acquisition costs capitalized to
Also, as PPEs are subject to impairment when there are identify whether any items of
apparent indicators exist, there would be risk that revenue expenditure was included
impairment loss might not be recognized by the withincosts;
Company. Physically inspected assets located
at factory to verify their existence
and assess condition of use during
ouraudit;
Assessing the appropriatenessof
presentation and adequacy of
disclosures with relevant IFRSs.
See note no. 3.00 to the financial statements
Measurement of deferred tax liability
The net deferred tax liability totaling Tk. 59,052,195as We additionally carried out the following
at 30 June, 2020. substantive testing for this item:
We obtained an understanding,
Significant judgment is required in relation to evaluated the design and tested the
deferred tax liabilities as it is dependent on forecasts operational effectiveness of the
of future profitability over a number of years. company’s key controls over the
recognition and measurement of
deferred tax liabilities and the
assumptions used in estimating the
company’s future taxableincome.
We involved tax specialists to
assess key assumptions, controls,
recognition and measurement of
deferred taxliabilities.
We also assessed the
appropriateness of presentationof
disclosures against IAS-12 income
tax.
Chittagong: Gowsia Bhaban (4th Floor), 156,SK.Mujib Road, Badamtoli, Agrabad C/A, Chittagong Tel#031-710451, Mobile# 01711830577,01811892729, E-mail: [email protected].
Annual Report 2019-2020 74 Western Marine Shipyard Limited
Western Marine Shipyard Limited Other Information Management is responsible for the other information. The other information comprises all of the information in the annual report other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information we are required to report that fact. We have nothing to report in this regard. Responsibilities of Management and Those Charged with Governance for the Financial Statements and Internal Controls Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRSs, the Companies Act 1994, the Securities and Exchange Rules 1987 and other applicable laws and regulations and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The companies Act, 1994 require the management to ensure effective internal audit, internal control and risk management factions of the company. In preparing the financial statements , management is responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting process. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in circumstances. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of management’s use of the going concern basis accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
Chittagong: Gowsia Bhaban (4th Floor), 156,SK.Mujib Road, Badamtoli, Agrabad C/A, Chittagong Tel#031-710451, Mobile# 01711830577,01811892729, E-mail: [email protected].
75 Annual Report 2019-2020
Western Marine Shipyard Limited
cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosers are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and event in a manner •that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the financial statement we are responsible for the •direction, supervision and performance of the group audit. We solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on other Legal and Regulatory Requirements In accordance with the Companies Act 1994, and the Securities and Exchange Rules 1987 and relevant notifications issued by Bangladesh Securities and Exchange Commission, we also report that: a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof;
b) In our opinion, proper books of accounts, records and other statutory books as required by law have been kept by the Company so far as it appeared from our examinations of those books and proper returns adequate for the purpose of our audit have been received from branches not visited by us;
c) The information and explanations required by us have been received and found satisfactory;
d) The statement of Financial Position, Statement of profit or loss and other Comprehensive Income and Statement of Changes in Equity and Statement of Cash Flows of the Company dealt with by the report are in agreement with the books of account and returns;
e) The expenditure was incurred for the purpose of the Company’s business.
Chittagong: Gowsia Bhaban (4th Floor), 156,SK.Mujib Road, Badamtoli, Agrabad C/A, Chittagong Tel#031-710451, Mobile# 01711830577,01811892729, E-mail: [email protected].
76 Annual Report 2019-2020 One Shipyard One Standard
WESTERN MARINE SHIPYARD LIMITED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2020 30-Jun-20 30-Jun-19 Taka Taka
ASSETS Note(s)
NON CURRENT ASSETS: 12,714,592,634 10,739,615,749 Property, Plant & Equipment - net 3 11,912,441,969 10,012,071,960 Investment 4 8,877,000 8,877,000 Due from affiliated companies 2.18, 11 793,273,665 718,666,789
CURRENT ASSETS: 9,686,901,987 9,370,717,922 Trade & Other Receivable 5 1,918,054,232 2,864,346,486 Inventories 6 4,947,976,805 3,642,680,992 Prepayments, Deposits and Advances 7 2,627,328,124 2,584,910,500 Cash and Cash Equivalents 8 193,542,826 278,779,944
TOTAL ASSETS Taka 22,401,494,621 20,110,333,671
SHAREHOLDERS' EQUITY & LIABILITIES:
SHAREHOLDERS' EQUITY: 5,520,829,152 6,038,230,520 Share Capital 9.2 2,294,670,923 1,995,366,020 Share Premium 9.5 554,976,417 854,281,320 Revaluation Reserve 2.5, 3 671,584,036 676,564,117 Retained Earnings 1,999,597,777 2,512,019,063
LIABILITIES : NON CURRENT LIABILITIES: 14,188,463,353 12,878,680,719 Term Loan - Non Current Portion 10 14,129,411,159 12,825,851,984 Deferred Tax Liability 2.12.2, 12 59,052,195 52,828,736
CURRENT LIABILITIES: 2,692,202,113 1,193,422,431 Term Loan - Current portion 10 567,279,272 572,832,637 Provision for Current Tax 13.2 144,096,639 138,276,029 Provision for WPPF 13.3 47,029,337 30,559,397 Provision for Warrenty 13.1 36,392,468 38,744,213 Bank OD/CC - Short Term Loan 14 1,790,736,969 308,747,397 Trade & Other Payable 15 106,667,428 104,262,757
TOTAL SHAREHOLDERS' EQUITY & LIABILITIES Taka 22,401,494,621 20,110,333,671 Net Assets Value Per Share With Assets Revaluation 24 24.06 30.26 Net Assets Value Per Share With Assets Revaluation (Restated) 26.31 Net Assets Value Per Share Without Assets Revaluation 24 21.13 26.87 Net Assets Value Per Share Without Assets Revaluation (Restated) 23.37
The accounting policies and explanatory notes are an integral part of the Financial Statements.
MANAGING DIRECTOR CHIEF FINANCIAL OFFICER DIRECTOR
CHAIRMAN COMPANY SECRETARY Signed in terms of our separate report of even date annexed.
Dated: Chittagong 29 November 2020 PINAKI & CO. Chartered Accountants
Annual Report 2019-2020 77
Western Marine Shipyard Limited
WESTERN MARINE SHIPYARD LIMITED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2020
30-Jun-20 30-Jun-19 Taka Taka
Revenue 16 2,280,364,159 3,129,867,730 Cost of Shipbuilding 17 (1,368,546,701) (1,845,438,484) Gross Profit 911,817,458 1,284,429,246 Operating Expenses Administrative Expenses 18 (31,664,347) (39,149,646) Selling and Marketing Expenses 19 (985,072) (1,412,521) Operating Profit 879,168,039 1,243,867,079 Financial Income 20 124,950,676 123,562,458 Financial Expenses 21 (782,929,015) (756,241,589) Net Financial Charge (657,978,339) (632,679,131) Profit Before Tax Expenses 221,189,700 611,187,948 Contribution to Workers' Profit Participation & Welfare 13.3 (11,059,485) (30,559,397) Fund Taxation Provision
Current 2.12.1, 13.2 (5,820,610) (25,877,472) Deferred 2.12.2, 12 (6,223,459) (6,652,523) Income Tax (12,044,069) (32,529,995) Profit for the Period 198,086,146 548,098,556 Other Comprehensive Income - - Total Comprehensive Income for the Period 198,086,146 548,098,556
Basic Earning Per Share 2.16.02, 23 0.86 2.75
Basic Earning Per Share (Restated) 2.16.02, 23 2.39
The accounting policies and explanatory notes are an integral part of the Financial Statements.
CHIEF FINANCIAL OFFICER DIRECTOR MANAGING DIRECTOR
COMPANY SECRETARY CHAIRMAN
Signed in terms of our separate report of even date annexed.
