Prospectus DPL Word
Prospectus DPL Word
Prospectus DPL Word
Prospectus
Of
Deshbandhu Polymer
Limited
Public Offer for 16,000,000 ordinary shares of Tk. 10.00 each (at par)
amounting Tk. 160,000,000.00
UNDERWRITERS
Union Capital Limited, Noor Tower (5th Floor) Prime Finance & Investment
73, Sonargaon Road, Dhaka-1205 Limited
63 Dilkusha C/A, Dhaka-1000
Green Delta Insurance Company Limited EC Securities Limited, Nafi Tower
Hadi Mansion (4th floor), 2, Dilkusha C/A, Dhaka- (6th floor), Gulshan Avenue, Dhaka-
1000 1212
Deshbandhu Polymer
Limited
1
Registered Office
Mostafa Centre House - 59, Road - 27, Block – K, Banani,
Dhaka - 1213, Bangladesh
Phone: +88-02-8816731, Fax: +88-02-9891456
email: info@deshbandhugroup.com.bd, Web: www.deshbandhugroup.com.bd
2
AVAILABILITY OF PROSPECTUS
Issuer Company
Deshbandhu Polymer Limited Golam Rahman +88-02-
Road # 27, House # 59, Managing Director 8816731
Banani, Dhaka -1213.
Issue Manager
Union Capital Limited Abul Munim Khan +88-02-
Noor Tower (5th Floor) EVP & Head of 9662888
1/F, Free School Street Business
73, Sonargaon Road, Dhaka-1205
Underwriters
1 Union Capital Limited Abul Munim Khan +88-02-
Noor Tower (5th Floor) EVP & Head of Business 9662888
73, Sonargaon Road, Dhaka-1205.
2 Prime Finance & Investment Limited Md. Rezaul Haque +88-02-
63 Dilkusha C/A, Dhaka-1000 SVP & Head of Merchant 9563883
Banking
3 Green Delta Insurance Company Syed Moinuddin Ahmed +88-02-
Limited Company Secretary 9560005
Hadi Mansion (4th floor), Ext. 209
2, Dilkusha C/A, Dhaka-1000
4 EC Securities Limited, East Coast Md. Khurshid Alam +88-02-
Centre SWG-8 Gulshan Avenue, Corporate planner 9884312-7
Dhaka-1212.
Stock Exchanges
01. Dhaka Stock Exchange Limited (DSE) DSE Library +88-02-
9/F, Motijheel C/A, Dhaka-1000. 9564601-7
+88-02-
9666944-8
02. Chittagong Stock Exchange Limited (CSE). CSE Library +88-031-
CSE Building, 1080 Sheikh Mujib Road, 714632-3
Chittagong. +88-031-
720871-3
Prospectus would also be available on the web site of SEC (www. secbd.org), DSE (www.
dsebd.org), CSE (www.csebd.com), Deshbandhu Polymer Limited
www.deshbandhugroup.com.bd Issue Manager (www.unicap-bd.com) and Public
Reference Room of the Securities and Exchange Commission (SEC) for reading and
studying.
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Table of content
Sl# Particulars Page #
01 Conditions under Section 2CC of SEC 5–9
02 General Information 10
03 Declaration about the responsibility of the directors including the CEO of the 11
issuer company in respect of prospectus
04 Consent of Director (S) to serve as Director (S) 11
05 Declaration about filing of prospectus with RJSC 12
06 Declaration by the issuer about the approval from SEC for any material changes 12
07 Declaration by the issue manager about the approval from SEC for any material 12
changes
08 Due Diligence Certificate from the Issue Manager 13
09 Due Diligence Certificate from the Underwriters 14
10 Risk Factors & Management’s perception regarding risks 15-16
11 Capital structure and purpose of the public offering 17
12 Use of Proceeds 17-18
13 Description of Business 18-21
14 Description of Property 21
15 Plan of Operation and Discussion of Financial Condition 21-25
16 Auditors’ Certificate for issue of shares otherwise than for cash 25
17 Declaration for non- suppression of material information 26
18 Directors and officers of the Company 26
19 Directors’ ownership in other Companies 26
20 Family relationship among the Directors 27
21 Short Bio-data of the Directors 27-28
22 CIB report 28
23 Particulars of top officers of the company 28
24 Involvement of Directors and Officers in certain legal proceedings 28
25 Certain relationships and Related Transactions 29
26 Executive Compensation 29-30
27 Options Granted to Officers, Directors and Employees 30
28 Transaction with the Directors and Subscribers to the Memorandum 30
29 Revised tangible Assets per share 31
30 Ownership of the Company’s Securities 31-39
31 Securities of the company owned by Directors, top ten officers and other officers 39
as group
32 Determination of Offering Price 40
33 Market for the Securities being Offered 40
34 Description of Securities Outstanding or being Offered 40-41
35 Debt Securities 41
36 Lock-in Provision 42
37 Refund of Subscription Money 42
38 Subscription By and Refund To Non-Resident Bangladeshi (NRB) 42
39 Availability of Securities 43
40 Underwriters 43-44
41 Disclosure in Respect of Issuance of Security in Demat Form 44
42 Application for Subscription 45-46
43 Declaration about Listing of Shares with Stock Exchanges 46
44 Material contracts 47
45 Manager to the issue 47
46 Commission to the banker to the issue 47
47 Corporate Directory 47
48 Auditors Reports & Accounts 48-63
49 Auditors’ Report in pursuance of Section 135(1) under para 24(1) of Part-II of the 64-66
Third Schedule of the Companies Act 1994
50 Ratio Analysis 67
51 Additional report by the Auditor 68-75
52 Application Form for other than Non-Resident Bangladeshis 76
53 Instructions 77
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54 Bankers to the Issue 78
55 Application Form (NRB) 79
56 Instructions 80
PART–A
1. The company shall go for Initial Public Offer (IPO) for 1,60,00,000 ordinary shares of
Tk. 10.00 each at par totalling Tk. 16,00,00,000.00 (Sixteen crore) following the
Securities and Exchange Commission (Public Issue) Rules, 2006, the Depository Act,
1999 and regulations made there under.
3. Sufficient copies of prospectus shall be made available by the issuer so that any
person requesting a copy may receive one. A notice shall be placed on the front of the
application form distributed in connection with the offering, informing that interested
persons are entitled to a prospectus, if they so desire, and that copies of prospectus may
be obtained from the issuer and the issue managers. The subscription application shall
indicate in bold type that no sale of securities shall be made, nor shall any money be
taken from any person, in connection with such sale until twenty five days after the
prospectus has been published.
4. The company shall submit 40 (Forty) copies of the printed prospectus to the Securities
and Exchange Commission for official record within 5 (Five) working days from the
date of publication of the abridged version of the prospectus in the newspaper.
5. The issuer company and the issue managers shall ensure transmission of the
prospectus, abridged version of the prospectus and relevant application forms for NRBs
through email, simultaneously with publication of the abridged version of the prospectus,
to the Bangladesh Embassies and Missions abroad and shall also ensure sending of the
printed copies of abridged version of the prospectus and application forms to the said
Embassies and Missions within 5 (Five) working days of the publication date by Express
Mail Service (EMS) of the postal department. A compliance report shall be submitted in
this respect to the SEC jointly by the issuer and the issue managers within 2 (Two)
working days from the date of said dispatch of the prospectus and the forms.
6. The paper clipping of the published abridged version of the prospectus, as mentioned
at condition no. 2 above, shall be submitted to the Commission within 24 hours of the
publication thereof.
7. The company shall maintain separate bank account(s) for collecting proceeds of the
Initial Public Offering and shall also open Foreign Currency (FC) account(s) to deposit the
application money of the Non Resident Bangladeshis (NRBs) for IPO purpose, and shall
incorporate full particulars of said FC account(s) in the prospectus. The company shall
open the above-mentioned accounts for IPO purpose; and close these accounts after
refund of over-subscription money. Non-Resident Bangladeshi (NRB) means Bangladeshi
citizens staying abroad including all those who have dual citizenship (provided they have
a valid Bangladeshi passport) or those, whose foreign passport bear a stamp from the
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concerned Bangladesh Embassy to the effect that no visa is required for travelling to
Bangladesh.
8. The issuer company shall apply to all the stock exchanges in Bangladesh for listing
within 7 (Seven) working days from the date of issuance of this letter and shall
simultaneously submit the vetted prospectus with all exhibits, as submitted to SEC, to
the stock exchanges.
9. The following declaration shall be made by the company in the prospectus, namely: -
None of the stock exchange(s), if for any reason, grants listing within 75 (Seventy Five)
days from the closure of subscription, any allotment in terms of this prospectus shall be
void and the company shall refund the subscription money within 15 (Fifteen) days from
the date of refusal for listing by the stock exchanges, or from the date of expiry of the
said 75 (Seventy Five) days, as the case may be.
In case of non-refund of the subscription money within the aforesaid 15 (Fifteen) days,
the Directors of the company, in addition to the issuer company, shall be collectively and
severally liable for refund of the subscription money, with interest at the rate of 2% (Two
Percent) per month above the bank rate, to the subscribers concerned.
The issue managers, in addition to the issuer company, shall ensure due compliance of
the above mentioned conditions and shall submit compliance report thereon to the
Commission within 7 (Seven) days of expiry of the aforesaid fifteen days time period
allowed for refund of the subscription money.”
10. The subscription list shall be opened and the sale of securities commenced after 25
(Twenty Five) days of the publication of the abridged version of the prospectus and
shall remain open for 5 (Five) consecutive banking days.
11. A non-resident Bangladeshi shall apply either directly by enclosing a foreign demand
draft drawn on a bank payable at Dhaka, or through a nominee by paying out of foreign
currency deposit account maintained in Bangladesh or in Taka, supported by foreign
currency encashment certificate issued by the concerned bank, for the value of securities
applied for through crossed bank cheque marking “Account Payee only”. The NRB
applicants shall send applications to the issuer company within the closing date of the
subscription so as to reach the same to the company by the closing date plus 9 (Nine)
days. Applications received by the company after the above time period will not be
considered for allotment purpose.
12. The company shall apply the spot buying rate (TT clean) in US Dollar, UK Pound
Sterling and Euro of Sonali Bank Ltd, which shall be mentioned in the Prospectus, as
prevailed on the date of opening of the subscription for the purpose of application of the
NRBs and other non-Bangladeshi persons, wherever applicable.
13. The Company and the issue manager shall ensure prompt collection/clearance of the
foreign remittances of NRBs and other non-Bangladeshi(s), if applicable, for allotment of
shares.
14. Upon completion of the period of subscription for securities, the issuer and the issue
manager shall jointly provide the Commission and the stock exchanges with the
preliminary status of the subscription within 5 (Five) working days, in respect of the
following matters, namely: -
(a) Total number of securities for which subscription has been received;
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(b) Amount received from the subscription; and
(c) Amount of commission paid to the bankers to the issue.
15. The issuer and the issue manager shall jointly provide the Commission and the stock
exchanges with the list of valid and invalid applicants (i.e. final status of subscription) in
electronic form in 2 (Two) CDs and final status of subscription to the Commission within 3
(Three) weeks after the closure of the subscription along with bank statement
(original), branch-wise subscription statement. The list of valid and invalid applicants
shall be finalized after examination with the CDBL in respect of BO accounts and
particulars thereof.
16. The IPO shall stand cancelled and the application money shall be refunded
immediately (but not later than 5 (Five) weeks from the date of the subscription closure),
if any of the following events occur:
(a) Upon closing of the subscription list it is found that the total number of valid
applications (in case of under subscription including the number of the underwriter) is
less than the minimum requirement as specified in the listing regulations of the stock
exchange(s) concerned; or
17. 10% of total public offering shall be reserved for non-resident Bangladeshi (NRB) and
10% for mutual funds and collective investment schemes registered with the
Commission, and the remaining 80% shall be open for subscription by the general public.
In case of under-subscription under any of the 10% categories mentioned above, the
unsubscribed portion shall be added to the general public category and, if after such
addition, there is over subscription in the general public category, the issuer and the
managers to the issue shall jointly conduct an open lottery of all the applicants added
together.
18. All the applicants shall first be treated as applied for one minimum market lot of 500
shares worth Taka 5,000/- (Taka five thousand only). If, on this basis, there is over
subscription, then lottery shall be held amongst the applicants allocating one
identification number for each application, irrespective of the application money. In case
of over-subscription under any of the categories mentioned hereinabove, the issuer and
the issue managers shall jointly conduct an open lottery of all the applications received
under each category separately in presence of representatives from the issuer, the stock
exchanges and the applicants, if there be any.
19. An applicant cannot submit more than two applications, one in his/her own
name and the other jointly with another person. In case an applicant makes
more than two applications, all applications will be treated as invalid and will
not be considered for allotment purpose. In addition, whole or part of the
application money may be forfeited by the Commission.
20. The applicant shall provide with the same bank account number in the
application form as it is in the BO account of the application. Otherwise the
application will be considered invalid and the subscription money may be
forfeited.
21. Lottery (if applicable) shall be held within 4 (Four) weeks from closure of the
subscription date.
22. The company shall issue share allotment letters to all successful applicants within 5
(Five) weeks from the date of the subscription closing. Within the same time, refund to
the unsuccessful applicants shall be made in the currency in which the value of securities
was paid for by the applicants without any interest, through direct deposit to the
applicant’s bank account as far as possible/ Account Payee Cheque/ refund warrants with
bank account number, bank’s name and branch as indicated in the securities application
7
forms payable at Dhaka/ Chittagong/ Khulna/ Rajshahi/ Barisal/ Sylhet/ Bogra, as the case
may be subject to condition no. 19 above.
Refund money of the unsuccessful applicants shall be credited directly to their respective
bank accounts, who have chosen the option in the IPO application forms, as maintained
with the bankers to the issue or any other banks mentioned in the application.
A compliance report in this regard shall be submitted to the Commission within 7 (Seven)
weeks from the date of closure of subscription.
23. The company shall furnish the List of Allotees to the Commission and the stock
exchange(s) simultaneously in which the shares will be listed, within 24 (Twenty Four)
hours of allotment.
24. In the event of under-subscription of the public offering, the unsubscribed portion of
securities shall be taken up by the underwriter(s) (subject to Para -16 above). The issuer
must notify the underwriters to take up the underwritten shares within 10 (Ten) days of
the closing of subscription on full payment of the share money within 15 (Fifteen) days of
the issuer’s notice. The underwriter shall not share any underwriting fee with the issue
managers, other underwriters, issuer or the sponsor group.
25. All issued shares of the issuer except the institutional bidders shares, at the time of
according this consent shall be subject to a lock-in period of 3 (Three) years from the
date of issuance of prospectus or commercial operation, whichever comes later.
Provided that the persons (other than Directors and those who hold 5% or more shares in
the company), who have subscribed to the shares of the company within immediately
preceding two years of according consent shall be subject to a lock-in period of 1
(One) year from the date of issuance of prospectus or commercial operation, whichever
comes later.
27. The company shall apply to the stock exchanges for listing within 7 (Seven) working
days of issuance of this letter and shall simultaneously submit to the Commission
attested copies of the application filed with the stock exchanges.
28. The Company shall not declare any benefit other than cash dividend based on
financial statement for the year ended April 30, 2010.
PART–B
1. The issuer and the Issue Manager, shall ensure that the abridged version of the
prospectus and the full prospectus is published correctly and in strict conformity with the
conditions of this letter without any error/omission, as vetted by the Securities and
Exchange Commission.
8
2. The issue manager shall carefully examine and compare the published abridged
version of the prospectus on the date of publication with the copy vetted by SEC. If any
discrepancy/ inconsistency is found, both the issuer and the issue manager shall jointly
publish a corrigendum immediately in the same newspapers concerned, simultaneously
endorsing copies thereof to SEC and the stock exchange(s) concerned, correcting the
discrepancy/inconsistency as required under ‘Due Diligence Certificates’ provided with
SEC.
3. Both the issuer company and the issue manager shall, immediately after publication of
the prospectus and its abridged version, jointly inform the Commission in writing that the
published prospectus and its abridged version are verbatim copies of the same as vetted
by the Commission.
4. The fund collected through Public Offering shall not be utilized prior to listing with
stock exchanges and that utilization of the said fund shall be effected through banking
channel, i.e. through account payee cheque, pay order or bank drafts etc.
5. The company shall furnish report to the Commission on utilization of Public Offering
proceeds within 15 (Fifteen) days of the closing of each quarter until such fund is fully
utilized, as mentioned in the schedule contained in the prospectus, and in the event of
any irregularity or inconsistency, the Commission may employ or engage any person, at
issuer’s cost, to examine whether the issuer has utilized the proceeds for the purpose
disclosed in the prospectus.
6. All transactions, excluding petty cash expenses, shall be effected through the
company’s bank account(s).
7. Proceeds of the Public Offering shall not be used for any purpose other than those
specified in the prospectus. Any deviation in this respect must have prior approval of the
shareholders in the shareholders Meeting under intimation to SEC and stock exchanges.
8. Directors on the Company’s Board will be in accordance with applicable laws, rules
and regulations.
PART-C
1. All the above conditions imposed under section 2CC of the Securities and Exchange
Ordinance, 1969 shall be incorporated in the prospectus immediately after the page of
the table of contents, with a reference in the table of contents, prior to its publication.
2. The Commission may impose further conditions/restrictions etc. from time to time as
and when considered necessary which shall also be binding upon the issuer company.
PART-D
1. As per provision of the Depository Act, 1999 and regulations made there under, shares
will only be issued in dematerialized condition. All transfer/transmission/splitting will take
place in the Central Depository Bangladesh Ltd. (CDBL) system and any further issuance
of shares (Including rights/bonus) will be made in dematerialized form only.
An applicant (including NRB) shall not be able to apply for allotment of shares without
Beneficial Owners (BO) account.
