Green Group

No.

Name

ID No.

1.

Shekh Forid

104431

2.

Munia Sirat

104447

3.

Anamika Mandal

104457

4.

Asif Ahmed

104483

5.

Md. Al Hadi

104493

6.

Tahsina Azad

104513

7.

Jouthy Pandit Keya

104535

8.

Faisal Ahamed Hanjala

104545

9.

Shahnaz Hossain

104557

Page 1 of 26

Table of Contents

No.
01. 02.

Name of the contents

About Keya Cosmetics Ltd. Determination of Business Profit, Capital Profit, Divisible Profit, Dividend and Interim Dividend of Keya Cosmetics Ltd.

Page no.
3 6

03. 04.

Discussion about the type of their audit report. The list of the significant that are not included in Keya Cosmetics Ltd financial statements but included in the notes to the financial statement which may affect the decision of prospective investors.

8 11

05.

List of the Accounting principles and assumptions that Keya Cosmetics Company LTD. Used.

12

06.

List of the any CSR activities that the company has performed and the amount.

16

07.

The commentary of the quality of disclosure that the Keya Cosmetics Ltd. has disclosed in their Annual Report.

19

08.

Recommendation.

24

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01. About Keya Cosmetics Ltd.

Introduction: Keya cosmetics ltd. is a well known concern of Khaleque group of industries. Originating in 1996, as a public limited company registered with the office of the registrar of joint stock companies and firms with a paid up capital of tk. 240 million and authorized capital of tk. 700 million, Keya cosmetics ltd. is one of the leading cosmetics manufacturing company in Bangladesh. Located at jarun-konabari, Gazipur covering an area of 28,800sft, the company began its production in 1997 with a state-of-art manufacturing facility and has a strong workforce of 744 people. Company Keya Cosmetics Ltd. has been converted as a Public Limited Company in the year 1999. Initial public offering of shares (IPO) was done in 2001 and the company was listed with Dhaka & Chittagong Stock Exchange in the year 2001. The company has been giving hand some dividends to the shareholders every year for which the shares of the company are in high demand in the market and value of shares are going up. Putting together a strong marketing team and recruiting and retaining employees with the needed experience, Keya cosmetics Ltd has developed a set of abilities that enable good marketing strategy execution. Keya cosmetics ltd is always trying to push down authority to lower managers and front line employees. Taking care of budgeting requirements, creating strategy supportive policy, initiative mechanism for continuous improvement, reward system and corporate culture etc are important elements of its marketing strategy. Keya Cosmetics Ltd uses full market coverage strategy which attempts to serve specific customer groups with specific products. Keya Beauty Soap is a renowned Brand in Bangladesh as well as in India and huge exports are being done regularly in India, Bhutan & Middle East. In recognition of exceptional export performance of Cosmetics the Government of Bangladesh has honored Mr. Abdul Khaleque Pathan with export Trophy for consecutive 3 years 2002-2003, 2003-2004 & 2004-2005. Keya Soap is a Brand Ambassador Globally as the Soaps are exported in innumerable countries as a baggage item.

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Mission: Care you in befitting manner with our continuous improved products that feel you better.

Vision: Keya Cosmetics Ltd. aspires to become the leading cosmetics and toiletries manufacturing company in Bangladesh with diverse product portfolio and instill long-term brand loyalty towards its product in addition to its commitment to be a part of a Bangladeshi & various other countries male and female in increasing number.

Objectives: No compromise with quality is the key objective of Keya cosmetics ltd. They are passionate to serve high quality Cosmetics and Toiletries, Detergent Powders, Glycerin Products and Soap Noodles (Sodium Salt of Palmitic Acid), the major raw materials of Beauty and Laundry Soap within affordable price; we are committed to serve our best towards the stakeholders.

Commitments: To support activities for the protection of environment To maintain ethical standards of products quality that care human skin, hair, tooth in all respect. To participate in economic development of the country by the paying to the government exchequer as income tax, vat, import duty and supplementary. To develop a good management team and reward employees in a fair manner. To develop a positive relationship with the shareholders by paying regular good dividend.

Strategy: Keya cosmetics Ltd has always been trying to maintain three types of strategy. A. Products benefit strategy B. Image developing strategy C. Product positioning strategy.

