ANNUAL REPORT 2019-2020 Premier Cement Mills Limited Avgiv cgÖ v‡Y wekv^ mx 001 Premier Cement Mills Limited Annual Report 2019-2020 General Information (2-64) 4 Virtual AGM Attendance Procedure 5 Letter of Transmittal 6 Media Highlight 8 History Created by Premier Cement 11 Highlights of Mujib Borsho 12 19 years of Glorious Journey 14 Highlights of Covid-19 15 Core highlights for the year 2019-20 at a Glance 16 Core Financial Highlights (Consolidated), 2020 18 Notice of 18th Annual General Meeting (English) 19 Notice of 18th Annual General Meeting (Bangla) 20 About us 22 Shareholding Position 23 Ethos & Values 25 Organization & Management Structure 26 Corporate Information 28 Corporate structure 30 Five years Consolidated Financial Highlight 33 Message from the Chairman 36 Message from the Chairman (Bangla) 38 Managing Director’s Statement 41 Managing Director’s Statement (Bangla) 43 Report of Management Committee 49 Our Products 50 Code of Conduct and Ethical Standards 52 Chairman’s and Directors’ Profile 57 Advisory Profile 58 Profiles of Management Committee 61 Awards and Recognition 64 Corporate Social Responsibilities WHAT’S INSIDE? Premier Cement Mills Limited 002 Annual Report 2019-2020 Corporate Governance (68-111) 69 Report of the Board of Directors 78 Report of the Board of Directors (Bangla) Annexures: 83 i. PCML’s Statement of Corporate Governance: 90 ii. Audit Committee Report 91 iii. Report of the Nomination and Remoneration Committe 93 iv. Directors’ Declaration 94 v. Declaration of CEO And CFO’s 95 vi. Certificate on Corporate Governance Code 96 vii. Certificate of Bangladesh Association of Publicly Listed Companies 97 viii. Report of Risk Management Committe 101 ix. SWOT Analysis 102 x. Report on Corporate Governance Compliance Shareholders & Stakeholders Information (112-132) 113 CFO,s Analysis on Performance (Stand Alone) 122 Financial Highlights of PCML (Stand Alone) 123 Key Ratio Analysis of PCML (Stand Alone) 124 Horizontal Analysis of PCML (Stand Alone) 126 Vertical Analysis of PCML (Stand Alone) 128 Redressal of Investors’ Complaint 130 Our Valuable Shareholders 132 Corporate Compliance Calendar to the Shareholders Integrated Report & Responsibility over the Integrity (133-153) 134 Integrated Reporting 136 Our Business Model 138 How we create value 139 Financial Capital 140 Manufacturing Capital 142 Human Capital 144 Intellectual Capital 146 Stakeholders Analysis 149 Natural Capital 150 Economic Value Added (EVA) Statement 151 Market Value Added Statement 152 Contribution to the Economy of Bangladesh 153 Statement of Value Added And It’s Distribution Financial Statements (155-241) 155 Premier Cement Mills Ltd. (Consolidated) 202 Premier Cement Mills Ltd. (Stand Alone) 228 Premier Power Generation Ltd. 003 Premier Cement Mills Limited Annual Report 2019-2020 VIRTUAL AGM ATTENDANCE PROCEDURE In order to avoid large gathering at one place and to maintain Physical distancing the Bangladesh Securities and Exchange Commission issued an Order (No. SEC/SRMRC/04-231/25 dated 08 July 2020) regarding holding AGM/EGM of listed companies and ordered to use digital platform at different locations considering the geographical dispersal of its members/shareholders. To comply with the said order, the Board of Director of Premier Cement Mills Limited decided to hold its 18th Annual General Meeting in virtual manner by using digital platform. The digital platform is expected to make sure shareholder’s attendance and take part from any place around the world. The procedure of attendance at virtual AGM are as follows: Step-1: Please check whether you are the Shareholder of Premier Cement Mills Limited as on “Record Date” i.e. December 07, 2020. Step-2: Please visit http://premiercement18th.digitalagmbd.net from your laptop, tablet and smartphone. Step-3: Please put your 16-digit BO ID and number of shares as on record date i.e. December 07, 2020 as a proof of your identity to log-in the system. Step-4: Please acknowledge regulatory directives and company communication mode to the public for attending the AGM in digital platform. Premier Cement Mills Limited 004 Annual Report 2019-2020 LETTER OF TRANSMITTAL To All Shareholders of Premier Cement Mills Limited Bangladesh Securities and Exchange Commission (BSEC) Registrar of Joint Stock Companies and Firms (RJSC) Dhaka Stock Exchange Limited (DSE) Chittagong Stock Exchange Limited (CSE) National Board of Revenue (NBR) Subject: Annual Report for the year ended June 30, 2020 Dear Sir(s), We are pleased to enclose a copy of the Annual Report of Premier Cement Mills Limited along with the Audited Financial Statements for the year ended June 30, 2020. Financial Statements comprise both the standalone and consolidated statements of Financial Positions, statements of Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows along with notes to the Accounts of the Company for the year which ended on June 30, 2020. Yours sincerely Kazi Md. Shafiqur Rahman Company Secretary 005 Premier Cement Mills Limited Annual Report 2019-2020 MEDIA HIGHLIGHT 01 Ma 2020 rida Premier Cement Mills