Dated: Chittagong 29th November 2020 PINAKI & CO. Chartered Accountants
78 Annual Report 2019-2020 One Shipyard One Standard
WESTERN MARINE SHIPYARD LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2020
30-Jun-20 30-Jun-19 Note(s) Taka Taka
CASH FLOWS FROM OPERATING ACTIVITIES Collections from Customers 5,15 & 16 2,511,168,901 3,657,697,290 Payment to Suppliers & Others 3,6,7,13,15,17,18 & 19 (2,223,179,625) (2,822,679,206) Payment to Employees 17, 18, 13.3 (168,689,347) (232,791,156) Income Tax Paid 13.2 - (2,000,000
Cash Inflows / (Outflows) from Operating Activities 119,299,930 600,226,928
CASH FLOWS FROM INVESTING ACTIVITIES Addition of Property, Plant & Equipment 3 (810,273,374) (1,088,012,506) Capital Work -in-Progress (1,437,005,779) (656,290,712) Proceed from Sale of Investment 4 - - Cash Inflows / (Outflows) from Investing Activities (2,247,279,153) (1,744,303,218)
CASH FLOWS FROM FINANCING ACTIVITIES Loan-Current & Non Current 10 1,293,337,748 1,985,705,520 Due from Affiliated Parties 11 (74,606,877) 9,518,342 Bank OD-Short Term Loan 14 1,481,989,572 (201,362,847) Dividend Paid - - Financial Charges-Net 20 & 21 (657,468,024) (632,093,379) Cash Inflows / (Outflows) from Financing Activities 2,043,252,419 1,161,767,635
Net Increase/ (Decrease) in Cash & Cash Equivalents Taka (84,726,804) 17,691,348
Cash and Cash Equivalents at the Beginning of the Year 8 278,779,945 557,274,089
Effect of Movements in Exchenge Rates on Cash Held (510,315) (585,752)
Cash and Cash Equivalents at the End of the Year 8 193,542,826 278,779,944
Operating Cash Inflows / (Outflows) Per Share 25 0.52 3.01
CHIEF FINANCIAL OFFICER DIRECTOR MANAGING DIRECTOR
COMPANY SECRETARY CHAIRMAN
Dated: Chittagong 29 November,2020
Annual Report 2019-2020 79 Western Marine Shipyard Limited
WESTERN MARINE SHIPYARD LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2020
Amount in Taka Revaluation Retained Particulars Share Capital Share Premium Total Equity Reserve Earnings Balance as on 01 July 2019 1,995,366,020 854,281,320 676,564,116 2,512,019,063 6,038,230,519 Adjustment for depreciation charge on revaluation reserve (4,980,080) 4,980,080 Dividend (Stock) 299,304,903 (299,304,903) Dividend (Cash) Prior year adjustment (715,487,512) (715,487,512) Net Profit after tax transferred from Statement of 198,086,146 198,086,146 Comprehensive Income Balance as on 30 June 2020 2,294,670,923 554,976,417 671, 584,036 1,999,597,777 5,520,829,152
Amount in Taka Revaluation Retained Particulars Share Capital Share Premium Total Equity Reserve Earnings Balance as on 01 July 2018 1,662,805,020 1,186,842,320 681,554,197 1,958,930,427 5,490,131,964 Adjustment for depreciation charge on revaluation reserve (4,980,080) 4,980,080 Dividend (Stock) 332,561,000 (332,561,000) Dividend (Cash) Prior year adjustment
Net Profit after tax transferred from Statement of 548,098,556 548,098,556 Comprehensive Income Balance as on 30 June 2019 1,995,366,020 854,281,320 676,564,116 2,512,019,063 6,038,230,519
CHIEF FINANCIAL OFFICER DIRECTOR MANAGING DIRECTOR
COMPANY SECRETARY CHAIRMAN
Dated: 29th November
80 Annual Report 2019-2020
Shipyard One Standard
WESTERN MARINE SHIPYARD LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019
1 THE COMPANY & IT'S OPERATIONS
The Company was incorporated in Bangladesh on 11 July 2000 as a Private Limited Company located its registered office at 1/D, HBFC Building (4th Floor), Agrabad C/A, Chittagong and the principal activities of the Company are to establish, build, erect, construct shipyard, dockyard, slipway, workshop on its own land, purchase or otherwise undertake ownership/ management of shipyard, dockyard, slipway, workshop etc. in order to carry on the business of shipbuilding and repairing. From the very inception to till 30 June 2007 the Company was engaged in the activities of shipbuilding, repairing and heavy engineering. Thereafter the management took a decision to continue engaged as export-oriented Ship Building Industry and accordingly got permission & registration with Board of Investment (BOI) as export-oriented industry vide Memo No. BOI/Ctg/Dockyard/640/06/386 of BOI, Bangladesh dated 12 Mar 2008.
The Company was converted into Public Limited Company on 10 September 2009 duly getting approval from the Registrar of Joint Stock Companies & Firms.
2 SUMMARY OF SIGNIFICANT ACCOUNTING AND VALUATION POLICIES
Basis of preparation and presentation of the financial statements
The financial statements have been prepared and the disclosures of information made in accordance with the requirements of the Companies Act 1994, the Securities & Exchange Rules 1987 and IAS adopted by the Institute of Chartered Accountants of Bangladesh (ICAB), as International Accounting Standard (IAS) & International Financial Reporting Standard (IFRS). The Board of Directors is responsible for preparing and presenting the financial statement including adequate disclosures, which approved and authorized for issue of these financial statements. The Statement of Financial Position and Statement of Comprehensive Income have been prepared according to IAS 1 “Presentation of Financial Statements” based on accrual basis of accounting following going concern assumption and Statement of Cash flows according to IAS 7 “Statement of Cash Flows”.
Accounting convention and assumption
The financial statements are prepared under the historical cost convention method; except for, the revaluation of Property, Plant & Equipment which are valued at revaluation basis as on 31 December 2009.
Principal accounting policies
The specific accounting policies have been selected and applied by the Company’s management for significant transactions and events that have a material effect on the framework for the Preparation and Presentation of Financial Statements. Financial Statements have been prepared and presented in compliance with IAS 1 “Presentation of Financial Statements”. The previous year’s figures were prepared according to the same accounting principles.
Application of Standards The following IAS and IFRS are applied to the financial statements for the year under review:
Annual Report 2019-2020 81 Western Ma
Western Marine Shipyard Limited
Western Marine Shipyard Limited
IAS 1 Presentation of Financial Statements IAS 2 Inventories IAS 7 Statement of Cash Flows IAS 8 Accounting policies, changes in accounting estimates and errors IAS 10 Events after the Reporting Period IAS 12 Income Taxes IAS 16 Property, Plant & Equipment IAS 19 Employee Benefits IAS 21 The effects of changes in foreign exchange rates IAS 23 Borrowing Costs IAS 24 Related Party Disclosures IAS 28 Investments in Associates IAS 33 Earnings Per Share IAS 36 Impairment of Assets IAS 34 Interim Financial Reporting IAS 37 Provisions, Contingent Liabilities and Contingent Assets IAS 39 Financial Instruments: Recognition & Measurement IFRS 5 Non-current Assets Held for Sale and Discontinued Operations IFRS 7 Financial Instruments: Disclosures IFRS 9 Financial Instruments IFRS 13 Fair Value Measurement IFRS 15 Revenue from Contracts with Customers Property, Plant & Equipment
i) Cost
Property, Plant & Equipment are accounted for according to IAS 16 “Property, Plant and Equipment” at historical cost less cumulative depreciation and the capital work-in-progress (when arises) is stated at cost except for the revaluation portion of Property, Plant and Equipment as on 31 December 2009. All assets are depreciated/amortized according to the straight-line method. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and it is recognized as other comprehensive income/ (loss).
ii) Revaluation
The Company’s assets were revalued by M/S. S.F Ahmed & Co., Chartered Accountants, with assistance from the professional values, as on 31 December 2009 and such revaluation was approved by the Company’s Board. Effect of revaluation of the asset was given in the accounts and depreciation has been charged consistently every year on straight-line method at an annual rate. The revaluation surplus (net off depreciation) is reflected in financial statements as Revaluation Reserve (Note 3.1.b) and depreciation are charge out in the revenue accounts.
Depreciation of the fixed assets
Consistently, Depreciation is charged using straight-line method. Current rates of depreciation are shown below whereby the cost less estimated salvage value or revaluation of an asset is written off over its anticipated service life. No depreciation is charged to Land & Land Development.
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Sl. Category of Assets Rate (%) No.
1 Plant, Machinery & Equipments 7-8 2 Building Constructions 5-6 3 Office Building 5-6 4 Furniture & Fixture 8-10 5 Electric Installation 7-8 6 Mobile, Telephone & Computer 8-10 7 Office Equipments 12-15 8 Motor Vehicles 8-10
Valuation of Inventories
Inventories are stated at the lower of cost or net estimated realizable value in compliance with the requirements of para 25 of IAS 2.
Category Basis of valuation
Materials, Stores & Spares : Moving average (weighted) cost. Stock-in-trade : Cost value i.e. cost so far incurred. Work-in-progress : Average cost of materials Materials-in-transit : Cost value i.e. cost so far incurred
No provision is considered for slow moving and obsolete stocks since all items were considered moving and good.
