Draft Prospectus of Amulet Pharmaceuticals Ltd.

Transcription

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“Investment in capital market involves certain degree of risks. The investors are required to read the
prospectus and risk factors carefully, assess their own financial conditions and risk taking ability before
making their investment decisions.”
PUBLIC OFFER
FFER OF 15,000,000 ORDINARY SHARES
ARES
ISSUE DATE OF THE PROSPECTUS: [●]
OFFER PRICE TK.10.00 EACH AT PAR, TOTAL SIZE OF FUND TO BE RAISED TK.150,000,000.00
TK.1
Opening and Closing date of Subscription
Opening date of subscription: [●]
Closing date of subscription: [●]
PROSPECTUS
NAME OF THE ISSUER
AMULET PHARMACEUTICA
PHARMACEUTICALS LTD.
MANAGER
MANAGERS TO THE ISSUE
BANCO FINANCE AND INVESTMENT LIMITED
AND
ICB CAPITAL MANAGEMENT LIMITED
A Subsidiary of ICB
1
PRELIMINARY INFORMATION AND DECLARATIONS:
“If you have any query about this document, you may consult the issuer, issue manager and underwriter”
“A person interested to get a prospectus may obtain from the issuer and the issue manager(s).”
Name & Address
Issuer Company:
Amulet Pharmaceuticals Ltd.
Ch 72/1/B, Moddha Badda,
Holland Centre,(6thFloor), Progoti
Sarani, Dhaka-1212, Bangladesh
Issue Managers:
Banco Finance And Investment Limited
Baitul View Tower (11th Floor)
56/1, Purana Paltan, Dhaka-1000
ICB Capital Management Limited
Green City Edge (5th & 6th Floor)
89, Kakrail, Dhaka-1000, Bangladesh
Underwriters:
AIBL Capital Management Limited
Peoples Insurance Bhaban (7th Floor)
36, Dilkusha C/A, Dhaka-1000
Janata Capital and Investment Limited
48, Motijheel (3rdFloor), Dhaka-1000
Southeast Bank Capital Services Ltd
Eunoos Center (Level 9)
52-53 Dilkusha C/A, Dhaka-1000
Auditor:
Zoha Zaman Kabir Rashid & Co.
Chartered Accountants
Rupayan Karim Tower,
Level -7, Suite-7A, 80, Kakrail,
Dhaka-1000, Bangladesh.
Contact Person
Telephone & Fax
Web Address & E-mail
Abu Zafar Enayet Rasul
Managing Director
Tel: 02-9862647
Tel: 02-9862657
Fax: 02-8851876
Website: www.amuletpharmaceuticals.com
E-mail:[email protected]
Mohammad Hamdul Islam
Managing Director & CEO
Tel: 02-7125703
Tel: 02-7125910
Fax: 02-7125634
Website: www.bfilbd.org
E-mail: [email protected]
Nasrin Sultana
Chief Executive Officer
Md. Golam Sarwar Bhuiyan
Dina Ahsan
Chief Executive
Muhammad Shahjahan
Managing Director (CC)
Md. Iqbal hossain FCA
Partner,Zoha Zaman Kabir
Rashid & Co.
Tel: 02-8300555
Fax: 02-8300396
Tel: 02-9560198
Tel: 02-9568007
Tel: 02-7123255-7
Fax: 02-9569351
Tel: 02-7114374
Tel: 02-7114375
Fax: 02-7110496
Tel: 02-9574171-5
Fax: 02-9574169
Tel: 02-9339725
Tel: 02-9339732
Fax: 02-8313128
Website:icml.com.bd
Website:www.al-arafahbank.com
Website:www.jcil-bd.com
Website:www.southeastbank.com.bd
Website:www.zzkrca.com
“CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE/OFFER OF
THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE SECURITIES AND EXCHANGE
COMMISSION (PUBLIC ISSUE) RULES, 2015. IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS CONSENT THE
COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE ISSUER COMPANY, ANY OF
ITS PROJECTS OR THE ISSUE PRICE OF ITS SECURITIES OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR
OPINION EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORS, CHIEF
EXECUTIVE OFFICER, MANAGING DIRECTOR, CHIEF FINANCIAL OFFICER, COMPANY SECRETARY, ISSUE MANAGER, ISSUE
MANAGER’S CHIEF EXECUTIVE OFFICER, UNDERWRITERS, AUDITORS(S), VALUER AND/OR CREDIT RATING COMPANY (IF
ANY).”
“This being the first issue of the issuer, there has been no formal market for the securities of the issuer. The face value of the
securities is Tk. 10.00 (ten) and the issue price is Tk. 10.00, ‘One times’ of the face value. The issue price has been determined
and justified by the issuer and the issue manager/bidding by the eligible investors as stated under the paragraph on “Justification
of Issue Price” should not be taken to be indicative of the market price of the securities after listing. No assurance can be given
regarding an active or sustained trading of the securities or the price after listing.”
“Investment in securities involves a degree of risk and investors should not invest any funds in this offer unless they can afford to
take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision
in this offer. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including
the risks involved. The securities have not been recommended by the Bangladesh Securities and Exchange Commission (BSEC) nor
does BSEC guarantee the accuracy or adequacy of this document. Specific attention of investors to the statement of ‘risk factors’
given on page number(s) 77-82”
“The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this prospectus contains all
material information with regard to the issuer and the issue, that the information contained in the prospectus are true, fair and
correct in all material aspects and are not misleading in any respect, that the opinions and intentions expressed herein are
honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information
or the expression of any such opinions or intentions misleading in any material respect.”
2
AVAILABILITY OF PROSPECTUS
i) The Prospectus and abridged version of prospectus of APL in hard and soft forms of the Company shall be obtained
from the following addresses:
Name & Address
Contact Person
Issuer Company:
Ch 72/1/B, Moddha Badda,
Holland Centre,(6th floor), Progoti
Sarani, Dhaka 1212, Bangladesh
Telephone & Fax
Web Address & E-mail
Managing Director
Tel: 02-9862647
Tel: 02-9862657
Fax: 02-8851876
Website: www.amuletpharmaceuticals.com
56/1, Purana Paltan, Dhaka-1000
Tel: 02-7125703
Tel: 02-7125910
Fax: 02-7125634
Website: www.bfilbd.org
Nasrin Sultana
Tel:02-8300555
Fax:02-8300396
Website: icml.com.bd
Md. Golam Sarwar Bhuiyan
Tel: 02-9560198
Tel: 02-9568007
Tel: 02-7123255-7
Fax: 02-9569351
Issue Managers:
Underwriters:
48, Motijheel (3rd floor), Dhaka-1000
Dina Ahsan
Chief Executive
Southeast Bank Capital Services Ltd
Tel: 02-7114374
Tel: 02-7114375
Fax: 02-7110496
Muhammad Shahjahan
Managing Director (CC)
Tel: 02-9574171-5
Fax: 02-9574169
Website: www.southeastbank.com.bd
Dhaka Stock Exchange Limited (DSE)
9/F, Motijheel C/A, Dhaka-1000
DSE Library
Tel: 02-9564601-7
Tel: 02-9666944-8
Fax: 02-9564727
Web:www.dsebd.org
Chittagong Stock Exchange Limited (CSE)
CSE Building, 1080, Sk. Mujib Road, Agrabad C/A,
Chittagong-4000
CSE Library
Tel: 31-714632-3
Tel: 31-720871-3
Fax: 31-714101
Web:www.cse.com.bd
N/A
Tel: 02-9568101-2
Tel: 02-9561525
Fax: 02-9563721
Web: www.sec.gov.bd
Stock Exchanges:
Commission:
Bangladesh Securitiesand Exchange Commission
Jiban Bima Tower (14th, 15th, 16th & 20th Floor). 10,
Dilkusha C/A, Dhaka 1000, Bangladesh.
ii) Names and dates of the newspaper where abridged version of Prospectus was published:
Name of the Newspapers
[●]
[●]
[●]
[●]
Date of Publication
[●]
[●]
[●]
[●]
3
DEFINATIONS AND ACRONYMS/ELABORATIONS
A
AGM
Annual General Meeting
APL
Allotment
B
Allotment of Shares
BAS
Bangladesh Accounting Standards
BDT
Bangladeshi Taka
BB
BFIL
BO
BoI
BSEC
C
Bangladesh Bank
Beneficiary Owner’s Account
Board of Investment
Bangladesh Securities And Exchange Commission
M
MW
Megawatt
MP
Market Price
MD
N
NAV
Net Asset Value
NRB
Non Resident Bangladeshi
NBR
NBFI
O
Offering Price
P
CDBL
Central Depository Bangladesh Limited
CFO
Chief Financial Officer
R
Credit Information Bureau
BREB
CEO
Certificate
CIB
Commission
Companies
Act
CSE
D
DSE
E
EPS
Exchanges
F
FC Account
FI
G
GOB
I
ICAB
IPO
L
LC
Share Certificate
Bangladesh Securities And Exchange Commission
Companies Act, 1994 (Act. No. XVIII of 1994)
Chittagong Stock Exchange Limited
Dhaka Stock Exchange Limited
Earnings Per Share
Stock Exchanges
Foreign Currency Account
Financial Institution
The Government of People’s Republic of Bangladesh
The Institute of Chartered Accountants of Bangladesh
Initial Public Offering
Letter of Credit
Managing Director
PE
National Board of Revenue
Non-Bank Financial Institution
Price of the Securities of APL
Price to Earnings
RJSC
Registrar of Joint Stock Companies and Firms
R&D
Research and Development
S
Bangladesh Rural Electrification Board
Sponsors
The Sponsor Shareholders of APL
SND A/C
Short Notice Deposit Account
STD A/C
Stockholders
Subscription
Securities
T
Short Term Deposit Account
Shareholders
Application Money
Share of Amulet Pharmaceuticals Ltd.
The Company
Tk.
Taka
TIN
U
USD
V
VAT
W
WPPF
Tax Identification Number
United States Dollar
Value Added Tax
Workers' Profit Participation Fund
4
Chapter No.
CHAPTER I
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
CHAPTER II
CHAPTER III
CHAPTER IV
CHAPTER V
CHAPTER VI
(a)
(b)
(c)
(d)
(e)
(f)
CHAPTER VII
(a)
(b)
(c)
(d)
(e)
(f)
CHAPTER VIII
CHAPTER IX
CHAPTER X
CHAPTER XI
CHAPTER XII
CHAPTER XIII
CHAPTER XIV
CHAPTER XV
CHAPTER XVI
CHAPTER XVII
CHAPTER XVIII
CHAPTER XIX
CHAPTER XX
CHAPTER XXI
CHAPTER XXII
CHAPTER XXIII
CHAPTER XXIV
CHAPTER XXV
CHAPTER XXVI
CHAPTER XXVII
CHAPTER XXIX
TABLE OF CONTENTS
Particulars
EXECUTIVE SUMMARY
About the industry
About the Issuer
Financial Information
Features of the issue and its objects
Legal and Other Information
Promoters’ background
Capital structure and history of capital raising
Summary of Valuation Report of Securities
CONDITIONS IMPOSED BY THE COMMISSION IN THE CONSENT LETTER
DECLARATION AND DUE DILIGENCE CERTIFICATES
Declaration about the responsibility of the Director(s), including the CEO of
Amulet Pharmaceuticals Ltd. in respect of Prospectus
Due Diligence Certificate of the Managers to the Issue
Due Diligence Certificate of the Underwriter(s)
ABOUT THE ISSUER
CORPORATE DIRECTORY OF THE ISSUER
DESCRIPTION OF THE ISSUER
Summary
General Information
Capital Structure
Description of Business
Description of Property
Plan of Operation and Discussion of Financial Condition
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
Overview of business and strategies
SWOT Analysis
Analysis of the financial statements of last five years
Known trends demands, commitments, events or uncertainties
Trends or expected fluctuations in liquidity
Off-balance sheet arrangements
DIRECTORS AND OFFICERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
EXECUTIVE COMPENSATION
OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES
TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE
MEMORANDUM
OWNERSHIP OF THE COMPANY’S SECURITIES
CORPORATE GOVERNANCE
VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGER
DEBT SECURITIES
PARTIES INVOLVED AND THEIR RESPONSIBILITIES
MATERIAL CONTRACTS
OUTSTANDING LITIGATIONS, FINE OR PENALTY
RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE RISKS
DESCRIPTION OF THE ISSUE
USE OF PROCEEDS
LOCK-IN
MARKETS FOR THE SECURITIES BEING OFFERED
DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED
FINANCIAL STATEMENTS
PUBLIC ISSUE APPLICATION PROCEDURE
MANAGEMENT DISCLOSURES
Page No.
06-09
06
06
07
07
07
07-08
09
09
09-09
10-15
10
11-12
13-15
16-17
17-17
18-49
18-19
19-21
22-25
26-33
33-42
42-49
49-54
49-52
52-53
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54-61
61-61
62-62
62-62
63-63
63-66
66-72
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74-74
74-76
76-76
77-82
83-83
84-86
87-88
88-89
89-89
90-130
131-135
136-136
5
CHAPTERI: EXECUTIVE SUMMARY
(A) ABOUT THE INDUSTRY:
Pharmaceutical is the core of Bangladesh’s Healthcare sector and serves as one of the most important manufacturing
industry. With a history since 1950s, the industry has now turned one of the most successful pharmaceuticals
manufacturing industry among the developing countries. Presently, the industry meets 97% of local demand and
exports to more than 80 countries.
In the year 2014, Bangladesh pharmaceuticals market size was Tk. 10,600 crore with a growth percentage 8.48. For
the year ended 31December 2015, APL's domestic sales were Tk. 38.81 crore. In the year 2015 Bangladesh
pharmaceuticals market size was Tk. 12,000 crore. Insiders of the industry apprehend that by the year 2020
Bangladesh pharmaceuticals market size will be Tk. 20,000 crore. They also apprehend that pharmaceuticals products
are going to be added into the Bangladesh export basket in a big way within couple of years.
Pharmaceutical Industry of Bangladesh has come a long way in the past four decades and has already established
itself in domestic as well as international market. The industry contributes about 1% of the total GDP and the second
largest industry in terms of contribution to government’s exchequer. Bangladesh pharmaceutical industry is now
heading towards self–sufficiency in meeting local demand. There are more than 437 registered small, medium, large
scale, local and multinational companies operating in the country producing around 97% of the total internal demand.
The remaining 3% basically constitute import of much-specialized products like vaccines, anti-cancer products and
hormone drugs.
Bangladesh pharmaceuticals industry is enjoying good number of macroeconomic factors as competitive advantages
like favorable government policy, comfortable size of local market for 16 crore populations, cheap labor, available
technological know-how, low power costs, low costs white-collar labor etc. Population growth rate, growing income
level of people and increase in modern health-care facilities, health awareness of the mass people, contract
manufacturing service and export of pharmaceutical products are major drivers for future growth in pharmaceuticals
market in Bangladesh.
(B) ABOUT THE ISSUER:
Amulet Pharmaceuticals Ltd. (APL) is one of the growing pharmaceutical companies in Bangladesh with it’s
headquarter in Dhaka. It has been developing, manufacturing, selling and distributing pharmaceutical products
throughout Bangladesh, a country with 160 million people. Amulet has enabled people of all income categories to live
their lives to the fullest.
As an integrated healthcare solutions provider the company's product basket covers different therapeutic areas that
includes gastro-intestinal, analgesics, hematinic, anti-infective and antibiotics, respiratory agents and non-steroidal
anti-inflammatory drugs. The company is committed to providing high quality, appropriately priced products to its
customers, supports doctors and consultants with detailed information on their product range and provides
dedicated customer service. Amulet Pharmaceuticals Ltd. has a dedicated and competent workforce with exceptional
expertise and talent in the field of pharmaceutical products employed in the factory, office and the sales force. Near
future APL is going to introduce Herbal Section (Herbal Products) and Ophthalmic Section (Eye Ointment).
APL has modernized and refurnished its facilities upgraded internal technology & management and attained the
capability to manufacture quality finished medicine. APL does not believe in low pricing because low price means low
quality.
Name of the Company
Registered Office
Factory Office
Core Area of Business
Legal Status
Date of Incorporation
COMPANY AT A GLANCE
th
Cha-72/1-B, Moddha Badda (6 Floor), Holland Center,
Progoti Sharani, Dhaka-1212
Amulet Complex, Singdighi, Maona, Sreepur, Gazipur, Bangladesh.
Manufacturing and marketing of quality medicine.
Public CompanyLimited by shares
August 11, 1985
6
(C) FINANCIAL INFORMATION:
Major financial information of Amulet Pharmaceuticals Ltd. (APL) is as follows.
Particulars
Turnover
Gross Profit/(Loss)
Net Profit before tax
Net Profit after tax
Total Assets
Share Capital
Retained Earnings
No. of Shares
Face Value
NAV per Share
Earnings per Share
Dec 31, 2015
213,031,638
88,413,757
53,742,211
33,847,344
803,291,603
353,500,000
179,518,197
35,350,000
10.00
15.08
0.96
June 30, 2015
388,157,162
161,183,417
93,527,975
54,827,794
743,182,149
353,500,000
145,670,853
35,350,000
10.00
14.12
4.41
June 30, 2014
294,467,820
114,087,046
53,458,450
33,176,306
454,924,859
100,000,000
90,843,059
10,000,000
10.00
19.08
182.92
June 30, 2013
212,055,360
81,858,655
28,215,964
16,018,461
243,820,094
1,000,000
57,666,753
10,000
100.00
5,866.68
1,601.85
As Per Audited Financial Statements
June 30, 2012
140,576,835
53,161,819
19,762,446
10,714,309
200,427,543
1,000,000
41,648,292
10,0000
100.00
4,264.83
1,071.43
June 30, 2011
69,078,920
25,080,303
12,484,720
6,533,981
137,791,624
1,000,000
30,933,983
10,000
100.00
3,193.40
653.40
(D) FEATURES OF THE ISSUE AND ITS OBJECTS:
Amulet Pharmaceuticals Ltd. is engaged in to produce quality medicine. The Company intends to issue 15,000,000
ordinary shares of Tk. 10.00 each at par through Initial public offering (IPO) totaling to Tk. 150,000,000.00 subject to
regulatory approvals. Net Proceeds from initial public offering (IPO) will be used for expansion of business activities,
repayment of high interest- bearing loan and purchase of plant &machinery.
(E) LEGAL AND OTHER INFORMATION:
Amulet Pharmaceuticals Ltd. (APL) was incorporated as a private limited company on August 11, 1985 having a Vide
Registration No. C-14612 and subsequently converted into a public limited company on July24, 2014 with Register of
Joint Stock Companies and Firms (RJSC) in Bangladesh under the Companies Act, 1994. The company has other legal
licenses like Import Registration Certificate, BAPI Membership Certificate, Trade License, Fire License, Certificate of
Insurance and Environment Certificate.
(F) PROMOTERS’ BACKGROUND:
MR. ABU SAEED SHAUKAT AHMED
Chairman, Amulet Pharmaceuticals Ltd
Abu Saeed Shaukat Ahmed is an engineer by profession and works as a Senior Project Manager in the U.K. He is also an
experienced businessman. He is the Chairman of Action for Business Ltd. which owns and runs Carlisle Business Centre,
Bradford, UK. In Bangladesh, he is involved with Suman Fashions Garments Ltd. and Bichitra Garments Ltd.
He was the founder Chairman of Manningham Housing Association Ltd. He was also an elected member of Bradford
Metropolitan Council for 8 years when he held several committee and British Labour Party positions. In 2008, he was
made a member of the Order of the British Empire (MBE) by Queen Elizabeth II in recognition of his services to British
communities and the country.
Shaukat Ahmed studied at Faujdarhat Cadet College, Chittagong and Notre Dame College, Dhaka. He graduated in
Electrical & Electronic Engineering from University of Leeds, UK. He was born in Sylhet district. He is a well-traveled
man and visited many countries in the world for business purposes.
ABU ZAFAR ENAYET RASUL
Managing Director, Amulet Pharmaceuticals Ltd
Mr. Rasul is a civil engineer and studied abroad in UK and Holland to pursue of his studies. He has vast experience in
working several engineering projects while working with Danish Hydraulic Institute.
He has been one of the sponsor shareholders of Suman Fashion Garments Ltd. since its inception. Suman Fashion
Garments Ltd. is in business of manufacturing and exporting ready-made garments since 1988. He has attended a
training course in Tokyo, Japan on top management of corporate business in 2009. He also attended several seminar
and workshop relating to business and engineering. He is also a Director of Bichitra Garments Ltd. Mr. Rasul is also a
sponsor shareholder of Baraka Power Limited, an IPP (Independent Power Producing) company. BPL has its first project
a 51MW gas generator based power producing unit at Fenchugonj and listed with both DSE and CSE.
A Z Enayet Rasul studied at Mirzapur Cadet College, Tangail and Notre Dame College, Dhaka. He completed his
graduate in civil engineering from University of Leeds, UK and M.Sc. in Hydroinformatics from Institute of Hydraulic and
Environment Engineering, Delft, Holland. Mr. Rasul traveled many countries of the world for business purposes like UK,
France, Germany, Sweden, Malaysia, Hong Kong, Thailand, China, Italy, Singapur, Denmark, Holland, India, Switzerland
etc.
7
MR. ABDUL MANNAN
Director, Amulet Pharmaceuticals Ltd
Mr. Mannan pursued his school studies in England and later he came back to Bangladesh and completed his education
of B.A. He is very conversant both in Bangla and English.
He has been one of the sponsor shareholders of Suman Fashion Garments Ltd. since its inception. Mr. Mannan is also
involved in the business of travels in Dhaka. He is also a shareholder of Jonaki Travels Ltd., office located in Motijheel
and another in Sylhet. Jonaki Travels is in the business of ticketing and arranging travel packages since 1980. Mr.
Mannan joined the company in 1998. He is also a sponsor shareholder of Baraka Power Limited. Mr. Mannan
successfully maintains good amount of portfolio business in DSE and CSE market. He is also the Director of Bichitra
Garments Ltd., Baraka Apparels Limited and Fusion Holdings (Pvt.) Ltd. He is also well traveled man and visited many
countries of the world for business purposes.
SYED AMIRUL ISLAM
Syed Amirul Islam is a registered pharmacist and received his M. Pharm from Dhaka University in 1985. Later he did his
MBA with major in marketing from the Institute of Business Studies, DIU in 2002. He has served several
pharmaceuticals companies since he finished his M. Pharm.
He served with Square Pharmaceuticals Ltd. after his completed his M. Pharm as Asst. Manager in medical services
department from 1986 till 1997. Later on he joined Somatech Pharmaceuticals Ltd. and worked as Marketing Manager
till 2000. He was then promoted to Marketing Operation Manager when he worked with his dynamic guidance and
ideas to improve the sales of the company. He was successfully marketed the goods of Somatech in the market and
captured a substantial share of the market for Somatech to become one of the 10 companies in Bangladesh.
He was then promoted to Marketing Services Manager till he joined Amulet Pharmaceuticals Ltd. in 2008 as Chief
Executive Officer. He is very much experienced with the pharmaceuticals business and its day to day operations. He
has good amount of knowledge about the pharmaceuticals machineries and production procedures in a
pharmaceuticals factory. He will be an asset for his experience in Sales and Marketing of the products. He is also a
regular faculty on Pharmacy department in different private universities.
M. A. BARI
Mr. Alhaj M. Abdul Bari is a prominent businessman. He started his business career in tourism sector in the early 70's.
Later he started Garments business and also invested in other potential projects such as Medical College & Hospital,
Pharmaceuticals, and Property Business etc. He has other businesses in UK. Mr. Bari is also Director of Baraka Power
Limited, Bichitra Garments Ltd., Royal Homes Ltd., Royal Educare Ltd., Sylhet Women’s Medical College & Hospital and
Jonaki International (Pvt.) Limited. He traveled most of countries of the world for business purposes.
MR. MUHAMMED AHMED ALI
Mr. Muhammed Ahmed Ali a permanent citizen of UK. He completed his graduation and engaged in business in UK. Mr.
Ali has several restaurants in UK and also invested in Bangladesh on garments, powers and medicine sector. He was
born in Sylhet.
MD. A U M MAMUN CHOWDHURY
Independent Director, Amulet Pharmaceuticals Ltd
A U M Mamun Chowdhury obtained his master degree (major in Accounting) from Chittagong University in 1989. He
also completed CC course under the institute of ICAB. He has vast experience in business, finance, auditing, taxation
and corporate management. During his last 24 years of career he has served many public and private organizations in
senior positions. At this moment he is serving in Cidatex Resources Bangladesh Ltd. as General Manager. His well
dedication, valuable experience and sincerity made him a great corporate leader.
MD. MUNSHI MONIRUZZAMAN
Independent Director, Amulet Pharmaceuticals Ltd
Md. Munshi Moniruzzaman was born in 1969 in the district of Narail. He completed his bachelor and master degree in
law from the University of Rajshahi with excellent academic performance. He enrolled himself in the Bangladesh Bar
Council on 08 August, 1994 and in the High Court Division on 09 February, 2001. He is a practicing Advocate since 1994.
During his long path of services has achieved outstanding experience in many areas including the company affairs. He is
also one of the independent directors of Shurwid Industries Limited
8
(G) CAPITAL STRUCTURE AND HISTORY OF CAPITAL RAISING:
The Company intends to issue 15,000,000 ordinary shares of Tk. 10.00 each at par through Initial public offering (IPO)
totaling to Tk. 150,000,000.00 subject to regulatory approvals.
Particulars
Before IPO:
Authorized Capital
Paid up Capital
Total paid up Capital before IPO (A)
After IPO:
To be issued as IPO (B)
Paid up capital (Post IPO) (A+B)
No. of Shares
The Company has raised its paid-up capital in following phases:
Allotment Date
Subscription to the Memorandum & Articles of
Association at the time of Incorporation on 11-08-1985
Issued as on 28 June, 2014
Issued as on 27 May, 2015
Total
Face Value (Tk.)
Amount in BDT
120,000,000
35,350,000
35,350,000
10.00
10.00
10.00
1,200,000,000
353,500,000
353,500,000
15,000,000
50,350,000
10.00
10.00
150,000,000
503,500,000
In cash (Tk.)
1,000,000
99,000,000
253,500,000
353,500,000
Basis
Other than in
cash
-
-
Bonus Share
-
-
Amount in BDT
1,000,000
99,000,000
253,500,000
353,500,000
The Company, however has subdivided the face value of its ordinary share from Taka 100/- to Taka 10/- is by passing
a special resolution in its Extra-Ordinary General Meeting held on April24, 2014 and necessary amendment in capital
clause of the Memorandum of Association and Articles of Association were made accordingly. Hence, the paid up
capital of the Company comes to Tk. 353,500,000/- divided into 35,350,000 ordinary shares of Tk. 10/- each.
(H) SUMMARY OF VALUATION REPORT OF SECURITIES:
Particulars
Method 1: Net Asset Value (NAV) per share
Price based on Net Asset Value per share
Method 2: Historical Earnings based value per share
Earnings based Value per share based on Overall Market P/E
Amount in BDT
15.07
18.39
CHAPTERII: CONDITIONS IMPOSED BY THE COMMISSION IN THE CONSENT LETTER
**Conditions Imposed by the Commission are include after getting consent letter from Bangladesh Securities and
Exchange Commission
9
CHAPTER III: DECLARATION AND DUE DILIGENCE CERTIFICATES
DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS, INCLUDING THE CEO OF
AMULET PHARMACEUTICALS LTD. IN RESPECT OF THE PROSPECTUS
Annexure-A
This prospectus has been prepared, seen and approved by us, and we, individually and collectively, accept full
responsibility for the authenticity, accuracy and adequacy of the statements made, information given in the
prospectus, documents, financial statements, exhibits, annexes, 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
actions against any or all of us as it may deem fit.
We also confirm that full and fair disclosures have been made in this prospectus to enable the investors to make a
well informed decision for investment.
Sd/Abu Saeed Shaukat Ahmed
Chairman
Sd/Abu Zafar Enayet Rasul
Director & Managing Director
Sd/Syed Amirul Islam
Director & CEO
Sd/Abdul Mannan
Director
Sd/M. A. Bari
Director
Sd/Muhammed Ahmed Ali
Director
Sd/Md. A U M Mamun Chowdhury
Independent Director
Sd/Md. Munshi Moniruzzaman
Date: April 20, 2016
10
Annexure-B
DUE DILIGENCE CERTIFICATE BY ISSUE MANAGER(S)
To
The Bangladesh Securities and Exchange Commission
SUB: PUBLIC ISSUE OF 15,000,000 ORDINARY SHARES OF BDT10.00 AT PAR TOTALING BDT150,000,000.00 OF AMULET
PHARMACEUTICALS LIMITED.
Dear Sir,
We, the issue manager(s) to the above-mentioned forthcoming issue, state and confirm as follows:
(1) We have examined all the documents submitted with the application for the above mentioned public issue, visited the premises
of the issuer and interviewed the Chairperson, Directors and key management personnel of the issuer in connection with the
finalization of the prospectus pertaining to the said issue;
(2) On the basis of such examination and the discussions with the directors, officers and auditors of the issuer, 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.
WE CONFIRM THAT:
(a) The prospectus filed with the Commission is in conformity with the documents, materials and papers relevant to the issue;
(b) All the legal requirements relating to the issue as also in the rules, notification, guidelines, instructions, etc. framed/issued by
the Commission, other competent authorities in this behalf and the Government have been duly complied with;
(c) The disclosures made in prospectus are true, fair and adequate to enable the investors to make a well informed decision for
investment in the proposed issue and such disclosures are in accordance with the requirements of the Companies Act, 1994, the
Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 and other applicable laws;
(d) Besides ourselves, all the intermediaries named in the prospectus are registered with the Commission and that till date such
registrations are valid;
(e) We have satisfied ourselves about the capability of the underwriters to fulfill their underwriting commitments;
(f) The proposed activities of the issuer for which the funds are being raised in the present issue fall within the ‘main objects’ listed
in the object clause of the Memorandum of Association or other charter of the issuer and that the activities which have been
carried out till now are valid in terms of the object clause of its Memorandum of Association;
(g) Necessary arrangements have been made to ensure that the moneys to be received pursuant to the issue shall be kept in a
separate bank account and shall be used for the purposes disclosed in the use of proceeds section of the prospectus;
(h) All the applicable disclosures mandated in the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 have
been made in addition to other disclosures which, in our view, are fair and adequate to enable the investor to make a well
informed decision;
(i) We enclose a note explaining how the process of due diligence has been exercised by us in view of the nature of current
business background or the issuer, situation at which the proposed business stands, the risk factors, sponsors experiences etc. We
also confirm that the due diligence related process, documents and approval memos shall be kept in record by us for the next 5
(five) years after the IPO for any further inspection by the Commission;
(j) We enclose a checklist confirming rule-wise compliance with the applicable provisions of the Bangladesh Securities and
Exchange Commission (Public Issue) Rules, 2015 containing details such as the rule number, its text, the status of compliance, page
numbers of the prospectus where the rules has been complied with and our comments, if any;
(k) We also declare that we have managed the public issue of following issuers in the last 05 (five) years:
Sl.
No.
Name of the Issue
01
02
03
No issue has been approved
Sunlife Insurance Company Limited
05
06
07
Familytex (BD) Limited
IFAD Autos Limited
04
Golden Harvest Agro Industries Limited
Place: Dhaka
Issue Year
2010-2011
2011-2012
Issue
Price
2015
10.00
-
2012-2013
25.00
10% B
2013-2014
2014-2015
30.00
7% C, 30% B
10.00
-
Dividend Payment History
2014
N/A
N/A
6% B
10% C
10% B
N/A
-
2013
2012
6% B
10% C, 5%
B
100% B
6% B
-
20% B
-
Sd/Mohammad Hamdul Islam
11
To
The Bangladesh Securities and Exchange Commission
Sub: Public Offer of 15,000,000 Ordinary Shares of Tk.150,000,000.00 by Amulet Pharmaceuticals Ltd.
Dear Sir,
We, the issue manager(s) to the above-mentioned forthcoming issue, state and confirm as follows:
(1) We have examined all the documents submitted with the application for the above mentioned public issue, visited the premises
of the issuer and interviewed the Chairperson, Directors and key management personnel of the issuer in connection with the
finalization of the prospectus pertaining to the said issue;
(2) On the basis of such examination and the discussions with the directors, officers and auditors of the issuer, other agencies,
furnished by the issuer.
WE CONFIRM THAT:
(a) The prospectus filed with the Commission is in conformity with the documents, materials and papers relevant to the issue;
(b) All the legal requirements relating to the issue as also in the rules, notification, guidelines, instructions, etc. framed/issued by
the Commission, other competent authorities in this behalf and the Government have been duly complied with;
(c) The disclosures made in prospectus are true, fair and adequate to enable the investors to make a well informed decision for
investment in the proposed issue and such disclosures are in accordance with the requirements of the Companies Act, 1994, the
Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 and other applicable laws;
(d) Besides ourselves, all the intermediaries named in the prospectus are registered with the Commission and that till date such
registrations are valid;
(e) We have satisfied ourselves about the capability of the underwriters to fulfill their underwriting commitments;
(f) The proposed activities of the issuer for which the funds are being raised in the present issue fall within the ‘main objects’ listed
in the object clause of the Memorandum of Association or other charter of the issuer and that the activities which have been
carried out till now are valid in terms of the object clause of its Memorandum of Association;
(g) Necessary arrangements have been made to ensure that the moneys to be received pursuant to the issue shall be kept in a
separate bank account and shall be used for the purposes disclosed in the use of proceeds section of the prospectus;
(h) All the applicable disclosures mandated in the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 have
been made in addition to other disclosures which, in our view, are fair and adequate to enable the investor to make a well
informed decision;
(i) We enclose a note explaining how the process of due diligence has been exercised by us in view of the nature of current
business background or the issuer, situation at which the proposed business stands, the risk factors, sponsors experiences etc. We
also confirm that the due diligence related process, documents and approval memos shall be kept in record by us for the next 5
(five) years after the IPO for any further inspection by the Commission;
(j) We enclose a checklist confirming rule-wise compliance with the applicable provisions of the Bangladesh Securities and
Exchange Commission (Public Issue) Rules, 2015 containing details such as the rule number, its text, the status of compliance, page
numbers of the prospectus where the rules has been complied with and our comments, if any;
(k) We also declare that we have managed the public issue of following issuers in the last 05 (five) years:
Sl.
1
Issue Month/Year (July to June)
Issue FY
2010-11
Issue Price
N/A
2
GSP Finance Company (Bangladesh) Limited
2011-12
25.00
3
4
5
Bangladesh Shipping Corporation (RPO)
Bangladesh Submarine Cable Company Limited
Orion Pharma Limited
Bengal Windsor Thermoplastics Limited
Apollo Ispat Complex Limited
Shurwid Industries Limited
Saif Powertec Limited
Western Marin Shipward Limited
National Feed Mills Limited
Hamid Fabrics Limited
Place: Dhaka
2012-13
2013-14
2014-15
500.00
35.00
60.00
40.00
22.00
10.00
30.00
35.00
10.00
35.00
N/A
2015- 10% B, 2014-10% C, 2013- 20% C,
15% B, 2012-20% C, 10% B
2014-55% B, 2013- 12% B, 2011- 10% B
2015- 20% B, 2014-20% B, 5% C, 201315% B,
2014- 15% C, 2013- 15% C, 2012- 20% C,
20% B.
2014- 10% B, 2013- 23% C, 2012- 8% B,
14% C
2015- 3% C, 12% B,
2014- 14% B
2014- 15% B
2015- 29% B, 2014- 27% B
2014- 5%C, 10%B
2014- 10%B
2015- 15%C, 5%B,
2014- 10%C, 10%B
Sd/Nasrin Sultana
12
DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER(S)
Annexure-C
To The Bangladesh Securities and Exchange Commission
Sub: Public offer of 15,000,000 Ordinary Shares of Tk. 150,000,000.00 of Amulet Pharmaceuticals Ltd.
Dear Sir,
We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows:
(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, its directors and officers, and other agencies,
furnished by the issuer company.
WE CONFIRM THAT:
(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the
underwriting activities. Our present paid-up capital stands at Tk. 250,00,00,000 (Taka two hundred and fifty crore only) and we
have the capacity to underwrite a total amount of Tk. 1250,00,00,000 (Taka twelve hundred and fifty crore only) as per relevant
legal requirements. We have committed to underwrite for up to Tk. 1,50,00,000 (Taka one crore and fifty lac ) only for the
upcoming issue.
(b) At present, the following underwriting obligations are pending for us:
Sl. No.
Name of the Company
01
Express Insurance Limited
02
IDLC Finance Limited
03
Dhaka Regency Hotel Limited
Total Underwriting Obligations
Underwritten Amount
in BDT
5,73,25,000
3,00,00,000
2,50,00,000
11,23,25,000
(c) 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;
(d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15 (fifteen) days
of calling up thereof by the issuer; and
(e) This underwriting commitment is unequivocal and irrevocable.
For the Underwriter:
Sd/Muhammad Shahjahan
Managing Director
Southeast Bank Capital Services Limited
Date:April 26, 2016
13
Sub: Public offer of 15,000,000 Ordinary Shares of Tk. 150,000,000.00 of Amulet Pharmaceuticals Ltd.
Dear Sir,
WE CONFIRM THAT:
(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the
underwriting activities. Our present paid-up capital stands at Tk. 500,000,000 (Taka Fifty Crore only) and we have the capacity to
underwrite a total amount of Tk. 2,500,000,000 (Taka Two Hundred and Fifty Crore Only) as per relevant legal requirements. We
have committed to underwrite for up to Tk. 22,500,000 (Taka Two Crore Twenty Five Lac Only) for the upcoming issue.
Sl. No.
Name of the Company
01
Alliance Holdings Limited
02
MP Spinning Mills Limited
03
LSI Industries Limited
04
Yeakin Polymer Limited
05
06
MEB Poy Manf. Plant Ltd.
07
Pacific Denims Ltd.
Underwritten Amount
in BDT
46,750,000.00
45,000,000.00
20,000,000.00
21,000,000.00
30,000,000.00
30,000,000.00
37,500,000.00
230,250,000.00
Sd/Md. Golam Sarwar Bhuiyan
Date:April 26, 2016
14
Sub: Public Offer of 1,50,00,000 Ordinary shares of Tk. 10 each totaling to Tk 15,00,00,000 of Amulet Pharmaceuticals Limited .
Dear Sir,
WE CONFIRM THAT:
(a) We are registered with the Bangladesh Securities and Exchange Commission as a Merchant banker and eligible to carry out the
underwriting activities. Our present paid up capital stands at Tk 200 (Two hundred) crore only and we have the capacity to
underwrite a total amount of Tk 1000(One thousand) crore only as per relevant legal requirements. We have committed to
underwrite for up to Tk 1.50 crore (One crore fifty lac) for the upcoming Issue.
Sl.
Name of the Company
No.
01. Fiber Shine Ltd
02. Summit Uttaranchal Power Company Limited
03. Dhaka Regency Hotel and Resort Ltd
04. Mohammad Elias Brothers poy manufacturing plant Limited
05. Bangladesh Commerce Bank Limited
06. MYMCO Jute Mills (Composite) Ltd
07. Rupsha Fish & allied industries Ltd
08
MP Spinning mills Ltd
Underwritten Amount
in BDT
30,000,000
100,000,000
25,000,000
10,000,000
137,500,000
30,000,000
30,000,000
30,000,000
392,500,000
Sd/Dina Ahsan
Chief Executive
Date:April 26, 2016
15
CHAPTERIV: ABOUT THE ISSUER
(a) Name of the issuer, dates of incorporation and commencement of its commercial operations, its logo, addresses
of its registeredoffice, other offices and plants, telephone number, fax number,contact person, website address
and e-mail address;
Particulars
Name of the Issuer
Date of incorporation
Date of Commencement of
commercial operations
:
:
:
Company Logo
:
Registered office
Factory office
Telephone Number
Fax Number
Contact Person
Website Address
E-mail Address
:
:
:
:
:
:
:
Description
August 11, 1985
1986, in new premises November 01, 2011
Cha-72/1-B, Moddha Badda (6 floor), Holland Center, Progoti sharani, Dhaka-1212
02-9862647, 02-9862657
02-8851876
www.amuletpharmaceuticals.com
[email protected]
th
(b) The names of the sponsors and directors of the issuer;
Sl. No.
1
2
3
4
5
6
Name of the Sponsors
A.K.M. Saleh Uddin
Mr. M.A. Hamid
Mr. M.A. Qayum
Mr. M.A. Matin
A.K.M Anwarul Islam
Mr. Mamunur Rashid
Sl. No.
1
2
3
4
5
6
7
8
Name of the Directors
Mr. Abu Saeed Shaukat Ahmed
Mr. Abu Zafar Enayet Rasul
Mr. Abdul Mannan
Mr. Syed Amirul Islam
Mr. M. A. Bari
Muhammed Ahmed Ali
Md. A U M Mamun Chowdhury
Md. Munshi Moniruzzaman
(c) The name, logo and address of the auditors and registrar to the issue, along with their telephone numbers, fax
numbers, contact persons, website and e-mail addresses;
Particulars
Name
:
Logo
:
Address
Telephone Number
Fax Number
Contact Person
Website address
E-mail Address
:
:
:
:
:
:
Description
Rupayan Karim Tower, Level -7, Suite-7A, 80, Kakrail, Dhaka-1000, Bangladesh.
02-9339725, 02-9339732
02-8313128
Md. IqbalHossain FCA
www.zzkrca.com
[email protected]
16
(d) The name(s) of the stock exchanges where the specified securities are proposed to be listed.
DHAKA STOCK EXCHANGE LIMITED
9/F Motijheel C/A, Dhaka 1000.
and
CHITTAGONG STOCK EXCHANGE LTD.
CSE Building, 1080, Sheikh MujibRoad, Chittagong 4100.
CHAPTER V:: CORPORATE DIRECTORY OF THE ISSUER
Particulars
Name of the Issuer
Registered office
Factory office
:
:
:
Auditor
:
Managers to the Issue
Company Secretary
Legal Advisor
Tax Consultant
:
:
:
:
Description
th
Cha-72/1
72/1-B, Moddha Badda (6 floor), Holland Center, Progoti sharani, Dhaka-1212
Dhaka
Rupayan Karim Tower, Level -7, Suite-7A, 80, Kakrail,
Dhaka-1000,
1000, Bangladesh.
th
Baitul View Tower (11 Floor), 56/1,
Purana Paltan
Paltan, Dhaka-1000
89, Kakrail, Dhaka
Dhaka-1000, Bangladesh
Munshi Abu Naim ACS
Fakir Abu Hasan Mohammad Yousuf
Fakir Abu Hasan Mohammad Yousuf
All investors are hereby informed that Mr. Munshi Abu Naim ACS, Company Secretary, would be designated as
Compliance Officer who will monitor the compliance of the acts, 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
ompany so as to promote the interest of the investors in the security issued by the
Company, and for redressing investors’ grievances.
17
CHAPTER VI: DESCRIPTION OF THE ISSUER
(A) SUMMARY
(i) The summary of the industry and business environment of the Issuer:
The project was setting up a pharmaceutical industry is envisaged by a group of qualified entrepreneurs with a view
to extend its present pattern of business in the field of medicine. It will provide services to the needy people with
minimum prices so that poor and destitute will be able to procure medicine. The promoters are well-renounced
educated and highly experienced entrepreneurs. Having been a successful business group in Garments
Manufacturing and Exporting sector, tourism sector and electricity generation business this group of entrepreneurs
plan to diversify business and decided to go for Pharmaceutical sector by setting up a medicine manufacturing unit. It
is expected that they will be able to run the project successfully.
Having decided to establish a pharmaceutical industry basically two options were looked for. Option 1 is to buy an
existing pharmaceuticals factory and renovate it to a desirable level of standard to satisfy GMP (Good Manufacturing
Practice) compliance. Option 2 was to construct a new GMP compliant factory in Maona, Sreepur, Gazipur and apply
for manufacturing license from the Directorate of Drugs, Government of Bangladesh.
In pursing these two options a mixed option became available and the company decided to for that. This mixed
option was to buy a company with their license of manufacturing Non-Biological Medicine but the production facility
was very poor and not worthy to work on it. In future an up-to-date manufacturing facility needs to be constructed.
So it was decided to buy the company with the license and build a new manufacturing facility on company’s own land
at Maona, Sreepur, Gazipur. The Company that was bought called Healing Pharmaceuticals Ltd. Its office cum factory
was at Kadamtali, Bashabo, Dhaka. Shares of Healing Pharmaceuticals Ltd. were transferred to new shareholders and
registered by RJSC on 2008.
After completing the process of share transfers and duly registered by RJSC, an application was made to Directorate
of Drugs Administration, Government of Bangladesh on 02 March, 2008 for the followings:
1) Approval of the change of shareholders of Healing Pharmaceuticals Ltd.;
2) Acceptance of the change of the name of the company from Healing Pharmaceuticals Ltd. to Amulet
Pharmaceuticals Limited;
3) Permission to relocate the manufacturing facility from Kadamtola Basabo to Maona, Sreeepur, Gazipur;
4) Grant of a period of 2 years to construct a factory facility and decoration of the same;
5) Approval of a Biological License in addition to the existing the Non-Biological license.
An approval was received from the Directorate of Drug Administration on 13 April, 2009 of the followings:
1) Approval of the share transfer of Healing Pharmaceuticals Ltd.;
2) Approval of change of the company Name from Healing to Amulet Pharmaceuticals Ltd.;
3) Relocation and grant of one year time for construction of a new manufacturing facility at Maona, Sreepur,
Gazipur in according to the GMP compliances.
This new facility was ready for inspection by the Directorate of Drugs Administration to grant Amulet with a Biological
manufacturing license in addition to the existing Non-Biological license. Subsequently the factory and the facility was
inspected by the Directorate of Drug Administration on 10 June, 2011 and the Biological Manufacturing license in
addition to the renewal of existing Non-biological license was granted On 24 October, 2011. Finally production at this
new manufacturing facility of Amulet Pharmaceuticals at Maona, Sreepur, Gazipur started on 01 November, 2011.
Since then slowly all products of Amulet Pharmaceuticals Ltd are being produced in this new GMP compliant
manufacturing facility.
Name of the Company
Registered Office
Factory Office
Core Area of Business
Legal Status
COMPANY AT A GLANCE
Cha-72/1-B, Moddha Badda (6thFloor), Holland Center, Progoti Sharani, Dhaka-1212
Manufacturing and marketing of quality medicine.
Public CompanyLimited by shares
August 11, 1985
HIGHLIGHTS OF THE COMPANY
Date of incorporation as Private Limited Company
Commencement of commercial operation
Conversion date from Private Limited Company to Public Limited Company
Date of change of denomination of face value of share from Tk. 100 to Tk. 10
August11, 1985
1986, in new premises November 01, 2011.
July 24, 2014
April 24, 2014
18
(ii) Summary of consolidated financial, operating and other information.
Particulars
Turnover
Gross Profit/(Loss)
Total Assets
Share Capital
Retained Earnings
No. of Shares
Face Value
NAV per Share
Earnings per Share
Dec 31, 2015
213,031,638
88,413,757
53,742,211
33,847,344
803,291,603
353,500,000
179,518,197
35,350,000
10.00
15.08
0.96
June 30, 2015
388,157,162
161,183,417
93,527,975
54,827,794
743,182,149
353,500,000
145,670,853
35,350,000
10.00
14.12
4.41
June 30, 2014
294,467,820
114,087,046
53,458,450
33,176,306
454,924,859
100,000,000
90,843,059
10,000,000
10.00
19.08
182.92
June 30, 2013
212,055,360
81,858,655
28,215,964
16,018,461
243,820,094
1,000,000
57,666,753
10,000
100.00
5,866.68
1,601.85
June 30, 2012
140,576,835
53,161,819
19,762,446
10,714,309
200,427,543
1,000,000
41,648,292
10,0000
100.00
4,264.83
1,071.43
June 30, 2011
69,078,920
25,080,303
12,484,720
6,533,981
137,791,624
1,000,000
30,933,983
10,000
100.00
3,193.40
653.40
(B) GENERAL INFORMATION:
(i) Name and address, telephone and fax numbers of the registered office, corporate head office, other offices,
factory, business premises and outlets of the issuer:
Name
Address
Registered office
Telephone Numbers
Fax Numbers
Name
Address
Telephone Numbers
Fax Numbers
Factory office
th
Cha-72/1-B, Moddha Badda (6 floor), Holland Center, Progoti sharani, Dhaka1212
02-9862647, 02-9862657
02-8851876
01726058149
N/A
Other office (Sales Centers/Dispatch Outlets)
Name of Companies
Sales Center
Address
Telephone
Numbers
Dhaka Sales Center
Cha/72/1/B,Holland Center (6th Floor) Moddha Badda,Progati Sarani,Dhaka-1212
Comilla Sales Center
West Bagicha, Train Station, Comilla.