2. The company along with the issue managers shall ensure due compliance of all the
above conditions and the Securities & Exchange Commission (Public Issue) Rules, 2006.
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GENERAL INFORMATION
1. Union Capital Limited have prepared this prospectus based on the information
provided by Deshbandhu Polymer Limited (the Issuer) and also upon several
discussions with Managing Director and concerned executives of the Company. The
Directors including Managing Director of Deshbandhu Polymer Limited, Union Capital
Limited collectively and individually, having made all reasonable inquires, confirm that to
the best of their knowledge and belief, the information contained herein is true and
correct in all material aspects and that there are no other material facts, the omission of
which would make any statement herein misleading.
A copy of this Prospectus may be obtained from the Head Office of Deshbandhu Polymer
Limited, Union Capital Limited, the Underwriters and the Stock Exchanges where the
securities will be traded.
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Declaration about the Responsibility of the Directors, including the CEO
of Deshbandhu Polymer Limited in respect of the Prospectus
This prospectus has been prepared, seen and approved by us, and we, individually and
collectively, accept full responsibility for the authenticity and accuracy of the statements
made, information given in the prospectus, documents, financial statements, exhibits,
annexes, exhibits, papers submitted to the Commission in support thereof, and confirm,
after making all reasonable inquiries that all conditions concerning this public issue and
prospectus have been met and that there are no other information or documents the
omission of which make any information or statements therein misleading for which the
Commission may take any civil, criminal or administrative action against any or all of us
as it may deem fit.
We also confirm that full and fair disclosure has been made in this prospectus to enable
the investors to make a well informed decision for investment.
Sd/- Sd/-
Golam Mostafa Provash Chokrobarti
Chairman Director
Sd/- Sd/-
Golam Rasul Putul Md. Mainul Islam Lal
Director Director
Sd/-
Golam Rahman
Managing Director
We hereby agree that we have been serving as Directors of Deshbandhu Polymer Limited
and continue to act as Directors of the Company.
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Sd/- Sd/-
Golam Mostafa Provash Chokrobarti
Chairman Director
Sd/- Sd/-
Golam Rasul Putul Md. Mainul Islam Lal
Director Director
Sd/-
Golam Rahman
Managing Director
A dated and signed copy of this Prospectus has been filed for registration with the
Registrar of Joint Stock Companies and Firms, Bangladesh, as required under Section 138
(1) of the Companies Act, 1994 vide RJSC’s receipt No. …………dated ……….
In case of any material changes in any agreement, contract, instrument, facts and
figures, operational circumstances and statement made in the Prospectus subsequent to
the preparation of the Prospectus and prior to its publication shall be incorporated in the
Prospectus and the said Prospectus shall be published with the approval of the
Commission.
For Issuer
Sd/-
Golam Rahman
Managing Director
Deshbandhu Polymer Limited.
In case of any material changes in any agreement, contract, instrument, facts and
figures, operational circumstances and statement made in the Prospectus subsequent to
the preparation of the Prospectus and prior to its publication shall be incorporated in the
Prospectus and the said Prospectus shall be published with the approval of the
Commission.
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Sd/-
Abul Munim Khan
EVP & Head of Business
Union Capital Limited
To
The Chairman
Securities and Exchange Commission
10, Jibon Bima Bhaban (15th , 16th & 20th floor)
Dhaka - 1000
Dear Sir:
We, the under-noted Manager to the Issue to the above-mentioned forthcoming issue,
state as follows:
1. We, while finalizing the draft prospectus pertaining to the said issue, have examined
various documents and other materials as relevant for adequate disclosures to the
investors; and
2. On the basis of such examination and the discussions with the issuer company, it’s
directors and officers, and other agencies; independent verification of the statements
concerning objects of the issue and the contents of the documents and other materials
furnished by the issuer company;-
WE CONFIRM THAT:
b) all the legal requirements connected with the said issue have been duly complied
with; and
c) the disclosures made in the draft prospectus are true, fair and adequate to enable the
investors to make a well informed decision for investment in the proposed issue.
Sd/-
Saifuddin M. Naser
Managing Director
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Union Capital Limited
To
The Chairman
Securities and Exchange Commission
10, Jibon Bima Bhaban (15th , 16th & 20th floor)
Dhaka - 1000
1. We, while underwriting the above mentioned issue on a firm commitment basis, have
examined the draft prospectus, other documents and materials as relevant to our
underwriting decision; and
2. On the basis of such examination and the discussions with the issuer company, it’s
directors and officers, and other agencies; independent verification of the statements
concerning objects of the issue and the contents of the documents and other materials
furnished by the issuer company;-
WE CONFIRM THAT:
(a) all information as are relevant to our underwriting decision have been received by us
and the draft prospectus forwarded to the Commission has been approved by us;
(b) we shall subscribe and take up or procure subscription for taking up the un-
subscribed securities against the above-mentioned public issue within 15 (fifteen) days of
calling up thereof by the issuer; and
For Underwriters
Sd/-
(Managing Director/CEO)
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Union Capital Limited
Prime Finance & Investment Limited
Green Delta Insurance Company Limited
EC Securities Limited
As with all investments, investors should be aware that there are risks associated with an
investment in the Company. These risks could result in loss of income or capital
investment. Before making any investment decision, Investors are encouraged to seek
independent financial advice.
Management perception
The management of the Company is always aware of interest rate, which is concerned to
the cost of fund of the Company. The Management prefers in procuring of the long-term
fund with minimum fixed interest rate and the short-term fund with reasonable
competitive rate. On the other hand, management of the Company is emphasizing on
equity based financing.
Management Perception:
DPL does not export to foreign markets, and as a result is protected to this risk. Although
the company is using imported raw materials it is able to pass on the additional cost of
raw material through price increase. Its brand name allows it to increase its price without
difficulty. Competitors also increase their price as the raw material prices increase, and
this is standard industry practice.
c. Industry Risk
Entry of new competitors may increase the market competition and may
adversely affect the profitability of Deshbandhu Polymer Limited.
Management Perception:
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Quality, almost same buyer (above 10% of the products are used by its holding concern
DSML), relatively lower cost due to quality raw material (100% imported), lower wastage,
increased productivity, strong and smooth supply chain (having holding concern’s strong
supply chain) etc. The PP bags business has also become brand-dependent. DPL bags are
asked by the consumers by its name.
The other barrier to entry in this sector is high requirement of capital. PP woven bags
manufacturing has become a high capital-intensive sector, and initial cost of entry is
extremely high. This is also a deterrent to new entrants. Due to this high capital barrier,
we did not see any significant new entrant in the last years entering the PP woven bag
sector.
Management Perception:
DPL has setup its project with modern brand new imported machineries. It has a plan for
BMRE/expansion every 3 to 4 years if necessary. It will continuously upgrade its
machines and technology. So, the risk of obsolete technology is mitigated. DPL will
continuously incorporate marginal changes through BMRE/Expansion if any.
16
movement for higher benefit packages. The project of the Company is situated at a high
land having less record of flood. The factory building has strong RCC foundation, RCC
floor, pre-fabricated steel structure to withstand wind, storm, rain etc. along with good
drainage facility. The risks from these factors are also covered through Insurance. The
company is also facilitated to keep a rational reserve for any future price escalation of
the raw materials.
I. Additional Risk:
a. Currently, Managing Director, Chief Financial Officer & Company Secretary of
DPL is not taking salary, remuneration or any other kind of benefit from the
company. Moreover, DPL is not paying anything up to June 30, 2010 for using
physical facilities and support services namely power, gas, water and housing from
DSML. From July 01, 2010 DSML will charge cost plus 10% service charge as per
board resolution dated 01/07/2010 that will squeeze the profitability of the
company.
Management Perception
The management of the Company is aware of such risk. They are always attempting to
maximize production with cost efficiency as a result profitability will not be hampered
greatly.
b. As per the terms of the contract between Industrial Building System (IBS)
and DPL for foundation and civil work of pre-fabricated steel building dated
June 02, 2010 and contract will be invalid if IBS can not complete the work
within 127 days from June 02, 2010.
Management Perception
The work is progressing as per schedule and hope it will be completed on or before the
time allocated to IBS.
The capital structure and purpose of the public offering of Deshbandhu Polymer Limited
before and after IPO is as under:
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C. Total capital structure after IPO (A+B) 400,000,0
00
Means of finance:
Amount in Taka
From capital raising 80,000,000
From initial public offering (IPO) 160,000,000
Total 240,000,000
b) The tentative implementation schedule of the said BMRE is stated below:
Implementation Schedule of new machineries:
Particulars Approximate date of Projected
completion of project date
of
commercial
operation
Land procurement & development August 2010
completion
Civil works August 2010 – January
2011
Opening of L/Cs August 2010 – October
2010
Machinery at site February 2011 – January May 2012
2012
Completion of civil works January 2011
Erection and Installation February 2011 – January
2012
Trial run February 2011 – April
2011
18
Sd/- Sd/- Sd/-
Golam Rahman Md. Liakat Ali Khan Dr. Aashraf Salehin
Managing Director Company Secretary Chief Financial Officer
(C) There are no other contracts for which Proceeds of IPO will be utilized except an
agreement with Industrial Building System (IBS), House#59, Road#27, Banani,
Dhaka for foundation and civil work of pre-fabricated steel building for an amount of Tk.
1,95,00,000 (taka one crore ninety five lac only) on June 02, 2010 and DPL has opened a
L/C for capital machinery purchase from ATA Machinery (Guangzhou) Co. Ltd., Shuiyin St.
Guangzhou, China through Mercantile Bank Limited for and amount of $ 202,000 on July
14, 2010. Major terms of the contract includes work will be completed within 127 days of
signing of this contract, Tk. 5,000 will be penalized per day for delay, DPL may cancel the
contract giving 15 days notice if so needed, then IBS will be compensated by 10% of the
total value of the contract without any rescues, cost of any damage to the property of
DPL by IBS or its assignee will be born by IBS, any dispute of claims (if any) shall be
settled by arbitration in accordance with the arbitration law of Bangladesh, DPL reserves
the right to inspect any item of construction and after completion.
4. Distribution of product:
The customers of the company collect the finished products and carry them to their sites
at their own risk from the factory.
19
5. Competitive Conditions in the Business:
There is a huge demand-supply gap for the product of the Company in the PP woven bag
market. So competition for the product of the Company is very low. The Company earned
good name & fame in this market of the country for its quality.
6. Sources and availability of raw material and the names of the principal
supplies:
The raw material of the Company is Poly Propylene (yarn grade), [L.D.P.E (Flim grade),
L.L.D.P.E. (Flim grade), H.D.P.E., Calcium Carbonate, White Master batch, Poly com]
which is fully procured from aboard. The names of main suppliers are mentioned below:
Power:
Power requirement for the project is 4,800 kw which is met up from Deshbandhu Sugar
Mills Limited. DPL is associate company of DSML. As a result, it can operate 24 hours
without disruption of power.
Water:
The project is required for about 108 cft (03 ton) of water per day which is also met up
from Deshbandhu Sugar Mills Limited.
Gas:
The project is using required gas from Deshbandhu Sugar Mills Limited.
20
02 KAFCO (BCIC) 30-31, Dilkusha BCIC Dhaka
03 Zia Fertilizer Co. Ltd. Ashugonj, Brahmanbaria
04 Jamuna Fertilizer Co. Ltd. Tarakandi, Sorishabari, Jamal Pur
No. of employees received salary below Taka 36, 000 per year Nil
No. of employees received salary above Taka 36, 000 per year 146
Total no. of employees 146
All of them are full-time employees.
Sd/-
Ashraful Haque Nabi &
Dhaka: August 24, 2010
Co.
Chartered Accountants
21
Table & Motor 0
09 LDPE/HDPE Extrusion
Film Blowing 01 Kg 1000 800 800 80
Machine
10 LDPE/HDPE Blowing
01 Kg 900 600 600 67
Machine
11 LDPE Extrusion Film
01 Kg 840 500 500 60
Blowing Machine
12 High Speed Cutting 45,00 84
01 Pcs 52800 45,000
& Sealing Machine 0
13 Double Speed
30,00
Cutting & Sealing 01 Pcs 50000 30,000 60
0
Machine
14 Hydraulic Balling 40,00
01 Pcs. 50000 40,000 80
Press 0
15 Hydraulic Balling 01 Pcs. 40000 26,000 26,00 65
Press 0
Sd/-
Ashraful Haque Nabi &
Dhaka: August 24, 2010
Co.
Chartered Accountants
a. The Company has set up its factory at Kawadi, Charsindur, Palash, Narshingdi to
run the operations and a corporate office is situated at Road # 27, House # 59,
Banani, Dhaka -1213. The Company posses the following fixed assets:
c. The company physically got possession of 262.62 decimals of land out of which 137.37
decimals land have been mutation in the name of the company and the rest land 125.25
decimals are under mutation process. Out of which 129.125 decimals land with 3
buildings are mortgaged, stock & machinery are kept under hypothecation with Dhaka
Bank, Local office branch.
22
e. None of the above mentioned properties are taken on lease.
(1) Internal & External Sources of Cash: (As per Audited Accounts)
(Amount in Taka)
Internal Sources of Cash 01.07.09 01.07.08 01.07.07 Inception
to to to to
30.04.10 30.06.09 30.06.08 30.06.07
Paid-up Capital 160,000,00 50,000,000 4,000,000 4,000,000
0
Advance share money deposit - 50,000,000 - -
Tax holiday reserve 11,068,682 - - -
Reserves & surplus 48,419,745 27,671,706 5,969,438 -
Sub Total: 219,488,4 127,671,7 9,969,438 4,000,000
27 06
External Sources of Cash 01.07.09 01.07.08 01.07.07 Inception
to to to to
30.04.10 30.06.09 30.06.08 30.06.07
Long Term Loan 38,415,783 51,397,235 14,260,246 -
Sub Total: 38,415,78 51,397,23 14,260,24 -
3 5 6
Grand Total: 257,904,2 179,068,9 24,229,68 4,000,000
10 41 4
23
Less : Cost of Goods Sold 204,292,091 167,741,304 74,202,634
Gross Profit 40,396,246 32,782,999 7,712,506 -
Less : Operating Expenses
Administrative & Selling Expenses 2,692,477 3,371,705 889,207
Operating Profit 37,703,769 29,411,294 6,823,299 -
Add. Non-operating income 2,971,318 4,124,569 1,105,039
Profit before financial expenses 40,675,087 33,535,863 7,928,338 -
Financial Expenses 8,858,366 13,468,211 1,958,900
Net Profit before Income Tax 31,816,721 20,067,652 5,969,438 -
Tax Holiday Reserve - 1,634,615 -
Profit available for 31,816,721 21,702,267 5,969,438 -
Appropriation
Equivalent Earning per Share -
3.47 43.40 149.24
(EPS)**
** The Company has changed the face value of share from Tk. 100 to Tk. 10 on August
05, 2009. Earning per share is annualized for smooth comparison for the period from 1 st
July, 2009 to 30 April 2010.
(4) Seasonal Aspect
In general demand for PP bags is prevailed in whole year except in January 15 to March
15 and July 15 to October 15, when the demand goes lower due to the competitor’s idle
time in their normal business and switching to PP bags.
(5) Known Trends, Events or Uncertainties
Fall of demand for knitwear in international market, scarcity of funds (liquidity crisis),
entrance of new technology, government monetary policy, increased competition,
natural calamities and political unrest may affect the business of the Company.
(6) Changes in the assets of the company used to pay off any liabilities
No asset of the Company has been disposed to pay off the liabilities.
(7) Loans taken or given by the company either from or to its holding/parent or
subsidiary company
The company has not taken from or given to any loan from its holding/parent/associate
or subsidiary company except the Inter company payable which has been shown
under the head Current Liability of the audited accounts.
Inter-company payable (As per auditors’ certificate)
30-04-2010 30-06-2009
Deshbandhu Sugar Mills Ltd 31,007,716 5,992,293
Commodities trading - 2,540,000
company
Deshbandhu distilleries Ltd. 2,200,000 2,200,000
Total 33,207,716 10,732,293
Inter company payable represents short term loan from the sister concerns for working
capital purpose which is interest free. No agreement is made by DPL with the above inter
companies.
(8) Future Contractual Liabilities
The company has no plan to enter into any contractual liabilities within next one year
other than the normal course of business.
(9) Future Capital Expenditure
There is no other plan in the near future for any capital expenditure other than the
capital expenditure mentioned in the caption ”Use of proceeds”.
(10) VAT, Income Tax, Customs Duty or other Tax Liability:
(I) VAT:
VAT liability as on 30/04.2010 was 2,602,324. The auditor has certified that “VAT liability
represents VAT withheld from customers after sales, which has subsequently paid”.
(II) Income Tax:
The Company is enjoying Tax holiday for a period of 4 (four) years from 1st January, 2008
to 31st December, 2011 granted by the National Board of Revenue (NBR) and DPL is
24
maintaining a Tax holiday reserve @ 40% on Net profit up to June 30, 2009. The
assessment position of the company (as per auditors’ certificate disclosed in additional
disclosure) is detailed below:
b. Lease Commitment:
There is no lease commitment during the last five years.
