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47

2014 Annual Report

Unique Hotel & Resorts Limited

Dear Valued Shareholders,

Assalamualaikum,

The Board of Directors is pleased to present the Annual Report and the audited financial statements of the Company for the year ended 31 December 2014 together with the Auditors' Report thereon. The Directors' Report has been prepared in compliance with section 184 of the Companies Act 1994 and Bangladesh Securities and Exchange Commission's Notification dated 7 August 2012, the Listing Regulations of Dhaka and Chittagong Stock Exchanges and other applicable rules and Regulations. Moreover, the Directors are pleased to explain and disclose some issues, which they consider relevant to ensure more transparency in this regard. The Directors believe the report will give greater insights of the Company's performance during the year under review.

In the year 2014, despite all the adversities The Westin Dhaka earned an operating profit of Tk.2,237.05 million by the efficient operation and dynamic management of Unique Hotel & Resorts Limited as compared to other hotels like, Radisson Water Garden Hotel, Pan-Pacific Sonargaon Dhaka, Ruposhi Bangla Hotel (Former Sheraton, now renovation work is going on), Hotel Peninsula Chittagong, etc. They would like to congratulate each and every official and employee of the Westin Dhaka, without whom this performance would not have been possible.

The country's hospitality industry has become very competitive like many other industries as a couple of new famous brand hotels have recently been added. The Management of UHRL is very vigilant about the future state of competition and has prepared themselves to face the new challenges.

Despite that the Political situation had had a negative impact on the foreign visitors and thus on the revenue and the future state of competition, the Board is optimistic about the Company's future and about UHRL ability to continue to deliver superior returns to the shareholders in the coming year. Now the Brand "The Westin Dhaka" as the hotel of "First Choice' has been established for the foreign and local clients.

Financial PerformanceThe Directors take pleasure in reporting the Financial Results of the Company for the year ended 31 December 2014 as follows:

Report of the Board of Directors to the Shareholders

ParticularsAmount in Taka

2014 2013Operating revenue 2,237,050,202

1,348,954,626386,157,738962,796,889

962,796,889

Profit before taxIncome taxProfit for the yearTransferred to Tax Holiday ReserveProfit available for distribution among shareholdersEarnings per share

2,046,730,3851,333,526,346

319,454,9131,014,071,433

1,014,071,4333.44

- -

3.27

Share capital:Authorized capital and paid up capital of the Company stood at Tk.1000.00 crore and Tk. 294.40 crore respectively in 2014.

Business Risk:A large number of new entrants will enter the hospitality industry in the next 5-10 years, which will create stiff competition among the industry members. The Company will have to adopt different business and product strategies to outcompete the new entrants as well as existing competition in the industry.As a part of its strategic change, the Company has proposed to change the nature of one of its upcoming projects, i.e setting up of the Westin Extension (Westin -2) at its own premises along with the multipurpose commercial complex, by cancelling the previous joint venture agreement with Borak Real Estate (Pvt.) Ltd. for Westin -2.

Proposed Special Resolution:The following resolution shall be considered and be passed with or without modifications as special resolution: a. "Resolved that the date of soft opening of the Commercial Operation of the project "Sheraton" is on or before July, 2017, instead of earlier schedule of 31 March 2016." b. "Resolved that the Company will set up the Westin Extension (Westin -2) at its own premises along with the multipurpose commercial complex, by cancelling the previous joint venture agreement with Borak Real Estate (Pvt.) Ltd. for Westin -2."

Appointment of Auditor:The statutory audit is governed by the Companies Act, 1994, The Bangladesh Securities and Exchange Commission's Ordinance, 1969, Bangladesh Securities and Exchange Commission's Rules 1987 and applicable laws of Bangladesh, which explicitly provide guidelines for the appointment, scope of work and retirement of auditors. M/s. G. Kibria & Co., Chartered Accountants appointed as statutory auditor in the 13th Annual General Meeting by the shareholders and being eligible the Chartered Accountant firm expressed their willingness for re-appointment and the Board of Directors recommended M/s. G. Kibria & Co., Chartered Accountants for re- appointment as external auditor for the year 2015 subject to the approval of the Shareholder in the 14th AGM of the Company.

Auditor's Opinion:M/S. G. Kibria & Co., Chartered Accountants has submitted an unqualified Audit Report for the year ended 31 December 2014 of Unique Hotel & Resorts Ltd.

Dividend recommended:The Board of Directors of the Company has recommended 20% Cash Dividend for the year 2014, which may be considered to be a good return to the shareholders in the present capital market scenario. History of dividend payment for the last four years is as follows:

Years Dividend Payout (%)

2010 (Paid) 12.5% Cash Dividend

2011 (Paid) 15% Stock Dividend along with 15% Cash Dividend

2012 (Paid) 25% Cash Dividend

2013 (Paid) 25% Cash Dividend

2014 (Proposed) 20% Cash Dividend

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Annual Report 2014


Election / Re-election of Directors:The Company has eight (08) Directors in the Board including 02 (two) Independent Directors. Pursuant to the Companies Act, 1994, one third of the Directors, shall retire by rotation in every ordinary general meeting. Accordingly, two directors of the Company will retire at the 14th Annual General Meeting. The retiring Directors are Mrs. Salina Ali and Mr. Gazi Md. Shakhawat Hossain, Being eligible, Mrs. Salina Ali, Chairperson and Mr. Gazi Md. Shakhawat Hossain nominated Directors on the Board of Directors of the Company to represent Unique Eastern (Pvt.) Ltd., offer themselves for re-election.Mrs. Salina Ali is the Shareholder of 16,040,056 shares (5.45% of total shares) and Gazi Md. Shakhawat Hossain is nominated by Unique Eastern (Pvt.) Ltd. which holds 21,965,431 number of shares (7.46% of total shares) of the Company as per record date. Being eligible, the Board of Directors recommends them to be elected as Directors of the Company at the ensuing 14th AGM.