01948662667
N/A
Mymensingh Sales Center
Holding No . 95/3, Bhatikashor, Mymensingh.
01858297953
N/A
Sylhet Sales Center
Amborkhana, Sylhet.
01716765777
N/A
Rangpur Sales Center
Station Road Rangpur.
01866748966
N/A
Kustia Sales Center
N. S. Road, Kushtia.
01935646093
N/A
Chittagong Sales Center
Bogra Sales Center
Barisal Sales Center
Rajshahi Sales Center
Maizdi Sales Center
Nasirabad, Chittagong.
Ward No. 95/3-Holding No. 4444/467-Ground Floor, Jalasharitola, Bogra.
Ali Hossain Mansion, Bangla Bazar, Barisal.
Mithur More Laxmipur, Rajshahi.
Maizdee Court, Maizdee.
(ii) The board of directors of the issuer:
Sl. No.
1
2
3
4
5
6
7
8
Name of the Board of Directors
Mr. Abdul Mannan
Mr. M. A. Bari
Mr. Muhammed Ahmed Ali
0172786966
Fax
numbers
01714826532
01680746323
01747135084
01735361877
01811315285
N/A
N/A
N/A
N/A
N/A
N/A
Designation
Chairman
Managing Director
Director
Director
Director
Director
19
(iii) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the chairman, managing director,
whole time directors, etc. of the issuer:
Sl. No.
Name
Designation
Address
Telephone, fax numbers & E-mail address
Chairman
Cha-72/1-B, Moddha Badda, (6 floor),
Holland Center, Progoti sharani, Dhaka-1212
Managing Director
Cha-72/1-B, Moddha Badda, (6th floor),
th
1
2
3
Mr. Abdul Mannan
Director
4
Director
5
Mr. M. A. Bari
Director
Cha-72/1-B, Moddha Badda, (6 floor),
6
Mr. Muhammed Ahmed Ali
Director
7
Independent
Director
8
Independent
Director
th
Tel:02-9862647, 02-9862657
Fax: 02-8851876
Tel:02-9862647, 02-9862657
Fax: 02-8851876
Tel:02-9862647, 02-9862657
Fax: 02-8851876
Tel:02-9862647, 02-9862657
Fax: 02-8851876
Tel:02-9862647, 02-9862657
Fax: 02-8851876
Tel:02-9862647, 02-9862657
Fax: 02-8851876
Tel:02-9862647, 02-9862657
Fax: 02-8851876
Tel:02-9862647, 02-9862657
Fax: 02-8851876
(iv) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the CFO, company secretary, legal
advisor, auditors and compliance officer;
Sl. No.
Name
Position
Address
1
Kazi Mahmudul Hasan
CFO
2
Munshi Abu Naim ACS
3
Fakir Abu Hasan Mohammad
Yousuf
Company Secretary
&
Compliance Officer
4
Legal advisor
Cha-72/1-B, ModdhaBadda, (6th floor),
Holland Center, Progotisharani, Dhaka-1212
Chartered
Accountants
Rupayan Karim Tower, Level -7, Suite-7A, 80,
Kakrail, Dhaka-1000, Bangladesh.
Telephone, fax numbers & E-mail address
Tel:02-9862647, 02-9862657
Fax: 02-8851876
Tel:02-9862647, 02-9862657
Fax: 02-8851876
Tel:02-9862647, 02-9862657
Fax: 02-8851876
Tel:02-9339725, 02-9339732
Fax:02-8313128
(v) Names, addresses, telephone numbers, fax numbers, contact person, website addresses and e-mail addresses of
the issue manager(s), registrar to the issue etc.;
Name of Issue Managers& Addresses
Contact Person
Telephone & Fax Numbers
Website & E-mail Addresses
56/1, PuranaPaltan, Dhaka-1000
Tel: 02-7125703
Tel: 02-7125910
Fax: 02-7125634
Website:www.bfilbd.org
Nasrin Sultana
Tel:02-8300555
Fax:02-8300396
Website:icml.com.bd
(vi) The following details of credit rating, where applicable:
Credit Rating is not applicable for this Issue.
20
(vii) Following details of underwriting:
a) The names, addresses, telephone numbers, fax numbers, contact persons and e-mail addresses of the
underwriters and the amount underwritten by them;
Name of the Underwrites & Addresses
48, Motijheel (3rd floor), Dhaka-1000
Southeast Bank Capital Services Ltd.
Contact Person
Md. GolamSarwarBhuiyan
Dina Ahsan
Chief Executive
Muhammad Shahjahan
Managing Director (C.C.)
Telephone & Fax Numbers,
Website & E-mail Addresses
Tel: 02-9560198
Tel: 02-9568007
Tel: 02-7123255-7
Fax: 02-9569351
Tel: 02-7114374
Tel: 02-7114375
Fax: 02-7110496
Tel: 02-9574171-5
Fax: 02-9574169
Website:www.southeastbank.com.bd
Underwritten Amount in
BDT
22,500,000
15,000,000
15,000,000
b) Declaration by the underwriters that they have sufficient resources as per the regulatory requirements to
discharge their respective obligations;
As per the Declaration by the underwriters (Chapter III, Due Diligence Certificate of the Underwriters.), they are
registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the
underwriting activities and have the adequate capacity to underwrite as per relevant legal requirements.
c) Major terms and conditions of the underwriting agreements.
(i) As per the guideline of Bangladesh Securities and Exchange Commission, 35% of Initial Public Offering (IPO) i.e.
5,250,000 ordinary shares of Tk. 10.00 per share totaling Tk. 52,500,000.00 shall have to be underwritten by the
Underwriters, subject to the terms stated as follows:
(ii) 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 closer), if any of the following events occur:
(a) Upon closing of the subscription list it is found that the total number of the valid applications is less than the
minimum requirement as specified in the listing regulations of the stock exchanges.
(b) At least 65% of the IPO is not subscribed.
(iii) The Company shall issue 15,000,000 Ordinary Shares of Tk. 10.00 per share for public subscription through
publishing a Prospectus in accordance with the consent of the Bangladesh Securities and Exchange Commission and the
provision of this Agreement.
(iv) Prior to publication of the prospectus, the Company shall have obtained consent from the Bangladesh Securities
and Exchange Commission permitting the issue as described in Article 2.01 and providing for payment of underwriting
commission 0.50% (zero point five zero percent) on the amount underwritten.
(v) If and to the extent that the shares offered to the public by 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 with a copy of the said writing to the Bangladesh Securities and
Exchange Commission, to subscribe the shares not so subscribed by the closing date and to pay for in cash in full,
inclusive of any premium if applicable, for such unsubscribed shares within 15 (fifteen) days after being called upon to
do so. The amount so received shall be credited to the share subscription account of the Company within the said
period. 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 this Agreement, until such time as the
Cheque/Bank Draft has been encashed and the Company’s share subscription account credited.
In any case within 7 (seven) days after the expiry of the aforesaid 15 (fifteen) days, the Company shall send proof of
subscription and payment by the Underwriters to the Commission.
In the case of failure by the underwriter 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.
21
(C) CAPITAL STRUCTURE:
(i) Authorized, issued, subscribed and paid up capital (number and class of securities, allotment dates, nominal
price, issue price and form of consideration);
Before IPO:
Particulars
Authorized Capital
Issued, Subscribed and Paid up capital
No. of shares
120,000,000
Nominal price
Issue price
Ordinary Shares
10.00
10.00
1,200,000,000
10.00
353,500,000
Total paid up capital before IPO (A)
35,350,000
Ordinary Shares
Ordinary Shares
10.00
10.00
To be issued as IPO (B)
15,000,000
Ordinary Shares
10.00
10.00
After IPO
Paid up capital (Post IPO) (A+B)
35,350,000
Class of securities
50,350,000
10.00
Ordinary Shares
10.00
Amount in BDT
353,500,000
150,000,000
10.00
503,500,000
The Company has raised its paid-up capital in following phases:
Date of Allotment
Subscription to the Memorandum & Articles of
Association at the time of Incorporation on 1108-1985
Issued as on 28 June, 2014
Issued as on 27 May, 2015
Total
In cash
1,000,000
Form of Consideration
Other than in cash
Bonus Share
-
-
-
99,000,000
253,500,000
353,500,000
-
Amount in BDT
1,000,000
99,000,000
253,500,000
353,500,000
(ii) Size of the present issue, with break-up (number of securities, description, nominal value and issue amount);
Description
Offer price BDT 10.00 Each at Par, total
size of fund to be raised BDT.
150,000,000/Total
Number of Securities
to be Offered
Eligible investors (EIs)
GeneralPublic
Break-up of
Securities
7,500,000
7,500,000
15,000,000
Nominal value
10.00
10.00
10.00
Issue Amount in BDT
75,000,000
75,000,000
150,000,000
(iii) Paid up capital before and after the present issue, after conversion of convertible instruments (if any) and share
premium account (before and after the issue);
Particulars
Paid up capital before the present issue
Paid up capital after the present issue
Paid up capital after conversion of convertible instruments (if any)
Share premium account before the present issue
Share premium account after the present issue
No. of Securities
35,350,000
50,350,000
Issue price
10.00
10.00
N/A
N/A
N/A
Amount in BDT
353,500,000
503,500,000
(iv) Category wise shareholding structure with percentage before and after the present issue and after conversion
of convertible instruments (if any);
Sl.
No.
1
2
3
4
Category of Shareholders
Directors & Sponsors
Other than Directors & Sponsors
Mutual Funds
Other EIs
NRB
General public
Others
Total
No. of Ordinary Shares Hold
Pre-IPO
Post-IPO
15,187,500
15,187,500
20,162,500
19,162,500
1,500,000
6,000,000
1,500,000
6,000,000
35,350,000
50,350,000
Percentage of Holding
Pre-IPO
Post-IPO
42.96
30.16
57.04
40.04
2.98
11.92
11.92
2.98
100
100
After conversion
Pre-IPO
Post-IPO
N/A
N/A
(v) Where shares have been issued for consideration in other than cash at any point of time, details in a separate
table, indicating the date of issue, persons to whom those are issued, relationship with the issuer, issue price,
consideration and valuation thereof, reasons for the issue and whether any benefits have been accrued to the
issuer out of the issue;
The Company has not issued any of its ordinary shares for consideration in other than cash at any point of time.
22
(vi) Where shares have been allotted in terms of any merger, amalgamation or acquisition scheme, details of such
scheme and shares allotted;
The Company has not issued any shares in terms of merger, amalgamation or acquisition scheme.
(vii) Where the issuer has issued equity shares under one or more employee stock option schemes, date-wise
details of equity shares issued under the schemes, including the price at which such equity shares were issued;
The Company has not issued any equity shares under one or more employee stock option schemes.
(viii) If the issuer has made any issue of specified securities at a price lower than the issue price during the
preceding two years, specific details of the names of the persons to whom such specified securities have been
issued, relation with the issuer, reasons for such issue and the price thereof;
The Company has not made any issue of specified securities at a price lower than the issue price during the preceding
two years.
(ix) The decision or intention, negotiation and consideration of the issuer to alter the capital structure by way of
issue of specified securities in any manner within a period of one year from the date of listing of the present issue;
The Company has no such decision or intention, negotiation and consideration to alter the capital structure by way of
issue of specified securities in any manner within a period of one year from the date of listing of the present issue.
(x) The total shareholding of the sponsors and directors in a tabular form, clearly stating the names, nature of issue,
date of allotment, number of shares, face value, issue price, consideration, date when the shares were made fully
paid up, percentage of the total pre and post issue capital, the lock in period and the number and percentage of
pledged shares, if any, held by each of them;
Name of Sponsors & Directors
Nature of Issue
Abu SaeedShaukat Ahmed
Ordinary Shares
Abu ZafarEnayetRasul
Ordinary Shares
Abdul Mannan
Ordinary Shares
Syed Amirul Islam
Ordinary Shares
M. A. Bari
Ordinary Shares
Muhammed Ahmed Ali
Total
Ordinary Shares
Date of
allotment
12-10-2007
28-06-2014
27-05-2015
12-10-2007
28-06-2014
27-05-2015
04-11-2007
10-11-2007
28-06-2014
27-05-2015
04-11-2007
28-06-2014
27-05-2015
10-11-2007
28-06-2014
27-05-2015
27-05-2015
No. of
shares
25,000
1,475,000
1,355,000
27,500
1,722,500
3,505,000
25,000
2,500
1,722,500
1,957,500
7,500
742,500
310,000
5,000
495,000
660,000
1,150,000
15,187,500
Face
value
Issue
price
Consideration
10.00
10.00
Cash
10.00
10.00
Cash
10.00
10.00
Cash
10.00
10.00
Cash
10.00
10.00
Cash
10.00
10.00
10.00
10.00
Cash
Face
value
Issue
price
Date when
shares
Were made
fully
Paid-up
12-10-2007
28-06-2014
27-05-2015
12-10-2007
28-06-2014
27-05-2015
04-11-2007
10-11-2007
28-06-2014
27-05-2015
04-11-2007
28-06-2014
27-05-2015
10-11-2007
28-06-2014
27-05-2015
27-05-2015
Percentage (%)
Lock-in
Period
PreIPO
PostIPO
8.08
5.67
3 Years
14.87
10.44
3 Years
10.49
7.36
3 Years
3.00
2.11
3 Years
3.28
2.30
3 Years
3.25
42.96
2.28
30.16
3 Years
Note: (i) There is no pledged shares (ii) Lock-in starts from date of issuance Prospectus
Name of General Shareholders
Janata Capital and Investment Ltd.
Nature of Issue
Ordinary Shares
Date of
allotment
27-05-2015
BMSL Investment Ltd.
Ordinary Shares
27-05-2015
AminurRashed
Ordinary Shares
28-06-2014
SyedaShanaz Ahmed
Ordinary Shares
27-05-2015
RaisaMehvinRasul
Ordinary Shares
27-05-2015
Abdulla-Al-Mahmud
Nahid Khan Rasul
JobaydaMannan
Sharmin Sultana Lima
Ordinary Shares
Ordinary Shares
Ordinary Shares
Ordinary Shares
27-05-2015
27-05-2015
27-05-2015
27-05-2015
No. of
shares
500,000
10.00
10.00
Consideration
Cash
Date when
shares
weremade
fully
Paid-up
27-05-2015
Percentage (%)
PreIPO
1.41
PostIPO
0.99
Lock-in
Period
1 Year
900,000
10.00
10.00
Cash
27-05-2015
2.55
1.79
1 Year
750,000
10.00
10.00
Cash
28-06-2014
2.12
1.49
1 Year
1,400,000
10.00
10.00
Cash
27-05-2015
3.96
2.78
1 Year
1,000,000
10.00
10.00
Cash
27-05-2015
2.83
1.99
1 Year
1,000,000
1,062,500
1,400,000
1,200,000
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
Cash
Cash
Cash
Cash
27-05-2015
27-05-2015
27-05-2015
27-05-2015
2.83
3.01
3.96
3.39
1.99
2.11
2.78
2.38
1 Year
1 Year
1 Year
1 Year
23
MunsurAhamed
Ordinary Shares
27-05-2015
420,000
10.00
10.00
Cash
27-05-2015
1.19
0.83
1 Year
M. Munir Ahmed
Ordinary Shares
27-05-2015
400,000
10.00
10.00
Cash
27-05-2015
1.13
0.79
1 Year
Md. UzzalHossain
Ordinary Shares
27-05-2015
100,000
10.00
10.00
Cash
27-05-2015
0.28
0.20
1 Year
ZahedHossan
Ordinary Shares
27-05-2015
80,000
10.00
10.00
Cash
27-05-2015
0.23
0.16
1 Year
S & S Enterprise
Ordinary Shares
27-05-2015
50,000
10.00
10.00
Cash
27-05-2015
0.14
0.10
1 Year
Sabbir Ahmed
Ordinary Shares
27-05-2015
50,000
10.00
10.00
Cash
27-05-2015
0.14
0.10
1 Year
Mohammad ShafiqulKabir
Ordinary Shares
27-05-2015
125,000
10.00
10.00
Cash
27-05-2015
0.35
0.25
1 Year
GulamImani
Ordinary Shares
27-05-2015
200,000
10.00
10.00
Cash
27-05-2015
0.57
0.40
1 Year
Md. Nazrul Islam
Ordinary Shares
27-05-2015
100,000
10.00
10.00
Cash
27-05-2015
0.28
0.20
1 Year
Md. Jahangir
Ordinary Shares
27-05-2015
100,000
10.00
10.00
Cash
27-05-2015
0.28
0.20
1 Year
JalilMiah
Ordinary Shares
27-05-2015
200,000
10.00
10.00
Cash
27-05-2015
0.57
0.40
1 Year
Ordinary Shares
27-05-2015
760,000
10.00
10.00
Cash
27-05-2015
2.15
1.51
1 Year
BadrulAlam
Ordinary Shares
27-05-2015
200,000
10.00
10.00
Cash
27-05-2015
0.57
0.40
1 Year
ShelinaRahman
Ordinary Shares
27-05-2015
225,000
10.00
10.00
Cash
27-05-2015
0.64
0.45
1 Year
Samad Ali
Ordinary Shares
27-05-2015
450,000
10.00
10.00
Cash
27-05-2015
1.27
0.89
1 Year
MahbubaKhatun
Ordinary Shares
27-05-2015
500,000
10.00
10.00
Cash
27-05-2015
1.41
0.99
1 Year
Mrs. Sultana Jesmin Chino
Ordinary Shares
27-05-2015
200,000
10.00
10.00
Cash
27-05-2015
0.57
0.40
1 Year
Abdul Rahman
Ordinary Shares
27-05-2015
500,000
10.00
10.00
Cash
27-05-2015
1.41
0.99
1 Year
Md. JiluMiah
Ordinary Shares
27-05-2015
200,000
10.00
10.00
Cash
27-05-2015
0.57
0.40
1 Year
Jabbir Ahmed
Ordinary Shares
27-05-2015
250,000
10.00
10.00
Cash
27-05-2015
0.71
0.50
1 Year
KabirMiah
Ordinary Shares
27-05-2015
100,000
10.00
10.00
Cash
27-05-2015
0.28
0.20
1 Year
Md. AbdurRab
Ordinary Shares
27-05-2015
10,000
10.00
10.00
Cash
27-05-2015
0.03
0.02
1 Year
Ali Akbar
Ordinary Shares
27-05-2015
50,000
10.00
10.00
Cash
27-05-2015
0.14
0.10
1 Year
20,162,500
10.00
10.00
57.04
40.04
AbidHossain
Ishtiaq Ahmed
Md. MasudurRahman
Md. Sajedul Islam
Apurba Kumar Das
Md. AnisurRahman
Zahidul Islam
BadrulHaiderChowdhury
ZillurRahman
Shah Jalal Uddin
AbdusSubhan
AfsaryKhanom
Salah Uddin Ahmed
ShifaWahidaRahman
Sumon Ahmed
Md. AlmojahidMullick
Syed SakibNaimuddin
Mohammed Mominul Islam
NizamUddinSikdar
MuminaKhatun
Muhibun Bari Chowdhury
Md. Tipu Sultan
Saiful Islam Helaly
KaziMahmudulHasan
Total
Ordinary Shares
Ordinary Shares
Ordinary Shares
Ordinary Shares
Ordinary Shares
Ordinary Shares
Ordinary Shares
Ordinary Shares
Ordinary Shares
Ordinary Shares
Ordinary Shares
Ordinary Shares
Ordinary Shares
Ordinary Shares
Ordinary Shares
Ordinary Shares
Ordinary Shares
Ordinary Shares
Ordinary Shares
Ordinary Shares
Ordinary Shares
Ordinary Shares
Ordinary Shares
27-05-2015
27-05-2015
27-05-2015
200,000
100,000
80,000
27-05-2015
100,000
27-05-2015
100,000
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
100,000
250,000
100,000
750,000
300,000
250,000
170,000
225,000
200,000
540,000
200,000
70,000
500,000
200,000
670,000
200,000
27-05-2015
175,000
27-05-2015
200,000
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
10.00
Note: (i) There is no pledged shares (ii) Lock-in starts from date of issuance Prospectus
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
0.57
0.28
0.23
0.28
0.28
0.28
0.71
0.28
2.12
0.85
0.71
0.48
0.64
0.57
1.53
0.57
0.20
1.41
0.57
1.90
0.57
0.50
0.57
0.40
0.20
0.16
0.20
0.20
0.20
0.50
0.20
1.49
0.60
0.50
0.34
0.45
0.40
1.07
0.40
0.14
0.99
0.40
1.33
0.40
0.35
0.40
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
24
(xi) The details of the aggregate shareholding of the sponsors and directors, the aggregate number of specified
securities purchased or sold or otherwise transferred by the sponsor and/or by the directors of the issuer and their
related parties within six months immediate preceding the date of filing the prospectus;
Aggregate shareholding of the sponsors and directors:
Particulars
Aggregate shareholding of the sponsors and directors
Aggregate shareholding
15,187,500
Percentage (%)
Pre-IPO
Post-IPO
42.96
30.16
Lock-in
Period
3 Years
Percentage (%)
Lock-in
Period
The details of the aggregate shareholding of the sponsors and directors:
Name of Sponsors & Directors
Abdul Mannan
Position
No. of shares
Managing Director
5,255,000
Chairman
Syed Amirul Islam
2,855,000
Muhammed Ahmed Ali
3.00
2.11
10.49
Director
1,160,000
15,187,500
1,060,000
1,150,000
5.67
10.44
3,707,500
Director
Total
8.08
Post-IPO
14.87
Director
Director& CEO
M. A. Bari
Pre-IPO
3 Years
3 Years
7.36
3 Years
3.28
2.30
3 Years
42.96
30.16
3.25
3 Years
2.28
3 Years
The Issuer has no such transection of specified securities purchased or sold or otherwise transferred by the sponsor
and/or by the directors of the issuer and their related parties within six months immediate preceding the date of filing
the prospectus.
(xii) The name and address of any person who owns, beneficially or of record, 5% or more of the securities of the
issuer, indicating the amount of securities owned, whether they are owned beneficially or of record, and the
percentage of the securities represented by such ownership including number of equity shares which they would
be entitled to upon exercise of warrant, option or right to convert any convertible instrument;
Name of the Shareholder
Abdul Mannan
Address
Apt. No. A/401, House No.
63, Road No. 8/A, Dhanmondi
R/A, Dhaka.
Apt. No. A/401, House No.
63, Road No. 8/A, Dhanmondi
R/A, Dhaka.
7 Housing Estate,
Amborkhana, Sylhet.
Amount of Securities
Owned
Type of Ownership
Shareholding by beneficially
or of record ownership (%)
2,855,000
Director
8.08
5,255,000
Director
14.87
3,707,500
Director
10.49
As far as the existing information is concern, there is no event or intent of exercising warrant, option or right to convert
any convertible instrument.
(xiii) The number of securities of the issuer owned by each of thetop ten salaried officers, and all other officers or
employeesas group, indicating the percentage of outstanding shares represented by the securities owned.
Name of the Shareholder
Position
Amount of Securities Owned
Percentage of Ownership (%)
1,060,000
3.00
Kazi Mahmudul Hasan
Syed Amirul Islam
5,255,000
200,000
14.87
0.57
25
(D) DESCRIPTION OF BUSINESS:
(i) The date on which the issuer company was incorporated and the date on which it commenced operations and
the nature of the business which the company and its subsidiaries are engaged in or propose to engage in;
Particulars
Commercial Operation
Nature of Business
Subsidiaries Company
Description
Amulet Pharmaceuticals Ltd. was incorporated as a Private limited Company on 11 August, 1985
under the Companies Act, 1994 with the name of Healing Pharmaceuticals Ltd. and subsequently
changed its name to Amulet Pharmaceuticals Ltd. on January 28, 2008. It was converted into a Public
Limited Company on July 24, 2014.
The Principal activities of the Company throughout the year continued to be manufacturing and
marketing of quality medicine.
The Company has no Subsidiary Company.
(ii) Location of the project;
The Project is situated at Amulet Complex, Vill: Singdighi, P.O: Maona, Thana: Sreepur, District: Gazipur, Bangladesh.
(iii) Plant, machinery, technology, process, etc.
APL is vertically integrated generic pharmaceuticals formulation products manufacturer, marketer, promoter
anddistributor. Its manufacturing process heavily technology driven, dynamic in nature and using highly sophisticated
state-of-the –art cutting edge technology.
The plant adheres to GMP standard, hygiene and safety. The facilities are unique for Integrated Building
ManagementSystem (IBMS), World-class Structural Design, Dust-free Environment, well-designed HVAC System, Zero
Cross-contamination, Vacuum Transfer Close System, Different Storage Conditions, High-tech Chemical &
Microbiological Laboratories, Modern R&D facility, most up-to-date Purified Water Generation plant, Fire Management
System and Eco-friendly Effluent Treatment Plant.
APL maintains Total Quality System, which includes Strict Monitoring, End-to-end Regulation. State-of-the-art
Equipment, True Measurements, Equipment Calibration, Trained professionals
(iv) Details of the major events in the history of the issuer,including details of capacity/facility creation, launching
of plant, products, marketing, change in ownership and/or key management personnel etc.;
Particulars
Description
Name Change
Conversion of Private
Public Limited Company
to
Commercial Operation
Capacity
Launching of Plant
Launching of Products
Launching of Distribution
Channel
Change in ownership and/or
Key management personnel
Appointment of Independent
Director(s)
Amulet Pharmaceuticals Ltd. was incorporated as a Private limited Company on August 11, 1985
under the Companies Act, 1994 with the name of Healing Pharmaceuticals Ltd.
Healing Pharmaceuticals Ltd. to change its name to Amulet Pharmaceuticals Ltd. on January 28,
2008.
Converted into a public limited company on July 24, 2014 with Register of Joint Stock Companies
and Firms (RJSC) in Bangladesh under the Companies Act, 1994.
Tablet & Capsule- 160 Million Pcs and Liquid & Ointment 1.50 million pcs per year based on 1 shift
basis.2011
2011
28 January, 2008
20 January, 2016
26
(v) Principal products or services of the issuer and markets forsuch products or services. Past trends and future
prospectsregarding exports (if applicable) and local market, demand and supply forecasts for the sector in which
the product isincluded with source of data;
68 medicines that prevent, treat and cure diseases across a significant range of therapeutic areas and in the pipe line of
products in various areas.
Sl. No.
1
2
3
4
5
6
7
Product Name
Tab. Adcal D, Calcium & Vitamin D3
Tab. Amzith, Azithromycin 500 mg
Cap. Amzith, Azithromycin 250 mg
Susp. Amzith, Azithromycin 200 mg
Tab. Amuran, Ranitidine 150 mg
Cream. Binafin, Terbinafine Hydrochloride 1%
Tab. Cebeta, Beta Carotene, Vitamin C & Vitamin E
8
9
10
11
12
13
14
15
Cream. Clori HC, Hydrocortisone Acetate Clotrimazole 1%
Cap. Amucef 200, Cefxime 200 mg
Cap. Amucef 400, Cefxime 400 mg
Powder & Susp. Amucef PFS, Cefxime Trihydrate 100 mg
Cream. Ecolet, Econazole Nitrate 1%
Cap. Esomo 20, Esomeprazole 20 mg
Cap. Esomo 40, Esomeprazole 40 mg
Tab. Flocip 500, Ciprofloxacin 500 mg
17
18
19
20
21
22
23
24
Cap. Flucolet 50, Fluconazole 50 mg
Cap. Flucolet 150, Fluconazole 150 mg
Powder & Susp. Flucolet, Fluconazole 50 mg
Cap. DFC TR, Diclofenac Sodium 100 mg
Tab. Axefur 250, Cefuroxime 250 mg
Tab. Nopath, Vitamin B1, Vitamin B6 & Vitamin B12
Cap. Omelet 20, Omeprazole 20 mg
Cap. Omelet 40, Omeprazole 40 mg
Tab. Pyrizin, Meclizine Hydrochloride 25 mg & Pyridoxine
Hydrochloride 50 mg
Tab. Rheunil, Aceclofenac 100 mg
Tab. Setir, cetirizine Hydrochloride 10 mg
Tab. Tempanil Extra, Paracetamol 500 mg & Caffeine 65 mg
Tab. Tempanil, Paracetamol 500 mg
Tab. Toro, Ketorolac Tromethamine 10 mg
Tab. Axefur 500, Cefuroxime 500 mg
Tab. Volta Gold, multivitamin-Mutimineral
Tab. Xofedin 120, fexofenadine Hydrochloride 120 mg
Tab. Xofedin 180, fexofenadine Hydrochloride 180 mg
16
25
26
27
28
29
30
31
32
33
34
Sl. No.
35
36
37
38
39
40
51
52
53
54
55
56
57
58
Product Name
Cap. Zifov, Iron, Vit-C, Folic Acid, vit-B Complex, Zinc
Tab. Desolet, Desloratadine 5 mg
Tab. Montilet, Montelukast 10 mg
Tab. Nitalet, Nitazoxanide 500 mg
Tab. Coxetori 60, Etoricoxib 60 mg
Tab. Coxetori 120, Etoricoxib 120 mg
Powder & Susp. Axefur PFS, Cefuroxime Axetil 125
mgCiprofloxacin Dry Syrup
Tablet- Calcium & Vitamin D3
Cap. Amfrad 250 , Cephradine 250 mg
Cap. Amfrad 500 , Cephradine 500 mg
Powder & Susp. Amfrad, Cephradine 125mg/5ml
Cream. Perclear, Permethrin 5%
Cream. Fusate, Sodium fusidate 2%
Tab. SMR, Baclofen BP 10 mg
Cream. Burndel, Silver Sulphadiazine BP 10 mg
Powder & Susp.Nebalet, Neomycin Sulphate BP 5 mg
Bacitracin Zinc BP 4.17 mg
Cream. Timofet, Tiemonium methyl sulphate INN 50 mg.
Syrup. Ambrocod, Ambroxol Hydrochloride 15 mg/5ml
Syrup. Prolax, Lactulose 3.35 gm/5ml
Syrup. Voltacod, Multivitamin With Cod Liver Oil
Syrup. Neozinc, Zinc Sulphate Monohydrate 10 mg/5ml
Syrup. Volta Gold, Multivitamin & Multimineral
Inj. Tramalet, Tramadol Hydrocloride BP 100 mg
Inj. Dfc, Diclofenac Sodium BP 75 mg
60
61
62
63
64
65
66
67
68
Inj. Cefilet, Ceftriaxone USP 1 gm IM
Inj. Cefilet, Ceftriaxone USP 1 gm IV
Inj. Cefilet, Ceftriaxone USP 2 gm IV
Inj. Lidocaine, 2ml /3ml /3.5ml Ampoule
Inj. Toro, Ketorolac Tromethamine 30 mg
Inj. Amupime, Cefepime USP 500 mg IV/IM
Inj. Amupime, Cefepime USP 1gm IV/IM
Inj. Water For Injection, 5ml/10ml/15ml/20ml Ampoule
Inj. Timofet, Tiemonium Methylsulphate INN 5 mg
41
42
43
44
45
46
47
48
49
Powder & Susp. Flocip, Ciprofloxacin 250 mg
50
59
Upcoming Products:
Inj. Cefilet, Ceftriaxone USP 500 mg IM
There are 21 medicines launching very soon. These product lists are given below:
Sl. No.
1
2
3
4
5
6
7
8
9
10
11
Product Name
Ciprofloxacin 750 mg Tablet
Erythromycin 125 mg/5ml PFS
Tizanidine Hydrochloride 2 mg Tablet
Pizotifen 0.50 mg Tablet
Rupatadine 10 mg Tablet
Losartan Potassium 25 mg Tablet
Losartan Potassium 50 mg+ Hydrochlorothiazide 12.5 mg
Tablet
Isosorbide Mononitrate 20 mg Tablet
Atenolol 50 mg Tablet
Amlodipine 5 mg + Atenolol 25 mg Tablet
Diltiazem Hydrochloride 500 mg Tablet
Sl. No.
12
13
14
15
16
17
18
19
20
21
Product Name
Glibenclamide 5 mg Tablet
Metformin Hydrochloride 500 mg Tablet
Levofloxacin 500 mg Tablet
Levofloxacin 750 mg Tablet
Drotaverine 40 mg Tablet
Atorvastatin 10 mg Tablet
Tramadol 37.5 mg + Paracetamol 325 mg Tablet
Naproxen 500mg + Esomeprazole 20 mg Tablet
Tamsulosin Hydrochloride 0.4 mg Capsule
Etoricoxib 90 mg Tablet
Market of the Products:
All of the products' markets are throughout the Bangladesh.
27
Past trends and future prospectsregarding exports (if applicable) and local market:
Particulars
Sales (Local)
Sales (Export)
Dec 31, 2015
213,031,638
Jun 30, 2015
388,157,162
Jun 30, 2014
294,467,820
Jun 30, 2013
212,055,360
N/A
Jun 30, 2012
140,576,835
Jun 30, 2011
69,078,920
Pharmaceuticals products are met one of the basic needs for all living being. It is one of the fastest growing industries in the world.
According to IMS by 2017, demand of pharmaceuticals products will be USD 1,200 billion. According to the same source, in the year
2014 Bangladesh pharmaceuticals market size was Tk. 10,600crore with a growth of 8.48%. For the period ended December 31,
2015 (six months), Amulet's domestic sales was Tk. 21.30 crore with a growth 16.90% compared to last same period sales. According
to IMS in the year 2015, Bangladesh pharmaceuticals market size was Tk. 12,000 crore (based on 520 Chemist shop of urban area in
Bangladesh).
(vi) If the issuer has more than one product or service, therelative contribution to sales and income of each product orservice
that accounts for more than 10% of the company’s total revenues;
The Company has no product or service that accounts for more than 10% of the Company’s total revenues.
(vii) Description of associates, subsidiary and holding companyof the issuer and core areas of business thereof;
The Company has no associates/subsidiary and related holding company and core areas of business.
(viii) How the products or services are distributed with details ofthe distribution channel. Export possibilities and
exportobligations, if any;
The existing and proposed pharmaceuticals items will be produce for local market initially and after some times the products will be
export abroad. The products will market through the following channels:
Factory
Central Distribution Center
Depot: Outside Dhaka
Depot: Inside Dhaka
Modda Badda
Rajshahi, Bogra, Mymensing, Rangpur, Sylhet,Comilla,
Chittagong, Barisal, Maizdi and Kustia
Drug Store / Pharmacy / Institution/ Wholesaler / Retailer
Consumer/ End User
Export Possibilities and Obligation:
Currently the Company has such no plan to exports.
(ix) Competitive conditions in business with names, percentageand volume of market shares of major competitors;
Apart from this, as per annual report of the major listed companies and audited financial statements of Amulet Pharmaceuticals Ltd.
the sales amounts are presented below
Name of the Competitors
Central Pharmaceuticals Limited
Orion Infusion Limited
Pharma Aids Limited
The IBN Sina Pharmaceuticals Industry Limited
BEXIMCO Pharma Limited
Orion Pharma Limited
Turnovr (Amount in BDT)
660,793,414/662,837,116/146,704,491/3,162,625,108/11,206,885,677/1,652,879,840/388,157,162/-
There is no data available regarding market shares of the respective listed company in their annual report
Year End
June 30, 2015
June 30, 2015
June 30, 2015
December 31, 2015
December 31, 2014
December 31, 2014
June 30, 2015
28
(x) Sources and availability of raw materials, names andaddresses of the principal suppliers and contingency plan in
case of any disruption;
Amulet Pharmaceuticals Ltd. major raw materials in addition, it requires many different types of dyes and chemicals.
The names of the major suppliers& address are mentioned are below:
Sl. No.
01
02
03
04
05
Name of Principal Suppliers
Brothers vitamin
South China Pharmaceuticals Co. Ltd.
Orchev Pharmaceuticals Ltd.
Shanghai Modern Pharmaceutical
Company Ltd.
Shanghai Modern Pharmaceutical
Company Ltd.
06
Aurobindo Pharma Ltd.
07
Necter Life Sciences Limited
08
Hetero Drugs Ltd.
10
Aarti Drugs Ltd.
09
11
Brothers Vitamin
12
13
Glenmark Generics Ltd
14
Glenmark Generics Ltd
15
Glenmark Generics Ltd.
16
Novo Healthcare
17
Metrochem API Pvt. Ltd
18
Dr. Reddy Laboratories Ltd.
19
Ravoo's Laboratories Ltd.
20
Auctus Pharma, India
21
22
Morepen Laboratories Ltd.
Address
Zhouwangmiao industrial zone,
Haining City, Zhejiang Province,
China
Rangoli, Condal Road, Rajkot360 002, Gujrat, India
Room-402, Buildingno-6, No1320, West Beijing Road,
Shangai, 200040, Chaina
Room-402, Buildingno-6, No1320, West Beijing Road,
Shangai, 200040, Chaina.
Water mark Building, Plot No11, Survey No-9, Kondapur,
Hiteek City, Hyderabad-500
084, Andra Pradesh, India
110, industrial Area, Phase-1,
Chandigarh-160002
Chandigarh-160002
Chandigarh-160002
7-2-A2,corporate industrial
Estate, sanata nagar,
hydarabad-500018, India
Zhouwangmiao industrial zone,
China
Glenmark House (3rd floor),
HDO Corporate BLDGI,
Auling,B.D. Sawant
Road,Chakala,Mumbai400099,Maharastha, India
Auling,B.D. sawant
Auling,B.D. Sawant
Plot # 2, Road # 11, Block #
CSection # 6 , Mirpur Dhaka1216
Flat No-302,Bhanu Enlaave,
Sunder Nagar, Erragadda,
Hydarabad-500 038, India
8-2-337, road-3,Banjara Hills,
hydarabad500034, andhana
Pradesh, India
Flat No-215, Bharu Enclave,
Erragadda, Hydarabad,
AndhaPradesh –India-500 038,
st
No102, 1 floor, Adithy Trade
Center,Ameereef, Hydarabad,500 038, AP India
No102, 1st floor, Adithy Trade
th
4 floor, Antriksh Bhawan, 22,
Name of Raw Materials
Country of Origin
Calcium Carbonate
China
Cholecalciferol (Vit D3)
China
Azithromycin Dihydrate
(Compacted)
China
Azithromycin Dihydrate
China
Cefuroxime Axetil (DC Grade)
India
Cefuroxime Axetil (Amorphous)
India
Cefixme Trihydrate Micronized)
India
Ranitidine Hydrochloride
Cefixme Trihydrate (Compacted)
India
India
Terbinafine Hydrochloride
India
Beta Carotene
China
Vitamin E
China
Etoricoxib
India
Etoricoxib
India
Desloratadine
India
Diclofenac Sodium
Bangladesh
Esomeprazole Magnesium
Trihydrate
India
Ciprofloxacin (Compacted)
India
Ciprofloxacin (Bitterness Pellets)
India
Fluconazole (Compacted)
India
Fluconazole (Bitterness
Micronized)
India
Montelukast Sodium
India
29
23
24
Alembic Pharma. Ltd.
25
Ravoo's Laboratories Ltd.
26
Brothers vitamin
27
Amoli Organics Pvt. Ltd.
28
29
Joyochem Co, Ltd.
30
Hetero Drugs Ltd.
31
Brothers vitamin
32
33
Novo Healthcare
34
36
Brothers vitamin
37
Brothers vitamin
38
Brothers vitamin
39
40
Novo Healthcare
35
Ka mang, New Delhi-11001,
India
Alembic Road, Vadodara
390003, India
Flat No-215, Bharu Enclave,
Erragadda, Hydarabad,
AndhaPradesh –India-500 038,
Zhouwangmiao industrial Zone,
China
407, Delamal House, Nariman
Point, Mumbai-400021, India
No102, 1st floor, Adithy Trade
3rd floor, Building-11,
Comprehensive Free Trade
Zone, China.
110, Industrial Area, Phase-1,
Chandigarh-160002
Zhouwangmiao Industrial Zone,
China
8-2-337, Road-3,Banjara Hills,
Hydarabad500034, andhana
Pradesh, India
Chandigarh-160002
Chandigarh-160002
China
China
China
8-2-337, Road-3, Banjara Hills,
Hydarabad500034, Andhana
Pradesh, India
Cyanocobalamin
China
Omeprazole
India
Pyridoxine Hydrochloride
China
Aceclofenac
India
Cetirizine Hydrochloride
India
Baclofen
China
Ketorolac Tromethamine
India
Multivitamins-Multiminerals (A-Z)
China
Fexofenadine Hydrochloride
India
Nitazoxanide
Iron, Folic acid, Vit-B Complex, VitC, Zinc
India
Bangladesh
Ceftriaxon Sodium
India
Ambroxol Hydrochloride
China
Zinc Sulphate Monohydrate
China
Multivitamin + Cod Liver Oil
China
India
Cefipime
Diclofenac Sodium
India
Bangladesh
Contingency plan: As numbers of suppliers of raw materials are plenty in the market, if one supplier fails to provide
raw material there are always other suppliers available. So there is no possibility of disruption.
(xi) Sources of, and requirement for, power, gas and water; orany other utilities and contingency plan in case of any
disruption;
All required utility facilities are available at the project site and those are stated below:
Particulars
Power
Gas
Water
ETP System
Source & Requirements
The Company meets up its power requirement from Rural Electrification Board (REB) with 400 KW lines
and its own Generator (400 KVA).
Amulet Pharmaceuticals Ltd. meets its Gas requirement by LPG.
The requirement is meet by the Company’s own deep tube-well.
APL has already developed Effluent Treatment Plant (ETP) system to make pollution free environment,
which facilities Company’s existing production.
30
Contingency plan:
Particulars
Power
Gas
Water
Source & Requirements
The Company has its own Generator (400 KVA).
Amulet Pharmaceuticals Ltd. meets its Gas requirement by LPG.
The Company has alternative source of Water.
(xii) Names, address(s), telephone number, web address, e-mailand fax number of the customers who account for
10% or more of the company’s products /services with amount and percentage thereof;
The Company has no such customer who contributes 10% or more of the total revenue.
(xiii) Names, address(s), telephone number, web address, e-mailand fax number of the suppliers from whom the
issuerpurchases 10% or more of its raw material/ finished goods with amount and percentage thereof;
The Company has no such Supplier from whom the Company purchases 10% or more of its raw
material/Finishedgoods.
(xiv) Description of any contract which the issuer has with itsprincipal suppliers or customers showing the total
amountand quantity of transaction for which the contract is made and the duration of the contract. If there is not
any of such contract, a declaration is to be disclosed duly signed by CEO/MD, CFO and Chairman on behalf of Board
of Directors;
The company has not entered into any contract with any of its suppliers or customers.
Declaration regarding Contract with Principal suppliers or customers
We, on behalf of the Board of Directors certify that The Amulet Pharmaceuticals Ltd. did not enter into any contract
with its principal suppliers or customers.
Managing Director
Sd/Kazi Mahmudul Hasn
Chairman
(xv) Description of licenses, registrations, NOC and permissionsobtained by the issuer with issue, renewal and
expiry dates;
Particulars
Certificate of Incorporation
License Issuer/Issuing Authority
Register Joint
Bangladesh
Stock
Companies
and
Firms,
Certificate/License No.
Issue Date
Renewal Date
Expiry Date
C-14612
11-08-1985
N/A
N/A
TIN Certificate
National Board of Revenue, Bangladesh
646693455577
01-04-2014
N/A
N/A
VAT Certificate
Customs, Excise
Bangladesh
18061011246
04-02-2013
N/A
N/A
Office Of The Chief Controller Of Imports & Exports,
Bangladesh
B-0209611
05-12-2010
Bangladesh Association of Pharmaceuticals Industries
1016
18-04-2016
N/A
31-12-2016
1 No. Maona Union Parishad, Sreepur, Gazipur
1036
22-07-2008
12-10-2015
30-06-2016
Import Registration
Certificate
BAPI Membership
Certificate
Trade License
and
VAT
Commissionarate,
Fire License
Fire Service & Civil Defense, Bangladesh
Dhaka 20293/11
24-02-2011
16-08-2015
30-06-2016
Certificate of Insurance
Bangladesh General Insurance Co. Ltd.
BGIC/DZO/FP0512/10/2014
25-10-2015
N/A
25-10-2016
Environment Certificate
Directorate of Environment, Bangladesh
cwi‡ek/Xvwe/Mvt
†R/18797/Qvo-39
23-08-2011
12-04-2016
22-08-2016
(xvi) Description of any material patents, trademarks, licenses orroyalty agreements;
The Company has no material patents, trademarks, licenses or royalty agreements.
31
(xvii) Number of total employees and number of full-timeemployees;
All employees are considered permanent and employee position As per Audited Financial Statement 31 December, 2015 (Note-40) is
as under:
Salary Range (Monthly)
For the period ended 31 December, 2015
Below 3,000
Above 3,000
Total
Total
Employee
349
349
349
(xviii) A brief description of business strategy;
Officer & Staff
Head Office
Factory
24
244
24
244
24
244
Worker & Employee
Head Office
Factory
81
81
81
Corporate Values:
In Amulet, we are guided by a set of corporate values which inspire the daily tasks in our professional staff and the
management. These values are:
Professionalism:
The Company is committed to employing the right people with the right skills in the right place at the right time. From
highly qualified industrial pharmacists to locally well-known medical promotions officer, from quality assurance
scientists to business analysts, the company employs true professional and also provides them continuous
development training.
Innovation and Creativity:
The Company encourages its research team and its production team innovates and creates enabling it to produces
products which are of very high quality and is affordable to our target customer base. True universal healthcare is our
ultimate aim.
Teamwork and Leadership:
The Company respects all its stakeholders’ staff, management, health service providers, retailers, investors and all
those who come in contact with the company. Everyone is respected, kept involved, always heard, well led and valued.
The company communicates its vision, values and performance targets in a way that engages everyone in building a
forward thinking team.
Customer focus and Transparency:
The Company treats all its customers, health service providers and retailers with trust, respect and appreciation. It
maintains test records of all its products in a transparent, proactive and positive way.
Target:
To maintain customer trust and satisfaction nationwide that includes local and international compliance of 46 LDCs
(Least Developing Country) barrier and opportunities with in the year of 2016 with trusted name in quality medicine.
Goal:
Inspired by a single goal for your health: To shape the dreams with creativity and ingenuity with an aim for highly
efficient and quality production.
Strength:
Its strength lies in the commitment of both management and workers to deliver value to the clients, customers,
consumers and well-wishers.
Safety:
Anyone entering the factory in working hour uses shoes with hygienic cover, hand-gloves, aprons and required safety
measure. In addition firefighting system is there to support.
Environment:
All necessary precautions will be taken to reduce the environmental impact to a minimum standard. The Company
already got the environmental clearance. The factory will have insignificant negative impact on environment because
our factory location is every much environment friendly to manufacture finished medicines in pleasant environmental
atmosphere.
Major Focus of APL:




To improve the health status of population particularly of mothers and children;
To consolidate and strengthen existing Primary Health Care (PHC) program;
To prevent, control and treat major communicable and non-communicable diseases; &
To promote adequate production, supply and distribution of essential drug vaccines and other therapeutic
agents.
32
(xix) A table containing the existing installed capacities for eachproduct or service, capacity utilization for these
products orservices in the previous years, projected capacities for existing as well as proposed products or services
and theassumptions for future capacity utilization for the next three years in respect of existing as well as proposed
products orservices. If the projected capacity utilization is higher than the actual average capacity utilization,
rationale to achievethe projected levels.