(14) Break down of all expenses connected with the public issue
The following is an estimate of expenditures on various accounts in relation to IPO:
Particulars Rate Amount
(Taka)
25
Manager to the Issue Fees 2,000,000.00
Regulatory Expenses:
Listing related expenses:
Service Charge for DSE Fixed 5,000.00
Annual Fee for DSE & CSE Fixed 140,000.00
Listing Fees for Stock Exchanges @ 0.15% on paid-up capital 1,200,000.00
(DSE & CSE) for ordinary shares
SEC Fees:
Application Fee Fixed 10,000.00
Consent Fee @ 0.15% on the public 240,000.00
offering amount
IPO Commission:
Underwriting Commission @ 1.00% on the underwritten 800,000.00
amount
Banker to the Issue Commission @ 0.10% on collected amount 800,000.00
(Assuming 5 times over
subscribed)
Printing & Post IPO Expenses
(Estimated):
Abridged version of Prospectus and Estimated 300,000.00
Noticed
Printing of Prospectus and Forms Estimated 200,000.00
Post issue Expenses Estimated 250,000.00
Lottery Conduction Fee to BUET At actual 209,000.00
CDBL Fees and Expenses:
Security Deposit of Eligible Securities At actual 400,000.00
Documentation Fee At actual 2,500.00
Annual Fee At actual 100,000.00
Issue Fee At actual 95,000.00
Connection Fee At actual 6,000.00
Total 6,757,500
The IPO expenses mentioned above may vary and it will be adjusted accordingly.
Besides this, there exists common directorship in some companies which considered as
related party. The transaction made during the period with such companies is as follows:
26
(18) A special report from the auditors regarding any allotment of shares to
the directors and subscribers to the Memorandum of Association and Articles
of Association for any consideration otherwise than for cash:
We certify that the Company does not issue any shares otherwise than for cash and the
books of accounts of the Company have been verified and found in order.
Sd/-
Ashraful Haque Nabi &
Dhaka: August 24, 2010
Co.
Chartered Accountants
This is to declare that to the best of our knowledge and belief no information, facts or
circumstances, which should be disclosed have been suppressed, which can change the
terms and conditions under which the offer has been made to the public.
Sd/-
(Golam Rahman)
Managing Director
Deshbandhu Polymer Limited
27
05 Md. Mainul Islam 41 5 Years Director 05-07-2009 Next AGM (To be
Lal held in 2011)
d. Family relationship among the Directors and top five officers are as follows:
28
gathered immense knowledge of business and the know how of it over the last 20 years.
Over the process, he has had an immense contribution in Bangladesh's economy in the
genre of import and export of bulk commodities in varies extents and scopes. Mr.
Mostafa was recognized as a Commercially Important Person (CIP) of Bangladesh in
2008.
As one of the early entrants and pioneer in the real estate business in, he owns the Rapa
Plaza in partnership, which is just an inkling to this visionary’s farsightedness, as he
walked into this partnership when Dhaka city was still to know of the ‘now booming’
shopping mall trend. Mr. Mostafa’s superior entrepreneurship has always helped him to
keep his pace and thoughts a step ahead from all others. Thus he was the first
entrepreneur to set up the first Sugar Refinery in Bangladesh, which has now been solely
dedicated in manufacturing and marketing refined sugar since the last 6 years.
Awarded the National Awards for outstanding business activities in the field of Real
Estate and Sugar Industry, Mr. Golam Mostafa is surely one of the most sought after
entrepreneur and industrialist of the current times.
f. CIB report
Neither Deshbandhu Polymer Limited nor any of its directors or shareholders who hold
5% or more shares in the paid-up capital of the issuer is loan defaulter in terms of the CIB
Report of Bangladesh Bank.
29
03 Md. Liakat Ali Khan Company Secretary MSS 14-01-2010 Alltex Industries
Ltd. & DPL
04 Sk. Istehad Ahmed Asst. Manager & MBA 07-04-2010 Mono Feed Mills
Lipu Sales In-charge Ltd. & DPL
05 Mr. Mohiuddin Head of Commercial MSC 01-05-2009 Merchantex Co,
Ahmed BD Ltd. Amena
Group & DPL
06 Mr. Abul Queshem Head of Project BSC Eng. 16-10-2001 Bangladesh
(Mech.) Sugar & Food
Ind. Corp. and
DPL
No Directors or Officer of the company was involved in any of the following types of legal
proceedings in the past ten years:
(a) Any bankruptcy petition filed by or against any company of which any officer or
director of the issuer company filing the prospectus was a director, officer or partner at
the time of the bankruptcy.
(b) Any conviction of director, officer in a criminal proceeding or any criminal proceeding
pending against him.
(c) Any order, judgment or decree of any court of competent jurisdiction against any
director, officer permanently or temporarily enjoining, barring, suspending or otherwise
limiting the involvement of any director or officer in any type of business, securities or
banking activities.
(d) Any order of the Securities and Exchange Commission, or other regulatory authority
or foreign financial regulatory authority, suspending or otherwise limiting the
involvement of any director or officer director in any type of business, securities or
banking activities.
The company does not have any transaction during the last two years, or any proposed
transaction, between the issuer and any of the following persons:
(f) No loan was given to or taken from any person connected with Directors except
Related party transaction as stated in note no. 7 of the audited accounts as under:
30
Intercompany payable
Deshbandhu sugar mills ltd. 31,007,7 5,992,2
16 93
Commodities trading company - 2,540,0
00
Deshbandhu distilleries ltd. 2,200,0 2,200,0
00 00
33,207,71 10,732,29
6 3
Inter company payable represents short term loan from the sister concerns for working
capital purpose which is interest free.
(h) None of the Directors are taking any remuneration, fees for attending Board of
Directors meeting or any other interest or facilities from the company.
a. Remuneration paid to top five salaried officers in the last accounting year
(Amount in
Taka)
Remuneration & Salary
Sl From From
Remark
Name Designation 01.07.09 01.07.08
# s
to to 30.04.09
30.04.2010
01 Md. Shakawat Hossain Factory manager 371,000 350,000 Salary
02 Ml. Rizwana Ferdous Deputy manager 190,800 180,000 Salary
03 Amlan Dhar Sales manager Salary
- 180,000
Chowdhury
04 S.K. Istehad Ahmed Asstt. manager &
19,167 - Salary
Sales In-charge
05 A.S.M. Nasir Uddin Assistant Salary
171,600 16,500
Manager
06 A.B.M. Mahmud Hasan Accounts officer 104,000 64,000 Salary
b. Aggregate amount of remuneration paid to all directors & officers during last
accounting year:
(Amount in Taka)
Remuneration & Salary
From From
Sl.
Name 01.07.09 01.07.08 Remarks
No.
to to 30.04.09
30.04.2010
01 Directors Nil Nil N/A
02 Executives, officers & 10,012,728 8,148,643 Salary &
staffs Allowances
DSML and its top management (i.e. Chairman, Managing Director, Chief Financial Officer
and Company Secretary) look after DPL and they do not charge any remuneration, salary
or board meeting attendance fees from the company for the time being up to June 30,
2010 (As per auditors’ additional disclosure).
c. The Company did not pay any remuneration to any director, who was not an officer of
the Company during the last accounting year.
31
Sd/-
Ashraful Haque Nabi &
Dhaka: 24 August, 2010
Co.
Chartered Accountants
The company did not grant any options to any officers, directors and other employees of
the company or to any other person not involved with the Company.
c) No assets were acquired or are to be acquired from the directors and subscribers to
the memorandum.
We have examined the above calculation of Net Asset Value (NAV) of Deshbandhu
32
Polymer Limited which appears to be correct.
Sd/-
Ashraful Haque Nabi &
Dhaka: August 24, 2010
Co.
Chartered Accountants
33
19 S.M. AMINUR Sharehold A/6, CENTURY ESTATE 25,000 0.10% 07.03.10
RAHMAN er APP. BARA
MOGHBAZAR, DHAKA.
20 MD. MONIR Sharehold 263/1 WEST MANIKDI 100,000 0.42% 07.03.10
HOSSIAN er BAZAR, DHAKA
CANTONMENT, DHAKA.
21 S S ENTERPRISE Sharehold IBRAHIM CHAMBER, 95 150,000 0.63% 07.03.10
er MOTIJHEEL C/A, (2ND
FLOOR) DHAKA-1000.
22 MD. MOHI UDDIN Sharehold 15, GREEN SQUARE 50,000 0.21% 07.03.10
SARKER MANIK er GREEN JOYTON
BUILDING 9/C,
DHANMONDI, DHAKA
23 A.K.M MIZANUR Sharehold HOUSE#55, ROAD #28, 25,000 0.10% 07.03.10
RAHMAN er GULSHAN-1, DHAKA
24 MAHMUD AHSAN Sharehold 6, KDA AVENUE, 100,000 0.42% 07.03.10
er PARIJAT BHABAN,
KHULNA.
25 GIASH UDDIN Sharehold SOUTHEAST BANK LTD. 25,000 0.10% 07.03.10
AHMED er PRINCIPAL BRANCH,
1, DILKUSHA C/A,
DHAKA.
26 ANWARUL HAQUE Sharehold ROOM # 603, (5TH 50,000 0.21% 07.03.10
er FLOOR) 27, DILKUSHA
C/A, DHAKA.
27 MAZHARUL ISLAM Sharehold 122/5, NORTH MUGDA 30,000 0.13% 07.03.10
er PARA, DHAKA-1214.
28 PROF. MD. M. Sharehold NEELANGOAN, 1257, 300,000 1.25% 07.03.10
KAMAL UDDIN er SURSON ROAD,
CHOWDHURY CHITTAGONG.
29 TAPASH RANJAN Sharehold 27/3, MAYAKANAN (1ST 50,000 0.21% 07.03.10
SAHA er FLOOR “A”) DHAKA-
1214.
30 PARTHA RATIM Sharehold 47, FARASHGONJ ROAD, 50,000 0.21% 07.03.10
DAS er SUTRAPUR, DHAKA-
1100.
31 BIJAN KUMAR ROY Sharehold ROOM # 732 (6TH 50,000 0.21% 07.03.10
er FLOOR), 9/E,
MOTIJHEEL, DHAKA-
1000.
32 JADAB LAL Sharehold SNTA SECURITIES LTD. 50,000 0.21% 07.03.10
BHOWMIK er ROOM # 732, 9/E,
MOTIJHEEL, DHAKA
33 SHANTA NAZNIN Sharehold HOUSE # 2/10, ROAD # 50,000 0.21% 07.03.10
HENA er 1, TOLARBAGH.
34 SYED AFTAB Sharehold 10/403, PARIBAG, 50,000 0.21% 07.03.10
HOSSAIN er EASTERN COTTEGE,
DHAKA
35 ALOK KUMAR Sharehold 10/403, PARIBAG, 50,000 0.21% 07.03.10
PODDER er EASTERN COTTEGE,
DHAKA
36 MD. SELIM SARKAR Sharehold 152, MONIPURI PARA, 50,000 0.21% 07.03.10
er FLAT#3-1, TEJGAON,
DHAKA-1216.
37 MD. MESRIN Sharehold HITARTHY 50,000 0.21% 07.03.10
er DEPARTMENTAL
CORNER, 51/1,
MOTIJHEEL DHAKA.
38 MOINUL AHSAN Sharehold TAKAFUL ISLAMI 30,000 0.13% 07.03.10
CHOWDHURY er INSURANCE LTD. HEAD
OFFICE 42, DILKUSHA
C/A, DHAKA-1000.
39 MD. Sharehold 56/1, SIDDHESWARI 100,000 0.42% 07.03.10
MONIRUZZAMAN er LANE, RAMNA, DHAKA
40 SYED JALAL AHMED Sharehold NORTHWEST SECURITY 350,000 1.46% 07.03.10
er LTD. 56, JIBON BIMA
BHABAN (3RD FLOOR)
AGRABAD,
CHITTAGONG.
41 MD. LUTFOR Sharehold FLAT#202, HOUSE#74, 50,000 0.21% 07.03.10
RAHMAN er ROAD#8,BLOCK#F,
BANANI, DHAKA-1213
42 MD. SHAHADAT Sharehold 1000 MALIBAGH 35,000 0.15% 07.03.10
HOSSAIN SIKDER er CHOWDHURYPARA,
DHAKA-1219.
43 MD. IQBAL BAHAR Sharehold FLAT# 7-A, SHELTECH 100,000 0.42% 07.03.10
er MONIHAR, 154/1,
MONIPURIPARA,
TEJGAON, DHAKA.
34
44 ABU KHALED AL- Sharehold G.P. CHA-115/1, NORTH 50,000 0.21% 07.03.10
MAMUN er BADDA, GULSHAN,
DHAKA - 1212.
45 ALOMGIR SHAMSUL Sharehold HOUSE# 18, 50,000 0.21% 07.03.10
ALAMIN er ROAD#116, GULSHAN,
DHAKA-1212.
46 ARAFIN SHAMSUL Sharehold HOUSE# 18, 50,000 0.21% 07.03.10
ALAMIN er ROAD#116, GULSHAN,
DHAKA-1212.
47 K. MUSTAQUE Sharehold PARAMOUNT HEIGHTS 50,000 0.21% 07.03.10
AHMED er (12TH FLOOR), 65/2/1,
BOX CULBERT ROAD,
PURANA PALTAN,
DHAKA.
48 SHARIF MD. Sharehold APPT.# 7B, HOUSE #1, 100,000 0.42% 07.03.10
ASHRAFUL MATIN er ROAD#5, BLOCK#D,
NIKETON, GULSHAN-1,
DHAKA.
49 MAHMUDUL HASAN Sharehold 3/3, BLOCK #C, 62,000 0.26% 07.03.10
er LALMATIA, DHAKA-
1207.
50 NRIPENDRA Sharehold 3, ABHOY DAS LANE, 25,000 0.10% 07.03.10
CHANDRA PANDIT er TIKATOLY, DHAKA.
51 MD. ALAUDDIN Sharehold 100, NAYAPOLTAN, 25,000 0.10% 07.03.10
GOLONDAZ er DHAKA-1000.
52 MAHBUB ARA Sharehold ANCHOR TULIP-C-1, 25,000 0.10% 07.03.10
FERDOUS er 342, SENPARA,
PARBATA, MIRPUR-10,
DHAKA-1216.
53 DEBU KUMAR KAR Sharehold 25/A, DILKUSHA, C/A, 25,000 0.10% 07.03.10
er DHAKA-1000.
54 MD. MAHBUB Sharehold PLFS, 65/2/1, 35,000 0.15% 07.03.10
MUSA er PARAMOUNT HEIGHTS
(12TH FLOOR) BOX
CULBERT ROAD,
PURANA PALTAN,
DHAKA.
55 MD. MOSHIUR Sharehold 164, SENPARA, 500 0.00% 07.03.10
RAHMAN er PARBATA, MIRPUR-10,
DHAKA-1216.
56 SHEIKH MONIRUL Sharehold 261/2-A, MANIKDI, 100,000 0.42% 07.03.10
ISLAM er DHAKA CANTONMENT.
DHAKA.
57 MR. MOHAMMAD Sharehold EASTERN COTTEGE, 100,000 0.42% 07.03.10
MUNIR AHMED er FLAT # 403, 10
PARIBAG, DHAKA –
1000.
58 MIZANUR RAHMAN Sharehold 28, DILKUSHA SUITE# 50,000 0.21% 07.03.10
er 1402, C/A, DHAKA-
1000.
59 MD. HAREJ MIAN Sharehold 1373/1, BLOCK#B, 20,000 0.08% 07.03.10
er DANIA, JATRABAIR,
DHAKA.
60 MD. HELAL UDDIN Sharehold 120/1, NEW ESKATON, 30,000 0.13% 07.03.10
SIKDER er FLAT#B-2, DHAKA.
61 BIJON Sharehold NORTHWEST 200,000 0.83% 07.03.10
CHAKRABARTY er SECURITIES LTD., JIBON
BIMA BHABAN, (3RD
FLOOR) 56, AGRABAD,
CHITTAGONG.
62 MD. AMINUL ISLAM Sharehold 1165/1, EAST JAUROIN, 10,000 0.04% 07.03.10
er DHAKA.
63 TAREQ HASAN Sharehold ROOM-6, BAR COUNCIL 50,000 0.21% 07.03.10
JEWEL er BHABAN, COURT HILL,
CHITTAGONG.
64 SYED JAMAL Sharehold 56, AGRABAD, 50,000 0.21% 07.03.10
AHMED er NORTHWEST,
SECURITIES LTD. (3RD
FLR), CHITTAGONG.
65 GIR AGROBASE Sharehold 367, ELEPHANT ROAD, 500 0.00% 07.03.10
CORPORATION er 2/C, 1ST FLR, DHAKA.
66 MAJOR MD. RABIUL Sharehold FLAT#2B, 25,000 0.10% 07.03.10
ALAM (RTD.) er HOUSE#73/C, CENTRAL
ROAD, DHANMONDI,
DHAKA
67 MD. SHAHIN Sharehold HOUSE#24, ROAD#5, 25,000 0.10% 07.03.10
HOSSAIN er APP. 2A, MOHAMMADIA
HOUSING SOCIETY,
MOHAMMADPUR,
35
DHAKA.
36
92 A. K. M Shamsur Sharehold Sajan Tower-1, Flat - 1 0.04% 30.06.10
Rahman er 11/C, 4, 0,000
Shegunbagicha, Dhaka-
1000
93 A.B.M. Usman Sharehold House- 64, Road- 21, 1 0.04% 30.06.10
Ghani er Rupnagar, R/A, Pallabi, 0,000
Dhaka
94 A.K.M Shahadat Sharehold House- 110, Road- 10/2, 20 0.08% 30.06.10
Hossain er Block -D, Niketon ,000
Gulshan-1, Dhaka
95 Abdul Hamid Sharehold Reckit Benckiser (bd) 15 0.63% 30.06.10
er Ltd, Plt -2/B, Road- 138, 0,000
Gulshan-1, Dhaka-1212
96 Abdul Jabbar Khan Sharehold Professor Dept. of Civil 1 0.04% 30.06.10
er Engg. BUET Dhaka- 0,000
1000
97 Abu Taher Sharehold 17/C/A, Modhubagh 1 0.04% 30.06.10
Mohamad Ajad er Moghbazar Dhaka 0,000
98 Afsana Kishwar Sharehold House-1, Road- 20/D, 1 0.04% 30.06.10
er Sect- 4, Uttara, Dhaka 0,000
99 Ajoy Kumar Sarkar Sharehold 24/B, Wary Street (5tj 30 0.13% 30.06.10
er Flr) Wary, Sutrapur, ,000
Dhaka-1203
10 Akhter Sultana Sharehold House- 412, Lane- 7, 25 0.10% 30.06.10
0 er Baridhara, DOHS, ,000
Dhaka
10 Ali Firog Iqubal Sharehold 11/2A, Kabi Jashim 1 0.04% 30.06.10
1 er Uddin Road, Kamlapur, 0,000
Dhaka-1217
10 Aliza Akter Sharehold F#2/703, Eastern 25 0.10% 30.06.10
2 er Rainboo Tower, 41/2-3 ,000
Box Culvert Road.
