Annual Report 2018-2019 INSIDE THIS REPORT Year ended 30 June 2019 Key Highlight 05: 53rd AGM No�ce 06: Ten Principles of Global Compact (UN) Pg 02 08: The Founder 09: Board of Directors 10: Value Added Statement 11: Message from the Chairman Membeembersrs Mee�ng 12: 5 years Opera�onal Result No�ce 13: Statement from the MD 14: Together we are Strong Pg 05 16: Milestone of Excellence 18: Corporate Governance 26: We Export to 28: Directors’ Report (English) We Export to 36: Management Discussion & Analysis 45: Status of CGC Compliance 51: Directors’ Report (Bangla) Pg 26 59: Financial Profile 60: Auditors’ Report Directoectorrs’ Report 64-83: Consolidated Financial Statement Statement of Financial Posi�on Statement of Profit or Loss and Pg 28 other Comprehensive Income Statement of Changes in Equity Statement of Cash Flows Managementt’s 84-114: Standalone Financial Statement Statement of Fininanancicialal Posi�on Discussion & Analysis Statement of Profit or LoLoss andand other Compreprehensensivive InIncocome Pg Statement of ChanChanges in EqEquity 36 Statement of CasCash Flolows 115: Subsidiary Profile 128: Glimpse of 52nd AGAGM FiFinanancial 129: Proxy Form Profile 131: Corporate Innfo. & CoCommpplliiaanncce Pg 59 Square Pharmaceu�cals Ltd. Square Centre 48 Mohakhali Commercial Area Dhaka, Bangladesh Square Pharmaceuticals Ltd. ABOUT US SQUARE Pharma, the largest pharmaceuticals company in the Country, is a trusted name in the pharmaceuticals sector of Bangladesh. Like most indigenous concern it made its debut in a humble way in 1958 as a Partnership Firm under the leadership of Late Samson H Chowdhury. The following year, 12 working people, occupied floor space of 3,000 sq. ft., first production EASTON’S syrup and made a turnover of Tk. 55,000. In 1964, Partnership Firm converted into a Private Limited Company, then in 1991, converted into a Public Limited Company and become Publicly Listed Company in 1995. SQUARE today symbolizes a name - a state of mind. From the inception in 1958, it has today burgeon into one of the top line conglomerates in Bangladesh. SQUARE Pharma, the flagship company, is holding the strong leadership position (#1) in the pharmaceutical industry of Bangladesh since 1985. It has extended its range of services towards the highway of global market. It pioneered exports of medicines from Bangladesh in 1987 and has been exporting antibiotics and other pharmaceutical products. This extension in business Since 1958 and services has manifested the credibility of SQUARE Pharma. SQUARE Pharma is to emphasize on the quality of product, process and services leading to grow of the company imbibed with good governance practices. www.squarepharma.com.bd Key Highlights of the operations 2018-2019 Square Pharma Consolidated 9.01% 10.85% Profit ales 2018-19: BDT Billion S 12.65 2017-18: BDT Billion BDT 50.87 Billion 11.61 Consist of 646 Pharma, 26 Herbal, Agrovet, Pesticide, 130 34 9.07% 14 Pellet Products and Basic Chemicals. Earning per share 8 EPS 2018-19: BDT 16.03 2017-18: BDT 14.69 11.12% Sales Domestic 24.83% Billion BDT 49.38 Payout (Cash) Market Share 16.95% Dividend 2018-19: BDT 3.31 Billion 2017-18: BDT 2.65 Billion 2.76% 17.41% Export Sales Net Asset Value NAV Billion 2018-19: BDT 67.88 Billion BDT 1.49 2017-18: BDT 57.82 Billion Market Covers 42 Countries Won President’s Award for Industrial Development. 1st place as a successful Enterprise in the category of Large Scale Industry. 2 SPL Annual Report 2018-19 53r 2019 AGM To The Members Bangladesh Securities and Exchange Commission Registrar of Joint Stock Companies & Firms Dhaka Stock Exchange Ltd. Chittagong Stock Exchange Ltd. Annual Report for the year ended June 30, 2019 Dear Sir(s) We are pleased to enclose a copy of the Annual Report containing Directors’ Report, Auditors’ Report alongwith Audited Financial Statements including Statement of Financial Position as at June 30, 2019, Statement of Profit or Loss and other Comprehensive Income, Changes in Equity and Cash Flows for the year ended June 30, 2019 along with notes thereon and all related Consolidated and Subsidiary Financial Statements for your record and necessary measures. With best regards. Khandaker Habibuzzaman Company Secretary Dated: 27 November, 2019 TRANSMITTAL LETTER TRANSMITTAL SPL Annual Report 2018-19 3 WE STRIVE FOR We in SQUARE, strive, above all, for top quality health We strive for practicing care products at the least cost reaching the lowest good-governance in every rungs of the economic class of people in the country. sphere of activities We value our social obligations. covering inter alia not being limited to, We owe our shareholders and strive for protection of disclosure & reporting to their capital as well as ensure highest return and share-holders, holding growth of their assets. AGM in time, distribution We strive for best compensation to