Total actual capacity and its utilization:
Products
Unit
Tablet &
Capsule
Million
Pcs
Liquid &
Ointment
Million
Pcs
Installed Capacity
Capacity Utilization for this Products
Actual Capacity Utilization (%)
31.12.2015
30.06.2015
30.06.2014
30.06.2013
31.12.2015
30.06.2015
30.06.2014
30.06.2013
31.12.2015
30.06.2015
30.06.2014
30.06.2013
160.00
160.00
140.00
120.00
57.92
119.17
90.19
69.26
36.20%
74.48%
75.16%
57.72%
1.50
1.50
1.50
1.30
0.50
0.92
0.69
0.72
33.33%
61.33%
46.00%
55.38%
Based on one shift basis
Estimated actual capacity and its utilization:
Products
Unit
Tablet &
Capsule
Million
Pcs
Liquid &
Ointment
Million
Pcs
Projected Capacities for existing &
proposed
Projected Capacity Utilization for this
Products
Projected Capacity Utilization (%)
30.06.2016
30.06.2017
30.06.2018
30.06.2016
30.06.2017
30.06.2018
30.06.2016
30.06.2017
30.06.2018
170.00
200.00
220.00
120.00
140.00
155.00
70.59%
70.00%
70.45%
1.50
1.80
2.00
1.20
1.30
1.50
80.00%
72.22%
75.00%
(E) DESCRIPTION OF PROPERTY:
Contain the following information in respect of properties of the issuer namely: -
(i) Location and area of the land, building, principal plants and other property of the company and the condition
thereof;
The company has set up its plant & machineries at Amulet Complex, Vill: Singdighi, P.O: Maona, Thana: Shreepur,
District: Gazipur to run operations and the corporate office is situated at Ch 72/1/B, Moddha Badda, Holland Centre (6th
floor), Progoti Sarani, Dhaka-1212. The Company possesses the following fixed assets at written down value as per
audited financial statements:
Particulars
Land & Land Development
Factory Building
Plant & Machinery
Generator
Office Decoration
Office Equipment
Furniture & Fixture
Motor Vehicles
Books
Laboratory Test Equipment
Total Fixed Assets
Written Down Value
(Amount in BDT)
55,259,840
72,873,747
175,124,103
1,994,671
4,869,203
3,676,979
1,326,552
2,191,786
629,855
16,807,098
334,753,832
(ii) Whether the property is owned by the company or taken onlease;
All the property is owned by the Company.
33
(iii) Dates of purchase, last payment date of current rent (LvRbv)and mutation date of lands, deed value and other costs including
details of land development cost, if any and current use thereof;
Deed
No.
2640
Dates of
purchase
10-03-2008
last payment date of
current rent (LvRbv)
Mutation
date of lands
18-06-2015
01-04-2008
Deed value
2,800,000
Registration &
Other Cost
Land development
cost
560,000
Area of Land
(Decimal)
51,899,840
104 decimals
Plot No.
CS & SA 1643 and
RS 17048-54
(iv) The names of the persons from whom the lands has beenacquired/ proposed to be acquired along with the cost
ofacquisition and relation, if any, of such persons to the issuer or any sponsor or director thereof;
The Company has been acquired from other party and relation with the issuer.
(v) Details of whether the issuer has received all the approvalspertaining to use of the land, if required;
The issuer has received all the approval of pertaining to use of the land.
(vi) If the property is owned by the issuer, whether there is amortgage or other type of charge on the property, with name of
the mortgagee;
Entire area of lands 104 decimals along with 04 storied modern utility building consist of approximate total area 8,000 square feet. This
building is used for Warehouse, administrative purpose, dinning, prayer room and guest room & 02 storied modern main production
building consist of approximate total area 30,000 square feet which is used for producing medicine and lab for quality control and
machineries of the Company are mortgaged to the lending institutions namely Pubali Bank Limited, Principal Branch, Dhaka against
term loan as stated in the financial statements.
(vii) If the property is taken on lease, the expiration dates of thelease with name of the lessor, principal terms and conditionsof
the lease agreements and details of payment;
Lessor
Abdus Salam
Chowdhury
Particulars
Period of Lease
Building
2 Years
Lease Amount in
BDT
2,160,000
Monthly Amount
in BDT
90,000
Effective date
Expiration date
01.01.2016
31.12.2017
Major Condition:Security Deposit given amount Tk. 100,000/-
(viii) Dates of purchase of plant and machineries along withsellers name, address, years of sale, condition when purchased,
country of origin, useful economic life at purchase and remaining economic life, purchase price and written down value;
List of Machineries of
Amulet Pharmaceuticals Limited
upto 31-12-2015
Tablet Section
Sl.
Name
No.
1
Rapid Mixer Granulator
2
Paste Preparation Kettle
3
Fluid Bed Dryer
4
Multi Mill
5
Vibro Sifter
6
Double Cone Blender
7
Tablet Deduster
8
Tablet Coating Machine
9
10
Tablet Deduster & Collector
11
Tablet Multi Counting Machine
12
Fluid Bed Dryer
13
Dehumidifier
14
Fluid Bed Dryer
15
Die Punch Polishing Machine
16
Tablet Hardness Tester
17
18
19
20
21
22
Rotary Tablet Compression Machine
Tablet Deduster
Tablet Dust Collector
Cone Blender
Tablet Multi Coating Machine
Origin
Quantity
China
China
China
China
China
USA
2
1
1
2
1
1
India
India
India
India
India
Bangladesh
India
China
China
India
China
India
Sweden
China
China
China
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Purchase
Year
2010
2010
2010
2010
2010
2010
2010
2010
2012
2013
2013
2013
2013
2013
2014
2014
2014
2014
2014
2014
2015
2015
Actual Price in
Million
2.20
0.70
2.05
0.60
0.60
0.50
0.40
1.50
2.90
3.20
3.50
3.08
1.17
4.29
1.50
1.60
5.50
1.50
0.80
3.50
3.50
2.85
Usful Life
Remaining Life
15
15
15
15
15
15
13
13
13
13
14
14
15
15
15
15
15
15
15
15
15
15
15
15
15
15
15
15
9
9
9
9
9
9
9
9
11
12
12
12
12
12
13
13
Capsule Section
Sl.
No.
1
2
3
4
5
6
7
8
9
10
11
12
Name
Manual Capsule Filling Machine
Semi-automatic Capsule Loader
Tray Dryer (For drying excipients
/granules)
Double Cone Blender
Capsule De-dusting and Polishing
Machine
Capsule Filling Machine
Tray Dryer
Capsule Loader
Conveyer Table, Belt & Others
Cone Blender
Origin
India
India
India
India
China
China
China
China
China
Bangladesh
China
China
1
1
Purchase
Year
2010
2011
1
1
2011
Quantity
2
1
1
2
1
1
1
2011
2011
2012
2012
2012
2014
2014
2015
2015
Actual Price in
Usful Life
Million
0.70
15
1.20
15
1.20
15
1.00
15
1.20
15
1.95
15
2.70
15
3.70
15
2.50
15
1.55
15
4.25
15
3.00
15
Remaining Life
9
10
10
10
10
11
11
11
13
13
14
14
34
Dry Powder Filling Machine
Sl.
No.
1
2
3
4
5
6
7
8
9
10
11
Name
Origin
Quantity
Name
Origin
Quantity
Auger Powder Filling Machine
Cap Sealing Machine
Bottle Dryer
Bottle Washing Machine
Blister Machine
Cone-Blender
Powder Filling Machine
Liquid Filling Machine
Cap Sealing Machine for HDPE
Fluid Bed Dryer
India
India
India
India
China
China
China
China
China
China
China
1
1
1
1
1
1
1
1
1
1
Purchase
Year
2011
2011
2011
2011
2013
2013
2014
2014
2014
2014
2015
Actual Price in
Usful Life
Million
1.20
12
0.40
12
0.40
12
0.30
12
4.05
12
1.98
12
2.50
12
2.26
12
2.50
12
1.80
12
4.00
12
Purchase
Year
2015
2015
2015
2015
2015
2015
2015
2015
2015
2015
2015
Actual Price in
Usful Life
Million
0.16
10
0.04
10
1.95
10
1.94
10
0.94
10
0.04
10
1.17
10
2.56
10
0.78
10
5.46
10
0.16
10
Actual Price in
Million
Remaining Life
7
7
7
7
9
9
10
10
10
10
11
Liquid Section:
Sl.
No.
1
2
3
4
5
6
7
8
9
10
11
Emulsifier/Stirrer (5HP)
Mixing Vats
PP Cap Sealing Machine
Pet Bottle Cap Sealing Machine
Boiling Vat For Syrup Preparation
Liquid Filter and Transfer Machine
Bottle Washing Machin (Rotary)
Bottle Dryer (Tray Type)
Reverse Osmosis (P.W)
SS Vat
Bangladesh
Bangladesh
Bangladesh
Bangladesh
Bangladesh
Bangladesh
Bangladesh
China
Bangladesh
India
Bangladesh
1
1
1
1
1
1
1
1
1
1
4
Remaining Life
9
9
9
9
9
9
9
9
9
9
9
Topical Preparation/ Packaging/ R. M. Store Section
Sl.
No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
Name
Defender Series Platform Electronic
Balance, Readability: 0.01 Kg (10
gm)
Pioneer Top Loading Electronic
Balance,Readability: 0.01gm( 10
Automatic On-Line Machine for
cream/ointment manufacturing
Semi-Automatic Tube Filling and
Crimping Machine
Boiler for Steam
Semi Auto Tablet Counting Machine
Batch Printing Machine
Blister Machine (Alu – PVC & Alu –
Alu)
Dispensing Booth
Sampling Booth
Label Printing Machine
Cold Room
Blister Machine (Alu – PVC & Alu –
Alu)
Conveyer Table
Defender Series Platform Electronic
Balance, Readability: 0.01Kg( 10
gm)
Sampling Booth
Dispensing Booth
ETP
Origin
Quantity
Purchase
Year
USA
1
2010
USA
1
India
India
Usful Life
Remaining Life
0.20
10
4
2010
0.20
10
4
1
2011
2.80
10
5
1
2011
2.50
10
5
Bangladesh
1
2011
0.50
10
5
India
1
2011
0.85
10
5
China
China
China
China
1
1
1
2011
2011
2013
2013
2.70
2.00
1.30
1.56
10
10
10
10
5
5
7
7
China
0.80
10
8
China
China
1
2
2011
2011
4.50
5.20
10
10
10
5
5
China
2
2
2014
USA
1
2014
0.60
10
8
2015
2015
2015
2.84
2.34
3.25
10
10
10
9
9
9
China
China
China
2014
0.50
8
35
Maintenance Machineries
Sl.
No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
Name
Electricity Power Supply (Sub
Station)
Air Compressor
Diesel Generator
Effluent Treatment Plant
Air Handling Unit (HVAC)
Dehumidifier
Water Treatment Plant
Fire Protection System
HVAC
Cooling System
Submersible Water Pump
HVAC Ducting and Errection
Water Tank with Other Fittings
Rotary Lequid Chiller
Station)
Rotary Lequid Chiller
Dehumidifier
Effluent Treatment
Origin
Quantity
Bangladesh
1
China
USA
Bangladesh
France
Sweden
India
Bangladesh
Bangladesh
Bangladesh
Bangladesh
Bangladesh
Bangladesh
Bangladesh
Bangladesh
Bangladesh
1
1
1
1
1
1
1
1
1
1
1
1
Bangladesh
Purchase
Year
2011
2011
2011
2011
2011
2011
2011
2012
2012
2013
2013
2014
2014
2014
2014
2015
2015
France
Sweden
China
India
2015
2015
2015
2015
Actual Price in
Million
3.50
Usful Life
Remaining Life
8
3
2.00
4.50
2.50
9.67
1.50
1.50
2.32
4.37
8.68
8.79
0.80
1.65
0.45
2.58
5.56
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
3
3
3
3
3
3
4
4
5
5
6
6
6
6
7
4.50
1.60
1.56
3.00
8
8
8
7
7
7
7
Usful Life
Remaining Life
4.06
8
7
Heavy Quality Control Machine
Sl.
No.
1
2
3
4
5
6
7
Name
Origin
HPLC (High Performance Liquid
Japan
Chromatography) with Computer
FTIR (Fourier Transform Infrared
Japan
Spectrophotometer) with Computer
UV - Visible Spectrophotometer with
Japan
Computer
Karl-Fisher Titrator
Switzerland
Solvent Filtration with Pump
Germany
Laboratory water Distillation Plant
England
Dissolution Test Unit 8 baskets
India
Quantity
1
Purchase
Year
2015
Actual Price in
Million
8.57
10
9
1
2015
9.88
10
9
1
2015
9.06
10
9
1
1
1
1
2015
2015
2015
2015
9.25
5.40
3.50
5.50
10
10
10
10
9
9
9
9
36
Quality Control Machineries
Sl.
No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
Name
Halogen Moisture Anayser
Readability:0.001 gm(1 mg)
Chromatography)
UV – Visible Spectrophotometer
Ultrasonic Water Bath
Disintegration Test Unit
Friability Tester
Leak Tester
Karl – Fisher Titrator
Analytical Electronic Balance
Readability: 0.0001 gm(0.1 mg)
Readability: 0.001 gm(1 mg)
Balance
Readability: 0.01
gm(10 mg)
Thermostatic Water Bath
Muffle Furnace
Hot Air Oven
Automatic Polarimeter
Automatic Digital Refractometer
Tap Density Tester
Stability Chamber
Fume Hood
Spherometer/ Micrometer
Refrigerator
Viscometer
Laboratory Water Distillation Plant
pH & Conductivity Meter
Melting Point & Boiling Point
Apparatus
Hot Plate with Magnetic Stirrer
Hardness Tester
High Quality HPLC Column
Analog Hotplate with magnetic
Stirrer
Slide Callipers Digital
Stability Chamber
Hygrometer
Automatic Tablet Hardness tester
Digital Tablet Hardness tester
Automatic Potentiometric Titrator
Atomic Absorption
Spectrophotometer
Spectrophotometer)
Dissolution Test Unit 8 baskets
Origin
Quantity
USA
1
Japan
1
USA
Purchase
Year
Actual Price in
Million
Usful Life
Remaining Life
0.44
10
4
2011
2.50
10
5
1
2011
USA
1
USA
India
India
India
Japan
Japan
Japan
India
India
India
India
0.20
10
10
10
10
10
10
10
5
5
5
5
5
5
2011
0.30
10
5
1
2011
0.30
10
5
Thailand
Germany
Spain
UK
USA
1
1
1
1
1
1
1
1
1
1
1
1
1
1
2011
2011
2011
2011
2011
2011
2011
2011
2011
2013
2014
2014
2014
2014
0.20
0.50
0.50
1.00
0.80
0.20
1.20
0.28
0.05
0.15
0.30
0.58
0.20
0.30
10
10
10
10
10
10
10
10
10
10
10
10
10
10
5
5
5
5
5
5
5
5
5
7
8
8
8
8
USA
India
India
1
1
1
2014
2014
2014
0.40
0.30
0.30
10
10
10
8
8
8
Germany
India
India
USA
China
Japan
UK
1
1
1
1
1
1
1
2015
2015
2015
2015
2015
2015
0.10
1.00
0.30
0.30
0.20
1.51
10
10
10
10
10
10
9
9
9
9
9
9
Germany
1
2015
3.75
10
9
India
China
India
Spain
India
1
1
1
1
1
1
2010
1
1
1
2011
2011
2011
2011
2011
2011
2014
2014
2015
2015
1.00
0.20
0.50
0.20
0.20
0.90
0.40
0.30
3.50
0.72
10
10
10
10
5
8
8
9
9
Quality Control Machineries (Microbiology Section)
Sl.
No.
1
2
3
5
6
4
7
8
Name
Laminar Air Flow
Colony Counter
Compound Microscope
Autoclave
Incubator (with cooling and heating
system)
Antibiotic Inhibition Zone Reader
Controlled Trinocular Microscope
Laboratory Binocular Microscope
1
1
1
1
Purchase
Year
2011
2011
2011
2011
1
1
1
2015
2015
2015
Origin
Quantity
India
1
China
Germany
Germany
India
UK
Germany
Germany
2011
Actual Price in
Usful Life
Million
0.50
10
0.30
10
0.20
10
0.50
10
0.50
0.20
0.80
0.50
10
10
10
10
Remaining Life
4
4
4
4
4
9
9
9
37
(ix) Details of the machineries required to be bought by theissuer, cost of the machineries, name of the suppliers,
date ofplacement of order and the date or expected date of supply, etc.
Sl.
No.
01
02
Automatic Capsule Loader
03
04
05
06
07
Cost of the
machineries
Name of Machinery
Tray Dryer (For
excipients /granules)
Double Cone Blender
Capsule
De-dusting
Polishing Machine
Total
Date of placement of order
Airy International
After getting IPO fund
3,500,000/-
Airy International
1,500,000/-
Airy International
2,000,000/-
Airy International
1,000,000/-
Airy International
7,500,000/-
Airy International
1,000,000/-
Airy International
8,500,000/-
drying
and
Blister Machine (Alu – PVC &
Alu – Alu)
Conveyer Table & Belt
Name of the
suppliers/Indentors
25,000,000/-
Expected date of supply
Within 2 to 4 months after
placement of order
placement of order
placement of order
placement of order
placement of order
placement of order
placement of order
(x) In case the machineries are yet to be delivered, the date ofquotations relied upon for the cost estimates given
shall also be mentioned;
No machineries are required to be bought by the issuer except machineries to be bought from IPO proceeds.
(xi) If plant is purchased in brand new condition then it should bementioned;
All plants and machineries of the Company were purchased in brand new condition.
(xii) Details of the second hand or reconditioned machineriesbought or proposed to be bought, if any, including the
age ofthe machineries, balance estimated useful life, etc. as per PSI certificates of the said machineries as
submitted to theCommission;
The company uses no re-conditioned or second-hand plant & machinery. It has also no proposal to buy second hand or
reconditioned machineries.
38
(xiii) A physical verification report by the issue manager(s)regarding the properties as submitted to the
Commission;
Physical verification report by the Issue Manager(s) regarding the properties as submitted to the Commission
VISIT REPORT
Name of the Company
Registered Office
Factory Office
Visited by the officials of
ICB Capital Management Ltd. on 26
April, 2016
Visited by the officials of
Banco Finance and Investment
Limited on 26 April, 2016
Accompanied by (Issuer)
Nature of Business
Factory Location & Area of Land
Factory Building and Civil Construction
in details
Factory Building
Condition
facilities
and
Power
ETP
Machineries of Company
Sl. No.
1
2
3
4
5
6
7
8
Name
Paste Preparation Kettle
Fluid Bed Dryer
Multi Mill
Vibro Sifter
Double Cone Blender
Rotary Tablet Compression
Machine
Rotary Tablet Compression
Machine
Particulars
Amulet pharmaceuticals ltd.
th
Ch 72/1/B, Moddha Badda, Holland Centre (6 floor), Progoti Sarani,
Dhaka 1212, Bangladesh
1. Ms. Nasrin Sultana
2. Mr. Mujibur Rahman Khan
Deputy Chief Executive Officer
3. Mr. Swapna Roy
Executive Officer
4. Md. Fazlul Hoque
Executive Officer
1. Mohammad Hamdul Islam
2. Mohammad Nuruzzaman
Deputy Manager
3. Tanvir Ul Alam
Assistant Manager
Director & CEO
Mr. Abdul Haque
Plant Manager
The principal activities of the Company is manufacturing and
marketing of human medicine.
Amulet Complex, Vill: Singdighi, P.O: Maona, Thana: Shreepur, District:
Gazipur. Total area of land 104 decimals.
i) 04 storied modern utility building consist of approximate total area
8,000 square feet. This building is used for Warehouse,
administrative purpose, dinning, prayer room and guest room.
ii) 02 storied modern main production building consist of approximate
total area 30,000 square feet which is used for producing medicine
and lab for quality control.
Well equipped, necessary safety measures including fire hydrant
system are in place. Besides, as a part of risk management process the
buildings are insured.
The factory has facility of electricity from Pallibiddut. Besides, it has
also 400 KVA diesel based own generator.
Have an ETP plant.
The list of machineries which are given below.
Tablet Section:
Quantity
Sl.
Name
No.
1
9
Die Punch Polishing Machine
1
10
Tablet Deduster
1
11
Tablet Deduster
1
12
1
13
1
14
Tablet Coating Machine
1
1
15
Quantity
1
1
1
1
1
1
1
Capsule Section:
Sl. No.
16
17
Name
Manual Capsule Filling Machine
Quantity
2
1
Sl.
No.
19
20
Name
Double Cone Blender
Capsule De-dusting and Polishing
Machine
Quantity
1
2
39
18
1
Dry Powder Filling Machine:
Sl. No.
22
23
24
Name
Auger Powder Filling Machine
Cap Sealing Machine
Bottle Dryer
Quantity
1
1
1
Topical Preparation/ Packaging/ R. M. Store Section:
Sl. No.
28
29
30
31
32
33
34
Name
Automatic On-Line Machine for
Cream/Ointment
Semi-Automatic Tube Filling &
Crimping Machine
Boiler for Steam
Blister Machine (Alu-PVC &AluAlu)
Quantity
1
1
1
1
21
Sl.
No.
25
26
27
Sl.
No.
35
36
37
38
Blister Machine (Alu-PVC &AluAlu)
1
39
Semi Auto Tablet Counting
Machine
1
40
1
41
Batch Printing Machine
Quality Control Machineries:
Sl.No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
Name
Chromatography)
Spectrophotometer)
UV –Visible Spectrophotometer
Atomic Absorption
Spectrophotometer
Viscometer
Laboratory Water Distillation
Plant
Ultrasonic Water Bath
Dissolution Test Unit 8 Baskets
Disintegration Test Unit
Friability Tester
Leak Tester
Karl -Fisher Titrator
Automatic Potentiometric
Titrator
Halogen Moisture Anayser
Readability (1mg)
Readability (0.1 mg)
Readability (1 mg)
Balance Readability (10 mg)
Thermostatic Water Bath
Quantity
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Sl.
No.
Tray Dryer (For Drying
Excipients/Granules)
1
Name
Quantity
Name
Quantity
Cap Sealing Machine for HDPE
Conveyer Table
Label Printing Machine
Dispensing Booth
Sampling Booth
Defender Series Platform
Electronic Balance, Readability
(10 gm)
Defender Series Platform
Electronic Balance, Readability
(10 gm)
Balance, Readability (10 mg)
Name
1
1
1
2
1
1
1
1
1
1
Quantity
21
Melting Point & Boiling Point
Apparatus
23
Hot Air Oven
1
1
Automatic Digital Refractometer
Hot Plate with Magnetic Stirrer
1
1
1
22
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
Muffle Furnace
Automatic Polarimeter
Hardness Tester
Slide Callipers Digital
Tap Density Tester
Stability Chamber
Stability Chamber
Hygrometer
Fume Hood
Refrigerator
Spherometer/ Micrometer
Automatic Tablet Hardness
Tester
Digital Tablet Hardness Tester
High Quality HPLC Column
Analog Hotplate with magnetic
Stirrer
1
1
1
1
1
1
1
1
1
1
1
1
1
1
40
20
pH & Conductivity Meter
1
Quality Control Machineries (Microbiology Section):
Sl. No.
1
2
3
4
Name
Quantity
Laminar Air Flow
1
Colony Counter
1
1
Compound Microscope
Antibiotic Inhibition Zone
Reader
1
Sl.
No.
5
6
7
8
Name
Autoclave
Incubator (with Cooling &
Heating System)
Controlled Trinocular Microscope
Laboratory Binocular Microscope
Quantity
1
1
1
1
Maintenance Machineries:
Sl. No.
1
2
3
4
5
Remarks
Name
Station)
Air Compressor
Diesel Generator
Effluent Treatment Plant
Signed by
Quantity
Sl.
No.
Name
Quantity
6
Dehumidifier
1
1
7
Submersible Water Pump
1
8
1
9
Fire Protection System
1
The Company is in operation.
1
1
1
1
On behalf of ICB Capital Management Limited
Sd/(Md. Fazlul Hoque)
Executive Officer
Sd/(Ms. Swapna Roy)
Senior Executive Officer
Sd/(Mr. Mujibur Rahman Khan)
Deputy Chief Executive Officer
Sd/(Nasrin Sultana)
On behalf of Banco Finance and Investment Limited
SdMohammad Nuruzzaman
Deputy Manager
Sd/(Mohammad Hamdul Islam)
SdTanvir Ul Alam
Assistant Manager
Dated: 26 April, 2016
41
(xiv) If the issuer is entitled to any intellectual property right orintangible asset, full description of the property,
whether the same are legally held by the issuer and whether all formalities in this regard have been complied with;
The Company has no intellectual property right or intangible asset.
(xv) Full description of other properties of the issuer.
The company has set up its plant & machineries at Amulet Complex, Vill: Singdighi, P.O: Maona, Thana: Shreepur,
th
District: Gazipur to run operations and the corporate office is situated at Ch 72/1/B, Moddha Badda, Holland Centre (6
floor), Progoti Sarani, Dhaka-1212. The Company possesses the following fixed assets at written down value as per
audited financial statements:
December 31, 2015
(Written Down Value)
Particulars
55,259,840
72,873,747
175,124,103
1,994,671
4,869,203
3,676,979
1,326,552
2,191,786
629,855
16,807,098
334,753,832
Factory Building
Plant & Machinery
Generator
Office Decoration
Office Equipment
Furniture & Fixture
Motor Vehicles
Books
TOTAL
Entire above mentioned properties are owned by the Company.
Total land of the Company and its location is as under:
Particulars
Factory/Plant
Area in Decimals
104 decimals
Location
Amulet Complex, Singdighi, Maona, Shreepur, Gazipur
Status
On own purchased land
(F) PLAN OF OPERATION AND DISCUSSION OF FINANCIAL CONDITION:
(i) If the issuer has not started its commercial operation, the company’s plan of operations for the period which
would be required to start commercial operation which shall, among others, include:
This is not applicable for this Issue
(ii) If the issuer had been in operation, the issuer’s revenue and results from operation, financial position and
changes in financial position and cash flows for the last five years or from commercial operation, which is shorter,
shall be furnished in tabular form which shall, among others, include the following information:
a) Internal and external sources of cash:
The internal sources of cash of the company are the share capital, Share Money Deposit and Retained Earnings. The
external sources of cash are bank loans.
Particulars
Internal sources of Cash:
Share Capital
Share Money Deposit
Retained Earnings
Sub Total
External Sources of Cash:
Long Term Loan
Long Term Loan-Current Portion
Short Term Loan
Sub Total
Grand Total
Dec 30, 2015
June 30, 2015
June 30, 2014
June 30, 2013
(As Per Audited Financial Statements)
June 30, 2012
June 30, 2011
353,500,000
179,518,197
533,018,197
353,500,000
145,670,853
499,170,853
100,000,000
40,000,000
90,843,059
230,843,059
1,000,000
57,666,753
58,666,753
1,000,000
41,648,292
42,648,292
1,000,000
30,933,983
31,933,983
52,690,724
52,400,000
44,090,771
149,181,495
682,199,692
47,785,368
55,344,000
41,492,853
144,622,221
643,793,074
61,136,528
38,940,000
66,004,607
166,081,135
396,924,194
75,854,861
38,940,000
30,976,329
145,771,190
204,437,943
104,896,210
19,612,432
124,508,642
167,156,934
88,819,605
88,819,605
120,753,588
42
b) Any material commitments for capital expenditure andexpected sources of funds for such expenditure;
The Company has no Material Commitment for Capital Expenditure other than as specified in “Utilization of IPO
Proceeds” under the head Use of Proceeds & Implementation Schedule of this Prospectus.
c) Causes for any material changes from period to period inrevenues, cost of goods sold, other operating expenses
and net income;
The Company’s net profit after Tax and other business performance indicators show increasing trend due to
themanagement dedication and suitable strategic action to face competition in the industry. Successive strong financial
performance is the result of unwavering commitment of the promoters, management efficiency, employees’ sincerity,
use of appropriate technology, among others.
The following Table shows the year-to-year financial performance of the Company and which is increasing due to the
company’s long terms vision in this sector, experienced top tier management, favorable economic and government
rules and regulations, the commendable repayment culture is contributing for growth of the company.
Particulars
Net Turnover
Cost of Goods Sold
Operating Expenses
Net Profit/(Loss) after tax
Dec 31, 2015
213,031,638
124,617,881
21,518,659
33,847,344
June 30, 2015
388,157,162
226,973,745
39,345,743
54,827,794
June 30, 2014
294,467,820
180,380,774
36,263,403
33,176,306
June 30, 2013
212,055,360
130,469,705
32,097,532
16,018,461
(As per Audited Financial Statements)
June 30, 2012
140,576,835
87,415,016
24,650,562
10,714,309
June 30, 2011
69,078,920
43,998,617
11,942,223
6,533,981
Causes for Changes in Sales:
Due to efficient management, marketing policy and overall increasing demand of Pharmaceuticals Sector in the
economy, the Company’s sales revenue bolstered from the year 2013 to the year 2015. The previous year’s maintain a
stabilize trend in terms of sales.
Causes for Changes in Cost of Goods Sold:
As the Company increased its production capacity, its raw material consumption, factory overhead expenses and cost
of production also increased proportionately. As a result, the Cost of Goods Sold (COGS) also increased year to year.
Causes for Changes in Operating Expenses:
Operating Expenses include administrative expenses & selling & distribution expenses. Due to increases salary &
allowances, Bonus, and Sales promotional activities Operating Expenses has increased year to year.
Causes for Changes in Net Profit:
Due to efficient management of inventory and overall increasing demand of Pharmaceuticals Sector in the economy,
the Company’s Net Profitincreases from the yearto the year.
d) Any seasonal aspects of the issuer’s business;
As the products of pharmaceuticals industry are of basic in nature and majorly chronic care related, Bangladesh
Pharmaceuticals market is consistent. However, there may be some insignificant seasonal variation in demand for
certain medicine increase seasonally. Therefore, the company’s operating results may vary insignificantly over the
month of a year.
e) Any known trends, events or uncertainties that may havematerial effect on the issuer’s future business;
There are no known trends in customer preferences that affect Company’s operations. The business operation of the
Company may be affected by some known events as follows:






Political unrest
Natural disaster
Entrance of new technology
Increase competition
Increased production cost
Govt. Policy change towards the industry
f) Any assets of the company used to pay off anyliabilities;
None of the assets of the company has been used to pay off any liabilities of the company.
g) Any loan taken from or given to any related party orconnected person of the issuer with details of the same;
The Company has not taken any loan from or given to any related party or connected person of the issuer.
43
h) Any future contractual liabilities the issuer may enterinto within next one year, and the impact, if any, on the
financial fundamentals of the issuer;
The company neither has any future contractual liabilities nor has any plan to enter into any contractual liabilities
otherthan normal course of business within next one year that would impact the financial fundamentals of the
company.
i) The estimated amount, where applicable, of future capital expenditure;
The Company has not any plan to make any capital expenditure except for those mentioned in the ‘Use of
Proceeds’Chapter in this prospectus.
j) Any VAT, income tax, customs duty or other taxliability which is yet to be paid, including any contingent liabilities
stating why the same was not paid prior to theissuance of the prospectus. Updated income tax status for the last 5
years or from commercial operation, which is shorter;
VAT: The Company has VAT registration number-18061011246. It pays VAT in time and submitted return accordingly
and therefore the Company has not any outstanding VAT as on December 31, 2015.
Income Tax:The E-TIN (Tax Payers Identification Number) of APL is 646693455577, Taxes Circle-161 (Company), Tax
Zone-03, Dhaka. Year wise income tax status of the Company is as under:
Income Year
Assessment Year
2013-2014
2014-2015
2014-2015
2012-2013
2011-2012
2010-2011
Status
2015-2016
Return submitted and Assessment is under Process
2013-2014
Assessment completed by DCT
2012-2013
2011-2012
Customs Duty: There is no customs duty liability of the Company as on December 31, 2015
k) Any financial commitment, including lease commitment,the company had entered into during the past five years
or from commercial operation, which is shorter, giving details as to how the liquidation was or is to be effected;
Name of Institution
Pubali Bank Ltd.
Pubali Bank Ltd.
Pubali Bank Ltd.
Pubali Bank Ltd.
Type of Loan
Long Term Loan
Long Term Loan
Long Term Loan
Short Term Loan
Amount of
Loan
Interest
Rate
10,150,000
15.50%
86,248,000
25,400,000
40,000,000
Sanction
Date
13.00%
18-03-2010
15.00%
24-11-2014
15.50%
16-02-2014
31-10-2014
Amount of
Installment
38,940,000
2,640,000
2,752,8000
-
Outstanding
Balance as on
31.12.2015
78,603,605
6,839,565
19,647,554
44,090,771
l) Details of all personnel related schemes for which thecompany has to make provision for in future years;
The Company has adequate programmers for human resource development. Company also has a well-designed
Compensation plan for attracting highly capable professional staff with high degree of integrity. The compensation
package include Salary and Allowances, Bonus, Leave Salary, Performance based reward scheme etc.
The Company considers its human resources as the most valuable assets and the profitability of Company largely
depends on the efficient & effective productivity of human resources. With a view to supporting these lofty objectives,
the Company makes provision for Workers’ Profit Participation Fund (WPPF) @ 5% of the net profit after charging such
contribution but before tax contribution by the Company and pay Festival Bonus.
44
m) Break down of all expenses related to the public issue;
The following amount to be paid to the Issue Manager, Underwriters and other costs are as follows:
Sl.
A.
B.
ISSUE MANAGEMENT FEES
Manager to the Issue Fee
Particulars
VAT against Issue Management Fees
LISTING RELATED EXPENSES
Application Fees for Stock Exchanges
Listing Fee for Stock Exchanges (DSE & CSE)
Annual Fees for DSE & CSE
C.
D.
E.
F.
Nature of Expenditure
1.00% on the public offer amount or Tk. 03.00
million whichever is lower
@ 15% on Issue Management Fees
Tk. 50,000 for each exchanges
& 0.25% on Tk. 10 Crore and 0.15% on the rest
amount of paid up capital; (minimum Tk. 50,000
and maximum Tk. 10,000,000 for each exchanges)
@ 0.05% on Tk. 100 Crore of paid up capital and
0.02% on the rest amount of paid up capital;
(minimum Tk. 50,000 and maximum Tk. 600,000
for each exchanges)
BANGLADESH SECURITIES AND EXCHANGE COMMISSION
Application Fee
BSEC Consent Fee
@ 0.40% on the public offering amount
IPO RELATED FEES
Underwriting Commission
@ 0.50% on underwritten amount
Auditor Certification Fees
At Actual
CDBL FEES AND EXPENSES
Security Deposit
At Actual
Documentation Fee
At Actual
Annual Fee
At Actual
Connection Fee
@ Tk. 500 per month (12*500)
IPO Fees
@ 0.015% on total paid up capital after IPO
PRINTING AND POST IPO EXPENSES
Publication of Prospectus
Estimated (5000 Pcs*160/-)
Abridged version of Prospectus and Notice in 4 daily newspaper
Estimated (to be paid at actual)
Notice for Prospectus, Lottery, Refund etc. in 4 daily newspaper
Lottery Conducting Expenses & BUET Fee
Collection of Forms, Data Processing and Share Software Charge
Allotment and Refund
Administrative & Stationary Expense
GRAND TOTAL (A+B+C+D+E+F)
N.B.: Actual costs will vary if above mentioned estimates differ and will be adjusted accordingly.
Amount in BDT
1,725,000
1,500,000
225,000
2,314,000
100,000
1,710,500
503,500
650,000
50,000
600,000
762,500
262,500
500,000
684,025
500,000
2,500
100,000
6,000
75,525
6,300,000
800,000
800,000
200,000
1,000,000
3,000,000
300,000
200,000
12,435,525
n) If the issuer has revalued any of its assets, the name,qualification and experiences of the valuer and the reason
for the revaluation, showing the value of the assets prior to the revaluation separately for each asset revalued in a
manner which shall facilitate comparisonbetween the historical value and the amount afterrevaluation and giving a
summary of the valuation report along with basis of pricing and certificates required under the revaluation
guideline of the Commission;
No revaluation has been made to the Company’s assets and liabilities.
o) Where the issuer is a holding/subsidiary company, fulldisclosure about the transactions, including its nature and
amount, between the issuer and its subsidiary/holding company, including transactions which had taken place
within the last five years of the issuance of the prospectus or since the date of incorporation of the issuer,
whichever is later, clearly indicating whether the issuer is a debtor or a creditor;
The Company has no subsidiary nor it is operated under a holding company nor does it have any associate company.
Hence, no transaction has taken place.
p) Financial Information of Group Companies: followinginformation for the last three years based on the audited
financial statements, in respect of all the group companies of the issuer, wherever applicable, along with significant
notes of auditors:
The Company has not under any kind of Group of Companies.
45
q) Discussion on the results of operations shall inter-alia contain the following:
1) A summary of the past financial results after adjustmentsas given in the auditor’s report containing
significant items of income and expenditure;
There was no adjustment given by the auditors during the last five year. Summary of the past financial results and
operations are presented below:
Particulars
Dec 31, 2015
Non-Current Assets
Current Assets
Shareholder’s Equity
Non-current Liabilities
Current Liabilities
Turnover
Gross Profit/(Loss)
Other Income
334,753,832
468,537,771
533,018,197
67,274,089
202,999,317
213,031,638
88,413,757
92,435
53,742,211
33,847,344
June 30, 2015
346,581,790
396,600,359
499,170,853
61,283,640
182,727,656
388,157,162
161,183,417
157,095
93,527,975
54,827,794
June 30, 2014
2) A summary of major items of income and expenditure;
Particulars
Turnover
Gross Profit/(Loss)
Dec 31, 2015
213,031,638
88,413,757
53,742,211
33,847,344
June 30, 2015
388,157,162
161,183,417
93,527,975
54,827,794
202,531,261
252,393,598
230,843,059
68,669,410
155,412,390
294,467,820
114,087,046
53,458,450
33,176,306
June 30, 2014
294,467,820
114,087,046
53,458,450
33,176,306
3) The income and sales on account of major products orservices;
Major Products
Tablet
Capsule
Liquid
Ointment
Sales
June 30, 2013
June 30, 2012
157,561,070
86,259,024
58,666,753
81,816,057
103,337,284
212,055,360
81,858,655
28,215,964
16,018,461
June 30, 2013
212,055,360
81,858,655
28,215,964
16,018,461
127,413,974
73,013,569
42,648,292
109,240,890
48,538,361
140,576,835
53,161,819
19,762,446
10,714,309
106,342,264
31,449,360
31,933,983
91,527,065
14,330,576
69,078,920
25,080,303
12,484,720
6,533,981
June 30, 2012
140,576,835
53,161,819
19,762,446
10,714,309
Net Income
117,910,701
80,829,505
11,481,560
2,809,872
June 30, 2011
June 30, 2011
69,078,920
25,080,303
12,484,720
6,533,981
18,734,138
12,842,525
1,824,238
446,444
4) In case, other income constitutes more than 10% of thetotal income, the breakup of the same along with the
nature of the income, i.e., recurring or non-recurring;
The Company’s other income is not more than 10% of the total income.
5) If a material part of the income is dependent upon asingle customer or a few major customers, disclosure of this
fact along with relevant data. Similarly if any foreign customer constitutes a significant portion of the issuer’s
business, disclosure of the fact along with its impact on the business considering exchange rate fluctuations;
The Company’s income is not dependent upon a single customer or a few major customers nor foreign customer.
6) In case the issuer has followed any unorthodoxprocedure for recording sales and revenues, its impact shall be
analyzed and disclosed.
The issuer has not followed any unorthodox procedure for recording sales and revenues.
r) Comparison of recent financial year with the previousfinancial years on the major heads of the profit and loss
statement, including an analysis of reasons for the changes in significant items of income and expenditure, interalia, containing the following:
Particulars
Net Turnover
Cost of Goods Sold
Gross Profit/(Loss)
Operating Expenses
Operating Income
Other Income
Net Profit/(Loss) before Tax
Net Profit/(Loss) after tax
Dec 31, 2015
213,031,638
124,617,881
88,413,757
21,518,659
66,895,098
92,435
53,742,211
33,847,344
June 30, 2015
(As per Audited Financial Statements)
388,157,162
226,973,745
161,183,417
39,345,743
121,837,674
157,095
93,527,975
54,827,794
June 30, 2014
294,467,820
180,380,774
114,087,046
36,263,403
77,823,643
53,458,450
33,176,306
46
1) Unusual or infrequent events or transactionsincluding unusual trends on account of business activity, unusual
items of income, change of accounting policies and discretionary reduction of expenses etc.
There is no unusual or infrequent events or transactions including unusual trends on account of business activity,
unusual items of income, change of accounting policies and discretionary reduction of expenses etc.
2) Significant economic changes that materially affect or are likely to affect income from continuing operations;
There is no significant economic change except introduction of new projects that materially affect or are likely to
affectincome from continuing operations.
3) Known trends or uncertainties that have had or areexpected to have a material adverse impact on sales, revenue
or income from continuing operations;
Products of pharmaceuticals industry with related to healthcare needs which one of the fundamental needs of all
livings beings. There is a lot of scope to increase the market significantly, which depends on factors like increase of per
capital income, increase health consciousness among mass people. Besides local market, contract manufacturing and
emerging overseas market also can play a greater role. On the contrary, factors like natural disaster, entrance of new
technology, increase in competition etc. can affect the business as well.
4) Future changes in relationship between costs andrevenues, in case of events such as future increase in labor or
material costs or prices that will cause a material change are known;
Any event such as increase in labor or material costs or prices will not affect the operational result of the
company,because of, with the passages of time volume and prices of net sales or revenue are also expected to increase
in normal course of operation and for introduction of new products or services.
5) The extent to which material increases in net sales orrevenue are due to increased sales volume, introduction of
new products or services or increased sales prices;
The issuer is expecting the increased net sales or revenue because of sales volume, new product line and sales price. It
is forecasted that we will be able to increase our net sales or revenue around 20 percent on an average for the next 3
years.
6) Total turnover of each major industry segment inwhich the issuer operated;
Pharmaceuticals products are met one of the basic needs for all living being. It is one of the fastest growing industries
inthe world. According to IMS by 2017 demand of pharmaceuticals products will be USD 1,200 billion, which was USD
965 billion in the year 2012.
According to the same source, in the year 2014 Bangladesh pharmaceuticals market size was Tk. 10,600 crore with a
growth Percentage 8.48. For the period ended December 31, 2015, Amulet sales was Tk. 21.30 crore. According to IMS
in the year 2015 Bangladesh pharmaceuticals market size was Tk. 12,000 crore. Insiders of the industry apprehend that
by the year 2020 Bangladesh pharmaceuticals size will be Tk. 20,000 crore. They also apprehend that pharmaceuticals
products are going to be added into the Bangladesh export basket in a big way within couple of years.
7) Status of any publicly announced new products orbusiness segment;
The Company did not announce new products or business segment.
8) The extent to which the business is seasonal.
As the products of pharmaceuticals industry are met the basic need of all living being and majorly chronic care related,
Bangladesh pharmaceuticals market is consistent. As such, company’s business is not seasonal significantly.
s) Defaults or rescheduling of borrowings with financialinstitutions/ banks, conversion of loans into equity
alongwith reasons thereof, lock out, strikes and reasons for the same etc.
Amulet has not been recognized as defaulter, and never rescheduled any of its borrowings with financial
institutions/banks.There is no history of conversion of loan into equity, lock out and strikes.
47
t) Details regarding the changes in the activities of the issuerduring the last five years which may had a material
effect on the profits/loss, including discontinuance of lines of business, loss of agencies or markets and similar
factors;
There were no changes in the activities of the Company during the last five years and had not any material effect on
the profits/loss, including discontinuance of lines of business, loss of agencies or markets and similar factors.
u) Injunction or restraining order, if any, with possibleimplications;
There is no event in history of Company regarding the injunction or restrain order.
v) Technology, market, managerial competence and capacitybuilt-up;
TECHNOLOGY:
Amulet Pharmaceuticals Ltd. is one of the growing pharmaceutical companies in Bangladesh with it’s headquarter in
Dhaka. It has been developing, manufacturing, selling and distributing pharmaceutical products throughout
Bangladesh, a country with 160 million people. Amulet has enabled people of all income categories to live their lives to
the fullest.
customers, supports doctors and consultants with detailed information on their product range and provides dedicated
customer service. Amulet Pharmaceuticals Ltd. has a dedicated and competent workforce with exceptional expertise
and talent in the field of pharmaceutical products employed in the factory, office and the sales force. Near future APL is
going to introduce Herbal Section (Herbal Products) and Ophthalmic Section (Eye Ointment).
quality.
MARKET:
inthe world. According to IMS by 2017 demand of pharmaceuticals products will be USD 1,200 billion, which was USD
965 billion in the year 2012.
in the world. According to IMS by 2017, demand of pharmaceuticals products will be USD 1,200 billion. According to
the same source, in the year 2014 Bangladesh pharmaceuticals market size was Tk. 10,600crore with a growth of
8.48%. For the period ended December 31, 2015 (six months), Amulet's domestic sales was Tk. 21.30 crore with a
growth 16.90% compared to last same period sales. According to IMS in the year 2015, Bangladesh pharmaceuticals
market size was Tk. 12,000 crore (based on 520 Chemist shop of urban area in Bangladesh).
MANAGERIAL COMPETENCE:
All the members of the management team of the company are highly qualified, trained & skilled professionals,
wellexperienced and extremely devoted. The management team is led by Mr. Abu Zafar Enayet Rasul, Managing
Director & Director and acts for the best interest of the company.
The expert team of Amulet, which consists of 349 employees from various disciplines, are seasoned and experienced
enough to use the facilities for production to fulfill the demand of target customers.
Successive strong financial performance is the result of unwavering commitment of the promoters, management
efficiency, employees’ sincerity, use of appropriate technology, among others.
CAPACITY BUILD UP:
To keep space with the contemporary technology and customer demand the company continuously investing
anddeploying enough resources including human resources.
w) Changes in accounting policies in the last three years;
The management of the Company has not change any accounting policies in the last three years.
48
x) Significant developments subsequent to the last financialyear: A statement by the directors whether in their
opinion there have arisen any circumstances since the date of the last financial statements as disclosed in the
prospectus and which materially and adversely affect or is likely to affect the trading or profitability of the issuer,
or the value of its assets, or its ability to pay its liabilities within the next twelve months;
STATEMENT REGARDING SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR
This is to certify that in our opinion there have not arisen any circumstances since the date of the last financial
statementsas disclosed in the prospectus and which materially and adversely affect or is likely to affect the trading or
profitability of The Amulet Pharmaceuticals Limited or the value of its assets, or its ability to pay its liabilities within the
next twelve months.
Chairman
Director & CEO
Sd/Abdul Mannan
Director
Sd/M. A. Bari
Director
Director
y) If any quarter of the financial year of the issuer ends afterthe period ended in the audited financial statements as
disclosed in the prospectus/information memorandum, unaudited financial statements for each of the said
quarters duly authenticated by the CEO and CFO of the issuer;
The issuer ends after the period ended in the audited financial statements as incorporated in the prospectus, there are
no unaudited financial statements for each of the said quarters.
z) Factors that may affect the results of operations.
Factors like increase of per capita income, increase health consciousness among mass people, local market,
contractmanufacturing and emerging overseas market can play a greater role. On the contrary, factors like natural
disaster, entranceof new technology, increase in competition etc. can affect the business as well.
CHAPTER VII: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
(a) Overview of Business and Strategies;
The project was setting up a pharmaceutical industry is envisaged by a group of qualified entrepreneurs with a view to
extend its present pattern of business in the field of medicine. It will provide services to the needy people with
minimum prices so that poor and destitute will be able to procure medicine. The promoters are well-renounced
educated and highly experienced entrepreneurs. Having been a successful business group in Garments Manufacturing
and Exporting sector, tourism sector and electricity generation business this group of entrepreneurs plan to diversify
business and decided to go for Pharmaceutical sector by setting up a medicine manufacturing unit. It is expected that
they will be able to run the project successfully.
Having decided to establish a pharmaceutical industry basically two options were looked for. Option 1 is to buy an
existing pharmaceuticals factory and renovate it to a desirable level of standard to satisfy GMP (Good Manufacturing
Practice) compliance. Option 2 was to construct a new GMP compliant factory in Maona, Sreepur, Gazipur and apply
for manufacturing license from the Directorate of Drugs, Government of Bangladesh.
49
In pursing these two options a mixed option became available and the company decided to for that. This mixed option
was to buy a company with their license of manufacturing Non-Biological Medicine but the production facility was very
poor and not worthy to work on it. In future an up-to-date manufacturing facility needs to be constructed. So it was
decided to buy the company with the license and build a new manufacturing facility on company’s own land at Maona,
Sreepur, Gazipur. The Company that was bought called Healing Pharmaceuticals Ltd. Its office cum factory was at
Kadamtali, Bashabo, Dhaka. Shares of Healing Pharmaceuticals Ltd. were transferred to new shareholders and
registered by RJSC on 2008.
After completing the process of share transfers and duly registered by RJSC, an application was made to Directorate of
Drugs Administration, Government of Bangladesh on 02 March, 2008 for the followings:
1) Approval of the change of shareholders of Healing Pharmaceuticals Ltd.;
2) Acceptance of the change of the name of the company from Healing Pharmaceuticals Ltd. to Amulet
Pharmaceuticals Limited;
3) Permission to relocate the manufacturing facility from Kadamtola Basabo to Maona, Sreeepur, Gazipur;
4) Grant of a period of 2 years to construct a factory facility and decoration of the same;
5) Approval of a Biological License in addition to the existing the Non-Biological license.