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Market share of major toiletries and cosmetic firms of Bangladesh Sl. No. 1 2 Unilever (BD). Ltd Square (Toiletries Division) 3 4 5 6 7 8 Keya Cosmetics Ltd. Aromatic Cosmetics Ltd. Lily Cosmetics Ltd. Kohinoor Chemical Co. Marks & Allys Ltd. Others Total Market Keya Beauty Soap Aromatic Beauty Soap Lily Beauty Soap Tibet Beauty Soap Camelia Beauty Soap 72 48 72 72 60 36 720 Core 10.00% 6.66% 10.00% 10.00% 8.35% 5.00% 100% Lux Meril Beauty Soap Company Brand Name Yearly Market Share on Toilet Soap (Fig in Crore) Tk. 312 48 43.33% 6.66

Market share of major five toiletries firms

uniliver bd ltd
6% 11% 11% 65% 7%

kohinoor chemicals co. ltd square toiletries ltd. ACI cosmetic including colgate keya cosmetic ltd.

Page 5 of 26

02. Determination of;

Business Profit
Particulars Net turnover Gross turnover VAT ABD S/Duty Less: Cost of Goods Sold Gross Income Less: Operating Expenses: Selling, Distribution and Adm. Exp Financial Expenses Issue Expenses Operating Income/ Business Profit Tk. 2,405,182,974 2,749,675,737 (344,492,763) 1,881,706,044 593,476,930 248,061,753 115,176,797 130,297,580 2,587,376 345,415,178

Capital Profit
Particulars Premium received on the issue of shares. Capital Profit Tk. 739,944,940 739,944,940

Divisible Profit
Particulars Net turnover Gross turnover VAT ABD S/Duty Less: Cost of Good Sold Gross Income Tk. 2,405,182,974 2,749,675,737 (344,492,763) 1,881,706,044 593,476,930

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Less: Operating Expenses: Selling, Distribution and Adm. Exp Financial Expenses Issue Expenses Operating Income/ Business Profit Non Operating Income Net Income Before WPP and WF Allocation of WPP and WF Net Income Before Tax Provision for Income Tax Net Income/ Divisible Profit

248,061,753 115,176,797 130,297,580 2,587,376 345,415,178 35,638,514 381,053,692 (18,290,577) 362,763,114 (97,932,226) 264,830,888

Dividend
10% Stock Divided was declared by the company on existing 147,988,988 ordinary shares. The dividend amount will be: Particulars No. of Ordinary Shares 10% of Ordinary Shares Per Share Stock Dividend amount 147,988,988 14,798,898.8 Tk.10 Tk.147,988,988

Interim Dividend
Keya Cosmetics Ltd did not declare any interim dividend in this period.

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03. Type of the Audit Report of Keya Cosmetics Limited

G. KIBRIA AND CO. Chartered Accountants Auditors Report We have audited to accompanying Statement of financial position of KEYA COSMETICS LIMITED as of June 30, 1012 and the related Statement of Comprehensive Income, Statement of Cash Flow and Statement of Changes in Equity for the year then ended. The preparation of these financial statements is the responsibility of management and. Out responsibility is to express and independent opinion on these financial statement based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statement prepared in accordance with Bangladesh Accounting Standard (BAS), give a true and fair view of the state of the companys affairs as of June 30, 1012 and of the results of its operations for the year then ended and comply with company act, 1994 and other applicable laws and regulations. We also report that: We have obtained all the information and explanations which to be best of our knowledge and belief were necessary for the purpose of our audit and made due verification there of. In our opinion, proper books of account as required by law have been kept by the company so far as it appeared from examination of those books. The companys statement of financial statement position and statement of comprehensive income, statement of cash flow and statement of changes and equity dealt with by the report are in agreement with the books of accounts and returns.

