Bar2012 PDF

Annual Report
2012
Annual Report 2012

Being the absolute leader in the paint industry of Bangladesh, Berger Paints
Bangladesh Limited believes in sustainable business. We are concerned about the
various environmental and social issues of the country to improve the quality of our
lives and in respect of that, we have introduced paints that are eco-friendly. This years
annual report is a reflection of our initiative and responsibility towards the environment.
vision
To be the most preferred brand in the industry ensuring
consumer delight.
mission
We shall increase our turnover by 100 percent in every five years. We shall remain
socially committed ethical company.
our spirit
Our customers are our partners

Our people are our strength
Our shareholders are our foundations
We proudly bring inspiration, strength and colour to communities through affiliation with our customers
our corporate
objective
Our aim is to add value to life, to outperform the peers in terms of longevity, customer service, revenue growth, earnings and cash generation.
We will be the employer of choice for all existing and future employees.
our strategy
Our strategy is to build long-term partnerships with the customers/consumers. With their support, we aim to maximize the potential of
our business- through a combination of enhanced quality of product, service, creative marketing, competitive pricing and cost efficiency.
contents
The Company .......................................................................................................... 15
Locations ................................................................................................................ 17
Board of Directors & Executive Management Team........................................................ 19
Biography of the Directors .......................................................................................... 21
Transmittal Letter ...................................................................................................... 25
Notice ..................................................................................................................... 27
Directors Report ...................................................................................................... 29
Audit Committee Report ............................................................................................ 43
Certificate on Corporate Governance ............................................................................ 44
Value Added Statement ............................................................................................. 45
Auditors Report and Audited Financial Statements ......................................................... 47
kKrYJujJ kwtPhr kKfPmhj ..................................................................................... 75
KjrLTPhr kKfPmhj S KjrLKf IJKgtT KmmreL ........................................................... 79
Subsidiary Profile ...................................................................................................... 85
Events ..................................................................................................................... 91
Proxy Form & Attendance Slip .................................................................................... 99
The Company
Berger is one of the oldest names in the paint industry and the
countrys major specialty paints business with products and
ingredients dating back more than 250 years. Louis Berger, a
German national, founded dye and pigment making business in
England in 1760. Louis Berger & Sons Limited grew rapidly with a
strong reputation for innovation and entrepreneurship, culminating
in perfecting the process of making Prussian Blue, a deep blue
dye a color widely used for the uniforms of many European
armies. Production of dyes and pigments evolved into production
of paints and coatings, which till today, remains the core business
of Berger. The company grew rapidly by establishing branches all
over the world and through mergers and acquisitions with other
leading paint and coating manufacturing companies.
Berger has been involved in the paint business in this part of
the world since 1950, when paints were first imported from
Berger UK and subsequently, from Berger Pakistan. In 1970,
Berger Paints Bangladesh Limited (BPBL), erstwhile Jenson
& Nicholson, had set up its paint factory in Chittagong. The
shareholders were Jenson & Nicholson (J & N), Duncan Macneil
& Co. Limited and Dada Group. Duncan Macneil subsequently
sold their shares to the majority shareholder J & N Group. The
Dada Groups share was ultimately vested with the Government
of the Peoples Republic of Bangladesh after the independence
of the country in 1971. The name of the company was changed
from J & N (Bangladesh) Limited to Berger Paints Bangladesh
Limited on January 1, 1980. In August 2000, J & N Investment
(Asia) Limited purchased the Government shareholding. In
December 2005, the company issued 5% shares to the public
and listed with Dhaka Stock Exchange (DSE) and Chittagong
Stock Exchange (CSE).
With the entry of Berger Paints into the Bangladesh market, the
country has been able to benefit from more than 250 years of
global paint industry experience. Over the decades, Berger has
evolved to become the leading paint solutions provider in this
country and has diversified into every sphere of the industry from
Decorative Paints to Industrial, Marine and Powder Coatings.
Berger has invested more in technology and Research &
Development (R&D) than any other manufacturer in this market.
It sources raw materials from some of the best known names
in the world: MITSUI, MOBIL, DUPONT and BASF, to name a
few. The superior quality of Bergers products has been possible

because of its advanced plants and strict quality controls equal
to the best international standards. Investment in technology and
plant capacity is even more evident from the establishment of
Powder Coating and Emulsion plants at the Dhaka factory. The
state-of-the-art Dhaka factory is an addition to Bergers capacity,
making it the paint giant in Bangladesh.
With its strong distribution network, Berger has reached
almost every corner of Bangladesh. The nationwide dealer
network, supported by nine sales depots strategically located
at Dhaka, Chittagong, Rajshahi, Khulna, Bogra, Sylhet, Comilla,
Mymensingh and Barisal has enabled them to strategically cater
to all parts of the country.
The product range includes specialized outdoor paints to protect
against adverse weather conditions, Color Bank, Superior
Marine Paints, Textured Coatings, Heat Resistant Paints, Roofing
Compounds, Epoxies and Powder Coatings. In each of these
product categories, Berger has been the pioneer. Berger also
provides customer support; connecting consumers to technology
through specialized Home Decor service; giving free technical
advice on surface preparation, color consultancy, special color
schemes etc. To bolster customer satisfaction, Berger launched
Breathe Easy- the first odourless paint solution in Bangladesh.
The company also maintained Innova Wood Coating, PowerBond
adhesive and TexBond textile chemicals to cater to the needs of
the customers.
As part of the companys endeavor for excellence and better
service, Berger has expanded its operations to manufacture coil
coatings through its joint venture with Becker Industrial Coatings
Holding AB, Sweden named- Berger Becker Bangladesh Limited.
Apart from business, being a responsible corporate citizen,
Berger Paints Bangladesh Limited has been promoting the
young and creative talents of the country through Berger Young
Painters Art Competition (BYPAC), Berger Award for Excellence
in Architecture (BAEA), Berger Awards Programme for Students
of Architecture of BUET (BASAB), Khulna University Architecture
Department-Berger (KUAD-BERGER) Award etc. Berger Paints
has added another dimension to its social responsibilities by
contributing to the well being of autistic children in Bangladesh
since 2009.
Locations
REGISTERED OFFICE
Berger House
House No. 8, Road No. 2, Sector No. 3
Uttara Model Town, Dhaka-1230
CORPORATE OFFICE
Berger House
House No. 8, Road No. 2, Sector No. 3
Phone: 02-8953665; Fax: 02-8951350
E-mail: info@bergerbd.com
Web Site: www.bergerbd.com
DHAKA FACTORY
102, Mouja-Taksur, Nabinagar, Savar, Dhaka
Phone: +880 (2) 7791964
Fax: +880 (2) 7708091
CHITTAGONG FACTORY
27-D, FIDC Road
Kalurghat Heavy Industrial Area
Chittagong-4212
Phone: +880 (31) 670472
Fax: +880 (31) 671639
POWDER COATING PLANT
Phone: +880 (2) 7708450
Fax: +880 (2) 7708091
EMULSION PLANT
Phone: +880 (2) 7708450
Fax: +880 (2) 7708091
DHAKA SALES OFFICE
272, Tejgaon Industrial Area, Dhaka-1208
Phone: 02-8870233-44 (Hunting)
02-9892708, 02-9897847
Fax: 02-8825770
Email: info@bergerbd.com
CHITTAGONG SALES OFFICE
43/3, Chatteswari Road
GPO Box No. 353, Chittagong-4000
Phone: 031-618807, 615893-4
Fax: 031-620507
SYLHET SALES OFFICE
70, Antarango, Shahi Eidgah(Supply Road)
Kazitulla, Sylhet-3100
Phone: 0821-712215
KHULNA SALES OFFICE
2, KDA Approach Road
Sonadanga, Khulna-9000
Phone: 041-722262
BOGRA SALES OFFICE

31, Piari Sanker Street
Katnar Para
Bogra-5800
Phone: 051-62567
COMILLA SALES OFFICE
214, Ashrafpur, EPZ Road
Comilla-3500
Phone: 081-63403
RAJSHAHI SALES OFFICE
520, Talaimari
Ghoramara, Boalia, Rajshahi
Phone: 0721-773512
MYMENSINGH SALES OFFICE
304, Mashkanda
Mymensingh
Phone: 091-51754
BARISAL SALES OFFICE
2157, South Shagordi
Hazi Bari Road, Barisal
Phone: 0431-72030, 0431-72031
BERGER HOME DECOR (BANANI)
House-24 (1st Floor), Road-11
Block-F, Banani, Dhaka
Phone: 9872428
E-mail: decor@bergerbd.com
BERGER HOME DECOR (DHANMONDI)
House-39/B (New), Road-16 (New)
Dhanmondi, Dhaka-1207
Phone: 8126669
E-mail: decor_dra@bergerbd.com
BERGER HOME DECOR (UTTARA)
House-46, Rabindra Sarani, Sector-07
Phone: 8918250
E-mail: decor_uttara@bergerbd.com
SUBSIDIARY COMPANY
Jenson & Nicholson (Bangladesh) Limited
70, East Nasirabad Industrial Area
Baizid Bostami Road
Chittagong-4000
Phone: 031-682462
Associate Company
Berger Becker Bangladesh Ltd.
Building-3, Plot-102, Mouja-Taksur
Nabinagar, Savar, Dhaka
Phone: +880 (2) 7791964
Fax: +880 (2) 7708091
Board of Directors & Executive Management Team

BOARD OF DIRECTORS
Mr. Gerald K Adams
Ms. Rupali Chowdhury
Mr. K. R. Das
Mr. Anil Bhalla
Mr. Subir Bose
Mr. Jean-Claude Loutreuil
Mr. M. Azizul Huq
Ms. Rishma Kaur
Mr. Abdul Khalek
Chairman
Managing Director
Non-Executive Director
Non-Executive Independent Director
Non-Executive Independent Director
Director
EXECUTIVE MANAGEMENT TEAM

Mr. Abdul Khalek
Mr. Nazimuddin Helali
Mr. Md. Mohsin Habib Chowdhury
Mr. Mohammad Ahsun Ullah
Ms. Humaira Fatema Hamim
Mr. H. M. Rakib Ullah Bashar
Mr. Rashedul Haque
Mr. Sabbir Ahmed
Mr. Mohammad Abu Nader Al Mokaddes
Mr. A. S. M. Obaidullah Mahmud
Mr. Anupam Paul
Mr. Muhammad Kawsar Hasan
Mr. Abul Kasem Md. Sadeque Nawaj
Mr. Syed Salahuddin Abu Naser
Mr. Imranul Kabir
Mr. Syed Mizanur Rahman
Mr. Md. Azizul Hoque
Mr. A. M. M. Sajjad
Mr. Md. Abdus Sabur Khan
Mr. Mohammad Khasru Meah
Managing Director
Director Finance
GM-Manufacturing
GM-Sales & Marketing
GM-Treasury & Financial Accounting
GM-Human Resource & Administration
GM-Financial Planning & Monitoring
GM-Supply Chain
GM-Business Process, Risk & Compliance
GM-Information Technology
Head of Research & Development
Plant Manager, Dhaka Factory
Plant Manager, Chittagong Factory
Head of Marketing
General Sales Manager (GSM)-Trade
GSM-Industrial,Marine & Special Coatings
Manager-Human Resource
Sales Manager- Projects, Prolinks & Home Dcor
Manager-Admin & Labor Relations
Head-Value Added Tax
Head of Cost Accounting
COMPANY SECRETARY
Mr. Abdul Khalek
LEGAL ADVISORS
AUDITORS
PRINCIPAL BANKERS
Corporate Counsel
Suite # 802, Rahat Tower (7th Floor)
14 Biponon C/A, Link Road
West Banglamotor, Dhaka-1000
A. Qasem & Co.

Gulshan Pink City, Suites#01-03
Level# 7, Plot# 15, Road#103
Gulshan Avenue, Dhaka-1212
Standard Chartered Bank

Citibank N. A.
Commercial Bank of Ceylon
HSBC
Mr. S. C. Lala, Advocate

18, Gurkha Doctor Lane
Patharghata, Chittagong
Biography of the Directors

Mr. Gerald K Adams
Chairman since 2004
Mr. Adams is a professional company director and also the founder and MD of a consulting company specialising
in strategy and business development. His directorships include: Berger Paints Bangladesh Ltd., as Chairman;
Berger Paints India Ltd; Bolix SA (Chairman); Sundrop Farms and the Royal Socity for the Protection of Animals,
South Australia.
His previous directorships include Axiom Energy Ltd and the Joint State of South Australia and Carnegie Mellon
University Advisory Board. Prior executive roles include: Managing Director of Orica Consumer Products, the
leading paint and handyman products company in Australia and New Zealand; President and CEO of Box USA;
Chief Executive of the Australian corrugated box business of Amcor Fibre Packaging, a part of Amcor Limited;
Vice President and Director, Business Development, of Kraft Foods, Asia-Pacific; and consultant, the Boston
Consulting Group. He was educated at the Harvard Business School (Cambridge, Mass.) from 1977-79, and
the University of Washington (Seattle, Washington) from 1971-75. Mr. Adams was born in 1953 in the US
and now resides in Australia.

Managing Director since 2008
Ms. Rupali Chowdhury was born in 1960. She is an MBA from IBA, University of Dhaka, and completed
her Graduation with Honors in Chemistry from the University of Chittagong. She started her career with the
multinational pharmaceutical and chemical Company, Ciba Geigy (Bangladesh) Limited, in 1984 as Senior
Officer- Planning, Information and Control and worked there for about six and a half years. She was Brand
Manager while leaving Ciba Geigy (Bangladesh) Limited in 1990. Ms. Rupali Chowdhury joined Berger Paints
Bangladesh Limited in 1990 as Planning Manager and during her tenure she worked for various departments
such as Marketing, Sales, Distribution, Planning and Systems under different supervisory capacities. Ms.
Chowdhury was promoted to the position of Managing Director of the Company on 1 January 2008. She
is also Managing Director of Jenson & Nicholson (Bangladesh) Limited, a 100% subsidiary of Berger Paints
Bangladesh Limited and Director of Berger Becker Bangladesh Limited, a joint venture between Berger Paints
Bangladesh Limited and Becker Industrial Coatings Holding AB, Sweden. She is also an Independent Director
of Marico Bangladesh Limited since 2009. She is President of Bangladesh Paint Manufacturers Association
and member of the Executive Committee of Foreign Investors Chamber of Commerce & Industries (FICCI).
She is a member of the Audit Committee of Berger Paints Bangladesh Limited. She is also rendering services
as executive member of Prothom-Alo Trust, a prominent organization working for promoting, funding and
supporting educational, philanthropic and socially innovative activities/ programmes for the benefit of the
society under the Prothom-Alos wider activities (Prothom-Alo is a highly circulated Bengali newspaper).
Mr. K. R. Das
Director since 1992
Mr. K.R. Das was born in India in 1931. On completion of his graduation in science with honors, he started
his career with Gillanders Arbuthnot & Co. Limited in 1951. He was Head of Pigments Division when he
left Gillanders in 1965. He joined Jenson & Nicholson Limited in 1965 and left the company in 1975 as
General Sales Manager after a long 10 years of service. He joined Berger Paints India Limited in 1975 and
after 20 years of service retired in 1994 as Executive Director. Mr. Das has been working as Management
Consultant since 1994. He is a director of Berger Paints India Limited, and Chairman of RDG Systems
(Pvt.) Ltd, India. Mr. Das is also the Regional Supervisory Director of Berger Paints Bangladesh Limited, and
Chairman of Jenson & Nicholson (Bangladesh) Limited. He is a member of the Audit Committee of Berger
Paints Bangladesh Limited.
BERGER ANNUAL REPORT 2012
21
Mr. Anil Bhalla

Director Since 1994
Mr. Anil Bhalla was born in India in 1946. He graduated in Economics (Hons) from the University of Delhi
and is a Fellow Chartered Accountant. He is the managing partner of JC Bhalla & Co., a reputed Chartered
Accountants firm of India. He has four decades of experience in professional services in both India and
abroad. He has a wide range of experience in auditing, joint venture consultancy, tax consultancy, strategic
business consultancy, business valuations, and mergers & acquisitions.
He was a Member of the Northern India Regional Council of the Institute of Chartered Accountants of India
(ICAI) from 1976 to 1979 and its Chairman from 1978 to 1979. He has served ICAI as member of different
Committees namely Company Law, Expert advisory and Auditing and Assurance Standards Board. He was
an Executive Committee member of the Income Tax Appellate Tribunal Bar Association of Delhi. He was
President of the Institute of Internal Auditors, Florida, USA Delhi Chapter. He is also a Director of Berger
Paints India Limited and Jenson & Nicholson (Bangladesh) Limited. He is a member of the Audit Committee
of Berger Paints Bangladesh Limited.
Mr. Subir Bose

Director since 1995
Mr. Subir Bose was born in India in 1949. He is a Chemical Engineer from the Indian Institute of
Technology, Kanpur and completed his post graduation in Business Administration from the Indian Institute
of Management, Ahmedabad. He started his career with Asian Paints India Limited in 1974. He was the
Industrial Sales Manager while leaving Asian Paints India Limited in 1982. Mr. Bose joined Abucon Nigeria
Limited, Lagos, Nigeria in 1982 and worked there till June 1984. He returned to India in 1984 and joined
Berger Paints India Limited. He was elevated to the position of Managing Director in July 1994 and has
retired from the position in 2012. He is now a Director of Berger Paints India Limited. He is a member of the
Audit Committee of Berger Paints Bangladesh Limited.