An approval was received from the Directorate of Drug Administration on 13 April, 2009 of the followings:
1) Approval of the share transfer of Healing Pharmaceuticals Ltd.;
2) Approval of change of the company Name from Healing to Amulet Pharmaceuticals Ltd.;
3) Relocation and grant of one year time for construction of a new manufacturing facility at Maona, Sreepur, Gazipur in
according to the GMP compliances.
This new facility was ready for inspection by the Directorate of Drugs Administration to grant Amulet with a Biological
manufacturing license in addition to the existing Non-Biological license. Subsequently the factory and the facility was
inspected by the Directorate of Drug Administration on 10 June, 2011 and the Biological Manufacturing license in
addition to the renewal of existing Non-biological license was granted On 24 October, 2011. Finally production at this
new manufacturing facility of Amulet Pharmaceuticals at Maona, Sreepur, Gazipur started on 01 November, 2011.
Since then slowly all products of Amulet Pharmaceuticals Ltd are being produced in this new GMP compliant
manufacturing facility.
Highlights of the Company
Date of incorporation as Private Limited Company
Commencement of commercial operation
Conversion date from Private Limited Company to Public Limited Company
Date of change of denomination of face value of share from Tk. 100 to Tk. 10
Company Background
August 11, 1985
July 24, 2014
April 24, 2014
Name of the Company
Nature of Business
Registered Office Address
Factory Office Address
Current Managing Director
Revenue as per Audited Financial
Statements December 31, 2015
Net Profit as per Audited Financial
Employees as per Audited Financial
Existing Capacity
Amulet Pharmaceuticals Ltd. (APL)
Manufacturing and Marketing of quality medicine.
th
Cha-72/1-B, Moddha Badda (6 Floor), Holland Center, Progoti Sharani, Dhaka-1212
Amulet Complex, Singdighi, Maona, Sreepur, Gazipur, Bangladesh
Tk. 213,031,638
Main Competitors
There are 262 active pharmaceuticals companies and APL is competing with each other
directly or indirectly with in the sector. For a better and sustainable growth, APL has to
face some giant competitor like Square Pharmaceuticals Ltd., Beximco Pharmaceuticals
Ltd., Incepta Pharmaceuticals Ltd., Drug International Ltd., ACI Pharmaceuticals Ltd.,
ACME Pharmaceuticals Ltd., Opsonin Pharmaceuticals Ltd., Aristopharma, Noverties
Ltd., Reneta Pharmaceuticals Ltd., Ibne-Sina Pharmaceuticals Ltd., Globe
Pharmaceuticals Ltd. etc.
Tk. 33,847,344
349 person
Installed Capacity:
Tablet & Capsule
Liquid & Ointment
160.00 Million Pcs
1.50 Million Pcs
Actual Production:
Tablet & Capsule
Liquid & Ointment
57.92 Million Pcs
0.50 Million Pcs
50
 APL’s Strategies
APL’s key strategic objectives are to:
 To ensure good service and happiness for all;
 To ensure stable and long term return to investors;
 To maintain state-of-the-art service facilities for ensuring best quality products to the customers;
 Comprehensive marketing and distribution network (both in domestic and international markets);
 To see new ways of working to improve efficiency and ensure sustainability.
 To improve the health status of population particularly of mothers and children;
 To consolidate and strengthen existing Primary Health Care (PHC) program;
 To prevent, control and treat major communicable and non-communicable diseases;
 To promote adequate production, supply and distribution of essential drugs, vaccines and other therapeutic
agents; and
 To excellent relationship with health care professionals, chemists and other concerned stakeholders.
Nature of Business
Amulet Pharmaceuticals Ltd. is one of the growing pharmaceutical companies in Bangladesh with it’s headquarter in
Dhaka. It has been developing, manufacturing, selling and distributing pharmaceutical products throughout
Bangladesh, a country with 160 million people. Amulet has enabled people of all income categories to live their lives to
the fullest.
customers, supports doctors and consultants with detailed information on their product range and provides dedicated
customer service. Amulet Pharmaceuticals Ltd. has a dedicated and competent workforce with exceptional expertise
and talent in the field of pharmaceutical products employed in the factory, office and the sales force. Near future APL is
going to introduce Herbal Section (Herbal Products) and Ophthalmic Section (Eye Ointment).
quality.
Basic Principle of Amulet Pharmaceuticals Ltd.
The basic principle of Amulet Pharmaceuticals Ltd. is “respect for the individual” and this inspired us to set the following
Mission, Vision, Corporate Value, Target, Goal, Strength, Safety, Environment and major Focus.
Mission



We will discover, develop and successfully market pharmaceutical products to prevent, diagnose, alleviate and
cure diseases.
We shall provide total customer satisfaction and achieve leadership in our chosen markets as supplier of quality
products and services across the globe, through excellence in advanced technology and technically competent
personnel.
We are responsible to the society. We shall be good corporate citizens and will be driven by high ethical standards
in our practices."
Vision
Our vision is to be a leading pharmaceutical company in Bangladesh and to become a significant global partner by
providing high quality, affordable and innovative solutions in medicine and treatment.
Corporate Values
In Amulet, we are guided by a set of corporate values which inspire the daily tasks in our professional staff and the
management. These values are:
Professionalism
The Company is committed to employing the right people with the right skills in the right place at the right time. From
highly qualified industrial pharmacists to locally well-known medical promotions officer, from quality assurance
scientists to business analysts, the company employs true professional and also provides them continuous
development training.
51
Innovation and Creativity
The Company encourages its research team and its production team innovates and creates enabling it to produces
products which are of very high quality and is affordable to our target customer base. True universal healthcare is our
ultimate aim.
Teamwork and Leadership:
The Company respects all its stakeholders’ staff, management, health service providers, retailers, investors and all
those who come in contact with the company. Everyone is respected, kept involved, always heard, well led and valued.
The company communicates its vision, values and performance targets in a way that engages everyone in buildin
building a
forward thinking team.
Customer focus and Transparency
The Company treats all its customers, health service providers and retailers with trust, respect and appreciation. It
maintains test records of all its products in a transparent, proactive and positive
pos
way.
Target
To maintain customer trust and satisfaction nationwide that includes local and international compliance of 46 LDCs
(Least Developing Country) barrier and opportunities with in the year of 2016 with trusted name in quality medicine.
Goal
Inspired by a single goal for your health: To shape the dreams with creativity and ingenuity with an aim for highly
efficient and quality production.
Strength
Its strength lies in the commitment of both management and workers to deliver value to the clients,
cli
customers,
consumers and well-wishers.
Safety
Anyone entering the factory in working hour uses shoes with hygienic cover, hand-gloves,
hand gloves, aprons and required safety
measure. In addition firefighting system is there to support.
Environment
All necessaryy precautions will be taken to reduce the environmental impact to a minimum standard. The Company
already got the environmental clearance. The factory will have insignificant negative impact on environment because
our factory location is every much environ
environment
ment friendly to manufacture finished medicines in pleasant environmental
atmosphere.
(b) SWOT Analysis
It is a common phenomenon that each and every business has its some strength and weakness as well as some
opportunities and threats comes before it. But, through proper management, it is possible to convert the weakness
into strength and to convert threat into opportunities. APL’s Strength, Weakness, Opportunities and Threats are like
follows:
Strengths:
 Adaptor of most modern state of the art sophisticated technology, which will help us to increase our sales;
 Our workers are highly trained and efficient;
 Government shows positive signs towards this kind of business;
 Price and cost are competitive. As our service qualities are high, we will easily compete with our industry rivals;
 Country wide extensive distribution channel;
 Strong brand recognition and outstanding service;
 Application of Corporate Governance.
52
Weaknesses:
 Uncovered areas of business (dosages form);
 Less urban focus than major competitors;
 In most cases follower in new product launching.
Opportunities:
 Vast scope of related diversification;
 Emerging overseas market;
 Competitive pricing for the quality of product offered;
 Pharmaceutical market of Bangladesh is booming rapidly, so APL has a huge scope to do better;
 Establish & Growing market segment.
Threats:
 New government regulations. As the business is getting competitive, govt. may impose new starting up business;
 Higher competition existing rivals in all aspects;
 There are many players of about same size and strategy.
(c) Analysis of the financial statements of last five years withreason(s) of fluctuating revenue/sales, other income,
totalincome, cost of material, finance cost, depreciation and amortization expense, other expense; changes of
inventories, net profit before & after tax, EPS etc.
Particulars
Turnover
Total Income
Other Income
Cost of Material
Finance Cost
Depreciation
Amortization
Other Expenses
Changes of Inventories
Earnings per Share
Dec 31, 2015
21,031,638
June 30, 2015
88,413,757
92,435
388,157,162
161,183,417
157,095
June 30, 2014
June 30, 2013
114,087,046
81,585,655
294,467,820
-
212,055,360
-
June 30, 2012
140,576,835
53,161,819
-
June 30, 2011
69,078,920
-
124,617,881
226,973,745
180,380,774
130,469,705
87,415,016
43,998,617
22,240,615
42,591,482
29,413,773
23,375,468
19,828,996
16,618,470
-
-
-
10,558,211
-
23,790,395
-
21,692,270
-
19,861,361
-
7,760,689
-
29,124
-
181,178,281
157,497,083
86,019,604
40,857,257
37,004,548
16,966,015
33,847,344
54,827,794
33,176,306
16,018,461
10,714,309
6,533,981
53,742,211
0.96
93,527,975
4.41
53,458,450
182.92
28,215,964
1,601.85
19,762,446
1,071.43
12,484,720
653.40
Reason of fluctuation:
Causes for Changes in Sales:
Due to efficient management, marketing policy and overall increasing demand of Pharmaceuticals Sector in the
economy, the Company’s sales revenue bolstered from the year 2013 to the year 2015. The previous year’s maintain a
stabilize trend in terms of sales.
Causes for Changes in Cost of Goods Sold:
As the Company increased its production capacity, its raw material consumption, factory overhead expenses,
depreciation and cost of production also increased proportionately. As a result, the Cost of Goods Sold (COGS) also
increased year to year.
Causes for Changes in Operating Expenses:
Operating expenses include administrative expenses & selling & distribution expenses. Due to increases salary &
allowances, bonus and sales promotional activities Operating Expenses has increased year to year.
Causes for Changes in Net Profit:
Due to efficient management of inventory and overall increasing demand of Pharmaceuticals Sector in the economy,
the Company’s Net Profit and EPS increases from the yearto the year.
53
(d) Known trends demands, commitments, events or uncertainties that are likely to have an effect on
thecompany’s business;
There are no known trends in customer preferences that affect Company’s operations. The business operation of the
Company may be affected by some known events as follows:






Political unrest
Natural disaster
Entrance of new technology
Increase competition
Increased production cost
Govt. Policy change towards the industry
(e) Trends or expected fluctuations in liquidity;
There are no trends of expected fluctuations in liquidity
(f) Off-balance sheet arrangements those have or likely to havea current or future effect on financial condition.
There are no off-balance sheet arrangements those have or likely to have a current or future effect on financial
condition.
CHAPTER VIII: DIRECTORS AND OFFICERS
(a) Name, Father’s name, age, residential address, educational qualification, experience and position of each of the
directors of the company and any person nominated/represented to be a director, showing the period for which
the nomination has been made and the name of the organization which has nominated him;
Father’s
Name
Name of Directors
Abu Saeed Shaukat Ahmed
Abdul Mannan
Late M.A. Musabbir
Late M.A. Musabbir
M. A. Bari
Syed Amirul Islam
Mr. Syed Abdul Wali
Late Morshed Ali
M. A. Bari
Age
(Years)
60
54
Residential Address
Apt. No. A/401, House No. 63,
Road No. 8/A, Dhanmondi R/A,
Dhaka.
Apt. No. A/401, House No. 63,
Road No. 8/A, Dhanmondi R/A,
Dhaka.
Educational
Qualification
B.Sc in Electrical & Electronic
Engineering from University of
Leeds, UK
B.Sc in Civil Engineering from
University of Leeds, UK and
M.Sc. in Hydroinformatics
(Holland)
Experience
Position
32
Chairman
28
Director &
MD
B.A
18
Director
40
7 Housing Estate, Amborkhana,
Sylhet.
54
8/19, Block-C, Flat No. C-1,
Lalmatia, Dhaka-1207.
M. Pharm, MBA
28
83
Sylhet.
Director &
CEO
B.A
51
Director
Muhammed Ahmed Ali
Late Assoddor Ali
76
Sylhet.
B.A
40
Director
A U M Mamun Chowdhury
Late Rafiqul Islam
Chowdhury
49
Vill: Noagram, P.S:
Chowddagram, Comilla.
M.Com, CA CC
24
Independent
Director
LL.B (Hon’s), LL.M
22
Md. Munshi Sohrab
Hossain
46
Vill+Post: Kamtana, P.S:
Lohagara, Narail.
Independent
Director
(b) The date on which he first became a director and the date onwhich his current term of office shall expire;
Name of Directors
Abdul Mannan
Syed Amirul Islam
M. A. Bari
Muhammed Ahmed Ali
Position
Chairman
Director
Director & CEO
Director
Director
Date of Becoming Director
for the First Time
28.01.2008
28.01.2008
28.01.2008
28.01.2008
10.11.2009
27.05.2015
20.01.2016
20.01.2016
Date of Expiration of
current term
AGM in 2017
28-01-2018
AGM in 2018
AGM in 2019
AGM in 2018
AGM in 2017
19.01.2019
19.01.2019
54
(c) If any director has any type of interest in other businesses,names and types of business of such organizations. If
anydirector is also a director of another company or owner orpartner of any other concern, the names of
suchorganizations;
Directorship/Sponsorship/Ownership with other Companies
Name of Company
Type of Business
Action for Business Ltd.
Service Sector
Manningham Housing Association Ltd.
Real State Sector
Suman Fashions Garments Ltd.
Garments Sector
Bichitra Garments Ltd.
Garments Sector
Garments Sector
Garments Sector
Garments Sector
Garments Sector
Baraka Apparels Limited
Textile Sector
Fusion Holdings (Pvt.) Ltd.
Real Sate
N/A
N/A
Garments Sector
Barakatullah Electro Dynamics Limited
Power Sector
Garments Sector
Sylhet Women’s Medical College & Hospital
Health Sector
Jonaki International (Pvt.) Limited
Travel sector
Royal Homes Ltd.
Real State Sector
Royal Educare Ltd.
Education Sector
N/A
N/A
N/A
N/A
Shurwid Industries Ltd.
Plastic Sector
Name of Directors
Abdul Mannan
Syed Amirul Islam
M. A. Bari
Muhammed Ahmed Ali
Position
Chairman
Director
Director
Director
N/A
Managing Director
Vice Chairman
Director
N/A
(d) Statement of if any of the directors of the issuer areassociated with the securities market in any manner. If
anydirector of the Issuer Company is also a director of any issuerof other listed securities during last three years
then dividendpayment history and market performance of that issuer;
There is no involvement of any director of the APL except Mr. M. A. Bari, Vice Chairman of Barakatullah Electro Dynamics Limited, as a director and
Md. Munshi Moniruzzaman, Independent Director of Shurwid Industries Limited of an issuer of the listed securities.
Mr. M. A. Bari
Name of the Issue
Baraka Power Limited
Name of the Issue
Publication Date of
Prospectus
February 01, 2011
Listing
Year
2011
Issue
Price
60.00
2015
8% C, 8% B
2014
2013
2012
17% B
10% C, 5% B
21% B
2011
20% B
Publication Date of
Prospectus
April 27, 2014
Listing
Year
2014
Issue
Price
10.00
2015
N/A
2014
2013
2012
15% B
-
2011
10% B
Market performance of Baraka Power Limited
Baraka Power Limited
Particulars
2015
Turnover
3,844,108,738
Gross Profit
1,042,093,141
Net Profit after Tax
568,170,272
NAV per share
19.39
Earnings per Share
2.76
Source: www.barakapower.com
2014
1,573,361,307
516,846,359
279,605,832
19.45
1.90
2013
675,390,784
364,819,171
184,261,472
19.43
1.48
2012
731,781,707
390,433,560
195,641,803
21.65
1.90
2011
767,024,698
377,238,088
164,121,029
23.68
2.32
Particulars
2015
Turnover
Gross Profit
Net Profit after Tax
(1,651,050)
NAV per share
12.27
Earnings per Share
(0.03)
Source: www.barakapower.com
2014
51,526,151
20.22
1.64
2013
229,904,457
77,832,939
34,221,478
14.11
1.09
2012
202,306,005
63,155,232
28,849,855
13.03
0.92
2011
189,738,222
62,117,370
37,744,388
13.33
1.57
55
(e) Any family relationship (father, mother, spouse, brother,sister, son, daughter, spouse’s father, spouse’s
mother,spouse’s brother, spouse’s sister) among the directors andtop five officers;
Name of Directors
Abdul Mannan
Syed Amirul Islam
M. A. Bari
Muhammed Ahmed Ali
Position of the Company
Chairman
Director
Director
Director
Director
Relationships
Elder brother of Mr. Abu Zafar Enayet Rasul
Younger brother of Mr. Abu Saeed Shaukat Ahmed
Son of Mr. M. A. Bari
No relation with other Directors
Father of Mr. Abdul Mannan
No relation with other Directors
N/A
N/A
Family Relationship among the Directors and Top Five Officers:
There is no family relationship between directors and officers except Mr. Abu Saeed Shaukat Ahmed, Chairman of the
company is the elder brother of Mr. Abu Zafar Enayet Rasul, Managing Director of the company and Mr. M. A. Bari,
Director of the company is the father of Mr. Abdul Mannan another Director of APL. However, Mr. Abu Zafar Enayet
Rasul, the Managing Director and Mr. Syed Amirul Islam, the CEO of the Company are the Directors’ of the Board.
(f) A very brief description of other businesses of the directors;
Name of Directors
Abdul Mannan
Syed Amirul Islam
M. A. Bari
Muhammed Ahmed Ali
Name of Company
Type of Business
Service Sector
Real State Sector
Garments Sector
Garments Sector
Garments Sector
Garments Sector
Garments Sector
Garments Sector
Textile Sector
Real State Sector
N/A
N/A
Garments Sector
Power Sector
Garments Sector
Health Sector
Travel sector
Royal Homes Ltd.
Real State Sector
Royal Educare Ltd.
Education Sector
N/A
N/A
N/A
N/A
Plastic sector
Position
Chairman
Director
Director
Director
N/A
Managing Director
Vice Chairman
Director
N/A
(g) Short bio-data of each director;
Chairman
Abu Saeed Shaukat Ahmed is an engineer by profession and works as a Senior Project Manager in the U.K. He is also an experienced
businessman. He is the Chairman of Action for Business Ltd. which owns and runs Carlisle Business Centre, Bradford, UK. In
Bangladesh, he is involved with Suman Fashions Garments Ltd. and Bichitra Garments Ltd.
He was the founder Chairman of Manningham Housing Association Ltd. He was also an elected member of Bradford Metropolitan
Council for 8 years when he held several committee and British Labour Party positions.
In 2008, he was made a member of the Order of the British Empire (MBE) by Queen Elizabeth II in recognition of his services to British
communities and the country.
Shaukat Ahmed studied at Faujdarhat Cadet College, Chittagong and Notre Dame College, Dhaka. He graduated in Electrical &
Electronic Engineering from University of Leeds, UK. He was born in Sylhet district. He is a well-traveled man and visited many
countries in the world for business purposes.
56
Managing Director
Mr. Rasul is a civil engineer and studied abroad in UK and Holland to pursue of his studies. He has vast experience in working several
engineering projects while working with Danish Hydraulic Institute.
He has been one of the sponsor shareholders of Suman Fashion Garments Ltd. since its inception. Suman Fashion Garments Ltd. is in
business of manufacturing and exporting ready-made garments since 1988. He has attended a training course in Tokyo, Japan on top
management of corporate business in 2009. He also attended several seminar and workshop relating to business and engineering. He
is also a Director of Bichitra Garments Ltd.
Mr. Rasul is also a sponsor shareholder of Baraka Power Limited, an IPP (Independent Power Producing) company. BPL has its first
project a 51MW gas generator based power producing unit at Fenchugonj and listed with both DSE and CSE.
A Z Enayet Rasul studied at Mirzapur Cadet College, Tangail and Notre Dame College, Dhaka. He completed his graduate in civil
engineering from University of Leeds, UK and M.Sc. in Hydroinformatics from Institute of Hydraulic and Environment Engineering,
Delft, Holland. Mr. Rasul traveled many countries of the world for business purposes like UK, France, Germany, Sweden, Malaysia,
Hong Kong, Thailand, China, Italy, Singapur, Denmark, Holland, India, Switzerland etc.
Abdul Mannan
Director
Mr. Mannan pursued his school studies in England and later he came back to Bangladesh and completed his education of B.A. He is
very conversant both in Bangla and English.
He has been one of the sponsor shareholders of Suman Fashion Garments Ltd. since its inception. Mr. Mannan is also involved in the
business of travels in Dhaka. He is also a shareholder of Jonaki Travels Ltd., office located in Motijheel and another in Sylhet. Jonaki
Travels is in the business of ticketing and arranging travel packages since 1980. Mr. Mannan joined the company in 1998. He is also a
sponsor shareholder of Baraka Power Limited. Mr. Mannan successfully maintains good amount of portfolio business in DSE and CSE
market. He is also the Director of Bichitra Garments Ltd., Baraka Apparels Limited and Fusion Holdings (Pvt.) Ltd. He is also well
traveled man and visited many countries of the world for business purposes.
Syed Amirul Islam
Director
Syed Amirul Islam is a registered pharmacist and received his M. Pharm from Dhaka University in 1985. Later he did his MBA with
major in marketing from the Institute of Business Studies, DIU in 2002. He has served several pharmaceuticals companies since he
finished his M. Pharm.
He served with Square Pharmaceuticals Ltd. after his completed his M. Pharm as Asst. Manager in medical services department from
1986 till 1997. Later on he joined Somatech Pharmaceuticals Ltd. and worked as Marketing Manager till 2000. He was then promoted
to Marketing Operation Manager when he worked with his dynamic guidance and ideas to improve the sales of the company. He was
successfully marketed the goods of Somatech in the market and captured a substantial share of the market for Somatech to become
one of the 10 companies in Bangladesh.
He was then promoted to Marketing Services Manager till he joined Amulet Pharmaceuticals Ltd. in 2008 as Chief Executive Officer.
He is very much experienced with the pharmaceuticals business and its day to day operations. He has good amount of knowledge
about the pharmaceuticals machineries and production procedures in a pharmaceuticals factory. He will be an asset for his
experience in Sales and Marketing of the products. He is also a regular faculty on Pharmacy department in different private
universities.
M. A. Bari
Director
Mr. Alhaj M. Abdul Bari is a prominent businessman. He started his business career in tourism sector in the early 70's. Later he started
Garments business and also invested in other potential projects such as Medical College & Hospital, Pharmaceuticals, and Property
Business etc. He has other businesses in UK. Mr. Bari is also Director of Baraka Power Limited, Bichitra Garments Ltd., Royal Homes
Ltd., Royal Educare Ltd., Sylhet Women’s Medical College & Hospital and Jonaki International (Pvt.) Limited. He traveled most of
countries of the world for business purposes.
Muhammed Ahmed Ali
Director
Mr. Muhammed Ahmed Ali a permanent citizen of UK. He completed his graduation and engaged in business in UK. Mr. Ali has several
restaurants in UK and also invested in Bangladesh on garments, powers and medicine sector. He was born in Sylhet.
A U M Mamun Chowdhury obtained his master degree (major in Accounting) from Chittagong University in 1989. He also completed
CC course under the institute of ICAB. He has vast experience in business, finance, auditing, taxation and corporate management.
During his last 24 years of career he has served many public and private organizations in senior positions. At this moment he is serving
in Cidatex Resources Bangladesh Ltd. as General Manager. His well dedication, valuable experience and sincerity made him a great
corporate leader.
57
Md. Munshi Moniruzzaman was born in 1969 in the district of Narail. He completed his bachelor and master degree in law from the
University of Rajshahi with excellent academic performance. He enrolled himself in the Bangladesh Bar Council on 08 August, 1994
and in the High Court Division on 09 February, 2001. He is a practicing Advocate since 1994. During his long path of services has
achieved outstanding experience in many areas including the company affairs. He is also one of the independent directors of Shurwid
Industries Limited
(h) Loan status of the issuer, its directors and shareholders whohold 5% or more shares in the paid-up capital of the
issuer interms of the CIB Report of Bangladesh Bank;
Neither the Company nor any of its directors and shareholders who holds 5% or more shares in the paid up capital of
the Issuer is loan defaulter as per the CIB report of the Bangladesh Bank.
(i) Name with position, educational qualification, age, date ofjoining in the company, overall experience (in
year),previous employment, salary paid for the financial year ofthe Chief Executive Officer, Managing Director,
ChiefFinancial Officer, Company Secretary, Advisers,Consultants and all Departmental Heads. If the Chairman,any
director or any shareholder received any monthly salarythan this information should also be included;
Salary Paid
(01-07-15 to 3112-15)
28
504,000
28
451,000
Date of
Joining
Age
(Years)
Abu Zafar Enayet
Rasul
MD & Director
28.01.2008
54
Syed Amirul Islam
CEO & Director
28.01.2008
54
Munshi Abu Naim
ACS
Company Secretary
Md. Abdul Mozid
Manager, Sales
01.03.2015
57
B.Sc. (Hon), M. Sc. (Rajshahi
University), MBA
25
280,000
Md. Salahuddin
Manager, Sales
16.03.2015
53
M.Sc (DU), MBA
25
280,000
Kazi Mahmudul Hasan
Chief Financial
Officer
01.02.2008
36
CA C.C., M. Com, MBA in Finance
and Banking
8
292,000
26
240,000
Md. Abdul Haque
Ahsan Habib Ahmed
M. A. Kayum
Jakiul Islam
Sultan Md. Gias Uddin
Shahin Ahmed
Md. Moqbular
Rahman
01-07-2015
36
Educational
Qualification
Overall
Experience
(in years)
Position
Name of Directors
University of Leeds, UK and M.Sc.
in Hydroinformatics (Holland)
M. Pharm, MBA
ACS, B.Com
12
240,000
Previous Employment
Danish Hydraulic Institute
Somatec Pharmaceuticals Ltd.
Square Pharmaceuticals Ltd.
Kazi Zahir Khan & Co.
A A Mahmud & Co.
Sainsbury’s PLC.
Hudson Pharmaceuticals Ltd.
Gaco Pharmaceuticals Ltd.
Globe Pharmaceuticals
Hoechst Phara Ltd.
Prime Pharmaceuticals Ltd.
Zenith Pharmaceuticals Ltd. Jayson
Pharmaceuticals Ltd.
A Matin & Co., Chartered Accountants
Novus Pharmaceuticals Ltd.
Zenith Pharmaceuticals Ltd.
Alco Pharma Ltd.
Desh Pharmaceuticals Ltd.
Libra Infusion Ltd.
Madina Maternity Hospital
King Fahad Hospital
Yanbo General Hospital of Saudi Arabia.
Virgo Pharmaceuticals Ltd.
UniMed & UniHealth Manufacturers Ltd.
Jayson Pharmaceuticals Ltd.
Plant Manager
02.08.2015
53
B.Pharm, M. Pharm. (DU)
PGDIM (BIM)
Manager,
Production
01.02.2011
55
B. Pharm. (DU)
28
280,000
Manager, Quality
Control
15.02.2011
38
B. Sc., M. Sc. In Applied Chemistry
(Rajshahi University)
12
264,000
01.09.2014
56
B.Sc., M. Sc. in Biochemistry (DU)
21
240,000
01.02.2011
31
B. Pharm, M. Pharm (SU)
5
120,000
05.09.2011
35
BBA, MBA (AUB)
12
180,000
Somatec Pharmaceuticals Ltd.
11.02.2013
41
MA, LL.B
12
160,000
National University, Bangladesh
Manager, Quality
Assurance
Sr. Executive,
Product
Management
Head of Internal
Audit
Manager, HRM
It is mentionable that the Company has no Consultant/Advisor during the period 01 July 2015 to 31 December 2015.
The ACME Laboratories Ltd.
Apart from this following Chairman, Director, Shareholder of the Company received monthly Salary
Name of Chairman/Director/Shareholder
Syed Amirul Islam
Kazi Mahmudul Hasan
Position
Managing Director & Director
Chief Executive Officer & Director
Department
Finance &
Accounts
Salary Paid
(01-07-15 to 31-12-15)
504,000
451,000
(j) Changes in the key management persons during the last three years. Any change otherwise than by way of
retirement in the normal course in the senior key management personnel particularly in charge of production,
planning, finance and marketing during the last three years prior to the date of filing the information
memorandum. If the turnover of key management personnel is high compared to the industry,reasons should be
discussed;
No key management person has changed in the last three years.
58
(k) A profile of the sponsors including their names, father’snames, age, personal addresses, educational
qualifications,and experiences in the business, positions/posts held in thepast, directorship held, other ventures of
each sponsor andpresent position;
Father’s
Name
Name of Directors
Abu Saeed Shaukat
Ahmed
Late M.A.
Musabbir
Age
(Years)
60
Late M.A.
Musabbir
54
Abdul Mannan
M. A. Bari
40
Syed Amirul Islam
Mr. Syed Abdul
Wali
Late Morshed Ali
M. A. Bari
Muhammed Ahmed Ali
A U M Mamun
Chowdhury
Md. Munshi
Moniruzzaman
Late Assoddor
Ali
Late Rafiqul
Islam
Chowdhury
Md. Munshi
Sohrab Hossain
54
83
76
49
46
Personal Address
Apt. No. A/401,
House No. 63, Road
No. 8/A, Dhanmondi
R/A, Dhaka.
Apt. No. A/401,
House No. 63, Road
No. 8/A, Dhanmondi
R/A, Dhaka.
7 Housing Estate,
Amborkhana, Sylhet.
8/19, Block-C, Flat
No. C-1, Lalmatia,
Dhaka-1207.
7 Housing Estate,
Amborkhana, Sylhet.
7 Housing Estate,
Amborkhana, Sylhet.
Vill: Noagram, P.S:
Chowddagram,
Comilla.
Vill+Post: Kamtana,
P.S: Lohagara, Narail.
Educational
Qualification
Experience in
the Business
Position
Directorship
held
32
Chairman
28.01.2008
28
Director &
MD
28.01.2008
B.A
18
Director
28.01.2008
M. Pharm, MBA
28
Director
28.01.2008
B.A
51
Director
10.11.2009
B.A
40
Director
27.05.2015
M.Com, CA CC
24
Independent
Director
20.01.2016
LL.B (Hon’s), LL.M
22
B.Sc in Electrical & Electronic
Engineering from University
of Leeds, UK
University of Leeds, UK and
M.Sc. in Hydroinformatics
(Holland)
Other ventures of each sponsor, directors and present position
Name of Directors
Abdul Mannan
Syed Amirul Islam
M. A. Bari
Muhammed Ahmed Ali
Name of Company
Type of Business
Service Sector
Real State Sector
Garments Sector
Garments Sector
Garments Sector
Garments Sector
Garments Sector
Garments Sector
Textile Sector
Real Sate
N/A
N/A
Garments Sector
Power Sector
Garments Sector
Health Sector
Travel sector
Royal Homes Ltd.
Real State Sector
Royal Educare Ltd.
Education Sector
N/A
N/A
N/A
N/A
Plastic Sector
Independent
Director
20.01.2016
Position
Chairman
Director
Director
Director
N/A
Managing Director
Vice Chairman
Director
N/A
(l) If the present directors are not the sponsors and control of the issuer was acquired within five years immediately
preceding the date of filing prospectus details regarding the acquisition of control, date of acquisition, terms
ofacquisition, consideration paid for such acquisition etc.
Name of Directors
Abdul Mannan
Syed Amirul Islam
M. A. Bari
Muhammed Ahmed Ali
Acquisition of Control
Chairman
Director
Director
Director
Director
Independent Director*
Date of
Acquisition
28.01.2008
28.01.2008
28.01.2008
28.01.2008
10.11.2009
27.05.2015
N/A
Terms of
Acquisition
Consideration paid for
such Acquisition
No terms of
acquisition
Cash
-
N/A
* The Board of Directors has appointed Mr. A U M Mamun Chowdhury& Mr. Md. Munshi Moniruzzaman as an Independent Director on 20 January,
2016
59
(m) If the sponsors/directors do not have experience in theproposed line of business, the fact explaining how
theproposed activities would be carried out/managed;
Mr. Syed Amirul Islam, Directors (CEO) is a pharmacist who has 30 Years of experience in the relevant field.
(n) Interest of the key management persons;
Name of Directors
Syed Amirul Islam
Nature of
Relationship
Nature of
Transaction
MD & Director
CEO & Director
Salary
Salary
01-07-15 to
31-12-15
30.06.2015
504,000
451,000
984,000
878,000
Period/Year
30.06.2014
Amount in BDT
931,000
814,400
30.06.2013
600,000
30.06.2012
540,000
(o) All interests and facilities enjoyed by a director, whetherpecuniary or non-pecuniary;
The directors are not enjoyed any pecuniary or non-pecuniary facilities except Mr. Abu Zafar Enayet Rasul (MD &
Director), Syed Amirul Islam (CEO & Director) receive Salary from Company.
(p) Number of shares held and percentage of share holding (preissue);
Name of Shareholders
Abu Zafar EnayetRasul
Abdul Mannan
Syed Amirul Islam
M. A. Bari
Muhammed Ahmed Ali
Abdulla-Al-Mahmud FCA, FCMA, FCS
AminurRashed
Nahid Khan Rasul
SyedaShanaz Ahmed
JobaydaMannan
RaisaMehvinRasul
MunsurAhamed
Abid Hossain
M. Munir Ahmed
Ishtiaq Ahmed
Md. Uzzal Hossain
Md. Masudur Rahman
ZahedHossan
Md. Sajedul Islam
S & S Enterprise
Apurba Kumar Das
Sabbir Ahmed
Md. Anisur Rahman
Zahidul Islam
Gulam Imani
BadrulHaider Chowdhury
Md. Nazrul Islam
Zillur Rahman
Md. Jahangir
Shah Jalal Uddin
Jalil Miah
AbdusSubhan
AfsaryKhanom
Salah Uddin Ahmed
BadrulAlam
ShifaWahida Rahman
Shelina Rahman
Sumon Ahmed
Samad Ali
No. of shares
2,855,000
5,255,000
3,707,500
1,060,000
1,160,000
1,150,000
1,000,000
500,000
900,000
750,000
1,062,500
1,400,000
1,400,000
1,000,000
1,200,000
420,000
200,000
400,000
100,000
100,000
80,000
80,000
100,000
50,000
100,000
50,000
100,000
125,000
250,000
200,000
100,000
100,000
750,000
100,000
300,000
200,000
250,000
760,000
170,000
200,000
225,000
225,000
200,000
450,000
Pre-IPO Percentage (%)
8.08
14.87
10.49
3.00
3.28
3.25
2.83
1.41
2.55
2.12
3.01
3.96
3.96
2.83
3.39
1.19
0.57
1.13
0.28
0.28
0.23
0.23
0.28
0.14
0.28
0.14
0.28
0.35
0.71
0.57
0.28
0.28
2.12
0.28
0.85
0.57
0.71
2.15
0.48
0.57
0.64
0.64
0.57
1.27
60
MahbubaKhatun
Syed SakibNaimuddin
Abdul Rahman
Nizam Uddin Sikdar
Md. Jilu Miah
MuminaKhatun
Jabbir Ahmed
Kabir Miah
Md. Tipu Sultan
Md. AbdurRab
Saiful Islam Helaly
Ali Akbar
KaziMahmudulHasan
Total
540,000
500,000
200,000
200,000
70,000
500,000
500,000
200,000
200,000
250,000
670,000
100,000
200,000
10,000
175,000
50,000
200,000
35,350,000
1.53
1.41
0.57
0.57
0.20
1.41
1.41
0.57
0.57
0.71
1.90
0.28
0.57
0.03
0.50
0.14
0.57
100.00
(q) Change in board of directors during last three years;
Name of Directors
Date of Joining
27.05.2015
20.01.2016
20.01.2016
Date of Retirement
20.01.2016
19.01.2019
19.01.2019
Present Status
Retirement
(r) Director’s engagement with similar business.
There is no engagement of any director with similar business.
CHAPTER IX: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) This is to certify that the Financial Statements of the Amulet Pharmaceuticals Ltd. furnished for our audit does not
have anytransaction during the last five years, or any proposed transaction, between the issuer and any of the
following persons:
(i) Any director or sponsor or executive officer of the issuer;
(ii) Any person holding 5% or more of the outstanding shares of the issuer;
(iii) Any related party or connected person of any of the above persons;
Except the transactions described in the following table:
Name of Directors
Abu Zafar
Enayet Rasul
Syed Amirul
Islam
31-12-2015
30-06-2015
30-06-2014
30-06-2013
30-06-2012
30-06-2011
Relationship
Nature of
Transaction
Value of
transaction
during the
year
Balance at
year end
Receivable/
(Payable)
Value of
transaction
during the
year
Balance at
year end
Receivable/
(Payable)
Value of
transaction
during the
year
Balance at
year end
Receivable/
(Payable)
Value of
transaction
during the
year
Balance at
year end
Receivable/
(Payable)
Value of
transaction
during the
year
Balance at
year end
Receivable/
(Payable)
Value of
transaction
during the
year
Balance at
year end
Receivable/
(Payable)
Director
Salary
504,000
-
984,000
-
931,000
-
-
-
-
-
-
-
Director
Salary
451,000
-
878,000
-
814,400
-
600,000
-
540,000
-
480,000
-
(b) Any transaction or arrangement entered into by the issuer or itssubsidiary or associate or entity owned or
significantlyinfluenced by a person who is currently a director or in any wayconnected with a director of either the
issuer company or any ofits subsidiaries/holding company or associate concerns, or whowas a director or
connected in any way with a director at anytime during the last three years prior to the issuance of theprospectus;
The information given in above under the head certain relationships and related transactions (point- a) is applicable in
this respect.
(c) Any loans either taken or given from or to any director or anyperson connected with the director, clearly
specifying details ofsuch loan in the prospectus, and if any loan has been taken fromany such person who did not
have any stake in the issuer, itsholding company or its associate concerns prior to such loan,rate of interest
applicable, date of loan taken, date of maturity ofloan, and present outstanding of such loan.
There is no outstanding loans amount either taken or given from or to any director or any person connected with the
director.
61
CHAPTER X: EXECUTIVE COMPENSATION
(a) The total amount of remuneration/salary/perquisites paid to thetop five salaried officers of the issuer in the last
accounting yearand the name and designation of each such officer;
Sl. No.
Name
Designation
01
03
Kazi Mahmudul Hasan
05
M. A. Kayum
02
04
Syed Amirul Islam
Ahsan Habib Ahmed
Remuneration/Salary(in BDT)
July 01, 2015 to
July 01, 2014 to
Dec 31, 2015
June 30, 2015
504,000
984,000
451,000
878,000
250,000
480,000
260,000
Manager, Production
510,000
230,000
Manager, Quality Control
450,000
(b) Aggregate amount of remuneration paid to all directors andofficers as a group during the last accounting year;
Particulars
Directors
Remuneration/Salary(in BDT)
July 01, 2015 to Dec 31, 2015
July 01, 2014 to June 30, 2015
20,058,352
33,570,953
955,000
Officers
1,862,000
(c) If any shareholder director received any monthlysalary/perquisite/benefit it must be mentioned along with date
ofapproval in AGM/EGM, terms thereof and payments madeduring the last accounting year;
Name of Directors
Syed Amirul Islam
*Including two festival bonus
Monthly Salary
63,000
56,375
01.07.2015 to 31.12.2015 *
504,000
451,000
Approval
AGM 2013
N/A
(d) The board meeting attendance fees received by the directorincluding the managing director along with date of
approval inAGM/EGM;
No directors including the managing director of Amulet Pharmaceuticals Ltd. received board meeting attendance fees
in the last accounting year.
(e) Any contract with any director or officer providing for thepayment of future compensation;
The Company has not entered into any contract with any of its Directors or Officers for any future compensation
packages.
(f) If the issuer intends to substantially increase the remunerationpaid to its directors and officers in the current
year, appropriate information regarding thereto;
The Company has no plan for substantially increasing remuneration to its directors and/or officers except for those that
are paid as annual increment to their salaries.
(g) Any other benefit/facility provided to the above persons duringthe last accounting year.
No directors and officers of Amulet Pharmaceuticals Ltd. received any other benefit/facility in the last accounting year
except which is disclosed above.
CHAPTER XI: OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES
The company did not grant any options to any director, officer all other officers as a group. Further to the above, no
options are held by any person other than the directors.
62
CHAPTER XII: TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE
MEMORANDUM
(a) The names of the directors and subscribers to the memorandum,the nature and amount of anything of value
received or to bereceived by the issuer from the above persons, or by the saidpersons, directly or indirectly, from
the issuer during the last fiveyears along with the description of assets, services or otherconsideration received or
to be received;
Name of Directors
Syed Amirul Islam




Nature of Relationship
Director &
Managing Director
Director &
Chief Executive
Director
Total
Year
30.06.2014
Amount in BDT
30.06.2013
931,000
-
878,000
814,400
540,000
480,000
1,862,000
1,745,000
540,000
480,000
Nature of
Transaction
31.12.2015
30.06.2015
Salary
504,000
984,000
Salary
451,000
955,000
30.06.2012
The Company does not pay any fee for attending in the Board meeting to its Directors.
Articles of Association of the Company allow payment of remuneration to its Directors. (as per audit accounts
note 40)
Except the above the Company did not pay any amount to any person who was not an officer/director of the
Company during the last fiscal year.
There is no contract with any director/officer for future compensation.
(b) If any assets were acquired or to be acquired from the aforesaidpersons, the amount paid for such assets and
the method used todetermine the price shall be mentioned in the prospectus, and ifthe assets were acquired by
the said persons within five yearsprior to transfer those to the issuer, the acquisition cost thereofpaid by them.
The Company has not received any assets, services of other consideration from its directors and subscribers to
thememorandum except fund against allotment of shares.
CHAPTER XIII: OWNERSHIP OF THE COMPANY'S SECURITIES
(a) The names, addresses, BO ID Number of all shareholders of thecompany before IPO, indicating the amount of
securities owned and the percentage of the securities represented by such ownership, in tabular form;
Name of Shareholders
Abu Zafar EnayetRasul
Abdul Mannan
Syed Amirul Islam
M. A. Bari
Muhammed Ahmed Ali
Aminur Rashed
Nahid Khan Rasul
SyedaShanaz Ahmed
JobaydaMannan
RaisaMehvinRasul
MunsurAhamed
Abid Hossain
M. Munir Ahmed
Ishtiaq Ahmed
Md. Uzzal Hossain
Md. Masudur Rahman
ZahedHossan
Md. Sajedul Islam
S & S Enterprise
Apurba Kumar Das
Sabbir Ahmed
Md. Anisur Rahman
Addresses
Apt No. A/401, House No. 63, Road No. 8/A, Dhanmondi R/A, Dhaka.
7 Housing Estate, Amborkhana, Sylhet
8/19 (C-1), Block-C, Lalmatia, Mohammadpur, Dhaka-1207
281/3, Jafrabad (Sankor), Dhaka-1207
48, Motijheel C/A, Dhaka-1000 ( 3rd Floor)
th
SBC Tower (7 Floor), 37/A, Dilkusha C/A, Dhaka-1000
Flat No. 6-B, 14 - B & C, Lake Circus, Kalabagan, Dhaka
281/3, Jafrabad (Sankor), Dhaka-1207
Bagan Bilash, Flat-C-3, House No.277Road-1, Baitul Aman Housing Society, Shyamoli, Dhaka.
D-1/B, Railway Officers Quarter, Shahjahanpur, Dhaka-1217.
22, Enayet Bazar, Chittagong, Bangladesh.
Civil Acacia, Flat # A1, 34 New Eskaton, Dhaka-1000.
Vill- Durgapur, PO- Lakshmanpur, PS-Sarsha, Dist- Jessore.
Harun Shaheber building, 1st Floor, 177 / Mohammadpur, Punchlaish, Chittagong-4000.
The Car Emporium, 123 CDA Avenue, Muradpur, Chittagong.
DSE Annex Building, Room # 319 (2nd Floor), 9/E, Motijheel, Dhaka-1000
310, Metro Plaza, SK Mujib Road, Dewanhat, Chittagong
47, Farashgong Road, Sutrapur, Dhaka-1100
13/7, Sir Syed Road, Dhaka-1207
Ena Kingdom, Olympia-C/5, 32, Lake Circus, Kalabagan, Dhaka.
554/C, Nayatola ( 2nd Floor), Chairmangoli, Moghbazar, Dhaka-1217
No. of shares
2,855,000
5,255,000
3,707,500
1,060,000
1,160,000
1,150,000
1,000,000
500,000
900,000
750,000
1,062,500
1,400,000
1,400,000
1,000,000
1,200,000
420,000
200,000
400,000
100,000
100,000
80,000
80,000
100,000
50,000
100,000
50,000
100,000
125,000
Pre-IPO
Percentage (%)
8.08
14.87
10.49
3.00
3.28
3.25
2.83
1.41
2.55
2.12
3.01
3.96
3.96
2.83
3.39
1.19
0.57
1.13
0.28
0.28
0.23
0.23
0.28
0.14
0.28
0.14
0.28
0.35
63
Zahidul Islam
Gulam Imani
BadrulHaider Chowdhury
Md. Nazrul Islam
Zillur Rahman
Md. Jahangir
Shah Jalal Uddin
Jalil Miah
AbdusSubhan
AfsaryKhanom
Salah Uddin Ahmed
BadrulAlam
ShifaWahida Rahman
Shelina Rahman
Sumon Ahmed
Samad Ali
MahbubaKhatun
Syed SakibNaimuddin
Abdul Rahman
Nizam Uddin Sikdar
Md. Jilu Miah
MuminaKhatun
Jabbir Ahmed
Kabir Miah
Md. Tipu Sultan
Md. AbdurRab
Saiful Islam Helaly
Ali Akbar
Kazi Mahmudul Hasan
Total
144, New Baily Road,Flat No-B-10, Ramna, Dhaka-1217
House No.- 6/1, Road No.-1, Block – F, Shahjalal Upashahar, Sylhet Sadar, Sylhet-3100
8/D, Globe Nebash, 15/1, Lake Circus school road, Kolabagan, Dhaka-1205.
Flat No. 1/502, 106, Central Road, New Market, Dhaka-1205
3/A Housing Estate, Bimanbondor, Sylhet.
Apt. 1/203, Eastern Orchid, Circuit House Road, Kakrail, Dhaka
House No. 9, Flat-A3, Road No-13, Sector -6, Uttara R/A, Dhaka.
176A, Soyef Khan Road, West SubidBazar, Sylhet.
7 Housing Estate, Amborkhana, Sylhet.
Apt. No. 4A, House No. 23, Road No.20, Block-K, Banani, Dhaka
31 Hatkhola Road, Flat No. 9D ( Momen Plaza), Dhaka-1203
House No. 36, Road No. 1, Block-1, Banasree, Dhaka.
nd
House No. 7, Housing Estate, Lane – 2 (2 floor), Amborkhana, Sylhet.
27 Panchlaish R/A, Chittagong
Baraka Power Ltd. 6/A/1 ( 1st& 2nd floor), Shegunbagicha, Dhaka
nd
122/1, Crecent Road (2 Floor), Dhanmondi, Dhaka-1205
House No. 7, Housing Estate, Lane – 2 (2nd floor), Amborkhana, Sylhet.
House No. 6, Road No. 1, Block-1, Shahjalal Upashahar, Sylhet
122/123, New Easkaton road, Eskaton Fantacy, E-4, Dhaka.
