1649321473.2433076 - Ibp Prospectus
1649321473.2433076 - Ibp Prospectus
1649321473.2433076 - Ibp Prospectus
“Investment in capital market involves certain degree of risks. The investors are required to
read the prospectus and risk factors carefully, assess their own financial conditions and risk
taking ability before making their investment decisions.”
PROSPECTUS
Name of Issuer:
Page: ii
NBL Capital and Equity Management Limited Tel: +88-02-7118974
Printers Building (8th Floor), Fax: +88-02-7118840 Kamrun Naher
5 Rajuk Avenue, Dhaka-1000. E-mail: [email protected] Chief Executive Officer
Web: www.nblceml.com
Janata Capital and Investment Limited Tel: +88-02-7114375
48, Motijheel (3rd Floor), Dhaka-1000 Fax: +88-02-7110496 Dina Ahsan
E-mail: [email protected] Chief Executive Officer
Web: www.jcil-bd.com
Auditor
Name & Address Telephone & Fax Number, E-mail, Web Address Contact Person
Mahfel Huq & Co. Tel: +88-02-9553143, +88-02-9581786
Chartered Accountants Fax: +88-02-9571005 Md. Abul Kalam
BGIC Tower (4th Floor), 34, Topkhana Road Dhaka- E-mail: [email protected] Manager
1000. Web: www.mahfelhuq.com
The Company has no involvement with Credit Rating Company and Valuer.
Page: iii
(ii) A person interested to get a prospectus may obtain from the issuer and the issue
managers.
(iii) “If you have any query about this document, you may consult the issuer, issue
manager and underwriter”
Page: iv
(b) Availability of Prospectus
(i) Names, addresses, telephone numbers, fax numbers, website addresses and e-mail addresses and names of contact persons of the
institutions where the prospectus and abridged version of prospectus are available in hard and soft forms;
The Prospectus and abridged version prospectus in hard and soft forms of the Company shall be obtained from the following addresses:
Issuer
Name & Address Telephone & Fax Number, E-mail, Web Address Contact Person
Indo-Bangla Pharmaceuticals Limited (IBPL) Tel: +88-04-3161028
729, College Road, Barisal Sadar, Barisal-8200. Fax: +88-04-312174977 Md. Faruque Hossain
Email: [email protected] Chief Financial Officer
Web: www.indo-banglapharma.com
Issue Managers
Name & Address Telephone & Fax Number, E-mail, Web Address Contact Person
AFC Capital Limited Tel: +88-02-8392371
Saiham Sky View Tower (11th Floor), Fax: +88-02-8392372 Mahbub H. Mazumdar FCMA
45 Bijoy Nagar, Dhaka-1000. Email: [email protected] Chief Executive
Web: www.afccl.asia
EBL Investments Limited Tel: +88-02-7118975
59 Motijheel C/A, 1st Floor, Dhaka-1000. Fax: +88-02-7120251 Pankaj Kumar Mutsuddi
E-mail: [email protected] Managing Director (Current Charge)
Web: www.eblinvestments.com
CAPM Advisory Limited Tel: +88-02-9822391-2
Tower Hamlet (9th Floor) Fax: +88-02-9822393 Tania Sharmin
16, Kemal Ataturk Avenue E-mail: [email protected] Managing Director & CEO
Banani C/A, Dhaka-1213. Web: www.capmadvisorybd.com
Stock Exchanges
Name & Address Telephone & Fax Number, E-mail, Web Address Contact Person
Dhaka Stock Exchange Limited 9564601, 9576210-18
DSE Library, 9/F Motijheel C/A, Dhaka-1000 Fax: +88-02-9564727, +88-02-9569755 Afzalur Rahaman
E-mail: [email protected] Manager
Web: www.dsebd.org
Page: v
Chittagong Stock Exchange Limited Tel: 031-714632-3
CSE Library, Fax: 031-714101 Mohammed Jabed Sarwar
CSE Building, 1080, Sheikh Mujib Road Agrabad, E-mail: [email protected] Assistant Manager
Chittagong- 4100. Web: www.cse.com.bd
Prospectus would also be available on the web sites of BSEC (www.secbd.org) and at the Public Reference Room of the Bangladesh Securities
and Exchange Commission (BSEC) for reading and studying.
(ii) Names and dates of the newspapers where abridged version of prospectus was published.
Names and dates of the newspapers where abridged version of prospectus was published:
Sl. No. Name of the Newspaper Date of Publication
1 The Financial Express
2 The Independent
March 13, 2018
3 Bonik Barta
4 Samakal
Page: vi
(iii) Definitions and Acronyms or Elaborations
A
The Articles of Association of Indo-
“Articles” or “Articles of Association” or “AoA” Bangla Pharmaceuticals Limited, as
amended
AFCCL AFC Capital Limited
AGM Annual General Meeting
Allotment Letter of Allotment of shares
B
The Board of Directors of Indo-
Bangla Pharmaceuticals Limited, as
“Board” or “Board of Directors” or “our Board”
duly constituted from time to time
including any committees thereof
B.Com Bachelor of Commerce
B.SC Bachelor of Science
BAS Bangladesh Accounting Standards
BDT Bangladeshi Taka
Bangladesh Financial Reporting
BFRS
Standards
BO A/C Beneficiary Owner's Account
Bangladesh Securities and Exchange
BSEC
Commission
C
CAPMAL CAPM Advisory Limited
Central Depository Bangladesh
CDBL
Limited
Certificate Share Certificate
CFO Chief Financial Officer
CIB Credit Information Bureau
Bangladesh Securities and Exchange
Commission
Commission
CSE Chittagong Stock Exchange Limited
D
DSE Dhaka Stock Exchange Limited
E
Email Electronic Mail
EPS Earnings Per Share
ETP Effluent Treatment Plant
Exchanges Stock Exchanges
F
FC A/C Foreign Currency Account
FDD Foreign Demand Draft
FDR Fixed Deposit Receipt
G
GBP Great Britain Pound
I
IBPL Indo-Bangla Pharmaceuticals Limited
Intercontinental Marketing Services
IMS (an USA based healthcare market
surveyor entity)
IPO Initial Public Offering
Page: vii
Issue Public Issue of shares
AFC Capital Limited, EBL
Issue Managers Investments Limited & CAPM
Advisory Limited
Issuer Indo-Bangla Pharmaceuticals Limited
L
L/C Letter of Credit
M
The Memorandum of Association of
“Memorandum” or “Memorandum of
Indo-Bangla Pharmaceuticals
Association” or “MoA”
Limited, as amended
M.Com Master of Commerce
MS-Word Microsoft word
N
NAV Net Asset Value
NBFI Non-Banking Financial Institution
NRB Non-Resident Bangladeshi
O
Indo-Bangla Pharmaceuticals
Limited, a public limited company
“Our Company”
incorporated under the Companies
Act
Offering Price Price of the Securities of IBPL
P
PE Price to Earnings
PSI Pre Shiftment Inspection
R
Registrar of Joint Stock Companies
RJSC
and Firms
S
Share of Indo-Bangla Pharmaceuticals
Securities
Limited
Securities Market The Share Market of Bangladesh
The sponsor shareholders of Indo-
Sponsors
Bangla Pharmaceuticals Limited
STD A/C Short Term Deposit Account
Stock Holder Share Holder
Subscription Application Money
T
Indo-Bangla Pharmaceuticals Limited, a
The Company/Issuer public limited company incorporated
under the Companies Act
TT Telephonic Transfer
U
UK Pound United Kingdom Pound
USD United States Dollar
V
VAT Value Added Tax
W
WDV Written Down Value
Page: viii
Table of Contents
CHAPTER (I): EXECUTIVE SUMMARY ........................................................................................... 1
(a) About the industry: .......................................................................................................................... 1
(b) About the Issuer: .............................................................................................................................. 1
(c) Financial Information: ..................................................................................................................... 2
(d) Features of the issue and its objects: ................................................................................................ 2
(e) Legal and other Information: ........................................................................................................... 3
(f) Promoters’ background: ................................................................................................................... 4
(g) Capital structure and history of capital raising: ............................................................................... 5
(h) Summary of Valuation Report of Securities: ................................................................................... 5
CHAPTER (II): CONDITIONS IMPOSED BY THE COMMISSION IN THE CONSENT
LETTER.................................................................................................................................................. 6
DISCLOSURE IN RESPECT OF ISSUANCE OF SECURITY IN DEMAT FORM: .............................................6
CONDITIONS UNDER 2CC OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969: ..........................6
CHAPTER (III): DECLARATION AND DUE DILIGENCE CERTIFICATES ................................ 14
DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS, INCLUDING
THE CEO OF THE ISSUER IN RESPECT OF THE PROSPECTUS ................................................... 14
DUE DILIGENCE CERTIFICATE BY ISSUE MANAGER ................................................................ 15
DUE DILIGENCE CERTIFICATE BY ISSUE MANAGER ................................................................ 18
DUE DILIGENCE CERTIFICATE BY ISSUE MANAGER ................................................................ 20
DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER ........................................................... 22
DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER ........................................................... 24
DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER ........................................................... 26
DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER ........................................................... 28
CHAPTER (IV): ABOUT THE ISSUER ............................................................................................. 30
Particulars of the Company: .................................................................................................................... 30
Name of the Sponsors and Directors: ...................................................................................................... 30
Particulars of Auditor and Registrar to the issue: .................................................................................... 31
Name of the Stock Exchanges where the Securities to be listed: ............................................................ 31
CHAPTER (V): CORPORATE DIRECTORY OF THE ISSUER....................................................... 32
CHAPTER (VI): DESCRIPTION OF THE ISSUER ........................................................................... 33
(a) Summary: ....................................................................................................................................... 33
(b) General Information: ...................................................................................................................... 34
(c) Capital Structure: ........................................................................................................................... 40
(d) Description of Business: ................................................................................................................ 47
(e) Description of Property: ................................................................................................................. 60
(f) Plan of Operation and Discussion of Financial Condition:............................................................ 76
CHAPTER (VII): MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULT OF OPERATIONS ............................................................................... 93
(a) Overview of business and strategies: ............................................................................................. 93
(b) SWOT ANALYSIS: ...................................................................................................................... 94
(c) Analysis of the financial statements of last five years with reason(s) of fluctuating
revenue and sales, other income, total income, cost of material, finance cost, depreciation
and amortization expense, other expense; changes of inventories, net profit before and
after tax, EPS etc. ........................................................................................................................... 94
(d) Known trends, demands, commitments, events or uncertainties that are likely to have an
effect on the company’s business: ................................................................................................. 95
Page: ix
(e)Trends or expected fluctuations in liquidity: ................................................................................. 95
(f)Off-balance sheet arrangements those have or likely to have a current or future effect on
financial condition: ........................................................................................................................ 95
CHAPTER (VIII): DIRECTORS AND OFFICERS ............................................................................ 96
(a) Name, Father’s Name, age, Residential address, Educational qualification, experience
and position of each director and nominated director with nomination period,
organization name: ......................................................................................................................... 96
(b) Date of first Directorship and Expiry of Current Tenure of the directors: ..................................... 99
(c) Name of Interest and Involvement in other business or organization of directors: ..................... 100
(d) Statement of if any Directors of the issuer are associated with the securities market in any
manner and any director of the issuer company is also director of any issuer of other
listed securities during last three years with dividend payment history and market
performance: ................................................................................................................................ 100
(e) Family relationship (father, mother, spouse, brother, sister, son, daughter, spouse’s father,
spouse’s mother, spouse’s brother, spouse’s sister) among the directors and top five
officers: ........................................................................................................................................ 100
(f) Brief description of other businesses of the directors: ................................................................. 101
(g) Short bio-data of each director:.................................................................................................... 101
(h) Loan status of the issuer, its directors and shareholders who hold 10% or more shares in
the paid-up capital of the issuer in terms of the CIB Report of Bangladesh Bank: ..................... 102
(i) Name, position, educational qualification, age, date of joining in the company, overall
experience (in year), previous employment, salary paid for the financial year of the CEO,
MD, CFO, CS, Advisers, Consultants and all Departmental Heads. If the Chairman, any
director or any shareholder received any monthly salary than this information should also
be included: .................................................................................................................................. 103
(j) Changes in the key management persons during the last three years: ......................................... 104
(k) A profile of the sponsors including their names, father’s names, age, personal addresses,
educational qualifications, and experiences in the business, positions or posts held in the
past, directorship held, other ventures of each sponsor and present position: ............................. 104
(l) If the present directors are not the sponsors and control of the issuer was acquired within
five years immediately preceding the date of filing prospectus details regarding the
acquisition of control, date of acquisition, terms of acquisition, consideration paid for
such acquisition etc. ..................................................................................................................... 106
(m) If the sponsors or directors do not have experience in the proposed line of business, the
fact explaining how the proposed activities would be carried out or managed: .......................... 106
(n) Interest of the key management persons: ..................................................................................... 106
(o) All interests and facilities enjoyed by a director, whether pecuniary or non-pecuniary: ............. 107
(p) Number of shares held and percentage of shareholding (pre issue): ........................................... 107
(q) Change in board of directors during last three years: .................................................................. 108
(r) Director’s engagement with similar business: ............................................................................. 108
CHAPTER (IX): CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ................... 109
CHAPTER (X): EXECUTIVE COMPENSATION ........................................................................... 111
(a) The total amount of remuneration or salary or perquisites paid to the top five salaried
officers of the issuer in the last accounting year and the name and designation of each
such officer: ................................................................................................................................. 111
(b) Aggregate amount of remuneration paid to all directors and officers as a group during the
last accounting year: .................................................................................................................... 111
Page: x
(c) If any shareholder director received any monthly salary or perquisite or benefit it must be
mentioned along with date of approval in AGM or EGM, terms thereof and payments
made during the last accounting year: ......................................................................................... 111
(d) The board meeting attendance fees received by the director including the managing
director along with date of approval in AGM or EGM:............................................................... 112
(e) Any contract with any director or officer providing for the payment of future
compensation: .............................................................................................................................. 112
(f) If the issuer intends to substantially increase the remuneration paid to its directors and
officers in the current year, appropriate information regarding thereto: ...................................... 112
(g) Any other benefit or facility provided to the above persons during the last accounting
year: ............................................................................................................................................. 112
CHAPTER (XI): OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES ....... 112
CHAPTER (XII): TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE
MEMORANDUM .............................................................................................................................. 113
CHAPTER (XIII): OWNERSHIP OF THE COMPANY’S SECURITIES........................................ 115
a) The names, addresses, BO ID Number of all shareholders of the company before IPO,
indicating the amount of securities owned and the percentage of the securities represented
by such ownership: ...................................................................................................................... 115
b) There shall also be a table showing the name and address, age, experience, BO ID
Number, TIN number, numbers of shares held including percentage, position held in
other companies of all the directors before the public issue: ....................................................... 119
c) The average cost of acquisition of equity shares by the directors certified by the auditors:........ 122
d) A detail description of capital built up in respect of shareholding (name-wise) of the
issuer’s sponsors or directors. In this connection, a statement to be included: - ......................... 123
e) Detail of shares issued by the company at a price lower than the issue price:............................. 126
f) History of significant (5% or more) changes in ownership of securities from inception: ........... 127
CHAPTER (XIV): CORPORATE GOVERNANCE ...................................................................... 128
a) Management disclosure regarding compliance with the requirements of Corporate
Governance Guidelines of the Bangladesh Securities and Exchange Commission (BSEC); ...... 128
b) A compliance report of Corporate Governance requirements certified by competent
authority; ...................................................................................................................................... 128
c) Details relating to the issuer's audit committee and remuneration committee, including
the names of committee members and a summary of the terms of reference under which
the committees operate. ............................................................................................................... 138
CHAPTER (XV): VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE
MANAGERS ...................................................................................................................................... 139
CHAPTER (XVI): DEBT SECURITIES ........................................................................................... 141
CHAPTER (XVII): PARTIES INVOLVED AND THEIR RESPONSIBILITIES ............................ 141
CHAPTER (XVIII): MATERIAL CONTRACTS ............................................................................. 141
CHAPTER (XIX): LITIGATIONS, FINE OR PENALTY ................................................................ 142
CHAPTER (XX): RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE
RISKS ................................................................................................................................................. 142
(i) Internal risk factors may include, among others: ......................................................................... 145
(ii) External risk factors may include among others: ......................................................................... 150
(iii) Other risks: ................................................................................................................................... 152
CHAPTER (XXI): DESCRIPTION OF THE ISSUE ......................................................................... 154
(a) Issue Size: Tk. 200,000,000.00 .................................................................................................... 154
(b) Number of securities to be issued; ............................................................................................... 154
Page: xi
(c)Authorized capital and paid-up capital; ....................................................................................... 154
(d)Face value, premium and offer price per unit of securities; ......................................................... 154
(e)Number of securities to be entitled for each category of applicants; ........................................... 154
(f)Holding structure of different classes of securities before and after the issue; ............................ 155
(g)Objective of the issue including financing requirements and feasibility in respect of
enhanced paid-up capital.............................................................................................................. 155
CHAPTER (XXII): USE OF PROCEEDS ......................................................................................... 159
(a) Use of net proceeds of the offer indicating the amount to be used for each purpose with
head-wise break-up; ..................................................................................................................... 159
(b) Utilization of the total amount of paid-up capital and share premium, if any, including the
sponsors’ contribution and capital raised of the issuer at the time of submission of
prospectus, in details with indication of use of such funds in the financial statements; .............. 171
(c) If one of the objects is an investment in a joint venture, a subsidiary, an associate or any
acquisition, details of the form of investment, nature of benefit expected to accrue to the
issuer as a result of the investment, brief description of business and financials of such
venture; ........................................................................................................................................ 171
(d) If IPO proceeds are not sufficient to complete the project, then source of additional fund
must be mentioned. In this connection, copies of contract to meet the additional funds are
required to be submitted to the Commission. The means and source of financing,
including details of bridge loan or other financial arrangement, which may be repaid from
the proceeds of the issue along with utilization of such funds;.................................................... 172
(e) A schedule mentioning the stages of implementation and utilization of funds received
through public offer in a tabular form, progress made so far, giving details of land
acquisition, civil works, installation of plant and machinery, the approximate date of
completion of the project and the projected date of full commercial operation etc. The
schedule shall be signed by the Chief Executive Officer or Managing Director, Chief
Financial Officer and Chairman on behalf of Board of Directors of the issuer; .......................... 172
(f) If there are contracts covering any of the activities of the issuer for which the proceeds of
sale of securities are to be used, such as contracts for the purchase of land or contracts for
the construction of buildings, the issuer shall disclose the terms of such contracts, and
copies of the contracts shall be enclosed as annexure to the prospectus; .................................... 172
(g) If one of the objects of the issue is utilization of the issue proceeds for working capital,
basis of estimation of working capital requirement along with the relevant assumptions,
reasons for raising additional working capital substantiating the same with relevant facts
and figures and also the reasons for financing short with long term investments and an
item-wise break-up of last three years working capital and next two years projection; .............. 172
(h) Where the issuer proposes to undertake one or more activities like diversification,
modernization, expansion, etc., the total project cost activity-wise or project-wise, as the
case may be; ................................................................................................................................. 173
(i) Where the issuer is implementing the project in a phased manner, the cost of each phase,
including the phases, if any, which have already been implemented; ......................................... 173
(j) The details of all existing or anticipated material transactions in relation to utilization of
the issue proceeds or project cost with sponsors, directors, key management personnel,
associates and group companies; ................................................................................................. 173
(k) Summary of the project appraisal or feasibility report by the relevant professionals not
connected with the issuer, issue manager and registrar to the issue with cost of the project
and means of finance, weaknesses and threats, if any, as given in the appraisal or
feasibility report. .......................................................................................................................... 173
Page: xii
CHAPTER (XXIII): LOCK-IN .......................................................................................................... 182
CHAPTER (XXIV): MARKETS FOR THE SECURITIES BEING OFFERED ............................... 185
CHAPTER (XXV): DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED 186
(a) Dividend, voting and preemption rights; ..................................................................................... 186
(b) Conversion and liquidation rights; ............................................................................................... 186
(c) Dividend policy; .......................................................................................................................... 186
(d) Other rights of the securities holders; .......................................................................................... 187
CHAPTER (XXVI): FINANCIAL STATEMENTS .......................................................................... 188
(a) The latest financial statements prepared and audited by any of the Commission’s panel of
auditors in adherence to the provisions of the Securities and Exchange Rules, 1987, the
†Kv¤úvwb AvBb, 1994, International Financial Reporting and Auditing Standards as adopted
in Bangladesh from time to time and any other law as applicable; ............................................. 188
(b) Information as is required under section 186 of the †Kv¤úvwb AvBb, 1994 relating to holding
company; ...................................................................................................................................... 219
(c) Selected ratios as specified in Annexure-D; ................................................................................ 220
(d) Auditors report under Section 135(1), Paragraph 24(1) of Part II of Schedule III of the
†Kv¤úvwb AvBb, 1994. The report shall include comparative income statements and balance
sheet and aforementioned ratios for immediate preceding five accounting years of the
issuer. If the issuer has been in commercial operation for less than five years, the above
mentioned inclusion and submission will have to be made for the period since
commercial operation; ................................................................................................................. 224
(e) Financial spread sheet analysis for the latest audited financial statements; ................................. 226
(f) Earnings Per Share (EPS) on fully diluted basis (with the total existing number of shares)
in addition to the weighted average number of shares basis. Future projected Net Income
should not be considered while calculating the weighted average EPS; ..................................... 229
(g) All extra-ordinary income or non-recurring income coming from other than core
operations should be shown separately while showing the Net Profit as well as the
Earnings Per Share; ...................................................................................................................... 229
(h) Quarterly or half-yearly EPS should not be annualized while calculating the EPS;.................... 229
(i) Net asset value (with and without considering revaluation surplus or reserve) per unit of
the securities being offered at the date of the latest audited statement of financial position. ...... 229
(j) The Commission may require the issuer to re-audit the audited financial statements, if
any deficiency or anomaly is found in the financial statements. In such a case, cost of
audit should be borne by the concerned issuer. ........................................................................... 229
(k) Following statements for the last five years or any shorter period of commercial operation
certified by the auditors: - ............................................................................................................ 230
(i) Statement of long term and short term borrowings including borrowing from
related party or connected persons with rate of interest and interest paid or accrued; . 230
(ii) Statement of principal terms of secured loans and assets on which charge have been
created against those loans with names of lenders, purpose, sanctioned amount, rate
of interest, primary security, collateral or other security, re-payment schedule and
status; ........................................................................................................................... 230
(iii) Statement of unsecured loans with terms and conditions; ........................................... 230
(iv) Statement of inventories showing amount of raw material, packing material, stock-
in-process and finished goods, consumable items, store and spares parts, inventory
of trading goods etc.; .................................................................................................... 231
Page: xiii
(v)
Statement of trade receivables showing receivable from related party and connected
persons; ........................................................................................................................ 231
(vi) Statement of any loan given by the issuer including loans to related party or
connected persons with rate of interest and interest realized and accrued; .................. 232
(vii) Statement of other income showing interest income, dividend income, discount
received, other non operating income; ......................................................................... 232
(viii) Statement of turnover showing separately in cash and through banking channel; ....... 233
(ix) Statement of related party transaction; ......................................................................... 233
(x) Reconciliation of business income shown in tax return with net income shown in
audited financial statements; ........................................................................................ 234
(xi) Confirmation that all receipts and payments of the issuer above Tk.5,00,000/- (five
lac) were made through banking channel;.................................................................... 234
(xii) Confirmation that Bank Statements of the issuer are in conformity with its books of
accounts;....................................................................................................................... 234
(xiii) Statement of payment status of TAX, VAT and other taxes or duties; and ................. 234
CHAPTER (XXVII): PUBLIC ISSUE APPLICATION PROCEDURE ........................................... 284
CHAPTER (XXVIII): OTHERS ........................................................................................................ 302
Page: xiv
CHAPTER (I): EXECUTIVE SUMMARY
(a) About the industry:
The Pharmaceutical sector is one of the most developed among the manufacturing
industries in Bangladesh although it is still small compared to other comparable sectors.
The increase in awareness about healthcare, higher income and increasing government
expenditure have resulted in higher demand for medicine.
The Drug Policy of 1982 has helped the industry grow by 65 times from BDT 1730
million to BDT 113 billion now, according to IMS report of 2014. In 2000 there were 173
active and licensed allopathic drug-manufacturing units in the country, while the figure
now stands at 300 now.
According to the Directorate General of Drug Administration (DGDA), there are
currently 200 active allopathic companies in Bangladesh. About 22,000 brands of drugs
are sold which cover 1500 types of medication. There are 1495 wholesale drug license
holders and about 37700 retail drug license holders. The industry meets 98% of the
demand for medication in the country and can be considered to be self-sufficient.
The sector employs 1,15,000 workers and between 2013 and 2014, the growth stood
around 11.37%. According to IMS Health, annual pharmaceutical sales in the local
market may reach BDT 160 billion within 2018.
Source: http://www.lightcastlebd.com/blog/2015/12/market-insight-how-the-bangladesh-
pharmaceutical-sector-is-performing-in-2015
Page: 1
(c) Financial Information:
Page: 2
(e) Legal and other Information:
Name of
SL Certificate/license/Registration/ License Issuer/Issuing Authority Certificate/License No. Expiry Date Remarks
NOC
Private Limited Company dated
1 Incorporation RJSC N/A -
June18, 2014 & C-116665/14
Incorporated as
Certificate of Commencement of
2 RJSC N/A N/A a private Ltd.
Business company
3 Trade License Barisal City Corporation 01473 30-06-18 -
4 TIN Certificate National Board of Revenue 681332543219 N/A -
Customs, Excise & VAT
5 VAT Reg. No. 15101029766 - -
Commissioner ate, Barisal
Controller of Import & Export,
6 Import Registration Certificate BA- 22 27040 30-06-18 -
Government of Bangladesh
7 Drugs License Drug Administration of Bangladesh 13 25-06-18 -
Bangladesh Fire Services and Civil
8 Fire License Bari/1439/99 30-06-18 -
Defense
Environment Clearance
9 Department of Environment 316/2005/682 23-08-18 -
Certificate
Factory and Organization Inspection
10 Factory License 116/Bari 30-06-18 -
Authority, Barisal
The Barisal Chamber of Commerce &
11 BCCI 159 30-06-18 -
Industry
12 ISO 9001:2008 Bureau of Assessment Services 010160003 15-09-18 -
Bangladesh Association of
13 BAPI BASS/MD-2018/68 31-12-18 -
Pharmaceutical Industries
14 Acid License Barisal District Administrator 10/2004 30-06-18 -
Narcotics Control Bureau of
15 Madok License 01/2009/2013 30-06-18 -
Bangladesh
Page: 3
(f) Promoters’ background:
When the Company was incorporated, following persons were the subscribers to the
memorandum:
A F M Anowarul Huq
AFM Anowarul Huq, S/O- Late Azizul Huq, Address: 729, College Road, Barisal
Sadar, Barisal-8200. He completed B. Sc, M.Sc. (Chemistry) and LLB degree from
National University. Mr. A F M Anowarul Huq is the Managing Director of Indo-
Bangla Pharmaceuticals Ltd. and he has 19 years of Professional experience on
Pharmaceuticals. He is also member of Barisal Chamber of Commerce.
Aysha Siddika
Ayesh Siddika, W/O- AFM Anowarul Huq, Address: 729, College Road, Barisal Sadar,
Barisal-8200. She was the former Chairman of Indo-Bangla Pharmaceuticals Ltd. She
completed M.A and engaged with Business with her husband as a promoter.
Aziza Yeasmin
Aziza Yeasmin, W/O- Khandakar Mustafizur Rahman, Address: Police Line Sharak,
Maitha, Barguna-8700. She is the Chairman of Indo-Bangla Pharmaceuticals Ltd. She
completed Bachelor of Arts degree from National University.
Hafiza Yeasmin
Hafiza Yeasmin, W/O- Md. Moniruzzaman, Address: Kazi Para, Begumgonj,
Noakhali. She completed PHD on Rural People Development from University of
Copenhagen (Denmark) dated August 06, 2011. After coming back from Denmark, she
involved in Indo-Bangla Pharmaceuticals Ltd. as Director.
Md. Amin-Ur-Rashid
Md. Amin-Ur-Rashid, S/O- Late Harun-Ur- Rashid, Address: Akon Bari, 453, West
Chandkathi, Jhalokathi. He completed his B. Sc (Botani), M.Sc., MBA, L.L.B from
National University. In 2001, he started his business carrier and involved with Indo-
Bangla Pharmaceuticals Limited. He has 17 years of professional experience of
Pharmaceutical manufacturing industry.
Page: 4
(g) Capital structure and history of capital raising:
Page: 5
CHAPTER (II): CONDITIONS IMPOSED BY THE COMMISSION IN THE
CONSENT LETTER
As per provisions of the Depository Act, 1999 and regulations made there under, share of the
Company will be issued in dematerialized form only and for this purpose Indo-Bangla
Pharmaceuticals Limited will sign an agreement with the Central Depository Bangladesh
Limited (CDBL). Therefore, all transfers, transmissions, splitting or conversions will take place
on the Central Depository Bangladesh Limited system and any further issuance of shares
(including rights and bonus) will also be issued in dematerialized form only.
PART–A
1. The Company shall go for Initial Public Offer (IPO) for 2,00,00,000 ordinary shares of Tk.
10.00 each at par totaling to Tk. 20,00,00,000.00 (Taka Twenty Crore) only following the
Securities and Exchange Ordinance, 1969, the Bangladesh Securities and Exchange
Commission (Public Issue) Rules, 2015, the Depository Act, 1999 and rules 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 2 (two) working days of issuance of this consent letter. The issuer shall post the full
prospectus, vetted by Commission, in the issuer’s website and shall also put on the websites
of the Commission, stock exchanges, and the issue manager, within 3 (three) 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 the Commission, the stock exchanges and the
issue manager a diskette containing the text of the vetted prospectus in “MS -Word”
format.
3. The company shall submit 40 (Forty) copies of the printed prospectus to the Commission
for official record within 5 (Five) working days from the date of publication of the
abridged version of the prospectus in the newspaper.
4. The issuer company and the issue manager shall ensure transmission of the prospectus and
its abridged version for NRBs through email to the Bangladesh Embassies and Missions
abroad within 5 (Five) working days from the date of publication of the abridged version
of the prospectus in the newspaper. A compliance report shall be submitted in this respect
to the Commission jointly by the issuer and the Issue Manager within 2 (Two) working
days from the date of said transmission of the prospectus.
5. The following declaration shall be made by the company in the prospectus, namely: -
None of the stock exchange(s), if for any reason, grants listing within 75 (Seventy Five)
days from the closure of subscription, any allotment in terms of this prospectus shall be
void and the company shall refund the subscription money within 15 (Fifteen) days from
the date of refusal for listing by the stock exchanges, or from the date of expiry of the said
75 (Seventy Five) days, as the case may be.
Page: 6
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) 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.”
6. All applicants shall apply for minimum market lot of 500 shares worth Taka 5,000/- (Taka
five thousand only) or its multiples.
7. The IPO shall stand cancelled in case of under-subscription in any category above 35%. In
such an event, the issuer and issue manger shall inform the Commission within 2 (two)
working days and release the subscription money within 10 (ten) working days after
receiving verification report from CDBL and the information from exchanges regarding
subscription.
8. 20% of the securities reserved for other general public shall be reserved for ¶wZMÖ¯’ ¶z`ª
wewb‡qvMKvix. In case of under-subscription under any of sub-categories of eligible
investor’s category or general public category, the unsubscribed portion shall be added
to other sub-category of the same category. In case of over subscription in the general
public category, the issuer and the issue manager shall jointly conduct an open lottery.
In case of over subscription in the eligible investor’s category, securities shall be
allotted on pro-rata basis. No eligible investors shall apply for more than 2% (two
percent) of the total securities reserved for the other eligible investors.
9. 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 submits 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.
10. 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.
11. Making of any false statement in the application or supplying of incorrect information
therein or suppressing any relevant information in the application shall make the
application liable to rejection and subject to forfeiture of 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.
12. 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.
13. Shares not allotted at the time of according this consent, but allotted after listing, in favor
of sponsors, directors or shareholders having 10% or more shares, other than alternative
investment funds, through stock dividends, shall be subject to a lock-in period of 02(two)
years from the date of issuance of the prospectus.
Page: 7
14. If any share of Sponsors/Directors/Promoters is in paper format, it shall be handed
over to securities custodian registered with the Commission and shall remain held till
completion of lock-in period and the name of the securities custodian shall be furnished
to the Commission jointly by the issuer and issue manager, along with a confirmation
thereof from the custodian, within one week of listing of the shares with the stock
exchange(s). Or they (shares of Sponsors/ Directors/ Promoters) can be demated and
shall remain in lock-in under CDBL system and issuer shall submit a dematerialization
confirmation report generated by CDBL and attested by Managing Director of the
company along with the lock-in confirmation to the Commission 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 the Commission.
15. The company shall not declare any dividend/bonus shares before listing of its capital
with any Exchange from the date of this consent for raising of capital.
16. The company shall not engage itself into any merger/amalgamation or acquisition
activities without taking “No Objection” from the Commission, on the scheme of the
said merger/amalgamation or acquisition, as recommended by the Board of Directors,
before approval by the shareholders in General Meeting.
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 subscription closing date), which shall be the 25th (twenty fifth)
working day from the date of publication of abridged version of prospectus.
Page: 8
c. Eligible investors shall submit application through the electronic subscription system of
the exchange(s) and deposit the full amount intended to subscribe by the method as
determined by the exchange(s).
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;
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.
7. On the next working day, the Exchanges shall provide the Issuer with the information
received from the Stockbroker/Merchant Bankers, the drafts and certificates submitted by
Non-resident Bangladeshi (NRB) and Foreign applicants and the list containing the draft
information. 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 and websites of the Exchanges. CDBL
shall verify the BOIDs as to whether the BO accounts of the applicants are active or not.
Page: 9
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 Exchanges
within 10 (ten) working days from the date of receiving information from the 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 Exchanges, if do not receive any observation from the Commission or the
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 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 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 Commission and Exchanges 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 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, 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 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;
16. On the next working day of receiving the documents from the Exchanges, the
Stockbrokers/Merchant Banker shall request its banker to:
a) release the amount blocked for unsuccessful (other than NRB and foreign) applicants;
Page: 10
b) remit the aggregate amount of successful applicants and the penalty amount of
unsuccessful applicants (other than NRB and foreign) who are subject to penal
provisions to the respective ‘Escrow’ accounts of the Issuer opened for subscription
purpose.
17. 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.
18. Simultaneously, the stockbrokers/Merchant Bankers shall release the application money
blocked in the customer accounts; inform the successful applicants about allotment of
securities and the unsuccessful applicants about releasing their blocked amounts and send
documents to the Exchange evidencing details of the remittances made to the respective
‘Escrow’ accounts of the Issuer. 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.
19. All drafts submitted by NRB or Foreign applicants shall be deposited in the Issuer’s
respective ‘Escrow’ accounts and refund shall be made by the Issuer by refund warrants
through concerned stockbroker or merchant banker or transfer to the applicant’s bank
account (FC account which has been debited to apply by NRB or foreign applicants)
through banking channel within 10 (ten) working days from the date of lottery.
Miscellaneous:
20. The Issuer, Issue Manager, Stockbrokers and Merchant Bankers shall ensure compliance of
the above.
21. The bank drafts (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank
Ltd. on the date of publication of abridged version of prospectus.
22. 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.
23. The Issuer shall pay the costs related to data transmission, if claimed by the Exchange
concerned up to an amount of Tk.2,00,000.00 (taka two lac) for a public issue.
24. The Stockbroker/Merchant Bankers shall be entitled to a service charge of Tk.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.
25. The Stockbroker/Merchant Banker shall provide the Issuer with a statement of the
remittance and drafts sent.
26. 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.
27. The concerned Exchange are authorized to settle any complaints and take necessary
actions against any Stockbroker/Merchant Banker in case of violation of any provision of
the public issue application process with intimation to the Commission.
Page: 11
PART–C
1. The issue manager shall carefully examine and compare the published prospectus and its
abridged version on the date of publication with the copies vetted by the Commission. If
any discrepancy 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 the Commission and the stock exchanges concerned. In this regard, the
issue manager shall submit a compliance report to the Commission within 5 working days
from the date of such publications.
2. The fund collected through Public Offering shall not be utilized prior to listing with
Exchange(s) 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.
3. 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 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. The issuer shall simultaneously post the status report in its websites of the
Exchanges. 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.
4. While auditing the utilization of IPO proceeds, the auditors will perform their jobs under
the following terms of reference (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 condition (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 published prospectus;
(d) Whether utilization of IPO proceeds is accurate and for the purpose of the company as
mentioned/specified in the published prospectus; and
(e) The auditors should also confirm that:(i) assets have been
procured/imported/constructed maintaining proper/required procedure as well as at
reasonable price; and (ii) auditors’ report has been made on verification of all necessary
documents/papers/vouchers in support of IPO proceeds making reconciliation with
Bank Statement.
5. All transactions, excluding petty cash expenses, shall be effected by crossed cheques or
bank transfers.
6. Proceeds of the public offering shall not be transferred to any other bank account before
listing with the Exchange(s). The proceeds shall not be used for any purpose other than
those specified in the prospectus without any valid ground. Any deviation in respect of
time or purpose of utilization must have prior approval of the shareholders in the general
meeting and if approved by the shareholders, the meeting resolution shall be submitted to
the Commission and the Exchanges along with reasonable explanations.
Page: 12
7. 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 Rules 13 of the Securities and Exchange Rules, 1987.
8. In the event of arising issues concerning Price Sensitive Information as defined under the
wmwKDwiwUR I G·‡PÄ Kwgkb (myweav‡fvMx e¨emv wbwl×KiY) wewagvjv 1995 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.
PART–D
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) and any further issuance of
shares (Including rights/bonus) will be made in dematerialized form only.
2. The issuer and the issue manager shall ensure due compliance of all the above conditions,
the ‘Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015’ and the
listing regulations of the exchanges.
3. 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.
Page: 13
CHAPTER (III): DECLARATION AND DUE DILIGENCE CERTIFICATES
Annexure-A
[Rule 4 (1)(d)]
This prospectus has been prepared, seen and approved by us, and we, individually and
collectively, accept full responsibility for the authenticity, accuracy and adequacy of the
statements made, information given in the prospectus, documents, financial statements, exhibits,
annexes, papers submitted to the Commission in support thereof, and confirm, after making all
reasonable inquiries that all conditions concerning this public issue and prospectus have been
met and that there are no other information or documents, the omission of which make any
information or statements therein misleading for which the Commission may take any civil,
criminal or administrative actions against any or all of us as it may deem fit.
We also confirm that full and fair disclosures have been made in this prospectus to enable the
investors to make a well-informed decision for investment.
Sd/- Sd/-
Aziza Yeasmin A F M Anowarul Huq
Chairman Managing Director & Director
Sd/- Sd/-
Hafiza Yeasmin Md. Amin-Ur-Rashid
Director Director
Sd/- Sd/-
Sayeda Huq Fatima Parvin
Director Director
Sd/- Sd/-
Mst. Shahanaz Akter Md. Mizanur Rahman
Director Director
Sd/- Sd/-
Investment Corporation of Bangladesh
S.M. Harun Or Rashid
Represented by Md. Golam Rabbani
Director Independent Director
Sd/- Sd/-
Md. Monirujjaman Md. Firoz Khan
Independent Director Independent Director
Page: 14
Annexure-B
[Rule 4 (1)(d)]
To
The Bangladesh Securities and Exchange Commission
Dear Sir,
We, the issue manager to the above-mentioned forthcoming issue, state and confirm as follows:
(1) We have examined all the documents submitted with the application for the above
mentioned public issue, visited the premises of the issuer and interviewed the Chairperson,
Directors and key management personnel of the issuer in connection with the finalization of
the prospectus pertaining to the said issue;
(2) On the basis of such examination and the discussions with the directors, officers and auditors
of the issuer, other agencies, independent verification of the statements concerning objects of
the issue and the contents of the documents and other materials furnished by the issuer.