Cash and cash equivalents
According to IAS 7 "Statement of Cash Flows" cash comprises cash in hand and bank deposit and cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. IAS 1 "Presentation of Financial Statements" provides that cash and cash equivalent are not restricted in use. . Considering the provision of IAS 7 and IAS 1, Cash and cash equivalents include cash in hand, cash at banks in taka accounts & foreign currency accounts, margin with banks and deposit with non-banking financial institutions.
Foreign currency transaction
Foreign currency transactions are recorded at the applicable rates of exchange ruling at the transaction date in accordance with IAS 21 the effects of changes in Foreign Exchange rates. Foreign currency transactions are translated at the exchange rate ruling on the date of transaction.
Payable and Accrued expenses
Trade and Other Payable
Annual Report 2019-2020 83 Western Marine Shipyard Limited
Liabilities are recorded at the amount payable for settlement in respect of goods and services received by the Company, whether or not billed by the suppliers/ service providers.
Provisions
The preparation of financial statements is in conformity with Bangladesh Accounting Standards (IAS) 37 “Provisions, Contingent Liabilities and Contingent Assets” requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses, assets and liabilities during the period and at the date of financial statements.
In accordance with the guidelines as prescribed by IAS 37 provisions were recognized in the following situation:
• When the company has a present obligation as a result of past events; • When it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and • Reliable estimates can be made of the amount of the obligation.
We have shown the provisions in the statement of financial position at an appropriate level with regard to an adequate provision for risks and uncertainties. An amount recorded as a provision represents the best estimate of the probable expenditure required to fulfill the current obligation on the reporting date.
Other provisions are valued in accordance with IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” comprise all realizable risks from uncertain liabilities and anticipated losses from pending transactions. Employees Benefits
Employee’s Provident Fund & Gratuity Fund: The formation of employee’s provident & gratuity fund are under process. Workers’ Profit Participation & Welfare Fund: Appropriate provision has been made for worker’s profit participation fund and worker’s welfare fund as per provision of Bangladesh Labor Act-2006
Taxation
Income Tax Expenses Provision - note 13.2 & 22 Applicable tax rate has been applied on ‘estimated’ taxable profit as a listed “Public Limited Company” as per SRO no 132-law/2013-Income tax ordinance, 1984(Ord. No. XXXVI of 1984) dated 28/05/2013.
Deferred Tax Liability - note 12 & 22
Provision is made at the ruling income tax rate applied on the amount of taxable temporary difference as per IAS 12 “Income Taxes”.
Contingent liabilities and commitments Contingent liabilities are current or possible obligations, arising from past events and whose existence is due to the occurrence or non-occurrence of one more uncertain future events, which
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are not within the control of the company, In accordance with IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” are disclosed in note – 27 of the financial statements.
Revenue Revenue is recognized in accordance with IFRS 15 “Revenue from Contracts with Customers”.
Company revenue is recognized only when it meets the following five steps model framework: i) Identify the contract(s) with customer; ii) Identify the performance obligations in the contract; iii) Determine the transaction price; iv) Allocate the transaction price to the performance obligations in the contract; and v) Recognize revenue when the entity satisfies a performance obligation.
As per paragraph 46 of IFRS 15 Revenue from contracts with customers is recognized based on the time control of the goods and/or services is transferred to the customer. If control is transferred gradually as the goods is built or the service is rendered, revenues are recognized over time, i.e. as the activities gradually progress. If, however, control is not transferred gradually as the good is built or the service rendered, revenues are recognized at a point in time, i.e. at the moment of final delivery of the good or completion of service provision.
However, there is no material impact of adopting IFRS 15 on the company’s financial statements.
Statement of cash flows
Statement of cash flows is prepared principally in accordance with IAS 7 “Statement of Cash Flows” and the cash flows from operating activities have been presented under direct method.
Earnings per share
The Company calculates Basic Earnings per Share (EPS) in accordance with IAS 33 “Earnings per Share” which has been shown on the face of Statement of Profit of loss and other Comprehensive Income and the computation of EPS is stated in note - 23 of the financial statements.
Basic Earnings
The Company calculates earnings for the year attributable to the owners of the company. As there no preference dividend, minority interest or extraordinary items, the net profit after tax for the period has been considered as fully attributable to the owners of the company.
Basic Earnings per Share
This has been calculated by dividing the earnings after tax expenses attributable to the owners of the company by calculating the weighted average number of ordinary share outstanding during the year.
Diluted Earnings per Share
No diluted EPS is required to be calculated for the year as there was no scope for dilution during the year under review.
Annual Report 2019-2020 85 Western Marine Shipyard Limited
Expenses
Full amount of Cost of Shipbuilding, Administrative expenses, Selling & Marketing expenses and financial expenses has been charged during the period against revenue.
Due to/from affiliated companies - note 11 The Company’s Board of Directors in their meeting held on 15.7.14 decided that in case of related parties transactions, Company shall impose 10% interest on daily balance with the related parties account with effect from July 2014 – as stated in note -11 of the financial statement.
Reserve for warranty As per shipbuilding contract between Western Marine Shipyard Ltd. with its buyers there is an Article: warranty of quality where Western Marine Shipyard Limited undertakes to repair if any defects occurs from the date of delivery for certain period of time and in this respect the buyer is entitled to withhold a portion of the contract price as security for claim for any defective for a certain period which is mentioned in Article of the contract. During the period no provision has been made since current provision is sufficient to cover the warranty.
Impairment
Financial Assets Financial assets are not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset and that the loss event had a negative effect on the estimated future cash flows of the asset that can be estimated reliably.
Non-Financial Assets The carrying amounts of the company’s non-financial assets, other than inventories and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the recoverable amount of the asset is estimated. An impairment loss is recognized if the carrying amount of an asset or its related cash-generating unit (CGU) exceeds its estimated recoverable amount.
Reporting Period
The financial period of the Company covers from 01 July 2019 to 30 June 2020
Approval of the Financial Statements
These Financial statements were authorized for issue by the Board of Directors of the Company on 29th Novemberr, 2020
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3 PROPERTY, PLANT & EQUIPMENT, NET Amount in Taka 30-Jun-20 30-Jun-19 Operating fixed assets at cost less depreciation - note 3.1 5,202,104,763 4,738,740,533 Capital work in progress - note 3.3 6,710,337,206 5,273,331,427 Taka 11,912,441,969 10,012,071,960 3.1 Operating Fixed Assets at Cost less Depreciation i) Cost - 01 Jan 2010 to 30 June 2020
At Cost - note 2.5 Depreciation- note 2.6 Written Down Particulars Addition during Deletion Rate Charged during On 1 July 2019 during the At 30th June 2020 On 1 July 2019 At 30th June 2020 Value at 30th June (%) the period period the period 2020