62, Shantibagh, Dhaka-1217
122/A, Azimpur, Chaina Building Goli, Dhaka
761/C, North Kafrul, Dhaka Cantonment, Dhaka-1206
308, North Shahjahanpur ( 1st Floor), Shahjahanpur, Dhaka-1217
250,000
200,000
100,000
100,000
750,000
100,000
300,000
200,000
250,000
760,000
170,000
200,000
225,000
225,000
200,000
450,000
540,000
500,000
200,000
200,000
70,000
500,000
500,000
200,000
200,000
250,000
670,000
100,000
200,000
10,000
175,000
50,000
200,000
35,350,000
0.71
0.57
0.28
0.28
2.12
0.28
0.85
0.57
0.71
2.15
0.48
0.57
0.64
0.64
0.57
1.27
1.53
1.41
0.57
0.57
0.20
1.41
1.41
0.57
0.57
0.71
1.90
0.28
0.57
0.03
0.50
0.14
0.57
100.00
(b) There shall also be a table showing the name and address, age,experience, BO ID Number, TIN number,
numbers of sharesheld including percentage, position held in other companies ofall the directors before the public
issue;
No. of
Shares
Held
PreIssue
[%]
166768321166
2,855,000
8.08
777596901240
5,255,000
14.87
Age
(Years)
Experience
Abu Saeed Shaukat
Ahmed
Apt. No. A/401,
House No. 63, Road
No. 8/A, Dhanmondi
R/A, Dhaka.
60
32
Apt. No. A/401,
House No. 63, Road
No. 8/A, Dhanmondi
R/A, Dhaka.
54
28
7 Housing Estate,
Amborkhana, Sylhet.
40
18
414877819850
3,707,500
8/19, Block-C, Flat
No. C-1, Lalmatia,
Dhaka-1207.
54
28
635337482532
1,060,000
7 Housing Estate,
Amborkhana, Sylhet.
83
Name of Directors
Abdul Mannan
Syed Amirul Islam
M. A. Bari
Muhammed Ahmed Ali
Md. A U M Mamun
Chowdhury
Md. Munshi
Moniruzzaman
Address
7 Housing Estate,
Amborkhana, Sylhet.
Vill: Noagram, P.S:
Chowddagram,
Comilla.
Vill+Post: Kamtana,
P.S: Lohagara, Narail.
51
E-TIN No.
619068451149
76
40
N/A
49
24
46
22
1,160,000
Name of other Company
Manningham Housing
Association Ltd.
Suman Fashions
Garments Ltd.
Suman Fashions
Garments Ltd.
Position held
Chairman
Director
Director
10.49
Suman Fashions
Garments Ltd.
Fusion Holdings (Pvt.)
Ltd.
Director
3.00
N/A
N/A
Managing
Director
Vice
Chairman
3.28
Suman Fashions
Garments Ltd.
Barakatullah Electro
Dynamics Limited
Sylhet Women’s Medical
College & Hospital
Jonaki International
(Pvt.) Limited
Royal Homes Ltd.
Royal Educare Ltd.
N/A
N/A
Director
1,150,000
3.25
723377852860
N/A
N/A
N/A
N/A
570789269501
N/A
N/A
Independent
Director
64
(c) The average cost of acquisition of equity shares by the directorscertified by the auditors;
Auditors’ Certificate regarding Average Cost of Acquisition of Equity Shares by the Directors
This is to certify that the equity shares of Amulet Pharmaceuticals Ltd. have been transferred and/or allotted at face value of
Tk. 10.00 each in cash and the average cost of acquisition by the Directors is Tk. 10.00 per share. Name wise shareholding
position, allotment date and consideration are given below:
Sl.
No.
Name
Transfer/Allotment
Position
Date
01
Chairman
02
Managing
Director
03
Syed AmirulIslam
Director
04
Abdul Mannan
Director
05
M. A. Bari
Director
06
Mohammed Ahmed Ali
Director
12-10-2007
28-06-2014
27-05-2015
12-10-2007
28-06-2014
27-05-2015
04-11-2007
28-06-2014
27-05-2015
04-11-2007
10-11-2007
28-06-2014
27-05-2015
10-11-2009
28-06-2014
27-05-2015
27-05-2015
No. of Shares
25,000
1,475,000
1,355,000
27,500
1,722,500
3,505,000
7,500
742,500
310,000
25,000
2,500
1,722,500
1,957,500
5,000
495,000
660,000
1,150,000
Total
Share
holding
Total
amount
Average
cost of
acquisition
Consideration
Cash
2,855,000
28,550,000
10.00
5,255,000
5,2550,000
10.00
1,060,000
10,600,000
10.00
3,707,500
37,075,000
10.00
Cash
1,160,000
11,600,000
10.00
Cash
1,150,000
11,500,000
Cash
Cash
10.00
Cash
Sd/Zoha Zaman Kabir Rashid & Co.
Place: Dhaka
Date: 21 April, 2016
(d) A detail description of capital built up in respect of shareholding(name-wise) of the issuer’s sponsors/ directors.
In thisconnection, a statement to be included:Name of Directors
Position
Abu Saeed
Shaukat Ahmed
Chairman
Abu Zafar
Enayet Rasul
Director
&
MD
Abdul Mannan
Director
Syed Amirul
Islam
Director
M. A. Bari
Director
Muhammed
Ahmed Ali
Director
Total
Date of
Allotment/Transfer
of fully paid-up
shares
12-10-2007
28-06-2014
27-05-2015
12-10-2007
28-06-2014
27-05-2015
04-11-2007
10-11-2007
28-06-2014
27-05-2015
04-11-2007
28-06-2014
27-05-2015
10-11-2009
28-06-2014
27-05-2015
27-05-2015
Consideration
Nature of issue
Cash
Ordinary
Shares
Cash
Ordinary
Shares
Cash
Ordinary
Shares
Cash
Ordinary
Shares
Cash
Ordinary
Shares
Cash
Cash
Ordinary
Shares
Ordinary
Shares
No of
Equity shares
25,000
1,475,000
1,355,000
27,500
1,722,500
3,505,000
25,000
2,500
1,722,500
1,957,500
7,500
742,500
310,000
5,000
495,000
660,000
1,150,000
15,187,500
Face*
value
Issue Price/
Acquisition
Price/ Transfer
Prices
Cumulative
no. of Equity
shares
% preissue paid
up capital
% Post
issue paid
up capital
Sources
of fund
10/-
10/-
2,855,000
8.08
5.67
Own
10/-
10/-
5,255,000
14.87
10.44
Own
10/-
10/-
3,707,500
10.49
7.36
Own
10/-
10/-
1,060,000
3.00
2.11
Own
10/-
10/-
1,160,000
3.28
2.30
Own
10/-
10/-
1,150,000
3.25
2.28
Own
10/-
10/-
15,187,500
42.96
30.16
* The Company, however has subdivided the face value of its ordinary share from Taka 100/- to Taka 10/- is by passing
a special resolution in its Extra Ordinary General Meeting held on 24 April, 2014 and necessary amendment in capital
clause of the Memorandum of Association and Articles of Association were made accordingly.
65
(e) Detail of shares issued by the company at a price lower than theissue price;
The Company has not issued any share at a price lower than the issue price.
(f) History of significant (5% or more) changes in ownership ofsecurities from inception.
There is no history of significant (5% or more) changes in ownership of securities from inception. Beneficial owners
holding shares 5% or more as mentioned below:
Name of Directors
Abdul Mannan
Total
Position
Chairman
Director
No. of Shares Held
2,855,000
5,255,000
3,707,500
11,817,500
Percentage (%)
8.08
14.87
10.49
33.44
CHAPTER XIV: CORPORATE GOVERNANCE
(a) Management disclosure regarding compliance with the requirements of Corporate GovernanceGuidelines of
Bangladesh Securities and Exchange Commission
The Company declares that it is in compliance with the requirements of the applicable regulations of Corporate
Governance Guidelines of BSEC in respect of corporate governance including constitution of the Board and
committees thereof. The corporate governance framework is based on an effective independent Board, separation of
the Board’s supervisory role from the executive management team and constitution of the Board Committees, as
required under applicable law.
66
As per BSEC rules (letter SEC/CMRRCD/2006-158/129/Admin/44, dated 03 August, 2012), all the companies listed with any
stock exchange in Bangladesh shall comply with some conditions in accordance with condition no. 7. The condition requires
that the directors of the company shall state, in accordance with the Annexure attached, in the directors' report whether the
company has complied with these conditions and prerequisite set by BSEC in their letter.
Compliance Certificate
On
Corporate Governance
To the Shareholders of
“Podder & Associates”, being one of the firm of “Professional Accountants” in
Bangladesh, takes the gratification to study and opine in attainment of
Compliance on Corporate Governance by Amulet Pharmaceuticals Limitedas
of 31March 2016. This study is completed in accordance with the guideline set
by Bangladesh Securities and Exchange Commission (BSEC) through the
notification SEC/CMRRCD/2006-158/134/Admin/44, dated 07 August, 2012 and
clause 32 of consent letter SEC/CI/IPO-216/2013/131
Accomplishment
of
compliance
on
corporate
governance
is
the
conscientiousness of the management of the Company. As per our study and
observation on the best of information & explanations provided, Amulet
Pharmaceuticals Limitedhas complied certain parameters of Corporate
Governance set by Bangladesh Securities & Exchange Commission as of
31March2016, whereas the company has taken effective actions to fulfill other
compliances issue those are yet to be complied as per annexure.
On the above note, we would also like to state that such compliance is neither
an assurance as to the future capability of the Company nor the efficiency or
effectiveness by which management has conducted the affairs of the Company.
For Podder & Associates
Jayanta Kumer Podder
Cost and Management Accountant
Date:
Place: Dhaka, Bangladesh
67
Status of Com pliance w ith the Corporate Gevernance Guideline (CGC)
As of 31 M arch 2016
Status of compliance w ith the condition imposed by the Commission's Notif ication No. letter SEC/CMRRCD/2006-158/134/Admin/44, dated 07 August, 2012 issued
under section 2CC of the Securities and Exchange Ordinance, 1969
(Report under Condition No. 7.00)
Condition
No.
1
1.1
1.2
(i)
(ii)
a)
b)
c)
d)
e)
f)
g)
h)
i)
(iii)
(iv)
(v)
(vi)
1.3
(i)
(ii)
(iii)
1.4
(i)
Title
Board of Directors
Boards size
The number of the board members of the company shall not be
less than 5 (five) and more than 20 (twenty).
Independent Directors
At least one fifth (1/5) of the total number of directors in the
company’s board shall be independent directors.
For the purpose of this clause 'Independent directors' means
a directorWho either does not hold any share in the company or holds
less than one percent (1%) shares of the total paid-up shares of
the company;
Who is not a sponsor of the company and is not connected with
the company's any sponsor or director or shareholder who
holds one percent (1%) or more shares of the total paid-up
shares of the company on the basis of family relationship.
His/her family members also should not hold above mentioned
shares in the company :
Who does not have any other relationship, whether pecuniary or
otherwise, with the company or its subsidiary/ associated
companies;
Who is not a member, director. or officer of any stock exchange;
Who is not a shareholder, director or officer of any member of
stock exchange or an intermediary of the capital market;
Who is not a partner or an executive or was not a Partner or an
executive during the preceding 3 (three) years of the concerned
company's statutory audit firm;
Who shall not be an independent director in more than 3 (three)
listed companies;
Who has not been convicted by a court of competent jurisdiction
as a defaulter in payment of any loan to a bank or a Non-Bank
Financial Institution (NBFI);
Who has not been convicted for a criminal offence involving
moral turpitude.
The independent director(s) shall be appointed by the board of
directors and approved by the shareholders in the Annual
General Meeting (AGM).
The post of independent director(s) can not remain vacant for
more than 90(ninety) days.
The Board shall lay down a code of conduct of all Board
members and annual compliance of the code to be recorded.
The tenure of office of an independent director shall be for a
period of 3(three) years, which may be extended for 1(one) term
only.
Qualification of Independent Director (ID)
Independent director shall be a knowledgeable individual with
integrity who is able to ensure compliance with financial,
regulatory and corporate laws and can make meaningful
contribution to business.
The person should be a Business Leader/ Corporate Leader/
Bureaucrat/University Teacher with Economics or Business
Studies or Law background/Profess ionals like Chartered
Accountants, Cost & Management Accountants, and Chartered
Secretaries. The independent director must have a least
12(twelve) years of corporate management /profes sional
experiences.
In special cases the above qualifications may be relaxed
subject to prior approval of the Commission.
Chairman of the Board and Chief Executive Officer
The position of the chairman of the Board and the Chief
Executive Officer of the companies shall be filled by different
individuals. The chairman of the company shall be elected from
among the directors of the company. The Board of Directors
shall clearly define respective roles and responsibilities of the
chairman and the chief executive officer.
Com plied
Not
Complied
Rem arks (IF ANY)
√
The APL Board is comprised of 08 (eight)
Directors
√
There are two Independent Directors in the
APL Board, namely Mr. A U M Mamun
Chowdhury
and
Mr.
Md.
Munshi
Moniruzzaman.
√
The Independent Directors have declared
their compliances.
√
√
√
√
√
√
√
√
√
The appointments are duly approved at
AGM held on 20-01-2016.
√
No vacancy occurred
√
In Practice.
√
The Independent Directors (IDs)are in their
first term of office.
√
The qualification and background of IDs
justify their ability as such
√
Existing Independent Directors are
Corporate Leader/Lawyer with more than
12 (twelve) years of experience
√
√
Chairman of the Board and CEO are
different individuals. The roles and
responsibilities of the Chairman of the
Board and the CEO are approved in the
Board Meeting.
68
Condition
Title
No.
Directors Report to the Shareholders
1.5
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)
(xi)
(xii)
(xiii)
(xiv)
(xv)
(xvi)
(xvii)
(xviii)
(xix)
(xx)
(xxi)
(xxi) a)
(xxi) b)
(xxi) c)
(xxi) d)
Industry outlook and possible future developments in the
industry.
Segment-wise or product-wise performance.
Risks and concerns.
A discussion on Cost of Goods sold, Gross Profit Margin and
Net Profit Margin.
Discussion on continuity of any Extra-Ordinary gain or loss.
Basis for related party transactions-a statement of all related
party transactions should be disclosed in the annual report.
Utilization of proceeds from public issues, rights issues and/or
through any others instruments.
An explanation if the financial results deteriorate after the
company goes for Initial Public Offering (IP0), Repeat Public
Offering (RPO). Rights Offer, Direct Listing, etc.
If significant variance occurs between Quarterly Financial
Performance and Annual Financial Statements
the
management shall explain about the variance on their Annual
Report.
Remuneration to directors including independent directors.
The financial statements prepared by the management of the
issuer company present fairly its state of affairs, the result of its
operations, cash flows and changes in equity.
Proper books of account of the issuer company have been
maintained.
Appropriate accounting policies have been consistently applied
in preparation of the financial statements and that the
accounting estimates are based on reasonable and prudent
judgment.
International
Accounting
Standards
(IAS)/Bangladesh
Accounting Standards (BAS)/International Financial Reporting
Standard (IFRS)/Bangladesh Financial Reporting Standards
(BFRS), as applicable in Bangladesh, have been followed in
preparation of the financial statements and any departure therefrom has been adequately disclosed.
The system of internal control is sound in design and has been
effectively implemented and monitored.
There are no significant doubts upon the issuer company's
ability to continue as a going concern. If the issuer company is
not considerer to be a going concern, the fact along with
reasons thereof should be disclosed.
Significant deviations from the last year's operating results of
the issuer company shall be highlighted and the reasons
thereof should be explained.
Key operating and financial data of at least preceding 5 (five)
years shall be summarized.
if the issuer company has not declared dividend(cash or stock)
for the year, the reasons thereof shall be given.
The number of Board meetings held during the year and
attendance by each director shall be disclosed.
The Pattern of shareholding shall be reported to disclose the
aggregate number of shares (along with name wise details
where stated below) held by:
Parent/Subsidiary/Associated Companies and other related
parties (name wise details);
Directors, Chief Executive Officer, Company Secretary, Chief
Financial Officer, Head of Internal Audit and their spouses and
minor children (name wise details);
Executives;
Shareholders holding ten percent (10%) or more voting interest
in the company (name wise details).
Complied
Not
Remarks (IF ANY)
Complied
√
√
√
√
√
√
√
√
√
√
√
√
√
The conditions of the Directors report to the
shareholders will be complied in the forth
coming AGM.
√
√
√
√
√
√
√
√
√
coming AGM.
√
√
69
Condition
No.
(xxii)
Title
In case of the appointment/re-appointment of a director the
company shall disclose the following information to the
shareholders:
Complied
Not
Remarks (IF ANY)
Complied
(xxii) a)
a brief resume of the director
√
(xxii) b)
nature of his/her expertise in specific functional areas;
Names of companies in which the person also holds the
directorship and the membership of committees of the board.
Chief Financial Officer (CFO), Head of Internal Audit and
Company Secretary (CS)
√
(xxii) c)
2.0
√
coming AGM.
The company shall Appoint a Chief Financial Officer (CFO), a
2.1
Head of Internal Audit (Internal Control and Compliance) and a
Appointme Company Secretary (CS). The Board of Directors should clearly
nt
define respective roles,responsibilites and duties of the CFO,
the Head of internal Audit and the CS.
√
The company has appointed CFO, CS and
Head of Internal Audit. There are clear
defined roles s, responsibilities and duties
which have been approved by Board as per
requirement of BSEC notification.
2.2
Requireme
nt to attend
the Board
Meetings
√
In practice
3.0
(i)
(ii)
(iii)
3.1
(i)
(ii)
(iii)
(iv)
(v)
(vi)
3.2
(i)
(ii)
3.3
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
The CFO and the Company Secretary of the companies shall
attend the meetings of the Board of Directors, provided that the
CFO and/or the Company Secretary shall not attend such part of
a meeting of the Board of Directors which involves consideration
of an agenda item relating to their personal matters.
Audit Committee
The company shall have an Audit Committee as a subcommittee of the Board of Directors.
The Audit Committee shall assist the Board of Directors in
ensuring that the financial statements reflect true and fair view of
the state of affairs of the company and in ensuring a good
monitoring system within the business.
The Audit Committee shall be responsible to the Board of
Directors. The duties of the Audit Committee shall he clearly set
forth in writing
Constitution of the Audit Committee
The Audit Committee shall be composed of at least 3 (three)
members.
The Board of Directors shall appoint members of the audit
committee who shall be directors of the company and shall
include at least 1 (one) independent director.
All members of the audit committee should be "financially
literate" and at least I (one) member shall have accounting or
related financial management experience,
When the term of service of the Committee members expires or
there is any circumstance
causing any Committee member
to be unable to hold office until expiration of the term of service,
thus making the number of the Committee members to be
lower than the prescribed number of 3 (three) persons, the
Board of Directors shall appoint the new Committee member(s)
to fill up the vacancy(ies) immediately or not later than 1 (one)
month from the date of vacancy(ies) in the Committee to ensure
continuity of the performance of work of the Audit Committee.
The company secretary shall act as the secretary of the
Committee.
The quorum of the Audit Committee meeting shall not constitute
without at least 1 (one) independent director.
Chairman of the Audit Committee
The Board of Directors shall select 1 (one) member of the Audit
Committee to be Chairman of the Audit Committee, who shall
be an independent director.
Chairman of the Audit Committee shall remain present in the
Annual General Meeting (AGM).
Role of Audit Committee
Oversee the financial reporting process.
Monitor choice of accounting policies and principles.
Monitor Internal Control Risk management process.
Oversee hiring and performance of external auditors.
Review along with the management, the annual financial,
statements before submission to the board for approval.
Review along with the management, the quarterly and half yearly
financial statements before submission to the board for
approval.
Review the adequacy of internal audit function.
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
A U M Mamun Chowdhury has been
appointed as Independent Director and
Chairman of the Audit Committee.
This condition will be complied in the forth
coming AGM.
coming AGM.
√
√
70
Condition
No.
(viii)
(ix)
(x)
3.4
Title
Review statement of significant 'related party transactions
submitted by the management.
Review Management Letters/ Letter of Internal Control
weakness issued by statutory auditors.
When money is raised through Initial Public Offering
(IPO)/Repeat Public Offering (RPO)/Rights Issue the company
shall disclose to the Audit Committee
about the
us es/applications of funds by major category (capital
expenditure, sales and marketing expenses , working capital,
etc), on a quarterly basis, as a part of their quarterly declaration
of financial results. Further, on an annual basis, the company
shall prepare a statement of funds utilized for the purposes
other than those stated in the offer document/prospectus.
Reporting of Audit Committee
The Audit Committee shall report on its activities to the Board of
(i)
Directors.
The Audit Committee shall immediately report to the Board of
(ii)
Directors on the following findings, if any:3.4.1 (ii) a) report on conflicts of interests;
suspected or presumed fraud or irregularity or material defect in
b)
the internal control system;
suspected infringement of laws, including securities related
c)
laws, rules and regulations ;:
any other matter which shall be disclosed to the Board of
d)
Directors immediately.
If the Audit Committee has reported to the Board of Directors
about anything which has material impact on the financial
condition and results of operation andhas discussed with the
3.4.2
Board of Directors and the management that anyrectification is
Reporting necessary and if the Audit Committee finds that such
to the
rectificationhas been unreasonably ignored, the Audit
Authorities Committee shall report such finding tothe Commission, upon
reporting of such matters to the Board of Directors for three
times or completion of a period of 6 (six) months from the date
of first reporting to the Board of Directors , whichever is earlier.
Complied
√
Not
Complied
Remarks (IF ANY)
√
√
√
√
√
√
√
√
3.5
Reporting to the Shareholders and General Investors
Report on activities carried out by the Audit Committee, including
any report made to the Board of Directors under condition 3.4.1
(ii) above during the year, shall be signed by the Chairman of
√
coming AGM.
the Audit Committee and disclosed in the annual report of the
issuer company.
4
External/ Statutory Auditors
The issuer company should not engage its external/statutory auditors to perform the following services of the company; namely:(i)
Appraisal or valuation services or fairness opinions.
√
(ii)
Financial information system design and implementation
√
Book-keeping or other services related to the accounting
(iii)
√
records or financial statement
(iv)
Broker –dealer services
√
(v)
Actuarial services
√
(vi)
Internal audit services
√
(vii)
Any other services that the audit committee determines.
√
No partner or employees of the external audit firms shall
(viii)
possess any share of the company they audit at least during the
√
tenure of their audit assignment of that company.
Audit/ Certifiaction services on compliance of corporate
(ix)
√
governance as required under clause (i) of condition o. &
5
Subsidiary Company
Provisions relating to the composition of the Board of Directors
of the holding company shall be made applicable to the
(i)
No subsidiary company
√
composition of the Board of Directors of the subsidiary
company.
At least 1 (one) independent director of the Board of Directors of
(ii)
the holding company shall be a director on the Board of
√
Directors of the subsidiary company.
The minutes of the Board meeting of the subsidiary company
(iii)
shall be placed for review at the following Board meeting of the
√
holding company.
The minutes of the respective Board meeting of the holding
(iv)
company shall state that they have reviewed the affairs of the
√
subsidiary company also.
The. Audit Committee of the holding company shall also review
(v)
the financial statements, in particular, the investments made by
√
the subsidiary company.
71
Condition
No.
Title
Duties of Chief Executive Officer (CEO) and Chief Financial
6.0
Officer(CFO)
The CEO and CFO shall certify to the Board that:They have reviewed financial statements for the year and that to
(i)
the best of their knowledge and belief:
These statements do not contain any materially untrue
a)
statement or omit any material fact or contain statements that
might be misleading;
These statements together present a true and fair view of the
b)
company’s affairs and are in compliance with existing
accounting standards and applicable laws.
(ii)
7.0
(i)
(ii)
There are, to the best of knowledge and belief, no transactions
entered into by the company diving the year which are fraudulent
illegal or violation of the company's code of conduct.
Complied
Not
Complied
Remarks (IF ANY)
√
√
√
√
Reporting and Compliance of Corporate Governance
The company shall obtain a certificate from a practicing
Professional Accountant/Secretary (Chartered Accountant/Cost
and Management Accountant/Chartered Secretary) regarding
compliance of conditions of Corporate Governance Guidelines
of the Commission and shall send the same to the
shareholders along with the Annual Report on a yearly basis.
The directors of the company shall state, in accordance with the
Annexure attached, in the directors' report whether the company
has complied with these conditions.
Required certification has been obtained
from ''PODDER & ASSOCIATES" Cost &
Management Accountants as of 31 March
2016.
√
√
coming AGM.
72
CHAPTER XV: VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE
MANAGERS
DETERMINATION OF OFFERING PRICE
Method: 1
Method: 2
Valuation under Different Methods
NAV per share at current costs
Earning-based-value per share
Offer Price in BDT
15.07
18.39
The detail calculation is illustrated below:
Method 1: Net Asset Value (NAV) per share
NAV per share is based on the information of the latest audited financial statements as on December 31, 2015. NAV
per share at current costs has been derived by dividing the net assets at the end of the period by the number of
outstanding shares before IPO as shown in the table below:
Particulars
Amount in BDT
353,500,000
179,518,197
Share Capital
Retained Earnings
Total Shareholders' Equity [A]
No. of Ordinary Shares outstanding as on December 31, 2015 [B]
Net Asset Value (NAV) per share at current costs [A/B]
Method 2: Earning-based-value per share
Accounting Year
No. of Shares
Net Profit
after Tax (BDT)
33,847,344
54,827,794
33,176,306
16,018,461
10,714,309
6,533,981
155,118,195
533,018,197
35,350,000
15.07
Weight average
No. of Shares
0.4364
0.4364
0.1235
0.0012
0.0012
0.0012
1.00
01 July to 31 December 2015
35,350,000
30 June 2015
35,350,000
30 June 2014
10,000,000
30 June 2013
100,000
30 June 2012
100,000
30 June 2011
100,000
Total
81,000,000
No. of shares outstanding as on December 31, 2015
Weighted Average Earnings Per Share (EPS)
Lowest P/E Between Average Market and Pharmaceuticals P/E (As Per DSE Review)
Historical Earnings Based Value Per Share (15.20 X 1.21)
Weighted Net Profit
after Tax (BDT)
14,771,650
23,927,932
4,095,840
19,776
13,228
8,067
Calculation of Relevant P/E Multiple [Source: DSE Monthly Review]
Average Price Earnings of Overall Market
Months
Price Earnings (P/E)
December 2015
15.23
January 2016
15.22
February 2016
15.17
Total
45.62
Average Price Earnings of Pharmaceuticals Sector
December 2015
27.34
January 2016
27.35
February 2016
27.99
Total
82.68
Lower P/E between Overall Market & Pharmaceuticals Sector
42,836,493
35,350,000
1.21
15.20
18.39
Average P/E Multiple
45.62/3=15.20
82.68/3=27.56
15.20
Offer Price:
Based on the above-mentioned valuation methodologies as per Bangladesh Securities and Exchange Commission
(Public Issue) Rules, 2015, the management of the Company in consultation with the Issue Manager has set the issue
price at BDT 10.00 each at par value.
73
CHAPTER XVI: DEBT SECURITIES
The Company has not issued or is planning to issue any debt security within six months.
CHAPTER XVII: PARTIES INVOLVED AND THEIR RESPONSIBILITIES
Parties Involved with APL
Issue Managers
Underwriters to Issue
Auditors’
Banco Finance and Investment Limited
ZOHA ZAMAN KABIR RASHID & Co.
Responsibilities of the Parties
The ISSUE MANAGERS is responsible to comply with all
the requirements as per Bangladesh Securities and
Exchange Commission (Public Issue) Rules 2015
including preparation and disclosures made in the
prospectus and use of the public issue proceeds by the
issuer.
The Underwriter(s) is responsible to underwrite the
public offering on a firm- commitment basis as per
requirement of Bangladesh Securities and Exchange
Commission (Public Issue) Rules 2015. In case of undersubscription in any category by up to 35% in an initial
public offer, the unsubscribed portion of securities shall
be taken up by the underwriter(s)
Auditors’ responsibility is to express an opinion on these
financial statements based on our audit. We conducted
our audit in accordance with Bangladesh Standards on
Auditing, those standards require that we comply with
ethical requirements and plan and perform the audit to
obtain reasonable assurance whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the
financial statements. The procedures selected depend
on the auditor’s judgment, including the assessment of
the risks of material misstatement of the financial
statements, whether due to fraud or error. In making
those risk assessments, the auditor considers internal
control relevant to the entity’s preparation and fair
presentation of the financial statements in order to
design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal
control. An audit also includes evaluating the
appropriateness of accounting policies used and the
reasonableness of accounting estimates made by
management, as well as evaluating the overall
presentation of the financial statements.
CHAPTER XVIII: MATERIAL CONTRACTS
a) Major agreements entered into by the issuer:
The following are material contracts in the ordinary course of business, which have been entered into by the Company:
1. Underwriting Agreements between the Company and the Underwriters;
2. Issue Management Agreement between the Company and Banco Finance and Investment Limited and ICB Capital
Management Limited.
Copies of the aforementioned contracts and documents and a copy of Memorandum of Association and Articles of
Association of the Company and the Consent Letter from the Bangladesh Securities and Exchange Commission may be
inspected, on any working day during office hours at the Corporate Office of the Company and the Managers to the
Issue.
74
b) Material parts of the agreements and Fees:
Contract
Signing Date
Tenure
Issue Management Agreement with
and ICB Capital Management Limited
Principal Terms and Condition
Fees Payable
Contract
Signing Date
Tenure
Underwriting Agreements with
Principal Terms and Condition
Material parts of the agreements
April 07, 2016
This Agreement shall be valid until completion of subscription
of shares and unless this Agreement is extended or earlier
terminated in accordance with the terms of this Agreement
 This Agreement shall be valid until completion of subscription
of shares and unless this Agreement is extended or earlier
terminated in accordance with the terms of this Agreement;
 According to Article 2.1; the scope of the services to be
rendered by the ISSUEMANAGER to the ISSUER under this
agreement shall cover Regulatory Compliance, Underwriting
Co-operation, Issue Arrangements and Public offer and
invitation;
 According to Article 2.2; The ISSUE MANAGER takes the
responsibility to take such steps as are necessary to ensure
completion of allotment and dispatch of letters of allotment
and refund warrants to the applicants according to the basis of
allotment approved by the Bangladesh Securities and
Exchange Commission. The ISSUER undertakes to bear all
expenses relevant to share application processing, allotment,
and dispatch of letters of allotment and refund warrant. The
ISSUER shall also bear all expenses related to printing and
issuance of share certificate and connected govt. stamps and
hologram expenses;
 According to Article 4.1; without prejudice ISSUER hereby
declares that it agrees to comply with all statutory formalities
under Companies Act, Guidelines issued by Bangladesh
Securities and Exchange Commission and other relevant status
to enable it to make the issue;
 According to Article 7.1; The ISSUE MANAGER hereby
undertake to keep in strict compliance all information
(whether written or oral) proprietary documents and data
secured in connection with or as a result of this Agreement
(Confidential Information) and shall limit the availability of such
information to employees, who have a need to see and use it
for the express and limited purpose stated in this Agreement;
 According to Article 9.1; The Issuer and ISSUE MANAGER
shall ensure compliance of the Bangladesh Securities and
Exchange Commission (Public Issue) Rules, 2015, The Listing
Regulations of Stock Exchanges, The Companies Act, 1994 and
other relevant rules, regulations, practices, directives,
guidelines etc.
The Issue Management Fee for the IPO shall be BDT
1,500,000.00.
Material parts of the agreements
April 26, 2016
This Agreement shall be valid until completion of subscription of
shares and unless this Agreement is extended or earlier
terminated in accordance with the terms of this Agreement
 The Company shall make the Public Offering of 15,000,000
Ordinary Shares of Tk.10.00 each at par, totaling
Tk.150,000,000.00 as provided in this Agreement;
 As per guideline of the Bangladesh Securities and Exchange
Commission (BSEC), 35% of the Initial Public Offering (IPO)
i.e. 5,250,000 ordinary shares of Tk.10 at par amounting to
Tk.52,500,000.00 shall have to be underwritten by the
underwriter;
 Prior to publication of the prospectus, the Company shall
have to obtain a consent from the Bangladesh Securities
and Exchange Commission permitting the issue as described
in Article 2.01 and providing for payment of underwriting
commission at the rate of 0.50% (zero point five zero
75
percent) on the amount underwritten and no additional
commission will be paid on the amount of shares required
to be subscribed by the Underwriter;
 the shares offered to the public by the 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 with a copy of said writing to the
Securities and Exchange Commission, to subscribe for
shares not subscribed within the closing date and to pay for
in cash in full, inclusive of any premium if any, for such
unsubscribed shares within 15 (fifteen) days after being
called upon to do so;
 The issuer shall within 7 (seven) days after the expiry of the
aforesaid 15 (fifteen) days, the Company shall send proof of
subscription and payment by the Underwriters, to the
Commission.
The Company shall pay to the underwriters an underwriting
commission at the rate of 0. 50% of the IPO amount of the issue
value of shares underwritten by them out of the Public Issue.
Fees Payable
CHAPTER XIX: OUTSTANDING LITIGATIONS, FINE OR PENALTY
a) Outstanding litigations against the issuer or any of its directors and fine or penalty imposed by any authority
The Issuer or director or of Amulet Pharmaceuticals Ltd. was not involved in any of the following types of legal
proceedings are mentioned below:
i.
Litigation involving Civil Laws
ii.
Litigation involving Criminal Laws
iii.
Litigation involving Securities, Finance and
Economic Laws
iv.
Litigation involving Labor Laws
v.
Litigation involving Taxation (Income tax, VAT,
Customs Duty and any other taxes/duties)
vi.
Litigation involving any other Laws
There is no conviction of the Issuer or director(s) in a civil
proceeding
There is no conviction of the Issuer or director(s) in a
criminal proceeding
There is no order, judgment or decree of any court of
competent jurisdiction against the Issuer or director(s)
permanently or temporarily enjoining, barring, suspending
or otherwise limiting the involvement of any director(s) or
officer in any type of securities, Finance and Economic laws
There is no conviction of the Issuer or director(s) in
connection to applicable Labor Laws
There is no conviction of the Issuer or director(s) in
connection to taxation (Income tax, VAT, Customs Duty and
any other taxes/duties)
There is no litigation involving any other Laws
b) Outstanding cases filed by the company or any of its directors
There are no outstanding cases filed by the Issuer or any of its directors to any of the following types of legal
proceedings mentioned below:
i.
Litigation involving Civil Laws
ii.
Litigation involving Criminal Laws
iii.
iv.
v.
vi.
Litigation involving Securities, Finance and
Economic Laws
Litigation involving Labor Laws
Litigation involving Taxation (Income tax, VAT,
Customs Duty and any other taxes/duties)
Litigation involving any other Laws
There is no conviction of the Issuer or director(s) in a civil
proceeding
There is no conviction of the Issuer or director(s) in a
criminal proceeding
There is no Litigation involving Securities, Finance and
Economic Laws
There is no Litigation involving Labor Laws
There is no Litigation involving Taxation (Income tax, VAT,
Customs Duty and any other taxes/duties) except Litigation
involving Taxation for the assessment year 2014-2015 which
is pending in the Income Tax Appellate Tribunal.
There is no litigation involving any other Laws
76
CHAPTER XX: RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE
RISKS
The disclosures of Risk factors shall include, where applicable, the following:
(i) Internal risk factors;
(ii) External risk factors.
(i) Internal risk factors may include, among others:
a) Credit Risk;
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to
discharge on obligation. Credit risk information helps users of financial statements to assess the credit quality of the
entity’s financial assets and level & sources of impairment loss.
Management Perception
Management has a credit policy in place and exposure to credit risk is monitored on an on‐going basis. To mitigate the
credit risk the management of the company follows robust credit control and collections policies. The company has
dedicated credit collections team.
b) Liquidity Risk;
Liquidity risk is the risk that the company will not be able to meet its financial obligations as they fall due. The
company’s approach to managing liquidity ( cash and cash equivalents) is to ensure as far as possible, that it will always
have sufficient liquidity to meet its liabilities when due under both normal and stressed conditions without incurring
unacceptable losses or risking damage to the company’s reputation. Typically, the company ensures that it has
sufficient cash and cash equivalent to meet expected operational expenses including financial obligations through
preparation of the cash flow forecast with due consideration of time line of payment of the financial obligation and
accordingly arrange for sufficient fund to make the expected payment within due date. In extreme stressed conditions,
the company may get support from the related company in the form of short-term financing.
Effective liquidity risk management requires both a top‐down and a bottom‐up approach. Strategy, principles and
objectives are set at board and management levels. Amulet conducts liquidity management in a manner that maintains
stability and flexibility in day‐to‐day funding activities. Our liquidity risk management starts by managing daily payment
of cheques, daily cash inflow and outflow, maturity of deposits and our access to other funding sources as and when
required.
c) Risk associated with the issuer’s interest in subsidiaries, joint ventures and associates;
Right now, The Amulet Pharmaceuticals Ltd has no subsidiaries, joint ventures and associates concern.
Since Amulet has no subsidiaries, joint ventures and associates concern. So, this risk is not applicable for this Company.
d) Significant revenue generated from limited number of customers, losing any one or more of which would have a
material adverse effect on the issuer;
Since Amulet’s market is diverse from urban to the very remote rural of the country and it has not limited customers
from whom it generates significant amount of revenue, it is almost free from this sort of risk.
e) Dependency on a single or few suppliers of raw materials, failure of which may affect production adversely;
We are not depended on a single or few suppliers of raw materials. Amulet has a good number of vendors for each and
every ingredient and services, the company has more than one approved vendors. It uses to conduct vendor audit and its
concerned professionals are very conscious regarding the vendor issue. Further, we assume that sourcing of raw
material would be comparatively easier in times to come as due to globalization, the world economy opened much more
than it was in older days and world is becoming like a global village. Hence the risk is not applicable for us.
77
f) More than 20% revenue of the issuer comes from sister concern or associate or subsidiary;
The Company does not earn any revenue from its any sister concern or associate or subsidiary. So, for Amulet there is no
possibility to faces this sort of risk.
g) Negative earnings, negative cash flows from operating activities, declining turnover or profitability, during last five
years, if any;
The company doesn’t have any negative earnings, negative cash flows from operating activities except 2013‐2014,
declining turnover or profitability, during last five years. Hence there is no threat for going concern.
h) Loss making associate/subsidiary/group companies of theissuer;
Management Perception:
We do not have any investment in subsidiary, associates or group companies.
i) Financial weakness and poor performance of the issuer orany of its subsidiary or associates;
Amulet has no subsidiary or associate concerns. Besides, Amulet is a highly competent, resourceful, and profitable
company. The Company’s net profit after Tax and other business performance indicators show increasing trend due to
the management dedication and suitable strategic action to face competition in the industry. Successive strong financial
performance is the result of unwavering commitment of the promoters, management efficiency, employees’ sincerity,
use of appropriate technology, among others. Over the year, company’s financial performance is improving due to its
long terms vision in this sector, experienced top tier management, favorable economic and government rules and
regulations, the commendable repayment culture is contributing for growth of the company. As such, possibility of
liquidity and going concern risks are significantly minimum.
j) Decline in value of any investment;
We do not have any investment.
k) Risk associated with useful economic life of plant andmachinery, if purchased in second hand or reconditioned;
Amulet dose not purchase or use any second hand or recondition plant and machinery. Therefore, it is not applicable for
Amulet.
l) Adverse effect on future cash flow if interest free loangiven to related party or such loans taken from directors may
recalled;
Amulet did not provide any loan to its related party. As such, this risk is not applicable.
m) Potential conflict of interest, if the sponsors or directors ofthe issuer are involved with one or more ventures which
are in the same line of activity or business as that of the issuer and if any supplier of raw materials or major customer is
related to the same sponsors or directors;
No Amulet’s sponsor or director is engaged in same line of business of the issuer Company. No supplier of raw materials
or major customer is related to the same sponsors or directors. So, such risk is not relevant to Amulet.
n) Related party transactions entered into by the companythose may adversely affect competitive edge;
Amulet did not engage any such transaction, which may adversely affect competitive edge.
78
o) Any restrictive covenants in any shareholders' agreement,sponsors' agreement or any agreement for debt or
preference shares or any restrictive covenants of banks in respect of the loan/ credit limit and other banking facilities;
There are no restrictive covenants in any shareholders’ agreement, sponsors’ agreement or any agreement relating to
debt or preference shares or any restrictive covenants of Banks in respect of loan or credit limit and other banking
facilities.
p) Business operations may be adversely affected by strikes,work stoppages or increase in wage demands by employees;
Employee unrest is part of business and it is important to deal with labor unrest efficiently. Amulet has different
incentive packages for their employees so that they can be beneficial to such package. Because they believe that
employees are very important part of the business.
q) Seasonality of the business of the issuer;
As the products of pharmaceuticals industry are of basic in nature and majorly chronic care related,
BangladeshPharmaceuticals market is consistent. So the risk of variability of company’s operating results is varying
insignificant over the month of a year.
r) Expiry of any revenue generating contract that mayadversely affect the business;
Amulet has no long‐term revenue‐generating contract with any customer. So, there is no chance to affect the business
adversely on this ground.
s) Excessive dependence on debt financing which mayadversely affect the cash flow;
For last five years the company has been reducing its dependence on debt financing and it is now intended to raise its
capital through Initial Public Offering to ensure better capital base.
t) Excessive dependence on any key management personnel absence of whom may have adverse effect on the
issuer’sbusiness performance;
Corporate Governance is well practiced in APL. The company also has a well-placed organ gram. So any change in the
key management can be replaced with capable professionals.
u) Enforcement of contingent liabilities which may adversely affect financial condition;
The Company does not have any contingent liabilities which may adversely affect financial condition.
v) Insurance coverage not adequately protect against certainrisks of damages;
We have different insurance coverage for all the relating issues that are risky to operating our business.
w) Absence of assurance that directors will continue itsengagement with Company after expiry of lock in period;
All running director of the Company gave their kind consent that they shall serve the Company. Further, since the
Company follows corporate governance principles and other relevant laws of the land, absence of assurance that
director will continue its engagement will not affect the business.
79
x) Ability to pay any dividends in future will depend uponfuture earnings, financial condition, cash flows, working capital
requirements and capital expenditure;
We have been a profitable entity over a long time and the profit is on the uptrend. So we are in belief that we will be
able to pay dividend from our earning profit.
y) History of non operation, if any and short operationalhistory of the issuer and lack of adequate background and
experience of the sponsors;
History of non-operation indicates weak operational management of the Company. Non-operation leads to negative
cash flow, incurring of losses and bankruptcy in worst case scenario.
As a manufacturer, APL take their operation very seriously. They know, if operation is stopped for one day that can
hamper supply to their customers. In any situation, they do not compromise with their operation. The company started
commercial operation from 2011 and they are proud to state that the company has never been non‐operative till date.
z) Risks related to engagement in new type of business, ifany;
Right now, Amulet has no plan to engage in new type of business.
aa) Risk in investing the securities being offered withcomparison to other available investment options;
We are profitable entity over long time and we have been operating our business efficiently. Therefore, it is not risky in
investing securities in comparison with other available investment option.
bb) Any penalty or action taken by any regulatory authoritiesfor non-compliance with provisions of any law;
No penalty or action taken by any regulatory authorities for non‐compliance with provisions of any law;
cc) Litigations against the issuer for Tax and VAT relatedmatters and other government claims, along with the disclosures
of amount, period for which such demands or claims are outstanding, financial implications and thestatus of the case;
No, we did not have any litigation relating to Tax, VAT or other government claims against of our company.
dd) Registered office or factory building or place of operation is not owned by the issuer;
The factory building is owned by the Company but corporate office is rented. So it is not a risk.
ee) Lack of renewal of existing regulatory permissions/licenses;
A dedicated team supervises renewal processes of all the regularity permission/licenses. So, risk with regard to lack of
renewal of existing regulatory permissions/licenses is very remote.
ff) Failure in holding AGM or declaring dividend or paymentof interest by any listed securities of the issuer or any of its
subsidiaries or associates;
Amulet has no listed securities or any of its subsidiaries or associates. Hence, this risk is not applicable for Amulet.
gg) Issuances of securities at lower than the IPO offer pricewithin one year;
Amulet has no plan to issue any sort of securities within one year of IPO. As such, this issue is not applicable for Amulet.
80
hh) Refusal of application for public issue of any securities ofthe issuer or any of its subsidiaries or associates at any time
by the Commission.
Amulet has no subsidiary or associates. No refusal of application for public issue of any securities of the Amulet's at any
time by the commission.
(ii) External risk factors may include among others:
a) Interest rate risks;
APL has outstanding long and short term liabilities from bank. Hence, it is exposed to volatility of interest rates on its
outstanding bank liabilities. Due to several macroeconomic and market driven factors, interest rates on short term and
long term bank loans may vary over time. Inflationary pressure, increased demand for bank loan, increased volatility in
money market, restrictive monetary policy, etc. may compel APL’s loan giving institutions to increase their interest
rates on its outstanding liabilities. If the interest rates on its existing bank loans are increased from current levels, then
its cash flow and profitability will be affected adversely. This may also affect its value of shares.
Management perception
While taking loan, Company always carefully considers the balance to be maintained between term loan, which carries
fixed interest rate and short‐term loan, which carries variable interest rate so that any interest on inflation rate increase
can be kept to the minimum. Additionally Company maintains very good reputation in the banking community and so
far being able to attract very competitive rates from the Banks. Management of the Company is also emphasizing on
equity based financing to reduce the dependency on bank borrowings, which is reflected in the Financial Statements.
Moreover, the management of APL has decided to liquidate the major portion of Bank Loan with the IPO proceeds to
make the Gearing Ratio at a satisfactory level which will significantly reduce the financial leverage and interest burden.
b) Exchange rate risks;
In many cases the Company depends on imported raw materials. For this reason, APL has to face foreign currency risk.
Unfavorable volatility or currency fluctuation may affect the profitability of the Company.
Company is fully aware of the risk related to currency fluctuation and as a prudent Company, we always take
precautionary measures to save the Company against exchange rate fluctuation.
c) Industry risks;
Environmentalists are likely to create pressure on Government to protect or banning those factory, which are not
follow proper ETP, Waste management solution, Air pollution etc. which are negative effects on living being and
environment thereby causing closure of business by the Company.
We have a good setup for ETP and incinerator for waste management, a very good and sophisticated fire alarm system
with integrated fire hydrant and fire house arrangement with carbon dioxide fire extinguisher, dry powder and sand
bucket. We are using exhaust filter for protection air pollution, most modern HVAC system for temperature and
humidity control, which provides ergonomics environment. Sound is protected with enclosure room built with silencer
and sound guard, which maintain sound with standard label. The company also strictly follows all the laid down
regulations for marketing the products and therefore does not foresee any problems in doing the business.
d) Economic and political risks;
Bangladesh is prone to serious unrest in the political condition which produces Hartal, Road-Block and many
otherbarriers to the business. This could also propel the cost of the product upwards.
Although the country has passed a political turmoil until the end of last year, a sound political atmosphere is prevailing
from early this year which is expected to continue in future. Both the ruling and opposition parties are committed to the
betterment of the country. Last democratic national assembly election and local council polls are instances of peaceful
political situation in Bangladesh.
81
e) Market and technology-related risks;
The Company has best-class infrastructure with recently imported latest most sophisticated machinery and
equipment’s. The production facilities are based on currently available technology. But APL’s investment in plants and
technology may become obsolete and the product quality may be impaired due to malpractice or decayed
technological enforcement.
Company owns modern technology with R&D Infrastructure and shall be able moderate investments as it has been
doing in the past. The Company imported plant and technology from reputed manufacturer with proper warranty to
take care any defects or confirmation of supplying of adequate spare parts has manufactured the selected/installed
plant and machinery. Moreover, sufficient flexibility such as project sequencing and option based project
implementation has been planned to facilitate updated technologically. As such the Company does not envisage any
major problem in this area.In most recent years there is no history of non‐operation.
f) Potential or existing government regulations;
The Company operates under local laws like the Companies Act, 1994, Taxation Policies adopted by NBR, Bangladesh
Securities and Exchange Commission Ordinance and Rules and Rules adopted by other Regulatory Authorities. Any
abrupt changes of the policies form by those bodies will impact the business of the Company adversely. Unless adverse
policies are taken, which may materially affect the industry as a whole; the business of the Company will not be
affected.
Central Pharmaceuticals Ltd. is engaged in manufacturing and marketing of quality medicines which are human life
saving drugs to save human life of Bangladesh as well as save the world human life as there will be increasing demand
for life saving quality drugs.
g) Potential or existing changes in global or national policies;
Changes in the existing global or national policies can have either positive or negative impacts for the company. Any
scarcity or price hike of raw materials due to change in policy in the international market might adversely affect the
production and profitability.