Director since 1998
Mr. Jean-Claude Loutreuil was born in 1945 at Saint Laurant Sur Mer in France. He is an MBA from the
University of Paris. He graduated from Pharmaceutical and Chemical High School of Anguerny, France. He
was Managing Director in Janssen Pharmaeutica (Flubenol), Belgium and Managing Director(Veterenary
sector) of Shering Plough. In 1988 he was in charge of U K Paint France as Director in connection with
Russia. He joined U K Paint Russia as Managing Director in Moscow and Krasnodar. He has been working
for the last four decades mostly in Pharmaceutical and Chemical sectors as consultant.
22 BERGER ANNUAL REPORT 2012
Mr. M. Azizul Huq

Non-Executive Independent Director since July 2012
Mr. M Azizul Huq is the Managing Director of GlaxoSmithKline (GSK) Bangladesh Limited, a subsidiary of GSK plc.,
UK, one of the leading pharmaceutical and healthcare companies of the world. Mr. Huq joined GSK Bangladesh
in 1998 and was appointed General Manager- Sales & Marketing in 2000. Mr. Huq was appointed Marketing
Director in 2001 and was called to the Board of GSK Bangladesh before being appointed as Managing Director
in January 2003. Prior to joining GSK, Mr. Huq worked for Rhone-Poulenc (now known as Sanofi) for almost
9 years in progressively responsible marketing roles. A post graduate in Pharmacy from the University of Dhaka
and also an MBA from IBA of the same University, Mr. Huq has almost 24 years professional experience in
the Pharmaceutical Industry in areas such as Sales, Marketing, Distribution, Business Development and General
Management and has been a Board member of GSK Bangladesh for more than 12 years. He is also the Chairman
of Burroughs Wellcome & Co. (Bangladesh) Limited. Mr. Huq plays an active role in the business community and
is an Executive Committee member of the Foreign Investors Chamber of Commerce & Industries (FICCI) and the
Metropolitan Chamber of Commerce and Industries (MCCI). He was born in 1963. He is a member of the Audit
Committee of Berger Paints Bangladesh Limited.
Mrs. Rishma Kaur

Director since March 2013
Mrs. Rishma Kaur holds a Bachelor of Science (Hons) in Business Studies from University of Buckingham,
United Kingdom. She was involved with research on sales and new product development for Cementone
Beaver Ltd., and SC Johnson in United Kingdom. She was Chairperson of Paints & Allied Products Panel
of Chemicals & Allied Products Export Promotion Council (CAPEXIL), India from 1997 to 1999. She was a
Director in Berger Paints India Limited from 1997 to 2003. At present she is National Business Development
Manager and Alternate Director in Berger Paints India Limited. She was born in 1972.
Mr. Abdul Khalek

Director since 2004
Mr. Khalek is a Fellow Chartered Accountant, and has his Masters of Commerce in Accounting from the
University of Dhaka. He joined Proshika Manobik Unnayan Kendra, a leading national NGO in 1985 as an
Auditor. He was Chief Internal Auditor while leaving Proshika in June 1993. Mr. Khalek joined Berger Paints
Bangladesh Limited in 1993 as Management Accountant. Over the period, he served the company under
different capacities and is presently holding the position of Director- Finance & Company Secretary. Mr.
Khalek is also a member of the Board of Directors of Jenson & Nicholson (Bangladesh) Limited, and Berger
Becker Bangladesh Limited.
Mr. Khalek has been a member of the Taxation & Corporate Laws Committee of the Institute of Chartered
Accountants of Bangladesh for the last 17 years. He is also serving the Foreign Investors Chamber of
Commerce & Industries as a member of Trade, Tariff, Taxation & Company Affairs Sub-committee for the
last 14 years and has served as the convener of its Finance Sub-committee during the year 2006-2007.
He is also serving the Metropolitan Chamber of Commerce and Industries as member of Tariff & Taxation
Sub-committee for the last 4 years. Apart from his service, he has been one of the faculty members of The
Institute of Chartered Accountants of Bangladesh for the last 18 years and has authored a good number of
articles on trade and commerce. He is also a member of the Institute of Internal Auditors of Bangladesh. He
was born in 1959. He is a member of the Audit Committee of Berger Paints Bangladesh Limited.
23
Transmittal Letter
April 02, 2013
All Shareholders
Bangladesh Securities and Exchange Commission
Registrar of Joint Stock Companies & Firms
Dhaka Stock Exchange Ltd.
Chittagong Stock Exchange Ltd.
Sub: Annual Report for the year ended 31 December, 2012
Dear Sir(s),
We are pleased to enclose a copy of the Annual Report together with the Audited Financial Statements including the Statement of Financial Position,
Statement of Comprehensive Income and Statement of Cash Flows for the year ended 31 December, 2012 along with notes thereon for your reference
and record.
Yours sincerely,
Abdul Khalek
Director & Company Secretary
Notice
The 40th Annual General Meeting
Notice is hereby given to all Members of Berger Paints Bangladesh Limited that the 40th Annual General Meeting of the Members of the Company will
be held on Sunday, April 21, 2013, at 11.00 am at Trust Milonayatan, Dhaka to transact the following businesses:
Agenda
1.

Report and Financial Statements

To receive, consider and adopt the Financial Statements and the Reports of the Directors and Auditors of the Company for the year ended 31
December, 2012.
2. Dividends
To declare dividend for the year ended December 31, 2012 as recommended by the Board of Directors.

3.
Election of Directors
a) To elect Directors in place of those who shall retire in accordance with the provisions of the Articles of Association of the Company and the
Director recommended by the Board.
b) To approve the appointment of Independent Director.
4.

Appointment of Auditors
To appoint Auditors of the Company for the term until the conclusion of the next Annual General Meeting and to fix their remuneration.
5.
To transact any other business with permission of the chair.
Dhaka, April 1, 2013

By order of the Board of Directors
Abdul Khalek
NOTES:
a) The Record Date was March 31, 2013. Shareholders whose names appeared in the Register of Members on the Record Date will be eligible to
attend the meeting and qualify for Dividend.
b) A member eligible to attend and vote at the Annual General Meeting may appoint a proxy to attend and vote on his/her behalf. Proxy form must be
affixed with requisite revenue stamp and must be submitted to the Registered Office of the Company not less than 48 hours before the time fixed
for the Annual General Meeting.
c) Admittance to the meeting venue will be on production of the attendance slip attached with the Annual Report.
d) The Notice of the Annual General Meeting, Annual Report 2012 and Proxy Form are available at the Companys website www.bergerbd.com
Directors Report
The Directors are pleased to present their 40th report of the Company along with the Audited Financial Statements and Auditors Report for the year
ended December 31, 2012.
1. Industry Outlook and Possible Future Developments in the Industry

Bangladesh Paint Industry had experienced a steady growth until 2010. Since then the industry has been facing several challenges in different
frontiers which made the journey difficult. Global economic meltdown, share market debacle, liquidity crisis and dearth of electricity and gas supply
has badly hit real estate sector, which consequently affected Paint industry.

In the backdrop of upcoming national election and ongoing political instability, 2013 seems more challenging to us. However, strong foreign
remittance and sustainable growth of readymade garments industry are the silver linings which may notch up a better growth with growing
consumer confidence.
2. Sales Growth

The Company achieved 20.41% growth in 2012 in spite of difficult economic condition.
3. New Products

The Company launched a number of new products in 2012 as part of its relentless efforts to fulfill the diversified customer needs and explore
new frontiers.

Continuing with the environment friendly range of BreatheEasy- the first ever odour free and eco-friendly paint in Bangladesh, two more products
were launched in 2012. The new products were BreatheEasy Wall Putty and BreatheEasy Water Sealer. The BreatheEasy series is environment
friendly since it has low volatile organic compound (VOC). Its stain-free and anti-bacterial features protect the wall from stains and fungi.
Berger Paints launched Mr. Expert Tile Adhesive, which is a ready mixed polymer modified multipurpose adhesive with outstanding adhesion/
tensile strength. Mr. Expert Latex Plus, another product in the Mr. Expert series, was launched in 2012. The product is used for high performance
applications in waterproofing and repair works at a convenient but effective way.
To protect house from dirt-prone weather of our country, Berger launched WeatherCoat ANTIDIRT in 2012. This exterior wall paint is formulated
with Nano additives to offer high resistance against paint agglomeration and exposure under Ultra Violet ray. It also offers superior weather
protection against fungus, algae and adverse environmental effects like water penetration and acidic gases.
The Company also launched a good number of high-performance industrial coatings during the year to address the requirements of different industries.
4. Risks and Concerns

The major risk factors and concerns for the company are as follows:

Macro economy
The level of activity within the general economy is of fundamental importance given its influence on construction and industrial activity levels, which
in turn are key market segments for the paint manufacturing industry.
External factors
The Companys results may be affected by factors outside its control such as political unrest, strike, civil commotion and act of terrorism.
Changes in income tax and value added tax

Changes in income tax and VAT laws, upward revision in tax rate and sudden unpredictable changes in other business related laws may adversely
impact results of operations and cash flows.
Changes in environmental, health and safety laws and regulations

In line with global practice, the government has been initiating notable changes in environmental, health and safety laws and regulations. The
Company may require additional investment and expenditure to ensure conformity with future changes.
Exchange rate fluctuation

Since a large proportion of Bergers raw materials are imported, changes in currency exchange rates influence the result of the Companys operations.
Management perception of the risks

While many of the risk areas are beyond control of any single company, Berger is closely watching the trends and developments in each of the risk
areas and takes the best possible measures to mitigate them through product and market diversification, efficient sourcing of materials, use of latest
technology and investment in research and development to gain sustained competitive advantage. Being a strictly compliant company, Berger played
pioneer role installing Effluent Treatment Plant and Incinerator of global standard at its plant in conformity with environment related regulation.
29
5. Financial Performance

The Directors take pleasure in reporting the Financial Results of the Company for the year ended December 31, 2012 and recommend the
following appropriations:
Taka in 000
Particulars
2012
2011
Net Sales
7,611,213
6,321,274
Cost of Sales
5,086,852
4,192,032
Gross Profit
2,524,361
2,129,242
Profit Before Tax
1,022,343
894,799
Provision for Tax
(274,000)
(170,000)
4,447
(3,636)
752,790
721,163
Add: Retained Earning brought forward from previous year
1,213,867
910,105
Amount Available for Distribution
1,966,657
1,631,268
Dividend (Proposed/Paid)
(417,401)
(417,401)
Transfer to un-appropriated profit
1,549,256
1,213,867
32.46
31.10
Provision for deferred tax

Profit After Tax
Basic Earning Per Share (Taka)

Net Operating Cash Flow Per Share (Taka)
Net Asset Value Per Share (Taka)
Gross Profit Margin (%)
Net Profit After Tax Margin (%)
46.48
10.98
100.20
85.74
33.17
33.68
9.89
11.41
Resulting from substantial improvement in trade working capital the Net Operating Cash Flow Per Share (NOCFPS) of the Company improved
significantly in 2012.
6. Dividend

The Company has invested a substantial amount for expansion of production capacity as well as diversification of products and businesses.
However, the Directors are pleased to recommend a dividend of 180% i.e. Tk. 18 per share of Tk. 10 each for the year 2012.
7. Corporate Social Responsibility

Being a responsible corporate citizen, Berger has been contributing to different social causes to bring positive changes in the society.

For the 4th year, Berger continued to provide financial and other material aids to organizations working for the development of autistic and differently
challenged children in Bangladesh. This year the company gave such aid to nine organizations. During the year Berger made contribution for the
aid of acid victims and severely cold affected people.
Berger Paints organized the 17th event of Berger Young Painters Art Competition (BYPAC) in 2012 to encourage young talents. This year, Berger
Young Painters Art Competition received tremendous response with submission of 563 paintings from all over the country. Berger paints also
organized a painting competition for autistic children along with 17th BYPAC.
The 1st and 2nd rounds of Khulna University Architecture Department-Berger (KUAD-BERGER) Award giving ceremony for the students of
architecture, Khulna University took place in 2012 in coordination with Department of Architecture, Khulna University.
The Company also facilitates interns of different academic backgrounds to let them gain firsthand knowledge and experience of the corporate
world, and thus groom the potential leaders of the society.
8. Contribution to National Exchequer

During the year, the Company has contributed around Tk. 1,980,871 thousand to the National Exchequer as Customs Duty, Income Tax, Value
Added Tax and Supplementary Duty.
9. Subsidiary Company

The statement of the holding companys interest in the subsidiary company Jenson & Nicholson (Bangladesh) Limited as specified in sub section
1 of section 186 of The Companies Act 1994 is attached to the Annual Report and Financial Statements of the Company.
10. Election of Directors

The Directors retiring by rotation under Article 121 and 122 are Mr. Gerald K. Adams and Mr. Jean-Claude Loutreuil who, being eligible, offered
themselves for re-election.