WE CONFIRM THAT:
(a) The prospectus filed with the Commission is in conformity with the documents, materials
and papers relevant to the issue;
(b) All the legal requirements relating to the issue as also in the rules, notification, guidelines,
instructions, etc. framed/issued by the Commission, other competent authorities in this
behalf and the Government have been duly complied with;
(c) The disclosures made in prospectus are true, fair and adequate to enable the investors to
make a well informed decision for investment in the proposed issue and such disclosures are
in accordance with the requirements of the Companies Act, 1994, the Bangladesh Securities
and Exchange Commission (Public Issue) Rules, 2015 and other applicable laws;
(d) Besides ourselves, all the intermediaries named in the prospectus are registered with the
Commission and that till date such registrations are valid;
(e) We have satisfied ourselves about the capability of the underwriters to fulfill their
underwriting commitments;
(f) The proposed activities of the issuer for which the funds are being raised in the present issue
fall within the ‘main objects’ listed in the object clause of the Memorandum of Association
or other charter of the issuer and that the activities which have been carried out till now are
valid in terms of the object clause of its Memorandum of Association;
Page: 15
(g) Necessary arrangements have been made to ensure that the moneys to be received pursuant
to the issue shall be kept in a separate bank account and shall be used for the purposes
disclosed in the use of proceeds section of the prospectus;
(h) All the applicable disclosures mandated in the Bangladesh Securities and Exchange
Commission (Public Issue) Rules, 2015 have been made in addition to other disclosures
which, in our view, are fair and adequate to enable the investor to make a well-informed
decision;
(i) We enclose a note explaining how the process of due diligence has been exercised by us in
view of the nature of current business background or the issuer, situation at which the
proposed business stands, the risk factors, sponsors experiences etc. We also confirm that the
due diligence related process, documents and approval memos shall be kept in record by us
for the next 5 (five) years after the IPO for any further inspection by the Commission;
(j) We enclose a checklist confirming rule-wise compliance with the applicable provisions of the
Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 containing
details such as the rule number, its text, the status of compliance, page numbers of the
prospectus where the rules has been complied with and our comments, if any;
Page: 16
(k) We also declare that we have managed the public issue of following issuers in the last 05 (five) years:
Sd/-
Mahbub H. Mazumdar FCMA
Place: Dhaka Chief Executive
Date: June 20, 2017 AFC Capital Limited
Page: 17
Annexure-B
[Rule 4 (1)(d)]
To
Dear Sir,
We, the issue manager to the above-mentioned forthcoming issue, state and confirm as follows:
(1) We have examined all the documents submitted with the application for the above
mentioned public issue, visited the premises of the issuer and interviewed the Chairperson,
Directors and key management personnel of the issuer in connection with the finalization of
the prospectus pertaining to the said issue;
(2) On the basis of such examination and the discussions with the directors, officers and auditors
of the issuer, other agencies, independent verification of the statements concerning objects of
the issue and the contents of the documents and other materials furnished by the issuer.
WE CONFIRM THAT:
(a) The prospectus filed with the Commission is in conformity with the documents, materials
and papers relevant to the issue;
(b) All the legal requirements relating to the issue as also in the rules, notification, guidelines,
instructions, etc. framed/issued by the Commission, other competent authorities in this
behalf and the Government have been duly complied with;
(c) The disclosures made in prospectus are true, fair and adequate to enable the investors to
make a well-informed decision for investment in the proposed issue and such disclosures are
in accordance with the requirements of the Companies Act, 1994, the Bangladesh Securities
and Exchange Commission (Public Issue) Rules, 2015 and other applicable laws;
(d) Besides ourselves, all the intermediaries named in the prospectus are registered with the
Commission and that till date such registrations are valid;
(e) We have satisfied ourselves about the capability of the underwriters to fulfill their
underwriting commitments;
(f) The proposed activities of the issuer for which the funds are being raised in the present issue
fall within the ‘main objects’ listed in the object clause of the Memorandum of Association
or other charter of the issuer and that the activities which have been carried out till now are
valid in terms of the object clause of its Memorandum of Association;
(g) Necessary arrangements have been made to ensure that the moneys to be received pursuant
to the issue shall be kept in a separate bank account and shall be used for the purposes
disclosed in the use of proceeds section of the prospectus;
Page: 18
(h) All the applicable disclosures mandated in the Bangladesh Securities and Exchange
Commission (Public Issue) Rules, 2015 have been made in addition to other disclosures
which, in our view, are fair and adequate to enable the investor to make a well informed
decision;
(i) We enclose a note explaining how the process of due diligence has been exercised by us in
view of the nature of current business background or the issuer, situation at which the
proposed business stands, the risk factors, sponsors experiences etc. We also confirm that the
due diligence related process, documents and approval memos shall be kept in record by us
for the next 5 (five) years after the IPO for any further inspection by the Commission;
(j) We enclose a checklist confirming rule-wise compliance with the applicable provisions of the
Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 containing
details such as the rule number, its text, the status of compliance, page numbers of the
prospectus where the rules has been complied with and our comments, if any;
(k) We also declare that we have managed the public issue of following issuers in the last 05
(five) years:
Sd/-
Moinul Hossain Asif
Place: Dhaka Managing Director
Date: June 20, 2017 EBL Investments Limited
Page: 19
Annexure-B
[Rule 4 (1)(d)]
To
The Bangladesh Securities and Exchange Commission
Dear Sir,
We, the issue manager to the above-mentioned forthcoming issue, state and confirm as follows:
(1) We have examined all the documents submitted with the application for the above
mentioned public issue, visited the premises of the issuer and interviewed the Chairperson,
Directors and key management personnel of the issuer in connection with the finalization of
the prospectus pertaining to the said issue;
(2) On the basis of such examination and the discussions with the directors, officers and auditors
of the issuer, other agencies, independent verification of the statements concerning objects of
the issue and the contents of the documents and other materials furnished by the issuer.
WE CONFIRM THAT:
(a) The prospectus filed with the Commission is in conformity with the documents, materials
and papers relevant to the issue;
(b) All the legal requirements relating to the issue as also in the rules, notification, guidelines,
instructions, etc. framed/issued by the Commission, other competent authorities in this
behalf and the Government have been duly complied with;
(c) The disclosures made in prospectus are true, fair and adequate to enable the investors to
make a well informed decision for investment in the proposed issue and such disclosures are
in accordance with the requirements of the Companies Act, 1994, the Bangladesh Securities
and Exchange Commission (Public Issue) Rules, 2015 and other applicable laws;
(d) Besides ourselves, all the intermediaries named in the prospectus are registered with the
Commission and that till date such registrations are valid;
(e) We have satisfied ourselves about the capability of the underwriters to fulfill their
underwriting commitments;
(f) The proposed activities of the issuer for which the funds are being raised in the present issue
fall within the ‘main objects’ listed in the object clause of the Memorandum of Association
or other charter of the issuer and that the activities which have been carried out till now are
valid in terms of the object clause of its Memorandum of Association;
Page: 20
(g) Necessary arrangements have been made to ensure that the moneys to be received pursuant
to the issue shall be kept in a separate bank account and shall be used for the purposes
disclosed in the use of proceeds section of the prospectus;
(h) All the applicable disclosures mandated in the Bangladesh Securities and Exchange
Commission (Public Issue) Rules, 2015 have been made in addition to other disclosures
which, in our view, are fair and adequate to enable the investor to make a well-informed
decision;
(i) We enclose a note explaining how the process of due diligence has been exercised by us in
view of the nature of current business background or the issuer, situation at which the
proposed business stands, the risk factors, sponsors experiences etc. We also confirm that the
due diligence related process, documents and approval memos shall be kept in record by us
for the next 5 (five) years after the IPO for any further inspection by the Commission;
(j) We enclose a checklist confirming rule-wise compliance with the applicable provisions of the
Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 containing
details such as the rule number, its text, the status of compliance, page numbers of the
prospectus where the rules has been complied with and our comments, if any;
(k) We also declare that we have managed the public issue of following issuers in the last 05
(five) years:
Sd/-
Tania Sharmin Place: Dhaka
Managing Director & CEO Date: June 20, 2017
CAPM Advisory Limited
Page: 21
Annexure-C
[Rule 4 (1)(d)]
To
Dear Sir,
(1) We, while underwriting the above-mentioned issue on a firm commitment basis, have
examined the draft prospectus, other documents and materials as relevant to our
underwriting decision; and
(2) On the basis of such examination and the discussions with the issuer company, its directors
and officers, and other agencies, 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) We are registered with the Bangladesh Securities and Exchange Commission as a merchant
banker and eligible to carry out the underwriting activities. Our present paid-up capital
stands at Tk. 130,000,000.00 (Thirteen Crore only) and we have the capacity to underwrite a
total amount of Tk. 650,000,000.00 (Sixty-Five Crore) as per relevant legal requirements. We
have committed to underwrite for up to Tk. 17,500,000.00 (One Crore Seventy Five Lac) for
the upcoming issue.
(b) At present, the following underwriting obligations are pending for us: (Name of issue and
amount underwritten)
Page: 22
(c) All information as are relevant to our underwriting decision have been received by us and
the draft prospectus forwarded to the Commission has been approved by us;
(d) We shall subscribe and take up the un-subscribed securities against the above-mentioned
public issue within 15 (fifteen) days of calling up thereof by the issuer; and
Sd/-
Mahbub H. Mazumdar FCMA
Chief Executive
AFC Capital Limited
Place: Dhaka
Date: September 25, 2016
Page: 23
Annexure-C
[Rule 4 (1)(d)]
To
Dear Sir,
(1) We, while underwriting the above mentioned issue on a firm commitment basis, have
examined the draft prospectus, other documents and materials as relevant to our
underwriting decision; and
(2) On the basis of such examination and the discussions with the issuer company, its directors
and officers, and other agencies, 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) We are registered with the Bangladesh Securities and Exchange Commission as a merchant
banker and eligible to carry out the underwriting activities. Our present paid-up capital
stands at Tk. 300,000,000.00 (Three Hundred million only) and we have the capacity to
underwrite a total amount of Tk. 1,500,000,000.00 (Fifteen Hundred Million) as per relevant
legal requirements. We have committed to underwrite for up to Tk. 17,500,000.00
(Seventeen point Five Million) for the upcoming issue.
(b) At present, the following underwriting obligations are pending for us: (Name of issue and
amount underwritten)
Page: 24
(c) All information as are relevant to our underwriting decision have been received by us and
the draft prospectus forwarded to the Commission has been approved by us;
(d) We shall subscribe and take up the un-subscribed securities against the above-mentioned
public issue within 15 (fifteen) days of calling up thereof by the issuer; and
Sd/-
Moinul Hossain Asif
Managing Director
EBL Investments Limited
Place: Dhaka
Date: September 25, 2016
Page: 25
Annexure-C
[Rule 4 (1)(d)]
To
Dear Sir,
(1) We, while underwriting the above mentioned issue on a firm commitment basis, have
examined the draft prospectus, other documents and materials as relevant to our
underwriting decision; and
(2) On the basis of such examination and the discussions with the issuer company, its directors
and officers, and other agencies, 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) We are registered with the Bangladesh Securities and Exchange Commission as a merchant
banker and eligible to carry out the underwriting activities. Our present paid-up capital
stands at Tk. 2,000,000,000.00 (Two Hundred crores only) and we have the capacity to
underwrite a total amount of Tk. 10,000,000,000.00 (One Thousand crores only) as per
relevant legal requirements. We have committed to underwrite for up to Tk. 17,500,000.00
(Seventeen point Five Million) for the upcoming issue.
(b) At present, the following underwriting obligations are pending for us: (Name of issue and
amount underwritten)
Page: 26
(c) All information as are relevant to our underwriting decision have been received by us and
the draft prospectus forwarded to the Commission has been approved by us;
(d) We shall subscribe and take up the un-subscribed securities against the above-mentioned
public issue within 15 (fifteen) days of calling up thereof by the issuer; and
Sd/-
Dina Ahsan
Chief Executive Officer
Janata Capital and Investment Limited
Place: Dhaka
Date: October 18, 2016
Page: 27
Annexure-C
[Rule 4 (1)(d)]
To
Dear Sir,
(1) We, while underwriting the above mentioned issue on a firm commitment basis, have
examined the draft prospectus, other documents and materials as relevant to our
underwriting decision; and
(2) On the basis of such examination and the discussions with the issuer company, its directors
and officers, and other agencies, 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) We are registered with the Bangladesh Securities and Exchange Commission as a merchant
banker and eligible to carry out the underwriting activities. Our present paid-up capital
stands at Tk. 250,000,000.00 (Twenty-five corers only) and we have the capacity to
underwrite a total amount of Tk. 1,250,000,000.00 (One Hundred twenty-five corers only) as
per relevant legal requirements. We have committed to underwrite for up to Tk.
17,500,000.00 (Seventeen point Five Million) for the upcoming issue.
(b) At present, the following underwriting obligations are pending for us: (Name of issue and
amount underwritten)
Page: 28
(c) All information as are relevant to our underwriting decision have been received by us and
the draft prospectus forwarded to the Commission has been approved by us;
(d) We shall subscribe and take up the un-subscribed securities against the above-mentioned
public issue within 15 (fifteen) days of calling up thereof by the issuer; and
Sd/-
Kamrun Naher
Chief Executive Officer (CC)
NBL Capital and Equity Management Limited
Place: Dhaka
Date: October 18, 2016
Page: 29
CHAPTER (IV): ABOUT THE ISSUER
(a) Name of the issuer, dates of incorporation and commencement of its commercial
operations, its logo, addresses of its registered office, other offices and plants, telephone
number, fax number, contact person, website address and e-mail address;
Particulars Description
Name of the Issuer : Indo-Bangla Pharmaceuticals Limited (IBPL)
Dates of Incorporation : 18-Jun-14
Commencement of its Commercial
: 18-Jun-14
Operations
Logo :
Sponsors:
Sl. No. Sponsors’ Name
1 A F M Anowarul Huq
2 Aysha Siddika
3 Aziza Yeasmin
4 Hafiza Yeasmin
5 Md. Bellal Khan
6 Md. Amin-Ur-Rashid
Directors:
Sl. No. Directors’ Name Position
1 Aziza Yeasmin Chairman
2 A F M Anowarul Huq Managing Director
3 Hafiza Yeasmin Director
4 Md. Amin-Ur-Rashid Director
5 Sayeda Huq Director
6 Fatima Parvin Director
Page: 30
7 Mst. Shahanaz Akter Director
8 Md. Mizanur Rahman Director
Investment Corporation of Bangladesh
9 Director
Represented by Md. Golam Rabbani
10 S.M. Harun Or Rashid Independent Director
11 Md. Monirujjaman Independent Director
12 Md. Firoz Khan Independent Director
(c) The name, logo and address of the auditors and registrar to the issue along with their
telephone numbers, fax numbers, contact persons, website and e-mail addresses:
Particulars of Auditor
Particulars Description
Mahfel Huq & Co.
Name :
Chartered Accountants
Logo :
(d) The name(s) of the stock exchanges where the specified securities are proposed to be
listed.
Page: 31
CHAPTER (V): CORPORATE DIRECTORY OF THE ISSUER
Company Logo :
Page: 32
CHAPTER (VI): DESCRIPTION OF THE ISSUER
(a) Summary:
(i) The summary of the industry and business environment of the issuer. The summary
shall not be one-sided or biased to highlight the issuer or the issue;
The sector employs 1,15,000 workers and between 2013 and 2014, the growth stood
around 11.37%. According to IMS Health, annual pharmaceutical sales in the local
market may reach BDT 160 billion within 2018.
The industry is also exporting abroad. The growth in exports has averaged over 10%
from 2010 to 2014. In 2015, the exports were over $ 41.17 million. Pharmaceutical
companies are trying to export to regulated, unregulated and moderately regulated
markets. The domestic market is highly concentrated and competitive. The local
manufacturers dominate the industry capturing market share of 90%. While the
multinationals cater to the remaining demand.
Source: http://www.lightcastlebd.com/blog/2015/12/market-insight-how-the-bangladesh-
pharmaceutical-sector-is-performing-in-2015
Business environment:
On June 18, 2014, the Company had been incorporated under the Company Act, 1994
vide registration no. C-116665/14 as private limited company. The Company has started
its commercial operation on June 18, 2014. Subsequently the Company has been
converted to public limited company on October 21, 2014. The factory of the Company
is located at 729, College Road, Barisal Sadar, Barisal-8200, Bangladesh and its corporate
office at Plot No. # 183 (6th Floor), Block # B, Ahmed Akbar Sobhan Road,
Bashundhara R/A, Baridhara, Dhaka-1229.
Page: 33
(b) General Information:
(i) Name and address, telephone and fax numbers of the registered office, corporate
head office, other offices, factory, business premises and outlets of the issuer;
Particulars Description
Name Indo-Bangla Pharmaceuticals Limited (IBPL)
Factory & Registered Office Address 729, College Road, Barisal Sadar, Barisal-8200.
Telephone and Fax Numbers of the Tel: +88-04-3161028
Factory Fax: +88-04-312174977
Plot No. # 183 (6th Floor), Block # B, Ahmed
Corporate Office Akbar Sobhan Road, Bashundhara R/A, Baridhara,
Dhaka-1229.
Other Offices, Business Premises N/A
Outlets of the Issuer The Company has no outlets.
Page: 34
(iii) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the chairman, managing director, whole time directors,
etc. of the issuer;
Sl. Name & Address Telephone and Fax No. & E-mail Address
Name: Aziza Yeasmin Tel: +88-04-3161028
1 Position: Chairman Fax: +88-04-312174977
Address: Police Line Sharak, Maitha, Barguna-8700. Email: [email protected]
Name: A F M Anowarul Huq Tel: +88-04-3161028
2 Position: Managing Director Fax: +88-04-312174977
Address: 729, College Road, Barisal Sadar, Barisal-8200 Email: [email protected]
Name: Hafiza Yeasmin Tel: +88-04-3161028
3 Position: Director Fax: +88-04-312174977
Address: Kazi Para, Begumgonj, Noakhali. Email: [email protected]
Name: Md. Amin-Ur-Rashid Tel: +88-04-3161028
4 Position: Director Fax: +88-04-312174977
Address: Akon Bari, 453, West Chandkathi, Jhalokathi Email: [email protected]
Name: Sayeda Huq Tel: +88-04-3161028
5 Position: Director Fax: +88-04-312174977
Address: 729, College Road, Barisal Sadar, Barisal-8200 Email: [email protected]
Name: Fatima Parvin Tel: +88-04-3161028
6 Position: Director Fax: +88-04-312174977
Address: House-Chaprashi Bari, Road-Gohorpur, Haritana, Barguna Email: [email protected]
Name: Mst. Shahanaz Akter Tel: +88-04-3161028
7 Position: Director Fax: +88-04-312174977
Address: Vill-Vodrashon, Po-Minar Bari, Bandar, Narayangonj Email: [email protected]
Name: Md. Mizanur Rahman Tel: +88-04-3161028
8 Position: Director Fax: +88-04-312174977
Address: Vill: Shibpasha, Post: Raipasha, Thana: Korapur, Dist.: Barisal Email: [email protected]
Investment Corporation of Bangladesh
Name: Tel: +88-04-3161028
Represented by Md. Golam Rabbani
9
Position: Director Fax: +88-04-312174977
Address: 8, Rajuk Avenue, BDBL Bhaban (Level 14-17) Dhaka-1000 Email: [email protected]
Page: 35
Name: S.M. Harun Or Rashid Tel: +88-04-3161028
10 Position: Independent Director Fax: +88-04-312174977
Address: House No. # 15 (Ground Floor), Road No. # 14, Block # D, Pallabi, Mirpur-12, Dhaka–1216 Email: [email protected]
Name: Md. Monirujjaman Tel: +88-04-3161028
11 Position: Independent Director Fax: +88-04-312174977
Address: South Patharghata, Patharghata-8720, Barguna Email: [email protected]
Name: Md. Firoz Khan Tel: +88-04-3161028
12 Position: Independent Director Fax: +88-04-312174977
Address: Post: Anail Bania, Thana: Kathalia, Dist.: Jhalokati. Email: [email protected]
(iv) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the CFO, company secretary, legal advisor, auditors and
compliance officer;
Sl. Name & Address Telephone and Fax No. & E-mail Address
Md. Faruque Hossain
Tel: +88-09678777995
Chief Financial Officer & Compliance Officer
1 Fax: +88-09678777995 (Ext-101)
Plot No. # 183 (6th Floor), Block # B, Ahmed Akbar Sobhan Road,
E-mail: [email protected]
Bashundhara R/A, Baridhara, Dhaka-1229.
Md. Shamem Gazi Tel: +88-09678777995
Company Secretary Fax: +88-09678777995 (Ext-101)
2
Plot No. # 183 (6th Floor), Block # B, Ahmed Akbar Sobhan Road,
E-mail: [email protected]
Bashundhara R/A, Baridhara, Dhaka-1229.
Md. Atikur Rahman Riaz
Cell: +88-01711174525
Legal Advisor
3 Fax: *
Room No. # 3020 (2nd Floor Annex) Supreme Court Bar Association, Shahbagh,
E-mail: [email protected]
Dhaka
Mahfel Huq & Co. Tel: +88-02-9553143, +88-02-9581786
4 Chartered Accountants Fax: +88-02-9571005
BGIC Tower (4th Floor), 34, Topkhana Road Dhaka-1000. E-mail: [email protected]
Page: 36
v) Names, addresses, telephone numbers, fax numbers, contact person, website
addresses and e-mail addresses of the issue manager(s), registrar to the issue etc;
Telephone & Fax Number,
Name & Address Contact Person
E-mail, Web Address
AFC Capital Limited Tel: +88-02-8392371
Saiham Sky View Tower Fax: +88-02-8392372 Mahbub H. Mazumdar FCMA
(11 Floor), 45 Bijoy
th
Email: [email protected] Chief Executive
Nagar, Dhaka-1000 Web: www.afccl.asia
EBL Investments Limited Tel: +88-02-7118975
Pankaj Kumar Mutsuddi
59 Motijheel C/A, Fax: +88-02-7120251
Managing Director
1st Floor, Dhaka-1000. E-mail: [email protected]
(Current Charge)
Web: www.eblinvestments.com
CAPM Advisory Limited Tel: +88-02-9822391-2
Tower Hamlet (9th Floor) Fax: +88-02-9822393 Tania Sharmin
16, Kemal Ataturk Avenue E-mail: [email protected] Managing Director & CEO
Banani C/A, Dhaka-1213. Web: www.capmadvisorybd.com
b) The details of all the credit ratings obtained for the issue and the issuer;
Page: 37
(vii) Following details of underwriting:
a) The names, addresses, telephone numbers, fax numbers, contact persons and e-mail addresses of the underwriters and the amount
underwritten by them;
Page: 38
b) Declaration by the underwriters that they have sufficient resources as per the
regulatory requirements to discharge their respective obligations;
All the underwriters have sufficient resources as per the regulatory requirements to
discharge their respective obligations, which are disclosed in CHAPTER (III) under
Due Diligence Certificate by The Underwriter(S) page number 22-29.
(i) The IPO shall stand cancelled if at least 65% in any category of the IPO is not
subscribed.
(ii) In case of under subscription in any category by up to 35% of the IPO the under-
subscribed securities shall be taken up by the underwriters.
(iv) Prior to publication of the prospectus, the Company shall have obtained consent
from the Bangladesh Securities and Exchange Commission permitting the issue as
described in Article 2.02 and providing for payment of underwriting commission
0.50% (zero point five zero percent) on the amount underwritten.
(v) The Issuer 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 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.
(vi) In any case within 7 (seven) days after the expiry of the aforesaid 15 (fifteen) days,
the Company shall send proof of subscription and payment by the Underwriters to
the Commission.
In the case of failure by the underwriter to pay for the shares 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 this Agreement and
also other penalties as may be determined by the Commission may be imposed.
In the case of failure by the underwriter to pay within the stipulated time, the
Company/issuer will be under no obligation to pay any underwriting commission
under this Agreement.
In the 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 consequences and/or
penalties as determined by the Bangladesh Securities and Exchange Commission
under the law.
Page: 39
(c) Capital Structure:
(i) Authorized, issued, subscribed and paid up capital (number and class of securities, allotment dates, nominal price, issue price and form
of consideration);
*Other than Cash: Share allotment made against machineries provided by A F M Anowarul Huq.
Page: 40
(ii) Size of the present issue, with break-up (number of securities, description, nominal
value and issue amount);
No. of Issue
Nominal Issue
Particulars % Ordinary Amount
Value price
Shares (Taka)
EI excluding mutual
Eligible 40% 8,000,000 80,000,000
Initial Public funds and CIS
investors
Offering Mutual Funds and
(EI) 10% 2,000,000 20,000,000
through CIS
10.00 10.00
Fixed Price General GP excluding NRB* 40% 8,000,000 80,000,000
Method public
NRB 10% 2,000,000 20,000,000
(GP)
Total 100% 20,000,000 200,000,000
Other*: 8,000,000 Ordinary shares will be reserved for General Public and Small
Affected Investors.
(iii) Paid up capital before and after the present issue, after conversion of convertible
instruments (if any) and share premium account (before and after the issue);
(iv) Category wise shareholding structure with percentage before and after the present
issue and after conversion of convertible instruments (if any);
The paid-up capital of the Company is Tk. 730,000,000.00. The Company intends to
issue 20,000,000 ordinary shares of Tk. 10.00 each at an issue price of Tk. 10.00
through Initial public offering (IPO) totaling to Tk. 200,000,000.00 under Fixed Price
Method subject to regulatory approvals. The Company has no convertible instrument.
Category wise shareholding structure with percentage before and after the present
issue is as follows:
Page: 41
(v) Where shares have been issued for consideration in other than cash at any point of
time, details in a separate table, indicating the date of issue, persons to whom those
are issued, relationship with the issuer, issue price, consideration and valuation
thereof, reasons for the issue and whether any benefits have been accrued to the
issuer out of the issue;
Persons to Relationship
Date of Consideration and Reason for
whom those with the Issue Price
Issue Valuation the issue
are issued issuer
For acquisition of
Subscriber to
business, the said
AFM the
Ordinary Shares Acquisition
7-Jul-14 Anowarul memorandum 10.00
issued to its sole of Business
Huq & Managing
proprietorship against
Director
the assets.
(vi) Where shares have been allotted in terms of any merger, amalgamation or
acquisition scheme, details of such scheme and shares allotted;
The Company has not allotted any shares in terms of any merger, amalgamation or
acquisition scheme except followings:
Date of Relationship
Name of the Issue Consideration Reason for
Issue/Allo with the Total
Allottee Price and Valuation the issue
tment date issuer
For acquisition of
business, the said
AFM Subscriber to
Ordinary Shares Acquisition
7-Jul-14 Anowarul the 10.00 98,000,000
issued to its sole of Business
Huq memorandum
proprietorship
against the assets.
(vii) Where the issuer has issued equity shares under one or more employee stock option
schemes, date-wise details of equity shares issued under the schemes, including the
price at which such equity shares were issued;
The Company has not issued equity shares under one or more employee stock option
schemes.
(viii) If the issuer has made any issue of specified securities at a price lower than the issue
price during the preceding two years, specific details of the names of the persons to
whom such specified securities have been issued, relation with the issuer, reasons
for such issue and the price thereof;
Indo-Bangla Pharmaceuticals Limited has not made any issue of specified securities at
a price lower than the issue price during the preceding two years.
(ix) The decision or intention, negotiation and consideration of the issuer to alter the
capital structure by way of issue of specified securities in any manner within a
period of one year from the date of listing of the present issue;
The Company has no such decision or intention, negotiation and consideration to alter
the capital structure by way of issue of specified securities in any manner within a
period of one year from the date of listing of the present issue.
Page: 42
(x) The total shareholding of the sponsors and directors in a tabular form, clearly stating the names, nature of issue, date of allotment,
number of shares, face value, issue price, consideration, date when the shares were made fully paid up, percentage of the total pre and
post issue capital, the lock in period and the number and percentage of pledged shares, if any, held by each of them;
Date of
Face
Allotment and Number &
Nature of No. of Value & Pre Post Lock in
Name & Position Acquisition & Consideration % of pledge
Issue shares Issue IPO % IPO % Period*
date of shares of shares
Price
fully paid-up
Name: Aziza Yeasmin 18-Jun-14 5,000
Ordinary 10.00 Cash 2.75% 2.16% 3 Yrs. No Pledge
Position: Chairman 6-Jun-16 2,000,000
Total 2,005,000
Name: A F M Anowarul Huq 18-Jun-14 55,000 Cash
Other than
7-Jul-14 9,800,000
cash
Ordinary 10-Oct-14 (1,000) 10.00 17.03% 13.37% 3 Yrs. No Pledge
10-Dec-15 (293,000)
Cash
6-Jun-16 2,849,000
Position: Managing Director 28-Jul-16 25,000
Total 12,435,000
Name: Hafiza Yeasmin 18-Jun-14 5,000
Ordinary 10.00 Cash 2.75% 2.16% 3 Yrs. No Pledge
Position: Director 6-Jun-16 2,000,000
Total 2,005,000
Name: Md. Amin-Ur-Rashid 18-Jun-14 15,000
Ordinary 6-Aug-15 1,000,000 10.00 Cash 3.45% 2.70% 3 Yrs. No Pledge
Position: Director 6-Jun-16 1,500,000
Total 2,515,000
Name: Sayeda Huq 10-Oct-14 1,000
Ordinary 10.00 Cash 2.74% 2.15% 3 Yrs. No Pledge
Position: Director 6-Jun-16 2,000,000
Total 2,001,000
Name: Fatima Parvin 10-Dec-15 1,000
Ordinary 10.00 Cash 3.37% 2.65% 3 Yrs. No Pledge
Position: Director 6-Jun-16 2,460,000
Total 2,461,000
Page: 43
Name: Mst. Shahanaz Akter 10-Dec-15 1,000
Ordinary 6-Jun-16 1,700,000 10.00 Cash 2.81% 2.21% 3 Yrs. No Pledge
Position: Director 28-Jul-16 350,000
Total 2,051,000
Name: Md. Mizanur Rahman 10-Dec-15 1,000
Ordinary 10.00 Cash 2.81% 2.21% 3 Yrs. No Pledge
Position: Director 6-Jun-16 2,050,000
Total 2,051,000
Investment Corporation
of Bangladesh
Name: 6-Aug-15 5,000,000
Represented by Md. Ordinary 10.00 Cash 20.55% 16.13% 3 Yrs. No Pledge
Golam Rabbani
Position: Director 6-Jun-16 10,000,000
Total 15,000,000
Name: S.M. Harun Or Rashid
N/A N/A N/A N/A N/A N/A N/A N/A N/A
Position: Independent Director
Total
Name: Md. Monirujjaman
N/A N/A N/A N/A N/A N/A N/A N/A N/A
Position: Independent Director
Total
Name: Md. Firoz Khan
N/A N/A N/A N/A N/A N/A N/A N/A N/A
Position: Independent Director
Name: Aysha Siddika 18-Jun-14 5,000
Ordinary 10.00 Cash 2.75% 2.16% 3 Yrs. No Pledge
Position: Sponsor 6-Jun-16 2,000,000
Total 2,005,000
Name: Md. Bellal Khan 18-Jun-14 15,000
6-Aug-15 1,000,000
Ordinary 6-Jun-16 2,500,000 10.00 Cash 4.30% 3.38% 3 Yrs. No Pledge
28-Jul-16 (25,000)
Position: Sponsor 28-Jul-16 (350,000)
Total 3,140,000
[*From the issue date of Prospectus]
Page: 44
(xi) The details of the aggregate shareholding of the sponsors and directors, the aggregate number of specified securities purchased or sold
or otherwise transferred by the sponsor and/or by the directors of the issuer and their related parties within six months immediate
preceding the date of filing the prospectus;
No share is purchased or sold or otherwise transferred by the sponsor and/or by the directors of the issuer and their related parties within six
months immediate preceding the date of filing the prospectus except the followings:
Transferor Transferee
Date
Name Position No. of Share Name Position No. of Share
Md. Bellal Khan Sponsor (25,000) 28-Jul-16 A F M Anowarul Huq Managing Director & Director 25,000
Md. Bellal Khan Sponsor (350,000) 28-Jul-16 Mst. Shahanaz Akter Director 350,000
Page: 45
(xii) The name and address of any person who owns, beneficially or of record, 5% or more of the securities of the issuer, indicating the
amount of securities owned, whether they are owned beneficially or of record, and the percentage of the securities represented by such
ownership including number of equity shares which they would be entitled to upon exercise of warrant, option or right to convert any
convertible instrument;
Sl. Name of the Shareholders Address Number of Shares Held Pre IPO %
1 A F M Anowarul Huq 729, College Road, Barisal Sadar, Barisal-8200 12,435,000 17.03%
2 Investment Corporation of Bangladesh 8, Rajuk Avenue, BDBL Bhaban, (Level 14 -17) Dhaka-1000 15,000,000 20.55%
3 Bangladesh Fund Green City Edge (4th Floor), 89, Kakrail 6,000,000 8.22%
There is no event or intent of exercising warrant, option or right to convert any convertible instrument.
Page: 46
(xiii) The number of securities of the issuer owned by each of the top ten salaried officers,
and all other officers or employees as group, indicating the percentage of
outstanding shares represented by the securities owned.
None of the employees of the Company owns any shares of the issuer company “Indo-
Bangla Pharmaceuticals Limited” except Managing Director.
(i) The date on which the issuer company was incorporated and the date on which it
commenced operations and the nature of the business which the company and its
subsidiaries are engaged in or propose to engage in;
On June 18, 2014, the Company had been incorporated under the Company Act, 1994
vide registration no. C-116665/14 as private limited company. The Company has started
its commercial operation on June 18, 2014. Subsequently the company has been
converted to public limited company on October 21, 2014.
The factory and registered office of the Company is located at 729, College Road, Barisal
Sadar, Barisal-8200, Bangladesh and its corporate office at Plot No. # 183 (6th Floor),
Block # B, Ahmed Akbar Sobhan Road, Bashundhara R/A, Baridhara, Dhaka-1229.
The Company is always devoted to ensure the high quality of medicine by implementing
state of art technologies and modern machineries.
Page: 47
(iv) Details of the major events in the history of the issuer, including details of capacity or
facility creation, launching of plant, products, marketing, change in ownership
and/or key management personnel etc.;
On May 3, 2016:
Md. Shamem Gazi Joined as Company Secretary.
(v) Principal products or services of the issuer and markets for such products or services.
Past trends and future prospects regarding exports (if applicable) and local market,
demand and supply forecasts for the sector in which the product is included with
source of data;
Page: 48
List of Non-Biological Products:
SL Brand Name Generic Name Dosages Form Strength DAR No. Valid up to
167.40 mg. (Equivalent to 150.00
01 Indostin-R 150 Ranitidine Hydrochloride USP Tablet 032-93-60 22.11.2019
mg. Ranitidine)
02 Indophyllin Aminophylline BP Tablet 100.00 mg. 032-20-18 22.11.2019
03 Mebendox 30ml Mebendazole BP Suspension 2.0 gm / 100ml 032-24-55 22.11.2018
6.40 gm. (Equivalent to 4.00 gm.
04 Metrol 60ml Metronidazole Benzoate BP Suspension 032-26-56 08.12.2020
Metronidazole) / 100ml
05 Albendox Albendazole USP Tablet 400.00 mg. 032-27-55 08.12.2020
06 Metrol 400mg Metronidazole BP Tablet 400.00 mg. 032-25-56 25.10.2021
07 Paracetamol Paracetamol BP Tablet 500.00 mg. 032-18-06 25.10.2021
08 Indosin Chlorpheniramine Maleate BP Tablet 4.00 mg. 032-83-28 12.12.2019
09 Indosin 100ml Chlorpheniramine Maleate BP Syrup 100.00 mg. / 100ml 032-84-28 12.12.2019
10 Naldic Nalidixic Acid BP Tablet 500.00 mg. 032-85-60 22.11.2019
Sodium Chloride BP, Tri Sodium Citrate
1.30 gm, 1.45 gm, 0.75 gm &
11 I-B Oral Saline Dihydrate BP, Potassium Chloride BP & Oral Saline 032-88-69 25.10.2021
6.75 gm
Glucose Anhydrous BP
12 Inket Ketorolac Tromethamine USP Tablet 10.00 mg. 032-82-65 25.10.2021
13 Indoflam 400mg Ibuprofen BP Tablet 400.00 mg. 032-58-65 20.11.2018
Indoflam
14 Ibuprofen BP Suspension 2.00 gm / 100ml 032-59-65 08.12.2021
60/100ml
15 Clear Plus Sodium Thiosulphate USP Tablet 15.00 mg. 032-77-95 20.11.2018
16 Clear Sodium Thiosulphate USP Tablet 7.50 mg. 032-78-95 22.11.2019
17 Dextrin Dexamethasone BP Tablet 0.50 mg. 032-57-50 15.10.2021
18 Frusidin Frusemide BP Tablet 40.00 mg. 032-55-42 22.12.2020
19 Gyfusin Griseofulvin BP Tablet 500.00 mg. 032-56-62 22.12.2020
20 I-Cin Indomethacin BP Capsule 25.00 mg. 032-52-65 29.10.2021
21 Tensareal Diazepam BP Tablet 5.00 mg. 032-63-02 19.10.2021
12.726 mg. (Equivalent to 10.00
22 I-Pedom Domperidone Maleate BP Tablet 032-53-32 23.07.2019
mg. Domperidone)
I-Pedom
23 Domperidone BP Suspension 100.00 mg. / 100ml 032-54-32 23.07.2019
60/100ml
24 I-Solone Prednisolone BP Tablet 5.00 mg 032-79-50 19.12.2018
25 I-Zam Clobazam BP Tablet 10.00 mg. 032-64-09 08.11.2020
Page: 49
26 Puretab Plus Halazone USP Tablet 15.00 mg. 032-80-95 12.11.2019
27 Puretab Halazone USP Tablet 7.50 mg. 032-81-95 12.11.2019
28 Relise Aceclofenac BP Tablet 10.00 mg. 032-60-65 15.10.2021
2.40 mg. (Equivalent to 2.00 mg.
29 Sulbumol Salbutamol Sulphate BP Tablet 032-67-18 20.11.2020
Salbutamol)
4.80 mg. (Equivalent to 4.00 mg.
30 Sulbumol Plus Salbutamol Sulphate BP Tablet 032-68-18 20.11.2020
Salbutamol)
Sulbumol 48.00mg. (Equivalent to 2.00mg.
