-+´,I\RXKDYHDQ\TXHU\DERXWWKLVGRFXPHQW\RXPD\FRQVXOWLVVXHULVVXHPDQDJHUDQGXQGHUZULWHUVµ PROSPECTUS OF SHAHJIBAZAR POWER CO. LTD. PUBLIC OFFER OF 12,680,000 ORDINARY SHARES OF TK. 10.00 EACH AT AN ISSUE PRICE OF TK. 25.00 EACH INCLUDING A PREMIUM OF TK. 15.00 PER SHARE TOTALING TK. 317,000,000.00 Opening date for subscription: April 06, 2014 Closing date for subscription: April 10, 2014 For Non-Resident Bangladeshi quota, subscription closes on: April 19, 2014 CREDIT RATING STATUS Rating Entity Rating Date of Rating Validity Rating Assigned By Long Term AA2 Short Term ST-2 January 29, 2014 The Long Term Ratings are Valid up to January 28, 2015 Credit Rating Agency of Bangladesh Limited. (CRAB) UNDERWRITERS Trust Bank Investment Limited Peoples Insurance Bhaban, 36, Dilkusha C/A, Dhaka Continental Insurance Limited 102, Shahid Tajuuddin Ahmed Sarani, Tejgaon, Dhaka Southeast Bank Capital Services Ltd. Eunoos Trade Center, 52-53, Dilkusha C/A, Dhaka Bay Leasing & Investment Limited 5, Rajuk Avenue, Dhaka Swadesh Investment Management Limited Unique Trade Centre, 8, Panthapath, Dhaka Prime Finance Capital Management Limited 63, Dilkusha C/A (3rd floor), Dhaka MTB Capital Limited 68, Dikusha (6th Floor) C/A, Dhaka BMSL Investment Limited Shareef Mansion, 56-57, Motijheel C/A, Dhaka First Security Islami Capital & Investment Limited Alamin Centre (12th Floor), 25/A, Dilkusha C/A, Dhaka 7KHLVVXHVKDOOEHSODFHGLQ´1µFDWHJRU\ Issue date of the Prospectus: February 18, 2014 MANAGER TO THE ISSUE Amin Court, 4th Floor (Suite # 403-405) 31, Bir Uttam Shahid Ashfaqus Samad Road (Previous 62-63, Motijheel C/A) Dhaka-1000 Phone: +88029559602, +88029567726, Fax: +88029558330 Web-site: www.aaafinancebd.com E-mail:
[email protected] SHAHJIBAZAR POWER CO. LTD. Head Office: Youth Tower, 822/2, Rokeya Sarani, Dhaka-1216, Bangladesh Tel: 88-02-8052343, Fax: 88-02-8052351 E-mail:
[email protected], Web: www.youthbd.com Plant: Fatepur, Shahjibazar, Madhobpur, Hobigonj, Bangladesh ³CONSENT 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, 2006. 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/CHIEF FINANCIAL OFFICER, ISSUE MANAGER, UNDERWRITER AND/OR AUDITOR´ I AVAILABILITY OF PROSPECTUS Prospectus of the Company may be available at the following addresses: Telephone Fax 02-8052343 02-8052351 Khwaja Arif Ahmed 9559602 9567726 02-9558330 Trust Bank Investment Limited A.M. Ashfaque Bari Nahid 9570261 Ext-142 02-9552725 Continental Insurance Limited Md. Motaher Hossain 01713370171 02-9147187 Southeast Bank Capital Services Ltd. Md. Alamgir Hossain 9571115 Ext-186 02-7174274 9565026 02-9565027 01713400500 02-8158344 9563883 02-9563692 7170138-9 7162943 02-9555645 9567002 02-7123820 9555077 02-9515917 DSE Library 9564601-7 9666944-8 02-9564727 CSE Library 714632-3 720871-3 031-714101 Company: Name & Address Contact Person Shahjibazar Power Co. Ltd. Feroz Alam Youth Tower, 822/2, Rokeya Sarani, Dhaka-1216, Bangladesh Managing Director Issue Manager: AAA Finance & Investment Limited Amin Court, 4th Floor (Suite # 403-405) 31, Bir Uttam Shahid Ashfaqus Samad Road (Previous 62-63, Motijheel C/A) Dhaka-1000 Managing Director & CEO Underwriters: Peoples Insurance Bhaban, 36, Dilkusha C/A, Dhaka AVP 102, Shahid Tajuuddin Ahmed Sarani, Tejgaon, Dhaka AVP (Investment) Eunoos Trade Center, 52-53, Dilkusha C/A, Dhaka AVP Bay Leasing & Investment Limited Mohammed Mofizul Islam 5, Rajuk Avenue, Dhaka SAVP Swadesh Investment Management Limited Mamun Ahmed Prime Finance Capital Management Limited M. Mosharraf Hossain PhD, FCA Unique Trade Centre, 8, Panthapath, Dhaka Managing Director 63, Dilkusha C/A (3rd Floor), Dhaka Managing Director & CEO Khairul Bashar Abu Taher Mohammed MTB Capital Limited 68 Dikusha (6th Floor) C/A, Dhaka SVP & CEO BMSL Investment Limited Md. Golam Sarwar Bhuiyan Shareef Mansion, 56-57, Motijheel C/A, Dhaka Managing Director First Security Islami Capital & Investment Limited M. Anwar Husain Alamin Centre (12th Floor), 25/A Dilkusha C/A, Dhaka Chief Executive Officer Stock Exchanges: Dhaka Stock Exchange Limited (DSE) 9/F, Motijheel C/A, Dhaka-1000 Chittagong Stock Exchange Limited (CSE) CSE Building, 1080, Sk. Mujib Road, Agrabad C/A, Chittagong Prospectus is also available on the web sites www.youthbd.com, www. aaafinancebd.com, www.secbd.org, www.dsebd.org, www.csebd.com and public reference room of the BSEC for reading and study. NAME AND ADDRESS OF THE AUDITOR Howladar Yunus & Co. Chartered Accountants Gulshan Office :House-14(4th floor), Road-16A, Gulshan-1, Dhaka-1212, Bangladesh Tel: +88 (0)2 9883863, Fax: +88 (0)2 9552989 Email: hyc@ howladaryunus.com, Web: www.howladaryunus.com II TABLE OF CONTENTS Particulars Page No. Disclosure in Respect of Issuance of Security in Demat Form 01 Conditions under 2CC of The Securities and Exchange Ordinance, 1969 01 Declaration about the Responsibility of Directors, including CEO of the Company in Respect of the Prospectus 04 Due Diligence Certificate of Manager to the Issue 05 Risk Factors and Management Perception about the Risks 07 Use of Proceeds & Implementation Schedule of IPO Fund 11 Description of Business 11 Description of Property 13 Plan of Operation and Discussion of Financial Condition 15 Directors and Officers 18 Short Bio-Data of the Directors 19 Involvement of Directors and Officers in Certain Legal Proceedings 20 Certain Relationship and Related Transactions 20 Executive Compensation 21 Option Granted to Officers, Directors and Employees 21 Transactions with the Directors and Subscribers to the Memorandum 21 $XGLWRU¶V&HUWLILFate Regarding Net Tangible Assets Value Per Share 22 2ZQHUVKLSRIWKH&RPSDQ\¶V6HFXULWLHV 22 Determination of Offering Price 24 Market for the Securities Being Offered 25 Description of Securities Outstanding or Being Offered 25 Debt Securities 26 Financial Structure 26 Lock-in-Provision of Shares 26 Availability of Securities 27 Application for Subscription 28 Miscellaneous Information 30 Auditors Reports & Financial Statement for the Year Ended June 30, 2013 31 Auditors Reports & Financial Statement of the Petromax Refinery Ltd. (Subsidiary of SPCL) for the Year Ended June 30, 2013 51 Additional Disclosure by the Auditor 62 Auditors Reports in Pursuance of Section 135(1) and Paragraph 24(1) of Part-II of Third Schedule of the Companies Act,1994 75 Ratio Analysis 79 Additional Disclosure by the Management 81 5HTXLUHG,QIRUPDWLRQDVSHU6(&¶61RWLILFDWLRQ1R6(&&055&'$'0,1 Dated October 05, 2011 82 Credit Rating Report 83 Application Form for other than Non-Resident Bangladeshi(s) 91 %DQNHUV¶WRWKH,VVXH 93 Application Form for Non-Resident Bangladeshi(s) 94 Application Form for Affected Small Investors 96 III Shareholders Application Money Shahjibazar Power Co. Market of the Securities Standard Cubic Meter Short Notice Deposit Account Shahjibazar Power Co.DEFINITION AND ELABORATION OF THE ABBREVIATED WORDS AND TECHNICAL TERMS USED IN THE PROSPECTUS Acronym AAA Allotment BB BO A/C BPC BSEC CDBL Certificate Commission Companies Act CRAB CSE DSE EPS FC Account FI GOB HPSM IPO Issue Issuer NAV NBR NRB Offering Price PPA Registered Office RJSC SBP SC Securities Share Market SM³ SND SPCL Sponsors Stockholders Subscription The Company Elaboration : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : : AAA Finance & Investment Limited Letter of Allotment for Shares Bangladesh Bank Beneficial Owner Account or Depository Account Bangladesh Petroleum Corporation Bangladesh Securities and Exchange Commission Central Depository Bangladesh Ltd. Ltd. Share Certificate Bangladesh Securities and Exchange Commission Companies Act. Net Asset Value of the Company National Board of Revenue Non Resident Bangladeshi Price of the Securities of Shahjibazar Power Co. IV . Ltd. No. being Offered Power Purchase Agreement Head Office of the Company Registrar of Joint Stock Companies & Firms Special Boiling Point (Solvent) Share Certificate Shares of Shahjibazar Power Co. Chittagong Stock Exchange Limited Dhaka Stock Exchange Limited Earnings Per Share Foreign Currency Account Financial Institution 7KH*RYHUQPHQWRI3HRSOH¶V5HSXEOLFRI%DQJODGHsh Hire Purchase Shirkatul Melk Initial Public Offering Public Issue Shahjibazar Power Co. Ltd. 1994 (Act. The Sponsor Shareholders of Shahjibazar Power Co. Ltd. Ltd. Ltd. XVIII of 1994) Credit Rating Agency of Bangladesh Ltd. A non-resident Bangladeshi shall apply either directly by enclosing a foreign demand draft drawn on a bank payable at Dhaka. any allotment in terms of this Prospectus shall be void and the Company shall refund the subscription money within 15 (Fifteen) days from the date of refusal for listing by the Stock Exchanges. A compliance report shall be submitted in this respect to the BSEC jointly by the Issuer and the Issue Manager within 2 (Two) working days from the date of said dispatch of the Prospectus and the Forms.DISCLOSURE IN RESPECT OF ISSUANCE OF SECURITY IN DEMAT FORM ³$VSHUSURYLVLRQVRIWKH'HSRVLWRU\$FW DQGUHJXODWLRQV made there under.00 (Thirty One Crore Seventy Lac) following the Securities and Exchange Commission (Public Issue) Rules. The Issuer Company shall apply to all the Stock Exchanges in Bangladesh for listing within 7 (Seven) working days from the date of issuance of this letter and shall simultaneously submit the vetted prospectus with all exhibits. or through a nominee by paying out of foreign currency deposit account maintained in Bangladesh or in Taka. in addition to the Issuer Company.000 ordinary shares of Tk. splitting or conversion will take place in the CDBL system and any further issuance of shares (including rights/bonus) will also be issued in dematerialized IRUPRQO\´ CONDITIONS UNDER 2CC OF THE SECURITIES AND EXCHANGE ORDINANCE. with interest at the rate of 2% (Two Percent) per month above the bank rate. if for any reason. and close these accounts after refund of over-subscription money. to the Bangladesh Embassies and Missions abroad and shall also ensure sending of the printed copies of abridged version of the Prospectus and application forms to the said Embassies and Missions within 5 (Five) working days of the publication date by Express Mail Service (EMS) of the postal department. the Depository Act. The company shall open the above-mentioned accounts for IPO purpose. as approved by the Commission.00 each including a premium of Tk. the Stock Exchanges DQGWKH. The following declaration shall be made by the Company in the Prospectus. supported by foreign currency encashment certificate issued by the concerned bank. and shall incorporate full particulars of said FC account(s) in the Prospectus. shall ensure due compliance of the above mentioned conditions and shall submit compliance report thereon to the Commission within 7 (Seven) days of expiry of the aforesaid fifteen days time SHULRGDOORZHGIRUUHIXQGRIWKHVXEVFULSWLRQPRQH\´ The subscription list shall be opened and the sale of securities commenced after 25 (Twenty Five) days of the publication of the abridged version of the Prospectus and shall remain open for 5 (Five) consecutive banking days. in connection with such sale until 25 (twenty five) days after the prospectus has been published. if they so desire. simultaneously with publication of the abridged version of the prospectus. in addition to the Issuer Company.VVXHU¶Vwebsite and shall also put on the websites of the Commission. 02 The abridged version of the prospectus. and that copies of prospectus may be obtained from the Issuer and the Issue Manager. as the case may be. grants listing within 75 (Seventy Five) days from the closure of subscription. all transfer/transmission.680. 1969 PART-A 01 The Company shall go for Initial Public Offering (IPO) for 12. The issuer shall post the full prospectus. has signed an agreement with the Central Depository Bangladesh Ltd. if applicable. the Directors of the company. where applicable. shall be collectively and severally liable for refund of the subscription money.00 each at an issue price of Tk. nor shall any money be taken from any person. In case of non-refund of the subscription money within the aforesaid 15 (Fifteen) days.VVXH0DQDJHUDGLVNHWWHFRQWDLQLQJWKHWH[WRIWKHYHWWHGSURVSHFWXVLQ³06-:RUG´IRUPDW 03 Sufficient copies of prospectus shall be made available by the Issuer so that any person requesting a copy may receive one. Ltd. shall be submitted to the Commission within 24 hours of the publication thereof. to the Stock Exchanges.10. (CDBL). Non-Resident Bangladeshi (NRB) means Bangladeshi citizens staying abroad including all those who have dual citizenship (provided they have a valid Bangladeshi passport) or those.00 per share totaling Tk. within 5 (Five) working days of issuance of the consent letter. share of the Company will be issued in dematerialized form only and for this purpose the Shahjibazar Power Co. 2 above. in the . Applications received by the company after the above time period will not be considered for allotment purpose.15. 1999 and regulations made there under. shall be published by the issuer in 4 (Four) national daily newspapers (two in Bangla and two in English). 04 05 06 07 08 The Company shall submit 40 (Forty) copies of the printed prospectus to the Bangladesh Securities and Exchange Commission for official record within 5 (Five) working days from the date of publication of the abridged version of the prospectus in the newspaper. abridged version of the prospectus and relevant application forms for NRBs through email. within 5 (Five) working days from the date of issuance of this letter and shall remain posted till the closure of the subscription list. The paper clipping of the published abridged version of the Prospectus. for allotment of shares. 1 . which shall be mentioned in the Prospectus. UK Pound Sterling and Euro of Sonali Bank Ltd. 2006. to the subscribers concerned. The Issue Manager. whose foreign passport bear a stamp from the concerned Bangladesh Embassy to the effect that no visa is required for travelling to Bangladesh. as prevailed on the date of opening of the subscription for the purpose of application of the NRBs and other non-Bangladeshi persons. as submitted to BSEC. The subscription application shall indicate in bold type that no sale of securities shall be made.000. The Issuer shall submit to BSEC. Therefore. informing that interested persons are entitled to a prospectus. vetted by the Bangladesh Securities and Exchange Commission. as mentioned at condition no. The Company shall maintain separate bank account(s) for collecting proceeds of the Initial Public Offering and shall also open Foreign Currency (FC) account(s) to deposit the application money of the Non Resident Bangladeshis (NRBs) for IPO purpose. for the value of securities applied for through crossed bank cheque markLQJ ³$FFRXQW 3D\HH RQO\´ 7KH 15% DSSOLFDQWV VKDOO VHQG DSSOLFDWLRQV WR WKH LVVXHU FRPSDQ\ ZLWKLQ WKH closing date of the subscription so as to reach the same to the company by the closing date plus 9 (Nine) days.25. A notice shall be placed on the front of the application form distributed in connection with the offering. The Company shall apply the spot buying rate (TT clean) in US Dollar. The Issuer Company and the Issue Manager shall ensure transmission of the prospectus. namely: - Declaration about Listing of Shares with the Stock Exchange(s): 09 10 11 12 13 None of the Stock Exchange(s). or from the date of expiry of the said 75 (Seventy Five) days. The Company and the Issue Manager shall ensure prompt collection/clearance of the foreign remittances of NRBs and other non-Bangladeshi(s).317.000. and the Issue Manager. Stock Exchanges. irrespective of the application money. Amount of commission paid to the bankers to the issue. The IPO shall stand cancelled and the application money shall be refunded immediately (but not later than 5 (Five) weeks from the date of the subscription closure). refund to the unsuccessful applicants shall be made in the currency in which the value RIVHFXULWLHVZDVSDLGIRUE\WKHDSSOLFDQWVZLWKRXWDQ\LQWHUHVWWKURXJKGLUHFWGHSRVLWWRWKHDSSOLFDQW¶VEDQNDFFRXQW DVIDUDVSRVVLEOH$FFRXQW3D\HH&KHTXHUHIXQGZDUUDQWVZLWKEDQNDFFRXQWQXPEHUEDQN¶VQDPHDQGEUDQFKDVLQGLFDWHGLQ the securities application forms payable at Dhaka/Chittagong/Khulna/Rajshahi/Barisal/Sylhet/ Bogra. their applications will not be considered for lottery and the Commission will forfeit 15% of their subscription money too. the unsubscribed portion of securities shall be taken up by the underwriter(s) (subject to Para -16 above). In case an applicant makes more than two applications.(Taka Five Thousand Only). An applicant cannot submit more than two applications. Amount received from the subscription. then lottery shall be held amongst the applicants allocating one identification number for each application. the unsubscribed portion shall be added to the general public category and. in respect of the following matters. All the applicants shall first be treated as applied for one minimum market lot of 200 shares worth Taka 5000/. if after such addition. 20% of total public offering shall be reserved for 10% of total public offering shall be reserved for non-resident Bangladeshi (NRB) and 10% for mutual funds and collective investment schemes registered with the Commission. and the remaining 60% shall be open for subscription by the general public. there is over subscription in the general public category. if there be any. The Company shall issue share allotment letters to all successful applicants within 5 (Five) weeks from the date of the subscription closing. branch-wise subscription statement. 15% (fifteen) of the application money will be forfeited by the Commission and the balance amount will be refunded to the applicant. In the event of under-subscription of the public offering. namely: a. In case of undersubscription under any of the 20% and 10% categories mentioned above. In addition. b. Refund money of the unsuccessful applicants shall be credited directly to their respective bank accounts. The list of valid and invalid applicants shall be finalized after examination with the CDBL in respect of BO accounts and particulars thereof. the Issuer and the Issue Manager shall jointly provide the Commission and the Stock Exchanges with the preliminary status of the subscription within 5 (Five) working days. Within the same time. who have chosen the option in the IPO application forms. Total number of securities for which subscription has been received. the Stock Exchanges and the applicants. The issuer and the issue manager shall jointly provide the Commission and the Stock Exchanges with the list of valid and invalid applicants (i. the Issuer and the Manager to the Issue shall jointly conduct an open lottery of all the applicants added together. Lottery (if applicable) shall be held within 4 (Four) weeks from closure of the subscription date. the Issuer and the Issue Manager shall jointly conduct an open lottery of all the applications received under each category separately in presence of representatives from the Issuer. final status of subscription) in electronic form in 2 (Two) CDs and final status of subscription to the Commission within 3 (Three) weeks after the closure of the subscription along with bank statement (original). one in his/her own name and the other jointly with another person. as maintained with the Bankers to the Issue or any other banks mentioned in the application. A compliance report in this regard shall be submitted to the Commission within 7 (Seven) weeks from the date of closure of subscription. and c. as the case may be subject to condition no. In case of over-subscription under any of the categories mentioned hereinabove. or (b) At least 50% of the IPO is not subscribed. The applicant shall provide with the same bank account number in the application form as it is in the BO account of the applicant. there is over subscription. on this basis.14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 Upon completion of the period of subscription for securities. all applications will be treated as invalid and will not be considered for allotment purpose. if any of the following events occur: (a) Upon closing of the subscription list it is found that the total number of valid applications (in case of under subscription including the number of the underwriter) is less than the minimum requirement as specified in the listing regulations of the Stock Exchange(s) concerned. If. The applicants who have applied for more than two applications using same bank account.e. 20 above. The company shall furnish the List of Allotees to the Commission and the Stock Exchange(s) simultaneously in which the shares will be listed. The Issuer must notify the Underwriters to take up the underwritten shares within 10 (Ten) days of the closing of subscription on IXOOSD\PHQWRIWKHVKDUHPRQH\ZLWKLQ )LIWHHQ. within 24 (Twenty Four) hours of allotment. Issuer or the Sponsor Group. Or they (shares of Sponsors/Directors/Promoters) can be demated and will remain in lock-in under CDBL system and Issuer will submit a dematerialization confirmation report generated by CDBL and attested by Managing Director of the Company along with lock-in confirmation with BSEC within one week of listing of the shares with the Stock Exchange(s). Provided that the persons (other than Directors and those who hold 5% or more shares in the Company). The Company shall apply to the Stock Exchanges for listing within 7 (Seven) working days of issuance of this letter and shall simultaneously submit to the Commission attested copies of the application filed with the Stock Exchanges. whichever comes later. within one week of listing of the shares with the Stock Exchange(s). 2013 before listing of its Securities with Stock Exchange(s). other Underwriters. 2 . All issued shares of the issuer at the time of according this consent shall be subject to a lock-in period of 3 (Three) years from the date of issuance of prospectus or commercial operation. whichever comes later. who have subscribed to the shares of the company within immediately preceding two years of according consent shall be subject to a lock-in period of 1 (One) year from the date of issuance of prospectus or commercial operation.GD\VRIWKHLVVXHU¶VQRWLFH The Underwriter shall not share any underwriting fee with the Issue Manager. In respect of shares other than Sponsors/Directors/Promoters the issuer will ensure their lock-in of those shares and submit a statement to this effect to BSEC. along with a confirmation thereof from the Custodian Bank. In respect of shares of Sponsors/Directors/Promoters (if in paper format) shall be handed over to security Custodian Bank registered with BSEC and shall remain till completion of lock in and the name and branch of the Bank shall be furnished to the Commission jointly by the Issuer and Issue Manager. The Company shall not declare any benefit other than cash dividend based on the financial statements for the year ended on June 30. If any discrepancy/inconsistency is found. The Issue Manager shall carefully examine and compare the published abridged version of the prospectus on the date of publication with the copy vetted by BSEC.PART-B 01 02 03 04 05 06 07 08 09 10 The Issuer and the Issue Manager shall ensure that the abridged version of the prospectus and the full prospectus is published correctly and in strict conformity with the conditions of this letter without any error/omission. both the Issuer and the Issue Manager shall jointly publish a corrigendum immediately in the same newspapers concerned. as vetted by the Bangladesh Securities and Exchange Commission. simultaneously endorsing copies thereof WR %6(& DQG WKH 6WRFN ([FKDQJH V. jointly inform the Commission in writing that the published prospectus and its abridged version are verbatim copies of the same as vetted by the Commission.VVXHU¶VFRVWWRH[DPLQHZKHWKHU the issuer has utilized the proceeds for the purpose disclosed in the prospectus. $OOWUDQVDFWLRQVH[FOXGLQJSHWW\FDVKH[SHQVHVVKDOOEHHIIHFWHGWKURXJKWKH&RPSDQ\¶VEDQNDFFRXQW V. as mentioned in the schedule contained in the prospectus. audited by foreign affiliated auditors and authenticated by the board of directors to the Commission and the stock exchanges within 15 (Fifteen) days of the closing of each month until such fund is fully utilized. through account payee cheque. i. FRQFHUQHG FRUUHFWLQJ WKH GLVFUHSDQF\LQFRQVLVWHQF\ DV UHTXLUHG XQGHU µ'XH 'LOLJHQFH &HUWLILFDWHV¶SURYLGHGZLWK%6(& Both the Issuer Company and the Issue Manager shall. The fund collected through Public Offering shall not be utilized prior to listing with Stock Exchanges and that utilization of the said fund shall be effected through banking channel. and in the event of DQ\LUUHJXODULW\RULQFRQVLVWHQF\WKH&RPPLVVLRQPD\HPSOR\RUHQJDJHDQ\SHUVRQDW.e. The Company shall furnish status report on utilization of Public Offering Proceeds. immediately after publication of the prospectus and its abridged version. pay order or bank drafts etc. (CDBL) system and any further issuance of shares (including rights/bonus) will be made in dematerialized form only. An applicant (including NRB) shall not be able to apply for allotment of shares without Beneficial Owners (BO) account. 2006. with a reference in the table of contents. 3 . 1987. A compliance report on Corporate Governance Guideline as per the provision of BSEC Notification No. 2012 shall be submitted to the Commission before 07 (seven) working days of the IPO subscription opening. Proceeds of the Public Offering shall not be used for any purpose other than those specified in the prospectus. PART-C 01 02 All the above conditions imposed under section 2CC of the Securities and Exchange Ordinance. 'LUHFWRUVRQWKH&RPSDQ\¶V%RDUGZLOOEHLQDFFRUGDQFHZLWKDSSOLFDEOHODZVUXOHVDQGUHJXODWLRQV The Financial Statements should be prepared in accordance with Bangladesh Accounting Standards (BAS) and Bangladesh Financial Reporting Standards (BFRS) as required by the Securities and Exchange Rules. SEC/CMRRCD/2006158/129/ADMIN/44 Dated August 07. The Commission may impose further conditions/restrictions etc. 1969 shall be incorporated in the prospectus immediately after the page of the table of contents. shares will only be issued in dematerialized condition. The Company and the Issue Manager shall ensure due compliance of all the above conditions and the Securities and Exchange Commission (Public Issue) Rules. Any deviation in this respect must have prior approval of the Shareholders in the Shareholders meeting under intimation to BSEC and Stock Exchanges. 1999 & regulations made there under. All transfer/transmission/splitting will take place in the Central Depository Bangladesh Ltd. PART-D 01 02 As per provision of the Depository Act. from time to time as and when considered necessary which shall also be binding upon the Issuer Company. prior to its publication. Ltd. confirm that to the best of their knowledge and belief. Sd/Rezakul Haider Chairman Sd/Feroz Alam Director & Managing Director Sd/Anis Salahuddin Ahmad Director Sd/A. No person is authorized to give any information or to make any representation not contained in this Prospectus and if given or made.. annexes.15(63(&72)7+(35263(&786 This prospectus has been prepared. A copy of this Prospectus may be obtained from the head office of Shahjibazar Power Co. exhibits. and will continue to act as directors of the Company.%$=$532:(5&2/7'µ. the Underwriters and the Stock Exchanges where the securities will be traded. the omission of which. and we. and confirm. having made all reasonable inquiries. and AAA Finance & Investment Limited collectively and individually. papers submitted to the Commission in support thereof. accept full responsibility for the authenticity and accuracy of the statements made.K. Shamsuzzaman Director 4 . DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS. financial statements. Ltd.GENERAL INFORMATION AAA Finance & Investment Limited has prepared this Prospectus from information supplied by Shahjibazar Power Co. (the Company) and also several discussions with Chairman. the information contained herein is true and correct in all material respect and that there are no other material facts. any such information or representation must not be relied upon as having been authorized by the Company or AAA Finance & Investment Limited The issue as contemplated in this document is made in Bangladesh and is subject to the exclusive jurisdiction of the courts of Bangladesh. The Directors of both Shahjibazar Power Co. after making all reasonable inquiries that all conditions concerning this public issue and prospectus have been met and that there are no other information or documents the omission of which make any information or statements therein misleading for which the Commission may take any civil. Sd/Rezakul Haider Chairman Sd/Feroz Alam Director & Managing Director Sd/Anis Salahuddin Ahmad Director Sd/A. Managing Director and related executives of the Company. Ltd. would make any statement herein misleading.M Badiul Alam Director Sd/Md. INCLUDING CEO OF THE COMPANY ´6+$+-. individually and collectively. AAA Finance & Investment Limited. criminal or administrative action against any or all of us as it may deem fit. documents. Shamsuzzaman Director CONSENT OF DIRECTORS TO SERVE AS DIRECTORS We hereby agree that we have been serving as directors of Shahjibazar Power Co. information given in the prospectus. seen and approved by us.K. Forwarding this Prospectus to any person resident outside Bangladesh in no way implies that the Issue is made in accordance with the laws of that Country or is subject to the jurisdiction of the laws of that Country.M Badiul Alam Director Sd/Md. We also confirm that full and fair disclosure has been made in this prospectus to enable the investors to make a wellinformed decision for investment. Ltd. 000. Sd/Feroz Alam Managing Director DECLARATION BY THE ISSUE MANAGER ABOUT THE APPROVAL FROM BSEC FOR ANY MATERIAL CHANGES REGARDING PROSPECTUS OF SHAHJIBAZAR POWER CO. the under-noted Manager to the Issue to the above mentioned forthcoming issue. and c. 317. while finalizing the draft Prospectus pertaining to the said issue. contract.00 Each at an Issue Price of Tk. independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer company. LTD. and other agencies. as required by Section 138 (1) of the Companies Act.15. WE CONFIRM THAT: a. facts and figures. We.10. state as follows: 1. have examined various documents and other materials as relevant for adequate disclosures to the investors. instrument. fair and adequate to enable the investors to make a well-informed decision for investment in the proposed issue. We. DECLARATION BY THE ISSUER ABOUT THE APPROVAL FROM BSEC FOR ANY MATERIAL CHANGES REGARDING PROSPECTUS OF SHAHJIBAZAR POWER CO. For Manager to the Issue Sd/Khwaja Arif Ahmed Managing Director & CEO AAA Finance & Investment Limited Dated: January 22.02. Ltd. operational circumstances and statement made in the Prospectus subsequent to the preparation of the prospectus and prior to its publication shall be incorporated in the prospectus and the said prospectus should be published with the approval of the Commission. instrument.DECLARATION ABOUT FILING OF PROSPECTUS WITH THE REGISTRAR OF JOINT STOCK COMPANIES AND FIRMS A dated and signed copy of this Prospectus has been filed for registration with the Registrar of Joint Stock Companies and Firms. The draft prospectus forwarded to the Commission is in conformity with the documents. LTD. 2013 5 .000. All the legal requirements connected with the said issue have been duly complied with. On the basis of such examination and the discussions with the issuer company. and 2. 1994 on 19.680. For Manager to the Issue Sd/Khwaja Arif Ahmed Managing Director & CEO AAA Finance & Investment Limited DUE DILIGENCE CERTIFICATE OF MANAGER TO THE ISSUE Subject: Public Offer of 12. operational circumstances and statement made in the Prospectus subsequent to the preparation of the Prospectus and prior to its publication shall be incorporated in the Prospectus and the said Prospectus should be published with the approval of the Commission. The disclosures made in the draft prospectus are true. facts and figures. In case of any material changes in any agreement.00 per Share Totaling Tk.2014 vide submission no. 2014327954.25. Bangladesh. b. materials and papers relevant to the issue. In case of any material changes in any agreement.000 Ordinary Shares of Tk.00 of Shahjibazar Power Co.00 Each Including a Premium of Tk. contract. its directors and officers. Bay Leasing & Investment Limited Sd/Sd/Managing Director Managing Director & CEO Swadesh Investment Management Limited Prime Finance Capital Management Limited Sd/Sd/SVP & CEO Managing Director MTB Capital Limited BMSL Investment Limited Sd/Chief Executive Officer First Security Islami Capital & Investment Limited 6 . Ltd. independent verification of the statements concerning objects of the Issue and the contents of the documents and other materials furnished by the issuer company.680. We shall subscribe and take up the under-subscribed securities against the above-mentioned public issue within 15 (fifteen) days of calling up thereof by the Issuer.000 of Shahjibazar Power Co. and c. On the basis of such examination. We. and other agencies. and 2. b. state individually and collectively as follows: 1. 15. and the discussion with the issuer company. other documents and materials as relevant to our underwriting decision.00 Each at an Issue Price of Tk.000. For Underwriter(s) Sd/Sd/Managing Director Managing Director Trust Bank Investment Limited Continental Insurance Limited Sd/Sd/Chief Executive Officer Managing Director Southeast Bank Capital Services Ltd. while underwriting the above mentioned issue on a firm commitment basis. have examined the draft prospectus.000 Ordinary Shares of Tk.DUE DILIGENCE CERTIFICATE OF THE UNDERWRITERS Sub: Public Offer of 12. its directors and officers. This underwriting commitment is unequivocal and irrevocable. the under-noted Underwriter(s) to the above mentioned forthcoming issue.00 Each Including a Premium of Tk. All information as are relevant to our underwriting decision has been received by us and the draft prospectus forwarded to the Commission has been approved by us.00 per Share Totaling Tk. 25. We. WE CONFIRM THAT: a. 317. 10. rules and regulation framed by Government. Raising of interest rate increases the cost of fund for a company. which reduce such kinds of risk. Government policies in this regard may impact business operation of SPCL. and consequently profit is squeezed. GBP and EURO and recent trend of local currency devaluation may expose foreign currency risk. Unfavorable volatility or currency fluctuation may affect the profitability of the Company. which may cause negative impact. On the other hand management of the company is emphasizing on equity based financing. The management of Shahjibazar Power Company Ltd. which may be causes of loss. INDUSTRY RISK: The supply of electricity and alternative energy is not adequate than the demand of it. Management Perception: The management of the Company is always aware of interest rate. distribution. Power companies mainly supply electricity to national power distributors to supply electricity. For that reason organizations HQJDJHG LQ JHQHUDWLQJ HOHFWULFLW\ FDQ¶W SURYLGH DOO required amount of electricity. The project is equipped with ZRUOG¶VPRGHUQDQGODWHVWPDFKLQHULHVDQGWHFKQRORJ\DQGWRFRSHZLWKWKHSDFHLQKDUPRQ\ZLWKPRGHUQSRZHUSODQW world. The Company has been hedging exchange rate risk by strategic purchases of products of foreign currency. MARKET AND TECHNOLOGY RELATED RISK: Technology is related to generation. Management Perception: The Company operates under companies act. Innovation of new and cost effective technology may obsolescence existent technology. So.RISK FACTORS AND MANAGEMENT PERCEPTION ABOUT THE RISKS The Company operates in a field involving some internal/external risk factors and among those some are avertable. SPCL imports its spare parts through L/C. EXCHANGE RATE RISK: SPCL imports mostly spare parts (if required) against payment of foreign currency. Management Perception: 63&/ VXSSOLHV HOHFWULFLW\ WR %3'% LQ %DQJODGHVK DQG LW¶V D GHGLFDWHG SRZHU SODQW ZLWK D JXDranteed payment from BPDB and GO%XQGHUWKH33$6RSRVVLELOLWLHVRIHQWHULQJQHZSRZHUFRPSDQLHVZRXOGQ¶WFUHDWHDQ\LQGXVWU\ULVNIRU the Company. transmission. demand & supply and distribution is fully under the control of Government. POTENTIAL OR EXISTING GOVERNMENT REGULATIONS: The business activities of SPCL is fully controlled by policies. Management Perception: Technology always plays a vital role for existence of any industrial concern. which is connected to the cost of fund of the Company. quantity measuring and maintaining of required electricity generation. which has borrowed fund. others are beyond control. The management prefers procuring the long-term fund with minimum fixed interest rate and the short-term fund with reasonable competitive rate. Volatility in money market and increased demand for loan presses interest rate structure to be fixed at high. Management Perception: Volatility of Taka against USD. In such cases. (SPCL) perceives the risk factors which are as follows simultaneously: INTEREST RATE RISK: Interest/financial charges are paid against any kind of borrowed fund. taxation policy adopted by NBR. the management of the Company is confident to significantly cushion the foreign currency risk and price escalation risk through forward contracts if it is justifiable in terms of the cost benefit analysis. SPCL is fully aware of the risk related to currency fluctuation. the Company is continuing modernization program of its machinery. that is policies related to electricity price fixation. Bangladesh Securities and Exchange Commission (B6(&. ¶V UXOH DQG rules adopted by other regulatory organizations. Any abrupt changes of the policies formed 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. Government emphasizes on the growth of electricity production in Bangladesh. Yet the promoters and the sponsors have to endeavor to convince the policy makers for adopting favorable terms & conditions, which will eventually help the power production of Bangladesh to compete with the firms at low cost. POTENTIAL CHANGES IN THE GLOBAL OR NATIONAL POLICIES: The performance of the Company may be affected due to unavoidable circumstances in Bangladesh, as such political turmoil, war, terrorism, political unrest in the Country may adversely affect the economy in general. Moreover, natural disasters like Cyclone, Tide, and Earthquake may hamper normal performance of power generation. Management Perception: The routine & proper maintenance of the distribution network undertaken by BPDB reduces major disruption due to natural calamities. Besides, the Company has arrangement of prudent rehabilitation schemes and quick-repair and maintenance to lessen the damages caused by such disasters. Political unrest leading to strikes, hortals etc. certainly plays negative impact in any business. But electricity service being considered a daily necessity & in consideration of its use by all irrespective of their political thoughts is always kept out of obstructions. Furthermore, all such above risks are covered under the insurance agreement with Progati Insurance Co. Ltd. & Rupali Insurance Co. Ltd. to compensate the damages due to such uncertainties in extreme cases. 