As a going concern, Company always takes step to safeguard its interest. The Company's supply chain is robust in
accommodating large number of suppliers with proper contingency plan in place.
h) Statutory clearances and approvals those are yet to bereceived by the issuer;
The company has collected all the statutory clearance and approval to operate the business. The necessary update and
renewal is a continuous process. Hence, there is a limited degree of such risk associated with the company.
i) Competitive condition of the business;
Pharmaceutical sector is one of the highest priority sectors in Bangladesh. Pharmaceutical industry is now heading
towards self–sufficiency in meeting local demand. There are more than 437 registered small, medium, large, local and
multinational companies operating in the country producing around 97% of the total internal demand.
j) Complementary and supplementary products/serviceswhich may have an impact on business of the issuer.
Basically, Pharmaceuticals products meet fundamental of all living being. As such, it has no supplementary products.
82
CHAPTER XXI: DESCRIPTION OF THE ISSUE
(a) Issue Size:
(i) Number of securities to be issued;
Public Offering of 15,000,000 Ordinary Shares of Tk. 10.00 each at par totaling Tk. 150,000,000.00
(ii) Authorized capital and paid-up capital;
Particulars
Authorized Capital
Paid-upCapital(asonDecember31,2015)
Pre-IPOPaid-upCapital
CapitaltobeissuedthroughIPO under Fixed Price Method
Post-IPO Paid-up Capital
No. of Shares
120,000,000
35,350,000
35,350,000
15,000,000]
50,350,000
(iii) Face value, premium and offer price per unit of securities;
Face value per share
Offer Price per share to Eligible Investors (EIs)
Offer Price per share to General Public
Tk. 10/- each
Tk. 10/- each
(iv) Number of securities to be entitled for each category ofapplicants;
Category
Eligible
Investors
(EIs)
General
Public
Particulars
10% of IPO i.e. [1,500,000] Ordinary Shares shall
reserved for Mutual Funds
reserved for Other Eligible Investors (EIs)
reserved for Non Resident Bangladeshis (NRBs)
reserved for¶wZMÖ¯’ ¶z`ª wewb‡qvMKvixand General Public
Total
be
be
be
be
No. of Shares
[1,500,000]
Issue Price
per share
Tk.10/-
[6,000,000]
[1,500,000]
Tk.10/-
[6,000,000]
[15,000,000]
Tk.10/-
(v) Holding structure of different classes of securities before andafter the issue;
Description
Offer price BDT 10.00 Each at Par, total
size of fund to be raised BDT.
150,000,000/Total
Number of Securities
to be Offered
GeneralPublic
Amount in BDT
1,200,000,000
353,500,000
353,500,000
150,000,000
503,500,000
Break-up of
Securities
7,500,000
7,500,000
15,000,000
Nominal value
10.00
10.00
10.00
Amount
in BDT
Tk.[15,000,000]
Tk.[60,000,000]
Tk.[15,000,000]
Tk.[60,000,000]
Tk.[150,000,000]
Issue Amount in BDT
75,000,000
75,000,000
150,000,000
(vi) Objective of the issue including financing requirements and feasibility in respect of enhanced paid-up capital:
Net proceeds from Initial Public Offering (IPO) will be used for business expansion (Purchase of plant and machinery),
working Capital (Purchase of raw material & payment of operational expenses), Loan repayment of Pubali Bank Limited,
Principal Br. Dhaka (Partial) and for IPO expenses.
83
CHAPTER XXII: USE OFPROCEEDS
a) Use of net proceeds of the offer indicating the amount to be used for each purpose with head-wise break-up
USE OF IPO PROCEEDS & IMPLEMENTATION SCHEDULE
Amulet Pharmaceuticals Ltd. will raise paid-up capital through Initial Public Offering (IPO) in order to meet the present
business needs for the purpose of business augmentation and repayment of its debt to enhance profitability in the
following way:
Particulars
A. Loan Repayment (Partial):
Pubali Bank Limited, Principal Br. Dhaka
B. Investment in Fixed Assets:
Purchase of Plant & Machinery
Civil Construction
C. Working Capital:
Purchase of Raw & Packing Material
Payment against operational expenses
C. IPO Expenses*:
Total
Amount in BDT
Source of Fund
From IPO Proceeds
Implementation Schedule
30,000,000
30,000,000
Immediately on availability of IPO fund
25,000,000
17,500,000
25,000,000
17,500,000
Within 06 Months after receiving the
IPO fund
50,064,475
15,000,000
12,435,525
150,000,000
50,064,475
15,000,000
12,435,525
150,000,000
Within 03 Months after receiving the
IPO fund
As and When Required
*Estimated IPO Expenses will be determined after the approval from BSEC and will be adjusted accordingly with the IPO
proceeds.
BREAKDOWN OF USE OF IPO PROCEEDS
B. Investment in Fixed Assets: Breakdown
Purchase of Plant & Machinery
Name of Machinery
Automatic Capsule Loader
Tray Dryer (For drying excipients /granules)
Double Cone Blender
Capsule De-dusting and Polishing Machine
Blister Machine (Alu – PVC & Alu – Alu)
Conveyer Table & Belt
Total
Civil Construction
Civil Construction
Type of job
C. Working Capital: Breakdown
Type of job
Purchase of Raw Material & Packing
Material
Cost of the
machineries
8,500,000/3,500,000/1,500,000/2,000,000/1,000,000/7,500,000/1,000,000/25,000,000
Amount in BDT
17,500,000/Amount in BDT
50,064,475/-
15,000,000/-
Date of placement
of order
Expected date of supply
placement of order
Area/Space (Sq.ft.)
7,500
Nature
API, Excipient, Insert, Cartoon,
Literature, Foil.
Wages, Electricity, Gas, Fuel &
lubricants and other factory
overhead.
Cost per Sq.ft.
2,333.34/Expected date of supply
Within 03 Months after
receiving the IPO fund
84
b) Where the sponsors’ contribution or privately placed fund has been brought prior to the public issue and has already
been deployed by the issuer, indication of use of such funds in the cash flow statement;
Indication of use of privately placed fund in the statement of cash flows:
Tk.253,500,000 (25.35 Crore) has been raised through private placement prior to the public issue on dated June 30,
2015. This fund has already deployed by the issuer in the following manner:
Accounting Years
Item
Amount
2014-2015
Land and Land Development
14,600,000
2014-2015
Civil Work
28,600,000
2014-2015
Long Term Loan repayment
45,890,000
2014-2015
Machineries spares, erection & installation
cost
51,000,000
2014-2015
Working Capital
113,410,000
Reflected in Cash Flow
In the Statement of Cash flows, the figure is included
in the total fixed asset addition under the head
investing activities
in the Long Term Loan payment under the head of
Financing activities (Transaction as follows: Long term
Loan Increase Tk31,419,370 + Interest Tk17,523,110
= Tk. 48,942,840 + Opening Tk100,076,528=Total
Loan Tk. 149,019,368 -Closing Balance Tk.
103,129,368, = Term Loan paid for the year Tk.
45,890,000.
in the Short Term Loan payment under the head of
Financing activities
c) If one of the objects is an investment in a joint venture, a subsidiary, an associate or any acquisition, details of the form
of investment, nature of benefit expected to accrue to the issuer as a result of the investment, brief description of
business and financials of such venture:
The issuer has no objects to investment in a joint venture, a subsidiary, an associate or any acquisition.
d) If IPO proceeds are not sufficient to complete the project, then source of additional fund must be mentioned. In this
connection, copies of contract to meet the additional funds are required to be submitted to the Commission. The means
and source of financing, including details of bridge loan or other financial arrangement, which may be repaid from the
proceeds of the issue along with utilization of such funds:
IPO proceeds are sufficient to complete the project.
e) A schedule mentioning the stages of implementation and utilization of funds received through public offer in a tabular
form, progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, the
approximate date of completion of the project and the projected date of full commercial operation etc. The schedule
shall be signed by the Chief Executive Officer or Managing Director, Chief Financial Officer and Chairman on behalf of
Board of Directors of the issuer:
Projects/Particulars
Progress made so Far
Approximate date of
Completion of the projects
Pubali Bank Limited, Principal Br. Dhaka
Immediately on availability of
IPO fund
Within 07 days after receiving
the IPO fund
Purchase of Plant & Machinery and Civil
Construction
Plant & Machineries, Erection,
Electrical Fittings &Installation
and civil construction will be
started after receiving of IPO
fund
N/A
Loan Repayment (Partial):
Investment in Fixed Assets:
Working Capital:
Purchase of Raw & Packing Material
Sd/Kazi Mahmudul Hasan
Projected date of full
commercial operation
Within three month of the
completion of the project
N/A
Managing Director
85
f) If there are contracts covering any of the activities of the issuer for which the proceeds of sale of securities are to be
used, such as contracts for the purchase of land or contracts for the construction of buildings, the issuer shall disclose the
terms of such contracts, and copies of the contracts shall be enclosed as annexure to the prospectus:
As per rule Annexure-E (B)(21)(f) there is no contracts covering any of the activities of the issuer for which the proceeds
of sale of securities are to be used.
g) If one of the objects of the issue is utilization of the issue proceeds for working capital, basis of estimation of working
capital requirement along with the relevant assumptions, reasons for raising additional working capital substantiating the
same with relevant facts and figures and also the reasons for financing short with long term investments and an item wise
break-up of last three years working capital and next two years projection:
The company has working capital requirement mainly for purchase of raw materials
Basis of estimation: On the basis of its projected production, the working capital is estimated.
Relevant assumptions: Capacity will be increased as new instruments will be introduced.
Reasons for raising additional working capital: increasing working capital is required in line with the increasing
production capacity.
Item wise break-up of last three years working capital and next two years projection:
Item
Raw & packing materials requirement
2012-2013
107,494,137
31,633,619
2013-2014
146,036,467
35,731,200
2014-2015
188,045,464
39,831,128
31.12.2015
108,807,820
18,847,758
2015-2016
(projected)
240,000,000
55,000,000
2016-2017
(projected)
260,000,000
70,000,000
h) Where the issuer proposes to undertake one or more activities like diversification, modernization, expansion, etc., the
total project cost activity-wise or project wise, as the case may be:
The company has planned to expand its existing projects by purchase plant & machineries, Erection, Electrical Fittings
and Installation, which have been mentioned in Use of IPO proceeds and projects Implementation schedule.
i) Where the issuer is implementing the project in a phased manner, the cost of each phase, including the phases, if any,
which have already been implemented:
The company has planned to implement to the existing projects by using IPO proceeds after receiving the funds, which
have been mentioned in Use of IPO proceeds and projects Implementation schedule.
j) The details of all existing or anticipated material transactions in relation to utilization of the issue proceeds or project
cost with sponsors, directors, key management personnel, associates and group companies:
There is no existing or anticipated material transaction in relation to utilization of the issue proceeds or project cost
with sponsors, directors, key management personnel, associates and group companies.
(k) Summary of the project appraisal/ feasibility report by the relevant professional people with cost of the project and
means of finance, weaknesses and threats, if any, as given in the appraisal/ feasibility report.
Feasibility report is not applicable for this issue
86
CHAPTERXXIII: LOCK-IN
Ordinary shares of the issuer shall be subject to lock-in, from the date of issuance of prospectus or commercial
operation, whichever comes later, in the following manner:
1. All shares held, at the time of according consent to the public offer, by sponsors, directors and shareholders holding
5% or more shares, other than alternative investment funds, for 03(three) years;
2. All shares allotted, before 02(two) years of according consent to the public offer, to any person, other than
alternative investment funds, for 03(three) years
3. In case any existing sponsor or director of the issuer transfers any share to any person, other than existing
shareholders, within preceding 12 (twelve) months of submitting an application for raising of capital or initial public
offer (IPO), all shares held by those transferee shareholders, for 03(three) years;
4. 25% of the shares allotted to eligible investors, for 03 (three) months and other 25% of the shares allotted to them,
for 06 (six) months;
5. All shares held by alternative investment funds, for 01(one) year; and
6. Shares allotted, within two years of according consent to the public offer, to any person other than the shares
mentioned in sub-rules (1), (2), (3), (4), and (5) above, for 01(one) year.
Provided that ordinary shares converted from any other type of securities shall also be subject to lock-in as mentioned
above.
Sl.
No.
Name of
the Shareholders
Position
No of Securities
%
Shareholdings by the Directors and Sponsors:
1
2
3
Abdul Mannan
4
Syed Amirul Islam
5
M. A. Bari
6
Muhammed Ahmed Ali
Total Shareholdings by the Directors & Sponsor [A]
Shareholdings by the other than Director’s:
7
8
9
10
Aminur Rashed
11
Nahid Khan Rasul
12
Syeda Shanaz Ahmed
13
Jobayda Mannan
14
Raisa Mehvin Rasul
15
16
Munsur Ahamed
17
Abid Hossain
18
M. Munir Ahmed
19
Ishtiaq Ahmed
20
Md. Uzzal Hossain
21
Md. Masudur Rahman
22
Zahed Hossan
23
Md. Sajedul Islam
24
S & S Enterprise
25
Apurba Kumar Das
26
Sabbir Ahmed
27
Md. Anisur Rahman
28
Mohammad Shafiqul Kabir
29
Zahidul Islam
30
Gulam Imani
Chairman
2,855,000
8.08
Director & MD
5,255,000
14.87
Director
3,707,500
10.49
Director & CEO
1,060,000
3.00
Director
1,160,000
3.28
Director
1,150,000
15,187,500
3.25
42.96
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
500,000
900,000
1,000,000
750,000
1,062,500
1,400,000
1,400,000
1,000,000
1,200,000
420,000
200,000
400,000
100,000
100,000
80,000
80,000
100,000
50,000
100,000
50,000
100,000
125,000
250,000
200,000
1.41
2.55
2.83
2.12
3.01
3.96
3.96
2.83
3.39
1.19
0.57
1.13
0.28
0.28
0.23
0.23
0.28
0.14
0.28
0.14
0.28
0.35
0.71
0.57
Date of
Acquisition
12-10-2007
28-06-2014
27-05-2015
12-10-2007
28-06-2014
27-05-2015
04-11-2007
10-11-2007
28-06-2014
27-05-2015
04-11-2007
28-06-2014
27-05-2015
10-11-2007
28-06-2014
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
Lock-in period from
the date of issuance
of prospectus
3 years
3 years
3 years
3 years
3 years
3 years
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
87
31
Badrul Haider Chowdhury
32
Md. Nazrul Islam
33
Zillur Rahman
34
Md. Jahangir
35
Shah Jalal Uddin
36
Jalil Miah
37
Abdus Subhan
38
Afsary Khanom
39
Salah Uddin Ahmed
40
Badrul Alam
41
Shifa Wahida Rahman
42
Shelina Rahman
43
Sumon Ahmed
44
Samad Ali
45
Md. Almojahid Mullick
46
Mahbuba Khatun
47
Syed Sakib Naimuddin
48
49
50
Abdul Rahman
51
Nizam Uddin Sikdar
52
Md. Jilu Miah
53
Mumina Khatun
54
Jabbir Ahmed
55
56
Kabir Miah
57
Md. Tipu Sultan
58
Md. Abdur Rab
59
Saiful Islam Helaly
60
Ali Akbar
61
Kazi Mahmudul Hasan
Total Shareholdings by the other than Director’s [B]
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Shareholder
Total Shareholdings
100,000
100,000
750,000
100,000
300,000
200,000
250,000
760,000
170,000
200,000
225,000
225,000
200,000
450,000
540,000
500,000
200,000
200,000
70,000
500,000
500,000
200,000
200,000
250,000
670,000
100,000
200,000
10,000
175,000
50,000
200,000
20,162,500
0.28
0.28
2.12
0.28
0.85
0.57
0.71
2.15
0.48
0.57
0.64
0.64
0.57
1.27
1.53
1.41
0.57
0.56
0.20
1.41
1.41
0.56
0.56
0.71
1.90
0.28
0.57
0.03
0.50
0.14
0.56
57.04
35,350,000
100%
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
27-05-2015
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
1 year
CHAPTERXXIV:
XXIV: MARKETS FOR THE SECURITIES BEING OFFERED
The issuer shall apply to all the relevant exchanges in Bangladesh within 7 (seven) working days from the date of
consent for public offer accorded by the Commission.
The Exchange shall complete the listing procedures within a maximum period of 30 (thirty) working days from the date
of closure of subscription list.
DECLARATION ABOUT LISTING OF SHARES WITH THE STOCK EXCHANGE (S):
The issuer will apply at:
Dhaka Stock Exchange Limited (DSE)
9/F, Motijheel C/A, Dhaka
Dhaka-1000
and
Chittagong Stock Exchange Limited (CSE)
CSE Building, 1080 Sk. Mojib Road, Agrabad,
Chittagong
None of the stock exchange(s), if for any reason, grants listing within 75 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 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
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 bank rate, to the subscribers concerned.
88
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.”
Trading and settlement regulation of the stock exchanges shall apply in respect of trading and settlement of the share of
the company.
“The issue shall be placed in “N” Category with DSE & CSE”
CHAPTERXXV: DESCRIPTION OF SECURITIES BEING OFFERED
Dividend, Voting, Preemption Right:
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 rights shares for raising further capital the existing shareholders shall be entitled in terms of the
guidelines issued by the BSEC from time to time.
Conversion & Liquidation Right
If the Company at any time issues convertible preference shares or debenture with the consent of BSEC, such holders of Securities
shall be entitled to convert such securities into ordinary shares if it is so determined by the Company.
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, shall be divisible among the
members in proportion to the capital paid up on the Shares held by them respectively.
(b) No larger dividend shall 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 shall 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 shall not pass the right to any dividend declared thereon before the registration of transfer.
(f) There is no limitation on the payment of dividend.
Other Rights of Stockholders
The shareholders shall 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 shall present the financial statements as required under
the law and International Accounting Standards. Financial Statements will be prepared in accordance with International
Accounting Standards, consistently applied throughout the subsequent periods and present with the objective of
providing maximum disclosure as per law and International 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 shall 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 shall have the right to
requisition Extra-Ordinary General Meeting of the Company as provided under Section 84 of the Companies Act, 1994.
89
CHAPTERXXVI:FINANCIAL STATEMENTS
(a) The latest financial statements prepared and audited by the Commission’s panel auditors in adherence to the
provisions of the Securities and Exchange Rules, 1987, the Companies Act, 1994, International financial Reporting
and Auditing Standards as adopted in Bangladesh from time to time and Financial Reporting Act;
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS
OF
AMULET PHARMACEUTICALS LTD.
We have audited the accompanying Financial Statements ofAmulet Pharmaceuticals Ltd. which comprise Statement of
Financial Position as at 31 December, 2015 and the related Statement of Profit or Loss and Other Comprehensive
Income, Statement of Changes in Equity, Statement of Cash Flows and a summary of significant accounting policies and
relevant explanatory notes 01 to 40 for the period from01 July 2015 to 31 December 2015.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with
the Bangladesh Accounting Standards (BAS) and Bangladesh Financial Reporting Standards (BFRS). This responsibility
includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of
financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying
appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with the Bangladesh Standards on Auditing. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of
material misstatement of the financial statements whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in
order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by management as well as evaluating
the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion the Financial Statements present fairly, in all material respect, the Financial Position of Amulet
Pharmaceuticals Ltd. as at 31 December, 2015 and the results of its financial performance and its cash flows for the
period then ended in accordance with Bangladesh Financial Reporting Standards and comply with the applicable sections
of Companies Act, 1994, the Securities & Exchange Rules 1987 and other applicable laws and regulations.
Further to our opinion in the above paragraph, we state that:
(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;
(c) the company’s Statement of Financial Position and Statement of Profit or Loss and Other Comprehensive
Income dealt with by the report are in agreement with the books of account;
(d) the expenditure was incurred for the purpose of the company’s business.
April 07, 2016
Rupayan Karim Tower, Level-7,
Suite # 7A, 80, Kakrail, Dhaka-1000
90
Statement of Financial Position
as at 31 December, 2015
Particulars
Notes
ASSETS
31-12-2015
Taka
30-06-2015
Taka
Non-Current Assets
Property, Plant & Equipment
3.00
334,753,832
334,753,832
346,581,790
346,581,790
Current Assets
Inventories
Spare Parts & Supplies
Advances, Deposits & Pre-payments
Accounts Receivable
Cash & Cash Equivalents
4.00
5.00
6.00
7.00
8.00
468,537,771
181,178,281
15,685,768
112,944,097
140,906,384
17,823,241
396,600,359
157,947,083
12,565,114
92,304,028
107,745,750
26,038,384
803,291,603
743,182,149
Total
EQUITY & LIABILITY
Shareholders' Equity
Share Capital
Retained Earnings
9.00
10.00
533,018,197
353,500,000
179,518,197
499,170,853
353,500,000
145,670,853
Non-Current Liabilities
Long Term Loan
Deferred Tax Liabilities
11.00
12.00
67,274,089
52,690,724
14,583,365
61,283,640
47,785,368
13,498,272
Current Liabilities
Short Term Loan
Sundry Creditors
Liabilities for Expenses
13.00
14.00
15.00
16.00
202,999,317
44,090,771
52,400,000
1,467,585
105,040,961
182,727,656
41,492,853
55,344,000
1,050,563
84,840,240
Net Asset Value (NAV) per Share
26.00
15.08
14.12
Total
803,291,603
743,182,149
The accounting policies and other notes 1 to 40 form an integral part of the financial statements.
Sd/Managing Director
Sd/Chairman
Sd/Company Secretary
Dated: Dhaka
07 April, 2016
91
Statement of Profit or Loss and Other Comprehensive Income
for the period from 01 July, 2015 to 31 December, 2015
Particulars
Notes
01-07-2015 to
31-12-2015
(6 months)
Taka
01-07-2014 to
31-12-2014
(6 months)
Taka
Net Turnover
17.00
213,031,638
182,234,998
Cost of Goods Sold
18.00
(124,617,881)
(106,432,757)
88,413,757
75,802,241
(21,518,659)
(6,074,284)
(15,444,375)
(20,848,008)
(5,788,217)
(15,059,791)
66,895,098
54,954,233
(10,558,211)
92,435
(12,937,067)
-
Net Profit/(Loss) before WPPF
56,429,322
42,017,166
Contribution to Workers' Profit Participation Fund (WPPF) 23.00
(2,687,111)
(2,000,817)
53,742,211
40,016,349
(19,894,867)
(18,809,774)
(1,085,093)
(15,402,414)
(14,005,722)
(1,396,692)
33,847,344
24,613,935
0.96
2.46
Gross Profit/(Loss)
Operating Expenses
Administrative Expenses
Selling & Distribution Expenses
19.00
20.00
Operating Income
Financial Expenses
Other Income
21.00
22.00
24.00
Income Tax Expenses
Provision for Tax
Deferred Tax
Net Profit/(Loss) after Tax
25.00
Earnings per Share (EPS)
Sd/Chairman
This is the Statement of Profit or Loss and Other Comprehensive Income referred to in our report of even date.
Dated: Dhaka
07 April, 2016
92
Statement of Cash Flows
Particulars
Notes
Cash Flows from Operating Activities
Collection from Customers & Others
Payment to Suppliers, Employees & Others
Income Tax Paid
Net Cash Generated from Operating Activities
01-07-2015 to
31-12-2015
(6 months)
Taka
01-07-2014 to
31-12-2014
(6 months)
Taka
28.01
28.02
28.03
179,963,439
(153,199,143)
(18,567,845)
8,196,451
164,280,534
(85,726,545)
(13,987,845)
64,566,144
3.00
(10,412,657)
(10,412,657)
(69,545,458)
(69,545,458)
1,961,356
36,087,328
Cash Flows from Investing Activities
Acquisition of Property Plant & Equipment
Net Cash used in Investing Activities
Cash Flows from Financing Activities
Long Term Loan
Short Term Loan
Financial Expenses Paid
Net Cash Generated from Financing Activities
11.00 &
14.00
13.00
21.00
Net Cash Increase in Cash & Cash Equivalents
Cash & Cash Equivalents at the Beginning of the period
Cash & Cash Equivalents at the end of the period
Net Operating Cash Flows per Share (NOCFPS)
27.00
2,597,918
(10,558,211)
(5,998,937)
(24,506,084)
(12,937,067)
(1,355,823)
(8,215,143)
26,038,384
17,823,241
(6,335,137)
9,580,921
3,245,784
0.23
6.46
Sd/Chairman
This is the Statement of Cash Flows referred to in our report of even date.
Dated: Dhaka
07 April, 2016
93
Statement of Changes in Equity
Particulars
Share
Capital
Balance as on 01-07-2014
100,000,000
Addition during the period
Share Money
Deposit
40,000,000
-
-
Total
Taka
90,843,059
230,843,059
24,613,935
24,613,935
115,456,994
255,456,994
100,000,000
Particulars
Share
Capital
100,000,000
40,000,000
115,456,994
255,456,994
253,500,000
(40,000,000)
30,213,859
243,713,859
353,500,000
145,670,853
499,170,853
Particulars
Share
Capital
353,500,000
40,000,000
Retained
Earnings
Share Money
Deposit
Share Money
Deposit
353,500,000
Retained
Earnings
Retained
Earnings
Total
Taka
Total
Taka
-
145,670,853
499,170,853
-
33,847,344
33,847,344
-
179,518,197
533,018,197
Sd/Chairman
This is the Statement of Changes in Equity referred to in our report of even date.
Dated: Dhaka
07 April, 2016
94
Notes comprising a Summary of Significant Accounting Policies and Other
Explanatory information for the period 01 July, 2015 to 31 December, 2015
1.00
The Company &It’s Operations:
1.01
Legal form of the Company:
Amulet Pharmaceuticals Ltd. (hereinafter referred to as "the Company") was incorporated on 11
August, 1985 vide registration no. C-14612 as a private limited Company in Bangladesh under the
Companies Act, 1994 with the name of Healing Pharmaceuticals Ltd. and subsequently changed its
name to Amulet Pharmaceuticals Ltd. on 28 January, 2008. Moreover, on 24 July, 2014 the
Company converted into itself as a Public Limited Company under the Companies Act, 1994.
1.02
Address of the Registered & Corporate Office:
The registered and corporate office of the Company is located at Ch 72/1/B, Moddha Badda, Holland
Centre (6thfloor), Progoti Sarani, Dhaka-1212 and its factory is situated in its own premises at Amulet
Complex, Vill: Singdighi, P.O: Maona, Thana: Shreepur, District: Gazipur.
1.03
Nature of Business Activities:
The principal activities of the Company throughout the year continued to be manufacturing and
marketing of quality medicine.
2.00
Summary of Significant Accounting & Valuation Principles:
2.01
Statement of Compliance:
The financial statements have been prepared in compliance with the requirements of the Companies
Act, 1994, the Securities & Exchanges Rules, 1987 and other relevant local laws as applicable and in
accordance with the Bangladesh Accounting Standards (BASs) & Bangladesh Financial Reporting
Standards (BFRSs).
2.02
2.03
2.04
Principal Accounting Policies:
The specific accounting policies have been selected and applied by the Company's management for
significant transactions and events that have a material effect within the Framework for preparation
and presentation of financial statements. Financial statements have been prepared and presented in
compliance with BAS-1 “Presentation of Financial Statements”. The previous year’s figures were
formulated according to the same accounting principles. Compared to the previous year, there were
no significant changes in the accounting and valuation policies affecting the financial position and
performance of the Company. However, changes made to the presentation are explained in the note
for each respective item.
Accounting and valuation methods are disclosed for reasons of clarity. The Company classified the
expenses using the function of expenses method as per BAS-1.
Going Concern:
The Company has adequate resources to continue in operation for the foreseeable future. For this
reasons the directors continue to adopt going concern basis in preparing the financial statements.
The current credit facilities and resources of the Company provides sufficient fund to meet the
present requirements of existing business.
Off Setting:
“In compliance to BAS-1 and BAS-32, offsetting is done for a particular vendor or customer when the
following conditions are met:




Each of the two parties owes the other determinable amounts;
The entity has the right to set off against the amount owed by other party;
The entity intends to offset;
The right of setoff is legally enforceable.”
95
2.05
Basis of Preparation of the interim Financial Statements:
The accounting policies used are consistent with those used in the Annual Financial Statements. The
financial statements have been prepared in accordance with the International Financial Reporting
Standards (IFRSs). The presentation of the Interim Financial Statements is consistent with the
Annual Financial Statements. Where necessary, the comparatives have been reclassified or
extended to take into account any presentational changes made in the Annual Financial Statements.
The preparation of the Interim Financial Statements requires management to make estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities at the date
of the Interim Financial Statements. If in the future such estimates and assumptions, which are based
on management's best judgment at the date of the Interim Financial Statements, deviate from the
actual, the original estimates and assumptions will be modified as appropriate in the period in which
the circumstances change.
2.06
Presentation of Financial Statements:
The presentation of these financial statements is in accordance with the guidelines provided by BAS
1: Presentation of Financial Statements.
The financial statements comprises of:
(a) Statement of Financial Position as at 31 December, 2015;
(b) Statement of Profit or Loss and Other Comprehensive Income from 01 July, 2015 to 31
December, 2015;
(c) Statement of Changes in Equity from 01 July, 2015 to 31 December, 2015;
(d) Statement of Cash Flows from 01 July, 2015 to 31 December, 2015; and
(e) Notes, comprising summary of significant accounting policies and explanatory information.
2.07
Reporting Period:
The financial statements cover six months from 01 July, 2015 to 31 December, 2015.
2.08
Accounting Convention and Assumption:
The financial statements are prepared accrual basis under the historical cost convention.
2.09
Critical Accounting Estimates, Assumptions and Judgments:
The preparation of the financial statements are in conformity with BFRS requires the use of certain
critical accounting estimates. It also requires management to exercise its judgment in the process of
applying the Company’s accounting policies.
2.10
Functional Currency and Presentation Currency:
The financial statements are prepared and presented in Bangladesh Currency (Taka), which is the
Company’s functional currency. All financial information presented has been rounded off to the
nearest Taka except where indicated otherwise.
2.11
Application of Standards:
The following BASs are applicable for the financial statements for the year under review.
BAS-1
Presentation of Financial Statements;
BAS-2
Inventories;
BAS-7
Statement of Cash Flows;
BAS-8
Accounting Policies, Changes in Accounting Estimates and Errors;
BAS-10 Events after the Reporting Period;
BAS-12 Income Taxes;
BAS-16 Property, Plant & Equipment;
BAS-17 Leases;
BAS-18 Revenues;
BAS-23 Borrowing Cost;
BAS-24 Related Parties Disclosure;
BAS-33 Earnings per Share;
BAS-34 Interim Financial Reporting
BAS-36 Impairment of Assets;
BAS-37 Provisions, Contingent Liabilities and Contingent Assets.
96
2.12
Property, Plant & Equipment:
a. Recognition and Measurement:
In compliance with BAS-16 (Property, Plant & Equipment) items of Property, Plant & Equipment
(PPE), excluding land is initially measured at cost less accumulated depreciation and accumulated
impairment losses, if any. Land is measured at cost. The cost of an item of PPE comprises its
purchase price, import duties and non-refundable taxes after deducting trade discount and rebates
and any costs directly attributable to bringing the assets to the location and condition necessary
for it to be capable of operating in the intended manner.
b. Capitalization of Borrowing Cost:
Finance costs that are directly attributable to the construction of plants are included in the cost of
those plants in compliance with BAS-23: Borrowing Cost, allowed alternative treatment.
c. Subsequent Costs:
The cost of replacing part of an item of property, plant and equipment is recognized in the carrying
amount of the item if it is probable that the future economic benefits embodied within the part will
flow to the Company and its cost can be measured reliably. The cost of the day to day maintaining
cost on PPE is recognized in the Statement of Comprehensive Income as incurred.
d. Depreciation:
No depreciation is charged on land and land development.
Consistently, depreciation is provided on diminishing balance method based on written down
value at which the asset is carried in the books of account. Depreciation continues to be provided
until such time as the written down value is reduced to Taka one.
Each item of PPE is depreciated from the month in which the asset comes into use or capitalized.
In case of disposals, no depreciation is charged in the month of disposal.
The depreciation/amortization rate(s) are as follows:
Category of Fixed Assets
Factory Buildings
Plant & Machinery
Generator
Office Decoration
Office Equipment
Furniture & Fixtures
Motor Vehicle
Books
Rate %
15
15
10
10
15
10
20
15
e. Retirements and Disposals:
An asset is derecognized on disposal when no future economic benefits are expected from its use
and subsequent disposal. Gains or losses arising from the retirement or disposal of an asset is
determined as the difference between the net disposal proceeds and the carrying amount of the
asset and is recognized as gain and loss from disposal of asset under other income in the
Statement of Comprehensive Income.
2.13
Inventories:
Inventories are assets held for sale in the ordinary course of business, in the process of production
for such sale or in the form of materials or supplies to be consumed in the production process.
Inventories are stated at the lower of cost or net realizable value in compliance to the requirements of
Para 21 and 25 of BAS-2. Costs including an appropriate portion of fixed and variable overhead
expenses are assigned inventories by the method most appropriate to the particular class of
inventory. Net realizable value represents the estimated selling price for the inventories less all
estimated cost of completion and cost necessary to make the sale. Item wise valuation is as follows:
97
Category of Inventories
Raw & Packing Materials
Work-in-Progress
Finished Goods
Basis of Valuation
At Weighted Average Cost
At Standard Cost
At Standard Cost
Standard cost comprises value of materials, standard activity cost and overheads.
2.14
Impairment of Assets:
All assets have been reviewed according to BAS-36 and it was confirmed that no such assets have
been impaired during the year and for this reason no provision has been made for impairment of
assets.
2.15
Statement of Changes in Equity:
The Statement of Changes in Equity reflects information about the increase or decrease in net assets
or wealth.
2.16
Cash & Cash Equivalents:
Cash & cash equivalents include cash in hand, cash at banks, term deposits which are available for
use by the Company without any restrictions. There is an insignificant risk of change in value of the
same.
2.17
Accounts Receivable:
Receivables are carried at original invoice amount. This is considered good for collection and
therefore, no amount was written off as bad debt and no debt was considered doubtful to provide for.
2.18
Creditors & Accrued Expenses:
2.18.1 Trade & Other Payables:
Liabilities are recorded at the amount payable for settlement in respect of goods and services
received by the Company.
2.18.2 Provision:
The preparation of the financial statements are in conformity with Bangladesh Accounting Standards,
BAS-37 Provisions, Contingent Liabilities and Contingent Assets requires management to make
estimates and assumptions that affect the reported amounts of revenues and expenses, assets and
liabilities, and the disclosure requirements for contingent assets and liabilities during and at the date
of the financial statements.
2.19
2.20
2.21
Employees' Benefit:
Employees of the Company are entitled to get the following benefits from the Company:
a. Festival Bonus:
The Company gives 02 festival bonuses to its permanent employees in a year.
b. Workers' Profit Participation Fund:
This represents 5% of the net profit after charging such contribution but before tax contribution by
the Company as per provisions of Bangladesh Labour Law, 2006 and is payable to the workers
as define in the said Law.
Authorization date for issuing Financial Statements:
The financial statements were authorized by the Board of Directors on 07April, 2016 for issue after
completion of review.
Taxation:
2.21.1 Current Tax:
Provision for taxation has been made as per rates prescribed in the Finance Act, 2015 and the
Income Tax Ordinance, 1984 on profit made by the Company. As per BAS-12 Income Tax provision
has been made during the year as the Company earned taxable income.
98
2.21.2 Deferred Tax:
Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in
the financial statements and the corresponding tax bases used in the computation of taxable profit
and are accounted for using the Statement of Financial Position as liability method. Deferred tax
liabilities are generally recognized for all taxable temporary differences and deferred tax assets are
generally recognized for all deductible temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible temporary differences can be utilized.
APL itself recognized the deferred tax liabilities for all taxable temporary differences.
2.22
Contingent Liabilities and Assets:
Contingent liabilities and assets are current or possible obligations or assets, arising from past events
and whose existence is due to the occurrence or non-occurrence of one or more uncertain future
events which are not within the control of the Company. In accordance with BAS-37 Provision,
Contingent Liabilities and Contingent Assets are disclosed in the notes to the financial statements.
2.23
Revenue Recognition:
Moment of recognition, amount to be recognized and disclosure requirements of revenue has been
made as per BAS-18 “Revenue Recognition”.
 The Company recognized sales when products are invoiced and dispatched to the buyers.
 Interest income on bank deposit and short-term investments is recognized on receipts or due
basis.
 Other income is recognized on receipt or due basis.
2.24
Borrowing Costs:
In compliance with the requirements of BAS-23 “Borrowing Costs”, borrowing costs of operational
period on short term loan and overdraft facilities from commercial banks & financial institutions were
charged off as revenue expenditure as they incurred.
2.25
Foreign Currency Translation:
Transactions in foreign currencies are translated to Bangladesh Taka at the foreign exchange rate
ruling at the date of the transaction. Monetary assets and liabilities are converted at the rates
prevailing at the Statement of Financial Position date. Non-monetary assets and liabilities
denominated in foreign currencies, stated at historical cost are translated into Bangladesh Taka at
the exchange rate ruling at the date of transaction.
2.26
Statement of Cash Flows:
Statement of Cash Flows is prepared principally in accordance with BAS-7: Statement of Cash Flows
and the cash flows from operating activities have been presented under direct method.
2.27
Earnings per Share:
The Company calculates Earnings per Share (EPS) in accordance with BAS-33: “Earnings per
Share”, which has been shown on the face of Statement of Comprehensive Income, and the
computation of EPS is stated in the note. Earnings per Share is the basic earnings dividing by
average weighted ordinary shares outstanding during the year.
2.28
Comparative:
Financial statements are presented as BAS-1 ‘‘Presentation of Financial Statements” and previous
year’s figures have been restated due to changes in some accounting policies as per BAS-8
‘‘Accounting Policies, Changes in Accounting Estimates and Errors’’.
2.29
Segment Reporting:
No segmental reporting is applicable for the Company as required by BAS-14: “Segment Reporting”
as the Company operates in a single industry segment and within a single geographical territory.
2.30
Related Party Transactions:
TheobjectiveofBAS-24'RelatedPartyDisclosures'istoensurethat
anentity'sfinancialstatementscontainthedisclosuresnecessarytodrawattentiontothepossibilitythatitsfinancialp
ositionandprofitorlossmayhavebeenaffectedbytheexistenceofrelatedpartiesandbytransactions
and
outstanding balances with such parties.
99
Partiesareconsideredtoberelatedifonepartyhastheabilitytocontroltheotherpartyortoexercisesignificantinfluen
ceorjointcontroloverthe other party in making financial and operating decisions.
Apartyisrelatedtoanentityif:[BAS24]directly,orindirectlythroughoneormoreintermediaries,controls,iscontrolledby,orisundercommoncontrolwit
h,theentityhasaninterestintheentitythatgivesitsignificantinfluenceovertheentity,hasjointcontrolovertheentity,t
hepartyisamemberofthekeymanagementpersonneloftheentityoritsparent,thepartyisaclosememberofthefamil
yofanyindividual,thepartyisanentitythatiscontrolled,jointlycontrolledorsignificantlyinfluencedbyorforwhichsig
nificantvotingpowerinsuchentityresideswith,directlyorindirectly, any individual and the party is a postemployment benefit plan for the benefit of employees of the entity.
TheCompany
transactswithrelatedpartiesandrecognizeasperBAS24'RelatedPartyDisclosures'.Relatedpartytransactionshavebeen disclosed under Note – 33 & 40.
2.31
Interest paid and other Expenses:
Interest paid and other expenses are recognized on accrual basis.
2.32
Repair upkeep and Maintenance Charges:
There are usually absorbed as revenue charges as and when incurred.
100
3.00 Property, Plant & Equipment: Tk. 334,753,832
31-12-2015
Taka
30-06-2015
Taka
Cost:
Opening Balance
Add: Addition during the period
Closing Balance
484,279,804
10,412,657
494,692,461
296,558,653
187,721,151
484,279,804
Depreciation:
Opening Balance
Add: Addition during the period
Closing Balance
137,698,014
22,240,615
159,938,629
94,027,392
43,670,622
137,698,014
Written down value
334,753,832
346,581,790
50,265,723
107,128,492
17,393,645
6,390,421
181,178,281
38,795,673
96,020,605
18,567,341
4,563,464
157,947,083
5,931,561
9,754,207
15,685,768
6,752,456
5,812,658
12,565,114
1,668,825
11,790,453
98,978,142
156,837
276,850
9,578,940
80,410,297
1,688,101
243,390
6,450
100,000
112,944,097
243,390
6,450
100,000
92,304,028
Details are given in Annexure-A with the report.
4.00 Inventories: Tk. 181,178,281
Finished Goods
Raw Materials
Packing Materials
Work-in-Process
Total
At the end of the year physical verification of Inventories was carried out jointly by the Company
Officials & Auditors.
The basis of valuation is stated in Note-2.13.
Details are given in Annexure-B with the report.
5.00 Spare Parts & Supplies: Tk. 15,685,768
Spare Parts
Promotional & Literature Items
Total
Details are given in Annexure-C with the report.
6.00 Advances, Deposits & Pre-payments: Tk. 112,944,097
Advance against Salary
Advance against Raw Materials
Advance Income Tax
Advance against VAT
Deposits:
Security Deposit-Electricity
Security Deposit-BTCL
Security Deposit-Office & Deport
Total
Advance: These advances are un-secured but good and subsequently realized and/or adjusted.
Advance against salararies are regularly being realized from respective employees salary.
Deposits: These balances represent security deposits made by the Company for Electric connection,
Telephone line, Office & Deport. rent etc.
In the opinion of the Directors, all current assets, investments, loans and advances are on realization
in the ordinary course of business, a value at least equal to the amounts at which they are stated in
the Statement of Financial Position.
There is no claim against the Company, which can be acknowledged as debt.
No amount was due by the Directors (including Managing Director) and managing agents of the
101
Company and any of them severally or jointly with any other person.
31-12-2015
Taka
30-06-2015
Taka
12,630,723
10,280,821
6,042,605
16,854,952
23,624,908
18,379,591
9,021,945
29,849,351
4,951,579
4,458,204
4,811,705
140,906,384
9,168,157
6,808,474
5,391,628
12,013,085
19,022,255
13,049,026
8,195,296
21,730,752
5,096,751
3,706,784
3,563,542
107,745,750
7.00 Accounts Receivable: Tk. 140,906,384
Receivables against sales comprises are as followings:
Dhaka Sales Center
Chittagong Sales Center
Comilla Sales Center
Bogra Sales Center
Mymensingh Sales Center
Barisal Sales Center
Sylhet Sales Center
Rajshahi Sales Center
Rangpur Sales Center
Maizdi Sales Center
Kustia Sales Center
Total
The above amounts are unsecured but good. No provision was made for bad debt during the period
under review.
No amount was due by the Directors (including Managing Director) or any other official of the
Aging of the above receivables are given below:
Particulars
Accounts Receivable
Total
Up to 3 months
80,950,718
80,950,718
3 to 6 months 6 months & above
49,669,500
10,286,166
49,669,500
10,286,166
Total
140,906,384
140,906,384
8.00 Cash & Cash Equivalents: Tk. 17,823,241
Cash in Hand (including all Depots)
Cash at Bank
Pubali Bank Ltd., Pragati Sharani Br., Dhaka A/C No. 3770901001413
Pubali Bank Ltd., Pragati Sharani Br., Dhaka A/C No. 3770102000116
Total
17,631,508
7,706,530
108,541
83,192
17,823,241
78,675
18,253,179
26,038,384
The bank balances have been confirmed and reconciled with respective bank statements.
Cash in hand has been verified by the Management at the close of the year and a cash custody
certificate was furnished to the Auditors. Cash in hand includes head office and 10 different depots
offices.
9.00 Share Capital: Tk. 353,500,000
Authorized Capital:
120,000,000 Ordinary Shares of Tk. 10 each
Issued, Subscribed and Paid-up:
35,350,000 Ordinary Shares of Tk. 10 each fully paid-up
1,200,000,000
1,200,000,000
353,500,000
353,500,000
A special resolution was passed and duly certified from RJSC dated 24 April, 2014 to adopt a new
Articles of Association. By the said special resolution, the Company's face value of share is reduced
from Tk. 100 to Tk. 10.
Shareholding Position is as follows:
Institutional Shareholders:
5,000,000
9,000,000
5,000,000
9,000,000
102
Individual Shareholders:
Abdul Mannan
Syed Amrirul Islam
M. A. Bari
Muhammed Ahmed Ali
Abdulla-Al-Mahmud
Aminur Rashed
Nahid Khan Rasul
Syeda Shanaz Ahmed
Jobayda Mannan
Raisa Mehvin Rasul
Munsur Ahamed
Abid Hossain
M. Munir Ahmed
Ishtiaq Ahmed
Md. Uzzal Hossain
Md. Masudur Rahman
Zahed Hossan
Md. Sajedul Islam
S & S Enterprise
Apurba Kumar Das
Sabbir Ahmed
Md. Anisur Rahman
Mohammad Shafiqul Kabir
Zahidul Islam
Gulam Imani
Badrul Haider Chowdhury
Md. Nazrul Islam
Zillur Rahman
Md. Jahangir
Shah Jalal Uddin
Jalil Miah
Abdus Subhan
Afsary Khanom
Salah Uddin Ahmed
Badrul Alam
Shifa Wahida Rahman
Shelina Rahman
Sumon Ahmed
Samad Ali
Md. Almojahid Mullick
Mahbuba Khatun
Syed Sakib Naimuddin
Abdul Rahman
Nizam Uddin Sikdar
Md. Jilu Miah
Mumina Khatun
Jabbir Ahmed
Kabir Miah
Md. Tipu Sultan
Md. Abdur Rab
Saiful Islam Helaly
Ali Akbar
Kazi Mahmudul Hasan
Total
31-12-2015
Taka
30-06-2015
Taka
52,550,000
28,550,000
37,075,000
10,600,000
11,600,000
11,500,000
10,000,000
7,500,000
10,625,000
14,000,000
14,000,000
10,000,000
12,000,000
4,200,000
2,000,000
4,000,000
1,000,000
1,000,000
800,000
800,000
1,000,000
500,000
1,000,000
500,000
1,000,000
1,250,000
2,500,000
2,000,000
1,000,000
1,000,000
7,500,000
1,000,000
3,000,000
2,000,000
2,500,000
7,600,000
1,700,000
2,000,000
2,250,000
2,250,000
2,000,000
4,500,000
5,400,000
5,000,000
2,000,000
2,000,000
700,000
5,000,000
5,000,000
2,000,000
2,000,000
2,500,000
6,700,000
1,000,000
2,000,000
100,000
1,750,000
500,000
2,000,000
353,500,000
52,550,000
28,550,000
37,075,000
10,600,000
11,600,000
11,500,000
10,000,000
7,500,000
10,625,000
14,000,000
14,000,000
10,000,000
12,000,000
4,200,000
2,000,000
4,000,000
1,000,000
1,000,000
800,000
800,000
1,000,000
500,000
1,000,000
500,000
1,000,000
1,250,000
2,500,000
2,000,000
1,000,000
1,000,000
7,500,000
1,000,000
3,000,000
2,000,000
2,500,000
7,600,000
1,700,000
2,000,000
2,250,000
2,250,000
2,000,000
4,500,000
5,400,000
5,000,000
2,000,000
2,000,000
700,000
5,000,000
5,000,000
2,000,000
2,000,000
2,500,000
6,700,000
1,000,000
2,000,000
100,000
1,750,000
500,000
2,000,000
353,500,000
103
31-12-2015
Taka
10.00 Retained Earnings: Tk. 179,518,197
Opening Balance
Add: Profit made during the period
Closing Balance
30-06-2015
Taka
145,670,853
33,847,344
179,518,197
90,843,059
54,827,794
145,670,853
29,305,153
40,565,097
8,733,355
5,075,320
1,764,245
19,647,554
105,090,724
52,400,000
52,690,724
28,433,881
39,197,626
8,412,597
4,839,960
1,718,383
20,526,921
103,129,368
55,344,000
47,785,368
11.00 Long Term Loan: Tk. 52,690,724
Pubali
Pubali
Pubali
Pubali
Pubali
Pubali
Bank
Bank
Bank
Bank
Bank
Bank
Ltd.,
Ltd.,
Ltd.,
Ltd.,
Ltd.,
Ltd.,
Principal
Principal
Principal
Principal
Principal
Principal
Br.,
Br.,
Br.,
Br.,
Br.,
Br.,
Dhaka
Dhaka
Dhaka
Dhaka
Dhaka
Dhaka
A/C
A/C
A/C
A/C
A/C
A/C
No.
No.
No.
No.
No.
No.
