Aman Feed Limited 12.05.2015
Aman Feed Limited 12.05.2015
Aman Feed Limited 12.05.2015
underwriter”
PROSPECTUS
FOR
PUBLIC OFFER OF 20,000,000ORDINARY SHARES OF TK. 10/- EACH AT AN ISSUE PRICE OF TK. 36/-
EACH INCLUDING A PREMIUM OF TK. 26/- PER SHARETOTALING TO TK. 720,000,000/-
OF
AMAN FEED LIMITED (AFL)
Opening Date for Subscription: May 25, 2015
Closing Date for Subscription (Cut-off date): June 04, 2015
UNDERWRITERS
COSMOPOLITAN FINANCE LIMITED UNICAP INVESTMENTS LIMITED
Summit Centre (6th Floor) , A-A Bhaban (9 th Floor),
18, Karwan Bazar, Dhaka-1215 23, Motijheel C/A, Dhaka-1000
IDLC INVESTMENTS LIMITED CONTINENTAL INSURANCE LIMITED
Eunoos Trade Center (Level-21), Ideal Trade Centre (7th Floor),102,
52-53, Dilkusha C/A, Dhaka-1000 ShahidTajuddin Ahmed Sarani, Tejgaon, Dhaka - 1208
PRIME BANK INVESTMENT LIMITED GREEN DELTA INSURANCE COMPANY LIMITED
Peoples Insurance Bhaban (11th Floor), Green Delta AIMS Tower (6th Floor) ,
36, Dilkusha C/A, Dhaka-1000 51-52, Mohakhali, Dhaka-1212
SWADESH INVESTMENT MANAGEMENT LIMITED RUPALI LIFE INSURANCE COMPANY LIMITED
Suite -01, Level-11, Unique Trade Centre (UTC), RupaliBimaBhaban (9th Floor), 7, Rajuk Avenue,
8, Panthapath, Dhaka-1215 Motijheel C/A, Dhaka -1000
LANKABANGLA INVESTMENTS LIMITED
Eunoos Trade Center (Level-21), 52-53, Dilkusha C/A, Dhaka-1000
“CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE/OFFER OF
THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE SECURITIES AND EXCHANGE
COMMISSION (PUBLIC ISSUE) RULES, 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.”
AMAN FEED LIMITED
AVAILABILITY OF PROSPECTUS
Prospectus of Aman Feed Limited may be obtained from the Issuer Company, the Issue Manager, the Underwriters and
the Stock Exchanges as follows:
Tel: +88 02 8391440-3; Fax: +88 02 8391011; e-mail: [email protected]; Website: www.ahmed-zaker.com
SECTION I: STATUTORY CONDITIONS 07-15
PROSPECTUS |2
AMAN FEED LIMITED
SECTION IV: ISSUE SIZE & PURPOSE OF THE PUBLIC OFFERING 24-25
Financial Structure of the Company 24
Use of IPO Proceeds 24
Schedule of Implementation 25
Particulars Page
PROSPECTUS |3
AMAN FEED LIMITED
Dividend Policy 57
Other Rights of Shareholders 57
Debt securities 57
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AMAN FEED LIMITED
PROSPECTUS |6
AMAN FEED LIMITED
As per provision of the Depository Act, 1999 and regulation made there under, shares will be issued in dematerialized
condition. All transfer/transmission/splitting will take place in the Central Depository Bangladesh Ltd. (CDBL) system
and any further issuance of shares (rights/bonus) will be issued in dematerialized form only.
PART–A
1. The company shall go for Initial Public Offer (IPO) for 20,000,000 Ordinary Shares of Tk. 10.00 each at an issue price
of Tk. 36.00 each including a premium of Tk. 26.00 per share worth Tk. 720,000,000.00 (Tk. Seventy Two Crore)
only following the Securities and Exchange Commission (Public Issue) Rules, 2006, the Depository Act, 1999 and
regulations made there under.
2. The abridged version of the prospectus, as approved by the Commission, shall be published by the issuer in 4
(Four) national daily newspapers (two in Bangla and two in English), within 5 (Five) working days of issuance of
the consent letter. The issuer shall post the full prospectus, vetted by the Bangladesh Securities and Exchange
Commission (BSEC), in the issuer’s website and shall also put on the websites of the Commission, stock
exchanges, and the Issue Manager, 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 issuer shall submit to BSEC, the stock exchanges and
the Issue Manager a diskette containing the text of the vetted prospectus in “MS -Word” format.
3. Sufficient copies of prospectus shall be made available by the issuer so that any person requesting a copy may
receive one. A notice shall be placed on the front of the application form distributed in connection with the
offering, informing that interested persons are entitled to a prospectus, if they so desire, and that copies of
prospectus may be obtained from the Issuer and the Issue Manager. The subscription application shall indicate in
bold type that no sale of securities shall be made, nor shall any money be taken from any person, in connection
with such sale until twenty five days after the prospectus has been published.
4. The company shall submit 40 (Forty) copies of the printed prospectus to the 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.
5. The Issuer company and the Issue Manager shall ensure transmission of the prospectus, abridged version of the
prospectus and relevant application for NRBs through email, simultaneously with publication of the abridged
version of the prospectus, to the Bangladesh Embassies and Missions abroad and shall also ensure sending of the
printed copies of abridged version of the prospectus to the said Embassies and Missions within 5 (Five) working
days of the publication date by Express Mail Service (EMS) of the postal department. A compliance report shall be
submitted in this respect to the BSEC jointly by the Issuer and the Issue Manager within 2 (Two) working days from
the date of said dispatch of the prospectus.
6. The paper clipping of the published abridged version of the prospectus, as mentioned at condition no. 2 above,
shall be submitted to the Commission within 24 (twenty four) hours of the publication thereof.
7. The company shall maintain separate bank account(s) for collecting proceeds of the Initial Public Offering and shall
also open Foreign Currency (FC) account(s) to deposit the application money of the Non Resident Bangladeshis
(NRBs) for IPO purpose, and shall incorporate full particulars of said FC account(s) in the prospectus. The company
shall open the above-mentioned accounts for IPO purpose, and close these accounts after refund of over-
subscription money. Non-Resident Bangladeshi (NRB) means Bangladeshi citizens staying abroad including all those
who have dual citizenship (provided they have a valid Bangladeshi passport) or those, whose foreign passport bear
a stamp from the concerned Bangladesh Embassy to the effect that no visa is required for traveling to Bangladesh.
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AMAN FEED LIMITED
8. The issuer company shall apply to all the stock exchanges in Bangladesh for listing within 7 (Seven) working days
from the date of issuance of this letter and shall simultaneously submit the vetted prospectus with all exhibits, as
submitted to BSEC, to the stock exchanges.
9. The following declaration shall be made by the company in the prospectus, namely: -
In case of non-refund of the subscription money within the aforesaid 15 (Fifteen) days, the Directors of the
company, in addition to the issuer company, shall be collectively and severally liable for refund of the subscription
money, with interest at the rate of 2% (Two Percent) per month above the bank rate, to the subscribers concerned.
The Issue Manager, in addition to the Issuer company, shall ensure due compliance of the above mentioned
conditions and shall submit compliance report thereon to the Commission within 7 (seven) days of expiry of the
aforesaid 15 (Fifteen) days time period allowed for refund of the subscription money.
10. The subscription list shall be opened and the sale of securities commenced after 25 (Twenty Five) days of the
th
publication of the abridged version of the prospectus and shall remain open up to 25 (twenty fifth) working day
from the date of publication of abridged version of prospectus.
11. The IPO shall stand cancelled and the Issuer shall inform the stock exchanges within 2 (two) working days of
receiving the subscription information to release the application money, if any of the following events occur:
a) Upon closing of the subscription list it is found that the total number of valid applications (in case of under
subscription including the number of the underwriter) is less than the minimum requirement as specified in the
listing regulations of the stock exchange(s) concerned; or
b) At least 50% of the IPO is not subscribed.
12. 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 opened for subscription by the general public.
In case of under-subscription under any of the 20% and 10% categories mentioned above, the unsubscribed
portion shall be added to the general public category and, if after such addition, there is over subscription in the
general public category, the Issuer and the Manager to the Issue shall jointly conduct an open lottery of all the
applicants added together.
13. All the applicants shall first be treated as applied for one minimum market lot of 200 shares worth Taka 7,200/-
(Taka Seven thousand two hundred only) If, on this basis, there is over subscription, then lottery shall be held
amongst the applicants allocating one identification number for each application, irrespective of the application
money. In case of over-subscription under any of the categories mentioned hereinabove, the Issuer and the Issue
Manager shall jointly conduct an open lottery of all the applications received under each category separately in
presence of representatives from the Issuer, the stock exchanges and the applicants, if there be any.
14. An applicant cannot submit more than two applications, one in his/her own name and the other jointly with
another person. In case an applicant makes more than two applications, all applications will be treated as invalid
and will not be considered for allotment purpose. In addition, 15% (fifteen) of the application money will be
forfeited by the Commission and the balance amount will be refunded to the applicant.
15. The applicants who have applied for more than two applications using same bank account, their application will
not be considered for lottery and the Commission will forfeit 15% of their subscription money too.
16. 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
PROSPECTUS |8
AMAN FEED LIMITED
25% of the application money and/or forfeiture of share (unit) before or after issuance of the same by the issuer.
The said forfeited application money or share (unit) will be deposited in account of the Bangladesh
Securities and Exchange Commission (BSEC). This is in addition to any other penalties as may be provided for by
the law.
17. The company shall furnish the List of Allotees to the Commission and the Stock Exchange(s) simultaneously in
which the shares will be listed, within 24 (Twenty Four) hours of allotment.
18. In the event of under-subscription of the public offering, the unsubscribed portion of securities shall be taken up by
the underwriter(s) (subject to Para -10 above). The issuer must notify the underwriters to take up the underwritten
shares within 10 (Ten) days of the closing of subscription on full payment of the share money within 15 (Fifteen)
days of the issuer’s notice. The underwriter shall not share any underwriting fee with the Issue Manager, other
underwriters, issuer or the sponsor group.
19. 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.
Provided that the persons (other than Directors and those who hold 5% or more shares in the company), who have
subscribed to the shares of the company within immediately preceding two years of according consent shall be
subject to a lock-in period of 1 (One) year from the date of issuance of prospectus or commercial operation,
whichever comes later.
20. If any existing sponsor or director of any company transfers any share to any person, other than existing
shareholders, within preceding 12 (twelve) months of submitting any application for raising of capital or initial
public offering (IPO), all shares held by those transferee shareholders shall be subject to a lock-in period of 3
(three) years from the date of issuance of prospectus for IPO.
21. 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, along with a confirmation
thereof from the custodian bank, within one week of listing of the shares with the stock exchange(s).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). 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.
22. 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.
23. The Company shall not declare any benefit/dividend based on the financial statements for the year ended on
June 30, 2014 before listing of its securities with Stock Exchange(s).
24. A compliance report on Corporate Governance Guideline as per the provision of the Bangladesh Securities and
Exchange Commission Notification no. SEC/CMRRCD/ 2006-158/134/Admin/44 Dated 7 August 2012 shall be
submitted to the Commission before 07 (seven) working days of the IPO subscription opening.
PART–B
Application Process
Step-1 (Applicant)
1. An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker/
Merchant Banker where the applicant maintains customer account, within the cut-off date (i.e. The
th
subscription closing date), which shall be the 25 (twenty fifth) working day from the date of publication of
abridged version of prospectus.
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AMAN FEED LIMITED
2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall contain the
Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount and Category of the
Applicant. At the same time:
a. Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application money and
service charge available in respective customer account maintained with the Stockbroker/Merchant Banker.
No margin facility, advance or deferred payment is permissible for this purpose. In case the application is made
through a margin account, the application money shall be deposited separately and the
Stockbroker/Merchant Banker shall keep the amount segregated from the margin account, which shall be
refundable to the applicant, if become unsuccessful.
b. Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), issued in favor of the
Issuerfor an amount equivalent to the application money, with their application to concerned
Stockbroker/Merchant Banker. The draft (FDD) shall be issued by the Bank where the applicant maintains
NITA/Foreign Currency account debiting the same account. No banker shall issue more than two drafts from
any NITA/Foreign Currency account for any public issue. At the same time, the applicant shall make the service
charge available in respective customer account maintained with the Stockbroker/Merchant Banker.
Step-2 (Intermediary)
3. The Stockbroker/Merchant Banker shall maintain a separate bank account only for this purpose namely “Public
Issue Application Account”. The Stockbroker/Merchant Banker shall:
a. post the amount separately in the customer account (other than NRB and Foreign applicants), and upon
availability of fund, block the amount equivalent to the application money;
b. accumulate all the application/buy instructions received up to the cut-off date, deposit the amount in the
“Public Issue Application Account” maintained with its bank within the first banking hour of next working
day of the cut-off date. In case of application submitted by the Stock-dealer or the Merchant Banker’s own
portfolio, the application amount should also be transferred to the “Public Issue Application Account”;
c. instruct the banker to block the account for an amount equivalent to the aggregate application money and to
issue a certificate in this regard.
4. Banker of the Stockbroker/Merchant Banker shall block the account as requested for, issue a certificate confirming
the same and handover it to the respective Stockbroker/Merchant Banker.
5. For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stockbroker/Merchant Banker shall hold the bank
drafts (FDD) submitted by the applicants in their custody with a list containing the draft information against the
respective applicant’s particulars.
6. The Stockbroker/Merchant Banker shall prepare category wise lists of the applicants containing Customer ID,
Name, BO Account Number and Number of Securities applied for, and within 03 (three) working days from the cut-
off date, send it to the respective Stock Exchange in electronic (text format with tilde ‘~’ separator ) format and the
certificate(s) issued by its banker.
7. On the next working day, the stock exchanges shall provide the Issuer with the information received from the
Stockbroker/Merchant Bankers. Stock Exchanges shall verify and preserve the bankers’ certificates in their custody.
Step-3 (Issuer)
9. The Issuer shall prepare consolidated list of the applications and send the applicants’ BOIDs in electronic (text)
format in a CDROM to CDBL for verification. The Issuer shall post the consolidated list of applicants on its website.
CDBL shall verify the BOIDs as to whether the BO accounts of the applicants are active or not.
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AMAN FEED LIMITED
10. On the next working day, CDBL shall provide the Issuer with an updated database of the applicants containing BO
Account Number, Name, Addresses, Parents’ Name, Joint Account and Bank Account Information along with the
verification report.
11. After receiving verification report and information from CDBL, the Issuer shall scrutinize the applications, prepare
category wise consolidated lists of valid and invalid applications and submit report of final status of subscription to
the Commission and the stock exchanges within 10 (ten) working days from the date of receiving information from
the stock exchanges.
12. The Issuer and the issue manager shall conduct category wise lottery with the valid applications within 03 (three)
working days from the date of reporting to the Commission and the Stock Exchanges, if do not receive any
observation from the Commission or the Stock Exchanges.
13. The Issuer and issue manager shall arrange posting the lottery result on their websites within 06 (six) hours and on
the websites of the Commission and Stock Exchanges within 12 (twelve) hours of lottery.
14. Within 02 (two) working days of conducting lottery, the Issuer shall:
a. Send category wise lists of the successful and unsuccessful applicants in electronic (text format with tilde ‘~’
separator) format to the respective Stock Exchange.
b. send category wise lists of unsuccessful applicants who are subject to penal provisions as per conditions of
the Consent Letter issued by the Commission in electronic (text format with tilde ‘~’ separator) format to
the respective Stock Exchange mentioning the penalty amount against each applicant.
c. issue allotment letters in the names of successful applicants in electronic format with digital signatures
and send those to respective Stock Exchange in electronic form.
d. send consolidated allotment data (BOID and number of securities) in electronic text format in a CDROM
to CDBL to credit the allotted shares to the respective BO accounts.
Step-4 (Intermediary)
15. On the next working day, Stock Exchanges shall distribute the information and allotment letters to the
Stockbroker/Merchant Bankers concerned in electronic format and instruct them to:
a. remit the amount of successful (other than NRB and Foreign) applicants to the Issuer’s respective Escrow
account opened for subscription purpose and unblock the amount of unsuccessful applicants;
b. send the bank drafts (FDD) submitted by successful NRB and Foreign applicants to the Stock Exchange
and return the drafts submitted by unsuccessful applicants;
c. send the penalty amount of other than NRB and Foreign applicants who are subject to penal provisions
to the Issuer’s respective Escrow Accounts along with a list and unblock the balance application money;
d. send the drafts (FDD) submitted by unsuccessful NRB and Foreign applicants who are subject to penal
provisions, to the respective Stock Exchange, along with a list.
16. On the next working day of receiving the documents from the Stock Exchanges, the Stockbrokers/Merchant
Bankers shall request its banker to:
a. release the amount blocked for unsuccessful (other than NRB and Foreign) applicants;
b. remit the aggregate amount of successful applicants and the penalty amount of unsuccessful (other than
NRB and foreign) applicants who are subject to penal provisions to the respective ‘Escrow’ account of the
Issuer opened for subscription purpose.
a. send the drafts (FDD) submitted by successful NRB and Foreign applicants to the Stock Exchange concerned
and return the drafts submitted by unsuccessful NRB and Foreign applicants;
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AMAN FEED LIMITED
b. send the drafts (FDD) submitted by unsuccessful NRB and Foreign applicants who are subject to penal
provisions to the respective Stock Exchange separately along with a list of the applicants.
18. On the next working day of receiving request from the Stockbrokers/Merchant Bankers, their bankers shall
unblock the amount blocked in the account(s) and remit the amount as requested for to the Issuer’s ‘Escrow’
account.
19. Simultaneously, the Stockbrokers/Merchant Bankers shall release the application money in the customer accounts;
inform the successful applicants about allotment of securities and the unsuccessful applicants about releasing their
blocked amounts. The unblocked amounts of unsuccessful applicants shall be placed as per their instructions.