Place: Dhaka Date: 23 Oct 2012

Page 8 of 26

G. KIBRIA AND CO. Chartered Accountants

An audit report can be classified by five types according to their nature. They are 1. Standard Unqualified Audit Report 2. Unqualified Audit Report with Explanatory Paragraph. 3. Qualified Opinion. 4. Adverse Opinion. 5. Disclaimer of Opinion. The audit report of Keya Cosmetics Ltd. as June 30, 1012 has some definite indications by which we can easily identify which type of audit report it is. These are given below-

In the audit report of Keya Cosmetics Ltd we can quote from the Introductory Paragraph thatWe have audited to accompanying Statement of financial position of KEYA CO SMETICS LIMITED as of June 30, 2012 and the related Statement of Comprehensive Income, Statement of Cash Flow and Statement of Changes in Equity for the year then ended. After analyzing the quotation of Introductory Paragraph it can be said that the all the statements like Statement of financial position, Statement of Comprehensive Income, Statement of Cash Flow and Statement of Changes in Equity are included in the financial statement and also dealt with the report are in agreement with the books of accounts and return.

Then we can see in the Scope Paragraph thatWe conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. From this part of the scope paragraph we can understand that the three general standards have been followed in all respects on the engagement by the auditor and also find reasonable assurance that the financial statements are free of material misstatement.

There is an another important portion in the scope paragraph stating thatAn audit includes examining, on test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Page 9 of 26

This part of scope paragraph also described that the auditor accumulated the evidence on test basis for supporting the amount and disclosures in the financial statements. It also described that all accounting principles and significant estimation made by management have been assessed. Then from the opinion paragraph we can quote In our opinion, the financial statement prepared in accordance with Bangladesh Accounting Standard (BAS), give a true and fair view of the state of the companys affairs as of June 30, 1012 and of the results of its operations for the year then ended and comply with company act, 1994 and other applicable laws and regulations. We can realize from the paragraph that the report is made by maintaining Bangladesh Accounting Standard (BAS) and the financial statements gives a true and fair view of the state of the companys affairs as of June 30, 1012 and it complies with the companies laws and regulation.

We can also see that there is no explanatory paragraph after the opinion paragraph. If there is any explanatory paragraph it will be shown after the opinion paragraph.

At the end of the discussion, after evaluating the whole audit report we can understand that the report has fulfilled all the conditions to be a Standard Unqualified Audit Report. Those conditions are, all financial statements are included in the financial statements, three standards have been followed on the engagement, sufficient evidence has been accumulated, and the financial statements are presented in accordance with generally accepted accounting principles (GAAP), no explanatory paragraph or modification of the wording of the report. This audit report is involved with these five conditions. So we can call this report a Standard Unqualified Audit Report.

Page 10 of 26

04. Significant Events not included in Financial Statements but in the Notes
Basic Earnings: The earnings of Keya Cosmetics Ltd. are for the period attributable to ordinary shareholders. As there was no preference share there was no preference dividend, minority interest, or extra ordinary items, the net profit after tax for the period has been considered as fully attributable to the ordinary shareholders. This type of opportunity will attract on the investment decision of prospective investors in this company.

Contingent Liability: In the financial statement there is non contingent liability of Keya Cosmetics Ltd. But the note states that there is no contingent liability as on 30.06.2012 except L/C liabilities. If there is a contingent liability of L/C it will greatly affect the decision of prospective investors. These types of investors do not want to involve with this risk. The company should disclose the contingent liability of L/C and how is the amount. Then the investors compare this amount with the liquidity of the company. Through this way the investors understand that the company has or has not the ability to reduce this type of liability.

Addition of Assets: An amount to Tk. 62.45 million has expensed for a land development during the year 20112012. But the edition of land and land development includes the development cost of land which was under process of registration and said land shown as advance against land. For under process of registration, the company still does not get the ownership of this asset. In any case the process of registration has been prohibited; the company will be stacked with a great problem. Because balance of the period is 38,256,268 and addition during the period is 62,456,301. If it happens the balance of land and land development will go into minus figure. The divestment decision of prospective investors in this company is in high risk.