3555316105068
3555316105444
3555316106602
3555316109376
3555316109380
3555316109766
Less: Long Term Loan-Current Portion
Total
The details of the loan is as under:
Nature: Long Term Loan
Sanction Limit: 86,248,000
Expiry Date: 31-10-2016
Interest Rate: 13.00%
Security: 104.00 decimal land properties of the Company located at Mouza: Mawna, U.P: Mawna,
P.S: Sreepur, Dist: Gazipur, hypothecation of stocks & machinery and equipment (both present and
future) and personal guarantee of every Director.
The term loan facilities shall be repaid within 7 (seven) years including 6 months grace period from
the date of 1st disbursement.
Security: 104.00 decimal land properties of the company located at Mouza: Mawna, U.P: Mawna,
P.S: Sreepur, Dist: Gazipur, hypothecation of stocks & machinery and equipment (both present and
future) and personal guarantee of every Director.
12.00 Deferred Tax Liabilities: Tk. 14,583,365
This represents provision is made for deferred income tax to pay future income tax liability for
temporary differences which is arrived as follows:
Balance as on 1 July
Add: (Reduction)/addition during the period
Total
Calculation of Deferred Tax:
Particulars
Depreciation Charged for the year 2014-2015
13,498,272
1,085,093
14,583,365
Tax base
Depreciation
Applicable Tax Rate
60,714,592
Accounts base
Depreciation
43,670,622
Provision for Deferred Tax for the year 2014-2015
Depreciation Charged from 01-07-2015 to 31-12-2015
Applicable Tax Rate
7,532,882
5,965,390
13,498,272
Taxable
Temporary
Difference
17,043,970
35.00%
5,965,390
25,340,882
Provision for Deferred Tax from 01-07-2015 to 31-12-2015
22,240,615
3,100,267
35.00%
1,085,093
104
31-12-2015
Taka
30-06-2015
Taka
13.00 Short Term Loan: Tk. 44,090,771
Pubali Bank Ltd., Principal Br., Dhaka A/C No.3555901038656
Total
44,090,771
44,090,771
41,492,853
41,492,853
The details of the loan is as under:
Nature: Overdraft
Interest Rate: 15.50% (Variable)
Renewal Status: Renewed
Security: 104.00 decimal land properties of the company located at Mouza: Mawna, U.P: Mawna,
P.S: Sreepur, Dist: Gazipur and personal guarantee of every Director.
14.00 Long Term Loan-Current Portion: Tk. 52,400,000
The amount represents current maturity of Long Term Loan obtained from Pubali Bank Ltd., Principal
Br., Dhaka which are payable within next 12 (twelve) months from the date of Statement of Financial
Position.
15.00 Sundry Creditors: Tk. 1,467,585
The above balance is made-up as follows:
Chemi Trade
Dhaka Foil Corporation
Dignity Siurces Ltd.
Eskayef bangladesh Ltd.
Gift Galary
Innovate Trade Corporation
J & J Printing & Packaging
Roto Smart Ltd.
Walid Offset Printers
Total
292,282
245,442
209,000
179,000
121,755
317,296
102,810
1,467,585
124300
170,239
373,559
382,465
1,050,563
This represents amount payable to suppliers of raw materials, packing materials etc. All suppliers
were paid on a regular basis.
16.00 Liabilities for Expenses: Tk. 105,040,961
Electricity Bill-Factory
Office Rent
Electricity Bill-Head Office
Telephone-Head Office
Salary & Allownaces
WPPF
Audit Fees
Provision for Tax
Total
108,536
125,000
57,635
879
243,560
7,363,510
75,000
97,066,841
105,040,961
125,774
125,000
7,864
1,361
1,546,775
4,676,399
100,000
78,257,067
84,840,240
Most of the outstanding liabilities have subsequently been paid;
No liabilities in the Statement of Financial Position are at a value less than the amount at which it is
repayable at the date of the Statement of Financial Position.
105
31-12-2015
Taka
17.00 Net Turnover: Tk. 213,031,638
Local Sales (Gross)
Less: VAT
Total
249,978,453
36,946,815
213,031,638
30-06-2015
Taka
213,865,741
31,630,743
182,234,998
The above sales represents the following:
Category
Tablet
Capsule
Liquid
Ointment
Value in Taka
Unit
Pcs
Pcs
Bottle
Pcs
Opening
Stock
4,333,801
1,699,412
75,777
9,936
38,795,673
Production
Sales
Closing Stock
39,994,329
17,929,051
341,671
156,510
124,617,881
39,303,567
17,885,212
287,039
156,104
213,031,638
5,024,563
1,743,251
130,409
10,342
50,265,723
4,563,464
89,057,290
19,750,530
5,378,590
23,728,478
142,478,352
6,390,421
136,087,931
38,795,673
174,883,604
50,265,723
124,617,881
3,095,722
68,746,167
21,640,283
5,222,389
17,326,262
116,030,823
3,576,895
112,453,928
23,567,879
136,021,807
29,589,050
106,432,757
96,020,605
100,165,177
196,185,782
107,128,492
89,057,290
51,451,480
79,185,479
130,636,959
61,890,792
68,746,167
18.00 Cost of Goods Sold: Tk. 124,617,881
Opening Work-in-Process
Raw Materials Consumed (Note-18.01)
Packing Materials Consumed (Note-18.02)
Direct Expenses (Note-18.03)
Manufacturing Overhead (Note-18.04)
Less: Closing Work-in-Process
Opening Finished Goods
Finished Goods available for Sale
Less: Closing Finished Goods
Cost of Goods Sold
18.01 Raw Materials Consumed: Tk. 89,057,290
Opening Stock of Raw Materials
Add: Purchase of Raw Materials
Less: Closing Stock of Raw Materials
Consumption
Summarized Quantity and Total Value of Raw Materials Consumed:
Category
Unit
Active Materials
Excipients
Cap-Shell
Colour
Flavour
Sugar
Sorbitol
Dextrose
Lactose
Value in Taka
Kg.
Kg.
Pcs
Kg.
Kg.
Kg.
Kg.
Kg.
Kg.
Opening
Stock
20,303
6,638
14,391,922
5
382
150
55
820
244
96,020,605
Purchase/
Imports
29,310
31,535
20,646,433
157
2,486
53,367
11,235
5,036
5,684
100,165,177
Issues/
Closing Stock
Consumption
29,905
30,680
19,561,461
155
2,470
53,363
11,239
5,281
5,708
89,057,290
Raw materials consist of 218 items of which 45.67% (in value) are imported.
19,708
7,493
15,476,894
7
398
154
51
575
220
107,128,492
106
31-12-2015
Taka
18.02 Packing Materials Consumed: Tk. 19,750,530
Opening Stock of Packing Materials
Add: Purchase of Packing Materials
18,567,341
18,576,834
37,144,175
17,393,645
19,750,530
Less: Closing Stock of Packing Materials
Consumption
30-06-2015
Taka
7,904,523
28,674,682
36,579,205
14,938,922
21,640,283
Summarized Quantity and Total Value of Packing Materials Consumed:
Category
Unit
Opening
Stock
Aluminum Foil
Aluminum Tube
Bottle
Container
Carton
Label
PVC-Film
PP Cap & Others
Value in Taka
Kg.
Kg.
Pcs
Pcs
Pcs
Pcs
Kg.
Pcs
15,091
38,158
173,822
26,596
377,115
968,795
10,999
727,042
18,567,341
Purchase/
Imports
13,028
73,533
211,545
83,236
1,029,237
301,130
3,820
509,641
18,576,834
Issues/
Closing Stock
Consumption
13,252
73,739
214,422
85,259
1,039,449
365,291
6,024
372,429
19,750,530
14,867
37,952
170,945
24,573
366,903
904,634
8,795
864,254
17,393,645
Packing materials consist of 148 items of which 24.57% (in value) are imported.
18.03 Direct Expenses: Tk. 5,378,590
Wages & Salary
Bonus
Overtime
Total
4,263,452
899,675
215,463
5,378,590
4,030,102
987,614
204,673
5,222,389
895,444
355,762
820,895
18,794
21,637,583
23,728,478
1,023,393
302,463
509,674
21,124
15,469,608
17,326,262
18.04 Manufacturing Overhead: Tk. 23,728,478
Electric Bill
Factory Maintenances
Machinery Maintenances
Carriage Inward
Depreciation
Total
107
19.00
Administrative Expenses: Tk. 6,074,284
Salary & Allowances
Bonus
Office Rent
Traveling & Conveyance
Stationery
Telephone Bill
Mobile Bill
Renewal & Registration
Postage & Telegram
Stamp & Taxes
Car Fuel
Newspaper
Office Maintenances
Entertainment
Repairs & Maintenances
Audit Fees
Electricity Bill
Miscellaneous Expenses
Depreciation
Total
31-12-2015
Taka
30-06-2015
Taka
3,056,745
925,500
270,000
160,933
92,563
9,889
158,791
80,520
10,236
45,673
109,892
2,576
132,458
113,626
132,313
75,000
65,743
28,794
603,032
6,074,284
2,978,582
978,565
270,000
148,584
88,914
148,392
80,879
10,464
44,581
93,360
2,432
114,050
100,450
116,674
38,520
34,200
539,570
5,788,217
9,754,672
480,000
1,786,945
1,897,845
82,463
50,000
324,153
13,894
198,061
856,342
15,444,375
9,277,500
480,000
1,613,000
2,156,745
93,500
50,000
304,050
11,712
183,584
889,700
15,059,791
7,429,856
3,071,118
57,237
10,558,211
9,812,598
3,096,327
28,142
12,937,067
Salary & allowances includes Managing Director and Chief Executive Officer's salary
amounting to Tk. 504,000 and Tk. 451,000 respectively during the last 6 months period
ended 31 December, 2015.
20.00
Selling & Distribution Expenses: Tk. 15,444,375
Salary & Allowances
Sales Deport Rent
Sales Promotion & Business Development
Bonus
Carriage Outward
Utility
Mobile Bill
Postage
Motorcycle Maintenances
TA/DA
Total
21.00
Financial Expenses: Tk. 10,558,211
Long Term Loan
Pubali Bank Ltd., Principal Br., Dhaka A/C No.3555901038656
Bank Charges & Commission
Total
22.00
Other Income: Tk. 92,435
23.00
Contribution to Workers' Profit Participation Fund (WPPF): Tk. 2,687,111
The above figure represents the bank interest earned on SND account of the Company.
This represents 5% of the net profit after charging such contribution but before tax
contribution by the Company as per provisions of Bangladesh Labour Law, 2006.
108
24.00
31-12-2015
Taka
30-06-2015
Taka
18,809,774
1,085,093
19,894,867
14,005,722
1,396,692
15,402,414
The Computation of EPS is given below:
Earnings attributable to the Shareholders (net profit after tax) 33,847,344
Weighted average number of Shares
35,350,000
Basic Earnings per Share (EPS) (Per value Tk. 10)
0.96
24,613,935
10,000,000
2.46
Income Tax Expenses: Tk. 19,894,867
Provision for Tax
Deferred Tax
Total
Income tax provision has been made 35.00% on net profit as per Finance Act, 2015.
25.00
26.00
27.00
Earnings per Share (EPS): Tk. 0.96 (six months)
Net Asset Value (NAV) per Share: Tk. 15.08
The Computation of NAV is given below:
Net Assets
Number of Shares outstanding during the year
Net Asset Value (NAV) per Share
533,018,197
35,350,000
15.08
499,170,853
35,350,000
14.12
Net Operating Cash Flows per Share (NOCFPS): Tk. 0.23 (six months)
The Computation of NOCFPS is given below:
Net Cash Generated from Operating Activities
Weighted average number of Shares
Net Operating Cash Flows per Share (NOCFPS)
28.00
Related Notes for Statement of Cash Flows:
28.01
Collection from Customers & Others:
28.02
Payment to Suppliers, Employees & Others:
28.03
Income Tax Paid:
Turnover from P/L
Other Income
Change in Accounts Receivable
Purchase
Changes in Inventory
Changes in Promotional Items
Changes in Advance, Deposit & Ore-Payment without AIT
Changes in Sundry Creditors
Changes in Other Payable
Depreciation
Total Payment to Suppliers, Employees & Others
Change in Advance Income Tax
Total
8,196,451
35,350,000
0.23
64,566,144
10,000,000
6.46
213,031,638
92,435
(33,160,634)
179,963,439
182,234,998
(17,954,464)
164,280,534
(124,617,881)
(23,231,198)
(3,120,654)
(2,072,224)
417,022
(1,296,164)
(6,074,284)
(15,444,375)
22,240,615
(153,199,143)
(106,432,757)
(23,976,055)
(710,194)
(17,877)
376,003
49,873,165
(5,788,217)
(15,059,791)
16,009,178
(85,726,545)
(18,567,845)
(18,567,845)
(13,987,845)
(13,987,845)
109
29.00 Commission, Brokerage or Discount:
No brokerage and discount against sales was paid during the period.
30.00 Payment made in Foreign Currency:
No expenses including Royalty, Technical Experts & Professional Advisory Fees and Interest
etc. were incurred or paid in foreign currencies during the financial period.
31.00 Finance Lease Commitment:
As at 31-12-2015, there was no lease commitment under finance lease.
32.00 Claim not Acknowledged as debt:
There was no claim against the Company acknowledged as debt as on 31 December, 2015.
33.00 Related Party Transactions:
The Company has no related party transactions as per BAS-24 "Related Party Disclosures"
except executive compensation received by 2 Directors namely Abu Zafar Enayet Rasul as
Managing Director and Syed Amrirul Islam as Chief Executive Officer (CEO) for the period
ended 31 Deember, 2015.
Name of the Directors
Syed Amrirul Islam
Total
Designation
Managing Director
Chief Executive
Officer (CEO)
Basic Salary
276,000
228,000
Total
(6 months)
504,000
522,000
433,000
955,000
246,000
Others
205,000
451,000
remuneration/salary/executive compensation. No board meeting fees has been paid during the
period.
34.00 Attendance Status of Board Meeting of Directors
During the period ended 31 December, 2015 there were three Board Meetings were held. The
attendance status of all the meetings is as follows:
Name of the Directors Designation
Abu Zafar Enayet Rasul Managing Director
Chairman
Abdul Mannan
Director
Syed Amrirul Islam
Director
M. A. Bari
Director
Muhammed Ahmed Ali
Director
Abdulla-Al-Mahmud
Director
Meeting held Attendance
3
3
3
2
3
3
3
3
3
3
3
1
3
2
35.00 Audit Fees:
Auditors' remuneration comprises half-yearly audit fees only.
110
36.00 Un-availed Credit Facilities:
There are no credit facilities available to the Company under any contract (other than credit
available in ordinary course of business) at the Statement of Financial Position date.
37.00 Contingent Liabilities:
There is no contingent liabilities of the Company during the period.
38.00 Financial Risk Measurement:
The management of Company has overall responsibility for the establishment and oversight of
the Company’s risk management framework. Risk management policies, procedures and
systems are reviewed regularly to reflect changes in market conditions and the Company’s
activities. The Company has exposure to the following risks for its use of financial instruments.
-Credit risk;
-Liquidity risk;
-Market risk;
- Currency risk.
Credit risk:
Credit risk is the risk of a financial loss to the Company if a customer or counterparty to a
financial instrument fails to meet its contractual obligations and arises principally from the
Company’s receivables. Management has a credit policy in place and exposure to credit risk is
monitored on an ongoing basis. Risk exposures from other financial assets, i.e. cash at bank
and other external receivables are nominal.
Liquidity risk:
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as
they fall due. The Company’s approach to managing liquidity (cash and cash equivalents) is to
ensure as far as possible, that it will always have sufficient cash and cash equivalent to meet
expected operational expenses including financial obligations through preparation of the cash
flow forecast with due consideration of time line of payment of the financial obligation and
accordingly arrange for sufficient liquidity/fund to make the expected payment within due date.
Market risk:
Market is the risk that any change in market prices such as foreign exchange rates and
interest will affect the Company’s income or the value of its holdings financial instruments. The
objective of the market risk management is to manage and control market risk exposures
within acceptable parameters.
Currency risk:
The Company is exposed to currency risk on certain revenues and purchases such as revenue
from foreign customers and import of raw materials, machineries and equipment. Majority of
the Company’s foreign currency transactions are denominated in USD and relate to
procurement of raw materials, machineries and equipment from abroad.
39.00 Events after the Reporting Period:
No material events had occurred from the end of the reporting period to the date of issue of this
Financial Statements, which could materially affect the values stated in the Financial
Statements.
111
40.00
A.
Disclosure as per requirement of Schedule XI, Part II of the Companies Act, 1994:
Disclosure as per requirement of Schedule XI, Part II, Note 5 of Para 3:
Employee position of the company as at 31 December, 2015:
Officer & Staff
Salary (Monthly)
Factory
Below Tk. 3,000/Above Tk. 3,000/for the period ended 31-12-2015
for the year ended 30-06-2015
B.
24
24
Head Office
244
244
23
282
Worker
81
81
85
Total
Employees
349
349
390
Disclosure as per requirement of Schedule XI, Part II, Para 4:
Name of Directors
Syed Amrirul Islam
Abdul Mannan
M. A. Bari
Muhammed Ahmed Ali
Mr. Abdulla-Al-Mahmud
Total
Designation
Chairman
Managing Director
(CEO)
Director
Director
Director
Director
Basic Salary
Others
276,000
Total payment Total payment
on 31-12-2015 on 31-012-2014
(6 months)
(6 months)
228,000
504,000
465,500
522,000
433,000
246,000
205,000
451,000
955,000
407,200
872,700
Period of payment to Directors is from 01 July, 2015 to 31 December, 2015.
The above Directors of the company did not take any benefit from the Company and the follows:
a. Expenses reimbursed to the managing agent-Nil.
b. Commission or other remuneration payable separately to a managing agent or his associate -Nil.
c. Commission received or receivable by the managing agent or his associate as selling or buying agent of other concerns in
respect of contracts entered into such concerns with the company-Nil.
d. The money value of the contracts for the sale or purchase of goods and materials or supply of services, enter into by the
company with the managing agent or his associate during the financial year-Nil.
e. Any other perquisites or benefits in cash or in kind stating-Nil.
f. Other allowances and commission including guarantee commission-Nil.
Pensions, etc.1) Pensions-Nil
2) Gratuities-Nil
3) Payment from Provident Fund-Nil
4) Compensation for loss of office-Nil
5) Consideration in connection with retirement from office-Nil
112
C. Disclosure as per requirement of Schedule XI, Part II, Para 7:
Details of production capacity utilization:
Item
Tablet & Capsule
Liquid & Ointment
(Based on one shift basis)
Unit
Million Pcs
Million Pcs
Production Capacity
160.00
1.50
Actual Production
57.92
0.50
Capacity Utilization
36.20%
33.33%
D. Disclosure as per requirement of Schedule XI, Part II, Para 8:
Raw materials, spare parts, packing materials and capital machinery:
Items
Raw materials
Spare parts
Packing materials
Total
Total Purchase (BDT)
100,165,177
18,576,834
118,742,011
% of consumption of
total purchase
89,057,290
88.91%
820,895
19,750,530
106.32%
109,628,715
Consumption (BDT)
Value of export:
Particulars
Export
Total
In foreign currencies (US$)
-
In BDT
-
i) The company has not incurred any expenditure in foreign currencies for the period from 01 July, 2015 to 31 December, 2015
on account of royalty, know-how, professional fees, consultancy fees and interest;
ii) The company has not earned any foreign exchanges for royalty, know-how, professional fees, consultancy fees and interest;
iii) The value of export represents for the period from 01 July, 2015 to 31 December, 2015.
E. Disclosure as per requirement of Schedule XI, Part II, Para 3:
Requirements under Condition No.
3(i)(a) The turnover.
3 (i)(b) Commission paid to the selling agent.
3(i)(c ) Brokerage and discount on sales, other than the usual trade discount
3(i)(d)(i) The value of the raw materials consumed, giving item wise as possible.
3(i)(d)(ii) The opening and closing stocks of goods produced.
3(i)(e) In the case of trading companies, the purchase made and the opening and closing stocks.
3(i)(f) In the case of companies rendering or supplying services, the gross income derived from services
rendered or supplied.
3(i)(g) Opening and closing stocks, purchases and sales and consumption of raw materials with value and
quantity break-up for the company, which falls under one or more categories i.e. manufacturing and/or
trading.
3(i)(h) In the case of other companies, the gross income derived under different heads
3(i)(i) Work-in-progress, which have been completed at the commencement and at the end of the
accounting period.
3(i)(j) Provision for depreciation, renewals or diminution in value of fixed assets.
3(i)(k) Interest on the debenture paid or payable to the Managing Director, Managing Agent and Manager.
3(i)(l) Charge of income tax and other taxation on profits.
3(i)(m) Revised for repayment of share capital and repayment of loans.
3(i)(n)(i) Amount set aside or proposed to be set aside, to reserve, but not including provisions made to
meet any specific liability, contingency or commitment, know to exist at the date as at which the balance
sheet is made up.
3(i)(n)(ii) Amount withdrawn from above mentioned reserve
3(i)(o)(i) Amount set aside to provisions made for meeting specific liabilities, contingencies of
commitments.
3(i)(o)(ii) Amount withdrawn from above mentioned provisions, as no longer required.
3(i)(p) Expenditure incurred on each of the following items, separately for each item: (i) Consumption of
stores and spare parts (ii) Power and Fuel (iii) Rent (iv) Repairs of Buildings (v) Repairs of Machinery (vi) (1)
Salaries, wages and bonous (2) Contribution to provident and other funds (3) Worksmen and staff welfare
expenses to the extent not adjusted from any previous provision or reserve.
Compliance status
of disclosure of
Schedule XI, Part
II, Para 3
Complied
Not Applicable
Not Applicable
Complied
Complied
Not Applicable
Not Applicable
Complied
Not Applicable
Complied
Complied
Not Applicable
Complied
Complied
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Complied
113
F. Disclosure of Advances, Deposits and Pre-payments of Schedule XI of the Companies Act, 1994:
The details break-up of Advances, Deposits and Pre-payments as per requirement of Schedule XI of the Companies Act, 1994
as stated below:
Particulars
Advances, Deposits and Pre-payments exceeding 6 months
Advances, Deposits and Pre-payments not exceeding 6 months
Other Advances, Deposits & Pre-payments less provision
Advances, Deposits and Pre-payments considered good and secured
Advances, Deposits and Pre-payments considered goods without security
Advances, Deposits and Pre-payments considered doubtful or bad
Advances, Deposits and Pre-payments due by Directors
Advances, Deposits and Pre-payments due by other officers (against salary)
Advances, Deposits and Pre-payments due from companies under same management
Maximum Advances, Deposits & Pre-payments due by Directors
Maximum Advances, Deposits & Pre-payments due by Officers at any time
30-12-2015
90,044,060
22,900,037
Nil
Nil
Full
Nil
Nil
1,668,825
Nil
Nil
30-06-2015
64,072,160
28,231,868
Nil
Nil
Full
Nil
Nil
276,850
Nil
Nil
Schedule of Property, Plant & Equipment
Particulars
Factory Building
Plant & Machinery
Generator
Office Decoration
Office Equipment
Furniture & Fixture
Motor Vehicle
Books
55,259,840
115,294,489
264,264,356
3,555,780
4,729,146
5,236,536
1,709,717
7,432,000
629,855
26,168,085
1,887,945
5,560,625
1,010,352
290,675
152,560
1,510,500
55,259,840
117,182,434
269,824,981
3,555,780
5,739,498
5,527,211
1,862,277
7,432,000
629,855
27,678,585
as at 31-12-2015
as at 30-06-2015
484,279,804
296,558,653
10,412,657
187,721,151
494,692,461
484,279,804
01-07-2015 to
31-12-2015
Taka
21,637,583
603,032
01-07-2014 to
31-12-2014
Taka
15,469,608
539,570
22,240,615
16,009,178
Allocation of Depreciation:
Manufacturing A/C
Statement of Profit or Loss and
Other Comprehensive Income
Total
Annexure-A
Cost
Depreciation
Written down
Balance as at Addition during Balance as at Rate Balance as at Charged during Balance as at
value as at
01 July, 2015
the period 31 December, 2015 %
01 July, 2015
the period 31 December, 201531 December, 2015
15
15
10
10
15
10
20
15
38,438,274
80,614,342
1,456,127
627,316
1,557,991
467,914
4,996,682
9,539,368
5,870,413
14,086,536
104,983
242,980
292,242
67,811
243,532
1,332,120
44,308,687
94,700,878
1,561,110
870,296
1,850,233
535,725
5,240,214
10,871,488
55,259,840
72,873,747
175,124,103
1,994,671
4,869,203
3,676,979
1,326,552
2,191,786
629,855
16,807,098
137,698,014
94,027,392
22,240,615
43,670,622
159,938,629
137,698,014
334,753,832
346,581,790
114
Schedule of Inventories
Finished Goods:
Annexure-B
A. Finished Goods at Factory:
Sl. No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
Sub-total
Name of Product
Adcal D 15 Tablet
Adcal D 15 Tablet
Amuran Tablet
Amzith 500 Tablet
Axefur 250 Tablet
Axefur 500 Tablet
Coxitori 60 Tablet
Coxitori 120 Tablet
Cebeta Tablet
Flocip 500 Tablet
Montilet10 Tablet
Nitalet Tablet
Nopath Tablet
Pyrizin Tablet
Rheunil Tablet
Setir Tablet
SMR Tablet
Tempanil 500 Tablet
Tempanil Extra Tablet
Timofet Tablet
Toro Tablet
Volta Gold 15 Tablet
Volta Gold 30 Tablet
Xofedin 120 Tablet
Xofedin 180 Tablet
Desolet
Amucef 200 Capsule
Amucef 400 Capsule
Amzith 250 Capsule
DFC TR Capsule
Esomo 20 Capsule
Esomo 40 Capsule
Flucolet 50 Capsule
Flucolet 150 Capsule
Omelet 20 Capsule
Omelet 40 Capsule
Zifov Capsule
Ambrocod Syrup
Amucef PFS
Amzith PFS
Axefur PFS
Flocip PFS
Flucolet PFS
Neozinc Syrup
Voltacod Syrup
Binafin 1% Cream
Bundrel 1% Cream
Clori HC 1% Cream
Ecolet Cream
Quantity in Pcs
172,560
206,450
108,490
65,240
114,527
23,555
284,562
123,321
170,321
73,490
27,888
61,055
93,459
43,251
327,853
105,627
268,793
145,780
168,590
43,512
23,469
25,431
41,590
248,771
117,469
177,892
127,452
63,469
31,890
98,450
72,560
103,460
42,555
24,151
38,427
44,791
163,777
12,895
9,763
4,517
11,469
9,785
1,471
21,739
12,823
1,215
1,745
771
856
Rate
3.76
3.76
1.50
26.32
18.80
33.83
5.26
10.53
1.88
10.53
11.28
4.51
3.76
2.26
2.26
1.50
6.02
0.60
1.43
4.52
7.52
4.51
4.51
4.89
6.02
1.88
22.56
37.59
15.04
1.88
4.51
6.02
6.02
15.04
3.76
5.26
2.26
29.99
146.63
97.74
148.91
75.19
56.39
26.24
59.97
37.59
29.99
26.32
24.06
Stock Value
648,825
776,252
162,735
1,717,116
2,153,107
796,854
1,496,796
1,298,571
320,203
773,850
314,576
275,479
351,406
97,747
740,948
158,441
1,618,134
87,468
241,084
196,674
176,487
114,693
187,571
1,216,490
707,163
334,437
2,875,317
2,385,800
479,594
185,086
327,246
622,830
256,181
363,231
144,486
235,601
370,136
386,721
1,431,548
441,492
1,707,827
735,734
82,949
570,431
768,996
45,672
52,333
20,292
20,595
31,473,205
115
B. Finished Goods at Depots:
Sl. No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
Sub-total
Name of Product
Adcal D Tablet
Adcal D Tablet (30)
Amuran Tablet
Amzith 500 Tablet
Axefur 250 Tablet
Axefur 500 Tablet
Cebeta Tab
Desolet Tablet
Flocip 500 Tablet
Montilet 10 mg Tab
Nopath Tablet
Pyrizin Tablet
Rheunil Tablet
Setir 10 Tablet
SMR Tablet
Tempanil 500 Tablet
Timofet Tablet
Toro 10 Mg Tablet
Volta Gold Tablet
Volta Gold Tablet (30)
Xofedin 120 mg Tablet
Xofedin 180 mg Tablet
Coxitori 120
Coxitori 60
Amucef 200 Capsule
Amucef 400 Capsule
Amzith 250 Capsule
DFC TR Capsule
Esomo 20 Capsule
Esomo 40 Capsule
Flucolet 150 Capsule
Flucolet 50 Capsule
Omelet 20 Capsule
Omelet 40 Capsule
Zifov Capsule
Ambrocod Syrup
Amucef PFS
Amzith PFS
Axefur PFS
Flocip PFS
Voltacod syrup
Flucolet PFS
Neozinc Syrup
Binafin 1% Cream
Burndel 1% Cream
Clori HC Cream
Ecolet Cream
Grand-total (A + B)
Quantity in Pcs
15,441
76,444
224,562
72,498
29,333
11,919
52,501
89,002
33,479
19,490
86,741
62,112
218,466
193,490
33,769
79,861
118,717
43,890
102,222
24,560
33,787
44,312
14,569
46,999
33,453
77,560
25,932
9,014
47,125
287,465
52,463
7,581
62,489
200,486
118,354
43,800
4,159
7,789
6,351
3,712
8,625
6,451
2,603
6,257
763
2,125
1,103
1,764
Rate
11.28
3.76
1.50
26.32
18.80
33.83
1.88
1.88
10.53
11.28
3.76
2.26
2.26
1.50
6.02
1.43
0.60
4.52
7.52
4.51
4.51
4.89
6.02
10.53
5.26
22.56
37.59
15.04
1.88
4.51
6.02
15.04
6.02
3.76
5.26
2.26
29.99
146.63
97.74
140.91
75.19
59.97
56.39
26.24
37.59
29.99
26.32
24.06
Stock Value
174,174
287,429
336,843
1,908,053
551,461
403,220
98,702
167,324
352,534
219,847
326,146
140,373
493,733
290,235
203,289
114,201
71,230
198,383
768,709
110,765
152,379
216,686
87,705
494,899
175,962
1,749,753
975,608
135,571
88,595
1,296,467
315,827
114,019
376,183
753,828
622,542
98,988
124,728
1,142,100
620,746
523,052
648,513
386,867
146,783
164,183
28,680
63,729
29,033
42,441
18,792,518
50,265,723
116
Raw Materials:
A. Active Materials:
Sl. No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
Sub-total
Name of Product
Calcium Carbonate
Vitamin D3
Azithromycin Dihydrate (Comp.)
Azithromycin Dihydrate (Micr.)
Ciprofloxacin HCL (Comp.)
Pyridoxine Hydro Chloride
Thiamine Mononitrate
Cyanocobalamine 1%
Omeprazole Pellets
Iron, Folic Acid, Vit-B Complex, VitC, Zinc (Pellets)
Paracetamol
Caffeine
Cetirizine HCL
Aceclofenac
Fluconazole
Econazole Nitrate
Cefixime Trihydrate Compacted
Cefixime Trihydrate Micronized
Cefuroxime Axetil
Esomeprazole Pellets
Montelukast Sodium
Tiemonium Methyl Sulphate
Silver Sulphadiazine
Diclofenac Sodium 50% Pellets
Etoricoxib
Baclofen
Hydrocortisone
Desloratadine
Fexofenadine HCL
D-Biotin
Dried Ferrous Sulphate
Dibasic Calcium Phosphate Anhy.
Dry Coated Ascorbic Acid
Dry Vitamin A Acetate (T 500-600)
Dry Vitamin E Acetate (50%
Magnesium Oxide
Nicotinamide
Boron Citrate Blend 5%
Chromium Chloride Hexahydrate
Cupric Oxide
Lutein 5%
Manganese Sulphate Monohydrate
Nickel Sulphate Hexahydrate
Riboflavin
Sodium Metavandate Tetra hydrtae
Stannous Chloride Dihydrate
Sodium Molybdate Dihydrate
Sodium Selenate
Vitamin K
Zinc Oxide
Potassium Chloride
Potassium Iodide
D-Pantothenic Acid
Quantity in Kg.
1,225.00
28.10
1,915.00
413.25
562.00
262.00
142.00
53.00
2,456.00
Rate
52.00
4,200.00
13,500.00
13,000.00
3,200.00
3,200.00
3,200.00
4,800.00
2,000.00
Stock Value
63,700
118,020
25,852,500
5,372,250
1,798,400
838,400
454,400
254,400
4,912,000
1,503.00
271.00
137.00
523.00
50.25
14.00
509.00
220.60
683.50
2,950.00
50.00
140.25
58.00
29.00
1,200.00
337.00
26.00
29.30
46.00
233.25
3.00
34.00
360.00
158.00
211.50
348.00
303.50
128.00
6.00
88.00
24.50
36.00
262.00
3.00
26.55
3.50
1.00
6.00
39.00
3.45
121.50
201.00
3.00
62.00
483.00
1,500.00
5,500.00
2,600.00
10,000.00
12,000.00
12,400.00
11,200.00
11,440.00
2,500.00
91,000.00
12,800.00
23,000.00
11,000.00
1,200.00
23,200.00
18,160.00
85,000.00
45,000.00
13,500.00
800.00
180.00
280.00
650.00
5,400.00
2,800.00
550.00
950.00
9,200.00
8,800.00
9,500.00
7,100.00
150.00
600.00
12,000.00
9,000.00
10,000.00
23,000.00
21,000.00
10,500.00
420.00
60.00
9,500.00
2,500.00
725,949
406,500
753,500
1,359,800
502,500
168,000
6,311,600
2,470,720
7,819,240
7,375,000
4,550,000
1,795,200
1,334,000
319,000
1,440,000
7,818,400
472,160
2,490,500
2,070,000
3,148,875
2,400
6,120
100,800
102,700
1,142,100
974,400
166,925
121,600
55,200
774,400
232,750
255,600
39,300
1,800
318,600
31,500
10,000
138,000
819,000
36,225
51,030
12,060
28,500
155,000
100,203,174
1,209.00
1,350.00
1,632,150
117
B. Excepients & Others:
Sl. No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
Name of Product
Aerosil 200
Amzith Cap-Shell
Aspartame
Avicel PH 101
Avicel PH 102
Carnauba Wax
Citric Acid
Cetostearyl Alcohol
Croscarmellose Sodium
Crospovidone
DFC TR Cap-Shell
Esomo-20 Cap-Shell
Flucolet 50 Cap-Shell
Flucolet 150 Cap-Shell
Glycerin
HPMC
Insta Coat Smart
Insta Moistshield Aqua-ΙΙ
Isopropyl Alcohol
Lactose
Liquid Paraffin
Ludipress
Magnesium Stearate
Maize Starch
Mango Powder Flavor
Methyl Paraben
Methylene Chloride
NPS 18/24
Orange Flavor
Omelet-20 Cap-Shell
Polyethlene Glycol-6000
Povidone K-30
Propyl Paraben
Propylene Glycol
Purified Talc
Quinolone Yellow Lake
Red Oxide Colour
Saccharin Sodium
Sodium VBenzoate
Sodium Chloride
Sodium Citrate (Anhydrous)
Sodium Starch Glycolate
Sorbitan Mono Stearate 60
Sorbitol
Starch-1500
Sugar
Dextrose
Titanium Dioxide
Quantity in Pcs
54.00
37,500
19.00
198.00
611.00
9.00
9.00
187.00
29.00
85.00
995,461
5,701,523
1,860,230
258,487
145.00
94.00
144.50
235.00
1,490.00
220.00
168.00
245.00
42.00
388.00
49.00
9.00
1,876.00
236.00
349.00
1,489,700
23.00
75.00
2.50
146.00
62.00
4.00
3.00
21.00
9.00
203.00
20.00
58.00
62.00
51.00
142.00
154.00
575.00
63.00
Rate
1,500.00
0.13
2,150.00
410.00
410.00
2,500.00
95.85
370.00
1,400.00
1,830.00
0.13
0.13
0.13
0.13
115.00
950.00
5,680.00
3,400.00
187.00
400.00
1,200.00
1,550.00
450.00
105.00
1,200.00
950.00
115.00
600.00
900.00
0.13
450.00
850.00
1,050.00
105.00
250.00
2,000.00
8,000.00
350.00
165.00
38.00
185.00
550.00
1,200.00
72.00
900.00
40.00
105.00
750.00
Stock Value
81,000
4,875
40,850
81,180
250,510
22,500
863
69,190
40,600
155,550
129,410
741,198
241,830
33,603
16,675
89,300
820,760
799,000
278,630
88,000
201,600
379,750
18,900
40,740
58,800
8,550
215,740
141,600
314,100
193,661
10,350
63,750
2,625
15,330
15,500
8,000
24,000
7,350
1,485
7,714
3,700
31,900
74,400
3,672
127,800
6,160
60,375
47,250
118
Sl. No.
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
Sub-total
Name of Material
Triethanol Amine
Tween -80
White Soft Parafin
Xanthan Gum
Zifov Cap-Shell
Benzyl Alcohol
Cetyl Alcohol
Methyl Paraben Sodium
Propyl Paraben Sodium
Amucef 200 Cap-Shell
Amucef 400 Cap-Shell
Omelet-40 Cap-Shell
Erythrosine Lake
Avicel ( RC-591)
NPS 14/20
Grand-total (A + B)
Qty in Pcs/kg Rate/Pcs/Kg
29.00
1,200.00
58.00
430.00
103.00
250.00
7.00
750.00
1,889,455
0.13
11.00
850.00
11.00
600.00
8.00
600.00
10.00
900.00
1,436,888
0.13
756,430
0.13
1,051,220
0.13
1.50
945.00
2.50
450.00
92.00
700.00
15,485,792.00
Total Value
34,800
24,940
25,750
5,250
245,769
9,350
6,600
4,800
9,000
186,795
98,336
136,659
1,418
1,125
64,400
6,925,318
107,128,492
Packing Materials:
Sl. No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
Total
Name of Material
Alu Alu Foil 219 mm
Print Foil
Tube
130 ml Glass Bottle
75 ml Glass Bottle
35 ml Glass Bottle
100 ml Pet Bottle
Container
Inner Carton
Shipping Carton
Catch Cover
Label
PVC 210 mm
PVC 220 mm
PVC 230 mm
PVC 230 mm
28 m m P P Cap
Spoon
Mesasuring Cup
Qty in Pcs/kg Rate/Pcs/Kg
9,077
595.00
5,790
875.00
37,952
3.50
53,265
4.34
33,525
3.63
41,900
2.87
42,255
6.44
24,573
4.50
321,015
3.00
45,888
15.00
203,459
1.50
904,634
1.20
2,645
250.00
3,189
250.00
1,892
250.00
1,069
250.00
290,775
1.55
156,001
0.55
214,019
0.75
Total Value
5,400,815
5,066,250
132,832
230,957
121,830
120,379
272,122
110,579
963,045
688,320
305,189
1,085,561
661,250
797,250
473,000
267,250
450,701
85,801
160,514
17,393,645
Work-in-Process:
Sl. No.
1
2
3
4
5
Total
Name of Product
Amzith 500 Tablet
Amucef 400 Capsule
Omelet 40 Capsule
Volta Gold Tablet
Quantity/ Batch (Pcs)
105,633
95,678
185,769
155,464
145,675
Value
2,051,810
3,017,684
657,622
192,775
470,530
6,390,421
119
Schedule of Spare Parts & Supplies
Spare Parts:
Sl. No.
A
1
2
3
4
5
6
B
1
2
3
4
5
6
C
1
2
3
4
D
1
2
3
4
5
6
E
1
2
3
4
F
1
2
G
1
2
Total
No. of Parts
Value
Total Value
Machine Name & Parts
Blister Alu Alu PVC Set
Guid Real
107,000
Forming Plate
1
Set
107,000
Sealing Plate
Cooling Plate
Air Plate
Cuter
1
Set
292,300
292,300
Alu Alu Set
Guid Real
569,400
Forming Plate
2
Set
284,700
Sealing Plate
Cooling Plate
Air Plate
Cuter
1
Set
288,950
288,950
Tablet Compression Machine - ACRA, by Fluid Pack, 27 Station
Die Punch
2
Sets
243,500
487,000
Hopper
2
Sets
30,000
60,000
Channel
1
Sets
12,512
12,512
Feed Frame
2
Sets
23,000
46,000
Tablet Compression Machine-ACRA, by Fluid Pack, 27 Station
Punch
4
Sets
243,500
974,000
Hopper
2
Sets
30,000
60,000
Channel
1
Sets
12,512
12,512
Dust Collector
2
Set
480,000
960,000
Detester
2
Set
392,000
784,000
Polish Machine
2
Set
170,000
340,000
Coating Machine 1 (China)
Peristaltic Pump
2
Set
225,000
450,000
Motorized Solution Preparative Vet
1
Set
100,000
100,000
Dust Extractor
1
Set
200,000
200,000
Spray Gun
1
Set
100,000
100,000
Hand Capsule Machine
Casing Plate
1
Sets
15,000
15,000
Loader Plate
2
Sets
4,678
10,795
Star Wheel
2
Sets
21,000
42,000
Channel
2
Sets
10,046
20,092
5,931,561
120
Annexure-C
Sl. No.
Name of Items
Promotional Material:
1
Bag ( Amzith)
2
Bag ( Esomo)
3
Slip pad with box ( Amzith)
4
Slip pad with box (Esomo)
5
Saving foam (Amzith)
6
Saving foam (Nopath)
7
Aftersave lotion ( Volta Gold)
8
Air Freshner ( Axefur)
9
Money Bag ( Amzith)
10
Money Bag (Esomo)
11
Gel Pen (Axefur)
12
Gel Pen (Amucef)
13
Gel Pen (Amzith)
14
Gel Pen (Esomo)
15
Gel Pen (Montilet)
16
Ball Pen (Omelet)
17
Ball Pen (Adcal D)
18
Ball Pen (Zifov)
19
Tissue Box (Esomo)
20
Tissue Box (Amzith)
21
Tissue Box (Axefur)
22
Tissue Box (Amucef)
23
Tissue Box (Voltacod)
24
Tissue Box (Neozinc)
25
Pen Stand (Amzith + Esomo)
26
Chotpoti Mix (Amzith)
27
Khir Mix (Esomo)
28
Savlon Hand Wash (Amzith)
29
Savlon Hand Wash (Esomo)
30
Savlon Hand Wash (Axefur)
31
Savlon Hand Wash (Amucef)
32
Big Pad (Amzith)
33
Big Pad (Esomo)
34
Big Pad (Axefur)
35
Big Pad (Amucef)
36
Ceramic Mug (Cefilet)
37
Pocket Pad (Omelet + Toro)
38
Highlighter (Axefur)
39
Spoon (Amzith)
40
Spoon (Nopath)
41
Deodorant (Amzith)
42
Face Wash (Esomo)
43
Face Wash (Axefur)
44
Slip Pad Holder (Axefur)
45
Key Ring (Amucef)
46
Key Ring (Axefur)
Literature Item:
47
Show Card (Amzith)
48
Show Card (Adcal-D)
49
Show Card (Amucef)
50
Show Card (Axefur)
51
Show Card (Esomo)
52
Show Card (Montilet)
53
Show Card (Neozinc)
54
Show Card (Ambrocod)
55
Show Card (Voltacod)
56
Show Card (Nopath)
57
Show Card (Amucef)
58
Show Card (Axefur)
59
Literature (Axefur)
60
Literature (Amucef)
61
Literature (Timofet)
62
Literature (SMR)
63
Literature (Amzith)
64
Literature (Esomo)
65
Small Literature (Cefilet)
66
Small Literature (Amupime)
67
Literature (Toro)
68
Literature (Zifov)
69
Chemist Pad
70
Product Card
71
Sticker (Omelet)
72
Drop Card (Burndel)
Grand Total
Quantity (Pcs)
Price /Pcs
Tota l Value
4,560
3,770
1,790
1,375
768
651
469
375
689
789
8,590
7,592
14,560
12,890
3,758
41,555
13,500
6,045
4,590
4,583
4,233
3,590
3,358
3,640
1,249
375
559
985
1,287
1,189
890
4,387
1,260
3,799
9,721
377
14,789
1,385
2,732
4,389
1,847
1,345
851
1,600
985
1,059
110.00
110.00
125.00
125.00
160.00
160.00
90.00
110.00
170.00
170.00
25.00
25.00
25.00
25.00
30.00
5.00
15.00
15.00
30.00
30.00
25.00
25.00
25.00
25.00
70.00
50.00
50.00
80.00
80.00
80.00
80.00
40.00
40.00
40.00
40.00
150.00
10.00
105.00
120.00
120.00
80.00
110.00
85.00
80.00
80.00
80.00
501,600
414,700
223,750
171,875
122,880
104,160
42,210
41,250
117,130
134,130
214,750
189,800
364,000
322,250
112,740
207,775
202,500
90,675
137,700
137,490
105,825
89,750
83,950
91,000
87,430
18,750
27,950
78,800
102,960
95,120
71,200
175,480
50,400
151,960
388,840
56,550
147,890
145,425
327,840
526,680
147,760
147,950
72,335
128,000
78,800
84,720
48,759
63,420
52,990
43,512
38,777
8,722
3,759
4,861
4,678
10,412
15,730
13,458
16,942
17,463
5,789
5,988
4,659
4,287
8,641
3,700
4,583
1,765
7,862
43,485
3,214
1,293
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
8.50
8.50
8.50
8.50
8.00
8.00
5.00
5.00
8.50
8.50
10.00
4.50
5.00
1.50
243,795
317,100
264,950
217,560
193,885
43,610
18,795
24,305
23,390
52,060
78,650
67,290
144,007
148,436
49,207
50,898
37,272
34,296
43,205
18,500
38,956
15,003
78,620
195,683
16,068
1,939
9,754,207
121
(b) Information as is required under section 186 of the †Kv¤úvwb AvBb, 1994 relating to holding company;
The Company has no holding Company, So this is not applicable for this issue
(c) Selected ratios as specified in Annexure-D;
Auditors' Certificate regarding Ratio Analysis
The following ratios have been computed from the Audited Financial Statements of Amulet Pharmaceuticals Ltd. for the period ended 31 December, 2015 and years ended 30 June, 2015, 2014, 2013, 2012 and 2011:
Name of Ratio
A.
Formula
31-12-2015 (6 months)
Calculation
Result %
30-06-2015
Calculation
Result %
Amount in Taka
30-06-2014
30-06-2013
Calculation
Result %
Calculation
Result %
30-06-2012
Calculation Result %
Amount in Taka
30-06-2011
Calculation
Result %
Liquidity Ratios:
Current Assets
1 Current Ratio
2 Quick Ratio
3
Current Assets - Inventory
Current Liability
Operating Income
Time Interest Earned
Ratio (Times)
4 Debt to Equity Ratio
B.
Current Liability
468,537,771
202,999,317
271,673,722
202,999,317
66,895,098
Interest expenses
10,558,211
Total Debt (Total Liabilities)
270,273,406
Turnover
213,031,638
Total stockholder's equity
533,018,197
2.31
1.34
6.34
0.51
396,600,359
182,727,656
226,088,162
182,727,656
121,837,674
23,790,395
244,011,296
499,170,853
2.17
1.24
5.12
0.49
252,393,598
155,412,390
166,373,994
155,412,390
77,823,643
21,692,270
224,081,800
230,843,059
1.62
1.07
3.59
0.97
86,259,024
103,337,284
45,401,767
103,337,284
49,488,123
19,861,361
185,153,341
58,666,753
0.83
0.44
2.49
3.16
73,013,569
48,538,361
36,009,021
48,538,361
28,511,257
7,760,689
157,779,251
42,648,292
1.50
0.74
3.67
3.70
31,449,360
14,330,576
14,483,345
14,330,576
13,138,080
29,124
105,857,641
31,933,983
2.19
1.01
451.11
3.31
Operating Ratios:
1
Accounts Receivable
Turnover Ratio (Times)
2
Inventory Turnover Ratio
(Times)
3
Fixed Assets Turnover
Ratio (Times)
Average Fixed Assets
4
Assets Turnover Ratio
(Times)
Average Total Assets
C.