Purana Paltan,Dhaka-
1000
10 Armanul Azim Sharehold House- 1, Road- 20/D, 1 0.04% 30.06.10
3 er Sect -4, Uttara, Dhaka- 0,000
1230
10 ASM Rowshanul Sharehold Flat- C3 House 12 0.52% 30.06.10
4 Haque er -5/1,Road- 01 Shaymoli, 5,000
Dhaka-1207
10 Ataullah Ripon Sharehold Maloncha, Flat -502, 30 0.13% 30.06.10
5 er House- 69, Avenue -5, ,000
Block -C, Sect -6, Mirpur
Dhaka-1216
10 Atique Ul Azam Sharehold Road - 3, House- 43, (3rd 10 0.42% 30.06.10
6 Khan er Floor) Hillview R/A, East 0,000
Nasirabad Ctg.
10 Aysha Siddika Sharehold 1001/7/D East 0.02% 30.06.10
7 er Sjawrapara, Mirpur 5,000
Dhaka
10 Bangladesh Mutual Sharehold Shareef Mansion (7th 17 0.71% 30.06.10
8 Securities Limited er Floor) 56-57, Motijheel, 0,000
Dhaka
10 Barun Kumar Sharehold 28/F segunbagicha (4th 0.03% 30.06.10
9 Shaha er Floor) Dhaka 7,000
11 Bijon Chakraborty Sharehold North West. Swcurityies 10 0.42% 30.06.10
0 er Ltd. 56, Agrabad, Jiban 0,000
Bima Bhaban, (3rd Floor)
Ctg.
11 Brig. Gen. Md. Sharehold House- 407/9, Road-7, 25 0.10% 30.06.10
1 Ismail Hossain er (West DOHS) Baridhara, ,000
(Retd) Dhaka.
11
2
11 Capt. M. Moazzam Sharehold House- 275, Lane - 4, 200 0.83% 30.06.10
3 Hossain er Baridhara, DOHS, ,000
Dhaka.
11 Dr. Abdul Muktadir Sharehold Professor Dept. of Civil 50 0.21% 30.06.10
4 er Engg. BUET Dhaka- ,000
1000
11 Dr. Ekramul Haque Sharehold Professor Dept. of Civil 50 0.21% 30.06.10
5 er Engg. BUET Dhaka- ,000
1000
11 Dr. Md. Delowar Sharehold Professor Dept. of Civil 20 0.08% 30.06.10
6 Hossain er Engg. BUET Dhaka- ,000
1000
11 Dr. Md. Mizanur Sharehold Professor Dept. of Civil 20 0.08% 30.06.10
7 Rahman er Engg. BUET Dhaka- ,000
1000
37
11 Dr. Moazzem Sharehold Dept. of Civil Engr. 0.03% 30.06.10
8 Hossain er BUET Dhaka-1000 6,000
11 Ehsanul Azim Sharehold House- 1, Road- 20/D, 1 0.04% 30.06.10
9 er Sect- 4, Uttara Dhaka- 0,000
1230
12 Enamul Haque Sharehold Repon Traders 8/14, 0.01% 30.06.10
0 er Mannan shopping 2,500
Center Reazuddin Bazar
Ctg.
12 Farid Uddin Sharehold Radiant, 173/2, 25 0.10% 30.06.10
1 Mahmud er Fakirapool, (1st Floor) ,000
Dhaka-1000
12 Faruk Ahmed Sharehold House- 26, Road- 34, 25 0.10% 30.06.10
2 er Gulshan-1, Dhaka-1212 ,000
12 Ferdous Rashed Sharehold House- 59, Road- 27, 25 0.10% 30.06.10
3 Rumon er Banani, Dhaka. ,000
12 Feroz Ahmed Sharehold C/O Creative Paper Mills 10 0.42% 30.06.10
4 er Ltd., Aminpur, 2nd flr, 0,000
31, Bir Uttam Shahid,
Asfaqus Samad Sharak
(Prevs: 62-63),
Motijheel, Dhaka.
12 Foster Security Ltd Sharehold 333/1, Segunbagicha 20 0.08% 30.06.10
5 er Dhaka. ,000
12 H. Al Asad Sharehold Flat -211, Elysiun 1 0.04% 30.06.10
6 er Bhaban, 11 Hatkhola 0,000
Road, Dhaka
12 Hafizur Rahman Sharehold Flat -B4, Rangs Hafiz 20 0.08% 30.06.10
7 Liton DOB er Tower, 6566 ,000
Shiddeshwary Dhaka
12 Hossain Toufique Sharehold House- 13, Road- 55, 25 0.10% 30.06.10
8 Imam er Gulshan Dhaka-1212. ,000
12 Jahirul Islam Sharehold Alam Stationery, 131, 0.02% 30.06.10
9 er New Baily Road, 5,000
Ramna Dhaka
13 Jainul Abedin Sharehold 52 New super market, 20 0.08% 30.06.10
0 er Baitul Mokrram Dhaka ,000
13 Jannatul Ferdoush Sharehold C/O, Md. Tipu Sultan 1 0.05% 30.06.10
1 er Chowdhury, CDA 1,000
Building Ctg.q
13 Kazi Shorif Sharehold Dragon Securities 4,000 0.02% 30.06.10
2 Kaikobad er
13 Khabirul Haque Sharehold 5/F, Buet Quarter, 25 0.10% 30.06.10
3 Chowdhury er Bakshi Bazar, Dhaka- ,000
1000
13 Lailun Nahar Ekram Sharehold House- 14, Road- 140 10 0.42% 30.06.10
4 er Gulshan-1, Dhaka 0,000
13 M. Shefaque Sharehold House- 20,Appt.- B4, 500 2.08% 30.06.10
5 Ahmed er Road- 66, Gulshan-2 ,000
Dhaka-1212
13 M.M Rahman Sharehold 283(5B) Senpara 10 0.42% 30.06.10
6 er Parbata, Mirpur 10 0,000
Dhaka-1216
13 Major Alimul Karim Sharehold SSF Prim-minister office 0.02% 30.06.10
7 Chowdhury er Tejgaon, Dhaka-1215. 5,000
13 Major Md. Nazmul Sharehold HQ Artdoc, Mymenshing 1 0.04% 30.06.10
8 Haque er Cantonment, 0,000
Mymentshingh,
13 Major Mohammad Sharehold Appt. -2B, House- 73/C, 50 0.21% 30.06.10
9 Rabiul Alam er Central essence, ,000
Central Road,
Dhanmondi, Dhaka-
1205
14 Md. Abdul Aziz Sharehold House- 7A2 Al-baraka 50 0.21% 30.06.10
0 Khan er Tower, 252 Elephant ,000
Road, Dhaka-1205
14 Md. Abdul Mannan Sharehold Flat -B1, House- 7/12, 20 0.08% 30.06.10
1 er Block - B, Dhanmondi, ,000
Dhaka.
14 Md. Abdus Sharehold 35 West Baishteki, 25 0.10% 30.06.10
2 Sobahan Miah er Mirpur-13, Dhaka-1216 ,000
14 Md. Abu Sadeque Sharehold House- 6/D, Road-7/B, 35 0.15% 30.06.10
3 er Sec- 9, Uttara, Dhaka ,000
14 Md. Afzal Hossain Sharehold 90 Boro Moghbazar 1 0.06% 30.06.10
4 khan er Green Point, (2nd Floor) 5,000
South Dhaka
14 Md. Anisur Rahman Sharehold Reckitt Benckiser BD 1 0.04% 30.06.10
5 er Ltd. 58/59, Nasirabad, 0,000
Chittg.
38
14 Md. Asadul Islam Sharehold Lan - 25, House- 345, 25 0.10% 30.06.10
6 er New DOHS Mohakhali ,000
Dhaka
14 Md. Asaduzzaman Sharehold Pancham Telecom, 458, 1 0.04% 30.06.10
7 er singapor Bangkok 0,000
Market, Agrabad Ctg.
14 Md. Chand Miah Sharehold 52/4-A, Shahsaheb Lane 1 0.04% 30.06.10
8 er Narinda, Sutrapur, 0,000
Dhaka-1000
14 Md. Emdad Ullah Sharehold Alico Emdad Agency, 1 0.04% 30.06.10
9 er 815, CDA Avenue 0,000
Dampara Ctg.
15 Md. Faruque Alam Sharehold 34/3, Kalachandpur, 1 0.04% 30.06.10
0 er Gulshan, Dhaka 0,000
15 Md. Fazlul Hoque Sharehold House- 3, Road- 3, 20 0.08% 30.06.10
1 er Block -G, Halishahar, ,000
Ctg.
15 Md. Fazlur Rahman Sharehold 6, North Road 25 0.10% 30.06.10
2 er dhanmondi, Dhaka ,000
15 Md. Furidul Alam Sharehold 210/2 Elephant Road, 1 0.06% 30.06.10
3 er New Market, Dhaka- 5,000
1205
15 Md. Hossain Shah Sharehold Flat -5B, House-66, 1 0.04% 30.06.10
4 Jawel er Road-13, Sect -13, 0,000
Uttara Dhaka.
15 Md. Humayun Sharehold F# 3A, H# 2/1, A/2 1 0.04% 30.06.10
5 Kabir er Tolarbagh, Mirpur-1 0,000
Dhaka-1216
15 Md. Ibne Batuta Sharehold House- 108, Road - 8, 20 0.08% 30.06.10
6 er Block - C, Apt -B2, ,000
Banani, Dhaka.
15 Md. Iftakharul Alam Sharehold Comtrade SR-139, BCS 10 0.42% 30.06.10
7 Bhuiyan er computer City IDB 0,000
Bhaban Agargaon,
Dhaka-1207
15 Md. Mezbahul Alam Sharehold 13, Dhaka Housing 13 0.54% 30.06.10
8 er Corp. North Adabor, 0,000
Shyamoly, Dhaka.
15 Md. Mofassel Sharehold House- 62, Road- 15, 1 0.04% 30.06.10
9 Haque er Block -C, Banani, 0,000
Dhaka-1213
16 Md. Nazrul Islam Sharehold MS T elecom, 1, 1 0.05% 30.06.10
0 Mazumder er Kamalapur Bazar Road, 3,000
Motijheel,Dhaka
16 Md. Rafiqul Islam Sharehold Noakhali Tower (9th 1 0.04% 30.06.10
1 er Floor) Purana Paltan 0,000
Dhaka-1000
16 Md. Rakibul Alam Sharehold Pen trade Limited 30, 0.03% 30.06.10
2 er Bangabandhu avenue 7,000
Dhaka-1000.
16 Md. Rakibul Islam Sharehold State Bank of India, 80 0.33% 30.06.10
3 er 1080 SK Mojib Road, ,000
CSE Building Agrabad
Ctg.
16 Md. Reazul Hasan Sharehold 3/1, Purbo Bashabo, 25 0.10% 30.06.10
4 er Kadomtola, Shobujbagh ,000
Dhaka
16 Md. sahariar Khan Sharehold 376/1, Gulbagh 0.02% 30.06.10
5 er Malibagh Dhaka-1217 5,000
16 Md. Shahidur Sharehold SSF Prime-Minister 1 0.04% 30.06.10
6 Rahman er Office Tejgaon, Dhaka 0,000
16 Md. Shahjahan Ali Sharehold Directorate General of 0.02% 30.06.10
7 er Health Services. M&PDC 5,000
Unite
16 Md. Shakhawat Sharehold Office of the Deputy 1 0.04% 30.06.10
8 Hossain Choudhury er Commissioner of Taxes, 0,000
Company Circle - 8,
Taxes zone -3, Dhaka-
1000
16 Md. Tajul Islam Sharehold Momruj Kandi, Matlab, 25 0.10% 30.06.10
9 er Chandpur ,000
17 Md. Zahirul Islam Sharehold 374/E, Free School 1 0.06% 30.06.10
0 er Street Hatirpul Dhaka- 5,000
1205.
17 Md. Zaker Hossain Sharehold Vill-Kashirpur, P.O 0.02% 30.06.10
1 er Meheshgonj, P.S. 5,000
Sonaimuri, Noakhali
39
17 Mercantile Sharehold Paramounts Heights, 15 0.63% 30.06.10
2 Securities Ltd. er (13th Floor) 65/2/1 Box 0,000
Culvert Road, Purana
Paltan, Dhaka-1000
17 Milon H. Rahman Sharehold May fair, House- 1/A, 25 0.10% 30.06.10
3 er Road- 123, Gulshan-1, ,000
Dhaka-1212
17 Mohammad Abdul Sharehold House- 25, Road- 35, 0.02% 30.06.10
4 Alim Khan er Appt - C1, Gulshan-2, 5,000
Dhaka-1212
17 Mohammad Arshad Sharehold Flat -5C, House- 56, 50 0.21% 30.06.10
5 er Road -7/A, Dhanmondi ,000
Dhaka
17 Mohammad Deen Sharehold Sadar Road, Zinjira, 1 0.04% 30.06.10
6 Islam er Keranigonj, Dhaka-1310 0,000
17 Mohammad Hafizur Sharehold ERP Implementation, 0.04% 30.06.10
7 Rahman er Olympic Industry Ltd. 8,400
Amin Court (6th Floor)
62 Motijheel, C/A,
Dhaka-1000
17 Mohammad Nazim Sharehold United Group, House- 10 0.44% 30.06.10
8 Uddin Khan er 10, Road - 5, Gulshan, 5,000
Dhaka
17 Mohammad Rafiq Sharehold 5, Molavi Bazar Haji 1 0.04% 30.06.10
9 er Store, Gulbadhon Super 0,000
Market, Dhaka-1100.
18 Mohammad Rasel Sharehold Road- 20, (3rd Floor) 1 0.04% 30.06.10
0 er Noorjahan Road, 0,000
Mohammadpur Dhaka-
1207
18 Mohammad Sharehold 41-14-A (2nd Floor) 25 0.10% 30.06.10
1 Showkat Ali er Zigatola, Dhaka-1209 ,000
18 Mohammd Sharehold Director SSF, Prim- 20 0.08% 30.06.10
2 Maksudur Rahman er minister Office, ,000
Tejgaon, Dhaka
18 Monira Sultana Sharehold 507, Haji khorshed ali 10 0.42% 30.06.10
3 Metera er Sarder Road, Jurain 0,000
Dhaka
18 Mr. A K M Anwarul Sharehold House- 204, Lane - 09, 25 0.10% 30.06.10
4 Haque er New DOHS Mohakhali, ,000
Dhaka-1212
18 Mrs. Monowar Sharehold B7/E3, Officers Quarter 25 0.10% 30.06.10
5 Sultana er AGB colony Ideal Zone ,000
Motijheel, Dhaka-1000
18 Nafisa Noor-E- Sharehold 73, Bangshal Road, 50 0.21% 30.06.10
6 Saba Chowdhury er Firingibazar, Ctg. ,000
18 Nusrat Jahan Sharehold House- 35, Road- 24, 0.02% 30.06.10
7 Chowdhury er Eastern Chitra Flt - 402, 5,000
Gulshan-2
18 Pinku Das Sharehold 1104 CDA Avenue Road 10 0.42% 30.06.10
8 er -2, Nasirabad, Ctg. 0,000
18 Pradip Kumar Das Sharehold 1104, East Nasirabad, 2 10 0.42% 30.06.10
9 er No gait, CDA Avenue 0,000
19 Razib Kumar Shaha Sharehold 8, 0.03% 30.06.10
0 er 000
19 Rifah Corporation Sharehold House -36, Road -1, 30 0.13% 30.06.10
1 er Block -A, Banasree, ,000
Rampura, Dhaka
19 S.M. Anisuzzaman Sharehold Flat- A4, Green Heaven, 25 0.10% 30.06.10
2 er 3/4/B, Purana Paltan, ,000
Dhaka
19 Saiful Amin Khokon Sharehold 11/A, Central Road 30 0.13% 30.06.10
3 er Dhanmondi, Dhaka- ,000
1205
19 Saiful Haroon Sharehold Uttara Bank Ltd. 42 0.01% 30.06.10
4 er Dilkusha, Dhaka-1000 2,000
19 Saleh Ahmed Sharehold House- 35, Road-12A, 1 0.04% 30.06.10
5 er Flat- F3, Dhanmondi, 0,000
Dhaka-1205
19 Salina Akhter Sharehold House- 12, Road- 10, 695 2.90% 30.06.10
6 er Baridhara, Gulshan, ,640
Dhaka.
19 Sayed Jalal Ahmed Sharehold North West Securities 10 0.42% 30.06.10
7 er Ltd.56,Jibon Bima 0,000
bhaban Agrabad, Chtg.
19 Selina Yesmin Sharehold 44, Azimpur Dairah 1 0.04% 30.06.10
8 er Sharif Dhaka-1205 0,000
19 Shan Shah Ali Sharehold 124 Lakshan Khola, 0.01% 30.06.10
9 Faysal er Nabigonj, Bandor 2,000
40
Narayangonj
(*As per Return of Allotment certified by Register of Joint Stock Companies and Firms
(RJSC) as on 28/06/2009, 05/07/2009, 07/03/2010 and 30/06/2010)
b. Securities of the Company owned by the Directors, top ten salaried officers
and all other officer as group
None of the top ten salaried officers and all other officers as a group own any share of
the company.