Land & Land Development ** 1,128,915,069 145,745,214 - 1,274,660,283 - - - - 1,274,660,283 Plant, Machinery & Equipment 2,779,115,132 245,325,412 - 3,035,440,544 7-8 1,097,149,836 227,658,041 1,324,807,877 1,710,632,667 Factory Building & Other Constructions 1,026,947,177 172,654,542 - 1,199,601,719 5-6 508,824,351 62,979,090 571,803,441 627,798,278 Office Building & Other Constructions 278,016,450 102,856,740 - 380,873,190 5-6 58,231,299 19,995,842 78,227,141 302,646,048 Furniture & Fixture 118,034,869 66,850,125 - 184,884,994 8-10 32,398,679 14,790,800 47,189,478 137,695,516 Electric Installation 110,508,071 65,235,124 - 175,743,195 7-8 15,413,109 12,741,382 28,154,491 147,588,704 Mobile, Telephone & Computer 11,520,030 345,872 - 11,865,902 8-10 7,776,144 978,937 8,755,081 3,110,821 Office Equipments 12,161,099 260,345 - 12,421,444 12-15 10,858,888 1,521,627 12,380,515 40,929 Motor Vehicles 43,559,496 - - 43,559,496 8-10 38,485,032 3,593,658 42,078,690 1,480,806 Total 5,508,777,393 810,273,374 - 6,319,505,767 1,769,137,337 344,259,377 2,113,936,714 4,205,654,052 ii) Cost & Revaluation up to 31 December 2009 a. Cost At Cost - note 2.5 Depreciation- note 2.6 Particulars Addition during Deletion Rate Charged during Written Down On 1 July 2019 during the At 30th June 2020 On 1 July 2019 At 30th June 2020 Value at 30th June the period (%) the period period 2020
Land & Land Development ** 320,198,612 - - 320,198,612 - - - - 320,198,612 Plant, Machinery & Equipment 573,849,822 - - 573,849,822 7-8 571,512,074 2,337,748 573,849,822 1 Building Constructions 189,195,703 - - 189,195,703 5-6 189,195,703 - 189,195,703 1 Furniture & Fixture 1,964,851 - - 1,964,851 8-10 1,964,851 - 1,964,851 1 Electric Installation 34,583,488 - - 34,583,488 7-8 34,583,488 - 34,583,488 1 Mobile, Telephone & Computer 4,541,092 - - 4,541,092 8-10 4,541,092 - 4,541,092 1 Office Equipments 4,438,540 - - 4,438,540 12-15 4,438,540 - 4,438,540 1 Motor Vehicles 16,559,321 - - 16,559,321 8-10 16,559,321 - 16,559,321 1 Total 1,145,331,429 - - 1,145,331,429 822,795,068 42,058,956 825,132,816 320,198,619 b. Revaluation At Cost - note 2.5 Depreciation- note 2.6 Written Down Particulars Deletion Rate Charged during On 1 July 2019 Addition during At 30th June 2020 On 1 July 2019 At 30th June 2020 Value at 30th June the period during the (%) the period period 2020
Land & Land Development 676,112,088 - - 676,112,088 - - - - 676,112,088 Plant, Machinery & Equipment 40,922,664 - - 40,922,664 7-8 40,481,284 3,069,200 40,922,664 1 Building Constructions 38,671,183 - - 38,671,183 5-6 38,671,183 1,836,880 38,671,183 1 Furniture & Fixture 304,268 - - 304,268 8-10 293,618 15,102 164,268 140,000 Electric Installation 1,848,381 - - 1,848,381 7-8 1,848,381 - 1,848,381 1 Motor Vehicles 907,479 - - 907,479 8-10 907,479 58,898 907,479 1 Total 758,766,063 - - 758,766,063 82,201,946 4,990,080 82,513,975 676,252,092
As on 30 June 2020 Total 7,412,874,885 810,273,374 - 8,223,148,259 2,674,134,351 351,577,205 3,021,043,506 5,202,104,763
As on 30 June 2019 Total 6,324,862,379 1,088,012,506 - 7,412,874,885 2,326,652,669 347,481,682 2,674,134,350 4,738,740,533
3.2 Depreciation allocated to: Amount in Taka 30-Jun-20 30-Jun-19
Cost of Shipbuilding - note 17 346,795,755 342,755,931 Administrative expenses - note 18 4,781,450 4,725,751 351,577,205 347,481,682
*** 3207.235 Decimal Land is mortgaged with various financial institution for receiving loan. *** This transfer of revaluation was made in accordance with paragraph 39 of IAS-16 as the said amount of revaluation surplus has been accumulated in equity under the heading of revaluation surplus. Subsequently as per para 41 of IAS -16 revaluation surplus was derecognised every year.
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Amount in Taka 30-Jun-20 30-Jun-19
3.3 CAPITAL WORK-IN-PROGRESS - note 3 Opening Balance 5,273,331,427 4,617,040,715 Addition made during the year 1,437,005,779 656,290,712 6,710,337,206 5,273,331,427 Capitalized during the year - - Closing Balance Taka 6,710,337,206 5,273,331,427
The make-up of Closing Balance:
Building Constructions Slip Way 3,914,645,380 3,964,886,698
Pedestal 789,899,795 99,102,540
Shipyard Shed 885,120,201 275,965,320 Gantree crane 727,520,124 727,520,124 Shipyard New Office Building 393,151,706 205,856,745 Taka 6,710,337,206 5,273,331,427
Taka 6,710,337,206 5,273,331,427
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Amount in Taka 30-Jun-20 30-Jun-19
4 INVESTMENT
Stella Shipping Limited, Bangladesh - note 4.1 357,000 357,000 IHC WMShL Limited - note 4.2 1,020,000 1,020,000 Western Fishers Shipyard Limited - note 4.3 7,500,000 7,500,000 Taka 8,877,000 8,877,000
Disclosure as required under IAS 24
Stella Shipping Limited, Bangladesh Stella Shipping Limited, a Private Company limited by shares situated at HBFC Building (4th floor) Agrabad Commercial Area, Chittagong, Bangladesh was registered with the Registrar of Joint Stock Companies on 23.04.2009. The main activities of the company is to carry on business on Ship-owing, Ship management, Ship Chartering, Ship breaking etc. Total authorized Share Capital of the Company is Tk. 700,000,000 (Seventy Crore) {7,000,000 shares @ Tk 100 each} and Paid up Capital is Tk 2,550,000 {25,500 shares @ Tk 100 each} only, of which Company owns 3,570 shares of Tk.100 each which amounts to Tk 357,000. No dividend has been received from the company as yet but there is no indication of any decline in share value from the Financial Statements of the Company.
IHC WMShL Limited IHC WMShL Limited, a private company limited by shares situated at HBFC Building (4th floor) Agrabad C/A, Chittagong, Bangladesh was registered with the Registrar of Joint Stock Companies on 18 August, 2010. The main activity of the company is to carry on business on Ship/Dredger manufacturing. Total Authorized Capital of the Company is Tk. 1,000,000,000 (Hundred Crore) {1,000,000 shares @ Tk 1,000 each} and Paid up Capital is Tk 6,800,000 {6,800 shares @ Tk 1,000 each} only, of which Company owns 1020 shares of Tk.1,000 each which amounts to Tk 1,020,000. No dividend has been received from the company as yet but there is no indication of any decline in share value from the Financial Statements of the Company.
Western Fishers Shipyard Limited Western Fishers Shipyard Limited, a private company limited by shares situated at Issanagar, Azimpara, Karnaphuli, Chittagong, Bangladesh was registered with the Registrar of Joint Stock Companies on 30 December, 2010. The main activity of the company is to carry on business of Ship Building (ocean going & inland), barges, tug, fishing trawler etc. slipway, dockyard, ship reparing,ship owing, ship chartering, ship management etc. Total Authorized Capital of the Company is Tk. 1,000,000,000 (Hundred Crore) {10,000,000 shares @ Tk 100 each} and Paid up Capital is Tk 50,000,000 {500,000 shares @ Tk 100 each} only, of which Company owns 75,000 shares of Tk.100 each which amounts to Tk 7,500,000. No dividend has been received from the company as yet but there is no indication of any decline in share value from the Financial Statements of the Company.
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Western Marine Shipyard Limited Amount in Taka 30-Jun-20 30-Jun-19 5 TRADE & OTHER RECEIVABLE
Trade Receivable - note 5.1 1,918,054,232 2,864,346,486 Taka 1,918,054,232 2,864,346,486
5.1 Trade Receivable - note 5 Opening Balance 2,864,346,486 3,392,176,046 Addition during the year 2,280,364,159 3,129,867,730 5,144,710,645 6,522,043,776 Realized during the year (3,226,656,413) (3,657,697,290)
Closing Balance Tk 1,918,054,232 2,864,346,486
Receivable for more than 6 months old and Tk 321,988,792 964,883,363 considered good.
Additional disclosure in line with schedule 11 part 1 of the companies Act, 1994
Receivables outstanding for a period exceeding six month Other Debts less Provision 321,988,792 964,883,363
Debts considered good as fully secured other than personal guarantee 1,918,054,232 2,864,346,486 Receivables considered good as no secured other than personal guarantee - - Receivables considered doubtful or bad - - Receivables by the company under the same management - -
*** Revenue is recognized in accordance with IFRS 15 "Revenue from Contract with Customer" (Note-2.14). Revenue recognition is not matched with realization against revenue. The amount against revenue is realized under achieved & fulfillment of agreed condition of contracts. Generally significant amount of contract value is received after delivery of the vessel but revenue is recognized before delivery. In result an amount of Tk. 321,988,792 is showing receivable more than 6 months old which is considered good.
Due to pandemic effect, there is uncertainty of receivable collection. Management account for an amount of Tk. 715,487,512 as prior period adjustment in accordance with IAS-8 Accounting Policies Changes in Accounting Estimates and Errors and Adjustment made with receivables, reason of which is management fail to reasonable estimates of receivable collection.