31 Salbutamol Sulphate BP Syrup 032-69-18 20.11.2020
60/100ml Salbutamol) /100ml
32 Metrol 200mg Metronidazole BP Tablet 200.00 mg. 032-09-56 19.10.2021
33 Paramol 60ml Paracetamol BP Suspension 2.40 gm. / 100ml 032-22-06 19.10.2021
34 Mebendox 100mg Mebendazole BP Tablet 100.00 mg 032-17-55 19.10.2021
Arromin 60ml &
35 Promethazine Hydrochloride BP Elixir 100.00 mg. / 100ml 032-15-28 19.10.2021
100ml
Aluminium Hydroxide Dried Gel BP &
36 Trialugel Tablet 250.00 mg. & 400.00 mg. 032-12-29 19.10.2021
Magnesium Hydroxide BP
37 Indomol Plus Paracetamol BP & Caffeine BP Tablet 500.00 mg. & 65.00 mg. 032-45-06 15.10.2021
250.00 mg. Pellets
Diclofenac Sodium BP (Time Release
38 Indofenac - SR Capsule (Equivalent to 100.00 mg. 032-49-06 19.10.2021
Pellets)
Diclofenac Sodium)
240.00 mg. Pellets
Omeprazole BP
39 Protobit Capsule (Equivalent to 20.00 mg. 032-44-29 15.10.2021
(Enteric Coated Pellets)
Omeprazole)
275.00 mg. (Equivalent to 250.00
40 Indoprox 250mg Naproxen Sodium USP Tablet 032-47-65 29.10.2021
mg. Naproxen)
550.00 mg. (Equivalent to 500.00
41 Indoprox 500mg Naproxen Sodium USP Tablet 032-46-65 19.10.2021
mg. Naproxen)
42 Indo-Fila Diethyl Carbamazine Citrate BP Tablet 100.00 mg. 032-43-55 08.07.2018
43 I-Cet Cetirizine Hydrochloride BP Syrup 100.00 mg. / 100ml 032-41-28 19.10.2021
44 I-Cet Cetirizine Hydrochloride BP Tablet 10.00 mg. 032-40-28 15.10.2021
549.33mg. (Equivalent to 200.00
45 Zins Zinc Sulphate Monohydrate USP Syrup 032-39-67 19.10.2021
mg. Elemental Zinc)
46 Caltab Calcium Lactate BP Tablet 300.00 mg. 032-29-67 19.10.2021
1250.00mg (Equivalent to
47 Indocal Calcium Carbonate BP Tablet 032-38-67 19.10.2021
500.00mg. Elemental Calcium)
Page: 50
List of Biological Products:
SL Brand Name Generic Name Dosages Form Strength DAR No. Valid up to
525.00 mg. (Equivalent to 500.00
01 Indocef 500mg Cephradine Monohydrate (Compacted) BP Capsule 032-89-60 23.11.2019
mg. Cephradine)
Indocef DS Powder for 5.25 gm. (Equivalent to 5.00gm.
02 Cephradine Monohydrate (Micronised) BP 032-90-60 23.11.2019
100ml Suspension Cephradine)/100ml
Powder for 2.625 gm. (Equivalent to
03 Indocef 100ml Cephradine Monohydrate (Micronised) BP 032-91-60 23.11.2019
Suspension 2.50gm. Cephradine)/100ml
Powder for 1.575 gm. (Equivalent to
04 Indocef 15ml Cephradine Monohydrate (Micronised) BP 032-91-60 23.11.2019
Paediatric Drop 1.50gm. Cephradine) / 15ml
Sulphamethoxazole BP & Trimethoprim
05 Cotrimox-DS Tablet 800.00 mg. & 160.00 mg. 032-28-59 25.10.2021
BP
Thiamine Hydrochloride(B1) BP, Riboflavin
Insoplex 100ml & -5- Phosphate Sodium(B2) BP, (100.00 mg, 54.80 mg,
06 Syrup 032-21-39 19.10.2021
200ml Pyridoxine Hydrochloride(B6) BP & 40.00 mg, & 400.00 mg) / 100ml
Nicotinamide BP
Dried Ferrous Sulphate, Folic Acid & Zinc
07 I Need Z Capsule 285.00 mg. 032-86-39 25.10.2021
Sulphate (Time Release Pellets) BP/USP
Vitamin-C BP, Vitamin-E 50% BP & 200.00 mg, 50.00 mg, &
08 BCE Tablet 032-87-39 08.12.2018
Betacarotene USP 06.00 mg.
1250.00mg. (Equivalent to
09 Indocal-D Calcium Carbonate BP & Vitamin-D3 BP Tablet 500.00mg. Calcium) & 032-99-39 19.10.2021
200.00i.u. ( as cholecalciferol)
Paediatric
10 Indomoxin 15ml Amoxycillin Trihydrate Micronised) BP 1.725 gm. 032-65-60 25.10.2021
Drops
Powder for 00.84gm (Equivalent to
11 Indozith 15/30ml Azithromycin Dihydrate USP 032-72-60 15.10.2021
Suspension 00.80gm. Azithromycin)
262.500mg (Equivalent to
12 Indozith 250mg Azithromycin Dihydrate USP Capsule 032-70-60 29.10.2021
250.00mg. Azithromycin)
525.00mg (Equivalent to
13 Indozith 500mg Azithromycin Dihydrate USP Tablet 032-71-60 15.10.2021
500.00mg. Azithromycin)
873.30mg (Equivalent to
14 Cipro-I 750mg Ciprofloxacin Hydrochloride USP Tablet 032-76-60 20.09.2018
750.00mg Ciprofloxacin)
288.70mg (Equivalent to
15 I-Cillin 250mg Ampicillin Trihydrate (Compacted) BP Capsule 032-73-60 09.04.2019
250.00mg Ampicillin)
Page: 51
577.40mg (Equivalent to
16 I-Cillin 500mg Ampicillin Trihydrate (Compacted) BP Capsule 032-74-60 09.04.2019
500.00mg Ampicillin)
Powder for 2.88gm (Equivalent to 2.500gm
17 I-Cillin 100ml Ampicillin Trihydrate (Micronised) BP 032-75-60 09.04.2019
Suspension Ampicillin)
18 I-Fol Ferrous Fumarate BP & Foilc Acid BP Tablet 200.00 mg. & 200.00 mcg. 032-61-26 23.12.2018
19 I-Fol Plus Ferrous Fumarate BP & Foilc Acid BP Tablet 200.00 mg. & 400.00 mcg. 032-62-27 23.12.2018
20 Riboflavine Riboflavine BP Tablet 5.00 mg. 032-08-39 19.10.2021
Sulphamethoxazole BP & Trimethoprim
21 Cotrimox 60ml Suspension (4.00 gm & 0.80 gm)/100ml 032-16-59 12.08.2020
BP
Sulphamethoxazole BP & Trimethoprim
22 Cotrimox 480mg Tablet 400 mg. & 80.00 mg. 032-11-59 12.08.2020
BP
23 Auriotone Ferrous Sulphate BP Syrup 4.00 gm 032-23-39 20.12.2019
115.00mg. (Equivalent to
24 Indox Doxycycline Hydrochloride BP Capsule 032-50-60 19.10.2021
100.00mg Doxycycline)
Powder for 2.875gm (Equivalent to 2.500gm
25 Indomoxin 100ml Amoxycillin Trihydrate (Micronised) BP 032-48-60 15.10.2021
Suspension Amoxycillin)
582.20 mg. (Equivalent to 500.00
26 Cipro-I 500mg Ciprofloxacin Hydrochloride USP Tablet 032-32-60 19.10.2021
mg. Ciprofloxacin)
287.50mg. (Equivalent to
27 Indomoxin 250mg Amoxycillin Trihydrate (Compacted) BP Capsule 032-33-60 29.10.2021
250.00mg Amoxycillin)
575.00mg. (Equivalent to 500.00
28 Indomoxin 500mg Amoxycillin Trihydrate (Compacted) BP Capsule 032-34-60 19.10.2021
mg Amoxycillin)
29 Indotetra 500mg Tetracycline Hydrochloride BP Capsule 500.00 mg. 032-42-60 19.10.2021
Powder for 2.72gm. (Equivalent to 2.50gm
30 Indoflox 100ml Flucloxacillin Sodium BP 032-37-60 15.10.2021
Suspension Flucloxacillin)
272.00mg. (Equivalent to
31 Indoflox 250mg Flucloxacillin Sodium BP Capsule 032-35-60 29.10.2021
250.00mg. Flucloxacillin)
544.00mg. (Equivalent to
32 Indoflox 500mg Flucloxacillin Sodium BP Capsule 032-36-60 29.10.2021
500.00mg. Flucloxacillin)
Thiamine Hydrochloride(B1) BP,
5.00 mg, 2.00 mg, 2.00 mg &
33 Indoplex-B Riboflavine (B2) BP, Pyridoxine Tablet 032-30-39 19.10.2021
20.00 mg
Hydrochloride(B6) BP & Nicotinamide BP
287.50mg. (Equivalent to
34 Indomox 250mg Amoxycillin Trihydrate (Compacted) BP Tablet 032-31-60 29.10.2021
250.00mg. Amoxycillin)
*Non-Biological Products and Biological Products list as per approved by Directorate General of Drug Administration & Licensing Authority (Drugs),
Government of the People's Republic of Bangladesh.
Page: 52
Markets for such products or services:
All of the products' markets are throughout the Bangladesh.
Past trends and future prospects regarding exports (if applicable) and local market,
demand and supply forecasts for the sector in which the product is included with
source of data:
Indo-Bangla Pharmaceuticals Limited was incorporated as a private Limited Company
under the Companies Act-1994 on 18 June 2014 vides registration no.C-116665/14.
Pharmaceuticals products are met one of the basic needs for all living being. It is one of
the fastest growing industries in the world. According to IMS by 2017, demand of
pharma products will be USD 1,200 billion.
According to the same source, in the year 2014 Bangladesh pharma market size was Tk.
10,600 crore with a growth percentage 8.48. For the year ended 30 June 2016, IBPL's
sales was Tk. 444.78 million and with a 19.75% growth. According to IMS in the year
2015, Bangladesh pharma market size was Tk. 12,000 crore.
Source: http://www.lightcastlebd.com/blog/2015/12/market-insight-how-the-bangladesh-
pharmaceutical-sector-is-performing-in-2015
(vi) If the issuer has more than one product or service, the relative contribution to sales
and income of each product or service that accounts for more than 10% of the
company’s total revenues;
There is no product that account for more than 10% of the Company’s total revenue.
(vii) Description of associates, subsidiary and holding company of the issuer and core areas
of business thereof;
IBPL has no associates, subsidiary and holding company.
(viii) How the products or services are distributed with details of the distribution channel.
Export possibilities and export obligations;
IBPL has its own distribution network to distribute its products throughout the country.
Whole sellers
Retailers
Page: 53
(ix) Competitive conditions in business with names, percentage and volume of market
shares of major competitors;
IBPL has a number of competitors and these as follows:
Sl. No. Name of the Company Core area of work
01 Orion Pharma Limited Manufacturing medicine
02 Popular Pharmaceuticals Limited Manufacturing medicine
03 Central Pharma Limited Manufacturing medicine
04 Opsonin Pharma Limited Manufacturing medicine
05 Beacon Pharmaceuticals Limited Manufacturing medicine
06 Ziska Pharma Limited Manufacturing medicine
IMS in its report dated 30 June 2015, reported the following top fifteen competitors and
their market share in values and percentage
Market share (30 June 2015)
Name of the Competitors
Values (in BDT) (%)
Square Pharmaceuticals Ltd. 21,930,698,095 18.32
Incepta Pharmaceuticals Ltd. 12,355,658,045 10.32
Beximco Pharmaceuticals Ltd. 10,216,986,848 8.53
Opsonin Pharma Ltd. 6,602,671,150 5.52
Renata Ltd. 5,997,526,422 5.01
Eskayef Bangladesh Ltd. 5,373,278,479 4.49
Aristopharma Ltd. 5,485,190,024 4.58
ACI Ltd. 4,969,069,843 4.15
The ACME Laboratories Ltd. 4,624,965,118 3.86
Drug International Ltd. 3,629,945,107 3.03
Healthcare Pharmaceuticals Ltd. 3,662,648,632 3.06
Novo Nordisk 2,168,873,133 1.81
Sanofi Aventis (BD) Ltd. 2,398,799,630 2
General Pharmaceuticals Ltd. 2,419,756,889 2.02
Popular Pharmaceuticals Ltd. 2,113,164,442 1.77
Apart from this, as per annual report of the listed companies and audited financial
statements of Indo-Bangla Pharmaceuticals Limited, the sales amounts are presented
below:
Amount in BDT (Million)
Sl. Name of the Company 2015/2016 Period/Year Year End
1 Indo-Bangla Pharmaceuticals Limited 458.14
2 Square Pharmaceuticals Ltd. 26,642.14
3 Renata Ltd. 11,659.47
4 The ACME Laboratories Ltd. 9,769.86 From 1 Jul,
5 ACI Ltd. 34,716.85 2016 to 31 30 Jun
6 The IBN SINA Pharmaceutical Industry Ltd. 2,963.63 Mar, 2017
7 Orion Pharma Limited 6,857.53
8 Central Pharma Limited 409.52
9 Beacon Pharmaceuticals Limited 2,334.64
There is no data available regarding market shares of the respective listed company in their annual
report.
Page: 54
(x) Sources and availability of raw materials, names and addresses of the principal
suppliers and contingency plan in case of any disruption;
Most of the raw materials of the Company are procured from aboard. The names of main
suppliers are mentioned below:
Name of Raw Country Name of Principal
SL Address
Materials of origin Suppliers
Room-6l, Block –C, Yuxiu Center, Hubei Maxpharm
China
No-38, Yuxiuli, Xiamen, China Industries Co. Ltd.
01 Albendazole USP Room-202, Bldg-2, Zindi Garden, Zhuzhou Xin Hualian
Fengze District, Quanzhou, China Pharmaceutical Co.
Fujian China Ltd.
Mahendra Industrial Estate,
Ground Floor,
India Aarti Drugs Ltd.
Road No 29, Sion (East),
Mumbai- 400 022 (India)
02 Aceclofenac BP
407, Dalmal House, Jamnalal
Bajaj Road, Nariman Point, Amoli Organics Pvt.
India
Nariman Point, Mumbai, Ltd.
Maharashtra 400021, India
8F, Qushi Building, Sijing Shandong Luwei
Industrial Area, Jinjian Fujian, China Pharmaceutical Co.
China Ltd.
12/F, Zhongyin Building
Evervictory Pharm
Chongde Road, Jinjiang, Fujian, China
Ascorbic Acid Co. Ltd.
03 China
BP/USP
Room-402, No-999, 1001 Anling North China
Road, Huli District, Xiamen, China Pharmaceutical Co.
China Ltd.
Unit 3105-1, 31/F, No.100, Anhui Master
China
Lujiang Road, Xiamen, China Chemical Co. Ltd.
30% Natural Beta- 521 Kororoit Creek Rd, Altona BASF Australia
04 Australia
carotene in MCT Oil VIC 3018, Australia Limited
No. 85, Industrial Area- A IOL Chemicals &
05 Ibuprofen India
Ludhiana, India - 141003 Pharmaceuticals Ltd.
7-2-A2, Hetero Corporate
Pantoprazole Enteric
06 Industrial Estates. Sanath Nagar India Hetero Labs Ltd
Coated Pellets 20%
Hyderabad - 500 018. India
5-5-35/32b, Prashant Nagar, Ida,
Rabeprazole Pellets
Kukatpally, Kukatpally, Goldfish Pharma Pvt.
07 8.5% India
Hyderabad, Telangana 500072, Ltd
India
Esomeprazole
8-2-337, Road No 3, Banjara Hills Dr. Reddy’s
08 Enteric Coated India
Hyderabad Telangana, 500034 Laboratories Ltd.
Pellets 22.5%
Domperidone 8-2-337, Road No 3, Banjara Hills Dr. Reddy’s
09 India
Maleate Hyderabad Telangana, 500034 Laboratories Ltd.
BASF
Karlstraße 15, 32423 Minden,
10 Caffeine Anhydrous Germany PharmaChemikalien
Germany
GmbH & Co.
Magnesium Hauptstraße 2, 31860 Emmerthal, Dr. Paul Lohmann
11 Carbonate Powder Germany
Germany GmbH KG
Sanali Info Park, ‘A’ Block,
Salbutamol Ground Floor, 8-2-120/113, Road Neuland Laboratories
12 India
No. 2, Banjara Hills, Hyderabad, Ltd.
500034, Telangana, India
Page: 55
Contingency Plan in case of any disruption:
We have been collecting our raw materials from different international suppliers.
Supplier’s countries are China, India, Australia and Germany. Hence, there is already
contingency plan is in place in case of any disruption.
(xi) Sources of, and requirement for, power, gas and water; or any other utilities and
contingency plan in case of any disruption;
Power:
For electricity consumption, IBPL depends on West Zone Power Distribution Co Ltd.
(An Enterprise of B.P.D.B) from transformer of 315 KV and company has two diesel
generators of capacity 335KV. Also, Company has a substation with PFI and
transformer.
Gas:
Indo-Bangla Pharmaceuticals Ltd. is a medicine manufacturing company. It doesn’t
require any gas for its production.
Water:
Water is the vital and most essential material for medicine production. This resource is
collected from mineral and the companies own water treatment plant.
(xii) Names, address(s), telephone number, web address, e-mail and fax number of the
customers who account for 10% or more of the company’s products or services with
amount and percentage thereof;
No particular customers who purchases 10% or more of the Company’s products.
(xiii) Names, address(s), telephone number, web address, e-mail and fax number of the
suppliers from whom the issuer purchases 10% or more of its raw material or finished
goods with amount and percentage thereof;
The company has no suppliers from whom it purchases 10% or more of its raw
material/finished goods.
(xiv) Description of any contract which the issuer has with its principal suppliers or
customers showing the total amount and quantity of transaction for which the
contract is made and the duration of the contract. If there is not any of such contract,
a declaration is to be disclosed duly signed by CEO or MD, CFO and Chairman on
behalf of Board of Directors;
The company has not entered into any contract with any of its suppliers or customers.
Sd/-
Sd/- Sd/-
Aziza Yeasmin
A F M Anowarul Huq Md. Faruque Hossain
Chairman
Managing Director Chief Financial Officer
on behalf of Board of Directors
Page: 56
(xv) Description of licenses, registrations, NOC and permissions obtained by the issuer with issue, renewal and expiry dates;
The Company neither obtained any Patent Right/Trademarks nor signed any royalty agreement with any party. But IBPL has several
regulatory licenses and certificates in order to continue its operations. The table shows list of licenses:
Name of
SL Certificate/license/Registration License Issuer/Issuing Authority Certificate/License No. Expiry Date Remarks
/ NOC
Private Limited Company dated
1 Incorporation RJSC N/A -
June18, 2014 & C-116665/14
Incorporated
Certificate of Commencement of
2 RJSC N/A N/A as a private
Business Ltd. company
3 Trade License Barisal City Corporation 01473 30-06-18 -
4 TIN Certificate National Board of Revenue 681332543219 N/A -
Customs, Excise & VAT Commissioner
5 VAT Reg. No. 15101029766 - -
ate, Barisal
Controller of Import & Export,
6 Import Registration Certificate BA- 22 27040 30-06-18 -
Government of Bangladesh
7 Drugs License Drug Administration of Bangladesh 13 25-06-18 -
Bangladesh Fire Services and Civil
8 Fire License Bari/1439/99 30-06-18 -
Defense
Environment Clearance
9 Department of Environment 316/2005/682 23-08-18 -
Certificate
Factory and Organization Inspection
10 Factory License 116/Bari 30-06-18 -
Authority, Barisal
The Barisal Chamber of Commerce &
11 BCCI 159 30-06-18 -
Industry
12 ISO 9001:2008 Bureau of Assessment Services 010160003 15-09-18 -
Bangladesh Association of
13 BAPI BASS/MD-2018/68 31-12-18 -
Pharmaceutical Industries
14 Acid License Barisal District Administrator 10/2004 30-06-18 -
15 Madok License Narcotics Control Bureau of Bangladesh 01/2009/2013 30-06-18 -
Page: 57
(xvi) Description of any material patents, trademarks, licenses or royalty agreements;
The Company neither obtained any Patent Right/Trademarks nor signed any royalty
agreement with any party. However, it has several regulatory licenses (Prospectus Page
number 57) and certificate in order to continue its operation.
A business strategy sets out to achieve the desired goals. Business strategy is defined as
long-term business planning which is concerned with the scope of a business' activities.
a) Generic Strategy
b) Competitive Strategy
2. Competitive Strategy: It is concerned with doing things better than rivals. The
following competitive strategies are in place.
Page: 58
(xix) A table containing the existing installed capacities for each product or service, capacity utilization for these products or services in the
previous years, projected capacities for existing as well as proposed products or services and the assumptions for future capacity
utilization for the next three years in respect of existing as well as proposed products or services. If the projected capacity utilization is
higher than the actual average capacity utilization, rationale to achieve the projected levels.
The Company has projected that the capacity utilization will increase. As the total market is increased day by day and market share of the
company is increasing. Hence, the management of the Company thinks that the projected capacity is attainable.
Page: 59
(e) Description of Property:
The written down value of Property, Plant & equipment’s owned by the Company as per
audited accounts as on 30 June, 2016 are stated below: -
Amount in Taka
Particulars Written Down Value as at 30.06.2016
Machineries & Equipment 112,409,855
Generator 2,712,501
Furniture & Fixture 5,276,171
Office Equipment 2,704,824
Transport 1,508,079
Building 82,827,610
ETP Plant 2,205,122
Water Plant 1,756,324
Total 211,400,486
*Mentionable here that, the Company has purchased 37.40 decimals and 159.50 decimals of land on
24.08.2016 and 04.01.2017 respectively.
(i) Location and area of the land, building, principal plants and other property of the
company and the condition thereof;
The above-mentioned assets except land are located at the Company’s factory at 729,
College Road, Barisal Sadar, Barisal-8200. Furniture & Fixture are located at both
factory and corporate office at Plot No. # 183 (6th Floor), Block # B, Ahmed Akbar
Sobhan Road, Bashundhara R/A, Baridhara, Dhaka-1229.
Location and area of Land: 37.40 decimals land located at College Road, Barisal and
159.50 decimals land located at Ranirhat, Bakergonj, Barisal.
Building:
Number of Type (Bricks/Tin/Prefabricated Total Area
Status of Use
Buildings Steel) (Sft)
Pillar-RCC, Wall-Brick Roof-Brick.
Building-1 5,359.20 Office
(Two Storied Completed Building)
Pillar-RCC, Wall-Brick Roof-Brick.
Building-2 9,383.60 Factory
(Two Storied Completed Building)
Pillar-RCC, Wall-Brick Roof-Brick. Finished goods
Building-3 2,345.00
(Two Storied Completed Building) store
Pillar-RCC, Wall-Brick Roof-Brick.
Building-4 9,106.40 Factory
(Four Storied Completed Building)
Pillar-RCC, Wall-Brick Roof-Brick. Raw materials
Building-5 16,447.20
(Four Storied Completed Building) store
All of the above‐mentioned Property, Plant & Equipments are in working condition.
Page: 60
(iii) Dates of purchase, last payment date of current rent (LvRbv) and mutation date of
lands, deed value and other costs including details of land development cost, if any
and current use thereof;
*Mentionable here that under deed no. 8606 there is 5.00 decimal land along with 2,200 Sft building.
(iv) The names of the persons from whom the lands has been acquired/proposed to be
acquired along with the cost of acquisition and relation, if any, of such persons to
the issuer or any sponsor or director thereof;
Name of the persons from whom
Cost of acquisition Relations
the land has been acquired
Aziza Yeasmin
A F M Anowarul Huq Subscriber to Memorandum &
Tk. 34,031,000
Hafiza Yeasmin Director
Sayeda Haq
Subscriber to Memorandum &
A F M Anowarul Huq Tk. 2,000,000
Managing Director
*Currently the Company has no plan to acquire any land.
(v) Details of whether the issuer has received all the approvals pertaining to use of the
land, if required;
The Company has received all the approvals pertaining to use of the land.
(vi) If the property is owned by the issuer, whether there is a mortgage or other type of
charge on the property, with name of the mortgagee;
There is no mortgage or other type of charge on the property of Indo-Bangla
Pharmaceuticals Limited.
(vii) If the property is taken on lease, the expiration dates of the lease with name of the
lessor, principal terms and conditions of the lease agreements and details of
payment;
No property is taken by the Company under lease agreement.
Page: 61
(viii) Dates of purchase of plant and machineries along with sellers name, address, years of sale, condition when purchased, country of
origin, useful economic life at purchase and remaining economic life, purchase price and written down value;
Useful
Date of Years Condition Remaining
Economic Purchase
Purchase or Sellers Name Address of when Economic W.D.V in
Origin Life at Price in Tk.
Installation Sale Purchased Life Tk.
Purchase
Shanghai Tiafeng No.8, Tiafeng Road,
Brand 33 Years 31 Years 4
7 July 2014 Pharmaceutical Machinery Songjiang Zone, China 4,878,750 4,590,416
N/A New 4 Month Month
Co, Ltd. Shanghai, China
Anand Parbat Indl.
Brand 33 Years 31 Years 4
7 July 2014 Nimco Engg. Corporation Estate, Street No. 2, New N/A India 4,996,250 4,700,972
New 4 Month Month
Rohtak Road, New Delhi
3-21-16 Higashi-ryoke,
Brand 33 Years 31 Years 4
7 July 2014 Takashi Electronic Ltd. Kawaguchi-shi, Japan N/A Japan 5,049,860 4,751,413
New 4 Month Month
(332-0003)
TTC Industrial Area,
Brand 33 Years 31 Years 4
7 July 2014 Wraptech Machines Ltd. Pawne, Navi Mumbai, India 5,177,300 4,871,322
N/A New 4 Month Month
Maharashtra 400705,
281, West Yanjiang Road,
Zhejiang Feiyun Brand Feiyun, 33 Years 31 Years 4
7 July 2014 Ruian City, Zhejiang 7,747,750 7,289,858
Technology Co., Ltd. N/A New China 4 Month Month
Province, P. R. China
Hossain Tower,75 Green Brand 33 Years 31 Years 4
7 July 2014 Diamond Ind. Pvt. Bangladesh 561,250 528,080
Road, Farmgate, Dhaka N/A New 4 Month Month
38, Huaya 1St Rd,
Brand 33 Years 31 Years 4
7 July 2014 Yenchen Machinery Co. Kueishan Township, N/A Taiwan 351,250 330,491
New 4 Month Month
Taoyuan
Pharmaceuticals and Linpu Road, Dong'Ou Brand 33 Years 31 Years 4
7 July 2014 N/A China 377,420 355,114
Medica Supply Limited Industrial Park. New 4 Month Month
Changzhou Yutong
Shun Xi Road, Jiao Xi Brand 33 Years 31 Years 4
7 July 2014 Drying, Equipment Co. N/A China 191,280 179,975
Town, Changhou, China New 4 Month Month
Ltd.
TTC Industrial Area,
Pawne, Navi Mumbai, Brand 33 Years 31 Years 4
7 July 2014 Wraptech Machines Ltd. N/A India 2,874,250 2,704,382
Maharashtra 400705, New 4 Month Month
India
National Pharma Brand 33 Years 31 Years 4
7 July 2014 Gota, Ahmedabad India N/A India 2,874,250 2,704,382
Machinery New 4 Month Month
Page: 62
B Patel Road, Goregaon
East, Goregaon East, Brand 33 Years 31 Years 4
7 July 2014 Gaylord Engineers N/A India 485,832 457,119
Mumbai, Maharashtra New 4 Month Month
400063, India
Neelkanth Apartments,
Brand 33 Years 31 Years 4
7 July 2014 Tras Eng. Pvt Ltd Gokuldas Pasta Road, N/A India 502,768 473,054
New 4 Month Month
Mumbai - 400014,
Hossain Tower,75 Green Brand 33 Years 31 Years 4
7 July 2014 Diamond Ind. Pvt. N/A Bangladesh 280,656 264,069
Road, Farmgate, Dhaka New 4 Month Month
Brand Perking, 33 Years 31 Years 4
7 July 2014 Power Co Not available N/A 24,245,657 22,812,739
New England 4 Month Month
Block, 97, D. Phakle
Road, Dadar (East), Brand 33 Years 31 Years 4
7 July 2014 Magumps N/A India 2,615,823 2,461,228
Central Railway, Mumbai New 4 Month Month
- 40001
Rödingsmarkt 33, 20459 Brand 33 Years 31 Years 4
7 July 2014 Boeco N/A Germany 3,215,732 3,025,682
Hamburg, Germany New 4 Month Month
Jays Close, Viables Estate,
Bellingham and Stanley Brand 33 Years 31 Years 4
7 July 2014 Basingstoke, Hants, RG22 N/A England 1,521,568 1,431,643
Ltd New 4 Month Month
4BA, UK
B-60, Asokar Street, A
Colony, Jothi Nagar,
Brand 33 Years 31 Years 4
7 July 2014 Pharmag Ins. Pollachi - 642 001, N/A India 1,592,561 1,498,441
New 4 Month Month
Coimbatore District,
Tamil Nadu, India.
Alsterdorfer Strasse 276-
Brand 33 Years 31 Years 4
7 July 2014 Kruss Optronic 278 22297 Hamburg / N/A Germany 190,568 179,305
New 4 Month Month
Germany
B-44, New Empire
Osworld Scientific Brand 33 Years 31 Years 4
7 July 2014 Industrial Premises, N/A India 880,670 828,622
Equipments New 4 Month Month
Kandivita, Mumbai,
Mercantile Building, 9/A,
Brand 33 Years 31 Years 4
7 July 2014 Eastern Instruments Lal Bazar St., 3rd Floor, N/A India 670,650 631,015
New 4 Month Month
Block-c, Kolkata 700001
Shinka Industry Co., Ltd.
Asahi-tamagawa building Brand 33 Years 31 Years 4
7 July 2014 Sonicator Industries ltd. N/A Japan 680,775 640,541
2F 1-636 Maruko-Dori, New 4 Month Month
Nakahara-Ku 211-0006
Page: 63
Brand 33 Years 31 Years 4
7 July 2014 Pharmalink Bd 55, Purana Paltan, Dhaka N/A Bangladesh 2,875,750 2,705,793
New 4 Month Month
Fondriest Environmental
Brand 33 Years 31 Years 4
7 July 2014 YSI 2091 Exchange Court N/A U.S.A 2,875,750 2,705,793
New 4 Month Month
Fairborn, OH 45324
Hattenbergstraße 10, Brand 33 Years 31 Years 4
7 July 2014 SI Analytics N/A Germany 2,550,642 2,399,899
55122 Mainz, Germany New 4 Month Month
201, Anna Salai, Mount
Road, Mount Road, Brand 33 Years 31 Years 4
7 July 2014 Adair Dutt & Co N/A China 3,240,520 3,049,005
Chennai, Tamil Nadu New 4 Month Month
600002, India
B Patel Road, Goregaon
East, Goregaon East, Brand 33 Years 31 Years 4
7 July 2014 Gaylord Engineers N/A India 2,016,570 1,897,391
Mumbai, Maharashtra New 4 Month Month
400063, India
Eastern Housing, J-41, Brand 33 Years 31 Years 4
7 July 2014 Techno Mate N/A Bangladesh 3,270,532 3,077,244
Pallabi, Mirpur, Dhaka New 4 Month Month
Brand 33 Years 31 Years 4 605,755
7 July 2014 Tecnoworth 78, Motijheel, Dhaka N/A Bangladesh 569,955
New 4 Month Month
Puriest Pharma. 410, Yingjiachuntian, 175
Brand 33 Years 31 Years 4
7 July 2014 Technology No. Jinsheng Rd. Vanjing, N/A China 72,532 68,245
New 4 Month Month
Co Ltd China 211101, China
Hossain Tower,75 Green Brand 33 Years 31 Years 4
7 July 2014 Diamond Ind. Pvt. Ltd N/A Bangladesh 520,650 489,880
Road, Farmgate, Dhaka New 4 Month Month
Brand 33 Years 31 Years 4
7 July 2014 Pharmalink Bd 55, Purana Paltan, Dhaka N/A Bangladesh 364,587 343,040
New 4 Month Month
281, West Yanjiang Road,
Zhejiang Feiyun Technology Brand 33 Years 31 Years 4
7 July 2014 Co., Ltd.
Ruian City, Zhejiang China 7,643,842 7,192,091
N/A New 4 Month Month
Province, P. R. China
TTC Industrial Area,
Brand 33 Years 32 Years 2
4 Jan 2015 Wraptech Machines Ltd. Pawne, Navi Mumbai, India 3,032,652 2,926,964
N/A New 4 Month Month
Maharashtra 400705,
TTC Industrial Area,
Pawne, Navi Mumbai, Brand 33 Years 32 Years 2
Wraptech Machines Ltd. India 2,123,540 2,049,535
12 Jan 2015 Maharashtra 400705, N/A New 4 Month Month
India
Hossain Tower,75 Green Brand 33 Years 32 Years 2
10 Feb 2015 Diamond Ind. Pvt. Ltd N/A Bangladesh 2,508,672 2,421,245
Road, Farmgate, Dhaka New 4 Month Month
Page: 64
House‐191, Road‐01,
Brand 33 Years 32 Years 2
18 Feb 2015 Otomac Bd New DOHS Mohakhali, N/A Bangladesh 3,342,520 3,226,033
New 4 Month Month
Dhaka,
House‐191, Road‐01,
12 March Brand 33 Years 32 Years 2
Otomac Bd New DOHS Mohakhali, N/A Bangladesh 1,892,897 1,826,930
2015 New 4 Month Month
Dhaka,
12 March Ringstraße 42, 12105 Brand 33 Years 32 Years 2
Funke Gerber Germany N/A Germany 3,653,254 3,525,938
2015 Berlin, Germany New 4 Month Month
No.100, Sec. 1, Guofeng
Julian Machinery Co. Ltd. Rd. Shengang Dist., Brand 33 Years 33 Years 3
1 Jun 2016 N/A Taiwan 2,117,800 2,054,266
Taiwan Taichung City 42942, New 4 Month Month
Taiwan
No.100, Sec. 1, Guofeng
Julian Machinery Co. Ltd. Rd. Shengang Dist., Brand 33 Years 33 Years 3
1 Jun 2016 N/A Taiwan 2,117,800 2,054,266
Taiwan Taichung City 42942, New 4 Month Month
Taiwan
Page: 65
(ix) Details of the machineries required to be bought by the issuer, cost of the machineries, name of the suppliers, date of placement of
order and the date or expected date of supply, etc.
No machineries are required to be bought by the issuer except machineries to be bought from IPO proceeds.
Qty Unit Price Total Price Exchange Total Price
SI. Name of Machineries Name of Supplier Model Brand Origin
(Nos.) (USD) (USD) Rate (BDT)
1 High Speed Mixer Granulator Prisma Corporation K-100 Prisma India 4 26632.93 106531.72 8,347,826
2 Multi Mill Thiyya Technology M-60 Thiyya Technology India 4 1664.56 6658.24 521,740
3 Fluid bed Dryer Thiyya Technology F-80 Thiyya Technology India 4 9987.34 39949.36 3,130,432
4 Tablet Compression Jaguar JD-35 Jaguar India 4 32608.73 130434.93 10,220,881
5 Tablet Compression Jaguar JD-35 Jaguar India 2 26632.93 53265.86 4,173,913
6 Tablet Coating NP Machinery T-30 NP Machinery India 2 44388.22 88776.44 6,956,522
CPMD4-
7 Tablet Compression Chaminda Corporation Chaminda India 4 26632.93 106531.72 8,347,825
29
8 Blister Packing Technomake TI-1 Technomake India 4 49936.74 199746.96 15,652,172
Huallan Phar.
9 Blister Packing DPP-250 Feiyun China 2 27742.63 55485.26 4,347,825
Machinery
Automatic Capsule Filling & Project Consultancy
10 SAF-D2 Pacifab India 4 35510.57 142042.28 11,130,433
Sealing machine Service
Auto Liquid Filling & Sealing Project Consultancy 78.36
11 L-60 United India 2 19974.69 39949.38 3,130,433
machine Service
Project Consultancy
12 Dry Powder Filling machine DPL-60 United India 2 16645.58 33291.16 2,608,695
Service
13 Mass Mixer (PD) Prisma Corporation M-5 Prisma India 2 665.82 1331.64 104,347
14 Automatic Strip packing machine Prisma Corporation S-45 United India 2 7213.09 14426.18 1,130,435
15 Auto Sachet filling Wraptech MB-100 Wraptech India 2 2774.25 5548.5 434,780
Germany
17 HPLC Knauer SMB Osmometoy 2 38839.68 77679.36 6,086,955
18 FTIR Bruker Alpha Bruker Germany 2 72130.85 144261.7 11,304,347
19 Moisture Blance Boelo BT-600 Boelo Germany 2 49936.74 99873.48 7,826,086
20 Compression (PD) Jaguar C-2 Jaguar India 2 5548.53 11097.10 869,569
21 Fluid bed Dryer (PD) Thiyya Technology F-5 Thiyya Technology India 2 1109.71 2219.42 173,914
22 Coating (PD) NP Machinery C-5 NP Machinery India 2 3329.12 6658.24 521,740
Total Price 107,020,870
Local Cost of Duty, port charges, C&F, Insurance, Transportation, Installation, etc. 15% 16,053,130
Total cost for imported Machinery & equipment- Local Machinery 123,074,000
23 Boiler 1 - - 650,000
24 Jacketed Vassel 1 - - 196,000
25 Air Compressor 2 - - 800,000
Grand Total: - - 124,720,000
Probable date or expected date of supply: within 15 months after receiving of IPO fund.
Page: 66
(x) In case the machineries are yet to be delivered, the date of quotations relied upon for
the cost estimates given shall also be mentioned;
There are no machineries, which are yet to be delivered.
We do hereby declare that all the plants and machineries of the Company amounting
to Tk. 119,083,803 (including takeover machineries amounting Tk. 98,000,000.00) as
on June 30, 2016 were purchased in brand new condition. There are no re-conditioned
or second hand machineries installed in the Company.
Sd/-
Place: Dhaka Mahfel Huq & Co.
Dated: June 20, 2017 Chartered Accountants
Page: 67
(xiii) A physical verification report by the issue manager(s) regarding the properties as
submitted to the Commission;
of
This is to certify that we have visited Indo-Bangla Pharmaceuticals Limited on October 01, 2017
and we have found the followings as details below:
Company Overview:
On June 18, 2014, the Company had been incorporated under the Company Act, 1994
vide registration no. C-116665/14 as private limited company. The Company has
started its commercial operation on June 18, 2014. Subsequently the company has been
converted to public limited company on October 21, 2014.
The factory and registered office of the Company is located at 729, College Road,
Barisal Sadar, Barisal-8200, Bangladesh and its corporate office at Plot No. # 183 (6th
Floor), Block # B, Ahmed Akbar Sobhan Road, Bashundhara R/A, Baridhara, Dhaka-
1229.
Page: 68
Nature of Business:
The Company is engaged in manufacturing and selling of all kinds of medicine
(excluding Antibiotic), medical preparations drugs & chemicals (Human Health). The
Company applied for permission for production and selling of veterinary medicine
also.
