Investor Presentaiton

ANNUAL REPORT 2018-2019 CEO & CFO's Declaration to the Board Dated: October 23, 2019 The Board of Directors Khulna Power Company Ltd. Landmark (3rd Floor) 12-14 Gulshan North C/A, Gulshan-2 Dhaka-1212. Subject: Declaration on Financial Statements for the year ended on 30 June 2019. Annexure-A HA ANNUAL REPORT 2018-2019 PODDER & ASSOCIATES Cost and Management Accountants Report to the Shareholders of KHULNA POWER COMPANY LIMITED on compliance on the Corporate Governance Code. Dear Sirs, Pursuant to the condition No. 1(5)(xxvi) imposed vide the Commission's Notification No. BSEC/CMRRCD/2006-158/207/ Admin/80 Dated 03 June 2018 under section 2CC of the Securities and Exchange Ordinance, 1969, we do hereby declare that: (1) The Financial Statements of Khulna Power Company Ltd. for the year ended on 30 June 2019 have been prepared in compliance with International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS) as applicable in the Bangladesh and any departure there from has been adequately disclosed (2) The estimates and judgments related to the financial statements were made on a prudent and reasonable basis, in order for the financial statements to reveal a true and fair view; (3) The form and substance of transactions and the Company's state of affairs have been reasonably and fairly presented in its financial statements; (4) To ensure above, the Company has taken proper and adequate care in installing a system of internal control and maintenance of accounting records; (5) Our internal auditors have conducted periodic audits to provide reasonable assurance that the established policies and procedures of the Company were consistently followed; and (6) The management's use of the going concern basis of accounting in preparing the financial statements is appropriate and there exists no material uncertainty related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. In this regard, We also certify that: i) We have reviewed the financial statements for the financial year ended on 30 June, 2019 and that to the best of our knowledge and belief: a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; b) these statements collectively present true and fair view of the Company's affairs and are in compliance with existing accounting standards and applicable laws. 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 in violation of the code of conduct for the company's Board of Directors or its members. Sincerely yours, We have examined the compliance status to the Corporate Governance Code by KHULNA POWER COMPANY LIMITED for the year ended on June 30, 2019. This Code relates to the Notification No. BSEC/CMRRCD/2006-158/207/Admin/80, Dated: 3 June 2018 of the Bangladesh Securities and Exchange Commission. Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of the Corporate Governance Code. This is scrutiny and verification and an independent audit on compliance of the conditions of the Corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Corporate Governance Code. We state that we have obtained all the information and explanations, which we have required, and after due scrutiny and verification thereof, we report that, in our opinion: (a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the above mentioned Corporate Governance Code issued by the Commission Except under conditions number 1(7)(a), 1(7)(b), 3(1)(b),4(ii),6; (b) The Company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code: (c) Proper books and records have been kept by the company as required under the Companies Act, 1994, the securities laws and other relevant laws; and (d) The governance of the company is satisfactory. Place: Dhaka Dated: 09 November 2019 For Podder& Associates Jayanta Kumer Podder Cost & Management Accountants 54 4/ Md. Shoharab Ali Khan, FCMA Chief Financial Officer (CFO) Annexure-B Healin Md. Abdur Rahim Managing Director 6/A/1 (Ground Floor), Segun Bagicha, Dhaka-1000. Phone 02-57160360, 02-57160425, E-mail: [email protected], Web: www.thepodders.co 55

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