Mr. M. Azizul Huq was appointed Independent Director for three years in the 143rd Board Meeting held on July 30, 2012. In accordance
with Bangladesh Securities and Exchange Commissions notification no. SEC/CMRRCD/2006-158/134/Admin/44 dated August 7, 2012 his
appointment is placed before the shareholders at the 40th Annual General Meeting for approval.
In the meeting of the Board of Directors of the Company held on 17.03.2013 Mrs. Rishma Kaur, nominee of J&N Investment (Asia) Limited,
was appointed as an additional Director in pursuance of the power conferred upon the Board by Article 111 of the Articles of Association of
the Company. As required by section 91(1)(b) of the Companies Act 1994 the name of Mrs. Rishma Kaur, nominee of J&N Investment (Asia)
Limited, is proposed as a candidate for election as a Director. As required by section 93 of the Companies Act 1994 Mrs. Rishma Kaur has given
her consent to act as a Director of the Company. Mrs. Rishma Kaur, being the nominee of J&N Investment (Asia) Limited, which is holding 95%
shares in the Company, may be elected as a Director.
The Board of Directors recommends the above re-elections/election and appointment.
11. Appointment of Auditors

The auditors, Messrs A. Qasem & Co., Chartered Accountants, will retire at the conclusion of the ensuing Annual General Meeting and
being eligible under section 210 of the Companies Act 1994 read with Bangladesh Securities and Exchange Commissions order no. SEC/
CMRRCD/2009-193/104/Admin/ dated July 27, 2011, offered themselves for reappointment.
12. Corporate Governance

The Status Report along with relevant disclosures and declarations required to be presented by the Company in pursuance of the notification
no. SEC/CMRRCD/2006-158/134/Admin/44 of August 7, 2012 issued by Bangladesh Securities and Exchange Commission is attached as
Annexure 1, 2, 3, 4 and 5 of this report.
13. Human Resource

As in the past, the Company continued to experience industrial peace and harmony throughout the year. The Company pursues policy for training
and development program both locally and abroad to enhance and update the skills and knowledge of its human resources. The Board wishes to
put on record its deep appreciation for the co-operation and efforts of all employees for the betterment of the organization.
14. Management Appreciation

The members of the Board of Directors would like to take this opportunity to express their heartfelt thanks to all stakeholders like Employees,
Customers, Banks, Insurance Companies, Government Authorities, Auditors, Bangladesh Securities and Exchange Commission, Dhaka Stock
Exchange Limited, Chittagong Stock Exchange Limited, Central Depository Bangladesh Limited, utility providers and finally the Shareholders for
their immense support and contribution towards the success of the Company.
On behalf of the Board,
Gerald K. Adams
Chairman
March 17, 2013
31
Annexure 1
The Directors also report that:
a) The Financial Statements prepared by the management of the company present fairly its state of affairs, the result of its operations, cash flows and
changes in equity.
b) Proper books of accounts as required by law have been maintained.
c) Appropriate accounting policies have been consistently applied in preparation of the financial statements and that the accounting estimates are
based on reasonable and prudent judgment.
d) International Accounting Standards (IAS)/Bangladesh Accounting Standards (BAS)/International Financial Reporting Standards (IFRS)/Bangladesh
Financial Reporting Standards (BFRS), as applicable in Bangladesh, have been followed in preparation of the financial statements and any
departure there-from has been adequately disclosed.
e) The system of internal control is sound in design and has been effectively implemented and monitored.
f) There are no significant doubts upon the companys ability to continue as a going concern.
g) The company does not have significant deviations from the last years operating results.
h) Segment-wise performance during the year is presented in note 2.25 of the Audited Financial Statements.
i) Details of related party transactions have been presented in note 36 of the Audired Financial Statements.
j) The company did not have any extraordinary gain or loss during the period in consideration.
k) The company did not make any public issue during the year. The proceeds of IPO in 2005 were utilized in the manner specified in the prospectus.
The financial results of the company did not deteriorate after the company went for IPO.
l) There was no significant variance between Quarterly Financial Performance and Annual Financial Statements during the year.
m) The remuneration to the directors including independent directors have been disclosed in note 34 of the Audited Financial Statements.
n) Key operating and financial data of preceding 5 (five) years have been summarized in Annexure 3.
o) The number of Board meetings held during the year and attendance by each director has been disclosed in Annexure 4.
p) The pattern of shareholding as required by the BSEC notification SEC/CMRRCD/2006-158/134/Admin/44 dated August 7, 2012 has been
disclosed in Annexure 5.
q) Required information about director being appointed/re-appointed has been presented in Biography of Directors section of the Annual Report.
Annexure 2
Status of compliance with the conditions imposed by the Commissions Notification No. SEC/CMRRCD/2006-158/129/Admin/44 dated 07 August
2012 issued under section 2CC of the Securities and Exchange Ordinance, 1969:
(Report under Condition No. 7.00)
Condition
No.
Title
Compliance Status
(Put in the appropriate column)
Complied
Board of Directors:
1.1
Boards Size: Board members should not be less than 5 (five) and
more than 20 (twenty)
1.2
Independent Directors:
1.2 (i)
At least 1/5th
1.2 (ii) a)
Does not hold any or holds less than 1% shares
1.2 (ii) b)
Is not connected with the companys any sponsor, director or

shareholder who holds 1% or more shares.
1.2 (ii) c)
Does not have any other relationship, whether pecuniary or

otherwise with the company or its subsidiary/associated companies.
1.2 (ii) d)
Not a member, director or officer of any stock exchange
1.2 (ii) e)
Not a member, director or officer of any member of stock

exchange or an intermediary of the capital market.
1.2 (ii) f)
Who is not and was not a partner or an executive during the

preceding 3 years of any statutory audit firm.
1.2 (ii) g)
Is not an independent director in more than 3 listed companies
1.2 (ii) h)
Has not been convicted by a court of competent jurisdiction

as a defaulter in payment of any loan to a bank or a Non-Bank
Financial Institution.
1.2 (ii) i)
Has not been convicted for criminal offence involving moral turpitude.
1.2 (iii)
Nominated by the board of directors and approved by the

shareholders in the AGM
1.2 (iv)
The post does not remain vacant for more than 90 days.
1.2 (v)
The board shall lay down a code of conduct of all board members
and annual compliance of the code to be recorded.
1.2 (vi)
The tenure of office of an independent director shall be for a period

of 3 years, which may be extended for 1 term only.
1.3
Qualification of Independent Director (ID):
1.3 (i)
Independent Director shall be a knowledgeable individual with integrity

who is able to ensure compliance with financial, regulatory and
corporate laws and can make meaningful contribution to business.
Not complied
Remarks
(if any)
33
Condition
No.
Title
Compliance Status
Complied
1.3 (ii)
The person should be a Business Leader/Corporate Leader/

Bureaucrat/University Teacher with Economics or Business Studies
or Law background/ Professionals like Chartered Accountants,
Cost & Management Accountants, Chartered Secretaries. The
independent director must have at least 12 years of corporate
management/professional experiences.
1.3 (iii)
In special cases the above qualifications may be relaxed subject to

prior approval of the Commission.
1.4
Chairman of the Board and Chief Executive Officer: The positions

of the Chairman of the Board and the Chief Executive Officer of
the companies shall be filled by different individuals. The Chairman
of the company shall be elected from among the directors of the
company. The Board of Directors shall clearly define respective roles
and responsibilities of the Chairman and the Chief Executive Officer.
1.5
The Directors Report to Shareholders:
1.5 (i)
Industry outlook and possible future developments in the industry
1.5 (ii)
Segment-wise or product-wise performance.
1.5 (iii)
Risks and concerns.
1.5 (iv)
A discussion on Cost of Goods Sold, Gross Profit Margin and Net

Profit Margin.
1.5 (v)
Discussion on continuity of any Extra-Ordinary gain or loss.
1.5 (vi)
Basis for related party transactions
1.5 (vii)
Utilization of proceeds from public issues, rights issues and/or

through any others instruments.
1.5 (viii)
An explanation if the financial results deteriorate after the company

goes for Initial Public Offering (IPO), Repeat Public Offering (RPO),
Rights Offer, Direct Listing, etc.
1.5 (ix)
If significant variance occurs between Quarterly Financial

performance and Annual Financial Statements the management
shall explain about the variance on their Annual Report.
1.5 (x)
Remuneration to directors including independent directors.
1.5 (xi)
The financial statements prepared by the management of the

issuer company present fairly its state of affairs, the result of its
operations, cash flows and changes in equity.
1.5 (xii)
Proper books of account of the issuer company have been maintained
1.5 (xiii)
Appropriate accounting policies have been consistently applied

in preparation of the financial statements and that the accounting
estimates are based on reasonable and prudent judgment.
Not complied
Remarks
(if any)
Condition
No.
Title
Compliance Status
Complied
1.5 (xiv)
International Accounting Standards (IAS)/Bangladesh Accounting

Standards (BAS)/International Financial Reporting Standards
(IFRS)/Bangladesh Financial Reporting Standards (BFRS), as
applicable in Bangladesh, have been followed in preparation of
the financial statements and any departure there-from has been
adequately disclosed.
1.5 (xv)
The system of internal control is sound in design and has been

effectively implemented and monitored.
1.5 (xvi)
There are no significant doubts upon the issuer companys ability

to continue as a going concern. If the issuer company is not
considered to be a going concern, the fact along with reasons
thereof should be disclosed.
1.5 (xvii)
Significant deviations from the last years operating results of the

issuer company shall be highlighted and the reasons thereof should
be explained.
1.5 (xviii)
Key operating and financial data of at least preceding 5 (five) years

shall be summarized.
1.5 (xix)
If the issuer company has not declared dividend (cash or stock) for
the year, the reasons thereof shall be given.
1.5 (xx)
The number of Board meetings held during the year and attendance
by each director shall be disclosed.
1.5 (xxi)
The pattern of shareholding shall be reported to disclose the

aggregate number of shares (along with name wise details where
stated below) held by:
1.5 (xxi) a)
Parent/Subsidiary/Associated Companies and other related parties

(name wise details)
1.5 (xxi) b)
Directors, Chief Executive Officer, Company Secretary, Chief

Financial Officer, Head of Internal Audit and their spouses and minor
children (name wise details);
1.5 (xxi) c)
Executives;
1.5 (xxi) d)
Shareholders holding ten percent (10%) or more voting interest in

the company (name wise details)
1.5 (xxii)
In case of the appointment/re-appointment of a director the company

shall disclose the following information to the shareholders:-
1.5 (xxii) a)
a brief resume of the director
1.5 (xxii) b)
nature of his/her expertise in specific functional areas
1.5 (xxii) c)
names of companies in which the person also holds the directorship

and the membership of committees of the board
Chief Financial Officer (CFO), Head of Internal Audit and Company

Secretary (CS):
Not complied
Remarks
(if any)
35
Condition
No.
Title
Compliance Status
Complied
2.1
Appointment: The company shall appoint a Chief Financial Officer

(CFO), a Head of Internal Audit (Internal Control and Compliance)
and a Company Secretary (CS). The Board of Directors should
clearly define respective roles, responsibilities and duties of the
CFO, the Head of Internal Audit and the CS.
2.2
Requirement to attend the Board Meetings: The CFO and the

Company Secretary shall attend the meetings of the Board of
Directors, provided that the CFO and/or the Company Secretary
shall not attend such part of a meeting of the Board of Directors
which involves consideration of an agenda item relating to their
personal matters.
Audit Committee:
3 (i)
The company shall have an Audit Committee as a sub-committee

of the Board of Directors
3 (ii)
The Audit Committee shall assist the Board of Directors in ensuring

that the financial statements reflect true and fair view of the state of
affairs of the company and in ensuring a good monitoring system
within the business.
3 (iii)
The Audit Committee shall be responsible to the Board of Directors.

The duties of the Audit Committee shall be clearly set forth in writing
3.1
Constitution of the Audit Committee:
3.1 (i)
The Audit Committee shall be composed of at least 3 (three) members
3.1 (ii)
The Board of Directors shall appoint members of the Audit

Committee who shall be directors of the company and shall include
at least 1 (one) independent director.
3.1 (iii)
All members of the audit committee should be financially literate

and at least 1 (one) member shall have accounting or related
financial management experience
3.1 (iv)
When the term of service of the Committee members expires

or there is any circumstance causing any Committee member
to be unable to hold office until expiration of the term of service,
thus making the number of the Committee members to be lower
than the prescribed number of 3 (three) persons, the Board of
Directors shall appoint the new Committee member(s) to fill up the
vacancy (ies) immediately or not later than 1 (one) month from the
date of vacancy (ies) in the Committee to ensure continuity of the
performance of work of the Audit Committee.
3.1 (v)
The company secretary shall act as the secretary of the Committee
3.1 (vi)
The quorum of the Audit Committee meeting shall not constitute

without at least 1 (one) independent director.
Not complied
Remarks
(if any)
Condition
No.
Title
Compliance Status
Complied
3.2
Chairman of the Audit Committee:
3.2 (i)
The Board of Directors shall select 1 (one) member of the Audit

Committee to be Chairman of the Audit Committee, who shall be
an independent director.
3.2 (ii)
Chairman of the audit committee shall remain present in the Annual

General Meeting (AGM)
3.3
Role of Audit Committee:
3.3 (i)
Oversee the financial reporting process.
3.3 (ii)
Monitor choice of accounting policies and principles
3.3 (iii)
Monitor Internal Control Risk management process
3.3 (iv)
Oversee hiring and performance of external auditors
3.3 (v)
Review along with the management, the annual financial statements

before submission to the board for approval
3.3 (vi)
Review along with the management, the quarterly and half yearly
financial statements before submission to the board for approval
3.3 (vii)
Review the adequacy of internal audit function
3.3 (viii)
Review statement of significant related party transactions submitted

by the management
3.3 (ix)
Review Management Letters/Letter of Internal Control weakness

issued by statutory auditors
3.3 (x)
When money is raised through Initial Public Offering (IPO)/Repeat

Public Offering (RPO)/Rights Issue the company shall disclose
to the Audit Committee about the uses/applications of funds
by major category (capital expenditure, sales and marketing
expenses, working capital, etc), on a quarterly basis, as a part of
their quarterly declaration of financial results. Further, on an annual
basis, the company shall prepare a statement of funds utilized
for the purposes other than those stated in the offer document/
prospectus
3.4
Reporting of the Audit Committee:
3.4.1
Reporting to the Board of Directors:
3.4.1 (i)
The Audit Committee shall report on its activities to the Board of

Directors
3.4.1 (ii)
The Audit Committee shall immediately report to the Board of

Directors on the following findings, if any:
3.4.1 (ii) a)
report on conflicts of interests;
3.4.1 (ii) b)
suspected or presumed fraud or irregularity or material defect in the

internal control system;
Not complied
Remarks
(if any)
37
Condition
No.
Title
Compliance Status
Complied
3.4.1 (ii) c)
suspected infringement of laws, including securities related laws,

rules and regulations
3.4.1 (ii) d)
Any other matter which shall be disclosed to the Board of Directors immediately.
3.4.2
Reporting to the Authorities: If the Audit Committee has reported

to the Board of Directors about anything which has material
impact on the financial condition and results of operation and has
discussed with the Board of Directors and the management that
any rectification is necessary and if the Audit Committee finds
that such rectification has been unreasonably ignored, the Audit
Committee shall report such finding to the Commission, upon
reporting of such matters to the Board of Directors for three times
or completion of a period of 6 (six) months from the date of first
reporting to the Board of Directors, whichever is earlier.
3.5
Reporting to the Shareholders and General Investors: Report on

activities carried out by the Audit Committee, including any report
made to the Board of Directors under condition 3.4.1 (ii) above
during the year, shall be signed by the Chairman of the Audit
Committee and disclosed in the annual report of the issuer company
External/Statutory Auditors:
4 (i)
The issuer company should not engage its external/statutory

auditors to perform the following services of the company; namely:Appraisal or valuation services or fairness opinions.
4 (ii)
Financial information systems design and implementation
4 (iii)
Book-keeping or other services related to the accounting records

or financial statements
4 (iv)
Broker-dealer services
4 (v)
Actuarial services
4 (vi)
Internal audit services
4 (vii)
Any other service that the Audit Committee determines
4 (viii)
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
Subsidiary Company:
5 (i)
Provisions relating to the composition of the Board of Directors of

the holding company shall be made applicable to the composition
of the Board of Directors of the subsidiary company
5 (ii)
At least 1 (one) independent director on the Board of Directors of

the holding company shall be a director on the Board of Directors
of the subsidiary company
Not complied
Remarks
(if any)
Condition
No.
Title
Compliance Status
Complied
5 (iii)
The minutes of the Board meeting of the subsidiary company shall be

placed for review at the following Board meeting of the holding company
5 (iv)
The minutes of the respective Board meeting of the holding

company shall state that they have reviewed the affairs of the
subsidiary company also
5 (v)
The Audit Committee of the holding company shall also review

the financial statements, in particular the investments made by the
subsidiary company
Duties of Chief Executive Officer (CEO) and Chief Financial Officer

(CFO):
6 (i)
The CEO and CFO shall certify to the Board that:- They have
reviewed financial statements for the year and that to the best of
their knowledge and belief:
6 (i) a)
these statements do not contain any materially untrue statement

or omit any material fact or contain statements that might be
misleading.
6 (i) b)
these statements together present a true and fair view of the

companys affairs and are in compliance with existing accounting
standards and applicable laws.
6 (ii)
There are, to the best of knowledge and belief, no transactions

entered into by the company during the year which are fraudulent,
illegal or violation of the companys code of conduct.
Reporting and Compliance of Corporate Governance:
7 (i)
The company shall obtain a certificate from a Professional

Accountant/Secretary (Chartered Accountant/Cost & Management
Accountant/Chartered Secretary) regarding compliance of
conditions of Corporate Governance Guidelines of the Commission
and shall send the same to the shareholders along with the Annual
Report on a yearly basis.
The directors of the company shall state, in accordance with the
7 (ii)
Not complied
Remarks
(if any)
Annexure attached, in the directors report whether the company

has complied with these conditions.
39
Annexure 3
Berger Paints Bangladesh Limited
Performance in last five years
Taka in 000
Particulars
2012
2011
2010
2009
2008
2007
Turnover (Net of VAT & SD)
7,611,213
6,321,274
5,483,619
4,595,904
3,881,775
3,047,672
Gross Profit
2,524,361
2,129,242
2,087,964
1,881,063
1,349,966
1,138,528
Profit Before Tax
1,022,343
894,799
905,555
779,772
540,867
466,557
752,790
721,163
704,636
579,681
400,660
339,351
Profit After Tax