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Amount in Taka
30-Jun-20 30-Jun-19
6 INVENTORIES
Materials, Stores & Spares - note 6.1, 6.1.1 & 2.7 3,052,911,897 2,675,232,505
Material-in-Transit 1,895,064,908 967,448,487 Tk 4,947,976,805 3,642,680,992
6.1 Materials, Stores & Spares - note 6 Opening Balance 2,675,232,505 2,193,635,627 Import & Purchased during the year 1,280,131,248 1,699,337,171
3,955,363,753 3,892,972,798
Consumption during the year - note 17 (801,451,856) (1,217,740,293) Closing Balance Tk 3,153,911,897 Tk 2,675,232,505
9
2,675,232,505
6.1.1 Item wise break-up of Materials, Stores & Spares Amount in Taka Amount in Taka 30-Jun-20 30-Jun-19 SL Name of the Item Unit Taka Unit Taka 1 Loose Tools 32,510 Pcs. 88,124,523 31,520 Pcs. 87,251,320 2 Hardware Items 24,312 Pcs. 55,125,856 24,312 Pcs. 54,661,320 3 Stationery Items - 100,325,625 - 172,971,156 4 Oil 52,320 Litre 3,610,080 51,580 Litre 3,559,020 5 Accommodation System 19 Set 46,836,225 17 Set 40,782,018 6 Paint Items 28,152 Litre 9,732,721 27,642 Litre 8,998,866 7 Communication & Navigation Equipments 37 Set 187,765,704 36 Set 182,138,478 8 Electrical Cable 20,615 Metre 30,158,036 19,544 Metre 27,104,880 9 Main Engine & Spares 24 Case 529,486,730 22 Case 397,758,998 10 Valves & Other Parts - 20,156,854 - 27,120,325 11 Pipe & Fittings 20,115 Metre 101,639,698 19,937 Metre 99,384,556 12 Safety Equipments 28 Set 85,273,052 27 Set 82,076,403 13 Deck Machinery 8 Pck 183,562,754 9 Pck 183,562,754 14 Lashing Materials - 785,845,856 - 35,715,621 15 Galley & Laundry Equipments 23 Unit 50,996,520 25 Unit 52,322,974 16 Anode, Rudder & ICCP Systems 8 Set 43,989,855 10 Set 54,254,944 17 M.S. Plate 7,215 Ton 205,926,034 8,102 Ton 495,926,034 18 Bulb Flat 415 Ton 6,322,807 584 Ton 8,536,172 19 Angle Bar 915 Ton 74,994,267 1,050 Ton 82,321,611 20 Propeller & Propulsion 18 Set 118,598,546 22 Set 248,598,546 21 Hatch Cover 25 Set 101,692,740 26 Set 104,738,507 22 Anchor Chain 23 Set 28,118,617 24 Set 29,254,935 23 Water Tight Doors 65 Set 43,612,611 72 Set 48,217,818 24 Electronic Items - 81,827,125 - 64,524,895 25 Generators 28 Pcs. 33,680,376 32 Pcs. 38,397,416 26 Folded Boom Crane 16 Set 35,508,683 21 Set 45,052,936 Total Taka 3,052,911,897 Total Taka 2,675,232,505
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Western Marine Shipyard Limited
Amount in Taka
30-Jun-20 30-Jun-19 7 PREPAYMENTS, DEPOSITS AND ADVANCES
Prepayments - note 7.1 3,791,254 3,412,345
Deposits - note 7.2 21,499,173 40,223,954 Advances - note 7.3 2,602,037,697 2,541,274,201 Tk 2,627,328,124 2,584,910,500
7.1 Prepayments - note 7 Insurance Premium 3,791,254 3,412,345 Tk 3,791,254 3,412,345
7.2 Deposits - note 7 Adv. Against Guest House Rent 964,000 1,144,000
Deposit with PDB 507,600 507,600
500,000 Security Deposit with CDBL 500,000 Security Deposit -Ansar 137,166 137,166 Security Deposit - CPA (for steel pantoon jetty) 170,625 170,625 Retention money on BIWTC passenger vessels 18,544,782 37,089,563 Advance against Hired Land - Shipyard 675,000 675,000 Tk 21,499,173 40,223,954
7.3Advances – Others-note 7 2,602,037,697 2,541,274,201
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Amount in Taka
30-Jun-20 30-Jun-19
8 CASH AND CASH EQUIVALENTS
Balances with Scheduled Banks
Taka Accounts - note 8.1 116,570,209 195,862,980
1,117,571 6,855,430 Foreign Currency Accounts - note 8.2
117,687,780 202,718,410
Margin with Banks - note 8.3 21,330,750 21,330,750
Cash in Hand - note 8.4 162,163 368,651
Deposit with Non Banking Financial Institution - note 8.5 54,362,133 54,362,133 Taka 193,542,826 278,779,944 Taka Accounts - note 8 Premier Bank Limited 13,758 15,138 National Bank Limited 2,425 9,925 Mutual Trust Bank Limited 36,959,793 34,320,069 United Commercial Bank Limited 31,513 31,512.86 IFIC Bank Limited 13,402 1,108,191 Bank Asia Limited 71,881,792 150,809,232 BRAC Bank Limited 40,590 3,261,982.80 Islamic Bank Bangladesh Limited 554 13,767 AB Bank Limited 11,927 9,267.33 Eastern Bank Limited 48,804 52,944.20 City Bank Limited 11,349 92,383.91 One Bank Limited 13,448 18,807 Prime Bank Limited 529,300 521,647 Mercantile Bank Limited 21,835 22,755.00 Sonali Bank Limited 4,967,955 5,032,329.00 Dhaka Bank Limited 7,729 8,651.15 Agrani Bank Limited 8,214 69,479.00 Basic Bank Ltd. 14,484 15,789.05 Modhumoti Bank Ltd. 28,794 31,513.27 Meghna Bank Limited 149,405 162,765.25 South Bangla Agriculture Bank Ltd. 10,506 111,345.50 Union Bank Limited 4,135 4,825.00 26,911.20 NRB Global Bank Limited 46,808 5,802.50 NRB Commercial Bank Limited 5,113 6,434.00 NRB Bank Limited 5,744 10,633 44,040.90 Trust Bank Ltd. 1,622 9,890 Rupali Bank Ltd 1,718,038 32,719.07 First Security Islami Bank Ltd 8,327 8,776.30 Al-Arafah Islami Bank Ltd. 2,212 4,087.00 Bangladesh Commerce Bank Ltd Tk 116,570,209 195,862,980.00 Foreign Currency Accounts - note 8 BRAC Bank Limited Southeast 42,750 43,227 Bank Limited One Bank Limited 987,275 981,488 Bank Asia Limited 87,295 86,809 251Tk 5,743,907 Tk 1,117,571 6,855,430
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Western Marine Shipyard Limited
Amount in Taka 30-Jun-20 30-Jun-19 8.3 Margin With Banks - note 8 Bank Asia Limited 15,180,750 15,230,750 One Bank Limited 6,150,000 6,100,000 Tk 21,330,750 21,330,750
8.4 Cash in Hand - note 8 162,163 368,651
30-Jun-20 30-Jun-19 Deposit with Non Banking Financial Institutions - note 8 Union Capital Ltd. 22,185,397 22,185,397 Premier Leasing & Finance Ltd. 20,126,240 20,126,240 Reliance Finance Ltd. 12,050,496 12,050,496 Tk 54,362,133 54,362,133
Taka 193,542,826 278,779,944 Period of all deposits is three months with auto renewal unless otherwise instructed. Amount in Taka 30-Jun-20 30-Jun-19 9 SHARE CAPITAL 9.1 Authorized
600,000,000 Nos. Ordinary Shares of Tk 10 each Taka 6,000,000,000 6,000,000,000
The Company has increased its Authorized Capital from existing Tk. 1,000,000,000 to Tk. 3,000,000,000 duly passing special resolution in 4th Extra Ordinary General Meeting held on 31.07.11 and subsequently increased 6,000,000,000 from 3,000,000,000 duly passing special resolution in 6th EGM held on 30.12.2017 then due submission made in the office of the Registrar of Joint Stock Companies.