Appointment of Independent Director:The Board Directors of the Company in its 92nd Board meeting held on 30 April 2015 recommended Mr. Rtn. Ghulam Mustafa, Independent Director for re-appointment as Independent Director for another term as per the Corporate Governance Guidelines condition no. 1.2 (vi), notification dated 07 August 2012 of Bangladesh Securities and Exchange Commission (BSEC), subject to the approval of the Shareholder at the ensuing 14th Annual General Meeting (AGM) of the Company.

Future Planning:As indicated in the previous reports of UHRL, two more five-star hotels will be established in the coming years. Of these, structural construction of one hotel has been completed and the interior works of this new hotel is going on. We have already signed an agreement with Starwood Asia Pacific Hotels & Resorts Ltd. for The Sheraton Dhaka Banani. The Board is hopeful to inaugurate the hotel within the first half of the year 2017. The reasons for delay in completion of works of the project "Sheraton Dhaka Banani" are due to political unrest and interior design modification as per the guideline & compliance of Starwood. UHRL always tries to provide the best quality service through innovative ideas. Last year UHRL purchased 23.9375 Katha of Land at Gulshan -2 adjacent to The Westin Dhaka (south side). Now, the total Land is 47 Katha (approx.) and the Board of Directors of your Company has decided to set up Westin Extension (Westin -2) at the Company's own premises along with the multipurpose commercial complex, by cancelling the previous joint venture agreement with Borak Real Estate (Pvt.) Ltd. for Westin -2.

As per the notification dated 07 August 2012 from the Bangladesh Securities and Exchange Commission, the directors would like to make additional statements (as per condition # 1.5) and furnish compliance report (as per condition # 7) in Annexure-I and Annexure-II respectively as attached herewith.

For and on behalf of the Board of Directors.

Salina AliChairperson

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2014 Annual Report


(Additional Statements by the Board of Directors as notification dated August 07, 2012 of Bangladesh Securities and Exchange Commission) :

(i) Industry Outlook In the year 2014, despite all the adversities The Westin Dhaka earned an operating profit of Tk.2,237.05 million by the efficient operation and dynamic management of Unique Hotel & Resorts Limited as compared to other hotels like, Radisson Water Garden Hotel, Pan-Pacific Sonargaon Dhaka, Ruposhi Bangla Hotel (Former Sheraton, now renovation work is going on), Hotel Peninsula Chittagong, etc. They would like to congratulate each and every official and employee of the Westin Dhaka, without whom this performance would not have been possible.

The country's hospitality industry has become very competitive like many other industries as a couple of new famous brand hotels have recently been added. The Management of UHRL is very vigilant about the future state of competition and has prepared themselves to face the new challenges.

Despite that the Political situation had had a negative impact on the foreign visitors and thus on the revenue and the future state of competition, the Board is optimistic about the Company's future and about UHRL ability to continue to deliver superior returns to the shareholders in the coming year. Now the Brand "The Westin Dhaka" as the hotel of "First Choice' has already been established to the foreign and local clients.

(ii) Segment - wise or product - wise performance

Rooms 52.51% 53.49%

Food & Beverage 35.19% 34.19.%

Minor Operating Department 3.82% 3.37%

Space rental and shop rent 3.36% 2.96%

Other revenues 5.12% 5.99%

Total Operating Revenue 100.00% 100.00%

Segmental Revenue2014 2013

% of totalrevenue

% of totalrevenueName of the Segment

1,094,814,712

699,853,379

68,990,735

60,559,621

122,511,939

2,046,730,386

Amount in Tk.

1,174,634,765

787,125,675

85,563,905

75,179,336

114,546,521

2,237,050,202

Amount in Tk.

Segmental Revenue 2014

4%

35% 53%

3% 5%

Food & BeverageSpace rental and shop rent

RoomsMinor Operating DepartmentOthers revenues

Segmental Revenue 2013

3%

34% 54%

3% 6%

Food & BeverageSpace rental and shop rent

RoomsMinor Operating DepartmentOthers revenues

50

Annual Report 2014


(iii) Risks and concerns:

a) Interest Rate RiskInterest rate risk is that which the Company faces due to unfavorable movements of the interest rates. Changes in the government's monetary policy, along with increased demand for loans/investments tend to increase the interest rates. Such rises in interest rates mostly affect companies having floating rate loans or companies investing in debt securities.

Management Perception:Since the Unique Hotel & Resorts Limited has not borrowed funds at flexible interest rate, hence, it is not involved in the interest rate risk. The Company has been repaying borrowed funds on a continuous basis.

b) Exchange Rate RiskExchange rate risk arises due to changes in exchange rates. As the Company imports equipment from abroad and also earns revenue in foreign currency, unfavorable volatility or currency fluctuation may affect the profitability of the Company. When exchange rate is increased against local currency, opportunity is created for generating more profit.

Management Perception: Unique Hotel & Resorts Limited management changes the price of their services to cope with the change in exchange rate to mitigate the adverse impact of unfavorable volatility in exchange rate on the Company's earnings.

c) Industry Risks Industry risk refers to the risk of increased competition from foreign and domestic sources leading to lower prices, revenues, profit margins, market share, etc, which could have an adverse impact on the business, financial condition and results of operation.

Management Perception:The Company continuously carries out research and development (R&D) to keep pace with the customer choices and fashions.

d) Market RisksMarket risk refers to the risk of adverse market conditions affecting the sales and profitability of the Company. Mostly, the risk arises from falling demand for the product or service which would harm the performance of the Company. On the other hand, strong marketing and brand management would help the Company increase their customer base.