41
(16) DETERMINATION OF OFFERING PRICE
The offer price for the issue is determined on the basis of the Net Asset Value (NAV)
method. The auditors’ certificate regarding Tangible assets per share is as under:
We have examined the above calculation of Net Asset Value (NAV) of Deshbandhu
Polymer Limited which appears to be correct.
Sd/-
Ashraful Haque Nabi &
Dhaka: August 24, 2010
Co.
Chartered Accountants
Net asset value per share against Tk. 10.00 each is Tk. 13.63 which is higher than the
face value, but the Company is offering its shares at Tk. 10.00 each (at par).
The issuer shall apply to Dhaka Stock Exchange Limited (DSE) 9/F, Motijheel C/A,
Dhaka-1000 and Chittagong Stock Exchange Limited (CSE) CSE Building, 1080
Sheikh Mujib Road, Chittagong within 7 (seven) working days from the date of consent
accorded by the Commission to issue prospectus.
The share capital of the Company is divided into ordinary shares carrying equal rights to
vote and receive dividend in terms of the relevant provisions of the Companies Act, 1994
and the Articles of Association of the Company. Shareholders shall have the usual voting
right in person or by proxy in connection with, among others, selection of Directors &
Auditors and other usual agenda of General Meeting, Ordinary or Extra Ordinary. On a
show of hand every shareholder present and every duly authorized representative of a
shareholder present at a General Meeting shall have one vote and on a poll every
shareholder present in person or by proxy shall have one vote for every share
held by him/her.
In case of any additional issue of shares for raising further capital the existing share
holders shall be entitled to Right Issue of shares of in terms of the guide lines issued by
42
the SEC from time to time.
Subject to the provisions of the Companies Act, 1994, Articles of Association of the
Company and other relevant Rules in force, the Shares, if any, of the Company are freely
transferable, the Company shall not change any fee for registering transfer of shares. No
transfer shall be made to firms, minors or persons of unsound mental health.
Dividend Policy
a) The profit of the company, subject to any special right relating thereto created or
authorized to be created by the Memorandum of Association subject to the
provision of the Articles of Association, will be divisible among the members in
proportion to the capital paid up on the Shares held by them respectively.
b) No larger dividend will be declared than is recommended by the Directors, but the
Company in its General Meeting may declare a smaller dividend. The declaration
of Directors as to the amount of net Profit of the Company shall be conclusive.
c) No dividend will be payable except out of profits of the Company or any
other undistributed profits. Dividend shall not carry interest as against the
Company.
d) The Directors may, from time to time, pay the members such interim dividend as
in their judgment the financial position of the Company may justify.
e) A transfer of Shares will not pass the right to any dividend declared
thereon before the registration of transfer.
f) There is no limitation on the payment of dividend.
In terms of the provisions of the Company’s Act, 1994, Articles of Associations of the
Company and other relevant rules in force, the shares of the company are transferable.
The company shall not charge any fee, other than Govt duties for registering transfer of
shares. No transfer shall be made to a minor or person of unsound mind.
The shareholders will have the right to receive all periodical reports and statements,
audited as well as un-audited, published by the company from time to time. The
Directors will present the financial statements as required under the Law and
International Accounting standards. Financial Statements will be prepared in
accordance with Bangladesh Accounting Standards, consistently applied throughout
the subsequent periods and present with the objective of providing maximum disclosure
as per law and Bangladesh Accounting Standard to the shareholders regarding the
Financial and operational position of the Company.
In case of any declaration of stock dividend by issue of bonus shares, all shareholders
will be entitled to it in proportion to their shareholdings on the date of book closure for
the purpose.
The shareholders holding not less than 10% of the issued/fully paid up capital of the
company will have the right to requisition Extra-Ordinary General Meeting of the
Company as provided under Section 84 of the Companies Act, 1994.
43
The Company has not issued or is planning to issue any debt security within six months.
LOCK IN PROVISION
All issued shares of the issuer at the time of according consent to public
offering shall be subject to a lock - in period of 03 (three) years from the date
of issuance of prospectus or commercial operation, whichever comes later.
Provided that the persons, other than Directors and those who hold 5% or more, who
have subscribed to the shares of the Company within immediately preceding two
years of according consent, shall be subject to a lock – in period of one year from
the date of issuance of prospectus or commercial operation, whichever comes later.
(Lock-in position is stated in the caption ownership of the company’s securities)
As per SEC Notification Dated February 9, 2010, the issuer shall refund application
money to the unsuccessful applicant of the public offer by any of the following manner
based on the option given by the applicant in the application form;-
(a) Through banking channel for onward deposit of the refund money into the applicant’s
bank account as provided in the respective application form for subscription; or
(b) Through issuance of refund warrant in the name and address of the applicant as
provided in the respective application form for subscription:
Provided that, in case of deposit into the applicant’s bank account, the applicant will bear
the applicable service charge, if any, of the applicant’s banker, and the issuer shall
simultaneously issue a letter of intimation to the applicant containing, among others, the
date and amount remitted with details of the bank through and to which bank such
remittance has been effected.”
44
AVAILABILITY OF SECURITIES
1. IPO will be for 16,000,000 shares @ TK. 10.00 each (at par) totalling Tk. 160,000,000/-
as per the Securities and Exchange Commission (Public Issue) Rules, 2006, 10% of total
public offering shall be reserved for non-resident Bangladeshi (NRB) and 10% for mutual
funds and collective investment schemes registered with the commission and remaining
80% shall be open for subscription by the general public. The position is thus as follows:
UNDERWRITING
The Initial Public Offering (IPO) is for 16,000,000 shares @ Tk. 10.00 each (at par)
amounting Tk. 160,000,000/- of Deshbandhu Polymer Limited. As per guidelines of
Securities & Exchange Commission, 50% of the IPO amount i.e. 8,000,000 shares @ Tk.
10.00 each (at par) amounting Tk. 80,000,000/- has been underwritten by the following
underwriters:
45
2 Prime Finance & Investment Limited 2,000,000 20,000,000
63 Dilkusha C/A, Dhaka-1000
3 Green Delta Insurance Company Limited 2,000,000 20,000,000
Hadi Mansion (4th floor), 2, Dilkusha C/A, Dhaka-
1000
4 EC Securities Limited Nafi Tower (6th floor) Gulshan 2,000,000 20,000,000
Avenue, Dhaka-1212.
Total 8,000,000 80,000,000
1) If and to the extent that the shares offered to the public through a prospectus
authorized hereunder shall not have been subscribed and paid for in cash in full by the
closing date, the Company shall within 10 (ten) days of the closure of subscription call
upon the underwriters in writing to subscribe the shares not so subscribed and ask the
underwriters to pay for them in cash in full within 15 (fifteen) days of the date of the said
notice and the said amount shall have to be credited into shares subscription account
within the said period.
2) If payment is made by Cheque /Bank Draft by the underwriter it will be deemed that
the underwriter has not fulfilled his obligation towards his underwriting commitment
under his Agreement, until such time as the Cheque / Bank Draft has been encashed and
the Company’s account credited.
3) In any case within 7 (seven) days after the expiry of the aforesaid 15(fifteen) days, the
Company shall send proof of subscription and deposit of share money by the
underwriters to the Commission.
4) In case of failure by any underwriters to pay for the shares within the stipulated time,
the Company/Issuer will be under no obligation to pay any underwriting commission
under this agreement.
5) In case of failure by the Company to call upon the underwrites for the aforementioned
purpose within the stipulated time, the Company and its directors shall individually and
collectively be held responsible for the consequence and/or penalties as determined by
the Securities and Exchange Commission under the law.
46
system and any further issuance of shares (including` rights/bonus) will also
be issued in dematerialized form only.
Allotment
The company reserves the right of accepting any application, either in whole, or in part,
successful applicants will be notified by the dispatch on an allotment letter by registered
post/courier. Letter of allotment and refund warrants will be issued within 5(five) weeks
from the closing of the subscription. After allotment the company will have to transfer
the shares to the allotees’ Beneficiary Owners (BO) account, which has been mentioned
in the application form.
The company shall issue share allotment letter to all successful applicants, within 5(five)
weeks, from the date of the subscription closing date. At the same time, the unsuccessful
application shall be refunded with the application money within 5 (fi ve) weeks from the
closing of the subscription date, by Account Payee Cheque, without interest payable at
Dhaka/Chittagong/Khulna/Rajshahi/ Barisal/Sylhet as the case may be.
Where allotment is made, in whole or in part in respect of joint application, the allotment
letter will be dispatched to the person whose name appears first in the application form
notwithstanding that the shares have been allotted to the joint applicants. Where joint
applicant is accepted in part, the balance of any amount paid on application will be
refunded without interest to the person named first in the application form.
02. Joint Application form for more than two persons will not be accepted. In the
case of a joint Application each party must sign the Application form.
04 An applicant cannot submit more than two applications, one in his own
name and another jointly with another person. In case an applicant makes
more than two applications, all the application will be treated as invalid and
will not be considered for allotment purpose. In addition whole or part of
application money may be forfeited by the Commission.
06. Payment for subscription by investors other than Non-Resident Bangladeshi may be
47
made to the said branches/office of the Banks mentioned below in Cash/Cheque/Pay
Order/Bank Draft. The Cheque or Pay Order or Bank Draft shall be made payable to the
Bank to which it is sent and be marked Deshbandhu Polymer Limited and shall bear
the crossing “Account Payee only” and must be drawn on a Bank in the same town
of the Bank to which application form is deposited.
07. All completed application forms, together with remittance for the full amount
payable on application, will be lodged by investors other than Non-Resident
Bangladeshis with any of the branches of the Bankers to the Issue.
08. A Non-Resident Bangladeshi (NRB) will apply for the IPO either directly by
enclosing a foreign demand draft drawn on a Bank payable at Dhaka, or through a
nominee (including a bank or a company) by paying out of foreign currency deposit
account maintained in Bangladesh, for the value of Securities applied for. The value of
Securities applied for may be paid in Taka, US Dollar or UK Pound Sterling at the rate of
exchange mentioned in the Share Application Form. Refund against over subscription of
Shares will be made in the currency in which the value of Shares applied for was paid by
the applicant. Share Application Form against the quota for NRB will be sent by the
applicant directly along with a draft or cheque to the Company at its Registered
Office. Copies of Application Form and Prospectus shall be available with Bangladesh
Embassy/High Commission in USA, UK, Saudi Arabia, UAE, Qatar, Kuwait, Oman,
Bahrain, Malaysia and South Korea and on the website of the SEC, Issuer Company, Issue
Managers, DSE and CSE.
09. The IPO subscription money collected from investors (other than Non-Resident
Bangladeshis) by the Bankers to the Issue will be remitted to the Company’s
STD A/C No 13100002083 with Southeast Bank Limited, Principal Branch, Dhaka
11. In the case of over subscription of securities to the NRB applicants, refund
shall be made by company out of the “ FC Account for IPO NRB Subscription.”
Active Fine Chemicals Ltd. has already opened the aforesaid FC Account &
Current Account and shall close these accounts after refund of over
subscription, if any.
48
In case of non-refund of the subscription money within the aforesaid fifteen days, the
company directors, in addition to the issuer company, shall be collectively and severally
liable for refund of the subscription money, with interest at the rate of 2% (two percent)
per month above the Company rate, to the subscribers concerned.
The issue manager, in addition to the issuer company, shall ensure due compliance of
the above mentioned conditions and shall submit compliance report thereon to the
Commission within seven days of expiry of the aforesaid fifteen days time period allowed
for refund of the subscription money.
MATERIAL CONTRACTS
1. Issue Management Agreement between the Company and Union Capital Limited.
2. Underwriting Agreement between the Company and the Underwriters.
3. Agreement between the company and the Central Depository Bangladesh Limited
(CDBL).
Copies of the aforementioned contracts and documents and a copy of Memorandum and
Articles of Association of the Company and the Consent Order from the Securities and
Exchange Commission may be inspected on any working day during office hours at the
Company’s Registered Office.
CORPORATE DIRECTORY
Miscellaneous Information:
49
Banker Southeast Bank Limited
Principal Branch, Dhaka.
Compliance Officer Md. Liakat Ali Khan
Company Secretary
All investors are hereby informed by the Company that the Consultant would be
designated as compliance officer who will monitor the compliance of the Acts, and rules,
regulations, notification, guidelines, conditions, orders/directions etc. issued by the
Commission and/or stock exchange(s) applicable to the conduct of the business activities
of the Company so as to promote the interest of the investors in the security issued by
the Company, and for redressal of investors’ grievances.
Scope
We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An
audit includes examining on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
Opinion
In our opinion, the financial statement prepared in accordance with Bangladesh Financial
Reporting Standards (BFRS), and Bangladesh Accounting Standards (BAS), give a true
and fair view of the state of the company’s affairs as of 30 April, 2010 and of the results
of its operations and its cash flow for the year then ended and comply with the
50
Companies Act 1994, the Securities and Exchange Rules 1987 and other applicable laws
and regulations.
a) we have obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit and made due
verification thereof;
b) in our opinion, proper books of account as required by law have been kept by the
company so far as it appeared from our examination of those books; and
c) the company’s balance sheet and profit and loss account along with the annexed
notes 1 to 29 dealt with by the report are in agreement with the books of account.
d) the expenditure incurred was for the purposes of the company's business.
Sd/-
Dhaka, August 24, 2010 Ashraful Haque Nabi & Co.
Chartered Accountants.
51
79 00
118,873,6 117,485,4
Stock & spare parts in transit 18 72 25
4,371,1 3,526,4
Advance income tax 19 95 94
235,149,0 146,044,9
13 52
355,909,0 273,827,51
Total assets 73 5
52
Deshbandhu Polymer Limited
Revised Profit & Loss Account
for the period 01 July 2009 to 30 April 2010
30 April 30 April
Notes 2010 2009
Taka Taka
244,688,3 178,372,0
Revenue 21 37 95
204,292,0 135,648,0
Cost of sales 22 91 92
40,396,2 42,724,0
Gross profit/loss 46 03
Administrative and selling (2,692,47 (11,642,9
expenses 24 7) 29)
37,703,7 31,081,0
Operating profit 69 74
2,971,3 3,709,5
Other income 23 18 82
40,675,0 34,790,6
87 56
(8,858,36 (10,753,8
Financing cost 25 6) 27)
Net profit/(Loss) before income 31,816,7 24,036,8
tax 21 29
Income tax
expenses
** The Company has changed the face value of share from Tk. 100 to Tk. 10 on August
05, 2009. Earning per share for the period from 1 st July, 2009 to 30 April 2010 is
annualized for smooth comparison.
53
Deshbandhu Polymer Limited
Revised Cash Flow statement
for the period 01 July 2009 to 30 April 2010
30 April 30 April
2010 2009
Cash flows from operating
A. activities: Taka Taka
227,026,05 192,158,96
Cash received from turnover 8 9
2,971,31 3,709,58
Other income & scrap sales 8 2
(172,181,19 (277,843,86
Payment for cost and other expenses 0) 4)
(8,858,36 (10,753,82
Interest 6) 7)
Net cash used in operating 48,957,8 (92,729,1
activities 20 40)
54
Sd/- Sd/- Sd/- Sd/-
Golam Mostafa Golam Rahman Md. Liakat Ali Dr. Aashraf Saleheen
Khan
Chairman Managing Director Company Executive Director &
Secretary CFO
55
Deshbandhu Polymer Limited
Revised Statement of Changes in Equity
for the period 01 July 2009 to 30 April 2010
56
Deshbandhu Polymer Limited
Revised notes to the financial statements
for the period 01 July 2009 to 30 April 2010
1.
NOTES - GENERAL
0
1.
Legal form of the company
1
Deshbandhu Polymer Ltd. was incorporated in Bangladesh on 03 December,
2006 as a private limited company under the Companies Act (Act XVIII) 1994
which has been converted into public limited company on 05 August, 2009
having registered office in Dhaka.
1.
Nature of business
2
The principal activities of the company are manufacturing and marketing of PP
woven bag and liner.
1.
Components of the financial statements
3
i. Balance Sheet as on 30 April, 2010;
ii. Profit & Loss account for the period ended 30 April, 2010
iii. Statement of Changes in Equity for the period ended 30 April, 2010
iv. Cash Flow statement for the period ended 30 April, 2010
v. Accounting policies and explanatory notes.
2.
Significant accounting policies
0
2.
Presentation of financial statements and basis of accounting
1
The financial statements have been prepared in accordance with generally
accepted accounting principles under "Historical cost convention" and after
compliance with Bangladesh Financial Reporting Standards (BFRS) & Bangladesh
Accounting Standards (BASs) adopted by the Institute of Chartered Accountants
of Bangladesh (ICAB), the Companies Act 1994, the Securities and Exchange
Rules 1987 and other applicable laws and regulations.
2.
Inventories
2
Raw materials & packing materials are valued at the lower of cost and Net
Realizable Value (NVR). Cost determined on average cost basis. The cost of
inventories comprises of expenditure incurred in the normal course of business in
bringing the inventories to their present location and condition. Finished goods
and work in process are valued at material cost and proportionate labor &
overhead.
2.
Fixed assets
3
These are stated at cost less accumulated depreciation.
2.
Depreciation
3a
All items of property, plant and equipment have been depreciated on straight
line method. No depreciation is charged on addition and disposal of fixed assets.
Depreciation is charged at the rates varying from 2.5% to 10% depending on the
estimated useful lives of assets. No depreciation is charged for land and capital
work in process.
2.
Revenue recognition
4
Revenue from the sale of goods is recognized when :
Significant risk & rewards of ownership transferred to the buyer.