all the employees of dividends and other who constitute the back-bone of the management and benefits to shareholders, operational strength of the company through a pay- reporting/dissemination package composing salary/wages, allowances, of price sensitive bonuses, profit participation, leave salary and information, acquisition of superannuation & retirement benefits. shares by insiders, recruitment & promotion We strive for the best co-operation of the creditors & of staff, procurement & debtors the banks & Financial Institutions who provide supplies, sale of assets Financial support when we need them, the suppliers of etc. all that directly and raw materials & suppliers who offer them at the best indirectly affect the prices at the opportune moments, the providers of interest of concerned utilities-power, gas & water etc. and the customers groups - the shareholders, who buy our products & services by redeeming their the creditors, suppliers, claim in time by making prompt payment and by employees, government distributing proper product on due dates to our and the public in general. customers. We strive for an We strive for fulfillment of our responsibility to the environment free from government through payment of entire range of due pollution and poisoning. taxes, duties and claims by various public agencies like municipalities etc. We strive for the We strive, as responsible citizen, for a social order achievement of devoid of malpractices, anti-environmental behaviors, millennium development unethical and immoral activities and corruptive goals for the human dealings. civilization. We strive for equality between sexes, races, religions and regions in all spheres of our operation without any discriminatory treatment. Square Pharmaceuticals Ltd. 4 SPL Annual Report 2018-19 53 AGM 2019 Notice is hereby given that the 53rd Annual General Meeting of the Members of Square Pharmaceuticals Ltd. will be held on Thursday the 12th December, 2019 at 10:00 a.m. at the Samson H Chowdhury Centre, Dhaka Club Limited, Ramna, Dhaka to transact the following business: Agenda-1: To receive, consider and adopt the Audited Financial Statement for the year ended 30th June, 2019 together with the reports of the Directors’ and the Auditors’ thereon Agenda-2: To declare dividend for the year ended 30th June, 2019 Agenda-3: To elect Directors in terms of the relevant provision of Articles of Association. Agenda-4: To appoint Statutory Auditors for the year 2019-2020 and to fix their remuneration. Agenda-5: To appoint Compliance Auditors for the year 2019-2020 and to fix their remuneration. CE Agenda-6: To approve appointment of the Independent Director. NOTI By order of the Board Khandaker Habibuzzaman Company Secretary 27 November, 2019 MEETING 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 17th December 2019, 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.squarepharma.com.bd MEMBERS SPL Annual Report 2018-19 5 THE TEN PRINCIPLES OF GLOBAL COMPACT (UN) The ten principles of Global Compact initiated by the UN Secretary General as have been adopted by Square Pharmaceuticals Ltd. are as follows: HUMAN RIGHTS: ENVIRONMENT: Principle 1 Principle 7 Business should support and respect Business should support a precautionary the protection of internationally approach to environmental challenges. proclaimed human rights within their sphere of influence; and Principle 8 Undertake initiatives to promote Principle 2 greater environmental responsibility; Make sure that they are not complicit and in human rights abuses. Principle 9 LABOR STANDARDS: Encourage the development and Principle 3 diffusion of environmentally friendly technologies. Businesses should uphold the freedom of association and the effective recognition of the right to ETHICAL STANDARDS: collective bargaining. Principle 10 Principle 4 Business should work against The elimination of all forms of forced corruption in all its forms, including and compulsory labor. extortion and bribery. Principle 5 The effective abolition of child labor and Principle 6 Eliminate discrimination in respect of employment and occupation. 6 SPL Annual Report 2018-19 VISION Squa re Pharma MISSION FOCUS VISION WE VIEW BUSINESS AS A MEANS TO THE MATERIAL AND SOCIAL WELLBEING OF THE INVESTORS, EMPLOYEES AND THE SOCIETY AT LARGE, LEADING TO OBJECTIVES ACCRETION OF WEALTH THROUGH FINANCIAL AND MORAL GAINS AS A PART OF THE PROCESS OF THE HUMAN CIVILIZATION. CORPORATE MISSION OUR MISSION IS TO PRODUCE AND PROVIDE QUALITY & INNOVATIVE HEALTHCARE RELIEF FOR PEOPLE, MAINTAIN STRINGENTLY ETHICAL STANDARD IN BUSINESS OPERATION ALSO ENSURING BENEFIT TO THE SHAREHOLDERS, STAKEHOLDERS AND THE SOCIETY AT LARGE. OBJECTIVES OUR OBJECTIVES ARE TO CONDUCT TRANSPARENT BUSINESS OPERATION BASED ON MARKET MECHANISM WITHIN THE LEGAL & SOCIAL FRAMEWORK WITH AIMS TO ATTAIN THE MISSION REFLECTED BY OUR VISION.