CORPORATE GOVERNANCE

Directors’ Report to the Shareholders

For the year ended 30 June 2022

Annual Report
01
2022
 Directors’ Report to the Shareholders
For the year ended 30 June 2022
Dear Shareholders, Corporate and Financial Reporting Framework
The Directors have the pleasure to present their In accordance with the Bangladesh Securities and
Annual Report together with the Audited Financial Exchange Commission’s Corporate Governance Code
Statements of the Company for the year ended 30 2018, the Directors are pleased to confirm the
June 2022. following:
This report has been prepared in compliance with
section 184 of the Companies Act 1994 and Industry outlook and possible future development in
Bangladesh Securities and Exchange Commission the industry.
Notification No. BSEC/CMRRCD/2006-158/207/
Admin/80 dated 3 June 2018. In addition, the Beacon is the first manufacturer of anti-cancer drugs
Directors explained and disclosed certain issues, in Bangladesh and proud introducer of isolator
which they deemed relevant and important to ensure technology for processing anti-cancer products and
transparency and good governance practice. lyophilized technology. Beacon is the second in world
to manufacturing and marketing peginterferon
medicine for hepatitis. Beacon is the first to
Principal Activities introduce sophisticated biotech products
The principal activities of the Company are Streptokinase and Urokinase injections for Acute MI
manufacturing, marketing and selling of disease. This year Beacon has launched 20 new
pharmaceuticals and lifesaving medicine in the local products, out of which 5 are general products, 8 are
and international markets. oncology products, 1 is bio-tech products and 6 are
Chronic Care products.
Despite of the tough situation of COVID-19 we were
Property, Plant and Equipment able to maintain revenue at a reasonable level.
During the year under review, the Company invested Moreover, we have given special emphasis on cost
a sum of Tk. 3,072.10 million in property, plant and control, resource optimization and R & D capabilities
equipment. Movement in property, plant and in order to face these economic challenges.
equipment during the year is disclosed under note 4
.00 of the financial statements.
Segment-wise or product-wise performance.
Our products can be segmented as General, Chronic
Review of Business Care, Oncology and Bio-tech products. In terms of
Despite of global economic turmoil and impact of volume of sale General Product is the best performer
Covid-19 pandemic, 2021-2022 was a challenging followed by Oncology and Bio-tech respectively. In
year for our company. Though situation has terms of sales performance, general products have
improved after wide vaccination initiative by the contributed more than 59%, 33% oncology, 6%
Government. However, it left a bad impact on our Biotech and rest 2% contributed by Chronic Care
business. The raw materials price has significantly Products. In respect of profit margin Oncology
increased compared to previous years. As a result, Products are the best contributor than that of others.
product cost increased abnormally for which Gross
Margin declined.
Risk and Concerns.
During the year revenue reached Tk 8.02 billion
which was higher by 12.66% over the previous year’s Risks are defined as uncertainties resulting in adverse
revenue of Tk 7.12 billion. Operating profit increased variations of profitability or losses in financials or
by 5.01% with higher operating margins at 20.96%, otherwise. The risk management of the company
as against the prior year of 19.96%. covers core risk areas of the business operation,
financial risk, operational risk, receivable risk,
Net Profit after tax increased by 8.32 % to Tk 935 liquidity risk, market risk that includes foreign
million during the year, while earnings per share exchange risk, interest rate risk etc. Besides above
increased by 8.29 %.

Annual Report
02
2022
 Directors’ Report to the Shareholders
For the year ended 30 June 2022
risks, the Company considers credit management Explanation if the financial results deteriorate after
risks and strategic risks. the Company goes for Initial Public Offering (IPO),
The Company has a strong base to address the risk of Repeat Public Offering (RPO), Right Offer and Direct
future uncertainties with the change of industry and Listing.
global economy. The company is always keen to Beacon Pharmaceuticals Limited went for initial
identify the key business risks and ensures the public offering in the year 2010 and did not go for any
mitigation plans are in place. It has reviewed and further offering since then. So, no such explanation is
adopted best practices of the industry that are required for Beacon Pharmaceuticals Limited.
articulated to enable the company to achieve its
objectives effectively.
Explanation of significance variance occurs between
The objective of risk management is that the Quarterly Financial Performance and Annual
Company evaluates and takes well calculated Financial Statements.
business risks that safeguards the asset, its financial
resources and profitability from various businesses There was no significant variance that occurred
through its own measures and by implementing between the quarterly financial performance and
corporate guidelines. annual financial statements.