Management Perception:The Company's brand "Westin" has a very strong image in the local and international markets. Westin Asia Management Co. (a fully-owned subsidiary of Starwood Hotel and Resorts Worldwide Inc.) also has the reputation of providing quality hotel management services. Moreover, the demand for five star hotels in the country is increasing while there are very few five star hotels to meet the demand. Strong brand management and quality service have enabled the Company to capture significant market share in the sector. And the Company is continuously penetrating into the market and upgrading the quality of their service to minimize the risk.

e) Operational Risks Non-availability of materials/equipment/services may affect the smooth operational activities of the Company. On the other hand, the equipment may face operational and mechanical failures due to natural disasters, terrorist attacks, unforeseen events, lack of supervision and negligence, leading to severe accidents and losses.

Management Perception: The Company is equipped with power backup and security (CCTV) systems, which reduce operational risk. Besides, the equipment is under insurance coverage in order to get reasonable compensation for any damages. Apart from these, routine security check and proper maintenance of the equipment also reduce/eliminate the operational risk.

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2014 Annual Report


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Annual Report 2014


(v) Continuity of Extra-ordinary Gain or loss:Gain or loss arising from Investment activities will continue in the coming year.

(vi) Related party transactions:

(iv) Cost of Goods Sold, Gross Profit Margin and Net Profit Margin:

Particulars 2014 2013Increase/(Decrease)

(Tk.) (%)Revenue 2,237,050,202 2,046,730,385 190,319,817 9.30%Cost of Goods Sold (430,598,024) (403,525,375) 270,726,649 6.70%Gross Profit 1,806,452,178 1,643,205,010 163,247,168 9.93%

Net Profit 962,796,889 1,014,071,433 (51,274,544) (5.06%)

NameSL.

123

4

5678

Designation 01.01.2014 to31.12.2014

01.01.2013 to31.12.2013

Nature ofTransaction

-Remuneration

-

-

--

35,00,000-

-

-

---

-

-

-

-

---

-

60,00,000Mrs. Salina AliMr. Mohd. Noor Ali

Mr. Mohammad Mohsin

Mr. Gazi Md. ShakhawatHossainMs. Nadiha AliRtn. Ghulam Mustafa

ChairpersonManaging Director

Nominated Director by Borak Travels (Pvt.) Ltd.

Nominated Director by Unique Eastern (Pvt.) Ltd.

DirectorIndependent Director

Mr. Chowdhury Nafeez SarafatMr. K Mahmood Sattar

Nominated Director byBorak Real Estate (Pvt.) Ltd.

Independent Director --

(1) Remuneration of Directors were as follows:

2,500,000,000

2,000,000,000

1,500,000,000

1,000,000,000

500,000,000

Revenue Cost ofGoods Sold Gross Profit Net Profit

20132014

REVENUE, COGS, GP & NP Comparision

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2014 Annual Report


(2) Sister Concerns:

During the year the Company carried out a number of transactions with related parties on an arm's length basis. Name of those related parties, nature of that transaction and their total value has been shown in below table in accordance with the provisions of BAS-24- "Related Party Disclosure".

Borak Real Estate (Pvt.) Ltd


Anannya Development(Pvt.) Ltd.

Purnima Construction Ltd.

Unique Refineries Ltd.

Unique Vocational TrainingCentre

Borak Shipping

Unique Share ManagementLtd.

Chartered Life InsuranceCo. Ltd.

Mrs. Salina Ali

Mr.Mohd.Noor Ali

Ms.Nabila Ali

Ms.Nadiha Ali

Ms. Nadila Ali


Unique Property DevelopmentLimited Common Director

Name of the Party Relationship Nature ofTransaction

Openingbalance

Addition

Balance as on 31 December 2014

Adjustment/Received

ClosingBalance

CommonChairperson

CommonChairperson

CommonDirector

CommonDirector

CommonMD/Chairperson


Director

CommonMD

CommonMD


Managing Director

Chairperson

Shareholder

CommonChairperson

Construction ofProposed FiveStar Hotel

250,917,955

Interest bearinginvestment*








Interest free loan

Interest free loan

Interest free loan

Interest free loan

Advance againstlandAdvance againstland

Total

*Interest has been charged @11% p.a. Interest @15.00% has been charged only for Chartered Life Insurance Co. Ltd.

2,158,143,205

866,095,842

117,681,662

1,167,082,276

21,926,865

6,319,028

44,086,910

10,059,929

2,531,250

(36,000,000)

(37,200,000)

(29,400,000)

(25,600,000)

2,600,000,000

182,396,351 -

-

-

-

-

-

-

587,225,230

81,325,964

519,017,433

199,641,436

11,980,702

133,970,844

-

734,772

5,125,398

640,640

5,022,037

16,000,000

10,000,000

8,500,000

7,500,000

-

12,971,014

6,450,000

36,000,000

37,200,000

29,497,000

25,650,000

2,340,539,556

478,512,048

48,336,400

782,035,687

21,926,865

7,053,800

49,213,308

4,250,569

7,553,287

(56,000,000)

(64,400,000)

(50,397,000)

(43,750,000)

2,600,000,000

263,888,969

Shareholder Interest free loan (25,600,000) 7,000,000 25,650,000 (44,250,000)

6,344,513,4927,091,044,923 601,484,193 1,348,015,627

A) The Statements of assets and liabilities of the company are as follows:(Amount in Taka)