Products:
Indo-Bangla Pharmaceuticals Ltd. produces a good number of products of Human
products division. All the products of Indo-Bangla Pharmaceuticals Ltd. categorized
under Non-Biological Products and Biological Products. List of the products are
mentioned below:
Page: 69
42 Indo-Fila Diethyl Carbamazine Citrate BP Tablet 100.00 mg. 032-43-55 08.07.2018
43 I-Cet Cetirizine Hydrochloride BP Syrup 100.00 mg. / 100ml 032-41-28 19.10.2021
44 I-Cet Cetirizine Hydrochloride BP Tablet 10.00 mg. 032-40-28 15.10.2021
549.33mg. (Equivalent to
45 Zins Zinc Sulphate Monohydrate USP Syrup 032-39-67 19.10.2021
200.00 mg. Elemental Zinc)
46 Caltab Calcium Lactate BP Tablet 300.00 mg. 032-29-67 19.10.2021
1250.00mg (Equivalent to
47 Indocal Calcium Carbonate BP Tablet 500.00mg. Elemental 032-38-67 19.10.2021
Calcium)
Page: 70
Thiamine Hydrochloride(B1) BP,
Riboflavine (B2) BP, Pyridoxine 5.00 mg, 2.00 mg, 2.00 mg &
33 Indoplex-B Tablet 032-30-39 19.10.2021
Hydrochloride(B6) BP & Nicotinamide 20.00 mg
BP
287.50mg. (Equivalent to
34 Indomox 250mg Amoxycillin Trihydrate (Compacted) BP Tablet 032-31-60 29.10.2021
250.00mg. Amoxycillin)
*Non-Biological Products and Biological Products list as per approved by Directorate General of Drug Administration
& Licensing Authority (Drugs), Government of the People's Republic of Bangladesh.
During our visit, we found that the production was going on. We also checked about
the products other than Annexure I & II approved by Drug Administration of
Bangladesh. We found no products other than Annexure I & II are produced by the
Company.
Description of Property:
We have found properties at the factory premises like:
Particulars Description
Number of Transport One Pcs
Owner Name Indo-Bangla Pharmaceuticals Ltd.
Classification of Transport Covered Van Tata 2009
Registration Number Dhaka Metro NA 14-2674
Chassis Number MAT4450519ZR57923
Engine Number 275IDI05MQZSE8160
Page: 71
3) Building & Other Construction: Details of the building & other construction status are given below:
Number of Buildings Type (Bricks/Tin/Prefabricated Steel) Total Area (Sft) Cost Per Sft (BDT) Total Cost (BDT) Status of Use
Page: 72
4) Plant & Machineries:
Sl. No. Name of Machines Quantity (Pcs)
1 Fluid bed Drier 1
2 Multi - Mill 1
3 Double cone blander 1
4 Tablet Compression -35 2
5 Tablet Compression -16 2
6 Mass Mixer 1
7 Strip Packing 1
8 Bottle Dryer 2
9 Blister Packing 8
10 Tablet compression 27 jaguars 2
11 D- Duster 1
12 Mass Mixer 2
13 Batch printing 1
14 Drum mixer 2
15 Cap sealing 7
16 Fluid Bed Drier 1
17 Emulsifier 3
18 Sachet filing &sealing 6
19 Air compressor 3
20 DM plant 3
21 Tablet coating 2
22 Liquid Transfer pump 2
23 Liquid filling 4
24 Boiling jacket 2
25 Strip packing 1
26 Conveyer belt 1
27 Cap sealing 9
28 Liquid filling (Suspension) 2
29 Hand capsule filling & sealing 4
30 Fizz - Mill 3
31 Fluid Bed Drier 2
32 Automatic capsule loading 1
33 Powder filling 1
34 Multi -Mill 3
35 Mixer Granulator 2
36 ETP Plant 1
37 Generator 2
38 Tablet Compression -29 2
39 Sachet filing &sealing 7
40 Mechanical Shifter 1
41 Wrapping sealing 1
42 Tablet Compression -45 4
43 Tablet Compression -40 3
44 Auto Capsule machine 4
45 Dry Powder filling machine 2
46 Augur Filling 1
47 Transfer Pump 1
48 Tube Filling 1
49 Same Auto Capsule machine 2
50 Spectrophotometer 2
Page: 73
51 Analytical balance 2
52 Infrared moisture meter 1
53 Melting point apparatus 1
54 Tab. friability tester 1
55 Tab. Disintegration testing machine 1
56 Tab. Dissolution testing m/c 1
57 Leak test m/c 3
58 Water bath 1
59 Incubator 1
60 Stability chamber 1
61 Refrigerator 1
62 Laminar air flow cabinet 1
63 Laboratory oven 1
64 Flame photometer 102 1
65 P.H meter 4
66 Microscope 3
67 Hydrometer 5
68 Autoclave 2
69 HPLC 2
70 Ultrasonic Bath 1
71 Tablet Hardness Instrument 1
72 Digital Moisture Balance 1
73 Laboratory Centrifuge 1
74 FTIR 2
75 Karl Fisher Titrator 2
76 Polarimeter Automatic 4
77 Melting Point Apparatus 1
78 Digital Tablet Hardness Tester 8
79 Leak Test Apparatus Digital 1
80 Autoclave Digital 2
81 Colony Counter with colored illumination 1
82 Conductivity Meter /TDS (EC Meter) 1
83 Eye Shower 1
84 Dispensing Booth Chamber 2
85 Sampling Booth Chamber 2
86 Automatic capsulating filling & Sealing full unit 2
87 Spectrophotometer 1
88 Melting point apparatus 1
89 Tab. Disintegration testing machine 1
90 Tab. friability tester 1
91 Digital Slide calipers 5
92 Colam Oven 1
93 Digital pH meter 3
94 Digital Moisture Balance 1
95 Laboratory Centrifuge 1
96 Micrometer 1
97 All touch Induction stove 1
Page: 74
5) Generator: IBPL have two diesel generators of capacity 335 KV
6) ETP plant: During our visit, we found ETP plant. Moreover, as per environmental
clearance certificate IBPL has expanded in ETP plant.
Besides these assets, we have also found other assets like Furniture & fixture, Office
Equipment, Fire Extinguisher, water plant.
We checked inventory register and roster (workers’ duty register) and found
satisfactory. We also noticed that all machineries of IBPL are in good condition and
running well.
Signboard: The signboard of the Company is well displayed at the corporate office and
factory premises.
(xiv) If the issuer is entitled to any intellectual property right or intangible asset, full
description of the property, whether the same are legally held by the issuer and
whether all formalities in this regard have been complied with;
The Company has no intellectual property right or intangible asset.
Particulars Description
Number of Transport One Pcs
Owner Name Indo-Bangla Pharmaceuticals Ltd.
Classification of Transport Covered Van Tata 2009
Registration Number Dhaka Metro NA 14-2674
Chassis Number MAT4450519ZR57923
Engine Number 275IDI05MQZSE8160
Page: 75
(f) Plan of Operation and Discussion of Financial Condition:
The issuer’s revenue and results from operation, financial position and changes in
financial position and cash flows for the last five years:
Page: 76
Financial position:
Amount in Taka
Particulars
30-Jun-16 30-Jun-15
APPLICATION OF FUND
NON-CURRENT ASSETS
Property, Plant and Equipment 211,400,486 147,873,513
Work In Progress 119,069,371 10,401,337
Total Non-Current Assets 330,469,857 158,274,850
CURRENT ASSETS
Inventories 156,521,360 142,164,099
Trade & Other Receivables 112,266,319 41,438,482
Advance, Deposits and Prepayments 105,325,972 35,253,978
Cash and Cash equivalents 240,795,305 5,888,123
Total Current Assets 614,908,956 224,744,682
TOTAL ASSETS 945,378,813 383,019,532
OWNER'S EQUITY
Share Capital 730,000,000 99,000,000
Retained Earnings 119,233,972 60,209,267
Total Equity 849,233,972 159,209,267
NON-CURRENT LIABILITIES
Deferred Tax Liability 9,283,317 4,022,794
Provision for WPPF 4,540,362 -
13,823,679 4,022,794
CURRENT LIABILITIES
Trade and other Payables 15,911,787 11,847,860
Vendors payable Account - 171,837,213
Provision for Taxes 54,919,591 28,397,581
Liabilities for Expenses 11,489,784 7,704,817
TOTAL CURRENT LIABILITIES 82,321,162 219,787,471
TOTAL LIABILITIES 96,144,840 223,810,265
TOTAL EQUITY AND LIABILITIES 945,378,813 383,019,532
Page: 77
Cash Flows Statement:
Amounts in Taka
Particulars
2016 2015
Page: 78
a) Internal and external sources of cash;
Particular 30-06-2016 30-06-2015
Share Capital 730,000,000 99,000,000
Retained earnings 119,233,972 60,209,267
Total 849233972 159209267
b) Any material commitments for capital expenditure and expected sources of funds for
such expenditure;
The Company has not yet made any material commitment for capital expenditure except
for those that are mentioned under the head ‘Use of Proceeds’ from IPO fund.
c) Causes for any material changes from period to period in revenues, cost of goods sold,
other operating expenses and net income;
The company’s revenue and other income as well as operating expenses and net income
have continued to change due to increasing production by adding new machine and
increase sales volume.
Revenues:
Revenue has been increase due to normal growth of business.
Net income:
Though net income has been decreased, it is consistent with the growth. The net income
has been decreased due to provision for WPPF. No unusual changes have been occurred
during the last two years on the above matters.
e) Any known trends, events or uncertainties that may have material effect on the
issuer’s future business;
At present, there are no known trends, events and/or uncertainties that shall have a
material impact on the company’s future business except for those, which are naturally
beyond control of human being.
The business operation of the Company may be affected by the following events:
I.Political unrest
II.Natural disaster.
Page: 79
f) Any assets of the company used to pay off any liabilities;
None of the assets of the company has been used to pay off any liabilities of the
company.
g) Any loan taken from or given to any related party or connected person of the issuer
with details of the same;
IBPL has no associate, subsidiary or holding company. No loan was taken from or given
to aforesaid.
h) Any future contractual liabilities the issuer may enter into within next one year, and
the impact, if any, on the financial fundamentals of the issuer;
The Company has no plan to enter into any contract creating future liabilities for the
Company except for those, which are created in the normal course of business activities.
i) The estimated amount, where applicable, of future capital expenditure;
The Company has no plan for capital expenditure except for those mentioned in the ‘Use
of Proceeds’ from IPO fund.
j) Any VAT, income tax, customs duty or other tax liability which is yet to be paid,
including any contingent liabilities stating why the same was not paid prior to the
issuance of the prospectus. Updated income tax status for the last 5 years or from
commercial operation, which is shorter;
Income Tax: The Company is a regular tax payer. The TIN number of the company was
681332543219/Circle-1 (Companies), Barisal. Subsequently which is transfer to Circle-
167 (Companies), Taxes Zone-08, Dhaka due to change corporate address to Dhaka.
Following are the details of income tax related information of the Company:
Page: 80
k) Any financial commitment, including lease commitment, the company had entered
into during the past five years or from commercial operation, which is shorter, giving
details as to how the liquidation was or is to be effected;
The Company has no operating lease obligation with anyone. However, the corporate
office of the Company is under rental agreement.
Rent
Address Area (Sft) Rent/Sft. Period p/m
(Tk.)
Plot No. # 183 (6th Floor),
Block # B, Ahmed Akbar
@ Tk. Nov 01, 2017 to
Sobhan Road, Bashundhara 2,130 48,000/-
22.54/- Oct 30, 2019
R/A, Baridhara, Dhaka-
1229.
NB: Apart from the above, the Company does not or did not have, during the period
since its commencement of commercial operation any finance lease or such type of other
commitment.
l) Details of all personnel related schemes for which the company has to make provision
for in future years;
The Company gives values to the employee benefit packages since the management of
IBPL believes that the employees of the organization are the key to the success of the
Company’s business. IBPL gives its employees remunerations including WPPF, festival
bonuses.
As per the requirements of Bangladesh Labor (Amendment) Act, 2013, IBPL has formed
the Trusty Board, opened bank account and disbursed the WPPF fund.
The Company has introduced the Group Insurance policy with Republic Insurance
Company Limited.
Sl.
Particulars Basis Amount in BDT (approx.)
No.
A. MANAGERS TO THE ISSUE FEES 2,300,000
1 Managers to the Issue fee Maximum 2% (two percent) of the 2,000,000
public offer amount
2 VAT against Issue Management Fees 15% of issue management fees 300,000
B. FEES RELATED TO LISTING WITH THE STOCK EXCHANGES 4,420,000
Prospectus Submission Fees to DSE &
3 Fixed 100,000
CSE
4 DSE and CSE Annual Fee Fixed 930,000
@ 0.25% on Tk. 10 Crore and 0.15%
on the rest amount of paid up capital
Fees related to Listing with the stock
5 range; (minimum 50 thousand 2,990,000
exchanges
maximum Tk. 1 crore for each
exchanges)
Data Transmission Fee for DSE &
6 Fixed 400,000
CSE
C. BSEC FEES 850,000
7 Application fee Tk. 50,000.00 (non-refundable) 50,000
8 Consent fee fee @ 0.40% on entire offer 800,000
Page: 81
D. IPO RELATED FEES 550,000
Underwriting commission [Maximum
1% (one percent) on 35% (thirty five Commission @ 0.50% on
9 350,000
percent) Underwritten Amount
of the public offer amount.]
10 Auditors Certification fees At Actual 200,000
E. CDBL FEES AND EXPENSES 748,000
11 Security Deposit At Actual 500,000
12 Documentation fee At Actual 2,500
13 Annual fee At Actual 100,000
Connection Fee (TK. 500 per month*
14 At Actual 6,000
12)
@.015% of issue size+.015% of Pre-
15 Initial Public Offering fee 139,500
IPO paid up capital
F. PRINTING AND POST PUBLIC OFFER EXPENSES 7,832,000
16 Publication of prospectus Estimated (to be paid at actual) 650,000
Abridge Version of Prospectus and
17 Estimated (to be paid at actual) 600,000
Notice in 4 daily news paper
Notice for prospectus, Lottery, Refund
18 Estimated (to be paid at actual) 252,000
etc. in 4 daily news paper
Lottery related expenses including
19 Estimated (to be paid at actual) 800,000
BUET fee
Data Processing and Share Software
20 Estimated (to be paid at actual) 4,960,000
Charge
21 Courier Expenses Estimated (to be paid at actual) 220,000
22 Administrative & Stationary Expense Estimated (to be paid at actual) 350,000
Grand Total 16,700,000
N.B.: Actual costs will vary if above mentioned estimates differ and will be adjusted accordingly.
n) If the issuer has revalued any of its assets, the name, qualification and experiences of
the valuer and the reason for the revaluation, showing the value of the assets prior to
the revaluation separately for each asset revalued in a manner which shall facilitate
comparison between the historical value and the amount after revaluation and giving
a summary of the valuation report along with basis of pricing and certificates required
under the revaluation guideline of the Commission;
Indo-Bangla Pharmaceuticals Limited doesn’t make any revaluation of its asset.
o) Where the issuer is a holding or subsidiary company, full disclosure about the
transactions, including its nature and amount, between the issuer and its subsidiary or
holding company, including transactions which had taken place within the last five
years of the issuance of the prospectus or since the date of incorporation of the issuer,
whichever is later, clearly indicating whether the issuer is a debtor or a creditor;
The Company has no holding or subsidiary companies and also doesn’t have any
associate company. Hence, there is no transaction has taken place between the issuer and
its holding or subsidiary company.
p) Financial Information of Group Companies and Companies under common
ownership by more than 50%: following information for the last three years based on
the audited financial statements, in respect of all the group companies of the issuer,
wherever applicable, along with significant notes of auditors:
IBPL has no group companies and companies under common ownership by more than
50%. Hence information under this head is not applicable for the Company.
Page: 82
r) A report from the auditors regarding any allotment of shares to any person for any
consideration otherwise than cash along with relationship of that person with the
issuer and rationale of issue price of the shares;
A report from the auditors regarding any allotment of shares to any person for any
consideration otherwise than cash along with relationship of that person with the issuer and
rationale of issue price of the shares
After due verification, we certify that the following shares have been allotted for consideration in
otherwise than cash of Indo-Bangla Pharmaceuticals Limited as of 30 June 2017:
No. of
Date of Persons to whom those Relationship Reasons for the Rational of
shares
allotment are issued with the Issuer issue Issue Price
allotted
Director &
To acquire
7-Jul-2014 A F M Anowarul Huq 9,800,000 Managing Face Value
machineries
Director
Sd/-
Place: Dhaka Mahfel Huq & Co.
Date: September 20, 2017 Chartered Accountants
s) Any material information, which is likely to have an impact on the offering or change
the terms and conditions under which the offer has been made to the public
There is no material information, which is likely to have an impact on the offering or
change the terms and conditions under which the offer has been made to the public
t) Business strategies and future plans - projected financial statements shall be required
only for companies not started commercial operation yet and authenticated by
Chairman, two Directors, Managing Director, CFO, and Company Secretary;
Business Strategies
Future plans
In persuasion of aforesaid Strategies IBPL and its experienced team have been
working insistently keeping in consideration future as well. IBPL has a planned for
expansion of business activities by using IPO proceeds.
Page: 83
u) Discussion on the results of operations shall inter-alia contain the following:
1) A summary of the past financial results after adjustments as given in the auditor’s
report containing significant items of income and expenditure;
4) In case, other income constitutes more than 10% of the total income, the breakup
of the same along with the nature of the income, i.e., recurring or non-recurring;
The Company’s other income is not more than 10% of the total income.
6) In case the issuer has followed any unorthodox procedure for recording sales and
revenues, its impact shall be analyzed and disclosed.
The issuer has not followed any unorthodox procedure for recording sales and
revenues.
Page: 84
v) Comparison of recent financial year with the previous financial years on the major
heads of the profit and loss statement, including an analysis of reasons for the changes
in significant items of income and expenditure, inter-alia, containing the following:
Amounts in Taka
Particulars
30th June,2016 30th June,2015
Analysis of reasons for the changes in significant items of income and expenditure:
Page: 85
4) Future changes in relationship between costs and revenues, in case of
events such as future increase in labor or material costs or prices that will
cause a material change are known;
We are aware of the fact that future is always uncertain that affect business. It
is expected that labor and material price will go up in future because of
inflation and other factors. However, revenue is always adjusted and follows
the trend in line with production cost. Hence, any change in cost will be
reflected in sales price.
5) The extent to which material increases in net sales or revenue are due to
increased sales volume, introduction of new products or services or
increased sales prices;
There is no material increase in sales volume or revenue due to increased sales
volume, introduction of new products or services or increased sales prices.
6) Total turnover of each major industry segment in which the issuer operated;
Pharmaceuticals products are met one of the basic needs for all living being. It
is one of the fastest growing industries in the world. According to IMS by 2017
demand of pharma products will be USD 1,200 billion, which was USD 965
billion in the year 2012.
According to the same source, in the year 2014 Bangladesh pharma market
size was Tk. 10,600 crore with a growth percentage 8.48. For the year ended
30 June 2016 IBPL sales was Tk. 44.48 crore. According to IMS in the year
2015 Bangladesh pharma market size was Tk. 12,000 crore. Insiders of the
industry apprehend that by the year 2020 Bangladesh pharma size will be Tk.
20,000 crore. They also apprehend that pharma products are going to be added
into the Bangladesh export basket in a big way within couple of years.
Therapeutic class wise sales of pharma product in the year 2014 & 2015:
Source:http://www.lightcastlebd.com/blog/2015/12/market-insight-how-the-
bangladesh-pharmaceutical-sector-is-performing-in-2015
Page: 86
7) Status of any publicly announced new products or business segment;
The Company did not announce new products or business segment.
x) Details regarding the changes in the activities of the issuer during the last five
years which may had a material effect on the profits or loss, including
discontinuance of lines of business, loss of agencies or markets and similar
factors;
On 7th June 2016, Honorable High Court division of Supreme Court ordered to
stop manufacturing and marketing antibiotic. It will not create any material effect
since the order came in the last month of the accounting year affecting three weeks’
production and sales. Now we are on the process to get permission for production
and marketing of antibiotic for our continuous effort to comply with required
compliance.
Page: 87
bb) Significant developments subsequent to the last financial year: A statement by
the directors whether in their opinion there have arisen any circumstances since
the date of the last financial statements as disclosed in the prospectus and which
materially and adversely affect or is likely to affect the trading or profitability of
the issuer, or the value of its assets, or its ability to pay its liabilities within the
next twelve months;
A statement by the directors:
In our opinion, there have no circumstances arisen since the date of the last
financial statements as disclosed in the prospectus which materially and adversely
affect or is likely to affect the trading or profitability of the Indo-Bangla
Pharmaceuticals Limited or the value of its assets, or its ability to pay its liabilities
within the next twelve months except the followings:
Sd/- Sd/-
Aziza Yeasmin A F M Anowarul Huq
Chairman Managing Director & Director
Sd/- Sd/-
Hafiza Yeasmin Md. Amin-Ur-Rashid
Director Director
Sd/- Sd/-
Sayeda Huq Fatima Parvin
Director Director
Sd/- Sd/-
Mst. Shahanaz Akter Md. Mizanur Rahman
Director Director
Sd/- Sd/-
Investment Corporation of Bangladesh
S.M. Harun Or Rashid
Represented by Md. Golam Rabbani
Director Independent Director
Sd/- Sd/-
Md. Monirujjaman Md. Firoz Khan
Independent Director Independent Director
Page: 88
cc) If any quarter of the financial year of the issuer ends after the period ended in
the audited financial statements as disclosed in the prospectus, unaudited
financial statements for each of the said quarters duly authenticated by the CEO
and CFO of the issuer;
Unaudited half year financial statements for the period ended July 01, 2017 to
December 31, 2017 are as follows:
Amounts in Taka
Particulars
31st Dec, 2017 30th June, 2017
ASSETS:
Non-current Assets: 594,480,671 536,553,973
Property, Plant and Equipment 588,934,751 536,553,973
Capital Work In Progress 5,545,920 -
Current Assets: 548,622,816 541,115,957
Inventories 158,790,095 151,056,806
Trade & Other Receivables 182,581,765 163,857,128
Advance, Deposits and Prepayments 115,549,486 109,389,792
Cash and Cash equivalents 91,701,470 116,812,231
TOTAL ASSETS 1,143,103,487 1,077,669,930
Sd/- Sd/-
Chief Financial Officer Managing Director
Page: 89
INDO-BANGLA PHARMACEUTICALS LTD
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the Period from 1st July,2017 to 31st December, 2017.
Amounts in Taka
Particulars
July to Dec,2017 July to Dec,2016 October to Dec,2017 October to Dec,2016
Net Sales Revenue 320,331,242 304,577,885 161,100,391 152,552,450
Less: Cost of Sales 191,917,403 182,080,185 96,983,568 91,390,359
Gross Profit 128,413,839 122,497,700 64,116,823 61,162,091
Less: Operating Expenses: 52,998,914 46,788,153 28,790,074 23,401,397
Administrative Expenses 16,881,440 11,649,754 10,737,799 5,873,064
Selling & Distributing Expenses 36,117,474 35,138,399 18,052,275 17,528,333
Profit from Operations 75,414,925 75,709,547 35,326,749 37,760,694
Add: Non Operating Income: 3,276,437 6,745,358 1,300,635 2,895,162
Profit before Contribution to WPPF & Welfare Fund 78,691,362 82,454,905 36,627,384 40,655,855
Less: Contribution to WPPF & Welfare Fund 3,747,208 3,926,424 1,744,161 1,935,993
Profit before Tax 74,944,154 78,528,481 34,883,223 38,719,862
Less: Income Tax Expenses: 26,230,453 27,484,968 12,209,128 13,551,951
Current Tax 13,761,594 22,828,840 6,024,393 11,018,402
Deferred Tax 12,468,859 4,656,128 6,184,735 2,533,549
Net Profit for the year 48,713,701 51,043,513 22,674,095 25,167,911
Earnings per share (Basic) 0.67 0.70 0.31 0.34
Sd/- Sd/-
Chief Financial Officer Managing Director
Page: 90
INDO BANGLA PHARMACEUTICALS LTD
Statement of Changes in Equity
For the Period ended 31st December, 2017
Sd/- Sd/-
Chief Financial Officer Managing Director
Page: 91
INDOBANGLA PHARMACEUTICALS LIMITED
Statement of Cash Flows
For the Period ended 31st December, 2017
Amounts in Taka
Particulars
July to Dec, 2017 July to Dec, 2016
Cash Flow from Operating Activities
Cash receipts from customers 301,562,495 264,869,741
Cash receipts from others income 3,320,547 7,032,550
Cash payment to Suppliers (210,314,337) (170,185,931)
Cash payment to Employees (35,255,741) (27,026,525)
Cash payment to Others (32,936,403) (32,208,078)
Cash Generate from operation 26,376,561 42,481,757
Cash payment against income Tax (7,941,651) (6,658,950)
Net Cash from Operating Activities 18,434,910 35,822,807
Cash Flow from Investing Activities
Acquisition of property, plant and equipment (1,970,070) (23,041,060)
Paid for Work In Progress (5,545,920) -
Advance paid for L/C Margin Machinary (36,029,682) (75,083,450)
Advance paid for Land - -
Net Cash used in Investing Activities (43,545,672) (98,124,510)
Cash Flow from Financing Activities
Proceeds from issue of share capital - -
Net Cash from Financing Activities - -
Net increase in Cash and Cash equivalents (25,110,762) (62,301,703)
Cash and Cash Equivalents at beginning of the
116,812,231 240,795,305
period
Cash and Cash Equivalent at end of the Period 91,701,469 178,493,602
Net Operating Cash flows per Share 0.25 0.49
Sd/- Sd/-
Chief Financial Officer Managing Director
Page: 92
CHAPTER (VII): MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULT OF OPERATIONS
Overview of business:
IBPL started its journey in the 2014, it has transform itself from good to better and it has
been moving towards the great from better through converting to a public limited Company.
Now it is peeping into the Stock Exchanges. Since very inception of its journey IBPL has
been enjoying continuous growth and strengthening its position in the Bangladesh. IBPL’s
mission statement says “Our holistic approach is to ensure Health, Vigour and Happiness for
all by manufacturing ethical drugs and medicines of the highest quality at affordable price
and expanding in the local market.
Strategies:
A business strategy sets out to achieve the desired goals. Business strategy is defined as long-
term business planning which is concerned with the scope of a business' activities.
a) Generic Strategy
b) Competitive Strategy
2. Competitive Strategy: It is concerned with doing things better than rivals. The following
competitive strategies are in place.
Page: 93
(b) SWOT ANALYSIS:
Strengths:
1. Product line variety: The Company’s product line has variety. The company sells
different line of product except anti biotic.
2. Modern Machineries: We have been using modern machineries that that smooth our
operation.
3. Technology: The Company has latest tools and technologies to support production.
4. Dedicated Workforce: Company has dedicated human resources.
Weaknesses:
1. Low Financial Position: Company needs more finance to be competitive over its rivals.
2. Innovation: Innovative effectiveness is low due to the lack of the sophisticated
equipment, lack of the capital, lack of the skilled manpower, and the lack of the
professional in our country.
Opportunity:
1. Demand: The product demand is high and vibrant.
2. Bargain power of Supplier: Pharmaceutical industry depends up organic chemical.
Chemical industry is very competitive and fragmented. So, supplier switching is easier.
3. Labor’s wage: Labor wages is favorable comparing to that of other countries.
4. Product Price: Consumers don’t bother about the pricing as the medicine is lifesaving
product.
5. Market: Pharmaceuticals market is expanding that is an opportunity to capitalize on.
Threat:
1. Intense Competition: There is high rivalry among the competitors to get the market
share as maximum as possible.
2. Threat of entrant: Capital requirement is low. Creating regional distribution network is
very easy. Hence, threat of new entrant is high.
3. Shortage of Power: lack of opportunity to supply emergency power.
(c) Analysis of the financial statements of last five years with reason(s) of fluctuating revenue
and sales, other income, total income, cost of material, finance cost, depreciation and
amortization expense, other expense; changes of inventories, net profit before and after
tax, EPS etc.
Particulars 30-Jun-16 30-Jun-15
Net Sales Revenue 444,777,724 435,024,108
Non-Operating Income 850,491 209,658
Total Income 445,628,215 435,233,766
Cost of Materials 179,027,986 168,618,598
Selling & Distributing Expenses 64,370,377 62,713,451
Depreciation Expense 5,511,791 3,659,617
Amortization Expense - -
Others Expense - -
Changes of Inventories 14,357,261 43,998,114
Net Profit Before Tax 90,807,238 92,629,642
Net Profit After Tax 59,024,705 60,209,267
EPS 2.62 6.40
Page: 94
Reason of Fluctuation:
Revenue:
The company installed modern machineries in last two years in order to increase production
capacity. As a result, production increased as well as turnover increased. Through
installation of new different types of modern machineries, the company has been able to
produce different types of products as well as to create the market of new products. So,
increase of turnover of the company is relevant.
Non-Operating Income:
Since Fixed deposit reserve (FDR) short term is increased, so naturally non-operating income
is increased.
Total Income:
Since Revenue is increased, so naturally total income is increased.
Cost of Materials:
The costs of materials to revenue are consistent over the years.
Finance Cost and Bank Charge:
There is no financial cost duding last two years.
Depreciation and Amortization:
The increase of depreciation is relevant with the procurement and installation of
machineries. No significant changes have been occurred.
The company did not amortize any of its capital expenditure during the last two years.
Other Expenses:
The company did not incur any other expenses other than regular expenses during the last
two years
Changes of inventory:
There has been increasing of installed capacity and sales volume over the year. The demand
for products is also increasing. So, the Company has to maintain sufficient amount of
inventory in order to meet the sales order. Thus inventory is increasing year to year.
Net profit before and after Tax and Earnings per Share
Though net profit before and after tax has been decreased, it is consistent with the growth.
The net profit before and after tax has been decreased due to provision for WPPF. No
unusual changes have been occurred during the last two years on the above matters.
Earnings per Share are properly calculated through using weighted average number of
ordinary shares for each year.
(d) Known trends, demands, commitments, events or uncertainties that are likely to have an
effect on the company’s business:
At present, there are no known trends, events and/or uncertainties that shall have a material
impact on the Company’s future business except for those which are natural and beyond
control of human being.
(f) Off-balance sheet arrangements those have or likely to have a current or future effect on
financial condition:
There are no off-balance sheet arrangements those have or likely to have a current or future
effect on financial condition.
Page: 95
CHAPTER (VIII): DIRECTORS AND OFFICERS
(a) Name, Father’s Name, age, Residential address, Educational qualification, experience and position of each director and nominated director
with nomination period, organization name:
Educational
SL Name of Director, Father’s Name, Age & Experience Residential Address
Qualification
Name: Aziza Yeasmin
Position: Chairman
1 Father's Name: Late Azizul Huq Police Line Sharak, Maitha, Barguna-8700. B.A
Age: 43 Years
Experience: 8 Years
Name: A F M Anowarul Huq
2 Father's Name: Late Azizul Huq 729, College Road, Barisal Sadar, Barisal-8200 M. Sc, LLB
Age: 42 Years
Experience: 19 Years
Name: Hafiza Yeasmin
Position: Director
3 Father's Name: Late Azizul Huq Kazi Para, Begumgonj, Noakhali. MBA, PHD (Denmark)
Age: 41 Years
Experience: 9 Years
Page: 96
Name: Md. Amin-Ur-Rashid
Position: Director
4 Father's Name: Late Harun-Ur- Rashid Akon Bari, 453, West Chandkathi, Jhalokathi M. Sc, MBA
Age: 40 Years
Experience: 17 Years
Name: Sayeda Huq
Position: Director
Father's Name: Late Wazed Mia
5 729, College Road, Barisal Sadar, Barisal-8200 H.S.C
Age: 68 Years
Experience: 14 Years
Name: Fatima Parvin
Position: Director
Father's Name: Dr. Ali Akbar Mia House-Chaprashi Bari, Road-Gohorpur, Haritana,
6 M.A
Barguna
Age: 43 Years
Experience: 9 Years
Name: Mst. Shahanaz Akter
Position: Director
Father's Name: Md. Abdus Sobhan Khan Vill-Vodrashon, Po-Minar Bari, Bandar,
7 H.S.C
Narayangonj
Age: 38 Years
Experience: 8 Years
Page: 97
Name: Md. Mizanur Rahman
Position: Director
Vill: Shibpasha, Post: Raipasha, Thana: Korapur,
8 Father's Name: Md. Jalal Hawladar H.S.C
Dist.: Barisal
Age: 37 Years
Experience: 8 Years
Investment Corporation of
Bangladesh
Name:
Represented by Md. Golam
Rabbani
Position: Director
Age: 54 Years
Experience: 28 Years
Age: 64 Years
Experience: 21 Years
Page: 98
Name: Md. Monirujjaman
Experience: 13 Years
Name: Md. Firoz Khan
(b) Date of first Directorship and Expiry of Current Tenure of the directors:
Date of first Date of Expiration of Current
SL. Name of the Director Position
Directorship term
1 Aziza Yeasmin Chairman 18-Jun-14 4th AGM in 2018
2 A F M Anowarul Huq Managing Director 18-Jun-14 4th AGM in 2018
3 Hafiza Yeasmin Director 18-Jun-14 4th AGM in 2018
4 Md. Amin-Ur-Rashid Director 18-Jun-14 5th AGM in 2019
5 Sayeda Huq Director 10-Oct-14 3rd AGM in 2017
6 Fatima Parvin Director 28-Jul-16 3rd AGM in 2017
7 Mst. Shahanaz Akter Director 28-Jul-16 3rd AGM in 2017
8 Md. Mizanur Rahman Director 28-Jul-16 3rd AGM in 2017
Investment Corporation of Bangladesh
9 Director 12-Jun-16 4th AGM in 2018
Represented by Md. Golam Rabbani
10 S.M. Harun Or Rashid Independent Director 28-Jul-16 5th AGM in 2019
11 Md. Monirujjaman Independent Director 28-Jul-16 5th AGM in 2019
12 Md. Firoz Khan Independent Director 27-Nov-16 5th AGM in 2019
Page: 99
(c) Name of Interest and Involvement in other business or organization of directors:
Directorship/Ownership with
SL Name Designation in IBPL Other Companies
Companies Position
1 Aziza Yeasmin Chairman - -
2 A F M Anowarul Huq Managing Director - -
3 Hafiza Yeasmin Director - -
4 Md. Amin-Ur-Rashid Director - -
5 Sayeda Huq Director - -
6 Fatima Parvin Director - -
7 Mst. Shahanaz Akter Director - -
8 Md. Mizanur Rahman Director - -
Investment Corporation of
Bangladesh
9 Director - -
Represented by Md. Golam
Rabbani
10 S.M. Harun Or Rashid Independent Director - -
11 Md. Monirujjaman Independent Director - -
12 Md. Firoz Khan Independent Director Sabila Sea Foods Ltd. Director
(d) Statement of if any Directors of the issuer are associated with the securities market in any
manner and any director of the issuer company is also director of any issuer of other listed
securities during last three years with dividend payment history and market performance:
None of the Directors are involved in securities market and not involved with other listed
securities during last three years.
(e) Family relationship (father, mother, spouse, brother, sister, son, daughter, spouse’s
father, spouse’s mother, spouse’s brother, spouse’s sister) among the directors and top
five officers:
Page: 100
ii. Family relationship among directors and top five officers of the company:
There is no family relationship exist between directors and top management officers
except mentioned in the prospectus page number 100.
Aziza Yeasmin
Aziza Yeasmin, W/O- Khandakar Mustafizur Rahman, Address: Police Line Sharak,
Maitha, Barguna-8700. She is the Chairman of Indo-Bangla Pharmaceuticals Ltd. She
completed Bachelor of Arts degree from National University.
A F M Anowarul Huq
AFM Anowarul Huq, S/O- Late Azizul Huq, Address: 729, College Road, Barisal Sadar,
Barisal-8200. He completed B. Sc, M.Sc. (Chemistry) and LLB degree from National
University. Mr. A F M Anowarul Huq is the Managing Director of Indo-Bangla
Pharmaceuticals Ltd. and he has 19 years of Professional experience on Pharmaceuticals. He
is also member of Barisal Chamber of Commerce.
Hafiza Yeasmin
Hafiza Yeasmin, W/O- Md. Moniruzzaman, Address: Kazi Para, Begumgonj, Noakhali.
She completed PHD on Rural People Development from University of Copenhagen
(Denmark) dated August 06, 2011. After coming back from Denmark, she involved in Indo-
Bangla Pharmaceuticals Ltd. as Director.
Md. Amin-Ur-Rashid
Md. Amin-Ur-Rashid, S/O- Late Harun-Ur- Rashid, Address: Akon Bari, 453, West
Chandkathi, Jhalokathi. He completed his B. Sc (Botani), M.Sc., MBA, L.L.B from National
University. In 2001, he started his business carrier and involved with Indo-Bangla
Pharmaceuticals Limited. He has 17 years of professional experience of Pharmaceutical
manufacturing industry.
Sayeda Huq
Mrs. Sayeda Huq was born in 5 October, 1949 in Barisal. Her father is Late Wazed Mia,
mother is Late Khandokar Azimunnesa and spouse is Late Azizul Huq. Her residence
address: 729, College Road, Barisal Sadar, Barisal-8200. She has 14 years of professional
experience of Pharmaceuticals manufacturing industry.
Page: 101
Mst. Shahanaz Akter
Mst. Shahanaz Akter, was born in 18 January, 1980 in Barisal. Her father is Md. Abdus
Sobhan Khan, mother is Most. Laily Begum and spouse is Md. Azmol Hossain. Her
residence address: Vill-Vodrashon, Po-Minar Bari, Bandar, Narayangonj. She has 8 years of
professional experience of Pharmaceuticals manufacturing industry.
Md. Monirujjaman
Mr. Md. Monirujjaman was born in April 22, 1979 in Barguna. His father name is Abdur
Rab Khan and mother is Nurjahan Begum. His address is South Patharghata, Patharghata-
8720, Barguna. He finished Master of law from Dhaka International University. After
finishing his educational career, he involved in business. He has 13 years of business
experience. He is an Independent Director of Indo-Bangla Pharmaceuticals Ltd.
(h) Loan status of the issuer, its directors and shareholders who hold 10% or more shares in
the paid-up capital of the issuer in terms of the CIB Report of Bangladesh Bank:
Neither the Company nor any of its Directors or shareholders who hold 10% or more shares
in the paid up capital of the issuer is loan defaulter in terms of the CIB report of Bangladesh
Bank.
Page: 102
(i) Name, position, educational qualification, age, date of joining in the company, overall experience (in year), previous employment, salary
paid for the financial year of the CEO, MD, CFO, CS, Advisers, Consultants and all Departmental Heads. If the Chairman, any director or
any shareholder received any monthly salary than this information should also be included:
Salary
paid for
Overall
Educational Age Date of Previous the
Sl. Name Position Experience
Qualification (Year) Joining Employment Financial
(Year)
Year
30.06.16
1 A F M Anowarul Huq Managing Director M. Sc, LLB 42 18.06.2014 19 Self-employment 1,050,000
Chief Financial
2 Md. Faruque Hossain M.BS (Accounting) 31 01.07.2016 5 Shafiq Basak & Co. -
Officer
BRAC Health,
3 Md. Shamem Gazi Company Secretary MSS 36 03.05.2016 8 Population, & 60,000
Nutrition Program
Plant Manager &
M. Pharma, Reg.
4 Shah-E-Azam head of Product 56 18.06.2014 21 Indo Bangla Works 240,000
no. A-1074
Development
5 Mizanur Rahaman Manager Operation M.Sc. 47 18.06.2014 19 Indo Bangla Works 228,000
6 Binay Bhuson Mondal Production Manager M.Sc. 53 18.06.2014 6 Indo Bangla Works 228,000
Md. Mustafizur
7 Manager (Admin) M.Com. LLB 42 18.06.2014 18 Indo Bangla Works 216,000
Rahman
Co-ordination
8 Orun Kumar Duary B.A 58 18.06.2014 23 Indo Bangla Works 192,000
Manager
9 Reazul Haque Pharmacist M. Pharma 37 18.06.2014 7 Indo Bangla Works 120,000
10 Sudhir Kumar Pharmacist M.Sc. in Chemistry 34 18.06.2014 7 Indo Bangla Works 180,000
Manager, Quality M. Pharma Reg.