The Stockbroker/Merchant Banker shall be entitled to recover the withdrawal charges, if any, from the applicant
who wants to withdraw the application money, up to an amount of Tk. 5.00 (five) per withdrawal.
20. On the same day, Stock Exchanges shall send the drafts submitted by successful NRB and Foreign
applicants and also by unsuccessful NRB and Foreign applicants who are subject to penal provisions, to the
Issuer.
21. In case of drafts (FDD) submitted by successful NRB or Foreign applicant for any amount excess to the value of
securities to be allotted or by unsuccessful NRB and Foreign applicants who are subject to penal provisions, refund
of the balance amount shall be made by the Issuer to the applicant through bank drafts issued in the same
currency within 7 (seven) working days of receiving the drafts from Stock Exchange.
Miscellaneous:
22. The Issuer and Issue Manager(s) shall jointly ensure compliance of the above.
23. The bank draft (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the date of
publication of abridged version of prospectus.
24. Amount deposited and blocked in the “Public Issue Application Account” shall not be withdrawn or transferred
during the blocking period. Amount deposited by the applicants shall not be used by the Stockbrokers/Merchant
Bankers for any purpose other than public issue application.
25. The Issuer shall pay the costs related to data transmission, if claimed by the Stock Exchange concerned.
26. The Stockbrokers/Merchant Bankers shall be entitled to a service charge of 5.00 (taka five) only per application
irrespective of the amount or category. The service charge shall be paid by the applicant at the time of submitting
application.
27. The Stockbroker/Merchant Banker shall provide the Issuer with a statement of the remittance and drafts sent.
28. The Issuer shall accumulate the penalty amount recovered and send it to the Commission through a bank
draft/payment order issued in favor of the Bangladesh Securities and Exchange Commission.
PART–C
1. The Issuer and the Issue Manager shall ensure that the abridged version of the prospectus and the full prospectus
is published correctly and in strict conformity with the conditions of this letter without any error/omission, as
vetted by the Bangladesh Securities and Exchange Commission.
2. The Issue Manager shall carefully examine and compare the published abridged version of the prospectus on the
date of publication with the copy vetted by BSEC. If any discrepancy/ inconsistency is found, both the Issuer and
the Issue Manager shall jointly publish a corrigendum immediately in the same newspapers concerned,
simultaneously endorsing copies thereof to BSEC and the Stock Exchange(s) concerned, correcting the
discrepancy/inconsistency as required under ‘Due Diligence Certificates’ provided with BSEC.
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AMAN FEED LIMITED
3. Both the Issuer Company and the Issue Manager shall, immediately after publication of the prospectus and its
abridged version, jointly inform the Commission in writing that the published prospectus and its abridged version
are verbatim copies of the same as vetted by the Commission.
4. The fund collected through Public Offering shall not be utilized prior to listing with Stock Exchanges and that
utilization of the said fund shall be effected through banking channel, i.e. through account payee cheque, pay order
or bank drafts etc.
rd
5. No issuer of a listed security shall utilize more than 1/3 (one-third) of the fund raised through IPO for the
purpose of loan repayment.
6. The company shall furnish status report on utilization of Public Offering proceeds 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, as mentioned in the schedule
contained in the prospectus, and in the event of any irregularity or inconsistency, the Commission may
employ or engage any person, at issuer’s cost, to examine whether the issuer has utilized the proceeds for the
purpose disclosed in the prospectus.
7. While auditing the utilization of IPO proceeds, the auditors’ shall perform their jobs under the followings terms of
references (TOR) and confirm the same in their report/certificate:
a. Whether IPO proceeds have been utilized for the purposes/heads as specified in the prospectus;
b. Whether IPO proceeds have been utilized in line with the conditions (if any) of the Commission’s consent
letter;
c. Whether utilization of IPO proceeds have been completed within the time schedule/ implementation
schedule as specified in the prospectus;
d. Whether utilization of IPO proceeds is accurate and for the purpose of the company as mentioned/ specified
in the prospectus/ and
e. The auditors should also confirmed that: (i) assets have been procured/imported/ constructed maintaining
proper/ required procedure as well as at a reasonable price; and (ii) auditors’ report has been made on
verification of all necessary documents/papers/vouchers in support of utilization of IPO proceeds making
reconciliation with Bank Statement.
8. All transactions, excluding petty cash expenses, shall be effected through the Company’s bank account(s).
9. Proceeds of the Public Offering shall not be used for any purpose other than those specified in the prospectus. Any
deviation in this respect must have prior approval of the shareholders in the shareholders meeting under
intimation to BSEC and Stock Exchanges.
10. Directors on the Company’s Board will be in accordance with applicable laws, rules and regulations.
11. 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, 1987.
12. If any quarter or half-year of the financial year ends after publication of the abridged version of
prospectus and before listing of its securities with any exchange, the company shall
disseminate/transmit/submit the said quarterly/half yearly financial statements in accordance with the
Commission’s Notification SEC/CMRRCD/2008-183/admin/03-34 dated September 27, 2009 and the section 13 of
the Securities and Exchange Rules, 1987.
13. In the event of arising issues concerning Price Sensitive Information as defined under the
after publication of the abridged version of prospectus and before listing of its
securities with any exchange, the company shall disseminate/transmit/submit the information as price sensitive in
accordance with the Commission’s Notification No. SEC/SRMI/200-953/1950 dated October 24, 2000.
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AMAN FEED LIMITED
PART-D
1. All the above conditions imposed under section 2CC of the Securities and Exchange Ordinance, 1969 shall be
incorporated in the prospectus immediately after the page of the table of contents, with a reference in the table of
contents, prior to its publication.
2. The Commission may impose further conditions/restrictions etc. from time to time as and when considered
necessary which shall also be binding upon the Issuer company.
PART-E
1. As per provision of the Depository Act, 1999 & regulations made there under, shares will only be issued in
dematerialized condition. All transfer/ transmission/ splitting will take place in the Central Depository Bangladesh
Ltd. (CDBL) system and any further issuance of shares (including rights/ bonus) will be made in dematerialized form
only.
An applicant (including NRB) shall not be able to apply for allotment of shares without Beneficial Owners (BO)
account.
2. The company and the Issue Manager shall ensure due compliance of all the above conditions and the Securities
and Exchange Commission (Public Issue) Rules, 2006.
P R O S P E C T U S | 14
AMAN FEED LIMITED
GENERAL INFORMATION
LankaBangla Investments Limited, the Issue Manager, has prepared this prospectus based on information provided by
Aman Feed Limited(the Issuer) and also several discussions with Chairman, Managing Director, Directors and concerned
executives of the Company all of which are publicly available. The Board of Directors of Aman Feed Limited hereby
confirm that to the best of their knowledge and belief, the information contained herein is true and correct in all
material respects and that there are no other material facts, the omission of which, would make any statement herein
misleading.
No person is authorized to give any information or to make any representation not contained in this Prospectus and if
given or made, any such information or representation must not be relied upon as having been authorized by the
Company or the Issue Manager.
The issue, as contemplated in this Prospectus is made in Bangladesh and is subject to the exclusive jurisdiction of the
Courts of Bangladesh. 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.
A copy of this Prospectus may be obtained from the Corporate Office of Aman Feed Limited, LankaBangla Investments
Limited, the Underwriters and the Stock Exchanges where the securities will be traded.
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AMAN FEED LIMITED
This prospectus has been prepared, seen and approved by us, and we, individually and collectively, accept full
responsibility for the authenticity and accuracy of the statements made, information given in the prospectus,
documents, financial statements, exhibits, annexes, papers submitted to the Commission in support thereof, and
confirm, after making all reasonable inquiries that all conditions concerning this public issue and prospectus have been
met and that there are no other information or documents the omission of which make any information or statements
therein misleading for which the Commission may take any civil, criminal or administrative action against any or all of
us as it may deem fit.
We also confirm that full and fair disclosure has been made in this prospectus to enable the investors to make a well
informed decision for investment.
Sd/- Sd/-
Md. Rafiqul Islam Md. Toufiqul Islam
Chairman Director
Sd/- Sd/-
Md. Toriqul Islam Md. Azizul Haque
Director Nominated Director
Representing Aman Agro Industries Limited
Sd/-
Md. Shofiqul Islam
Managing Director
P R O S P E C T U S | 16
AMAN FEED LIMITED
We hereby agree that we have been serving as Director(s) of Aman Feed Limited and continue to act as Director(s) of
the Company.
Sd/- Sd/-
Md. Rafiqul Islam Md. Toufiqul Islam
Chairman Director
Sd/- Sd/-
Md. Toriqul Islam Md. Azizul Haque
Director Nominated Director
Representing Aman Agro Industries Limited
Sd/-
Md. Shofiqul Islam
Managing Director
A dated and signed copy of the Prospectus has been filed for registration with the Registrar of Joint Stock Companies
and Firms, Government of Peoples’ Republic of Bangladesh, as required under Section 138(1) of the Companies Act,
1994 on or before the date of publication of the prospectus.
In case of any material changes in any agreement, contract, instrument, facts and figures, operational circumstances
and statement made in the Prospectus subsequent to the preparation of the Prospectus and prior to its publication
shall be incorporated in the Prospectus and the said Prospectus should be published with the approval of the
Commission.
For Issuer
Sd/-
Md. Shofiqul Islam
ManagingDirector
Aman Feed Limited
P R O S P E C T U S | 17
AMAN FEED LIMITED
In case of any material changes in any agreement, contract, instrument, facts and figures operational circumstances
and statements 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.
Sd/-
Mr. Khandakar Kayes Hasan, CFA
Chief Executive Officer
LankaBangla Investments Limited
Subject:Public offer of 20,000,000 Ordinary Shares of Tk. 10/- each at an issue price of Tk. 36/- each including a
premium of Tk. 26/- per sharetotaling to Tk. 720,000,000/-of Aman Feed Limited
We, the under-noted Manager to the Issue to the above-mentioned forthcoming issue, state as follows:
1. We, while finalizing the draft prospectus pertaining to the said issue, have examined various documents and other
materials as relevant for adequate disclosures to the investors; and
2. On the basis of such examination and the discussions with the issuer company, it’s directors and officers, and other
agencies, independent verification of the statements concerning objects of the issue and the contents of the
documents and other materials furnished by the issuer company.
WE CONFIRM THAT:
a) the draft prospectus forwarded to the Commission is in conformity with the documents, materials and papers
relevant to the issue;
b) all the legal requirements connected with the said issue have been duly complied with; and
c) the disclosures made in the draft prospectus are true, fair and adequate to enable the investors to make a well
informed decision for investment in the proposed issue.
Sd/-
Mr. Khandakar Kayes Hasan, CFA
Chief Executive Officer
LankaBangla Investments Limited
P R O S P E C T U S | 18
AMAN FEED LIMITED
Subject:Public offer of 20,000,000 Ordinary Shares of Tk. 10/- each at an issue price of Tk. 36/- each including a
premium of Tk. 26/- per sharetotaling to Tk. 720,000,000/- of Aman Feed Limited
We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as
follows:
1. We, while underwriting the abovementioned issue on a firm commitment basis, have examined the draft
prospectus, other documents and materials as relevant to our underwriting decision; and
2. On the basis of such examination and the discussions with the issuer company, it’s directors and officers, and other
agencies, independent verification of the statements concerning objects of the issue and the contents of the
documents and other materials furnished by the issuer company.
WE CONFIRM THAT:
a) all information as are relevant to our underwriting decision have been received by us and the draft prospectus
forwarded to the Commission has been approved by us;
b) we shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15
(fifteen) days of calling up thereof by the issuer; and
c) this underwriting commitment is unequivocal and irrevocable.
For Underwriter(s)
Sd/-
Managing Director/Chief Executive Officer
LankaBangla Investments Limited
Prime Bank Investment Limited
UniCap Investments Limited
Swadesh Investment Management Limited
Continental Insurance Limited
Green Delta Insurance Company Limited
Rupali Life Insurance Company Limited
Cosmopolitan Finance Limited
IDLC Investments Limited
P R O S P E C T U S | 19
AMAN FEED LIMITED
P R O S P E C T U S | 20
AMAN FEED LIMITED
P R O S P E C T U S | 21
AMAN FEED LIMITED
Management Perception
Performance of AFL may be affected by the political and economical instability both in Bangladesh and worldwide. Any
instance of political turmoil and disturbance in the country may adversely affect the economy in general. The company
can prosper in a situation of political stability and a congenial business environment. Political turmoil and disturbance
has a negative impact on the economy as well as the profitability of our company.
OPERATIONAL RISKS
Operational risk arises from improper execution of company’s business. This risk can also be summarized as human risk,
which occurs due to human error.
Management Perception
Operational risk is defined as the risk of loss resulting from inadequate or failed internal processes, people and systems
or from external events. This includes legal risk but excludes strategic and reputation risk. It is inherent in every business
organization and covers a wide spectrum of issues. The Company manages this risk through a control-based
environment. This is supported by an independent program of periodic reviews undertaken by internal audit, and by
monitoring external operational risk events, which ensure that the Company stays in line which industry best practice
and takes account or lessons learned from publicized operational failures within the Feed manufacturing industry.
The major operational risks are as follows:
Internal fraud
External fraud
Employment practices and workplace safety
Client, products and business practices
Damage to physical assets
Business disruption and system failure
Execution, delivery and process management
The Management with a long experience in this trade identified and measured in the following manner:
Risks are identified with reference to the relevant policy manuals, processes, procedures and practices;
Accounts are evaluated as per Departmental Control function Check List
Incident reporting and analysis of causes and actions taken on losses from fraud and control lapses;
Review of safety and control measures of premises.
Thus, the entrepreneurs and managers, through their insight and knowledge of the market help the
company to avoid any such risks.
P R O S P E C T U S | 22
AMAN FEED LIMITED
P R O S P E C T U S | 23
AMAN FEED LIMITED
P R O S P E C T U S | 24
AMAN FEED LIMITED
IMPLEMENTATIONSCHEDULE
Sl. No. Particulars Implementation Schedule
1. Expansion of business Within 15 months of receiving the IPO proceeds
(a) Purchase new land for construction of Silo’s Within 2 months of receiving the IPO proceeds
(b) Construction of Floating Feed plant Within 12 months of receiving the IPO proceeds
(c) Construction cost of Silo’s Within 12 months of receiving the IPO proceeds
(d) Purchase of Plant and Machineries Within 9months of receiving the IPO proceeds
2. Repayment of long-term loan As soon as the IPO Proceeds are available
3. Working Capital including enhanced capacity As soon as the IPO Proceeds are available
4. IPO Expenses As or when required
Sd/- Sd/-
A.N.M. Ashiqur Rahman, ACMA Md. Shofiqul Islam
Chief Financial Officer Managing Director
Aman Feed Limited Aman Feed Limited
TERMS OF CONTRACT
As per rule 8B-4(C) of Securities and Exchange Commission (Public Issue) Rules, 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.
P R O S P E C T U S | 25
AMAN FEED LIMITED
COMMUNICATION:
The project location is facilitated with an excellent communication network with different parts of the country. As such,
the project will not face any problem in procuring of Raw Materials or sell the finished products.
PAY-BACK PERIOD:
The Pay-back period of the project will be 1.40 years.
MARKET ASPECT:
The product of the proposed project will be used by the poultry farmers and commercial poultry & fishery firms
throughout the country. There is a huge gap between production & supply of the feed items. As a result, Bangladesh
has to incur a huge amount of foreign currencies every year to import poultry feed from abroad.
P R O S P E C T U S | 26
AMAN FEED LIMITED
SAFETY PROVISION:
To fight against the fire, the project will be equipped with all necessary fire-fighting equipments. Further, all personal
working in the factory will be provided with appropriate training on safety measures and risk involved in handling the
machineries.
UTILITIES:
Water
The project will require 75,000 liters of water per day for chilling, human sanitation and another purpose. The required
water for the proposed project will be available by sinking a deep-tube well.
Power
For smooth operation of the project, after BMRE the project will require a maximum of 1,300 KW of electricity per day
while the annual consumption would be estimated at 375,000KW. The required power will be obtained from PDB/REB.
Fuel & Lubricant
Fuel & lubricants will be required to operate the project machineries and that will be purchase from local suppliers.
CONCLUSION:
The feasibility study of the proposed project has been conducted& analyzed from the viewpoint of marketing, technical,
management and financial aspects and found the project viable in all respects. The project after implementation of the
BMRE will generate direct employment to 256 persons and cost per job to be created would be BDT 39.29 Lac.
For Issuer,
Sd/-
Md. Shofiqul Islam
ManagingDirector
Aman Feed Limited
P R O S P E C T U S | 27
AMAN FEED LIMITED
The Registered office of the Company is situated at 9,Rajuk Avenue, Motijheel C/A, Dhaka -1000 and the factory is
located at RatanKawak, Ullapara, Sirajgonj on a total land area of 284.00 decimals of its own. The factory was
established with modern machineries imported from Germany. The Corporate Office of the Company is located at
2,Ishakha Avenue, Sector - 6, Uttara, Dhaka - 1230.
NATURE OF BUSINESS
The Company is primarily engaged in manufacturing and distribution of high quality Poultry Feed, Fish Feed, Shrimp
Feed and Cattle Feed. At present, the production capacity of the Company is 105,000 MT per year.The Company
reaches its customers or consumers throughout the country byits more than 200 (two hundred) dealers. AFL is
managed in such a way that complies with the international standard of management. This is reflected in the
attainment of ISO 9001:2008 Certificate and HACCP (Hazard Analysis and Critical Control Point) certificates conferred
for fulfilling the norms of required standard in the year 2007 and has been continuing till date.