31.12.201420,754,467,131

18,413,927,576

2,340,539,555

- 7,382,773,335

80,344,740

1,549,028,618

63,901,42923,686,243

3,702,436,783

47,221,801

1,916,153,721

28,137,240,466

31.12.201320,727,648,589

18,569,505,384

2,158,143,205

- 7,815,900,125

97,655,817

2,427,468,705

59,376,38929,450,336

3,598,412,743

43,150,175

1,560,385,961

28,543,548,714

31.12.201220,832,995,018

18,751,970,988

2,081,024,030

-7,083,882,108

91,221,052

4,461,372,016

74,220,23434,438,711

645,788,107

38,768,611

1,738,073,377

27,916,877,126

31.12.201120,294,154,149

18,868,401,137

1,425,753,012

-4,643,641,520

78,126,515

3,615,146,112

44,196,8504,950,563

321,577,909

74,196,885

505,446,686

24,937,795,669

31.12.201011,150,682,820

10,568,058,820

582,624,000

-4,393,196,348

71,179,103

2,032,719,643

68,158,5025,757,402

1,336,041,861

79,777,343

799,562,494

15,543,879,168

AssetsNon-Current AssetsProperty, Plant andEquipmentConstruction work inProgressPreliminary ExpensesCurrent AssetsInventories

Investment

Accounts ReceivableOther ReceivablesAdvances, Deposits andPrepaymentsFixed Deposit Receiptswith banksCash and CashEquivalentsTOTAL ASSETS

(vii) Utilization of Proceeds from Public Issue, right issue and/or through any other instruments: The Company raised share capital worth Tk.195.00 crore (including a premium of Tk.169.00 crore through Initial Public Offering (IPO).The proceeds of the issue has been utilized in purchasing fixed assets (land at Gulshan and Kuakata) and meeting construction costs of the ongoing hotel at Banani, Dhaka.

(viii) There are no significant variations after the company went for Initial Public Offering (IPO) in the financial results.

(xiii) Appropriate accounting policies have been consistently applied in preparation of the financial statementsand that the accounting estimates are based on reasonable and prudent judgment.

(xiv) The 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.

The Company prepared and submitted quarterly report as per applicable rules and regulations and there were no significant differences between quarterly report and annual audited financial statements.

(ix)

Remuneration of Managing Director: The Managing Director of the Company received a remuneration of Tk.35,00,000.00 (thirty five lac) only in the year 2014.

(x)

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.

(xi)

(xii) Proper books of account of the Company have been maintained.

(xv) The system of internal control is sound in design and has been effectively implemented and monitored.

(xvi) There are no significant doubts upon the Company's ability to continue as a going concern.

(xvii) There are no significant deviations from last year in operating results.

(xviii) Summary of key operating and financial data of preceding five years:

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Annual Report 2014


55

2014 Annual Report


Shareholders Equity& Liability

Shareholders' Equity

Ordinary ShareCapital

Share premium

Tax Holiday Reserve

Assets Reserve Fund

Revaluation Surplus

Retained Earnings

Non - CurrentLiabilities

Noncurrent Portion ofSecured Term Loan

12% RedeemablePreference ShareCapital

12% Debentures

Deferred Tax Liability

Current Liabilities

Current portion ofsecured term loan

Short term loan

Accounts Payable

Unclaimed Dividend

Other Accruals andPayables

Total Liabilities &Shareholders' Equity

31.12.2014

25,830,865,872

2,944,000,000

6,181,931,836944,219,701

-13,202,475,004

2,558,239,332

416,932,110

32,918,381

45,000,000

-339,013,729

1,889,442,484

134,520,000

424,255,980

43,778,61229,497,313

1,211,749,618

28,137,240,466

31.12.2013

25,730,957,059

2,944,000,000

6,181,931,836944,219,701

-13,338,734,689

2,322,070,833

539,560,154

151,472,126

60,000,000

- 328,088,028

2,273,031,501

138,660,000

156,877,491

35,897,18018,268,238

1,856,543,713

28,543,548,714

31.12.2012

25,405,186,155

2,944,000,000

6,181,931,836944,219,701174,627,087

13,477,620,5651,682,786,966

672,859,486

240,045,375

75,000,000

-357,814,111

1,838,831,485

138,660,000

238,684,506

63,771,05310,678,835

1,310,453,676

27,916,877,126

31.12.2011

22,722,308,663

2300,000,000

4,494,008,924944,219,701167,161,690

13,619,213,3121,197,705,036

877,819,193

324,626,495

90,000,000

- -463,192,698

1,337,667,813

122,676,000

428,731

58,075,69632,763,606

1,059,033,620

24,937,795,669

31.12.2010

13,949,077,313

2,300,000,000

4,494,008,924675,247,281

- 5,533,098,221

946,722,887

479,950,444

374,950,444

105,000,000

-1,114,851,411

122,676,000

193,893,182

51,144,088-

682,431,446

15,543,879,168

Current portion 12%RedeemablePreferenceShare Capital

15,000,000 15,000,000 15,000,000 15,000,000 15,000,000

Due to Operator andits Affiliates 30,640,960 51,784,880 61,583,415 49,690,160 49,706,696

56

Annual Report 2014


Comprehensive Income 2014 2013 2012 2011 2010

Operating revenue 2,237,05,202 2,046,730,385 2,164,166,557 1,844,119,030 1,549,669,303

Gross Profit 1,806,452,178 1,643,205,010 1,742,990,964 1,476,642,720 1,210,576,775

Profit Before Tax 1,348,954,626 1,333,526,346 1,374,907,243 1,319,239,190 1,215,804,937

Net profit after Tax 962,796,889 1,014,071,433 1,146,505,548 1,047,316,989 1,208,671,291

B) The summary of operating performance of the Company (2010-2014) is as follows: Amount in Taka

(C) The statement of operating results of the Company is as follows: Amount in Taka

ComprehensiveIncome

31.12.2014 31.12.2013

Operating revenue 2,237,050,202 2,046,730,385

Gross Profit

31.12.2012

2,164,166,557

31.12.2011

1,844,119,030

31.12.2010

1,549,669,303

1,806,452,178 1,643,205,010 1,742,990,964 1,476,642,720 1,210,576,775Administrative andother expenses (531,343,858) (516,573,845)