Bad debt and provision for bad debt: There is no such debt in this respect as on 30 June 2012. The company does not make any provision for doubtful debts as on 30 June 2012, because of the fact that sales/export are being made on regular basis with fixed maturity dates. The debtors occurred in the ordinary course of business are considered good and secured. This much affect the prospective investors decisions.
Page 11 of 26

05. Accounting Principles, Assumptions and Method Used Assumptions

1.Going Concern Keya Cosmetics Company LTD. has adequate resources to carry out its operational existence for the foreseeable future. It is therefore appropriate to adopt going concern basis in preparing the financial statements. 2.Economic Entity As a public limited company Keya Cosmetics LTD. must follow this principle. 3.Monetary Units Transaction denominated in foreign currencies are translated into Bangladesh Taka and recorded at rates of exchange ruling on the date of transaction in accordance with IAS-21 The Effects of Changes in Foreign Currency Rates. 4.Time Period The company used the time period of1st July 2011 to 30th June 2012.

Principles
1.Historical cost Companys financial statements have been prepared in accordance with the going concern principle and Historical Cost convention the significant basis under mercantile accounting system. 2.Revenue recognition The revenue are recognized after satisfying all the conditions for revenue recognition as provided in IAS-18 Revenue Recognition Sales through the distributors are recognized at the time of delivery from depots whether or not billed. Other sales are recognized at the time of delivery from factory godown. 3.Matching To establish brand name and capture market share the company had to spend in advertising and publicity during the year which has been charged to Income Statement as selling expenses in the current year.

Page 12 of 26

4.Full disclosure

Company disclosed its necessary information.

Constraints
1.Materiality The financial statements of Keya Cosmetics LTD. Company have been prepared inconformity with the provisions of the Companies Act 1994, the Securities and Exchange Rules 1987, Accounting Standard (IAS) which is adopted by the Institute of Chartered Accountants of Bangladesh and the relevant rules and regulations. So it is not materially misstated. 2.Cost benefits analysis The financial statements have been prepared in accordance with the going concern principle and Historical Cost convention the significant basis under mercantile accounting system. Fixed Assets are stated at their historical cost less accumulated depreciation in accordance with IAS 16 Property, Plant and Equipment. Cost represents cost of acquisition or construction and capitalization of pre production expenses including interest during construction period No depreciation is charged on land and land development. In case of disposal of fixed assets, no depreciation is charged in the year of disposal. Depreciation of all properties is computed using the reducing balance method in amount sufficient to write off depreciable assets over their estimated useful economic Lives. The annual depreciation rates applied to the principal categories are: Factory Building 5% Plant and Machinery 10% Other Machinery 10% Laboratory Equipment 10% Electrical Equipment 15% Office Equipment 15%
Page 13 of 26

Furniture and fixture 10% Vehicles 20% Fire Fighting Equipment 15% Software Development 15% Other Assets 15% Depreciation has been charged to factory overhead and administrative overhead on usages basis consistently. Inventories comprise Raw Material, Packing Material, Work in Progress, Finished Goods, stationery and spare parts. All these are stated at the lower of the cost and32net realizable value in accordance with IAS-2 Inventories after due allowance for any obsolete or slow moving items. The cost of inventories is assigned by using weighted average cost formula. Net realizable value is determined after deducting the estimated cost of completion and/or cost to be incurred for affecting the sale from sale price.

3.Industry practice

Keya Cosmetics Limited is engaged in production of several kinds and size of soap, saving cream, toothpaste, coconut oil and other cosmetics items since its incorporation. During the year 2010-2011, the Company took over, under a Scheme of Amalgamation, erstwhile Keya Detergent Limited, another publicly listed Company (Producing several kinds and size of detergent powder) and Keya Soap Chemicals Limited, a private Company (producing soap noodles), the backward linkage industry of Keya Cosmetics Limited of Keya Group.

Page 14 of 26

Method
1. Depreciation Depreciation of all properties is computed using the reducing balance method in amount sufficient to write off depreciable assets over their estimated useful economic lives. Depreciation has been charged to factory overhead and administrative on usage basis consistently.