7 HISTORY OF NON-OPERATION: If the Company becomes non-operative for some period in its operating life, risk of becoming non-operative in future for the same reasons of other probable reasons should be considered carefully. Management Perception: SPCL starts its commercial operation since February 10, 2009 and it has no history of non-operation till now. The Company has an independent body that is operated by its Memorandum & Articles of Association and other applicable laws implemented by the Government. Besides, the Company¶V ILQDQFLDO VWUHQJWK LV VDWLVIDFWRU\ ,W KDV YHU\ experienced Directors and Management team to make the Company more efficient. So, the chance of becoming nonoperative for the Company is minimum. OPERATIONAL RISK: RISK ASSOCIATED WITH TARIFF OF ELECTRICITY: The BPDB is the single buyer who purchases total electricity generated by the Company. In these circumstances usually it is the only buyer who may determine the tariff value of the electricity generated by the Company. Management Perception: BPDB and the Company have pre-determined and contracted terms-conditions regarding the tariff of electricity, expressed under two slabs±(i) Rental Payment (ii) Fuel Payments and Operation & Maintenance Payment according to supplied MWh. Tariff for each month adjusted as per price index by the Bangladesh Bank. So, there is no risk associated with tariff value of electricity supplied to BPDP. RISK ASSOCIATED WITH SUPPLY OF SPARE PARTS: The power plants are dependent on timely supply of spare parts for smooth operation purpose. Any disruption in supply flow of spares parts will put an adverse impact on power generation. Management Perception: The Company has supply contract with Orient Energy Systems Ltd., local authorized distributor of GE Jenbacher GmbH & Co. for delivery of 32 units JGS 620 GS-N.L model gas engines. It has spare parts contract with GE Jenbacher GmbH & Co. for supply of all necessary spare parts for a period of 15 years with 1 year warranty period from the date of delivery. RISK ASSOCIATED WITH PAYMENT: There is an impending risk in the case of delayed payment from BPDB. In case of any dispute with BPDB or failure to comply with certain rules and regulations, BPDB may stop making payments to SPCL resulting into non-payment to its lenders. Management Perception: SPCL is getting the payment regularly from BPDB. Sometimes, there are delays in payment but that is mainly due to administrative reasons. Till date, no payment has been defaulted. As per the PPA, BPDB needs to ensure minimum guaranteed payment supported by Letter of Credit. Which mitigates risk of any non-payments. RISK ASSOCIATED WITH SUPPLY OF RAW MATERIALS: The main raw material for generating electricity is natural gas. Any interruption of supplies of the fuel to the power plants will hamper the generation of electricity, the only product of the Company. Management Perception: The main raw material for generating electricity is natural gas. Jalalabad Gas Transmission and Distribution Company Limited supplies the entire gas as raw materials of electricity production. 15 years agreement has been made with them as per PPA agreement. There is no risk about the plant raw materials. RISK ASSOCIATED WITH SINGLE PARTY EXPOSURE: The BPDB is the single buyer who purchases total HOHFWULFLW\ JHQHUDWHG E\ WKH &RPSDQ\ 7KH &RPSDQ\¶V DELOLW\ WR VHUYLFHLWVERWKH[LVWLQJDQGIXWXUHILQDQFLDOREOLJDWLRQVUHVWRQWKH%3'%¶VDELOLW\WRPHHWWKHWDULIISD\PHQWVXQGHU the PPA. Management Perception: SPCL is out of the single party risk exposure as it is guaranteed by BPDB for the payment in case the plant runs lower WKDQ 0RUHRYHU /& LVVXHG E\ %3'% IRU WZR PRQWKV¶ PLQLPXP JXDUDQWHHG SD\PHQW 7KHUHIRUH WKH implementation agreement signed by the BPDB and Government through Ministry of Power, Energy and Mineral Resources is considered to be Government guarantee to protect the Company from single party risk exposure. RISK ASSOCIATED WITH SYSTEMS FAILURE AND SABOTAGE: System failure may take place resulting into damages for SPCL. Moreover, internal conflict among the workers and engineers may also disrupt operation. Management Perception: There is an agreement with the O&M contractor and equipment supplier to provide maintenance and equipment support. In addition, the Company has prudent insurance coverage with Pragati Insurance Limited & Rupali Insurance Company Limited which covers all risks package including machinery breakdown, business interruption, third party liability, sabotage and terrorism. RISK ASSOCIATED WITH ENVIRONMENTAL POLLUTION: SPCL plant operation may cause air and water pollution which may affect the ecological balance and living condition and health of the people around the plant. Management Perception: The operations and maintenance (O&M) contractor of SPCL plant, GE Austria is responsible for environmental management of the project. Plant operation is certified by the Department of Environment, Government of Bangladesh. 8 PROJECT DURATION RISK: The Company entered in to an agreement with Bangladesh Power Development Board (BPDB) on 14.02.2008 with a condition that the agreement shall become effective upon signing and shall be terminated after fifteen (15) years from the commercial operations date 10.02.2009, unless extended or earlier terminated pursuant to the provisions of this agreement. Management Perception: Management perceives that there are no possibilities of early termination of the agreement as there is huge demand for power in our country. Government of Bangladesh is encouraging more local entrepreneur to invest in this sector to meet up demand and supply gap. Moreover, at present scarcity of power revels that the power crisis will remain in future as economy of Bangladesh is growing and demand for power and electricity is increasing. So there is scope of extension of the term of current agreement subject to approval of BPDB. RISK ASSOCIATED WITH PROVIDING ADVANCE TO SUBSIDIARY AND ASSOCIATE WITHOUT ANY INTEREST: SPCL has provided Tk. 1,159,154,526 to its subsidiary and associate as an advance without any interest. There might be a risk of short term depriving interest on investment. Management Perception: The advance amount provided to its subsidiary and associate will be converted into paid up capital and SPCL will get proportionate share at face value. Petromax Refinary Ltd., the subsidiary of SPCL has strated their trail production on September 14, 2013 and Midland Power Company Ltd., the associate of SPCL has started their commercial operation on December 06, 2013. Soon SPCL will start to get long-term benefit from the investment in subsidiary and associate. RISK ASSOCIATED WITH WINDING-UP OF SUBSIDIARY COMPANIES BY THE COURT: As per section 241(iii) of Companies Act, 1994, the Companies may be wound up by the Court as the Companies did not commence its business within a year from its incorporation. Management Perception: Petromax Refinery Ltd., was incorporated with the aim of manufacturing of petroleum and petro-chemical produces from gas condensate which is available from local source or import. The project requires a heavy plant and technical infrastructure which have already been installed. Petromax Refinary Ltd. has strated their trail production on September 14, 2013. Midland Power Company Limited was incorporated with the aim of producing power electricity from natural gas. The Company establishes 51 MW power plants and has started their commercial operation on December 06, 2013. GOING CONCERN RISK: The Company has entered into agreements with Bangladesh Power Development Board (BPDB) on 14.02.2008 with a condition that the agreement shall become effective upon execution and shall be terminated at the expiry of fifteen (15) contract years from the commercial operations date 10.02.2009, unless extended or earlier terminated pursuant to the provisions of this agreement. Management Perception: Management perceives that there are no possibilities of early termination of the agreement as there is huge demand for power in our country. Government of Bangladesh is encouraging more local entrepreneur to invest in this sector to meet up demand and supply gap. Moreover, at present scarcity of power revels that the power crisis will remain in future as economy of Bangladesh is growing and demand for power and electricity is increasing. So there is great scope of extension of the term of current agreement subject to approval of BPDB. In this connection, WKH DXGLWRU KDV PDGH WKH IROORZLQJ GLVFORVXUH ³The Financial Statements have been prepared by applying Going Concern Concept on the basis of assumption that the agreement with BPDB is renewable. Moreover, SPCL may also participate in other tender/agreement. For this reason we have mentioned the Company is a Going Concern and its operational existence for the foreseeable future.´ RISK RELATED TO NON-RENEWAL OF CONTRACT AND BERC LICENSE: The Company has entered into agreements with Bangladesh Power Development Board (BPDB) with a condition that the agreement shall become effective upon execution and shall be terminated at the expiry of fifteen (15) contract years, unless extended or earlier terminated pursuant to the provisions of this agreement. BERC renew the period of license every year. If it does not renew the period of license, it will affect the operation of the Company. Management perception: Management strongly believes that there are no possibilities of early termination of the agreement given the severe supply shortage of electricity in the Country coupled with tremendous demand for power. Furthermore, the Government of Bangladesh is actively encouraging more local entrepreneurs to invest in this sector to address this demand and supply gap in electricity. Moreover, the ongoing scarcity of power reveals that the power crisis is likely to persist in the future as the Bangladeshi economy continues to grow at 6+% resulting in the continuously growing demand for power and electricity. As a result of this supply-demand dynamics in the power generation industry, the SPCL contracts are highly likely to be extended by BPDB. RISK RELATED TO NATURAL GAS: The major raw material of the project is natural gas. There is no guarantee of availability of natural gas in future for power generation. Hence, there is a treat for the Company to continue as a going concern. Management perception: The term of GSA shall commence on the execution date and shall continue subject to the other provisions of this agreement for a period that ends on the expiry date which is the expiration date for the term of the Power Purchase Agreement (PPA). Subject to the terms and condition of this agreement and availability of gas, gas seller shall sell and deliver to project FRPSDQ\DWDOOWLPHVDOOSURMHFWFRPSDQ\¶VUHTXLUHPHQWVIRUJDVIRUWKHIDFLOLW\GXULQJWKHWHUPKHUHRIWRPHHWVWDUWup, commissioning and operation of the facility and project company shall accept, receive and pay for gas from gas seller at a gas price set by the Government or any authority assigned by it from time to time. Thus, even if there is a 9 new gas fields are still discovering in some areas of Bangladesh such as Narayanganj. Shahjibazar Power made late fees on an average of BDT 0. As a result of this supply-demand dynamics in the power generation industry. is an associate of Shahjibazar Power Co. it will affect the operation of the Company. Ltd. This may have a negative impact on its profitability. In last two years. 353. Last couple of years payments of gas bill to Jalalabad Gas Transmission and Distribution Systems Ltd delayed because of delay payments of tariff bill by the Bangladesh Power Development Board (BPDB). If BERC does not issue license. RISK OF OVERHAULING COST TO MACHINERIES: In 2014. LTD. it requires a expenses of BDT 70.5 million monthly. There is also a risk of unavailability of natural gas for operating the project. Management Perception: SPCL always positive to pay all bills including gas bill in time. If the trend is coning on this will affect profitability of the Company.834 to Midland Power Company Limited to meet up its capital expenditure and the above-mentioned amount will convert into Paid-Up Capital at face value of the Company. Moreover. RISK OF PAYMENT OF LATE FEES: Since September 2010. Moreover. 2013. Management perception: Management strongly believes that there are no possibilities of non-issuance of BERC license as the company is well HTXLSSHG ZLWK ZRUOG¶V ODWHVW PDFKLQHULHV DQG WHFKQRORJLHV )XUWKHUPRUH WKH *RYHrnment of Bangladesh already signed a purchase power agreement for 15 years with Midland Power Co. the ongoing scarcity of power reveals that the power crisis is likely to persist in the future as the Bangladeshi economy continues to grow at 6+% resulting in the continuously growing demand for power and electricity.804. Such features make the risk negligible. Narsingdi and Bay of Bengal. the SPCL contracts are highly likely to be extended by BPDB. management expects that gas supply will not be interrupted in future. the Company expects to pay off its overhauling cost from its Operating Cash Flow. The management of MPCL already applied to Bangladesh Energy Regulatory Commission for the issuance of license on June 17. the gas seller is obligated to source for gas for supplying to the Company during the contract period. RISK RELATED TO EQUITY FINANCE UNDER DEFINED CONTRACT TERMS: The Company operates on Power Purchase Agreement with BPDB for 15 years. Management Perception: The major overhauling cost of SPCL to be capitalized as a plant & machineries and minor overhauling cost will be WUHDWHGDVDUHYHQXHH[SHQGLWXUH6R63&/GRHVQ¶WH[SHFWWKDWLWZLOOFUHDWHQHJDWLYHLPSDFWRQLWVSURILWDELOLW\ 10 . Assuming the current revenue-cost projection.: Midland Power Co. Furthermore. SPCL also hopes that BPDB will be able to pay tariff bill in time and SPCL ensure that gas bill to be paid in time. SPCL has provided advance Tk. Government of Bangladesh is trying to explore gas from these new gas fields and have planned to add to the national grid. In that case. Ltd.0 million.shortage of gas in Bangladesh. According to management. Management Perception: Management strongly believes that there are no possibilities of early termination of the agreement given the severe supply shortage of electricity in the country coupled with tremendous demand for power. SPCL experienced delay for gas bill payment to Jalalabad Gas Transmission and Distribution System Ltd. Shahjibazar makes 10-15 days delay for its gas payment. So. the Government of Bangladesh is actively encouraging more local entrepreneurs to invest in this sector to address this demand and supply gap in electricity. Ltd. whereas. Recently BPDB takes 45 days threshold for its payment. there is a threat to the Company to continue as going concern. the investor who will provide equity to the Company may fall in uncertainty to payback their investment. the Company will require overhauling to its machineries. RISK RELATED TO THE BERC LICENSE OF MIDLAND POWER CO. In case of non-renewal of PPA and un-availability of natural gas. The details of which is stated as under: Particulars Bank Loan Repayment (Partial): Islami Bank Bangladesh Ltd. As per rule 8B4(C) of Securities and Exchange Commission (Public Issue) Rules.000.. 1994. was incorporated in 14th May 2009 with the aim of manufacturing of petroleum and petro chemical produces from gas condensate which is available from local source or import.. Electricity is the only product of SPCL. Ltd. Octane. The Company establishes 51 MW power plants and has started their commercial operation on December 06. 822/2. Mongla.. Ltd. NATURE OF BUSINESS: Shahjibazar Power Co. The Company supplies its generated electricity to Bangladesh Power Development Board (BPDB). 2008. Bangladesh Power Development Board (BPDB) is the sole customer to purchase electricity. is a Public Limited Company.: Petromax Refinery Ltd. Khulna. 2013. Rokeya Sarani. Ashuganj.: Midland Power Company Limited will produce electricity from natural gas and supply to Bangladesh Power Development Board (BPDB). Midland Power Company Limited has 51 MW power plants. 2009. The Company has a 15 years gas supply agreement with Bakhrabad Gas Distribution Co.000. 2013. The project envisages setting up an import substituting 2500 BBL/day condensate fractionation plant and associate facilities.00 Implementation Date/Period Within 1 month after receiving the IPO fund 317. The agreement for supply of power with Bangladesh Power Development Board (BPDB) held on 14th February. 2007 vide registration no. Ltd. Market of the Products: The Company has certain market to sell electricity. BPDB and the Company (SPCL) already made a 15 (fifteen) years power purchase agreement (PPA). Kerosene. 2012. The Company has 86 MW power plants and started commercial production on 10th February. produce electricity from natural gas and supply to Bangladesh Power Development Board (BPDB). 2006 there is no contract covering any of the activities of the issuer company for which the proceeds of sale of securities from IPO is to be used. Associate of Shahjibazar Power Co. Dhaka±1216 and the Plant is located at Fatepur. registered under The Companies Act. Madhobpur.. It will use condensate which will be supplied from the natural gas production facilities of Jalalabad & Bibiana Gas Field or through import. Local Office. Mongla Port Industrial Area. Dhaka Total Amount in BDT 317.B. Subsidiary of Shahjibazar Power Co. The Company has 86 MW power plants and started commercial production on 10th February. Ltd. C68888(1400)/07 and subsequently converted into public limited company on 28th September 2009. Ltd. (1) Principal Product: The Company has been set up to produce electricity. It will use gas condensate which will be supplied from the natural gas production facilities of Jalalabad & Bibiana Gas Field or through import. Sd/Bhulon Bhowmik CFO Sd/Feroz Alam Managing Director DESCRIPTION OF BUSINESS CORPORATE STATUS AND BACKGROUND: Shahjibazar Power Co. Kerosene. 822/2.: Petromax Refinery Ltd. Ltd. Petromax Refinery Ltd. 2011 as a private limited company. Ltd. was incorporated with the aim of manufacturing of petroleum and petro chemical produces from gas condensate which is available from local source or import.00 N.000. The plant will produce products like Diesel. Octane. Bagherhat. has strated their trial production on September 14.USE OF PROCEEDS & IMPLEMENTATION SCHEDULE OF IPO FUND Proceeds from initial public offering (IPO) will be used for repayment of outstanding loan. 2009. The Company was incorporated in Bangladesh as a private limited company on 4th November. Dhaka±1216 and the plant is located at Chorchartala. The agreement for supply of power with Bangladesh Power Development Board (BPDB) held on April 11.000. Hobigonj. The plant will produce products like Diesel. Rokeya Sarani. Bangladesh.: Midland Power Company Limited was incorporated on November 27. The registered office of the Company is located at Youth Tower. 11 . The registered office of the Company is located at Youth Tower. The project envisages setting up an import substituting 2500 BBL/day condensate fractionation plant and associate facilities at 15. Brahaman Baria. Subsidiary of Shahjibazar Power Co. Associate of Shahjibazar Power Co. Westmont Power Company Ltd. Energy Prima Ltd. so the Company meets its required power from own source. Venture Energy Resources Ltd. We may demonstrate the distribution process as follows: Input gas as raw material to produce power Produce power by generator Supply power to Bangladesh Power Development Board (5) Competitive Conditions in the Business: There is a huge demand-supply gap for the electricity in Bangladesh. SBP & MTT & fuel gas to BPC. Subsidiary/Related Holding Company and their Core Area of Business: SPCL has the following Associate & Subsidiary: Name of the Company Nature of Relation Shareholdings by SPCL Percentage (%) Core Area of Business Petromax Refinery Ltd. Subsidiary 9. Bangladesh Tel:0821-712194 (7) Sources of and Requirement for Power. Sylhet-3100. Midland Power Company Limited Associate 4.(2) Relative Contribution of the Services Contributing More than 10% of Total Revenue: The Company produces only electricity.900.933.000 49. (6) Sources and Availability of Raw Materials and the Names of the Principal Suppliers: The main raw material of the Company is natural gas which is fully procured from local. NEPC Consortium Power Ltd. The following companies produce private sector electricity in Bangladesh: Sl. kerosene.33% Condensate fractional plant for production and supply of petroleum products like petrol. The names of main suppliers are mentioned below: Name of the Supplier Jalalabad Gas Transmission and Distribution System Ltd.00% Produce electricity to meet up local demand.00% . (8) Name of the Customers who Purchase 10% or More of the Company Product/Service: Name of the Customer Bangladesh Power Development Board ( BPDB) 12 Percentage of purchase 100. Haripur Power Ltd. No. Water & Gas: All required utility facilities are available at the project site and those are stated below: Power: The principal activity of SPCL is to produce power and supplies its generated electricity to Bangladesh Power Development Board (BPDB). Bangladesh. The Company earned good name & fame in the Bangladesh Power Development Board. Doreen Power Ltd. Lube oil is the second raw material of the power plant and it supplied from MJL Bangladesh Limited. (4) Distribution of Products/Services: The Company produces power by using natural gas as raw materials. Ministry of Power. Meghnaghat Power Ltd. Barkatullah Electro Dynamics Ltd.340 99. (Per day)±on an average which is met up from Jalalabad Gas Transmission and Distribution System Ltd. Water: 7KHSURMHFWPHWXSLWVZDWHUUHTXLUHPHQWIURPWKH&RPSDQ\¶VRZQZDWHUVXSSO\V\VWHP Gas: Required quantity is 20 million cft. (3) Associates. octane. which contributes 100% of its total revenue. Address Gas Bhaban. 01 02 03 04 05 06 07 08 09 10 Name of the Company Summit Power Company Ltd. Mendibag. Khulna Power Company Ltd. Energy and Mineral Resources. 09283556 Per year contract: 205. Licenses or Royalty Agreements: The Company has no material patents.560.793.(9) Contract with Principal Suppliers/Customers: The Company has contract with its principal suppliers and customers as bellow: Contract with Principal Suppliers: Name of the Supplier Amount of Contract Quantitty of Contract Duration Jalalabad Gas Transmission and Distribution System Ltd.461. 15 year Amount of Contract (in Tk. licenses or royalty agreements.205 SM³ 15 Years Contract with Principal Customers: Name of the Customers Bangladesh Power Development Board (BPDB) Per hour (Unit-MW)= 86.028316 SM³ 6.58 3.947 SM³ 1 Scft=0. Value of per SM³=Tk.209.299.087.600.283.00 86 MW 15 Years (10) Material Patents.) Quantity of Contract (in MW)) Duration 25. Trademark.819. trademark. 2. . Rokeya Sarani. is as under: License Capacity (Unit-MW) Actual Production (Unit-MW) Capacity Utilize (Unit-MW) 86 67.990 Dish antena 34. No. Particulars Head Office Plant Address Youth Tower.06.641 Plant & Machineries 4.455 13 .800 Mobile Phone 11. 2013) is as under: Salary Range Below 3000 Above 3000 Total Plant 114 114 Officer & Staff Head Office 07 07 Worker Total Employee 88 88 121 121 (12) Production Capacity and Current Utilization: As per Audited Financial Statement the production capacity of Shahjibazar Power Co.940. Rokeya Sarani.166 Air Conditioner 1. Madhobpur. amount in BDT) Written Down Value as at Particulars 30.2013 Land & Land Development 181.(PSOR\HHV·Position: All employees are considered permanent and employee position (As per Audited Financial Statement June 30. 822/2.382 Gas Pipe line Installation 6. Dhaka±1216 Fatepur.987 Refrezarator 84.886 Fire Extinguisher 1.750.431.422. 822/2.965 Building & Construction 644.60 78.426.266.750 Mechanical & Electrical Goods 183.000 Water Treatment Plant 3.61% DESCRIPTION OF PROPERTY (a) The Company¶V registered office is situated at Youth Tower. Ltd.361. Hobigonj.359 PABX Installation 64. 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 (As per Audited Financial Statement.305. Dhaka±1216.027 Deep Tube-well 273.866 Television 22.096 Computer & Printers 1.820.063 Furniture & Fixture 5.690.541.580 Sports Items 19.374 Maintainence Equipments 34.886 Cable Purchase & Installation 4. Bangladesh Status On rented premises On own land The Company possesses the following fixed assets at written down value: Sl. 047. Madhobpur. Singapore and China at different dates through Letter of Credits. Madhobpur.686 104. Gas Metering Station. Fatehpur. Work Shop.750. Dormitory. Fatehpur. Fatehpur.310.395 5. Madhobpur. and Islamic Finance & Investment Ltd. Shahpur. Madhobpur.449. Fatehpur. The economic life of machines is 20 years from the date of the starting of the production.231 326. Fatehpur. Shahpur. machineries of the Company are mortgaged to the lending institutions namely Islami Bank Bangladesh Ltd.250 155. Habiganj 40 18 19 20 21 22 23 Shahpur.968 141. Shahpur. Ltd.. Madhobpur. Madhobpur. Administration Building. Madhobpur. Habiganj Habiganj Habiganj Habiganj Habiganj Habiganj 83 90 26 03 24 1.768.671 19. Madhobpur.012. Shahpur.878 3. Madhobpur. Ansar Camp. Fatehpur.146 1. Fatehpur. however. Fatehpur. Madhobpur. Store. Fatehpur. building. Fatehpur. SPCL is enjoying project loan form Islami Bank Bangladesh Ltd. Internal Road & plantation Do Do Do Do Do Do Do Do Do Do Do Do Do Do Do Rest House.50 14 Status Plant Building. No.50 decimals of land located as under: Sl. Madhobpur. In this concern the Auditor¶s has given the following certificate: TO WHOM IT MAY CONCERN This is to certify that Capital Plant and Machineries of Shahjibazar Power Company Limited have been purchased in brand new from Austria. Fatehpur.422 29. Madhobpur. Mouza Area in Decimal 01 Fatehpur.20 21 22 23 24 25 26 27 28 29 30 31 Vehcles Electric Installation Fork LIFT Jetty Crockerries Cylindrical Vertical Steel Tank Generator Office Equipment Solar Power System Telephone Installation Tree Plantation Water Line Installation Total 10. (d) There is no financial lease of Shahjibazar Power Co.503. Fatehpur. Madhobpur. Madhobpur. All the machines are purchased in brand new condition. Habiganj 81 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 Fatehpur. Madhobpur. The Company owns 732. China and Singapore.50 732. Madhobpur.911 560. Habiganj Habiganj Habiganj Habiganj Habiganj Habiganj Habiganj Habiganj Habiganj Habiganj Habiganj Habiganj Habiganj Habiganj Habiganj 48 17 41 23 23 18 50 08 34 14 04 37 37 25 05 17 Shahpur. Chartered Accountant Dated: February 12. Madhobpur. Madhobpur. Madhobpur.. Fatehpur. 2013 Dhaka (b) Entire above mentioned properties are owned by the Company. Madhobpur. Madhobpur.000 31. Fatehpur. (c) Land. under project loan as per Islami Sariah.782.842. Sd/Howladar Yunus & Co.601 All the plant & machineries of the Company are purchased in brand new condition from Austria.000 1. Shahpur. Total Madhobpur. Madhobpur. Officers Building & Play Ground Do Do Do Do Do Do . 374.052 41.000 535.06.566.720.008 1.637.907 - 1.800 4.915 Less: Income Tax Expenses 7.333.912 986.507 2.623.780.683. That means the Capacity of transmission line was not much more than electricity production in the Sylhet to Ashugoanj/Dhaka Line. Events or Uncertainties: The business operation of the Company may be affected by some known events as follows: 1. 3.749 666.842 273.400 808.181 578. Political unrest Natural disaster Entrance of new technology Increase competition (6) Changes in the Assets of the Company Used to Pay Off any Liabilities: No asset of the Company has been disposed to pay off any liability.389.827 788. 2. Due to this.468 284.367.333.2011 1.050.514. Expenses & Net-Income: The &RPSDQ\¶Voperating income and other income as well as operating expenses and net income have continued to change or increase due to business promotion efforts of the directors and management staff.391.000 40.261.250 - 2.000 99.631 Non-Operating Income 17.350 6.177.Current Maturity Sub Total Grand Total (2) Material Commitment for Capital Expenditure: The Company has not made any material commitment for capital expenditure.364.120.010.929. 15 .2012 30.175. there is a huge difference between demand and production.000 536. During all the season of the year the demand electricity is higher than the production and supply.238.189.639. Sd/Feroz Alam Managing Director Date: 6th January.805 36.2013 30.720.184 Operating Expenses: General and Administrative Expenses 40.831.956.956.400 969.639 832.531. (As per Audited Financial Statement.950.168 8.600 1.950.064.604.145.319.840 Operating Profit 255.864.422.000 536.465 24.204 Net Profit after Tax 252.257 286.590.474.073.264.107 313.000 99.369 Less: Cost of Goods Sold 815.590.001 Net Profit before Income Tax 259.100.135.225.PLAN OF OPERATION AND DISCUSSION OF FINANCIAL CONDITION (1) Internal and External Sources of Cash: Particulars Internal sources of Cash: Share Capital Share Premium Share Money Deposit Retained Earnings Sub Total Minority Interest/Non-controlling interest (As per Audited Financial Statement.349 2.744.706 6.284 Net Profit before Tax and WPPF 272.2013 30.661 251. (5) Known Trends.950. amount in BDT) 30.607 292.06.06.333.647 6.000 724.2012 30.2011 Revenue from Sales 1.181.142 268.350 29. BPDB has taken less electricity than previous year.712.001.06.515.489.050.713 Financial Expenses 277.139.008.935.697 External Sources of Cash: Long term loan-Net of Current Maturity Loan from other than Bank Short Term Loan Long Term Loan .185 Gross Profit 573. 4.000 724.950. EXPENSES & NET-INCOME" Main causes for decreasing profit for the period of 2011±2012 are the problems of Transmission Line.180. In general trend the demand of power increases during the Summer.862.630.141.668.010 281. amount in BDT) Particulars 30.711 DECLARATION ABOUT DECREASING PROFIT SHOWING IN "CAUSES FOR MATERIAL CHANGES IN INCOME.352 284.676 2. Provided that the problem of said Grid line now already solved.256.053.938 1.383.915 Workers' Profit Participant Funds 13.613 1.310.227.514.760.000 724.406.770.864. (3) Causes for Material Changes in Income.430.299 589.729.906 100.288.327 7.508 536.437.250 2.06.049.020.447 4.720. That is why net income decreased than previous year.141.607 292.914.06.800 2.011 281.800 3. 2013 (4) Seasonal Aspects: In the power sector of Bangladesh.732. 2. January 2011 to 2. SPCL does not require to pay custom duty.00 Dhaka-1216.2008 1. 2013 the Company has provide the following amount of advance to its associate & subsidiary: Name of the Related Party Petromax Refinery Limited Midland Power Company Limited Nature of Relation Subsidiary Associate Nature of Transection Advance Advance Balance 829.2013 HPSM (Project) 1. Rokeya Sarani. Income Tax. on 10.02.650. The Company has obtained following lease facilities during last five years: Name of institution Islami Bank Bangladesh Limited Islamic Finance & Investment Ltd. area code-70102 and as per Government rule this sector is fully VAT exempted from the date of June 11.) Period of Lease Youth Tower. Taxes Zone-2. Dhaka. under project loan as per Islami Sariah. Tax Zone-2.12.000 17% 11.600.440. Circle-5. 2009.000 HPSM (General) 45.06. (11) Operating Lease: The Company has established its head office on leased accommodation as under: Name of Office and Address Area (Sft.300.2011 certified that SHAHJIBAZAR POWER COMPANY LIMITED is a registered assessee-company of Companies Circle-5.2007 43..500 10. VAT: The Company has VAT registration number-7021044392. Type of loan Amount of loan Rate of return Sanction Date Amount of installment Outstanding Balance as on 30. SPCL has introduced workers profit participation fund from 2012-2013 as per requerment of Bangladesh Labour Law-2006.. Dhaka. Companies Circle-5.000 15% 26. Ltd. 822/2.000 (12) Financial Lease Commitment: There is no financial lease of Shahjibazar Power Co. Status Deputy Commissioner of Taxes. (9) Future Capital Expenditure: The Company has no plan to enter into any capital expenditure within next one year. Shahjibazar Power Co. Ltd.510.000. however.668. Assessment has been completed for the assessment year 2010-2011 under universal self-assessment scheme and tax paid in full for that year. Year wise income tax status of the Company is as under: Accounting Year Assessment Year 2010-2011 2011-2012 2009-2010 2010-2011 2008-2009 2009-2010 2007-2008 2008-2009 3. Income Tax: The TIN (Tax Payers Identification Number) of SPCL is 036-200-5998.) Rent per (Sft. (10) VAT.900 13.125. and Islamic Finance & Investment Ltd.792 376.(7) Loans Taken from or Given to Its Holding/Parent or Subsidiary/Associate Company: As per Audited Financial Statement June 30. SPCL is enjoying project loan form Islami Bank Bangladesh Ltd.02. The Company provides facilities and incentives to motivate employees for its continued profitability and prosperity.800 (13) Personnel Related Scheme: 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.000 523. Customs Duty or Other Tax Liability: 1.434 (8) Future Contractual Liabilities: The Company has no plan to enter into any contractual liabilities within next one year other than the normal course of business. Custom Duty: As per its production category. Bangladesh December 2013 Monthly Amount 25. Taxes Zone-2. 16 .826. 000 2.(14) Break Down of Expenses for Issue Manager and Underwriters: Detail of estimated Public Issue expenses are shown below: Particulars BSEC fees: Application Fee to Securities & Exchange Commission Consent Fee to Securities & Exchange Commission Fees related to listing with the stock exchanges: Application fee Annual Fee for DSE & CSE Basis of Calculation Amount in Tk.000 300.000 @Tk.000.000 300.000.000 each @ 0.000 (Estimated. 100 million and @ 0. to be paid at actual) 480.000 10.000 2.15% on the IPO amount 5.000 475.10% on collected amount (Estimated.15% on the rest of paid-up capital But not more than 2 million each Listing fee to DSE & CSE CDBL fees and expenses: Security Fee Documentation fee Initial public offering fee Annual Fee Connection Fee Commissions & expenses: Underwriting Commission 4.500 79.000 150. 10.000 400. 100.000 Pcs.500 @ 0.500 1.000 6.585.250 75.025% on total IPO @.860. to be paid at actual) Lump sum Bankers to the Issue Commission Manager to the Issue fee Expenses related to printing & publication: Abridged version of Prospectus and Notices Designs.000 @0. to be paid at actual) (Estimated.750 (15.000 200. to be paid at actual) (Estimated.25% on Tk. to be paid at actual) (Estimated 5. Printing of Prospectus and Forms Distribution & Collection of forms and Data Processing Lottery related expenses including BUET fee Distribution of allotment letters and refund warrants Total 792.50% on 50% of IPO amount @ 0.000 20.000. to be paid at actual) (Estimated. 000 90.).000 520.5HYDOXDWLRQRI&RPSDQ\·V$VVHWV 6XPPDU\WKHUHRI The Company made no revaluation of its assets and liabilities up to the date.590. 1. facts.000.590.06. that are discloseable have been suppressed that can change the terms and conditions under which the offer has been made to the public. (16) Transaction between Holding/Subsidiary or Associate Company: The transaction between SPCL & its subsidiary or associate company is as follows: Name of the Related Party Petromax Refinery Limited Midland Power Company Limited Nature of Transection Advance Advance Balance as on 30.000 The Company had subdivided the face value of its ordinary share from Taka 100/.590.2009 3.000 1.02.06..2012 666.000 ordinary shares Tk. Chartered Accountants DECLARATION REGARDING SUPPRESSION OF MATERIAL INFORMATION This is to declare that to the best of our knowledge and belief no information.10 each.590.180.000 divided in to 114.000 - - 80. Dated: Dhaka February 10.073.000. Sd/Feroz Alam Director & Managing Director 17 .2013 829.0590.000.668.141.013 Balance as on 30.000 69.000 360.2011 374.000.&$7(5(*$5'.118.212 238.is by passing a special resolution in its Extraordinary General Meeting held on 30th August 2009 and necessary amendment in capital clause of the Memorandum of Association and Articles of Association were made accordingly.000 90. 2013 Sd/Howladar Yunus & Co.000 90.000 - 360.000 90.708.725·6&(57.826. Details are as follows: Allotment Date In Memorandum As on 04-11-2007 As on 28-10-2009 As on 15-05-2010 As on 20-02-2011 As on 04.212 Nil Balance as on 30.000.1*$//270(172)6+$5(672352027(562563216256+$5(HOLDERS AND DIRECTORS FOR ANY CONSIDERATION OTHER THAN CASH This is to certify that the paid up capital of Shahjibazar Power Co.2013 Total In cash (Taka) Basis Other than in cash (Taka) Total Amount (Taka) Bonus Share (Taka) 80.590.000 450. as on February 10. Ltd.744.238.to Taka 10/.180.06.361 Nil Balance as on 30.2010 68.000 520.434 Balance as on 30.06.06. 2013 was Tk.000.792 376.000 Nil $8'.141.694. circumstances. Youth Fashion Ltd. Feroz Alam. Shamsuzzaman Director Director 18. Chowdhury Apparels (Pvt. Midland Knitwear Ltd. the Managing Director of SPCL declared that.K.11. Liberty Knitwear Ltd.DIRECTORS & OFFICERS Date of Becoming Director for the First Time Expiry of Current Term 4. Comfit Composite Knit Ltd. Family Relation between Directors and Top Five Executives: There is no family relationship between directors and officers. A-One Polar Ltd. Family Relationship among the Directors: There is no family relationship among the Directors. Apparel Marketing & Trading Network Ltd.2007 Next AGM 4.K. Power Vantage Wear Ltd. Grey Stone Sweater Ltd. Micro Fiber Ltd.M Badiul Alam Md. However. Youth Garments Ltd. Youth Fashion Ltd. Petromax Refinery Ltd. Comfit Composite Knit Ltd. Position Chairman Chairman Chairman Chairman Chairman *Managing Director *Managing Director *Managing Director *Managing Director *Managing Director Director Director Director Chairman Chairman Chairman Chairman Chairman Director Director Director Director Managing Director Managing Director Managing Director Managing Director Managing Director Experience 29 years 29 Years 21 Years 26 years 23 years * In this concern Mr.) Ltd.2007 Next AGM A. Islamic Finance & Investment Ltd. Petromax Refinery Ltd.11. 18 . Feroz Alam.01.11.2009 Next AGM Next AGM Name Designation Rezakul Haider Feroz Alam Involvement of Directors with other Organizations: Name Age (Year) Designation with SPCL Rezakul Haider 57 Chairman Feroz Alam 56 Director & Managing Director Anis Salahuddin Ahmad 47 Director A. Garments Export Village Ltd. Shamsuzzaman 51 Director Entities where they Have Interest Petromax Refinery Ltd. Youth Garments Ltd.M Badiul Alam 52 Director Md.) Ltd. Orbital Accessories Ltd.2009 18.2007 Next AGM Anis Salahuddin Ahmad Chairman Director & Managing Director Director 4. he will retire/resign from the post of Managing Director of the aforesaid companies in the next Annual General Meeting.01. Comfit Composite Knit Ltd.) Ltd. Eden Multi Care Hospital (Pvt. Chowdhury Apparels (Pvt. Shirts Mine Ltd. Petromax Refinery Ltd. Orient Chem-Tex Ltd. Petromax Refinery Ltd. the Managing Director of the Company is one of the Directors of the Board. After completing his graduation under Chittagong University he engages himself in business. He has taken Bachelor of Textile Science & Technology & post Graduate diploma in industrial Management. India. colleges and different social welfare organizations by his active participation and generous donations. Singapore and many other countries. He was engaged in different types of local and international businesses. He has taken Graduation Degree under Chittagong University. Anis Salahuddin Ahmad . Mr. France. Mr. India. including America.Director & Managing Director: Feroz Alam.K. Mr. Feroz Alam . Italy.Director: Mr. Japan. Australia. Mr. He traveled many countries of America. . Mr. China. inquisitiveness. China. He became a successful business man within short time of his business career with his sincerity. Badiul Alam. Power Generation. Alam acquired vast experience in textile trading and other manufacturing business through his business career. Europe and Asia to enrich his knowledge and experience. is the Director of the Company. aged 57. Md. diversified analytical power. CIB REPORT: Neither Shahjibazar Power Co. He has taken higher diploma from abroad. He traveled many countries of America. He was engaged in different types of local and international businesses. A. aged 47. Shamsuzzaman is associated with and donor of many schools. magazine and internet. is the Director of the Company. Shamsuzzaman acquired vast experience in textile. Alam has been associated with and patrons many schools. have given him an inbuilt power to visualize and fore see the changes in business trends in future which. aged 52. 