AGM 2021-2022

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AGM Agenda Information

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Agenda no. 01:

To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended on 30th June, 2022 together with reports of the Auditors and the Directors thereon.

Proposed Resolution:

The Annual Report for the year 2021-2022 contains the Annual Accounts for the year ended 30 June 2022 together with the Reports of the Auditors and the reports from the Board of Directors.

Pursuant to the section 183 & 184 of the Companies Act. 1994, the Directors are required to present to the shareholders at the Annual General Meeting, the Directors’ Report and Annual Audited Financial Statements including Auditors Report thereon. .

It is proposed to adopt the Annual Accounts for the year ended 30 June 2022 together with the Reports of the Auditors and the reports from the Board of Directors thereon.

Vote Comments/Remarks
Yes No

Agenda no. 02:

To declare No Dividend for the financial year ended on 30th June 2022 as recommended by the Board of Directors.

Proposed Resolution:

Net Profit/ (Loss) attributable to the ordinary shareholders amounted to Tk. (36.55) million, Earnings per Share (EPS) is amounted to Tk. (0.09) for the Financial year 2021-2022. Retained Earnings balances as on 30 June 2022 is amounted to Tk. (4503.40) million. The company Board considered the Profit position and Retained Earnings balance of the Company as on 30th June 2022 to take decision of dividend and found all are negative. Therefore, the Board recommended No Dividend for the financial year ended on 30th June 2022 in its meeting dated 25 October 2022 subject to approval of shareholders in 18th AGM scheduled to be held on 21 December 2022.

It is proposed to adopt the declaration of No Dividend for the financial year ended on 30th June 2022.

Vote Comments/Remarks
Yes No

Agenda no. 03:

To consider the election/re-election of Directors.

Proposed Resolution:

Retirement:

In accordance with the relevant provision of the Companies Act. 1994 and Articles of Association of the company Mr. Md. Obaydul Huq, Director (Nominated Director of F & S Industries Limited) and Mr. Md. Abul Kashem, Managing Director & CEO of the Company to be retired from office of the directorship.

Appointment/Re-appointment:

The Board greatly values the contribution of Mr. Md. Obaydul Huq and Mr. Md. Abul Kashem with the company. The board proposed to re-elect both of them as members of the Board of the company for a further period until retirement by rotation as per section 91 of the Companies Act. 1994 and relevant provision Articles of Association of the company.

In considering the above, the board proposed to adopt the following in the AGM:

  • 1. Mr. Md. Obaydul Huq, Director (Nominated Director of F & S Industries Limited) being eligible offering himself for re-election as Director.
  • 2. Mr. Md. Abul Kashem, Managing Director & CEO being eligible offering himself for re-election as Director.

Vote Comments/Remarks
Yes No

Agenda no. 04:

To appoint Auditors for the financial year 2022-2023 and to fix their remuneration.

Proposed Resolution:

a) In last AGM, Kazi Zahir Khan & Co., Chartered Accountants was approved for appointment for the year ended 30th June, 2022. Kazi Zahir Khan & Co., Chartered Accountants retired after completing the audit of 2nd year for the year ended 30th June, 2022 and Kazi Zahir Khan & Co., Chartered Accountants has expressed their interest for re-appointment as Auditors for the year ended 30th June, 2023 with an honorarium as per fees structure of the ICAB.

The Board of Directors proposed to appoint Kazi Zahir Khan & Co., Chartered Accountants as an external auditors of the company charged with the auditing of the Annual Accounts for the financial year 2022-2023 at such amount of remuneration to be fixed at 18th Annual General Meeting.

b) Mujibur Rahman & Co., Cost & Management Accountants acted as auditors to audit compliance conditions on the Corporate Governance code for the financial year ended 30th June, 2022 and reported accordingly. Mujibur Rahman & Co., Cost & Management Accountants expressed their interest for re-appointment as auditors to audit compliance conditions on the Corporate Governance code for the financial year ended 30th June, 2023 with an honorarium Tk. 50,000/- (taka fifty thousand) only.

The Board of Directors proposed to appoint M/S. Mujibur Rahman & Co., Cost & Management Accountants as auditors to audit compliance conditions on the Corporate Governance code of the company for the year 2022-2023 at such amount of remuneration to be fixed at 18th Annual General Meeting.

Vote Comments/Remarks
Yes No

Agenda no. 05:

To consider the restart of factory and means of finance thereof.

Proposed Resolution:

In the last AGM, Honorable shareholders has given decision to select new location to set-up factory at outside the Cumilla EPZ. In that process, the Company Board, Shareholders as well as Creditors has given their consent for amalgamation/merger of Samin Food & Beverage Inds. and Textile Mills Ltd. with R.N. Spinning Mills Ltd. The amalgamation process has been in the High Court Division of the Supreme Court of Bangladesh. The Court has already admitted the merger application. The Shareholders and the Creditors of the Company, has accepted the decision of amalgamation/merger in the EGM and the Creditors Meeting held on 21 April 2022 was conducted as per the order of the Honorable High Court Division of the Supreme Court of Bangladesh. Samin Food & Beverage Inds. and Textile Mills Ltd. has been in the business at Factory: Mohona, Vabanipur, Gazipur Sadar, Gazipur, Bangladesh whose corporate office is at House # 11, Road # 12, Block # F, Niketon, Gulshan-1, Dhaka-1212. The principal activities of Samin Food & Beverage Inds. and Textile Mills Ltd are to carry on the business of spinning mills to manufacture all types of Cotton, Viscose and CVC yarn for export to 100% export oriented dyeing/textiles industries and export thereof.

The company has affected by global impact of COVID-19 pandemic, Russia-Ukraine conflict. Disposal of fire damaged from the factory premises as well as related authority’s approval thereof has been delayed and deferred due to many unwanted difficulties. Necessary financing in short run has been uncertain from the financiers for resumption of operation in Cumilla EPZ. Some machineries L/Cs were opened last year with SBAC Bank Limited, Principal Branch, Dhaka which also have been cancelled mean the time for having been absence of trusted collateral, where EPZ factory was upon the rented land, resulted uncertainty to restart the operation in foreseeable near future in Cumilla EPZ. Hence the company board has finally decided for Shifting from Cumilla EPZ to new Location at Bhabanipur, Gazipur following the synergistic amalgamation.

Upon approval and exercise of the amalgamation, finally the company will be shifted to the new location in Gazipur that outside the Cumilla EPZ, by allowing necessary formalities and regulatory process and to surrender the Cumilla EPZ’s land to BEPZA.

Vote Comments/Remarks
Yes No

Agenda no. 06:

To consider the merger/amalgamation of Samin Food & Beverage Inds. and Textile Mills Ltd. with R.N. Spinning Mills Ltd.

Proposed Resolution:

1The approval of amalgamation process still has been in the High Court Division of the Supreme Court of Bangladesh. The Shareholders and the Creditors of the Company, has accepted the decision of amalgamation/merger in the EGM and the Creditors Meeting held on 21 April 2022 was conducted as per the order of the Honorable High Court Division of the Supreme Court of Bangladesh. After getting approval of the High Court, there will be a process to get approval of BSEC & RJSC and other authority(s), if any require. There is no other matter to be decided from the Company Board in this process but to acknowledge the status to the shareholders.

Vote Comments/Remarks
Yes No
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