Shareholders Equity
2,323,615
1,988,226
1,684,464
1,327,662
910,304
880,667
Total Assets
3,568,101
3,424,689
3,055,465
2,428,256
1,734,193
1,640,406
Total Current Assets
2,291,222
2,264,647
2,011,724
1,592,419
1,059,892
955,112
Total Current Liabilities
1,146,112
1,333,642
1,271,816
1,014,828
753,214
691,271
2.00
1.70
1.58
1.57
1.41
1.38
Current Ratio (Time)
Annexure 4
Attendance at Board Meetings
The number of Board Meetings and the attendance of Directors during the year 2012 were as follows:
Name of Director
Meetings held
Attended
Mr. Gerald K Adams

Non-executive Chairman

Managing Director
Mr. K. R. Das
Non-executive Director
Mr. Anil Bhalla

Non-executive Independent Director
Mr. Subir Bose


Mr. Ashfaque ur Rahman

Mr. M. Azizul Huq

Mr. Abdul Khalek

6
6
Executive Director

Non-executive Independent Director Mr. Ashfaque ur Rahman resigned form the position with effect from 01.07.2012 and Mr. M. Azizul Huq was
appointed as Non-executive Independent Director with effect from 30.07.2012.
Annexure 5
Pattern of Shareholding on December 31, 2012
Categories
Name
Shares
Shareholders holding 10% or more shares
J & N Investment (Asia) Ltd., UK
22,029,370
Chairman
Mr. Gerald K Adams
Nil
Managing Director
10
Director and Company Secretary
Mr. Abdul Khalek
10
Nominee Director
Mr. K.R. Das
10
Independent Director
Mr. Anil Bhalla
10
Nominee Director
Mr. Subir Bose
10
Nominee Director
Nil
Independent Director
Mr. M. Azizul Huq
Nil
Head of Internal Audit
Mr. Sabbir Ahmed
Nil
Executive
Mr. Nazimuddin Helali
Nil
Executive
Mr. Md. Mohsin Habib chowdhury
Nil
Executive
Ms. Humaira Fatema Hamim
Nil
Executive
Mr. Mohammad Ahsun Ullah
Nil
Executive
Mr. H. M. Rakib Ullah Bashar
Nil
The spouses and minor children of above Directors and Executives did not hold any share of the Company on December 31, 2012.
41
Classification of share holders by holding on 31 December 2012

Holdings
Number of holders
Shares
%

Less than
500
shares
Nominee
6
70

Less than
500
shares
G. Public& Inst
1,749
144,850
0.6

501 to
5,000
shares
G. Public& Inst
124
189,450
0.8

5,001 to
10,000
shares
G. Public& Inst
18
136,800
0.6

10,001 to
20,000
shares
G. Public& Inst
9
117,950
0.5

20,001 to
30,000
shares
Institution
1
27,050
0.1

30,001 to
40,000
shares
Institution
3
93,600
0.4

40,001 to
50,000
shares
Institution
3
133,050
0.6

50,001 to
100,000
shares
-
-
-

100,001 to
1,000,000
shares
Institution
1
316,750
1.4

Over
1,000,000 shares Group
1 22,029,370 95.0

1,915 23,188,940 100.0
Audit Committee
The Audit Committee comprises of
1.
2.
3.
4.
5.
6.
Mr. M. Azizul Huq (Chairman)

Mr. Anil Bhalla (Member)
Mr. K. R. Das (Member)
Ms. Rupali Chowdhury (Member)
Mr. Subir Bose (Member)
Mr. Abdul Khalek (Member Secretary)
Mr. M. Azizul Huq and Mr. Subir Bose were appointed member of the Audit Committee with effect from January 1, 2013.
The number of Audit Committee Meetings and the attendance of Directors during the year 2012 were as follows:
Name of Director
Meeting Dates & Attendance

29.01.2012
27.05.2012
14.10.2012
Mr. Anil Bhalla
Mr. K. R. Das
Mr. Abdul Khalek
Risk Committee
1. Ms. Rupali Chowdhury (Chairman)
2. Mr. Abdul Khalek (Member )
3. Mr. Sabbir Ahmed (Member)
4. Mr. Nazimuddin Helali (Member Secretary)
Remuneration Committee
1. Mr. K. R. Das (Chairman)
2. Ms. Rupali Chowdhury (Member)
3. Ms. Humaira Fatema Hamim (Member Secretary)
Capital Purchase Committee
1. Mr. Abdul Khalek (Chairman)
2. Mr. Nazimuddin Helali (Member)
3. Mr. Rashedul Haque (Member Secretary)
Executive Committee
1. Ms. Rupali Chowdhury (Chairman)
2. Mr. Abdul Khalek (Member)
3. Mr. Nazimuddin Helali (Member)
4. Mr. Md. Mohsin Habib Chowdhury (Member)
5. Mr. Mohammad Ahsun Ullah (Member)
6. Mr. H. M. Rakib Ullah Bashar (Member)
7. Mr. Rashedul Haque (Member)
8. Mr. Sabbir Ahmed (Member)
9. Mr. Mohammad Abu Nader Al Mokaddes (Member)
10. Ms. Humaira Fatema Hamim (Member Secretary)
Audit Committee Report for the Year 2012

The Audit Committee of Berger Paints Bangladesh Limited is pleased to confirm that the following activities have been carried out during the year 2012:
l
Enhance good practices in financial reporting and risk management
Ensure establishment of adequate internal controls and compliance with laws and regulations
Ensure that the preparation, presentation and submission of financial statements have been made in accordance with the prevailing laws,
standards and regulations.
In pursuance with Corporate Governance Guidelines 2012, the Audit Committee also reviewed the internal audit reports, the periodical and annual financial
statements and the financial performance of Berger Paints Bangladesh Limited as well as its subsidiary company Jenson & Nicholson (Bangladesh)
Limited for the year ended December 31, 2012. The Committee found adequate arrangement to present a true and fair view of the financial status of
the company and did not find any material deviation, discrepancies or any adverse finding/observation in the areas of reporting.
On behalf of the Audit Committee,
Anil Bhalla
March 17, 2013
43
Certificate on Corporate Governance of

Berger Paints Bangladesh Limited and its subsidiary
We have examined the compliance of conditions of Corporate Governance by Berger Paints Bangladesh Limited and its subsidiary, for the year
ended 31 December 2012, as per the guidelines set by Bangladesh Securities and Exchange Commission (BSEC) by the notification SEC/
CMRRCD/2006-158/129/Admin/43 dated 7 August 2012 issued under section 2CC of the Securities and Exchange Ordinance, 1969.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and
implementation thereof, adopted by the company and its subsidiary for ensuring the compliance of the conditions of Corporate Governance. It is neither
an audit nor an expression of opinion on the financial statements of the company and its subsidiary.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the company and its subsidiary have
complied with the conditions of Corporate Governance as stipulated in the above-mentioned Notification.
We further state that such compliance is neither an assurance as to the future viability of the company and its subsidiary nor the efficiency or effectiveness
with which the management has conducted the affairs of the company and its subsidiary.
Dhaka, 17 March 2013

A. Qasem & Co.

Chartered Accountants
Value Added Statement

For the year ended 31 December 2012
Taka in 000
2012
Amount
2011
%
Amount
Turnover
9,069,818
7,681,060
Less: Purchase of materials & service
5,723,048
4,708,234
Value added
3,346,770
100
2,972,826
100
1,980,871
59.19
1,800,772
60.57
Employees salaries, wages & other benefits
559,497
16.72
450,891
15.17
Shareholders dividend
417,401
12.47
417,401
14.04
Applications:
National Exchequer
Reserve & surplus
389,001
11.62
303,762
10.22
3,346,770
100.00
2,972,826
100.00
45
Auditors Report to the Shareholders of

We have audited the accompanying Financial Statements of Berger Paints Bangladesh Limited which comprise the Statement of Financial Position as at
31 December, 2012, the Statement of Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended,
and a summary of significant accounting policies and other explanatory notes.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with Bangladesh Financial Reporting
Standards (BFRS), 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.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Bangladesh
Standards on Auditing (BSA). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures
selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to
fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entitys preparation and fair presentation of the
financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness
of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial position of Berger Paints Bangladesh Limited as at 31 December
2012 and its financial performance and its cash flows for the year then ended in accordance with Bangladesh Financial Reporting Standards (BFRS),
and comply with applicable sections of the Companies Act 1994, the Securities and Exchange Rules 1987 and other applicable laws and regulations.
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 account as required by law have been kept by the Company so far as it appeared from our examination
of those books.
(c) The statement of financial position, and statement of comprehensive income dealt with by the report are in agreement with the books of
account and returns.
(d) The expenditure incurred was for the purposes of the Companys business.
Dhaka, March 17, 2013

A. Qasem & Co.

47
Audited Financial Statements

Statement of Financial Position

As
at 31 December 2012

Taka in '000
Note 31-Dec-12 31-Dec-11
Applications of Funds
Non - Current Assets
Property, plant and equipment
3.1
1,001,521
1,013,948
4
125,556
14,086
Capital work-in-progress
Intangible assets
5
23,121
34,311

1,150,198 1,062,345
Term deposit
10.1
87,381
58,397
6.1
39,300
39,300
Investments - at cost
126,681 97,697

1,276,879 1,160,042
Current Assets
7 1,190,049 1,346,988
Stocks
Book debts
8
499,686
472,468
Advances, deposits and prepayments
9
147,167
153,202
Cash and bank balances
10.2
364,040
265,362
Inter-company receivables
11
90,280
26,627

2,291,222 2,264,647
Current Liabilities and Provisions

Operational overdraft (OD)
12
(33,171)
(317,423)
Creditors and accruals
13
(848,473)
(758,445)
Provision for royalty
14
(168,773)
(188,614)
Provision for tax
15
(83,490)
(56,684)
Employees' retirement gratuity
16
(5,172)
(6,127)
(6,886)
(6,196)
Unclaimed dividend - local
Liability for unclaimed IPO application money
17
(147)
(153)

(1,146,112) (1,333,642)
Net Current Assets
1,145,110
931,005
2,421,989 2,091,047
Capital Employed
Sources of Funds
Shareholders' Funds
Share capital
18.2
231,890
231,890
Reserves and surplus
General reserve
10,000
10,000
Share premium
19
115,068
115,068
20
1,966,657
1,631,268
Unappropriated profit

2,091,725 1,756,336
Deferred Liabilities
Deferred tax
21
98,374
102,821

2,421,989 2,091,047
22
Contingent liabilities & assets
860,966
484,099
These financial statements should be read in conjunction with the annexed notes
Director
Managing Director
Auditors' Report to the Shareholders

See annexed report

A. Qasem & Co.

Statement of Comprehensive Income


Taka in '000

Note 2012 2011
Sales - net
23
7,611,213
6,321,274
Cost of sales
24
(5,086,852)
(4,192,032)
Gross profit
2,524,361 2,129,242
Expenses
Warehousing, distribution & selling
25
(1,282,451)
(1,046,280)
Administrative
26 (223,197) (190,001)
(1,505,648) (1,236,281)
Trading profit
1,018,713 892,961
Other operating charges
Royalty
14 (59,639) (47,497)
27
(2,430)
(2,700)
Training and consultancy fee
(62,069) (50,197)
Financial expenses (Borrowing costs)
2.17
(17,866)
(43,661)
28.1
125,727
126,594
Other operating income
Net other income
45,792
32,736
Gross operating profit
1,064,505 925,697
Contribution @ 5% of gross operating
profit to workers profits participation &
welfare funds
13.1
(53,225)
(46,285)
Net operating profit 1,011,280 879,412
Dividend income from J&N (B) L
10,000
10,000
Other non-operating income
28.2
1,063
5,387
Profit before tax 1,022,343 894,799
2.14 & 15
(274,000)
(170,000)
Provision for current tax
2.14.1 & 21
4,447
(3,636)

(269,553) (173,636)

Profit after tax
752,790 721,163
Basic earnings per share 35
32.46 31.10
Director
Managing Director

See annexed report

A. Qasem & Co.

49
Statement of Cash Flows


Taka in '000

Note 2012 2011
Cash Flows from Operating Activities (A)
Cash received from customers
7,586,575
6,199,237
Cash received from other operating income
123,146
129,856
Dividend income from JNBL
10,000
10,000
Cash paid to suppliers and employees
(6,376,858)
(5,818,915)
Payment of interest
2.17
(17,866)
(43,661)
Income tax paid
15
(247,194)
(221,955)
Net cash from operating activities
35 1,077,803 254,562

Cash Flows from Investing Activities (B)
Capital expenditures
3.1, 4 & 5
(250,686)
(216,864)
Investment in Berger Becker Bangladesh Limited
6.1
-
(39,200)
10.1
(28,984)
(7,934)
Investment in Non-current assets (FDRs)
3.4
1,513
5,391
Proceeds from sale of assets
Net cash used in investing activities
(278,157) (258,607)

Cash Flows from Financing Activities (C)
Repayment of IPO application money
17
(6)
(416,710)
(416,183)
Dividend paid
Net cash used in financing activities (416,716) (416,183)
Increase/(Decrease) in cash and bank balance (D) = (A+B+C)
382,930 (420,228)

Opening cash in hand and at bank (E)
10.2 & 12
(52,061)
368,167
10.2 & 12 330,869
(52,061)
Closing cash in hand and at bank (D+E)

Director
Managing Director

See annexed report

A. Qasem & Co.

Statement of Changes in Equity


Taka in '000
Share
Capital
Particulars
Balance at 1 January 2011
General
Reserve
Share
Premium
Unappropriated
Profit
Total
Equity
231,890
10,000
115,068
1,327,506
1,684,464
Distribution of dividend
(417,401)
(417,401)
Unappropriated profit for the year
721,163
721,163
Balance at 31 December 2011
231,890
10,000
115,068
1,631,268
1,988,226
Balance at 1 January 2012
231,890
10,000
115,068
1,631,268
1,988,226
Distribution of dividend
(417,401)
(417,401)
Unappropriated profit for the year
752,790
752,790
231,890
10,000
115,068
1,966,657
2,323,615
19
20

Notes
18.2
Director
Managing Director

See annexed report

A. Qasem & Co.

51
Notes to the Financial Statements

1.
The company and its operations

1.1 Legal form of the Company

The Company was incorporated on 6 June 1973 as a Private company limited by shares registered under the Companies Act.
Subsequently the Company has been converted to Public company limited by shares vide extra ordinary general meeting held on 21
June 2005 and was listed with both Dhaka and Chittagong Stock Exchanges of Bangladesh.
1.2.1 Address of the registered and corporate office

The registered and corporate offices of the Company are located at Berger House, House 8, Road 2, Sector 3, Uttara Model Town, Dhaka.
1.2.2 Nature of business activities