Cost of Goods Sold, Gross Profit Margin and Net Remuneration to Directors
Profit Margin. This information is incorporated in the Notes 39 of
Cost of Goods Sold for the year stands at Tk. the notes to the financial statements on page 124
3,875,791,274 which is 12.85% higher than that of with reference to the “Payment to Managing
the previous year. This has occurred due to increase Director” figures concerning the Board of Directors
of sales by 12.66% compare to the previous year and including Independent Directors.
Gross Margin has increased by 12.48% over the last Remuneration and other perquisites of the Directors
year. Besides this net margin has increased by 8.33% are reviewed annually by the NRC and approved by
over the last year. the Board of Directors. Non-Executive Directors
Independent Directors are paid fees for attending the
meetings.
Extra-Ordinary gain or loss.
No extra ordinary gain or loss occurred during the
year which would require adjustment or disclosure in Fairness of Financial Statements
the financial statements. The financial statements together with the notes
thereon have been drawn up in conformity with the
Companies Act 1994 and the Securities and
Related party transactions. Exchange Rules 1987. These statements present
Related Party Transactions are disclosed in the notes fairly the Company’s state of affairs, the result of
– 48.00 to the Financial Statements for the year operation, cash flow and changes in equity.
ended 30 June 2022.

Proper Books of Accounts

Utilization of proceeds from public issues, rights Books of Accounts of the Company have been
issues and / or through any other instruments. maintained properly.
During the financial year 2021-2022 no such
proceeds are collected that would require adjustment
or disclose in the annual report. Accounting Policies
Appropriate accounting policies have been
consistently applied in preparing financial statements

Annual Report
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2022
 Directors’ Report to the Shareholders
For the year ended 30 June 2022
and the accounting estimates are based on overhead. The positive impact of excess expenditures
reasonable and prudent judgment. is gradually taking place.

Application of IAS and IFRS Key operating and financial data

International Accounting Standard (IAS) and The key operating and financial data for the last five
International Financial Reporting Standard (IFRS) as years are annexed on page 44.
applicable in Bangladesh have been followed in
preparing financial statements and any departure has
been adequately disclosed. Declaration of dividend
Based on the performance of the Company the Board
of Directors is pleased to recommend a Cash
Internal control Dividend @ 16% for the year 2021-2022, which is
The system of internal control is sound and has been 6.67% higher than last year.
implemented and monitored effectively. The Board
has the ultimate responsibility for Beacon Pharma’s
system of internal control and for reviewing its Directors
effectiveness. It has been designed to manage the Name of the Directors of the company and their
risk of failure to achieve the objectives of the biographical details are shown on pages 17 and 18.
Company and to provide reasonable assurance that
Company’s assets are safe guarded against
unauthorized use of material loss and that Number of board and Committee meetings
transactions are properly authorized and recorded. During the year, the Board of Directors met
twenty-eight times. Audit Committee met four times
and Nomination & Remuneration Committee met
Minority Shareholders once.
Minority shareholders have been protected from The attendance record of the Directors is shown in
abusive actions by, or in the interest of, controlling Annexure-A of this report.
shareholders acting either directly or indirectly and
have effective means of redress.
Re-election of Director
Going Concern. Mr. Md. Niazul Karim retires under Article 124 of the
Articles of Association of the Company, Mr. Md.
There are no significant doubts about the Company’s Niazul Karim eligible and offered himself for
ability to continue as a going concern. The Board of re-election. The Board recommends his
Directors has reviewed the Company’s business plan re-appointment.
and is satisfied that the Company has adequate
resources to continue its operations in the
foreseeable future. Accordingly, the financial Appointment of Independent Director
statements are prepared based on the going concern Mr. Abdul Qader Siddiqui Independent Director of
concept. the Company submitted his resignation as
Independent Director which was accepted by the
Significant deviation from the last year’s operating Board on 1st June 2022. Members of the Board
result. gratefully acknowledged the valuable contributions
of Mr. Abdul Qader Siddiqui during his tenure of
Significant variations over the last year’s operation of office.
the Company have been made due to excess
expenditure incurred in the factory overhead, general Based on the recommendation of the Nomination
& admin overhead and selling and distribution and Remuneration Committee and approval of

Annual Report
04
2022
 Directors’ Report to the Shareholders
For the year ended 30 June 2022
Bangladesh Securities and Exchange Commission (BSEC), the Board of Directors of the Company appointed Mr.
Mohammad Sanaullah FCS as Independent Director of the Company for three years (First term) with effect
from June 29, 2022. Mr. Sanaullah has long experienced in corporate management and hold the position as
Director in different listed Companies including MNC.