The amount of revenue and cost of the transaction can be measured reliably.
It is probable that the economic benefits of the transaction will flow to the
company.
57
2.
Capitalization of assets
5
Assets are capitalized as soon as acquisition process is completed and in case of
moveable items when they are installed.
2.
Preliminary expenses
6
Preliminary expense represents the expenses relating to company formation and
initial legal and administrative expenses. This is being written off within five
years.
2.
Pre-operating expenses
7
Pre - operating expenses incurred before commencement of commercial
production of the company. This is being written off within five years.
2.8 Tax
holiday
The National Board of Revenue(NBR) has granted Deshbandhu Polymer Limited
tax holiday for a period of 4 (four) year from 1st January 2008 to 31st December
2011 under income tax ordinance 1984 (xxxvi of 1984) section 46A(3) [Ref-
No.11(31)Chap-1/2008/980(2)] as such no tax was provided.
2.9 Tax holiday reserve
This being created out of tax holiday profit to invest in the same undertaking or
in any new industrial undertaking or in stocks and shares of listed companies or
in government bonds or securities or for other purposes as required by the
income tax ordinance 1984.
2.1 Deferred tax
0
Deferred tax is provided using the liability method for all temporary timing
differences arising between the tax base of assets and liabilities and their
carrying values for financial reporting purposes. Tax rate prevailing at the
balance sheet date is used to determine deferred tax.
2.1
Reporting period
1
The reporting period of the company is 01 July, 2009 to 30 April, 2010 but the
financial year of the company is 01 July to 30 June.
2.1
General
2
a. Figures appearing in this financial statement have been rounded off to the
nearest taka
b. During the period the company used certain physical facilities and support
services of
Deshbandhu Sugar Mills Ltd. against which no recovery has been made by
later company.
c. Directors of the company as well as the group companies did not receive any
remuneration for extra services rendered by them.
d. Accounts have been revised. The revision includes comparative figure of
balance sheet, re-arrangement of balance sheet and cash flow figure and with
more discloser in the notes.
3.0 Authorized capital
1
100,000,000 ordinary shares of Tk 10 each. 1,000,000,0
00
3.0
Issued, subscribed and paid-up capital
2
16,000,000 ordinary shares of Tk 10 each fully paid. 160,000,00
0
160,000,00
0
3.0 Particular
58
3 s
Mr. Golam Mostafa 240000 share @ 10/- each 2,400,0
Chairman
00
Mr. Golam Rahman 160000 share @ 10/- each Managing 1,600,0
Director 00
Deshbandhu Sugar Mills Ltd. 9599500 share @ 95,995,0
Share Holders
10/- 00
Provash Chakrobarty 100 Share @ 10/- 1,0
Director
00
Abdul Khaleque 100 Share @ 10/- 1,0
Share Holders
00
Golam Rasul Putul 100 Share @ 10/- 1,0
Director
00
Md. Mainu Islam 100Share @ 10/- 1,0
Director
00
Md. Akheruzzaman 100 Share @ 10/- 1,0
Share Holders
00
5,00,000 ordinary shares of Tk 100 each fully 100,000,0
paid. 00
General shareholders 60,000,0
Share Holders
00
Total share capital subscribed as at 160,000,0
30.04.10 00
The company has issued 8,000,000 shares @ Tk. 10 each on 30.06.2010 after
this event the total share capital of the company stood at Tk. 240,000,000/=
Share holding position as at signing date
Number of Percentage
Share holders
share (%)
400, 1.6
Chairman/Directors
300 7
Deshbandhu Sugar Mills Ltd. 9,599, 40.
500 00
General shareholders 14,000, 58.
000 33
Abdul Khaleque 0.0004
100
Md. Akheruzzaman 0.000
100 4
24,000, 100.
000 00
59
2
Dhaka bank ltd. 198 - 3,953,44
1
Dhaka bank ltd. 202 - 4,118,03
8
Dhaka bank ltd. 2009 - 2,087,08
5
Dhaka bank ltd. 223 - 956,32
6
Dhaka bank ltd. local - 4,700,00
0
Dhaka bank ltd. 108 9,975,27 -
3
Dhaka bank ltd. 118 1,484,59 -
0
Dhaka bank ltd. 5 9,147,21 -
6
Dhaka bank ltd. 8 2,819,43 -
2
Dhaka bank ltd. 12 2,855,65 -
0
Dhaka bank ltd. 97 2,228,80 -
0
Others 189,97 -
7
Total 28,700,93 46,240,93
8 5
6. Other creditors
0
A M & sons 191,47 -
3
Tax deduction at source 20,09 9,32
3 8
Salary payable - 42,00
0
Dhaka insurance 17,60 17,60
2 2
Danish industry - 109,60
0
Sultana enterprise 28 -
3
Bipu transport 1,42 -
5
Aryan enterprise 163,00 -
0
Sohan transport -SD - 35,00
0
Joy transport -SD - 70,00
0
S R industries - 205,00
0
Paragon ind 1,796,95 -
0
Aureen enterprise 147,71
147,719 9
Union insurance 39 38
1 3
PDF fund 826,43 -
60
8
Security deposit 141,77 -
8
VAT liability** 2,602,32 25,66
4 5
Nissan paints 669,47 492,80
1 0
Park trading 157,49 -
1
Frontline communication 52,79 -
0
Tina associates 20
6 -
Rayhan enterprise 200,00 -
0
Agro-corp 6,295,76
- 8
S I traders 93,45 -
0
7,082,88 7,450,86
4 5
**VAT liability represents VAT withheld from customers after sales, which has
subsequently paid.
The company has no transaction with related party in the normal course of
business except the followings:
Intercompany payable
Deshbandhu sugar mills ltd. 31,007,7 5,992,2
16 93
Commodities trading company - 2,540,0
00
Deshbandhu distilleries ltd. 2,200,0 2,200,0
00 00
33,207,71 10,732,29
6 3
Inter company payable represents short term loan from the sister concerns for
working capital purpose which is interest free.
8.
0 Bank overdraft
8,849,3
Dhaka bank od a/c no-1262 28
8,849,32
- 8
Term and condition on the above facility including security details are as
follows:
Facility : Overdraft
Facility limit : Tk.10,000,00
0
61
Purposes : For payment of importduty VAT and local purchase.
Expiry date : 30
September,2009
Security : Corporate guaranty of Deshbandhu
Group.
9.
0 Short term loan
- 3,469,4
Dhaka bank 88
- 558,3
Dhaka bank 09
- 3,935,7
Dhaka bank 58
- 3,193,6
Dhaka bank 34
- 3,188,8
Dhaka bank 40
- 7,139,1
Dhaka bank 25
8,476,7
Dhaka bank ltr no-4002 71
4,808,0
Dhaka bank ltr no-50001 26
8,420,9 -
Dhaka bank ltr no-80001 79
7,307,5 -
Dhaka bank ltr no-2001 49
29,013,32 21,485,15
5 4
10 Long term loan
.0
Dhaka bank HB a/c-60001 8,643,8 11,259,8
83 34
Dhaka bank TL a/c no-4001 21,346,9 30,312,4
58 61
Dhaka bank TL a/c no -3001 1,127,3 8,439,2
96 85
Dhaka bank TL a/c no-2001 7,297,5 1,385,6
46 55
38,415,78 51,397,23
3 5
62
Purposes : For import of capital machinery
Repayment nature : 4 Year, equal quarterly installment1 year defrred L/C.
Deferred tax
12.0 income
Net taxable temporary 4,358,9
differences - 73
Tax
rate - 37.50%
Deferred tax income as at 30 June, 1,634,6
2009 - 15
Opening balance as at 1 July 2009 1,634,
615 -
1,634 1,634,
Closing balance 30 April, 2010 ,615 615
63
Advance VAT against purchase 5,561,8 1,810,1
34 72
Strategic consultancy 123,7 -
50
Union capital 150,0 -
00
Prokalpo upodesta - 100,0
00
5,835,5 1,910,1
84 72
Deposit
Bank guarantee (margin) 614,8 80,0
00 00
Security deposit to BCIC 620,0 218,2
00 80
IDLC securities - 2,6
20
1,234,8 300,9
00 00
Prepayment
Advance against house rent 95,0 132,0
00 00
Other advance 144,6 147,5
70 40
Ideal builders 100,0 100,0
00 00
Park trading - 25,1
10
BRB cable - 17,3
16
339,6 421,9
70 66
7,410,05 2,633,03
4 8
i) There is no amount of loans and advances due for payment for a period of more than
12 months from the date of Balance Sheet.
ii) There is no aggregate amount due from Directors.
iii) There are no claims against the company, which can be acknowledged as bad debt.
64
3 0
14.0 Pre-operating expenses
Salary & wages 317,4 317,4
34 34
Vehicle maintenance 5,3 5,3
60 60
Conveyance 41,3 41,3
61 61
Entertainment 84,5 84,5
99 99
House keeping 18,6 18,6
90 90
Meeting expenses 10,2 10,2
40 40
Postage & stamps 2,0 2,0
85 85
Printing & stationery 21,5 21,5
55 55
Publicity & advertisement 78,9 78,9
60 60
Bank charges 63,0 63,0
63 63
Bank interest 190,6 190,6
07 07
Oil, fuel & power 122,1 122,1
87 87
Audit fees 8,0 8,0
00 00
964,1 964,1
41 41
16 Cash at bank:
.2
65
Pubali bank STD-75- 164,4 181,6
0 44 11
Sonali bank STD- 32,4 167,6
627 25 25
Islami bank MSND- 135,4 2,312,7
87 80 00
Agrani bank STD-292/3 51,1 12,0
09 01
Dhaka bank ltd.- 5,009,9 -
1262 47
Mercantile bank- 10,0 -
404 00
Southeast bank- 60,008,1 -
2079 63
Pubali bank STD- 54,2 -
878 00
67,086,00 2,878,47
4 6
Total 67,162,07 3,057,13
9 8
All the above bank balances were confirmed by the respective banks.
17 Trade debtors
.0
AGC spinning 191,6 -
00
Kazi farms 924,6 3,478,3
00 50
Superia info & communication 12,0 12,0
00 00
New hope 1,212,4 879,8
00 50
Square yarns 5,3
09
Partex sugar 2,837,5
00
Deshbandhu sugar Mills Ltd. 19,614,7
12
Zia fertilizer 5,980,0 10,914,0
00 00
Keya cotton 301,6 -
00
Keya spinning 327,6 -
00
Keya yarns 618,8 -
00
Square textile 511,8 -
14
S n spinning 458,2 -
95
Agrocorp 1,2 -
01
Akber cotton 6,9 57,9
48 00
33,004,37 15,342,10
9 0
All above dues are below 6 months and considered good except Tk. 12,000.
66
18.0 Stock & machinery in April 2010 June 2009
transit
Taka Taka
18.1 Spare parts in
transit
L/c no-223 2,228,8 1,072,0
00 12
Others 700,0 -
96
2,928,89 1,072,01
6 2
67
TDS on interest 121,6 119,7
60 51
Advance AIT on raw materials 2,692,4 1,849,6
15 23
AIT on sales 1,557,1 1,557,1
20 20
4,371,19 3,526,49
5 4
68
20. Fixed Assets (Annexure-1)
Cost Depreciation
Types of assets Cost/ Addition Transfer Revaluati Cost/ Rat Cumulati Charge Revaluatio Cumulativ Written
Valuatio during from W.I.P on Valuation e ve as at d in the n/ e as at down
n 1.7.09 the and goods in /adjustme as at 1.7.09 year adjustmen 30.04.10 value
period transit nt/ 30.04.10 t/ disposal
disposal
Land & land deve. 15,343,2 - 15,343,2 - 15,343,
14 - 14 - - - - 214
-
Building 29,698,1 448, - 30,146,8 2.5 607, 618,7 618, 29,528,
33 717 - 50 % 782 11 - 711 139
Plant & machinery 76,424,7 257,0 - 76,681,7 10 6,370, 6,368,7 6,368, 70,312,
05 00 - 05 % 097 25 - 725 980
Furniture & fixtures 46,2 41, - 88,0 10 2, 3,8 3, 84,
80 800 - 80 % 168 57 - 857 223
Electric & other 12,049,1 200,0 - 12,249,2 10 1,150, 1,004,0 1,004, 11,245,
appliances 14 87 - 01 % 696 93 - 093 108
Office machinery 129,8 36, - 165,9 10 7, 10,8 10, 155,
and equipment 50 100 - 50 % 605 21 - 821 129
Total 133,691, 983,70 - - 134,675,0 8,138,3 8,006, - 16,144,5 126,668,
296 4 00 48 207 55 793
21.0 Sales
21.1 Quantity April 2010 April 2009
PP woven bag with linner by month
Pcs Taka Taka
July 692,300 10,774,892 19,836,973
August 551,500 6,644,769 21,184,792
September 588,000 9,756,824 25,707,400
October 1,623,500 31,407,026 10,071,052
November 803,050 15,282,742 28,668,929
December 2,128,368 39,449,392 35,741,442
January 1,249,750 24,894,819 9,842,914
February 1,695,250 38,453,330 3,131,106
March 1,384,100 31,898,113 9,692,102
April 1,300,000 36,126,430 14,495,385
Total 12,015,818 244,688,337 178,372,095
22.0 Cost of goods sold
April 2010 April 2009
Raw materials: Note
Taka Taka
Opening stock 26,673,688 28,840,634
Purchase 26 211,513,869 139,923,296
Closing stock 27 64,068,671 25,153,353
174,118,886 143,610,577
Manufacturing expenses 24 28,199,056 14,363,556
202,317,942 157,974,133
Opening work-in-process 31,698,157 5,082,346
Closing work-in-process 28 33,424,936 31,130,165
69
Cost of goods manufactured: 200,591,163 131,926,314
Finished goods:
Opening stock 6,870,478 7,709,950
Purchase - -
Closing stock 29 3,169,550 3,988,172
204,292,091 135,648,092
70
April 2010 April 2009
23. Taka Taka
0 Other income
2,660,0 3,636,3
Scrap sales 42 12
311,2 73,2
Miscellaneous 76 70
2,971,3 3,709,5
18 82
Wastage under process treated as scrap & sell of scrap is taken as income against which no cost
is ascertained.
71
86,8 41,45
Bank charges 80 3
8,442,2 10,716,48
Interest on overdraft, time & term loans 72 6
360,9 94,77
BG commission 44 6
8,890,
096 10,852,715
Interest
received
31,7 32,56
STD 30 9
66,31
FDR - 9
31,7 98,88
Total 30 8
8,858,
366 10,753,827
25.1: Earning per share
31,816,7 24,036,82
Profit for the year continuing operations 21 9
11,000,0 40,00
Weighted avg. no. of shares outstanding during the period 00 0
3. 721.1
Basic earning per share 47 0
** The Company has changed the face value of share from Tk. 100 to Tk. 10 on August 05,
2009. Earning per share for the period from 1 st July, 2009 to 30 April 2010 is annualized for
smooth comparison.
26.0 Purchase
Raw material purchase by month April 2010 April 2009
Quantity (Kg)
(Taka) (Taka)
July 365,800 33,164,822 25,398,455
August 151,060 13,171,163 12,632,634
September 51,000 4,917,631 56,040,358
October 92,710 17,876,105 403,781
November 2,250 850,221 1,182,116
December 125,560 10,281,684 10,522,073
January 173,510 13,519,030 12,298,326
February 214,000 42,407,708 6,312,937
March 288,350 43,797,678 6,136,672
April 298,165 31,527,827 8,995,944
Total 1,762,405 211,513,869 139,923,296
27.
0 Closing stock of raw materials 30 April 2010
Closing
Item Price/kg stock Value (Tk)
(Kg)
303,25
PP-Yarn 94.14 0 28,547,955
71.2 2,60
Polycom 2 0 185,172
88,72
CaCo3 39.64 5 3,517,059
30
M.B.white 147.93 0 44,379
65,40
H.D.P.E 95.89 0 6,271,206
115,30
L.D.P.E 97.64 0 11,257,892
102.4 132,02
L.L.D.E 6 5 13,527,282
72
309.9 240.0
Red ink 7 0 74,393
279.5 150.0
Black ink 7 0 41,936
311.3 325.0
Green ink 2 0 101,179
315.8 250.0
Orange ink 5 0 78,963
318.4 225.0
Blue ink 8 0 71,658
324.0 175.0
Yellow ink 0 0 56,700
275.0 75.0
White ink 0 0 20,625
322.0 75.0
Gerinium ink 0 0 24,150
350.0 75.0
Violet ink 0 0 26,250
322.0 75.0
Megenta ink 0 0 24,150
134.4 495.0
Flexo thinner 4 0 66,548
163.9 800.0
Cotton yarn 7 0 131,176
Total 64,068,671
28.
0 Closing work In process
Particulars Value(Tk)
Tape line 471,209
Bobin 11,637,040
Fabric (24''- 44") 12,457,221
Printing & cutting bag 1,828,663
Liner plant 1,260,645
Liner cutting 178,828
Kazi farms HDPE 36. gm 690,455
Zia LDPE 58 gm 1,556,180
Zia LDPE 65 gm 97,173
DSML HDPE 208,893
Grand total 30,386,306
Add overhead 3,038,631
Total value 33,424,936
29.