IAS used by Keya Cosmetics Ltd.: For Fixed Assets IAS 16

For Inventories

IAS 02

For Cash Flow Statement

IAS 07

For Foreign Currency Translation

IAS 21

For Revenue Recognition

IAS 18

For Earning Per Share

IAS 33

For Cash Flow Statement

IAS 07

For Proposed Dividend

IAS 10

Page 15 of 26

06. Corporate Social Responsibility

Corporate Governance: Effective working plans of Corporate Governance Collide various unusual complexities. Granted line of strategys adhering to success of any corporate house. Hardeles to satisfied all stakeholders and continuing pressure to increase sales net revenue, profitability. Above all payment of good dividend to the shareholders. Keya Cosmetics limited is committed to good corporate Governance practices. The Companys philosophy is to achieve business excellence and optimize long term shareholders value on a sustained basis by ethical business conduct. The company is committed to transparency in all its dealings and places strong emphasis on business ethics. Looking after the welfare of multiple stakeholders is a fundamental shared value of the company Board of Directors, management and employees. This value system translates into institutionalizing structures and procedures that enhance the efficacy of the Board and inculcates a culture of transparency, accountability and integrity across the company. Company initiative towards this eng include- driving professionalism of the board, create fair and transparent process and reporting systems and go beyond mandated corporate Governance Code requirements of Securities and Exchange Commission.

Foundation of Integrity and Control: Keya Cosmetics Ltd. has a strong history of operating with integrity throughout the Company at all levels, both internally and externally. Keya Cosmetics Ltd. actions and the actions of all Keya Cosmetics Ltd. employees are governed by Keya Cosmetics Ltd. purpose, Values and Principles. Keya Cosmetics Ltd. commitment to operate responsibly is reflected in the steps we have in place to ensure rigorous financial discipline and Corporate Governance. We have an active and highly experienced Board of Directors, with members who understand their role in providing strong corporate governance. Keya Cosmetics Ltd. Audit Committee exclusively guided by Independent Directors, with appropriate financial skills to provide good oversight. The Audit Committee also meets regularly in private session with Companys independent auditors, G Kibria & Co. We maintain strong internal controls. Keya Cosmetics Ltd. rigorous business process controls include an ongoing program of audit, self-assessment, and internal and external audits to ensure compliance with all relevant regulations and standards.

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Size, Composition and Functioning of the Board: The Board of Directors is the highest level of authority in the Organizational structure in Keya Cosmetics Limited. The Board is responsible for the overall direction and is ultimately accountable to the shareholders for the activities, strategies and performance of the Company. The membership of the board during year ended as on 30-06-2012 stood at 04 directors. All directors are equally accountable as per law to the shareholders for the proper conduct of the business. The quorum for the board is at least three directors present in person. The prime concern of the Board is to ensure that the overall activities of the business are conducted responsibilities and with focus on long-term value creation. The board meets as and when required to transact matters placed before then that requires Boards approval and or direction. Board reviews the overall activities of the business and where necessary strategic guidelines are given for onward implementation.

Executive Committee: Next to the Board there is Keya Cosmetics Ltd.s members Executive Committee for close monitoring of business performance and to provide operational guidance. The scope of word of the committee includes but not limited to review of business performance, approval of budget, evaluation and recommendations of the Executive Committee provide significant input to enable the Board to take well-informed decisions.

Management Committee: The responsibility to implement Board and Executive Committee meetings decisions and supervisions of day-to-day business affairs of the company lies with the management committee. They are also responsible for achieving the business plan. The committee consists of functional heads of different operation/business segments.

Audit Committee: An audit committee has been constituted with Keya Cosmetics Ltd. members for ensuring good governance practices. The audit committees of the Board help Keya Cosmetics Ltd. meetings during the year and examined the coverage of internal and external audit.

Internal Control: Keya Cosmetics Ltd. employs sound system of internal control including internal financial control to ensure compliance of its activities with the desired objectives. Over the year we
Page 17 of 26

have successfully implemented a well-designed corporate management structure with clearly defined responsibility, delegation of authority and proper accountability. Keya Cosmetics Ltd. has an appropriate organizational structure manned with qualified professionals for properly carrying Keya Cosmetics Ltd. planning, executing, controlling and monitoring functions of each of the business subunits. The company has a specially assigned team to carry out financial audits of different segments of the business. The Chief Financial Officer who reports to the Chairman heads the team. After corporate review of the report necessary corrective actions are taken.