Operating Profit 1,275,108,320 1,126,631,165Head office expenses ( 286,551,484) (360,831,146)InterestIncome/(expense) 356,927,761 563,228,597

(479,504,736)

1,263,486,228(310,148,544)

548,465,808

373,412,847

1,103,229,873(270,383,741)

407,130,739

(325,083,034)

885,493,741(214,833,241)

75,093,964

Operating revenues Gross Profit Profit Before Tax Profit Before Tax

Operating Performance (Y 2010-2014)

2010 2011 2012 2013 2014

Costs of Sales (430,598,024) (403,525,375) (421,175,593) (367,476,310) (339,092,528)

Other Income 4,066,680Profit Before Tax 1,333,526,346Income tax expenses (319,454,913)Net profit after Tax 1,014,071,433Add: OtherComprehensiveIncome: RevaluationSurplus on fixed asset -

3,470,0301,348,54,626

(386,157,738)962,796,889

-

Gain / (loss) on disposalof Shares 431,050-

Total Income 962,796,889 1,014,071,433

114,405,6211,215,804,937

(7,133,646)1,208,671,291

843,500,000

355,644,853

2,035,971,291

82,653,5201,319,239,190(271,922,201)1,047,316,989

8,280,729,842

(3,391,201)

9,328,046,831

(58,008,031)1,374,907,243(228,401,695)1,146,505,548

-

13,830,969

1,146,505,548

Ratios Formula 31.12.2014 31.12.2013 31.12.2012 31.12.2011 31.12.2010

Liquidity Ratios :

Current ratio (times) Current assets / Current liabilities 3.91 3.44 3.85 3.47 3.94

Quick (Acid Test)ratio (times)

(Current assets Inventories)/Current liabilities

-3.90 3.40 3.80 3.41 3.88

Times interest earnedratio (times)

EBIT / Interest Expense 18.14 29.93 16.25 16.33 31.14

Debt to equity ratio (times) Total debt / Total equity - 0.07 0.10 0.10 0.05

Profitability Ratios :

Gross Profit Margin Gross profit/Turnover 81.% 80% 81.% 80% 78%

Operating Profit Margin Operating Profit/Turnover 57% 55% 58% 60% 57%

Net Profit Margin (NAPTM) Net profit after tax/Turnover 43% 49% 53% 57% 77%

Return on Assets (ROA) Net profit after tax /AverageTotal Assets 3.5% 4% 5% 5.17% 10%

Return on Equity (ROE) Net profit after tax /Average Equity 5% 5% 5% 6%

12%

NAVPS & EPS

Net Asset Value Per Share 87.74 87.40 86.29 98.79 60.65

Basic Earnings PerShare (Tk.) 3.27 3.44 4.02 3.90 4.69

Face value per share 10.00 10.00 10.00 10.00 10.00

Net profit after tax attributableto ordinary shareholders/weighted average number ofordinary shares Share amount/number ofshares

(D) Dividend

Cash dividend Nil

Stock dividend Nil

The Board of Directors has recommended Cash Dividend @ 20% for the year 2014.

[Selected Ratio as specified in Rule 8B (20) Annexure-B of the Bangladesh Securities and Exchange Commission {(Public Issues)} Rules, 2006]

Nil 384,000,000Nil

384,000,000

Nil

736,000,000 736,000,000

Particulars 31.12.2013 31.12.2012 31.12.2011 31.12.2009

Nil

130,105,318

31.12.2010Amount in Taka

57

2014 Annual Report


Total AssetsBDT millions

15,5

43

2010 2011 2012 2013 2014

24,9

37

27,9

16

28,5

44

28,1

37

InvestmentBDT millions

2,03

2

3,61

5 4,46

1

2,42

7

1,54

9

2010 2011 2012 2013 2014

Net Assets ValueBDT millions

13,9

48

22,7

22

25,4

05

25,7

31

25,8

30

2010 2011 2012 2013 2014

78%

80%

80%81

% 81%

2010 2011 2012 2013 2014

Gross Profit MarginFixed AssetsBDT in millions

2010

20,2

94

11,1

50

20,8

32

20,7

28

20,7

54

2011 2012 2013 2014

Series1

Paid-up CapitalBDT millions

2,30

0

2,30

0 2,94

4

2,94

4

2,94

4

2010 2011 2012 2013 2014

58

Annual Report 2014


4.693.90 4.02

3.44 3.27

2010 2011

Earning Per Share (EPS)

2012 2013 2014 2012

27.4322.67 20.15

2013 2014

Price Earning Ratio

Quick Ratio (Times)

2010

3.88 3.80 3.90

3.41 3.40

2011 2012 2013 2014

31.14 29.93

16.33 16.25 18.14

2010 2011 2012 2013 2014

Interest CoverageRatio (Times)

3.94 3.47 3.85 3.44 3.91

Current Ratio (Times)

2010 2011 2012 2013 2014

Dividend (%) Per Share ofTk.10

Cash Dividend

Stock Dividned

2010 2011 2012 2013 2014

12.50% 15%15%

25% 25%

20%

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2014 Annual Report


(xx) The number of Board meetings held during the year and attendance by each Director:

(xix) The Company declearing Devidend regularly for the shareholder.

SL Meeting No. Date of Meeting

01 83 rd Board Meeting 06.03.2014

02 84th Board Meeting 29.05.2014



05 87 th Board Meeting 30.10.2014


The Directors attendance to the Board Meetings is as follows:

" Ms. Nadiha Ali, Director & Mr. Chowdhury Nafeez Sarafat, Director Nominated by Borak Real Estate (Pvt.) Ltd. waselected as director in the 13th AGM on April 08, 2014 and after that only 03 meetings have been conducted.