0 Closing stock of finished goods
Uni
Finished Bag t Stock Cost/Unit Value(Tk)
68,50
Partex pcs 0 22.7 1,554,950
54,00
Zia fertilizer Co. pcs 0 29.9 1,614,600
Total 3,169,550
Auditors Report under section 135 (1), para 24(1) of part-II of the Third
Schedule of Companies Act 1994
We, as the auditors’ have examined the financial statements of Deshbandhu Polymer
Limited for the years ended on 30th June, 2007, 2008, 2009 & for the period ended 30
April 2010 and the figures extracted from the financial statements certified pursuit to
73
Section 135 (1) and paragraph 24 (1) of Part-II of the Third Schedule of the Companies
Act 1994 report that:
74
to to 30-06-
to 30-06-09 to 30-06-08
30.04.2010 07
Sales 244,688,33 200,524,30 81,915,140
7 3
Less : Cost of Goods Sold 204,292,091 167,741,304 74,202,634
Gross Profit 40,396,246 32,782,999 7,712,506 -
Less : Operating Expenses :
Administrative & Selling 2,692,477 3,371,705 889,207
Expenses
Operating Profit 37,703,769 29,411,294 6,823,299 -
Add. Non-operating income 2,971,318 4,124,569 1,105,039
Profit before financial expenses 40,675,087 33,535,863 7,928,338 -
Financial Expenses 8,858,366 13,468,211 1,958,900
Net Profit before Income Tax 31,816,721 20,067,652 5,969,438 -
Tax Holiday Reserve - 1,634,615 -
Profit available for 31,816,721 21,702,267 5,969,438 -
Appropriation
Earning per Share (EPS)** 3.47 43.40 149.24
** The Company has changed the face value of share from Tk. 100 to Tk. 10 on August
05, 2009. Earning per share for the period from 1 st July, 2009 to 30 April 2010 is
annualized for smooth comparison.
75
Opening Cash & Bank Balances (5,792,1 104,799,9
397,568 -
90) 41
Closing Cash & Bank Balances 67,162, (5,792,19 104,799,
397,568
079 0) 941
D. Dividend Declared:
The Company has not declared any dividend yet.
E. The Company was incorporated on December 03, 2006 as a Private Limited Company.
Subsequently the Company was converted into Public Limited Company on August 05,
2009.
F. The Company has started its manufacturing from December 17, 2007. So, the
statement of operating results and cash flow statement have been given from June 30,
2007 to April 30, 2010
G. Deshbandhu Polymer Limited has no subsidiaries. However, DPL is an associate
company of Deshbandhu Sugar Mills Limited.
H. No proceeds or part of proceeds of the issue of shares were applied directly to the
company in the purchase of any business.
I. The Company did not prepare any accounts for any period subsequent to April 30,
2010.
J. Figures relating to previous years have been rearranged whether considered
necessary.
Sd/-
Dhaka: 24 August, 2010 Ashraful Haque Nabi &
Co.
Chartered Accountants
76
Deshbandhu Polymer Limited
Selected Ratio as specified in rule 8 B (20) I-Annexure B of the "Securities and Exchange
Commission (Public Issue) Rules, 2006"
Operating Ratios
Accounts Receivable Accounts
(days) Or Average Receivable/Revenue per
29.64 26.87 64.11
collection period day
(days)
Inventory Turnover COGS/Avg. Inventory
1.73 1.48 1.36
Total Asset Turnover Total revenue/ Total
0.688 0.732 0.322
Assets
Profitability Ratios
Gross Profit Margin Gross profit/Total revenue 16.51 16.35 9.42%
% %
Operating profit Operating profit/ Total 15.41 14.67
8.33%
Margin revenue % %
Net Profit Margin NPAT/ Total revenue 13.00 10.82
7.29%
(NPAT Margin) % %
Return on Total Assets NPAT + Interest/ Total 11.43 12.84
3.11%
(ROA) assets % %
Return on Equity NPAT/ Shareholder’s 19.89 43.40 149.24
Equity % % %
Earnings Per share NPAT/ Number of ordinary
3.47 43.40 149.24
(Annualized) shares
Face Value Per share Share amount/ Number of
10 100 100
share
77
*Earning per share for the period from 1st July, 2009 to 30 April 2010 is annualized.
Sd/-
Dhaka: 24 August, 2010 Ashraful Haque Nabi &
Co.
Chartered Accountants
We have examined the above calculation of Net Asset Value (NAV) of Deshbandhu
Polymer Limited which appears to be correct.
Sd/-
Ashraful Haque Nabi
Dhaka: 24 August, 2010
& Co.
Chartered Accountants
78
00
Capital raised after balance sheet date as on 30.04.2010
80,000,
(As per Return of allotment certified by the Register of Joint Stock
000
Companies and Firms (RJSC) as on 30.06.2010
Total 240,000,0
00
We certify that the Company does not issue any shares otherwise than for cash and the
books of accounts of the Company have been verified and found in order.
Sd/-
Ashraful Haque Nabi &
Dhaka: 24 August, 2010
Co.
Chartered Accountants
Employees’ position
Employees’ position as on 30.04.2010 is as under:
Particulars Officer & Staff Worker Total Employees
Factory Head
Office
20 123 146
03
No. of employees received salary below Taka 36,000 per year Nil
No. of employees received salary above Taka 36,000 per year 146
Total no. of employees 1
46
All of them are full-time employees
79
Flexographic Printing
01 Pcs 33000 27000 27000 82
Machine (Navjivan)
Auto Cutting Sewing
02 Pcs 63000 52800 52800 84
Machine
Sewing Machine with
08 Pcs 56000 42000 42000 75
Table & Motor
LDPE/HDPE Extrusion
Film Blowing 01 Kg 1000 800 800 80
Machine
LDPE/HDPE Blowing
01 Kg 900 600 600 67
Machine
LDPE Extrusion Film
01 Kg 840 500 500 60
Blowing Machine
High Speed Cutting & 84
01 Pcs 52800 45000 45000
Sealing Machine
Double Speed Cutting
01 Pcs 50000 30000 30000 60
& Sealing Machine
Hydraulic Balling
01 Pcs. 50000 40000 40000 80
Press
Hydraulic Balling 65
Press 01 Pcs. 40000 26000 26000
80
96,0 131 6 9,147,
00 ,520 9.55 216
88,0 40 6 2,819,
00 ,480 9.65 432
99,0 106 6 7,441,
00 ,920 9.60 632
49,5 63 6 4,447,
00 ,855 9.65 501
49,4 64 6 4,462,
50 ,350 9.35 673
1,602, 1,815 126,16
450 ,285 8,816
EXECUTIVE COMPENSATION
a. Remuneration paid to top five salaried officers in the last accounting year
(Amount in
Taka)
Remuneration & Salary
Sl From From
Remark
Name Designation 01.07.09 01.07.08 s
#
to to 30.04.09
30.04.2010
01 Md. Shakawat Hossain Factory manager 371,000 350,000 Salary
02 Ml. Rizwana Ferdous Deputy manager 190,800 180,000 Salary
03 Amlan Dhar Sales manager Salary
- 180,000
Chowdhury
04 S.K. Istehad Ahmed Asstt. manager & 19,167 - Salary
81
Sales In-charge
05 A.S.M. Nasir Uddin Assistant Salary
171,600 16,500
Manager
06 A.B.M. Mahmud Hasan Accounts officer 104,000 64,000 Salary
. Aggregate amount of remuneration paid to all directors & officers during last accounting
year:
(Amount in Taka)
Remuneration & Salary
From From
Sl
Name 01.07.09 01.07.08 Remarks
.
to to 30.04.09
30.04.2010
0 Directors Nil Nil N/A
1
0 Executives, officers & 10,012,728 8,148,643 Salary and
2 staffs Allowances
DSML and its top management (i.e. Chairman, Managing Director, Chief Financial Officer
and Company Secretary) look after DPL and they do not charge any remuneration, salary
or board meeting attendance fees from the company for the time being up to June 30,
2010.
c. The Company did not pay any remuneration to any director, who was not an officer of
the Company during the last accounting year.
Sd/-
Ashraful Haque Nabi &
Dhaka: 24 August, 2010
Co.
Chartered Accountants
82
Whether the financial statements are prepared in accordance with Securities
and Exchange Rule, 1987
The comparative information in accordance with the provision of BAS-34 is now duly
provided.
The audited accounts are duly prepared and provided in accordance with the provision of
BAS-34.
Audited accounts has not been signed by the Secretary as required under
section 189 of the Companies Act 1994
Audited accounts has been signed by the Secretary as required under section 189 of the
Companies Act 1994 and duly provided.
Whether EPS has been calculated as per BAS-33 considering weighted average
number of shares outstanding during the year
Earning per Share (EPS) is calculated in accordance with the Bangladesh Accounting
Standard BAS-33 “Earning per Share” which is disclosed in note 25.1 of the audited
accounts.
Calculation of Earning per Share is disclosed in note 25.1 of the audited accounts.
Mention the date of comparative period in case of Balance Sheet, Profit and
Loss Account, Cash Flow Statement
Date of comparative period are duly mentioned in case of Balance Sheet, Profit and Loss
Account and Cash Flow Statement.
Explain why your audited cash flow statement does not show cash received
from issue of shares
Cash received from issue of shares has been duly shown in the audited cash flow
statement.
Cash receipt from sale of scrap is not shown in the Cash Flow Statement
Cash receipt from sale of scrap is now duly shown in the Cash Flow Statement.
83
The amount shown as capital as on 1/7/09 under the statement of changes in
equity does not agree with that of audited accounts for the period ended as on
30/06/09
Required change has been duly made in the statement of changes in equity.
Related party transaction as per BAS-24 is disclosed in note 7 of the audited accounts.
In the note 1.3 of the audited accounts only ‘Balance Sheet, accounting
policies and explanatory notes’ are included as components of financial
statements’ which contradicts with BAS-1;
Typo error, we regret. Due change is made in the note 1.3 of the audited accounts.
Query No. 15: Whether any write-off is made or not for preliminary expenses
and pre-operating expenses is not specified in note 2.6 and 2.7 of the audited
accounts
Preliminary expenses and pre-operating expenses are being written off within five years.
Due correction is made in note 2.6 and 2.7 of the audited accounts.
What physical facilities and support services of Deshbandhu Sugar Mills Ltd.
(DSML) is used by Deshbandhu Polymer Limited (DPL) is not specified in note
2.11 b of the audited accounts
Deshbandhu Polymer Limited will use physical facilities and support services of
Deshbandhu Sugar Mills Limited i.e. power, gas, water and housing facilities for a period
of 10 (ten) years from 1st July 2007 as per the term of the agreement made between DPL
& DSML.
Whether any agreement between DSML & DPL is made regarding using of
physical facilities & support services of DSML supported by board resolution
An agreement between DSML & DPL is made on July 01, 2007 regarding using of physical
facilities & support services of DSML.
Up to which period the recovery by DSML will not be made for using physical
facilities & support services from DSML is not mentioned
DPL will pay actual cost plus 10% service charge for using physical facilities & support
services from DSML from July 01, 2010. Up to June 30, 2010 DSML will not charge any
service charge from DPL.
Authorized capital is now duly mentioned as required under Schedule XI, Part-I of the
Companies Act 1994 in note 3 of the audited accounts.
84
Inter company payable represents short term loan from the sister concerns for working
capital purpose which is interest free.
Whether inter company payable is with interest or not, if with interest mention
the rate of interest
Explain the reason for VAT liability as shown in note 3 of the audited accounts
VAT liability represents VAT withheld from customers after sales, which has subsequently
paid.
The name of company which has declared bonus shares with reasons of not
credited is not disclosed in note 11.0 of the audited accounts
DPL has an investment in EXIM bank Ltd. which has declared bonus share @ 35% for the
year ended December 31, 2009 which has been credited on July 19, 2010 (after the then
reporting period).
Calculation of deferred tax income is not shown under note 12.0 of the audited
accounts
Advance, deposit and prepayments are not disclosed as per requirement of the
schedule XI, Part-I of the Companies Act 1994
Now duly shown as per your requirement
Whether spare parts and machinery in transit in note 18.0 of your audited
accounts have arrived before signing of audit report
The spare parts and machinery in transit were received on the July 05, 2010.
Quantity wise information for sales, opening stock of raw materials and
finished goods, purchase as per requirement of the Schedule XI, Part-II of the
Companies Act 1994 are not disclosed
Quantity wise sales and purchase shown on note-21 and 26 respectively of audited
accounts
Wastage under process treated as scrap & sell of scrap is taken as income against which
no cost is ascertained.
85
Explain why the head Insurance Commission is shown under the head other
income
P/L account was wrongly showing the head “Insurance Commission” with zero balance
which has been removed from the audited accounts.
DPL was incorporated as a private limited company that does not require any such
certificate
Security status as shown in note 10.1, 10.2, 10.3, 10.4 under long term loan do
not agree with the loan agreement submitted to the Commission
Typo error, we regret. Due change has been made in note 10.1, 10.2, 10.3 and 10.4
VAT liability represents VAT withheld from customers after sales, which has subsequently
paid.
Revised ‘Tangible Assets per share’ calculation since your calculation do not
deduct pre-operating expenses and preliminary expenses
Updated auditors’ certificate for issue of shares other than cash is included in the
additional certificate by the auditor.
86
Sd/-
Dhaka: August 24, 2010 Ashraful Haque Nabi & Co.
Chartered Accountants
Deshbandhu Polymer
Limited
APPLICATION FORM
APPLICATION FOR SHARES BY INVESTORS OTHER THAN NON-RESIDENT BANGLADESHI (S)
Warning: Please read the instruction at the back of this form. Incorrectly filled application may be
rejected.
The Managing Director
Deshbandhu Polymer Limited Banker’s
Sl. No.
Mostafa Centre H#59, R#27, Banani, Dhaka - 1213
Dear Sir,
I/we apply for and request you to allot me/us the …… number of Shares and I/we agree to accept the
same or any smaller number that may be allotted to me/ us upon the terms of the company’s approved
Prospectus and subject to the Memorandum and Articles of Association of the company. Further, I/we
authorize you to place my/our name(s) on the Register of Members of the company and deposit the said
shares to my BO (Beneficiary Owner) Account and/or Crossed (Account Payee only) cheque in respect of
any application money refundable by post/courier at my/our risk to the first applicant’s address stated
below:
1. No. Ordinary shares ………. of Tk. 10 each.
2. Amount of Tk. (in figure): …………., Taka (in words): ………………
only deposited vide Cash/ Cheque/ draft/ pay Order No…………………………………
Dated……………………………..
on…………. Bank………………………………..Branch.
3. Depository (B/O) Account
Number
(If you do not mention your valid BO (Beneficiary Owners) account, your application will be
treated as in valid)
4. I/we agree to fully abide by the instruction given herein.
5. Particulars of Applicant(s):
a) Sole/First Applicant
Name:
Father’s / Husband name:
Mother’s name:
Postal Address:
Occupation: Nationality: Telephone No.(if any):
For refund warrant (Application will not be treated as valid if anyone uses a non-scheduled bank. To avoid this
complication, investors are requested not to use the name of any non-scheduled bank) Please write the correct
and full name of bank and branch.
For refund purpose: I/we wants refund through □ Bank Account* □ Hand delivery/Courier (please put tick marks in which
refund will be made). The applicant shall provide with the same Bank Account number in the application form as it
is in the BO account of the applicant. Otherwise the application will be considered invalid and the subscription
money may be forfeited.
87
Applicant’s Bank A/C No:
Name of the Bank:
b) Second Applicant
Name:
Father’s / Husband name:
Mother’s name:
Postal Address:
Occupation: Nationality: Telephone No.(If any):
6. I/we hereby declare that I/we have read the Prospectus of Deshbandhu Polymer Limited and have
willingly subscribed for ……… no. of shares of Tk 10.00 each.
7. Specimen Signature(s):
(i) Name ( in block letters): Signature:
(ii) Name ( in block letters): Signature:
*In case of deposit into the applicant’s bank account, the applicant will bear the applicable charge, If any, of the
applicants banker, and the issuer shall simultaneously issue a letter of intimation to the applicant containing,
among others, the date and amount remitted with details of the bank through and to which bank such
remittance has been effected.
……………………………………………………………………………………………………………………..……………………
BANKER’S ACKNOWLEDGEMENT
Certified that this Bank has received Tk. …….. /- (in word) ………………………….. only form
Mr./Mrs./Ms…………………………………………………being the application money for …………..nos. of
Ordinary Shares of Deshbandhu Polymer Limited.
Banker’s Sl. No. Seal and Date
Authorized Signature
88
11. In the case of non-allotment of securities, if the applicant’s bank accounts as mentioned in
their IPO Application Forms are maintained with the Bankers to the Issue, refund amount of those
applicants will be directly credited in to the respective bank account as mentioned in their IPO
Application Forms. Otherwise, refund will be made only through “Account Payee” cheque(s)
showing bank account number and name of bank and branch as mentioned in the Application
payable at Dhaka or Chittagong, as the case may be.
12. Allotment will be made solely in accordance with the instructions of the Securities and
Exchange Commission (SEC).
13. Making of any false statement in the application or supplying of incorrect information therein
or suppressing any relevant information shall make the application liable to rejection and subject
to forfeiture of application money and /or forfeiture of share (unit) before or after issuance of the
same by the issuer. The said forfeited Application money or share (unit) will be deposited in
account specified by the Securities and Exchange Commission (SEC). This may be in addition to
any other penalties as may be provided for by the law.
14. Applications, which do not meet the above requirements, or applications, which are
incomplete, shall not be considered for allotment purpose.
15. The Banker’s to the Issue Banks shall be obliged to receive the A/C Payee Cheque(s) on the
closing day of the subscription of the IPO.
16. No sale of securities shall be made, nor shall any money be taken from any person,
in connection with such sale until 25(twenty five) days after the prospectus has been
published.