11 Mrs. Dilruba Begum 42 2.10.2016 17 Refco Laboratories 300,000
Assurance no. A-2487
Chemist
Mr. Binoy Bhuson Manager,
12 M.Sc. (Chemistry) 56 18.06.2014 28 Laboratories Ltd., 300,000
Mondol Production
Indo Bangla Works
Page: 103
(j) Changes in the key management persons during the last three years:
The following changes have been made in the senior key management personnel during the last three years:
(k) A profile of the sponsors including their names, father’s names, age, personal addresses, educational qualifications, and experiences in the
business, positions or posts held in the past, directorship held, other ventures of each sponsor and present position:
Page: 104
Name: Aziza Yeasmin
Page: 105
(l) If the present directors are not the sponsors and control of the issuer was acquired within
five years immediately preceding the date of filing prospectus details regarding the
acquisition of control, date of acquisition, terms of acquisition, consideration paid for
such acquisition etc.
Consideration
Acquisition Date of Terms of
Name paid for such
of Control Acquisition Acquisition
Acquisition
Sayeda Huq 10-Oct-14 7-Jul-14 N/A Cash
Fatima Parvin 28-Jul-16 7-Jul-14 N/A Cash
Mst. Shahanaz Akter 28-Jul-16 7-Jul-14 N/A Cash
Md. Mizanur Rahman 28-Jul-16 7-Jul-14 N/A Cash
Investment Corporation of
Bangladesh Represented by 12-Jun-16 6-Aug-15 N/A Cash
Md. Golam Rabbani
S.M. Harun Or Rashid 28-Jul-16 N/A N/A Appointed as
Md. Monirujjaman 28-Jul-16 N/A N/A Independent
Md. Firoz Khan 27-Nov-16 N/A N/A Director
(m) If the sponsors or directors do not have experience in the proposed line of business, the
fact explaining how the proposed activities would be carried out or managed:
All the directors have adequate knowledge to carry out this line of business.
Director Remuneration
Amount in (BDT)
Name Position
2015-2016 2014-2015
Mr. A.F.M Anowarul Huq Managing Director 1,050,000 -
Factory Rent
Nature of Amount in (BDT)
Name Position
Transaction 2015-2016 2014-2015
Mrs. Aziza Yeasmin Chairman
Mr. A.F.M Anowarul Huq Managing Director
Factory Rent 1,308,000 425,100
Mrs. Hafiza Yeasmin Director
Mrs. Sayeda Huq Director
Page: 106
(o) All interests and facilities enjoyed by a director, whether pecuniary or non-pecuniary:
Facilities whether pecuniary or non-pecuniary enjoyed by the Directors will remain
unchanged during the publication period of the Prospectus. Interest and facility is already
disclosed in Executive Compensation of the Prospectus.
Pecuniary non-pecuniary
Executive
Sl. Name of Directors Position Board Car House
Post Salary
Fee Facilities Keeping
1 Aziza Yeasmin Chairman - x √ x
A F M Anowarul Managing Managing
2 √ √ x
Huq Director Director
3 Hafiza Yeasmin Director - x √ x
Md. Amin-Ur-
4 Director - x √ x
Rashid
5 Sayeda Huq Director - x √ x
6 Fatima Parvin Director - x √ x
Mst. Shahanaz
7 Director - x √ x
Akter
Md. Mizanur
8 Director - x √ x
Rahman
Investment
Corporation of
9 Bangladesh Director - x √ x
Represented by Md.
Golam Rabbani
S.M. Harun Or
10 - x √ x
Rashid Independent
11 Md. Monirujjaman Director - x √ x
12 Md. Firoz Khan - x √ x
Number of %
Sl. Name of Director Position
Shares Held Pre-IPO
1 Aziza Yeasmin Chairman 2,005,000 2.75%
2 A F M Anowarul Huq Managing Director 12,435,000 17.03%
3 Hafiza Yeasmin Director 2,005,000 2.75%
4 Md. Amin-Ur-Rashid Director 2,515,000 3.45%
5 Sayeda Huq Director 2,001,000 2.74%
6 Fatima Parvin Director 2,461,000 3.37%
7 Mst. Shahanaz Akter Director 2,051,000 2.81%
8 Md. Mizanur Rahman Director 2,051,000 2.81%
Investment Corporation of Bangladesh
9 Director 15,000,000 20.55%
Represented by Md. Golam Rabbani
10 S.M. Harun Or Rashid Independent Director - 0.00%
11 Md. Monirujjaman Independent Director - 0.00%
12 Md. Firoz Khan Independent Director - 0.00%
Page: 107
(q) Change in board of directors during last three years:
Page: 108
CHAPTER (IX): CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
i: Director Remuneration
Amount in (BDT)
Name Position
2015-2016 2014-2015
Mr. A.F.M Anowarul Huq Managing Director 1,050,000 -
Sd/-
Place: Dhaka Mahfel Huq & Co.
Date: June 20, 2017 Chartered Accountants
* The Company was incorporated on June 18, 2014 under the Company Act, 1994 vide registration no. C-
116665/14 as private limited company.
Page: 109
(b) There is no transaction or arrangement entered into by the issuer or its subsidiary or
associate or entity owned or significantly influenced by a person who is currently a director
or in any way connected with a director of either the issuer company or any of its
subsidiaries or holding company or associate concerns, or who was a director or connected
in any way with a director at any time during the last three years prior to the issuance of
the prospectus except the transaction mentioned in CHAPTER (IX) (a) page number 109.
(c) No loan was taken or given from or to Directors or any person connected with the
Directors of Indo-Bangla Pharmaceuticals Limited.
Page: 110
CHAPTER (X): EXECUTIVE COMPENSATION
(a) The total amount of remuneration or salary or perquisites paid to the top five salaried
officers of the issuer in the last accounting year and the name and designation of each
such officer:
The joining date of Md. Shamem Gazi, Company Secretary is 03/05/2016 and A F M Anowarul Huq,
Managing Director took remuneration from 1st December, 2015.
(b) Aggregate amount of remuneration paid to all directors and officers as a group during the
last accounting year:
(c) If any shareholder director received any monthly salary or perquisite or benefit it must be
mentioned along with date of approval in AGM or EGM, terms thereof and payments
made during the last accounting year:
The following shareholder director received monthly salary or perquisite or benefit:
payments
made during
Nature of Date of
Name Designation Terms the last
Transaction Approval
accounting
year
A.F.M Anowarul Managing 30-Nov-15
Remuneration N/A 1,050,000
Huq Director (In AGM)
*There are no terms thereof.
Page: 111
(d) The board meeting attendance fees received by the director including the managing
director along with date of approval in AGM or EGM:
The following directors including the managing director received board meeting attendance
fees:
Board Meeting Fee
Name & Designation Attendance Date of Approval
(Amount in Tk.)
Aziza Yeasmin
7 35,000
Chairman
A F M Anowarul Huq
7 35,000
Managing Director
Hafiza Yeasmin
7 35,000
Director
Md. Amin-Ur-Rashid 30-Nov-15
7 35,000
Director (In AGM)
Sayeda Huq
7 35,000
Independent Director
Md. Bellal Khan
7 35,000
Ex-Director
Aysha Siddika
7 35,000
Ex-Chairman
(e) Any contract with any director or officer providing for the payment of future
compensation:
There is no contract between the Company and any of directors or officers regarding any
future compensation to be made to them.
(f) If the issuer intends to substantially increase the remuneration paid to its directors and
officers in the current year, appropriate information regarding thereto:
The directors did not receive any remuneration except Managing Director. The Company
has no plan for substantially increasing salaries to its officers except for those that are paid as
annual increment to their salaries.
(g) Any other benefit or facility provided to the above persons during the last accounting
year:
No other benefit or facility (Car Facility, Housekeeping etc.) provided to the above persons
during the last accounting year.
Page: 112
CHAPTER (XII): TRANSACTION WITH THE DIRECTORS AND
SUBSCRIBERS TO THE MEMORANDUM
(a) The names of the directors and subscribers to the memorandum, the nature and amount of
anything of value received or to be received by the issuer from the above persons, or by
the said persons, directly or indirectly, from the issuer during the last five years along
with the description of assets, services or other consideration received or to be received;
i: Director Remuneration
Amount in (BDT)
Name Position
2015-2016 2014-2015
Mr. A.F.M Anowarul Huq Managing Director 1,050,000 -
Page: 113
(b) If any assets were acquired or to be acquired within next two financial years from the
aforesaid persons, the amount paid for such assets and the method used to determine the
price shall be mentioned in the prospectus, and if the assets were acquired by the said
persons within five years prior to transfer those to the issuer, the acquisition cost thereof
paid by them.
a) A.F.M Anowarul Huq, Mrs. Hafiza Yeasmin, Sayeda Haq and Mrs. Aziza Yeasmin:
2. The following asset and liabilities was acquired by the Company from Mr. A.F.M Anowarul
Huq:
Particulars
Amount in Taka
Assets Taken Over
Machineries 98,000,000
Generator 2,882,879
Furniture & Fixture 390,074
Office Equipment 55,901
Transport 1,861,826
Inventory 103,277,537
Trade & Other Receivables 44,517,949
Advance, Deposit and Prepayments 30,889,668
Cash & Cash Equivalents 1,224,665
Total Assets: 283,100,499
Liabilities Taken Over:
Trade & Other Payables 9,536,835
Liabilities for Expenses 3,726,451
Total Liabilities: 13,263,286
Purchase Consideration 269,837,213
* The Company was incorporated on June 18, 2014 under the Company Act, 1994 vide registration no.
C-116665/14 as private limited company.
Page: 114
CHAPTER (XIII): OWNERSHIP OF THE COMPANY’S SECURITIES
a) The names, addresses, BO ID Number of all shareholders of the company before IPO, indicating the amount of securities owned and the
percentage of the securities represented by such ownership:
No. of
Sl. Name of Shareholders Position Address % (Pre) BO ID
Share
1 Aziza Yeasmin Chairman Police Line Sharak, Maitha, Barguna-8700. 2,005,000 2.7466% 1201530062008346
Managing 729, College Road, Barisal Sadar, Barisal-
2 A F M Anowarul Huq 12,435,000 17.0342% 1201530062008298
Director 8200
3 Hafiza Yeasmin Director Kazi Para, Begumgonj, Noakhali 2,005,000 2.7466% 1201530062008311
4 Md. Amin-Ur-Rashid Director North Chandkhathi, Jhalokati-8400 2,515,000 3.4452% 1201950062016965
5 Fatima Parvin Director Vill-Patorghta, Dist- Borguna 2,461,000 3.3712% 1201950062017274
6 Sayeda Huq Director 729, College Road, Barisal Sadar, Barisal-8200 2,001,000 2.7411% 1201950062017258
House- Khan Bari, Road- Bondor,
7 Mst. Shahanaz Akter Director 2,051,000 2.8096% 1201530062017017
Narayangonj
Vill: Shibpasha, Post: Raipasha, Thana:
8 Md. Mizanur Rahman Director 2,051,000 2.8096% 1201530062017282
Korapur, Dist.: Barisal
9 Aysha Siddika Shareholder 200, Shantibagh, Malibagh, Dhaka-1217 2,005,000 2.7466% 1201530062017266
House No #271, Blessed Hill Residence
10 Md. Bellal Khan Shareholder (6B), Road No-07, Block-I, Bashundhara 3,140,000 4.3014% 1201530062008303
R/A, Dhaka-1229.
Investment Corporation of
8, Rajuk Avenue, BDBL Bhaban, (Level 14
11 Bangladesh Represented by Md. Shareholder 15,000,000 20.5479% 1201530000003501
-17) Dhaka-1000
Golam Rabbani
12 ICB Capital Management Limited Shareholder 8, DIT Avenue (14th Floor), Dhaka-1000 1,000,000 1.3699% 1201530000001725
13 Bangladesh Fund Shareholder Green City Edge (4th Floor), 89, Kakrail 6,000,000 8.2192% 1605420043478871
Suvastu Imam Square (4th floor), 65
14 FAS Capital Management Limited Shareholder 450,000 0.6164% 1604630040382971
Gulshan Avenue, Gulshan, Dhaka
Ideal Trade Centre (7th Floor) 102, Shahid
15 Continental Insurance Limited Shareholder Tajuddin Ahmed Sarani Tejgaon, Dhaka- 250,000 0.3425% 1203510009734492
1208
Page: 115
Bash Bari, Flat No: A-4, Mohammadpur,
16 Saiful Islam Kamruz Shareholder 100,000 0.1370% 1204170000858864
Dhaka 1204
17 Md. Siddiqur Rahman Shareholder C-2, House-5, Road-4, Sector-6, Uttara 150,000 0.2055% 1203850050304882
18 Sayed Sakib Naimuddin Shareholder 27, Panchlaish R/A, Chittagong 100,000 0.1370% 1203680043529568
Rabiya Vila, Kagirgaon, Hazi Samad Road,
19 Mr. Hazi Abdul Kader Mia Shareholder 1,000 0.0014% 1202800018215401
Matuail, Dhaka
20 Mr. Ayub Hossain Khan Shareholder Ka-67/4, Khanpara, Khilkhet, Dhaka 1,000 0.0014% 1202800000042215
21 Mr. S.M. Ashfaqur Rahman Shareholder 14/2-A, Tikatuli, Dhaka 101,000 0.1384% 1202240049275011
22 Mr. Md. Mustafizur Rahman Shareholder 5, Shiddeshwary Road, Dhaka 105,000 0.1438% 1202800005735176
Sena Kallan Bhaban (13th Floor), Room
23 Md. Mostafijur Rahman Shareholder 50,000 0.0685% 1204040000208271
no. 1308, Motijheel, Dhaka.
Tazul Islamer Bari, Hazinagar, Sharulia,
24 Shamima Akhter Shareholder 30,000 0.0411% 1202830048268769
Deamra, Dhaka-1361
25 Md. Abul Kalam Azad Shareholder Kabi Jashim Uddin Road, Dhaka 51,000 0.0699% 1202800003934084
House-30, Flat-304, Bashiruddin Road,
26 Akram Hossain Md. Feroz Shareholder 2,800,000 3.8356% 1205150000008272
Katalbagan, Dhanmondi, Dhaka
Shantibag, Talukdarpara, Eidgha land,
27 A.T.M. Shafiqul Hasan Shareholder 120,000 0.1644% 1201590029913417
Bogra
Silikon Cottage, House-300/l, Road-14,
28 Rajib Kumar Saha Shareholder 20,000 0.0274% 1202020017193489
Block-A, Bashundhara R/A, Dhaka
30/2 Nirgar lovely Road, West Subid
29 Zillur Rahman Zilu Shareholder 20,000 0.0274% 1203550038380920
Bazar, Sylhet
House no.39, Flat No.201, Road no.6,
30 Md. Abdullah Al Mamun Shareholder 20,000 0.0274% 1202240060691166
Sector-4, Uttara, Dhaka
31 Shamima Nasrin Shareholder 56/Ka, South Mugda, Dhaka 50,000 0.0685% 1204560043510669
32 Kazi Mahbubul Haque Shareholder 56/Ka, South Mugda, Dhaka 50,000 0.0685% 1204560055357102
33 Eng. Mahmudul Hasan Shareholder 3/3 Block-C, Lalmatia, Dhaka-1207 110,000 0.1507% 1203520064660290
37/A, SBC Tower (7th Floor), Dilkusha
34 BMSL Invesment Ltd. Shareholder 10,000 0.0137% 1604940020020801
C/A, Dhaka
Rupayun Prime (7th Floor), Plot No. 02,
35 Abaci Invesment Ltd (MDA) Shareholder 10,000 0.0137% 1602770045524684
Road: 7Dhanmondi, Dhaka
36 Khairul Hossain Shareholder 338/D/3, North Goran, Khilgaon, Dhaka- 1219 20,000 0.0274% 1201700058531344
House No. 14. Road No. 6A, Nobodoy
37 Partho Kumar Bagchi Shareholder 50,000 0.0685% 1203570011404113
Housing, Mhammadpur, Dhaka-1207
Page: 116
House No 27 Flat No -16, Mollabari,
38 H. A. Mamun Shareholder 101,000 0.1384% 1202010055060934
Kawlar, Kurmitola, Dhaka
Masud Garden, Flat-5A H#22/16, Khiljee
39 Satyendra Nath Roy Shareholder 48,000 0.0658% 1202060015277340
road, Mohammadpur, Dhaka-1207
40 Eurodesh Consumer Products Ltd. Shareholder 3/3, Blo0ck-C, Lalmatia, Dhaka 1,000 0.0014% 1205150055070966
Jets Clitoria (7th Floor) 195/2,
41 Sonamoni Saha Shareholder 1,000 0.0014% 1201910061487831
Tejkunipara, Dhaka
Roseberry, Flat no- A-6, 159 Baro
42 Most. Afroza Akter Shareholder 1,000 0.0014% 1201910061487831
Mogbazar, Dr. Goli, Dhaka
43 Lubna Nishat Mim Shareholder House-Karovi House, C & B Road, Barisal. 42,000 0.0575% 1201950062052254
House No #271, Blessed Hill Residence
44 Jannatul Marzan Shareholder (7th Floor), Road No-07, Block-I, 2,251,000 3.0836% 1201530062052262
Bashundhara R/A, Dhaka-1229.
Post: Shapa, Thana-Modbaria, Dist-
45 Nazmun Nahar Shareholder 1,301,000 1.7822% 1201530062017241
Pirojpur
46 Md. Abdus Sabur Khan Shareholder Vill- Kulpuddi, Dist- Madaripur 1,651,000 2.2616% 1201950062017033
House-13/a-2, K, M, Das Lane, Tikatuli,
47 Md. Abdur Rashid Shareholder 201,000 0.2753% 1202240061364251
Dhaka-1203
House-28(2nd floor), Road-8/2, Block-E,
48 Masuda Islam Sharnali Shareholder 501,000 0.6863% 1605860064702075
South Bonosree, Dhaka
House-Rupayan Center (8th floor), Road-
49 Shakil Mahmud Shareholder 751,000 1.0288% 1605550062101886
72, Mohakhali, Dhaka
House-112/Ka, Central Road, Dhanmondi,
50 Mohammad Towhidul Islam Shareholder 801,000 1.0973% 1202830055707558
Dhaka-1205
House-22/7, Bijli Moholla,
51 Md. Foysal Ahamed Shareholder 501,000 0.6863% 1203040058175818
Mohammadpur, Dhaka-1207
House-40, Road-Hajinagar, Ideal road,
52 Md. Abdul Kaiwm Sikder Shareholder 751,000 1.0288% 1202830048268991
Sharulia, Dhaka-1361
Road-2205, Lutfor Rahman Sarak,
53 Safia Begum Shareholder 901,000 1.2342% 1201950062016973
Nathullabad, Barisal
Hazrat Shahajalal Sarok, House No-221,
54 Soneya Akter Shareholder 701,000 0.9603% 1201950062016957
Barisal.
Hazi Jalal Ahmed Lane, House No-530,
55 Tania Rashid Shareholder 751,000 1.0288% 1201950062016991
Thana- Kotoali, Barisal.
Page: 117
56 Md. Alauddin Shareholder Road-453, East Chandkatti, Jhalkati 651,000 0.8918% 1201950062016981
Flat no-F-8/7, CAAB R/A, Kawlar,
57 Tahmina Nupur Shareholder 151,000 0.2068% 1201730063759395
Kurmitola, Dhaka
Houseno-17, Road-10, Middle Basabo,
58 Md. Masum Billah Shareholder 1,000 0.0014% 1203130025666759
Dhaka
House-50, Road-3, Block-B, Niketon,
59 Md. Khalid Hossain Shareholder 1,000 0.0014% 1203130025666759
Gulshan-1, Dhaka
Rupayan Prime (7th floor), Plot-2, Road-7,
60 Mushfiq Ul Quayoom Shareholder 1,000 0.0014% 1203130025666759
Dhanmondi, Dhaka-1205
House no-37(a-3), Road no-1, Banani
61 Neaz Rahman Shaqib Shareholder 1,000 0.0014% 1604630054980351
DOHS, Banani, Dhaka-1213
H-80, Flat-FG-3, Road-9/A, West
62 Md. Ziaul Hossain Shareholder 300,000 0.4110% 1201530062955713
Dhanmondi, Dhaka
63 Md. Emdadul Hoque Shareholder 343 South Katner Para, Borogola, Bogra 300,000 0.4110% 1202830063196835
81/B Malibagh Chowdhuripara, Malibagh,
64 Md. Obaidul Islam Khan Shareholder 50,000 0.0685% 1204220040609968
Dhaka
65 Md. Farid Ahmed Shareholder B-7, Firoza Rose, 12 Eskaton, Dhaka-1000 700,000 0.9589% 1604940059674010
H-6 (2nd floor), Nasrin Vila, Dhaka
66 Jubaida Nasrin Shareholder 50,000 0.0685% 120430020835718
Housing, Adabor, Shamoli, Dhaka
Flat-5A, Musa-Al- Bait, H-1/A,
67 Md. Humayan Kabir Shareholder 100,000 0.1370% 1203680020762241
Sipahibugh, Khilgaon, Dhaka-1219
H-4, Road-18, Block-B, Shajalal
68 Iqbal Ahmed Shareholder 50,000 0.0685% 1201820062950662
Uposhahor, Sylhet.
257/C, Free School Street, Kathal bagan,
69 Mst. Nurun Nahar Parvin Shareholder 50,000 0.0685% 1602770062695315
Kalabagan, Dhaka-1205
Total 73,000,000 100.00%
Page: 118
b) There shall also be a table showing the name and address, age, experience, BO ID Number, TIN number, numbers of shares held including
percentage, position held in other companies of all the directors before the public issue:
Experience: 19 Years
BO ID: 1201530062008298
Name: Hafiza Yeasmin, Director
Address: Kazi Para, Begumgonj,
Noakhali
3 Age: 41 Yrs. E-TIN-1 898398833660 2,005,000 2.75% - -
Experience: 9 Years
BO ID: 1201530062008311
Name: Md. Amin- Ur- Rashid, Director
Address: North Chandkhaty, Jhalokati-
8400
4 Age: 40 Yrs. E-TIN- 895320146249 2,515,000 3.45% - -
Experience: 17 Years
BO ID: 1201950062016965
Page: 119
Name: Sayeda Huq, Director
Address: 729, College Road, Barisal
Sadar, Barisal-8200
5 Age: 68 Yrs. E-TIN- 142318998550 2,001,000 2.74% - -
Experience: 14 Yrs.
BO ID: - 1201950062017258
Page: 120
Name: Md. Mizanur Rahman, Director
Address: Vill: Shibpasha, Post:
Raipasha, Thana: Korapur, Dist.: Barisal
9 Age: 37 Yrs. E-TIN- 785984591910 2,051,000 2.81% - -
Experience: 8 Years
BO ID: - 1201530062017282
Name: S.M. Harun Or Rashid,
Independent Director
Address: House No # 15 (Ground
Floor), Road No # 14, Block # D,
10 Pallabi, Mirpur – 12, Dhaka – 1216 E-TIN- 8 539075254273 - - - -
Age: 64 Yrs.
Experience: 21 Years
BO ID: - 1202800018215401
Name: Md. Monirujjaman, Independent
Director
Address: Vill-South Patharghata, PS-
Patharghata -8720, Barguna
11 E-TIN- 363697664509 - - - -
Age: 38 Yrs.
Experience: 13 Yrs.
BO ID: -
Name: Md. Firoz Khan, Independent
Director
Address: Post: Anail Bania, Thana:
Kathalia, Dist.: Jhalokati
Sabila Sea Foods
12 Age: 42 Yrs. E-TIN- 413952431680 - - Director
Ltd.
Experience: 15 Yrs.
BO ID: -
Page: 121
c) The average cost of acquisition of equity shares by the directors certified by the auditors:
Indo-Bangla Pharmaceuticals Limited allotted shares in face value and the average cost of acquisition of equity by the directors is Tk. 10.00 each.
Necessary particulars of shareholdings, allotment date and consideration are given below:
Investment
Corporation
of
AFM Md. Mst. Md.
Hafiza Sayeda Fatima Bangladesh S.M. Harun Md. Md. Firoz Face
Date of Aziza Yeasmin Anowarul Amin-Ur- Shahanaz Mizanur
Yeasmin Huq Parvin Represented Or Rashid Monirujjaman Khan value of
Allotment/ Huq Rashid Akter Rahman Consideration
by Md. Share
Transfer
Golam (Tk.)
Rabbani
Managing Independent Independent Independent
Chairman Director Director Director Director Director Director Director
Director Director Director Director
18-Jun-14 5,000 55,000 5,000 15,000 - - - - - - - - Cash 10.00
Other than in
7-Jul-14 - 9,800,000 - - - - - - - - - - 10.00
cash
10-Oct-14 - (1,000) - - 1,000 - - - - - - - Cash 10.00
6-Aug-15 - - - 1,000,000 - - - - 5,000,000 - - - Cash 10.00
10-Dec-15 - (293,000) - - - 1,000 1,000 1,000 - - - - Cash 10.00
6-Jun-16 2,000,000 2,849,000 2,000,000 1,500,000 2,000,000 2,460,000 1,700,000 2,050,000 10,000,000 - - - Cash 10.00
28-Jul-16 - 25,000 - - - - 350,000 - - - - - Cash 10.00
Total 2,005,000 12,435,000 2,005,000 2,515,000 2,001,000 2,461,000 2,051,000 2,051,000 15,000,000 - - -
Sd/-
Place: Dhaka Mahfel Huq & Co.
Dated: October 17, 2017 Chartered Accountants
Page: 122
d) A detail description of capital built up in respect of shareholding (name-wise) of the issuer’s sponsors or directors. In this connection, a
statement to be included: -
Aziza Yeasmin
Chairman
Date of Issue
No. of % Pre- % Post
Allotment/ Nature of Face Price/Acquisition Cumulative no. Sources
Consideration Equity issue paid issue paid
Transfer of fully issue value Price/Transfer of Equity shares of fund
shares up capital up capital
paid- up shares Prices
18-Jun-14 Cash Ordinary 5,000 10.00 10.00 5,000 Own
2.75% 2.16%
6-Jun-16 Cash Share 2,000,000 10.00 10.00 2,005,000 Source
A F M Anowarul Huq
Managing Director
Date of Issue
No. of % Pre- % Post
Allotment/ Nature of Face Price/Acquisition Cumulative no. Sources
Consideration Equity issue paid issue paid
Transfer of fully issue value Price/Transfer of Equity shares of fund
shares up capital up capital
paid- up shares Prices
18-Jun-14 Cash 55,000 10.00 10.00 55,000
7-Jul-14 Other than in Cash 9,800,000 10.00 10.00 9,855,000
10-Oct-14 Cash Ordinary (1,000) 10.00 10.00 9,854,000 Own
17.03% 13.37%
10-Dec-15 Cash Share (293,000) 10.00 10.00 9,561,000 Source
6-Jun-16 Cash 2,849,000 10.00 10.00 12,410,000
28-Jul-16 Cash 25,000 10.00 10.00 12,435,000
Hafiza Yeasmin
Director
Date of Issue
No. of % Pre- % Post
Allotment/ Nature of Face Price/Acquisition Cumulative no. Sources
Consideration Equity issue paid issue paid
Transfer of fully issue value Price/Transfer of Equity shares of fund
shares up capital up capital
paid- up shares Prices
18-Jun-14 Cash Ordinary 5,000 10.00 10.00 5,000 Own
2.75% 2.16%
6-Jun-16 Cash Share 2,000,000 10.00 10.00 2,005,000 Source
Page: 123
Md. Amin-Ur-Rashid
Director
Date of Issue
No. of % Pre- % Post
Allotment/ Nature of Face Price/Acquisition Cumulative no. Sources
Consideration Equity issue paid issue paid
Transfer of fully issue value Price/Transfer of Equity shares of fund
shares up capital up capital
paid- up shares Prices
18-Jun-14 Cash 15,000 10.00 10.00 15,000
Ordinary Own
6-Aug-15 Cash 1,000,000 10.00 10.00 1,015,000 3.45% 2.70%
Share Source
6-Jun-16 Cash 1,500,000 10.00 10.00 2,515,000
Sayeda Huq
Director
Date of Issue
No. of % Pre- % Post
Allotment/ Nature of Face Price/Acquisition Cumulative no. Sources
Consideration Equity issue paid issue paid
Transfer of fully issue value Price/Transfer of Equity shares of fund
shares up capital up capital
paid- up shares Prices
10-Oct-14 Cash Ordinary 1,000 10.00 10.00 1,000 Own
2.74% 2.15%
6-Jun-16 Cash Share 2,000,000 10.00 10.00 2,001,000 Source
Fatima Parvin
Director
Date of Issue
No. of % Pre- % Post
Allotment/ Nature of Face Price/Acquisition Cumulative no. Sources
Consideration Equity issue paid issue paid
Transfer of fully issue value Price/Transfer of Equity shares of fund
shares up capital up capital
paid- up shares Prices
10-Dec-15 Cash Ordinary 1,000 10.00 10.00 1,000 Own
3.37% 2.65%
6-Jun-16 Cash Share 2,460,000 10.00 10.00 2,461,000 Source
Page: 124
Md. Mizanur Rahman
Director
Date of Issue
No. of % Pre- % Post
Allotment/ Nature of Face Price/Acquisition Cumulative no. Sources
Consideration Equity issue paid issue paid
Transfer of fully issue value Price/Transfer of Equity shares of fund
shares up capital up capital
paid- up shares Prices
10-Dec-15 Cash Ordinary 1,000 10.00 10.00 1,000 Own
2.81% 2.21%
6-Jun-16 Cash Share 2,050,000 10.00 10.00 2,051,000 Source
Md. Monirujjaman
Independent Director
Date of Issue
No. of % Pre- % Post
Allotment/ Nature of Face Price/Acquisition Cumulative no. Sources
Consideration Equity issue paid issue paid
Transfer of fully issue value Price/Transfer of Equity shares of fund
shares up capital up capital
paid- up shares Prices
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Page: 125
Md. Firoz Khan
Independent Director
Date of Issue
No. of % Pre- % Post
Allotment/ Nature of Face Price/Acquisition Cumulative no. Sources
Consideration Equity issue paid issue paid
Transfer of fully issue value Price/Transfer of Equity shares of fund
shares up capital up capital
paid- up shares Prices
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Aysha Siddika
Sponsor
Date of Issue
No. of % Pre- % Post
Allotment/ Nature of Face Price/Acquisition Cumulative no. Sources
Consideration Equity issue paid issue paid
Transfer of fully issue value Price/Transfer of Equity shares of fund
shares up capital up capital
paid- up shares Prices
18-Jun-14 Cash Ordinary 5,000 10.00 10.00 5,000 Own
2.75% 2.16%
6-Jun-16 Cash Share 2,000,000 10.00 10.00 2,005,000 Source
Md. Bellal Khan
Sponsor
Date of Issue
No. of % Pre- % Post
Allotment/ Nature of Face Price/Acquisition Cumulative no. Sources
Consideration Equity issue paid issue paid
Transfer of fully issue value Price/Transfer of Equity shares of fund
shares up capital up capital
paid- up shares Prices
18-Jun-14 Cash 15,000 10.00 10.00 15,000
6-Aug-15 Cash 1,000,000 10.00 10.00 1,015,000
Ordinary Own
6-Jun-16 Cash 2,500,000 10.00 10.00 3,515,000 4.30% 3.38%
Share Source
28-Jul-16 Cash (25,000) 10.00 10.00 3,490,000
28-Jul-16 Cash (350,000) 10.00 10.00 3,140,000
e) Detail of shares issued by the company at a price lower than the issue price:
All the shares are issued by the Company at face value of Tk. 10.00 before this issue.
Page: 126
f) History of significant (5% or more) changes in ownership of securities from inception:
Investment Corporation of Bangladesh
A F M Anowarul Huq Bangladesh Fund
Date of Allotment/Transfer Represented by Md. Golam Rabbani
No. of Share
18-Jun-14 55,000 - -
7-Jul-14 9,800,000 - -
10-Oct-14 (1,000) - -
6-Aug-15 - 5,000,000 1,000,000
10-Dec-15 (293,000) 10,000,000 -
6-Jun-16 2,849,000 - 5,000,000
28-Jul-16 25,000 - -
Total 12,435,000 15,000,000 6,000,000
Page: 127
CHAPTER (XIV): CORPORATE GOVERNANCE
The Company declares that it has been complied with the requirements of the applicable
regulations of Corporate Governance Guidelines of Bangladesh Securities and Exchange
Commission (BSEC) with the exception of clause 1.2(i) at least one fifth (1/5) of the total
number of directors in the company’s board shall be independent directors. The board of
directors of the company has constitutes several committees under the board for good
governance. A certificate of compliance from competent authority has been incorporated
accordingly.
Sd/-
A F M Anowarul Huq
Managing Director
Indo-Bangla Pharmaceuticals Limited
Such compliance to the codes of Corporate Governance is the responsibility of the company.
Our examination for the purpose of issuing this certificate was limited to the procedures
including implementation thereof as adopted by the Company for ensuring the compliance
on the attached statement on the basis of evidence gathered and representation received.
In our opinion and to the best of our information and according to the explanations provided
to us, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in the above-mentioned guidelines is issued by BSEC.
Sd/-
Jayanta Kumer Podder
ACS, FCMA
Place: Dhaka. Podder & Associates
Date: June 12, 2017 Cost and Management Accountants
Page: 128
Compliance Report on BSEC's Notification
Indo-Bangla Pharmaceuticals Limited
Status of Compliance with the conditions imposed by the Commission`s Notification No.
SEC/CMRRCD/2006-158/134/Admin/44 dated 07 August 2012, as amended vide
notification dated 21 July 2013 and 18 August 2013 issued under section 2CC of the Securities
and Exchange Ordinance, 1969:
(Report Under Condition No. 7.00)
Compliance Status
(Put √ in the
Condition Remarks
Title appropriate column)
No. (if any)
Non-
Complied
complied
1.0 Board of Directors
1.1 Board's Size
The number of the Board members of
the company shall not be less than 5 √
(five) and more than 20 (twenty)
1.2 Independent Directors
At least on fifth (1/5) of the total Appointed three
1.2(i) number of directors in the company's √ Independent
board shall be independent directors. Directors.
Independent Director does not hold
any share in the company or holds less
1.2 (ii) a) √
than one percent (1%) shares of the
total paid-up shares of the company.
Independent Director is not a sponsor
of the company and is not connected
with the company’s any sponsor or
director or shareholder who holds one
percent (1%) or more shares of the
1.2 (ii) b) √
total paid-up shares of the company on
the basis of family relationship.
His/her family members also should
not hold above mentioned shares in
the company.
Independent Director does not have
any other relationship, whether
1.2 (ii) c) pecuniary or otherwise, with the √
company or its subsidiary/associated
companies.
Independent Director who is not a
1.2 (ii) d) member, director or officer of any √
stock exchange;
Independent Director who is not a
shareholder, director or officer of any
1.2 (ii) e) √
member of stock exchange or an
intermediary of the capital market;
Independent Director who is not a
partner or an executive or was not a
partner or an executive during the
1.2 (ii) f) √
preceding 3 (three) years of the
concerned company's statutory audit
firm;
Page: 129
Independent Director shall not be an
1.2 (ii) g) independent director in more than 3 √
(three) listed companies;
Independent Director has not been
convicted by a court of competent
1.2 (ii) h) jurisdiction as a defaulter in payment √
of any loan to a bank or a Non-Bank
Financial Institution (NBFI);
Independent Director has not been
1.2 (ii) i) convicted for a criminal offence √
involving moral turpitude;
Appointment of
Independent
Independent director shall be directors have
appointed by the board of directors been approved
1.2 (iii) √
and approved by the shareholders in by the
the Annual General Meeting (AGM); shareholders in
the AGM dated
20.12.2016
The post of independent director
1.2 (iv) cannot remain vacant for more than 90 √
(ninety) days;
The Board shall lay down a code of
conduct of all Board members and
1.2 (v) √
annual compliance of the code to be
recorded;
The tenure of office of an independent
director shall be for a period of 3
1.2 (vi) √
(three) years, which may be extended
for 1 (one) term only;
Qualification of Independent
1.3
Director(ID)
Independent Director shall be a
knowledgeable individual with
integrity who is able to ensure
1.3 (i) √
compliance with financial, regulatory
and corporate laws and can make
meaningful contribution to business;
The independent director should be a
Business Leader/Corporate Leader
/Bureaucrat /University Teacher with
Economics or Business Studies or Law
background /Professionals like
1.3 (ii) Chartered Accountants, Cost & √
Management Accountants, Chartered
Secretaries. The independent director
must have at least 12 (twelve) years of
Corporate engagement/professional
experiences.
Page: 130
Chairman of the Board and Chief
1.4
Executive Officer
The positions of the Chairman of the
Board and the Chief Executive Officer
of the companies shall be filled by
different individuals. The Chairman of
the company shall be elected from
√
among the directors of the company.
The Board of Directors shall clearly
define respective roles and
responsibilities of the Chairman and
the Chief Executive Officer.
The Directors’ Report to
1.5
Shareholders
The directors of the companies shall
include the following additional
statements in the Directors' Report
prepared under section 184 of the
Companies Act, 1994 (Act No. XVIII
of 1994)
Industry outlook and possible future
1.5 (i) √
developments in the industry
Segment-wise or product-wise
1.5 (ii) - - N/A
performance
1.5 (iii) Risks and concerns √
A discussion on Cost of Goods sold,
1.5 (iv) Gross Profit Margin and Net Profit √
Margin
Discussion on continuity of any Extra-
1.5 (v) - - N/A
Ordinary gain or loss
Basis for related party transactions- a
statement of all related party
1.5 (vi) √
transactions should be disclosed in the
annual report
Utilization of proceeds from public
1.5 (vii) issues, rights issues and/or through - - N/A
any others instruments
An explanation if the financial results
deteriorate after the company goes for
1.5 (viii) Initial Public Offering (IPO), Repeat - - N/A
Public Offering (RPO), Rights Offer,
Direct Listing, etc.
If significant variance occurs between
Quarterly Financial performance and
1.5 (ix) Annual Financial Statements, the - - N/A
management shall explain about the
variance on their Annual Report.
Remuneration to directors including
1.5 (x) √
independent directors
The financial statements prepared by
the management of the issuer
1.5 (xi) company present fairly its state of √
affairs, the result of its operations, cash
flows and changes in equity.
Page: 131
Proper books of account of the issuer
1.5 (xii) √
company have been maintained.
Appropriate accounting policies have
been consistently applied in
preparation of the financial statements
1.5 (xiii) √
and that the accounting estimates are
based on reasonable and prudent
judgment.
International Accounting Standards
(IAS)/Bangladesh Accounting
Standards (BAS) / International
Financial Reporting Standards
(IFRS)/Bangladesh Financial
1.5 (xiv) √
Reporting Standards (BFRS), as
applicable in Bangladesh, have been
followed in preparation of the financial
statements and any departure there-
from has been adequately disclosed.
The system of internal control is sound
1.5 (xv) in design and has been effectively √
implemented and monitored.
There are no significant doubts upon
the issuer company's ability to
continue as a going concern. If the
1.5 (xvi) √
issuer company is not considered to be
a going concern, the fact along with
reasons thereof should be disclosed.