SlL Name Designation Attendance 01 Mrs. Salina Ali Chairperson 06 02 Mr. Mohd. Noor Ali Managing Director 06 03 Mr. Mohammad Mohsin Nominated Director by Borak Travels (Pvt.) Ltd. 06 04 Mr. Gazi Md. Shakhawat Hossain Nominated Director by Unique Eastern (Pvt.) Ltd. 06 05 Ms. Nadiha Ali Director 01*06 07 08 Mr. Chowdhury Nafeez Sarafat Nominated Director by Borak Real Estate (Pvt.) Ltd.

Rtn. Ghulam Mustafa Independent DirectorMr. K Mahmood Sattar Independent Director

00 *

0605

(a) Parent/ Subsidiaries and other related parties:(xxi) The Pattern of Shareholding

Sl. No. Name of Shareholders

2014 2013No. of Shares

held% of

holdingNo. of Shares

held % of

holding

Borak Real Estate (Pvt.) Ltd. 57,037,992 19.37% 57,037,992 19.37%

Total 152,242,916 51.71% 151,905,083 51.59%

Unique Eastern (Pvt.) Ltd. 21,965,431 7.46% 21,965,431 7.46%Borak Travels (Pvt.) Ltd. 14,087,931 4.79% 14,087,931 4.79%Purnima Construction (Pvt.) Ltd. 11,606,067 3.94% 11,563,300 3.92%Anannya Development (Pvt.) Ltd. 11,604,200 3.94% 11,340,000 3.86%Ms. Nabila Ali 13,131,027 4.46% 13,110,143 4.45%Ms. Nadiha Ali 11,400,125 3.87% 11,400,143 3.87%Ms. Nadila Ali 11,410,143 3.88% 11,400,143 3.87%

0102030405060708

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Annual Report 2014


Sl. No. Name of Shareholders


held% of


held % of

holding

1

(d) Shareholding ten percent (10%) or more voting interest the Company

Borak Real Estate (Pvt.) Ltd. 57,037,992 19.37% 57,037,992 19.37%

Sl. No. Name of Related Parties Designation


held% of


held % of

holding

- - - -

- - - -

7005 0.0024%

500

8080 0.0028% 0.0026%7580

0.0002% - -

575 0.0002%

7005 0.0024%

575 0.0002%

02

01

03

Total

(c) Shares held by Executive Officer (Top five salaried employees other than Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit & their spouse and minor children):

Mr. Khandaker Shafiul Alam

Mr. Daniel Jamal Muhor

DirectorOperationGeneralManager

04

05

Mr. Francis Gomes FinancialControllerCost Controller &Financial AnalystDGM (Accounts& Finance)Mr. Mizanur Rahman

Mr. Muhammad Amir Kazim ACMA

(b) Shares held by Director's, Chief Executive Officer / Managing Director, Chief Financial Officer, Company Secretary, Head of Internal Audit & their spouse and minor children:

Sl. No. Name of Related Parties Designation


held% of


held % of

holding

Mrs. Salina AliMr. Mohd. Noor Ali

- -

- -

- -

- -

010203

04

0506

07

08

09

10

11

Mr. Mohammad MohsinNominated Director by Borak Travels (Pvt.) Ltd.

Mr. Gazi Md. ShakhawatNominated Director by Unique Eastern (Pvt.) Ltd.

Ms. Nadiha Ali

Mr. Chowdhury Nafeez SarafatNominated by Borak Real Estate (Pvt.) Ltd.

Rtn. Ghulam Mustafa IndependentDirector

Mr. K Mahmood Sattar IndependentDirectorDirector

Director

Director

Director

ManagingDirector

Chairperson

Mr. Muhammad Wahidur Rahman FCA

Mr. Md. Sharif Hasan ACS

DirectorAccounts & CFOCompanySecretary

Mr. Mahabub Alam Head ofInternal Audit

Total 137,103,868 46.57% 137,103,886 46.57%

16,040,05616,560,718

-

-

-

-

11,400,12511,615

57,037,992

21,965,431

14,087,931

5.45%5.63%

-

-

-

-

3.87%.003%

19.37%

7.46%

4.79%

16,040,05616,560,718

11,61511,400,143

57,037,992

21,965,431

14,087,931

5.45%5.63%

.003%3.87%

19.37%

7.46%

4.79%

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2014 Annual Report


(xxii) Appointment / Re-appointment of Directors:

Mrs. Salina AliMrs. Salina Ali, Director of the Company, retires by rotation under Article 104 of the Company's Articles of Association; and being eligible, Mrs. Ali expressed her willingness for re-election.

Mrs. Salina Ali is a prominent business personality of the country having interest in Real Estate, Hospitality Management & Tourism, Banking Services and many more. She was born in an aristocratic family of Bangladesh in 1958. Mrs. Ali accomplished her Bachelor's (honors) & Master's degrees in Sociology from the University of Dhaka. She is involved in many social and philanthropic activities. Mrs. Ali has travelled extensively across the globe on business trips.

She is the Chairperson of Unique Hotel & Resorts Limited as well as Unique Group - a renowned business conglomerate in Bangladesh. Mrs. Ali has been involved with The Westin Dhaka from the very beginning of its commercial operation. Mrs. Ali re-joined as a Director of Eastern Bank Ltd. on 28 March, 2012. She is also a Director of Borak Travels (Pvt.) Ltd., Unique Eastern (Pvt.) Ltd., Borak Real Estate Ltd. and Unique Ceramics Ltd. Mrs.

Mr. Gazi Md. Shakhawat HossianMr. Gazi Md. Shakhawat Hossian, Director of the Company, retire by rotation under Article 104 of the Company's Articles of Association; and being eligible, Mr. Hossain has expressed his willingness for re-election.

