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Investor Presentaiton

ANNUAL REPORT 2018-2019 58 Compliance Status (Put in the Condition No. Title appropriate column) Complied Complied Not Complied Not Complied 1(4)(b) The Managing Director (MD) and/or Chief Executive Officer (CEO) of a listed company shall not hold the same position in another listed company; √ 1(4)(c) The Chairperson of the Board shall be elected from among the non- executive directors of the company; 1(4)(d) The Board shall clearly define respective roles and responsibilities of the Chairperson and the Managing Director and/ or Chief Executive officer; V 1(4)(e) 1(5) In the absence of the Chairperson of the Board, the remaining members may elect one of themselves from non-executive directors as chairperson for that particular Board's meeting; the reason of absence of the regular Chairperson shall be duly recorded in the minutes. The Directors' Report to the Shareholders 1(5)(i) An industry outlook and possible future developments in the industry; ฟ 1(5)(ii) The Segment-wise or product-wise performance; √ 1(5)(iii) Risks and concerns including internal and external risk factors, threat to sustainability and negative impact on environment, if any; ฟ 1(5)(iv) A discussion on Cost of Goods sold, Gross Profit Margin and Net Profit Margin, where applicable; 1(5)(v) A discussion on continuity of any extraordinary activities and their implications (gain or loss); 1(5)(vi) 1(5)(vii) A detailed discussion on related party transactions along with a statement showing amount, nature of related party, nature of transactions and basis of transactions of all related party transactions; A statement of utilization of proceeds raised through public issues, rights issues and/or through any other instruments; ฟ 1(5)(viii) An explanation if the financial results deteriorate after the company goes for Initial Public Offering (IPO), Repeat Public Offering (RPO). Rights Share Offer, Direct Listing, etc; 1(5)(ix) An explanation on any significant variance that occurs between Quarterly Financial Performance and Annual Financial Statements; 1(5)(x) A statement of remuneration paid to the directors including independent directors; 1(5)(xi) A statement that 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; V 1(5)(xii) A statement that proper books of account of the issuer company have been maintained; V 1(5)(xiv) A statement that International Accounting Standards (IAS)or International Financial Reporting Standards (IFRS), as applicable in Bangladesh, have been followed in preparation of the financial statements and any departure there from has been adequately disclosed; Remarks (if any) Condition No. Title 1(5)(xv) 1(5)(xvi) A statement that the system of internal control is sound in design and has been effectively implemented and monitored; A statement that minority shareholders have been protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly and have effective means of redress; A statement that there is no Significant doubt upon the issuer company's ability to continue as going concern, if the issuer company is not considered to be a going concern, the fact along with reasons there of shall be disclosed; An explanation that significant deviations from the last year's 1(5)(xviii) operating results of the issuer company shall be highlighted and the reasons thereof shall be explained; 1(5)(xvii) No such event arose 1(5)(xix) A statement where key operating and financial data of at least preceding 5 (five) years shall be summarized; 1(5)(xx) An explanation on the reasons if the issuer company has not declared dividend (cash or stock) for the year; 1(5)(xxi) 1(5)(xxii) Board's statement to the effect that no bonus share or stock dividend has been or shall be declared as interim dividend; The total number of Board meetings held during the year and attendance by each director; 1(5)(xxiii) N/A 1(5)(xxiii)(a) N/A Compliance Status (Put √ in the appropriate column) Complied Not Complied Complied Not Complied ANNUAL REPORT 2018-2019 Remarks (if any) N/A The company has declared 40% cash dividend N/A A report on the pattern of shareholding disclosing the aggregate number of shares (along with name-wise details where stated below) held by:- Parent or Subsidiary or Associated Companies and other related parties (name -wise details); Directors, Chief Executive Officer, Company Secretary, Chief 1(5)(xxiii)(b) Financial Officer, Head of Internal Audit and Compliance their spouses and minor children (name- wise details); 1(5)(xxiii)(c) Executives; Khulna Power Company Unit II Ltd. & Khanjahan Ali Power Company Ltd. amalgamated with Khulna Power Company Ltd. (KPCL) on 30-09- 2014 1(5)(xxiii)(d) 1(5)(xxiv) 1(5)(xxiv) (b) 1(5)(xxiv) (c) Shareholders holding ten percent (10%) or more voting interest in the company (name-wise details). In case of the appointment or reappointment of a director, a disclosure on the following information to the shareholders: - ฟ nature of his/her expertise in specific functional areas; Names of companies in which the person also holds the directorship and the membership of committees of the board. V 59
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