Profitability Ratios:
Average Receivables
Cost of goods sold
Earnings Per Share
(EPS) (Per value Tk. 10)
213,031,638
Turnover
213,031,638
Turnover
Profit After Tax
Turnover
Profit After Tax
4 Return on Assets Ratio
6
Turnover
Operating Profit
3 Net Income Ratio
5 Return on Equity Ratio
169,562,682
Turnover
2 Operating Income Ratio
124,617,881
Average Inventory
Grass Profit
1 Gross Margin Ratio
124,326,067
Total Assets
Profit After Tax
340,667,811
773,236,876
88,413,757
213,031,638
66,895,098
213,031,638
33,847,344
213,031,638
33,847,344
803,291,603
33,847,344
Shareholders Equity
533,018,197
Profit After Tax
33,847,344
Weighted Average
No. of Shares Outstanding
35,350,000
1.71
0.73
0.63
0.28
41.50%
31.40%
15.89%
4.21%
6.35%
0.96
388,157,162
89,445,005
226,973,745
121,983,344
388,157,162
274,556,526
388,157,162
599,053,504
161,183,417
388,157,162
121,837,674
388,157,162
54,827,794
388,157,162
54,827,794
743,182,149
54,827,794
499,170,853
54,827,794
12,430,822
4.34
1.86
1.41
0.65
41.53%
31.39%
14.13%
7.38%
10.98%
4.41
294,467,820
40,770,720
180,380,774
63,438,431
294,467,820
180,046,166
294,467,820
349,372,477
114,087,046
294,467,820
77,823,643
294,467,820
33,176,306
294,467,820
33,176,306
454,924,859
33,176,306
230,843,059
33,176,306
181,370
7.22
2.84
1.64
0.84
38.74%
26.43%
11.27%
7.29%
14.37%
182.92
212,055,360
12,420,470
130,469,705
38,930,903
212,055,360
142,487,522
212,055,360
222,123,819
81,585,655
212,055,360
49,488,123
212,055,360
16,018,461
212,055,360
16,018,461
243,820,094
16,018,461
58,666,753
16,018,461
100,000
17.07
3.35
1.49
0.95
38.47%
23.34%
7.55%
6.57%
27.30%
160.18
140,576,835
9,355,225
87,415,016
26,985,282
140,576,835
116,878,119
140,576,835
169,109,584
53,161,819
140,576,835
28,511,257
140,576,835
10,714,309
140,576,835
10,714,309
200,427,543
10,714,309
42,648,292
10,714,309
100,000
15.03
3.24
1.20
0.83
37.82%
20.28%
7.62%
5.35%
25.12%
107.14
69,078,920
2,731,362
43,998,617
10,221,017
69,078,920
67,575,564
69,078,920
90,974,106
25,080,303
69,078,920
13,138,080
69,078,920
6,533,981
69,078,920
6,533,981
137,791,624
6,533,981
31,933,983
6,533,981
100,000
We have examined the calculation of the above ratios of Amulet Pharmaceuticals Ltd. for the period ended 31 December, 2015 and years ended 30 June, 2015, 2014, 2013, 2012 & 2011 and found them correct.
Dated: Dhaka
21 April, 2016
122
25.29
4.30
1.02
0.76
36.31%
19.02%
9.46%
4.74%
20.46%
65.34
(d) Auditors report under Section 135(1), Para 24(1) of Part II of Schedule III of the †Kv¤úvwb AvBb, 1994. The report
shall include comparative income statements and balance sheet and aforementioned ratios for immediate
preceding five accounting years of the issuer. If the issuer has been in commercial operation for less than five years,
the above mentioned inclusion and submission will have to be made for the period since commercial operation;
Auditors Certificates:
Auditors' Report under section 135(1) and paragraph 24(1) of Part -II of Third Schedule of the Companies Act,
We have examined the financial statements of Amulet Pharmaceuticals Ltd. for the period ended 31 December, 2015 and years ended 30 June,
2015, 2014, 2013, 2012 & 2011. In pursuance of Section 135(1) under Paragraph 24(1) of Part -II of Third Schedule of the Companies Act, 1994 our
report is as under:
A.
Statement of Assets and Liabilities:
31-12-2015
30-06-2015
30-06-2014
Non-Current Assets
Property, Plant & Equipment
Total Non-Current Assets
334,753,832
334,753,832
346,581,790
346,581,790
Current Assets
Inventories
Spare Parts & Supplies
Advances, Deposits & Pre-payments
Accounts Receivables
Cash & Bank Balances
Total Current Assets
181,178,281
15,685,768
112,944,097
140,906,384
17,823,241
468,537,771
TOTAL ASSETS
as at
Amount in Taka
30-06-2013
30-06-2012
30-06-2011
202,531,261
202,531,261
157,561,070
157,561,070
127,413,974
127,413,974
106,342,264
106,342,264
157,947,083
12,565,114
92,304,028
107,745,750
26,038,384
396,600,359
86,019,604
9,533,368
76,115,446
71,144,259
9,580,921
252,393,598
40,857,257
3,970,796
30,483,831
10,397,181
549,959
86,259,024
37,004,548
1,951,685
19,345,658
14,443,758
267,920
73,013,569
16,966,015
9,881,697
4,266,692
334,956
31,449,360
803,291,603
743,182,149
454,924,859
243,820,094
200,427,543
137,791,624
353,500,000
179,518,197
533,018,197
353,500,000
145,670,853
499,170,853
100,000,000
40,000,000
90,843,059
230,843,059
1,000,000
57,666,753
58,666,753
1,000,000
41,648,292
42,648,292
1,000,000
30,933,983
31,933,983
Non-Current Liabilities
Long Term Loan
Deferred Tax Liabilities
Total Non-Current Liabilities
52,690,724
14,583,365
67,274,089
47,785,368
13,498,272
61,283,640
61,136,528
7,532,882
68,669,410
75,854,861
5,961,196
81,816,057
104,896,210
4,344,680
109,240,890
88,819,605
2,707,460
91,527,065
Current Liabilities
Short Term Loan
Sundry Creditors
Liability for Expenses
Total Current Liabilities
44,090,771
52,400,000
1,467,585
105,040,961
202,999,317
41,492,853
55,344,000
1,050,563
84,840,240
182,727,656
66,004,607
38,940,000
876,560
49,591,223
155,412,390
30,976,329
38,940,000
2,789,390
30,631,565
103,337,284
19,612,432
8,745,581
20,180,348
48,538,361
3,028,389
11,302,187
14,330,576
Total Liabilities
270,273,406
244,011,296
224,081,800
185,153,341
157,779,251
105,857,641
TOTAL EQUITY & LIABILITIES
803,291,603
743,182,149
454,924,859
243,820,094
200,427,543
137,791,624
ASSETS
EQUITY & LIABILITIES
Shareholders' Equity
Share Capital
Share Money Deposit
Retained Earnings
Total Shareholders' Equity
123
B.
Statement of Operating Results:
31-12-2015
30-06-2015
for the year/period ended
30-06-2014
30-06-2013
30-06-2012
213,031,638
(124,617,881)
88,413,757
388,157,162
(226,973,745)
161,183,417
294,467,820
(180,380,774)
114,087,046
212,055,360
(130,469,705)
81,585,655
140,576,835
(87,415,016)
53,161,819
69,078,920
(43,998,617)
25,080,303
Operating Expenses
Operating Income
(21,518,659)
(6,074,284)
(15,444,375)
66,895,098
(39,345,743)
(10,715,871)
(28,629,872)
121,837,674
(36,263,403)
(9,701,076)
(26,562,327)
77,823,643
(32,097,532)
(7,736,837)
(24,360,695)
49,488,123
(24,650,562)
(6,298,829)
(18,351,733)
28,511,257
(11,942,223)
(4,446,631)
(7,495,592)
13,138,080
Other Income
Financial Expenses
Net Profit/(Loss) before WPPF
92,435
(10,558,211)
56,429,322
157,095
(23,790,395)
98,204,374
(21,692,270)
56,131,373
(19,861,361)
29,626,762
(7,760,689)
20,750,568
(29,124)
13,108,956
Contribution to WPPF
(2,687,111)
(4,676,399)
(2,672,923)
(1,410,798)
(988,122)
(624,236)
53,742,211
93,527,975
53,458,450
28,215,964
19,762,446
12,484,720
(19,894,867)
(18,809,774)
(1,085,093)
(38,700,181)
(32,734,791)
(5,965,390)
(20,282,144)
(18,710,458)
(1,571,686)
(12,197,503)
(10,580,987)
(1,616,516)
(9,048,137)
(7,410,917)
(1,637,220)
(5,950,739)
(4,681,770)
(1,268,969)
33,847,344
54,827,794
33,176,306
16,018,461
10,714,309
6,533,981
Nil
Nil
Nil
Nil
Nil
Net Turnover
Cost of Goods Sales
Gross Profit/(Loss)
Income Tax Expenses
Current Tax
Deferred Tax
Net Profit/(Loss) after Tax
C.
30-06-2011
Dividend:
The Company's data relating to dividend is as under:
Cash Dividend - %
Stock Dividend (Bonus shares) - %
Nil
Nil
Nil
Nil
Nil
Nil
Nil
D. The Company was incorporated on 11 August, 1985 as a private limited Company in Bangladesh under the Companies Act, 1994 with the
name of Healing Pharmaceuticals Ltd. and subsequently changed its name to Amulet Pharmaceuticals Ltd. on 28 January, 2008. On 24 July
2014, The Company registered itself as a Public Limited Company under the Companies Act, 1994. The share of the Company is denominated
from Tk. 100 to Tk. 10 at 24 April, 2014;
E. The Statement of Assets and Liabilities (Statement of Financial Position) as at 31 December, 2015 of the Company has been duly certified by
F. We also certify the Statement of Operating Results (Statement of Comparative Income) for the period ended 31 December, 2015 of the
G. The Company has no subsidiaries;
H. No proceeds or part of proceeds of the issue of shares were applied directly or indirectly by the Company in the purchase of any other
business;
I.
The Company did not prepare any financial statements for any period subsequent to 31 Dedember, 2015; and
J. Figures related to previous years have been rearranged wherever considered necessary.
Dated: Dhaka
21 April, 2016
(e) Following statements for the last five years or any shorterperiod of commercial operation certified by the
auditors:(i) Statement of long term and short term borrowings including borrowing from related party or connected persons
with rate of interest and interest paid/accrued;
Auditors’ Certificate regarding Statement of any Loan given by the Issuer including Loans
to Related Party or connected Persons with Rate of Interest and Interest Realized/Accrued
There is no such loan given by the Amulet Pharmaceuticals Ltd. including loans to related party or
connected persons hence there is no interest realized or accrued for the period from 01 July, 2010 to 31
December, 2015.
Dated: Dhaka
21 April, 2016
124
(ii) Statement of principal terms of secured loans andassets on which charge have been created against those loans
with names of lenders, purpose, sanctioned amount, rate of interest, primary security, collateral/other security, repayment schedule and status;
Auditors’ Certificate regarding statement of principal terms of secured loans and assets on which
charge have been created against those loans with names of lenders, purpose, sanctioned amount,
rate of interest, primary security, collateral/other security, re-payment schedule and status
Particulars
Names of lenders
Purpose
Status of Asset Charged
Sanctioned Amount
Rate of Interest
Primary Security/
Collateral/Other Security
Re-payment schedule
Status (Current Balance)
Particulars
Names of lenders
Purpose
Sanctioned Amount
Rate of Interest
Primary Security/
Re-payment schedule
Particulars
Names of lenders
Purpose
Sanctioned Amount
Rate of Interest
Primary Security/
Re-payment schedule
Dated: Dhaka
21 April, 2016
Jul-Dec’15
2014-15
2013-14
2012-13
2011-12
2010-11
100,076,528
114,794,861
104,896,210
2013-14
2012-13
2011-12
Pubali Bank Ltd. Pubali Bank Ltd. Pubali Bank Ltd. Pubali Bank Ltd. Pubali Bank Ltd. Pubali Bank Ltd.
Capital
Capital
Capital
Capital
Capital
Capital
Machineries,
Machineries,
Machineries,
Machineries,
Machineries,
Machineries,
Civil
Civil
Civil
Civil
Civil
Civil
Construction &
Construction &
Construction &
Construction &
Construction &
Construction &
Vehicles
Vehicles
Vehicles
Vehicles
Vehicles
Vehicles
Land Mortgaged Land Mortgaged Land Mortgaged Land Mortgaged Land Mortgaged Land Mortgaged
86,248,000
86,248,000
86,248,000
86,248,000
86,248,000
86,248,000
13.00%
13.00%
13.00%
13.00%
13.00%
13.00%
Personal
Personal
Personal
Personal
Personal
Personal
guarantee of
guarantee of
guarantee of
guarantee of
guarantee of
guarantee of
Directors
Directors
Directors
Directors
Directors
Directors
60 Installments 60 Installments 60 Installments 60 Installments 60 Installments
60 Installments
78,603,605
Jul-Dec’15
76,044,104
2014-15
Pubali Bank Ltd.
Retirement of
L/C documents
Assets & book
debts
10,150,000
15.50%
Personal
guarantee of
Directors
78 Installments
6,839,565
Pubali Bank Ltd.
Retirement of
L/C documents
Assets & book
debts
10,150,000
15.50%
Personal
guarantee of
Directors
78 Installments
6,558,343
Pubali Bank Ltd.
Retirement of
L/C documents
Assets & book
debts
10,150,000
15.50%
Personal
guarantee of
Directors
78 Installments
-
Jul-Dec’15
Pubali Bank Ltd.
Conversion
Assets & book
debts
25,400,000
15.00%
Personal
guarantee of
Directors
12 Installments
19,647,554
2014-15
Pubali Bank Ltd.
Conversion
Assets & book
debts
25,400,000
15.00%
Personal
guarantee of
Directors
12 Installments
20,526,921
2013-14
-
-
-
-
-
-
-
-
-
-
-
-
-
2010-11
-
-
-
-
2011-12
-
-
-
-
-
-
2010-11
-
2012-13
-
-
88,819,605
-
-
-
-
-
125
(iii) Statement of unsecured loans with terms &conditions;
Auditors’ Certificate regarding Statement of Unsecured Loans with Terms & Conditions
This is to certify that Amulet Pharmaceuticals Limited has not taken any unsecured loan from any
person/body/related party from 01 July, 2010 to 31 December, 2015.
Dated: Dhaka
21 April, 2016
(iv) Statement of inventories showing amount of rawmaterial, packing material, stock-in-process and finished
goods, consumable items, store & spares parts, inventory of trading goods etc.;
Auditors’ Certificate Statement of Inventories showing amount of Raw Material, Packing Material, Work-inProcess and Finished Goods, Consumable Items, Store & Spare Parts, Inventory of Trading Goods etc.
Particulars of
Inventory
Raw Materials
Packing Materials
Work-In-Process
Finished Goods
Store & Spares
parts
Total
31-12-2015
30-06-2015
15,685,768
12,565,114
107,128,492
17,393,645
6,390,421
50,265,723
196,864,049
30-06-2014
30-06-2013
30-06-2012
30-06-2011
9,533,368
3,970,796
1,951,685
-
96,020,605
18,567,341
4,563,464
38,795,673
51,451,480
7,904,523
3,095,722
23,567,879
170,512,197
95,552,972
13,901,762
5,841,785
2,078,412
19,035,298
44,828,053
17,145,788
2,576,894
2,689,564
14,592,302
38,956,233
7,056,354
1,074,623
3,256,720
5,578,318
16,966,015
Dated: Dhaka
21 April, 2016
(v) Statement of trade receivables showing receivablefrom related party and connected persons;
Auditors’ Certificate regarding Statement of Trade Receivables from Related Party
and Connected Persons
Particulars
General
From Related
Party
From Connected
Persons
Total
Amount in BDT
30.06.2014 30.06.2013
71,144,259 10,397,181
-
31.12.2015
140,906,384
-
30.06.2015
107,745,750
-
-
-
-
-
-
140,906,384
107,745,750
71,144,259
10,397,181
14,443,758
Dated: Dhaka
21 April, 2016
30.06.2012
14,443,758
-
30.06.2011
4,266,692
4,266,692
126
(vi) Statement of any loan given by the issuer includingloans to related party or connected persons with rate of
interest and interest realized/accrued;
Auditors’ Certificate regarding statement of long term and short term borrowings including
borrowing from related party or connected persons with rate of interest and interest paid/accrued
For the period from 01 July, 2015 to 31 December, 2015:
Name of the
Parties
Pubali Bank Ltd.
Pubali Bank Ltd.
Pubali Bank Ltd.
Sub Total
Pubali Bank Ltd.
Sub Total
Grand Total
Nature of
Relationship
Nature of
Borrowings
Lender
Short term
Lender
Lender
Lender
Long term
Long term
Long term
Balance as
on 31 Dec.,
2015
78,603,605
6,839,565
19,647,554
105,090,724
44,090,771
44,090,771
149,181,495
Interest
Rate
(%)
13.00%
15.50%
15.00%
15.50%
Interest
Paid
(BDT)
5,529,501
479,722
1,420,633
7,429,856
3,071,118
3,071,118
10,500,974
Interest
Accrued
(BDT)
-
Interest
Paid
(BDT)
14,677,576
787,613
2,036,921
17,502,110
6,179,875
6,179,875
23,681,985
Interest
Accrued
(BDT)
-
Interest
Paid
(BDT)
17,725,667
17,725,667
3,929,658
3,929,658
21,655,325
Interest
Accrued
(BDT)
-
For the year ended 30 June, 2015:
Name of the
Parties
Pubali Bank Ltd.
Pubali Bank Ltd.
Pubali Bank Ltd.
Sub Total
Pubali Bank Ltd.
Sub Total
Grand Total
Nature of
Relationship
Nature of
Borrowings
Lender
Short term
Lender
Lender
Lender
Long term
Long term
Long term
Balance as on
30June, 2015
76,044,104
6,558,343
20,526,921
103,129,368
41,492,853
41,492,853
144,622,221
Interest
Rate
(%)
13.00%
15.50%
15.00%
15.50%
Name of the
Parties
Pubali Bank Ltd.
Sub Total
Pubali Bank Ltd.
Sub Total
Grand Total
Nature of
Relationship
Nature of
Borrowings
Lender
Short term
Lender
Long term
Balance as on
30June, 2014
100,076,528
100,076,528
66,004,607
66,004,607
166,081,135
Interest
Rate
(%)
13.00%
15.50%
Name of the
Parties
Pubali Bank Ltd.
Sub Total
Pubali Bank Ltd.
Sub Total
Grand Total
Nature of
Relationship
Nature of
Borrowings
Balance as on
30June, 2013
Lender
Long term
Lender
Short term
114,794,861
114,794,861
30,976,329
30,976,329
145,771,190
Nature of
Borrowings
Balance as on
31 June, 2012
Interest
Rate
(%)
13.00%
15.50%
Interest
Paid
(BDT)
16,892,676
16,892,676
2,948,783
2,948,783
19,841,459
Interest
Accrued
(BDT)
-
Interest
Paid
(BDT)
6,447,979
Interest
Accrued
(BDT)
127
Name of the
Parties
Pubali Bank Ltd.
Nature of
Relationship
Lender
Long term
104,896,210
Interest
Rate
(%)
13.00%
Sub Total
Pubali Bank Ltd.
Sub Total
Grand Total
Lender
Short term
104,896,210
19,612,432
19,612,432
124,508,642
15.50%
6,447,979
1,279,805
1,279,805
7,727,784
-
Interest
Paid
(BDT)
-
Interest
Accrued
(BDT)
-
Name of the
Parties
Pubali Bank Ltd.
Sub Total
Pubali Bank Ltd.
Sub Total
Grand Total
Nature of
Relationship
Nature of
Borrowings
Lender
Long term
Lender
Short term
Balance as on
30June, 2011
88,819,605
88,819,605
88,819,605
Interest
Rate
(%)
13.00%
-
Dated: Dhaka
21 April, 2016
(vii) Statement of other income showing interest income,dividend income, discount received, other non operating
income;
Auditors’ Certificate regarding Statement of Other Income showing Interest, Dividend
Income, Discount Received, Other Non-operating Income
Particulars
Interest income
Dividend income
Discount received
Other
non-operating
income
Jul-Dec’15
92,435
-
2014-15
157,095
-
92,435
157,095
Total
Amount in BDT
2013-14
2012-13
-
2011-12
-
2010-11
-
-
-
-
Dated: Dhaka
21 April, 2016
(viii) Statement of turnover showing separately in cash andthrough banking channel;
Auditors’ Certificate regarding Statement of Turnover showing separately in Cash and
through Banking Channel
Particulars of
turnover
In cash
Through banking
channel
Total
Dated: Dhaka
21 April, 2016
Jul-Dec’15
2014-15
Amount in BDT
2013-14
2012-13
2011-12
179,963,439
351,712,766
233,720742
216,101,937
130,399,769
179,963,439
351,712,766
233,720742
216,101,937
130,399,769
2010-11
66,008,259
66,008,259
128
(ix) Statement of related party transaction;
Auditors’ Certificate regarding Statement of Related Party Transactions
Statement of related party transactions is as follows:
Related
Parties
Abu Zafar
Enayet Rasul
Syed Amirul
Islam
Total
Type of
Transaction
Remuneration
Jul-Dec’15
504,000
2014-15
984,000
Amount in BDT
2013-14
2012-13
931,000
-
Remuneration
451,000
878,000
814,400
955,000
1,862,000
1,745,000
2011-12
-
2010-11
-
600,000
540,000
480,000
600,000
540,000
480,000
Dated: Dhaka
21 April, 2016
(x) Reconciliation of business income shown in tax returnwith net income shown in audited financial statements;
Auditors’ Certificate regarding statement of business income shown in tax return with net
income shown in audited financial statements
Particulars
Jul-Dec’15
53,742,211
2014-15
93,527,975
Amount in BDT
2013-14
2012-13
53,458,450 28,215,964
2011-12
19,762,446
2010-11
12,484,720
Add.
Accounting 22,240,615
Depreciation
Less. Depreciation as 25,340,882
per tax Base
50,641,944
Add. Other income
92,435
43,670,622
29,413,773
23,375,468
19,828,996
16,618,470
60,714,592
33,904,304
21,417,296
24,581,914
21,131,178
76,484,005
157,095
48,967,919
-
30,174,136
-
15,009,528
-
7,972,012
-
76,641,100
48,967,919
30,174,136
15,009,528
7,972,012
Income Shown in
Audited
Financial
Statement
Income shown in tax
return
Dated: Dhaka
21 April, 2016
50,734,379
129
(xi) Confirmation that all receipts and payments of theissuer above Tk.5,00,000/- (five lac) were made through
banking channel;
Auditors’ Certificate regarding Confirmation that all Receipts and Payments of the Issuer
above Tk. 500,000/- (five lac) were made through Banking Channel
After due verification we confirm that all receipts and payments above Tk. 500,000/- (five
lac) were made through banking channel by Amulet Pharmaceuticals Ltd. for the period
from Auditors’ Certificate regarding statement of payment status of Tax,
VAT and other taxes/duties
Particulars
Jul-Dec’15
TAX
18,567,845
VAT
36,946,815
Other taxes/duties
N/A
01 July, 2010 to 31 December, 2015.
2014-15
33,375,955
67,319,442
N/A
Payment Status
2013-14
2012-13
19,065,732 11,065,732
51,514,547 36,835,908
N/A
N/A
2011-12
7,566,323
24,226,019
N/A
2010-11
4,769,823
11,809,745
N/A
Dated: Dhaka
21 April, 2016
(xii) Confirmation that Bank Statements of the issuer are in conformity with its books of accounts;
Auditors’ Certificate regarding Confirmation that Bank Statements of the Issuer are in
Conformity with its Books of Accounts
After due verification, we confirm that the bank statements of Amulet Pharmaceuticals Ltd. are in conformity
with its books of accounts for the period from 01 July, 2010 to 31 December, 2015.
Dated: Dhaka
21 April, 2016
(xiii) Statement of payment status of TAX, VAT and othertaxes/duties; and
Auditors’ Certificate regarding statement of payment status of Tax,
VAT and other taxes/duties
Particulars
TAX
VAT
Other taxes/duties
Dated: Dhaka
21 April, 2016
Jul-Dec’15
18,567,845
36,946,815
N/A
2014-15
33,375,955
67,319,442
N/A
Payment Status
2013-14
2012-13
19,065,732 11,065,732
51,514,547 36,835,908
N/A
N/A
2011-12
7,566,323
24,226,019
N/A
2010-11
4,769,823
11,809,745
N/A
130
CHAPTERXXVII:CREDIT RATING REPORT, IF APPLICABLE
Credit Rating Report is not applicable for this Issue
CHAPTERXXVIII:PUBLIC ISSUE APPLICATION PROCEDURE
1.
2.
3.
4.
5.
6.
7.
8.
9.
Step-1 (Applicant)
An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker/ Merchant Banker where the
th
applicant maintains customer account, within the cut-off date (i.e. The subscription closing date), which shall be the 25 (twenty
fifth) working day from the date of publication of abridged version of prospectus.
The application/instruction may be submitted in prescribed paper or electronic form, which shall contain the Customer ID, Name,
BO Account Number, Number of Securities applied for, Total Amount and Category of the Applicant. At the same time
a. Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application money and service charge
available in respective customer account maintained with the Stockbroker/Merchant Banker. No margin facility, advance or
deferred payment is permissible for this purpose. In case the application is made through a margin account, the application
money shall be deposited separately and the Stockbroker/Merchant Banker shall keep the amount segregated from the
margin account, which shall be refundable to the applicant, if become unsuccessful.
b.
c. Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank draft(s) issued in favor of the issuer for an
amount equivalent to the application money with their application to the concerned Stockbroker/Merchant Banker. The
draft(s) shall be issued by the Bank where the applicant maintains NITA/Foreign Currency account debiting the same
account. No banker shall issue more than two drafts from any NITA/Foreign Currency account for any public issue. At the
same time, the applicants shall make the service charge available in respective customer account maintained with the
Stockbroker/Merchant Banker.
Step-2 (Intermediary)
The Stockbroker/Merchant Banker shall maintain a separate bank account only for this purpose namely “Public Issue Application
Account”. The Stockbroker/Merchant Banker shall:
a. post the amount separately in the customer account (other than NRB and Foreign applicants), and upon availability of fund
block the amount equivalent to the application money;
b. accumulate all the application/instructions received up to the subscription closing date, deposit the amount in the “Public
Issue Application Account” maintained with its bank within the first banking hour of next working day of the subscription
closing date, instruct the banker to block the account for an amount equivalent to the aggregate application money and to
issue a certificate in this regard. In case of application submitted by the Stock-dealer or the Merchant Banker’s own
portfolio, the application amount should also be transferred to the “Public Issue Application Account”;
c. instruct the banker shall block the account for an amount equivalent to the aggregate application money and to issue a
certificate in this regard.
Banker of the Stockbroker/Merchant Banker shall block the account as requested for, issue a certificate confirming the same and
handover it to the respective Stockbroker/Merchant Banker.
For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stockbroker/Merchant Banker shall hold the bank drafts (FDD)
submitted by the applicants in their custody with a list containing the draft informing against the respective applicant's particulars.
The Stockbroker/Merchant Banker shall prepare category wise lists of the applicants containing Customer ID, Name, BO Account
Number and Number of Securities applied for, and within 03 (three) working days from the cut-off date, send it to the respective
Stock Exchange in electronic (text format with tilde '~' separator) format and the certificate(s) issued by its banker.
On the next working day, the stock exchanges shall provide the Issuer with the information received from the
Stockbroker/Merchant Bankers. Stock Exchanges shall verify and preserve the bankers ' certificates in their custody.
The application/buy instructions shall be preserved by the Stockbroker/Merchant Bankers up to 6 months from listing of the
securities with exchange.
Step-3 (Issuer)
The Issuer shall prepare consolidated list of the applications and send the applicants' BO lDs in electronic (text) format in a CDROM
to CDBL for verification. The Issuer shall post the consolidated list of applicants on its website. CDBL shall verify the BO lDs as to
whether the BO accounts of the applicants are active or not.
131
10.
11.
12.
13.
14.
15.
16.
On the next working day, CDBL shall provide the Issuer with an updated database of the applicants containing BO Account Number,
Name, Addresses, Parents' Name, Joint Account and Bank Account h1fommtion along with the verification report.
After receiving verification report and information from CDBL, the Issuer shall scrutinize the applications, prepare category wise
consolidated lists of valid and invalid applications and submit report of final status of subscription to the Commission and the stock
exchanges within 10 (ten) working days from the date of receiving information from the stock exchanges.
The Issuer and the issue manager shall conduct category wise lottery with the valid applications within 03 (three) working days
from the date of reporting to the Commission and the Stock Exchanges, if do not receive any observation from the Commission or
the Stock Exchanges.
The Issuer and issue manager shall arrange posting the lottery result on their websites within 06 (six) hours and on the websites of
the Commission and Stock Exchanges within 12 (twelve) hours of lottery.
Within 02 (two) working days of conducting lottery, the Issuer shall:
a. send category wise lists of the successful and unsuccessful applicants in electronic (text format with tilde '~' separator)
format to the respective Stock Exchange.
b. send category wise lists of unsuccessful applicants who are subject to penal provisions as per conditions of the Consent
Letter issued by the Commission in electronic (text fom1at with tilde '-' separator) .format to the respective Stock Exchange
mentioning the penalty amount against each applicant.
c. issue allotment letters in the names of successful applicants in electronic format with digital signatures and send those to
respective Stock Exchange in electronic form.
d. send consolidated allotment data (BO lD and number of securities) in electronic text format in a CD ROM to CDBL to credit
the allotted shares to the respective BO accounts.
Step-4 (Intermediary)
On the next working day, Stock Exchanges shall distribute the information and allotment letters to the Stockbroker/Merchant
Bankers concerned in electronic format and instruct them to:
a. remit the amount of successful (other than NRB and Foreign) applicants to the Issuer's respective Escrow account opened
for subscription purpose and unblock the amount of unsuccessful applicants;
b. send the bank drafts (FDD) submitted by successful NRB and Foreign applicants to the Stock Exchange and return the drafts
submitted by unsuccessful applicants;
c. send the penalty amount of other than NRB and Foreign applicants who are subject to penal provisions to the Issuer's
respective Escrow Accounts along with a list and unblock the balance application money;
d. send the drafts (FDD) submitted by unsuccessful NRB and Foreign applicants who are subject to penal provisions, to the
respective Stock Exchange, along with a list.
On the next working day of receiving the documents from the Stock Exchanges, the Stockbrokers/Merchant Bankers shall request
its banker to:
a.
release the amount blocked for unsuccessful (other than NRB and Foreign) applicants;
b. remit the aggregate amount of successful applicants mid the penalty amount of unsuccessful (other than NRB and foreign)
applicants who are subject to penal provisions to the respective 'Escrow' account of the Issuer opened for subscription
purpose.
17.
On the same day the Stockbrokers/Merchant Bankers shall:
18.
On the next working day of receiving request from the Stockbrokers/Merchant Bankers, their bankers shall unblock the amount
blocked in the account(s) and remit the amount as requested for to the Issuer's 'Escrow' account.
19.
20.
21.
a. send the drafts (FDD) submitted by successful NRB and Foreign applicm1ts to the Stock Exchange concerned and return the
drafts submitted by unsuccessful NRB and Foreign applicants;
b. send the drafts (FDD) submitted by unsuccessful NRB and Foreign applicants who are subject to penal provisions to the
respective Stock Exchange separately along with a list of the applicants.
Simultaneously, the Stockbrokers/ Merchant Bankers shall release the application money in the customer accounts; inform the
successful applicants about allotment of securities and the unsuccessful applicants about releasing their blocked amounts. The
unblocked amounts of unsuccessful applicants shall be placed as per their instructions. The Stockbroker/ Merchant Banker shall be
entitled to recover the withdrawal charges, if any, from the applicant who wm1ts to withdraw the application money, up to m1
amount of Tk. 5.00 (five) per withdrawal.
On the same day, Stock Exchanges shall send the drafts submitted by successful NRB and Foreign applicants and also by
unsuccessful NRB and Foreign applicants who are subject to penal provisions, to the Issuer.
In case of drafts (FDD) submitted by successful NRB or Foreign applicant for any amount excess to the value of securities to be
allotted or by unsuccessful NRB and Foreign applicants who are subject to penal provisions, refund of the balance amount shall be
made by the Issuer to the applicant through bm1k drafts issued in the same currency within 7 (seven) working days of receiving the
drafts from Stock Exchange.
132
22.
23.
24.
25.
26.
27.
28.
Miscellaneous:
The issuer and Issue Manager(s) shall jointly ensure compliance of the above.
The bank draft (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the date of publication of abridged
version of prospectus.
Amount deposited and blocked in the "Public Issue Application Account" shall not be withdrawn or transferred during the blocking
period. Amount deposited by the applicants shall not be used bythe Stockbrokers/Merchant Bankers for any purpose other than
public issue application.
The Issuer shall pay the costs related to data transmission, if claimed by the Stock Exchange concerned.
The Stockbrokers/Merchant Bankers shall be entitled to a service charge of 5.00 (taka five) only per application irrespective of the
amount or category. The service charge shall-be paid by the applicant at the time of submitting application.
The Stockbroker/Merchant Banker shall provide the Issuer with a statement of the remittance and drafts sent.
The Issuer shall accumulate the penalty amount recovered and send it to the Commission through a bank draft/payment order
issued in favor of the Bangladesh Securities and Exchange Commission.
LIST OF THE STOCKBROKERS / MERCHANT BANKERS TO RECEIVE IPO APPLICATION
Name of TREC
Holder Companies
A.B Ispahani Securities Ltd.
S & H Equities Limited
Shyamol Equity Management Limited
Phoenix Securities Limited
Harun Securities Ltd.
A. K. Khan Securities Ltd.
Apex Investments Limited
Crest Securities Ltd.
International Leasing Securities Limited
Khwaja Equity Services Limited
BRAC EPL stock brokerage ltd.
Pasha Capital Ltd.
MAH Securities Limited
DMR Securities Services Ltd.
ACE Capital Management Service Ltd.
Adil Securities Ltd.
Greenland Equities Ltd.
Azam Securities Limited
BDBL Securities Ltd.
Royal Capital Ltd.
A. R Chowdhury Securities Ltd.
Ershad Securities Limited
Vision Capital Management Ltd.
Arena Securities Ltd.
EBL Securities Limited
SAR Securities Ltd.
Sadeque Finance Management Ltd.
Kazi Firoz Rashid Securities Limited
B. D Finance Securities Ltd.
ETBL Securities & Exchange Ltd.
Bulbul Securities Ltd.
Ibrahim Securities Limited
B & B Enterprise Limited
Rashid Investment Services Limited
Daulatunnessa Equities Limited
Quayum Securities Limited
Haji Ahmad Brothers Securities Ltd.
Rapid Securities Limited
AB & Company Limited
M-Securities Ltd.
Federal Securities And Investment Limited
SAHCO Securities Limited
Khurshid Securities Ltd.
Aries Securities Ltd.
Al-Muntaha Trading Co. Ltd
Imtiyaz Husain Securities Limited
S. B. Securities Limited
M. Zubair Securities Limited
Mian Abdur Rashid Securities Ltd.
UGC Securities Limited
Alpha Equities Ltd.
Hasan Securities Ltd.
IDLC Securities Ltd.
Name of TREC
Holder Companies
Alpha Securities Ltd.
ISPI Securities Limited
Meenhar Securities Limited
South Asia Securities Limited
Island Securities Ltd.
Chittagong Capital Ltd.
British Bengal Securities Ltd.
Saya Securities Ltd.
First Capital Securities Limited.
BREC EPL Stock Brokerage Ltd.
Stock & Security Linkway Ltd.
UCB Capital Management Ltd.
Adams Securities Limited
North West Securities Ltd.
EBL Securities Ltd.
Salta Capital Limited
Azim Securities Ltd.
Uttara Exchange And Securities Limited
Sylhet Metro City Securities Ltd.
Be Rich Limited
TREC
No.
1
2
3
4
5
6
7
8
9
10
11
12
13
14
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
37
38
41
42
43
44
45
46
47
48
49
50
51
52
53
54
56
57
58
TREC
No.
1
2
3
4
5
6
8
10
11
13
14
15
16
19
21
22
23
24
25
27
Name of TREC
Holder Companies
Green Delta Securities Ltd.
Global Securities Ltd.
NCCB Securities & Financial Services Ltd.
Reliance Brokerage Services Ltd.
Shahjahan Securities Limited
ASENZ Securities Ltd.
E- Securities Ltd.
Sinha Securities Limited
Popular Equities Ltd.
Mohammad Talha & Co Ltd.
First Capital Securities Ltd.
SBC Securities & Investment Ltd.
H R Securities & Investments Limited
HAC Securities Limited
Multi Securities & Services Limited
Square Securities Management Ltd.
R. N. Trading Limited
PFI Securities Limited
Tamha Securities Ltd.
Desa Securities Ltd.
MAM Securities Ltd
Farida Raquib Securities Ltd.
Asia Securities Ltd.
Uniroyal Securities Ltd.
Md. Fakhrul Islam Securities Ltd.
Md. Sahidullah Securities Limited
Alhaj Securities & Stocks Limited
SIBL Securities Ltd.
Salta Capital Limited
Jamal Ahmed Securities Ltd.
Dhanmondi Securities Ltd.
Country Stock (Bangladesh)
ARC Securities Ltd.
Dayton Holding Ltd.
Howlader Equity Services Limited
Prime Islami Securities Ltd.
Ali Securities Co. Limited
Island Securities Ltd.
Islami Bank Securities Limited
Remons Investment & Securities Ltd.
Unique Share Management Ltd.
Ettihad Securities Ltd.
Surma Securities Holding Co. Ltd.
Nouvelle Securities Ltd.
CMSL Securities Limited
Ahmed Iqbal Hasan Securities Ltd.
Nabiul Karim Securities Limited
Murshed Securities Limited
A N F Management Company Limited
Saad Securities Ltd.
Dragon Securities Ltd
Sheltech Brokerage Limited
SCL Securities Limited
Name of TREC
Holder Companies
S.R.Capital Ltd.
Base Capital Ltd.
Remons Investment & Securities Ltd.
United Financial Trading Company Ltd.
3A & Company Ltd.
ZATL Securities Ltd.
Hefazatur Rahman & Co. Ltd.
Kishwar Securities Investment Ltd.
Impel Shares & Securities Ltd.
Mirpur Securities Limited
E-Securities Limited
Royal Capital Limited
Prime Financial Consultants & Equities Limited
Kabir Securities Limited
Eastern Shares & Securities Ltd.
Reliance Securities Consultant Ltd.
Chittagong Shares and Securities Ltd.
CMSL Securities Limited
Prudential Capital Ltd.
Associated Capital Securities Ltd.
DSE STOCKBROKERS
TREC
No.
59
60
61
62
64
65
66
67
68
69
70
71
72
74
75
76
78
79
81
85
86
87
88
89
90
91
93
94
95
97
98
99
100
101
102
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
Name of TREC
Holder Companies
K-Securities and Consultants Ltd.
Shahed Securities Ltd
Rose Securities Ltd.
Dynamic Securities Consultants Ltd.
R N I Securities Ltd.
ICB Securities Trading Company Limited
Thea Securities Ltd.
Harpoon Securities Ltd.
LankaBangla Securities Ltd.
DSFM Securities Ltd.
Moshihor Securities Ltd.
Kazi Equities Ltd.
Securities Broking & Management Services Ltd.
Alliance Securities & Management Ltd.
Al-Haja Jahanara Securities Ltd.
Aloco Securities Ltd.
Hedayetaullah Securities Ltd.
Midway Securities Ltd.
K.H.B. Securities Ltd.
City Brokerage Limited
Cosmopolitan Traders (Pvt.) Ltd.
Joytun Securities Intl. Ltd.
Shakil Rizvi Stock Ltd.
Bali Securities Ltd.
Indicate Securities Consultants Ltd.
EMES Securities Ltd.
Standard Bank Securities Ltd.
Gateway Equity Resources Ltd.
Investment Promotion Services Limited
Peace Securities Ltd.
Anwar Securities Ltd.
Trustee Securities Ltd.
SES Company Limited (Unicap Securities Ltd.)
Mona Finan. Consultancy & Sec. Ltd.
Haji Mohammad Ali Securities Ltd.
Times Securities Ltd.
Subvalley Securities Ltd.
Merchant Securites Limited
Shah Mohammad Sagir & Co. Ltd.
Tobarrak Securities Ltd.
Hazrat Amanat Shah Securities Ltd.
T. A. Khan Securities Co. Ltd.
BLI Securities Limited
Peoples Equities Ltd.
Anchor Securities Ltd.
JKC Securities Ltd.
Commerce Bank Securities and Investment Ltd.
UCB Capital Management Limited
Nur-E-Alam Siddique & Company Ltd.
C-Maart Securities Limited
Razzak Securities Ltd.
Delta Capital Limited
G M F Securities Ltd.
CSE STOCKBROKERS
TREC
No.
38
40
42
43
44
45
46
47
49
50
52
53
55
56
58
59
60
61
62
63
Name of TREC
Holder Companies
Century Securities Ltd.
International Leasing Securities Limited
DBL Securities Limited
UniCap Securities Ltd.
Abacus Securities Ltd.
Skys Securities Limited
Galaxy Capital Ltd.
A M Securities and Financial Services Ltd.
Purabi Securities Ltd.
Reliance Brokerage Services Ltd.
D. N. Securities Ltd.
LankaBangla Securities limited
Square Securities Management Ltd.
Holy City Securities Ltd.
Inter Continental Securities Ltd.
PFI Securities Limited
International Securities Co. Ltd.
Multi Securities & Services Limited
EIC Securities Ltd.
Ten Stars (Pvt) Ltd.
TREC
No.
122
123
125
126
128
129
130
131
132
133
134
135
136
137
138
139
140
142
143
145
146
148
149
153
154
155
156
157
158
159
160
162
163
164
165
166
168
169
171
172
173
174
175
176
177
179
180
181
182
183
184
TREC
No.
79
80
81
82
83
84
85
86
87
88
89
91
92
93
94
95
96
97
98
100
Name of TREC
Holder Companies
TREC
No.
Habibur Rahman Securities Ltd.
Globe Securities Limited
Salam & Company Limited
Eminent Securities Ltd.
IFIC Securities Ltd.
DBL Securities Limited
Parkway Securities Ltd.
Jahan Securities Ltd.
M&Z Securities Ltd.
MTB Securities Ltd.
Coast To Coast Securities Ltd.
Stock & Bond Limited
Total Communication Ltd.
AB Securities Ltd.
Prilink Securities Ltd.
NBL Securities Ltd.
Synthia Securities Ltd.
Modern Equity Limited
United Enterprises & Co. Ltd.
Oshadhi Securities Ltd.
Mondol Securities Ltd.
Wifang Securities Ltd.
AD Holdings Limited
Pubali Bank Securities Ltd.
Mika Securities Ltd.
Sharp Securities Limited
Rasti Securities Consultant Ltd.
BRB Securities Limited
A. L. Securities Ltd.
Mercantile Bank Securities Limited
Shohrab Securities & Trade Ltd.
FAREAST Stocks & Bonds Ltd.
United Financial Trading Co. Ltd.
Modern Securities Ltd.
Expo Traders Ltd.
Akij Securities Ltd.
Popular Life Insurance Company Ltd.
Shahjalal Islami Bank Securities Ltd.
AIBL Capital Market Services Ltd.
PHP Stock & Securities Ltd.
Premier Bank Securities Ltd.
Bank Asia Securities Limited
IIDFC Securities Limited
Dhaka Securities Ltd.
A N W Securities Ltd.
One Securities Ltd.
Trust Bank Securities Ltd.
DLIC Securities Ltd.
NLI Securities Ltd.
BD Sunlife Securities Ltd.
Sterling Stocks & Securities Ltd
187
189
190
191
192
193
194
195
196
197
198
199
200
201
202
203
204
206
207
208
209
210
213
214
215
216
217
220
222
224
225
226
227
229
230
231
232
233
234
235
236
237
238
239
240
241
242
243
244
248
249
Name of TREC
Holder Companies
TREC
No.
Hassan Shares & Securities Ltd.
Vantange Securities Ltd.
Megacity Securities Ltd.
Hallmark Securities Ltd.
IDLC Securities Ltd.
Western Securities Investment Management Ltd.
First Lead Securities Ltd.
Far East Shares & Securities Ltd.
S. N. Securities Ltd.
Amin Securities & Consultants Ltd.
Muntaha Shares & Capital Ltd.
Green Delta Securities Ltd.
Phoenix Securities Limited
NCCB Securities and Financial Services Ltd.
City Brokerage Ltd.
Shahjalal Islami Bank Securities Limited
Popular Life Insurance Company Ltd.
Premier Leasing Securities Ltd.
Fareast Stocks & Bonds Limited.
AIBL Capital Market Services Ltd.
133
114
115
116
117
119
120
122
123
125
128
129
130
131
132
133
134
135
136
138
139
RAK Capital Ltd.
Nizam’s Shares & Securities Ltd.
PHP Stocks & Securities Ltd.
A.A Securities Ltd.
Sylnet Securities Ltd.
Pioneer Shares & Securities Ltd.
Vanguard Shares & Securities Ltd.
Hillcity Securities Ltd.
Name of the
Merchant Banker
AAA Finance & Investment Limited
AB Investment Limited
AFC Capital Ltd.
AIBL Capital Management Ltd.
Alpha Capital Management Ltd.
BD Finance Capital Holdings Ltd.
BLI Capital Limited
BRAC EPL Investments Limited
City Bank Capital Resources Ltd.
EBL Investments Ltd.
EC Securities Limited
28
29
31
32
33
34
36
37
Platinum Securities Limited
Finvest Services Ltd.
Super Shares & Securities Ltd.
T.K. Shares & Securities Ltd.
Ahmed Securities Services Ltd.
Chowdhury Securities Ltd.
Raja Securities Ltd.
Sohel Securities Ltd.
Name of the
Merchant Banker
64
66
67
69
70
73
74
76
Mona Financial Consultancy and Securities Ltd.
Pubali Bank Securities Ltd.
NC Securities Limited
Moharam Securities Ltd.
Sanmar Capital Management Ltd.
Starport Securities Ltd.
Lotus Shares & Securities Ltd.
Cordial Securities Limited
MERCHANT BANKERS
EXIM Islami Investment Ltd.
FAS Capital Management Ltd.
First Securities Services Ltd.
First Security Islami Capital & Investment Ltd.
Grameen Capital Management Ltd.
Green Delta Capital Ltd.
ICB Capital Management Ltd.
IDLC Investments Ltd.
IIDFC Capital Ltd.
IL Capital Ltd.
Imperial Capital Limited
Jamuna Bank Capital Management Ltd.
Name of the
Merchant Banker
LankaBangla Investments Ltd.
MTB Capital Ltd.
PLFS Investments Ltd.
Prime Bank Investment Ltd.
Prime Finance Capital Management Ltd.
Rupali Investment Ltd.
SBL Capital Management Ltd.
Sonali Investment Ltd.
Swadesh Investment Management Ltd.
Trust Bank Investment Limited
103
105
107
108
109
SIBL Securities Limited
Prime Islami Securities Ltd
Islami Bank Securities Ltd.
Jamuna Bank Securities Ltd.
ONE Securities Limited
142
145
146
147
148
Name of the
Merchant Banker
UniCap Investments Limited
Uttara Finance and Investment Ltd.
Agrani Equity & Investment Ltd.
Betaone Investments Limited
CAPM Advisory Limited
GSP Investments Limited
RACE Portfolio & Issue Management Ltd.
Royal Green Capital Market Limited
** All eligible Stock Brokers and Merchant Bankers shall receive the IPO Subscription.
134
ÔÔ‡kqvi evRv‡i wewb‡qvM SzwKc~Y©| †R‡b I ey‡S wewb‡qvM KiæbÕÕ
AMULET PHARMACEUTICALS LTD.
APPLICATION FOR PUBLIC ISSUE
Date
:
Name of applicant
:
Client Code
:
BO ID No.
:
Category of applicant
:
Name of the Company
:
Number of Shares
:
Total amount in Tk.
:
Amount in word
:
Applicants
……………………..Shares of Tk. ……………………… each
Authorized Officer
135
CHAPTERXXIX:MANAGEMENT DISCLOSURES
CONSENT OF DIRECTORS TO SERVE AS DIRECTORS
We hereby agree that we have been serving as Directors of Amulet Pharmaceuticals Ltd. and will continue to act as
Directors of the Company.
Chairman
Director & CEO
Sd/Abdul Mannan
Director
Sd/M. A. Bari
Director
Director
STATEMENT REGARDING COST AUDIT
This is to certify that, as per provision of the Companies Act, 1994, Cost Audit by Professional Accountant is not
applicable for “Amulet Pharmaceuticals Limited”.
Sd/Kazi Mahmudul Hasn
Sd/(Nasrin Sultana)
Sd/(Mohammad Hamdul Islam)
136

Draft Prospectus of Amulet Pharmaceuticals Ltd.

Transcription

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