PRODUCT/SERVICES THAT ACCOUNTS FOR MORE THAN 10% OF THE COMPANY’S TOTAL
REVENUE
The Company produces 38 (thirty eight) category of feed for fish, poultry, shrimp and cattle where product mix is
flexible and is determined by the management of AFL based on the demand of the market. 2 (two) products have 10
(ten) percent or more contribution towards the revenue of the Company. Among the total sales, the following feed
products contribute largely:
(As per Audited Accounts)
Product Name Percentage (%)
Broiler Feed 51.09%
Layer Feed 39.87%
P R O S P E C T U S | 28
AMAN FEED LIMITED
DISTRIBUTION OF PRODUCTS/SERVICES
The Company distributes its products through more than 200 (two hundred) outlets of dealers throughout the Country
in the local market.
The role of Fisheries and Livestock sectors in the development of agro-based economy of Bangladesh is very important
and promising. They contribute around 8% to national income, which also is 32% of the total agricultural income. About
80% of animal protein in our diet comes from fish and livestock. The poultry industry in Bangladesh plays a crucial role
in economic growth and simultaneously creates numerous employment opportunities. The poultry industry, as a
fundamental part of animal production, is committed to supplying the nation with a cheap source of good quality
nutritious animal protein in terms of meat and eggs. Approximately 20% of the protein consumed in Bangladesh
originates from poultry. A gap still exists between the requirement and supply of poultry meat and eggs.
Among poultry species, the chicken population is dominant over others, at almost 90%, followed by ducks (8%) and a
small number of quail, pigeons and geese. Free range ‘backyard’ and scavenging poultry, that are traditionally reared by
rural women and children, still play an important role in generating family income, in addition to improving the family's
diet with eggs and meat.
Commercial poultry production in Bangladesh is conducted on an industrial scale and is growing tremendously in spite
of recent difficulties but is expected to make a significant contribution to the economic development of the country. A
national poultry policy has been approved by the government, which will improve the organization of production and
marketing, allowing increased stability and security of output throughout the year.
The sector shows significant development over the last 20 (twenty) years. While there was no use of industrial feed in
1990, currently broiler industry use 100% industrial feed while layer and fish industry use 50% industrial feed and the
market size is increasing every year. The government declared poultry and fish farming as a thrust sector and classified
as agro based industry. Government also liberalized its policies by introducing easier loan procedure, lower interest
rate, tax holiday etc. National nutrition surveys of Bangladesh indicated the average fish intake was 11.7-13.5
kg/capita/yr for rural and urban populations, with a national average of 12 kg/capita/yr. The availability of non-cereal
protein food in Bangladesh has reportedly increased significantly and has had a sustained growth rate of over 8% (eight
percent) per annum in the fishery and livestock sectors in recent years.
Name of the Country Per person/KG/year Name of the Country Per person/KG/year
USA 86 Pakistan 38
Australia 86 India 16
UK 56 Srilanka 12
Malaysia 38 Bangladesh 4.5
Thailand 26
As per the standard of World Health Organization (WHO), a matured person should intake 22 Kg of protein per year;
whereas average intake of protein per person per year is 4.5 Kg in Bangladesh. A study shows that 6% GDP growth leads
to 11% growth in poultry industry. Since there is a huge gap between standard intake and actual intake of protein, it is
expected that the industry will grow very fast in future, if the present economic growth can be maintained at least.
Competitors
Aman Feed Limited has established its manufacturing facility with the state of the art machineries from Germany. AFL
has earned a good reputation in the field of business and as a result, their customer base is increasing strongly. To meet
up market demand for the feed industry, AFLis going to increase its production capacity from 10MT/per hour to 35/MT
per hour. Agro Industrial Trust, Rupsha Poultry Feeds Ltd., BRAC Poultry Feeds Ltd., Paragon Poultry Feeds Ltd., Surma
Poultry Feeds Ltd., Kazi Poultry Feeds Ltd., Provita Feeds Ltd., AftabBohumuki Farms Ltd., Narish Poultry Feeds Ltd.,
Saudi-Bangla Fish Feed Ltd., New Hope Feed Ltd. are the major competitors of the Company. These poultry feed Mills
are now in operation but the actual demand is higher than the real production because the feed mills are more capital
intensive than that of a poultry firm. As a result, the growth of feed production industry could not cope with the poultry
industry.
Seasonal Aspect
Demand for feed varies seasonally. Demand for fish feed and poultry feed decreases around thirty percent during the
period from November to February. But demand for the feed increases during the period from July to September by 50
percent. The product of the Company are used by the poultry farmers and commercial Fish firms throughout the
country.
Market Aspect
The products are used by the poultry farms and fish farms throughout the country. There is a huge gap between
production & supply of the feed items. Bangladesh is an Agro-based country. Its agricultural products are used as basic
raw materials of the industrial products such as Poultry feed, Fish Feed, Shrimp Feed and cattle feeds. With the growth
of the population and rapid increase in Poultry and Fish culture, these feed items have tremendous demand throughout
the country. The growth and stability of Poultry, Fishery & Dairy depends on the balanced protein diets that are to be
produced by maintaining international standard and quality. But the number of such types of industries so far in the
country is very few and they cannot meet-up the increasing demand of this sector. As a result, a significant amount of
gap is always prevailing. On the other hand, the feed industries established in the country, region wise, do not have a
minimum balance throughout the country. As such, some parts of the country have sufficient feed industry and the
supply is also higher than the actual demand but some parts of the country are suffering from short supply compared to
their demand. For this reason, the poultry industry could not grow to cope up with the increasing demand. Their
production cost is also high and as a result, they are in big trouble in continuing their business in a competitive market.
P R O S P E C T U S | 30
AMAN FEED LIMITED
Distribution Channel
The product reaches to the final consumers through the following channel of distribution:
Commission
Company Paultry Firms
Agent
Process Flow-chart
The process flow of a feed mill is as shown below:
Poultry Dozing
Pelleting
Feed
P R O S P E C T U S | 31
AMAN FEED LIMITED
SOURCES OF AND REQUIREMENT FOR POWER, GAS AND WATER OR ANY OTHER UTILITIES
The project requires 75,000 liters of water per day for chilling, human consumption,
WATER sanitation and other purpose. The required water for the project is supplied by company’s
own deep-tube well and water treatment plant.
P R O S P E C T U S | 32
AMAN FEED LIMITED
NUMBER OF EMPLOYEES
(As per Audited Accounts)
Officers & Staffs Worker
Salary Range (Monthly) Total
Head Office Factory (permanent)
Not Less than Taka 3,000/= 45 78 110 233
Less than taka 3,000/= - - - -
Total 45 78 110 233
Poultry , Fish & Cattle Feed 105,000 105,000 86,378 83,339 82.27% 79.37%
5
In Feed production process, idle time is more than any other production process as it requires to change the dices manually and
frequently, for changing the type of the product, proper combination of raw materials and other task. Consequently, 100%
utilization of capacity cannot be achieved in feed manufacturing company because a significant amount of time is required for the
change in the type of the product that is done manually and frequently. Therefore, capacity utilization of 70% is standard for this
type of business.
Considering the type of product, price level of the product and price of the cost components of the product will remain the same
throughout the year and also based on the information provided in the financial statements for the year ended on 30 June, 2014,
the breakeven of the production capacity of the Company is 52.04%.
P R O S P E C T U S | 33
AMAN FEED LIMITED
DESCRIPTION OF PROPERTYSection: VI
LOCATION OF THE PRINCIPAL PLANTS AND OTHER PROPERTY OF THE COMPANY AND THEIR
CONDITION
1. The Principal Plants and other Property of the Company mostly located at its factory at RatanKawak, Ullapara,
Sirajgonj. The corporate office is situated at 2 Ishakha Avenue, Sector # 6, Uttara, Dhaka, Bangladesh. The company
possesses the following fixed assets as on June 30, 2014:
(As per Audited Accounts)
Written Down Written Down
Opening Balance Accumulated
Name of the Asset Value as at Value as at
(Carrying Value) Depreciation
June 30, 2014 June 30, 2013
6
Land & Land Development 174,245,500 - 174,245,500 170,400,000
Building & Civil Construction 537,161,346 40,763,419 496,397,927 320,034,701
Plant & Machinery 289,930,966 144,621,036 145,309,930 170,952,859
Vehicle 15,698,401 11,797,334 3,901,067 4,589,491
Furniture & Fixture 1,625,393 765,285 860,108 955,676
Office Equipment 1,555,326 1,016,246 539,080 634,212
Computer & IT Equipment 1,027,420 563,168 464,252 580,315
Total 1,021,244,352 199,526,487 821,717,865 668,147,254
The above-mentioned properties are situated at Company’s factory premises and are in good condition.The plant and
machinery of Aman Feed Limited have been owned by the Company and were imported in brand new condition.
6
The Company has284.00 decimals of land located as under:
P R O S P E C T U S | 34
AMAN FEED LIMITED
3. 271.50decimal of land of the company are under registered mortgaged to the lending bank namely AB Bank
Limited, Islami Banking Branch, Kakrail and also all the machinery as well as fixed assets are under mortgage with
the same bank.Details of land under mortgage is as under:
P R O S P E C T U S | 35
AMAN FEED LIMITED
The internal sources of the cash of the company are the share capital and retained earnings. The external sources of
cash are long-term and short-term loans.
(As per Audited Accounts)
As on June 30, 2014 As on June 30, 2013 As on June 30, 2012
Particulars
(Amount in Taka) (Amount in Taka) (Amount in Taka)
Internal Sources of Cash:
The company has been able to generate enough cash from both internal and external sources in order to meet its cash
payments and obligations.
P R O S P E C T U S | 36
AMAN FEED LIMITED
P R O S P E C T U S | 37
AMAN FEED LIMITED
CHANGE IN THE ASSETS OF THE COMPANY USED TO PAY OFF ANY LIABILITIES
No assets of the Company have been used to pay off any liability.
Income Tax
The applicable income tax rate for the Company was 5% from the date of commercial operation as per SRO No. 238-
Ain-Income Tax/2011, dated July 01, 2011. The income tax rate on the core business has been reduced further to 3%
through SRO No. 208-Ain-Income Tax/2013 dated July 01, 2013 in effect from July 01, 2013.
Accounting Assessment
Status
Year Year
As per certificate given by DCT of Companies Tax Circle-2, Tax Zone-1, Dhaka
2008-2009 2009-2010
dated 25.01.2010, Income Tax is settled upto assessment year 2009-2010.
As per certificate given by DCT of Companies Tax Circle-8, Tax Zone-1, Dhaka
2009-2010 2010-2011
dated 23.07.2012, Income Tax is settled upto assessment year 2010-2011.
As per certificate given by DCT of Companies Tax Circle-8, Tax Zone-1, Dhaka
2010-2011 2011-2012
dated 12.06.2012, Income Tax is settled upto assessment year 2011-2012.
As per IT 15, IT 30 and IT 88, Assessment of Income Tax has been completed for
2011-2012 2012-2013
the assessment year 2012-2013.
As per certificate given by DCT of Companies Tax Circle-8, Tax Zone-1, Dhaka
2012-2013 2013-2014 dated 04.03.2014, Income Tax assessment is under process for the assessment
year 2013-2014.
P R O S P E C T U S | 38
AMAN FEED LIMITED
P R O S P E C T U S | 39
AMAN FEED LIMITED
Amount in Tk.
Sl. No. Particulars Nature of Expenditure
(approx.)
Issue Management Fees
@ 1% of the total amount raised or Tk. 2 million
1. Manager to the Issue Fee 2,000,000.00
whichever is lower
2. VAT against Issue Management Fees @ 15% of Issue Management Fees 300,000.00
Listing Related Expenses
3. Application Fee for DSE Fixed 5,000.00
@ 0.25% on Tk. 100 million and 0.15% on the
4. Listing Fees for Stock Exchanges (DSE & CSE) rest amount of paid up capital; 2,600,000.00
maximum Tk. 2 million for each exchanges
5. Annual Fee for DSE & CSE Fixed 200,000.00
BSEC Fees
6. Application Fee Fixed 10,000.00
7. BSEC Consent Fee Fee @ 0.15% on the public offering amount 1,080,000.00
IPO Commission
8. Underwriting Commission Commission @ 0.50% on Underwritten Amount 1,800,000.00
9. Credit Rating Fees - 200,000.00
10. Auditor Certification Fees - 100,000.00
CDBL Fees and Expenses
11. Security Deposit - 500,000.00
12. Documentation Fee - 2,500.00
13. Annual Fee - 100,000.00
14. Connection Fee - 6,000.00
@0.0175% of issue size+0.0175% of
15. IPO Fees 231,000.00
Pre-IPO paid up capital
Printing and Post IPO Expenses
16. Publication of Prospectus Estimated (5,000 Copies) 700,000.00
Abridged version of Prospectus and Notice
17. Estimated 750,000.00
in 4 daily newspaper
Notice for Prospectus, Lottery, Refund etc.
18. Estimated 100,000.00
in 4 daily newspaper
19. Lottery Conducting Expenses & BUET Fee Estimated 1,000,000.00
20. Data Processing and Share Software Charge Estimated 8,200,000.00
21. Courier Expenses Estimated 200,000.00
22. Stationeries and Other Expenses Estimated 200,000.00
Grand Total 20,284,500.00
N.B.: Actual costs will vary if above mentioned estimates differ and will be adjusted accordingly.
P R O S P E C T U S | 40
AMAN FEED LIMITED
Purpose of valuation:
The financial statements of the company have been prepared in accordance with Bangladesh Accounting Standard
(BAS) based on historical cost convention previously. However, the value of land has increased due to high inflationary
trend and devaluation of local currency. In this circumstance, the Management of the Company has decided to revalue
the land to incorporate the fair value of asset in the financial statements.
P R O S P E C T U S | 41
AMAN FEED LIMITED
The paid-up capital of Aman Feed Limited as of 30 June, 2014 was Tk. 600,000,000 divided into 60,000,000
Ordinary shares of Tk. 10 each, made up as follows :
The amounts shown against paid-up capital as cash consideration was deposited in the Company’s bank account.
The Company, demutualised the face value of its ordinary share from Taka 100/- to Taka 10/- duly approved by passing
a special resolution in its Extraordinary General Meeting held on December 30, 2011 and necessary amendments in the
capital clause of the Memorandum and Articles of Association were made accordingly. Hence, the paid up capital of the
Company represents to Tk. 600,000,000 divided into 60,000,000 ordinary shares of Tk. 10 each.
Sd/-
Place: Dhaka Ahmed Zaker& Co.
Date: October 21, 2014 Chartered Accountants
This is to declare that, to the best of our knowledge and belief, no information, facts or circumstances, which should be
disclosed have been suppressed, which can change the terms and conditions under which the offer has been made to
the public.
For Issuer,
Sd/-
Md. Shofiqul Islam
Managing Director
Aman Feed Limited
P R O S P E C T U S | 42
AMAN FEED LIMITED
MD. AZIZUL HAQUE Nominated Director Aman Agro Industries Ltd. General Manager
P R O S P E C T U S | 44
AMAN FEED LIMITED
Brother of Mr. Md. Shofiqul Islam & Mr. Md. Toufiqul Islam
Md. Rafiqul Islam Chairman
and Father of Mr. Md. Toriqul Islam
Brother of Mr. Md. Rafiqul Islam & Mr. Md. Toufiqul Islam and
Md. Shofiqul Islam Managing Director
Uncle of Mr. Md. Toriqul Islam
Brother of Mr. Md. Rafiqul Islam & Mr. Md. Shofiqul Islam and
Md. Toufiqul Islam Director
Uncle of Mr. Md. Toriqul Islam
Son of Mr. Md. Rafiqul Islam and Nephew of Mr. Md. Shofiqul
Md. Toriqul Islam Director
Islam and Mr. Md. Toufiqul Islam
Md. Azizul Haque Nominated Director There is no family relation
Md. Rafiqul Islam, aged 52 years, an Entrepreneur and businessman of distinction is the Chairman of the Company. He
is a Master’s of Science with honors from the University of Rajshahi. He started his business career in the year 1984 by
joining in family business concern named Aman Trading Corporation engaged in importing various consumer items and
marketing thereof. He became a successful business man within a short time of his business career by dint of his
sincerity, honesty, hard labor and dynamic leadership, he established a number of companies engaged in the field of
agriculture, research, cement, garments, textile, dying, feed mills etc.
He is the Managing Director of Amantex Ltd., Aman Cotton Fibrous Ltd., Aman Cement Mills Ltd., Aman Cold Storage
Ltd., Milan Cold Storage Ltd., Aman Agro Industries Ltd., Aman Tissue Culture Ltd., Aman Associates Ltd., Aman Jute
Fibrous Ltd., AnwaraMannan Textile Mills Ltd., Aman Plant Tissue Culture Ltd., Proprietor of Islam Brothers & Co. and
Managing Partner of Aman Trading Corporation.
He visited many countries on personal and business perspective. He is well renowned for his philanthropic work in the
locality. He is a Member of the Bangladesh Cement Manufacturers Association, Bangladesh Fertilizer Association,
Bangladesh Cold Storage Association, Rajshahi Chamber of Commerce & Industries and Uttara Club, Dhaka. He is also
associated with many religious, social and cultural activities.
Md. Shofiqul Islam, aged 50 years, is the Managing Director of the Company. He is a graduate in Arts. He started his
business career in the year 1991 by joining in family business with a vision to contribute in the generation of
employments for the rural mass of the country through establishment of potential industrial units in different
disciplines.
He is the Director of Amantex Ltd, Aman Cotton Fibrous Ltd., Aman Cement Mills Ltd., Aman Cold Storage Ltd., Milan
Cold Storage Ltd., Aman Agro Industries Ltd., Aman Tissue Culture Ltd., Aman Associates Ltd., AnwaraMannan Textile
Mills Ltd., Proprietor of Juvenile Constructionand Partner of Aman Trading Corporation.
He is a Member of Rajshahi Chamber of Commerce & Industries and Uttara Club, Dhaka. He is also associated with
many religious, social and cultural activities.
