Directors Report

DIRECTORS’ REPORT TO THE SHAREHOLDERS

Dear Shareholders,

It is our privilege to welcome you all to the 15th Annual General Meeting of Intech Limited.

We are pleased to present the results of operational activities and the audited financial statements of the Company for the year ended December 31, 2014 before the shareholders of the Company.

We now report below on the performance of the company and other relevant aspects in accordance with the Notification on Corporate Governance dated 07 August 2012, issued by BSEC.

Industry outlook and possible future developments in the industry

As we already informed you last year, your Company has diversified in other areas i.e. resort project and fisheries project, while also retaining the core business.

Segment-wise or product-wise performance

Software remained the main source of revenue, representing 64% of the revenue earned during the year 2014. The other sources of income were Internet Service and fisheries project.

Risks and concerns

Considering the risk of stiff competition and high personnel turnover in the software business, we have already diversified our business in hospitality industry and fisheries.

As you may recall, we mentioned in our earlier reports that we would expand our business in the hospitality industry. Accordingly, your Company fully undertaken the holiday resort project of Intech Resort Limited, with the approval of the shareholders of Intech Limited in the AGM.

Cost of Goods and Services Sold, Gross Profit Margin and Net Profit Margin

The Costs of Goods and Services Sold in 2014 amounted to 36% of Revenue, thereby resulting in Gross Profit Margin of 59%. This is fairly consistent with 84% Gross Profit Margin in 2013. The Net Profit Margin at 28% of Revenue has registered a growth in 2014, as compared to 41.5% in 2013.

Key operating and financial data of preceding 5 (five) years

Particulars 2014 2013 2012 2011 2010
 Turnover

Gross Profit

Profit Before Tax

Tax

Profit After Tax

Total Asset

Shareholders Equity

Total Current Assets

Total Current Liabilities

 77,609,265

45,540,710

23,185,748

108,478

21,917,983

241,494,125

235,804,223

75,870,727

5,689,902

 47,316,448

39,768,272

19,325,397

(314,935)

19,640,332

217,834,103

213,886,240

80,902,443

3,947,863

 44,721,567

37,728,362

20,403,674

2,332,156

18,071,518

198,694,840

194,245,908

88,509,174

4,448,932

 40,705,025

35,749,509

15,667,788

(591,891)

16,259,679

182,837,971

176,174,390

99,433,188

6,663,581

 39,924,948

33,766,635

12,519,620

(1,389,088)

13,908,708

166,542,051

159,914,711

112,662,850

6,627,340

Remuneration of directors including independent directors

The Directors of the Company, including independent directors have not received any remuneration during the year.

Directors’ Declaration as to Financial Statements

As part of preparation and presentation of the financial statements, the Directors also report that:

  1. The financial statements prepared by the management of the company present fairly its state of affairs, the result of its operation, cash flows and changes in equity.
  2. Proper books of account of the Company have been maintained.
  3. 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.
  4. Bangladesh Accounting Standards (BAS)/Bangladesh Financial Reporting Standards (BFRS), as applicable in Bangladesh, have been followed in preparation of the financial statements.

System of internal control

The Company’s internal control is sound is designed and has been effectively implemented and monitored during the year.

Going Concern

There are no significant doubts upon the issuer company’s ability to continue as a going concern.

Other Regulatory Disclosures

There was no extra-ordinary gain or loss during this year or the preceding year.

There was no public issue of shares of any other instruments during this year.

There was no significant variance in the business trend between Quarterly Financial performance and Annual Financial Statements.

There were no significant deviations from the last year’s operating results of the Company.

Dividend

The Board of Directors have the pleasure to recommend 10% Stock Dividend (10 Bonus Shares for each 100 shares held) for 2014 for your approval.

Directors

The Board of the Company consists of 5 (five) members, 1 (one) of whom (i.e 20%) is an Independent Director. Under section 60 Articles of Association of the Company Directors from the general shareholders retire by way of rotation.

By rotation, Mr. Md. Arifur Rahman, one of the Director from the general shareholders, would retire in this AGM, and being eligible, would like to offer himself for re-election. His brief resume is provided below:

Mr. Rahman graduated from National University. He has a distinguished carrier in business, having been associated with Intech Limited as a Director since 2003. Mr. Rahman is also a leading Publisher in Bangladesh, being the proprietor of the reputed publishing house Oitijjhya.

The pattern of shareholdings is disclosed as follows:

  1. The Company has no Parents/Subsidiary/Associated Companies
  2. The shareholdings of Directors have been disclosed as follows:
Shareholdings by Designation No. of shares
Mosleh Uddin AhmedMd. Arifur Rahman

Md. Shahidul Alam

M. A. Haque

Mirza Aminul Islam Beg

General Shareholder DirectorGeneral Shareholder Director

General Shareholder Director

Independent Director

CEO

4,6055,293

1,210

 

  1. CEO/Company Secretary/CFO/Head of Internal Audit and their spouse and minor children do not hold any shares of the Company.
  2. No Executive hold any share of the Company.
  3. No Shareholders hold 10% or more shares.

The number of Board meetings held during the year and attendance by each director

  Designation Attendance
Mosleh Uddin AhmedMd. Arifur Rahman

Md. Shahidul Alam

M. A. Haque

Mirza Aminul Islam Beg

ChairmanDirector

Director

Independent Director

CEO

77

6

4

7

Audit Committee

As per stipulation of the BSEC guidelines, the Board has constituted an Audit Committee for the Company. The Committee met four times during the year, which was attended by all the members. The main activities of the Audit Committee during the year were as follows:

  1. Review and recommended to the Board the quarterly and annual financial statements for the year 2014.
  2. Review and appraise the performance of the internal control system.
  3. Review and consider the compliance with various Guidelines of BSEC.

Corporate Governance Compliance Statement

We are pleased to confirm that we have complied with BSEC Notification No. SEC/CMRRCD/2006-158/134/Admin/44 dated 07 August 2012, and has included the Compliance Report in the Annual Report. Further, a Certificate of Compliance required under the said Notification, as provided by SAFE-Q Associates & Co., Cost and Management Accountants, has also been annexed to this Report.

Auditors

The Board recommends the appointment of Shahadat Rashid & Co., Chartered Accounts, as Auditors, for your approval for the year 2015.

Conclusion

The Board would like to thank you all for your participation in the AGM, and for your continued interest and support for the Company.

On behalf of the Board of Directors

Mosleh Uddin Ahmed
Chairman