9.2 Issued, subscribed and paid-up Paid- up in cash note - 9.3 199,536,602 nos. Ordinary Shares of Tk 10 each Taka 1,995,366,020 1,662,805,020 Break up
Share issued in cash sponsors/Promotors (6,45,51,900 share @ Tk.10 each) 645,519,000 Share issued in cash through IPO from General public (45,000,000 share @ Tk.10 each) 450,000,000 Bonus Share issued during the year in 14th AGM (10,955,190 share @ Tk.10) 109,551,900 Bonus Share issued during the year in 15th and 16th AGM held on 12.10.17(27,957,644 share @ Tk.10) 279,576,440 Bonus Share issued in 17th AGM held on 30.12.17(17,815,768 share @ Tk.10) 178,157,680 Bonus Share issued in 18th AGM held on 23.10.18 (33,256,100 share @ Tk.10) 332,561,000 Bonus Share issued in 18th AGM held on 12.12.19 (29,930,490 share @ Tk.10) 299,304,903
2,294,670,923
5 % of Paid-Up capital held by: A. Sponsor/promoters and directors: 30.91% B. Govt.: 0.00 % C. Institute: 17.06% D. Foreign: 0.00 % E. Public: 52.03 %
The Company increased its paid up capital by Tk 1,63,400 issuing 1,634 shares @ Tk 100 on 15.07.2009 & Tk. 400,000,000 issuing 4,00,00,000 shares @ Tk. 10 each on 14.01.2010 in cash. Both the issues were approved by the Securities and Exchange Commission. The Company converted its per share value to Tk 10 from Tk 100 on 26 July 2009 by passing a special resolution in Extra-Ordinary General Meeting and company has also issued 4,50,00,000 shares to general public through IPO and 1,09,55,190 no bonus shares issued by 14th AGM held on 21st December 2014. Later 27,957,644 in stock dividend issued by approving in 15th and 16th AGM held on 12.10.17. After that,company issued 17,815,768 share by issuing stock dividend which is approved in 17th AGM held on 30.12.17.& company issued 33,256,100 share by issuing stock dividend which is approved in 18th AGM held on 23.10.18
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9.3 Position of shares holding - note 9.2
Shareholders 30-Jun-20 30-Jun-19 % % Chairman Mr. Md. Saiful Islam 8.90 9.50 Managing Director Capt. Mr. Sohail Hasan 2.04 2.04 Directors Mr. Md. Sakhawat Hossain 2.28 2.28 Mr. Md. Saeedul Islam 2.51 2.51 Mr. Arifur Rahman Khan 2.06 2.36 Mr. Abu Md. Fazle Rashid 2.09 2.09 Mr. Monzur Morshed Chy 2.08 2.08 Mr. Shah Alam 2.05 2.05 Mr. Md. Abdul Mobin 2.00 2.00 Capt. Mr. ABM Fazle Rabbi 2.00 2.00 Mr. A.K.M. Rezaur Rahman 2.00 2.00 30.91 30.91 Others: Western Marine Services Limited 0.00 0.00 Other Individuals 69.99 69.09 69.99 69.09
100.00 100.00
9.4 The distribution schedule showing the number of shareholders and their shareholding percentage as on 30 June 2019 is as follows:
30-Jun-20 30-Jun-19 No. of No. of Range of the holdings % of holdings % of holdings Shareholders Shareholders Less than 500 Shares 17329 1.33 18930 1.57 501 Shares to 5,000 Shares 7852 6.67 8566 8.78 5,001 Shares to 10,000 Shares 1788 5.59 1724 6.42 10,001 Shares to 20,000 Shares 1095 6.73 1074 7.80 20,001 Shares to 30,000 Shares 420 4.50 362 4.48 30,001 Shares to 40,000 Shares 168 2.56 168 2.98 40,001 Shares to 50,000 Shares 137 2.69 148 3.42 50,001 Shares to 100,000 Shares 225 6.81 187 6.74 100,001 Shares to 1,000,000 Shares 154 15.34 146 16.17 Over 1,000,000 Shares 26 47.78 20 41.64 29,194 100.00 31,325 100.00
30-Jun-20 30-Jun-19 9.5 Share Premium Account Taka 554,976,417 Taka 854,281,320
The Company has received premium by amounting Tk. 240,000,000 against issuing of 24,000,000 shares @ Tk.10 as premium on 02.10.2010 duly getting approval from Securities and Exchange Commission. The Company has also received premium by amounting Tk. 1,125,000,000 against issuing of 45,000,000 shares @ Tk. 25 as premium on 12.06.2014 duly getting approval from Security and Exchange Commission. From 2017-2018 the company adjust stock dividend with share premium account.
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Western Marine Shipyard Limited
'Amount in Taka
30-Jun-20 30-Jun-19 10 TERM LOAN Loan from Banks & Financial Institutions Loan - Current portion (Due within one year) 572,832,637 572,832,637 Loan - Non Current Portion (Due after more than one year) 12,825,851,984 12,825,851,984 Taka 14,696,690,431 13,398,684,621
Term loan from Banks and Financial Institutions is backed by collateral security of land and equipment with Directors' personal guarantee repayable by 33 to 60 monthly installments at rate of interest chargeable from 9.00 % to 18.00 %. 'Amount in Taka
30-Jun-20 30-Jun-19 Break up of Term Loan:
a) Bank Asia Limited
Due within one year 224,800,000 224,800,000
Due after more than one year 2,158,893,414 2,439,984,394 Tk 2,383,693,414 2,664,784,394
b) Pubali Bank Ltd
Due within one year - -
Due after more than one year 61.474,919 54,402,583 Tk 61,474,919 54,402,583
c) Mutual Trust Bank Limited
Due within one year - -
Due after more than one year 1,112,433,497 1,012,220,596 Tk 1,112,433,497 1,012,220,596
d) BRAC Bank Ltd.
Due within one year - -
Due after more than one year 57,028,872 50,468,028 Tk 57,028,872 50,468,028
e) One Bank Limited
Due within one year - -
Due after more than one year 511,708,069 452,083,597 Tk 511,708,069 452,083,597
f) First Security Islami Bank Ltd
Due within one year - -
Due after more than one year 34,308,000 26,477,500 Tk 34,308,000 26,477,500
g) Dhaka Bank Ltd.
Due within one year - -
Due after more than one year 62,866,059 57,862,778 Tk 62,866,059 57,862,778 h) NCC Bank Ltd. Due within one year 59,200,000 59,200,000 Due after more than one year 161,233,569 166,916,101 Tk 220,433,569 226,116,101
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'Amount in Taka
30-Jun-20 30-Jun-19 i) National Bank Ltd.
Due within one year - - Due after more than one year 7,047,662,472 6,320,130,961
Tk 7,047,662,472 6,320,130,961 j) Sonali Bank Ltd. 237,600,000 237,600,000 Due within one year Due after more than one year 1,078,392,990 926,886,221 Tk 1,315,992,990 1,164,486,221 k) IFIC Bank Ltd. Due within one year - - Due after more than one year 341,408,219 - Tk 341,408,219 - l) Islamic Finance & Investment Ltd
Due within one year - 5,553,365 Due after more than one year - 25,124,889 Tk - 30,678,254 m) Reliance Finance Ltd.
Due within one year - - Due after more than one year 209,300,619 183,439,456 Tk 209,300,619 183,439,456 n) Midas Financing Ltd.
Due within one year - - Due after more than one year 434,408,767 388,579,123 Tk 434,408,767 388,579,123
o) National Housing Finance & Investment Ltd.
Due within one year 3,382,800 3,382,800 Due after more than one year 11,160,533 10,193,557 Tk 14,543,333 13,576,357 p) Union Capital Ltd. Due within one year - - Due after more than one year 345,873,806 295,654,379
Tk 345,873,806 295,654,379
q) Premier Leasing & Finance Ltd.
Due within one year Due after more than one year 27,000,000 27,000,000 283,291,838 230,353,420 Tk 310,291,838 257,353,420 r) Uttara Finance And Investment Ltd.
Due within one year 15,296,472 15,296,472 Due after more than one year 89,785,991 75,189,091 Tk 105,082,463 90,485,563 s) National Finance Ltd. - - Due within one year 128,179,524 109,885,309 Due after more than one year 128,179,524 109,885,309 Tk
Taka 14,696,690,431 13,398,684,621
According to BRPD Circular letter no. 4 dated 4th April 2018 and DFIM Circular letter no. 2 dated 24th April 2018, where Bangladesh Bank directed to all scheduled bank and NBFI of Bangladesh to allow long term repay- ment facility to export oriented ship building industry on their capital investment. Based on the above circular National Bank Ltd., Brac Bank Ltd., Mutual Trust Bank Ltd., One Bank Ltd., Pubali Bank Ltd., Dhaka Bank Ltd., Reliance Finance Ltd., National Finance Ltd., Midas Financing Ltd., Union Capital ltd rescheduled its loan.