Board Committees
In accordance with the condition no.6 of Bangladesh Securities and Exchange Commission’s Code of Corporate
Governance, BSEC/CMRRCD/2006/158/ 207/Admin/80, dated 3rd June, 2018, the Board of Beacon
Pharmaceutical Limited have reformed the following Committee’s in its meeting held on June 29, 2022:

Audit Committee

SI No. Name Position

1 Mr. Mohammad Sanaullah, Independent Director Chairman
2 Major M.A Hussain (Retd.), Independent Director Member
3 Mr. Md. Niazul Karim, Director Member

Nomination and Remuneration Committee

SI No. Name Position

1 Major M.A Hussain (Retd.), Independent Director Chairman
2 Mr. Mohammad Sanaullah, Independent Director Member
3 Mr. Md. Niazul Karim, Director Member

Appointment of Statutory Auditors

As per section 210 of the Companies Act 1994, the Company’s statutory Auditors Messrs. Toha Khan Zaman &
Co, Chartered Accountants retires at the 21st Annual General Meeting as Statutory Auditors of the Company.
As per the Bangladesh Securities and Exchange Commission (BSEC) order no SEC/CMRRCD/2009-193/
104/Admin dated July 27, 2011 the retiring Auditors M/S Toha Khan Zaman & Co , Chartered Accountants are
eligible for re-appointment as Statutory Auditors for 2022-2023.
The Audit Committee recommended to appoint Messer’s Toha Khan Zaman & Co, Chartered Accountants as
the auditors of the Company for the year 2022-2023 at a fee of Tk. 375,000 (Taka three lakh seventy -five
thousand) only.
The Directors have endorsed the recommendation of the Audit Committee for re-appointment of Messer’s
Toha Khan Zaman & Co, Chartered Accountants as the Statutory Auditors for the year 2022-2023.

Appointment of Corporate Governance Compliance Auditors

The Audit Committee recommended to appoint M/S Al- Muqtadir Associates, Chartered Secretaries and
Consultants as the Corporate Governance Compliance Auditors of the company for the year 2022-2023.
The Board of Directors have endorsed the recommendation of the Audit Committee for appointment of M/S
Al- Muqtadir Associates., Chartered Secretaries & consultants as the Corporate Governance compliance
Auditor auditors of the company for the year 2022-2023 at a fee of Tk.80,000 (Taka eighty thousand) only.

Annual Report
05
2022
 Directors’ Report to the Shareholders
For the year ended 30 June 2022
Pattern of Shareholding:
a) Parent/Subsidiary/ Associated Companies and other related parties.

Designation No. of
Sl. No. Name Entities where they have interest
with BPL Share held
Beacon Developments Limited 600
MEK Auto Bricks 25,000
MEK Industries Limited 8,500
Managing
MEK Pharmatech Limited 8,500
Director
Mujibunnessa Medical College & Hospital Limited 80,00,000
Beacon Oncology Limited 85,000
Beacon Nutraceuticals Limited 85,000
01 Mr. Mohammad Ebadul Karim Beacon Cephalosporin Limited 25,50,000
Beacon Power Systems Limited 85,000
Beacon Point Limited 25,000
Chairman Beacon Medicare Limited 42,500
EREBA Capsules Limited 20,000
Beacon Economic Zone Limited 8,00,000
Beacon Business Solution Limited 85,000
Director Kohinoor Chemical Co. (BD) Limited 1,998,275

Designation No. of
Sl. No. Name Entities where they have interest
with BPL Share held
Beacon Developments Limited 250
Beacon Nutraceuticals Limited 5,000
MEK Auto Bricks 12,500
Chairman MEK Industries Limited 500
MEK Pharmatech Limited 500
Beacon Oncology Limited 5,000
Mujibunnessa Medical College & Hospital Limited 5,00,000
02 Mrs. Nurun Nahar Karim Beacon Cephalosporin Limited 1,50,000
Beacon Power Systems Limited 5,000
Beacon Point Limited 25,000
Beacon Medicare Limited 2,500
Director
Beacon Economic Zone Limited 50,000
Beacon Business Solution Limited 5,000
Kohinoor Chemical Co. (BD) Limited 1,277,579
Banani Clinic Limited 10,000

Annual Report
06
2022
 Directors’ Report to the Shareholders
For the year ended 30 June 2022