Significant deviations from the last
year’s operating results of the issuer
1.5 (xvii) - - N/A
company shall be highlighted and the
reasons thereof should be explained.
Key operating and financial data of at
1.5 (xviii) least preceding 5 (five) years shall be √
summarized.
Due to business
If the issuer company has not declared
expansion
1.5 (xix) dividend (cash or stock) for the year, √
dividend, has
the reasons thereof shall be given.
not declared
The number of Board meetings held
1.5 (xx) during the year and attendance by √
each director shall be disclosed.
The pattern of shareholding shall be
1.5 (xxi) reported to disclose the aggregate
number of shares held by:
Parent/Subsidiary/Associated
1.5 (xxi) a) Companies and other related parties √
(name wise details)
Directors, Chief Executive Officer,
Company Secretary, Chief Financial
1.5 (xxi) b) Officer, Head of Internal Audit and √
their spouses and minor children
(name wise details)
1.5 (xxi) c) Executives √
Page: 132
Shareholders holding ten percent
1.5 (xxi) d) (10%) or more voting interest in the √
company (name wise details)
In case of the appointment/re-
appointment of a director the
1.5 (xxii)
company shall disclose the following
information to the shareholders:
1.5 (xxii) a) A brief resume of the director √
Nature of his/her expertise in specific
1.5 (xxii) b) √
functional areas.
Names of companies in which the
person also holds the directorship and
1.5 (xxii) c) √
the membership of committees of the
board.
Chief Financial Officer (CFO), Head
2.0 of Internal Audit and Company
Secretary (CS)
2.1 Appointment
The company shall appoint a Chief
Financial Officer (CFO), a Head of
Internal Audit (Internal control and
Compliance) and a Company
√
Secretary (CS). The Board of Directors
should clearly define respective roles,
responsibilities and duties of the CFO,
the Head of internal Audit and the CS.
Requirement to attend the Board
2.2
Meetings
The CFO and the Company Secretary
of the companies shall attend the
meetings of the Board of Directors
provided that the CFO and /or the
Company Secretary shall not attend √
such part of a meeting of the Board of
Directors which involves consideration
of an agenda item relating of their
personal matters.
3.0 Audit Committee
The company shall have an Audit
3 (i) Committee as a sub-committee of the √
Board of Directors
The Audit Committee shall assist the
Board of Directors in ensuring that the
financial statements reflect true and
3 (ii) √
fair view of the state of affairs of the
company and in ensuring a good
monitoring system within the business.
The Audit Committee shall be
responsible to the Board of Directors.
3 (iii) √
The duties of the Audit Committee
shall be clearly set forth in writing.
3.1 Constitution of Audit Committee
The Audit Committee shall be
3.1 (i) √
composed of at least 3 (three) members
Page: 133
The Board of Directors shall appoint
members of the Audit Committee who
3.1 (ii) shall be directors of the company and √
shall include at least 1 (one)
independent director.
All members of the audit committee
should be “financially literate” and at
3.1 (iii) least 1 (one) member shall have √
accounting or related financial
management experience.
When the term of service of the
Committee members expires or there
is any circumstance causing any
Committee member to be unable to
hold office until expiration of the term
of service, thus making the number of
the Committee members to be lower
than the prescribed number of 3 (three)
3.1 (iv) - - N/A
persons, the Board of Directors shall
appoint the new Committee
member(s) to fill up the vacancy(ies)
immediately or not later than 1 (one)
month from the date of vacancy(ies) in
the Committee to ensure continuity of
the performance of work of the Audit
Committee.
The company secretary shall act as the
3.1 (v) √
secretary of the Committee.
The quorum of the Audit Committee
3.1 (vi) meeting shall not constitute without at √
least 1 (one) independent director.
3.2 Chairman of the Audit Committee
The Board of Directors shall select 1
(one) member of the Audit Committee
3.2 (i) to be Chairman of the Audit √
Committee, who shall be an
independent director.
Chairman of the audit committee shall
3.2 (ii) remain present in the Annual General √
Meeting (AGM).
Role of Audit Committee shall
3.3
include the following:
Oversee the financial reporting
3.3 (i) √
process.
Monitor choice of accounting policies
3.3 (ii) √
and principles.
Monitor Internal Control Risk
3.3 (iii) √
management process.
Oversee hiring and performance of
3.3 (iv) √
external auditors.
Review along with the management,
3.3 (v) the annual financial statements before √
submission to the board for approval.
Page: 134
Review along with the management,
the quarterly and half yearly financial
3.3 (vi) √
statements before submission to the
board for approval.
Review the adequacy of internal audit
3.3 (vii) √
function.
Review statement of significant related
3.3 (viii) party transactions submitted by the √
management.
Review Management Letters/ Letter
3.3 (ix) of Internal Control weakness issued by √
statutory auditors.
When money is raised through Initial
Public Offering (IPO)/Repeat Public
Offering (RPO)/Rights Issue the
company shall disclose to the Audit
Committee about the
uses/applications of funds by major
category (capital expenditure, sales
3.3 (x) and marketing expenses, working - - N/A
capital, etc.), on a quarterly basis, as a
part of their quarterly declaration of
financial results. Further, on an annual
basis, the company shall prepare a
statement of funds utilized for the
purposes other than those stated in the
offer document/prospectus.
3.4 Reporting to the Audit Committee
3.4.1 Reporting to the Board of Directors
The Audit Committee shall report on
3.4.1 (i) √
its activities to the Board of Directors.
The Audit committee shall
immediately report to the Board of
3.4.1(ii)
Directors on the following findings,
if any;
There was no
3.4.1 (ii) a) Report on conflicts of interests; - -
such issue
Suspected or presumed fraud or There was no
3.4.1 (ii) b) irregularity or material defect in the - - such issue
internal control system;
Suspected infringement of laws, There was no
3.4.1 (ii) c) including securities related laws, rules - - such issue
and regulations; and
Any other matter which shall be There was no
3.4.1 (ii) d) disclosed to the Board of Directors - - such issue
immediately
3.4.2 Reporting to the Authorities
If the Audit Committee has reported to
the Board of Directors about anything
which has material impact on the
There was no
financial condition and results of - -
such issue
operation and has discussed with the
Board of Directors and the
management that any rectification is
Page: 135
necessary and if the Audit Committee
finds that such rectification has been
unreasonably ignored, the Audit
Committee shall report such finding to
the Commission, upon reporting of
such matters to the Board of Directors
for three times or completion of a
period of 6 (six) months from the date
of first reporting to the Board of
Directors, whichever is earlier.
Reporting to the Shareholders and
3.5
General Investors
Report on activities carried out by
Audit Committee, including any
report made to the Board of Directors
under condition 3.4.1(ii) above during
√
the year shall be signed by the
Chairman of the Audit Committee and
disclosed in the annual report of the
issuer company.
4.0 External/Statutory Auditors.
Non-engagement in Appraisal or
4 (i) √
valuation services or fairness opinions
Non-engagement in designing and
4 (ii) implementation of Financial √
Information System
Non-engagement Book-keeping or
4 (iii) √
accounting
Non-engagement Broker-dealer
4 (iv) √
services
4 (v) Non-engagement in Actuarial services √
Non-engagement in Internal audit
4 (vi) √
services
Non-engagement in any other service
4 (vii) √
determined by the Audit Committee
No partner or employees of the
external audit firms shall possess any
4 (viii) share of the company they audit at √
least during the tenure of their audit
assignment of that company.
Audit/certification services on
compliance of corporate governance as
4 (ix) √
required under clause (i) of condition
No. 7.
5.0 Subsidiary Company The Company has no subsidiary
Provisions relating to the composition
of the Board of Directors of the
holding company shall be made
5 (i) N/A
applicable to the composition of the
Board of Directors of the subsidiary
company.
At least 1 (one) independent director
5 (ii) on the Board of Directors of the N/A
holding company shall be a director on
Page: 136
the Board of Directors of the
subsidiary company.
The minutes of the Board meeting of
the subsidiary company shall be placed
5 (iii) N/A
for review at the following Board
meeting of the holding company.
The minutes of the respective Board
meeting of the holding company shall
5 (iv) N/A
state that they have reviewed the
affairs of the subsidiary company also.
The Audit Committee of the holding
company shall also review the
5 (v) financial statements, in particular the N/A
investments made by the subsidiary
company.
Duties of Chief Executive Officer
6.0 (CEO) & Chief Financial Officer
(CFO)
The CEO and CFO shall certify to the
Board that they have reviewed
6 (i) financial statements for the year and √
that to the best of their knowledge and
belief;
These statements do not contain any
materially untrue statement or omit
6 (i) a) √
any material fact or contain statements
that might be misleading.
These statements together present a
true and fair view of the company’s
6 (i) b) affairs and are in compliance with √
existing accounting standards and
applicable laws.
There are, to the best of knowledge
and belief, no transactions entered into
6 (ii) by the company during the year which √
are fraudulent, illegal or violation of
the company’s code of conduct.
Reporting and Compliance of
7.0
Corporate Governance
The company shall obtain a certificate
Required
from a practicing Professional
certification has
Accountant/Secretary (Chartered
been obtained
Accountant/Cost and Management
from
Accountant/Chartered Secretary)
7 (i) √ “PODDER &
regarding compliance of conditions of
ASSOCIATES”
Corporate Governance Guidelines of
Cost &
the Commission and shall send the
Management
same to the shareholders along with
Accountants
the Annual Report on a yearly basis.
The directors of the company shall
state, in accordance with the
7 (ii) Annexure attached, in the directors' √
report whether the company has
complied with these conditions
Page: 137
c) Details relating to the issuer's audit committee and remuneration committee, including
the names of committee members and a summary of the terms of reference under which
the committees operate.
The name of audit committee members and remuneration committee members are as
follows:
The terms of reference of the audit committee has been agreed upon as follows:
The terms of reference of the remuneration committee has been agreed upon as follows:
▪ To assist the Board in developing and administering a fair and transparent procedure for
setting policy on the remuneration of directors and senior management of the Company
▪ Determining the remuneration packages
▪ Review the Annual Confidential Report (ACR) of senior management of the company
▪ Review and oversee the Company's overall human resources strategy.
Page: 138
CHAPTER (XV): VALUATION REPORT OF SECURITIES PREPARED BY
THE ISSUE MANAGERS
The valuation report of securities offered is prepared and justified by the issue managers (AFC Capital
Limited; EBL Investments Limited and CAMP Advisory Limited) on the basis of the financial and all
other information pertinent to the Issue.
Qualitative Justification:
1. Product line variety: The Company’s product line has variety. The company sells different line of
product except anti biotic.
2. Modern Machineries: We have been using modern machineries that smooth our operation.
3. Technology: The Company has latest tools and technologies to support production.
4. Dedicated Workforce: Company has dedicated human resources.
Quantitative Justification:
Calculation of Methodologies
Method 1: Share price on Net Asset Value (NAV)/Equity based value per share
Sl. No. Particulars Amount (in Tk.)
a) Share Capital 730,000,000
b) Retained Earnings 119,233,972
Total Shareholders' Equity (without revaluation reserve) 849,233,972
Number of Shares 73,000,000
Net Asset Value per share (without revaluation reserve) as per Audit Report as
11.63
on 30 June, 2016
Page: 139
Method 3: Average market price per share of similar stocks:
Last One Year (Month ended) Closing Share Price of Similar Stock
Ambee Beacon Beximco Central Orion Pharma Square
Sl. Renata
Date Pharmaceuticals Pharmaceuticals Pharmaceuticals Pharmaceuticals Pharma Aids Pharmaceuticals
No. Limited
Limited Limited Limited Limited Limited Limited Limited
1 29-Sep-16 480.80 18.60 83.10 16.60 38.00 258.10 1,104.20 268.60
2 31-Oct-16 415.20 20.70 77.20 14.70 35.30 240.60 1,088.10 267.80
3 30-Nov-16 378.80 19.90 82.40 14.70 41.50 249.20 1,091.20 244.90
4 29-Dec-16 387.70 22.00 80.80 22.30 42.10 243.20 1,085.50 249.10
5 31-Jan-17 385.60 22.60 87.20 26.00 47.80 257.80 1,100.90 259.90
6 28-Feb-17 385.20 23.40 92.30 30.80 53.20 268.30 1,108.70 268.20
7 30-Mar-17 370.20 21.80 110.40 32.20 49.10 255.60 1,088.40 277.90
8 30-Apr-17 373.50 22.20 111.00 29.80 46.30 263.10 1,104.50 283.70
9 31-May-17 397.80 21.30 108.20 27.20 48.10 267.30 1,098.70 282.00
10 29-Jun-17 406.10 23.10 113.00 30.30 50.80 273.50 1,157.10 290.10
11 31-Jul-17 420.40 23.70 111.70 29.00 49.60 275.90 1,135.60 282.80
12 31-Aug-17 449.70 22.50 108.40 27.70 48.80 283.30 1,140.30 286.10
Average Price 404.25 21.82 97.14 25.11 45.88 261.33 1,108.60 271.76
Average Price of these 8 Companies 279.49
Source: DSE Monthly Review.
The management of the Company in consultation with the Issue Managers has set the issue price at Tk. 10.00 each at par value.
Page: 140
CHAPTER (XVI): DEBT SECURITIES
The Company has not issued or is planning to issue any debt security within six months.
Page: 141
CHAPTER (XIX): LITIGATIONS, FINE OR PENALTY
(a) The following litigations including outstanding litigations against the issuer or any of its
directors and fine or penalty imposed by any authority:
The issuer or any of its directors was not involved in any of the following type of legal
proceedings except mentioned below;
(iii) Litigation involving Securities, Finance and Economic Laws; no case filed any
authority: No case filed by any authority;
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(v) Litigation involving Taxation (Income tax, VAT, Customs Duty and any other
taxes or duties): No case filed by any authority;
(b) Cases including outstanding litigations filed by the Company or any of its directors:
There is no case including outstanding litigations filed by the issuer or any of its directors to
any of the following types of legal proceedings except mentioned below;
(iv) Litigation involving Labor Laws: No cases filed by the Company or any of its
directors;
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(v) Litigation involving Taxation (Income tax, VAT, Customs Duty and any other
taxes or duties);
Assessment
Income Year Status
Year
Return was submitted. Subsequently, the Deputy Commissioner of Taxes
completed the assessment by demanding tax liability of Tk. 10,450,292 as per
notice of demand dated on 30 May, 2017. We received notice of demand
2015-2016 2016-2017
dated on 14 September, 2017. Against the assessment, the Company appeal
the same to the Taxes Appellate Tribunal Khulna Bench dated on 19
September, 2017. Hearing yet to be done.
Return was submitted. Subsequently, the Deputy Commissioner of Taxes
completed the assessment by demanding tax liability of Tk. 25,565,930 as per
notice of demand dated on 24 August, 2016. We received notice of demand
2014-2015 2015-2016
dated 14 September, 2017. Against the assessment, the Company appeal the
same to the Taxes Appellate Tribunal Khulna Bench on dated 19
September, 2017. Hearing yet to be done.
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CHAPTER (XX): RISK FACTORS AND MANAGEMENT’S PERCEPTIONS
ABOUT THE RISKS
(i) Internal risk factors may include, among others:
a) Credit Risk: This is the risk of default on a debt that may arise because of default by the
borrower to pay the loan. In operating any business there is always credit risk lies in the
business. As there is always lending and borrowing between parties in the form of money and
goods.
Management Perception: Credit Risk mainly lies with Financial Institutions. Since Indo-Bangla
Pharmaceuticals Limited is involved in manufacturing medicine, there is no as such credit risk.
Receivable from Credit sales is collected on monthly basis. Management has a credit policy in place and
exposure to credit risk is monitored on an on-going basis. To mitigate the credit risk the management of
the company follows robust credit control and collections policies.
b) Liquidity Risk: The risk that a company may be unable to meet short term financial
demands. This usually occurs due to the inability to convert its current assets to cash without
a loss of capital or income. Liquidity is a common phenomenon of the business.
Management Perception: Indo-Bangla Pharmaceuticals Limited has been dealing with its working
capital in efficient way. Effective liquidity risk management requires both a top-down and a bottom-up
approach. Strategy, principles and objectives are set at board and management levels. Our liquidity risk
management starts by managing daily payment of cheques, daily cash inflow and outflow, and our
access to other funding sources when required.
c) Risk associated with the issuer’s interest in subsidiaries, joint ventures and associates: If
the subsidiaries make loss, it affects parent company’s balance sheet. In case of associate,
there is chance of decline value of investment in associate company. As for joint venture, A
joint venture (JV) is a business arrangement in which two or more parties agree to pool their
resources for the purpose of accomplishing a specific task. This task can be a new project or
any other business activity. In a joint venture (JV), each of the participants is responsible for
profits, losses and costs associated with it.
d) Significant revenue generated from limited number of customers, losing any one or more
of which would have a material adverse effect on the issuer: There is risk involved in
having limited number of customer and losing of that particular customer has negative
impact on company’s sales and cash flow as well.
Management Perception: We are not depending on limited number of customers while generating
revenue. We have huge demand for medicine. Since market is diverse from urban to the very remote
rural of the country and it has not limited customers from whom it generates significant amount of
revenue.
e) Dependency on a single or few suppliers of raw materials, failure of which may affect
production adversely: There is also risk involved in having limited number of suppliers as
well. Single or few suppliers may exploit the company by price hike, untimely delivery and
low quality of product.
Management Perception: We are not dependent on any suppliers. We imported our raw materials
suppliers from Germany, Australia, China and India.
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f) More than 20% revenue of the issuer comes from sister concern or associate or subsidiary:
Having 20% revenue generation from sister concern or associate or subsidiary makes issuer
dependent on others companies. Hence, there is dependency risk.
Management Perception: Indo-Bangla Pharmaceuticals Limited earns its revenue from its operation
and there is no as such revenue generation that comes from sister concern or associates.
g) Negative earnings, negative cash flows from operating activities, declining turnover or
profitability, during last five years, if any: Negative earning and negative operating cash
flow is risk the going concern risk for the entity.
Management Perception: We are profitable entity and we have not experienced with negative earning
and negative cash flow from operation.
h) Loss making associate or subsidiary or group companies of the issuer: When associate or
subsidiary or group companies of the issuer are loss making, it affects the issuer and there is
negative impact on cash flow of issuer and Balance Sheet as well.
Management Perception: We do not have Loss making associate or subsidiary or group companies.
i) Financial weakness and poor performance of the issuer or any of its subsidiary or
associates: Financial weakness and poor performance of the issuer have negative impact on
the company. As a result it will be tough to pay loan interest, debt service and dividend.
Future growth will be hampered.
j) Decline in value of any investment: If investment value decline, it will reduce the profit and
assets as well.
k) Risk associated with useful economic life of plant and machinery, if purchased in second
hand or reconditioned: There is obsolescence risk relating to plant and machinery. If the
machinery is purchased in second hand or reconditioned, there high risk of repair and
maintenance which has impact on profitability of the company.
Management Perception: The Company has been using brand new machineries. It has been acquired
machineries through vendor agreement of amounting Tk. 9.80 Crore from A F M Anowarul Huq. The
machineries were bought by A F M Anowarul Huq in brand new condition.
l) Adverse effect on future cash flow if interest free loan given to related party or such loans
taken from directors may recall: It is loan given and taken from related party and directors
as well. When company gives such loan without interest to related party, there is interest
burden for the company if the money was taken as loan. On the other hand, if such loan is
taken from directors, it will have an impact on the cash flow to pay off the loan to the
Directors.
Management Perception: There are no as such loan given to related party and loan taken from
directors.
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m) Potential conflict of interest, if the sponsors or directors of the issuer are involved with
one or more ventures which are in the same line of activity or business as that of the
issuer and if any supplier of raw materials or major customer is related to the same
sponsors or directors: In these cases, there is high chance of compromise among the related
companies because of conflict of Interest.
Management Perception: Sponsors or Directors are not involved in the same line of activity, nor any
suppliers of raw materials or major customer is related to same sponsors or director. It is mentionable
here that Investment Corporation of Bangladesh (ICB) is the director of Indo-Bangla Pharmaceuticals
Limited and ICB holds share of ACME Laboratories Limited as well.
n) Related party transactions entered into by the company those may adversely affect
competitive edge: Related party transaction of the issuer creates conflict of interest which
reduces the competitive advantage of the issuer.
Management Perception: There is no as such transaction which may adversely affect competitive edge.
Management Perception: There are no restrictive covenants in any shareholders’ agreement, sponsors’
agreement or any agreement relating to debt or preference shares or any restrictive covenants of Banks in
respect of loan or credit limit and other banking facilities.
q) Seasonality of the business of the issuer: It is the risk involving that company is not doing
business round the year.
Management Perception: It is not seasonal business.
r) Expiry of any revenue generating contract that may adversely affect the business: This is
the risk of losing customers affecting future sales.
Management Perception: We do not have any revenue generating contract that may adversely affect
the business.
s) Excessive dependence on debt financing which may adversely affect the cash flow:
Excessive dependence on debt causes huge interest burden of the company and high risk of
insolvency that may result in bankruptcy.
Management Perception: Apart from deferred tax, there is no debt in the Company.
t) Excessive dependence on any key management personnel absence of whom may have
adverse effect on the issuer’s business performance: Excessive dependence on key
management affects the business if the management is changed in future, which will create
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vacuum. Besides, if the key management personnel are of bad intention, excessive
dependence will also affect the business.
Management Perception: Corporate Governance is well practiced in our company. We have also well
placed organogram in our company. So, any change in the key management will be followed by others.
Management Perception: We do not have any contingent liabilities which may adversely affect
financial condition.
v) Insurance coverage not adequately protect against certain risks of damages: Insurance
ensures and protects to deal with uncertainty of future material loss or damage. So, insurance
coverage is important for the business.
Management Perception: We have fire insurance policy is in place to cover our two factory godowns. In
the factory godowns, we maintain raw materials and finished goods of pharmaceuticals.
w) Absence of assurance that directors will continue its engagement with Company after
expiry of lock in period: Directors run the company with the accumulated finance from
public and other financing source. If directors discontinue to run the business, there will be
negative impact on business and share price as well.
Management Perception: Management will continue its engagement with the company after expiry of
lock in period.
x) Ability to pay any dividends in future will depend upon future earnings, financial
condition, cash flows, working capital requirements and capital expenditure: Dividend
payment is highly dependent on company’s ability to generate profit. If company cannot earn
good amount of profit from operation, it is unlikely to pay dividend.
Management Perception: We have been earning profit and a profitable entity. We are in belief that we
will be able to pay dividend from our earning profit.
y) History of non operation, if any and short operational history of the issuer and lack of
adequate background and experience of the sponsors: If there is any non operation of the
company, it creates negative impression. Apart from this, short operation history indicates
company is gathering knowledge and expertise to be competitive in the market.
Management Perception: The Company is in operation for last two years and the company is a
profitable entity. There is no as such history of non-operation.
z) Risks related to engagement in new type of business, if any: If it is new business, there is
risk of viability of the new business.
Management Perception: We are concentrating in our business for the time being. So, there is no as
such risk.
aa) Risk in investing the securities being offered with comparison to other available
investment options: If the issue price goes down after floating, there is investment risk for
the potential investors.
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Management Perception: We are profitable entity and our business growth will continue in longer
period. It is not risky in investing securities in comparison with other available investment option.
bb) Any penalty or action taken by any regulatory authorities for non-compliance with
provisions of any law:
Management Perception:
i) There was restriction on antibiotic. Drug authority has renewed the license. Management believes
that restriction on antibiotic will be withdrawn very soon by the respective authority.
ii) On 5 December, 2017, Rapid Action Battalion (RAB) along with some government officials came to
visit IBPL’s factory and found some medicine in warehouse which was not renewed yet. The
government officials imposed penalty of Tk. 3.00 lac according to Drug Act, 1940 under section 18 a
(ii), c and 27.
Our products have to be renewed every five years’ interval. The products, which was found non-
renewed by the government officials, is on processing to be renewed and there were two products
produced for sampling against the recipe for approval by the Directorate General of Drug
Administration (DGDA). The recipe was submitted to DGDA office on 13.08.2017. We stored the
said medicine in our central warehouse without having any intention to sell or distribute.
For this reason, they imposed a nominal amount of penalty. It is mentionable here that we have
already applied for renewal and deposited the renewal fee.
cc) Litigations against the issuer for Tax and VAT related matters and other government
claims, along with the disclosures of amount, period for which such demands or claims
are outstanding, financial implications and the status of the case: It creates a negative
impression on the issuer.
Management Perception: The assessment order of the Deputy Commissioner of Taxes (DCT) for both
the assessment years 2015-2016 and 2016-2017 were received on 14th September 2017. Deputy
Commissioner of Taxes (DCT) demanded Tk. 25,565,930 and Tk. 10,450,292 respectively as demand
notice. Being aggrieved by the order of the DCT the Company submitted appeal dated on 19th
September 2017. The Company is confident to get substantial relief out of the appeal.
dd) Registered office or factory building or place of operation is not owned by the issuer:
Factory building should be owned by the Company. Otherwise, there is risk of hike in
factory rent in the years to come and threat of shifting the factory as well.
Management Perception: Our factory building is owned by us and our corporate office is rented.
ee) Lack of renewal of existing regulatory permissions or licenses: In this case company is not
following the law to renew its all licenses.
Management Perception: There is no such issue relating to lack of existing regulatory permissions/
licenses.
ff) Failure in holding AGM or declaring dividend or payment of interest by any listed
securities of the issuer or any of its subsidiaries or associates: Failure in holding AGM or
declaring dividend indicates the lack of compliance to the regulatory rules. Failure of
payment of interest indicate the poor cash generation to the company to pay interest and debt
service. The overall impression will be negative for the company.
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gg) Issuances of securities at lower than the IPO offer price within one year: The management
ultimate goal is to maximize the wealth of the company. If share price goes up, it maximizes
wealth of the company. On the other hand, if share price goes down, it minimizes the wealth
of the company.
Management Perception: Indo-Bangla Pharmaceuticals Limited has been profitable entity. It has
potentiality to grow in future. We believe that our IPO offer price will not be lower within one year.
hh) Refusal of application for public issue of any securities of the issuer or any of its
subsidiaries or associates at any time by the Commission: If any refusal happened in the
above cases, it will create negative impression to the issuer.
Management Perception: Such cases did not happen for our company.
Management Perception: We do not have debt financing. Moreover, In our country, right now, interest
is in downtrend which is beneficial for debt-financing because cost of capital has been less expensive than
that of earlier. Hence, interest rate risk is manageable.
b) Exchange Rate Risks: Foreign exchange risk, also known as FX risk or currency risk, is a
financial risk that exists when a financial transaction is denominated in a currency other than
that of the base currency of the company. This risk arises when investment's value changed
due to the changes in currency exchange rates.
c) Industry Risks: Industry risk is related with the factors affecting the company such as Raw
Material, labor, demand of the product, government policy to the sector, competitor’s
rivalry.
Management Perception: Indo-Bangla Pharmaceuticals Limited is aware of the above facts. Industry
risk is inherent in any kind of business. At the moment industry is favoring for operating business.
Bangladesh is the 8th populous country of the world with having around 170 million people. Hence, there
is ample demand for pharmaceutical products.
Economic risks: This risk can be described as the likelihood that an investment will be
affected by macroeconomic conditions such as government regulation, exchange rates, or
political stability. In other words, while financing a project, the risk that the output of the
project will not produce adequate revenues for covering operating costs and repaying the debt
obligations. In a nutshell, economic risk refers to the risk that a venture will be economically
unsustainable due to various reasons.
Management Perception: Bangladesh economy is flourishing quickly. Expected economic growth is 7%.
As a result, macroeconomic condition is favorable and per capita income is going up as well. Nowadays
Page: 150
people are more conscious about health than recent past decade. As per capita income goes up, people
have been able to expend on health care product.
Political risks: Bangladesh experienced with political unrest for over the years. Political
instability hampers the smooth operation of business.
Management Perception: Nowadays calm and serene atmosphere is prevailing in our country. There is
no political chaos as was at the beginning of 2014. Government is industry friendly and trying to its level
best to boost up economic activity in the country.
Management perception: Market risk is dealt with efficiently by the experienced management.
Technology-related risks: Technology always plays a vital role for each and every type of
business. Innovation of new and cost effective technology can increase productivity and
reduce costs of production. On the other hand, obsolete technology may have a negative
impact on the business.
Management perception: Indo-Bangla Pharmaceuticals Limited uses the latest technology to produce
its product.
Management perception: We are enjoying good atmosphere in operating our business. Government
regulations are favorable for the company.
g) Potential or existing changes in global or national policies: Policies from govt has a
positive or negative impact on any company along with existing changes in globally.
Management perception: Nowadays global and national policies do not change without prior notice.
For potential changes in policies, local and global leaders consider different issues including industries
opinion. We are optimistic that if any policies change unpredictably, we can improvise with new policies
without hampering our smooth operation.
h) Statutory clearances and approvals those are yet to be received by the issuer: Getting all
the approval is highly necessary to run the business.
Management Perception: Indo-Bangla Pharmaceuticals Ltd. have collected all the statutory clearance
to operate its business. Hence, there are no as such risk for Our Company.
Management Perception: Indo-Bangla Pharmaceuticals Limited have good market share against
its rivalry companies. Hence, there is always check and balance existed among the rivalry companies.
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j) Complementary and supplementary products or services which may have an impact on
business of the issuer.
Management Perception: The Company have to face challenges relating to supplementary and
complementary products. Management is concerned with the issue. There is continuous research is going
on in Pharmaceuticals industry. Hence, any changes are adapted quickly to survive in the industry.
c) Risk Related to the company having poor market share compare to its competitors;
Management Perception: Our market share is rising because of our substantial effort. We believe that
we will be able to cope with our competitors.
Management Perception: We have procured land and building for expansion our business. IPO
proceeds will enable us to enhance the expansion of the business. In pharmaceuticals business, there is
more investment needs to compete with competitors.
e) Risk related to factory located in residential area in violation of (cwi‡ek msi¶Y wewagvjv, 1997);
Management Perception: We have already procured land to shift our business from residential area. As
soon as possible we will shift our business.
f) The Company has not made adequate provision against income tax for which appeal is
made to the income tax authority;
Management Perception: We have made adequate tax provision as per Income Tax Ordinance 1984.
The calculation is given below:
Current Tax Calculation:
30-Jun-2016 30-Jun-2015
Particulars
Amount in Taka Amount in Taka
Profit before Tax 90,807,238 92,629,642
Add: Accounting Depreciation 55,11,791 36,59,617
Less: Tax Depreciation (2,05,41,858) (1,51,53,313)
Taxable Profit 7,57,77,171 8,11,35,946
Applicable Tax Rate 35% 35%
Current Tax Expense 2,65,22,010 2,83,97,581
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Tax Provision
Particulars Amount in Taka Amount in Taka
Provision for the period 2,65,22,010 28,397,581
At the time of assessment Deputy Commissioner of Taxes (DCT) had disallowed many of our
expenditures without specifying any defect. Our management became aggrieved on the assessment orders
of DCT and tax demand on the basis of assessments. Consequently, our management appealed in the
office of the commissioner of taxes (Appeals) against assessment orders of the Deputy Commissioner of
Taxes (DCT).
Page: 153
CHAPTER (XXI): DESCRIPTION OF THE ISSUE
(d) Face value, premium and offer price per unit of securities;
Issue
Number of Amount in
Category Particular Price
Shares Tk.
per Share
40% of IPO i.e. 8,000,000 Ordinary Shares
shall be reserved for EI excluding mutual 8,000,000 80,000,000
Eligible
funds and CIS
investor
10% of IPO i.e. 2,000,000 Ordinary Shares
(EI)
shall be reserved for Mutual Funds and 2,000,000 20,000,000
CIS
10.00
40% of IPO i.e. 8,000,000 Ordinary Shares
shall be reserved for GP excluding NRB 8,000,000 80,000,000
General
and ¶wZMÖ¯’ ¶z`ª wewb‡qvMKvix
public
(GP) 10% of IPO i.e. 2,000,000 Ordinary Shares
shall be reserved for Non-Resident 2,000,000 20,000,000
Bangladeshis (NRB)
Total 20,000,000 200,000,000
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(f) Holding structure of different classes of securities before and after the issue;
(g) Objective of the issue including financing requirements and feasibility in respect of
enhanced paid-up capital.
Net proceeds from Initial Public Offering (IPO) will be used for Construction and other civil
works, for procuring Machineries.
The feasibility report in respect enhances paid up capital as prepared Jayanta Kumer Podder,
ACS, FCMA, CEO & Principal, Podder & Associates, Professional Accountants & Business
Advisor is enclosed below:
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Feasibility in respect of enhanced paid-up capital:
Amounts in Taka
Particulars th th
30 June, 2016 30 June, 2017 30th June, 2018 30th June, 2019
Audited Projected
ASSETS:
Non-current Assets: 330,469,857 551,654,615 621,610,965 768,723,795
Property, Plant and Equipment 211,400,486 551,654,615 602,279,565 768,723,795
Capital Work In Progress 119,069,371 - 19,331,400 -
Current Assets: 614,908,956 500,265,633 783,449,955 819,284,310
Inventories 156,521,360 180,486,081 257,646,858 343,376,424
Trade & Other Receivables 112,266,319 153,908,825 229,903,277 313,717,980
Advance, Deposits and Prepayments 105,325,972 68,951,141 34,853,277 51,582,850
Cash and Cash equivalents 240,795,305 96,919,585 261,046,543 110,607,055
TOTAL ASSETS 945,378,813 1,051,920,248 1,405,060,920 1,588,008,105
OWNER'S EQUITY AND LIABILITIES
Owner's Equity: 849,233,972 943,942,061 1,282,391,791 1,450,200,714
Share Capital 730,000,000 730,000,000 930,000,000 930,000,000
Retained Earnings 119,233,972 213,942,061 352,391,791 520,200,714
NON-CURRENT LIABILITIES 13,823,679 29,653,046 33,735,442 46,885,496
Deferred Tax Liability 9,283,317 22,367,809 24,488,511 35,684,289
Provision for WPPF 4,540,362 7,285,238 9,246,931 11,201,207
Current Liabilities: 82,321,162 78,325,141 88,933,688 90,921,896
Trade Payables 15,911,787 23,867,681 25,538,418 26,304,571
Provision for Taxes 54,919,591 37,912,172 44,368,188 45,019,431
Liabilities for Expenses 11,489,784 16,545,288 19,027,082 19,597,894
TOTAL OWNER'S EQUITY AND LIABILITIES 945,378,813 1,051,920,248 1,405,060,920 1,588,008,105
Page: 156
Statement of Comprehensive Income (Projected)
Amount in Tk. (Million)
Amounts in Taka
Particulars
30th June, 2016 30th June, 2017 30th June, 2018 30th June, 2019
Audited Projected
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The assumptions for these projections are as follows:
(Each year calculation is made comparing with respective previous year)
Sd/-
Jayanta Kumer Podder, ACS, FCMA
CEO & Principal
Podder & Associates
Professional Accountants & Business Advisor
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CHAPTER (XXII): USE OF PROCEEDS
(a) Use of net proceeds of the offer indicating the amount to be used for each purpose with head-wise break-up;
Issue size
Issue price Amount in Taka
(Number of share to be issued)
20,000,000 Shares Tk. 10.00 200,000,000
Less: IPO Expenses (Detail as at page number- 81-82) 16,700,000
Net IPO Proceeds 183,300,000
Proceeds from Initial Public Offering (IPO) will be used for Construction and other civil works, for procuring machineries and for IPO
Expenses.
Details of the estimated project cost for this expansion project and financing has been planned as under:
Sl. Particulars Amount in Tk.
1 Construction and other civil works 58,580,000
2 Machineries 124,720,000
Total 183,300,000
i) Details cost Estimate for proposed 1-storied 3,313 Sft (New Factory Building):
Amount in BDT.
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M S Rod (Size 16 mm) kg 1,940 65 126,100 126,100
Cement Bag 315 440 138,600 138,600
Sylhet sand Cft. 800 60 48,000 48,000
Stone chips Cft. 1,450 160 232,000 232,000
B.F.S Brick nos 1,660 9 14,940 14,940
Cement bag 42 440 18,480 18,480
Stone chips Cft. 240 160 38,400 38,400
Sylhet sand Cft. 125 60 7,500 7,500
M S Rod (Size 20 mm) Kg 1,665 65 108,225 108,225
M S Rod (Size 16 mm) Kg 1,120 65 72,800 72,800
Short Column & M S Rod (Size 8 mm) kg 420 65 27,300 27,300
Grade Beam Cement Bag 126 440 55,440 55,440
Sand Cft. 335 60 20,100 20,100
Stone Cft. 620 160 99,200 99,200
M S Rod (Size 10 mm) kg 2,690 65 174,850 174,850
Cement Bag 150 440 66,000 66,000
Floor Sand Cft. 400 60 24,000 24,000
Stone Cft. 830 160 132,800 132,800
1st class Brick (Thick 10”) nos 65,950 9 593,550 593,550
Brick Work Cement Bag 510 440 224,400 224,400
Sand (Tok) Cft. 1,600 35 56,000 56,000
M S Rod (Size 20 mm) kg 1,400 65 91,000 91,000
M S Rod (Size 16 mm) kg 900 65 58,500 58,500
M S Rod (Size 10 mm) kg 380 65 24,700 24,700
Long Column & M S Rod (Size 8 mm) kg 470 65 30,550 30,550
Lintel Cement Bag 105 440 46,200 46,200
Sand Cft. 265 60 19,900 19,900
Stone Cft. 525 160 84,000 84,000
Beam & Roof Slab M S Rod (Size 20 mm) kg 1,650 65 107,250 107,250
M S Rod (Size 16 mm) kg 1,100 65 71,500 71,500
M S Rod (Size 12 mm) kg 750 65 48,750 48,750
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M S Rod (Size 10 mm) kg 3,788 65 246,220 246,220
M S Rod (Size 8 mm) kg 370 65 24,050 24,050
Cement Bag 361 440 158,800 158,800
Sand Cft. 750 60 45,000 45,000
Sand (Tok) Cft. 200 35 7,000 7,000
Stone Cft. 1,855 160 296,800 296,800
M S Rod (Size 20 mm) kg 1,650 65 107,250 107,250
M S Rod (Size 16 mm) kg 1,100 65 71,500 71,500
M S Rod (Size 8 mm) kg 370 65 24,050 24,050
F. Beam, Stair &
Cement Bag 825 440 363,000 363,000
Plaster Ceiling, Wall
Sand Cft. 250 60 15,000 15,000
Sand (Tok) Cft. 2,800 35 98,000 98,000
Stone Cft. 470 160 75,200 75,200
Tiles with Materials Floor Tiles Sft. 3,233 170 564,400 564,400
Grill Cft. 848 220 186,560 186,560
Thai Glass Sft. 848 350 296,800 296,800
Iron Gate Chowkath & Palla nos 1 370,000 370,000 370,000
Color 105,000
Total 7,832,865
Labour Cost 22% of Total Cost 1,723,230
Total Civil Cost 9,556,095
Miscellaneous 100,491
Electrocution (15% of Civil Cost) 1,433,414
Grand Total 11,090,000
Page: 161
ii) Details cost Estimate for proposed 4-storied 2,463 Sft per floor (With foundation of Four storied) New Administrative Building:
Amount in BDT.