19 . Mr. very clear conception about technical matters and inherent capability of solving practical problems. Hong Kong. German. he has gathered vast knowledge experience in textile business of all kinds. Petrochemical in terms of manufacturing. During his long tenure of business career. Haider has been associated with and patrons many schools. Srilanka. honesty. Shamsuzzaman. Ltd. He has traveled many countries including USA.Chairman: Rezakul Haider. Europe and Asia to enrich his knowledge and experience.K. colleges and different social welfare organizations. Alam is associated with and donor of many schools. Malaysia. colleges and different social welfare organizations by his active participation and generous donations. Chittagong. Mr. is the Director of the Company. He started his career as a business man after his education. U.M. He has been engaged in different types of local and international businesses and acquired vast experience in textile trading and other manufacturing business through his long twenty eight years of business career. He has taken Master Degree in Management from the University of Dhaka. Japan. He traveled many countries of America. marketing and controlling the overall operations. Chemicals trading and other manufacturing business through his 24 years of business career.M Badiul Alam . Saudi Arab. Ahmad has been associated with and patrons many schools. He keeps himself well acquainted with the ever changing international business scenario of the Globe by his habitual study of relevant papers.Director: Md. He started his career as a business man after his education. aged 51. Korea. Mr. Europe and Asia to enrich his knowledge and experience in his career. He started his career as a business man in 1982. He started his career as a service man in a reputed textile trading house and later on he switched over to business profession in 1985. Thailand. Extensive business tours in many countries. A. Italy. Director & Managing Director of the Company born in well-known family in 1956 in Sandwip. aged 56 years.SHORT BIO-DATA OF THE DIRECTORS Rezakul Haider . Singapore. colleges and different social welfare organizations. Germany. Korea. UK. Ahmad acquired vast experience in textile trading and other manufacturing business through his many years of high profile services and business career. Austria.K. is the Chairman of the Company. nor any of its sponsors or directors or shareholders who hold 5% or more shares in paid-up capital of the issuer is loan defaulter in terms of the CIB report of the Bangladesh Bank. colleges and different social welfare organizations by his active participation and generous donations. Shamsuzzaman . enables him to take strategic decisions and diversifications in business ventures to keep the investment safe and secured. Md. Alam has been an extra ordinary Business character in the contemporary business and industrial arena of the Country. France. Pakistan to enrich his knowledge and experience in Trade and Business.Director: Anis Salahuddin Ahmad. M 01. barring. children.580 138.Sc.076 Net Transaction 163.082. INVOLVEMENT OF DIRECTORS AND OFFICERS IN CERTAIN LEGAL PROCEEDINGS No director or officer of the Company was involved in any of the following types of legal proceedings in the past ten years: 01 02 03 04 Any bankruptcy petition filed by or against any company of which any officer or director of the issuer company filling the prospectus was a director.2007 01.430. organization.1982 Engr. Hafizur Rahman Executive Director Engr. (e) Any transaction or arrangement entered into by the issuer or its subsidiary for a person who is currently a director or in any way connected with a director of either the issuer company or any of its subsidiaries/holding company or associate concerns. trust.826. Shariful Islam DGM (O&M) Md.668.421 (56.238. Any conviction of director. Interest and facility is already disclosed in executive compensation of the prospectus. suspending or otherwise limiting the involvement of any director or officer in any type of business. Engineer (Mechanical) MBA (Finance & Accounts) LL.000 per year for his services rendered to the Company as a Managing Director.152. Engineer (Mechanical) B. (g) Any director holding any position.K M Badrudozza & Saha Kutub Uddin Legal Adviser B.2007 04.2010 15.Sc.152.000 24. except as mentioned in note no. judgment or decree of any court of competent jurisdiction against any director. Feroz Alam. officer or partner at the time of the bankruptcy. Ltd Comfit Composite Knite Ltd.01. sisters.600.01. (d) Any member of the immediate family (including spouse. Engineer (Mechanical) B. (c) Any person owning 5% or more of the outstanding share of the issuer.755) Balance as on June 30. who is receiving Tk. Manager (O&M) Md. brothers. (b) Any director or officer. Imrose Islam Manager (O&M) Bhulon Bhowmik CFO & Company Secretary A.792 376. or who was a director or connected in any way with a director at any time during the last three years prior to the issuance of the prospectus.2008 01.Sc. Insurance etc. (h) There were no facilities whether pecuniary or non-pecuniary enjoyed by the directors other than dividend declared by the Company except Mr. 3.434 (56. securities or banking activities.212 238.866) 325. in any company. 20 .PARTICULARS OF TOP EXECUTIVES/OFFICERS Name of the Officers Position Educational Qualification Date of Joining Feroz Alam Director & Managing Director Bachelor of Arts 01.866) 325.Sc.00 (Related Party Transaction) of the $XGLWRUV¶5HSRUW Name of the Related Party Petromax Refinery Limited Midland Power Co. Any order of the Bangladesh Securities and Exchange Commission or other regulatory authority or foreign financial regulatory authority suspending or otherwise limiting the involvement of any director or officer in any type of business of securities or banking activities.302. (f) The Company did not take or give any loan from or to any director or any person connected with any director nor did any director or any person connected with any director. Any order. Tamiz Uddin Sr. Engineer (Mechanical) B.2007 Last Five <HDUV·([SHULHQFH Worked as Managing Director at Youth Group Worked as Executive Director at Youth Group Worked as Sr.013 31. Office Rent Islamic Finance & Investment Limited Nature of Transaction Advance Advance Short Term Loan Administrative Expenses Long Trem Loan Net Transaction Previous Balances 666. 2013 829. Worked As Senior Manager at Youth Group Worked as Adviser at Bank.000 (7. apart from being a director in the issuer company.11. parents. society. Manager at Comtex (BD) Ltd. Manager at Youth Group Worked as Dy. or proprietorship or partnership firm. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS The Company does not have any transaction during the last two years or any proposed transaction between the issuer and any of the following persons as under.09.01. 'LUHFWRUV·)DFLOLWLHVGXULQJ3URVSHFWXV3XEOLFDWLRQ: Facilities whether pecuniary or non-pecuniary enjoyed by the Directors will remain unchanged during the publication period of the Prospectus. and in-laws) of any of the above persons. officer permanently or temporarily enjoying. Shareholder Director. officer in criminal proceedings or any criminal proceedings pending against him.044.2009 04.744.01. Manager at Youth Group Worked as Asst.257.11. 33.321 Apart from that the Company neither entered into any transaction nor proposed any transaction during the last 02 (two) years between the issuer and any of the following persons: (a) Any director or executive officer of the issuer. 600. 2012 Designation Feroz Alam Engr.) Ltd. Mr. 2013 June 30.537.000 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.660 Aggregate Amount of Remuneration Paid to Directors and Officers as Per Audited Financial Statement: Sl. 2013 June 30. June 30. 2013 for his services rendered to the Company as a managing director and the Company has not received anything from its promoters except fund against allotment of shares. 3.600.200.441. 2012 Name Managing Directors Remuneration Directors Remuneration Salary Paid to Executive & Employees 3. 01 02 03 04 05 Name Remuneration/Salary(in BDT) June 30. 2013: Name of Board of Directors Designation Feroz Alam Total ¾ ¾ Managing Director Remuneration 3.000 2.420 1.600. No.983 Directors Fees & Remuneration as Per Audit Report. 21 .384.000 2.076 814. Pay Increase Intention: SPCL has no intention to substantially increase the remuneration paid to its directors and officers in the current year. Imrose Islam Director & Managing Director Executive Director DGM (O&M) Sr. SPCL has provide Tk.000 1.858.000 7. 325.) Ltd. 3URPRWHUV·$VVHWWR&RPSDQ\: Directors and subscribers to the memorandum have not transferred any asset to the Company. DIRECTORS AND EMPLOYEES The Company has not offered any option for issue of shares to any of the officers. 2013 as head office rent to Chowdhury Apparels (Pvt. directors and employees or to any outsiders. Feroz Alam the Managing Director of SPCL. respectively. Manager (O&M) Manager (O&M) 3.000 4.980 1.600.600. Hafizur Rahman Engr.020 3. Shariful Islam Md. are also the Chairman and Managing Director of Chowdhury Apparels (Pvt.400. OPTION GRANTED TO OFFICERS. There is no contract with any director/officer for future compensation.600. Feroz Alam amounting Tk. TRANSACTIONS WITH THE DIRECTORS AND SUBSCRIBERS TO THE MEMORANDUM Benefit from the Company: The directors and subscribers to the memorandum have not received any benefit except dividend and remuneration by Mr.EXECUTIVE COMPENSATION Remuneration/Salary Paid to Top Five Salaried Executives in the Last Accounting Period: Sl.000 2.000 for the year ended June 30.600. 01 02 03 Remuneration/Salary(in BDT) June 30.192 857. No. Tamiz Uddin Md.233 3.000 3. the Chairman of SPCL and Mr. Rezakul Haider.079.000 for the year ended June 30..518. 21 29.400.261.000 12.842.508 536.000 14.246.21 4.203.001.62 54.272 5.12 15.531 Net Tangible Assets Number of Ordinary Shares Outstanding of Tk.000 4.000 1. A B C=(A-B) D E=(C-D) F G=(E/F) As per Audited Financial Statement June 30.142 186.268.600.568.725·6&(57.118.480.800. Akbor Haider 8 Mr.820.107 313.21 4. 2014 Dhaka 2:1(56+.595.247. Rezina Alam 10 Mr.000 62.772. Plant and Equipment (WDV) Biological Assets Investment-at Cost Investment-Midland Power Co.000 4.1*1(77$1*.659.887 144.000 4.888.74 We have examined the above calculation of Net Tangible Assets Value Per Share of Shahjibazar Power Company Limited as on 30th June.099 30.025.076 49.745 7.&$7(5(*$5'.782.00 Each Net Tangible Assets Value Per Share 2.44 96.408.480. No.000 10.647 2.(6 Sl.800 41.934 381. Shamsuzzaman Total share holdings by the directors Share holdings by the sponsors 6 Ms.274.745 3.800. No.600. Feroz Alam 3 Mr.000 4.831.884 986.7.94 8.000.800. A.000. 10.888.400.473 130.000 4.000 11. Faisal Alam 11 Mr. Israt Azim Ahmad Total share holdings by the sponsors Sponsor Sponsor Sponsor Sponsor Sponsor Sponsor Sponsor Total share holdings by the directors & sponsors Share holdings by other than directors & sponsors (209 No.00 Share holdings by the directors 1 Mr. (Associate) Current Assets Inventories Accounts Receivables Advance.88 114.886.000 100.000 33.000 9.886.32)7+(&203$1<·66(&85. Rezakul Haider 2 Mr.).000 84.000 4.800. Shahida Alam 7 Md.21 4.68 4.000 18. Faridul Alam 9 Mr.121 468.800.465 5.600 629. 2013 Amount in BDT Particulars Non-Current Assets Property.118.994. Anis Salahuddin Ahmad 4 Mr.440.Badiul Alam 5 Md. Chartered Accountants Dated: February 02.M.K. 2013 and found correct.683.21 4.214 114.628 2.000 4.887.78 Director & Managing Director Director Director Director 12. Sd/Howladar Younus & Co.293.21 4.800.813 7.374.228.21 4.118.732.505 876. Name of the Share Holder Position Share Holding Percentage (%) Chairman 13.389.912 123. Asgor Haider 12 Ms.071. Ltd.800.41 12. Deposits and Prepayments Cash & Bank Balance Goods in Transit Total Assets Intangible Assets Total Tangible Assets Non-Current Liabilities Long Term Loan-Net of Current Maturity Loan from other than Bank Deferred L/C Liabilities Current Liabilities Short Term Loan Long Term Loan-Current Maturity Sundry Creditors Liabilities for Expenses Liabilities for Goods Supply L/C Liabilities Total Liabilities 6.%/($66(769$/8(3(56+$5( The calculation of Net Tangible Assets Value per Share excluding Deferred Revenue Expenses & Preliminary Expenses is as follows: Sl.081 129.950.$8'.94 10.000 22.596 108.815.s) Total 22 Share Share Share Share Share Share Share Holder Holder Holder Holder Holder Holder Holder .525.386. 12 3.78 Ordinary Share 12.000 4.71 .800.36 49.60 12.21 4.000 96.000 124.21 4.000 10. Name Shareholdings by the directors 1 Mr.480.06.94 8. Faridul Alam 9 Mr.800.000 300.000 9.79 26.Badiul Alam 5 Md.000 14.02% SHAREHOLDERS SHAREHOLDING OF 5.600.800.000 124.400. Feroz Alam 3 Mr.79 3.440.000 0.800.600.79 3. Feroz Alam Mr.000 4.480.000 11.000.79 3.000.50 75. Rezakul Haider Chairman Director & Managing Director Director Director Director Ordinary Share 13. SEC/CMRRCD/2009-193/119/ADMIN/34 DATED NOVEMBER 22.21 4.79 3.000 11.800. Shamsuzzaman COMPLAINCE OF SEC NOTIFICATION NO.21 4.04% Tamiz Uddin Sohoarwardy Plant Engineer 20. 2011 Sl.M.94 8.800.000 62. of Shares Amount in Taka Percentage (%) Mr.21 4.000 10.800. Anis Salahuddin Ahmad 4 Mr. Rezina Alam 10 Mr.000 100.480.94 Ordinary Share Ordinary Share Ordinary Share 12.K.000 10.21 4.400.44 84.000 10.21 4.84 12.41 12. Rezakul Haider 2 Mr.00 % OR MORE OF THE COMPANY There is no shareholders shareholding of 5% or more except the followings: Name of Shareholders Status Class of Share No. Badiul Alam Md.94 9. Faisal Alam 11 Mr.000 0.000 134.000 10.K. No.000 4.57 11.21 29.80.79 3.94% Bhulon Kumar Bhowmik CFO & Company Secretary 46.000 33.000.800.600. A. Asgor Haider 12 Ms.000 4.000 144.000 4.62 Mr.78 10. Anis Salahuddin Ahmad Mr. A.000 96.000 14.000 124.84 7.400. Israt Azim Ahmad Total shareholdings by the sponsors Total shareholdings by the directors & sponsors Share Holding Position Chairman Director & Managing Director Director Director Director Sponsor Share Holder Sponsor Share Holder Sponsor Share Holder Sponsor Share Holder Sponsor Share Holder Sponsor Share Holder Sponsor Share Holder 23 % of Share Holdings Before IPO % of Share Holdings after IPO 13.41 12.2013 Name of Executives Designation Shareholding Amount Percentage (%) Feroz Alam Director & Managing Director 124.M.NO OFFICER/EXECUTIVE EXCEPT THE FOLLOWINGS HOLDS ANY SHARE OF THE COMPANY INDIVIDUALLY OR AS A GROUP AS AT 30.68 9.800.000 4. Shahida Alam 7 Md.480. Akbor Haider 8 Mr.000 9.62 54.800.400.440.79 3. Shamsuzzaman Total Shareholdings by the directors Shareholdings by the sponsors 6 Ms.000 4. 556.000.108.683.059.950.382 536.950.23/3 Lower PE Between 14. 2013 Amount in BDT Amount in BDT Particulars A B C=(A-B) D E=(C/D) Method-2: Non-Current Assets: Property.87% 67.772.888.115.000 1.465 3.228.000 Weighted Average Earnings Per Share (EPS) 2.781.815.397.659.2009 No.886.887 144. Consolidated NAV Per Share NAV Per Share of SPCL As per Audited Financial Statement June 30.61 X 12.06.094 2.000 1.06.001.822.846.333.107 313.39 CALCULATION OF METHODOLOGIES: Method-1: Net Asset Value (NAV) Per Share: Sl.596 108.121 1.65% 24.614 113.2013 30.000 105.274.943.476 49. November.236.39 24 . 25 each (including a premium of Tk.272 5.000 22.831.2011 30.232.DETERMINATION OF OFFERING PRICE The offering price of ordinary shares of Shahjibazar Power Co.994.36 3.349 114.419.794 5.61 Last 03 Months (October.133.842.000 252.975.444 1.036 2.884 986.480 1.934 381. December 2013) =(12.118.628 882.142 186.458.79 =12. November.887 3.389.06. 10. No.194 74.195 353. (SPCL) based on Fixed Price Method is Tk.246.389.246.257 286.79 & 12.112.656 26.003.420.800 41.000.056.139.772.882 211.348 100.208.098.41 =12.842 273.191.434.162. November.992.41) 32.883.220. Ltd.365 207.059.000 96.227.076 49. Ltd.42+12.118.38/3 Average Price Earnings of Fuel & Power Sector (October.782.86 67. (Associate) Current Assets: Inventories Accounts Receivables Advance.00% 297.41 Historical Earnings Based Value Per Share (2.099 30.531 2.386.887.759. of Shares Net Profit after Tax Weight of No.06.000.081 129.74 2.647 2.06.525. December 2013) =(14.025.53% 24.505 876.408 130.152.90)/3 =37.852 123.748. Deposits and Prepayments Cash & Bank Balance Goods in Transit Total Assets Non-Current Liabilities Long Term Loan-Net of Current Maturity Loan from other than Bank Deferred L/C Liabilities Current Liabilities Short Term Loan Long Term Loan-Current Maturity Sundry Creditors Liabilities for Expenses Liabilities for Goods Supply L/C Liabilities 6.820.700.91+11.53% 22.85 Number of Ordinary Shares Outstanding of Tk.93 70.287.595.000 1.07)/3 =44. 10 each) has been justified as follows: Method-1: Method-2: Particulars Net Assets Value (NAV) Per Share Historical Earnings Based Value Per Share Amount in BDT 22.566.745 3.628 2.000 105.365 9.835.081 - Total Liabilities Net Asset 5.273.408.473 130.464 186.118.42% 1.000.912 123.00 Each Net Asset Value Per Share Historical Earnings Based Value Per Share: Average Price Earnings of Overall Market (October.800 41. of Shares =14.293.279.994.600 629.58 428. Plant and Equipment (WDV) Biological Assets Investment-at Cost Investment-Midland Power Co. December 2013) Lowest PE Between Average Market and Industry PE (As Per DSE Review) 12.402.261.546.000 8.2010 30.934 381.574.268.813 7.08+15.41 Year 30.18 89.121 468.732.711 397.247.508 536.41 Weighted Average of Net Profit after Tax 114.374.071.793.856.568.568.2012 30.74 32.91 Total Number of Shares before IPO 114.214 114.736. 15 per share for face value of Tk.000 24.203.23+15.118. c) No dividend shall be payable except out of profits of the Company or any other undistributed profits. Chittagong DECLARATION ABOUT LISTING OF SHARES WITH THE STOCK EXCHANGE(S): None of the stock exchange(s). Articles of Association of the Company and other relevant rules in force. In case of non-refund of the subscription money within the aforesaid fifteen days. 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 GD\V¶WLPH SHULRGDOORZHGIRUUHIXQGRIWKHVXEVFULSWLRQPRQH\´ Trading and settlement regulation of the stock exchanges shall apply in respect of trading and settlement of the share of the Company. the Company shall not change any fee for registering transfer of shares. Subject to the provisions of the Companies Act. Dividend Policy a) The profit of the Company. 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. Shareholders shall have the usual voting right in person or by proxy in connection with. Voting. DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED Dividend. 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. to the subscribers concerned. 1994. 1994 and the Articles of Association of the Company. if for any reason. 1080 Sk. the Company directors. in addition to the issuer company. e) A transfer of shares shall not pass the right to any dividend declared thereon before the registration of transfer. The issue manager. Agrabad. from time to time. 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. or from the date of expiry of the said 75 (seventy five) days. b) No larger dividend shall be declared than is recommended by the directors. if any. shall be collectively and severally liable for refund of the subscription money. the shares. with interest at the rate of 2% (two percent) per month above the bank rate. such holders of Securities shall be entitled to convert such securities into ordinary shares if it is so determined by the Company. as the case may be. Motijheel C/A. 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. d) The directors may. minors or persons of unsound mental health. 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. f) There is no limitation on the payment of dividend. in addition to the issuer company. The declaration of Directors as to the amount of net profit of the Company shall be conclusive. selection of directors & auditors and other usual agenda of General Meeting±Ordinary or Extra Ordinary. pay the members such interim dividend as in their judgment the financial position of the Company may justify. Mojub Road. Dhaka Stock Exchange Limited (DSE) 9/F. grants listing within 75 days from the closure of subscription. among others. No transfer shall be made to firms. of the Company are freely transferable. shall be divisible among the members in proportion to the capital paid up on the shares held by them respectively. Dhaka-1000 And Chittagong Stock Exchange Limited (CSE) CSE Building. Conversion & Liquidation Right If the Company at any time issues convertible preference shares or debenture with the consent of BSEC. but the Company in its General Meeting may declare a smaller dividend. Dividend shall not carry interest as against the Company.MARKET FOR THE SECURITIES BEING OFFERED The issuer shall apply to the all the stock exchanges in Bangladesh within 7 (seven) working days from the date of consent accorded by the Commission to issue prospectus. 25 . whichever comes later.480. has not issued any debt securities and has no plan to issue within next six months.2010 4.2011 04.00 per share Total Paid-Up Capital after IPO 5.000 15. who have subscribed to the shares of the Company within immediately preceding two years of according consent. Rezakul Haider 2 Mr.000 LOCK-IN PROVISION OF SHARE All issued shares of the issuer at the time of according consent to the public offering shall be subject to a lock-in period of three years from the date of issuance of prospectus or commercial operation. 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.000 4.02.000.000 26 Percentage (%) 13.000 9.000 4.94 3 Years 12.800.000 15. audited as well as un-audited.118. Israt Azim Ahmad Total Shareholdings by the sponsors Position Share Holding Chairman Director & Managing Director Director Director Director Sponsor Share Holder Sponsor Share Holder Sponsor Share Holder Sponsor Share Holder Sponsor Share Holder Sponsor Share Holder Sponsor Share Holder Total Shareholdings by the directors & sponsors Shareholdings by other than directors & sponsors Total shareholdings by other than directors & sponsors Total Lock-in Period 15.000 1.000 4. 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.000 1. 10. Feroz Alam 3 Mr.000 15.44 3 3 3 3 3 3 3 114.05.000 9.2010 10.000 18. Asgor Haider 12 Ms.440. DEBT SECURITIES Shahjibazar Power Co.88 100 Years Years Years Years Years Years Years 3 Years 1 year .K.000.2010 15.02.800.141.180.12 7.118.400.000 96.000 4.05.41 12. FINANCIAL STRUCTURE (Amount in BDT) Authorized Capital Issued & Fully Paid-Up Capital: Issued as on 04-11-2007 (as per MOA) Issuance of new ordinary shares dated 28-10-2009 Issuance of bonus share dated 15-05-2010 Issuance of new ordinary shares dated 20-02-2011 Issuance of bonus share dated 04-02-2013 Total Paid-Up Capital before IPO IPO (Initial Public Offering) 12.000 126. Ltd.2010 10.94 7. shall be subject to a lock-in period of one year from the date of issuance of prospectus or commercial operation.480.21 4.15.05.2010 15. Shahida Alam 7 Md. Akbor Haider 8 Mr.05.21 4.21 29.000 9.21 4.000 62.21 4.2010 15.2013 84. Faridul Alam 9 Mr.000 Share Holder Date of Acquisition 20. Shamsuzzaman Total shareholdings by the directors Shareholdings by the sponsors 6 Ms.980. The Directors shall present the Financial Statements as required under the law and International Accounting Standards. Anis Salahuddin Ahmad 4 Mr.21 4.000 4.800. Name of the Share Holder Shareholdings by the directors 1 Mr.21 4.Badiul Alam 5 Md.059. Faisal Alam 11 Mr. published by the Company from time to time.800.78 3 Years 12.Other Rights of Stock Holders The shareholders shall have the right to receive all periodical reports and statements.800.2010 15. all shareholders shall be entitled to it in proportion to their shareholdings on the date of book closure for the purpose. A.94 15.680. Sl.05. whichever comes later. In case of any declaration of stock dividend by issue of bonus shares.05.05. Financial Statements will be prepared in accordance with International Accounting Standards.2010 15.000.600.05. Provided that the persons.94 8.000 14.000 ordinary shares of Tk.00 each including a premium of Tk. Rezina Alam 10 Mr.000 4.000 360.M.059.05.267.2010 15. other than Directors and those who hold 5% or more.05.000.2010 11.68 3 Years 3 Years 3 Years 4.05.05.000 90.590.000 90.62 54.800.2010 15.400. No.590.800.000. 1994.600.000 33.800.000 80.2010 15.00 each at an issue price of 25.000 520.000. D. 2010.REFUND OF SUBSCRIPTION MONEY As per SEC Notification Dated February 9. the issuer shall refund application money to the unsuccessful applicants of the public offer by any of the following manner based on the options given by the applicant in the application form. (5) In case of under-subscription of the public offering. the unsubscribed portion shall be added to the general public category and. the issuer and the issue manager shall jointly conduct an open lottery of all the applicants added together. by the Bangladesh Securities and Exchange Commission. or through a nominee by paying out of foreign currency deposit account maintained in Bangladesh or in Taka.680. 1(b). A compliance report in this regard shall be submitted to the Commission within 7 (seven) weeks from the date of closure of subscription. through Account Payee Cheque/ Refund Warrants ZLWKEDQNDFFRXQWQXPEHUEDQN¶VQDPHDQGbranch as indicated in the securities application forms payable at Dhaka/ Chittagong/ Khulna/ Rajshahi/ Barisal/ Sylhet/ Bogra.200. and the applicants. as the case may be. & 1(c) shall be offered for subscription and subsequent allotment by the issuer.7KURXJKEDQNLQJFKDQQHOIRURQZDUGGHSRVLWRIWKHUHIXQGPRQH\LQWRWKHDSSOLFDQW¶VEDQNDFFRXQWDVSURYLGHGLQ the respective application form for subscription. if after such addition.000. supported by foreign currency encashment certificate issued by the concerned bank.608. refund to the unsuccessful applicants shall be made in the currency in which the value of securities was paid for by the applicants without any interest.000 31.000 7. which may be imposed. refund amount of those applicants will be directly credited into the respective bank accounts as mentioned in their IPO Application Forms. subject any restriction. Within the same time.000 (2) All as stated in 1(a).700.000 12.000 1. & 1(c) the issue manager shall conduct an open lottery of all the applications received under each category separately in accordance with the letter of consent issued by the Bangladesh Securities and Exchange Commission.536.) 2. if there be any.700.IWKHDSSOLFDQWV¶EDQNDFFRXQWVDVPHQWLRQHGLQWKHLU IPO Application Forms are maintained with the Bankers to the Issue and other banks as mentioned below. there is over subscription in the general public category. among others. the date and amount remitted with details of the bank through and to which bank VXFKUHPLWWDQFHKDVEHHQHIIHFWHG´ SUBSCRIPTION BY AND REFUND TO NON -RESIDENT BANGLADESHI (NRB): 01 A Non-Resident Bangladeshi shall apply either directly by enclosing a foreign demand draft drawn on a bank payable at Dhaka. 1(b).000 190.400. No.000 317.268. AVAILABILITY OF SECURITIES (1) Securities: Sl.000 63. 03 Refund against oversubscription shall be made in the currency in which the value of securities was paid for by the applicant through Account Pa\HHEDQN FKHTXHSD\DEOH DW 'KDND ZLWKEDQN DFFRXQW QXPEHU %DQN¶V QDPH DQG%UDQFKDVLQGLFDWHGLQWKHVHFXULWLHVDSSOLFDWLRQIRUP. the Stock Exchanges. for the value of securities applied for through crossed bank FKHTXHPDUNLQJ³$FFRXQW3D\HHRQO\´ 02 The value of securities applied for by such person may be paid in Taka or US Dollar or UK Pound Sterling or EURO at the rate of exchange mentioned in the securities application form. (4) In case of under-subscription under any of the 10% categories mentioned in clause 1(a). or (b) Through issuance of refund warrant in the name and address of the applicant as provided in the respective application form for subscription: 3URYLGHG WKDW LQ FDVH RI GHSRVLW LQWR WKH DSSOLFDQW¶V EDQN DFFRXQW WKH DSSOLFDQW ZLOO EHDU WKH DSSOLFDEOH VHUYLFH FKDUJH LI DQ\ RI WKH DSSOLFDQW¶V EDQNHU DQG WKH LVVXHU VKall simultaneously issue a letter of intimation to the applicant containing.000 31. Allotment The Company shall issue share allotment letters to all successful applicants within 5 (five) weeks from the date of the subscription closing date. from time to time.000 1. 1(b). 27 . (3) In case of over-subscription under any of the categories mentioned in clause 1(a). the unsubscribed portion of securities shall be taken up by the underwriter(s). (6) The lottery as stated in clause (4) and (5) shall be conducted in presence of representatives from the Issuer. (a) (b) (c) (d) Securities 20% ordinary shares Number of Shares of IPO are reserved for affected small investors 10% ordinary shares of IPO are reserved for Non-Resident Bangladeshis 10% ordinary shares of IPO are reserved for Mutual Funds and Collective Investment Schemes registered with the Commission 60% ordinary shares of IPO are reserved for General Public Total Total Amount (Tk.268. The IPO subscription money collected from investors (other than Non-Resident Bangladeshis) by the Bankers to the issue will be remitted to the Issuer &RPSDQ\¶V Short Notice Deposit Account No. together with remittance for the full amount payable on application. Saudi Arabia.. 11. Principal Branch. or from the Bankers to the Issue. 10. Ltd. for the value of securities applied for. Application Forms and the Prospectus may be obtained from the registered office of the Company. Bahrain. In case adequate forms are not available. 07. In case an applicant makes more than two applications. 15% (fifteen) of the application money will be forfeited by the Commission and the balance amount will be refunded to the applicant. 05. all applications will be treated as invalid and will not be considered for allotment purpose. An applicant cannot submit more than two applications. The applicant shall provide with the same bank account number in the application form as it is in the BO account of the applicant. in which the value of shares. Applications from insurance. Application for shares may be made for a minimum lot of 200 (Two Hundred) ordinary shares to the value of Tk. Kuwait. minors or persons of unsound mind. Dhaka for the purpose. members of the Dhaka stock Exchange Ltd. was paid by the applicant. Issue Manager. The applicants who have applied for more than two applications using same bank account. Copies of application form and prospectus shall be available with Bangladesh Embassy/High Commission in USA. drawn on a bank payable at Dhaka or through a nominee (including a bank or a company) by paying out of foreign currency deposit account maintained in Bangladesh. The cheque/pay order/bank draft shall be made payable to the bank to which it LVVHQWDQGEHPDUNHG³Shahjibazar Power Co. 06. shall be lodged by investors other than non-resident Bangladeshis with any of the branches of the bankers to the issue. 13. Malaysia and South Korea and on the web sites of the Issuer Company. one in his/her own name and the other jointly with another person. applicants may use photocopied/cyclostyled/handwritten/typed copies of the forms. Any application not meeting the criterion will not be considered for allotment purpose. 04. Refund against over subscription of shares shall be made in the currency.000. In the case of a joint application each party must sign the application form. UK. Payment for subscription by investors other than non-resident Bangladeshi may be made to the said branches/office of the banks mentioned below in cash/cheque/pay order/bank draft. Bangladeshi nationals (including non-resident Bangladeshis residing/working aboard) and foreign nationals shall be entitled to apply for shares. 00336000964 with Bank Asia.00 (Five Thousand) respectively DQGVKRXOGEHPDGHRQWKH&RPSDQ\¶VSULQWHG application forms. applied for. 09. All completed application forms. the allotted security may be forfitted by BSEC. US Dollars. The value of securities applied for may be paid in Taka.´ and shall bear the crossing ³$FFRXQW 3D\HH Only´DQGPXVWEHGUDZQRQDbank in the same town of the bank to which application form is deposited. financial and market intermediary companies and limited companies must be accompanied by Memorandum and Articles of Association. A non-resident Bangladeshi (NRB) shall apply against the IPO either directly by enclosing a foreign demand draft. Shares application form against the quota for NRB shall be sent by the applicant directly along with a bank draft or cheque to the Company at its registered office. Qatar. 08. Joint application form for more than two (2) persons will not be accepted. 02.APPLICATION FOR SUBSCRIPTION 01. 03. 5. In addition. DSE. UAE. An IPO applicant shall ensure his/her BO account remains optional till the process of IPO (including securities allotment or refund of IPO application) is completed. Application must be in full name of individuals or limited companies or trusts or societies and not in the name of firms. Chittagong Stock Exchange Ltd. CSE and the BSEC. Oman. The subscription money collected from Non-Resident Bangladeshis in US Dollars or UK Pounds or EUROs shall be deposited to WKUHH . 12.. If any BO account mentioned in the IPO application is found closed. UK Pounds or EURO at the spot buying (TT Clean) rate of exchange prevailing the date of opening of subscription. Application must not be for less than 200 (Two Hundred) shares. their application will not be considered for lottery and the Commission will forfeit 15% (fifteen) of their subscription money too. No. In the case of over subscriptions of securities of the NRB applicants. refund shall be made by the Bank Asia Ltd. out of the FC accounts and shall close thes FC accounts after refund of over subscription if any.³)&$FFRXQWV opened by the Company for IPO purpose as follows: Sl. Bank and Branch 01 FC A/C USD 00342000408 Bank Asia. Dhaka 02 FC A/C GBP 00342000409 03 FC A/C EURO 00342000410 14. Applications not in conformity with the above requirements and the instruction printed on the application form are liable to be rejected. Principal Branch. 28 . Name of the Accounts Accounts No. 00 (including premium Tk.250 9. 2.500 19.812.906. Eunoos Trade Center. Dhaka First Security Islami Capital & Investment Limited Alamin Centre (12th Floor). 4.250 792. the Company/Issuer will be under no obligation to pay any underwriting commission under the agreement.500 19. In case of failure by the underwriter to pay for the shares within the stipulated time. Dilkusha C/A (3rd floor).UNDERWRITING OF SHARES Offering for Underwriting Underwriting Commission Sl. the Company and its directors shall individually and collectively be held responsibility for the consequence and/or panalties as determined by the Bangladesh Securiteis and Exchange Commission under the law may be imposed on them.500 396. 6.812. until such time as the cheque/bank draft has been en-casheGDQGWKH&RPSDQ\¶VDFFRXQWFUHGLWHG 3. Dhaka BMSL Investment Limited Shareef Mansion. 25. No. No additional commission will be paid on the amount of shares required to be subscribed by the underwriters Name and Address of the underwriters Trust Bank Investment Limited Peoples Insurance Bhaban.340.00 per share amounting to Tk.812. 01 02 03 04 05 06 07 08 09 12. 29 .50% to the following underwriters.812.500 19. 10.906. 15.500.500 19.500 792. to the Commission.000 158. In the case of failure by the underwriter to pay for the shares under the terms mentioned above. Dhaka Continental Insurance Limited 102. 5.340.500 792.000.500 792.250 396. Shahid Tajuuddin Ahmed Sarani. of Shares Underwritten Underwriting Amount in BDT 792. 36.500 6.00 each at an issue price of Tk. 10.500 19. 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 the agreement.500 19.500 792. Dilkusha C/A. 317. In any case within 7 (seven) days after the expiry of the aforesaid 15 (fifteen) days. 52-53 Dilkusha C/A.000 ordinary shares of TK.000 will be underwritten At a rate of 0.812. 25/A Dilkusha C/A.000 ordinary share of Tk. Dhaka Total No. 8 Panthapath.250 9. Dhaka Southeast Bank Capital Services Ltd. until such time as he fulfills his underwriting commitment under this agreement and also other penalties as may be determined by the Commission imposed on him.00 per share) totaling of Tk. 25. Tejgaon.812. to subscribe for the shares not subscribed by the closing date and to pay for in cash in full for such unsubscribed shares within 15 (fifteen) days of the date of said notice and the said amount shall have to be credited in to shares subscriptions account with in the said period.812.500. Dhaka MTB Capital Limited 68 Dikusha (6th Floor) C/A. In case of failure by the Company to call upon the underwriter for the aforementioned purpose wihtin the stipulated time. the Company shall within 10 (ten) days of the closure of subscription call upon the underwriter in writing with a copy of the said writing to the Bangladesh Securities and Exchange Commission.680. If and to the extent that the shares offered to the public through a prospectus authorized hereunder shall not have been subscribed and paid for in cash in full by the closing date. 15.500 19. Dhaka Bay Leasing & Investment Limited 5 Rajuk Avenue.00 each including a premium of Tk.000 $V SHU %DQJODGHVK 6HFXULWLHV DQG ([FKDQJH &RPPLVVLRQ¶V JXLGHOLQH RI WKH VDLG DPRXQW LH 6. Dhaka Swadesh Investment Management Limited Unique Trade Centre. Dhaka Prime Finance Capital Management Limited 63.000 PRINCIPAL TERMS AND CONDITIONS OF UNDERWRITING AGREEMENTS 1. 56-57 Motijheel C/A. the Company shall send proof of subscription and payment by the underwriter.500 792.00 at an offer price of Tk. the said underwriter will not be eligible to underwrite any issue. 158. MISCELLANEOUS INFORMATION ISSUE MANAGER AUDITOR BANKER COMPLIANCE OFFICER OF MANAGER TO THE ISSUE &203$1<·6&203/. Dhaka Islami Bank Bangladesh Ltd.&(5 AAA Finance & Investment Limited Amin Court. Gulshan-1. 75.$1&(2)). Bir Uttam Shahid Ashfaqus Samad Road. which have been entered into by the Company: a) Underwriting Agreement between the Company and the Underwriters. Dhaka Howladar Yunus & Co. 4th Floor (Suite # 403-405) 31. Local Office. Chartered Accountants Gulshan Office :House-14(4th floor). (CDBL). Dhaka Mohammad Rukonul Islam Assistant Manager Bhulon Bhowmik CFO & Company Secretary All investors are hereby informed by the Company that it has appointed a compliance officer who may be contacted in case of any pre-issue/post issue related problems such as. 30 . Road-16A. AAA Finance & Investment Limited c) There is a contract between the Company and the Central Depository Bangladesh Ltd. Motijheel C/A. MATERIAL CONTRACTS: The following are material contracts in the ordinary course of business. b) Issue Management Agreement between the Company and the Manager to the Issue. non-receipt of letters of allotment/share certificates/refund warrants/cancelled stock investors. etc. Motijheel C/A. b) in our opinion. Auditor's Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management. which comprise the consolidated statement of financial position as on 30 June 2013. 