Shareholder Relations: The company has about 23,450 nos. shareholder as on November 15,2012 (as per record date). The directors place high importance on maintaining good relationships with the shareholders and ensure to keep them informed of significant company developments. The company formally reports quarterly to the SEC, DSE & CSE summarized Financial Position, Comprehensive Income, Changes in Equity and Cash Flows from which shareholders are well in form about the financial health of the company. Annual General Meeting is an important opportunity to meet and communicate with shareholders. Every shareholder or his/her duly authorized representative has the right to attend such meeting. It provides the forum for discussion of the business its future prospects and other matters of interest and concern to the shareholders. In addition, the company has a full fledged corporate affaires secretarial department who addresses different issues like dividend payment enquiries, share transfer, loss of share certificate/dividend warrants, maintain liaison with Central Depository Bangladesh Limited etc.

Social commitment: Keya Cosmetics Ltd. gives top most priority about bonding at various take of social working areas. It allows fresh in experience manpower and opportune them to make themselves experience as well as valuable manpower. As part of the social commitment, the company provided monitory assistance to the organizations to the social height and Keya Cosmetics Ltd. sponsored popular magazine Eattadi which is being telecasted through Bangladesh Television and through which financial help are being rewarded to real poor and helpless people selected from all over Bangladesh.

The amount of CSR activities can not be determined by the annual report.
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07. The quality of disclosure disclosed in Annual Report

The quality of disclosure that the Keya Cosmetics Ltd. has disclosed in their annual repot of 2011-2012 is satisfactory. They have fully disclosed all the important cases in their annual report according to schedule, company act. The important disclosure of the annual report is given below.

Disclosure as per requirement of Schedule XI, Part II of the Company Act. 1984: a. Disclosure as per requirement of Schedule XI, Part II, Note 5 of Para 3: Employee Position for Keya Cosmetics Limited (As at 30th June 2012).

Salary Range Below Tk.3000 Above Tk. 3000 Total

Head Office

Factory

Worker

Total Employee

54.00 54.00

92.00 92.00

463.00 463.00

609 609

b. Disclosure as per requirement of Schedule XI, Part II, Para 4:

Designation Chairperson Director Managing Director Director Total

Remuneration

Festival Bonus

Total Payment

1,074,559.38 2,761,798.15

89,546.62 230,149.85

1,164,106.00 2,991,948.00

3,836,357.54

319,696.46

4,156,054.00

Period of payment to Directors is from 1 July 2011 to 30 June 2012. The above Directors of the company did not take any benefit from the company other than the remuneration and festival bonus. Expense reimbursed to the managing agent - Nil Commission or other remuneration payable separately to a managing agent or his associate - Nil

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Commission received or receivable by the managing agent or his associate as selling or buying agent of other concerns in respect of contracts entered into such concerns with the company - Nil

The money value of the contracts for the sale or purchase of goods and materials or supply of services, entered into by the company with the managing agent or his associate during - Nil

Any other perquisites or benefit in cash or in king stating Nil Other allowances and commission including guarantee commission Nil Pensions, etc. Pensions - Nil Gratuities - Nil Payment from Provident Fund - Nil Compensation for loss of office - Nil Consideration in connection with retirement commission - Nil

c. Disclosure as per requirement of Schedule XI, Part II, Para 7: Details of production capacity utilization.

Actual Production in Particulars License Capacity Installed Capacity in MT MT from 1st July 2011 to 30th June 2012 Annual Production Capacity Not mentioned in the License 33,600.00 27,183.37

Capacity Utilization from 1st July 2011 to 30th June 2012

Capacity Utilization from 1st July 2010 to 30th June 2011

80.90

81.06

d. Disclosure as per requirement of Schedule XI, Part II, Para 8: Raw Materials Spare Parts, Packing Materials and Capital (the value of imported raw materials is calculated on CIF basis).