P R O S P E C T U S | 45
AMAN FEED LIMITED
Md. Toufiqul Islam, aged 41 years, is the Director of the Company. He is a graduate in Arts. He started his business
career in the year 1996 by joining in family business with a vision to contribute in the generation of employments for
the rural mass of the country through establishment of potential industrial units in different disciplines.
He is the Director of Amantex Ltd, Aman Cotton Fibrous Ltd., Aman Cement Mills Ltd., Aman Cold Storage Ltd., Milan
Cold Storage Ltd., Aman Agro Industries Ltd., Aman Tissue Culture Ltd., Aman Associates Ltd., AnwaraMannan Textile
Mills Ltd., Proprietor of RS&T International, and Partner of Aman Trading Corporation.
He is well renowned for his philanthropic work in the locality. He is a Member of Rajshahi Chamber of Commerce &
Industries and Uttara Club, Dhaka. He is also associated with many religious, social and cultural activities.
Md. Toriqul Islam, aged 24 years, is the Director of the Company. He is a graduate in Science major in Manufacturing
Engineering. He completed his graduation from International Islamic University Malaysia. He started his business career
three years’ back. He is the Directors of Amantex Ltd., Aman Cotton Fibrous Ltd., Aman Cement Mills Ltd.,
AnwaraMannan Textile Mills Ltd. and Aman Associates Ltd.
Md. Azizul Haque, aged 62 years, is a Nominated Director of the Company representing Aman Agro Industries Limited.
He is a graduate of Commerce. He also completed Chartered Accountancy course under Khan WahhabShofiq Rahman &
Co. in the year 1980. Then he joined in the Government Service and retired in the year 2003. After retiring from
government services, he has been attached with Aman Agro Industries Limited and Aman Feed Limited. He has in his
credit more than thirty years of job experience in government and private service. Presently, he is the General Manager
of Aman Agro Industries Limited and Nominated Director of Aman Feed Limited.
P R O S P E C T U S | 46
AMAN FEED LIMITED
P R O S P E C T U S | 47
AMAN FEED LIMITED
Md. Toriqul Islam Director & Board Meeting Fee 40,000 40,000
Shareholder
Md. Azizul Haque Nominated Director Board Meeting Fee 40,000 45,000
Aman Cement Mills Limited Common Director Office Rent 120,000 120,000
Aman Group Limited Common Director Office Rent 1,200,000 1,200,000
Except from the above,The Company did not have any transaction during the last two years, or does not have
anyproposed transaction, between the issuer and any of the following persons:
P R O S P E C T U S | 48
AMAN FEED LIMITED
The Directors of Aman Feed Limited do not enjoy any other facilities except remuneration received by Mr. Md. Shofiqul
Islam, Managing Directorthatis as follows:
(As per Audited Accounts)
Benefit paid from Benefit paid from
Name of the Director Designation Type of Benefit 30.06.2013 to 30.06.2012 to
30.06.2014 30.06.2013
Md. Rafiqul Islam Chairman Board Meeting Fee 40,000 45,000
Remuneration 2,400,000 2,400,000
Md. Shofiqul Islam Managing Director
Board Meeting Fee 40,000 45,000
Md. Toufiqul Islam Director Board Meeting Fee 40,000 45,000
Md. Toriqul Islam Director Board Meeting Fee 40,000 40,000
Md. Azizul Haque Nominated Director Board Meeting Fee 40,000 45,000
Total 2,600,000 2,620,000
EXECUTIVE COMPENSATION
a) Remuneration paid to Top Five Salaried Officers During Last Accounting Year of FY 2013-2014
June 30, 2014 June 30, 2013
Name Designation
(Amount in BDT) (Amount in BDT)
Md. Shofiqul Islam Managing Director 2,400,000 2,400,000
NauroseZaheed Rahman Executive Director (Former) 710,000 3,210,000
Nandan Chandra Dey, FCMA Company Secretary 257,085 -
G.H.N Ershad GM - Operation 291,900 -
ANM Ashiqur Rahman, ACMA Chief Financial Officer 573,230 406,350
Touhidul Ashraf, FCS Company Secretary (Former) 167,485 1,254,000
Zakir Hossain GM - Research & Marketing 173,550 795,600
(Former)
Total 45,73,250 80,65,950
c) Remuneration paid to any Director who was not an Officer of the Company
The company does not pay any remuneration to any director who was not an officer of the company during the last
accounting year.
d) Contract for payment of future compensation
The Company has no contract with any Director/Officer for providing the payment of future compensation.
e) Pay Increase Intention
There is no material commitment for increase in the pay structure of the employees. However, the company provides
annual increment to the employees considering business growth, rate of inflation, performance of the individual’s etc.
P R O S P E C T U S | 49
AMAN FEED LIMITED
Assets to be Acquired
Assets to be
Transferred Method of
Name of the Advance Amount Amounts to be
Determination Value in Tk.
Director (Area of Land in (Tk.) paid (Tk.)
of Price
Decimal)
P R O S P E C T U S | 50
AMAN FEED LIMITED
Current Assets:
Inventories 951,697,925
Accounts Receivables 1,242,960,176
Advance, Deposits and Prepayments 137,222,065
Cash & Cash Equivalents 44,646,319
Total Current Assets [B] 2,376,526,485
LIABILITIES
Non-Current Liabilities:
Long Term Loan 50,538,633
Deferred Tax Liability 25,868,028
Total Non-Current Liabilities [D] 76,406,661
Current Liabilities
Short Term loan 1,198,281,812
Accounts Payable 24,325,664
Liabilities for Expenses & Provision 21,043,845
Provision for Current Tax 31,925,828
Total Current Liabilities [E] 1,275,577,148
Net Tangible Asset Value per Share as at June 30, 2014 [I=G/H] 30.77
P R O S P E C T U S | 51
AMAN FEED LIMITED
No. of % of % of
Name of the Subscribed Shareholding Shareholding
# Address Status Shares
Shareholders Amount (Tk.)
Subscribed (at present) (after IPO)
Seroil,
Md. Rafiqul
1. Ghoramara, Chairman 8,700,000 87,000,000.00 14.50% 10.88%
Islam
Rajshahi
Seroil,
Md. Shofiqul Managing
2. Ghoramara, 13,650,000 136,500,000.00 22.75% 17.06%
Islam Director
Rajshahi
Seroil,
Md. Toufiqul
3. Ghoramara, Director 13,650,000 136,500,000.00 22.75% 17.06%
Islam
Rajshahi
Seroil,
Md. Toriqul
4. Ghoramara, Director 18,600,000 186,000,000.00 31.00% 23.25%
Islam
Rajshahi
Aman Agro
Industries
12-13 Rani
Limited Nominated
5. Bazar, 1,800,000 18,000,000.00 3.00% 2.25%
(Represented Director
Rajshahi
by Md. Azizul
Haque)
Aman Cold 12-13 Rani
6. Storage Bazar, Sponsor 1,800,000 18,000,000.00 3.00% 2.25%
Limited Rajshahi
Milan Cold 12-13 Rani
7. Storage Bazar, Sponsor 1,800,000 18,000,000.00 3.00% 2.25%
Limited Rajshahi
Total 60,000,000.00 600,000,000.00 100.00% 75.00%
P R O S P E C T U S | 52
AMAN FEED LIMITED
There is no shareholders shareholding of 5% or more except the following Directors of the Company -
(As per Audited Accounts)
No. of % of % of
Name of the Subscribed
# Address Status Shares Shareholding Shareholding
Shareholders Amount (Tk.)
Subscribed (at present) (after IPO)
Seroil,
Md. Rafiqul
1. Ghoramara, Chairman 8,700,000 87,000,000.00 14.50% 10.88%
Islam
Rajshahi
Seroil,
Md. Shofiqul Managing
2. Ghoramara, 13,650,000 136,500,000.00 22.75% 17.06%
Islam Director
Rajshahi
Seroil,
Md. Toufiqul
3. Ghoramara, Director 13,650,000 136,500,000.00 22.75% 17.06%
Islam
Rajshahi
Seroil,
Md. Toriqul
4. Ghoramara, Director 18,600,000 186,000,000.00 31.00% 23.25%
Islam
Rajshahi
Total 54,600,000 546,000,000.00 91.00% 68.25%
No officer/executive holds any share of the Company individually or as a group as at June 30, 2014.
There are no salaried officers except the Managing Director who is a Director of Aman Feed Limited owns securitiesof
the Company.
P R O S P E C T U S | 53
AMAN FEED LIMITED
Valuation under Different Methods as prescribed in Rule-8(B), sub-clause 16(1) (b) of Offer Price
Securities and Exchange Commission (Public Issue) Rules, 2006 (BDT)
Method 1 : Net Asset Value per shareat current costs 30.77
Method 2 : Earning-based-value per share 86.20
Accounting Year Weight of No. of Net Profit After Weighted Net Profit
No. of Shares
(July - June) Shares Tax (BDT) After Tax (BDT)
2009-2010 200,000 0.0011 240,630,651 266,775
2010-2011 200,000 0.0011 270,282,358 299,648
2011-2012 60,000,000 0.3326 298,395,541 99,244,637
2012-2013 60,000,000 0.3326 293,771,550 97,706,724
2013-2014 60,000,000 0.3326 298,180,480 99,173,109
Weighted Net Profit After Tax during the period 2009-2010 to 2013-2014 [C] 296,690,892
No. of shares outstanding as on June 30, 2014 [D] 60,000,000
Weighted Average Earnings per Share (EPS) [E = C/D] 4.94
11
Average DSE Market P/E [F] 17.45
Earning-based-value per share (BDT) [E × F] 86.20
P R O S P E C T U S | 54
AMAN FEED LIMITED
11
Calculation of Relevant P/E Multiple:
Offer Price:
Based on the above-mentioned valuation methodologies as per Securities and Exchange Commission (Public Issue)
Rules, 2006, the management of the Company in consultation with the Issue Manager has set the issue price at BDT
36.00each including a premium of BDT 26.00 per share.
P R O S P E C T U S | 55
AMAN FEED LIMITED
Dhaka Stock Exchange Limited (DSE) and Chittagong Stock Exchange Limited (CSE)
9/F, Motijheel C/A, CSE Building, 1080, Sheikh Mujib Road,
Dhaka - 1000 Chittagong - 4100
Within 7 (Seven) working days from the date of consent accorded by the Commission to issue Prospectus.
None of the stock exchange(s), if for any reason, grants listing within seventy five (75) days from the closure of
subscription, any allotment in terms of this prospectus shall be void and the company shall refund the subscription
money within fifteen days from the date of refusal for listing by the stock exchanges, or from the date of expiry of the
said seventy five (75) days, as the case may be.
In case of non-refund of the subscription money within the aforesaid fifteen (15) days, the company’s directors, in
addition to the issuer company, shall be collectively and severally liable for refund of the subscription money, with
interest at the rate of 2% (Two Percent) per month above the bank rate, to the subscribers concerned.
The Issue Manager, in addition to the Issuer Company, shall ensure due compliance of the above mentioned conditions
and submit compliance report, thereon, to the Commission within seven (7) days of expiry of the aforesaid fifteen (15)
days time period allowed for refund of the subscription money.
Trading and settlement regulation of the stock exchanges shall apply in respect of trading and settlement of the shares
of the Company.
The issue shall be placed in “N” Category with DSE and CSE.
P R O S P E C T U S | 56
AMAN FEED LIMITED
Dividend Policy
a) The profit of the company, subject to any special right relating thereto created or authorized to be created by the
Memorandum of Association and subject to the provisions of the Articles of Association, shall be divisible among
the members in proportion to the capital paid-up on the shares held by them respectively.
b) No larger dividend shall be declared than is recommended by the Directors, but the Company in its General
Meeting may declare a smaller dividend. The declaration of Directors as to the amount of Net Profit of the
Company shall be conclusive.
c) No dividend shall be payable except out of profits of the Company or any other undistributed profits. Dividend
shall not carry interest as against the Company.
d) The Directors may from time to time pay the members such interim dividend as in their judgment the financial
position of the Company may justify.
e) A transfer of shares shall not pass the right to any dividend declared thereon before the registration of transfer.
f) There is no limitation on the payment of dividends to the common stockholders of the Company.
DEBT SECURITIES
Aman Feed Limited has not issued or planning to issue any debt securities within 6 (six) months.
LOCK-IN PROVISION
All issued shares of the issuer at the time of according consent to public offering shall be subjectto a lock-in period of 3
(Three) years from the date of issuance of prospectus or commercial operation, whichever comes later.
Provided that the persons, other than directors and those who hold 5% or more, who have subscribed to the shares of
the Company within immediately preceding 2 (Two) years of according consent, shall be subject to a lock-in period of 1
(One) year from the date of issuance of prospectus or commercial operation, whichever comes later.
The following table indicates the lock-in status of the shareholders of Aman Feed Limited:
Lock-in Period
No. of
Name of the % of Date of from the Date
# Status Shares
Shareholders Shareholding Acquisition of Issuance of
Subscribed
Prospectus*
Subscriber to the
Memorandum of
1. Md. Rafiqul Islam Chairman 87,00,000 14.50% Association & 3 years
Articles of
Association
Managing
2. Md. Shofiqul Islam 1,36,50,000 22.75% Do 3 years
Director
3. Md. Toufiqul Islam Director 1,36,50,000 22.75% Do 3 years
4. Md. Toriqul Islam Director 1,86,00,000 31.00% March 01, 2008 3 years
Note: *Lock-in Period starts from the date of publication of Abridged Version of Prospectus i.e.April 29, 2015.
P R O S P E C T U S | 58
AMAN FEED LIMITED
AVAILABILITY OF SECURITIES
1. Securities:
Number of
Particulars Amount in BDT
Shares
20% of IPO of Ordinary Shares are reserved for affected small
A. 4,000,000 144,000,000.00
investors (¶wZMÖ¯— ¶z`ª wewb‡qvMKvix)
10% of IPO of Ordinary Shares shall be reserved for Non- Resident
B. 2,000,000 72,000,000.00
Bangladeshis (NRB)
10% of IPO of Ordinary Shares shall be reserved for mutual funds
C. 2,000,000 72,000,000.00
and Collective Investment schemes registered with the Commission
Remaining 60% of IPO of Ordinary Shares shall be opened for
D. 12,000,000 432,000,000.00
subscription by the General Public
Total (A+B+C+D) 20,000,000 720,000,000.00
2. All securities as stated in clause 1(A), 1(B), 1(C), and 1(D)shall be offered for subscription and subsequent allotment
by the issuer, subject to any restriction, which may be imposed, from time to time by the Bangladesh Securities and
Exchange Commission.
3. In case of over-subscription under any of the categories mentioned in the clause 1(A), 1(B), 1(C), and 1(D), the Issue
Manager shall conduct an open lottery of all the applications received under each category sedately in accordance
with the letter of consent issued by the Bangladesh Securities and Exchange Commission.
4. In case of under-subscription under any of the 20% and 10% category as mentioned in clause 1(A), 1(B) and 1(C),
the unsubscribed portion shall be added to the general public category, and, if after such addition there is
oversubscription in the general public category the issuer and the issue manager shall jointly conduct an open
lottery of all the applicants added together.
5. In case of under-subscription of the public offering, the unsubscribed portion of shares shall be taken up by the
underwriter(s).
6. The lottery as stated in clause (3) and (4) should be conducted in the presence of the representatives of Issuer,
Stock Exchange(s) and the applicants, if there be any.
1. Application/buy instruction for shares may be made for a minimum lot for 200 Ordinary shares to the value of
Taka7,200/- (Seven Thousand Two Hundred Only). Prospectus may be obtained from the registered office of the
Company, Issue Manager, Underwriters andStock Exchanges. Application/buy instruction must not be for less than
200 shares. Any application/buy instruction not meeting this criterion will not be considered for allotment purpose.
2. An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker/
Merchant Banker where the applicant maintains customer account, within the cut-off date (i.e. subscription
closing date).
3. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall contain the
Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount and Category of the
Applicant.
4. Application/buy instruction must be in full name of individuals or limited companies or trusts or societies and not in
the name of firms, minors or persons of unsound mind. Application/buy instruction from insurance, financial and
market intermediary companies and limited companies must be accompanied by Memorandum and Articles of
Association.
5. An applicant cannot submit more than two applications, one in his/her own name and the other jointly with
another person. In case an applicant makes more than two applications, all applicationswill be treated as invalid
and will not be considered for allotment purpose. In addition, 15% (fifteen) of the application money will be
forfeited by the Commission and the balance amount will be refunded to the applicant.
P R O S P E C T U S | 59
AMAN FEED LIMITED
6. The applicants who have applied for more than two applications using same bank account, their application will not
be considered for lottery and the Commission will forfeit 15% of their subscription money too.
7. 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
25% of the application money and/or forfeiture of share (unit) before or after issuance of the same by the issuer.
The said forfeited application money or share (unit) will be deposited in account of the Bangladesh
Securities and Exchange Commission (BSEC). This is in addition to any other penalties as may be provided for by
the law.
8. An IPO applicant shall ensure his/her BO account remains operational till the process of IPO (including securities
allotment or refund of IPO application/buy instruction) is completed. If any BO account mentioned in the
application/buy instructionis found closed, the allotted security may be forfeited by BSEC.
9. Bangladeshi Nationals (including non-resident Bangladeshi Nationals working abroad) and Foreign Nationals shall
be entitled to apply for shares.
10. Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), issued in favor of the
Issuer/Mutual Fund for an amount equivalent to the application money, with their application to concerned
Stockbroker/Merchant Banker. The draft (FDD) shall be issued by the Bank where the applicant maintains
NITA/Foreign Currency account debiting the same account. No banker shall issue more than two drafts from any
NITA/Foreign Currency account for any public issue. At the same time, the applicant shall make the service charge
available in respective customer account maintained with the Stockbroker/Merchant Banker.
11. The bank draft (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the date of
publication of abridged version of prospectus.