Designation No. of
Sl. No. Name Entities where they have interest
with BPL Share held
Beacon Point Limited 25,000
Managing
Beacon Economic Zone Limited 1,50,000
Director
Beacon Medicare Limited 2,500
Beacon Developments Limited 400
Beacon Cephalosporin Limited 1,50,000
Beacon Nutraceuticals Limited 5,000
03 Mrs. Nurun Nahar Karim MEK Auto Bricks 6,250
MEK Industries Limited 500
Director
MEK Pharmatech Limited 500
Beacon Oncology Limited 5,000
Mujibunnessa Medical College & Hospital Limited 5,00,000
Beacon Business Solution Limited 5,000
Beacon Power Systems Limited 5,000

b) Director, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit and
their spouse and minor children.

Sl. No. Name Designation No. of Shares Held

1 Mr. Mohammad Ebadul Karim Managing Director 5,82,28,800
2 Mrs. Nurun Nahar Karim Director 47,25,000
3 Mr. Md. Niazul Karim Director & CFO 63,54,000
4 Mr. Md. Abdul Haque Sarder Director, (F & A) and CFO Nil
5 Mr. Khalilur Rahman FCS Company Secretary Nil
6 Mr. Md. Jalal Uddin FCA Head of Internal Audit Nil
7 Spouse & Minor Children Nil

c) Executive

Sl. No. Name Designation No. of Shares Held

1 Mr. Mohammad Ebadul Karim Managing Director 5,82,28,800
2 Mr. Monjurul Alam Director, Business Development 64,500
3 Ms. Najmun Nahar Rahman Director (Plant Operations) Nil
4 Mr. Md. Golam Robbani Director, Factory Operations Nil
5 Mr. Anisur Rahman Khan EVP, HR & Admin Nil

d) Shareholders holding ten percent (10%) or more voting interest in the Company.

Sl. No. Name Designation No. of Shares Held

1 Mr. Mohammad Ebadul Karim Managing Director 5,82,28,800

Annual Report
07
2022
 Directors’ Report to the Shareholders
For the year ended 30 June 2022
Corporate Governance Compliance Report: CEO and CFO’s Declaration to Financial Statements
Beacon Pharmaceuticals Limited adheres to The Chief Executive Officer and Chief Financial
appropriate good Corporate Governance principles. Officer are of the opinion that Financial Statements
The Company also complied with all the given true and fair view of the company’s affairs.
requirements of Corporate Governance as required
by the Bangladesh Securities and Exchange
Commission. Accordingly, Corporate Governance Human Resources
Compliance checklist is shown in Annexure-1 of this A dynamic business environment requires having a
report. well-trained work force; therefore, the company
Further in compliance with the requirement of the develops the appropriate management skills to suit
Bangladesh Securities and Exchange Commission’s the business environment. Various training programs
(BSEC) Corporate Governance Code 2018, M/S and workshops were carried out during the year. The
Podder & Associates, Cost & Management management and employee relationship in the
Accountants in Practice issued the Corporate company was excellent throughout the year.
Governance Compliance Certificate which is shown
on page no. 75 of the report. Compliance with Laws and Regulations
The company was not engaged in any activities
Contribution to the National Exchequer contravening the laws and regulations. All those
During the year under review, our company paid Taka responsible for ensuring compliance with the
1,678.05 million to the national exchequer in the provisions in various laws and regulations were able
form of corporate income tax, customs duties and to do so within the stipulated time.
value added tax.
Environmental Protection
Credit Rating To the best of the Board’s knowledge, the company
The Company achieved A1 rating in long term and was not engaged in any activity which might prove
ST-3 for short term for consecutive three years with harmful to environment.
a strong and stable outlook from Credit Rating
Agency of Bangladesh Limited (CRAB). Conclusion:
The Company expresses its sincere appreciation to all
Reserves of its employees for their outstanding contribution
The total Reserves of the Company stood at Tk. and thanks to all the stakeholders for their continued
1231.06 million, details of which are given in Note 15 support and confidence.
and in the Statement of Changes in Equity in the
Financial Statements. On behalf of the Board of Directors

Events subsequent to Balance Sheet

The Board of Directors in their meeting held on
October 25, 2022 recommended cash dividend @ Mrs. Nurun Nahar Karim
Chairman
16% for the year 2021-22. Date : 24 October 2022

Annual Report
08
2022
 Directors’ Report to the Shareholders
For the year ended 30 June 2022
5 YEARS FINANCIAL HIGHLIGHTS
Taka in 000
Particulars
Particulars
2022 2021 2020 2019 2018