2014 Dhaka Chartered Accountants 31 . Opinion In our opinion. We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Management's Responsibility for the Consolidated Financial Statements Management is responsible for the preparation of these consolidated financial statements that give a true and fair view in accordance with Bangladesh Financial Reporting Standards (BFRS) and the Companies Act 1994. and c) the consolidated statement of financial position and consolidated statement of comprehensive income of the Company and the separate statement of financial position and statement of comprehensive income of the Company dealt with by the report are in agreement with the books of account and returns.INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF SHAHJIBAZAR POWER COMPANY LIMITED We have audited the accompanying consolidated financial statements of Shahjibazar Power Company Limited ("the Company") and its subsidiary. We also report 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. and a summary of significant accounting policies and other explanatory information. whether due to fraud or error. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. proper books of account as required by law have been kept by the Company and its subsidiary so far as it appeared from our examination of those books. but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. In making those risk assessments. statement of changes in equity and statement of cash flows for the year then ended. whether due to fraud or error. Dated: 28th January. as well as evaluating the overall presentation of the consolidated financial statements. the Companies Act 1994 and the Securities and Exchange Rules 1987. the auditor considers internal control relevant to the entity's preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. including the assessment of the risks of material misstatement of the consolidated financial statements. the consolidated financial statements give a true and fair view of the financial position of Shahjibazar Power Company Limited and its subsidiary as on 30 June 2013 and of their financial performances and cash flows for the year then ended in accordance with Bangladesh Financial Reporting Standards (BFRS). Sd/- Howladar Yunus & Co. The procedures selected depend on auditor's judgment. the Securities and Exchange Rules 1987 and for such internal control as management determines is necessary to enable the preparation of these consolidated financial statements that are free from material misstatement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. and the consolidated statement of comprehensive income. 910.507 666.451 - TOTAL ASSETS 8.820.568.390.076 5.229.000.596 4.600 666.590.049.000 99.383 29.461.408 5.142 186.725.724.720.006.349 1.527 108.813 376.231.000 1.641 8a 9a 130.826 257.801. Chartered Accountants 32 .268.000 724.050.647 2.815. Deposits and Prepayments Cash & Bank Balance Goods in Transit Share Capital Share Premium Share Money Deposited Retained Earnings 13. Ltd ( Associate) 4a 5a 5b 5c 6a 7.800 19.760.147 SHARE HOLDERS' EQUITY AND LIABILITIES Shareholders' Equity 2.617.749 2.472 875.SHAHJIBAZAR POWER COMPANY LIMITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT JUNE 30.947.994.628 2.365 2.935.141.983 33. 2014 Dhaka Sd/Howladar Yunus & Co.539.261.147 Notes ASSETS: Non-Current Assets Property.600 16a 16b 17a 3.601.829 100.Net of Current Maturity Loan from other than Bank Deferred L/C Liabilities Current Liabilities Short Term Loan Long Term Loan .508 536.333.400 969.767.982.389.656.246.00 1.472 10a 11a 12a 468. 2013 June 30.884 1. Plant and Equipment (WDV) Biological Assets Preliminery Expenses Deferred Revenue Expenditure Investment .107 313.000 49.00 Minority Interest/Non-controlling interest Non-Current Liabilities Long Term Loan.400 808.956.298 986.887.436 2.081 129.819.880 6.177.228.408.289 123.683.880 6.950.759.953.406.229.121 133.168 112.907 14a 5.000 724.590.100.505 876.025.454.539.601.950.659.912 123.600 629.Current Maturity Sundry Creditors Liabilities for Expenses Liabilities for Goods Supply L/C Liabilities 18a 19a 20a 21a 22a 22b TOTAL EQUITY AND LIABILITIES The annexed notes form an integral part of these Financial Statements.333.609 336.341.720.at cost Investment -Midland Power Co.117 353.010.633.631.550 252.099 30.062.539.782.887 144.320.386.525. 2013 June 30.000 99.831.000 50.732.00 Current Assets Inventories Accounts Receivables Advance.934 381.465 40.000 8.506 5.180.772.842.800 41.342 2.247.189.672.274.212 49. Sd/Chairman Sd/Director Sd/Managing Director Signed as per annexed report on even date Dated: 28 January.00 14.000.960.906 100. 2012 Taka Taka 6.000 536.374.617. 133.994.246.822. Plant and Equipment (WDV) 4.950.772.793.016 2.365 353.000 724.628 50. Chartered Accountants 33 .502 40.005.349 1.at cost 6.481.365 Investment .141.00 41.839.444 4.016 TOTAL EQUITY AND LIABILITIES 0 The annexed notes form an integral part of these Financial Statements.00 130.00 381. 2013 Taka Notes June 30.402.115.000 724.00 186.800 536.583.000 2.480 1.050.00 2.100.568.00 9.614 113.577.556.852 1.856.472 Advance.460 Biological Assets 5.00 3.383.SHAHJIBAZAR POWER COMPANY LIMITED STATEMENT OF FINANCIAL POSITION AS AT JUNE 30.412.115.464 3. 2012 Taka ASSETS: Non-Current Assets 3.794 - 5.934 133.717.389.556.007 Long Term Loan.00 353.195 3.000.590.408 1.00 536.112.720.507 1. Sd/Chairman Sd/Director Sd/Managing Director Signed as per annexed report on even date Dated: 28 January.935.956.00 1.098.00 Retained Earnings 15.287.000 1.068 Goods In Transit 12.826 5.883.477.121 252.461.000 TOTAL ASSETS SHARE HOLDERS' EQUITY AND LIABILITIES Shareholders' Equity Share Capital Share Premium 3.434.Current Maturity 19.003.427.273.349 808.00 207.767.081 123.819. Deposits and Prepayments 10.612 Investment -Midland Power Co.577.232.162.025. 2013 June 30.419.Net of Current Maturity 16.950.000 49.436 Current Liabilities Short Term Loan 18.458.00 1. 2014 Dhaka Sd/Howladar Yunus & Co.000.507 1.00 74.194 56.800 Sundry Creditors 20.036 3.382 723.579 Current Assets Inventories 8.759.00 49.361.720.887 19.00 123.992.532.00 Non-Current Liabilities 969.444 4.406.856.633.215.975.00 882.550 Accounts Receivables 9.397.437 Property.00 14.383 Liabilities for Expenses 21.493 Liabilities for Goods Supply 22.476 200.489 Cash & Bank Balance 11.051.835.180.571 Deferred L/C Liabilities 17.000 Long Term Loan .365 984.716.839. Ltd ( Associate) 7.566. 780.364.SHAHJIBAZAR POWER COMPANY LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED JUNE 30.011 29.139.842 273.333.352 Operating Profit 255.956. Dated: 28 January.60 The annexed notes form an integral part of these Financial Statements Sd/Chairman Sd/Director Signed as per annexed report on even date.391.938 Cost of Sales 24a 815.350 8.333. 2013 Taka June 30.257 252.139.842 252.168 8.264.639.181.862.010 281.001.181.770.842 273.00 - - 252.008 1. Chartered Accountants .842 252.064.639 573.389.257 2.827 788.607 7.929.367.468 284.465 281.139.514.257 252.842 273.333.333.744.32 2.333.607 Less: 28a 13. 2012 Taka Revenue from Sales 23a 1.141.139.139.514.139.142 Non-Operating Income Net Profit before Tax and WPPF 27a 17.489.181 578.333.805 Financial Expenses 26a 277.001 - 259. 2014 Dhaka 34 Sd/Managing Director Sd/Howladar Yunus & Co.842 273.257 273.001.008.052 41.299 Gross Profit Operating Expenses: General and Administrative Expenses 25a 40.350 272. 2013 Notes June 30.515.661 251.257 273.145.257 - - 252.020.350 Workers' Profit Participant Funds Net Profit before Tax Income Tax Expenses: Current Tax 29a Deferred Tax Net profit after Tax Other Comprehensive Income Total Comprehensive Income Profit Attributable to: Owners of the parent Minority Interest Total Comprehensive Income Attributable to: Owners of the parent Minority Interest Earnings Per Share (EPS) 30.168 7. 064.00 40.181.780.008.010 281.2013 June 30.60 Net profit after Tax Other Comprehensive Income Total Comprehensive Income Profit Attributable to: Equity holder of Parent Non-Controlling Interest Total Comprehensive Income Attributable to: Equity holder of Parent Non-Controlling Interest Earnings Per Share (EPS) 30.468 255.257 252.001 259.139.181.607 Income Tax Expenses: Current Tax Deferred Tax 29. Sd/Chairman Sd/Director Sd/Managing Director Signed as per annexed report on even date.661 284.181 1.333.145.00 24.168 7.465 272.367.139.139.001.00 17.391.142 Non-Operating Income 27.168 - 8.515.350 29.514.352 251.257 273.333.842 252.020. Dated: 28 January. Chartered Accountants 35 .139.00 7.257 273.32 273.842 273.333.842 252.607 Net Profit before Tax and WPPF 1.00 277.842 2.862.842 273. 2013 Notes June 30.00 13.SHAHJIBAZAR POWER COMPANY LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED JUNE 30.639.929.350 8.333.770.139.264.2012 Taka Taka Revenue from Sales Cost of Sales Gross Profit Operating Expenses: General and Administrative Expenses 23.257 252.139.489.744.956.141.364.008 815.011 281.052 41.842 273.389.639 578.257 2. 2014 Dhaka Sd/Howladar Yunus & Co.00 The annexed notes form an integral part of these Financial Statements.333.514.805 Financial Expenses Operating Profit 26.938 788.257 252.299 Less: Workers' Profit Participant Funds Net Profit before Tax 28.001.350 - 252.00 25.827 573.333. 908) (27.929.076) (172.172) (189. employees Cash Paid for operational Expenses Cash received from Non-operating Activities Cash payment for Financial Expenses Net Cash from operating activities CASH FLOW FROM INVESTING ACTIVITIES Acquisition of purchase of property plant and equipment Pre-production Investment Advance paid for Property.642.182 (82.724) 29.744.068 9.364.986.931.390.602) (7. 2013 June 30.724) 29.359 (507.365 (1.666.260.982) 500.293.334.465 (284.001.515.352) 14.936.433.260.428.187.246.317 99.525.918.350 (277.314 (515.651.330.874) (345.801.395) (579.308 (670.533.491) (27.657) (1. 2012 Taka 1.364.231.123) (193.529.304) (61.923.874) 56.986.359 (507. employees Cash Paid for operational Expenses Cash received from Non-operating Activities Cash payment for Financial Expenses Net Cash from operating activities CASH FLOW FROM INVESTING ACTIVITIES Acquisition of purchase of property plant and equipment Assets in Transit Investment in Subsidiary and FDR Net cash flow from investing activities CASH FLOW FROM FINANCING ACTIVITIES Bank Loan (Short Term ) Bank Loan (Long Term ) Net cash flow from financing activities Net Cash inflow/(outflow) for the year (A+B+C) Opening cash and bank balance Closing cash and bank balance (D+E) Sd/Chairman Sd/Director June 30.003.401.246.304) (61.923.450 30.001.952.180.801.364.189) (281.468) 147.337) (47.403.586 1.201 591.828.275.515.586 1.308 (50.190.443) 144.945) 112.465 (284.025.327.913.492 71.264.874) (345.317 (230.196.505 58.395) (579.214.651.314 (515.533.189.621.432 112.SHAHJIBAZAR POWER COMPANY LIMITED CONSOLIDATED STATEMENTS OF CASH FLOWS For the year ended June 30.440) 47.000 465.025. 2013 June 30.382 (207.781) 17.720.406.302.153 (387.919.350 (277.879) (9.364.189) (1.021.390.436 999.744.435) 496.742.759) (440.489 376.068 Sd/Managing Director 36 .468) 147.163) (10.864) (60.406.391.762.450 Sd/Director Sd/Managing Director SHAHJIBAZAR POWER COMPANY LIMITED STATEMENTS OF CASH FLOWS For the year ended June 30.864) (821.742.929. 2013 Taka A B C D E F CASH FLOW FROM OPERATING ACTIVITIES Cash receipt from customers Cash paid to suppliers.194 58. 2013 Taka A B C D E F CASH FLOW FROM OPERATING ACTIVITIES Cash receipt from customers Cash paid to suppliers.284.967.931.602) (7.391.189.713) (1.400 375. plant and equipment Assets in Transit Investment in Subsidiary and FDR Net cash flow from investing activities CASH FLOW FROM FINANCING ACTIVITIES Bank Loan (Short Term ) Share money Deposits Loan from Subsidiaries Bank Loan (Long Term ) Net cash flow from financing activities Net Cash inflow/(outflow) for the year (A+B+C) Opening cash and bank balance Closing cash and bank balance (D+E) Sd/Chairman June 30.333.503 56.719) (134.781) 17.529.984) 73.352) 14.187. 2012 Taka 1. 842 (90.257 - 2.000 969.590.406. 2012 Sd/Chairman Share Capital Share Money Deposit Share Premium Retained Earning Total 1.590. 2012 Net profit (After Tax) for the year Bonus share issue Dividend for Stock Share money deposit Balance as on June 30.590.956.333.720.000 1.073.590.189.141.049.720.956.000 - 1.180.000 - 808.000 Share Capital Balance at 1st July.406.583.856.507 2.507 252.720.590.590.590. 2013 Share Capital Share Money Deposit Share Premium Retained Earning Total 1.000 (90.842 90.000 808.333.349 2.180.590.250 273.400 724.583.406.349 2.SHAHJIBAZAR POWER COMPANY LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED JUNE 30.400 Share Premium 724.590.000 90. 2012 Net profit (After Tax) for the year Bonus share issue Dividend for Stock Balance as on June 30.310.139.333.141.333.000 - - 724.720. 2013 Particulars Balance at 1st July .842 - 1.507 2.000 535.383.935.333.720. 2012 Sd/Chairman Share Money Deposit Sd/Director Retained Earning 535.406. 2011 Net profit (After Tax) for the year Bonus share issue Dividend for Stock Share money deposit Balance as on June 30.907 Total Sd/Managing Director SHAHJIBAZAR POWER COMPANY LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED JUNE 30.720.683.250 273.000 - 724.000 90.507 252.333.507 Sd/Director Sd/Managing Director 37 .590.050.000 - 99.663. 2013 Share Money Deposit Retained Earning 808.333.139. 2013 Particulars 1.333.000 - - 724.720.000 - 99.050.716.073.590.257 99.683.507 252.000 - 724.333.000 Share Capital Balance at 1st July.049.000) - 2. 2011 Net profit (After Tax) for the period Fresh Allotment during the year Share Premium Balance as on June 30.000) 2.400 724.585.050.250 273.000) - 969.349 STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED JUNE 30.907 252.257 - 1.050.720.590.400 - Share Premium 724.842 (90.749 Total CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED JUNE 30.050.835.250 273.716.000 99.000 99.000 - 1.400 808. 2012 Particulars 1. 2012 Particulars Balance at 1 July.720.257 724.050.139.139. 1. The Company was incorporated in Bangladesh on 4th November.1. estimates and assumptions that affect the application of accounting policies and the reported amounts of assets. Nature of business The principal activity of this company is to set up power plants for generation and supply of electricity. The company has 86 MW power plants and started commercial production on 10th February. Functional and presentational currency and level of precision The financial statements are prepared and presHQWHG LQ %DQJODGHVK &XUUHQF\ 7DND. 822/2 Rokeya Sarani. 2. Corporate History: The Shahjibazar Power Company Limited is a Public Limited Company not listed in the Stock Exchange registered under The Companies Act 1994. 2. 2009. Basis of Preparation: 2. equipment vendors and other contractors.2. 1. The company supplies its generated electricity to Bangladesh Power Development Board (BPDB). 2007 vide registration no C-68888(1400)/07. Dhaka ± 1216 and the factory office is located at Fatepur.5.3. suppliers. The management of the company will continue its operational existence for the foreseeable future on the basis of improved profitability and continued support its bankers. 2008. Bangladesh. liabilities. The registered office of the company is located at Youth Tower. Use of estimates and judgments The preparation of financial statements requires management to make judgments. Actual results may differ from estimates. Measurement bases used in Preparing the Financial Statements The elements of financial statements have been measured on "Historical Cost" basis. Statement of Compliance The financial statements of Shahjibazar Power Company Limited have been prepared in accordance with the Bangladesh Accounting Standards (BAS) and Bangladesh Financial Reporting Standards (BFRS). 2. 2013 SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATERIAL INFORMATION: 1. The agreement for supply of power with Bangladesh Power Development Board (BPDB) held on 14th February. Companies Act 1994 and other applicable laws in Bangladesh. Status of the Reporting Entity 1. Hobigonj. income and expenses. and other laws and rules applicable in Bangladesh. Madhobpur. 2. Accounting Convention and Basis These Financial Statements have been prepared under the Historical Cost Convention and Going Concern basis in accordance with applicable International Accounting Standards in Bangladesh which does not vary from the requirements of the Companies Act 1994.SHAHJIBAZAR POWER COMPANY LIMITED Notes to the Accounts For the year ended 30th June. 2. which is one of the most commonly adopted base provided in "the framework for the preparation and presentation of financial statements" issued by the International Accounting Standard Committee (IASC).2.4. 6.7. 3. Reporting period The financial period of the company covers one year from 1 July to 30 June and followed consistently. 2. Principal Accounting Policies: The accounting policies set out below have been applied in preparations of these financial statements 38 . ZKLFK LV WKH FRPSDQ\¶V functional currency. Components of the Financial Statements According to the International Accounting Standard (IAS) 1 as adopted by ICAB as BAS 1 "Presentation of Financial Statements" the complete set of financial statements includes the following components: i) Statement of Financial Position ii) Statement of Comprehensive Income iii) Statement of Changes in Equity iv) Statement of Cash Flows v) Notes to the Financial Statements vi) Highlights The basis of preparation of Financial Statements is the "Historical Cost Convention". 2. All financial information presented has been rounded off to the nearest Taka except where indicated otherwise. an item of PPE is carried at cost less accumulated depreciation and impairment losses in compliance with the requirements of BAS-16: Property. which is determined with reference to the net book value of the assets and net sales proceeds. Plant and Equipment. Property. Plant and Equipment. Plant and machinery are depreciated from the month on which the asset comes into use or being capitalized.1.1.2. Plant and Equipment 3. $FFRUGLQJWRWKH3RZHU3XUFKDVH$JUHHPHQW 33$. 3. 3.1. the cost and accumulated depreciation are eliminated and gain or loss on such disposal is reflected in the income statement.3. plant and equipment in accordance with the provisions of BAS 16: Property. Disposal of Fixed Assets On disposal of fixed assets. Depreciation on Fixed Assets Depreciation is recognized in the Statement of Comprehensive Income on a straight line basis over the estimated useful life of property.3.1.1. After initial recognition. Recognition and Measurement Items of Property. Plant and Equipment (PPE) are initially measured at cost. 6. Deposits and Prepayments x Advances are initially measured at cost.5. 3. Other Current Assets Other current assets have a value on realization in the ordinary course of the company's business which is at least equal to the amount at which they are stated in the balance sheet. 3. Subsequent Costs The cost of replacing part of an item of property.6. related pre-operational expenses form part of the value of assets capitalized. Advance. Expenses capitalized also include applicable borrowing cost considering the requirement of BAS-23: Borrowing Costs. Accounts Payable. 3. In case of disposal. Rate of depreciation on other property.2. adjustments or charges to other account heads such as PPE or inventory etc. plant and equipment considering the useful life of assets are as follows: Building and Construction: Plant and Machinery: Furniture and Fixture: Mechanical & Electrical Equipment: Computer & Printer: Motor Vehicles: Maintenance Equipment: Fire Extinguisher: Others fixed Assets: 5 to 10 % 6 to 15% 10% 10% 20% 20% 20% 20% 10 to 20% 3. Hence. After initial recognition advances are carried at cost less deductions. There is insignificant risk of change in value of the same. 3. Impairment of Assets No fact and circumstances indicate that company's assets including property. After initial recognition prepayments are carried at cost less charges to profit and loss account.LQGHSHQGHQWDFTXLUHU¶VUHSRUWFRQILUPVWKHDYDLODELOLW\RISODQWVIRU use. x Prepayments are initially measured at cost.QYHQWRULHV´DIWHUPDNLQJGXHDOORZDQFHIRUDQ\REVROHWHRUVORZPRYLQJLWHPV 3.1. x Deposits are measured at payment value. Accounts Receivables are stated at the original invoice value. no evaluation of recoverability of assets was performed. 39 . no depreciation is charged in the year of disposal.5. 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. 3.7. Pre-Operating Expenses and Borrowing Costs In respect of major projects involving construction. The costs of the day-to-day servicing of property. 3. Inventories Inventories in hand as at 30th June. Accounts Receivables Accounts Receivables are consider good and realizable. plant and equipment are recognized in the profit and loss account as incurred. Cash and Cash Equivalents Cash and cash equivalents include cash in hand and with banks on current and deposit accounts which are held and available for use by the company without any restriction.4.1. 2013 have been valued at lower of cost and net realizable value in accordance with BAS -³. Other items of property. Trade and Other Liabilities Liabilities are carried at the anticipated settlement amount in respect of goods and services received. plant and equipment continue to be depreciated for a full year of capitalization respective of the date on which the asset comes into use or being capitalized. whether or not billed by the supplier. Other Corporate Debt. plant and equipment may be impaired.3.1.4. 3. Deferred Revenue Expenditure. 8.14. Interest income is recognized on maturity. as a result of past events. Cash flows statement &DVK)ORZ6WDWHPHQWLVSUHSDUHGLQDFFRUGDQFHZLWK%$6³&DVK)ORZ6WDWHPHQW´7KHFDVKIORZIURPWKHRSHUDWLQJ activities have been presented under Direct Method as prescribed by the Securities and Exchange Rules 1987 and considering the provisions of Paragraph 18(b) of BAS- ZKLFK SURYLGHV WKDW ³(QWHUSULVHV DUH HQFRXUDJHG WR UHSRUW &DVK)ORZIURP2SHUDWLQJ$FWLYLWLHVXVLQJWKH'LUHFW0HWKRG´ 3. Workers Profit Participation Fund (WPPF) The company introduced worker profit participation fund for its employees in accordance with provisions of Bangladesh Labor Act 2006.3. overdraft and bank charges. Finance Income and Expenses Finance income comprises interest income on funds invested. 3. Taxation 1RSURYLVLRQLVUHTXLUHGIRUFXUUHQWLQFRPHWD[RQWKHFRPSDQ\¶VSUofits as the company has received exemption from all such taxes from the Government of Bangladesh under the private sector power generation policy of Bangladesh (SRO No.9.11. The time weighting factor is the numbers of days the specific shares are outstanding as a proportion of the total number of days in the year. Basic earnings This represents earnings for the year attributable to ordinary shareholders.$6³7KH HIIHFWVRI&KDQJHVLQ)RUHLJQ&XUUHQF\5DWHV´ 3. the company has a presents legal or constructive obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. 3.13. Weighted average number of ordinary shares outstanding during the year This represents the number of ordinary shares outstanding at the beginning of the year plus the number of shares issued during the year multiplied by a time-weighting factor. minority or extra ordinary items. As there was no preference dividend. 188 of ITO 1984 dated 1 July. the net profit after tax for the year has been considered as fully attributable to the ordinary shareholders. Provisions A provision is recognized on the balance sheet date if. Revenue Recognition Invoice are made by survey of meter reading in every month and recognized in the income statement after satisfying all the condition IRUUHYHQXHUHFRJQLWLRQDVSURYLGHGLQ%$6³5HYHQXH´ 3.17. Responsibility for Preparation and Presentation of Financial Statements: The Management is responsible for the preparation and presentation of Financial Statements under section 183 of the &RPSDQLHV $FW DQG DV SHU WKH 3URYLVLRQ RI ³7KH )UDPHZRUN IRU WKH SUHSDUDWLRQ DQG SUHVHQWDWLRQ RI )LQDQFLDO StaWHPHQWV´ LVVXHG E\ WKH . there is no effect regarding deferred taxation to increase or decrease the current tax liability. Foreign Exchange: Foreign currencies are converted into Bangladesh Taka at the rates ruling on the date of transaction and the balance at bank at the close of the business. 3.QWHUQDWLRQDO $FFRXQWLQJ 6WDQGDUG %RDUG . 2009) for a period of 15 years from the date of start of its commercial operation.15. which has been shown on the face of Statement of Comprehensive Income account. 3. and the computation of EPS is stated in Note 30. 3.$6%.10. All borrowing costs are recognized in the profit and loss account using effective interest method except to the extent that they are capitalized during constructions period of the plants in accordance with BAS-23 Borrowing cost. Basic earnings per share This has been calculated by dividing the basic earnings by the weighted average number of ordinary shares outstanding for the year.16. Section-232(1) 3. Deferred Tax As the Tax Deducted at Sources (TDS) from the revenue is full and final discharge of tax liability under section 52N of the Income Tax Ordinance 1984 applicable for rental Power Company.12. Earnings Per Share (EPS) The Company calculates Earning per Share (EPS) in accordance with BAS 33: Earning per Share. at the rate prevailing RQWKH%DODQFH6KHHWGDWHLQDFFRUGDQFHZLWK. Finance expenses comprise interest expenses on loan. 19. DV DGRSWHG E\ WKH . 40 .18. Comparative Amounts Certain comparative amounts have been re-classified & rearranged to confirm with the current year's presentation. 3. taxes. Estimates are used for accounting of certain items such as depreciation and amortization. reserves and contingencies. Actual result could differ from those estimates. 3. Risk and uncertainties for the use of estimates in preparing financial statements: Preparation of Financial Statements in conformity with the Bangladesh Accounting Standards requires management to make estimates and assumption that effect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statement and revenues and expenses during the period reported.QVWLWXWH RI 7KH Chartered Accountants of Bangladesh (ICAB). 100.333.005.590.400 98.365 276. The rate of Return of the said investments is 7% to 12%.153 3.000 ordinary shares at Tk.612 99.972.326 5.000.612 Shahjibazar Power Company Limited (99.212 Investment -Midland Power Co.312 50.829 207.A Consolidated Property.072 3.163.005.00 8.112.261.400 103.268. Plant and Equipment: Non .333. 2013 Carrying Value at 30 June.365 353.06.612 94.992.657 5.00 Property.168.331.957.992.460 2.112.333.056 227.June 30. 2012 Charged during the year At 30 June.539.382 40.05.476 200.402.2011 and Midland Power Company Limited (Associate) is 49.852 238.659. MTDR with Islamic Finance & Investment Limited is also long term Investment Which Rate of Return 11-13 % and its free from lien.123 2.796 743.150 2.975.123 2.631.2013.856.612 113.936.750 207.000 200.672.303.072 2.332.525.000. 2013 Accumulated Depreciation: At 30 June.922 982.525.158.590.713.100/each as per return of Allotments dated 21.331.458.982.521 193.317.062.93.677.969 3.212 2.975.782.000.00 Investment at Cost Investments: Petromax Refinery Limited (Subsidiary) MTDR to Islami Bank Bangladesh Limited MTDR Islamic Finance & Investments Limited Lien Status: Free from Lien Under Lien (against Short Term Loan) 6a 7.998.11.829 33.476 249.333.005.094 208.307 4.156. Plant & Machinery.332.112.596 353.Current Assets At Cost: Cost at 30 June. 2012 Taka 3. Investments are under lien with up to the Short Term loan limit with IBBL at Local office.175.365 353.852 3.365 353.527 336.076 100.405 5. Building.162.062.527 33. 2012 Addition during the year Cost at 30 June.400 Protective Spare parts and others 41 .463.906.172.312 743. 2013 LEASEHOLD/FREEHOLD STATUS (at carrying value) Land.00 June 30.842.856.307 3.590.005.Ltd ( Associate) Midland Power Co. Furniture fixtures & Others Leasehold Freehold Vehicle & Transport Leasehold Freehold 4a 5.195 4.Ltd ( Associate) 49.162.975.475.982.476 200.905.992. Inventories: Oil & Lubricant 4.000.150 126.117 353. 10/.355.114.460 2.320.365 353.600 3.856.153 2.000 Investment in its subsidiary company Prtromax Refinery Limited is 9.400) Less :Petromax Refinery Limited 108.791 3.162.983 336.each as per Memorandum & Article of Association incorporation dated 27.000 49.00 For details breakup please refer to Annexure .631.609 2.376. 2013 Taka 4.774 2.158.680.460 2.670.114.365 353.195 516.867.231 629.609 4.998. Plant and Equipment: Shahjibazar Power Company Limited Petromax Refinery Limited Biological Assets: Tree Plantation 5a Consolidated Biological Assets: Shahjibazar Power Company Limited Petromax Refinery Limited 5b Consolidated Preliminary Expenses: Shahjibazar Power Company Limited Petromax Refinery Limited 5c Consolidated Deferred Revenue Expenditure: Shahjibazar Power Company Limited Petromax Refinery Limited 6.475.000 49.195 2.000 207.000 49.365 4. Consolidated Investment at Cost: 207.476 99.992.784 131.00.2011 up to 30.400) (99.983 2.334 ordinary shares at Tk.214.657 3.500.612 MTDR with IBBL is the long term Investment.906.972. 982.472 Aging Status: Below 6 (six) months 381.013 904. Consolidated Inventories: 130.287.654 984.550 Accounts Receivables Accounts Receivable: 9. Shariful Islam Bhulon Bhowmik Mr.792 376.076.246.500 10.000 665.121/. 1.835 27.206.257.434.633.813 750.463.121 252.272 13.471 Advance Income Tax (AIT) Advance to Subsidiry and Associate: Petromax Refinery Limited Midland Power Company limited 904.206.934 133.472 Receivable are considered having the Supplementary bill of April-2013 and Sales of April to June -2013 in amount of Tk.617 BPDB for the Month of April-June-2013 381.365 984.206.060.279.813 24.a) b) 8a 9.000 50.226 666.982.767.809.550 The above Inventories are as per physical checking made.000 18.127.238.160 Advance to Staffs: Engr.371 1.225 688.246.835 829.512.935.121 252. Advance to others: Anika Colour Linde Bangladesh Ltd.495.855 1.767.00 130.121 252.38.000.472 Shahjibazar Power Company Limited Petromax Refinery Limited 381.306.510 957.824 1.972.744.934 133.391. valued and certified by inventory team consists of Management staff.763 BPDB for the Month of June-2012 119.626 48.767.633.365 957.46.000 563.322 41.000 72. Power Development Board ( Hobigonj 72.486 538.472 Advance.785 482.169.668.225 SPCL has paid its subsidiary and associate an amounting of Tk.118 More than one (01) year 980. Redwanul Bari 42 348.121 252.287.125.489 Maturity Status: Less than one (01) year 307.767.994. Tofazzal Book House Monico Technologies Ltd.12.633.226 2.125. Consolidated Accounts Receivables: 381.246.660 688.489 Advance: Advance to Subsidiary and Associate Advance to others Advance to Staff 1.246.437 BPDB Bills for Supplementary April -2012 BPDB for the Month of May-2012 124.024.826. Inventories in hand have been valued at lower of cost and net realizable value.679 168.879 446.472 Above 6 (six) months 381.504 BPDB Bills for Supplementary April-2013 368.212 238.153 2.042.166 191.060.& all receivable are considered good and subsequently realized.257.935.121 252.423.495. Deposits and Prepayments: Advances Deposits & Prepayments 1.226/-as investment to meet up Capital Expenditure and the above amount will be converted into Paid Up Capital at face value of the both company.306.550 Shahjibazar Power Company Limited Petromax Refinery Limited 130.930 176.471 291.934 133.675 14.660 Jackson International Ltd 380.160 482.00 9a 10.767.626 .246.000 Orient Energy Systems Ltd Confidence Design & Construction 943.994. Masud Others Mr.495.540 750.994.434.510 30.434 1. Badiul Alam Md.287.21% 4.800.281 4.168 50.21% 4.21% 4.499 Bank Guarantee margin .000 48.02.776.785. Shahida Alam Md.41% 12. Anis Salahuddin Ahmad Mr. A.003.935.767.94% 8.419. Faridul Alam Mr.025.068 56.78% 10.18. Deposit and Prepayments: 23.590.590.794 802.642.499 3.00 each 5.485.813 - Share Capital: Authorized : 500. Subscribed and paid -up: 11.262.400.180.050.311 Petromax Refinery Limited 30.000 1.451 12.01 48.099 Cash and Bank Balances: Cash in Hand Cash at Bank: CD Account with Bank Asia Limited # 6128 CD Accounts with Exim Bank Limited # 14088 CD Account with Islami Bank Bangladesh Ltd# 9396 CD Account with Islami Bank Bangladesh Ltd# 1250 CD A/C with Standard Chartered Bank # 53917701 STD A/C with Exim Bank Limited # 85345 STD A/C with Bank Asia Limited# 00336000964 STD A/C with Bank Asia Limited# 000004 regarding Plant be continue up 984.000 1.184 54.526 Less :Advance to Petromax Refinery Limited (829.590.030 39.365 10a 11.030 2.212) 376.235 9.419.642.800.228.600. Consolidated Cash and Bank Balance Shahjibazar Power Company Limited 9.661 9. Rezina Alam Mr.019 876.237 1.824 Share Holding Position: % of Shareholding 10.490 58. of Shares 12.935.811.419.141.952.000 shares @ Tk.000.000 27.972. Feroz Alam Mr.050.000 2. Deposits and Prepayments: Shahjibazar Power Company Limited 1.931.000 5.401.000.794 74.068 All the above bank balance were confirmed by the respective banks.800.505 56. The Bank has kept a Margin of said Guarantee which will to 2023.000 .270 2.480.792) 468.000 4.41. Samsuzzaman Ms.IBBL Letter of credit margin .489 Islami Bank Bangladesh Limited has issued Bank Guarantee infavour of SPCL to BPDB & JGTDCL Operation & ensuring the bill payment.654 984.000 1.674 8.434.590.809.Advance Income Tax (AIT) Share Premium Non operating Income 48. Akbor Haider Mr.356 Letter of credit margin .000 4.21% 4.972.794 - 74.180.Bank Asia Limited 30.000 13.837 183 13.141.K.000.000.025.801.000 12.200 1.000 1.10.003.2013 13.200 608.62% 4.21% Name of the Share Holder Mr.355 56.855 1.454.798 55.525.050.00 each fully paid in Cash 1.000 9.000.194 21.155 400.354 9.00 74.620.413 3.000 4.469.94% 11.127.000 90.687 183 70.522.000 Issued. Rezakul Haider Mr.820.000 Movement of Share Capital: Opening Balance Add: Bonus Share issued on 04.826. Consolidated Advance.000 14.590.890 (666.000.800.194 93.000 4.052.434.000 1.480.365 Petromax Refinery Limited 10.800.000 shares @ Tk.M. Faisal Alam 43 No.00 Goods In Transit : Plant & Machinery 12a Consolidated Goods in Transit Shahjibazar Power Company Limited Petromax Refinery Limited 13.287.000 4.383 112.957 8.440.050.10.744.000.000.00 11a 23.824 50.IBBL 6.000 AIT for Share Premium to be amortized and adjusted after completion of IPO functions. 100.000 13.400 99.333.793.759.00 Retained Earning Opening Balance of Retained Earning Add: Net profit for this year Less: Bonus Share issue 16. Bai Murabaha FC Bills .400 99. Comfit Composite Knite Ltd.374.000 13.402.010.00 Mr.000 9.481.800 536.852 1.800 This represents the current portion of Long Term Loan payable with in one year from the Financial Position date.720.261.333.720.Islami Bank 123.263.261.000 40.00 Sundry Creditors: ABB Limited Adroit Environment Consultants Ltd.717.000 724.000 Petromax Refinery Limited 313.950.557.278.406.759.010.000 724.507 1.436 50.000 523.720.14.628 123.000 56.628 50. Asgor Haider Ms.463.720.349 535.333. ł3HUVRQDO*XDUDQWHHRIDOO'LUHFWRUVRIWKHFRPSDQ\ ł 3URILW UDWH Islami Bank Bangladesh Limited and Islamic Finance & Investments Limited are 15.000 The above Short term Loan was taken from Islami Bank Bangladesh Limited.330.590.21% 4.772.831.440.00 4.331 10.000) 969.177.571 Shahjibazar Power Company Limited 1.94% 7.516 113.791.073.118.250 273. Consolidated Long Term Loan.760.759.100.010. Square Pharma 113.000.Current Maturity Shahjibazar Power Company Limited Petromax Refinery Limited 20.772.273.912 100.Net of Current Maturity: Islami Bank Bangladesh Limited Islamic Finance & Investments Limited 16a 16b 17. 209 persons) TOTAL Share Premium Opening Balance 14a Consolidated Share Money Deposite Shahjibazar Power Company Limited Petromax Refinery Limited 15.333.Current Maturity: Islami Bank Bangladesh Limited Islamic Finance & Investments Limited 19a Consolidated Long Term Loan.00 Long Term Loan.00% and 17.273. 18a Consolidated Short Term Loan Shahjibazar Power Company Limited Petromax Refinery Limited 19.276 1.440.950.152. 44 536.00 Short Term Loan: Islami Bank Bangladesh Ltd.000 Deferred L/C Liabilities Liabilities for Deferred L/C 123.94% 100% 4.800 536.335 Petromax Refinery Limited 2.255 1. Local Office and has no profit bearing.759.100. The Short Term Loan are fully secured to IBBL against lien of FDR.717.732.00% respectively.000 724.436 50.000 40.950.260.460.906 Consolidated Loan from other than Bank Shahjibazar Power Company Limited 313.333.800.866 7.508 40.000 9.295 17.772. Israt Azim Ahmad Fresh Allotment to the new Share Holders (209 Persons) Bonus Share Issued (Dated:04.200 1.200 .%%//RFDO2IILFHDJDLQVWUHJLVWHUHGPRUWJDJHRQWKHIROORZLQJDVVHWV A) 631 Decimal project Land at Shahjibazar.950.402.00 Long Term Loan .126 986.507 252.02.800 536.852 1.406.521 1.000 99.580.481.956.843 (90.950.21% 7.926.793. Hobigonj.510.000 40.628 50.571 ł7KH&RPSDQ\LVSD\LQJLQVWDOOPHQWVDJDLQVW7HUP/RDQDVSHUVFKHGXOH ł7KH7HUP/RDQDUHIXOO\VHFXUHGWR.628 50.436 17a Consolidated Deferred L/C Liabilities Shahjibazar Power Company Limited Petromax Refinery Limited 18.533.800 300.436 123.000 10.059.800.800 523.239. B) Project Building C) Machineries of the project.912 100.400 99.382 873.100.257 808.000 40.800 536.Net of Current Maturity 1.000 4.000 114.382 40.107 2.800 536.400 808.950.000 724.139.2013.772.059.000 10.510. 568.826 123.583.367.338.783 300.640 22.464 140.696 8.113 18.389.350 70.383 19.550 469.383 2. Confidence Design & Construction Others Parties SYS Computers A.000 12.423.568.598.190 6.168 39.826 186.000 7.008 1.875.822.041.846 11.493 26.348.000 65.292.523 .01 Payable for Current Tax & VAT: TDS payable Tax on Non-operating Income 20a Consolidated Sundry Creditors Shahjibazar Power Company Limited Petromax Refinery Limited 21.000 3.108 3.051.941 23.699 139.883. Global Insurance Ltd.00 Liabilities for Expenses: Salary & Allowance Audit Fees Directors Remuneration 21a Consolidated Liabilities for Expenses Shahjibazar Power Company Limited Petromax Refinery Limited 22.833.294 459.938 1.461.465 257.633.000 300.984 3.464 2.465 129.142 3.639.389.833.344 (57.461.181.051.000 20.323.389.531 10.016 6.032 20.081 120.887 19.S International Pacific Chemitrade Co.091.386.008 1.535.267.377 28.959.938 1.289 184.020.681 1.113 18.R Automobile Orient Energy Systems Ltd.389.637 44.938 133.446.200 123.965 500.647 18.000 4.627 9.568.300 84.427.231.081 123.377 6.081 186.141 41.292.887 41.685 26.000 3.00 Revenue : Sales Less: Tax on Sales 23a Consolidated Revenue Shahjibazar Power Company Limited Petromax Refinery Limited 24.819.008.461.046 19.343.Dhaka Insurance Ltd.249.980.531 41.740.032 13.000 300.000 15.367.887 72.424.110.822.500 65.144 (56.333 79.678 144.441 37.001 26.650 349.350 18. Tofazzal Book House 22a Consolidated Liabilities for Goods Supply Shahjibazar Power Company Limited Petromax Refinery Limited 22b Consolidated L/C Liabilities Shahjibazar Power Company Limited Petromax Refinery Limited 23.046 41.500 312.247.200 463.008.383 15.819.367.336) 1.493 3.000 1.389.390.609 10.00 Cost of Sales: Opening Stock Gas Consumption Lube & Other Oil Expenses Salary & Allowance 45 72.231.819.008.094.920 46.020. Watashi Security Ltd Aamra Networks Ltd Dhaka Com Mahir Enterprise Youth Garments Ltd (C&F) Provision for WPPF Payable for Current Tax & VAT (Note: 20.900 51.206) 1.01) 20.796 29.000 257.389.386.314.826 129.000 186.578.00 Liabilities for Goods Supply: Jalalabad Gas Transmission and Distribution Systems Ltd.493 660. Alpana Tyre Corporation Anika Colour Process Deta Computer Delcot Ltd General Automation Ltd Global Automation Ltd Guraba Engineering Ltd Mahir Enterprise Manik Electric Noor Jahan Braring House M/S Mamun Light House M.020.665 11.008 1. 411 41.983 1.052 Financial Expenses Profit on Loan .783 905.920 4.095 224.278 227.120 884.178 840.804 854.602 1.773 526.980 182.000 4.511 593.777.418 231.909 10.878 339.035 4.929.019.266.00 25.975 35.608 238.052 Shahjibazar Power Company Limited Petromax Refinery Limited 40.259 275.500 37.639 815.468 Total 3.231 1.639 1.047 284.25.577 24.120 3.419 6.673 1.929.550) 788.553 3.377 10.153 1.000 Total 3.827 788.700 200.126.600.680.600.000 3.796 (133.450 3.364.000 Note: All other directors are not entitled to receive remuneration and other facilities for their Consolidated General & Administrative Expenses 40. 