12. The IPO subscription money collected from successful applicants (other than NRB applicants) by the
Stockbrokers/Merchant Bankers will be remitted to the Company’s SND A/CNo. 10431070068089 withPrime Bank
Limited,Motijheel Branch,Dhaka,Bangladesh for this purpose.
13. The IPO subscription money collected from successful NRB applicants in US Dollar or UK Pound Sterling or EURO
shall be deposited to three FC accounts opened by the Company for IPO purpose are as follows:
1. Aman Feed Limited US Dollar 10451160068088 Prime Bank Limited Motijheel Branch
2. Aman Feed Limited GB Pound 10451110068091 Prime Bank Limited Motijheel Branch
3. Aman Feed Limited EURO 10451120068090 Prime Bank Limited Motijheel Branch
14. ZvwjKvfz³ ¶wZMÖ¯Í ¶z`ª wewb‡qvMKvixMYmKjcvewjKBmy¨‡Z GKK A_ev †hŠ_ wnmv‡ei †h †KvbwUA_evDfqwUn‡ZmsiwÿZ 20%
†KvUvqAv‡e`bKi‡Zcvi‡eb| Z‡eZvivB”QvKi‡j¶wZMÖ¯ÍmsiwÿZ 20% †KvUvqAv‡e`bbvK‡imvaviYwewb‡qvMKvix‡`i Rb¨ wba©vwiZ
†KvUvqIAv‡e`bKi‡Zcvi‡eb|
APPLICATIONS NOT IN CONFORMITY WITH THE ABOVE REQUIREMENTS ARE LIABLE TO BE REJECTED.
P R O S P E C T U S | 60
AMAN FEED LIMITED
1. If and to the extent that the shares offered to the public by a Prospectus authorized hereunder shall not have been
subscribed and paid for in cash in full by the closing date, the Company shall within 10 (Ten) days of the closure of
subscription call upon the underwriter in writing with a copy of said writing to the Bangladesh Securities and
Exchange Commission, to subscribe for the shares not subscribed by the closing date and to pay for in cash in full
for such unsubscribed shares in cash in full within 15(Fifteen) days of the date of said notice and the said amount
shall have to be credited into shares subscription account within the said period.
2. If payment is made by Cheque/Bank Draft by the underwriter it will be deemed that the underwriter has not
fulfilled his obligation towards his underwriting commitment under the Agreement, until such time as the
Cheque/Bank Draft has been en-cashed and the Company’s account credited.
3. In any case within 7 (seven) days after the expiry of the aforesaid 15 (fifteen) days, the Company shall send proof of
subscription and payment by the underwriter to the Commission.
4. In the case of failure by the underwriter to pay for the shares under the terms mentioned above, the said
Underwriter will not be eligible to underwrite any issue, until such time as he fulfils his underwriting commitment
under the Agreement and also other penalties as may be determined by the Commission may be imposed on him.
5. In case of failure by any underwriter to pay for the shares within the stipulated time, the Company/Issuer will be
under no obligation to pay any underwriting commission under the Agreement.
6. In case of failure by the Company to call upon the underwriter for the aforementioned purpose within the
stipulated time, the Company and its Directors shall individually and collectively be held responsible for the
consequence and/or penalties as determined by the Bangladesh Securities and Exchange Commission under the
law may be imposed on them.
P R O S P E C T U S | 61
AMAN FEED LIMITED
ALLOTMENT
The company reserves the right of accepting any application, either in whole, or in part. Within 02 (two) working days
of conducting lottery, the Issuer shallissue allotment letters in the names of successful applicants in electronic
format with digital signatures and send those to respective Stock Exchange in electronic form. On the next working
day, Stock Exchanges shall distribute the information and allotment letters to the Stockbroker/Merchant Bankers
concerned in electronic format. The Stockbrokers/Merchant Bankers shall inform the successful applicants about
allotment of securities.
P R O S P E C T U S | 62
AMAN FEED LIMITED
MATERIAL CONTRACTS
The following are material contracts in the ordinary course of business, which have been entered into by the Company:
a) Underwriting Agreements between the Company and the Underwriters;
b) Issue Management Agreement between the Company and LankaBangla Investments Limited;
c) Credit Rating Agreement between the Company and Credit Rating Agency of Bangladesh Limited (CRAB).
Copies of the aforementioned contracts and documents and a copy of Memorandum of Association and Articles of
Association of the Company and the Consent Letter from the Bangladesh Securities and Exchange Commission may be
inspected, on any working day during office hours at the Corporate Office of the Company and the Managers to the
Issue.
LankaBangla Investments Limited, Eunoos Trade Center, Level - 21, 52-53, Dilkusha C/A, Dhaka-1000 is acting as the
Manager to the Issue.
The Issue Management Fee for the IPO shall be BDT 2,000,000.00.
P R O S P E C T U S | 63
AMAN FEED LIMITED
All investors are hereby informed by the Company that the Company Secretary would be designated as Compliance
Officer who will monitor the compliance of the acts and rules, regulations, notification, guidelines, conditions,
orders/directions etc. issue by the Commission and/or Stock Exchange(s) applicable to the conduct of the business
activities of the Company so as to promote the interest of the investors in the security issued by the Company and for
redressing investors’ grievances.
P R O S P E C T U S | 64
AMAN FEED LIMITED
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with Bangladesh Standards on Auditing; those standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating
the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the financial statements give a true and fair view of the financial position of Aman Feed Limited as of
June 30, 2014 and of its financial performance for the year then ended in accordance with Bangladesh Financial
Reporting Standards, Bangladesh Securities and Exchange Commission’s rules 1987 and comply with the Companies
Act, 1994 and other applicable laws and regulations.
P R O S P E C T U S | 65
AMAN FEED LIMITED
Amount in Taka
Particulars Notes
June 30,2014 June 30,2013
ASSETS:
Non Current Assets : 821,717,865 834,359,883
Property, Plant and Equipment 3.00 821,717,865 668,147,254
Capital Work in Progress 4.00 - 166,212,629
Amount in Taka
Particulars Notes 01.07.13 to 01.07.12 to
30.06.2014 30.06.2013
Sd/-
Place: Dhaka Ahmed Zaker& Co.
Date: August 31, 2014 Chartered Accountants
P R O S P E C T U S | 67
AMAN FEED LIMITED
Amount In Taka
Particulars 01.07.13 to 01.07.12 to
30.06.2014 30.06.2013
Sd/-
Place: Dhaka Ahmed Zaker& Co.
Date: August 31, 2014 Chartered Accountants
P R O S P E C T U S | 68
AMAN FEED LIMITED
Revaluation
Particulars Share Capital Retained Earnings Total
surplus
Retained Revaluation
Particulars Share Capital Total
Earnings surplus
Sd/-
Place: Dhaka Ahmed Zaker& Co.
Date: August 31, 2014 Chartered Accountants
P R O S P E C T U S | 69
AMAN FEED LIMITED
The Company namely Aman Feed Ltd. was incorporated as a Private Limited Company with the issuance of certificate of
incorporation bearing No-C-55783 (2466) /05 dated February 07, 2005 by the Registrar of Joint Stock Companies & Firms and
the Company commenced its commercial production on July 12,2006. Subsequently the shareholders in their Extra-Ordinary
General Meeting held on 22.02.2012 aprroved conversion of status of the company from private limited to public limited
company.
The financial statements of company under reporting have been prepared under historical cost convention on a going
concern concept and on accrual basis in accordance with generally accepted accounting principles and practice in Bangladesh
in compliance with the Companies Act 1994, Bangladesh Securities and Exchange Rules 1987, International Accounting
Standards (IAS) as adopted by the Institute of Chartered Accountants of Bangladesh (ICAB) as Bangladesh Accounting Standard
(BAS) and other applicable laws and regulations.
This financial statement has been prepared on the assumption that the entity is a going concern and will continue its business
for the foreseeable future. Hence it is assumed that the entity has neither the intention nor the need to liquidate or curtail
materially the scale of its operation
The Board of Directors of Aman Feed Ltd. approved these Financial Statements on August 30, 2014.
Cash Flow Statement is prepared in accordance with BAS 7 " Cash Flow Statement" and the cash flow from the operating
activities are shown under the direct method as prescribed.
P R O S P E C T U S | 70
AMAN FEED LIMITED
Method : Depreciation on assets has been charged on reducing balance methods. Depreciation on assets begins when it is
avialable for use.
Allocation : Allocation of depreciation was made for Manufacturing unite 95% and for non-manufacturing unite 5% .
Revaluation of assets : The company has revaluated its Land on 15 may, 2013 and incorporated the revaluation
surplus in the Financial Statement this year under reference note # 11.00
2.07 Impairment :
In accordance with the provisions of BAS 36, the carrying amount of non-financial assets other than inventories of the
Company involved in the manufacturing of the products. If any such indication exists, then the asset's recoverable amount is
estimated and impairment losses are recognized in profit and loss account. No such indication of impairment has been
observed till the end of the year.
2.08 Revenue Recognition:
Revenue is recognized only when it is probable that the economic benefit of such transaction has been derived as per " BAS-
18".
Sales revenue is recognized when transactions related to sales are completed and the sales invoices are issued in favor of the
buyers.
2.09 Inventories:
In compliance with the requirements of BAS 2 "Inventories , the Inventories have been valued at weighted average method,
which is consistent in line with the previous year's practice
2.10 Financial Instruments:
Derivative:
According to BFRS 7: " Financial Instruments : Disclosures", the Company was not a Party to any derivative contract (financial
instruments) at the financial statement date, such as forward exchange contracts, currency swap agreement or contract to
hedge currency exposure related to import of capital machinery to be leased to lessees in future.
Non-Derivative:
Non-derivative financial instruments comprise of accounts and other receivable, borrowings and other payables and are
shown at transaction cost as per BAS 39 "Financial Instruments: Recognition and Measurement".
a) Accounts Receivable:
These are carried forward at their original invoiced value amount and represents net realizable value. Management
considered the entire bills receivable as good and is collectable and therefore, no amount was provided for as bad debt in the
current year's account.
2.11 Currency of Reporting and Foreign currency transactions:
Currency of Reporting
The financial statement of the Company has been prepared in the Bangladesh Taka as currency.
Foreign Currency Transactions
Foreign Currency Transactions in foreign currencies are converted into equivalent Taka applying the ruling rate at the date of
such transactions as per BAS-21 " The Effective of Changes in Foreign Exchange Rates".
2.12 Long Term Liabilities:
Long term liabilities comprises the amount borrowed from the bank and other concern for the long period of time and
accounted for and shown in the accounts at transaction cost as per BAS 39 "Financial Instruments: Recognition and
Measurement".
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AMAN FEED LIMITED
Contingent Liabilities are those which arise due to the past event which shall be setteled in the future on the occurrence or
non occurrence of some uncertain event, cost of which can be measured reliably as per BAS-37 " Provision and Contingent
Assets and Liabilities". In the year under review there is no such contingent liabilities as well as no commitment is made,that
would be settled in the future.
2.14 Taxation:
Current Tax
Provision for Current income tax has been made at the applicable rate of 3% as per SRO No. 208-Ain-Income Tax/2013, dated
1st July 2013 on the accounting profit made by the Company after making some adjustment with the profit as per ITO 1984 in
compliance with BAS-12 " Income Taxes".
Deferred Taxation
Deferred tax liabilities are the amount of income taxes payable in future years in respect of taxable temporary differences.
Deffered tax assets are the amount of income taxes recoverable in future years in respect of deductible temporary
differences. Deffered tax assets and liabilities are recognized for the future tax consequences of timing differences arising
between the carrying values of assets, liabilities, income and expenditure and their respective tax bases. Deferred tax assets
and liabilities are measured using tax rates and tax laws that have been enacted or subsequently enacted at the reporting
date. The impact on the account of changes in the deferred tax assets and liabilities for the year ended June 30,2014 has been
recognized in the statement of comprehensive income as per BAS-12 "Income Taxes"
The Company calculates Earning Per Share (EPS) in accordance with BAS-33 " Earning Per Share" which has been shown on the
face of the Statement of Comprehensive Income and details are shown in Note-25
Basic Earnings Per Share
This represents earnings for the year attributable to ordinary shareholders. As there was no preference dividend, minority
interest or any extra other ordinary items, the net profit after tax for the year has been considered as fully attributable to the
ordinary shareholders.
Particulars June30,2014
a) Net Profit after tax 298,167,322
b) Weighted Average Number of Shares 60,000,000
c) Earning Per Share (EPS) 4.97
of the reporting year and the date when the financial statement are authorized for issue. Two types of event can be identified:
Those that provide evidence of conditions that existed at the end of the reporting year ( adjusting events after reporting date);
and
Those that are indicative of conditions that arose after the reporting year (Non-adjusting events after balance sheet date).
No events after the expiry of the Balance Sheet date and the reporting period has been occurred and found to be reportable.
P R O S P E C T U S | 72
AMAN FEED LIMITED
Previous year's figure has been re-arranged whenever considered necessary to ensure comparability with the current year's
presentation as per BAS-8 " Accounting Policies, Changes in Accounting Estimates and Errors".
P R O S P E C T U S | 73
AMAN FEED LIMITED
Amount In Taka
June 30, 2014 June 30, 2013
3.00 Property, Plant and Equipment [WDV]
Land & Land Development 174,245,500 170,400,000
Building & Civil Construction 496,397,927 320,034,701
Plant & Machinery 145,309,930 170,952,859
Vehicles 3,901,067 4,589,491
Furniture & Fixtures 860,108 955,676
Office Equipments 539,080 634,212
Computer & IT Equipments 464,252 580,315
821,717,865 668,147,254
5.00 Inventories
Value of Inventories
Broiler Feed 13,441,029 18,258,318
Layer Feed 8,831,133 9,430,800
Fish Feed 9,179,387 5,047,680
Cattle Feed 1,495,147 880,320
32,946,695 33,617,118
Quantity of Inventories [MT]
Broiler Feed 480 702
Layer Feed 318 348
Fish Feed 340 192
Cattle Feed 71 42
1,209 1,284
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AMAN FEED LIMITED
Amount In Taka
June 30, 2014 June 30, 2013
5.02 Raw Materials
Value of Inventories [ Taka]
Maize 247,358,391 191,083,353
Wheat & Wheat Flour 21,625,551 20,306,376
Rice Polish & Bran 41,060,542 29,470,451
Meat & Bone Meal 43,829,724 45,143,388
Fishmeal & Dry Fish 38,045,471 36,240,813
Oilcake & Soyabean Meal 489,504,552 540,567,949
Medicine & Chemicals 16,834,848 16,134,333
898,259,079 878,946,664
In view of the possible price hike in the international market , the Soyabean extraction is imported and kept a large amount of
stock to meet the extension of production capacity.
Quantity of Inventories [MT]
Maize 16,903 15,424
Wheat & Wheat Flour 1,285 1,243
Rice Polish & Bran 3,040 2,243
Meat & Bone Meal 1,675 1,461
Fishmeal & Dry Fish 1,393 1,147
Oilcake & Soyabean Meal 18,679 20,462
Medicine & Chemicals - -
42,976 41,980
5.03 Packing Materials
Value of Inventories [ Taka]
WPP Bag 7,446,013 7,294,886
The above Inventories are as per physical Inventory undertaken and valued by the Inventory Team consists of management
staff and auditors. Inventories in hand have been valued at lower of cost and net realizable value. Inventories are
hypothecated against the fund received as working capital facilities from the relevant Banks.