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Western Marine Shipyard Limited
'Amount in Taka 30-Jun-20 30-Jun-19
11 Due to/from Affiliated Companies - note 2.19 & 29
Due (to)/from Affiliated Companies Western Marine Services Limited - note 11.1.1 & 29 42,679,162 38,665,215 New Western Marine Shipbuilders Limited - note 11.1.2 & 29 414,205,251 375,249,514 Western Fishers Shipyard Limited - note 11.1.4 & 29 20,421,319 18,500,707 IHC-WMShL Limited - note 11.1.5 & 29 315,967,933 286,251,353 Taka 793,273,665 718,666,789
The make up
11.1.1 Western Marine Services Limited - note 11.1 Opening Balance 38,665,215 35,028,776 Received during the year - - Interest during the period 4,013,948 3,636,439 Paid during the year - - Closing Balance 42,679,162 38,665,215
11.1.2 New Western Marine Shipbuilders Limited - note 11.1 Opening Balance 375,249,514 407,988,919 Received during the year - (165,245,857) Interest during the period 38,955,737 42,354,509 Paid during the year - 90,151,943 Closing Balance 414,205,251 375,249,514
11.1.3 Western Fishers Shipyard Limited - note 11.1 Opening Balance 18,500,707 16,760,728 Received during the year - - Interest during the period 1,920,612 1,739,980 Paid during the year - - Closing Balance 20,421,319 18,500,707
11.1.4 IHC-WMShL Limited - note 11.1 Opening Balance 2,86,251,353 268,406,708 Received during the year - (25,345,215) Interest during the period 29,716,580 27,864,076 Paid during the year - 15,325,784 Closing Balance 315,967,933 286,251,353
*** As per decision of Board of Directors in a meeting held on 15.7.2014, it was decided to treat the finance provided to or from the related parties as short term loan & charge interest @ 10.00% on daily balance with effect from July 2014.
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Amount in Taka
30-Jun-20 30-Jun-19
12 DEFERRED TAX ASSET/LIABILITY - note 2.12.2 Opening Balance (52,828,736) 46,176,213 - Less: Adjustment on opening balance for asset deletion - (52,828,736) (46,176,213) (Adjustment)/Provision made during the year (6,223,459) (6652,523) Closing Balance Taka (59,052,195) (52,828,736,213)
Carrying Amount Tax Base Taxable/ (Deductible) (Taka) (Taka) Temporary
As on 30 June 2020: Property, Plant and Equipment less Revaluation Surplus 4,525,852,662 3,344,808,768 1,181,043,894 Applicable Tax Rate 5% Deferred Tax Liability 59,052,195 As on 30 June 2019: Property, Plant and Equipment less Revaluation Surplus 4,062,176,416 3, 005,601,700 1,056,574,716 Applicable Tax Rate 5% Deferred Tax Liability 52,828,735
13 RESERVE & PROVISIONS
13.1 Reserve for Warranty - note 2.20 & 13 Opening Balance 38,744,213 41,307,791 Provision made during the year - note 17 - - 38744213 41,307,791 Paid/Adjustment during the year (2,351,745) (2,563,578) Closing Balance Tk 36,392,468 38,744,213
13.2 Provision for Current Income Tax Expenses - note 2.12.1 & 13 Opening Balance 138,276,029 114,398,557 Provision made during the year 5,820,610 25,877,472 144,096,639 140,276,029 Paid/Adjustment during the year - (2,000,000 ) Closing Balance Tk 144,096,639 138,276,029
13.3 Provision for Contribution to workers' profit participation & welfare fund – note13 Provision for prior years 30,559,397 42,774,007 Provision made during the year 11,059,485 30,559,397 41,618,882 73,333,404 Interest paid during the period - (42,774,007) - Interest during the period 5,410,455 Closing Balance Tk 47,029,337 30,559,397
14 BANK OD/CC - SHORT TERM LOAN Bank Asia Ltd 1,790,736,969 - IFIC Bank Limited - 308,747,397 Tk 1,790,736,969 308,747,397
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Amount in Taka
30-Jun-20 30-Jun-19 15 TRADE AND OTHER PAYABLE Trade Payable - note 15.1 83,125,478 82,398,960 Other Payable - note 15.2 23,541,950 21,863,797 Tk 106,667,428 104,262,757 Trade Payable - note 15 For Import, Supplies & Others 83,125,478 82,398,960 For Advance Against Job - - Tk 823,125,478 82,398,960 Other Payable - note 15 Liabilities for Expenses 3,351,345 3,151,725 Listing Fees Payable 3,539,315 2,926,054 CDBL Charges Payable 110,000 110,000 Remuneration & Salary 16,125,945 15,249,251 Audit Fee - note 27 200,000 150,000 Liabilities Against Payable Dividend 215,345 276,767 Tk 23,541,950 21,863,797 16 REVENUE Net Revenue 2,280,364,159 3,129,867,730 Taka 2,280,364,159 3,129,867,730
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Amount in Taka
30-Jun-20 30-Jun-19
17 COST OF SHIPBUILDING Materials, Store & Spares - note 6 801,451,856 1,217,740,293 Salaries, Wages and Bonus 151,352,152 165,158,124 Depreciation - note 3.2 346,795,755 342,755,931
Fabrication/Sand Blasting Charges 7,325,251 16,258,541
Pipe Fabrication & Fitting Works 6,523,412 15,375,854
Equipment Charges 7,528,451 17,584,621 Erection Works 5,145,252 9,854,320 Canteen Expenses 8,258,452 8,254,961 Vessel Accommodation Works 5,562,451 9,458,124 Repair and Maintenance 3,123,412 8,100,274 Capital Equipment Running Expenses - Fuel etc. 2,152,457 2,485,410 Cleaning & Painting Works 1,052,385 1,125,945 Insurance Premium 2,152,745 2,685,471 Vessel Commissioning Expenses 2,252,854 4,185,653 Electricity 4,225,856 7,145,950 Transportation Charges 1,621,521 1,831,520 Testing & Inspection Charges 152,315 161,345 Security Guard Charges 2,520,420 3,812,850 Rental Expenses 1,224,523 1,984,525
Bending / Piping Charges 2,245,215 2,385,124
Staff Safety & Compliance Charges 512,850 675,985
Stationery 541,520 581,342 Coating & Painting Works 885,245 985,315 Vessel Equipment Installation Exp. 951,245 1,325,749 Fender & Other Works 761,854 775,912 Keel Laying 342,541 351,756 Dredging Charges 351,784 450,923 Tours & Travels 183,451 185,974 Mobile, Telephone and Internet 196,857 196,857 Slipway and Steel Structure Charges paid to CPA 81,845 85,378 Water Expenses 31,575 31,575 Training Expenses 112,845 105,268 Rent, Rates and Taxes 205,390 310,875 Medical Expenses 110,384 155,241 Printing 123,810 125,910 Conveyance 75,935 91,356
Stamp, Postage & Courier 72,685 82,345
Worker's Compensation 95,215 105,380
Gift and Donation 52,000 55,000 Galvanizing Charges 19,215 21,315 Software Expenses Survey Fee 12,000 15,000 Newspaper, Book & Periodicals 141,210 361,342 18,510 17,850 Taka 1,368,546,701 1,845,438,484
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Western Marine Shipyard Limited
Amount in Taka
30-Jun-20 30-Jun-19
18 ADMINISTRATIVE EXPENSES
Salaries, Remuneration & Allowances 17,121,850 24,582,258 Depreciation - note 3.2 4,781,450 4,725,751 Vehicle Running Expenses 1,012,487 1,125,420 Tours & Travels 620,871 712,375 Electricity 452,845 425,913 Water Charges 41,375 49,345 Gift and Donation 151,200 154,300 Stationery 815,698 913,985 Registration Filing Expenses 272,845 265,312 Telephone, Mobile & Internet 461,310 571,398 Office Maintenance 398,410 655,915 Professional Charges 195,000 175,000 Rates & Taxes 310,845 300,997 Guest House Rent & Expenses 10,510 121,300 Software Expenses 53,000 55,000 Credit Rating Charges 110,000 105,000 Subscription 55,945 57,641 Conveyance 410,326 418,342 Recruitment & Training Expenses 41,374 42,820 Medical Expenses 54,315 55,345 Printing 121,540 125,875 Stamp, Postage & Courier 171,214 175,325 Audit fee- note 27 & 15.2 200,000 150,000 CSR Activities Expenses 83,165 85,345 Newspaper, Book & Periodicals 19,842 18,315 Meeting Expenses 47,615 45,315 CDBL Charges 110,000 110,000 Listing Fee 3,539,315 2,926,054 Taka 31,664,347 39,149646
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Amount in Taka 30-Jun-20 30-Jun-19 19 SELLING AND MARKETING EXPENSES
Vessel Delivery Expenses 398,315 510,345
Market Promotional Expenses 171,345 275,945
Vessel Launching Expenses 210,211 315,256
Advertisement 205,201 310,975 Taka 985,072 1,412,521
20 FINANCIAL INCOME Interest from New Western Marine Shipbuilders Limited 38,955,737 42,354,509 Interest from Western Fishers Shipyard Limited 1,920,612 1,739,980 Interest from IHC-WMShL Limited 29,716,580 27,864,076 Western Marine Services 4,013,948 3,636,439
Interest Income from Financial Institutions 4,585,674 4,006,277
Income from Other Sources 43,961,178 43,961,178 Taka 124,950,676 123,562,458
*** As per decision of Board of Directors in a meeting held on 15.7.2014, it was decided to treat the finance provided to or from the related parties as short term loan & charge interest @ 10.00% on daily balance with effect from July 2014.