Mr. Gazi Md. Shakhawat Hossian was born on 01 February in 1969 at Senbagh, Noakhali. He did his Masters in Commerce (Accounting) in 1990 from the University of Dhaka. He is the Director (Finance & Planning) of Unique Group. Mr. Hossain has a commendable expertise in the areas of Financial Management & business operation.

He is the Director (Planning & Finance) of Unique Group. Mr. Hossain is the Chairman of Bay Hill Hotel & Resorts Ltd., Managing Director of Purnima Construction (Pvt.) Ltd. and Director of General Electric Co. Ltd. Mr. Hossain has been serving as Director to the Board of Directors of Eastern Bank Limited since 2003. He is also a member of the Audit Committee & Risk Management Committee of Eastern Bank Limited.

Mr. Rtn. Ghulam Mustafa As per the Corporate Governance Guidelines condition no. 1.2 (vi), notification dated 07 August 2012 of Bangladesh Securities and Exchange Commission (BSEC) that the tenure of office of an Independent Director shall be for a period of 03 (three) years, which may be extended for 01 (one) term only. Mr. Rtn. Ghulam Mustafa has completed his period of 03 (three) years and being eligible, the Board Directors in its 92nd Board meeting held on 30 April 2015 recommended Mr. Rtn. Ghulam Mustafa, Independent Director for re-appointment for another term, subject to the approval of the Shareholder at the ensuing 14th Annual General Meeting (AGM) of the Company.

Mr. Rtn. Ghulam Mustafa was born in an aristocratic Muslim Family of Village: Darbarpur, P.S: Fulgazi, under Feni District. Mr. Mostafa accomplished his post graduation degree in Economics from the University of Chittagong in the year 1976.

Mr. Mustafa was former President of Bangladesh Association of International Recruiting Agency BAIRA (2008-2010) & also the member of Federation of Bangladesh Chamber of Commerce & Industry (FBCCI). He was Fellow member of EDI of the World Bank in 1979.

He is a widely traveled person. He has travelled many countries across the globe including USA, UK, China, Korea, Hong Kong, Singapore, Malaysia, Thailand, Brunei, Russia, Brazil, France, Scotland, Saudi Arabia, UAE, Kuwait, Nepal, Sri Lanka and India for business purpose.Mr. Mustafa is a valiant Freedom Fighter. He was the commander of section of the Pioneer Platoon of 10 East Bengal Regiment (EBR).

A dedicated Rotarian, Mr. Mustafa was the District Governor in 2013-14 of Rotary District 3281 (Dhaka and entire North & South Bangladesh), which is the highest position of a Rotary District.

Mr. Ghulam Mustafa is the Managing Director of Prantik Travels & Tourism Ltd. & Prantik Express Ltd . He is also the Independent Director of Unique Hotel & Resorts Limited, Director of Chartered Life Insurance Co. Ltd. & Human Resources Development Company Ltd., HURDO international School, Grameen Fund & Grameen Knitwear Ltd. Mr. Mustafa is involved in many social activities and has linkage with various trade associations.

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Annual Report 2014


Status of compliance with the conditions imposed by the Commission's Notification No. SEC/CMRRCD/2006-158/129/Admin/43 dated 07 August 2012 issued under section 2CC of the Securities and Exchange Ordinance, 1969:

Annexure

ConditionNo.

Title Compliance status Remarks(If any)

Complied Not complied

1. Board of Directors: 1.1 Board Size: Board members shall not be

less than 5(five) and more than 20(Twenty) 1.2 Independent Directors: 1.2 (i) Independent Director: At least 1/5th

1.2 (ii) a) Independent Directors do not hold any shareor hold less than one percent (1%) shares totalpaid up capital.

1.2 (ii) b) Independent Directors are not connected withthe company’s Sponsor or Director OrShareholder who holds 1% or more shares.

1.2 (ii) c) Independent Directo rs do not have any otherrelationship, whether pecuniary or otherwise,with the company or its Subsidiary/AssociatedCompanies.

1.2 (ii) d) Independent Directors are not the Members,Directors or Officers of any Stock Exchange.

1.2 (ii) e) Independent Directors are not theShareholders, Directors or Officers of anymember of Stock Exchange or an Intermediaryof the Capital Market.

1.2 (ii) f) Independent Directors are/were not thepartners or executives during preceding3 (three) years of concerned company’sStatutory Audit Firm.

1.2 (ii) g) They are not the Independent Directors in more than 3(three) listed Companies.

1.2 (ii) h) They are not convicted by a Court competent jurisdiction as a defaulter in payment of any loan to a Bank or a Non -Bank Financial Institution (NBFI).

1.2 (ii) i) They have not been convicted for a criminal

offence involving moral turpitude.

1.2 (iii) The Independent Directors shall be appointed by the Board of Directors and approved by the Shareho lders in the AGM.

1.2 (iv) The post of Independent Directors cannot 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(three) years which may be extended for 1(one) Term only.

Compliance with BSEC Conditions:

1.2 (ii) For the purpose of this clause “ independentdirector” means a director :

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2014 Annual Report


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Annual Report 2014


1.3 Qualification of Independent Director (ID) : 1.3 (i) Independent Director shall be knowledgeable

individual with integrity

1.3 (ii)

The Independent directors must have at least12 (twelve) years of corporate management/professional experiences

1.3 (iii)

In special cases above qualification may berelaxed by the commission;

1.4

Separate Chairman and CEO and their clearlydefined roles and responsibilities.

Managing Director look

after the operationof the Company & noCEO is appointed.

1.5 (i) Industry outlook & possible futuredevelopments in the industry.

1.5 (ii) Segment wise product -wise performance

1.5 (iii) Risk and concerns.

1.5 (iv) Discussion on Cost of goods sold, gross profitmargin and net profit margin.

1.5 (v) Discussion on continuity of any Extra-Ordinarygain or loss.

1.5 (vi) Basis for related party transaction-a statement of all related party transactions should be disclosed in the annual report.