41.633.104 689.00 Consolidated Cost of Sales Shahjibazar Power Company Limited Petromax Refinery Limited General & Administrative Expenses Advertisement & Publicity Audit Fee AGM Related Expenses BG Commission Business Development Expenses Compliance Expenses Computer Accessories Credit Rating Fees Consultancy Expenses/ Training Cleaning Charges Carrying/C&F Charges Capital Raising Expenses Donation & Subscription Electricity bill Entertainment Fuel for Car Gardening Gift & Compliments Insurance Premium Internet Services Legal & Professional Fees LP Gas Purchase Land Tax Labor Charges Directors Remuneration (N.743.000 660.658.934) 815.600.574.686.809 206.108.956.000 273.279.956 3.645 1.000 1.Overtime Festival Bonus Chemical Purchase Grease/Spare Parts/Helium Gas Tax on Gas Consumption Repair & Maintenance (Machinery) Fuel for Car Diesel for Generator Depreciation Closing stock 24 a 25.182.542.521 102.052 79.270 58.033 277.000 310.268.270 611.805 277.364.827 815.489.823 280.842 23.913 202.01) RJSC/NOC Expenses Others Tax & VAT Office Maintenance Office Rent Postage & Courier Printing & Stationary Registration & Renewals Salary & Allowance Security & Protection Telephone bill Tiffin & Flooding Tool Tax Tour Expenses Traveling & Conveyances Tender application Fee Vehicle's Rent & Maintenance 59.862.600.000 3.043.600.000 9.805 Name Feroz Alam Designation Remuneration Managing Director 3.278.600.858.050 402.388 40.094.390.956.000 85.875 1.000 13.489.348.620 269.000 187.682.956.989 600.628.500 4.862.233 2.352 .000 38.862.154 242.497 17.766 605.245 986.01 25a 26.075 361.639 788.500 381.000 157.827 265.190 5.550 230.731 1.922 87.000 95.Islami Bank Bangladesh Limited Profit on Loan .575 7.483 15.805 41.529 994.929.628 284.223 1.968 105.612.000 directorship.101.733.687 989.503 63.809 396.305 651.811 2.940 400.558 11.490 89.922 (130.293 620.261.Islamic Finance & Investments Limited Bank Charges & Commission 46 271.732 824.489.523.057.551 3.994.000 692.843.343 863.431 4.014.609 325.387 807.000 715.441.720 857.391.000 348. the Company carried out a number of transactions with related parties in the normal course of business and arms' length basis.Bank Asia Ltd.00 32.744.350 8.350 17.866) 325.000 325.321 .000 105. Dhaka-1000.33 Capacity Utilize (Unit .Islami Bank BD Ltd.181.580 138.826.106 6.040.000 9.744.744.152.468 284.668.000 114.500 11.139. Income from Interest .059.257 105. 91.421 (56.257.515.465 17.001 - 13.26a Consolidated Financial Expenses Shahjibazar Power Company Limited Petromax Refinery Limited 27. nature of these transactions and their value have been set out below in accordance with the provision of BAS 24 " Related Party Disclosure'. Ltd Comfit Composite Knite Ltd.001.350 21.00 Contingent Assets: The Company has a Contingent Assets of an amount Tk.434.001 13.000 252. Name of the Related Party Petromax Refinery Limited Midland Power Co.350 105.044.040.681 337.225/.118.163 2.364.288.001.468 277.181.152.025.00 BASIC EARNINGS PER SHARE (EPS): Opening Balance as on 01.181.000 License Capacity (Unit . Motijheel.Kw) 78.560 589.682.352 284.00 a) b) 33.639.344.168 8.000 2.000 105.238.181.Exim Bank Ltd.333.499 17.792 376.013 - Long Trem Loan 31. Capital Gain 27a Consolidated Non-operating Income Shahjibazar Power Company Limited Petromax Refinery Limited 28.29.840/. Office Rent Islamic Finance & Investment Limited Nature of Transaction Net Transaction Previous Balances Advance Advance Short Term Loan Administrative Expenses 666.462 2.221 Actual Utilized (Unit .212 238.059.00 Non-operating Income Income from Interest .430.307. Income from Interest .168 7.364.465 13. The name of related parties.Kw) 584.350 8.07.168 8. Profit on FDR .001 - 5.001 13.059.2013 Total number of share Net Profit after tax Weighted Average number of share Earnings Per Share 277.089.Kw) During the period license capacity and Actual capacity considered for 12 (Tweleve) months. 31.00 Current Tax Tax on Non-Operating Income Tax on Capital Gain 29a Consolidated Current Tax Shahjibazar Power Company Limited Petromax Refinery Limited 30.434 (56.which was issued by Shahjibazar Power Company Limited infavour of BPDB and Others Party.375.2012 Bonus Share Issue as on 04.00 Workers' Profit Participant Funds: WPPF is based on net profit before tax @ 5% 28a Workers' Profit Participant Funds: Shahjibazar Power Company Limited Petromax Refinery Limited 29.082.Islamic Finance & Investment Ltd.60 Earnings per share has been calculated in accordance with BAS .02.350 29.639.61 79.755) 24.639.196 29.744.33 Capacity and Utilization: 743.02.515.893 1.815.350 7.498.001.32 273.465 29.352 71.600 2.842 108. The Company has also Contingent Liabilities of an amount Tk.000 (7.515.059.302. Related Party Transaction: During the year under review.076 - 47 Net Transaction 163.391.391.275 7.059.208 5.000 743. advising Bank Islami Bank Bangladesh Limited.866) Balance as on June 30.which was issued by BPDB in favor of Shahjibazar Power Company Limited. 68. 2013 829.639.693. Local office. Events After the Reporting Period : Subsequent to the Financial Statement/Balance sheet date. Sd/Chairman Sd/Director Sd/Managing Director Dated: 28 January. The board of the company on their Board Meeting held on January 27.00 37. Youth Garments Ltd. A-One Polar Ltd.) Ltd.) Ltd. 2014 has recommended the 15% cash dividend to the shareholder for the year ended June 30. dated on 15 January 2014.000 and above per annum were 121 as against 116 of the previous year. Power Vantage Wear Ltd. 2013. 2013. with SPCL Rezakul Haider Feroz Alam Chairman Director & Managing Director Anis Salahuddin Ahmad Director A. Youth Fashion Ltd. Islamic Finance & Investment Ltd Comfit Composite Knit Ltd. 2014 Dhaka 48 . Petromax Refinery Ltd.) Ltd. Shirts Mine Ltd. (ii) the number of employees engaged for the part of the year and drawing remuneration of Tk. Liberty Knitwear Ltd. Petromax Refinery Ltd. 36. Youth Garments Ltd.000 and above per month was nil.K. Apparel Marketing & Trading Network Ltd Orbital Accessories Ltd. Number of Employees: (I) the number of employees engaged for the whole of the year and drawing remuneration of Tk.00 36. 2013 subject to the approved by the regulator. Position Chairman Chairman Chairman Chairman Share Holder Chairman Managing Director Managing Director Managing Director Managing Director Director Managing Director Director Share Holder Director Chairman Chairman Chairman Chairman Chairman Director Director Director Director Managing Managing Managing Managing Managing Director Director Director Director Director Credit Facility: No credit facility availed by the company under any contract other than bank credit facility and trade credit which are in the ordinary course of the business. ł7KHUHZDVQRPDWHULDOFDSLWDOH[SHQGLWXUHDXWKRUL]HGE\WKe Board or contracted for as at 30th June. 2013. Petromax Refinery Ltd. (iii) Workers profit participation fund (WPPF) Shown in this financial statement.00 (i) (ii) 38. Eden Multi care Hospital (Pvt. Islamic Finance & Investment Ltd Chowdhury Apparels (Pvt. Garments Export Village Ltd. Islamic Finance & Investment Ltd Chowdhury Apparels (Pvt.Directors Interest in other Companies: Name Design. Comfit Composite Knit Ltd. Micro Fiber Ltd. Claim Acknowledgement: There was no claim against the Company not acknowledged as debt as on June 30. Midland Knitwear Ltd. Samsuzzaman 34. Comfit Composite Knit Ltd. Capital Expenditure commitment: ł1RFDSLWDOH[SHQGLWXUHFRQWUDFWHGRULQcurred provided for as at 30th June. 36. Youth Fashion Ltd. Petromax Refinery Ltd.00 35. Grey stone Sweater Ltd. Orient Chem-Tex Ltd. The proposed dividend is recognised at the statement of Financial Position in accordance with BAS-10 " Events After Reporting Period" Bangladesh Securities and Exchange Commission approved Initial Public Offer (IPO) of Shahjibazar Power Company Limited by the public Information.M Badiul Alam Director Md.00 Director Entities where they have Interest Petromax Refinery Ltd. 540.099 14.2 0 12 A d d it io n d ur ing t his p er io d D ep r eciat io n D isp o sal d ur ing t he p er io d B alance as o n 3 0 .750 Dish antena 87.750.724 29.280.458.6 8 0 .606 1.426.374 34.676 3.353 2.886 4.800 11.115.219 20.A C o st SL.9 2 2 9 8 2 .922 982.422 29.7 9 1 - 3 .0% June-2013 6.411.910 170.266.573 8.908 - - 132.426.503.996.000 507.065.000 27.6 5 7 - 3 .601.301.358.070 198.420 14.805.935.2 0 12 Land & Land Develo pment 149.690.395 15.680.965 644.000 3.968 31.340 15.910 Computer & Printers 1.322.208 15.517 3.536 830.103 Refrezarator 161.886 1.442.300 35.982 178.340 15.123 12.0% Solar Pow er System 560.886.782.359 50.935.055.805.0% Fork LIFT 1.268.940.300 87.425 195.866 22.006 10.000 5.096 1.124 11.908 15.500 15.996 15.200 Mobile Phone 27.406 19. 2013 A nnexur e .015 1.395 326.359 64.063 5.406 6.2 0 13 1 29.392 63.750.0% 11.686 104.065 0.310.160.166 417.3 11 5 16 .0% 1.967.000 Water Treatment Plant 390.990 34.588 387.659.0% 80.3 3 2 .605.013 201.2013 period Land & Land Development 180.374 743.742 5.060.012.0% 87.651.839 30.939.0% 19.316 387.013 201.982 20.325 70.300 15.023 26.409.219 20.517 5.0 5 6 2 2 7 .794 1.000 3.975.000 - 390.796 144.300 - 102.549 Cable Purchase & Installation 29.371.184 9.651.459.316 58.692 18.802 7.4 7 5 .0% 7.046 33.8 5 2 3. 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 Depreciation Written Dow n Value as on 30.180.531.839 108.282.541.0% Water Line Installation 326.982 130.0% 734.845 64.0% Jetty 79.500 3.500 219.0 6 .500 15.325 39.082.090 20.000 15.0% Cylindrical Vertical Steel Tank 86.161 266.000 560.000 15.027 - 6 Deep Tube-well 7 8 9 10 11 Water Treatment P lant M echanical & Electrical Go o M aintainence Equipments Fire Extinguisher Furniture & Fixture 390.930 10.310 1.081.941.029 - 1.0% 39.435 6.06.000 15.892.0% 10.115.261.000 87.395 5.475.2013 Disposal Balance as on Balance as on Charged During Balance as on Balance as on Addition during during the Rate % 31.588 491.968 326.422.150 11.653.967.342 Television 57.0% 80.587.538.800 11.146 15.139.903 4.300 932.252.420 Sports Items 28.431. 50.449.124 11.0% Telephone Installation 31.968 15.587.800 2.0% 629.920 J une .0% 7.06.768.588 1.878 15.681 178.406 19.536 830.0% 3.0 6 .0% 20.000 117.637 - - W r it t en D o wn V alue as o n 3 0 .797 Electric Installation 18.000 52.989.340 57.886 1.0 6 .950 5.836.950 1.966 7.2 6 8 .580 19.455 10.930 11.284.0% 15.000 117.0% Crockerries 92.309 330.2 0 12 3 .340 - - 57.742 Gas Pipe line Installation 11.096 Fire Extinguisher/Equipments 130.000 404.651 20.138 106.637 6.979 104.0% 22.114.538 5.050 15.374 34.442.455 - - 12.857 4 5 Cable P urchase & Installatio Gas P ipe line Installatio n - 29.410 750.082.361.000 507.060.9 0 6 .000 304.441 130.310 5.334.146 1.000 28.523.0% 390.936 76.369.13 R at e % B alance as o n 0 1.300 102.856.797 2.046 - 469.750 90.824.103 588.768.613 2.836.050 5.950 52.225 1.431.580 19. No.875.566 1.400.750 34.0% 629.681 178.000 304.587.301.7 9 6 7 4 3 .574.000 15.07.047.342 56.737 542.124 20.750 52.911 15.0% 26.820.750 183.0% 10.382 6.0% 734.750 58.462.769 - C har g ed D ur ing t he p r eio d 149.000 31.252.805 3 P lant & M achineries - 3.200 15.047.000 350.996.566 57.740 15.637 273.939 15.235 3.593 25.0% 125.996 15.0% 10.184 9.941 3.9 0 6 .124 29.574.000 3.9 3 6 .7 13 .982 2.096 491.0% 15.0% B uilding & Co nstructio n 372.023 26.903 Deep Tube-w ell 780.681 10.842.000 1.941.530.156.000 15.0 7.805.980 433.2 0 13 3 .065 - 780.13 01.250 Mechanical & Electrical Goods 304.409.194 J une .250 155.312 19.930 - B alance as o n 3 0 .2 14 .468 121.0% 56.000 33.090.06.0% 160.150 13.422 10.16 8 .950 181.0% 160. No.9 6 8 743.0% 9.750 183.601.138 106.142.548.382 6.027 273.099 195.0% 26.208 161.0% 108.000 52.601 SHAHJIBAZAR POWER COMPANY LIMITED SCHEDULE OF FIXED ASSETS FOR THE YEAR ENDED JUNE 30.637 PABX/Finger print Machine Inst.050 52.307 Maintainence Equipments 178.166 1.240 1.500 87.845 Vehicles 20.000 27.805.0 7.361.0% 56.187.3 3 2 .112.455.050 4.174 Air Conditioner 885.000 780.663 63.745.774 Particulars 181.309 330.187.549 2.0% Generator 17.750.012. Par t icular s B alance as o n 0 1.500 577.370 4.671 15.601 35.500 30.878 3.065 - - 149.475.892.686 15.2 0 13 2 3.538. 2013 Cost Sl.2 6 1.530.371.265.411.7 7 4 2.852 238.966 - - 372.CONSOLIDATED SCHEDULE OF FIXED ASSETS FOR THE YEAR ENDED JUNE 30.468 35.593 5.945 857.0% 390.16 3 .0% 15.9 5 7 .601 35.0% Office/factory Equipment 434.573 8.936 76.920 20.449.460 49 .681 304.641 4.000 15.0% Building & Construction 687.0% 19.162.911 560.161 Plant & Machineries 5.3 11 5 0 .065.345 37.618.2012 this period the preiod 30.022.000 1.690.997.0% 22.594 1.671 19.930 20.900 12 Co mputer & P rinters 13 Refrezarato r 14 Televisio n 15 16 17 18 A ir Co nditio ner Dish antena M o bile P ho ne Spo rts Items 19 P A B X Installatio n 20 Vehicles 780.654.07.500 87.345 37.023 155.307 144.151 2.0% 20.250 121.458.290 625.2012 01.0% 125.538 70.867 132.000 273.305.055.745.503.588 Furniture & Fixture 6.987 84.0% 90.180.425 13.142.796 404.000 15.000 1.225 25.000 48.217.836.970 20.613 2.836.250 15.061 6.500 2.794 1.15 6 .333 1.852 2 3 8 .5 2 0 19 3 .594 219.965 0.885.370 9.455 5.538.300 15.000 27.174 22. 656.96 2.35% Fixed Assets 3.215.064.000 1.349 808.60 2.90% 10.006.556.842 273.000.99 0.956.835.492.536.663.475.308 14.538 147.88 Time Interest Earned (times) Return on Assets % Return on Equity% Face Value Per Share Earning Per Share Net Assets Value Per Share 1.13 0.298 383.845.35 9% 10.581.849 3.437 5.594.050.576 Current Assets 1.257 273.040.423.856.139.412.000 5.08% 49.716.406.845.389.929.57% 28.76 11.641 483.260 41.408 875.349 2.257 397.000 Paid Up Capital 960.14 0.00 2.444 3.953.87 Current Liabilities Operating Cash Flow Current Ratio (times) 1.403.187.26 Quick Ratio (times) 1.14 11.000.000.000 5.375.91 10.333.000 Retained Earnings 969.187.008.068.00 2.543 Total Assets 5.000.85 1.688 573.918.683.656.SHAHJIBAZAR POWER COMPANY LIMITED Financial Highlights Particulars June .882 Gross Profit Gross Profit in % Net Profit After Taxation Net Profit After Taxation in % 18.475 2.32 24.26% 40.583.298 1.501 882.141.232.20% 25.008 1.2013 June .19% 32.15% 19.299 578.000.99 12.69 12.2012 June .00 10.000.000 1.01 2.87 0.59% 54.507 248.59 Per Share Operating Cash Flow 1.305 331.2011 June .19% 10.45% 252.180.960.30 0.000.006.944.670.857.000.780 5.036 3.506 3.06 1.89 Debt Equity Ratio (times) 0.581.098.74 0.736.59 21.88 5.78 3.45 Human Resources (persons) : 121 116 114 102 Executives 47 40 52 40 Staff and Workers 74 76 62 62 50 .980.280.507 808.2010 Authorized Capital 5.208.000 5.299 693.115.333.80 1.716.000.406.458.641 875.883.507 2.144 1.73 0.590.00 10.04 24.614 1.181 578.000 1.44 10.050.357 1.133.534 Net Assets 2.538 Turnover ( Gross) 1.590.586 14.507 1.46 1.145.064.953.725. on a test basis.725·65(3257 OF PETROMEX REFINERY LTD.2013 51 .11. records and other statutory books have been maintained so far as it appeared from our examination of those books. c) 7KHFRPSDQ\¶V%DODQFH6KHHWGHDOWZLWKE\WKHUHSRUWDUHLQDJUHHPHQWZLWKWKHERRNVRIDFFRXQW d) 7KHH[SHQGLWXUHLQFXUUHGDQGSD\PHQWVZHUHIRUWKHSXUSRVHRIWKHFRPSDQ\¶VEXVLQHVV Sd/G. In our opinion. b) In our opinion. CHARTERED ACCOUNTANTS Dhaka 28. the financial statements. We have audited the accompanying Financial Statement of PETROMEX REFINERY LTD. We conducted our audit in accordance with the Bangladesh Standards on Auditing (BSA). give a true and fair view of the state of affairs of the company and its subsidiary as on 30 June 2013 and of the results of its operations for the year then ended and comply with the companies Act 1994 and other applicable laws and regulations. An audit includes examining. We believe that our audit provides a reasonable basis for our opinion. evidence supporting the amounts and discloses in the financial statements. the company management has followed relevant provisions of laws and rules in managing the affairs of the company and proper books of accounts.$8'. as well as evaluating the overall presentation of financial statements. We also report that: a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof. An audit is also includes assessing the accounting principles used and significant estimates and judgments made by management. NABI & CO. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. prepared in accordance with the International Accounting Standards (IAS) as adopted by The Institute of Chartered Accountants of Bangladesh (ICAB) as Bangladesh Accounting Standards (BAS). comprising Balance Sheet DVRQ-XQH7KHSUHSDUDWLRQVRIWKHVHVWDWHPHQWVDUHWKHUHVSRQVLELOLW\RIWKHFRPSDQ\¶VPDQDJHPHQW2XU responsibility is to express an independent opinion on these financial statements based on our audit. 700.338.72 56.00 1.24 140.24 2.590.00 802.00 283.278.668.469.772.333.75 2.983.062.00 100.856.912.413.333.V) Biological Assets Preliminery Expenses Deferred Revenue Expenditure 3 4 5 6 Current Assets Advance.231. June 2013 Notes June 30.255.867.670.678.05 10.465.00 336.543.580.00 - 4.528.010.742.000.00 2.00 199.526.569.143.52 26.44 58.401.262.143.982.405.273.79 129.117.Deposites and Prepayments Goods Intranst Cash & Bank Balance 7 8 9 TOTAL ASSETS SHARE HOLDER'S EQUITY AND LIABILITIES Shareholder's Equity Share Capital Share Money Deposite Non-Current Liabilities Loan from Subsideries Loan other than Bank Long Term Loan Current Liabilities Liabilities for Expenses L/C Liabilities Short Term Loan 10 11 12 13 14 15 16 17 TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY 3.126.426.00 313.000.039.557.460. 2012 Taka ASSETS Non-Current Assets Property.792.00 4.44 834.52 199.959.386.00 100.609. plant and Equipment(at W.00 829.33 4.333.47 2. BALANCE SHEET As on 30.400.000.744.45 21.208.400.261.212.24 2.424.000.599.00 873.776.522.00 1.270.89 115.795.547.143.000.D.PETROMEX REFINERY LTD.35 2.400.117.00 33.742.629. 2013 Taka June 30.00 99.52 The accompanying Notes are an integral part of these financial statements.000.52 257.795.829.141.043.333.330.078. Chartered Accountants .231.043.00 100.019.311.620.60 276.231. Sd/Director Sd/Chairman 52 Sd/G.826.214.00 1.335.528.03 141.382.322.629. Nabi & Co.376.631.00 99.045.890.00 2.526.400.00 666.45 2. 952. Sd/Director Sd/Chairman Sd/G.382 The accompanying Notes are an integral part of these financial statements.522. Statement of Cash Flows FOR THE PERIOD ENDED JUNE 30.254. 2012 - - (619.071) 56.776.PETROMAX REFINERY LTD.190.382 52.119.637. plant and equipment Preproduction -Investment Advance paid for property.000 696.484.519 1. Sd/Director Sd/Chairman 53 .512 726.492 70. 2013 A Cash flow from operating activities B Cash paid to suppliers.311 56.590) (1.2013 Taka Revenue Cost of Sales Gross Profit General and Administrative Expenses Other Income Exchange Gain Profit from Operation Financial Income Financial Expenses Net Financial Cost Profit for the Year Provision for Tax Retained Earnings The accompanying Notes are an integral part of these financial statements.100.929 F Cash and cash equivalents at the end of the period (D+E) 21. 2013 30 June.171.327.119.509.383.642.672) (10.454 4.214. plant and equipment C Net cash used in investing activities Cash flow from financing activities Share money deposits Loan from Subsidiary Short term Loan Project Loan 30 June.993.333. Chartered Accountants PETROMAX REFINERY LTD. 2013 Notes - June 30.515) (189.919. Profit and Loss Account for the year ended 30 June .776.908) (761.912 Net cash flow from financing activities D E Net cash inflow for the period (A+B+C) Cash and cash equivalents at the beginning of the period (35. Nabi & Co.440) 47.400 375.334.920 99.365 (1.929.103.107 279.291.879) (9.458) 376.741. service providers and employees Financial Charge Net cash used in operating activities Cash flow from investing activities Acquisition of property.2012 Taka - - - - - June 30. 400 Amount in Taka Share capital Opening balance at 1st July.333.333.333.400 199.2012 Share capital Share money deposits Balance at 30 June 2013 100.400 199.333.000.000 - Balance at 30 June 2012 100.2011 Share capital Share money deposits 100.333. 2013 Amount in Taka Share capital Opening balance at 1st July.000.333.000.400 . STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED JUNE 30.333.000.000.400 Total 199.000 100.400 99.000 Share money deposit 99.400 Total 100.PETROMAX REFINERY LTD.000 Sd/Director Share money deposit 99.400 Sd/Chairman 54 - 99.333.000 99. 4. equipment vendors and other contractors. kerosene. 2009 vide registration no. Mongla Port Industrial Area. Nature of business The principal activity of this company is to set up Condensate Fractional Plant for Production and supply of Petroleum products like petrol. Statement of Compliance The financial statements of Petromax Refinery Limited have been prepared in accordance with the Bangladesh Accounting Standards (BAS) and Bangladesh Financial Reporting Standards (BFRS). Dhaka ± 1216 and the factory office is located at 15. 2. Use of estimates and judgments The preparation of financial statements requires management to make judgments. The management of the company will continue its operational existence for the foreseeable future on the basis of improved profitability and continued support its bankers. Accounting Convention and Basis These Financial Statements have been prepared under the Historical Cost Convention and Going Concern basis in accordance with applicable International Accounting Standards in Bangladesh which does not vary from the requirements of the Companies Act 1994. liabilities. 2013. The Company was incorporated in Bangladesh on 14th May. 2. and other laws and rules applicable in Bangladesh. 1. 2. The registered office of the company is located at Youth Tower.PETROMAX REFINERY LIMITED Notes to the Accounts For the year ended 30 June. Actual results may differ from estimates. Companies Act 1994 and other applicable laws in Bangladesh. Functional and presentational currency and level of precision 7KH ILQDQFLDO VWDWHPHQWV DUHSUHSDUHG DQGSUHVHQWHG LQ %DQJODGHVK &XUUHQF\ 7DND. Bangladesh. Octane.2. 2. Corporate History: The Petromax Refinery Limited is a public Limited Company not listed in the Stock Exchange registered under The Companies Act 1994.2. Status of the Reporting Entity 1. Measurement bases used in preparing the Financial Statements The elements of financial statements have been measured on "Historical Cost" basis. Mongla.5. income and expenses. suppliers. estimates and assumptions that affect the application of accounting policies and the reported amounts of assets. which is one of the most commonly adopted base provided in "the framework for the preparation and presentation of financial statements" issued by the International Accounting Standard Committee (IASC). C-58744. 822/2 Rokeya Sarani. 2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATERIAL INFORMATION: 1.1.3.1. SBP & MTT & Fuel gas to BPC. Basis of Preparation: 2. Bagerhat. Principal Accounting Policies: The accounting policies set out below have been applied in preparations of these financial statements 3. which is determined with reference to the net book value of the assets and net sales proceeds. plant and equipment in accordance with the provisions of BAS 16: Property.7.1.1.1.1. Plant and Equipment 3. the cost and accumulated depreciation are eliminated and gain or loss on such disposal is reflected in the income statement. Disposal of Fixed Assets On disposal of fixed assets. Plant and Equipment. After initial recognition.2. Plant and Equipment. Recognition and Measurement Items of Property. 2. Components of the Financial Statements According to the International Accounting Standard (IAS) 1 as adopted by ICAB as BAS 1 "Presentation of Financial Statements" the complete set of financial statements includes the following components: i) Statement of Financial Position ii) Statement of Income Statement iii) Notes to the Financial Statements The basis of preparation of Financial Statements is the "Historical Cost Convention". 3. 55 . Reporting period The financial period of the company covers one year from 1 July to 30 June and followed consistently. 3.3. Plant and Equipment (PPE) are initially measured at cost.6.ZKLFK LV WKH FRPSDQ\¶V functional currency. 2. Property.1. All financial information has been shown rounded off to the nearest Taka except where indicated otherwise. an item of PPE is carried at cost less accumulated depreciation and impairment losses in compliance with the requirements of BAS-16: Property. 3. Depreciation on Fixed Assets Depreciation will be recognized in the profit and loss account on a straight line basis over the estimated useful life of property. 3. related pre-operational expenses form part of the value of assets capitalized.1.Rate of depreciation on other property. Taxation 1RSURYLVLRQLVUHTXLUHGIRUFXUUHQWLQFRPHWD[RQWKHFRPSDQ\¶VSURILWV/RVVEHFDXVHFRPSDQ\QRW\HWJRQHWR the commercial production.4. 3.1. 3. 3. Trade and Other Liabilities Liabilities are carried at the anticipated settlement amount in respect of goods and services received.8. Hence. plant and equipment. Revenue Recognition Revenue not yet recognized in the income statement. 3.6. adjustments or charges to other account heads such as PPE or inventory etc. whether or not billed by the supplier. Expenses capitalized also include applicable borrowing cost considering the requirement of BAS-23: Borrowing Costs. Deposits are measured at payment value.1. 3. Deposits and Prepayments Advances are initially measured at cost.5. Accounts Payable.QYHQWRULHV´DIWHU making due allowance for any obsolete or slow moving items which will be applicable after the commercial operation 3. After initial recognition advances are carried at cost less deductions. Deferred Revenue Expenditure.6.4. Prepayments are initially measured at cost.9. Tax Provision will be kept as per Government Rules & Regulation from the date of start of its commercial operation. 1 DQGDVSHUWKH3URYLVLRQRI³7KH)UDPHZRUNIRUWKHSUHSDUDWLRQDQGSUHVHQWDWLRQRI )LQDQFLDO 6WDWHPHQWV´ LVVXHG E\ WKH . Provisions A provision is recognized on the balance sheet date if. 3. Pre-Operating Expenses and Borrowing Costs In respect of major projects involving construction. no evaluation of recoverability of assets was performed. Other Corporate Debt. plant and equipment considering the useful life of assets are as follows: Building and Other Construction Plant and Machinery Furniture and Fixture Office & Electrical Equipment Office Decoration Motor Vehicles Maintenance Equipment 5 to 10 % 6 to 15% 10 to 15% 15 to 20% 15 to 20% 20% 15 to 20% 3.5. 3.7.3.QWHUQDWLRQDO $FFRXQWLQJ 6WDQGDUG %RDUG .$6%. 3. Cash and Cash Equivalents Cash and cash equivalents include cash in hand and with banks on current and deposit accounts which are held and available for use by the company without any restriction. Depreciation on Fixed Assets Depreciation will be recognized in the profit and loss account on a written down value basis over the estimated useful life of each property. Impairment of Assets No fact and circumstances indicate that company's assets including property. Advance.1. the company has a presents legal or constructive obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. it will be generated from the commercial operation. There is insignificant risk of change in value of the same. After initial recognition prepayments are carried at cost less charges to profit and loss account.7. 3. Inventories Inventories will be valued at lower of cost and net realizable value in accordance with BAS-³.2. as a result of past events. Responsibility for Preparation and Presentation of Financial Statements: The Management is responsible for the preparation and presentation of Financial Statements under section 183 of the Companies Act. plant and equipment may be impaired. Other Current Assets Other current assets have a value on realization in the ordinary course of the company's business which is at least equal to the amount at which they are stated in the balance sheet. Actual result could differ from those estimates. reserves and contingencies.10. 3. 56 . DV DGRSWHG E\ WKH Institute of The Chartered Accountants of Bangladesh (ICAB). Estimates are used for accounting of certain items such as depreciation and amortization. Risk and uncertainties for the use of estimates in preparing financial statements Preparation of Financial Statements in conformity with the Bangladesh Accounting Standards requires management to make estimates and assumption that effect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statement and revenues and expenses during the period reported. taxes. 828.00 80.735.978.00 14.00 776.00 141.00 1.946.420.00 16.278.881.00 492.00 127.00 1.00 6.00 25.00 325.853.000.00 1.00 243. NDT Traning News Paper Bill -DRE Office Exp.00 983.13 475.273.666.00 Taka 50.402.00 276.00 519.81 274.065.00 8.058.446.924.318.068.819.515.00 0.Expenses-DEF.2012 Taka Taka 276.00 0.00 253.363.00 149.000.150.00 58.065.00 0.00 1.00 Taka 141.00 953.00 0.00 7.-DRE Card Expenses-DRE Car Insurance-DRE Car Rent-DRE Carring Charge-DRE Cleaning Charge-DRE Compensation Clearing & Forwarding Charge Computer Accessories-Dre Condensate Test CHARGE-Dre Consultancy Fee Credit Rateing Charge Dredging Charge Dyes and Chemical Electricity Bill-DRE Entertainment-DEF.134.654.575.693.134.000.110.150.-DRE Office Maintenance-DEF.231.623.971.346.416.00 525.317.315.13 243.125.982.00 113.889.546.220.31 0.00 24.00 282.000.00 491.000.231.500.00 263.00 700.00 2.00 138.044.000.00 360.922.00 110.00 2.000.00 4.500.2013 Taka 4 Biological Assets 5 Tree Plantation Total = Preliminery Expenses Items 6 Items Feasibility Report Environment Certificate License and Renuwal fee Security and Exchange commission Joint Stock Related Works Total = Deferred Revenue Expenses Items Bank Charge-DEF Advertisment fee Bonus-DRE Business Promotional Exp.609.00 2.00 2.00 Taka 41.00 2.693.390.936.620.156.898.000.00 834.00 325.00 225.00 187.500.650.00 (824.403.652.00 243.00 117.00 154.180. Omp Policy-DRE Overtime-DRE 57 June 30.00 55.00 0.180.653.790.010.000.062.750.00 100.596.231.00 213.00 501.000.471.00 4.00 500.00 121.00 0.000. Food Allowance-DRE Audit Fee-DRE Form & Fees A/C Fuel And Lubricant-CAR Fuel And Lubricant-DRE Fuel And Lubricant-Generator Gas Bill Kitchen Generator (Diese) rent Gift And Donation-DRE Hardware Goods-DRE Head Office Rent-DRE Hotel Rent-DRE House Rent(DORMETORY) Insurance Premium-Marin Interest Charge Internet Charge-DRE Labour Bill-DRE Land Tax L/C Charge Lease Rent Lease Rent-Land Legal Fee-DRE Medical Expexses-DRE Misc.00) 19.00 66.374.528.00 230.425.609.00 0.000.291.00 2.00 1.850.00 793.00 0.427.463.102.00 23.220.088.983.150.00 189. Mobile Bill -DRE Municipal Tax Misc.00 492.00 853.713.00 222.087.00 60.665.00 0.00 243.00 24.00 381.887.000.00 352.736.000.00 1.00 253.960.00 3.00 100.00 368.00 225.713.141.00 12.00 8.125.00 263.884.00 0.868.231.550.81 100.890.868.00 698.00 1.498.607.00 109.00 0.087.June 30.000.00 135.00 57.176.00 243.565.00 529.00 .000.00 370. Canteen Exp.00 39.00 3.00 141.00 4.00 643.409.328.896.880.891.00 2.00 472.00 28.834.446.00 Taka 78.00 30.00 410.102.00 1.00 500.000.Income-DEF.516.890.00 Taka 50. 891 8.00 617.45 802.042 26.00 56.00 2.340.659. Deposits and Prepayments: Advances Deposit Prepayments Advance to others** Recoverable Advance (in cash) *** Advance to others** Comfit Composite Knit Ltd.00 0.00 43.00 1.108.00 3.702.00 0.800.332 1.00 534.019. Spare Parts Stamp charge Telephone Bill DRE Tiffine bill Toll -DRE Tour Exp.00 22.300.401.519.643.470.357.00 26.00) 4.00 524.593.338.958.00 8.262.00 (4.00 841.00 535. Fair Deal Enterprise Tex-Concern ICON Engineering Services Clearing and forwarding agency *** 8 Ahsan (Mongla) Ashraf Ali Faruque (Peon) Jamal Mia Iqbal (C&F) Jashim Uddin (Engr.00 523.000.898.000 2.00) 1.00 193.)) Tarequel Islam (Purchase Dept.200.00) 1.100.00 5.00 (4.500.00 8.000.620.336.00 12.693.00 16. Professional Fees Statianary-DEF.276.749 8.000.362.020.00 2.000.607.00 186.350. Salary and Allowance(Head Office) DRE Salary & Wages (Factory) Security Service-DRE Soil Test.Postage And Courier Service-DEF.00 2.) Kazi Mamun Mahbubul Alam(Factory) Monirul Huda Nazrul Islam Mozammel Driver Redwanul Bari(Customs) Salek Driver Shahabuddin (Purchase Dept.717.00) 1. Uniform(Security)-DRE Wastage Sales Water Bill-DRE Water Test Fee-DRE Total = 7 Advance.00 (1.00 237.019.00 74.978.461.400.276.000 850.724 3.332 86.00 9.00 43.000.091.829.476.000.374.970.00 336.45 58 850.44 11.00 252.00 65.590.526.000.000.00 678.000.00 0.00 24.00) (5.673.00 33. Training Fee-DRE Transport Cost Travelling And Conveyance-DEF.898.) Shahjada (Messenger) Shazib Hasan Tajul Driver Zakirul (Peon) Total = Goods In Transit Items For Raw materials(Condenset) Total = 160.00 0.00 0.397.00 56.000.229.00 554.00 2.00 650.617.677.00 1.401.749 3.084.220.00 129.317.019.683 3.582.431.397.995.919.957.00 1.00 56.338.251.733.575.00 9.00 43.480.00 3.428.805.543.650.552 (1.00 5.491.00 1.00 115. Remuneration-DRE Repair And Maintenance-DRE Repair & Maintenance(CAR)-DRE Salary & Allowance-DEF.245.00 (100.770.211.919.400.240 28.245.00 5.700.297.00 660.911.041 28.72 Taka - .489.00 250.643.72 31.631.113.178.470.505.75 33.726.607.00 25.876.199.00 Taka 802.000.00 103.858.526 31.00 265.00 1.517 58.00 2.369.00 671.00 82.240 89.909.083.00 8.266) 10.900.345.724 1.00 24.749 16.211.00 3.388.613.199.00 (175.020.00 462.533.201.00) 4.322.003.491.72 2.00 11.00 211. 00 98.000.000.00 HPSM (IBBL) Term Loan (Bank Asia) Total = 59 Taka 1.00 100.463.300.00 829.933.861.340 6.000 shares @ Tk. Comfit Composite Knit Ltd.700.00 Taka 666.00.00 237.333.826.000.00 31.000.00 9.Islamic window) A/C No:333006320 Bank Asia(Principal Off.966.000.700.700.22 1.00 4.) Total = Share Capital Authorized Capital : 300.600.255.000.Br.00.744.000 10. Subscribed and paid -up: 1. Midland Knitwear Ltd.00 200.333.251.400 100.700.600.330 3.000.000.00.000 shares @ Tk.Ltd SHARE HOLDING POSITION: Name of the Share Holder Feroz Alam Rezakul Haider Anis Saluddin Ahmad Akbor Haider Asgor Haider Faridul Alam Faisal Alam Shahida Alam Ishrat Jahan Badiul Alam Shamsuzzaman Shahjibazar Power Co.365.00 4.522.00 Long Term Loan Items Taka 1.333.900.967.000 11.212.50 22.000.792.00 1.300.00 Taka 50.362.000.00 50.000.966.430.000.) L/C Margin IBBL (Local Office) L/C Margin Exim Bank (Rajuk Avenue br.50 56.000. TOTAL Share Money Deposite Items Feroz Alam Rezakul Haider Anis Saluddin Ahmad Akbor Haider Asgor Haider Faridul Alam Faisal Alam Shahida Alam Ishrat Jahan Badiul Alam Shamsuzzaman Total = Loan from Subsideries Items Shahjibazar Power Co.000.03% 0.382.Ltd. of Shares 12.73 21.700.966.375.582.00 each Issued.330 6.330 3.744.52 57.078.00 4.776.00.330 3.000 % of Shareholding 0.03% 0.966.039.330 3.00 each fully paid in Cash Movement of Share Capital: Opening Balance Add:Allotment to Shahjibazar Power Co.300. Taka 4.00.010.670 3.278.000.10.255.912.11% 0. Total = Loan Other Than Bank Items Garments Export Village Ltd.12% 0.000 3.00 .000 Taka 17.600 99.) A/C No:125161 Exim Bank(Rajuk Avenue br.97 4.00 2.07% 0.000.00 16.000 9.600 99.212.10% 99.000.335.03% 0.000 100.00 1.00 313.400.330 3.00 9.429.340 10.557.310.659.933.792.10.52 1.700.00 Taka 50.33 3.00 99.00 213.00 31.886.00 50.707.000. Youth Fashion Ltd.966.460.966.400 666.460.000.81 2.9 10 11 12 13 Cash and Bank Balance Items Cash in Hand A/C No:9766 IBBL (Local office) A/C No:1000025 Bank Asia(Principal Off.000.00 13.00.03% 0.00 10.Ltd.000.880.00 4.960.00 10.826.042.335.000 666.280.000.03% 0.362.000.367.00 Total = 14 Taka 2.320.908.00 4.670 10.912.44 Taka - Taka 829.00 4.07% 0.933.33% 100% No.580.00 666.000 10.311.03% 0.00 14.000.261. 00 (700.00 (861.78 6. Yaar Technologycal Service Ltd. Balaka Tools Traders Bangla Mills Stors Barishal Nartury Emi Engineering Ltd.00) 474. Hydraulic Collection Linde Bangladesh Ltd.00 52.00 100. G.489.468.00 123. Rupali Insurance Co. Energypac Power Generation Ltd.00) 40.000.678. Global Automation Ltd.044.00 (1.00 (78.400.000. Automation Engineering & Controls Ltd.00 26.00 873.00 140.00 145.00 Taka 46.706.000.044.000.00 13.465.464.026.583. Watashi Security Ltd.528.000. Paradise Cable Ltd.00 60.Co.00 82.00) (9.570.Ltd. Total = L/C Liabilites (Exim Bank) Items L/C Liabilities (L/C No:1953-12-02-0005) L/C Liabilities (IBBL-Local Office) L/C Liabilities -L/C No:086212990115 Total = Short Term Loan Items MIB(BAI MURABAHA-IBBL) MPI Loan (Mura Post Import) TR( Murabaha Shortterm Loan) TDS and VDS Total = 60 Taka 4.000.00 32.00 335.00 255.00 5.430.231.000.000.00 3.000.00 798.168.00 360.345.960.743.R Automobile Ark Power Ltd.00) (390.424.00 80.00) 1.000.675.00 48.00 68.256.000.00 113.228.00 39.00) 375.000.334.00 (175. Active Fine Chemical Ltd. Penguin Engineering Ltd.469.00 335. Modern Erection Ltd.00) 37.000.000.000.000. Vishion Tex.386.00 (133.45 Taka (1.00 46. Green Power Transformer Co.000.000.000.121.00 257.000.00 129.00 40.600.881.15 16 17 Liabilities for Expenses Items A-Star Ndt Training And Service Centrebd Pvt.120.79 Taka 48.00 4.000.00 896. A.795.000.126.00) 135.870.100.00) (60.000.831.500.00 190.000.151.Ltd.338.52 5.00) 5.465. Energypac Engineering Ltd.000.776.00) (678. Bureau Veritas (BD) Private Ltd.668. Mamun Light House Islami Insurance Bangladesh Ltd.00 (400.581.01 302.00 75.00) 16.000.000.000.231.Nabi & Co.00) 58.00 34.Ltd.565. SP Engineers Tara Traders Shohel & Brotjhers Sigma Construction Company Unitech Products Bd.990.500.000.45 28.00 234.00 5.00 623.400.976.000.000. Dhaka Insurance Ltd.000.000.00 877.500.00 194. Navana Toyota 3S Center Novia Systems Oriental Services Av(BD) Ltd. Prophecy Furnishers Puradesta Prakawshali Rizwan Transport Agency Ltd.Ltd.500.000.800.Feroz Alam General Automation Ltd.000.640.00 (119. Modina Tyre And Bettery Mjl Bangladesh Ltd. Environment And Engineeering Associate Mr.261. Kalam Glass House & Thai Aluminium Fabricators Monico Ltd.339.00 Taka - .00 525.960.52 Taka 257.000.308.00) 72.330.000.528. Poly Cable Ind.00 (400.00 11. 250.3 76 .0% 15.00 468.00 657.00 326.00 378.00 Computer 03 18.922.121.00 326.0% 15.989.Plant and Equipment 1.0% 20.818.250.00 - 525.0% 15.00 717.000.78 31.261.00 8.52 Balance as on 01.0% 7.000.00 Balance as on 30.0% 15.6 0 3.3 76 .240.261.2 76 .728.663.012.8 6 7.047.61 05 Fork LIFT Water Line Installation Water Treatment Plant 19 20 2 .261.710.877.6 70 .029.774.000.00 3.00 3.00 63.00 31.240.273.74 4 9 1.00 17.00 19.00 560.449.146.3 76 .07.900.10 0 .74 155.670.0 3 2 .00 1.0 55.449.2013 15.670.767.950.9 79 .9 2 7.395.4 2 6 .300. Note No:3 Property.280.00 June.3 4 7.3 2 2 .74 92.16 408.280.3 2 2 .00 1.710.000.00 28.0 3 1.00 28.85 - 79.06.493.2 9 June.110.00 Name of Assets 01 Land & Land Development Sl.000.92 86.00 - 326.4 9 8 .312.4 2 6 .00 1.00 560.0% 15.000.400.4 0 5.00 2.00 - - - - 223.4 2 6 .900.00 378.220.090.00 31.00 3.196.968.78 31.120. No.00 560.240.300.00 19.00 657.029.00 Building & Construction Electric Installation 02 314.0% 15.0% 15.00 932.00 8.290.00 29.299.2 0 13 21 Furniture & Fixture Vehicle Telephone Installation 16 Air Condition Solar Power System 15 17 Refrigerator 14 18 Generator Office Equipment 12 13 Crockerries Cylindrical Vertical Steel Tank 11 09 10 Fire Fighting Equipments Plant & M achineries 08 07 Factory Equipments Jetty 1.160.00 993.0% 15.900.691.000.686.16 408.968.196.425.00 1.2 6 6 .299.00 350.0% 15.00 1.2013 W rit t en d o wn V alue .00 10.503.110.0% 15.950.0% 15.0% 15.383.0% Rate % D ep reciat io n - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Balance as Charged during on this year - - - - - - - - - - - - - - - - - - - - - - Balance at 2 .74 155.4 0 5.246.618.00 63.047.000.6 70 .00 385.110.00 1.6 0 3.710.503.00 993.0% 15.196.31 408.394.922.300.00 2.989.280.000.410.000.00 29.00 717.676.835.012.00 28.273.26 1.92 104.0% 15.00 3.06.889.0% 15.877.2 0 12 2.00 3.00 3.00 31.358.523.57 726.8 6 7.000.750.00 04 06 290.422.686.774.023.0% 15.299.395.00 Addition during this Year C o st - - - - - - - - - - - - - - - - - - - - - t his year Disposal during 2 .300.565.120.00 426.339.00 18.979.0% 0.885.067.2012 30.00 434.00 at 30.0% 6.750.121.724.395.886.894.067.0 3 2 .00 8.3 2 2 .92 104.210.146.950.989.968.835.290. 