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AMAN FEED LIMITED
Amount In Taka
June 30, 2014 June 30, 2013
6.01 Disclosure as per Schedule-XI, Part -I, of The Companies Act, 1994
Maturity less than 6 months 1,242,960,176 995,760,213
Maturity more than 6 months Nil Nil
Total 1,242,960,176 995,760,213
Debts considered Good & Secured 1,242,960,176 995,760,213
Debts considered Good without security - -
Debts considered doubtful & bad - -
Debts due by directors or other officers & staffs - -
Debts due from companies under same management - -
Maximum debt due by directors or offocers & staffs at any time - -
Advance, deposits & prepayments considered good & secured 137,222,065 53,581,023
Advance, deposit & prepayments considered Good without security - -
Advance,deposit & prepayments considered doubtful & bad - -
Advance, deposit & prepayments due by directors or other officers & staffs 4,208,592 2,221,000
Advance, deposit & prepayments due from companies under same management - -
Maximum advance due by directors or offocers & staffs at any time - -
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AMAN FEED LIMITED
Amount In Taka
June 30, 2014 June 30, 2013
8.00 Cash and Cash Equivalents
Cash in Hand 1,854,394 2,492,054
Cash at Banks: (Note- 9.01) 42,791,925 92,570,957
44,646,319 95,063,011
8.01 Details Break-up of Cash at Banks are as follows:
i. AB Bank Ltd. Islami Banking Branch Kakrail AWCA-0623 12,097 32,780
ii. Agrani Bank Ltd. Forex Branch, Dhaka CD - 0040262 1,047,343 2,358,697
iii. Agrani Bank Ltd. Uttara Branch, Dhaka CD - 6882 4,378,457 -
iv. Al- Arafah Islami Bank Ltd. A/C No. 6777, Dilkusha Br. 373,314 334,285
v. Al- Arafah Islami Bank Ltd. Uttara Branch, A/C No. 62639 637,476 -
vi. Dutch Bangla Bank Ltd. Local Office, Dhaka CD - 101 110 30394 3,705,384 235,382
vii. Exim Bank Ltd. Rajuk Avenue Branch A/C No. AWCA -4708 875,892 884,490
viii. Jamuna Bank Ltd., Forex Branch, Dhaka CD-0018-0210008598 2,405,542 276,190
ix. Shahjalal Islami Bank Ltd. Dhaka Main Branch A/C No. AWCD -8936 2,978,310 1,472,214
x. Social Islami Bank Ltd., Principal Branch, Dhaka AWCD-21330057421 721,026 769,206
xi. Standard Bank Ltd. Progati Sarani Br., Dhaka CD-03833000069 452,163 313,765
xii. Standard Bank Ltd. Principal Br., Dhaka A/C No. 11853 45 3,775
xiii. Prime Bank Ltd., Dilkusha Br., AWCD-10811050000737 721,931 1,801,871
xiv. Prime Bank Ltd., Uttara Branch, AWCD-16440 440,776 5,370
xv. Sonali Bank Ltd., Forex Corporate Br., Dhaka CD-160833033647 5,413 56,731,231
xvi. Sonali Bank Ltd., Uttara Branch, CD-17764 3,729,216 -
xvii. Sonali Bank Ltd. Ullah para Branch A/C No.2962 34,405 36,555
xviii. Bangladesh Krishi Bank , Local Principal, Motijheel CD-35907 - 786,985
xix. Bangladesh Krishi Bank , Uttara Branch, CD-503 1,022,845 -
xx. BD. Commerce Bank, Principal Br. Dhaka CD -2654 205,058 206,558
xxi. Pubali Bank Ltd.,Dhaka Stadium Branch CD-0939901041533 3,407,907 6,347,610
xxii. Mercantile Bank Ltd.Main Br., Dilkusha, Dhaka CD-80543 352,915 128,557
xxiii. Mercantile Bank Ltd. Uttara Branch, CD-14261 645,737 -
xxiv. National Bank Ltd. Dilkusha Br.,Dhaka CD-0002-33147897 662,422 1,456,396
xxv. National Bank Ltd. Uttara Branch, CD-21648 2,086,964 -
xxvi. Islami Bank BD. Ltd. Uttara Branch AWCA-322205 5,980,913 12,264,293
xxvii. Trust Bank Ltd., Uttara Branch,Dhaka CD-0023-0210008000 703,100 258,915
xxviii. Trust Bank Ltd., Dilkusha Branch,Dhaka CD-2000811 11,473 -
xxix. Uttara Bank Ltd., Local Office, Dhaka CD- 21-16568 108,250 2,175,411
xxx. Uttara Bank Ltd., Uttara Branch, CD- 1859 3,025,300 -
xxxii. Janata Bank Ltd., Uttara, Dhaka CD-24227 1,099,997 1,388,361
xxxiii. Islami Bank BD. Ltd. Rajshahi Branch AWCA-257713 229 786
xxxiv. Islami Bank BD. Ltd. Ullahpara Branch A/C No. 1020 6,211 4,017
xxxv. BRAC Bank Ltd., Uttara, Dhaka CD -39001 945,410 2,099,646
xxxvi. Standard Chartered Bank, Gulshan Branch, CD-01111116801 8,405 189,905
xxxvii. The HSBC Ltd., Dhaka Main Office CD-288011 - 7,706
42,791,925 92,570,957
9.00 Share Capital
This represents the followings:
Authorised Capital :
150,000,000.Ordinary Shares of Taka. 10/= each 1,500,000,000 1,500,000,000
Amount In Taka
June 30, 2014 June 30, 2013
9.02 Classification of Shares by holding :
Slabs by number of shares Number of Shareholders No. of Shares Holdings %
Less than 500 - - -
From 501 to 5,000 - - -
From 5001 to 10000 - - -
From 10,001 to 20,000 - - -
From 20001 to 30000 - - -
From 30,001 to 40,000 - - -
From 40001 to 50000 - - -
From 50,001 to 100,000 - - -
From 100,001 to 1,000,000 - - -
Above 1,000,000 7 60,000,000 100%
Total 7 60,000,000 100%
Amount In Taka
14.00 Short Term Loan June 30, 2014 June 30, 2013
This represents amount sanctioned and disbursed by the following banks as loan against working capital requirements of the
company which are fully secured by hypothecation of stock:
TR for BIM -ABBL , Kakrail, Dhaka 729,687,133 1,017,697,027
LTR/TR/BIAM- AIBL Bank 50,000,000 88,096,200
Bai - Muajjal - Trust Bank Ltd.Dilkusha, Dhaka 370,000,000 -
Standard Bank Ltd. CC (Hypo)- 519 12,240,817 12,103,945
Balance as on 30 June 1,161,927,950 1,117,897,172
Add : Current maturity of long term borrowing 36,272,473 31,273,564
Add : Current maturity of lease finance 81,389 1,143,646
Balance including current maturity 1,198,281,812 1,150,314,382
Sanctioned Limit :
AB Bank Limited ( Sanction Date : 07.08.2013) 1,100,000,000 1,100,000,000
Trust Bank Ltd. ( Sanction Date: 27.03.2014) 370,000,000 -
Al arafa Islami Bank Ltd.(Sanction date :27.11.2012) 50,000,000 95,000,000
Standard Bank Ltd.( Sanction Date : 03.08.2011) 20,000,000 20,000,000
Amount In Taka
June 30, 2014 June 30, 2013
18.00 Sales
Sales Value in Taka
Broiler Feed 1,349,719,550 1,327,170,150
Layer Feed 1,053,303,005 961,485,560
Fish Feed 155,159,210 211,823,850
Cattle Feed 83,465,498 35,830,379
2,641,647,263 2,536,309,939
Sales Quantity in MT
Broiler Feed 43,371 42,743
Layer Feed 34,625 31,832
Fish Feed 5,129 7,035
Cattle Feed 3,327 1,469
86,453 83,079
Percentage of Sales
Broiler Feed 51.09% 52.33%
Layer Feed 39.87% 37.91%
Fish Feed 5.87% 8.35%
Cattle Feed 3.16% 1.41%
100.00% 100.00%
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AMAN FEED LIMITED
Amount in Taka
Jul'13 to Jun'14 Jul'12 to Jun'13
19.02 Packing Materials Consumed
Opening Packing Materials 7,294,886 3,929,065
Purchased during the year [ Note- 19.02.A ] 36,461,971 38,232,033
Available for Use 43,756,857 42,161,098
Closing Packing Materials [Note-5.03] (7,446,013) (7,294,886)
36,310,844 34,866,212
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AMAN FEED LIMITED
Amount in Taka
Jul'13 to Jun'14 Jul'12 to Jun'13
21.00 Selling and Distribution Expenses
Salaries & Allowances Note-27.02 10,725,874 11,000,896
Target Incentive Bonus Note-27.02 2,504,711 2,405,847
Godown expenses 1,923,471 1,886,431
Advertisement 96,400 242,000
Travelling & Conveyance 2,208,029 3,334,253
Marketing Expenses 2,754,308 2,953,492
Seminar Expenses 1,725,083 3,496,390
Free Sample 7,439,215 -
Dealer Sale Target Award Expenses 1,266,535 2,177,072
Carriage Outward 11,750,207 14,167,996
Loading & Unloading Charges 9,626,151 9,246,193
52,019,984 50,910,570
Provision of tax made @ 3% as per SRO No. 208-Ain-Income Tax/2013. Dated 1st July 2013.
P R O S P E C T U S | 82
AMAN FEED LIMITED
Amount in Taka
Jul'13 to Jun'14 Jul'12 to Jun'13
24.02 Deferred Tax
Carrying Amount of the PPE (Except Land) 647,472,365 497,747,254
Tax Base of the PPE (Except Land) 441,003,147 361,876,596
Taxable Temporary Difference 1,088,475,512 859,623,850
Tax Rate 3% 5%
Deferred Tax Liability (except revaluation) 6,194,077 6,793,533
Add : Tax on revaluation surplus (Note # 11.00) - 19,673,952
Total deferred tax liability 6,194,077 26,467,485
Extra Ordinary Income (Other Income net off Tax ) 13,158 572,215
Weighted average no. of shares outstanding (Note - 25.03) 60,000,000 60,000,000
Basic EPS on Extra Ordinary Income 0.0002 0.0095
P R O S P E C T U S | 83
AMAN FEED LIMITED
27.01 The total amount of remuneration paid to the top five salaried Officers of the company during the year is
as follows :
27.02 Aggregate amount of remuneration paid to all Officers during the accounting year is as follows :
28.00 General :
a) Audit Fee : Audit fee of Tk. 69,000 represents only the audit fee inclusive of VAT.
b) PF & Gratuity :The company has no PF & Gratuity Fund scheme as such no provision has been
made in the Financial statements as at 30.6.2014.
C) The figure has been rounded off to the nearest Taka.
P R O S P E C T U S | 84
AMAN FEED LIMITED
d) Capacity of production :
Capacity Utilization during the year is as under :
The Actual production incresed from the last year.Details of prouduction capacity and utilization are as follows:
2014 2013
1) Capacity 105,000 MT from July 2013 to June 2014 = 12 month 105,000 105,000
e) No. of Employees:
Officers & Staffs
Worker
Salary Range (Monthly) Total
Head Office Factory (permanent)
f) Events after the Balance Sheet Date : No material events had occurred after the balance sheet date to the date
of issue of these finanacial statements, which could effect the values stated in the financial statements.
g) Capital Expenditure Contract : There is no capital Expenditure contract executed during the year except, land
purchase agreement ( Baina Contract) of Tk. 23,000,000 out of which advance paid Tk. 3,000,000 only as shown in
note # 7.
h) WPPF: The company considered and operating WPPF @ 5% on it's profit according to Bangladesh Labour Law
2006.
i) Contingent Liabilities & Capital Commitments :
There is no claim against the company not acknowledged as debt and no un-availed credit facilities, other than
those in the normal course of business, available to the company on 30 June, 2014.
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AMAN FEED LIMITED
P R O S P E C T U S | 86
AMAN FEED LIMITED
P R O S P E C T U S | 87
AMAN FEED LIMITED
We, accordingly, confirm the following information has been correctly extracted from the relevant audited financial
statements. We report that;
Sd/-
Place: Dhaka AHMED ZAKER & CO.
Date: August 31, 2014 Chartered Accountants
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AMAN FEED LIMITED
POINTS TO BE NOTED:
A. The Company was incorporated on February 07, 2005 and converted to public limited company on February
22, 2012.
B. Dividend Declared (Additional disclosure as per requirement from the Bangladesh Securities and Exchange
Commission):
2008-2009 0% 0%
2009-2010 0% 0%
2010-2011 0% 4900%
2010-2011 0% 500%
2011-2012 0% 0%
2012-2013 0% 0%
2013-2014 0% 0%
C. The Statement of Assets and Liabilities (Statement of Financial Position) as at 30 June 2014, 2013, 2012, 2011,
and 2010 of the Company has been duly certified by us.
D. The Statement of Operating Result (Statement of Comprehensive Income) as at 30 June 2014, 2013, 2012,
2011, and 2010 of the Company has been duly certified by us.
E. The Statement of Cash Flows for the Company for the period/year ended30 June 2014, 2013, 2012, 2011 and
2010 of the Company are enclosed and certified by us.
G. No proceeds or part of proceeds of the issue of shares were applied directly or indirectly by the company in
the purchase of any other business.
H. Figures related to previous years have been rearranged wherever considered necessary.
Sd/-
Place: Dhaka AHMED ZAKER & CO.
Date: August 31, 2014 Chartered Accountants
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AMAN FEED LIMITED
Note- The Company changed in the denomination of face value of share from Tk. 100 to Tk. 10 on December 30 , 2011.
Sd/-
Place: Dhaka AHMED ZAKER & CO.
Date: August 31, 2014 Chartered Accountants
P R O S P E C T U S | 90
AMAN FEED LIMITED
Particulars
30-Jun-14 30-Jun-13 30-Jun-12 30-Jun-11 30-Jun-10
Sd/-
Place: Dhaka AHMED ZAKER & CO.
Date: August 31, 2014 Chartered Accountants
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AMAN FEED LIMITED
Based on our review, we hereby certify that the Company has properly prepared the following ratios for the period/
years as stated below:
Current Assets-Inventory
2 Quick Ratio 1.12 0.93 0.78 0.90 1.00
Current Liability
Total Liabilities
4 Debt Equity Ratio (In Times) 0.73 0.88 0.85 0.80 0.98
Total Equity
Operating Ratio:
Sales
5 Accounts Receivable Turnover 2.13 2.55 3.33 3.05 2.73
Receivable
Total Revenue
7 Asset Turnover 0.83 0.87 0.93 1.10 1.27
Total Assets
Profitability Ratios:
(Sales-Cost of Goods Sold)x100
8 Gross Margin Ratio 21.38 23.13 22.59 23.14 22.96
Sales
Sd/-
Place: Dhaka AHMED ZAKER & CO.
Date: August 31, 2014 Chartered Accountants
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AMAN FEED LIMITED
Note: The above mentioned machineries were imported in brand new condition form Germany. Total Value of the said machineries
are USD 660,950.00. The said amount is excluding insurance premium, carrying cost, installation cost and other costs.
Note : The said amount is excluding insurance premium, carrying cost, installation cost and other costs.
P R O S P E C T U S | 94
AMAN FEED LIMITED
1
CLEANING SECTION 1
Cascat Magnet with flap for easy cleaning 1
Shaking-Sieve machine 1500x2000mm
Down piping system from sieve machine to EI 280
1
STORAGE 1
AWILA Bucket Elevator , E280-40 2
Elector-pneumatically operated two way valve, 200 2
Down piping system from bucket elevator E280-TKF 8
AWILA Trough chain conveyor , TKF 200 10
Pn-Slide Valve 10
Set pipes and transitions slides to bins 10
AWILA Hopper bin for feedstuff and grain, 40tons 10
Level indicator switches, wing type (Full indication) 10
Level indicator switches, wing type (Empty indication)
Auger boxes for hopper bins with connector 210
6
PROPORTIONING PLANT 4
AWILA Screw conveyor tubular type S 210, 2,5m 10
AWILA Screw conveyor tubular type S 210, 2,6m 1
Set pipes and transitions s210 to scale 4
Container scale for 2 ton batches 1
Load cells , set of 4 cells 1,7 to each 1
Inverter speed control, Model 4,0kW/400, Danfoss 1
Proportioning and control, system MULTIBATCH 10
AWILA Trough chain conveyor, TKF 300 1
Intermediate Floor for TKF 300 1
Set level slide, Trough extension and outlet flange
Extra infeed hopper for additives or bypass of scale
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AMAN FEED LIMITED
PELLETING PLANT
AWILA Bucket Elevator E 350-50 2
Electro-pneumatically operated two way valve, 200 1
AWILA hopper bin for mash feed, 10 to 2
Full indicator Sensor/Switch 2
Empty indicator Sensor/Switch 2
Pellet press feeding screw conveyor, 3kW 2
Pellet press Meal Conditioner, 7,5 kW 2
AWILA Pellet Press Model 520 2
Electric motor 75 kW/6pole/1000rpm 4
Pellet press die for pellet press model 520,2,5mm 2
AWILA – Counter stream Pellet cooler APG 11000 2
Cyclone, Type 1600 2
Air-Lock, Type 250, 0,55kW 2
Suction fan, 18,5 kW 2
Set suction/exhaust pipes, transitions etc. 2
AWILA Bucket Elevator , E250-50 2
AWILA hopper bin for ready feed pellets,10 to 3
Full indicator Sensor/Switch 3
Empty indicator Sensor/Switch 3
Pn-Slide Valve 3
Electro-pneumatically operated two way valve 1
Electro-pneumatically operated two way valve 1
Pellet Crumbler, Model 10 , 11KW 1
Vibro-Sieve machine 1000 x 1500mm 2
Sieve machine – classifier 4 fractions 1
Electro-pneumatically operated two way valve, 200 5
BAGGING PLANT
AWILA hopper bin for mash feed,4 to 5
Full indicator Sensor/Switch 5
Empty indicator Sensor/Switch 5
Pn-Slide Valve 5
Discharge transition/ collecting hopper under 3 bins 2
Bagging machine, gross type, PN operated 2
UTILITIES
Switching & Control Panel 1
Set of material for mechanical installation 1
P R O S P E C T U S | 96
AMAN FEED LIMITED
Spare parts
Pellet Press die 520C,3,5/45mm
Pellet Press die 520C,2,5/40mm 4
Pellet Press die 520C,2,2/40mm 4
Pellet Press die 520C,4,0/45mm 1
Complete Roller, assembled (3 set is 6pcs) 520 1
Pellet cutting knife 520/178 6
Shear pin for 520 6
12
For Hammer mill AWSK 630
Screen 2,5mm (1set =2 pcs)
Screen 3,0mm (1set =2 pcs) 2
Screen 3,5mm (1set =2 pcs) 2
Screen 4,0mm (1set =2 pcs) 2
Doing screw S210 2
Wear Ring AWILA Pellet Press 520/178 5
Stiffener Ring for AWILA Pellet press 520/178 2
Roller Support Plate for AWILA press 520/178 2
Feed cutting hammers on spindle (1set=6pcs) 1
Hammer mill rotor AWSK 630 1
2 Fat/Oil addition systems with pump and automatic flow 1
control meters for two mixers 1
1 oil tank( 5000 Liters) with heating unit for oil
Note: The above mentioned machineries were imported in brand new condition form Germany. Total Value of the said machineries
are EURO 14,10,000.00. The said amount is excluding insurance premium, carrying cost, installation cost and other costs.
Sd/-
Place: Dhaka Ahmed Zaker& Co.
Date: October 25, 2014 Chartered Accountants
P R O S P E C T U S | 97
AMAN FEED LIMITED
Revaluation of Land and Land Development of Aman Feed Limited as at May 2013 was carried out by an independent
valuer namely S. H. Khan & Co., Chartered Accountants and apparently report has been prepared in accordance with
Bangladesh Accounting Standards (BAS) and Bangladesh Financial Reporting Standards (BFRSs) and following other
applicable laws, rules, regulations and guidelines. We also observed that proper accounting effects, including
provisions, tax and other liabilities has been made and revaluation reserve has been created considering the valuation
of Land and Land Development in the financial statements.
Sd/-
Place: Dhaka AHMED ZAKER & CO.