1.5 (vii) Utilization of proceeds from public issues, right issues and/or through any others instruments.

1.5 (viii) An explanation if the financial result deteriorate after the company goes for IPO, RPO, Rights Offer, Direct Listing etc.

1.5 (ix) If Significant variance occurs between QuarterlyFinancial Performance and Annual FinancialStatements the management shall explainabout the variance on their Annual Report.

1.5 (x) Remuneration to directors including independentdirectors.

1.5 (xi)

1.5 Directors’ Report to Shareholders :

The financial statements prepared by the management of the issuer company present fairly its state of affairs, there sults of its operation, cash flows and changes in equity.

N/A

N/A

N/A

1.5 (xii)

1.5 (xiii)

1.5 (xiv)

1.5 (xv)

1.5 (xvi)

1.5 (xvii)

1.5 (xviii)

1.5 (xix)

1.5 (xx)

1.5 (xxi)

1.5 (xxi) a)

Parent/Subsidiary/Associated Companies and other related parties (name wise details);

The pattern of shareholding shall be reported todisclose the aggregate number of shares (alongwith name wise details where stated below) held by:

Proper books of account of the issuer company have been maintained.

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.

The system of internal control is sound in design and has been effectively implemented and monitored.

There are no significant doubts upon the issuer company’s ability to continue as a going concern. If the issuer company is not considered to be a going concern, that fact along with reasons thereof should be disclosed.

Significant deviations from last year’s operating results of the issuer company shall be highlighted and the reasons thereof should be explained.

Key operating and financial data of at least preceding 5(five) years shall be summarized.

If the issuer company has not declared dividend (cash or stock) for the year, the reasons thereof shall be given.

The number of Board Meeting held during theyear and attendance by each directors hall bedisclosed.

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.

N/A

N/A

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2014 Annual Report


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 (top five salaried employees of

the Company other than stated in 1.5(xxi)b);

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 appointment /re-appointmentof a Director the Company shall disclosethe 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 specificfunctional areas.

1.5 (xxii) c) Names of companies in which the personalso holds the directorship and themembership of committees of the board.

2.0 Chief Financial Officer, (CFO), Head of Internal Audit a nd Company Secretary :

2.1

Appointment of CFO, Head of Internal Auditand Company Secretary and their clearlydefined rol es, responsibilities and duties.

2.2 Attendance of CFO and the CompanySecretary at Board of Directors.

3. Audit Committee :

3 (i)

Audit committee shall be the sub -committee of the Board of Directors.

3 (ii)

The Audit committee shall assist the Boardof Directors in ensuring that the financialstatements reflect true and fair view of thestate of affairs of the Company and inensuring a good monitoring system withinthe business.

3 (iii)

The Audit committee shall be responsible tothe Board of Directors. The duties of theAudit Committee shall be clearly set forth inwriting.

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Annual Report 2014


3.1 Constitution of the Audit Committee :

3.1 (i) The Audit committee shall be composed ofat least 3 (three) members.

3.1 (ii) Constitution of Audit Committee with BoardMembers including one independentDirector.

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) Filling of Casual Vacancy in Committee.

3.1 (v) The Company Secretary shall act as theSecretary of the Committee.

3.1 (vi) The Quorum of the audit committee meeting shall not constitute without at least 1(one) independent director.

3.2 Chairman of the Audit Committee :

3.2 (i) Chairman of the Audit Committee shall bean Independent Director.

3.2 (ii) Chairman of Audit Committee shall presentin the Annual General Meeting (AGM).

3.3 Role of the Audit Committee :

3.3 (i) Oversee the financial reporting process

3.3 (ii) Monitor choice of accounting policies andprinciples.

3.3 (iii) Monitor Internal Control Risk managementprocess.

3.3 (iv) Oversee hiring and performance of external auditors.

3.3 (v) Review along with the management, theannual financial statements beforesubmission to the Board for approval.

3.3 (vi) Review along with the management, thequarterly & half-yearly financial statementsbefore submission to the Board for approval

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2014 Annual Report


3.3 (vii) Review the adequacy of internal auditfunction.

3.3 (viii) Review the statement of significant related party transaction 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.

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 conflict of interests.

3.4.1 (ii) b) Suspected or presumed fraud or irregularity or material defect in the internal control system;

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 of anything having materialfinancial impact to the Commission.

3.5 Reporting to the Shareholders and General Investors.

4. External/Statutory Auditors:

4 (i) Appraisal or valuation services or fairness opinions.

N/A

N/A

N/A

N/A

N/A

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Annual Report 2014


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;

5.

Subsidiary Company:

The company does not have any 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 Board of Directors of the subsidiary company.

N/A

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.

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.

5 (v) The Audit Committee of the holding company shall also review the financial statements, in particular the investment made by the subsidiary company.

N/A

N/A

N/A

N/A

N/A

N/A

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2014 Annual Report


6. Duties of Chief Executive Officer (CEO) And Chief Financial Officer (CFO):

6 (i) They have reviewed financial statements forthe year and that to the best of theirknowledge and belief;

6 (i) a)

6 (i) b)

6 (ii)

7. Reporting and Compliance of Corporate Governance:

7 (i)

7 (ii) The directors of the company shall state, inaccordance with the Annexure attached inthe director’s report whether the companyhas complied with these conditions.

The company shall obtain a certificate from a professional accountant / secretary (CA/CMA/CS) regarding compliance of conditions of corporate governance guidelines of the commission a nd shall send the same to the shareholders alongwith the Annual Report on a yearly basis.

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 company’s code of conduct.

These statements together present a true and fair view of the company’s affairs and are i n compliance with existing accounting standards and applicable laws.

These statements do not contain anymaterially untrue statement or omit anymaterial fact or contain statements thatmight be misleading.

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Annual Report 2014


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