The principal activities of the Company throughout the year continued to be manufacturing and marketing of liquid and non-liquid paints
& varnishes, emulsion and coating.
Berger Paints Bangladesh Ltd. owns 100% shares of Jenson & Nicholson (Bangladesh) Limited - J&N (B) L. The principal activities
of J&N (B) L until 12 August 1995 were trading and indenting. It started production and marketing of tin containers and printing of tin
sheets from 12 August 1995 and 1 September 1997 respectively in its factory at 70, East Nasirabad Industrial Area, Chittagong.
Berger Paints Bangladesh Limited also owns 49% shares of Berger Becker Bangladesh Limited - BBBL. BBBL was incorporated in
Bangladesh on 20 December 2011 as a Joint Venture of Becker Industrial Coating Holding AB, Sweden and Berger Paints Bangladesh
Limited. The principal activities of the company are manufacturing and marketing of coil coatings.
Summary of significant accounting principles
2.
2.1
Basis of preparation and presentation of the financial statements
The financial statements have been prepared and the disclosures of information are made in accordance with the requirements of the
Companies Act 1994, The Securities and Exchange Rules 1987, International Accounting Standards (IAS) and International Financial
Reporting Standards (IFRS) as much as practicable. The statement of financial position and statement of comprehensive income
have been prepared according to IAS 1 Presentation of Financial Statements on accrual basis of accounting following going concern
assumption under generally accepted accounting principles and practices in Bangladesh and statement of cash flows is prepared
according to IAS 7 Statement of Cash Flows.
2.2
Accounting convention and assumption
The financial statements are prepared under the historical cost convention.
2.3
Principal accounting policies
The specific accounting policies have been selected and applied by the Companys management for significant transactions and events
that have a material effect within the framework for preparation and presentation of financial statements. Financial statements have been
prepared and presented in compliance with IAS 1 Presentation of Financial Statements. The previous years figures were re-arranged
according to the same accounting principles. Compared to the previous year, there were no significant changes in the accounting and
valuation policies affecting the financial position and performance of the Company. However, changes made to the presentation are
explained in the note for each respective item.
Accounting and valuation methods are disclosed for reasons of clarity. The Company classified the expenses using the function of
expenses method as per IAS 1.
2.4
Application of standards
The following IASs and IFRSs are applicable for the financial statements for the year under review.
IAS
Presentation of Financial Statements
IAS
Inventories
IAS
IAS
Accounting policies, Changes in Accounting Estimates and Errors
IAS
10
Events after the Reporting Period
IAS
12
Income Taxes
IFRS
Operating Segments
IAS
16
Property, Plant and Equipment
IAS
17
Leases
IAS
18
Revenue
IAS
19
Employee Benefits
IAS
21
The Effects of Changes in Foreign Exchange Rates
IFRS
Business Combinations
IAS
23
Borrowing Costs
IAS
24
Related Party Disclosures
IAS
26
Accounting and reporting by retirement benefit plans
IAS
27
Consolidated and Separate Financial Statements
IAS
28
Investments in Associates
IAS
33
Earnings Per Share
IAS
37
Provisions, Contingent Liabilities and Contingent Assets
IAS
38
Intangible Assets
2.5
Tangible fixed assets are accounted for according to IAS 16 Property, Plant and Equipment at historical cost less cumulative depreciation
and the capital work-in-progress is stated at cost.
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 is recognized as non-operating income and reflected in the statement of comprehensive income.
2.5.1 Depreciation of the fixed assets

Tangible assets are depreciated according to the straight-line depreciation method.
Consistently, depreciation is provided on straight-line method on the cost at which the asset is carried in the books of account.
Depreciation continues to be provided until such time as the written down value is reduced to Taka one.
Depreciation on acquisition is made from the month following acquisition and charging of depreciation on item ceases from the month
in which the deletion thereof takes place.
53
The depreciation rate(s) are as follows:
Category of fixed assets
Long leasehold land:
Rate %
Chittagong factory
Corporate Office - Dhaka
Buildings on freehold and leasehold lands
Buildings Other Construction
10
Plant & Machinery
10
Factory & Laboratory equipment
20
Other machinery & equipment
Office equipment
Furniture, fixtures & fittings
Computer
20 (till 1996: 15)
Vehicles Car, Jeep and Micro
25
Delivery Van
20
12.5
15
12.5
Loose tools
50
2.6
Intangible assets
Intangible assets are measured at cost less accumulated amortization and recognized when all the conditions for recognition as per IAS
38 Intangible Assets are met. Subsequent expenditure is capitalized only when it is probable that the future economic benefits embodied
therewith will flow to the Company and its cost can be measured reliably.
2.6.1 Amortization of the intangible assets

Intangible assets are amortized according to the straight-line depreciation method.
The amortization rate(s) are as follows:

Category of intangible assets
Rate %
Software
20
10
Trade marks
2.7
Consolidation of financial statements
The Company has not consolidated the financial statements of its subsidiary (Jenson & Nicholson Bangladesh Limited - JNBL) and
associate (Berger Becker Bangladesh Limited - BBBL) but has taken the investment therein at cost.
2.8

Valuation of stocks
Inventories are stated at the lower of cost or net realizable value in compliance to the requirements of para 21 and 25 of IAS 2.
Category of stocks
Raw and packing materials
Semi finished goods
Finished goods in Chittagong & Dhaka Factory
at warehouses and depots
Stores and consumable items
Promotional items

Basis of valuation
: At weighted average cost
: At standard cost
: At standard cost
: At standard cost
Standard cost comprises value of materials, standard activity cost and overheads.
2.8.1 Stock write off/down

It includes the cost of written off or written down values of redundant, damaged or obsolete stocks which are dumped and/or old stocks.
However, slow-moving items are considered to be not material and capable of being used and/or disposed of at least at their carrying
book value.
2.9
Book debts
Book debts are carried at original invoice amount less an estimate made for doubtful debts based on a review of all outstanding
amounts at the period-end.
2.10
Cash and cash equivalents
Cash and cash equivalents include cash in hand, cash at banks and term deposits which are available for use by the Company without
any restrictions. There is an insignificant risk of change in value of the same.
2.11
Foreign currency transactions
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. Exchange differences at the balance sheet date are charged/credited to the statement of comprehensive income.
2.12
Creditors and accrued expenses
2.12.1 Trade and other payables

Liabilities are recorded at the amount payable for settlement in respect of goods and services received by the Company.
2.12.2 Provision

The preparation of financial statements in conformity with 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,
and the disclosure requirements for contingent assets and liabilities during and at the date of the financial statements.
In accordance with the guidelines as prescribed by IAS 37 provisions were recognized in the following situations:
When the Company has a present obligation as a result of past event;
When it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and
l Reliable estimates can be made of the amount of the obligation.
l
l
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 date of statement of financial position.
Other provisions are valued in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets and, if required, in
accordance with IAS 19 Employee Benefits. Other provisions comprise all recognizable risks from uncertain liabilities and anticipated
losses from pending transactions.
2.13
Employee benefits
2.13.1 Employees retirement gratuity fund

The Company established Gratuity Fund vide Board of Directors resolution # 2(a) of 21st June 2005. The Fund was recognized by
the National Board of Revenue vide order # 6(12)/KAMAPRO/2006/601 of 19th October 2006. During the year 2012 provision was
made equivalent to 1.7 times of one month basic salary (2011, 2010, 2009 & 2008 - 1.7 times, 2007 & 2006 - 1 time and till
2005 - 2 times) of all permanent employees on the payroll of the Company. The year end balance of gratuity account amounting to
Tk 5,172 thousand has been transferred on 28th January 2013.

The Company introduced gratuity scheme in 1978 (effective from 6 June 1973). In terms of the scheme, on completion of a
minimum five years of uninterrupted service with the Company, all permanent employees were entitled to gratuity equivalent to two
months basic (latest) pay for each completed year or major part of a year of their respective services subject to a maximum of twenty
five years. The Fund replaced the scheme and enacted similar benefits for employees in its Rules duly approved by the National Board
of Revenue. The Actuary has evaluated the Fund and found the same sufficient to meet potential liabilities.
55
2.13.2 Staff provident fund

The Company, through the trustees, has been maintaining a recognized contributory provident fund for all eligible permanent employees.
2.13.3 Workers profit participation and welfare fund

Provision for workers profit participation and welfare fund has been made @ 5% of gross operating profit as per provision of the
Bangladesh Labour Law 2006 and payable to the Fund.
2.14 Taxation

Provision is made at the effective rate of 24.75%, considering 10% as tax rebate (for declaring more than 20% dividend) on ruling
rate of 27.5% of tax, applied on estimated taxable profit as a Publicly Traded Company.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of
comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further
excludes items that are never taxable or deductible. The Companys liability for current tax is calculated using tax rates that have been
enacted or substantively enacted till the date of statement of financial position.
2.14.1 Deferred Tax

Provision is made at the effective tax rate (24.75%) applied on the amount of temporary difference between accounting and fiscal
written down value of fixed assets.
2.15

Contingent liabilities and assets

Contingent liabilities and assets are current or possible obligations or assets, arising from past events and whose existence is due to the
occurrence or non-occurrence of one or more uncertain future events which are not within the control of the Company. In accordance
with IAS 37 Provision, Contingent Liabilities and Contingent Assets those are disclosed in the notes to the financial statements.
2.16

Revenue recognition
In compliance with the requirements of IAS 18 Revenue, revenue is recognized only when:
a. in case of sales - the products are invoiced and dispatched to the customers; and
b. in case of interest and color bank income - on accrual basis.
2.17

Borrowing costs
In compliance with the requirements of IAS 23 Borrowing Costs, borrowing costs of operational period on short term loan and
overdraft facilities from Standard Chartered Bank, Hong Kong Shanghai Banking Corporation, Citibank N.A. and Commercial Bank of
Ceylon were charged off as revenue expenditure as they were incurred.
2.18

Lease arrangements
The Company has twelve operating lease arrangements with IDLC Finance Limited and United Leasing Company Limited for the
motor vehicles.
2.18.1 Measurement of lease payments

Lease payments (excluding cost for services such as insurance and maintenance) are recognized as expense in the statement of
comprehensive income on a straight-line basis.
2.19

Research, development and experimental costs

In compliance with the requirements of IAS 38 Intangible Assets, these are usually absorbed as revenue charges as and when
incurred, as being not that material in the Companys and/or local context.
2.20
Repairs, upkeep and maintenance charges
These are usually charged out as revenue expenditure in the period in which these are incurred.
2.21
Bad and doubtful debts
This item takes into account both actual bad debts written off and movements in the provision for doubtful debts.
2.22
Advertising and promotional expenses
All costs associated with advertising and promotional activities are charged out in the year incurred.
2.23
Statement of cash flows
Statement of cash flows is prepared principally in accordance with IAS 7 Statement of Cash Flows and has been presented under
direct method as required by the Securities and Exchange Rules 1987.
2.24
Earnings per share
The Company calculates Earnings Per Share (EPS) in accordance with IAS 33 Earning Per Share which has been shown on the face
of statement of comprehensive income.
2.24.1 Basic earnings

This represents earnings for the year attributable to the ordinary shareholders. As there was no preference dividend, minority interest
or extra ordinary items, the net profit after tax for the year has been considered as fully attributable to ordinary shareholders.
2.24.2 Weighted average number of ordinary shares outstanding during the year

Computation of weighted average number of ordinary shares is not required as number of shares outstanding has not changed during
the year under review.
2.24.3 Basic earnings per share

This has been calculated by dividing the basic earnings by number of ordinary shares outstanding during the year.
2.24.4 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.
2.25
Information about segments
A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns
that are different from those of other business segments. Segment result for the year ended 31 December 2012 and segment assets
and liabilities on that date are as follows:
(Taka in 000)
Particulars
Paints
Others
Total
Net sales
7,496,126
115,087
7,611,213
Gross profit
2,486,191
38,170
2,524,361
Less : expenses
1,482,881
22,767
1,505,648
Profit before tax
1,006,884
15,459
1,022,343
Segment assets
3,514,149
53,952
3,568,101
Segment liabilities
1,128,782
17,330
1,146,112
57
Property, Plant and Equipment

3.1
The make-up - notes 2.5, 2.5.1, 3.2 & 3.4

Taka in 000
Tangible assets
Particulars
Land &
Building
Plant &
Machinery
Equipment
Incl
Computer
Furniture
&
Fixtures
Motor
Vehicles
Tota
Tan.
Assets
Opening balance at 1 January
563,739
559,378
530,623
41,051
7,941
791 1,703,523
30,259
59,031
41,761
5,277
2,220
461
139,009
(2,533)
(167)
(109)
(1,863)
(19)
(4,691)
593,998
615,876
572,217
46,219
8,298
115,449
357,839
182,409
25,205
7,930
743
689,575
Charged during the year - note 3.2
13,281
84,607
46,871
6,006
10
211
150,986
Deletion during the year - note 3.4
(2,144)
(116)
(99)
(1,863)
(19)
(4,241)
Closing balance at 31 December
128,730
440,302
229,164
31,112
6,077
935
836,320
Carrying amount at 31 December 2012
465,268
175,574
343,053
15,107
2,221
298 1,001,521
448,290
201,539
348,214
15,846
11
48 1,013,948
Loose
Tools
Cost
Addition during the year
Deletion / adjustment during the year - note 3.4
1,233 1,837,841
Accumulated depreciation
Taka in 000
3.2 The make-up of depreciation / amortization - notes 2.5.1, 3.1 & 5

Opening balance

Charge for the year

Manufacturing overhead - note 24.3

Warehousing, distribution & selling expenses - note 25

Administrative expenses - note 26

Amortization during the year - note 5

Administrative expenses - note 26

Selling expenses - note 25

Withdrawn (on deletion) during the year - note 3.4

Closing balance
3.3
Fully depreciated items - cost thereof
2012
2011
712,746
567,852
93,287
42,443
15,256
150,986
83,565
39,640
13,092
136,297
11,358
11,357
39
39
11,397
11,396
162,383
147,693
875,129
715,545
(4,241)
(2,799)
870,888 712,746
317,657 269,902
3.4
Following items were deleted during the year

Particulars
Cost
(Note 3.1)
Acc. Dep
(Note 3.2)
Book value
Sale Proceeds
Mode of Sales
Motor vehicles
1,863
1,863
1,338
Building, Plant & Machinery
2,533
2,144
389
56
Quot & Demo
276
215
61
119
Quotation
19
19
Demolition
Equipments & Furniture & Fixtures

Loose Tools
4,691
4,241
450
1,513
2,803
2,799
5,391
Quotation
Taka in 000
2012
4
Capital work-in-progress - note 2.5

2011
14,086
10,980
188,087
150,294
Adjustment during the year
(76,617)
(147,188)
125,556
14,086
Intangible assets - notes 2.6 & 2.6.1

Particulars
Taka in 000
Trade
Marks
Note 25
SAP
Software
Total
Intan. Assets
Cost
57,091
391
57,482
207
207
Deletion / adjustment during the year
57,091
598
57,689
22,849
322
23,171
Charged during the year - note 3.2
11,358
39
11,397
34,207
361
34,568
22,884
237
23,121
34,242
69
34,311

Accumulated amortization
Deletion during the year
59
Taka in 000
2012
6
2011
Investments - at cost - note 2.7

6.1 Make-up:

Jenson & Nicholson (Bangladesh) Limited - note 6.2

Berger Becker Bangladesh Limited - note 6.3

100
100
39,200
39,200
39,300 39,300
6.2
The Company owns 100% paid-up ordinary share capital of Tk 100 thousand (1,000 shares of Tk 100 each) of J&N (B) L,
Chittagong, which is a wholly owned and managed subsidiary of the Company - Berger Paints Bangladesh Limited and this subsidiary
has a carry forwarded retained earnings figure of Tk 130,500 thousand as of the balance sheet date. BPBL received Tk 2,000
thousand from J&N (B) L as management charges. Other pertinent transactions with and interest in J&N (B) L are noted in notes
6.1, 11, 24.3, 26, 28.1 & 36.
6.3
The Company owns 49% paid-up ordinary share capital of Tk 39,200 thousand (3,920,000 shares of Tk 10 each) of Berger
Becker Bangladesh Limited (BBBL), which is a joint venture of Becker Industrial Coatings Holding AB, Sweden and Berger Paints
Bangladesh Limited (BPBL). BPBL receives Tk 2,500 thousand from BBBL as management charges per anum. Other pertinent
transactions with and interest in BBBL are noted in notes 6.1, 11, 24.3, 25, 26 & 36.
Taka in 000
2012
2011
Stocks - notes 2.8 & 38
On hand
Raw materials
587,925
855,618
Semi - finished products
84,127
70,068
672,052 925,686
34,444
26,220
Packing materials

Note 24.1
706,496
951,906
Finished goods - notes 24 & 24.4
Own manufactured products
341,781
276,608
Imported products
56,012
27,484
397,793 304,092
Stocks in transit (GIT)
67,225
68,873
Store, consumables & promotional items - note 2.8
18,535
22,117

1,190,049 1,346,988
Book debts - notes 2.9 & 38
8.1
Trade debtors
Unsecured
501,179 475,183
General provision for bad and doubtful debts - notes 2.9 & 2.21
(4,413)
(3,055)
Considered to be good
496,766
472,128

Other debtors
2,920
340

499,686 472,468
8.2
Outstanding for a period exceeding six months
8.3
Other debtors include interest accrued on investments
8.4