Date: October 18, 2014 Chartered Accountants
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AMAN FEED LIMITED
During 2012 paid up capital of the Company has been increased from Tk. 2,000,000 to 6,000,00,000 through issuance
of bonus shares. Thus, surplus earnings of the Company have been distributed to the existing Shareholders as such,
there is no significant retained earnings remaining for the incoming shareholders to declare dividend in future;
Management Disclosure:
As per the statement of financial position as on 30 June 2014, retained earnings shown Tk. 1,134,774,813 after issuance
of bonus shares to the existing shareholders. As per previous performance, the Company earned net profit after tax and
Management of the Company will be able to declare sufficient dividend to all its shareholders in future from its existing
retained earnings. It may be also mentionable that the Company has more reserve than its paid-up capital.
th
From the valuation report and the statement of financial position as on 30 June 2013 it appears that value of all
land and its development have been revalued and created revaluation surplus of Tk. 111,485,727 although at the
time of application for IPO on 24.07.2012 it was not revalued;
Management Disclosure:
The Board of Directors of the Company had decided to revalue the fixed assets. As per Company’s Act, 1994, if any
company wants to revalue its fixed assets, prior approval from board is necessary. As such, our Company had given
approval from its Board on 27 February 2013. As per Board approval, the Company has revalued its land by expert
valuer listed with Bangladesh Bank & with Bangladesh Securities and Exchange Commission. After getting revaluation
report, we have given revaluation effect in the Financial Statements for the year ended on 30 June 2013 so that the
Financial Statements should reflect the actual and fair value of the lands.
Sd/-
Md. Shofiqul Islam
ManagingDirector
Aman Feed Limited
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AGRO INPUT
BDT 80.7 million Long Term Outstanding (LTO) A3(Lr)
BDT 20.0 million Cash Credit (Hypo) * A3(Lr) Please see Appendix-1 for
BDT 1,000.0 million Biam&Biam -TR * A3(Lr) details
BDT 1,100.0 million aggregate non fund based limit ST-3
Outlook Stable
Particulars Ratings Remarks
Lr - Loan Rating; ST – Short Term
(Refer Appendix – 2 for rating history)
* Due to its revolving nature CRAB views Cash Credit and Biam as long term facility
Date of Rating: 24 December 2014
Validity: The entity rating is valid up to 31 December 2015 and the loan ratings are valid up to limit expiry date of respective
credit facilities or 31 December 2015 whichever is earlier.
Rating Based on: Audited and Management prepared financial statements up to 30 June 2014 and other relevant quantitative
& qualitative information up to the date of rating declaration.
Methodology: CRAB’s Corporate Rating Methodology (www.crab.com.bd)
Analysts: RATIONALE
NurElaheeMolla Credit Rating Agency of Bangladesh Limited (CRAB) has
[email protected] retained A3 (Pronounced Single A Three) rating of Aman
Razib Ahmed Feed Ltd (hereafter also referred to as AFL or the
[email protected] Company), A3(Lr)rating of BDT 80.7 million Long Term
Outstanding (LTO), BDT 20.0 million Cash Credit (Hypo)
and BDT 1,000.0 Biam&Biam -TR in the Long Term. CRAB
Financial Highlights
has also retained ST-3 rating of BDT 1,100.0 million non
Year ended June 30
fund based limit in the Short Term.
(Mil. BDT) 2014 2013 2012
Net Sales 2,641.6 2,536.3 2,032.4
CRAB affirmed the A3Long-Term Rating of AFL largely
EBITDA 504.9 526.1 446.2 because of benefits from the investment in new
EBITDA Margin (%) 19.1 20.7 22.0 technology used at its feed mill, resulting in larger
Net Profit Margin (%) 11.3 11.6 14.7 volumes and the milling of quality feed varieties at
PROFILE
AmanFeed Limited, one of the concerns of Aman Group, a AFL and its founders have been in the commodity trading
public limited Company, started its commercial operation in and diverse manufacturing industry for long time. The
July 2006. Presently the Company hasthe facility of producing Company had a network of over 250dealers in 2014
poultry feed, fish feed and cattle feed having annual production across northern, western and southern Bangladesh and
capacity of 105,000 MT. The factory of the Company is located the northern region of the country constitute major
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AMAN FEED LIMITED
With relatively comfortable EBITDA margins maintaining around 20% over the last 4 years-which provide a cushion in the
event of adverse price movements, and mitigates its risk to some extent relative to other players. Moreover, business risk is
partly mitigated by AFL’s entry into diversified products such as fish feed (5.9%) and cattle feed (3.2%).
The ratings reflect the company’s exposure to currency risk, although it has attempted to mitigate these risks by covering
most exposure. CRAB notes that AFL has no major derivative exposure or significant marked-to-market losses on account of
adverse currency movements.
The ratings are also constrained by the working capital-intensive nature of the feed mill industry, and by government
policies (import duties and inflation related measures) which can have a significant impact on the market.
The feed industry is subject to risks such as intense competition, adverse agro-climatic conditions, change in the
consumption preference and regulatory risks pertaining to the successful roll-out of the transgenic technology in food
crops. These risks can affect revenue and the overall profitability of feed companies. The industry is a mix of multinational,
national, regional and local feed manufacturers. The largest feed millers are present across the country and there are also a
number of strong regional and local manufacturers. The vast majority of commercial feed is sold to the commercial grower
via dealer. The dealer facilitates these transactions through the supply of credit to the grower. As a consequence of this
structure feed company representatives have less contact with the end user of the feed and this contact is left to the dealer.
Apart from industry risks, the ratings are constrained by high working capital needs led by high inventory levels and credit
sale. As a result, despite strong Fund Flow from Operation, the company reported negative operating cash flow of BDT 26.1
million in 2014 (2013: negative BDT 96.7million).
AFL has favourable credit risk with around 0.75x debt ratio during the last four years and its liquidity is in pressure with
negative free cash flow (FCF) in three out of the last four financial years, with negative FCF of BDT 219.1 million only in
2014. Other factors in FCF remaining stress are the high inventory and debtor-holding period. Meanwhile, debt/EBITDA
slightly changed to 2.5x in 2014 (2013: 2.4x) due to marginal drop in EBIDTA margin. The funds from operations’ (FFO)
remain strong over the last 4 years indicating its scope to enhance working capital management efficiency.
• Maintenance of EBIDTA margins above 20.0%, along with leverage- debt to equity below 1.0 x and Borrowed Fund to
EBITDA below 2.0x on a sustained basis, could act as a positive ratings trigger.
• Conversely, any large debt-funded capex or margin erosion leading to increased leverage- debt to equity above 1.5x and
Borrowed Fund to EBITDA above 3.0x for a sustained period, could act as a negative ratings trigger.
• Consolidated view: The Aman Group has 40 years experience in business starting with trading, later in agro input
including feed mill, cement, textile and garments sector. AFL shares the group’s marketing network and other business
resources. For the purpose of this rating, CRAB has combined the business and financial risk profiles of the group.
Rising Profitability and Coverage: The ratings could be upgraded if there is an improvement in AFL's EBITDA margins and
cash-conversion cycle, leading to interest coverage (EBIT/interest: 2.9x in 2014) of above 2.5x on a sustained basis. Lower-
Than-Expected Revenue: Interest coverage of below 2.0x on a sustained basis due to lower-than-expected revenue growth,
fall in margins and/or an adverse change in the cash conversion cycle may result in a ratings downgrade.
Significant Revenue Increase: The ratings may benefit from any significant increase in revenue due to a better
product/revenue mix, from stable operating margins and from a sustained financial leverage (Borrowed Fund to EBITDA) of
less than 2.0x. Deterioration in Leverage: The ratings may come under pressure from any deterioration in operating margins
and/or working capital pressures resulting in an drop in coverage and financial leverage on a sustained basis.
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COMPANY PROFILE
Aman Feed Limited, one of the concerns of Aman Group, a public limited Company, started its commercial operation in July
2006. Presently the Company has the facility of producing poultry feed, fish feed and cattle feed having annual production
capacity of 105,000 MT. The factory of the company is located at Ullapara, Sirajgonj. Total land area is 284 decimals.
Additional 142 decimals land in the same area is yet to be registered in the Company name which is expected to be
completed after the mutation work. The factory was established with modern machineries imported from Germany. The
Company procures raw materials from both local market and international market. The Company achieved ISO: 9001:2000
Certificate and HACCP Certificate.
GROUP STRENGTH
Aman Group is one of the largest industrial and business concerns in the northern Bangladesh. Mr. Rafiqul Islam is the
founder of the Group. All the Companies belong to the Group have four common directors from the same family. The Group
has sound presence in trading business, agro input industry, cement, textile and garments industries. Recently the Group has
started commercial operation of Aman Jute Fibrous Ltd and undertaken three new projects which will increase leverage
position of the Group in initial years but improve financial strength after three to five years. The Group has several branch
offices in different districts for operating the business smoothly under control of the Corporate Office namely Chittagong,
Narayanganj, ChapaiNawabgonj (Sonamasjid), Jessore (Noapara), Sirajgonj (Ullapara), Pabna (Nagarbari), Dinajpur (Hili) and
Panchagarh (Bangla bandha). In 2007 the sponsors transferred the Group’s Corporate Office to Uttara Model Town for
controlling the entire activities of the business and industrial units including Registered and Regional office. In 2011, the
Group shifted its corporate office to its own premises located at Uttara. The practices of controlling system and transparency
along with detailed plan and policy of Corporate Governance assist the sponsors of the group to effectively control all the
Companies scattered in different location especially in North Bengal. However the IT infrastructure along with easy and quick
flow of information assists the management to effectively control all the companies and making quick decision. Aman Group
has its own website and top management of the group and its concerns have their own email access which helps to
communicate quickly. However the practice of daily exchange of necessary documents through mailing system also assists the
group to bring efficiency in business operation. Aman Group is in the process to implementing customized web based ERP
solution, Database Business Applications and Distributed Client Server Application. After implementation of the planned MIS
backbone of the group, the efficiency in business operation and internal control system are expected to become more
effective.
Several companies in similar industries along with synchronization between trading units and manufacturing companies
eventually help the Group to get backward linkage & forward linkage facility and economies of scales from large size of
operation. The strong presence of the business units in the northern Bengal area also supports the company to ensure
optimum utilization of facilities and operational flexibility.
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Table 1
Financial Highlights of Aman Group (Mil. BDT)
Reporting Profit Total Borrowed
Name of the Concern Revenue Equity
Year after tax Assets fund BF to E (x)
Aman Cement Mills Ltd 30 Jun 2014 808.1 110.5 2,021.5 1,514.0 314.4 0.2
Aman Feed Ltd 30 Jun 2014 2,641.6 298.2 3,198.2 1,846.3 1,248.8 0.7
Aman Cotton Fibrous Ltd 30 Jun 2014 1,968.8 295.2 3,722.8 2,294.8 1,208.6 0.5
Islam Brothers & Co. 30 Jun 2014 5,589.8 207.4 6,244.0 2,280.7 3,933.6 1.7
Aman Trading Corporation 30 Jun 2014 2,114.5 89.3 2,685.3 1,008.9 1,661.0 1.6
Aman Associates Ltd 30 Jun 2014 4,012.8 128.4 3,930.7 1,267.6 2,659.2 2.1
Juvenile Construction 30 Jun 2014 935.9 73.4 1,119.1 585.8 517.9 0.9
RS & T International 30 Jun 2014 928.9 80.1 1,622.5 787.7 832.4 1.1
Juvenile Trade Int. Ltd 30 Jun 2014 1,120.0 67.2 2,092.7 648.6 1,419.7 2.2
Aman Tex Ltd 30 Jun 2014 3,298.3 366.6 4,346.7 1,832.9 2,001.8 1.1
AnwaraMannan Textile Mills Ltd 30 Jun 2014 3,451.7 229.4 5,646.2 1,278.6 4,223.5 3.3
Aman Cold Storage Ltd 31 Dec. 2013 188.3 33.2 230.0 230.0 0.0 n.a.
Milan Cold Storage Ltd 31 Dec. 2013 217.9 38.4 609.3 487.1 113.9 0.2
Aman Agro Industries Ltd 31 Dec. 2013 211.0 37.1 506.0 293.8 199.4 0.7
A M Cold Storage Ltd 31 Dec. 2013 132.7 14.6 439.0 167.3 271.1 1.6
Aman Seed Storage Ltd 31 Dec. 2013 104.0 8.9 469.5 220.7 245.0 1.1
Aman Poultry & Hatchery Ltd 30 Jun 2014 309.7 60.2 625.0 263.1 205.1 0.8
Aman Plant Tissue Culture Ltd 30 Jun 2013 198.7 59.8 392.5 283.7 33.0 0.1
Aman Jute Fibrous Ltd 30 Jun 2014 819.9 401.0 394.6 1.0
Aman Food Ltd 30 Jun 2013 323.8 10.0 313.6 31.4
Total assets and equity base of the all the Companies belonging to Aman Group revealed the financial strength of the Group
and sponsors. Total unused limit of funded and non funded loan also ensures the financial flexibility of the Group to raise the
fund if necessary. The Group as a whole collectively earned substantial amount of revenue in previous year having increasing
trend and sound profitability position.
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Table 2
Bank Liability Position of Aman Group as of 30 November 2014 (Mil. BDT)
Short term funded Short term non funded Long term
Name of the Concern Bank Name
Limit Outstanding Limit Outstanding Outstanding
Islami Bank Bd Ltd. 400.0 233.9 400.0 29.7
Aman Cement Mills Ltd
Standard Bank Ltd. 30.0 28.8
AB Bank Ltd. 1,000.0 584.1 1,100.0 127.9 68.4
Aman Feed Ltd
Standard Bank Ltd. 20.0 16.1
Islami Bank Bd Ltd. 1,100.0 1,040.5 1,100.0 - 187.7
Aman Cotton Fibrous Ltd
Standard Bank Ltd. 20.0 10.6
Bd Commerce Bank Ltd. 250.0 247.0 350.0 73.8
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Table 3
Performance of the Business
2014 2013 2012
Net Sales (Mil. BDT) 2,641.6 2,536.3 2,032.4
EBITDA (Mil. BDT) 504.87 526.11 446.2
EBITDA Margin (%) 19.1 20.7 22.0
Installed Capacity (MT) 105,000 105,000 88,500*
Total Production (MT) 86,378 83,339 64,173
Capacity Utilization (%) 82.3 79.4 72.5
Sales (MT) 86,453 83,079 64,177
* Production capacity in December 2011 was 72,000 MT which increased to 105,000 MT from January 2012.
88,500 MT is weighted average production capacity.
The Company is exposed to volatility of both product price derived from demand and raw
materials price. The principal sponsors and management of the Company have long
experience in trading business which may support to mitigate business risk derived from
price volatility of raw materials. Location of the factory at Sirajgonj is suitable to transport
the raw materials and finished goods as almost all the customers belong to greater North
Bengal. Moreover substantial volume of raw material storing facilities in different location
having a strategy of keeping inventory for around three months eventually helps the
Company in efficient inventory management.
The technological risk of the Company is comparatively low as the factory is almost newly
established with German machineries having PLC system and sufficient power supply. The
management is also well experienced with the technology and operation of a feed mill.
The Company purchases almost entire required raw materials from abroad to ensure the
quality of products which are also ensured through equipped laboratory. The facilities of
quality control and the practices of assessment eventually support the Company to
produce quality products.
The Company sold the feeds giving priority to greater Rajshahi although it also sells in
different areas including Gazipur, Tangail and Mymensingh, mainly through dealers. M/s
Shohug Poultry, Chandina, is the largest customer (BDT 228.6 million in 2014) followed by
M/s. Talukder Traders, Sagordighi (BDT 190.3 million). The Company has around 250
dealers apart from few individual customers having on average 45 to 60 days credit
facility. An associated company, Aman Poultry & Hatchery Ltd, having annual production
capacity of 8.5 million pcs DOC may support as a backward linkage facility for the
Company at distress situation. Although customer diversification and geographical
diversification may eventually lessen the business risk, significant affect of Influenza may
reduce the growth by affecting the poultry sector.
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AMAN FEED LIMITED
Feed mill plays an important role in the supply of commercial feed to poultry, livestock
and fish farming. Feed mills generally distribute their products as “complete feed” to
poultry, fish and livestock industry. In the immediate past, commercial poultry, livestock
and fish farming expanded at a faster rate in Bangladesh resulting in a large scale
demand for commercial feed round the year. However in recent period due to natural
calamities and disease the poultry sector are facing challenges to ensure sustainable
growth which was also reflected in the price trend of both chicken and eggs due to huge
demand in the market with the growth of population, rapid urbanization, changed life
style and food habits. Though the feed industry is increasing but it is unable to meet the
demand of feed supplies which the poultry farms presently require.
For a poultry farm, at least 65% to 70% of the total expenditure goes for the
procurement of poultry feed. Poultry feed is prepared with the mixture of different
micro-nutrients apart from wheat, maize and others where most of the ingredients are
imported which eventually causes increase in price of feeds manufactured by the local
companies. Apart from conventional materials like fish meal and rice bran are in short of
supply. However in most of the cases the feeds are still prepared in an unscientific
manner in the country. Quality assurance keeping the price competitive is a vital
challenge for the local feed manufacturing companies. Few large companies are playing
vital role in meeting the demand of quality feed requirement in the poultry sector.
Considering the growth of industry and huge market vacuum the dependency on
imported feed and establishment of foreign companies have been increasing over the
years increasing challenge for the local feed manufacturing companies.