2010 condition no :07 As per Commission consent letter dated 14.7.82. Provide your opinion/justification in this respect The Company has made an agreement with BPDB for 15 years but the agreement will renewed that is why the company will continue its operational existence for the foreseeable future and the accounts are prepared on a Going Concern basis.108. 2012. the amount of Tk. 09 Out of 4 directors of Ltd. Ltd.2013 (copy attached). 21 (comparison with March 31. l994.2013 & Challan No: 71/1746 Dated: 12.4 that the accounts are prepared on a going concern basis. 2012 there was an addition of one Associated Company (Midland Power Co.Machineries are shown under the head 'Cost of Sales'. and Midland Power Co.2010.06. payment to be made within 50 days from the date of submission of the Invoice. in the subsequent accounts repair & maintenance. Limited regarding information disclosed in note 10. 2 directors are reference to para-13 clarify why Midland is SPCL? 7KRXJK 63&/ KDV GLUHFWRUV RXW RI 03&/¶V GLUHFWRUV WKH operational and financial management functions are not FRQWUROOHGE\63&/¶VGLUHFWRUV Midland Power Co.08. In note no. Please note that in the audited financial statement for the year June 30. we have made physical verifications of Inventory as on 30. Condition no: 07 All Transactions excluding petty cash expenditure KDYHEHHQPDGHWKURXJKWKHFRPSDQ\¶VEDQNDFFRXQW 08 You have mentioned Midland Power Co. 03 Confirm whether there are agreements with Patromax Refinery Limited and Midland Power Co. 02 Provide quantity wise schedule of inventories as per requirement of schedule XI of the Companies Act. 07 Confirm that all transactions excluding petty cash expenditure have been affect through the company's bank account as per requirement of Commission consent letter dated 14.98. However.00 was shown as Repair & MaintenanceMachineries under the head 'General & Administrative Expenses' instead of Addition of Plant of Machinery. from SPCL.77. With of BAS-27 please not a subsidiary of 62 . Challan No:71/2077 Dated: 18. Clarify why it is capital expenditure and whether the changes are in compliance with Para 42 & 49 of BAS-8. Ltd.2013.) which was shown under the head of ³$GYDQFHWR6XEVLGLDU\´. amounting to tk. However.00 was shown as repair & maintenance.ADDITIONAL DISCLOSURE BY THE AUDITOR Sl. 2013 you mentioned it as associate. the Annual Audit for the Year ended June 30.11. The above changes are in compliance with Para 42 & 49 of BAS-8 .Machineries under the head 'General & Administrative Expenses'. Items Status 01 It appears that the Company has made an agreement with BPDB for 15 years. as subsidiary of SPCL in note 9. However. The rate of interest is Zero as the amount of Advance will be converted to Equity Shares. Ltd.01 are subsequently deposited or not TDS Payable in disclosure in note no 20. But in note 10.) which was also shown XQGHU WKH KHDG RI ³$GYDQFH WR 6XEVLGLDU\´ LQVWHDG RI ³$GYDQFH WR 6XEVLGLDU\ DQG $VVRFLDWHV´ .45.01 have been subsequently deposit through Challan No: 71/585 Dated: 11. 2011 there was only one subsidiary company (Patromax Refinery Ltd. Quantities of Inventories are immeasurable due to different kinds of Measurement units and Categories.00 and if yes then mention rate of interest.07.QWKHDXGLWHGDFFRXQWVIRUWKH\HDU June 30. 2011.00 of the accounts for the period ended 31/03/2010 that Taka 7. 2010 we have rectified the presentation and shown as addition of Plant and Machinery in Fixed Assets Schedule. 2010) the interim Audit for the period ended March 31.11.1 of the audited accounts for the year ended June 30. No. As on 03/10/2013 payable amount with JGTDC have been fully adjusted.77. 04 Whether TDS as disclosed in note 20.82.W ZDV DQ unintentional mistake.495. As per Contract with Jalalabad Gas Transmission & Distribution Company Limited. Please clarify. But it you have stated in note no 2.2013 05 It appears from note 21. 06 Confirm reason for not paying to Jalalabad Gas Transmission and Distribution Ltd.00 of the audited accounts for the period ended June 30.09. 18.01.495.00 and subsequent status thereon. There are agreements between SPCL with Patromax Refinery Ltd. 330 6.00 33.00 33.72. Details are as follows : 10 Provide calculation of Minority Interest Name of the Minority Mr.906.600.Anis Salahuddin Ahmad Mr.00 33.00 1.334 ordinary shares at Tk.54.700.00 2.QYHVWPHQW LQ LWV VXEVLGLDU\ FRPSDQ\ Petromax Refinery Limited is 9.00 you have mentioned ³.500.032.90.00 Month wise breakdown of Business Development Expenses are as follows and it was checked and verified: Month July-2013 August-2013 September-2013 October-2013 November-2013 December-2013 January-2013 February-2013 March-2013 April-2013 May-2013 June-2013 Total= Amount in Taka 15.72.Rezakul Haider Mr. 10/.000.00.330 3.Faridul Alam Mr. Feroz Alam Mr.600.00 1.330 3.00 1.Akbor Haider Mr.330 3.000 ordinary shares at Tk.700.300.900.330 3.000 11.Md.64.000.00 29.670 10.100/.00 as a current tax (Taka 29.each as per Memorandum & Article of Association incorporation dated XS WR ´ FRQILUP those investments after verifying bank statement .00 33.300.340 6.300.00 47.824.00 advance income tax for non-operating income shown in the notes of 29.00).905.330 3.Shahida Alam MS. Sd/Howladar Younus & Co.670 Amount in Taka 1.Shamsuzzaman Total Interest amount in Taka: no of Share 12.50.13.000.00 66.660 6.93.700. We have checked and verified.00 1.300.Faisal Alam Ms.20.300.00 66. All Transactions related to investment in its subsidiary & Associates have been made throuJK WKH FRPSDQ\¶V EDQN account & verified by us.00 1.05.023.2011 and Midland Power Company Limited (Associate) is 49.00 33.Badiul Alam Mr.00) 12 In note 7.800. 2014 Dhaka 63 .Asgor Haider Mr.000 33.35.00 52.00 66.66.18.Calculation of Minority 666.000.00. 13 Explain Advance Income Tax (AIT) for Non-Operating Income (Note: 10.000.00. Chartered Accountants Dated: February 10.00) In the note 10.400.00 1.00 3.00 3.00 95.000.56.58.each as per return of Allotments dated 21.300.ISrat JAhan Mr.00 11 Provide break-down of Business Development Expenses (Note: 25.00 2.77.00 15.766. L. C/R 01-B 46 P.O Book 43 Physical Condition Of Power Book 44 P. No. Total Others Items: 01 ABC Dry Powder 02 Anti Cutter 03 Asbertor Rope 04 Bed 3 X 7' 05 Ball pen 06 Ball Pen (Montex) 07 Binder Clip 08 Cartridge Canon (Black) 09 Clip Board 10 Coffee Mat 11 Carbon Paper 12 Door Wheel 13 Duster 14 Distember 18 Ltr 15 E.I Form No.R Sheet Form No.06.L. C/R 01-A 45 P.M.R .2013 Items : Verified 100% Sl.R . Shahjibazar.20 57 Register Book No .V.06 61 R.12 58 Register Book No .30 56 Register Book No .2000 ( 25 Kg ) 03 Multi Purpose Cleaner.10 59 Register Book No .D.L.( M . 50 Pencil Battery 51 Punch M/C 52 Rough Pad 53 Ring File 54 Register Book No -50 55 Register Book No .S data information 62 Stapler Pin box 63 Saloon Tissue 64 Safety Goggle Annexure-A Unit Qty As Per SPCL As per HYC Variance Drum Drum Drum 55 03 08 55 03 08 - Pcs Pcs Kg Pcs Pcs Pcs Pcs Pcs Set Pcs Box Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs pes pes Pcs Pcs Pcs pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pkt Pcs Box Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Set Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs 05 04 05 07 26 15 20 02 05 01 01 02 02 01 44 01 01 04 08 01 05 02 09 25 02 03 04 16 36 12 12 02 53 02 05 04 02 01 01 10 02 39 08 09 12 09 04 01 06 04 01 06 02 03 01 04 02 09 04 04 09 01 06 03 05 04 05 07 26 15 20 02 05 01 01 02 02 01 44 01 01 04 08 01 05 02 09 25 02 03 04 16 36 12 12 02 53 02 05 04 02 01 01 10 02 39 08 09 12 09 04 01 06 04 01 06 02 03 01 04 02 09 04 04 09 01 06 03 - 64 .08 60 Register Book No .I Form No.C Opsheed 42 P .R Book 34 Mazoney 35 Marker Pen ( White Board ) 36 Marker Pen ( Permanent ) 37 Milk Powder 38 Normal Paper l (A 4 Size) 39 Note Paper 40 Pencil 41 P.97) 25Ltr. E/M 01 47 Plastic File 48 Plastic Brush 49 Paints 1 Ltr. Hobigoanj Stock Report as on 30.STOCK REPORT Shahjibazar Power Company Limited Fatehpur. Item Name Total Lubricant and Chemical 01 Mobil pegasus lub oil1005 02 Nalcool .I Form No.E/D01 16 Finis Powder 17 Flask 18 Fluid 19 Floor Tiles 20 Flower Broom 21 Stick Broom 22 Gloves ( Rubber ) 23 Gloves( Corton ) 24 Hacksaw Blade Normal 25 Hacksaw Blade Frame 26 High Light Pen 27 Harpic 28 Leave Appli For Staffs 29 Leave Appli For Officers 30 Maximum KLS No: V/N 01-A 31 Maximum KLS No: V/N 01-B 32 Music Pipe 33 M . Pkt Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs pcs Pcs pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Kg.701 ( Kings ) 66 Safety Helmet 67 Safety Balt ( Lifting Belt ) 68 Supper Glue 69 Scissors 70 S.65 Safety Shoe M .Bolt 28 Expanda ( Foam ) 29 Exhaust Fan Nut bolt 6mm*20mm 30 Exhaust Fan Nut bolt 3/8*1" 31 Exhaust Fan Nut bolt 1/4*1" 32 Exhaust Valve Seat 33 Elbow Fitting 34 Elastic Bearing 35 Flanged Rim Dn 600X610 36 Flange -3" 37 Flange -2" 38 Flexible Joint Heavy Duty 4" X 6" 39 Flexible Joint Heavy Duty 3" X 5" 40 File Brush Wire 41 File Brush Copper 42 Flex Connector 43 Grinding Disc-4" 44 Gasket -5" 45 Gasket -12" 46 Gasket -24" 47 Gas filter Big Size 48 Gas filter Medium Size 49 Gas filter Small Size 50 Gasket -1" 51 Grease SKF 1 Kg 52 Grease Naver Seez USA 53 Grease (Kluberplex) 54 Gasket set . Can Can Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Sets Feet Feet Pcs Pcs 01 91 02 38 07 61 89 16 12 06 12 07 01 39 58 49 08 02 08 07 08 08 40 40 45 80 04 71 52 55 52 40 10 04 02 10 01 30 07 38 06 05 51 03 02 06 02 04 03 16 01 04 03 29 17 28 08 23 49 80 28 01 14 12 11 24 01 91 02 38 07 61 89 16 12 06 12 07 01 39 58 49 08 02 08 07 08 08 40 40 45 80 04 71 52 55 52 40 10 04 02 10 01 30 07 38 06 05 51 03 02 06 02 04 03 16 01 04 03 29 17 28 08 23 49 80 28 01 14 12 11 24 - 65 .R Book 71 Tiles Cleaner (RokSol ) 72 Total gas 73 Thinner 1 LTR 74 Toilet Tissue 75 Tissue Box 76 Umbrella 77 Wheel Powder Total Mechanical Items: 01 Acture Shaft 02 Angle 03 Adhesive Araldite 04 Allen Bolt 12 x 110 mm 05 Allen Bolt 30 / 51/ 35 mm 06 Allen Bolt 12 x 120 mm 07 Breather Filter 08 Breather Filter 09 Butterfly Valve -4" 10 Ball Valve 2" 11 Ball Valve 1" 12 Ball Valve 1x1/2" 13 Ball Soket 14 Bearing Bush 15 Cutting Disc -4" 16 Cutting Disc -7" 17 Cup Brush Cooper .Jacket Water Pump 55 Gasket Sealing 56 Gasket Sealing 57 Gasket Sealing 58 Gasket Turbo Charger Seal 59 Gasket Cylinder Head 60 Gasket Sealing 61 Gasket 62 Gas Cutter Cylinder 63 Hose Pipe 1" / 3/4" Ring Type 64 Hose Pipe High Pressure 65 Hose Clamp 2" 66 Hose Clamp 3" Pcs pcs pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Box Pcs Pcs 01 05 02 06 01 87 05 04 01 24 03 02 03 01 05 02 06 01 87 05 04 01 24 03 02 03 - Pcs Kg. Pcs Kg.7" 18 Cartridge ABB 19 Coverall 20 Canvas 21 Coupling 22 Coupling 23 Cylinder Liner 24 Connecting Rod 25 Connecting Rod Bearing 26 Disc 27 D . 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 Hose Clamp 1x1/2" Hose Clamp 3/4" Hose Clamp 1" Hose Clamp 1/2" Hose Pipe Hose Pipe Hose Hexagonal Nut Hexagonal Nut Hexagonal Head Screw Hexagonal Head Screw Hexagonal Head Screw High Pressure Hose Pipe Rubber Insulation Insulation I . 5 Pcs M / S Pipe-12" Dia.Ring ( 165120 ) O .Bank ) Cooling Water Paints 4 Ltr.Ring ( 456748 ) O .ABB O -Ringsatz Kit-03.ABB O -Ringsatz Kit-2.Ring Nozzle ring.ABB Outlet Valve O .Ring Support Outlt Rocker Arm O .Ring (100837) O .Ring (100639) O .S Socket 2" M S Socket 3/4" M S Socket 1/2" M.ABB Gasoutlet (Flange ).Ring O-Ringsatz (296710)GEJ/Kit-1. ( White ) Jensolin Pcs Pcs Pcs Pcs pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Rft Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Rft Rft Rft Rft Rft Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Can 66 14 22 01 51 72 08 08 24 32 32 24 24 12 04 05 01 40 40 09 06 78 02 08 07 01 02 01 03 03 04 01 08 07 01 07 98 10 03 16 01 11 22 40 39 32 63 05 42 49 57 07 18 56 90 01 49 76 80 89 60 03 40 45 08 48 08 04 02 02 15 01 54 18 09 10 24 01 07 06 04 14 22 01 51 72 08 08 24 32 32 24 24 12 04 05 01 40 40 09 06 78 02 08 07 01 02 01 03 03 04 01 08 07 01 07 98 10 03 16 01 11 22 40 39 32 63 05 42 49 57 07 18 56 90 01 49 76 80 89 60 03 40 45 08 48 08 04 02 02 15 01 54 18 09 10 24 01 07 06 04 - .Ring O .Ring (100838) O . 1 Pc M / S Pipe-4" Dia. 1 Pc M / S Bend-8" Dia.S Socket 1" M.242.Ring ( 196526 ) O .Bolt Intake Valve Intake Valve Seat Jell (Paste ) Lifting I Hook Lube Oil Filter Loctite No .Ring ( 456800 ) O .ABB Prechember gasValve PLC card Preasure Expention Vessel Fitting Pneu : I Joint Socket 12 x 12 Pneu : Nipple 1" x 12 mm Pneu : T. 1 Pc M / S Pipe-15" Dia.12 mm Poleshing Disc -50mmX25mm Pressure Gauge 7 kg Pipe Line ( A .Ring O .Ring Sealing O .Ring O . 1 Pc Magnitic Coil Main Bearing Oil Filter (315281) Oil Ring (668629) O ./222/243 Line M.Ring O .Ring ( 456731 ) O .Ring ( 456718 ) O .Ring (100822) O .S Socket 1-1/2" MS Reducer socket 1/2" x 3/4" M S Nipple 3/4" M S Elbow 1" M S Elbow 3/4 " M S Elbow 1/2" M / S Pipe 2" M / S Pipe-3" Dia.Ring (100069) O .Bank ) Cooling Water Pipe Line ( B . (Gray) Paint Spary Gun Painting Brush 1" Painting Brush 2" Painting Brush 3" Painting Brush 4" Piston Ring (668629) Piston Ring (668629) Piston Piston Pin (668629) Pipe Pipe Bracket Pump Gear Wheel Pressure Regulator Pressure Regulator Protective Cover R T V Past Rod -end / Link Rod -end / Link Rod-end Nut & Bolt (G.65mm .147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 Paints 4 Ltr.S Allen Nut-Bolt ( 8 X 80) mm Steel Wire Brush .2" Sealing Kit (387627 ) Sealing Kit (338041 ) Sealing Kit (338042 ) Sealing Kit (379932 ) Sealing Kit (456745 ) Socket Sealing Sealing Ring Sealing Ring Sealing Sealing Sealing Sealing Sealing Servomotor Sealing Sealing Sealing Sealing Ring Snap Ring Snap Ring (668629) Screw Plug Screw Plug Screapper Ring Spacer Disk Spring Dowel Taflon Tape Taflon Shaft.8 )1"X1/2 " Roller Brush For Paint Rubber Spring Rubber Cork ( Big ) Rubber Cork ( Small ) Reducing Nipple Roto Cap Roller Tappet Rubber Rail Rubber Rail Rubber Rail Spark plug Spark plug Holder Spark plug Connector High Tension Lead Starter motor (1201866) Sealing Ring Gesket Sealing Strain Relive S. ( Red ) Jensolin Paints 4 Ltr.D 8.40 Water Paper -180 Water Paper -220 Can Can Can ltr Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs pcs Pcs Pcs Pair Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Sets Pcs Pcs Pcs Pcs pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs 67 05 01 05 03 01 23 22 06 18 40 40 40 41 10 08 02 04 04 80 06 24 27 98 15 12 01 02 10 80 80 08 08 08 58 28 07 12 40 04 64 33 10 02 27 32 62 28 33 10 04 04 08 10 10 02 04 08 10 20 06 08 80 40 80 08 40 02 16 36 01 79 71 81 80 80 80 01 05 41 03 05 01 05 03 01 23 22 06 18 40 40 40 41 10 08 02 04 04 80 06 24 27 98 15 12 01 02 10 80 80 08 08 08 58 28 07 12 40 04 64 33 10 02 27 32 62 28 33 10 04 04 08 10 10 02 04 08 10 20 06 08 80 40 80 08 40 02 16 36 01 79 71 81 80 80 80 01 05 41 03 - . ( Green ) Jensolin Distember Paints 4 Ltr.4" Threaded Rod Ventilation Valve Valve Guide Valve Spring Cup Valve Spring Valve Spring Welding Helmet W D . ( Yellow ) Jensolin Paints 4 Ltr. 227 228 229 230 231 Water Water Water Water Water Paper -320 Paper -400 Paper -2 Paper -00 Bottol Electrical Items: 01 Actuator 02 Amplifire Actuator fan controller 03 Amplifire Signal controller turbo bypass 04 Analog Input ( 4-flod replaced part ) 05 Analog Input ( 6-flod replaced part) 06 Analog Input ( 4-flod replaced part ) 07 Analog Output ( 4-flod ) 08 Battery Tarminal 09 Battery Load volt meter 10 Battery Charger 11 Battery Water (120 Letter ) 12 Battery for Megger 13 Battery Acid Tester 14 Bearing 607 15 Bearings -6201 N T N 16 Bearings -6203 SKF 17 Bearings -6211 ZZ 18 Bearings -7311 SKF 19 Bearings -6003 SKF 20 Bearing Spring Washer 6309 21 Bulb 40 W 22 Bulb 60 W 23 Bulb 100 W 24 Bulb -200 W 25 Bearing Kit 26 Bed Switch 27 Ballast For Electronics 28 Ceiling Rose 29 Circuit breaker 250A 30 Circuit breaker 225A 31 Circuit breaker 125 32 Circuit breaker 40A 33 Circuit breaker 30A 34 Circuit breaker 25A 35 Circuit breaker 20 A 36 Circuit breaker 16 A 37 Circuit breaker 10 A 38 Circuit breaker 10 A Three Pase 39 Circuit breaker 06 A 40 Cut screw -1" 41 Clump ( Saddle ) -3/4" 42 Clump ( Saddle ) -1" 43 Capacitor --2.5 U F 44 Capacitor -- 3.5 U F 45 Capacitor -- 6 U F 46 Capacitor --10 U F 47 Capacitor --20 U F 48 Capacitor --40 U F 49 Capacitor 60 U F 50 Capacitor 100 M F D 51 Capacitor 300-400 M F D 52 Connector - 50 A 53 Connector - 55 A 54 Connector - 110 A 55 Cable Ties 3 X 100 MM 56 Cable Ties 4 X 150 MM 57 Cable Ties 5 X200 MM 58 Cable Ties 5 X 250 MM 59 Cable Ties 5 X 300 MM 60 Cable Glund 16 M M 61 Cable Glund 29 M M 62 Cable Clip -8mm 63 Copper Rod-8 mm 64 Copper Rod-10 mm 65 Contact Cleaner 66 Carbon Brush 67 Combine Socket 68 Connecting Cable 69 Connecting kit Complete 70 Cam Pick Up ( Seansor ) 71 Controller Gas mixture controller 72 CT -30/5 A 73 Circulation Pump Pcs Pcs Pcs Pcs Pcs 02 58 10 05 90 02 58 10 05 90 - pcs pcs pcs pcs pcs pcs pcs Set Pcs Pcs Drum Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Sets Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pkt Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pkt Pkt Pkt Pkt Pkt Pcs Pcs Box Feet Feet Pcs pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs 3 1 1 4 1 2 2 76 1 5 2 4 6 3 6 5 1 1 17 4 20 25 42 4 2 4 3 12 1 1 2 1 1 1 6 6 3 3 8 7 32 30 7 12 3 4 6 3 2 4 3 7 94 4 9 5 2 9 9 42 13 1 4 9 7 13 21 3 2 2 2 2 1 3 1 1 4 1 2 2 76 1 5 2 4 6 3 6 5 1 1 17 4 20 25 42 4 2 4 3 12 1 1 2 1 1 1 6 6 3 3 8 7 32 30 7 12 3 4 6 3 2 4 3 7 94 4 9 5 2 9 9 42 13 1 4 9 7 13 21 3 2 2 2 2 1 - 68 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 Contak Channel Clamp PG 35 RM Clamp Copper C Digital Output 12-flod replaced part Data Communication Interface Converter Exhaust Fan 12" Ebonite Board Sheet Energy Bulb -16 W Energy Bulb -23 W Pin Type Energy Bulb -24W Pin Type Energy Bulb -24 W (Thread Type) Energy Bulb -32 W (Pin Type) Energy Bulb -32 W (Thread Type) Energy Bulb-14 W Energy seaving light 65W with holder Emergency Switch Fuses 4 A Fuses 6 A Fuses 10 A Fuses 10 A (Glass Fuses ) Fuses 13 A Fuses 15 A (Glass Fuses ) Fuses 16 A Fuses 25 A \63 A Fuse PT 3.15 A Fuses 50 A Fuse On switch Fuse Off switch Float Switch Glass Fuses-300MA ,0.3amp Gardening S B D Light Set Holder Thread Type Batton Holder Pin Type H R C Fuse 125A (Siemens ) H R C Fuse Pullers Heater 1000/100 Watt Heating Radiator 230V Indicator Lamp-220 V A C Ingnitor 400 W Ingnitor-1000 W Ignition System Box IC-920 Insulator Keyboard KLS-98 Speed Pickup Lube Oil Pump Motor A / C Lube Oil Pump Motor D / C Mouse Magnetic Contactor DMC 32B MPCB - Type - 3RV1021 Magnetic Contactor 3RV 1011 Maskin Tape Motor Siren -220 V M K Board 3" X 3" M K Box 1 Gung M K Box 2 Gung M K Box 3 Gung M K Switch 1 Gung M K Switch 2 Gung M K Switch 3 Gung M K Switch 4 Gung Magar 5 KV Magar Digital M M U Measuring transducer M R G 3 Grid De-Coupling SEG Motor cooling Fan P V C Tape P V C Box M K Penel Fuse Base P I B Tape Potential Transformer P V C Channel 3/4" P V C Channel 1" P V C Channel 2" P V C Pipe 3/4" P V C Socket 3/4" P V C Socket 1" P V C Socket 1 X 1/2" P V C Band 1" P V C Band 1X1/2" P V C Elbow 1" Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Rft Pcs Pcs Rft Pcs Pcs Pcs Pcs Pcs Pcs 69 7 3 10 2 1 3 1 4 9 3 3 9 3 5 1 2 13 14 27 95 41 98 8 4 57 3 4 4 5 89 2 12 4 1 1 1 1 62 3 2 1 5 5 2 1 1 4 5 3 1 14 7 4 17 14 7 4 7 2 2 1 1 2 2 6 58 1 7 3 5 8 10 16 16 6 14 24 6 16 6 7 3 10 2 1 3 1 4 9 3 3 9 3 5 1 2 13 14 27 95 41 98 8 4 57 3 4 4 5 89 2 12 4 1 1 1 1 62 3 2 1 5 5 2 1 1 4 5 3 1 14 7 4 17 14 7 4 7 2 2 1 1 2 2 6 58 1 7 3 5 8 10 16 16 6 14 24 6 16 6 - 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 Panel Board Power Cable Code Philiphs Tester Position Indicator Power Transmission Pressure Transducer Pressure Transducer Pandent Holder Pulse Generator PFE -01 ( Fire ) Relay 11 Pin 24V, DC Relay 11 Pin 220V, AC Relay 14 Pin 24V, DC Relay 8 Pin 24V, DC Relay Base -11 Pin Relay 11 Pin 12 V DC Relay 8 Pin 220 V AC R-J Connector For Internet R-J Connector For Telephone Royal Plug Royal Bold Renata Battery Rubber Spring Rubber Spring Relay, 3-pole MT Relay Base, YMR- 78700 Relay Parallel Starter Starter Sodium Light-400 W Sodium Light-1000 W Sodium Light Ballast -400 W Sodium Light Ballast 1000 W Sodium Light Shade 1000 W Scotch Tape / Paking Tape Solenoid Valve Selector Switch SS Nut bolt (Substation ) Telephone Receiver Cable Telephone Box Connector Telephone Box Connector Cable Tube Light Ballast 40 W Tube light shade(Double) Tap of Box Timer Base-24 V D C ( 8 Pin ) Timer A C--220 V Two pin Plug Three pin plug Three pin Socket Two pin Socket Two pin Socket ( Normal ) Tube Light Holder ( Per set of 3 Pcs ) T P Link Torch Light Chaina Thermocouple Thermocouple Thermocouple Thermometer Transducer Terminal Box Warning light 220 V Cable Lug 500 M M(Copper) 240 M M(Copper ) 185 Rm (Copper) 185 M M(Alum) 150 M M(Copper) 120 M M (Alum) Cable Lug Jack Type 70 (Alum) 50 R M 120 Rm (Copper) 35 Rm ( Copper ) 35 Rm (Alum) 25 M M 25 R M (Copper) 16 R M ( Alum ) Joint Lug (Copper) 06 R M (Copper) 12--10 50--12 5.5 R M Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pkt Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs pcs pcs pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Sets Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs 70 2 3 3 2 1 1 1 20 2 2 31 1 5 4 6 3 6 15 57 12 20 6 2 8 2 2 2 45 4 1 1 1 1 1 1 3 13 4 20 21 43 3 4 41 20 2 18 1 6 23 50 4 1 12 39 1 1 3 2 7 5 15 26 14 14 18 4 6 7 18 14 3 40 9 8 20 23 8 14 3 2 3 3 2 1 1 1 20 2 2 31 1 5 4 6 3 6 15 57 12 20 6 2 8 2 2 2 45 4 1 1 1 1 1 1 3 13 4 20 21 43 3 4 41 20 2 18 1 6 23 50 4 1 12 39 1 1 3 2 7 5 15 26 14 14 18 4 6 7 18 14 3 40 9 8 20 23 8 14 3 - 24 M M Drive Socket set 1/4" Drive Socket set 3/4" Dial Gauge With Magnetic Base (Stnd) Digital Weight Scale Extention Bar 1/2 Drive File Half Round File Round File (Tranguler) File Flat 8" Filer Gauuge ( 0.Spanner.Ratchat 11mm Com.10 M M Deep Bucket .9 M M Deep Bucket .5 mm/(13mm SS) Drill Bit Deep Bucket .Spanner.8 R M Allenkey -1 M M Allenkey 3 M M Allenkey .Ratchat 12mm Com.22 M M Deep Socket .Spaner -19 M M Com.6 R M 6.Ratchat 15mm Com.7 " Hole Punch ( 07 Pcs Set ) Hole Punch ( 30 mm ) Chaina Hole Saw ( 3 Pcs =1set ) Hammer 5 Lbs Hammer 1 Lbs Tekiro Hammer Mallet /Soft Pcs Pcs 26 18 26 18 - Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Sets Sets Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Set Set Pcs pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs pcs pcs Pcs Pcs pcs Box Box Set Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Set Pcs Pcs Pcs pcs pcs 1 1 1 2 1 1 1 1 1 1 6 1 1 1 2 1 1 1 1 2 2 1 1 1 1 1 1 1 1 1 1 1 1 1 1 2 2 2 1 2 1 1 1 1 1 1 2 1 1 1 2 1 1 1 2 1 1 1 1 1 1 1 1 1 2 1 3 1 1 3 1 1 1 1 1 1 2 1 1 1 2 1 1 1 1 1 1 6 1 1 1 2 1 1 1 1 2 2 1 1 1 1 1 1 1 1 1 1 1 1 1 1 2 2 2 1 2 1 1 1 1 1 1 2 1 1 1 2 1 1 1 2 1 1 1 1 1 1 1 1 1 2 1 3 1 1 3 1 1 1 1 1 1 2 - 71 .11 M M Com.19 M M Deep Socket .Spanner -13 M M Com.Spanner -42 M M Com.6" Circlip Opener 5" Circlip Opener -8" Chain Wrench Center Punch Chisel 8" Chisel 10" Chisel & Punch ( 5 pcs) Cyliender Head opner Hydrolic Tools Hydrolic Cable Punch M / C Punch M / C Up To 500 RM Drill Bit ( Box ) 1.Clamp 4" .Ratchat 16mm Com.234 235 Tools 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 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 6.00 mm ) Grinding Machine-7" Grinding Machine-4" Grib Vice .Ratchat 13mm Com.15 M M Deep Socket .10 M M Com.13 M M Deep Socket .Spaner -18 M M Com.21 M M Deep Socket .17 M M Deep Socket .8 M M Allenkey -10 M M Allenkey -12 M M Allenkey 15 M M Allenkey -17 M M Allenkey 7 pHs Hans Allenkey 7 pHs Air Duster Gun Bit Socket Set ( 8 pcs =1sets ) Hans Bearing Puller 3 Leg 12" Bearing Puller 2 Leg 10" Com.Ratchat 19mm Combination Pliers 6" Combination Pliers 9" C .Ratchat 17mm Com.Spanner -32 M M Com.Ratchat 8mm Com.Ratchat 10mm Com.Spanner -24 M M Com.6 M M Allenkey .Spanner -17 M M Com.05-1.14 M M Deep Socket .Ratchat 14mm Com. 10.2"ANSI 600.30.10.4"ANSI 300.Size--2"Ø B--7(773404-P056) Pcs Pcs Pcs Pcs Pcs Set Pcs pcs pcs pcs pcs pcs pcs pcs pcs pcs pcs pcs pcs Set Pcs Pcs pcs pcs Box Set Set Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Sets Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Set Pcs Pcs Pcs Sets Box Pcs Pcs Pcs Pcs sets Pcs Box Box Pcs 1 1 2 1 1 1 1 1 1 1 1 1 1 1 2 1 2 1 1 1 1 2 2 1 1 1 1 1 1 2 1 1 1 1 1 1 2 1 1 1 1 1 2 2 1 1 1 3 2 3 3 3 2 2 2 2 1 3 2 2 1 1 1 1 1 1 1 1 1 1 2 1 1 1 1 1 2 1 1 1 1 1 1 1 1 1 1 1 2 1 2 1 1 1 1 2 2 1 1 1 1 1 1 2 1 1 1 1 1 1 2 1 1 1 1 1 2 2 1 1 1 3 2 3 3 3 2 2 2 2 1 3 2 2 1 1 1 1 1 1 1 1 1 1 2 1 1 1 - Pcs Pcs Pcs Pcs Pcs 2 2 20 9 6 2 2 20 9 6 - 72 .ton Capacity 80 Hydrolic Jack Pump 81 Hydraulic Trolley -3 ton Capacity 82 Long Nose Plier (Sparro) 83 Letter Punch ( 27-Pcs) 84 Mattum-12" 85 Measering Tape 5m/Steel 86 Monky Plier 10" 87 Megger (Digital ) 88 Megger -5 KV 89 Monky Plier 12" 90 Magnetic pen (Hans) 91 Multi Torque Wrench 92 Nose Plier 6" 93 Nose Plier 8" 94 Needle Nose Plier 5" 95 Nut Drive 12" 96 Nut Drive 13" 97 Number Punch (9 Pcs) 98 Open Ended Spanner 12/13(Hans) 99 Open Ended Spanner 19/22 100 Caliper ( Inside-outside) .20) 148 Tap Set Handle 149 T-Allenkey (Toptul) 150 Tap & Die Handle Sets 151 Vernier Caliper 8" (Japan) Total RMS: 1 ABB Cherger 2 Model--A F V.16.78 H T Reamer 13 mm 79 Hydrolic Jack 5.200-700nm) 144 Torque Wrench ( 6-30 n m) 145 Torque Wrench ( 20-200-nm) 146 Torque Wrench ( 300-1000 N-m ) 147 Tap Set Size (.10.12.V7 (73404p017) 4 Sleeve.16..20.V7 (73677p011) 5 Model--A F V.12.8.6" 101 Outside Micrometer 102 Pipe Thread Cutting Die 103 Power Handle 1/2" Drive 104 Pin Punch (6 Pcs) 105 Pneumatic Drill Machine 106 Ring Spanner -6 / 7 mm (Hans) 107 Ring Spanner -8 / 9 mm (Hans) 108 Ring Spanner -10 /11 mm (Hans) 109 Ring Spanner -12 /13 mm (Hans) 110 Ring Spanner -14 /15 mm (Hans) 111 Ring Spanner -16 /17 mm (Hans) 112 Ring Spanner -18 /19 mm (Hans) 113 Ring Spaner -17 / 19 M M 114 Ring Spanner -20 / 22 M M 115 Ring Spanner -21 / 23 M M 116 Ring Spanner -24 / 26 M M 117 Ring Spanner -25 / 28 M M 118 Ring Wrench 24/27 90 Degree 119 Round Die (8.Size--4"Ø H--7 3 Sleeve.20) 120 Round Die Handle 121 Rachet Handel (1/4" Drive ) 122 Rachet Handel (3/8" Drive ) 123 Reapet Gun (Model-HR-007 ) 2-8mm 124 Socket -10 mm (Hans) 125 Socket -13 mm 126 Socket -14 mm 127 Socket -17 mm 128 Socket -19 mm 129 Socket -22 mm 130 Socket -24 mm 131 Screw Driver 04" ( Star ) 132 Screw Driver 06" ( Star ) 133 Screw Driver 06" (Flat ) 134 Screw Driver 08" ( Star ) 135 Screw Driver 10"( Star ) 136 Screw Driver 12" ( Flat ) 137 Screw Extractor (05 Pcs) 138 Speed Level 12" 139 Sleeve Extention opener 140 Snips Tin 141 Snips Aviation 142 Torres Sets 143 Torque Wrench ( 3/4" Dia .12. 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Kit for pilot pressure regulator.Ring Gasket 4" Gasket Set for Pre-Gas Filter Gasket -3" Gasket Sealing Hose Pipe Hexagonal Nut Hexagonal Nut Locking Ring M / S Pipe-8" Dia.QOC Filter Cartridge Flam Detector Type c-70-35A1056 Fuses ( 1. Items :Verified 70% Others Stock Report as on 30. 13 Pcs Oil Filter O .Ring Prechamber O . Item Name Unit 01 02 03 04 05 06 07 08 09 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 Carbon steel washer Carbon steel Nut (APS) Cylinder Pin Connecting Rod Bolt Disc Flexiable Pipe.Ring ( 497431 ) O .Shahjibazar.73914k010 Model--Tartarini.Ring (457375) O .Size--2"Ø H--7 Key Board For ABB XFc O-Ring.5 amps-12 Nos ) Lamp (1-No) Solenoid Coil (1-No) Relay (1-No) Spark plug Circular Charts ( 100 Pcs Per Box) Pressure Pen ( 6 Pcs Per Box) Temperature Pen ( 6 Pcs per Box) Spirel Ring Gasket-4" Spirel Ring Gasket-2" Temperetur Sensor RTD WAIKA Pcs Pcs Pcs Pcs Sets Pcs Pcs Nos Sets Pcs Pcs Pkt Pcs Box Box Box Pcs Pcs Pcs 18 8 8 8 1 2 3 1 3 4 4 4 4 4 26 26 4 4 1 18 8 8 8 1 2 3 1 3 4 4 4 4 4 26 26 4 4 1 - Shahjibazar Power Company Limited Fatehpur .Ring Prechamber O .Ring O .2013 Sl.Part No--2201033 Model--Tartarini.Ring ( 319737 ) O .Part No--2200127 Model--A F V.2. No.Ring (386808) O . Hobigoanj. Water Line Gas filter O .Ring Pre-Filter Prechember / Nozel Pre Chamber nozzle O .06.Ring Pre chamber Sealing Ring Pipe Line (Connector ) Plastic Hose Pipe Protective Cover Safety Cap Spark Plug Sealing Ring Stud Bolt Stud Bolt Stud Bolt Sleeve O-Ring Spark Plug Socket Screw Plug Screw Plug Tappet cover O -Ring Valve Cone Bearing Cap Circlip Cap With O Ring Flexiable Pipe 1 " Flexible Pipe 3/4 " Flexible Pipe 2" Fuses 20 A ( Glass Fuses ) P V C Pipe 1" 1/2 Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Rft Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs pcs Rft Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Feet Feet Feet Pcs Rft 73 Qty As Per SPCL As 255 189 160 160 160 103 282 177 332 129 192 128 164 160 140 193 256 146 406 211 129 320 479 260 387 369 708 1086 287 138 451 235 1875 6986 160 160 160 389 143 240 240 574 160 109 123 111 100 100 150 100 100 Annexure-B per HYC 255 189 160 160 160 103 282 177 332 129 192 128 164 160 140 193 256 146 406 211 129 320 479 260 387 369 708 1086 287 138 451 235 1875 6986 160 160 160 389 143 240 240 574 160 109 123 111 100 100 150 100 100 Variance - .Ring Pre Chamber metalic O . 5 R E ( BYA) 1 X 1.5 RM Round Rft pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs 100 127 155 228 189 163 223 3451 415 153 - Shahjibazar Power Company Limited Fatehpur . Sd/G. Battery cable 1 X 95 R M ( XLPE ) 1CX 25 R M ( XLPE ) 1 X 4 R M ( PDB ) 1 X 16 mm HO7V-K-1/PE ) 1 X 2. No.06. 2013 Dhaka 74 .Type 5. TO WHOM IT MAY CONCERN This is to certify that the Deferred Revenue Expenditure & Preliminary Expenses will be amortized after starting of commercial operation of Petromax Refinery Limited (PRL).34 R M (ROHS) (508004) Cable Bare (1X120)( Earthing) Cable 2 X40/.5 R M ( BYA ) 1 X 1.5 R M ( N2XRGBJ ) H T Flexiable (11kv) (558539) 2X2X 0. Hobigoanj.0076 (1 coil ) Flexible Mtr Mtr Mtr Mtr Mtr Mtr Mtr Mtr Mtr Mtr Mtr Mtr Mtr Mtr Mtr Mtr Mtr Mtr Mtr Mtr Mtr Mtr Mtr Mtr Items : Verified 50% Cable Items Sl.OZ ) 4 X 10 R M ( XLPE ) 4 X 16 R M ( XLPE ) 4 X 25 R M ( XLPE ) 4 X 6 R M ( XLPE ) 5 X2.5 R M (YSLY -OZ ) 5 X 4 R M ( SKW ) 5 X 6 R M (G E ) 7 X 2.22 R M(ROHS) (301044) 2X2X 0.Filter 04 Used Battery 05 Used copper Wire 06 Used Vehicle Tyre 07 Butterfly Valve -4" 08 Used Breather Filter 09 Gas filter 10 Flexible Joint 11 Vibration Damper 12 Oil Filter 13 Spark plug Connector High Tension Lead Variance per HYC 1191 702 787 131 1177 701 20 885 1722 1731 157 341 298 16 3641 2535 813 328 104 260 3509 2289 164 321 - Annexure-D Unit Qty As Per SPCL As per HYC Pcs Pcs Pcs Pcs Kgs Pcs Pcs Pcs Pcs Pcs Pcs Pcs Pcs 300 230 190 71 20 14 19 36 70 40 63 95 20 300 230 190 71 20 14 19 36 70 40 63 95 20 Variance - ADDITIONAL DISCLOSURE BY THE AUDITOR OF PETROMAX REFINARY LTD. 100 127 155 228 189 163 223 3451 415 153 Annexure-C Qty As Per SPCL As 1191 702 787 131 1177 701 20 885 1722 1731 157 341 298 16 3641 2535 813 328 104 260 3509 2289 164 321 Shahjibazar Power Company Limited Fatehpur . Stock Report as on 30.5 R M 6 R M U .Shahjibazar.52 53 54 55 56 57 58 59 60 61 P V C Pipe 1" Spring Washer Tube light Shade (Single) I Type 95 (Alum) 16 R M (Copper) 10 R M (Copper) 2. Nabi & Co.2013 Item Name Wastage (Various): 01 Empty mobil Drum ( watage ) 02 Used Air Filter 03 Used Pre.Shahjibazar.2013 Items :Verified 50% Cable Items Sl.5 R M (YSLCY. Chartered Accountants Dated: October26. No.06.5 R M (YSLY-JZ ) 5 X 1. Stock Report as on 30. Hobigoanj.5 R M ( BYA) 2 X 1. Item Name Unit 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 1 X 500 R M ( XLPE ) 1 X 150 R M ( NSGAFOU )-Cu-Flexible. 2011. (Annexure . c.% 0% 100% 0% 60% 0% Enclosures : The Consolidated Statement of operating results (Comprehensive Income) of the Company for the years ended June 30. The Shahjibazar Power Company Limited and its subsidiary/associate were incorporated on : b. 2011 The Company has started commercial production on 14th February. 2011.B) The Consolidated Statement of Cash Flows of the Company for the years ended June 30. 2010 and 2009. 2009 (c) Midland Power Company Limited -. 2010 and 2009.A) The Consolidated Statement of Assets and Liabilities (Financial Position) of the Company for the years ended June 30. 2012. 2012. 2012. 2013. --14th May. 2011. (i) (ii) (iii) 30 June 2012 30 June 2011 30 June 2010 30 June 2009 Cash dividend.C) e. Chartered Accountants Dated: February 02. 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: The presentation of these consolidated financial statements is the responsibility of the Company's management. (Annexure . 2012 . Nabi & Co. and f.% 0% 0% 0% 0% 0% Stock dividend (Bonus share). 2013. Our responsibility is to review the relevant audited consolidated financial statements and confirm that the related information have been correctly extracted from those audited consolidated financial statements. 2013. (a) Shahjibazar Power Company Limited --4th November 2007 (b) Pertomax Refinery Limited. 2013. Figures related to previous years have been rearranged wherever considered necessary. 2011. 2013. The Company did not prepare any financial statements for any period subsequent to June 30. 2014 Dhaka 75 . a. 2009. 2010 and 2009.27 th November. 2010 were audited by us and for the year ended June 2009 audited by G. Dividend paid: 30 June 2013 d. Sd/Howladar Yunus & Co. Chartered Accountants.AUDITORS· REPORTS Of SHAHJIBAZAR POWER COMPANY LIMITED Under section 135(1) and paragraph 24(1)(3) and 25 of Part-II of Third Schedule of the Companies Act 1994 We have examined the consolidated financial statements of Shahjibazar Power Company Limited and its subsidiaries for the years ended June 30. We have reviewed the relevant audited consolidated financial statements and confirm that the related information have been correctly extracted from those audited consolidated financial statements. (Annexure . 770.633 210.2010 Taka 30.181.88 5.333.06.656 4.06.389.367.506 815.375.227.350 6.010 281.053.719) 255.32 Less: Income Tax Expenses 2. Shahjibazar Power Company Limited Consolidated Statement of Comprehensive Income 30.607 292.637 538.474.197.744.364.184 693.922.028.422.197.515.703) (8.226.639.346.2009 Taka Statement of Operating Results: Revenue from Sales Less: C ost of goods sold Gross profit 1.052) (41.80 .924) (2.915 398.805) (36.839 7. 2014 Dhaka 76 211.350 29.06.204 460.2013 Taka 30.957 Net profit after tax 252.521.956.938 1.168 8.465 24.857.142 268.128 573.135.729.064.008 1.06.284 1.139.631 396.001.623.257 286.264.2012 Taka 30.607 292.06.656 211.04 Dated: February 02.882 Earnings Per Share 2.864.369 1.145.378 Operating Expenses : General and Administrative expenses Financial expenses Operating profit Non-operating income Net profit before Tax and WPPF Less: Workers' Profit Participant Fund Net profit before income tax (40.486.299 589.The Consolidated Statement of operating results (Comprehensive Income) of the Company for the years ended June 30.108.477 17.841.020.206 267.676.141.011 281.2011 Taka 30.352) (284.182) (277.008.656 13.839 211.001 - - - 259.391.225.468) (284.514.60 Sd/Howladar Yunus & Co.179 272.108.065. Chartered Accountants 2.108.959.377 316.430.700.864.489.780.842 273.713) (68.185 653.915 398.514.639 832.929.181 578.661 251.260 222.862.198.637.840) (228.827 788.736.711 397. 752 80. Shahjibazar Power Company Limited Consolidated Financial Position Statement of Assets and Liabilities: ASSETS 30.39 .754.663.815.251.195 114.647 2.136.767.310.050.646.286.296.000.341.147 4.507 2.914 3. Ltd.848 455.508 536.689 58.000 50.000 99.077 3.308.906 100.953 42.289 123.383 29.581.000 724.590.112 176.298 6.605.656 811.400 Total Equity and Liabilities 8.525.374.880 6.472 133.212 49.073.076 49.907 Non-Current Liabilities Long Term Loan-Net of C urrent Maturity Loan from other than Bank Deferred L/C Liabilities - - - Total Non-Current Liabilities 3. 2012 .Annexure-B The Consolidated Statement of Assets and Liabilities (Financial Position) of the Company for the years ended June 30.049.250 2.168 112.683.538 1.884 40.950.907 1.633.119 2.845.590.960.265.845.320.967.720.916.720.659.656 Minority Interest/Non Controlling Interest 666.647 25.412.333.107 313.000 536.550 252.108.231.912 123.456.081 129.859.665 99.197.189.408.576 3.163.826 257.598 15.508.501 9.609.996 2.568.956.679 243.384 143.389.828. (Associate) Total Non-Current Assets 5.712.576 3.772.617.349 2.2012 Taka 30.071.333.293.941 47.730 Current Liabilities Short Term Loan Loan from Directors Long Term Loan.322.265.526 27.408 5.597.434.000 248.472 376.831. 2010 and 2009.749 1.000 536.229.365 2.914 3.000 520.406.753.196.108.527 108.000 6.06.738.342 1.510.412 584.187. Chartered Accountants Dated: February 02.099 30.375.601.407 383.950.543 10.730 704.180.266.813 1.001.250 960.246. 2013.950.656.247.260.649.208.934 381.138.800 19.025.947. Sd/Howladar Yunus & Co.267.994.887.983 33.801.505 876.472 483.2011 Taka 30.601.368 137.760.59 As per our separate report of even date annexed.100.390.700.465 341. 2011.800 23.316 TOTAL ASSETS SHARE HOLDER'S EQUITY AND LIABILITIES Shareholders' Equity Share capital Share Premium Share Money Deposit Retained earnings Total Shareholders' Equity 8.530 3.050.333.2009 Taka Non-Current Assets Property.820.435 337.572 27.766 2.470 Current Assets Inventories Accounts Receivable Advances.799.617.716 131.000 5.247.581.672.000 535.907 1.859.853.121 468.000.574.383.000.72 25.454.451 875. deposits and prepayments C ash and bank balance Goods in Transit Total Current Assets 130.000 211.300.000 216.400 3.2013 Taka 30.436 1.000 8.735 9.759.821.464.800 41.141.600 666.400 808.142 186.910.538 80.147 4.842.358.117 353.753.465 2.006.2010 Taka 30.386.163.953.077 3.239 226.187.782.C urrent Maturity Sundry.461.631.539.268.823 1.624.274.000 724.725.670.079.786 Net Assets Value Per Share 25.766.980.062.724.481.06.089 1.949.177.539.821.000 99.506 3.732.950.54 21.887 144. plant and equipment Biological Assets Preliminery Expenses Deferred Revenue Expenditure Investment -at C ost Investment -Midland Power C o.609 336.000 724.590.06.229.06.165.539.000 1.628 2.010.581.028.982.228.935.400 969.819.898 5.261.06.600 629.304 1.596 4.079.786 1.000.000.597.641 139.375.99 12.C reditors Liabilities For Expenses Liabilities For Goods Supply L/C Liabilities Total Current liabilities 986.600 2.829 100.563. 2014 Dhaka 77 101.720.796.630.735 3.294 250.880 6. 986.293. Cash and bank balances at end of the period (82.001.497.197) (40.590.179 (121.526 (27.586 1.489 71.945) 112.035) 183.000 (126.499) (221. Cash flow from investing activities: Acquisition of purchase of Property Plant and Equipment Investment in Production Advance Paid for Property.2013 Taka 30.742.440) 47.583) 24.231. 2013.435 15.189) (27. Net cash inflow/outflow for the year (a+b+c) e.279.359 (507.468.365) (1.967.2009 Taka a. 2014 Dhaka 78 .308 1.357.713) (1.959.415.841) 24.492 591.602) (821.364.264.260.225.275.246.423.436 375.533.000 99.327.683.2011 Taka 30.924) 331.000 (520.000 (232.929.470 42.233.334.874) (345.214.773.879) (9.472 (140.515.Plant and Equipment C apital work in progress Investment in subsidiary and FDR Assets in Transit Net cash (used in)/flow from investing activities (670.433.536.878) c. Shahjibazar Power Company Limited Consolidated Statement of Cash Flows Statement of Cash Flows: 30.450 30.486.423 b.643.279) 1.294.489.651.395) (579.525.400 999.762.350 147.196.801.321.261. Cash flow from financing activities: Short term loan Bank Loan (Long Term) Loan From Subsideries Deferred L/C Liabilities Directors Loan Share C apital Share Premium Share Money Deposits Net cash (used in)/flow from financing activities 144.2012 Taka 30.06.390.2010 Taka 30.314 (515.000) (10.206 (219.187.06.719) 107.379.135. C ash and bank balances at beginning of the period f.406.000.182 5.304) (1.391.952.864) (1.686) 10.333.451.900.919.099) (99.828.365 (7.853.212 90.401.781) (277.908) (61.000.058.Annexure-C The Consolidated Statement of Cash Flows of the Company for the years ended June 30.982) 500.789.967.000) 520.465 14.079. Cash flow from operating activities: C ash received from customers C ash paid to suppliers and employees C ash paid for operational Expenses C ash payment for financial expenses C ash Received from Non-operating Activities Net cash (used in)/flow from operating activities 1.334.057) 267.629 (1.000 608.317 465.364.358.304) (70.151.720.924 1.172) (189.183.190.468) 17.201 376.744.918.106 d. 2012 .945.163) (10.079.334.285. Chartered Accountants Dated: February 02.676.580) (387.000.568.06.020.189.284 105.000 724.400) (145.478) (2.000 1.558) (284.073) (121. 