89
Name of the Branches Name of the Branches Name of the Branches Name of the Branches Name of the
Branches
Investment Joypara Br, Dhaka Jubilee Rd Br, Ctg Elephant Road Br, Dhaka Comilla Br, Comilla
Corporation Banani Br, Dhaka Kawran Bazar Br, Dhaka Jatrabari Br, Jatrabari Jubilee Road Br, Ctg
Of Bangladesh (ICB) Rajshahi Br, Rajshahi Khulna Br, Khulna Nawabganj Br, Dhaka Kadamtali Branch, Ctg
Head Office, Br, Dhaka Naogaon Br, Naogoan Kushtia Br, Kushtia Bangshal Bracnh, Dhaka Mirzapur Br, Tangail
Chittagong Br, Ctg Sylhet Br, Sylhet Kadamtali Br, Ctg Ganakbari (EPZ) Br, Cox’s Bazar Br, C. Bazar
Rajshahi Br, Rajshahi Board Bazar Br, Gazipur Khatungonj Br, Ctg Dhaka. Lohagara Br, Ctg
Khulna Br, Khulna Nayabazar Br, Dhaka Laxmipur Br, Laxmipu Imamganj Branch, Dhaka. Basundhara Br, Dhaka
Barishal Br, Barishal Khatunganj Br, Ctg Laldighirpar Br, Sylhet Narayanganj Br, N.ganj Ring Road Br, Dhaka
Sylhet Br, Sylhet Mohakhani Br, Dhaka Majhirghat Br, Ctg Joypara Branch, Dhaka Manikgonj Br, Manikgonj
Bogra Br, Bogra Mirpur Branch, Dhaka Motijheel Br, Dhaka Agrabad Br, Ctg Fatikchori Br, Ctg
Local Office, Dhaka Ashulia Branch, Dhaka Malibagh Br, Dhaka Khatunganj Br, Ctg Konabari Br, Gazipur
Uttara Branch, Dhaka Mogbazar Br, Dhaka CDA Avenue Br, Ctg Choumuhani Br, Feni
Southeast Bank Ltd Jubilee Rd Br, Ctg Mirpur Br, Dhaka Nanupur Bazar Br, Ctg Sonagazi Br, Feni
Principle Br, Dhaka Elephang Rd Br, Dhaka Mitford Rd, Dhaka Cox’s Bazar Br, Cox’s Goala Bazar Br, sylhet
Corporate Br, Dhaka Motijheel Br, Dhaka Madaripur Br, M.pur Bazar. Khatunganj Br, Ctg
Imamagonj Br, Dhaka Madam Bibir Hat Br, Ctg Madabdi Br, Madabdi Jubille Road Br, Ctg Mymenshing Br, M.hing
Dhanmondi Br, Dhaka Khulna Branch, Khulna Naogaon, Naogoan Chowmuhuni Br, Noakhali Shahzadpur Br, Sirajganj
Uttara Branch, Dhaka Rangpur Br, Rangpur Narayangonj Br, N.gonj Chandraganj Br, L.pur Beani Bazar Br, Sylhet
N. Elephant Rd Br,Dhaka Satmasjid Br, Dhaka Nawabpur Rd Br, Dhaka Feni Branch, Feni Chhatak Br, sunamganj
Kakrail Branch, Dhaka OR Nazim Rd Br,, Ctg Patgram Br, Lalmonithat Raipur Branch, L.pur Bandura Br, Dhaka
Banai Branch, Dhaka Bogra Branch, Bogra Pragati Sharani Br, Dagon Bhuiyan Br, Feni Saidpur Br, Nilphamary
Bangshal Branch, Dhaka Konabari Br, Gazipur Dhaka Sylhet Branch, Sylhet Rangpur Br, Rangpur
New Eskaton Br, Dhaka Gulshan Br, Dhaka Rajshahi Br, Rajshahi Sherpur Branch, Sharpur Jessore Br, Jessore
Agargaon Br, Dhaka Feni Br, Dhaka Rangpur Br, Rangpur Islampur Branch, sylhet Mirpur Br, Dhaka
Pragati Sarani Br, Dhaka Moulvibazar Br, M.Bazar Savar Br, Dhaka Jesspre Branch, Jessore Halishahar Br, Ctg
Shamoli Branch, Dhaka Bijoyagar Br, Dhaka Shaymoli Br, Dhaka Bogra Branch, Bogra Moulavi Bazar Branch
Agarnagar Br, Dhaka Moghbazar Br, Dhaka Tangail Br, Tangail Sirajgonj Br, sirajganj Basurhat Br, Noakhali
Sat Mosjid Br, Dhaka Barisal Br, Barisal Uttara Br, Dhaka Laksham Branch, comilla Sremangal Br, Sylhet
Madhabdi Br, N.shingdi Comilla Br, Comilla Ramganj Branch, Kushtia Br, Kushtia
Ashulia Branch, Dhaka Greeen Rd Br, Dhaka Bank Asia Limited laxmipur Pabna Br, Pabna
Narayanganj Br, N.ganj Sheikh Mujib Rd Br, Ctg Agrabad Br, Ctg Maijdee Court Br, Narsingdi Br, Narsingdi
Joypara Br, Dhaka Eng. Inst. Br, Dhaka Anderkilla Br, Ctg Noakhali Satmosjid Rd Br, Dhaka
Savar Branch, Dhaka Mazar Road Br, Dhaka Bashundhara Br, Dhaka Banasree Br, Dhaka Dinajpur Br, Dinajpur
Mouchak Branch, Dhaka Dinajpur Br, Dinajpu Bagra Branch, Bogra Bhairab Br, Kishorgonj
Konabari Br, Gazipur Jessore Br, Jessore Bahadderhat Br, Ctg DBBL Dagonbhuiyan Br, Feni
Tongi Branch, Gazipur Progati Sarani Br, Dhaka Corporate Br, Noor Local Office, Dhaka Gobindaganj Branch
Bashundhar Br, Dhaka Chittagong EPZ Br, Ctg Tower Motijheel For. Exch. Br Bhulta Branch, N.gonj
Mohammadpur Br, Narayangonj Br, N.gonj C.R. Dutta Road, Dhaka Nababpur Br, Dhaka BSCIC Branch, N.gonj
Dhaka Patia Br. Chittagong CDA Avenue Br, Ctg Banani Branch, Dhaka Rapura Branch, Dhaka
Madambibir Hat Br, Ctg Dhanmondi Br, Dhaka Kawran Bazar Br, Dhaka Tongi Branch, Gazipur
Comilla Branch, Comilla NCC Bank Limited Jessore Branch, Jessore Shantinagar Br, Dhaka
Bandar Bazar Br, Sylhet Agrabad Br, Ctg Khatunganj Br, Ctg Dhanmondi Br, Dhaka National Bank Ltd
Moulvibazar Br, M. Bazar Anderkilla Br, Ctg Khulna Branch, Khulna Baburhat Br, Narshingdi Banani Br, Dhaka
Hetimgonj Br, Sylhet Banani Br, Banani Moghbazar Br, Dhaka Narayanganj Br, N.ganj Babubazar Br, Dhaka
Chouhatta Br, Sylhet Babubazar Br, Dhaka Mohakhali Br, Dhaka B.B Road Branch, N.gonj Bangshal Road Br,
Laldhirpar Br, Sylhet Bijoy Nagor Br, Dhaka Mirpur Branch, Mirpur Agrabad Branch, Ctg Dhaka
Shajalal Uposhar Br, Bangshal Br, Dhaka MCB Sk. Mujib Rd Br, Ctg Mohakhali Br, Dhaka. Dhanmondi Br, Dhaka
Sylhet Baraiyarhat Br, Ctg MCB Dilkusha Br, Dhaka Gulshan Branch, Dhaka Dilkusha Br, Dhaka
Kulaura Br, Moulvibazar Baralekha Br. Sylhet MCB Banani Br, Dhaka Mirpur Branch, Dhaka Elephant Road Br,
Pathantula Br, Sylhet Bogura Br, Bogura Mitford Branch, Dhaka Uttara Branch, Dhaka Dhaka
Agrabad Br, Ctg Chakaria Br., Cox’s Bazar North South Rd Br, Patherhat Br, Ctg Foreign Ex. Br, Dhaka
Khatunganj Br, Ctg CEPZ Br., Chittagong Dhaka Hathazari Br, Ctg Gulshan Br, Dhaka
Jublee Road Br, Ctg Chowhatta Br., Principle Office Br, Islampur Branch, Dhaka Imamganj Br, Dhaka
Halishahr Br, Ctg Sunamgonj Dhaka Dania Branch, Dhaka Islampur Br, Dhaka
Chowmuhani Br, N.khali Chowmuhuni Br, Rajshahi Br, Rajshahi Khulna Branch, Khulna Jatrabari Br, Dhaka
CDA Avenue Br, Ctg Noakhali Sylhet Main Br, Sylhet Sylhet Branch, Sylhet Kawran Bazar Br, Dhaka
Cox’s Bazar Br, C. Bazar Comilla Br., Comilla Sylhet Uposhahar Dhaka EPZ Br, Dhaka Lake Circus Br, Dhaka
Chhagalnaiya Br, Feni Cox’s Bazar Br, Cox’s Branch Board Bazar Br, Gazipur Malibagh Br, Dhaka
Feni Branch, Feni Bazar Scotia Branch, Dhaka Netaiganj Br, N.ganj Mirpur Br, Dhaka
Pahartil Br, Ctg Dhanmondi Br, Dhaka Shantinagar Br, Dhaka Bogra Branch, Bogra Mohakhali Br, Dhaka
Bashurhat Br, Noakhali Dilkusha Br, Dhaka Station Road Br, Ctg Elephant Road Br, Dhaka Mohammadpur Br,
Momin Road Br, Ctg Elephant Rd Br, Dhaka Gulshan Branch, Dhaka Barisal Branch, Barisal Dhaka
Rangpur Br, Rangpur Foreign Ex. Br, Motijheel Uttara Branch, Dhaka Simrall Branch, N.ganj Motijheel Branch, Dhaka
Bogra Branch, Bogra Feni Br, Feni CDA Avenue Br, Ctg Narayanganj Br, N.gonj
Khulna Branch, Khulna Gulshan Br, Dhaka One Bank Limited Joypara Branch, Dhaka Netaigonj Br, N.gonj
Barisal Branch, Barisal Gazipur Br, Gazipur Principal Br, Dhaka. Biswanath Br, Sylhet New Eskaton Br, Dhaka
Rajshani Br, Rajshahi Gulshan Br, Gulshan Motijheel Branch, Muradpur Branch, Ctg N. Brk Hall Rd Br, Dhaka
Naogaon Br, Naogoan Hajigonj Br, Chandpur Dhaka. Golapgonj Br, Sylhet Prgati Sarani Br, Dhaka
Halishahar Br, Ctg Kawran Bazar Br, Dhaka Rajshahi Br, Rajshahi Rokeya Sarani Br,
Mercantile Bank Ltd. Islampur Br, Dhaka Gulshan Branch, Dhaka Naya Bazar Br, Dhaka Dhaka
Dhanmondi Br, Dhaka Jessore Br, Jessore Mirpur Branch, Dhaka Imamgonj Br, Dhaka Savar Bazar Br, Dhaka
Kawranbazar Br, Dhaka Joydebpur Br, Gazipur Uttara Branch, Dhaka Savar Bazar Br, Dhaka Uttara Branch, Dhaka
Agrabad Br, Ctg Jatrabari Br, Dhaka Dhanmondi Br, Dhaka Gazipur Chowrasta Br Z.H Sikder Br, Dhaka
Banani Branch, Dhaka. Feni Branch, Feni
Kakrail Branch, Dhaka
Progoti Sharani Br Badda
90
“INTERESTED PERSONS ARE ENTITLED TO A PROSPECTUS, IF THEY SO DESIRE, AND THAT
COPIES OF PROSPECTUS MAY BE OBTAINED FROM THE ISSUER AND THE ISSUE MANAGER”
Deshbandhu Polymer
Limited
APPLICATION FORM
APPLICATION FOR SHARES BY NON-RESIDENT BANGLADESHI (S)
(TO BE SENT DIRECTLY TO THE COMPANY’S CORPORATE OFFICE)
Warning: Please read the instructions at the back of this form. Incorrectly filled applications or failing to
comply with any of the instructions there in, applications may be rejected.
The Managing Director
Deshbandhu Polymer Limited
Mostafa Centre H#59, R#27, Banani, Dhaka - 1213
Dear Sir,
I/we apply for and request you to allot me/us the 500 .number of Shares and I/we agree to accept the
same or any smaller number that may be allotted to me/ us upon the terms of the company’s approved
Prospectus and subject to the Memorandum and Articles of Association of the company. Further, I/we
authorize you to place my/our name(s) on the Register of Members of the company as the holed(s) of…..
Shares allotted to me/us pursuant to this application and credit the said shares to my BO (Beneficiary
Owner) Account and/ or a Crossed (Account Payee only) Cheque in respect of any application money
refundable by post/courier at my/our risk to the first applicant’s address stated below:
1. No. of Shares 500 of Tk 10.00 each.
2. Amount of Tk. (in figure): 5000/- (in words): Five Thousand only Convertible into US Dollar 1.00 =
Tk………, UK Pound Sterling 1.00= Tk………., and Euro 1.00= Tk………………….. drawn on………… Bank
………….. Branch.
3. Depository (B/O) Account
Number
(If you do not mention your valid BO (Beneficiary Owners) account, your application will be
treated as in valid)
4. I/we agree to fully abide by the instruction given herein.
5. Particulars of Applicant(s):
a) Sole/First Applicant
Name:
Father’s / Husband name:
Mother’s name:
Mailing Address:
Occupation: Nationality:
Passport No: Valid up to:
Date of Birth: Telephone No.(If any):
For refund purpose:
Applicant’s Bank A/C No. :
Name of the Bank : Branch:
The applicant shall provide with the same Bank Account number in the application form as it
is in the BO account of the applicant. Otherwise the application will be considered invalid
and the subscription money may be forfeited.
b) Second Applicant
Name:
Father’s / Husband name:
Mother’s name:
Mailing address:
Occupation: Nationality:
Passport No: Valid up to:
Date of Birth: Telephone No. (if any) :
Nominee:
Name:
Mailing address :
6. I/we hereby declare that I/we have read the Prospectus of Deshbandhu Polymer Limited and have
willingly subscribed for 500 no. of shares of Tk 10.00 each.
7. Specimen Signature (s):
Name in Block Letters Signature
Sole/ First Applicant:
Second Applicant :
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Nominee:
Instructions
1. As per provision of the Depository Act, 1999 and regulations made there under shares will only
be issued in dematerialized condition. Please mention your BO (Beneficiary Owner) account number
in the Application Form. If you do not mention your valid BO (Beneficiary Owner) account, your
application will be treated as invalid.
2. All information must be written or typed in block letters in English and must not be abbreviated.
3. An application must not be for less than 500 Ordinary Shares and must be for a multiple of 500
ordinary shares. Any application not meeting this criterion will not be considered for allotment
purpose.
5. An application shall be sent by the applicant directly to the Company by 24 October 2010 so as to
reach the Company by 28 October 2010. Applications sent after 24 October 2010 or received by the
Company after 28 November 2010 will not be considered for allotment purpose.
6. Refund against over-subscription shall be made in the currency in which the value of shares was
paid for by the applicant at the same rate as stated on the application form through Account Payee
cheque payable at Dhaka with bank account number, Bank’s name and Branch as indicated in the
securities application form.
7. In case of over-subscription allotment shall be made by lottery solely in accordance with the
instructions by SEC.
8. Money receipt on clearance of draft or cheque, as the case may be, shall be sent by post to the
applicant by the Company.
9. Joint application by two persons will be acceptable. In such a case, allotment or refund shall be
made by post to the first applicant.
10. Application must be made by an individual, a corporation or company, a trust or a society and not
by a firm, minor or persons of unsound mind.
11. In the case of non-allotment of securities, if the applicants’ bank accounts as mentioned in their
IPO Application Forms are maintained with the Bankers to the Issue, refund amount of those
applicants will be directly credited into the respective bank accounts as mentioned in their IPO
Application Forms. Otherwise, refund will be made only through “Account Payee” cheque(s) with bank
account number and name of bank branch as mentioned in the application payable at Dhaka or
Chittagong, as the case may be.
12. Making of any false statement in the application or supplying of incorrect information therein or
suppressing any relevant information in the application shall make the Application liable to rejection
and subject to forfeiture of application money and / or forfeiture of share (unit) before or after
issuance of the same by the issuer. The said forfeited application money or share (unit) will be
deposited in account specified by the Securities and Exchange Commission (SEC). This may be in
addition to any other penalties as may be provided for by the law.
13. The intending NRB applicants shall deposit share money by US$/UK Pound Sterling/EURO draft
drawn on any Bank and payable in Dhaka, Bangladesh. So that the issuer’s collecting bank can clear
the proceeds and deposit the same into issuer bank’s account in time.
14. The spot buying rate (TT Clean) in US Dollar, UK Pound Sterling and EURO of Sonali Bank at the
day of subscription opening will be applicable for the Non Resident Bangladeshi (NRB) applicants.
15. The applicant shall furnish photocopies of relevant pages of valid passports in
support of his/her being a NRB, dual citizenship or of the foreign passport bearing an
endorsement from the concerned Bangladeshi Embassy to the effect that no visa is
required for him / her to travel to Bangladesh.
16. In case of joint NRB application joint applicant shall also submit supporting papers /documents in
support of their being a NRB as mentioned in para-15 (above).
17. An applicant cannot submit more than two applications, one in his/her own name and another
jointly with another person. In case an applicant makes more than two applications, all applications
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will be treated as invalid and will not be considered for allotment purpose. In addition, whole or part of
application money may be forfeited by the Commission.
18. No sale of securities shall be made nor shall any money be taken from any person, in
connection with such sale until twenty five days after the prospectus have been
published.
THE NRB APPLICATION ALONG WITH THE FOREIGN CURRENCY DRAFT, AS ABOVE, IS TO BE
SUBMITTED TO THE COMPANY’S HEAD OFFICE DIRECTLY WITHIN THE STIPULATED TIME
MENTIONED IN PARA 5.
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