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AMAN FEED LIMITED
The revenue sources of the Company are the sale of feeds of different categories. Total
sales of the Company marginally increased to BDT 2,641.6 million in 2014 by 4.2% after
substantial sales growth of 24.8% in 2013. Sales growth was very high in 2013 due to
capacity expansion. Sales growth in 2014 was comparatively low which was mainly
derived from increase in sales quantity when the average price was almost same. The
revenue growth will continue in the upcoming year although the growth rate may not
bounce back to its previous trend as there was no capacity expansion during the last year
and overall market condition. Due to the stable selling price the gross profit margin
marginally declined to 21.4% in 2014 from 23.1% in 2013 although overall profitability
position (net profit margin in 2014 was 11.3% and 11.6% in 2013) remained almost same
following the improved operational efficiency and decline in financial expense.
The operating cycle became prolonged for long inventory processing period to support
expanded capacity and delay in receivable collection period to enhance the credit terms;
hence the liquidity position of the Company was quite stringent which was further
affected by negative cash flow position. Due to the above mentioned reasons and
capacity expansion the borrowed fund increased during the last two years although
following the repayment of term loan borrowed fund remained almost stable. The equity
of the Company increased to BDT 1,846.3 million in 2014 from BDT 1,548.1 million
resulted in slight improved debt ratio of 0.7x in 2014 from 0.8x in 2014. Following the
stable revenue growth and profitability position along with stable borrowed fund the
coverage indicators also remain stable during the last two years.
Aman Feed Ltd has a plan to raise its capital by issuing 20 million ordinary shares
through Initial Public Offering (IPO) subject to approval from regulatory authority. AFL
expects to raise fund by issuing 20 million ordinary shares with premium against face
value of BDT 10.0 per shares. The Company has a plan to repay long term loan with
interest, to enhance production capacity and to meet increased working capital
requirement among others.
Presently Aman Feed Limited has banking relationship with three banks. During the last
two years the Company increased its borrowed fund to support the capacity expansion.
The Company has satisfactory track record of honoring debt obligation. Details bank
liability position of the Company is given in appendix – 1.
Collateral given to AB Bank Ltd covers, among others, registered mortgage along with
RIGPA of 271.5 decimals project land located at Ullapar, Sirajgonj, 1 st charge created with
RJSC on entire fixed assets of the company including capital machinery and equipment,
furniture and fixture, and floating assets like raw materials, work in process, finished
goods held on the company go-down favoring AB Bank Ltd.
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AMAN FEED LIMITED
Details of Credit Facilities of Aman Feed Ltd as of 30 November 2014 (Mil. BDT)
Funded/Non
Loan Type Funded Bank Nature of Facility Limit Outstanding Limit Expiry
Particulars Ratings
Aman Feed Limited A3
BDT 127.9 million Long Term Outstanding (LTO) A3(Lr)
BDT 20.0 million Cash Credit (Hypo) * A3(Lr)
BDT 1,050.0 million Biam&Biam -TR * A3(Lr)
BDT 600.0 million Aggregate fund based limit ST-3
BDT 2,000.0 million aggregate non fund based limit ST-3
Outlook Stable
Lr - Loan Rating; ST – Short Term
* Due to its revolving nature CRAB views Cash Credit and Biam as long term facility
Particulars Ratings
Aman Feed Limited A3
BDT 150.0 million Long Term Outstanding (LTO) A3(Lr)
BDT 20.0 million Cash Credit (Hypo) * A3(Lr)
BDT 500.0 million Biam&Biam -TR * A3(Lr)
BDT 322.0 million Aggregate fund based limit ST-3
BDT 750.0 million aggregate non fund based limit ST-3
Outlook Stable
Lr- Loan rating; ST-Short Term
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AMAN FEED LIMITED
AA1, AA2, AA3* Companies rated in this category have very strong capacity to meet financial commitments. These
Double A companies are judged to be of very high quality, subject to very low credit risk.
Companies rated in this category have strong capacity to meet financial commitments, but are
A1, A2, A3
susceptible to the adverse effects of changes in circumstances and economic conditions. These
Single A
companies are judged to be of high quality, subject to low credit risk.
Companies rated in this category have adequate capacity to meet financial commitments but more
BBB1, BBB2, BBB3
susceptible to adverse economic conditions or changing circumstances. These companies are
Triple B
subject to moderate credit risk. Such companies possess certain speculative characteristics.
Companies rated in this category have inadequate capacity to meet financial commitments. Have
BB1, BB2, BB3
major ongoing uncertainties and exposure to adverse business, financial, or economic conditions.
Double B
These companies have speculative elements, subject to substantial credit risk.
B1, B2, B3 Companies rated in this category have weak capacity to meet financial commitments. These
Single B companies have speculative elements, subject to high credit risk.
CCC1, CCC2, CCC3 Companies rated in this category have very weak capacity to meet financial obligations. These
Triple C companies have very weak standing and are subject to very high credit risk.
Companies rated in this category have extremely weak capacity to meet financial obligations.
CC
These companies are highly speculative and are likely in, or very near, default, with some prospect
Double C
of recovery of principal and interest.
Companies rated in this category are highly vulnerable to non-payment, have payment arrearages
allowed by the terms of the documents, or subject of bankruptcy petition, but have not
C
experienced a payment default. Payments may have been suspended in accordance with the
Single C
instrument's terms. These companies are typically in default, with little prospect for recovery of
principal or interest.
D D rating will also be used upon the filing of a bankruptcy petition or similar action if payments on
(Default) an obligation are jeopardized.
*Note: CRAB appends numerical modifiers 1, 2, and 3 to each generic rating classification from AA through CCC. The modifier 1
indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates a ranking in the lower end of that generic rating category.
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AMAN FEED LIMITED
RATINGS DEFINITION
AAA (Lr) Loans/facilities rated AAA (Lr) are judged to offer the highest degree of safety, with regard to
(Triple A) Highest timely payment of financial obligations. Any adverse changes in circumstances are unlikely to
Safety affect the payments on the loan facility.
AA (Lr)* Loans/facilities rated AA (Lr) are judged to offer a high degree of safety, with regard to timely
(Double A) High Safety payment of financial obligations. They differ only marginally in safety from AAA (Lr) rated
facilities.
A (Lr) Loan/facilities rated A (Lr) are judged to offer an adequate degree of safety, with regard to timely
Adequate Safety payment of financial obligations. However, changes in circumstances can adversely affect such
issues more than those in the higher rating categories.
BBB (Lr) Loans/facilities rated BBB (Lr) are judged to offer moderate safety, with regard to timely payment
(Triple B) Moderate of financial obligations for the present; however, changing circumstances are more likely to lead
Safety to a weakened capacity to pay interest and repay principal than for issues in higher rating
categories.
BB (Lr) Loans/facilities rated BB (Lr) are judged to carry inadequate safety, with regard to timely payment
(Double B) Inadequate of financial obligations; they are less likely to default in the immediate future than instruments in
Safety lower rating categories, but an adverse change in circumstances could lead to inadequate
capacity to make payment on financial obligations.
B (Lr) Loans/facilities rated B (Lr) are judged to have high risk of default; while currently financial
High Risk obligations are met, adverse business or economic conditions would lead to lack of ability or
willingness to pay interest or principal.
CCC (Lr) Loans/facilities rated CCC (Lr) are judged to have factors present that make them very highly
Very High Risk vulnerable to default; timely payment of financial obligations is possible only if favourable
circumstances continue.
CC (Lr) Loans/facilities rated CC (Lr) are judged to be extremely vulnerable to default; timely payment of
Extremely High Risk financial obligations is possible only through external support.
C (Lr) Loans/facilities rated C (Lr) are currently highly vulnerable to non-payment, having obligations
Near to Default with payment arrearages allowed by the terms of the documents, or obligations that are subject
of a bankruptcy petition or similar action but have not experienced a payment default. C is
typically in default, with little prospect for recovery of principal or interest. C (Lr) are typically in
default, with little prospect for recovery of principal or interest.
D (Lr) Loans/facilities rated D (Lr) are in default or are expected to default on scheduled payment
Default dates.
*Note: CRAB appends numerical modifiers 1, 2, and 3 to each generic rating classification from AA through CCC. The modifier 1
indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates a ranking in the lower end of that generic rating category.
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AMAN FEED LIMITED
RATING DEFINITION
ST-1 This rating indicates that the degree of safety regarding timely payment on the loans/facilities
Highest Grade is very strong.
ST-2 This rating indicates that the degree of safety regarding timely payment on the loans/facilities
High Grade is strong; however, the relative degree of safety is lower than that for issues rated higher.
This rating indicates that the degree of safety regarding timely payment on the loans/facilities
ST-3
is adequate; however, the issues are more vulnerable to the adverse effects of changing
Adequate Grade
circumstances than issues rated in the two higher categories.
This rating indicates that the degree of safety regarding timely payment on the loans/facilities
ST-4
is marginal; and the issues are quite vulnerable to the adverse effects of changing
Marginal
circumstances.
This rating indicates that the degree of safety regarding timely payment on the loans/facilities
ST-5
is minimal, and it is likely to be adversely affected by short-term adversity or less favorable
Inadequate Grade
conditions.
ST-6 This rating indicates that the loans/facilities are expected to be in default on maturity or is in
Lowest Grade default.
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observations, if any, constituting part of the information contained herein are, and must be construed solely as, statements of opinion
and not statements of fact or recommendations to purchase, sell or hold any securities. NO WARRANTY, EXPRESS OR IMPLIED, AS TO
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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, and each such user must accordingly make its own study and evaluation of each security and of each issuer and
guarantor of, and each provider of credit support for, each security that it may consider purchasing, holding or selling.
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AMAN FEED LIMITED
1. An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker/ Merchant Banker where the
applicant maintains customer account, within the cut-off date (i.e. The subscription closing date), which shall be the 25th (twenty
fifth) working day from the date of publication of abridged version of prospectus.
2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall contain the Customer ID, Name, BO
Account Number, Number of Securities applied for, Total Amount and Category of the Applicant. At the same time:
a. Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application money and service charge available in
respective customer account maintained with the Stockbroker/Merchant Banker. No margin facility, advance or deferred payment is
permissible for this purpose. In case the application is made through a margin account, the application money shall be deposited
separately and the Stockbroker/Merchant Banker shall keep the amount segregated from the margin account, which shall be
refundable to the applicant, if become unsuccessful.
b. Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), issued in favor of the Issuer for an amount
equivalent to the application money, with their application to concerned Stockbroker/Merchant Banker. The draft (FDD) shall be issued
by the Bank where the applicant maintains NITA/Foreign Currency account debiting the same account. No banker shall issue more than
two drafts from any NITA/Foreign Currency account for any public issue. At the same time, the applicant shall make the service charge
available in respective customer account maintained with the Stockbroker/Merchant Banker.
Step-2 (Intermediary)
3. The Stockbroker/Merchant Banker shall maintain a separate bank account only for this purpose namely “Public Issue Application Account”.
The Stockbroker/Merchant Banker shall:
a. post the amount separately in the customer account (other than NRB and Foreign applicants), and upon availability of fund, block the
amount equivalent to the application money;
b. accumulate all the application/buy instructions received up to the cut-off date, deposit the amount in the “Public Issue Application
Account” maintained with its bank within the first banking hour of next working day of the cut-off date. In case of application
submitted by the Stock-dealer or the Merchant Banker‟s own portfolio, the application amount should also be transferred to the “Public
Issue Application Account”;
c. instruct the banker to block the account for an amount equivalent to the aggregate application money and to issue a certificate in this
regard.
4. Banker of the Stockbroker/Merchant Banker shall block the account as requested for, issue a certificate confirming the same and handover it
to the respective Stockbroker/Merchant Banker.
5. For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stockbroker/Merchant Banker shall hold the bank drafts (FDD) submitted by
the applicants in their custody with a list containing the draft information against the respective applicant‟s particulars.
6. The Stockbroker/Merchant Banker shall prepare category wise lists of the applicants containing Customer ID, Name, BO Account Number and
Number of Securities applied for, and within 03 (three) working days from the cut-off date, send it to the respective Stock Exchange in
electronic (text format with tilde „~‟ separator ) format and the certificate(s) issued by its banker.
7. On the next working day, the stock exchanges shall provide the Issuer with the information received from the Stockbroker/Merchant
Bankers. Stock Exchanges shall verify and preserve the bankers‟ certificates in their custody.
8. The application/buy instructions shall be preserved by the Stockbroker/Merchant Bankers up to 6 months from listing of the
securities with exchange.
Step-3 (Issuer)
9. The Issuer shall prepare consolidated list of the applications and send the applicants‟ BOIDs in electronic (text) format in a CDROM to CDBL
for verification. The Issuer shall post the consolidated list of applicants on its website. CDBL shall verify the BOIDs as to whether the BO
accounts of the applicants are active or not.
10. On the next working day, CDBL shall provide the Issuer with an updated database of the applicants containing BO Account Number,
Name, Addresses, Parents‟ Name, Joint Account and Bank Account Information along with the verification report.
11. After receiving verification report and information from CDBL, the Issuer shall scrutinize the applications, prepare category wise consolidated
lists of valid and invalid applications and submit report of final status of subscription to the Commission and the stock exchanges within 10
(ten) working days from the date of receiving information from the stock exchanges.
12. The Issuer and the issue manager shall conduct category wise lottery with the valid applications within 03 (three) working days from the
date of reporting to the Commission and the Stock Exchanges, if do not receive any observation from the Commission or the Stock
Exchanges.
13. The Issuer and issue manager shall arrange posting the lottery result on their websites within 06 (six) hours and on the websites of the
Commission and Stock Exchanges within 12 (twelve) hours of lottery.
14. Within 02 (two) working days of conducting lottery, the Issuer shall:
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a. Send category wise lists of the successful and unsuccessful applicants in electronic (text format with tilde „~‟ separator) format to the
respective Stock Exchange.
b. send category wise lists of unsuccessful applicants who are subject to penal provisions as per conditions of the Consent Letter issued
by the Commission in electronic (text format with tilde „~‟ separator) format to the respective Stock Exchange mentioning the
penalty amount against each applicant.
c. issue allotment letters in the names of successful applicants in electronic format with digital signatures and send those to
respective Stock Exchange in electronic form.
d. send consolidated allotment data (BOID and number of securities) in electronic text format in a CDROM to CDBL to credit the
allotted shares to the respective BO accounts.
Step-4 (Intermediary)
15. On the next working day, Stock Exchanges shall distribute the information and allotment letters to the Stockbroker/Merchant Bankers
concerned in electronic format and instruct them to:
a. remit the amount of successful (other than NRB and Foreign) applicants to the Issuer‟s respective Escrow account opened for
subscription purpose and unblock the amount of unsuccessful applicants;
b. send the bank drafts (FDD) submitted by successful NRB and Foreign applicants to the Stock Exchange and return the drafts
submitted by unsuccessful applicants;
c. send the penalty amount of other than NRB and Foreign applicants who are subject to penal provisions to the Issuer‟s respective
Escrow Accounts along with a list and unblock the balance application money;
d. send the drafts (FDD) submitted by unsuccessful NRB and Foreign applicants who are subject to penal provisions, to the
respective Stock Exchange, along with a list.
16. On the next working day of receiving the documents from the Stock Exchanges, the Stockbrokers/Merchant Bankers shall request its
banker to:
a. release the amount blocked for unsuccessful (other than NRB and Foreign) applicants;
b. remit the aggregate amount of successful applicants and the penalty amount of unsuccessful (other than NRB and foreign)
applicants who are subject to penal provisions to the respective „Escrow‟ account of the Issuer opened for subscription purpose.
a. send the drafts (FDD) submitted by successful NRB and Foreign applicants to the Stock Exchange concerned and return the drafts
submitted by unsuccessful NRB and Foreign applicants;
b. send the drafts (FDD) submitted by unsuccessful NRB and Foreign applicants who are subject to penal provisions to the
respective Stock Exchange separately along with a list of the applicants.
18. On the next working day of receiving request from the Stockbrokers/Merchant Bankers, their bankers shall unblock the amount blocked in
the account(s) and remit the amount as requested for to the Issuer‟s „Escrow‟ account.
19. Simultaneously, the Stockbrokers/Merchant Bankers shall release the application money in the customer accounts; inform the successful
applicants about allotment of securities and the unsuccessful applicants about releasing their blocked amounts. The unblocked amounts of
unsuccessful applicants shall be placed as per their instructions. The Stockbroker/Merchant Banker shall be entitled to recover the
withdrawal charges, if any, from the applicant who wants to withdraw the application money, up to an amount of Tk. 5.00 (five) per
withdrawal.
20. On the same day, Stock Exchanges shall send the drafts submitted by successful NRB and Foreign applicants and also by
unsuccessful NRB and Foreign applicants who are subject to penal provisions, to the Issuer.
21. In case of drafts (FDD) submitted by successful NRB or Foreign applicant for any amount excess to the value of securities to be allotted or
by unsuccessful NRB and Foreign applicants who are subject to penal provisions, refund of the balance amount shall be made by the
Issuer to the applicant through bank drafts issued in the same currency within 7 (seven) working days of receiving the drafts
from Stock Exchange.
Miscellaneous:
22. The Issuer and Issue Manager(s) shall jointly ensure compliance of the above.
23. The bank draft (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the date of publication of abridged version
of prospectus.
24. Amount deposited and blocked in the “Public Issue Application Account” shall not be withdrawn or transferred during the blocking period.
Amount deposited by the applicants shall not be used by the Stockbrokers/Merchant Bankers for any purpose other than public issue
application.
25. The Issuer shall pay the costs related to data transmission, if claimed by the Stock Exchange concerned.
26. The Stockbrokers/Merchant Bankers shall be entitled to a service charge of 5.00 (taka five) only per application irrespective of the amount or
category. The service charge shall be paid by the applicant at the time of submitting application.
27. The Stockbroker/Merchant Banker shall provide the Issuer with a statement of the remittance and drafts sent.
28. The Issuer shall accumulate the penalty amount recovered and send it to the Commission through a bank draft/payment order issued in
favor of the Bangladesh Securities and Exchange Commission.
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Name of applicant :
Client Code :
BO ID No. :
Category of applicant :
Amount in word :
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