2010 and 2009.773.724) (284.432 112.333.229.087.963) 42.000) (139.284.931.435 As per our separate report of even date annexed.443) (45.166.801.802.343.720.352) 29.475 312.000 200.700.642.054 15.472 584.06.450 569.635 1.300. 2011.869) (228.722.505 58.572 (698.234) (442.853.329.817 (161.250.529.06.300.153 1.273 (607. Sd/Howladar Yunus & Co. 03 6 Earning Per Share 2.44 5.38 5.89 4 Debt to Equity Ratio (Times) 1.80 We have examined the calculation of the above ratios of the consolidated financial statements of Shahjibazar Power C ompany Limited and its subsidiaries for the years ended June 30.31 5.26 42.44 B.78 5.26 2 Quick Ratio (Times) 0.93 0.06 2.87 0.50 65.76 85.45 51.87 5 Return on Equity Ratio (%) 8.25 2 Operating Income Ratio (%) 18.88 8.17 5.76 5. 1. 2013 The following ratios have been computed from the audited consolidated financial statements of Shahjibazar Power C ompany Limited and its subsidiaries for the years ended June 30.54 3 Fixed Assets Turnover Ratio 0.13 29. The details calculation is presented in Annexure-1.30 0.87 2.96 2.17 4 Assets Turnover Ratio (Times) 0.17 0.42 18.89 1. Profitability Ratios 1 Gross Margin Ratio (%) 41.24 0.46 1.59 10.35 0. 2009 and found correct. Sd/Howladar Yunus & Co.32 2. Chartered Accountants Dated: February 02.76 2 Inventory Turnover Ratio (Times) 6. 2010.RATIO ANANLYSIS Shahjibazar Power Company Limited Statement of Ratio Analysis For the period from 1st July 2008 to 30 June.19 12.53 39.01 2. 2012. 2013. 2014 Dhaka 79 .17 3 Net Income Ratio (%) 18.87 0. 2011.04 4.22 4 Return on Assets Ratio (%) 3. 1 2013 2012 2011 2010 2009 Result Result Result Result Result Liquidity Ratios C urrent Ratio (Times) 0. 2012.43 0.07 1.15 C.44 39.74 1.91 Operating Ratios 1 Accounts Receivable Turnover Ratio (Times) 4. 2011.06 4.15 19.90 29.22 0.40 0.91 1.38 18.99 20.73 4.60 2.39 32. 2010 and 2009: Name of Ratio A.21 0.80 1.85 3 Times Interest Earned Ratio (Times) 1.88 5.90 26.51 41.14 6.19 3.02 10.29 41. 2013. 226.538 Current Liability 2.077 693.598.600.053.422.430.468 5.139.916.633 1.510.367.617.60 1.724.187.600 4.187.160 788.028.06 8.389.938 273.637 396.053.93 0.576 1.008 Profit after Tax 252.352 3.470 538.656 811.857.880 Profit after Tax Shareholders' Equity Profit after Tax 252.367.91 1.898 570.333.842 Total Assets 8.601.369 286.938 251.88 1.80 .29 18.43 0.650.226.32 80 1.26 0.845.99 4.736.293.108.670.952.15 41.17 0.609 284.59 2.938 5.882 3.008 8.260 1.163.887.637 234.506 211.637 397.25 39.538 397.493 5.008 Fixed Assets 6.736.383.756.400 327.208.711 99.786 222.506 211.053.670.87 26.229.226.907 273.904.008 Profit after Tax 252.40 0.938 273.346.422.369 4.299 1.257 2.90 20.108.21 42.661 Sales ( Gross) 1.620 538.226.842 Wgt.551 284.298 742.369 246.065.683.922.316 176.020.842 Sales ( Gross) 1.624.953.225.17 41.617.296.44 29.310.128 4.453.008.711 1.22 5.247.15 3.422 1.333.02 12.827 Average Inventory 132.882 1.008.442.39 2.053.510.683.110 5.364.22 0.506 210.840 2.597.956.059.139.637 3.89 3.008.859.87 0.821.770.914 589.89 2.391.000 5.477 538.226.208.064.87 2.069.898 1.257 6.389.189.74 1.935.822 383.14 10.422.46 1.145.824.250 2.142 1.51 29.226.917.378 538.049.139.185 141.539.229.91 1.521.226.008.486.130 811.922.900.369 286.456.369 3.Inventory 1.260.543 339.298 557.820.008.377 76.422.581.367.531 Total Shareholders' Equity 2.000.656 1.03 4.597.683.091 1.922.367. Profitability Ratios 1 Gross Margin Ratio (%) 2 Operating Income Ratio (%) 3 Net Income Ratio (%) 4 Return on Assets Ratio (%) 5 Return on Equity Ratio (%) 6 Earning Per Share Average Receivables 317.786 211.884 Current Assets .713.501 383.924 2.13 6.163.711 2.637 3.696.108.090 704.383.077 397.139.008.367.053.346.17 0.006.108.73 8.922.922.623.35 51.538 1.753.020.242 Sales 1.250 286.845.581.257 105.842 2.697.375 2.17 39.631 1.907 0.020.346.749 Sales 1.375.595.257 1.623.539 1.601.797 Cost of Goods Sold 815.725.884 Net profit Before Interest 529.369 268.198.935.452.506 113.749 252.938 251.296.563.640 2.189.020.108.729.389.008 0.274.959.76 2.227.45 18.859.020.147 578.882 1.422.01 1.914 286.938 6.422.815.023.543 626.345 316.310.711 4.020.108.310 Net Interest Expenses Total Debt 277.389.42 19.506 3.346.24 0.025.841.31 32.880 Gross Profit Sales ( Gross) 573.786.76 65.87 1.025.07 1.656.44 B.317.227.804.987 1.539.90 5.530 1.181 1.656 44.008 Operating Profit 255.333.04 538.000 4.916.882 78.227.384 704. of Shares 108.821.227.389.76 5. Operating Ratios 1 Accounts Receivable Turnover Ratio (Times) 2 Inventory Turnover Ratio (Times) 3 Fixed Assets Turnover Ratio (Times) 4 Assets Turnover Ratio (Times) C.531.736.314.264.184 1.806 228.637 397.88 0.96 1.053.862.19 337.682.721 653.78 0. Average No.317.50 0.959 1.06 483.38 18.408 Sales Total Assets 1.800 832.Annexure-1 Name of Ratio A.80 875.38 6.450.472 Current Liability 2.574.147 273. Formula 2013 2012 Calculation Result Calculation Result Amount in Taka 2011 2010 2009 Calculation Result Calculation Result Calculation Result Liquidity Ratios 1 Current Ratio (Times) 2 Quick Ratio (Times) 3 Times Interest Earned Ratio (Times) 4 Debt to Equity Ratio (Times) Current Assets 1.656 3.506 1.753.30 41.736.85 85.333.641 1.26 18.53 10.049.814.719 2.656 538.346.953.951.54 0.346.922.367.341.389.960.274.656 211.639 136.44 5.19 2.006.506 3.400 213.664 2.006.077 176. Due to this.04. Sd/Feroz Alam Managing Director Date: 6th January. Ltd. 81 . We declare that all the plant & machineries of the company are purchased in brand new condition from Austria. We will not be able to enjoy this facilities from others banks. EXPENSES & NET-INCOME" Main causes for decreasing profit for the period of 2011±2012 are the problems of Transmission Line. China and Singapore. Sd/Bhulon Bhowmik CFO Sd/Feroz Alam Managing Director MANAGEMENT DISCLOSURE REGARDING MTDR WITH IBBL Shahijibazar Power Co.ADDITIONAL DISCLOSURE BY THE MANAGEMENT DECLARATION ABOUT DECREASING PROFIT SHOWING IN "CAUSES FOR MATERIAL CHANGES IN INCOME. Provided that the problem of said Grid line now already solved. That is why net income decreased than previous year. The above amount will be converted into paid up capital after Commercial Operation Date (COD) of Petromax Refinery Ltd.2012 has not been converted into paid up capital as yet. The mentionable rate continuing due to enjoying different kinds of facilities like short-term loan by giving that MTDR as lien. That means the Capacity of transmission line was not much more than electricity production in the Sylhet to Ashugoanj/Dhaka Line. BPDB has taken less electricity than previous year. (PRL) Sd/Feroz Alam Managing Director Petromax Refinery Ltd. has MTDR at IBBL @7% to 10% profit rate. Sd/Feroz Alam Managing Director MANAGEMENT DISCLOSURE REGARDING SHARE MONEY DEPOSIT The share money deposit which was deposited on 24. 2013 DECLARATION WHETHER ALL THE PLANT & MACHINERIES OF THE COMPANY ARE PURCHASED IN BRAND NEW OR RECONDITION / SECOND HAND CONDITION. 141. NET PROFIT EXCLUDING EXTRA-ORDINARY INCOME OR NON-RECURRING INCOME COMING FROM OTHERTHAN CORE OPERATIONS: Particulars Net profit before Tax Less: Non-Operating Income Net Profit before Tax except Non-Operating Income Less: Income Tax Expenses Net Profit after Tax except Non-Operating Income Amount in Taka 259.745 5.001.203.492 3.000 22.1 DATED OCTOBER 05.139.74 The Company did not revalue its assets. NET ASSET VALUE PER SHARE: Particulars Total Asset Total Liabilities Net Asset Total Number of Ordinary Share Net Asset Value Per Share (NAV) Amount in Taka 7.118.REQUIRED INFORMATION AS PE56(&·6127.118. 82 . 2011 1.000 2.683.625.624.168 234.660 7.&$7.531 2.168 234.).000 2.492 114.660 7.21126(&&055&'$'0.010 17.141.886. EARNINGS PER SHARES EXCLUDING EXTRA-ORDINARY INCOME OR NON-RECURRING INCOME COMINGFROM OTHER THAN CORE OPERATIONS: Particulars Net profit before Tax Less: Non-Operating Income Net profit before tax except Non-Operating Income Less: Income Tax Expenses Net profit after tax except Non-Operating Income No.001. of shares before IPO Earnings Per Share (EPS) On Fully Diluted Basis Amount in Taka 252.06 4.118.214 114.595.515.624.21 2.350 241.010 17.350 241. of shares before IPO Earnings per Share (EPS) on fully diluted basis Amount in Taka 259. EARNINGS PER SHARE (EPS) ON FULLY DILUTED BASIS (THE TOTAL EXISTING NO.515.293.888.625. OF SHARES): Particulars Net profit after Tax No.842 114. 9 million Non Funded Limit Rating Outlook Lr-Loan Rating. Methodology: &5$%¶V&RUSRUDWH5DWLQJ0HWKRGRORJ\ ZZZFUDEFRPEG.CREDIT RATING REPORT (SURVEILLANCE) Shahjibazar Power Company Limited Particulars Shahjibazar Power Company Limited BDT 1690. Rating Based on: Audited Financial Statement as on 30 June 2013.2 million Fund based limit BDT 845. Bank Liability position as on 10 November 2013 and other relevant quantitative as well as qualitative information up to the date of rating declaration. ST-Short Term Ratings AA2 AA2 (Lr) ST-2 ST-2 Stable Remarks Entity See Appendix-1 for Details - Date of Rating Declaration: 29 January 2014 Validity: The Entity and long term ratings are valid up to 28 January 2015 and loan ratings are valid up to limit expiry date of respective credit facilities or 28 January 2015 whichever is earlier.0 million aggregate Long Term Outstanding (LTO) BDT 57. which was incorporated in November 2007 as a Private Limited Company. CRAB has also assigned AA2 (Lr) in the long term to BDT 1690.0 million aggregate Long Term Outstanding of the Company as well as assigned ST-2 rating to BDT 57. operating with standard plant factor. PROFILE Shahjibazar Power Company Limited (hereinafter referred as SPCL or the Company) is one of the private sector power generating companies developed by a group of local entrepreneurs of Bangladesh. Madhobpur.77x in FY2013 (FY2012: 1.national grid line. Large well protected service area and support for the electric transmission system outweigh user considerations. Austria and the sponsors procured all other auxiliary equipments from reliable sources.1.bd Mohammad Reeshad Rahman reeshad@crab. Because of safety. One is Capacity Payment and another one is Energy Payment.Q &5$%¶V YLHZ SRZHU VKRUWDJH LQ %DQJODGHVK KDV PDGH WKH VHFWRU KLJKO\ DWWUDFWLYH IRU LQYHVWPHQW 3RZHU VHFWRU investment offers the lenders very low business risks compared to corporate entities. which assumes all risk of fluctuation in the market prices of fuel and electricity resulting in lowest business risks.29% to 41. Highly supportive authority offers implied sovereign support to ensure reliability of gas supply and regulatory framework allows full cost recovery. gas transmission centre etc are available at the site. The Company generated stable performance in FY2013 compared to previous year with relatively same level of capacity utilization during the last two years. its revenue increased by ~1. All required facilities like.64 million. In the last two years. Overall leverage position of the Company therefore. Compared to licensed capacity total utilization was ~78. 7KH UDWLQJ DIILUPDWLRQ FRQVLGHUHG 6KDKMLED]DU 3RZHU¶V stable performance expressed by smooth operation over the period.8 MW where contracted capacity is 86 MW of electricity. Gas consumption accounted for ~33. 83 . Hobigonj on overall plant area of 631 Decimal. Total installed capacity of the plant is 92. around ~42% revenue comes from rental payment received and rest is the energy payment received from BPDB. Capacity payment is directly related to the Dependable Capacity of the power plant. The Company was converted into a public limited company in September 2009. Due to increase in paid up capital of SPCL.90 million Non Fund based limit of the Company.76x). The plant is comprised of 32 units of generator sets from the world noted gas fuelled reciprocating engine manufacturer GE Jenbacher. bottom line profitability (Net Profit After Tax Margin) of the Company decreased to 18.com. the coverage position of the Company remained stable as expressed by EBIT/Interest ratio of 1. remained stable compared to previous year.2 million fund Based and BDT 845.6% in FY2012 and slight increase in depreciation expenses its gross profit margin decreased slightly from 42. the project has 7% of reserve margin to ensure the contracted capacity output.99x) and asset coverage ratio of 1.6% from the previous year. timely bank loan payment. Its site location is at Fatepur.98x in FY2013 (FY2012: 1.33% a year back. . the Company generated stable revenue performance while in FY2013.8% of total revenue in FY2013 which was 33. The revenue of the Company is composed of two components. During FY2013. However.bd RATIONALE Credit Rating Agency of Bangladesh Limited (CRAB) has reaffirmed AA2 (Pronounced Double A Two) rating in the Long Term of Shahjibazar Power Company Limited.26% in FY2013 from the previous year. However. The working capital position of the Company is stretched to some extent in FY2013 due to increase in collection period from 67 days in FY2012 to 83 days FY2013. Electricity is fully sold under 15 years contract to creditworthy counter party Bangladesh Power Development Board (a government owned company).61% in FY2013 which was ~79.com.2% in FY2013 due to inclusion of WPPF fund of BDT 13. Such impact resulted decrease in cash Flow position in FY2013. its Borrowed Fund to Equity ratio decreased in FY2013 and its Borrowed Fund to EBITDA remained stable though its EBITDA position decreased slightly. Analysts: Mavin Ahmed mavin@crab. Table 1 Overview of the Project Licensed Installed Capacity Capacity Units Reciprocating 32 engine OPERATION. BACKGROUND Shahjibazar Power Company Ltd. 84 . and shortages of funds for power plant maintenance as well as political stability. erratic power supply. It signed the Power Purchase Agreement (PPA) and Land Lease Agreement (LLA) with REB/BPDB as well as Gas Supply Agreement (GSA) with Jalalabad Gas Transmission & Distribution Company Ltd.8 MW gross capacity which is capable of generating 86 MW (contracted capacity) electricity. Dhaka-1216 and site location is at Fatepur. Hobigonj through private sector participation. efficiency. took initiatives to set up 92. All required facilities like. is one of the private sector power generating companies developed by a group of local entrepreneurs of Bangladesh.. Engineering. 822/2 Rokeya Sarani.8 MW where contracted capacity is 86 MW of electricity. Procurement and Construction (EPC) Contract For erection and installation of the plant. low plant efficiencies. local authorized distributor of GE Jenbacher GmbH & Co for delivery of 32 units JGS 620 GS-N. stability and reconstruction of quick rental policy and government decision under separate regime. In this regard. BUSINESS & FINANCIAL RISK PROFILE 92. the project has 7% of reserve margin to ensure the contracted capacity output. Operation & Maintenance (O&M) Contract The plant is being operated and maintained by the Company management. Because of safety. For O&M of the plant. delays in completion of new plants. Regulatory framework is designed fundamentally to achieve balance between supply reliability and service.30MW Each unit capacity 2.8 MW gas fired Power Plant consisting of 32 no.8 MW gas engines of 92.national grid line. Supply contract & Spare Parts Contract The Company has supply contract with Orient Energy Systems Ltd. blackouts. However. Shahjibazar. Figure 1 Net Electricity Delivered (MW) Power Purchase Agreement The Company signed power supply agreement on rental basis with BPDB on 14 February 2008 for a term of 15 years to provide 86 MW net electrical power and operating it on Build-Own-Operate (BOO) basis. Total installed capacity of the plant is 92. actual execution of the long term plan is subject to effective measures taken against corruption in administration. which was incorporated in November 2007 as a Private Limited Company. The plant started commercial production on 10 February 2009. Hobigonj. Gas Supply Agreement (GSA) The Company signed gas supply agreement with Jalalabad Gas Transmission and Distribution System Ltd (JGTDSL) for a term of 15 years to supply gas in required quantity and specifications throughout the agreement period.Competition is absent in the sector and monopoly or oligopoly is contained by contract with public sector entities and regulatory authority. Hobigonj. of 2. Shahjibazar. Bangladesh Power Development Board (BPDB)/ Rural Electrification Board (REB) took the initiative to set up power plants in different locations including one at Fatehpur. price and financial returns to the project undertaker. The plant is comprised of 32 units of generator sets from the world noted gas fuelled reciprocating engine manufacturer GE Jenbacher. Ministry of Power. Madhobpur. The Company was converted into a public limited company in September 2009. the Company engaged local firms to do the task as per plant layout design provided by GE Jenbacher GmbH & Co.8 MW Engine type 74. Its registered office is at Youth Tower.L Engine manufacturer GE Jenbacher Fuel Natural Gas Steady performance is observed by the Company where the capacity utilization remained stable The Company generated stable performance in FY2013 compared to previous year with relatively same level of capacity utilization during the last two years. Austria and the sponsors procured all other auxiliary equipments from reliable sources. It has spare parts contract with GE Jenbacher GmbH & Co for supply of all necessary spare parts for a period of 15 years with 1year warranty period from the date of delivery. Shahjibazar Power Company Ltd. it has appointed local qualified engineers and technicians who have experience to work in the power plants. The overall plant area of the Company is 631 Decimal.L model gas engines. Power Cell.902 MW Engine model JGS 620 GS-N. gas transmission centre etc are available at the site. high system losses. Power Division.. electricity theft. Energy & Mineral Resources invited proposals through a competitive bidding process for implementing the project and supply of Power on Purchase basis for 15 years to BPDB/REB at Fatehpur. e. The Company has Gas Supply Agreement (GSA) which VSHFLILHV WKH VDOH RI DOO WLPHV WR &RPSDQ\¶V requirements for gas for the facility during the term hereof to meet start-up. transformer.91 per 1000 Scft. As per contract the company would generate heat rate at 13. RVOMP and RFP. Thus. The key success factors to assess the Company including favourable industry. Germany. If power plant could not achieve dependable 85 . which satisfies the fuel quality requirements UHODWHGWRWKHHTXLSPHQWPDQXIDFWXUHU¶VZDUUDQWLHV Technology The Company has an infrastructure with most sophisticated state-of-the-art machinery and equipments. gas chromatograph.500 KJ/kWh. The Company is equipped with both imported and local machinery. which is supplied by Jalalabad Gas Transmission and Distribution System Limited (a company of Petrobangla). RNERP and RERP. Adjustment is applicable to the Local Inflation Indexation Factor applicable to the Month. the agreement specifies the maximum quantity (daily. So. assessing related risks are crucial for the success of the business. Capacity price is made up of two sub components i. In last three years. monthly and/or annually) of fuel with defined minimum and/or maximum quality specifications. gas pipe. with an agreed date and agreed term. Again.2 only. RVOMP: Reference Variable O&M Price in BDT/KWh. modern technology and upgraded machinery. Local Inflation Indexation Factor to be calculated by dividing the value of the Bangladesh Consumer Price Index as published by the Bangladesh Bank for the 1st month of the quarter by the value of the Bangladesh Consumer Price Index as published by the Bangladesh Bank for the month in which the agreement is signed. RFP: Reference Fuel Price in BDT/KWh for each contract year and plant factor. The fuel quality specification is already in the agreement. The reference tariff is composed of two components i. The machineries generate on an average 11. The Company maintained a reasonable growth in its financial performance over the last three years. and financial risk. the average electricity price per KW was BDT 2. Operating Risk: The tariff structure as laid down in the RPA is presented below: RNERP: Reference Non-Escalable Rental Price in BDT/KW/Month RERP: Reference Escalable Rental Price in BDT/KW/Month. The production facilities are based on currently available technology. Local Inflation Indexation Factor (LIIF) to be calculated by dividing the value of the Bangladesh Consumer Price Index as published by the Bangladesh Bank for the 1st month of the quarter by the value of the Bangladesh Consumer Price Index as published by the Bangladesh Bank for the month in which the agreement is signed. technology risk. the evaluation of credit quality covers the broad areas of risks like business risk. maximum capacity utilization. demand risk and price risk because the project has agreement with the government regarding purchase of contracted power generation and rental price is pre fixed with a provision of inflation adjustment. management evaluation.e. Adjustment is applicable to the Local Inflation Indexation Factor applicable to the Month. lube oil is needed for operating machines. Siemex of Austria. Power project is free from market risk.000 to 12. Rental Payment (Capacity Price) for Dependable Capacity and Energy Payment for Net Energy Output. operational risk. Raw Materials The major raw material of the Company is natural gas.The Company has been operating for four years. China etc.200 KJ/kWh. Fuel Price Indexation Factor (FPIF) applicable to the billing month and shall be calculated by dividing the price of natural gas in BDT per 1000 Scft as declared by GOB prevailing for the billing month by the price of natural gas in BDT 73. financial performance appeared to be good and revenue is almost secured by the Power Purchase Agreement. For smooth operation and avoidance of any future conflicts.e. Energy price is made up of two sub components i. Imported machinery includes gas generator. Symtec. surge suppressors. product risk. commissioning and operation of the facility. efficient procurement of raw materials as well as effective cost control strategy. lighting arrestor etc from world renowned suppliers like GE Jenbacher. The plant is being operated and maintained by the Company itself. The buyer of power is the government body BPDB. Ashuganj Power Station Company LTD (APSCL) and Electricity Generation Company of Bangladesh (EGCB). Moreover. the Company did not see any major maintenance related problem. RPNE= RNERP X Dependable Capacity (DC) Where. operation and maintenance arrangements etc. Bangladesh ranks among the lowest countries in the world in terms of electricity consumption per capita. Electricity is a key component for the development of socio-economic state of the country and current government initiatives toward the power sectors promise modest progress despite huge supply-demand gap and limited capacity utilization. Recognizing these situations. RPNE = Non-Escalable Rental Payment payable in BDT RPE = Escalable Rental Payment payable in BDT RNERP = Reference Non-Escalable Rental Price in BDT per KW-Month RERP = Reference Escalable Rental Price in BDT per KW-Month Agreement VOMP = Variable Operation and Maintenance Payment payable in BDT RVOMP = Reference Variable Operation and Maintenance Price in BDT-KW FP = Fuel Payment payable in BDT RFP = Reference Fuel Price in BDT-KW Operational risk covers the ability of the project to achieve the performance as envisaged. RPE= RERP X Dependable Capacity (DC) X Local Inflation Indexation Factor (LIIF)\ Where VOMP= RVOMP X Net Energy Output measured in KWh for the billing month X LIIF Where FP= RFP X Net Energy Output measured in KWh for the billing month X Fuel Price Indexation Factor (FPIF) Note: Where. of starts and stops. with about 151 kWh per capita Electricity consumption 1 . The plant vendor GE Jenbacher GmbH & Co supplies all necessary spare parts for a period of 15 years with 1 year warranty period from the date of delivery. Cost of Engine as well as operation and maintenance cost (O&M) governs the generation cost of electricity. there is a scope of partial supply of electricity to the national grid in case of scheduled maintenance or any minor problem. Fuel cost for operating of engine is the major component of O&M cost. As the power sector is a capital-intensive industry. However. the implementation period was one month from the contract signing date. At this level. Its distribution networks currently serve only an estimated 48. for providing the overhaul services. The calculation methodology is cited in the following exhibit: Calculation Methodology of Rental and Energy Payment Where. Public and private sector produces about 54% and 46% of electricity respectively 3 .000 per MW per day x 86 MW of contracted capacity x 28 Days). Currently.5%2 of the total population of more than 160 million. As the off-taker is the government. the GOB amended its industrial policies to enable private investment in the power sector. (BDT 14. Public sector produces electricity through Bangladesh Power Development Board (BPDB). credit risk of the off-taker assumes very low from national point of view. contending demands on the government funds and declining levels of external support from multilateral and bilateral donor agencies constrained the potential for public investment in the power sector. On the other hand. But the actual implementation period was delayed by another one month and subsequently the Company paid the penalty for the Liquidated Damage of BDT 33. the Company does not have any implementation risk. private sector produces power through small independent power producers and rental that government 86 . huge investments are required in order to generate addition to the capacity. fuel supply arrangement. Liquidated Damage As per agreement. BPDB's historical behavior regarding payments to the power Company does not provide any substantial default behavior. The evaluation is done based on technology. As the Company installed 32 units of gen-set. in last year operation. BPDB would pay monthly rental payment. The overhauling of machine depends on running hours and no. During major overhaul. Counter Party Risk: Revenue generation for the power project depends upon the financial strength of the buyer. the Company can engage GE Jenbacher GmbH & Co.capacity for any particular billing month due to reasons other than the default of the Company. The power purchase agreement made by the government has sovereign guarantee.7 million. However. government has initiated to implement a power station with a capacity of 920 MW. The paid up capital as on 30 June 2013 was BDT 1. to ensure overall and balanced development of this sector. dependence over natural gas for generating electricity (as around 75%-76% of total electricity generation capacity is based on natural gas) affects local extraction capacity of gas from gas field and on the other hand import of capital machineries and subsidy of HFO and other petroleum based fuel impact on the foreign exchange reserve of the country.714 MW. However. blackouts. and Youth Fashion Ltd. the Managing director is the Chief Executive to dictate and supervise the overall functions and day to day operational performance of the Company.000 MW by the year 2021 through the increment of 10% production per year towards reaching the per capita consumption to 600 Kw. The overall management is separated into corporate office and plant office comprising different departments. the GOB predicts to meet 20. Presently the Company has 116 employees working in Dhaka office and plant site. BPDB indivi dually produ ces about 43% of the total production. However. erratic power supply. The top management has remained unchanged during the last one year. SPCL has a subsidiary concern named.118 million ordinary shares of BDT 10 each. low plant efficiencies. liquid fuel based 12-24 months of implementable power stations will be established.000 MW by 2021.500 MW by 2013. Additionally. the power sector in Bangladesh is also affected by a regional imbalance. actual execution of the long term plan is subject to effective measures taken against corruption in administration. The sponsors are directly involved with the Company management. Under the Mid-term (2012-2015) plan.Figure 2 Energy Sector of Bangladesh buys at a const ant price. The overall management of the Company is vested with its Board of Directors. high system losses. MD takes aid from the Director in operational matters. the GOB has undertaken various plans including balanced development in generation. 11. and shortages of funds for power plant maintenance as well as political stability. There are experienced professionals in the top management. transmission and the distribution system to achieve a desired level of reliability of supply. Figure 3 Owner-wise Power Contribution (As on 31 December 2013) In addition to the overall demand-supply imbalance. Table 2 Board Composition and Shareholding Position Name 87 Designation Shareholding . Petromax Refinery Ltd which was incorporated in May 2011.600 MW to the total capacity of 7. who formulates the policies and strategies for the business. According to the short-term plan.500 MW by 2015 and 20. And as of the Power and Energy Development Roadmap (2010-2021). However. delays in completion of new plants. The Company has a team of skilled professionals at the corporate office to manage the administrative and finance functions. government has taken into account to establish 3 to 5 years of implementable coal-based power stations with a capacity of 2. Moreover.68% of total shareholding of SPCL. electricity theft. Power and Energy Sector Development Roadmap (2010-2021) by the GOB envisaged target to produce 8. Board of directors holds around 54. Other two associated companies of Shahjibazar Power are Comfit Composite Ltd. stability and reconstruction of quick rental policy and government decision under separate regime.141.18 million divided into 114. 2 22.76x). Figure 4 Rental and Energy payment received during January to November 2013 Gas consumption accounted for ~33. However.6% in FY2012 and slight increase in depreciation expenses its gross profit margin decreased slightly from 42.Faridul Alam Shareholder Ms. around ~42% revenue comes from rental payment received and rest is the energy payment received from BPDB. The working capital position of the Company is stretched to some extent in FY2013 due to increase in collection period from 67 days in FY2012 to 83 days FY2013.98x in FY2013 (FY2012: 1.94% 8.Badiul Alam Director Mr. Due to increase in paid up capital of SPCL.638. BDT) Details of Credit Facilities of SPCL (Mill.a.61% in FY2013 which were ~79. bottom line profitability (Net Profit After Tax Margin) of the Company decreased to 18.41% 12. Rezakul Haider Chairman Mr.6% from the previous year.3 29.99x) and asset coverage ratio of 1.300.2% in FY2013 due to inclusion of WPPF fund of BDT 13.8 16-Aug-17 HPSM 55.2 25-Mar-14 Total 845.5 1690.0 50.94% 11.21% 4.2 19-Dec-13 57.0 30-Jun-14 7.Faisal Alam Shareholder Mr.2 680. its revenue increased by ~1. Israt Azim Ahmad Shareholder Fresh allotment to new shareholders Shareholder Bonus Share Source: Audited Financial Accounts as on 30 June 2013 10.94% The revenue of the Company is composed of two components.9 50. the Company generated stable revenue performance while in FY2013. The details of credit facilities are shown in Appendix-1. Such impact resulted decrease in cash Flow position in FY2013. During FY2013.Anis Salahuddin Ahmad Director Mr.M.8 n.Md.2 *Outstanding as on 10 November 2013 88 - .3 11-Dec-15 Lease Finance 45.94% 7. APPENDIX ² 1: Details of Bank Loan Liability Status (Mil.21% 4.21% 4. Overall leverage position of the Company therefore.A.Mr. However. the coverage position of the Company remained stable as expressed by EBIT/Interest ratio of 1. Samsuzzaman Director Ms.21% 4.64 million. its Borrowed Fund to Equity ratio decreased in FY2013 and its Borrowed Fund to EBITDA remained stable though its EBITDA position decreased slightly. Rezina Alam Shareholder Mr.62% 4.21% 4. BDT) Loan Type Long Term Funded Bank Nature of Facility Limit Outstanding Islami Bank Bangladesh Ltd HPSM 2. Feroz Alam Managing Director Mr.78% 10. One is Capacity Payment and another one is Energy Payment.Md.2 53.2 3. Akbor Haider Shareholder Mr.0 1.33% in a year back.77x in FY2013 (FY2012: 1. Compared to licensed capacity total utilization was ~78. remained stable compared to previous year.26% in FY2013 from the previous year. In the last two years.2 Islamic Financeand Investment Total Short Term Funded Islami Bank Bangladesh Ltd Short Term Loan Foreign Documentary Bill Purchase Total Non Funded Islami Bank Bangladesh Ltd Limit Expiry Letter of Credit (Deferred) 165.1.8% of total revenue in FY2013 which was 33.21% 7.9 680.21% 4. Shahida Alam Shareholder Mr. Asgor Haider Shareholder Ms. The Company has loan facility with Islami Bank Bangladesh Limited and Islamic Finance and Investment Limited.29% to 41. Capacity payment is directly related to the Dependable Capacity of the power plant.K.7 - 8-May-14 Bank Guarantee 680. 2400. 66 2.089.279.047.07 1.30 2.05 Sales Growth (%) 1.86 FFO/Debt (x) 0.3% 2. AA2 BDT 2. TA turnover (x) Capital Structure.05 0.04 Cash Flow from Operation* (Mill.6% 90 62 61 26 0.9% 3.23 397.89 Liquidity Index (days) 81 68 65 59 0.88 59.82 0. BDT) Total Liabilities (Mill.80 2.15 0.7% 57. Assets (%) 5.92 150.72 2.7% Return of Avg. Collection Period (days) 83 67 63 64 Avg.753.22 0.41 0.17 45.109.5% 18.859.97 2.98 1.92 2.0% Net Profit After Tax (Mill.99 0.7% 82.20 0.11 2.83 0.64 Borrowed Fund/EBITDA (x) 2.40 0.47 0. FA turnover (x) Avg.14 273.2% 20.18 3.34 Net Profit Margin (%) Coverage (x) 2.255. AA2 BDT 1.24 0.31 (EBITDA-CAPEX)/Interest Expense 2.79 1.650.04 (0. AA2 APPENDIX 3: Key Financial Indicators of SPCL Key Financial Indicators Year Ended June 30 Year Ended June 30 Liquidity & Asset Utilization Earning.5% 801.1% 5.115.66 2.94 193.28 Financial Expenses (Mill.46 56.69 2.7% 6. Leverage & Cash Flow 5.85 793.43 0. Equity (%) 9.79 243.55 4.90 1.80 1.7% EBITDA (Mill. Growth & Stability Months (12) (12) (12) (12) 2013 2012 2011 2010 Sales (Mill.51 Free Cash Flow (Mill.03 2.81 Total Shareholder Equity (Mill.Appendix 2: Previous Credit Rating History 2012 Ratings Shahjibazar Power Company Ltd.1% Return on Avg.13 1.85 Total Asset (Mill.208.44 0.77 1.16 0.60 510.0% 20.14 EBITDA Margin (%) 56.85 3.02 1.9% 490.76 1.422.03 Avg. Receivables as well as Accrued Expenses and A/C Payables) Note: Amount in around numbers 89 .69 2.310.835.36 0.53 Borrowed Fund Outstanding (Mill.5 Million Long-term Outstanding AA2 (Lr) Outlook Stable 2010 Ratings Shahjibazar Power Company Ltd.16 50.98) 105.4% Current ratio (x) 2.442. BDT) Cash & Equivalents as % of Current Liabilities Fund Flow from Operation (Mill.38 1.82) (205. BDT) 1. BDT) 5. BDT) 2.26 Quick Ratio (x) 1.45 0.29 284.78 58.367.389.839.282.962.58 (12.300 Million Long-term Outstanding AA2 (Lr) 2009 Ratings Shahjibazar Power Company Ltd.51 Borrowed Fund/Shareholders' Equity (x) 0.72 0.92 228.74 29.33 284. BDT) 1.8% 286.74 Asset Coverage Ratio 1. BDT) 788. Advance & Prepayments.9% 2.06 Borrowed Fund/Total Assets (x) 0. BDT) 252.87 15.58 Total Debt/Total Assets (x) 0.48 0. BDT) 22.91 1.45 0.3% 47.60 2. AA2 BDT 2.6% -3.5 Million Long-term Outstanding AA2 (Lr) Outlook Stable 2011 Ratings Shahjibazar Power Company Ltd.2% 16.583.42 415.0% 7.86 2.10 *Cash Flow from Operation is calculated as Net Profit After Tax plus Depreciation Expenses plus Net Changes in Working Capital (considering the net changes in Inventory.01) 0.99 2.01 1.19 1.43 0.346. Inventory Processing Period (days) 76 69 68 43 NWC/OI (x) Cash Conversion Cycle (days) Avg.17 CFO/Debt (x) 0.3% 39.8% 58.82 500.36 228.57 4.75 Cash Flow Coverage 1. Payment Period (days) 69 75 70 81 Avg.488.66 1. BDT) 73.28 644.3% 11. BDT) CoGS as % of Sales 58.86 2.6% 48.39 0. BDT) 277.31 Capital Expenditure (Mill.66 2.6% 10.84 1.96 Times Interest Earned 1.24 0.23 0. analysis. even if CRAB is advised in advance of the possibility of such damages. and the modifier 3 indicates a ranking in the lower end of that generic rating category. or Triple A Double A Single A Triple B Double B Single B Triple C Double C C Single C D (Default) with minimal credit risk. or obligations that are subject of a bankruptcy petition or similar action but have not experienced a payment default. with little prospect for recovery of principal or interest. ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY COPYRIGHT LAW AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED. but are susceptible to the adverse effects of changes in BBB1. having obligations with payment arrearages allowed by the terms of the documents. and 3 to each generic rating classification from AA through CCC. BB3 Companies rated in this category have inadequate capacity to meet financial commitments. and must be construed solely as. makes no representation or warranty. changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal than for issues in higher rating categories. A 3 Companies rated in this category have strong capacity to meet financial commitments. Have major ongoing uncertainties and exposure to adverse B1. constituting part of the information contained herein are. however. resulting from the use of or inability to use. while currently financial obligations are met. business. LONG-TERM RATING: LOANS/FACILITIES FROM BANKS/FIS (All loans/facilities with original maturity exceeding one year) RATINGS AAA (Lr) (Triple A) Highest Safety AA (Lr)* (Double A) High Safety A (Lr) Adequate Safety BBB (Lr) (Triple B) Moderate Safety BB (Lr) (Double B) Inadequate Safety B (Lr) High Risk CCC (Lr) Very High Risk CC (Lr) Extremely High Risk C (Lr) Near to Default D (Lr) Default DEFINITION Loans/facilities rated AAA (Lr) are judged to offer the highest degree of safety. Loans/facilities rated D (Lr) are in default or are expected to default on scheduled payment dates. adverse business or economic conditions would lead to lack of ability or willingness to pay interest or principal. with regard to timely payment of financial obligations. OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE. This rating indicates that the degree of safety regarding timely payment on the loans/facilities is minimal. they are less likely to default in the immediate future than instruments in lower rating categories. with little prospect for recovery of principal or interest. NO WARRANTY. Any adverse changes in circumstances are unlikely to affect the payments on the loan facility. consequential. Loans/facilities rated BBB (Lr) are judged to offer moderate safety. employees or agents in connection with the procurement. and the issues are quite vulnerable to the adverse effects of changing circumstances. COMPLETENESS. to very low credit risk. D rating will also be used upon the filing of a bankruptcy petition or similar action if payments on an obligation are jeopardized. if any. timely payment of financial obligations is possible only if favorable circumstances continue. EXPRESS OR IMPLIED. with regard to timely payment of financial obligations. but an adverse change in circumstances could lead to inadequate capacity to make payment on financial obligations. changes in circumstances can adversely affect such issues more than those in the higher rating categories. Such companies possess certain speculative characteristics. B2.CRAB RATING SCALES AND DEFINITIONS ²Long Term (Corporate) Long Term Rating Definition AAA Companies rated in this category have extremely strong capacity to meet financial commitments. statements of opinion and not statements of fact or recommendations to purchase. Payments may have been suspended in accordance with the instrument's terms. AA2. TIMELINESS. resulting from. communication. the modifier 2 indicates a mid-range ranking. They differ only marginally in safety from AAA (Lr) rated facilities.77(1&216(17$OOLQIRUPDWLRQFRQWDLQHd herein is obtained by CRAB from sources believed by it to be accurate and reliable. however. Loans/facilities rated AA (Lr) are judged to offer a high degree of safety. IN ANY FORM OR MANNER OR BY ANY MEANS :+$762(9(5%<$1<3(5621:. These companies are judged to be of very high quality. and 3 to each generic rating classification from AA through CCC. collection. express or implied. have payment arrearages allowed by the terms of the documents. circumstances. 