Page: 162
M S Rod (Size 10 mm) kg 1,490 65 98,850 98,850
Cement Bag 124 440 54,560 54,560
Floor Sand Cft. 300 60 18,000 18,000
Stone Cft. 580 160 37,700 37,700
1st class Brick (Thick 10”) nos 223,000 9 2,007,000 2,007,000
Brick Work Cement Bag 1,800 440 792,000 792,000
Sand (Tok) Cft. 5,200 35 182,000 182,000
M S Rod (Size 20 mm) kg 4,040 65 262,000 262,000
M S Rod (Size 16 mm) kg 3,000 65 195,000 195,000
M S Rod (Size 10 mm) kg 1,920 65 124,800 124,800
Long Column & M S Rod (Size 8 mm) kg 1,600 65 104,000 104,000
Lintel
Cement Bag 320 440 140,800 140,800
Sand Cft. 800 60 48,000 48,000
Stone Cft. 1,600 160 256,000 256,000
M S Rod (Size 20 mm) kg 5,160 65 335,400 335,400
M S Rod (Size 16 mm) kg 3,600 65 234,000 234,000
M S Rod (Size 12 mm) kg 2,600 65 169,000 169,000
Beam & Roof Slab M S Rod (Size 10 mm) kg 11,200 65 728,000 728,000
M S Rod (Size 8 mm) kg 1,240 65 80,600 80,600
Cement Bag 1,140 440 501,600 501,600
Sand Cft. 2,520 60 151,200 151,200
Sand (Tok) Cft. 400 35 14,000 14,000
Stone Cft. 6,012 160 961,920 961,920
M S Rod (Size 12 mm) kg 720 65 46,800 46,800
M S Rod (Size 10 mm) kg 440 65 28,600 28,600
Stair & Cement Bag 2,680 440 1,179,200 1,179,200
Plaster Ceiling, Wall Sand Cft. 2,400 60 144,000 144,000
Sand (Tok) Cft. 5,680 35 198,800 198,800
Stone Cft. 640 160 102,400 102,400
Page: 163
Tiles with Materials Floor Tiles Sft. 9,620 170 1,635,400 1,635,400
Grill Cft. 1,080 220 237,600 237,600
Thai Glass Sft. 1,080 350 378,000 378,000
Door nos 36 13,000 468,000 468,000
Color 366,640
Total 16,702,115
Labour Cost 22% of Total Cost 3,674,465
Total Civil Cost 20,376,580
Passenger Lift nos 1 1,948,230
Electrocution & Sanitary (12% of Civil Cost) 2,445,190
Grand Total 24,770,000
iii) Details cost Estimate for proposed 4-storied 1,078 Sft per floor (With foundation of Four storied) New Finish Goods Store Building:
Amount in BDT.
Page: 164
Sylhet sand Cft. 700 60 42,000 42,000
Stone chips Cft. 720 160 115,200 115,200
B.F.S Brick nos 900 9 16,200 16,200
Cement bag 18 440 7,920 7,920
Stone chips Cft. 80 160 12,800 12,800
Sylhet sand Cft. 40 60 2,400 2,400
M S Rod (Size 20 mm) Kg 1,235 65 80,275 80,275
M S Rod (Size 16 mm) Kg 570 65 37,050 37,050
Short Column & M S Rod (Size 8 mm) kg 250 65 16,250 16,250
Grade Beam Cement Bag 58 440 25,520 25,520
Sand Cft. 185 60 11,100 11,100
Stone Cft. 360 160 57,600 57,600
Page: 165
M S Rod (Size 12 mm) kg 1,800 65 117,000 117,000
M S Rod (Size 10 mm) kg 4,800 65 312,000 312,000
M S Rod (Size 8 mm) kg 840 65 54,600 54,600
Cement Bag 532 440 234,080 234,080
Sand Cft. 1,216 60 72,960 72,960
Sand (Tok) Cft. 200 35 7,000 7,000
Stone Cft. 2,760 160 441,600 441,600
M S Rod (Size 12 mm) kg 720 65 46,800 46,800
M S Rod (Size 10 mm) kg 440 65 28,600 28,600
Stair & Cement Bag 1,480 440 651,200 651,200
Plaster Ceiling, Wall Sand Cft. 2,400 60 144,000 144,000
Sand (Tok) Cft. 4,480 35 156,800 156,800
Stone Cft. 640 160 102,400 102,400
Tiles with Materials Floor Tiles Sft. 4,000 170 680,000 680,000
Tiles with Materials Wall Tiles Sft. 2,200 150 330,000 330,000
Grill Cft. 808 220 177,760 177,760
Thai Glass Sft. 808 350 282,800 282,800
Door nos 12 13,000 156,000 156,000
Color 556,000
Total 9,453,545
Labour Cost 22% of Total Cost 2,079,780
Total Civil Cost 11,533,325
Miscellaneous 856,636
Electrocution & Sanitary (12% of Civil Cost) 1,383,999
Grand Total 13,773,960
Page: 166
iv) Details cost Estimate for proposed 1-storied 2,800 Sft (New Garage Building):
Amount in BDT.
Page: 167
Cement Bag 127 440 55,880 55,880
Sand Cft. 340 60 20,400 20,400
Stone Cft. 705 160 112,800 112,800
1st class Brick (Thick 10”) nos 56,060 9 504,540 504,540
Brick Work Cement Bag 434 440 190,960 190,960
Sand (Tok) Cft. 1,360 35 47,600 47,600
M S Rod (Size 20 mm) kg 1,190 65 77,350 77,350
M S Rod (Size 16 mm) kg 765 65 49,725 49,725
M S Rod (Size 10 mm) kg 323 65 20,995 20,995
Long Column & Lintel M S Rod (Size 8 mm) kg 400 65 26,000 26,000
Cement Bag 90 440 39,600 39,600
Sand Cft. 225 60 13,500 13,500
Stone Cft. 446 160 71,360 71,360
M S Rod (Size 20 mm) kg 1,402 65 91,130 91,130
M S Rod (Size 16 mm) kg 935 65 60,775 60,775
M S Rod (Size 12 mm) kg 638 65 41,470 41,470
Beam & Roof Slab M S Rod (Size 10 mm) kg 3,220 65 209,300 209,300
M S Rod (Size 8 mm) kg 314 65 20,410 20,410
Cement Bag 307 440 135,080 135,080
Sand Cft. 637 60 38,220 38,220
Sand (Tok) Cft. 170 35 5,950 5,950
Stone Cft. 1,577 160 252,320 252,320
M S Rod (Size 20 mm) kg 1,402 65 91,130 91,130
M S Rod (Size 16 mm) kg 935 65 60,775 60,775
M S Rod (Size 8 mm) kg 315 65 20,475 20,475
F. Beam, Stair &
Plaster Ceiling, Wall Cement Bag 700 440 308,000 308,000
Sand Cft. 212 60 12,720 12,720
Sand (Tok) Cft. 2,380 35 83,300 83,300
Stone Cft. 400 160 64,000 64,000
Page: 168
Grill Cft. 720 220 186,560 186,560
Iron Gate Chowkath & Palla nos 1 370,000 370,000 370,000
Color 305,000
Total 6,225,014
Labour Cost 22% of Total Cost 1,369,503
Total Civil Cost 7,594,517
Miscellaneous 592,071
Electrocution (10% of Civil Cost) 759,452
Total Cost 8,946,040
Grand Total (a+b+c+d) 58,580,000
Page: 169
Details of Machineries:
Details of the machineries required to be bought by the issuer, cost of the machineries, name of the suppliers, date of placement of order and the date or
expected date of supply, etc.
Qty Unit Price Total Price Exchange Total Price
SI. Name of Machineries Name of Supplier Model Brand Origin
(Nos.) (USD) (USD) Rate (BDT)
1 High Speed Mixer Granulator Prisma Corporation K-100 Prisma India 4 26632.93 106531.72 8,347,826
2 Multi Mill Thiyya Technology M-60 Thiyya Technology India 4 1664.56 6658.24 521,740
3 Fluid bed Dryer Thiyya Technology F-80 Thiyya Technology India 4 9987.34 39949.36 3,130,432
4 Tablet Compression Jaguar JD-35 Jaguar India 4 32608.73 130434.93 10,220,881
5 Tablet Compression Jaguar JD-35 Jaguar India 2 26632.93 53265.86 4,173,913
6 Tablet Coating NP Machinery T-30 NP Machinery India 2 44388.22 88776.44 6,956,522
Chaminda CPMD4-
7 Tablet Compression Chaminda India 4 26632.93 106531.72 8,347,825
Corporation 29
8 Blister Packing Technomake TI-1 Technomake India 4 49936.74 199746.96 15,652,172
Huallan Phar.
9 Blister Packing DPP-250 Feiyun China 2 27742.63 55485.26 4,347,825
Machinery
Automatic Capsule Filling & Project Consultancy
10 SAF-D2 Pacifab India 4 35510.57 142042.28 11,130,433
Sealing machine Service
Auto Liquid Filling & Sealing Project Consultancy
11 L-60 United India 2 19974.69 39949.38 78.36 3,130,433
machine Service
Project Consultancy
12 Dry Powder Filling machine DPL-60 United India 2 16645.58 33291.16 2,608,695
Service
13 Mass Mixer (PD) Prisma Corporation M-5 Prisma India 2 665.82 1331.64 104,347
Automatic Strip packing
14 Prisma Corporation S-45 United India 2 7213.09 14426.18 1,130,435
machine
15 Auto Sachet filling Wraptech MB-100 Wraptech India 2 2774.25 5548.5 434,780
Germany
17 HPLC Knauer SMB Osmometoy 2 38839.68 77679.36 6,086,955
18 FTIR Bruker Alpha Bruker Germany 2 72130.85 144261.7 11,304,347
19 Moisture Blance Boelo BT-600 Boelo Germany 2 49936.74 99873.48 7,826,086
20 Compression (PD) Jaguar C-2 Jaguar India 2 5548.53 11097.10 869,569
21 Fluid bed Dryer (PD) Thiyya Technology F-5 Thiyya Technology India 2 1109.71 2219.42 173,914
22 Coating (PD) NP Machinery C-5 NP Machinery India 2 3329.12 6658.24 521,740
Total Price 107,020,870
Local Cost of Duty, port charges, C&F, Insurance, Transportation, Installation, etc. 15% 16,053,130
Total cost for imported Machinery & equipment- Local Machinery 123,074,000
23 Boiler 1 - - 650,000
24 Jacketed Vassel 1 - - 196,000
25 Air Compressor 2 - - 800,000
Grand Total: - - 124,720,000
Page: 170
(b) Utilization of the total amount of paid-up capital and share premium, if any, including
the sponsors’ contribution and capital raised of the issuer at the time of submission of
prospectus, in details with indication of use of such funds in the financial statements;
Tk. 1,000,000.00 (Ten Lac), Tk. 98,000,000.00, (Nine Crore Eighty Lac has been raised
through other than cash), Tk. 100,000,000.00 (Ten Crore) and Tk. 531,000,000.00 (Fifty-
Three Crore Ten Lac) totaling Tk. 730,000,000.00 (Seventy-Three Crore) has been raised
prior to the public issue on dated 18-Jun-14, 7-Jul-14, 6-Aug-15 and 6-Jun-16 respectively.
This fund has already deployed by the issuer in the following manner:
Accounting
Items Amount in BDT Reflected in Cash Flows
Year
In the statement of Cash Flows, the
Acquisition of Office figure is included in total amount
30-June-2015 1,000,000
Equipment of fixed assets acquisition under the
head of Investing Activities.
30-June-2016 In the statement of Cash Flows, the
Acquisition of
figure is included in total amount
Property, Plant & 6,470,900
of fixed assets acquisition under the
Equipment
head of Investing Activities.
In the statement of Cash Flows, the
Advance Paid for figure is included in total amount
22,448,801
Construction of Advance for Construction under
the head of Investing Activities.
In the statement of Cash Flows, the
Advance Paid for figure is included in total amount
L/C Margin 30,568,200 of Advance for L/C Margin
Machinery Machinery under the head of
Investing Activities.
In the statement of Cash Flows, the
Paid for Capital figure is included in total amount
158,787,097
Work in Progress of Capital Work in Progress under
the head of Investing Activities.
In the statement of Cash Flows, the
Advance Paid for figure is included in total amount
20,000,000
Land of Advance for Land under the
head of Investing Activities.
In the statement of Cash Flows, the
Paid for Vendor figure is included in total amount
171,837,213
Payable of paid for Vendor Payable under
the head of Investing Activities.
In the statement of Cash Flows, the
figure is included in total amount
Paid for FDR 220,887,789
of Paid for FDR under the head of
Net Cash and Cash Equivalents.
Total 632,000,000
(c) If one of the objects is an investment in a joint venture, a subsidiary, an associate or any
acquisition, details of the form of investment, nature of benefit expected to accrue to
the issuer as a result of the investment, brief description of business and financials of
such venture;
The Company has no objects to investment in such type of ventures by using Use of IPO
proceeds.
Page: 171
(d) If IPO proceeds are not sufficient to complete the project, then source of additional fund
must be mentioned. In this connection, copies of contract to meet the additional funds
are required to be submitted to the Commission. The means and source of financing,
including details of bridge loan or other financial arrangement, which may be repaid
from the proceeds of the issue along with utilization of such funds;
IPO proceeds is sufficient enough to complete the expansion.
(e) A schedule mentioning the stages of implementation and utilization of funds received
through public offer in a tabular form, progress made so far, giving details of land
acquisition, civil works, installation of plant and machinery, the approximate date of
completion of the project and the projected date of full commercial operation etc. The
schedule shall be signed by the Chief Executive Officer or Managing Director, Chief
Financial Officer and Chairman on behalf of Board of Directors of the issuer;
Proceeds from IPO will be used for new factory building in industrial area and not in
existing factory at Collage Road, Barisal.
Approximate
Projected
date of
Sl. date of full
Particulars Progress made so Far Completion
No. commercial
of the
operation
projects
1 Land Acquisition No land is required to acquired - -
Construction & other civil works Within 3
Construction and
2 will be started after receiving of IPO Within 15 month of
other civil works
fund months after the
Acquisition and Installation of receiving IPO completion
3 Machineries machineries will be started after fund of the
receiving of IPO fund project
(f) If there are contracts covering any of the activities of the issuer for which the proceeds
of sale of securities are to be used, such as contracts for the purchase of land or contracts
for the construction of buildings, the issuer shall disclose the terms of such contracts,
and copies of the contracts shall be enclosed as annexure to the prospectus;
There is no such contract yet to be engaged by the Company.
(g) If one of the objects of the issue is utilization of the issue proceeds for working capital,
basis of estimation of working capital requirement along with the relevant assumptions,
reasons for raising additional working capital substantiating the same with relevant
facts and figures and also the reasons for financing short with long term investments
and an item-wise break-up of last three years working capital and next two years
projection;
No objects of the issue are utilization of the issue proceeds for working capital.
Page: 172
(h) Where the issuer proposes to undertake one or more activities like diversification,
modernization, expansion, etc., the total project cost activity-wise or project-wise, as
the case may be;
The Company has a plan to implement the expansion by using IPO proceeds, which have
been mentioned in use of IPO Proceeds and project implementation schedule.
(i) Where the issuer is implementing the project in a phased manner, the cost of each
phase, including the phases, if any, which have already been implemented;
The Company has a plan to implement the expansion by using IPO proceeds, which have
been mentioned in use of IPO Proceeds and project implementation schedule.
(j) The details of all existing or anticipated material transactions in relation to utilization
of the issue proceeds or project cost with sponsors, directors, key management
personnel, associates and group companies;
There is no existing or anticipated material transaction in relation to utilization of the issue
proceeds or project cost with sponsors, directors, key management personnel, associates
and group companies in relation to utilization of the issue proceeds.
(k) Summary of the project appraisal or feasibility report by the relevant professionals not
connected with the issuer, issue manager and registrar to the issue with cost of the
project and means of finance, weaknesses and threats, if any, as given in the appraisal
or feasibility report.
Executive Summary
Indo-Bangla Pharmaceuticals Limited (IBPL) is always devoted to ensure the high quality of
medicine by implementing state of art technologies and modern machineries. Now Indo-Bangla
Pharmaceuticals Limited becomes a reputed pharmaceuticals company in Bangladesh with a
group of expert and experienced people.
Currently, IBPL has decided to go for Initial Public Offerings and this feasibility study is
prepared for the utilization plan of the IPO proceedings. Some projections regarding profitability
and other financial issues are analyzed. IBPL has made projections of Statement of Financial
Position, Statement of Comprehensive Income and Statement of Cash Flows for the upcoming
three reporting years. This Feasibility Report discusses and shows the various aspects of
Expansion Program of Indo-Bangla Pharmaceuticals Limited (IBPL).
Introduction
Indo-Bangla Pharmaceuticals Limited was incorporated and come into new look under
Companies act 1994 on June 18, 2014 vide registration no. C-116665/14. Subsequently the
Company was converted in public limited Company under the Companies Act 1994 on October
21, 2014.
Nature of Business
The Company is engaged in manufacturing and selling of all kinds of medicine (excluding
Antibiotic), medical preparations drugs & chemicals (Human Health). The Company applied for
permission for production and selling of veterinary medicine also.
Page: 173
Plant, machinery, technology, process
Indo-Bangla Pharmaceuticals Limited has been using sophisticated machineries and modern
technology in order to produce high quality of medicine. Market has been growing up and the
company has good opportunity to maximize market share.
Page: 174
549.33mg. (Equivalent to
45 Zins Zinc Sulphate Monohydrate USP Syrup 032-39-67 19.10.2021
200.00 mg. Elemental Zinc)
46 Caltab Calcium Lactate BP Tablet 300.00 mg. 032-29-67 19.10.2021
1250.00mg (Equivalent to
47 Indocal Calcium Carbonate BP Tablet 500.00mg. Elemental 032-38-67 19.10.2021
Calcium)
Dosages
SL Brand Name Generic Name Strength DAR No. Valid up to
Form
Cephradine Monohydrate 525.00 mg. (Equivalent to
01 Indocef 500mg Capsule 032-89-60 23.11.2019
(Compacted) BP 500.00 mg. Cephradine)
Indocef DS Cephradine Monohydrate Powder for 5.25 gm. (Equivalent to
02 032-90-60 23.11.2019
100ml (Micronised) BP Suspension 5.00gm. Cephradine)/100ml
Cephradine Monohydrate Powder for 2.625 gm. (Equivalent to
03 Indocef 100ml 032-91-60 23.11.2019
(Micronised) BP Suspension 2.50gm. Cephradine)/100ml
Powder for
Cephradine Monohydrate 1.575 gm. (Equivalent to
04 Indocef 15ml Paediatric 032-91-60 23.11.2019
(Micronised) BP 1.50gm. Cephradine) / 15ml
Drop
Sulphamethoxazole BP &
05 Cotrimox-DS Tablet 800.00 mg. & 160.00 mg. 032-28-59 25.10.2021
Trimethoprim BP
Thiamine Hydrochloride(B1) BP,
(100.00 mg, 54.80 mg,
Riboflavin -5-
Insoplex 100ml 40.00 mg, & 400.00 mg) /
06 Phosphate Sodium(B2) BP, Syrup 032-21-39 19.10.2021
& 200ml 100ml
Pyridoxine Hydrochloride(B6) BP &
Nicotinamide BP
Dried Ferrous Sulphate, Folic Acid &
07 I Need Z Zinc Sulphate (Time Release Pellets) Capsule 285.00 mg. 032-86-39 25.10.2021
BP/USP
Vitamin-C BP, Vitamin-E 50% BP & 200.00 mg, 50.00 mg, &
08 BCE Tablet 032-87-39 08.12.2018
Betacarotene USP 06.00 mg.
1250.00mg. (Equivalent to
500.00mg. Calcium) &
09 Indocal-D Calcium Carbonate BP & Vitamin-D3 BP Tablet 032-99-39 19.10.2021
200.00i.u.
( as cholecalciferol)
Paediatric
10 Indomoxin 15ml Amoxycillin Trihydrate Micronised) BP 1.725 gm. 032-65-60 25.10.2021
Drops
Indozith Powder for 00.84gm (Equivalent to
11 Azithromycin Dihydrate USP 032-72-60 15.10.2021
15/30ml Suspension 00.80gm. Azithromycin)
262.500mg (Equivalent to
12 Indozith 250mg Azithromycin Dihydrate USP Capsule 032-70-60 29.10.2021
250.00mg. Azithromycin)
525.00mg (Equivalent to
13 Indozith 500mg Azithromycin Dihydrate USP Tablet 032-71-60 15.10.2021
500.00mg. Azithromycin)
873.30mg (Equivalent to
14 Cipro-I 750mg Ciprofloxacin Hydrochloride USP Tablet 032-76-60 20.09.2018
750.00mg Ciprofloxacin)
288.70mg (Equivalent to
15 I-Cillin 250mg Ampicillin Trihydrate (Compacted) BP Capsule 032-73-60 09.04.2019
250.00mg Ampicillin)
577.40mg (Equivalent to
16 I-Cillin 500mg Ampicillin Trihydrate (Compacted) BP Capsule 032-74-60 09.04.2019
500.00mg Ampicillin)
Powder for 2.88gm (Equivalent to
17 I-Cillin 100ml Ampicillin Trihydrate (Micronised) BP 032-75-60 09.04.2019
Suspension 2.500gm Ampicillin)
18 I-Fol Ferrous Fumarate BP & Foilc Acid BP Tablet 200.00 mg. & 200.00 mcg. 032-61-26 23.12.2018
19 I-Fol Plus Ferrous Fumarate BP & Foilc Acid BP Tablet 200.00 mg. & 400.00 mcg. 032-62-27 23.12.2018
20 Riboflavine Riboflavine BP Tablet 5.00 mg. 032-08-39 19.10.2021
Sulphamethoxazole BP & Trimethoprim
21 Cotrimox 60ml Suspension (4.00 gm & 0.80 gm)/100ml 032-16-59 12.08.2020
BP
Sulphamethoxazole BP & Trimethoprim
22 Cotrimox 480mg Tablet 400 mg. & 80.00 mg. 032-11-59 12.08.2020
BP
115.00mg. (Equivalent to
24 Indox Doxycycline Hydrochloride BP Capsule 032-50-60 19.10.2021
100.00mg Doxycycline)
Indomoxin Powder for 2.875gm (Equivalent to
25 Amoxycillin Trihydrate (Micronised) BP 032-48-60 15.10.2021
100ml Suspension 2.500gm Amoxycillin)
582.20 mg. (Equivalent to
26 Cipro-I 500mg Ciprofloxacin Hydrochloride USP Tablet 032-32-60 19.10.2021
500.00 mg. Ciprofloxacin)
Indomoxin 287.50mg. (Equivalent to
27 Amoxycillin Trihydrate (Compacted) BP Capsule 032-33-60 29.10.2021
250mg 250.00mg Amoxycillin)
Indomoxin 575.00mg. (Equivalent to
28 Amoxycillin Trihydrate (Compacted) BP Capsule 032-34-60 19.10.2021
500mg 500.00 mg Amoxycillin)
29 Indotetra 500mg Tetracycline Hydrochloride BP Capsule 500.00 mg. 032-42-60 19.10.2021
Powder for 2.72gm. (Equivalent to 2.50gm
30 Indoflox 100ml Flucloxacillin Sodium BP 032-37-60 15.10.2021
Suspension Flucloxacillin)
272.00mg. (Equivalent to
31 Indoflox 250mg Flucloxacillin Sodium BP Capsule 032-35-60 29.10.2021
250.00mg. Flucloxacillin)
544.00mg. (Equivalent to
32 Indoflox 500mg Flucloxacillin Sodium BP Capsule 032-36-60 29.10.2021
500.00mg. Flucloxacillin)
Page: 175
Thiamine Hydrochloride(B1) BP,
Riboflavine (B2) BP, Pyridoxine 5.00 mg, 2.00 mg, 2.00 mg &
33 Indoplex-B Tablet 032-30-39 19.10.2021
Hydrochloride(B6) BP & Nicotinamide 20.00 mg
BP
287.50mg. (Equivalent to
34 Indomox 250mg Amoxycillin Trihydrate (Compacted) BP Tablet 032-31-60 29.10.2021
250.00mg. Amoxycillin)
*Non-Biological Products and Biological Products list as per approved by Directorate General of Drug Administration & Licensing
Authority (Drugs), Government of the People's Republic of Bangladesh.
Utilities Considerations
Power:
For electricity consumption, IBPL depends on West Zone Power Distribution Co Ltd. (An
Enterprise of B.P.D.B) from transformer of 315 KV and company has two diesel generators of
capacity 335KV. Also, Company has a substation with PFI and transformer.
Gas:
Indo-Bangla Pharmaceuticals Ltd. is a medicine manufacturing company. It doesn’t require any
gas for its production.
Water:
Water is the vital and most essential material for medicine production. This resource is collected
from mineral and the companies own water treatment plant.
Product Marketplace
All of the products' markets are throughout the Bangladesh.
Methodology
We have considered the historical data of last couple of year’s revenue and expenses of the
company. We have also talked with the staffs. The interviews provided us with the relevant
information concerning all aspects sales and expenses. The responses to these open-ended
questions have allowed us to have a greater depth of knowledge into their opinions and so we
were able to address them to the best of our ability. A lot of time was spent working on the
interviews; also, that each had a different idea that is important to the effects of the
implementation of sales growth and enough background information was included.
Once we have compiled and analyzed all data and research we as a group, look at all the
different options of implementing the living wall and then decide on the best option of the sales,
current and future market and saleable capacity in near future.
Financial Projections
The financial projections for Indo Bangla Pharmaceuticals Limited (IBPL) are highlighted in the
table below. These figures account for projected productions, sales and additional requirements.
There are many ways to present these projections.
Page: 176
The assumptions for these projections are as follows:
(Each year calculation is made comparing with respective previous year)
Page: 177
Statement of Financial Position (Projected)
Amounts in Taka
Particulars th th
30 June, 2016 30 June, 2017 30th June, 2018 30th June, 2019
Audited Projected
ASSETS:
Non-current Assets: 330,469,857 551,654,615 621,610,965 768,723,795
Property, Plant and Equipment 211,400,486 551,654,615 602,279,565 768,723,795
Capital Work In Progress 119,069,371 - 19,331,400 -
Current Assets: 614,908,956 500,265,633 783,449,955 819,284,310
Inventories 156,521,360 180,486,081 257,646,858 343,376,424
Trade & Other Receivables 112,266,319 153,908,825 229,903,277 313,717,980
Advance, Deposits and Prepayments 105,325,972 68,951,141 34,853,277 51,582,850
Cash and Cash equivalents 240,795,305 96,919,585 261,046,543 110,607,055
TOTAL ASSETS 945,378,813 1,051,920,248 1,405,060,920 1,588,008,105
OWNER'S EQUITY AND LIABILITIES
Owner's Equity: 849,233,972 943,942,061 1,282,391,791 1,450,200,714
Share Capital 730,000,000 730,000,000 930,000,000 930,000,000
Retained Earnings 119,233,972 213,942,061 352,391,791 520,200,714
NON-CURRENT LIABILITIES 13,823,679 29,653,046 33,735,442 46,885,496
Deferred Tax Liability 9,283,317 22,367,809 24,488,511 35,684,289
Provision for WPPF 4,540,362 7,285,238 9,246,931 11,201,207
Current Liabilities: 82,321,162 78,325,141 88,933,688 90,921,896
Trade Payables 15,911,787 23,867,681 25,538,418 26,304,571
Provision for Taxes 54,919,591 37,912,172 44,368,188 45,019,431
Liabilities for Expenses 11,489,784 16,545,288 19,027,082 19,597,894
TOTAL OWNER'S EQUITY AND LIABILITIES 945,378,813 1,051,920,248 1,405,060,920 1,588,008,105
Page: 178
Statement of Comprehensive Income (Projected)
Amounts in Taka
Particulars
30th June, 2016 30th June, 2017 30th June, 2018 30th June, 2019
Audited Projected
Page: 179
Statement of Cash Flows (Projected)
Amounts in Taka
Particulars
30th June, 2017 30th June, 2018 30th June, 2019
Projected
Cash Flow from Operating Activities
Cash receipts from customers & Others 578,257,329 779,631,575 899,323,284
Cash payment to Suppliers, Employees & Others (522,616,225) (690,677,810) (838,546,008)
Cash Generate from operation 55,641,103 88,953,765 60,777,276
Cash payment against income Tax (39,567,194) (37,912,172) (44,368,188)
Net Cash from Operating Activities 16,073,909 51,041,593 16,409,088
Cash Flow from Investing Activities
Acquisition of property, plant and equipment (159,949,628) (67,583,235) (166,848,576)
Payment against Capital Work In Progress - (19,331,400) -
Net Cash used in Investing Activities (159,949,628) (86,914,635) (166,848,576)
Cash Flow from Financing Activities
Proceeds from issue of share capital - 200,000,000 -
Net Cash from Financing Activities - 200,000,000 -
Net increase in Cash and Cash equivalents (143,875,720) 164,126,958 (150,439,488)
Cash and Cash Equivalents at beginning of the period 240,795,305 96,919,585 261,046,543
Cash and Cash Equivalent at end of the Period 96,919,585 261,046,543 110,607,055
Page: 180
Cost of the Project
The cost of the expansion project is as follows:
Means of Finance
The project will be financed through using IPO proceeds.
Weaknesses
1. Low Financial Position: The Company needs more finance to be competitive over its
rivals.
2. Innovation: Innovative effectiveness is low due to the lack of the sophisticated
equipment, lack of the capital, lack of the skilled manpower, and the lack of the
professional in our country.
Threats
1. Intense Competition: There is high rivalry among the competitors to get the market
share as maximum as possible.
2. Threat of entrant: Capital requirement is low. Creating regional distribution network is
very easy. Hence, threat of new entrant is high.
3. Shortage of Power: Lack of opportunity to supply emergency power.
Conclusion
The feasibility of the project has been conducted and analyzed from the viewpoint of marketing,
financial, management & economic aspects and found to be worthwhile. The projected financial
results and the profitability estimated based on historical data shows that the project is viable and
lucrative. This projection will help the interested parties to have an idea over the Indo Bangla
Pharmaceuticals Limited (IBPL).
Sd/-
Jayanta Kumer Podder
M.Com. MIAT, MCA, ACS, FCMA
CEO & Principal
Podder & Associates
Professional Accountants & Business Advisor
Page: 181
CHAPTER (XXIII): LOCK-IN
(a) Ordinary shares of the issuer shall be subject to lock-in, from the date of issuance of prospectus or commercial operation, whichever comes later,
in the following manner:
(1) All shares held, at the time of according consent to the public offer, by sponsors, directors and shareholders holding ten percent (10%) or more
shares, other than alternative investment funds, for 03(three) years.
(2) In case any existing sponsor or director of the issuer transfers any share to any person, other than existing shareholders, all shares held by
those transferee shareholders, at the time of according consent to the public offer, for 03 (three) years.
(3) Twenty five percent (25%) of the shares allotted to eligible investors, for 06 (six) months and other twenty five percent (25%) of the shares
allotted to them, for 09 (nine) months.
(4) All shares held by alternative investment funds, at the time of according consent to the public offer, for 01 (one) year.
(5) All shares held, at the time of according consent to the public offer, by any person other than the persons mentioned in sub rules (1), (2) and
(3) above, for 01 (one) year.
(b) The following table indicates the Lock-In status of the shareholders of Indo-Bangla Pharmaceuticals Limited:
Page: 182
Investment Corporation of Bangladesh
11 Director 15,000,000 20.5479% 1201530000003501 06/08/2015 3 years
Represented by Md. Golam Rabbani
12 ICB Capital Management Limited Shareholder 1,000,000 1.3699% 1201530000001725 06/08/2015 1 year
13 Bangladesh Fund Shareholder 6,000,000 8.2192% 1605420043478871 06/08/2015 1 year
14 FAS Capital Management Limited Shareholder 450,000 0.6164% 1604630040382971 06/08/2015 1 year
15 Continental Insurance Limited Shareholder 250,000 0.3425% 1203510009734492 06/08/2015 1 year
16 Saiful Islam Kamruz Shareholder 100,000 0.1370% 1204170000858864 06/08/2015 1 year
17 Md. Siddiqur Rahman Shareholder 150,000 0.2055% 1203850050304882 06/08/2015 1 year
18 Sayed Sakib Naimuddin Shareholder 100,000 0.1370% 1203680043529568 06/08/2015 1 year
19 Mr. Hazi Abdul Kader Mia Shareholder 1,000 0.0014% 1202800018215401 07/07/2014 3 years
20 Mr. Ayub Hossain Khan Shareholder 1,000 0.0014% 1202800000042215 07/07/2014 3 years
21 Mr. S.M. Ashfaqur Rahman Shareholder 101,000 0.1384% 1202240049275011 06/06/2016 1 year
22 Mr. Md. Mustafizur Rahman Shareholder 105,000 0.1438% 1202800005735176 06/06/2016 1 year
23 Md. Mostafijur Rahman Shareholder 50,000 0.0685% 1204040000208271 06/06/2016 1 year
24 Shamima Akhter Shareholder 30,000 0.0411% 1202830048268769 06/06/2016 1 year
25 Md. Abul Kalam Azad Shareholder 51,000 0.0699% 1202800003934084 06/06/2016 1 year
26 Akram Hossain Md. Feroz Shareholder 2,800,000 3.8356% 1205150000008272 06/06/2016 1 year
27 A.T.M. Shafiqul Hasan Shareholder 120,000 0.1644% 1201590029913417 06/06/2016 1 year
28 Rajib Kumar Saha Shareholder 20,000 0.0274% 1202020017193489 07/07/2014 3 years
29 Zillur Rahman Zilu Shareholder 20,000 0.0274% 1203550038380920 07/07/2014 3 years
30 Md. Abdullah Al Mamun Shareholder 20,000 0.0274% 1202240060691166 07/07/2014 3 years
31 Shamima Nasrin Shareholder 50,000 0.0685% 1204560043510669 06/06/2016 1 year
32 Kazi Mahbubul Haque Shareholder 50,000 0.0685% 1204560055357102 06/06/2016 1 year
33 Eng. Mahmudul Hasan Shareholder 110,000 0.1507% 1203520064660290 06/06/2016 1 year
34 BMSL Invesment Ltd. Shareholder 10,000 0.0137% 1604940020020801 07/07/2014 3 years
35 Abaci Invesment Ltd (MDA) Shareholder 10,000 0.0137% 1602770045524684 07/07/2014 3 years
36 Khairul Hossain Shareholder 20,000 0.0274% 1201700058531344 07/07/2014 3 years
37 Partho Kumar Bagchi Shareholder 50,000 0.0685% 1203570011404113 06/06/2016 1 year
38 H. A. Mamun Shareholder 101,000 0.1384% 1202010055060934 06/06/2016 1 year
39 Satyendra Nath Roy Shareholder 48,000 0.0658% 1202060015277340 06/06/2016 1 year
40 Eurodesh Consumer Products Ltd Shareholder 1,000 0.0014% 1205150055070966 07/07/2014 3 years
41 Sonamoni Saha Shareholder 1,000 0.0014% 1201910061487831 07/07/2014 3 years
42 Most. Afroza Akter Shareholder 1,000 0.0014% 1204220021590934 07/07/2014 3 years
Page: 183
43 Lubna Nishat Mim Shareholder 42,000 0.0575% 1201950062052254 06/06/2016 1 year
44 Jannatul Marzan Shareholder 2,251,000 3.0836% 1201530062052262 06/06/2016 1 year
45 Nazmun Nahar Shareholder 1,301,000 1.7822% 1201530062017241 06/06/2016 1 year
46 Md. Abdus Sabur Khan Shareholder 1,651,000 2.2616% 1201950062017033 06/06/2016 1 year
47 Md. Abdur Rashid Shareholder 201,000 0.2753% 1202240061364251 06/06/2016 1 year
48 Masuda Islam Sharnali Shareholder 501,000 0.6863% 1605860064702075 06/06/2016 1 year
49 Shakil Mahmud Shareholder 751,000 1.0288% 1605550062101886 06/06/2016 1 year
50 Mohammad Towhidul Islam Shareholder 801,000 1.0973% 1202830055707558 06/06/2016 1 year
51 Md. Foysal Ahamed Shareholder 501,000 0.6863% 1203040058175818 06/06/2016 1 year
52 Md. Abdul Kaiwm Sikder Shareholder 751,000 1.0288% 1202830048268991 06/06/2016 1 year
53 Safia Begum Shareholder 901,000 1.2342% 1201950062016973 06/06/2016 1 year
54 Soneya Akter Shareholder 701,000 0.9603% 1201950062016957 06/06/2016 1 year
55 Tania Rashid Shareholder 751,000 1.0288% 1201950062016991 06/06/2016 1 year
56 Md. Alauddin Shareholder 651,000 0.8918% 1201950062016981 06/06/2016 1 year
57 Tahmina Nupur Shareholder 151,000 0.2068% 1201730063759395 06/06/2016 1 year
58 Md. Masum Billah Shareholder 1,000 0.0014% 1203130025666759 07/07/2014 3 years
59 Md. Khalid Hossain Shareholder 1,000 0.0014% 1203130025666759 07/07/2014 3 years
60 Mushfiq Ul Quayoom Shareholder 1,000 0.0014% 1203130025666759 07/07/2014 3 years
61 Neaz Rahman Shaqib Shareholder 1,000 0.0014% 1604630054980351 07/07/2014 3 years
62 Md. Ziaul Hossain Shareholder 300,000 0.4110% 1201530062955713 06/06/2016 1 year
63 Md. Emdadul Hoque Shareholder 300,000 0.4110% 1202830063196835 06/06/2016 1 year
64 Md. Obaidul Islam Khan Shareholder 50,000 0.0685% 1204220040609968 06/06/2016 1 year
65 Md. Farid Ahmed Shareholder 700,000 0.9589% 1604940059674010 06/06/2016 1 year
66 Jubaida Nasrin Shareholder 50,000 0.0685% 120430020835718 06/06/2016 1 year
67 Md. Humayan Kabir Shareholder 100,000 0.1370% 1203680020762241 06/06/2016 1 year
68 Iqbal Ahmed Shareholder 50,000 0.0685% 1201820062950662 06/06/2016 1 year
69 Mst. Nurun Nahar Parvin Shareholder 50,000 0.0685% 1602770062695315 06/06/2016 1 year
73,000,000 100.00%
Page: 184
CHAPTER (XXIV): MARKETS FOR THE SECURITIES BEING OFFERED
Stock Exchanges:
The issuer shall apply to the following bourses for listing shares within 7 (seven) working days
from the date of consent accorded by the Commission to issue the prospectus:
In case of non‐refund of the subscription money within the aforesaid fifteen days, the Company
directors, in addition to the issuer company, shall be collectively and severally liable for refund of
the subscription money, with interest at the rate of 2% (two percent) per month above the bank
rate, to the subscribers concerned.
The issue managers, in addition to the issuer Company, shall ensure due compliance of the
above mentioned conditions and shall submit compliance report thereon to the Commission
within seven days of expiry of the aforesaid fifteen days’ time period allowed for refund of the
subscription money.
Page: 185
CHAPTER (XXV): DESCRIPTION OF SECURITIES OUTSTANDING OR
BEING OFFERED
(a) Dividend, voting and preemption rights;
The Share Capital of the Company is divided into Ordinary Shares, carrying equal rights to
vote and receive dividend in terms of the relevant provisions of the Companies Act 1994 and
the Articles of Association of the Company. All Shareholders shall have the usual voting
rights in person or by proxy in connection with, among others, election of Directors &
Auditors and other usual agenda of General Meeting – Ordinary or Extra-ordinary. On a
show of hand, every shareholder presents in person and every duly authorized representative
of a shareholder present at a General Meeting shall have one vote and on a poll every
shareholder present or by proxy shall have one vote for every share held by him or her.