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Items

Raw Materials

Spare Parts

Packing Materials

Total

Import Purchase in Tk. Local Total Consumption in Tk. % of Consumption of total purchase % of Consumption of total purchase

630,386,440 1,087,564,463

40,165,893

23,546,521

630,386,440 1,151,276,877

1,717,950,930 1,595,829,632

40,165,893 35,684,561

23,546,521 20,564,512

1,781,663,317 1,652,078,705

92.89%

88.84%

87.67%

115.81%

74.44%

82.67%

The company has not incurred any expenditure in foreign currency for the period from 1st July 2011 to 30th June 2012 on account of royalty, know-how, professional fee, consultancy fees and interest. Foreign exchange earning USD 21, 87,871.13 equivalents of BDT 181,451,928/- in respect of export has been calculated on FOB basis. The company has not earned any foreign exchanges for royalty, know-how, professional fees and consultancy fees. The value of export from the period from 1st July 2011 to 30th June 2012.

e. Disclosure as per requirement of Schedule XI, Part II, Para 3: Requirements are the turnover, commission paid to selling agents, brokerage and discount of sales, other than the usual trade discount, the value of the raw materials consumed, giving item-wise as possible, the operating and closing stocks of goods produced. In the case of trading companies, the purchase made and the opening and closing stocks, opening and closing, in the case of other , work-in-process, provision for depreciation, interest on debentures, etc. These requirements stats from Para 3(i)(a) to 3(vi). Compliance status of disclosure of Schedule XI, Part II, Para 3 is given on these requirements.

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Compliance status of Requirements under Disclosure of Schedule XI, Part II, Para 3 3(i)(a) The turnover 3(i)(b) Commission paid to selling agents 3(i)(c) Brokerage and discount of sales, other than the usual trade discout. 3(i)(d)(i) The value of the raw materials consumed, giving itemwise as possible 3(i)(d)(ii) The opening and closing stocks of goods produced 3(i)(e) In the case of trading companies. The purchase made and the opening and closing stocks. 3(i)(f) In the case of companies rendering or supplying services, the gross income derived from services rendered or supplied 3(i)(g) Opening and closing 3(i)(h) In the case of other 3(i)(i) Work-in-progress, which 3(i)(j) Provision for depreciation, 3(i)(k) Interest on the debenture 3(i)(l) Charge for income tax 3(i)(m) Reserved for repayment of share capital and repayment of loans 3(i)(n)(i) Amount set aside or proposed to be set aside or proposed to be set aside, to reserves, but not including provisions made to meet any specific liability, contingency or commitment, know to exist at the date as at which the balance sheet is made up. 3(i)(n)(ii) Amount withdrawn from above mentioned reserve 3(i)(o)(i) Amount set aside to provisions made for meeting specific liabilities, contingencies of commitment 3(i)(o)(ii) Amount withdrawn from above mentioned provisions, as no longer required 3(i)(p) Expenditures incurred on each of the following items, Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Complied Complied Not Applicable Complied Not Applicable Not Applicable Complied Not Applicable Complied Complied Not Applicable Not Applicable

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separately for each item: (i) consumption of stores and spare parts (ii) Power and Fuel (iii) Rent (iv) Repairs of Buildings (v) Repairs of Machinery (vi) (1) Salaries, wages and bonus (2) Contribution to provident and other funds (3) Workmen and staff welfare expenses to the extent not adjusted from any previous provision or reserve. Not Applicable Complied

f. Subsequent Disclosure of events after the Balance Sheet Date Under IAS 10: There is no non-adjusting post balance sheet event of such importance, non disclosure of which would affect the ability to the users of the financial statements to proper evaluation and decision. g. Disclosure as per requirement of Schedule XI, Part 1 (A. Horizontal Form) of Companies Act. 1994 Accounts Receivables: In regard to sundry debtors the following particulars shall be given separately: Debt considered good in respect of which the company is fully secured. The debtors occurred in the ordinary course of business are considered good and secured. Debt considered good for which the company hold on security other than the debtors personal security. There is no such debt in this respect as on 30 June 2012 Debt considered doubtful or bad. The company does not make any provision for doubtful debts as 30 June 2012, because of the fact that sales/export are being made on regular basis with fixed maturity dates. Debt due by directors or other officers of the company. There is no such debt in this respect as on 30 June 2012. Debt due by Common Management. There are no amount due form sister company under common management as on 30 June 2012. The maximum amount due by directors or other officers of the company. There is no such debt in this respect as on 30 June 2012.

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08. Recommendation
After analyzing the Annual Report 2011 - 2012 of Keya Cosmetics Ltd. we will give our recommendation in 3 categories. At the very first part we will show the positive attitude of this Annual Report which is very important for the shareholders and the prospective investors. After that the probable limitations will be discussed which much affect the investors decisions. And at the last part of the recommendation the present condition and the future prospect of Keya Cosmetics Ltd. will be shown.