Financial Performance
Total Assets 10,815,897,392 8,535,571,691 7,176,904,014 4,871,002,971 4,908,410,740
Total Liabilities 4,87,20,46,906 3,180,408,738 2,546,558,381 1,891,819,980 1,907,666,832
Current Assets 6,444,215,802 5,215,795,475 3,785,627,854 2,668,641,600 2,400,038,430
Current Liabilities 4,674,132,541 2,792,662,114 2,053,537,586 1,317,400,721 1,332,666,250
Non-Current Assets 4,371,681,590 3,319,776,214 3,391,276,160 2,202,361,371 2,508,372,310
Non-Current Liabilities 197,914,365 387,746,624 493,020,794 574,419,259 575,000,582
Shareholders’ Equity 5,943,850,486 5,355,162,953 4,630,345,633 2,979,182,991 3,000,743,908
Operational Performance
Revenue 8,022,736,306 7,121,152,785 5,590,790,317 4,646,865,410 3,760,786,106
Cost of Goods Sold 3,875,791,274 3,434,422,533 2,718,444,324 2,364,808,809 1,927,331,673
Operating Expense 2,465,035,491 2,265,106,526 2,529,653,717 1,959,448,364 1,563,846,092
Financial Expense 339,380,959 166,796,221 150,270,407 153,524,466 138,160,282
Gross Profit 4,146,945,032 3,686,730,252 2,872,345,993 2,282,056,601 1,833,454,433
Operating Profit 1,681,909,541 1,421,623,726 342,692,277 322,704,069 269,608,341
Net Profit before tax 1,292,967,761 1,198,163,031 184,503,417 163,400,976 126,035,753
Net Profit after tax 935,187,533 863,417,319 380,691,353 117,700,592 126,103,008
Financial Ratio
Current ratio 1.38:1 1.87:1 1.84:1 2.03:1 1.80:1
Debt Equity Ratio 0.82:1 0.59:1 0.55:1 0.64:1 0.64:1
Financial Expense Coverage Ratio (Times) 4.96 8.52 2.28 2.1 1.95
Return on Equity 15.73% 16.12% 8.22% 3.95% 4.20%
Return on Assets 8.65% 10.11% 5.30% 2.42% 2.57%
Equity Parameters
Authorized Capital 3,000,000,000 3,000,000,000 3,000,000,000 3,000,000,000 3,000,000,000
Paid-up Capital 2,310,000,000 2,310,000,000 2,310,000,000 2,310,000,000 2,310,000,000
Shareholders’ Equity 5,943,850,486 5,355,162,953 4,630,345,633 2,979,182,991 3,000,743,908
No. of Shares Outstanding 231,000,000 231,000,000 231,000,000 231,000,000 231,000,000
Net Assets Value (NAV) Per Share 25.73 23.18 20.04 12.9 12.99
Earnings Per Share (EPS) 4.05 3.74 1.65 0.51 0.55
Market Price Per Share (Closing) 258.30 123.60 60.7 20.1 17.8
Price Earnings Ratio (Times) 63.78 33.05 36.79 39.41 32.36

Annual Report
09
2022
 Directors’ Report to the Shareholders
For the year ended 30 June 2022
ANNEXURE- A

Board /Committee Meetings and attendance during the year ended June 30, 2022
(a) Board Meeting

Meeting No. of meeting

Sl. No. Name of Directors
held attended
1 Ms. Nurun Nahar Karim, Chairman 28 28
2 Mr. Mohammad Ebadul Karim, Managing Director 28 28
3 Mr. Md. Niazul Karim, Director 28 28
5 Major M. A. Hussain (Retd.), Independent Director 28 6
6 Mr. Abdul Qader Siddiqui, Independent Director 28 5

(b) Audit Committee Meeting

Meeting No. of meeting

Sl. No. Name of Directors Position
held attended
1 Mr. Abdul Qader Siddiqui Chairman 4 3
2 Major M. A. Hussain (Retd.) Member 4 4
3 Mr. Md. Niazul Karim Member 4 4

(c ) Nomination & Remuneration Committee Meeting

Meeting No. of meeting

Sl. No. Name of Directors Position
held attended
1 Major M. A. Hussain (Retd.) Chairman 1 1
2 Mr. Abdul Qader Siddiqui Member 1
3 Mr. Md. Niazul Karim Member 1 1

Annual Report
10
2022