Other debtors include items realizable or adjustable after

twelve months from the date of balance sheet
15,704 32,950
2,920 340
- -
Taka in 000
2012
9
9.1 The make-up

Advances
Employees
House building loans - notes 28.1 & 9.3
Other

Goods and services
Rental

Deposits
Value added tax-VAT
Supplimentary Duty
Security deposits

Prepaid expenses
Other - Insurance Premium

10
35,682
37,538
8,467
5,195
4,354
6,476
48,503 49,209
5,527
9,908
147,167 153,202
These include dues realizable/adjustable after one year from the balance sheet date
17,771 25,438
9.3
Advance recoverable in cash - note 9.1
18,122
19,984
Cash and bank balances - note 2.10
10.2 Current:

Term deposit accounts - note 28.1
Twelve months
Three months

Current and collection accounts

Short term deposit accounts ( STD) - note 28.1
Operational account
Dividend account
IPO account

Foreign currency current accounts - note 2.11
Operational account
IPO account

In hand - cash

12

18,122
19,984
9,665 6,943
27,787
26,927
48,971
56,176
16,379 10,982
93,137 94,085
9.2
10.1 Non - Current:

Term deposit accounts - note 28.1
Four years against countervailing lease agreement
11
2011
Inter- company receivables - notes 6 & 36

Due from / (to) J&N (B) L

Due from / (to) BBBL

Operational Overdraft / Revolving OD - notes 2.10 & 38
Current accounts
87,381 58,397
-
69,155
69,155
278,497
19,155
19,155
230,593
2,718
2,323
7,306
6,961
278
271
10,302 9,555
270
483
60
61
330
544
5,756
5,515
364,040 265,362
75,221
26,211
15,059
416
90,280 26,627
(33,171) (317,423)
61
Taka in 000
2012
13
14

Creditors and accruals - note 2.12

13.1 The make-up

For revenue expenses - note 13.2

For trading supplies

For other finance - note 13.3

For capital expenditure

Workers profits participation & welfare funds - note 2.13.3

13.2 Creditors for revenue expenses - note 13.1
Accrued charges
Provision for trade rebate
Training and consultancy fee - note 27

13.3 Creditors for other finance - note 13.1
Clearing account
Security deposits
Tax deduction at source
Staff income tax
Others

2011
481,504
409,301
229,124
172,807
80,784
121,665
3,836
8,387
795,248
712,160
53,225
46,285
848,473 758,445
367,594
272,349
107,089
127,636
6,821
9,316
481,504 409,301
59,138
95,707
9,395
8,988
6,172
4,219
(342)
(1,232)
6,421 13,983
80,784 121,665
Provision for royalty

Payable for five years from 1 January 2012 to J & N Investment (Asia) Limited - UK, based on an agreement @ 1.25% (1 January 2007 to
31 December 2011 - 1.5%) on net sales of the products under the technical categories Robbialac, Colorizer, Apexior and Protecton and for
emulsion unit payable @ IRS 1 for each KG of Texbond, Power Bond and any other products to be manufactured with the formulation and
technical support of Plasticizer & Polymer Products wef 1 January 2010 for three years.
188,614
141,117
79,838
108,776
141,117
59,639
59,524
168,415
200,641
(358)
12,027
168,773 188,614
Opening balance
Remitted during the year

Charged for the year - note 31.1

Additional provision (made) / written back
Closing balance
The service provider-wise break down of current charge is as follows:
Name of the technology provider
J&N Investment (Asia) Limited - note 36

Name of the product

Robbialac, Colorizer
Apexior 1 & 3, Protecton
Plasticizer & Polymer Products

Emulsion

Provision for tax - note 2.14
15

Opening balance

Provided for the year

Tax deducted at source and paid in advance

Closing balance
56,216
56,599
3,423
2,925
59,639 59,524
56,684
108,639
274,000
170,000
330,684
278,639
247,194
221,955
83,490 56,684
Taka in 000
2012
16
Employees retirement gratuity - note 2.13.1

Opening balance

Transferred to gratuity fund

6,127
4,461
6,737
6,127
12,864 10,588
(7,692)
(4,461)
5,172 6,127
Thereof likely to be discharged / transferred in the following year

17
5,172
Liability for unclaimed IPO application money

Opening balance
Refunded during the year
Closing balance
18
2011
6,127
153
153
6
147 153
Share capital
18.1 Authorized

40,000,000 shares of Tk 10 each
400,000 400,000
18.2 Issued, subscribed and fully paid-up

23,188,940 23,188,940
231,890 231,890
Number of shares
Subscribed capital
The Company converted the face value of its share from Tk 100 to Tk 10 each vide a special resolution passed on 21 June 2005.
The Company issued 11,59,500 ordinary shares of Tk 10 each through initial public offering (IPO), vide the consent letter of Securities
and Exchange Commission ref SEC/CI/IPO-71/2005/168 dated 10 October 2005 - note 19.
18.3 The position of share holding

Foreign shareholders
J & N Investment (Asia) Limited - Group
Nominee of J & N Investment (Asia) Limited
Institutions (financial & others)
Bangladeshi shareholders
Nominee of J & N Investment (Asia) Limited
Institutions (financial & others)
General public

Number
22,029,370
30
55,500
2012 2011
%
Number
95.00
0.00
0.24
22,029,370
30
14,800
%
95.00
0.00
0.06
40
0.00
40
0.00
820,053
3.55
833,305
3.59
283,947
1.22
311,395
1.34
23,188,940 100.00 23,188,940 100.00
Note 35
35
18.4 Classification of share holders by holding

2012 2011

Number of
Number of

Holdings
holders
Shares
%
holders
Less than 500
shares Nominee
6
70
0.0
6
Less than 500
shares G. Public& Inst
1,749
144,850
0.6
1,948

501 to 5,000
124
189,450
0.8
170
5,001 to 10,000
18
136,800
0.6
16
10,001 to 20,000
9
117,950
0.5
10
20,001 to 30,000
shares Institution
1
27,050
0.1
1
30,001 to 40,000
shares Institution
3
93,600
0.4
3
40,001 to 50,000
shares Institution
3
133,050
0.6
2

50,001 to
100,000
shares
Institution -
- - 100,001 to 1,000,000
shares
Institution
1
316,750
1.4
1
Over 1,000,000 shares Group
1
22,029,370
95.0
1

1,915 23,188,940 100.0 2,158
63
In Taka
Last Trade
18.5 Market Price per share

Dhaka Stock Exchange

Chittagong Stock Exchange
27.12.2012
24.12.2012
2012
2011
530.77
530.00
550.00
525.00
18.6 Number of shares held by the members of the Companys Executive (Nominee of Group)
In Number
Name
Mr. Masih Ul Karim
Mr. Abdul Khalek
Designation
Managing Director
Former Advisor & Board Member
2012
2011
10
20
10
10
20
10
Taka in 000
2012
2011
19

Share premium
Opening balance
Premium received from Initial public offering (IPO) - note 18.2
Adjustment of share issue expenses
Closing balance
The Company received an amount of Tk 127,545 thousand as premium (11,59,500 ordinary shares of Tk 110 each) at the time of IPO. In
accordance with provisions of Companies Act 1994, Tk 12,477 thousand was adjusted as share issue expenses.
20
Unappropriated Profit

Opening balance

Balance of profit for the year - brought forward

Payment / Distribution of dividend

Closing balance
21

Deferred tax - note 2.14.1

Opening balance
Closing balance
22
Contingent liabilities and assets - note 2.15

22.1 Bank guarantees issued by the Companys banker on counter indemnities given by the

Company there against and secured - as indicated in note 38
22.2 Financial commitments by confirmed irrevocable letters of credit which are secure

against usual shipping documents & as indicated in note 38
22.3 Capital expenditure commitments
Contracted for but not taken into account
Authorized but not contracted for
22.4 Future aggregate minimum lease payments under operating lease - note 2.18
Not later than 1 year
Later than 1 year and not later than 5 years
Later than 5 years
115,068
115,068
-
-
115,068 115,068
1,631,268
1,327,506
752,790
721,163
2,384,058
2,048,669
(417,401)
(417,401)
1,966,657 1,631,268
102,821
99,185
(4,447)
3,636
98,374 102,821
1,702
1,502
781,639
400,004
-
-
32,861
44,764
-
26,012
56,581
-
Taka in 000
2012
22.5 There was no claim against and/or favoring the Company

- not acknowledged as debts payable and/or receivable
23

2011
-
22.6 There are contingent liabilities in respect of certain legal claims made against the

Company. However, these are all vigorously defended and the Directors do not

consider it necessary to make provision in respect of any of these claims.

Sales - notes 2.16 & 24.4
The make-up of sales is as follows
-
860,966 484,099
Taka in 000
2012
2011
Unit
Quantity
Taka
Quantity
Taka
Paints
KL
38,423.1 8,053,919 35,329.7 6,879,375
Liquid
Non-liquid
MT 11,063.0 996,926 9,478.2 789,273

9,050,845 7,668,648
Other items (Trading)
KL
26.7 31,312 47.3 33,750
Liquid
Non-liquid / Brush
MT / Pcs
206.6
107,645
118.4
95,771

138,957
129,521

Note 24.4
9,189,802
7,798,169
Less: Trade rebate
(119,884)
(117,109)

Value Added Tax - VAT
(1,196,977)
(1,021,524)

Supplementary Duty - SD
(261,728)
(338,262)
(1,578,589) (1,476,895)
7,611,213
** 6,321,274
* Thereof, exports amounted to - note 31.2
26,412
11,380
** As per para 8 of IAS 18 Revenue, amounts collected on behalf of third parties such as Value Added Tax (VAT) and Supplementary Duty
(SD) are excluded from revenue.
Taka in 000
2012
24
Cost of sales
Finished goods
Opening stock - notes 7 & 24.4
Purchases - imported - note 24.4

Cost of production
Material consumed - notes 24.1, 24.5 & 24.6
Labour and overheads - note 24.3

Cost of finished goods available
Finished goods
Closing stock - notes 7 & 24.4
Provision for stock loss

Cost of sales
2011
304,092
300,792
138,165
99,319
442,257 400,111
4,678,632
3,796,593
367,511
299,420
5,046,143 4,096,013
5,488,400 4,496,124
(397,793)
(304,092)
(3,755)
(401,548) (304,092)
5,086,852 4,192,032
65
Taka in 000
2012
24.1 Materials consumed
Opening stock - note 7
Raw materials
Packing materials

Purchases - note 24.2
Raw materials
Packing materials

Closing stock - note 7
Raw materials
Packing materials

2011
855,618
526,165
70,068
56,443
26,220
22,735
951,906 605,343
3,638,809
3,461,442
794,413
681,714
4,433,222 4,143,156
5,385,128 4,748,499
(587,925)
(855,618)
(84,127)
(70,068)
(34,444)
(26,220)
(706,496) (951,906)
Notes - 24, 24.5 & 24.6 4,678,632 3,796,593
24.2 Materials purchase - cost & direct charges - note 24.1

Raw materials
Imported
2,772,090 2,803,859
866,719 657,583
Indigenous

3,638,809 3,461,442

Packing materials - indigenous
794,413
681,714

4,433,222 4,143,156
24.3 Labour and overheads - note 24

Personnel cost - notes 2.13, 33 & 34
Salary, wages & welfare
192,022
*
153,803

Depreciation - note 3.2
93,287
83,565

Fuel, water and power
27,346
17,152

Repairs and maintenance - note 2.20
26,331
17,390

Stores & spares consumed - note 24.6
5,845
9,298
Insurance
3,813 2,977

Other overhead
9,363
7,741

Traveling & conveyance
3,411
825

Reserch, development and experimental costs - note 2.19
2,564
2,542

Rent, rates & other taxes
3,085
2,871

L/C & Bank charges
444
1,256

367,511 299,420

* The amount has been arrived after crediting Tk 800 thousand from JNBL and Tk 750 thousand from BBBL being realisation of
management charges - notes 6.2 & 6.3.
24.4 Particulars in respect of stocks, sales and purchases of finished goods

Figures in 000
Opening Stock
Unit
Qty
Taka
Closing Stock
Qty
Sales
Taka
Qty
Purchase
Taka
Qty
Taka
Paints
Liquid
Ltr
2,305 247,069 2,429 298,163 38,423 8,053,919 -
Non-Liquid KG
565 29,539 719 43,496 11,063 996,926 -
Other Items
Liquid
Ltr
9 8,645 28 23,903 27 31,312 -
Non-Liquid
KG
17
3,198
36 10,361
207 58,512
- 138,165
Brush Pcs
15,641
21,869 -
49,133
-
2012
Taka 304,092 397,792 9,189,802 138,165

2011
Taka 300,792 304,092 7,798,169 99,319

Notes
24 & 7
24 & 7
23
24
24.5 Analysis of materials consumed
Figures in 000
2012
Qty - KG
i)
Raw materials
Resin
Pigments
Extenders & white cements
Solvents & oils
Additives & chemicals

2011
Taka
Qty - KG
Taka
733 178,930 690 156,256

4,156 1,125,414 4,010 893,960
23,239
412,371
20,730
336,045
9,484
838,273
8,529
621,132
7,666
1,337,455
6,868
1,110,971
45,278 3,892,443 40,827 3,118,364
ii) Packing materials

Notes 24, 24.1 & 24.6
786,189
678,229
4,678,632 3,796,593
24.6 Consumption of imported and indigenous materials and stores & spares and the percentage of each to the total consumption
Taka in 000
2012
Taka
2011
%
Taka

Imports
Indigenous

Note 24.5

Check - consumption
Raw materials
Packing materials

Notes 24, 24.1 & 24.5

Stores & spares - note 24.3

3,024,270
65 2,454,956
1,654,362
35 1,341,637
4,678,632 100 3,796,593
65
35
100
3,892,443
83
3,118,364
786,189
17
678,229
4,678,632 100 3,796,593
5,845
9,298
4,684,477 3,805,891
82
18
100
67
Taka in 000
2012
25

Warehousing, distribution & selling expenses

Advertising expenses - note 2.22
Personnel cost - notes 2.13, 33 & 34
2011
362,094
304,910
233,354
193,995
Warehousing and distribution expenses

Transportation and handling charges
Repair & maintenance - others - note 2.20
Rent
Electricity, water and gas
Insurance

Selling expenses
Sales promotional expenses - note 2.22
Sales traveling
Rent
Bad debts - notes 2.9 & 2.21
Color Bank operational expenses
Illusion expense
Amortization of trade marks - notes 3.2 & 5

Depreciation - note 3.2

Cost of free issue

*
74,025
**
10,375
11,128
4,852
681
101,061
57,331
4,568
10,459
3,220
569
76,147
389,275
295,073
94,467
77,781
17,785 15,608
1,425
1,715
10,831
14,254
25,923
24,136
39
39
539,745 428,606
42,443
39,640
3,754
2,982
1,282,451 1,046,280
The amount has been arrived after crediting Tk 125 thousand from BBBL being realization of management charges - note 6.3.
** This has been arrived at after netting recoveries from carrying contractor
as loss in transit.
633
506
Taka in 000
2012
Administrative expenses
Personnel cost - notes 2.13,33 & 34

Postage and telecommunication

Depreciation & amortization - notes 3.2 & 5

Traveling, haultage and passage

Repair & maintenance - others - note 2.20

AGM expense

Bank charges

Vehicle expenses

Electricity, fuel and water

Printing and stationery

Rent, rates & fees

Subscription and donation

CSR activity
Entertainment

Corporate affairs departments expenses
Insurance

Legal and professional charges

Auditors remuneration
Audit fee
Taxation service fee
Others

Newspaper & periodicals

Directors fee

Guest house expenses

2011
26

134,121
*
103,093
6,086
4,910
26,614
24,449
3,943
3,662
12,469
15,286
3,272
3,610
3,898
5,056
13,120
10,477
3,952
2,577
2,253
2,272
459
600
488
1,993
2,404
3,342
1,663
1,654
308
606
804
800
5,453
4,027
329
329
80
80
211
162
620
571
266
355
180
72
824
589
223,197 190,001
The amount has been arrived after crediting Tk 1,200 thousand from JNBL and Tk 1625 thousand from BBBL being realization of
management charges - notes 6.2 & 6.3.
27
Training and consultancy fee
Training and consultancy fee is payable to Berger Paints India Limited (BPIL) based on
an agreement with the Company - notes 2.12.2, 13.2 & 31.1.
2,430
2,700
69
Taka in 000
2012
28
2011
Other income
28.1 Operating income