90 . subject A1 . with little prospect for recovery of principal or interest. default. and each provider of credit support for. CCC3 Companies rated in this category have very weak capacity to meet financial obligations. This rating indicates that the degree of safety regarding timely payment on the loans/facilities is marginal. timely payment of financial obligations is possible only through external support. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category. and the modifier 3 indicates a ranking in the lower end of that generic rating category. However. Loans/facilities rated CC (Lr) are judged to be extremely vulnerable to default. however. These companies have speculative elements. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category. MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY CRAB IN ANY FORM OR MANNER WHATSOEVER. Because of the possibility of human or mechanical error as well as RWKHUIDFWRUVKRZHYHUVXFKLQIRUPDWLRQLVSURYLGHG´DVLVµZLWKRXWZDUUDQW\RIDQ\NLQGDQG&5$%LQparticular. circumstances and economic conditions. officers. DISSEMINATED.25:5. CREDIT RATING AGENCY OF BANGLADESH LIMITED ("CRAB"). with regard to timely payment of financial obligations. These companies are highly speculative and are likely in. each security that it may consider purchasing. TRANSFERRED. the relative degree of safety is lower than that for issues rated higher. FURTHER TRANSMITTED. special. These companies are judged to be of high quality. publication or delivery of any such information. SHORT-TERM CREDIT RATING: LOANS/FACILITIES OF BANKS/FIS (All loans/facilities with original maturity within one year) DEFINITION ST-1 Highest Grade ST-2 High Grade ST-3 Adequate Grade ST-4 Marginal ST-5 Inadequate Grade ST-6 Lowest Grade This rating indicates that the degree of safety regarding timely payment on the loans/facilities is very strong. with some prospect of recovery of principal and interest. sell or hold any securities. or relating to. BBB2. C (Lr) are typically in default. merchantability or fitness for any particular purpose of any such information. Loans/facilities rated C (Lr) are currently highly vulnerable to non-payment. © Copyright 2014. Under no circumstances shall CRAB have any liability to any person or entity for (a) any loss or damage in whole or in part caused by. All rights reserved. any error (negligent or otherwise) or other circumstance or contingency within or outside the control of CRAB or any of its directors. risk. subject to low credit risk. Loans/facilities rated BB (Lr) are judged to carry inadequate safety. REPACKAGED. any such information. 2. Each rating or other opinion must be weighed solely as one factor in any investment decision made by or on behalf of any user of the information contained herein. financial. or economic conditions. AA1. REDISTRIBUTED OR RESOLD. *Note: CRAB appends numerical modifiers 1. subject to substantial credit risk. AA3* Companies rated in this category have very strong capacity to meet financial commitments. The credit ratings and financial reporting analysis observations.7+287&5$%·635. These companies have speculative elements. compensatory or incidental damages whatsoever (including without limitation. These companies have very weak standing and are subject to very CC Companies rated in this category have extremely weak capacity to meet financial obligations. 2. These companies are judged to be of the highest quality. subject to high credit CCC1. as to the accuracy. but have not experienced a payment default. high credit risk. interpretation. holding or selling. BB2. Loan/facilities rated A (Lr) are judged to offer an adequate degree of safety. This rating indicates that the degree of safety regarding timely payment on the loans/facilities is adequate. AS TO THE ACCURACY. and each such user must accordingly make its own study and evaluation of each security and of each issuer and guarantor of. *Note: CRAB appends numerical modifiers 1. This rating indicates that the loans/facilities are expected to be in default on maturity or is in default. or (b) any direct. or subject of bankruptcy petition. the issues are more vulnerable to the adverse effects of changing circumstances than issues rated in the two higher categories. completeness. IN WHOLE OR IN P ART. C is typically in default. with regard to timely payment of financial obligations for the present. Loans/facilities rated CCC (Lr) are judged to have factors present that make them very highly vulnerable to default. These companies are subject to moderate credit risk. BBB3 Companies rated in this category have adequate capacity to meet financial commitments but more susceptible to adverse economic conditions or changing BB1. Loans/facilities rated B (Lr) are judged to have high risk of default. CCC2. lost profits). and it is likely to be adversely affected by short-term adversity or less favorable conditions. These companies are typically in default. the modifier 2 indicates a mid-range ranking. compilation. timeliness. B3 Companies rated in this category have weak capacity to meet financial commitments. very near. Companies rated in this category are highly vulnerable to non-payment. This rating indicates that the degree of safety regarding timely payment on the loans/facilities is strong. with regard to timely payment of financial obligations. indirect. A2 . 5($1'7+$7&23. Incorrectly filled applications or applications failing to comply with any of the instructions therein may be rejected. The Managing Director & Director Shahjibazar Power Co. Ltd.668(5$1'7+(. Bangladesh %DQNHU¶V6O1R Dear Sir.17(5(67('3(56216$5((17. I/we authorize you to place my/our name(s) on the Register of Member(s) of the Company and deposit the said ordinary shares to P\RXU %HQHILFLDU\ 2ZQHU ³%2´. I/we apply for and request you to allot me/us ««««««««««« number of Shares and I/we agree to accept the same or any smaller number that may be allotted to me/us upon the WHUPV RI WKH &RPSDQ\¶V 3URVSHFWXV approved the Bangladesh Securities and Exchange Commission subject to the Memorandum and Articles of Association of the Company.1(')5207+(.7/('72$35263(&786.)7+(<62'(6. APPLICATION FORM APPLICATION FOR SHARES BY INVESTORS OTHER THAN NON-RESIDENT BANGLADESHI(S) WARNING: Please read the instructions at the back of this form. Rokeya Sarani. Dhaka-1216.668(0$1$*(5´ SHAHJIBAZAR POWER CO. Youth Tower. LTD. Further.(62)35263(&7860$<%(2%7$. 822/2.³. 00 per share 2. I/we further authorize you to send a crossed (Account Payee Only) cheque in respect of any Application money refundable to me/us by SRVWFRXULHUDW P\RXU ULVN WRWKHILUVW DSSOLFDQW¶V DGGUHVV VWDWHG below: 1.00 each including a premium of Tk. $PRXQWRI7N LQILJXUH. $FFRXQW. 25. 15. Number of Ordinary Shares «««««« of Tk. «««««««««7DND LQZRUG. . your application will be treated as invalid. (if any): For refund warrant: Please write the correct and full name of bank and branch (Application will not be treated as valid if any one uses a non-scheduled bank. Particulars of Applicant(s): a) Sole/First Applicant: Name: )DWKHU¶V+XVEDQG¶V1DPH Mothers Name: Mailing Address: Occupation: Nationality: Tel No.] 4.«««««««««««««««««««««««««««««««««««««««««« only deposited vide Cash/Cheque/DD/PO No. Beneficiary Owner (B/O) Account [If you do not mention your valid BO (Beneficiary Owner) account number. 5. I/We agree to fully abide by the instruction given herein. To avoid this complication.«««««««««««««««««««««««« GDWHG«««««««««««««««««««««««««« oQ«««««««««««««««««««««««««««««««««««««««««««««%DQN««««««««««««««««««««««%UDQFK 3.ZHZDQWUHIXQGWKURXJKĿ%DQN$FFRXQW* Ŀ+DQG'HOLYHU\&RXULHU 3OHDVHSXWWLFNPDUNLQZKLFKUHIXQGZLOOEHPDGH. investors are requested not to use the name of any non-scheduled bank) For refund purpose: . 7. )DWKHU¶V+XVEDQG¶V1DPH Mothers Name: Mailing Address: Occupation: Nationality: Tel No. $SSOLFDQW¶V%DQN$&1R.00 each including a premium of Tk. The applicant shall provide with the same bank account number in the application form as it is in the BO Account of the applicant. of Shares of Tk.00 per share on this form. among others. the date and amount remitted with details of the bank through and to which bank such remittance has been effected./Ms. ««««««««««««««««««««««««««««««««««««««««««««««««««««««««««««««««« %$1. Ltd./ ««««««««««««««««««««««««««««««««««««««««««««««««« being the Application money for««««««.(5¶6$&.12:/('*0(17 Certified that this Bank has received Tk. Ltd.: Name of the Bank: Branch: b) Second Applicant: Name: Mr./Mrs. (in figure)««««««« (in word) «««««««««««««««««««««««««« only from Mr. %DQNHU¶V6O1R Seal & Date 91 Authorized Signature (Name & Designation) . 15. of ordinary shares of Shahjibazar Power Co. I/we hereby declare that I/we have read the Prospectus of Shahjibazar Power Co. 25./Ms. (if any): 6. nos./Mrs. and have willingly subscribed for ««««Nos. Specimen Signature(s): 1st Applicant: Name (in Block Letters) 2nd Applicant: Name (in Block Letters) Signature: Signature: *.QFDVHRIGHSRVLWLQWR WKHDSSOLFDQW¶VEDQNDFFRXQWWKH DSSOLFDQWZLOOEHDUWKHDSSOLFDEOHVHUYLFHFKDUJH LIDQ\RIWKH DSSOLFDQW¶VEDQNHUDQGWKHLVVXHU shall simultaneously issue a letter of intimation to the applicant containing. INSTRUCTIONS 01 As per provision of the Depository Act. 11 In the case of non-DOORWPHQWRIVHFXULWLHVLIWKHDSSOLFDQWV¶EDQNDFFRXQWVDVPHQWLRQHGLQWKHLU. If you do not mention your valid BO (beneficiary owner) account. In case an applicant makes more than two applications. Otherwise. one in his/her own name and the other jointly with another person.32 application forms are maintained with the bankers to the issue. Please mention your BO (Beneficiary Owner) account number in the application Form. 03 $SSOLFDWLRQPXVWEHPDGHRQWKH&RPSDQ\¶VSULQWHGIRUPSKRWRFRS\RURQW\SHGFRS\KDQGZULWWHQIRUPWKHUHRI 04 Application must not be for less than 200 ordinary shares and must be for a multiple of 200 ordinary shares. 06 In the case of a joint application form.´DQGFURVVHG³A/C Payee Only´DQGPXVWEHGUDZQRQD bank in the same town as the bank to which the application form has been sent. all applications will be treated as invalid and will not be considered for allotment purpose. each party must sign the application form. 08 Applications must be in the full name of individuals or companies or societies or trusts and not in the name of firms. 15% (fifteen) of the application money will be forfeited by the Commission and the balance amount will be refunded to the applicant. the allotment letter will be dispatched to the person whose name appears first on this application form and where amount is refundable in whole or in part the same will be refunded by account payee cheque by post/courier service to the person named first on this application form in the manner prescribed in the prospectus. In case of joint application. Application from financial and market intermediary companies must be accompanied by Memorandum of Association and Articles of Associations and certificate of incorporation. but the bankers will issue a provisional acknowledgement to the issue for application lodged with them.VVXHIDYRULQJ³Shahjibazar Power Co. In addition. 07 Joint application form for more than two persons will not be accepted. Any application not meeting these criterions will not be considered for allotment purpose.VVXH 5HPLWWDQFH VKRXOG EH LQ WKH IRUP RI FDVKFKHTXHEDQN GUDIWSD\ RUGHU SD\DEOH WR RQH RI WKH %DQNHUV¶WRWKH. 02 All information must be typed or written in full (in block letters) in English or in Bengali and must not be abbreviated. minors or persons of unsound mind. 09 An applicant cannot submit more than two applications. your application will be treated as invalid. refund amount of those applicants will be directly credited into the respective bank accounts as mentioned in their IPO Application Forms. refund will be made only through ³$FFRXQW3D\HH´FKHTXH V. Ltd. 05 Remittance for the full amount of the shares must accompany each application and must be forwarded to any of the %DQNHUV¶ WR WKH . 10 No receipt will be issued for the payment made with application. 1999 and regulations made there under shares will only be issued in dematerialized condition. shall not be considered for allotment purpose. 92 . in connection with such sale until 25 (twenty five) days after the prospectus have been published. 16 No sale of securities shall be made nor shall any money be taken from any person. 15 The EDQNHUV¶to the issue shall be obliged to receive the A/C Payee Cheque(s) on the closing day of the subscription. 13 Making of any false statement in the application or supplying of incorrect information therein or suppressing any relevant information shall make the application liable to rejection and subject to forfeiture of application money and / or forfeiture of share (unit) before or after issuance of the same by the issuer. 12 Allotment shall be made solely in accordance with the instructions of the Bangladesh Securities and Exchange Commission. 17 The applicants who have applied for more than two applications using same bank account.VKRZLQJEDQNDFFRXQWQXPEHUDQGQDPHRIEDQNDQGEUDQFKDVPHQWLRQHGLQWKHDSSOLFDWLRQ payable at Dhaka or Chittagong. which are incomplete. The said forfeited Application money or share (unit) will be deposited in account specified by the Bangladesh Securities and Exchange Commission (BSEC). or applications. 14 Applications which do not meet the above requirements. This may be in addition to any other penalties as may be provided for by the law. their application will not be considered for lottery and the Commission will forfeit 15% (fifteen percent) of their subscription money too. as the case may be. Chadpur Chawk Bazar Branch. Noagon Naya Bazar Br.. Dhaka College Gate Br. Dhaka Uttara Br... Dhaka Sonargoan Road Br. Habigonj Uttara Branch. Dhaka Dilkusha Branch Elephant Road Br. Dhaka Dhanmondi Br... Savar Uttara Br. Dhaka Motijheel Branch Dholaikhal Br. Faridpur Gobidagonj Br.. Narayangonj Mirpur Br. Dhaka Dhanmondi Br.. Khatungonj Br.. Barishal Sylhet Br. Dinajpur Jessore Br.. Dhaka Mymensingh Branch Dholaikhal Branch Ring Road Branch Mohammadpur Br.... Feni &R[¶V%D]DU%U&R[¶V%D]DU Bandar Bazar Br... Dhaka Shyamoli Br. Dhaka Lalmatia Br... Sylhet Imamganj Br. &R[¶V%D]DU Comilla Br... Barishal. Narayangonj Tongibari Br.. Dhaka Mohakhali Br. Dhaka Kakrail Br..... Ctg.. Sylhet Banani Br. Dhaka Mirpur Br... Kafrul. Sylhet Bogra Br... Dinajpur Comilla Br. Dhaka Tongi Br. Dhaka Motijheel Br... Dhaka Chawak Mugaltuli Br.. Noakhali Chowmuhani Br.. Dhaka Dilkusha Br. Rajshahi Dhaka Bank Limited Bogra Br.Dhaka Agrabad Br... Dhaka Fulbaria Br. Dhaka Narayangonj Br. Dhaka Konapar Br. Dhaka Motijheel Br.. Bogra Br.. Chittagong Khatungonj Br. Dhaka Banani Br. Dhaka Uttara Model Town Br.. Chittagong Probortak Mor Br.. Dhaka Mazar Road Br. Dhaka Pallabi Br. Dhaka Shantinagar Branch Gulshan Br. Bogra Rajshahi Br.. Rajshahi Naogaon Br. Sylhet Feni Br. Bogra Rajshahi Br....... (QJLQHHU¶VLQVWLWXWLRQ Br. Chittagong Hathazari Br. Narayangonj Pragoti Sarani Br. Dhaka Scotia Br.. Rajshahi Rangpur Br. Sylhet Laldigirpar Br... Dhaka Gulshan Br.. Chittagong Anderkillah Br.. Dhaka Mohakhali Br..... Rangpur Naogan Br. Chittagong Khatungonj Branch. Dhaka Mirpur Br. Bogra Uttara Br. Dhaka Dhanmondi Br... Ctg.. Chittagong Laldighirpaar Br.. Dhaka Biswa Road Br. Tongi.. Sylhet Rajshahi Br. Dhaka Bashundhara Br. Dhaka Bashundra Br.. Pabna Dinajpur Br. Dhaka &R[¶V%D]DU%U&R[¶V%D]DU Imamgonj Br... Dhaka Jubilee Road Br. Khulna Rangpur Br.. Dhaka Panthapath Br. Jhenaidah Noagon Br.... Norsingdi Khatunganj Br.. Dhaka O.. Dhaka Chittagong Br. Chittagong Jubilee road Br. Rangpur Sat Mashjid Road Br........ Khulna Jessore Br. Chittagong Kumaria Br.... Dhaka New Eskaton Br.. Dhaka Chagalnaiya Br... Dhaka Kulaura Br.... Dhaka Nawabpur Road Br. Chittagong Khatungonj Br. Dhaka Uttara Br. Dohar. &R[¶V%D]DU%U&R[¶V%D]DU Chokoria %U&R[¶V%D]DU Ramu Br.. Bogra Local Office. Comilla Islampur Br... Comilla Green Road Br...Dhaka Mirpur Br.. Sylhet Rajshahi Br.. Ctg.. Savar Mercantile Bank Limited Main Br.. Rangpur Ashulia Br.. Dhaka Begum Rokeya Sarani Br... Dhaka Moghbazar Br.. Dhaka Pahartali Br.. Stakhira Patuakhali Br.. Khulna Br... Dhaka MTB Corporate Center Br. Bogra Pabna Br. Dhaka Bashurhat Br..Chittagong Senanibash Br...R.. Dhaka Pabna Br. Dhaka Brahmanbaria Br. Dhaka Savar Br. Sylhet Joypara Br. Dhaka Beani Bazar Br. Kustia Jubilee road Br.. Sylhet Sylhet Uposhohor Br.. Babu Bazar Br... Chittagong Banani Br.. Comilla Pragati Sarani Br. Chittagong Andar Killah Br. Sunamganj Bogra Br. Ctg. Comilla Chowmuhani Br. Rangpur Bogra Br.. Chittagong Cwakbazar Br... Narayangonj Social Islami Bank Limited Principal Br... Dhaka Madhabdi Br..BANKERS TO THE ISSUE Southeast Bank Limited Principal Br. Chittagong CDA Avenue Br. Noagaon Comilla Br.Narayangonj Agrabad Br. Chittagong Uposhahar Br.. Dhaka Ring Road Br. Munshigonj Madhobdi Br.. Dhaka Khustial Br. Narayangonj Br.. Dhaka Gulshan Br. Chittagong MCB S.. Chittagong Rajshahi Br..... Chittagong Bohaddarhat Br. Dhaka Bangshal Br.... Naogaon Sylhet Br. Rajshahi Sylhet Br. Dhaka North South Road Br. Noakhali Feni Br.... Dhaka Panthapath Br. Dhaka Khatungonj Br... Dhaka Dania Rasulpur Br. Sylhet Savar Br. Dhaka Mohakhali Br.. Barishal Jessore Br.. Dhaka Rupnagar Br. Rajshahi Bogra Br. Savar Mouchak Br.. Dhaka Donia Br.. Chittagong &R[¶V%D]DU%U&R[¶V%D]DU Khulna Br..... Dhaka Bank Asia Limited Corporate Branch.. (rural). Ctg. Dhaka Agrabad Br. Chittagong Station Road Br. Dinajpur Kustia Br.. Dhaka Azampur Br.. Dhaka Bangshal Br. Jessore Nevaron Br.... Dhaka Gulshan Br... Dhaka Dinajpur Br.... Feni Moulvibazar Br.. Dhaka Konabari Br.. Patuakhali Mymensingh Br. Dhaka Agrabad Br. Khulna Sylhet Br. Dhaka Rajshahi Br. Chittagong Alanker Mour Br.. Jessore Keshobpur Br. Gazipur Momin Road Br.. Jessore Sunamganj Br.. Jessore Ring Road Br. Barisal Faridpur Br.. Moulvibazar Bijoy Nagar Br.. Dhaka Jamuna Bank Limited Mohakhali Br. Sunamgonj Pabna Br.... Dhaka Noagaon Br. Sylhet Moulovi Bazar Br. Dhaka Banani Br.... Khulna Dakhin Khan Br. Dhaka Comilla Br.... Sitakunda. Dhaka Mohammadpur Br. Sylhet Board Bazar Br. Rangpur Barisal Br. Khulna Dhanmondi Br. Rangpur Bogra Br.. Bogra Kustia Br. Chittagong Feni Branch. Dhaka Dinajpur Br.. Dhaka Principal Br. Ctg... Noakhali Barisal Br..Narayangonj Sonargaon Br. Ctg. Moulovi Bazar Rajshahi Br. Dhaka Islampur Br. Jessore Stakhira Br.. Gazipur Mutual Trust Bank Ltd.. Mojib Br.. Bogra Gulshan Br. Chittagong Khulna Br. Narayangonj Bogra Br. Khulna Jessore Branch. Dhaka Pragoti Sarani Br... Narshingdi Rangpur Br. Dhaka Investment Corporation of Bangladesh (ICB) Head Office.. Comilla Br. Dhaka Madam Bibir Hat Br. Dhaka Uttara Br..... Agrabad Br... Dilkusha Br. Dhaka Muksudpur Br.. Dhaka Ashulia Branch.... Sylhet Moulvi Bazar Branch Gournadi Branch. Dhaka Hobigonj Br. Chittagong Mohakhali Br.... Nizam Road Br. Dhaka Khulna Br.. Dhaka Shantinagar Br. Dhaka Savar Br. Rajshahi Dinajpur Br. Rajshahi Bogra Br. Sylhet Khulna Br... Comilla Feni Branch Jessore Branch Barishal Branch Sylhet Br... Ctg... Dhaka Pragoti Sarani Br. Narayangonj Foreign Exchange Br.. Gazipur Narayangonj Br. Dhaka Babu Bazar Br. Dhaka Narayangonj Br. Dhaka Motijheel Br. Ctg. Dhaka Topkhana Road Br. Dhaka Shyamoli Br. Chittagong Rajshahi Br... Gazipur Rangpur Br... Dhaka MCB Banani Br.. Narayangonj Agrabad Br.. Dhaka Sir Iqbal Road Br.... Dhaka Agargoan Br. Uttara.. Dhaka Sonargaon Br. Dhaka Dhanmondi Br.. Comilla CDA Avenue Br. Dhaka Uttara Br. Dhaka Banani Br. Rajshahi Sat Masjid Road Br. Dhaka Sheikh Mujib Road Br.. Dhaka Dholaikhal Br. Dhaka Khilgaon Br.. Dhaka Mitford Br.... Moulvibazar Taltola Br... Dhaka Agrabad Br.... Ctg..... Demra. Barisal Jessore Branch Habiganj Branch.. Sylhet Barishal Br.. Barisal Tongi Br.. Dhaka Islami Bank Bangladesh Limited Local Office... Barisal Barishal Br.. Mirpur. Dhaka Rampura Br. Feni Rajshahi Br. Dhaka Dhanmondi Br... Dhaka Banoshree Br... Sylhet Comilla Br. Bogra Savar Br... K.. Narayangonj Br... Chittagong Narayangonj Br.. Feni Sylhet Br. Chittagong Patia Br. Ctg... Chittagong CDA Avenue Br.... Chittagong Jubilee road Br. Feni CDA Avenue Br.. Chittagong Bahadderhat Br. Chittagong Sylhet Main Br.... Gazipur Bashundra Br. Rajshahi Khulna Br.. Dhaka Moghbazar Br. Sylhet Amborkhana Br. Dhaka Banani Br. Dhaka Chadpur Branch.. B..Baria Oxygen More Br. Dhaka Mirpur Br.. Chittagong Hetimgonj Br. Naogan Mirpur Br.. Dinajpur Islampur Br. Dhaka First Security Islami Bank Ltd..... Dhaka Dhanmondi Br. Khulna Barishal Br. Dhaka South Surma Br. Dhaka Agrabad Br. Jessore Chittagong EPZ Br. Chittagong Kamal Bazar Br. Chittagong Strand Road Br. Savar Konabari Br... Dhaka Malibagh Branch Narayangonj Br. Dhaka Gulshan Br.. Dhaka Moulvizar Br. Dhaka Principal office Br. Savar Shanir Akhra Br.. Kustia Jhenaidah Br. Dhaka Paltan Br.. Dhaka Mouchak Br. Dhaka Farmgate Br.. Dhaka Jubilee road Br. Dhaka Foreign Exchange Br... Dhaka Mirpur Br. Dhaka Feni Br. Dhaka Rajshahi Br. Dhaka Jatrabari Br..... Mymensingh Barisal Br..... Comilla Br. Dhaka Dania Br.. Chittagong Elephant Road Br... Phartoli Chowmohani Br. Pabna Gulshan Br.. Khulna 93 .. Dhaka Kawran Bazar Br.. Pabna Kushtia Branch Sylhet Br.. Sylhet New Market Br.. Comilla Rangpur Br. Chittagong Moulvibazar Br.. Madam Bibir Hat Br. Dhaka Uttara Br. Sylhet Moulvibazar Br..... Chittagong Khatungonj Br. Dhaka MCB Dilkusha Br. Dhaka Malibagh Br. Dhaka Mohammadpur Br. Moulvibazar Gulshan Br. Chittagong Chapainawabganj Branch Rokeya Sarani Br. Dhaka Karwanbazar Br.. Bogra Khulna Br... Rajshahi Rangpur Br. I/we apply for and request you to allot me/us ««««««««««« number of Shares and I/we agree to accept the same or any smaller number that may be allotted to me/us upon the WHUPV RI WKH &RPSDQ\¶V 3URVSHFWXV DSSURYHG the Bangladesh Securities and Exchange Commission subject to the Memorandum and Articles of Association of the Company. The Managing Director & Director Shahjibazar Power Co.³.7/('72$35263(&786. Further.5($1'7+$7&23.(62)35263(&7860$<%(2%7$. APPLICATION FORM APPLICATION FOR SHARES BY NON-RESIDENT BANGLADESHI(S) (To be sent dirHFWO\WRWKH&RPSDQ\¶V+HDG Office) WARNING: Please read the instructions at the back of this form. I/we authorize you to place my/our name(s) on the Register of Member(s) of the Company and deposit the said ordinary shares to P\RXU %HQHILFLDU\ 2ZQHU ³%2´.668(5$1'7+(. Youth Tower.17(5(67('3(56216$5((17. Dhaka-1216. 822/2. LTD. Rokeya Sarani. Bangladesh Dear Sir. Ltd. Incorrectly filled applications or applications failing to comply with any of the instructions therein may be rejected.)7+(<62'(6.668(0$1$*(5´ SHAHJIBAZAR POWER CO.1(')5207+(. (if any) : For refund warrant: Please write the correct and full name of bank and branch (Application will not be treated as valid if any one uses a nonscheduled bank. (in figure)./Ms. For Refund $SSOLFDQW¶V%DQN$&1R.00 each including a premium of Tk. Beneficiary Owner (B/O) Account [If you do not mention your valid BO (Beneficiary Owner) account number./Mrs. Particulars of Applicant(s): a) Sole/First Applicant: Name : Mr.00=Tk.00 each including a premium of Tk. 25. Number of ordinary shares «««««««««««« of Tk./Ms. I/we further authorize you to send a crossed (Account Payee Only) cheque in respect of any Application money refundable to me/us by SRVWFRXULHUDW P\RXU ULVN WRWKHILUVW DSSOLFDQW¶V DGGUHVV VWDWHG below: 1. I/We agree to fully abide by the instruction given herein. ««««««««« (in word)«««««««««««««««««««««««««««««««««««««««««««« only Convertible into US Dollar 1. )DWKHU¶V+XVEDQG¶V1DPH Mothers Name : Mailing Address : Occupation : Passport No. of Ordinary Shares of Tk. I/ We hereby declare that I/we have read the Prospectus of Shahjibazar Power Co. b) Second Applicant: Name : Mr. applicants are requested not to use the name of any non-scheduled bank).00=Tk. $FFRXQW. and have willingly Subscribed for ««« Nos. : Date of Birth : Nationality : Valid Up to : Tel No. your application will be treated as invalid. ««««««««« 3D\PHQWE\FKHTXHGUDIWQR«««««««««««««««««GDWHG«««««««««««««IRU86'ROODU8. 25. )DWKHU¶V+XVEDQG¶V1DPH Mothers Name : Mailing Address : Occupation : Passport No./Mrs. 15.00 per share 2. (if any) : 7. Specimen Signature(s): 1st Applicant: Name (in Block Letters) 2nd Applicant: Name (in Block Letters) Nominee Name (in Block Letters) Signature: Signature: Signature: * Please see the instructions in paragraphs 14 & 15 for the evidence required to establish Non-Resident Bangladeshis Status.3RXQG6WHUOLQJEURO or Tk. : Date of Birth : c) NoPLQHH¶V1DPH Name: Mailing Address: Nationality : Valid Up to : Tel No. ««««««« EURO 1. «««««««UK Pound Sterling 1. 6. Ltd. «««««««««««««««««GUDZQRQ««««««««««««««««%DQN««««««««««««««««««««««%UDQFK 4.00 per share 8. : Name of the Bank : Branch : The applicant shall provide the same Bank Account Number in the application from as it is in the BO Account of the applicant.] 5. 15. 94 . Amount of Tk.00=Tk. To avoid this complication. IS TO BE SUBMITTED TO THE &203$1<¶6+($'2)). Please mention your BO (beneficiary owner) account number in the Application Form. 14 The applicant shall furnish photocopies of relevant pages of valid passports in support of his being a NRB.17+(67. 06 Refund against over-subscription shall be made in the currency in which the value of shares was paid for by the applicant through A/C Payee Cheque payable at Dhaka with bank account number. minor or persons of unsound mind. Barisal. the amount refunded of those applicants will be directly credited into the respective bank accounts as mentioned in their Application Forms.13$5$-5. Chittagong. as the case may be. 2014. in connection with such issue and subscription. supported by foreign currency encashment certificate issued by the concerned bank. a corporation or company. Any application not meeting this criterion will not be considered for allotment purpose. EDQN¶Vname and branch.38/$7('7. Rajshahi or Sylhet as the case may be. 2014 so as to reach the Company within April 19. 1999 and regulations made there under shares will only be issued in dematerialized condition.&('.21('. Note that a Non-Resident Bangladeshi (NRB) applicant cannot submit more than two applications. AS ABOVE. 18 In the case of non-allotment of ordinary shares LI WKH DSSOLFDQWV¶ EDQN DFFRXQWV DV PHQWLRQHG Ln their application forms are maintained with any of the bankers to the issue. 2014 will not be considered for allotment purpose.´ and FURVVHG³Account Payee Only´ 05 Application shall be sent by the applicant directly to the Company within April 10. refund will be made only WKURXJK³$FFRXQW3D\HH´ cheque(s) with bank account number and name of bank branch as mentioned in the application form payable at Dhaka. 2014 or received by the Company after April 19. 95 . one in his/her own name and the other jointly with another person. 07 In case of over-subscription. 15 In case of joint NRB application joint applicant shall also submit supporting papers /documents in support of their being a NRB as mentioned in para-14 (above). shall be sent by post to the applicant by the Company. a trust or a society and not by a firm. 11 Making of any false statement in the application or supplying of incorrect information therein or suppressing any relevant information in the application shall make the Application liable to rejection and subject to forfeiture of application money and/or forfeiture of share (unit) before or after issuance of the same by the issuer. dual citizenship or of the foreign passport bearing an endorsement from the concerned Bangladeshi Embassy to the effect that no visa is required for him/her to travel to Bangladesh. 08 Money receipt on clearance of draft or cheque. Bangladesh. 10 Application must be made by an individual. 19 The applicants who have applied for more than two applications using same bank account. your application will be treated as invalid. 03 An application must not be for less than 200 Ordinary Shares and must be for a multiple of 200 ordinary shares. their application will not be considered for lottery and the Commission will forfeit 15% (fifteen percent) of their subscription money too. for the value of VHFXULWLHVDSSOLHGIRUWKURXJKFURVVHGEDQNFKHTXHPDUNLQJ³$FFRXQW3D\HHRQO\´6RWKDWWKHLVVXHU¶VFROOHFWLQJEDQNFDQFOHDU WKHSURFHHGVDQGGHSRVLWWKHVDPHLQWRLVVXHUEDQN¶VDFFRXQWLQWLPH 13 The spot buying rate (TT Clean) in US Dollar.0(0(17. Otherwise. or through a nominee by paying out of foreign currency deposit account maintained in Bangladesh or in Taka. allotment shall be made by lottery solely in accordance with the instructions of the Bangladesh Securities and Exchange Commission. The said forfeited application money or share (unit) will be deposited in account specified by the Bangladesh Securities and Exchange Commission (BSEC). until 25 (twenty five) days after the prospectus have been published. If you do not mention your valid BO (beneficiary owner) account. Khulna. Any applications sent after April 10. 09 Joint application by two persons will be acceptable. 02 All information must be written or typed in full in block letters in English and must not be abbreviated.INSTRUCTIONS 01 As per provision of the Depository Act. allotment or refund shall be made by post to the first applicant. 12 The intending NRB applicants shall deposit the share subscription money by US$/UK Pound Sterling/EURO demand draft drawn on any Bank and payable in Dhaka. In case an applicant makes more than two applications. THE NRB APPLICATION ALONG WITH THE FOREIGN CURRENCY DRAFT. 15% (fifteen percent) of the application money will be forfeited by the Commission and the balance amount will be refunded to the applicant. 17 No issue of ordinary shares shall be made nor shall any money be taken from any person.7+.5(&7/<:. UK Pound Sterling and EURO of Sonali Bank at the day of subscription opening will be applicable for the Non Resident Bangladeshi (NRB) applicants. 16 An applicant cannot submit more than two applications. In such a case. In addition. Ltd. One in his/her own name and the other jointly with another person by one cheque/DD/PO by USD/GBP/EURO/BDT (supported by a foreign currency encashment certificate). 04 An application must be accompanied by a foreign demand draft drawn on a bank payable at Dhaka or cheque drawn out of foreign currency deposit account maintained in Bangladesh for the full value of shares favoring ³Shahjibazar Power Co. More than two applications by one cheque/DD/PO by USD/GBP/EURO/BDT (supported by a foreign currency encashment certificate) will not be allowed. all applications will be treated as invalid and will not be considered for allotment purpose. This may be in addition to any other penalties as may be provided for by the law. Youth Tower.(62)35263(&7860$<%(2%7$.5($1'7+$7&23.668(5$1'7+(. APPLICATION FORM APPLICATION FOR SHARES BY AFFECTED SMALL INVESTORS WARNING: Please read the instructions at the back of this form.)7+(<62'(6. The Managing Director & Director %DQNHU¶V6O1R Shahjibazar Power Co. I/we authorize you to place my/our name(s) on the Register of Member(s) of the Company and deposit the said ordinary shares to my/our Beneficiary OZQHU ³%2´.1(')5207+(.7/('72$35263(&786. Ltd. Rokeya Sarani.668(0$1$*(5´ SHAHJIBAZAR POWER CO. Dhaka-1216. I/we apply for and request you to allot me/us ««««««««««« number of Shares and I/we agree to accept the same or any smaller number that may be allotted to me/us upon the WHUPV RI WKH &RPSDQ\¶V 3URVSHFWXV DSSURYHG the Bangladesh Securities and Exchange Commission subject to the Memorandum and Articles of Association of the Company.³. LTD.17(5(67('3(56216$5((17. Further. Incorrectly filled applications or applications failing to comply with any of the instructions therein may be rejected. Bangladesh Dear Sir. 822/2. 00 each including a premium of Tk.ZHZDQWUHIXQGWKURXJKĿ%DQN$FFRXQWĿ+DQG'HOLYHU\&RXULHU 3OHDVHSXWWLFNPDUNLQZKLFKUHIXQGZLOOEHPDGH. (in figure). investors are requested not to use the name of any non-scheduled bank) For refund purpose: . I/we further authorize you to send a crossed (Account Payee Only) cheque in respect of any Application money refundable to me/us by SRVWFRXULHUDW P\RXU ULVN WRWKHILUVW DSSOLFDQW¶V DGGUHVV VWDWHG below: 6.] 9./Mrs./Ms. I/We agree to fully abide by the instruction given herein. Beneficiary Owner (B/O) Account [If you do not mention your valid BO (Beneficiary Owner) account number. )DWKHU¶V+XVEDQG¶V1DPH Mothers Name: Mailing Address: Occupation: Nationality: Tel No. your application will be treated as invalid. 25. $FFRXQW. 10. Particulars of Applicant(s): a) Sole/First Applicant: Name: Mr.00 per share 7. (if any): For refund warrant: Please write the correct and full name of bank and branch (Application will not be treated as valid if any one uses a non-scheduled bank. 15. To avoid this complication. Amount of Tk. ««««««««««««««««««««GDWHG«««««««««««««««««««««««««««««« RQ««««««««««««««««««««««««««««««%DQN««««««««««««««««««««««%UDQFK 8. Number of Ordinary Shares «««««« of Tk. ««««««««««««««««««««««««««««««««««««««««««««««««««««« (in word) ««««««««««««««««««««««««««««««««««««««««««only deposited vide Cash/Cheque/DD/PO No. Ltd.QFDVHRIGHSRVLWLQWRWKH DSSOLFDQW¶VEDQNDFFRXQWWKHDSSOLFDQW ZLOOEHDU WKH DSSOLFDEOHVHUYLFH FKDUJHLI DQ\RIWKH DSSOLFDQW¶VEDQNHU DQG WKHLVVXHU shall simultaneously issue a letter of intimation to the applicant containing. )DWKHU¶V+XVEDQG¶V1DPH Mothers Name: Mailing Address: Occupation: Nationality: Tel No. of Shares of Tk. (if any): 6. Seal & Date 96 Authorized Signature (Name & Designation) . I/we hereby declare that I/we have read the Prospectus of Shahjibazar Power Co./Ms. the date and amount remitted with details of the bank through and to which bank such remittance has been effected. $SSOLFDQW¶V%DQN$&1R./ ««««««««««««««««««««««««««««««««««««««««««««««««««««««««««« being the Application money for««««««nos./Ms. 25. (in figure) ««««««(in word)««««««««««««««««««««««««««««« only from Mr. 7.: Name of the Bank: Branch: b) Second Applicant: Name: Mr./Mrs. Specimen Signature(s): 1st Applicant: Name (in Block Letters) 2nd Applicant: Name (in Block Letters) Signature: Signature: ««««««««««««««««««««««««««««««««««««««««««««««««««««««««««««««««« %$1. 15. and have willingly subscribed for ««««Nos.(5¶6$&. %DQNHU¶V6O No. Ltd. of ordinary shares of Shahjibazar Power Co. .00 per share on this form.12:/('*0(17 Certified that this Bank has received Tk.00 each including a premium of Tk./Mrs. among others. The applicant shall provide with the same bank account number in the application form as it is in the BO Account of the applicant. 08 Applications must be in the full name of individuals or companies or societies or trusts and not in the name of firms. refund will be made only through ³$FFRXQW3D\HH´FKHTXH V. refund amount of those applicants will be directly credited into the respective bank accounts as mentioned in their IPO Application Forms. In addition. but the bankers will issue a provisional acknowledgement to the issue for application lodged with them. 07 Joint application form for more than two persons will not be accepted. one in his/her own name and the other jointly with another person. Any application not meeting these criterions will not be considered for allotment purpose. minors or persons of unsound mind.VVXHIDYRULQJ³Shahjibazar Power Co. 06 In the case of a joint application form. If you do not mention your valid BO (beneficiary owner) account. Ltd. 02 All information must be typed or written in full (in block letters) in English or in Bengali and must not be abbreviated. 03 $SSOLFDWLRQPXVWEHPDGHRQWKH&RPSDQ\¶VSULQWHGIRUPSKRWRFRS\RURQW\SHGFRS\KDQGZULWWHQIRUPWKHUHRI 04 Application must not be for less than 200 ordinary shares and must be for a multiple of 200 ordinary shares. your application will be treated as invalid. 11 In the case of non-DOORWPHQWRIVHFXULWLHVLIWKHDSSOLFDQWV¶EDQNDFFRXQWVas mentioned in their IPO Application Forms are maintained with the bankers to the issue. In case of joint application.INSTRUCTIONS 01 As per provision of the Depository Act. 10 No receipt will be issued for the payment made with application. each party must sign the application form.´DQGFURVVHG³A/C Payee only´DQGPXVWEHGUDZQRQD bank in the same town as the bank to which the application form has been sent. Remittance should be in the form of cash/cheque/bank draft/pay order payable to one of the EDQNHUV¶WRWKH. 09 An applicant cannot submit more than two applications. 05 Remittance for the full amount of the shares must accompany each application and must be forwarded to any of the EDQNHUV¶ to the Issue. In case an applicant makes more than two applications. Application from financial and market intermediary companies must be accompanied by Memorandum of Association and Articles of Associations and certificate of incorporation. Please mention your BO (Beneficiary Owner) account number in the application form. 15% (fifteen) of the application money will be forfeited by the Commission and the balance amount will be refunded to the applicant. all applications will be treated as invalid and will not be considered for allotment purpose. the allotment letter will be dispatched to the person whose name appears first on this application form and where amount is refundable in whole or in part the same will be refunded by account payee cheque by post/courier service to the person named first on this application form in the manner prescribed in the prospectus. Otherwise. 1999 and regulations made there under shares will only be issued in dematerialized condition. 14 Applications which do not meet the above requirements. as the case may be. 17 The applicants who have applied for more than two applications using same bank account. 12 Allotment shall be made solely in accordance with the instructions of the Bangladesh Securities and Exchange Commission. shall not be considered for allotment purpose. 18 97 . in connection with such sale until 25 (twenty five) days after the prospectus have been published. or applications. This may be in addition to any other penalties as may be provided for by the law. 16 No sale of securities shall be made nor shall any money be taken from any person. their application will not be considered for lottery and the Commission will forfeit 15% (fifteen percent) of their subscription money too. The said forfeited application money or share (unit) will be deposited in account specified by the Bangladesh Securities and Exchange Commission (BSEC).VKRZLQJEDQNDFFRXQWQXPEHUDQGQDPHRIEDQNDQGEUDQFKDVPHQWLRQHGLQWKHDSSOLFDWLRQ payable at Dhaka or Chittagong. 15 The bankeUV¶to the issue shall be obliged to receive the A/C Payee Cheque(s) on the closing day of the subscription. which are incomplete. 13 Making of any false statement in the application or supplying of incorrect information therein or suppressing any relevant information shall make the application liable to rejection and subject to forfeiture of application money and/or forfeiture of share (unit) before or after issuance of the same by the issuer.