Amount in Taka
30-Jun-20 30-Jun-19
21 FINANCIAL EXPENSES Loan Interest & Bank Charges 778,322,875 751,845,424 Bank Guarantee Commission & Other Charges 3,685,610 3,434,571 Foreign Currency Fluctuation Loss/(Gain) - note 2.9 510,315 585,752 - Taka 782,929,015 681,605,102
Foreign Currency fluctuation loss/ (gain) adjustment due to applicable exchange rate difference between the date of transaction and reporting date relating to Foreign Currency Account.
22 INCOME TAX
Current Income Tax Expenses - note 13.2 5,820,610 25,877,472 Deferred Tax Liability - note 12 6,223,459 6,652,523 Taka 12,044,069 24,237,824
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Amount in Taka
30-Jun-20 30-Jun-19 23 EARNINGS PER SHARE (EPS)- BASIC- note 2.16
(a) Earnings attributable to the ordinary shareholders 198,086,146 548,098,556 (b) Number of Ordinary shares at the close of business 166,280,502 166,280,502 229,467,092 (c) Weighted Avarage Number of Ordinary shares outstanding 199,536,602
0.86 Basic Earnings Per Share 2.75
2.29 2.26 Basic Earnings Per Share (Restated last year)
*** Basic Earning Per Share (EPS) has been computed by dividing net pro�it/(loss) after tax by the weighted average number of share outstanding as on 30 June 2019 as per IAS-33: ''Earning Per Share'' and Basic Earning Per Share for the financial year 2019-2020 has been restated based on new weighted average number of outstanding in accordance with paragraph 64 of IAS-33. Amount in Taka
30-Jun-20 30-Jun-19 24 NET ASSETS VALUE PER SHARE
The composition of Net Assets Value per share is given below: i) Net Assets Value during the year with Revaluation Reserve. 5,520,829,152 6,038,230,520 ii) Net Assets Value during the year without Revaluation Reserve. 4,849,245,117 5,361,666,403 ii) Number of Ordinary shares at the close of business 229,467,092 199,536,602
Net Assets Value Per Share With Assets Revaluation 24.06 30.26 Net Assets Value Per Share With Assets Revaluation (Restated) - Net Assets Value Per Share Without Assets Revaluation 21.13 26.87 Net Assets Value Per Share Without Assets Revaluation (Restated) -
Amount in Taka
30-Jun-20 30-Jun-19
25 VALUE PER SHARE ON THE BASIS OF CASH FLOWS FROM OPERATING ACTIVITIES The composition of Operating Cash Inflows/(Outflows) value per share is given below : i) Operating Cash Inflows/(Outflows) during the year 119,299,930 600,226,928 ii) Number of Ordinary shares at the close of business 229,467092 199,536,602
Operating Cash Outflows Per Share Taka 0.52 3.01
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26 Reconcilation of Net Income with Cash flows from Operating Activities. Amount in Taka
30-Jun-20 30-Jun-19
Net Profit Taka 210,130,215 580,628,551 Adjustments for: Depreciation Expense 351,577,205 347,481,682 Financial Income (124,950,676) (123,562,458) Financial Expenses 782,929,015 756,241,589
Taka 1,009,555,54 980,160,813 Changes In Working Capital : Trade & Other Receivable 230,804,742 527,829,560 Inventories (1,305,295,813) (1,325,520,687) Advances, Deposits and Prepayments (42,417,623) (139,858,668) Trade & Other Payable 2,404,671 (6,234,453)
Provision for WPPF (16,469,939 (12,214,610)
Provision for Warrenty (2,351,745) (2,563,578) Provision for Current Tax - - Taka (1,100,385,829) (958,562,436)
Cash generated from/(used in) Operations 119,299,930 602,226,928
Income Tax Paid - (2,000,000)
Net Cash from/(used in) Operating Activities Taka 119,299,930 600,226,928
27 CONTINGENT LIABILITIES AND COMMITMENTS- note 2.13
a. As on reporting date, there were 12 nos. outstanding Letter of Credit amounting to Tk. 49,21,23,489 b. There is no such material financial or purchase commitments outstanding at the reporting date. c. There is no capital expenditure commitment at the reporting date. d. As on reporting date, an amount of Tk. 192, 36, 47,410 was issued as bank guarantee against the installments proceeds receipt from JSW, OPV, NFT project.
28 AUDITORS' REMUNERATION - note 15.2 & 18 Amount in Taka 30-Jun-20 30-Jun-19 Audit Fee 200,000 150,000 Taka 200,000 150,000 Audit fee represents auditors' remuneration only which is fixed up by the shareholders in 19th Annual General Meeting.
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29 DISCLOSURE AS PER IFRS 15: REVENUE FROM CONTRACT WITH CUSTOMER a) Contract Revenue:
SL Revenue Revenue Revenue Name of the Project Value in BDT Recognized for NO. Recognized Recognized up to 30.06.2019 the period 2019- up to 30.06.20 2020 1 ESL 8,468,000,000 2,468,000,000 356,800,000 2,824,800,000 2 LCT 765,230,460 765,230,460 318,120,000 1,083,350,460 3 CPA Tug 377,500,000 377,500,000 388,456,000 765,956,000 4 OSV 607,500,000 174,300,000 358,965,451 533,265,451 5 MOT 764,400,000 462,808,000 305,856,854 768,664,854 6 BFT 720,000,000 272,000,000 315,965,854 587,965,854 7 NFT 1,672,700,000 1,305,354,169 236,200,000 1,541,554,169 18,056,656,123 10,506,518,292 2,280,364,159 11,266,882,451
106 Annual Report 2019-2020 One Shipyard One Standard
30 RELATED PARTIES TRANSACTIONS - note 11 & 2.19 The Company carried out a number of transactions with related parties in the normal course of business on arms length basis:
Volume of Sl. Nature of Closing Balance Name of the Parties Relationship Transaction (Net) No. Business (Taka) Taka Western Marine Financial 1 Common Director 4,013,948 42,679,162 Services Limited Transactions New Western Marine Financial 2 Common Director 38,955,737 414,205,251 Shipbuilders Limited Transactions Western Fishers Financial 3 Common Director 1,920,612 20,421,319 Shipyard Limited Transactions Financial 4 IHC-WMShL Limited Common Director 29,716,580 315,967,353 Transactions
31 EMPLOYEES
Number of Employees
30-Jun-20 30-Jun-19 Directors 14 14 Officers 110 119 Staffs & Workers 763 898 887 1,031 32 CAPACITY & PRODUCTION 30-Jun-20 30-Jun-19 MT MT Capacity Per Year 120,000 120,000 Installed Capacity- Annual 95,000 95,000 Actual Buildup 88,300 88,300 33 EVENTS AFTER THE REPORTING PERIOD The Board of Directors in its 185th Board Meeting dated: 23th October 2020 recommended 2.5% Stock Dividend (Bonus) and 0.50% Cash, 2019-2020 for general Shareholders. 34 GENERAL Figures appearing in these accounts have been rounded off to the nearest taka. Previous year's phrases & amounts have been re-arranged, wherever considered necessary, to conform to the presentation for the year under review.
CHIEF FINANCIAL OFFICER DIRECTOR MANAGING DIRECTOR
COMPANY SECRETARY CHAIRMAN
PINAKI & CO. Chartered Accountants
Annual Report 2019-2020 107 Western Marine Shipyard Limited
Our Products
108 Annual Report 2019-2020 Shipyard One Standard
Our Products
Annual Report 2019-2020 109
Registered Office & Shipyard: Kolagaon, No.4, Kolagaon Union, Patiya, Chittagong, Bangladesh.
to attendand voteinmy/our behalf at the 19th Annual General Meeting (AGM) of the Company to be held on 12th December 2019 at 10.00 am at Shaheen Golf Club Convention Centre, Air Port Road, East Patenga, Chittagong and at any adjournment thereof.
2019.
Registered Office & Shipyard: Kolagaon, No.4, Kolagaon Union, Patiya, Chittagong, Bangladesh.
1/We do hereby recordmy/our attendance at the19th Annual General Meeting (AGM) of the Company tobe held on 12th December 2019 at 10.00 am at Shaheen Golf Club Convention Centre, Air Port Road, East Patenga, Chittagong.