Interest earned on - note 2.16
Term deposits (FDR) - notes 10.1 & 10.2
Short term deposit account (STD) - note 10.2
Operational and other accounts

Jenson & Nicholson (Bangladesh) Limited - note 6.2

Service charges from house building loans - note 9.1

Scrap sales and sundry recoveries

Color bank operational income

Insurance claim and other realizations

Income from illusion

Rental income from BBBL

Auto refinish operational income

Income from guest house

Exchange gain - notes 2.11 & 10.2

*
14,336
14,645
533
502
14,869 * 15,147
1,385
673
16,254
15,820
228
186
23,881
25,869
38,747
42,787
1,196
3,276
42,502
37,149
1,766
576
861
483
314
94
332
125,727 126,594
Income tax deducted at source
28.2 Non-operating income - note 3.4

Profit on disposal of fixed assets
1,487
1,515
1,063
5,387
Capacity & production
29
29.1 Own manufacture

Figures in 000
Installed capacity
single shift
Actual Production
Multiple shifts as applicable
Line of Business

Paints:
Liquid
Non-liquid
Unit
LT
KG
2012
41,303
15,757
2011
2012
41,303
15,757
38,593
11,442
2011
34,949
9,503
29.2 Licensed capacity is no more applicable and the regulatory authority does not exercise any direct control over the procurement,
production or sale.
Taka in 000
2012
30
Value of imports - at CIF basis

Raw materials

Capital goods

Stores & spares

2011
2,504,875
2,515,751
72,849
72,303
2,517
2,269
2,580,241 2,590,323
Taka in 000
2012
31
32

Transactions in equivalent foreign currency

31.1 Expense

Royalty - note 14

Training & consultancy fee - note 27

Foreign travel for Companys business

31.2 Realization

Export sales - note 23
2011
59,639
59,524
2,430
2,700
6,833
4,388
68,902 66,612
26,412 11,380
Dividend remitted in terms of foreign currency to

J & N Investment (Asia) Limited - Net of TDS
356,876 356,876
In Number
2012
33
Expenditure incurred on employees - note 34
Salaries, wages and benefits - notes 24.3, 25 & 26 **
a. Employment through out the year in receipt of remuneration

aggregating Tk 36,000 or more per annum
365
351
59
54

b. Employment for a part of the year and in receipt of
remuneration aggregating Tk 3,000 or more per month

c. Rest

2011
-
424 405
** Includes all types of benefits paid and provided both in cash and kind other than the re-imbursement of expenses incurred for the
Companys business.
34
Remuneration of Directors, Executives, Managers & Officers - notes 24.3, 25, 26 & 33
Taka in 000
2012
Directors
Managers
& Officers
2011
Total
Directors
Managers
& Officers
Total
34.1 Managerial Remuneration

Salary & bonus
18,455
180,842
199,297
16,534
153,214
169,748
Housing
Rental 2,580 66,990 69,570 2,340 56,687 59,027
888 21,057 21,945 804 16,515 17,319
Utility & Maintenance

3,468 88,047 91,515 3,144 73,202 76,346
Gratuity provision 723 5,320 6,043 661 4,875 5,536
Leave passage 1,135
- 1,135 1,025
- 1,025

Provident fund - note 2.13.2
510
3,648
4,158
467
3,331
3,798
Medical 1,481 7,232 8,713 632 5,383 6,015

Others
995 30,590 31,585 804 22,005 22,809

Taka 26,767 315,679 342,446 23,267 262,010 285,277

Number
2 262 264
2 245 247
71
34.2 Managing director, executive director, managers and officers, based upon respective employment terms having specified limits, are
provided following benefits:
a. Rental:
Cash allowances.
b. Residential telephone mainly for the Companys business.
c. Transportation:
Companys car with chauffeur or cash allowance for chauffeur.
34.3 Board meeting fee

Directors are entitled to Tk 2,500 as board meeting fee for attending each board meeting.
2012
2011
35

Earnings per share (EPS) - Basic - note 2.24.3

The computation of EPS is given below
Earning (PAT) attributable to the ordinary shareholders - Taka in 000
752,790 721,163
Net cash inflow from operating activities (NOCF) - Taka in 000
1,077,803 254,562
Number of ordinary shares outstanding during the year - notes 18.2 & 18.3
23,188,940 23,188,940
EPS - Basic
Taka
32.46
Net operating cash flow per share (NOCFPS)
Taka
46.48 10.98
36

Related party transactions - notes 6, 11, 14 & 31.1

During the year under review, the Company carried out a number of transactions with related parties in the normal course of business and on
arms length basis. The names of the related parties, nature of these transactions and their value have been set out below in accordance with
the provision of IAS 24 Related Party Disclosures.
31.10
Taka in000
Name of the related party
Nature of transaction
Payable at 31 Dec. 2012
Jenson & Nicholson (Bangladesh) Ltd
Packing container purchase
(75,221)
J&N Investment (Asia) Limited
Technology Provider
162,429
Berger Becker Bangladesh Limited
Joint Venture
(15,059)
37

Events after the reporting period

Subsequent to the Statement of Financial Position date, the Board of Directors recommended the dividend @ Tk. 18 per share out of accumulated
unappropriated profit. The payment is subject to the approval of the shareholders in the Annual General Meeting to be held on 21 April 2013.
The proposed dividend is not recognized at the statement of financial position in accordance with para 11 of IAS 10 Events After the
Reporting Period.
38

Bank facilities
Limits of various facilities extended by Banks are as follows:
Taka in 000
2012
Name of facility
Bank
Limit

Bank overdraft *
HSBC
Citibank NA
Short term loan (STL)
Bank guarantees - note 22.1
Financial commitments for LC - note 22.2
2011
Bal at 31
Dec.
Limit
Bal at 31
Dec.
120,000
(14,532)
120,000
(188,282)
50,000
(2,515)
50,000
210,000
(16,124)
210,000
(129,141)
10,000
10,000
100,000
100,000
HSBC
150,000
50,000
210,000
210,000
Citibank NA
350,000
350,000
500,000
500,000
HSBC
50,000
16,000
50,000
50,000
Citibank NA
20,000
20,000
500,000
500,000
HSBC
450,000
290,000
350,000
350,000
Citibank NA
350,000
350,000
* Interest to be calculated on daily draw-down basis, but charged on quarterly rest. The facilities are secured against hypothecation over
stock and book debts - notes 2.17, 7, 8 & 12.
39 General
39.1 Wherever considered necessary, previous years figures and phrases have been re-arranged to conform to this years presentation.
39.2 The amounts shown in these financial statements are presented in Bangladesh currency (Taka), which have been rounded off to the
nearest thousand Taka except where indicated otherwise.
Director
Managing Director
73
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2011
7,611,213
5,086,852
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1,022,343
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265,362
26,627
2,264,647
12
13
14
15
16
(33,171)
(848,473)
(168,773)
(83,490)
(5,172)
(6,886)
(147)
(1,146,112)
1,145,110
2,421,989
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(758,445)
(188,614)
(56,684)
(6,127)
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(1,333,642)
931,005
2,091,047
231,890
231,890
10,000
115,068
1,966,657
2,091,725
10,000
115,068
1,631,268
1,756,336
21
98,374
2,421,989
102,821
2,091,047
22
860,966
484,099
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2011
23
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7,611,213
(5,086,852)
2,524,361
6,321,274
(4,192,032)
2,129,242
25
26
(1,282,451)
(223,197)
(1,505,648)
1,018,713
(1,046,280)
(190,001)
(1,236,281)
892,961
14
27
(59,639)
(2,430)
(62,069)
(17,866)
125,727
45,792
1,064,505
(47,497)
(2,700)
(50,197)
(43,661)
126,594
32,736
925,697
(53,225)
1,011,280
10,000
1,063
1,022,343
(274,000)
4,447
(269,553)
752,790
(46,285)
879,412
10,000
5,387
894,799
(170,000)
(3,636)
(173,636)
721,163
32.46
31.10
2.17
28.1
13.1
28.2
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6,199,237
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(5,818,915)
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(221,955)
254,562
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(28,984)
1,513
(278,157)
(216,864)
(39,200)
(7,934)
5,391
(258,607)
17
(6)
(416,710)
(416,716)
(416,183)
(416,183)
382,930
(420,228)
(52,061)
330,869
368,167
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2011
7,586,575
123,146
10,000
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(17,866)
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1,077,803
2.17
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19
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83
Subsidiary Profile

Directors Report
The Directors of Jenson & Nicholson (Bangladesh) Limited are pleased to present their 23rd report for the year ended December 31,
2012 along with the Audited Financial Statements and the Auditors Report thereon.
The Profit Before Tax of the company was Tk. 52,363 thousand against Tk. 51,629 thousand of the previous year.
The Board of Directors has the pleasure to recommend 10,000% dividend to Berger Paints Bangladesh Limited i.e., Tk 10,000.00
per share of Tk. 100.00 each for the year ended December 31, 2012. The dividend will be paid during the year 2013 and the Board
recommends the same for the approval of the members.
The Director retiring by rotation under Article 32 is Mr. Abdul Khalek who, being eligible, offered himself for re-election. The Board of
Directors recommends his re-election.
Our existing Auditor Messrs Hoda Vasi Chowdhury & Co., Chartered Accountants retire at the ensuing Annual General Meeting and, being
eligible, offered themselves for reappointment.
Your Directors wish to acknowledge the continued assistance from the management of Berger Paints Bangladesh Limited to make
Jenson & Nicholson (Bangladesh) Limited successful.
On behalf of the Board,
Anil Bhalla
Director
March 17, 2013
85
Auditors Report to the Shareholders of

We have audited the accompanying financial statements of Jenson & Nicholson (Bangladesh) Limited, which comprises the Statement of Financial
Position as at 31 December 2012 and the related Statement of Comprehensive Income and Statement of Cash Flows for the year then ended, and a
summary of significant accounting policies and other explanatory notes.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with Bangladesh Accounting Standards
(BASs), Bangladesh Financial Reporting Standards (BFRS), the Companies Act 1994 and other applicable laws and regulations. This responsibility
includes: designing, implementing, and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free
from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates
that are reasonable in the circumstances.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Bangladesh
Standards on Auditing (BSA). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures
selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to
fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the
financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness
of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the Financial Statements prepared in accordance with Bangladesh Financial Reporting Standards, give a true and fair view of the state
of the companys affairs as at 31 December 2012 and of the results of its operations and its cash flows for the year then ended and comply with the
Companies Act 1994 and other applicable laws and regulations.
Further to our opinion in the above paragraph, we state that:
(i) 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;
(ii) In our opinion, proper books of account as required by law have been kept by Jenson & Nicholson (Bangladesh) Limited so far as it
appeared from our examination of those books;
(iii) The companys Statement of Financial Position, Statement of Comprehensive Income and Statement of Cash Flows dealt with by the
report are in agreement with the books of account and returns.
Dhaka, March 17, 2013

Audited Financial Statements

Statement of Financial Position
As at 31 December 2012
Taka in '000
31-Dec-12
31-Dec-11
Applications of Funds
Non- Current Assets
96,405
65,932
Capital work-in-progress
31,498
6,842
3,590
3,735
131,493
76,509
93,488
83,627
6,308
4,453
Intangible assets
Current Assets
Stocks
Cash and bank balances
4,613
683
104,409
88,763
(75,221)
(26,247)
Current Liabilities and Provisions

Inter-company balance
Bank overdraft
Creditors and accruals
Provision for tax
(5,295)
(10,933)
(8,379)
(1,539)
(6,743)
(4,237)
(2,000)
(91,930)
(48,664)
Net Current Assets
12,479
40,099
Capital Employed
143,972
116,608
100
130,500
100
106,975
130,600
107,075
13,372
143,972
9,533
116,608
Employees retirement gratuity
Sources of Funds
Shareholders Funds
Share capital
Retained earnings
Deferred Liabilities
Deferred tax
31,213
Contingent Liabilities and Commitments
Chairman
Managing Director
49,305

See annexed report

87
Statement of Comprehensive Income

Taka in 000
2012
Sales -net
2011
304,259
257,364
Cost of sales
(242,873)
(195,749)
Gross profit
61,386
61,615
(8,811)
(9,065)
Expenses
Administrative
(6,772)
(6,767)
(15,583)
(15,832)
45,803
45,783
Service charges
(2,000)
(2,000)
Financial charges
(2,189)
(2,011)
(4,189)
(4,011)
Other operating income
13,505
12,191
Warehouse and distribution

Trading profit
Other operating charges
Other operating income-net

Operating profit
9,316
8,180
55,119
53,963
Provision for workers' profits participation

and welfare funds @5% of operating profit
(2,756)
(2,698)
Net Operating profit
52,363
51,266
364
52,363
51,629
Provision for current tax
(15,000)
(17,100)
(3,838)
(9,533)
(18,838)
(26,633)
33,525
24,996
Other non -operating income

Profit before tax
Profit after tax

Other comprehensive income
Total comprehensive income
33,525
24,996
Retained earnings brought forward
96,975
81,979
130,500
106,975
Retained earnings carried forward
Chairman
Managing Director

See annexed report


Taka in 000
2012
2011
Cash flows from Operating Activities (A)

Cash received from customers
Cash received from other operating income
Cash paid to suppliers and employees
Payment of interest
Income tax paid
Net cash from operating activities
304,259
257,500
13,505
12,192
(213,461)
(174,364)
(2,189)
(2,011)
(20,204)
(20,931)
81,910
72,386
(62,685)
(32,491)
Cash flows from Investing Activities (B)

Capital expenditures
481
(62,685)
(32,010)
Dividend paid
(10,000)
(10,000)
Net cash used in financing activities
(10,000)
(10,000)
9,225
30,376
(4,612)
(34,988)
4,613
(4,612)
Proceeds from sale of assets

Net cash used in investing activities
Cash flows from Financing Activities (C)
(Decrease)/Increase in cash and bank balance (D)= (A+B+C)

Opening cash in hand and at bank ( E)
Closing cash in hand and at bank ( D+E)
Chairman
Managing Director

See annexed report

89
events
91
39th Annual General Meeting of Berger Paints

The 39th Annual General Meeting of Berger Paints Bangladesh Limited was held on April 29, 2012 at Bashundhara Convention Center, Dhaka.
Managing Director Rupali Chowdhury presided over the meeting. Directors Ashfaque Ur Rahman and Abdul Khalek also attended the meeting.
Ms. Chowdhury presented the Directors

Report, Auditors Report and Audited
Financial Statements for the year
ended 31 December 2011 before the
shareholders. She also replied to the
shareholders queries. Dividend of Tk.18
per ordinary share of Tk.10 was declared
in the meeting.
ICMAB Best Corporate

Performance Award
Berger Paints Bangladesh Limited has been honoured
with the ICMAB Best Corporate Performance Award
2012 for its outstanding accomplishment in financial
and management excellence. Berger has clinched the
first position in the Multinational Companies Category in
the ICMAB Award.
Commerce Minister, Ghulam Muhammad Quader MP,
handed over the award at a ceremony held in the
city recently. Mohammad Ahsun Ullah, FCA, General
Manager - Treasury & Financial Accounting of Berger
Paints, received the award on behalf of the company.
Berger Becker Coil Coatings: Launching Ceremony

Berger Paints Bangladesh Limited has teamed up with Beckers Group of Sweden to produce innovative coil coatings through a new company Berger Becker
Bangladesh Limited (BBBL) for the first time in Bangladesh. On October 4, 2012, the launching ceremony of the Berger Beckers Coil Coatings was held at a
reputed hotel in Dhaka. This new venture will facilitate to save countrys precious foreign currency.
Dr. Boris Gorella, CEO of Becker Group; Dr. Karsten Eller, COO of Becker Group; Mr. Paul Ignatius Menezes, President of South Asia-Pacific and Middle
East, Beckers Group and MD of BBBL have shared their views on the new JV initiatives, commitment to the market, future business plan & etc. Ms. Rupali
Chowdhury, MD of BPBL and Director of BBBL, said, locally produced international standard coil coatings would enable the customers to get the coil coatings
at their doorsteps supported by unparallel technical and sales service. Mr. Abdul Khalek, Director, BBBL; Mr. Rajesh Mehrotra, Director, BBL; senior officials of
Berger Paints & BBBL, reputed architects, representative of renowned corporate houses, and media personalities were also present in this inaugural ceremony.
Berger Paints teams up with Hempel