Positive Attitude: This Annual Report states the Corporate Milestones, Corporate Directory, Information of Share, Financial Presentation of the Financial Highlights, Corporate Social Responsibility, Directors Report to the Shareholders, Procurement and Distribution, Compliance Report, Audit Committee Report, Auditors Report and the Financial Statements and Notes to the financial statement. According to Auditors report, the financial statements of Keya Cosmetic Ltd are prepared in accordance with BAS and give a true and fair view of companys affairs.

The results of operations are complying with the Company Act 1994 and other applicable laws and regulations. All the statements are free from material misstatement. Auditing work is also done according to BSA. Thats why the auditor gives and unqualified audit opinion. In the notes of the report some important events are shown such as bad debt, provision for bad debt, purchase of fixed assets and the contingent liability. This report clearly narrates those events in the notes of the financial statements. It says that all debtors are secure thats why there is no bad debt and no provision is made. So, the disclosure quality of this annual report is satisfactory.

Probable Limitations: We find that the company does not clearly state about their contingent liability. At note- 48: it narrates that there was no contingent liability. But in note 32: it stats that there was no contingent liability as on 30.06.2012 except L/C liabilities. Thats why these two notes make conflict with each other. This type of information creates critical problem among the shareholders and the prospective investors. The decisions of prospective investors will be greatly affected by it.

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Another limitation is, there are some probable limitations of this annual report. First one is the addition of land and land development is shown in the financial statement but the fact is the registration of this land is under process. However it is true that the company do not get the real ownership of this fixed asset. So, this type of asset should not be regarded as the fixed asset in the financial statement.

The Future Prospect of this Company: The legacy of Global Financial crisis consequence by deep economic recession has created a down trend on growth rate for the emerging as well as developed countries of the world and this has brought up humiliating effect on financial market and capital market both home and abroad. To cope with the above scenario, the management of the company materialized amalgamation of Keya Cosmetics Ltd, the long cherished desired or shareholders and successfully completed rights shares offer settled to inflowing Tk. 1,479,889,880.00 by 30th June, 2012 the last day of financial year for payment of bank loans and working capital.

In consideration of quantity of shares i.e. total shares in the year 2010-2011 was 61,152,474 on the contrary total shares in the year 2011-2012 is 147,988,988 which is 142% more than previous year. With prudent management decisions, all indicators and financial health of the company are in the right track. Net Turnover, Net Profit before tax, Payment to the national exchequer as income tax and shareholders equity were Tk. 1,784.04 million, Tk. 354.91 million, Tk. 86.53 million and Tk. 1,531.30 million respectively. On the other hand in the year 2011-2012 indicators are Tk. 2405.18 million (net turnover), Tk. 362.76 million (net profit before tax), Tk. 97.93 million (provision for payment to the national exchequer as income tax) and Tk. 3253.83 million (shareholders equity) respectively.

In socio-economic development and welfare of the consumer the company pays the govt. Exchequer income tax, vat, import duty and supplementary and maintain ethical standards of products quality by continuously improving the products. Save the environment motivating by this motto the company support activities for the protection support activities for the protection of environment. For the equal benefit of the society the company provides CSR activities. As part of the social commitment, the company provided monitory assistance to the organizations to the social height and sponsored popular magazine. Through it financial help are being rewarded to real poor and helpless people selected from all over Bangladesh.

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As shareholders are the key of the company, Keya Cosmetics Ltd declare 10% stock dividend to develop a positive relationship with the shareholders and by rewarding employees the company maintain a good management team and employer-employee relationship.

References
Annual Report 2011 2012 of Keya Cosmetics Ltd. Web: keyagroupbd.com Office of The Keya Cosmetics Ltd. Navana Tower (14th Floor) Suit-A, Plot # 45 Gulshan-1, Dhaka-1212 Phone: 9896973, 9899537 Md. Saheenur Rahman, Asst. General Manager, Dhaka Office. Email- shaheen@keya-bd.com Accounting Principles Weygandt. Kieso. Kimmel Intermediate Accounting Kiso. Weygandt. Warfield Audit Mannual ICAB.

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