BPML Annual Report 2020.Pdf
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SOVEREIGN IN WAVE Sovereign in Wave The theme “Sovereign in Wave” defines that this company has the own capability to maintain distinction even in any calamitous situation. As well as the wheel of a ship, used as in metaphor, implies the process of total internal and external control by the competent and skilled leadership. Printed on Bashundhara Paper on Bashundhara Printed 27th Annual Letter of Transmittal 05 General Meeting AGM Notices (English Version) 06 AGM Notices (Bangla Version) 08 Access process to join Virtual General Meeting 11 Company Performance at a Glance FY 2019-2020 13 Over View Overview of the Group 15 Overview of the BPML 16 Our Mission 18 Our Values 19 Commitment and Priority 20 Code of Conducts 23 Policy Statement 24 Corporate Directory 26 Time line of the BPML 28 Leadership Chairman’s Message 32 Managing Director’s Review 34 Board of Directors 37 CONTENTS Director’s Profile 38 Bashundhara Paper Mills Ltd. Printed on Bashundhara Paper on Bashundhara Printed Annual Report-2020 Information for Director’s Report to Shareholders 43 Shareholders Performance of last 5 years 65 Graphical Presentation 66 Statement of Wealth Creation & Distribution 68 Communication of Shareholders 69 Shareholdings Position 70 Financial Statements CFO & CEO Declaration on Financial Statements 73 Independent Auditors’ Report to the Shareholders 74 Statement of Financial Position 78 Statement of Comprehensive Income 79 Statement of Changes in Equity 80 Statement of Cash Flow 81 Notes to Financial Statements 82 Corporate Governance Statement on Corporate Governance 145 Report of the Audit Committee 147 Report of the Nomination and Remuneration Committee 150 Corporate Goveranance Compliance Certification 153 Status Report on Corporate Governance Code 154 Achievements & Others Global Footprint of BPML 169 Awards and Certification 170 Corporate Social Responsibility 172 Brand Communications 173 26th AGM in Action 176 Shareholders Proxy Form (English Version) 179 Attendance Form Proxy Form (Bangla Version) 180 Bashundhara Paper Mills Ltd. Annual Report-2020 Paper on Bashundhara Printed 27th ANNUAL GENERAL MEETING Bashundhara Paper Mills Ltd. 04 Printed on Bashundhara Paper on Bashundhara Printed Annual Report-2020 LETTER OF TRANSMITTAL To All Stakeholders of Bashundhara Paper Mills Limited; Bangladesh Securities and Exchange Commission; Registrar of Joint Stock Companies and Firms; Dhaka Stock Exchange Limited; Chittagong Stock Exchange Limited; Bangladesh Bank and all Financial Institutions; National Board of Revenue. Concertation: Annual Report of Bashundhara Paper Mills Limited for the year ended 30 June 2020. Dear Sir (s), We are pleased to present before you the Annual Report of the Bashundhara Paper Mills Limited (BPML) along with the audited Financial Statements as on 30 June 2020 for your kind information and record. General review of this, unless explained otherwise, is based on the financials of the ‘BPML’. Yours sincerely, Sd/- M. Mazedul Islam Company Secretary in charge Bashundhara Paper Mills Ltd. 05 Annual Report-2020 Paper on Bashundhara Printed NOTICE OF ANNUAL GENERAL MEETING NOTICE OF THE 27th ANNUAL GENERAL MEETING (Virtual Meeting through Digital Platform) Notice is hereby given that the 27th Annual General Meeting of the Members of Bashundhara Paper Mills Limited will be held on Thursday, 24 December, 2020 at 10:30 AM (local time) by using Digital Platform through the link- http://bpml.digitalagmbd.net to transact the following business: A. Special Business: To consider and if deem fit to pass the following resolution as “Special Resolution” to be read as follows- 1. To amend the Article no. 122 of the Articles of Association of the Company. “122. Subject to the approval of the Board of Directors, the company can open bank account(s) with any schedule bank(s) and financial institution(s). The company's bank account(s) would be operated- i) jointly by two Directors; and/or ii) by any other person or persons as decided or nominated by the Board of Directors from time to time.” 2. To amend the IPO Prospectus: BO ID number of two Directors of the Company. “That the BO ID numbers of - i) Mr. Md. Imrul Hassan and ii) M/S. East West Property Development (Pvt.) Ltd. be and are hereby amended as 1203250018087777 and 1601880000066143 respectively, instead of 1202550023711915 and 1202550025299080 at Part-XXIII (b), Page no. 238 in the IPO Prospectus of the Company with immediate effect.” B. Ordinary Business: 1. To receive, consider and adopt the Directors’ Report, the Auditors’ Report and the Audited Accounts of the Company for the Financial Year ended on 30 June 2020; 2. To declare and approve the Dividend for the Financial Year ended on 30 June 2020; 3. To elect the Directors; 4. To appoint Statuary Auditors for the Financial Year 2020-2021 and to fix their remunerations; 5. To appoint Compliance Auditors for the Financial Year 2020-2021 and to fix their remunerations. By Order of the Board of Directors Sd/- M. Mazedul Islam Date: 26 November,2020 Company Secretary in charge Bashundhara Paper Mills Ltd. 06 Printed on Bashundhara Paper on Bashundhara Printed Annual Report-2020 Notes: i. The “Record Date” of the Company has been fixed on 30/11/2020. Members whose names appeared in the Company's Member Register (certificated and depository) at the close of business on the Record Date be entitled to attend/join the Annual General Meeting. General Shareholders (excepting the Sponsors, Directors and Pre-IPO placement holders) will only be entitled to receive the dividends; ii. The 27th AGM of the Company would be conducted through “Digital Platform” in accordance with the Order No. SEC/ SRMIC/04-231/932 dated 24 March 2020 of Bangladesh Securities and Exchange Commission (BSEC); iii. The details log-in process for the meeting though the mentioned link will be available in the Company’s website www.bashundharapapermills.com and the link will be emailed to the respective Member’s address which is available with the registers on the record date. The members will be able to log-in with the link 24 hours before the time fixed for the Meeting for expressing their valuable comments. Please visit the website for technical assistance (if any) in accessing the virtual meeting; iv. Any member entitled to attend and vote at the Annual General Meeting may appoint a proxy on his/her behalf provided that such proxy must be a member of the company. The Proxy Form (attached with the Annual Report) must be affixed with revenue stamp of Tk. 20/- and must be sent through at the email to [email protected] not later than 72 hours before the time fixed for the Meeting; v. Members are requested to notify the changes of their bank accounts and addresses including email addresses (if any), through their respective Depository Participants (DP) well in time; vi. The soft copy of the Annual Report-2020 of the Company will be sent to the e-mail addresses of the Members available in their BO accounts maintained with the CDBL as per BSEC Notification No. BSEC/CMRRC D/2006-158/208/Admin/81dated 20June 2018. The Annual Report-2020 will also be available in the website www.bashundharapapermills.com of the Company. 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