Berger Paints, the absolute market leader in Bangladesh paint industry, has joined hands with Hempel, a global leader in marine coatings, to offer the most advanced
marine solutions in Bangladesh market. The agreement signing ceremony was held on February 13, 2012 in Dhaka. Rupali Chowdhury, Managing Director of Berger
Paints and Umesh Singh, Regional Director - South Asia, Hempel, signed the agreement on behalf of the companies. Under the agreement, Berger will exclusively
market and distribute Hempel products backed by its sound technical services.
With this tie-up, BPBL will have diversified marine paint solutions for ship building industry for export and domestic market, as well as all of our valued customers.
Abdul Khalek, FCA, Director - Finance & Company Secretary, Mohsin Habib Chowdhury, GM - Sales & Marketing, A.K.M. Sadeque Nawaj, Head of Marketing,
Imranul Kabir, Sales Manager - Industrial & Marine of Berger Paints, Jonas Bruhn, Sales Manager, Key Accounts & International Projects, of Hempel were also present
in the occasion along with other high officials of both companies.
93
Launching of Eco Series Paint - Berger Breathe Easy

Berger Paints Bangladesh Limited launched Breathe Easy - the first ever odor free and ecofriendly paint in Bangladesh last year.
Like its slogan Healthy Paint for Your Home, this premium interior emulsion will give the user
a feeling of being one with nature.
The paint is environmental friendly since it has low volatile organic compound (VOC). It is worth
mentioning that paints with high amounts of VOC can create breathing problems and can also
have side-effects such as allergies. Breathe Easy is also odor-free which makes it easy for
people to stay in a room which has been newly painted. It is also stain-free and anti-bacterial
which protects the wall from stains and fungus.
The Breathe Easy series now includes Wall Putty, Water Sealer and Interior Emulsion paint and can be found at all major outlets and paint shops.
New Product Launching - WeatherCoat AntiDirt

Bangladeshi climate is dirt-prone. Specially, exterior walls show high tendency in dirt pick-up. Hence, while
choosing paints for exterior walls, weather protection becomes the prime function of exterior paints.
Berger WeatherCoat, being the absolute market leader in exterior paints, now offers WeatherCoat AntiDirt to offer
maximum resistance against dirt pick up. This paint is formulated with Nano additives, to offer high resistance
against paint agglomeration & exposure under U/V ray. It also offers superior weather protection against fungus,
algae and adverse environmental effects like water penetration & acidic gases.
Berger introduces 5 new construction chemicals

Berger Paints (BD) Limited has become a household name in Bangladesh through its diversified portfolio of global standard innovative products. BPBL
launched two new construction chemicals in its portfolio in 2012 - Mr. Expert Latex Plus and Mr. Expert Tile Adhesive. BPBL also offers Water Barrier,
Salt Safe, Crack Filler under Mr. Expert product range. These international standard products ensure effective protection of constructions from water,
salinity and cracks.
An effective product to give concrete

and masonry surfaces an impeccable
coating. It gives protection against
dampness caused by water.
Modified Styrene butadiene latex used

for high performance applications in
waterproofing and repair works.
Prevents cracking of surface by

improving flexural strength and reduces
drying and aging shrinkages.
An alkali resistant primer and can be
applied to fresh concrete. This product
seals and prepares recommended
substrates from damage caused by
moisture and salinity.
A ready mixed polymer modified

multipurpose adhesive with outstanding
adhesion / tensile strength. It is a perfect
product for fixing all types of tiles on wall or
floor, even for swimming pool.
Best Brand Award 2011

Berger Paints Bangladesh Limited has won the prestigious Best Brand Award 2011 under the paints
category for the second time in a row. This accolade is awarded by Bangladesh Brand Forum, and assessed
by Nielsen, the internationally acclaimed research agency.
We are grateful to our shareholders, customers, dealers, architects, real estate companies and all the well
wishers for making this achievement possible.
Berger Paints received top VAT

Payers Award
On 10th July 2012 (VAT DAY) the National Board of Revenue (NBR) of the Government
of Peoples Republic of Bangladesh has awarded - Certificate of Honour to Berger Paints
Bangladesh Limited as the highest Value Added Tax (VAT) payer, both in Dhaka and
Chittagong district, in the manufacturing category for the financial year 2010-2011.
This is the first time Berger Paints received such an award.
17th Berger Young Painters Art Competition Award Giving Ceremony

The 17th Berger Young Painters Art
Competition Award Giving Ceremony
was held on December 10, 2012 at
Ruposhi Bangla Hotel-Winter Garden
with great grandeur. Rupali Chowdhury,
Managing Director of Berger Paints
Bangladesh Limited graced the event
and welcomed everyone.
Berger Young Painters Art Competition
received an impressive 563 paintings
this year. The winners from 1st to 6th
position respectively are Rasel Kanti Das,
Purnima Mitra, Ruhul Amin Tarek, Faisal
Ahmed Mahfuz, Ahsan Mahtab and
Abdullah Al Bashir.
The most esteemed award - Berger Life
Time Achievement Award was given to
eminent artist, Mr. Abu Taher.
Berger Paints also organized painting competition for autistic children for the second time. In this competition the winners of 1st , 2nd and 3rd position
respectively are from group A, Kazi Inteser Fayed (Sabab), Tamim Ibn Aris and Md. Tamjid Hossain (Nayeef) and from group B, Adiba Ibnat (Poshla),
Farhan Syed Tanisha (Ananta) and Ahnaf Tahmid Khan Prithvi.
In the program, Berger Paints Bangladesh Limited honored five young achievers of our country. Among them were Ms. NishatMajumder and Mr. M A
Mohit who climbed to the peak of Mount Everest. From Bangladesh, Mr. Dhananjoy Biswas, Mr. Sourav Das and Mr. Nur Muhammad Shafiullah had
won medals in the 53rd International Mathematical Olympiad 2012; they received accolades from Berger Paints as well.
Including the 6 award winning paintings, an exhibition was held of 40 nominated paintings at the Zainul Gallery, Faculty of Fine Arts, University of Dhaka
from 11th December to 15th December 2012.
95
KUAD-BERGER Award Giving Ceremony

On the September 25, 2012, the award giving ceremony of
1st & 2nd KUAD-Berger Award & inauguration of Resource
Corner was arranged in the premise of Architecture
Discipline, Khulna University.
The winners of 1st KUAD Berger Award Cycle are Md.
Samiul Sabbir Islam for 1st year, Ms. Auditi Bridget Biswas
for 2nd year, Ms. Shaila Islam for 4th year and Mr ZHM
Monjur Murshed for 5th year.
And for the 2nd KUAD Berger Award Cycle the winners are
Mr. Sheikh Rishad Ahmmad for 2nd year, Md. Raihan Khan
for 3rd year and Ms. Sumaiya Rahman PIashi for 5th year.
In the award giving ceremony, Professor Dr. Md. Saifuddin
Shah, Vice-chancellor, Khulna University was the chief
guest. Besides, Professor Dr. Md. Fayek Uzzaman,
Pro-VC, Professor Dr. Md. Harunor Rashid Khan, Dean,
SET School, Khulna University and Rupali Chowdhury, Managing Director, Berger Paints Bangladesh Ltd. were present as special guests. The Vice
Chancellor of Khulna University, Professor Dr. Md. Saifuddin Shah praised Berger Paints Bangladesh Ltd. for taking such an initiative to recognize and
accolade the budding talents of architecture discipline of Khulna University.
Rupali Chowdhury, Managing Director, Berger Paints Bangladesh Limited mentioned that being a responsible corporate citizen, Berger Paints has taken
pride in assisting meritorious students to develop towards their full potential. Reputed architects and distinguish faculty members, Berger high officials
and media personalities were presentat the ceremony.
Contribution for the Welfare of Autistic Children

Berger Paints BD Ltd.
extends its support for
the welfare of autistic and
differently
challenged
children since 2009.
Recently in a ceremony
organized at the corporate
office of Berger Paints,
financial and other material
aids were handed over to
nine different well-known
organizations working for
the development of autistic
& differently challenged
children in Bangladesh.
SEID Trust, Scholars Special
School, Tauri Foundation,
Society for the Welfare of
Autistic Children (SWAC),
Autism Welfare Foundation
(AWF), Concern Services for Disabled (CSD), Community Development Centre, Nowzuan and Alokito Shishu are among the organizations that received
contribution from Berger Paints in 2012. Berger Paints provided financial aid for center operations, house rent, teacher appointment, equipments like
wheel chair, standing frames, computer, laptop, blankets etc. based on the needs of the organizations. The representatives from these organizations
thanked Berger Paints for its noble initiative and emphasized on the importance of such welfare efforts. Berger Paints is committed towards the
betterment of differently challenged children.
Rupali Chowdhury, Managing Director, Berger Paints Bangladesh Limited, handed over cheques and other materials to the authorities of the welfare
organizations. Heads of different departments of Berger Paints and other high officials from Berger and the welfare organizations were present in
the ceremony.
Barisal Depot Starts as the 9th Berger Sales Depot

In Barisal, the 9th sales depot
of Berger Paints Bangladesh
Ltd has started its journey
to ensure more convenient
product availability and
better service at customers
doorstep. Managing Director
of Berger Paints Bangladesh
Ltd Ms. Rupali Chowdhury
and Barisal City Corporation
Mayor - MD. Showkot
Hossain Hiron inaugurated
the activities of Barisal depot
on June 04, 2012. She
stated her expectation that
this new initiative would
further enhance the customer
services of Berger Paints Bangladesh Ltd in this region. Among others, GM - Sales & Marketing, Mohsin Habib Chowdhury, General Sales Manager
- Decorative Syed Salahuddin Abu Naser, Regional Sales Manager - Dhaka, Azizul Haque, other high officials of Berger Paints Bangladesh Ltd and
estimed dealers were present in the ceremony.
School Activation Program

To promote painting and to celebrate the joy of colors, Berger
Paints organized an art competition at the European Standard
School in Dhanmondi titled Berger illusions Paint Your Wall
Competition highlighting its designer wall brand illusions.
Students of different standards participated in two groups. Top
3 paintings of each group were awarded certificate & prize
money. The young artists also got the opportunity to meet Mr.
Abdus Shaqur Shah, a prominent artist of the country, who was
a judge of the event. Students, guardians, judges and Berger
Team- all enjoyed the colorful event with different activities.
Celebrating
Robbialac Rong
Raater Mela
To promote painting and to celebrate the joy of
colors, Berger Paints organized an art competition
at the European Standard School in Dhanmondi
titled Berger illusions Paint Your Wall Competition
highlighting its designer wall brand illusions.
Students of different standards participated in
two groups. Top 3 paintings of each group were
awarded certificate & prize money. The young
artists also got the opportunity to meet Mr. Abdus
Shaqur Shah, a prominent artist of the country,
who was a judge of the event. Students, guardians,
judges and Berger Team- all enjoyed the colorful
event with different activities.
97
Celebrating World Environment Day

Berger Paints Bangladesh Limited arranged a unique activation campaign under its brand Breathe Easy on World Environment Day that took place
on June 5, 2012. Berger has taken an initiative to protect the environment by offering painting products that are lead-free and low in volatile organic
compounds. Berger believes that the time has come for us to tackle environmental issues to make the world a better place for our future generations to
live a healthy life. On World Environment Day, Berger brand promoters took to the streets of Dhaka City holding huge banners at 9 different traffic points.
Each banner had the message, Are you doing your part to keep the world green? Pledge cards and placards were also distributed amid people. The
placards read Use minimal water, Plant trees, Use gas and electricity in a moderate way etc. Berger Paints attempted to make people aware of how
we can do our part in saving this world from further deterioration.
Berger Paints at REHAB Summer Fair12

Berger Paints Bangladesh Ltd. participated in the REHAB Summer Fair 2012, which was held during June 14-17, 2012 at Bangabandhu International
Convention Centre (BICC). Berger team set up an attractive stall in the fair, displaying pre-painted panels of Breathe Easy, Illusions, Mr. ExpertConstruction Chemicals etc. People from all walks of life visited the stall and showed interest in Bergers product range. A total number of 167
companies participated in the REHAB Summer Fair.
BERGER PAINTS BANGLADESH LIMITED
Berger House, House # 8, Road # 2, Sector # 3, Uttara Model Town, Dhaka-1230
PROXY FORM
l/We .......................................................................................................................................................................................................
of ...........................................................................................................................................................................................................
being a member of Berger Paints Bangladesh Limited do hereby appoint
Mr/Mrs/Miss ............................................................................................................................................................................................
of ...........................................................................................................................................................................................................
as my/our proxy to attend and vote for me/us on my/our behalf at the 40th Annual General Meeting of the Company to be held on Sunday, April 21,
2013 at 11 a.m. at Trust Milonayaton, Dhaka and at any adjournment thereof.
Affix
taka 20/Revenue
Stamp
As witness my hand this day of ......................................... 2013.
(Signature of the Shareholder)
(Signature of the Proxy)
Dated........................ Dated.........................
BO ID No:

Note: The proxy form should reach the Corporate Office of the Company not less than 48 hours before the time fixed for the meeting.

Signature Verified
Authorized Signatory
Members Attendance Slip

I hereby record my attendance at the 40th Annual General Meeting being held on Sunday, April 21, 2013 at
11 a.m. at Trust Milonayaton, Dhaka.
BO ID No:
Name of the Member/Proxy .......................................................................................................................................................................

Signature ................................................................................................................................................................................................
Date ..................................................... 2013
Note: Please present this slip at the Reception Desk
Concept, Design & Production: UNITREND LTD.

Phone: 02 8953665 (Hunting), Fax: 880 2 8951350, E-mail: info@bergerbd.com, Web: www.bergerbd.com

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Annual Report

Annual Report 2012

Our customers are our partners

few. The superior quality of Bergers products has been possible

BOGRA SALES OFFICE

Board of Directors & Executive Management Team

EXECUTIVE MANAGEMENT TEAM

A. Qasem & Co.

Standard Chartered Bank

Mr. S. C. Lala, Advocate

Biography of the Directors

Ms. Rupali Chowdhury

BERGER ANNUAL REPORT 2012

Mr. Anil Bhalla

Mr. Subir Bose

Mr. Jean-Claude Loutreuil

22 BERGER ANNUAL REPORT 2012

Mr. M. Azizul Huq

Mrs. Rishma Kaur

Mr. Abdul Khalek

BERGER ANNUAL REPORT 2012

Report and Financial Statements

To transact any other business with permission of the chair.

Dhaka, April 1, 2013

By order of the Board of Directors

4. Risks and Concerns

Changes in income tax and value added tax

Changes in environmental, health and safety laws and regulations

Exchange rate fluctuation

Management perception of the risks

BERGER ANNUAL REPORT 2012

Profit Before Tax

Provision for Tax

Add: Retained Earning brought forward from previous year

Amount Available for Distribution

Transfer to un-appropriated profit

Provision for deferred tax

Basic Earning Per Share (Taka)

8. Contribution to National Exchequer

30 BERGER ANNUAL REPORT 2012

The Board of Directors recommends the above re-elections/election and appointment.

11. Appointment of Auditors

BERGER ANNUAL REPORT 2012

32 BERGER ANNUAL REPORT 2012

Does not hold any or holds less than 1% shares

Is not connected with the companys any sponsor, director or

Does not have any other relationship, whether pecuniary or

Not a member, director or officer of any stock exchange

Not a member, director or officer of any member of stock

Who is not and was not a partner or an executive during the

Is not an independent director in more than 3 listed companies

Has not been convicted by a court of competent jurisdiction

Nominated by the board of directors and approved by the

The tenure of office of an independent director shall be for a period

Qualification of Independent Director (ID):

Independent Director shall be a knowledgeable individual with integrity

BERGER ANNUAL REPORT 2012

The person should be a Business Leader/Corporate Leader/

In special cases the above qualifications may be relaxed subject to

Chairman of the Board and Chief Executive Officer: The positions

The Directors Report to Shareholders:

Industry outlook and possible future developments in the industry