Limited 006 Annual Report 2019-2020 007 Premier Cement Mills Limited Annual Report 2019-2020 HISTORY CREATED BY P REMIER C EMENT: New dimension in the relationship between India & Bangladesh. Premier Cement Mills Limited created history when it became the country’s maiden exporter to India’s north-eastern state of Tripura through a new river route (Daudkandi to Sonamora) in a development that is expected to boost cross-border trade and connectivity. The relationship between the two neighboring countries was set to reach another milestone with the first ever export consignment of Premier Brand Cement loaded onto “MV Premier” left Daudkandi on Thursday, September 3, 2020. After almost two months, on the 1st of November, 2020, a cargo ship named MV Premier-6 left Premier Cement’s Narayanganj factory for Karimganj in Assam with 2,500 bags (125 tonnes) of Premier brand cement. The goods are being exported to Assam, India through the Kushiyara River in Sylhet. Earlier on Thursday (October 29), the consignment was approved to take cement via waterway to Karimganj in Assam through the Kushiyara river in Sylhet. Premier Cement Mills Limited 008 Annual Report 2019-2020 This trade has started under the naval protocol between Bangladesh and India. According to BIWTA sources, The Assam government organized a function on Monday (November 9) to receive the consignment. An organization called Kar & Sons of Karimganj is taking this consignment of cement. Mr. Mohammed Amirul Haque, Managing Director of Premier Cement Mills, said, “Last September, we transported goods by water for the first time in Tripura, India and now we have started transporting goods to Assam, another North Eastern state of India’’. This would certainly open a new opportunity for our country to use the waterways to export goods to India. He added that transporting goods by water is more affordable than by road or rail. If the height of the low-rise bridge is increased, large cargo ships will be able to move. Besides, dredging of Gumti River should be done regularly. The use of waterways without hindrances will ensure faster delivery of goods to the northeastern states of India and will also create export opportunities for Bangladesh. Mr. Salah Uddin, Manager (Exports), Premier Cement, said the door was opened for export trade with Assam. With the launch of this waterway, we hope to further increase export trade with the northeastern states of India. Back in September 2020, The Bangladeshi vessel MB Premier, carrying cement from Premier Cement factory, headed out on its journey on Thursday and arrived at Sonamura of Tripura on Saturday, after a 93 km journey on the Gomati River. This was the first-ever export consignment from Bangladesh to Tripura through the inland waterways. The goods were unloaded in Sonamura of Sepahijala district, 60 kilometres from Agartala, the capital of Tripura. The first ever export consignment from Bangladesh to Tripura through inland waterways is being used as a trial run for the operationalization of the Daudkandi (Bangladesh)-Sonamura (Tripura) Inland Waterway Protocol route. Mr. Golam Sadek, the Chairman of Bangladesh Inland Water Transport Authority (BIWTA) inaugurated the new river road of Daudkandi to Sonamora, Tripura. The District Commissioner of Cumilla, Mr. Md. Abul Fajal Mir and high officials of Bangladesh govt. also remained at the inauguration ceremony. With a glamorous arrangement, Chief Minister Biplab Kumar Deb of Tripura accompanied by Indian High Commissioner in Bangladesh, Riva Ganguly Das, Transport Minister Pranajit Singha Roy, Lok Sabha member Pratima Bhowmik , Shri Kiran Gitte IAS, Secretary Govt. of Tripura, India, Dr. P.K Goyal, Director Industries & Commerce received the vessel “MV Premier”. Earlier the BIWTA Chairman greeted the MV Premier Master and Crew while seeing off them with flower bouquet. Mr. Khalid Mahmud Chowdhury, state minister for shipping, Mansukh L. Mandaviya, Minister of State (Independent Charge), India and the high officials of Premier Cement Mills Limited were present in the vessel (MV Premier) receiving ceremony program through video conference. The whole 009 Premier Cement Mills Limited Annual Report 2019-2020 arrangement was conducted in a very cordial and festive manner in both the counties and it was a proud moment for Premier Cement to become the first exporter by waterways and it is believed that the diplomatic relationship between the two neighboring counties will be further strengthened after the historic occasion. According to the industrialists of both countries, the initiative will bring good results towards boosting bilateral trade and the route will become a vital part of the trade with India’s north-eastern states. Enhanced connectivity through inland waterways is very significant because it provides for economical, faster, safer, and cleaner modes of transportation for traders and business communities of both sides and it is expected that from now onwards all the exports and imports would be done by waterways which would save around 50 per cent of expenditure on transportation.