In case of any additional issue of shares for raising further capital the existing shareholders
shall be entitled to Right Issue of shares in terms of the guidelines issued by the Bangladesh
Securities and Exchange Commission (BSEC) from time to time.
(b) Conversion and liquidation rights;
In terms of provisions of the Companies Act 1994, Articles of Association of the Company
and other relevant rules in force, the shares of the Company are freely transferable. The
Company shall not charge any fee for registering transfer of shares. No transfer shall be made
to a firm, an infant or person of unsound mind.
Page: 186
(d) Other rights of the securities holders;
In terms of the provisions of the Companies Act 1994, Articles of Association of the
Company and other relevant rules in force, the shares of the Company are transferable. The
Company shall not charge any fee, other than Government duties for registering transfer of
shares. No transfer shall be made to a minor or person of unsound mind.
The Directors shall present the financial statements as required under the law & International
Accounting Standard. Financial statements will be prepared in accordance with the
International Accounting Standards consistently applied throughout the subsequent periods
and present with the objective of providing maximum disclosure as par law and International
Accounting Standard to the shareholders regarding the financial and operational position of
the Company. The shareholders shall have the right to receive all periodical statement and
reports, audited as well as un audited, published by the Company from time to time.
The shareholder holding minimum of 10% shares of paid-up capital of the Company shall
have the right to requisition extra ordinary General Meeting of the Company as provided for
the section 84 of the Companies Act 1994.
Page: 187
CHAPTER (XXVI): FINANCIAL STATEMENTS
(a) The latest financial statements prepared and audited by any of the Commission’s panel
of auditors in adherence to the provisions of the Securities and Exchange Rules, 1987,
the †Kv¤úvwb AvBb, 1994, International Financial Reporting and Auditing Standards as
adopted in Bangladesh from time to time and any other law as applicable;
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 (BSA). Those
standards require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free 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.
Basis of Opinion
We have conducted audit in accordance with Bangladesh Standards on Auditing (BSA) and
accordingly we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining on test basis
evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management
as well as evaluating the overall financial statement presentation.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
Page: 188
Opinion
In our opinion, the financial statements prepared in accordance with Bangladesh Accounting
Standards (BAS), Bangladesh Financial Reporting Standard (BFRS) present fairly in all material
respects the financial position of the company as at 30 June, 2016 and the result of its operation
and cash flows for the year then ended and comply with the Companies Act, 1994, Securities
and Exchange Rules, 1987 and other applicable laws and regulations.
a) we have obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purpose of our audit and made due verification thereof;
b) in our opinion, proper books of account as required by law have been kept by the company
so far as it appeared from our examination of these books;
c) the company’s consolidated Financial Statements dealt with by the report are in agreement
with the books of accounts; and
Sd/-
Dated, Dhaka; Mahfel Huq & Co.
08 September, 2016 Chartered Accountants
Page: 189
INDO-BANGLA PHARMACEUTICALS LTD
STATEMENT OF FINANCIAL POSITION
As at 30 June 2016
Amounts in Taka
1th
Particulars Notes 30th
30th June,2016 July,2015
June,2015
(Re-Stated)
ASSETS:
Non-current Assets: 330,469,857 158,274,850 158,274,850
Property, Plant and Equipment 3.00 211,400,486 147,873,513 147,873,513
Capital Work in Progress 4.00 119,069,371 10,401,337 10,401,337
Current Assets: 614,908,956 224,744,682 224,744,682
Inventories 5.00 156,521,360 142,164,099 142,164,099
Trade & Other Receivables 6.00 112,266,319 41,438,482 41,438,482
Advance, Deposits and Prepayments 7.00 105,325,972 35,253,978 35,253,978
Cash and Cash equivalents 8.00 240,795,305 5,888,123 5,888,123
TOTAL ASSETS 945,378,813 383,019,532 383,019,532
OWNER'S EQUITY AND LIABILITIES
Owner's Equity: 849,233,972 159,209,267 159,209,267
Share Capital 9.00 730,000,000 99,000,000 99,000,000
Retained Earnings 10.00 119,233,972 60,209,267 60,209,267
NON-CURRENT LIABILITIES 13,823,679 4,105,826 4,022,794
Deferred Tax Liability 11.00 9,283,317 4,105,826 4,022,794
Provision for WPPF 12.00 4,540,362 - -
Current Liabilities: 82,321,162 219,704,439 219,787,471
Trade Payables 13.00 15,911,787 11,847,860 11,847,860
Vendors payable Account 14.00 - 171,837,213 171,837,213
Provision for Taxes 15.00 54,919,591 28,314,549 28,397,581
Liabilities for Expenses 16.00 11,489,784 7,704,817 7,704,817
TOTAL OWNER'S EQUITY AND LIABILITIES 945,378,813 383,019,532 383,019,532
Net Asset Value (NAV) Per Share 24.00 11.63 16.08 16.08
Sd/-
Date: Dhaka Mahfel Huq & Co
8-Sep-16 Chartered Accountants
Page: 190
INDO-BANGLA PHARMACEUTICALS LTD
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the Year ended 30 June, 2016
Amounts in Taka
Particulars Notes 30th
30th June,2016
June,2015
Sd/-
Date: Dhaka Mahfel Huq & Co
8-Sep-16 Chartered Accountants
Page: 191
INDO BANGLA PHARMACEUTICALS LTD
Statement of Changes in Equity
For the year ended 30th June, 2016
Sd/-
Date: Dhaka Mahfel Huq & Co
8-Sep-16 Chartered Accountants
Page: 192
INDOBANGLA PHARMACEUTICALS LIMITED
Statement of Cash Flows
For the year ended 30th June, 2016
Amounts in Taka
Particulars
2016 2015
Sd/-
Date: Dhaka Mahfel Huq & Co
8-Sep-16 Chartered Accountants
Page: 193
Indo-Bangla Pharmaceuticals Ltd
Notes to the Financial Statements
For the Period ended 30th June 2016
Page: 194
BAS 24 Related Party Disclosures
BAS 33 Earnings Per Share
BAS 36 Impairment of Assets
BAS 37 Provisions, Contingent Liabilities and Contingent Assets.
BAS 39 Financial Instruments: Recognition and Measurement.
The related BFRSs are also complied for preparation of these Financial Statements.
Depreciation:
Depreciation has been charged on item of Property, Plant & Equipment and has been
computed during the year using the reducing balance method so as to write off the
assets over their expected useful life. Depreciation has been charged on addition from
the date when it was put to use. Rate of depreciation on property, plant and equipment
considering their useful life are as follows.
Rate of Depreciation
Particulars
2016 2015
Machineries & Equipment 3% 3%
Generator 3% 3%
Furniture & Fixture 10% 10%
Office Equipment 10% 10%
Transport 10% 10%
Building 2.5% 2.5%
Water Plant 10% 10%
ETP Plant 10% 10%
Page: 195
2.07 Going Concern
The company has adequate resources to continue its operation for the foreseeable
future. For this reason, the directors adopt going concern basis in preparing the
Financial Statement. The current credit facilities and resources of the company
provides sufficient fund to meet the present requirements of its existing business.
The name of the chairman & the director are respectively Aysha Siddika and Md.
Bellal Khan who have been resigned on 28th July 2016.
Simultaneously, Aziza Yeasmin appointed as a Chairman, Fatema Parvin, Shanaj
Akter & Mizanur Rahman appointed as a director, Harun or Rasid and Moniruzaman
appointed as an independent director on the same date.
The company has a deed of agreement for corporate office (1250 sqf at monthly rent
Tk. 32,500) at Jahan Tower A-2,11/1 Avoy das lane, Tikatuly in Dhaka 1203 on 1st
August 2016.
The Company has registered 37.40 decimal of land vides Deed no. 8605 and 8611 on
24th August, 2016.
Page: 196
Initial Recognition
An entity recognizes a financial assets or liabilities in its statement of financial position
when and only when, the entity becomes a party to the contractual provision of the
instrument and subsequently recognizes at their amortized cost.
Financial Liabilities
The company initially recognizes financial liabilities on the transaction date at which
the company becomes a party to the contractual provisions of the liability. The
company derecognizes a financial liability when it's contractual obligations are
discharged or cancelled or expired. Financial liabilities are recognized initially at fair
value less any directly attributable transactions cost. Subsequently to initial recognition,
these financial liabilities are measured at amortized cost using the effective interest
method. Financial liabilities include loan and borrowing, trade creditors, liabilities for
expenses and liabilities for other finance.
The stock of raw materials and spares has been valued of at average cost and the stock
of finished goods have been valued at cost or net realizable value whichever is lower.
The company has accounted for and disclosed employee benefits in compliance with
the provisions of BAS-19: Employee Benefits.
The cost of employee benefit is charged off as revenue expenditure in the period to
which the contributions relate.
Page: 197
Workers' Profit Participation and Welfare Funds
The company recognizes contribution to Workers' Profit Participation and Welfare
Funds in the accounts from the year 2016.
This represents 5% of net profit before tax but after charged the amount WPPF by the
company as per provisions of the Bangladesh Labor (amendment) Act 2013.
Short Term Employee Benefits
Short-term employee benefits include salaries, bonuses etc. Obligations for such
benefits are measured on an undiscounted basis and are expensed as the related service
is provided.
Provisions
In accordance with the guidelines as prescribed by BAS-37: Provisions, Contingent
Liabilities and Contingent Assets, provisions are recognized in the following situations:
a. When the company has an obligation (legal or constructive) as a result of past events;
b. When it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation; and
c. Reliable estimates can be measured of the amount of the obligation.
The company has no contingent liabilities & assets and its provision as per BAS-37 as
on 30th June, 2016.
Deferred Tax:
The company accounts for deferred tax as per BAS-12 ''Income Taxes''. Deferred tax is
provided using the Financial Position method for all temporary differences arising
between the tax base of assets and liabilities and their carrying value for financial
reporting purposes. Tax rate prevailing at the Financial Position date is used to
determine deferred tax.
Page: 198
Basic Earnings
This represents earnings for the period attributable to ordinary shareholders. As there was no
preference dividend, minority interest or extra ordinary items, the net profit after tax for the
year has been considered as fully attributable to the ordinary shareholders.
Figures for the year 2014-2015 have been re-arranged and re-stated wherever considered
necessary to ensure better comparability with the year.
2.24 Re-arrangement
Previous year figure has been re-arranged whenever considered necessary to ensure
comparability with the current year presentation as per BAS-8: “Accounting Policies,
Changes in Accounting Estimates and Errors”.
Re-Statement
In finalizing the financial statements for the year ended June 30, 2016 some figures of
previous year were restated to confirm the provisions of BAS-8: “Accounting Policies,
Changes in Accounting Estimates and Errors” 42 & 49. During the year, the following
accounting errors has been rectified in compliance with BAS -8:
Previously Deferred Tax liability was calculated on the basis of temporary difference between
carrying value of assets for accounting purpose and written down value of assets for tax
Page: 199
purpose. Depreciation for the purpose of tax was computed on the basis of estimation and
accordingly the tax written down value although total income tax remained same. In the year
2016, the company obtained tax assessment order from Deputy Commissioner of Taxes for
the year 2015 and calculated Deferred Tax Liability on the basis of assessment order of
2015. Accordingly, tax provision has been adjusted with respective head of accounts.
Re-Classification
Re-Classification adjustments are amounts which is charged the presentation or classification
in its financial statements in the current period.
Re-Classification of Liabilities for repair & maintenance and Office rent expenses:
During the year, Repairs and maintenance of Tk.3,948,512 under the head of Trade & Other
payables has been re-classified as Repairs and maintenance under the head of Liabilities for
expenses and Office rent of Tk.130,800 has been separated from other expenses for the
purpose of fair presentation.
Page: 200
Indo-Bangla Pharmaceuticals Ltd
Notes to the Financial Statements
For the year ended 30th June, 2016
Amount in Taka
30th June'2016 30th June'2015
3.00 Property, Plant and Equipment
These have arrived at as under:
Opening balance 151,533,130 -
Assets taken over through vendor agreements - 103,190,680
Add: Addition during the period 69,038,764 48,342,450
Total Cost (a) 220,571,894 151,533,130
B. Accumulated Depreciation
Opening balance 3,659,617 -
Add: Depreciation Charged for the year 5,511,791 3,659,617
Total: Depreciation (b) 9,171,408 3,659,617
WDV as on 30.06.2016 (a-b) 211,400,486 147,873,513
The company took over assets and liabilities from Indo Bangla Pharmaceutical works (a
proprietorship firm) through two vendors agreements. The Machineries of book valued tk.
97,936,383 have been agreed to take over for tk. 98,000,000 and settle by issued 9,800,000
no. Ordinary shares @ Tk. 10 by a vendor agreement. Another vendor agreement that was
subsequently amended by the company for amount of tk. 171,837,213 for taken over
Generator, Furniture & Fixture, Office equipment and Transport, all current assets and all
current liabilities other than bank loans.
The company signed a Memorandunm of Understsnding (MoU) with Mr. AFM
Anowarul Huque, Managing Director of Indo-Bangla Pharmaceuticals Ltd. to purchase
37.40 decimal of land and 1(one) building (area 2200 square feet) and subsequently on
24th August, 2016 the company purchase the said land and building under two separate
registered deed on which the building construction in progress.
A schedule of Property, Plant & Equipment is given in Annexure-A
5.00 Inventories:
This consists of the following;
Raw Material Note: 18.01 69,555,407 57,483,839
Finished Goods Note: 18.00 45,053,550 39,238,921
Work - in - Process Note: 18.00 18,013,355 17,689,450
Spare Parts Note: 18.02.1 8,083,723 6,620,359
Packing Materials Note: 18.03.1 15,815,325 21,131,530
156,521,360 142,164,099
Inventories in hand have been valued at lower of cost or/and net realizable value as per
BAS-2 and have been certified by management.
Page: 201
6.00 Trade & Others Receivable:
These have arrived at as under:
A. Trade Receivable
Opening balance 41,438,482 -
Trade receivables acquired through vendor agreement - 44,517,949
Add: Sales during the period 444,777,724 435,024,108
Total 486,216,206 479,542,057
Less: Adjustment / recovery 374,559,271 438,103,575
Closing balance (Trade Receivable) Details are in Annexure-B 111,656,935 41,438,482
B. Other Receivable (Interest on FDR) 609,384 -
Total: 112,266,319 41,438,482
Ageing of Accounts Receivable
More than six months - -
Less than six month 112,266,319 41,438,482
112,266,319 41,438,482
The classification of receivables as required by the schedule XI of the Companies Act, 1994 are
given below:
Receivable considered good in respect of which the company is
- -
fully secured.
Receivable considered good in respect of which the company
112,266,319 41,438,482
holds no security other than the debtor personal security.
Receivables considered doubtful bad. - -
Receivable to Directors. - -
Receivables due by common management. - -
The maximum amount of receivable due by any director or
- -
other officer of the company.
Total 112,266,319 41,438,482
Page: 202
8.00 Cash and Cash equivalents:
These have arrived at as under:
Cash in Hand 5,822,086 740,329
Cash at Bank Note-8.01 234,973,219 5,147,794
240,795,305 5,888,123
Cash balance was certified by the management. Bank balance were agreed with banks
Statement/Certified Issued by the respective banks.
The company raised its paid-up Capital from TK.99,000,000 to Tk. 730,000,000 through
allotment of 10,000,000 and 53,100,000 ordinary shares of Tk.10 each on 06/08/2015
and 06/06/2016 respectively.
Page: 203
9.01 A distribution schedule of the above shares is given below;
% of % of Share
30-06-2016 30-06-2015
Name Status with the Company Holding Holding
Share Holding Share Holding
Position Position
Aziza Yeasmin Chairman 2,005,000 2.75% 5,000 0.05%
A F M Anowarul Huq Managing Director 12,435,000 17.03% 9,855,000 99.55%
Hafiza Yeasmin Director 2,005,000 2.75% 5,000 0.05%
Md. Amin-Ur-Rashid Director 2,515,000 3.45% 15,000 0.15%
Sayeda Huq Director 2,001,000 2.74% - -
Fatima Parvin Director 2,461,000 3.37% - -
Investment Corporation of
Director 15,000,000 20.55% - -
Bangladesh
Mst. Shahanaz Akter Director 2,051,000 2.81% - -
Mizanur Rahman Director 2,051,000 2.81% - -
Md. Bellal Khan Shareholder 3,140,000 4.78% 15,000 0.15%
Aysha Siddika Shareholder 2,005,000 2.75% 5,000 0.05%
ICB Capital Management Limited Shareholder 1,000,000 1.37% - -
Bangladesh Fund Shareholder 6,000,000 8.22% - -
FAS Capital Management Limited Shareholder 450,000 0.62% - -
Continental Insurance Limited Shareholder 250,000 0.34% - -
Saiful Islam Kamruz Shareholder 100,000 0.14% - -
Md. Siddiqur Rahman Shareholder 150,000 0.21% - -
Sayed Sakib Naimuddin Shareholder 100,000 0.14% - -
Mr. Hazi Abdul Kader Mia Shareholder 1,000 0.001% - -
Mr. Ayub Hossain Khan Shareholder 1,000 0.001% - -
Mr. S.M. Ashfaqur Rahman Shareholder 101,000 0.14% - -
Mr.Md. Mustafizur Rahman Shareholder 105,000 0.14% - -
Shamima Akhter Shareholder 30,000 0.04% - -
Md. Abul Kalam Azad Shareholder 51,000 0.07% - -
Akram Hossain Md. Feroj Shareholder 1,000,000 1.37% - -
A.T.M. Shafiqul Hasan Shareholder 120,000 0.16% - -
Rajib Kumar Saha Shareholder 20,000 0.03% - -
Zillur Rahman Zilu Shareholder 20,000 0.03% - -
Md. Abdullah al Mamun Shareholder 20,000 0.03% - -
Shamima Nasrin Shareholder 50,000 0.07% - -
Kazi Mahbubul Haque Shareholder 50,000 0.07% - -
Eng. Mahmudul Hasan Shareholder 110,000 0.15% - -
Page: 204
BMSL Invesment Ltd. Shareholder 10,000 0.01% - -
Abaci Investment Ltd (MDA) Shareholder 10,000 0.01% - -
Khairul Hossain Shareholder 20,000 0.03% - -
Partho Kumar Bagchi Shareholder 50,000 0.07% - -
H. A. Mamun Shareholder 101,000 0.14% - -
Satyendra Nath Roy Shareholder 48,000 0.07% - -
Eurodesh Consumer Products Ltd Shareholder 1,000 0.001% - -
Sonamoni Saha Shareholder 1,000 0.001% - -
Most. Afroza Akter Shareholder 1,000 0.001% - -
Lubna Nishat Mim Shareholder 2,251,000 3.08% - -
Nazmun Nahar Shareholder 1,801,000 2.47% - -
Md. Abdus Sabur Khan Shareholder 1,651,000 2.26% - -
Jannatul Marzan Shareholder 2,251,000 3.08% - -
Md. Ikbal Hussain Shareholder 1,241,000 1.70% - -
Md. Abdur Rashid Shareholder 201,000 0.28% - -
Masuda Islam Sharnali Shareholder 501,000 0.69% - -
Shakil Mahmud Shareholder 501,000 0.69% - -
Mohammad Towhidul Islam Shareholder 801,000 1.10% - -
Md. Foysal Ahamed Shareholder 501,000 0.69% - -
Md. Abdul Kaiwm Sikder Shareholder 501,000 0.69% - -
Safia Begum Shareholder 901,000 1.23% - -
Soneya Akter Shareholder 701,000 0.96% - -
Tania Rashid Shareholder 751,000 1.03% - -
Md. Alauddin Shareholder 651,000 0.89% - -
Tahmina Nupur Shareholder 151,000 0.21% - -
Md. Masum Billah Shareholder 1,000 0.001% - -
Md. Khalid Hossain Shareholder 1,000 0.001% - -
Mushfiq Ul Quayoom Shareholder 1,000 0.001% - -
Neaz Rahman Shaqib Shareholder 1,000 0.001% - -
Total 73,000,000 100% 9,900,000 100%
10.00 Retained Earnings:
This amount consists of as follows:
Balance brought forward 60,209,267 -
Add: Net Profit for the year 59,024,705 60,209,267
119,233,972 60,209,267
Page: 205
11.00 Deferred Tax Liability:
This amount consists as follows:
Carrying Value of Property, Plant & Equipment
211,400,486 147,873,513
(Annexure-A)
As Tax Base 184,876,723 136,379,817
Temporary Difference 26,523,763 11,493,696
Deferred Tax Liabilities @35% 9,283,317 4,022,794
Opening Deferred Tax Liability 4,022,794 -
Deferred Tax Liability/Expenses (Current
5,260,523 4,022,794
year)
Page: 206
15.00 Provision for Taxes
This has been arrived as at under;
Balance b/d 28,397,581 -
Add: Provision during the Period 26,522,010 28,397,581
54,919,591 28,397,581
Tax assessment up to Income year 2014-2015 has been completed. As per assessment tax
liability stood at Tk.34,117,129 subsequently paid Tk.8,551,199.
Page: 207
18.02 Manufacturing Overhead:
Salary & Wages 4,150,471 4,049,240
Cork & Cap 1,616,056 1,576,640
Carton & Label 2,187,929 2,134,565
Hand Glove, Tape, Gum etc. 161,463 157,525
Quality Control Expenses 246,743 240,725
Accessories 1,790,853 1,747,174
Apron & Uniform 164,875 160,853
Carriage Inward 693,611 676,693
Water bill 5,265 4,680
Washing Expenses 2,400 122,027
Maintenance of Machine (Spare parts) Notes #18.02.01 7,795,778 6,317,378
Electricity Bill Factory 1,367,000 1,491,598
Maintenance of Factory Building 409,672 399,680
Factory Rent 1,308,000 425,100
Depreciation (Annexure-A) 4,634,327 3,243,023
26,534,444 22,746,902
Page: 208
Maintenance of Transport 1,510,390 1,487,296
Securities service 645,826 561,588
Preliminary expenses (Notes-19.01) - 519,265
Bank Charge 4,830 4,400
Others expenses 214,924 435,412
Depreciation (Annexure-A) 877,464 416,594
Total 23,381,246 22,007,014
Page: 209
Weighted Average Number of Shares Weight
100,000 Shares 1.00 100,000 100,000
9,800,000 Shares 1.00 9,800,000 9,307,407
Shares (allotment date
10,000,000 0.9016 9,016,393 -
06/08/2015)
Shares (allotment date
53,100,000 0.0683 3,627,049 -
06/06/2016)
Weighted Average Number of Shares 22,543,442 9,407,407
Page: 210
26.00 Production Capacity and Utilization
Production Actual
Capacity Utilization
Item Unit Capacity Production
2016 2015 2016 2015 2016 2015
Tablet Million Pcs 87 84.5 58 55 66.67% 65.09%
Capsule Million Pcs 435 425 290 280 66.67% 65.88%
Liquid Million ML 145 140 87 81 60.00% 57.86%
27.00 The requirements of schedule XI, Part II, Para 3, of the company Act.1994
Employees 2016 2015
Number of employees whose salary was below Tk. 5,300 - -
Number of employees whose salary was above Tk. 5,300 206 138
Credit Risk
Liquidity Risk
Market Risk
Credit Risk
Credit risk is the risk of a financial loss to the company if a customer or counterparty to a
financial instrument fails to meet its contractual obligations and arises principally from
the company's receivables. Management has a credit policy in place and exposure to
credit risk monitored on an ongoing basis. As at 30th June 2016 substantial part of the
receivables are those from its related company and subject to insignificant credit risk.
Risk exposures from other financial assets. i.e. Cash at bank and other external
receivables are nominal.
Liquidity Risk
Liquidity risk is the risk that the company will not be able to meet its financial
obligations as thy fall due. The company's approach to managing liquidity (cash and
cash equivalents) is to ensure as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due under both normal and stressed conditions
without incurring unacceptable losses or risking damage to the company's reputation.
Typically, the company ensures that it has sufficient cash and cash equivalent to meet
expected operational expenses including financial obligation through preparation of the
cash flow forecast with due consideration of time line of payment of the financial
obligation and accordingly arrange for sufficient liquidity/fund to make the expected
payment within due date. In extreme stressed conditions the company may get support
from the related company in the form of short term financing.
Market Risk
Market risk is the risk that any changes in market prices such as foreign exchange rates
and interest will affect the company's income or the value of its holdings financial
instruments. The objective of market risk management is to manage and control market
risk exposures within acceptable parameters.
Page: 211
(a) Currency risk
The company is exposed to currency risk on certain revenues and purchases such as
revenue from foreign customers and import of raw materials, machineries and
equipment. Majority of the company's foreign currency transactions are denominated in
USD and relate to procurement of raw materials, machineries and equipment from
abroad.
(b) Interest rate risk
Interest rate risk is the risk that arises due to changes in interest rates on borrowing. The
foreign currency loan is subject to floating rates of interest. Local loans are, however, not
significantly affected by fluctuations in interest rate risk. The company has not entire into
any type of derivative instrument in order to hedge interest rate risk as at the reporting
date.
Page: 212
Annexure-A
INDO-BANGLA PHARMACEUTICALS LTD
Schedule of Property Plant & Equipment
As at 30 June 2016
Allocation of Depreciation
Factory 4,634,327
Administration 877,464
5,511,791
Page: 213
Annexure-B
INDO-BANGLA PHARMACEUTICALS LIMITED
TRADE RECEIVABLE AMMOUNT DATED: 30.06.2016
30/6/2016
General Party
1 Barendra distribution, Rajshahi 6,824,586
2 Saimun drug, Khulna 6,587,963
3 Shafi Medicall Hall, Jessore 6,025,478
4 Mannan Pharmacy, Ullapara 5,978,641
5 Shaha pharmacy, Sherpur 5,648,752
6 Rakib medical hall, Bogura 5,626,897
7 khokon medical hall, Khulna 5,248,759
8 Rafiq medical hall, Natore 5,062,485
9 Deep medical hall, Rangpur 4,752,654
10 Iqbal medical hall, Kishorgonj 4,254,321
11 City pharmacy, Glachipa 4,054,219
12 Badal pharmacy, Gopalgonj 3,787,741
13 Kanai Lal Pharma, Faridpur 3,514,875
14 Rumman Medical, Bogura 1,678,956
15 Ali Medical, Kishorgonj 1,352,411
16 Shahin Medical Hall, Dhaka 1,263,045
17 Sundorban Pharmacy, Comilla 1,245,786
18 Jannat Medical, Natore 1,124,586
19 Bangladesh Medical Hall, Maymensing 1,054,265
20 City Medical Hall, Magura 2,880,546
21 Tanvir Medical Hall, Hatia 877,643
22 Asha Drug, Khulna 1,678,452
23 Shams pharmacy, Chittagong 2,474,203
24 Aroga Niketon, Dohar 458,693
25 Basin Medical Hall, Narshingdi 888,745
26 Lovely Enterprise, Feni 385,235
27 Janata Medical Hall, Gopalgonj 3,500,000
28 Rup Saj Corner, Sayedpur 2,378,451
29 Helal Drug, Rajshahi 2,367,665
30 Utsab Meidcal, Kishorgonj 1,354,555
31 Taramoni Medical Hall, Faridpur 3,345,869
32 Prodip Medical Store, Jessore 4,026,650
33 Tanzila Medical Hall, Bogra 3,526,650
34 Badhan Pharmacy, Jhinaidah 2,520,050
35 Lia Aroggo Niketon, Chittagong 2,526,650
36 Kanai Lal Medical Hall, Faridpur 1,380,458
Sub Total Tk. 111,656,935.00
Page: 214
Annexure-C
INDO-BANGLA PHARMACEUTICALS LIMITED
TRADE PAYABLE AMMOUNT DATED: 30.06.2016
Annexure-D
INDO-BANGLA PHARMACEUTICALS LIMITED
SALES STATEMENT, DATED: 01/07/2015-30/06/2016
Sl. Name of the Quantity Taka (1/7/15- Quantity Taka (18/6/14-
No Product (Box) 30/6/16) (Box) 30/6/15)
1 Dextrin 250,932 8,782,620 245,913 8,606,968
2 Indomoxin PFS 879,676 17,593,520 862,082 17,241,650
3 Indoplex 100 mg 949,936 13,299,104 930,937 13,033,122
4 Indostin R 452,393 20,357,685 443,345 19,950,531
5 Indocal 439,131 8,782,620 430,348 8,606,968
6 Indozith 500 mg 193,984 10,281,152 190,104 10,075,529
7 I-Cet 1,634,549 27,787,333 1,601,858 27,231,586
8 I-pedom 1,390,538 27,810,760 1,362,727 27,254,545
9 Protobit 421,508 33,299,132 413,078 32,633,149
10 Cipro-I 365,874 18,293,700 358,557 17,927,826
11 I-B Oral Saline 263,880 11,874,600 258,602 11,637,108
12 Indoprox 182,892 18,289,200 179,234 17,923,416
13 Metrol 165,710 8,782,787 162,396 8,606,977
14 Indotetra-250mg 338,337 17,593,524 331,570 17,241,654
15 Inket 443,304 13,299,120 434,438 13,033,138
16 Relise 636,177 20,357,664 623,453 19,950,511
17 Riboflavin 165,709 8,782,577 162,395 8,606,925
18 Zins Syrup 734,368 10,281,152 719,681 10,075,529
19 Indoplex 200mg 1,389,366 27,787,320 1,361,579 27,231,574
20 Seplon 1,738,173 27,810,768 1,703,410 27,254,553
21 Indoflox PFS 1,109,970 33,299,100 1,087,771 32,633,118
22 Indocef 703,604 18,293,704 689,532 17,927,830
23 Indomol Plus 224,049 11,874,597 210,606 11,162,121
24 Trilugel 304,820 18,289,200 292,627 17,540,492
25 Fixim PFS 182,689 11,874,785 179,035 11,637,289
Total Taka 15,561,569 444,777,724 15,235,279 435,024,108
Page: 215
Annexure-E
INDO-BANGLA PHARMACEUTICALS LIMITED
FINISHED GOODS
Page: 216
INDO-BANGLA PHARMACEUTICALS LIMITED
Annexure-F
Stock of RAW Materials
Page: 217
Riboflavine 5 Phosphate
48 148 3,400 503,200 115 3,400 392,496
Sodium
49 Sulphamethoxazole 54 6,900 372,600 42 6,900 290,628
50 Sodium citrate 122 1,020 124,440 95 1,020 97,063
51 Sodium Chloride 300 108 32,400 234 108 25,272
52 Salbutamol 700 32 22,400 546 32 17,472
53 Tetracycline Hydrochloride 79 1,200 94,800 62 1,200 73,944
Thiamine Dydrochloride
54 280 1,390 389,200 218 1,390 303,576
(B1)
55 Trimethoprim 310 2,600 806,000 242 2,600 628,680
56 Zinc Sulphate 88 1,780 156,640 69 1,780 122,179
57 Triprolidine Hydrochloride 126 28 3,528 98 28 2,752
58 Pseduephedrine HCL 127 900 114,300 99 900 89,154
59 Dextromethorphan HBR 223 6,500 1,449,500 174 6,500 1,130,610
60 Cefixime Compacted 165 1,090 179,850 129 1,090 140,283
Oxitetracycline
61 476 14,000 6,664,000 411 14,000 5,757,920
Hydrochloride
62 Aerosil 465 650 302,250 363 650 235,755
63 Avicel Rc-591 375 140 52,500 293 140 40,950
64 Avicel-01 258 225 58,050 201 225 45,279
65 Aspertem 425 90 38,250 332 90 29,835
66 Amarmath Colour 365 650 237,250 285 650 185,055
67 Banana Flavour Liq 460 800 368,000 359 800 287,040
Banana Trusil Flavour
68 375 1,200 450,000 293 1,200 351,000
Powder
69 Citric Acid Monohydrate 425 85 36,125 332 85 28,178
70 Citric Acid Anhydrous 510 94 47,940 398 94 37,393
Carboxy Methyl Cellulose
71 320 322 103,040 250 322 80,371
Sodium CMCS
72 Caustic Soda 280 9 2,520 218 9 1,966
Erythrosin Lake (Diclofenac
73 552 3,100 1,711,200 431 3,000 1,291,680
Colour) Pink
74 Essence Lemon 325 800 260,000 254 800 202,800
75 ETDA 254 400 101,600 198 400 79,248
76 Gum Acacia 354 320 113,280 276 320 88,358
77 Gluconate Liquid (Seplon) 256 690 176,640 200 690 137,779
78 Gelatine 425 120 51,000 332 120 39,780
79 Glycerine 376 68 25,568 293 68 19,943
Green Lake Color
80 724 3,100 2,244,400 665 3,000 1,994,160
(Indoprox)
Hydroxypropyl Methyl
81 225 640 144,000 176 640 112,320
Cellulose (HPMC)
82 Hydrochloric Acid (HCL) 365 18 6,570 285 18 5,125
83 Iso. Prpyl Alcohol (IPA) 256 90 23,040 200 90 17,971
84 Lactose 457 258 117,906 356 258 91,967
85 L 30 D 35 1,260 392 493,920 983 392 385,258
Methyl Paraben Plain
86 129 425 54,825 101 425 42,764
(M.P.P)
87 Mannitol 265 185 49,025 207 185 38,240
88 Methanol 453 84 38,052 353 84 29,681
89 mango Flavour (Powder) 254 1,200 304,800 198 1,200 237,744
90 Manthl 256 90 23,040 200 90 17,971
91 Maize Starch (Apple) 524 58 30,392 409 58 23,706
92 Maize Starch (Globe) 352 62 21,824 275 62 17,023
93 Magnesium Stearate 375 120 45,000 293 120 35,100
Methyl Paraben Sodium
94 185 325 60,125 144 325 46,898
(MPS)
95 Orange Red Colour 765 650 497,250 597 650 387,855
Page: 218
Orange Lake Colour
96 852 3,100 2,641,200 666 3,100 2,063,236
(vitamine)
97 Orange Liquid 158 800 126,400 123 800 98,592
98 Orange Flavour (Powder) 485 1,200 582,000 378 1,200 453,960
99 Orange Oil 225 330 74,250 176 330 57,915
100 Povidone K-30 195 720 140,400 152 720 109,512
101 Sodium Thiosulphate 285 80 22,800 222 80 17,784
102 Potassium Sorbate 1,258 350 440,300 981 350 343,434
103 Propyl paraben Plain (P.P.P) 1,128 700 789,600 880 700 615,888
Propyl Paraben Sodium
104 1,858 900 1,672,200 1,449 900 1,304,316
(P.P.S)
105 Poly Ethylen Glycol (PEG) 1,325 650 861,250 1,034 650 671,775
106 Purified Talc. 1,045 60 62,700 815 60 48,906
107 Propylene Glycol 1,925 180 346,500 1,502 180 270,270
108 Pineapple Liquid 1,498 900 1,348,200 1,168 900 1,051,596
109 Polish/Carnubawax 1,396 450 628,200 1,089 450 489,996
110 Ruspberry Red Colour 1,825 1,600 2,920,000 1,424 1,570 2,234,895
Ruspberry Trusil Flavour
111 2,087 1,200 2,504,400 1,628 1,200 1,953,432
(Powder)
112 Sodium Starch Glycolate 1,575 750 1,181,250 1,229 750 921,375
113 Saccharin Sodium 1,352 280 378,560 1,055 280 295,277
114 Sorbitol 70% Solution 2,135 840 1,793,400 2,065 840 1,734,852
115 Sodium Benzoate 1,285 260 334,100 1,002 260 260,598
Sodium Lauryl Sulphate
116 1,150 450 517,500 897 445 399,165
(Cetrimide)
117 Strawberry Liquid 2,485 900 2,236,500 2,238 875 1,958,513
118 Seplon Scent 1,856 1,100 2,041,600 1,598 1,050 1,677,564
119 Sucrose 924 85 78,540 721 85 61,261
120 Tween-80 678 800 542,400 529 775 409,851
121 Titanium Dioxide 725 350 253,750 566 330 186,615
122 Eudragit-L 100 410 4,200 1,722,000 422 4,100 1,729,380
123 Yellow Colour 529 900 476,100 413 890 367,232
124 Vanilla Flavour Liquid 448 900 403,200 203 889 180,467
125 Yellow Lake Colour 356 3,600 1,281,600 578 3,575 2,065,206
Cap Protobit (Size#2) D
126 1,249,983 0.17 212,497 974,987 0.17 165,748
Blue-White
127 (Size #1) Green op - white op 1,800,000 0.17 306,000 1,407,820 0.15 211,173
Total 69,555,407 57,483,839
(b) Information as is required under section 186 of the †Kv¤úvwb AvBb, 1994 relating to holding
company;
Not applicable for Indo-Bangla Pharmaceuticals Limited as it is not a holding Company.
Page: 219
(c) Selected ratios as specified in Annexure-D;
This is to certify that Indo-Bangla Pharmaceuticals Limited has maintained the following ratios
as computed on the basis of the audited financial statements for the year ended June 30, 2016
and 2015.
30-Jun-2016 30-Jun-2015
Particulars
Ratio
I. Liquidity Ratios:
(i) Current Ratio 7.47 1.02
(ii) Quick Ratio 4.29 0.22
Sd/-
Place: Dhaka Mahfel Huq & Co.
Date: October 01, 2017 Chartered Accountants
1. It is observed that return on equity and EPS are declining year to year. Explain;
Our profitability did not decrease; it is remaining same to June 30, 2015. In the year ended
June 30 2016, Share capital has increased by Tk. 631,000,000 and same time no. of shares
has increased by 63,100,000 compare to year ended June 30 2015. Hence, return on equity
and EPS seems decreased.
Page: 220
Ratio Calculation
30-06-2016 30-06-2015
Particulars Formula
Calculation Ratio Calculation Ratio
I. Liquidity Ratios:
614,908,956 224,744,682
(i) Current Ratio Current Assets/Current Liabilities 7.47 1.02
82,321,161 219,787,472
(Current Assets-Inventories-Advance, Deposit & Prepayments)/Current 353,061,624 47,326,605
(ii) Quick Ratio 4.29 0.22
Liabilities 82,321,161 219,787,472
II. Operating Efficiency Ratios:
444,777,724 435,024,108
(i) Accounts Receivable Turnover Ratio Net Sales/Average Accounts Receivables 5.79 10.50
76,852,400 41,438,482
262,528,992 257,883,659
(ii) Inventory Turnover Ratio Cost of Goods Sold /Average Inventory 1.76 1.81
149,342,730 142,164,099
444,777,724 435,024,108
(iii) Asset Turnover Ratio Net Sales/Average Total Assets 0.67 1.14
664,199,172 383,019,532
III. Profitability Ratios:
182,248,732 177,140,449
(i) Gross Margin Ratio Gross Profit/Net Sales 40.98% 40.72%
444,777,724 435,024,108
94,497,109 92,419,984
(ii) Operating Profit Ratio Operating Profit/Net Sales 21.25% 21.24%
444,777,724 435,024,108
59,024,705 60,209,267
(iii) Net Profit Ratio Net Profit after Tax/Net Sales 13.27% 13.84%
444,777,724 435,024,108
59,024,705 60,209,267
(iv) Return on Assets Ratio Net Profit after Tax/Average Total Assets 8.89% 15.72%
664,199,172 383,019,532
59,024,705 60,209,267
(v) Return on Equity Ratio Net Profit after Tax/Average Total Shareholders’ Equity 11.71% 37.82%
504,221,620 159,209,267
Net Profit after Tax/Weighted Average Number of Ordinary Shares 59,024,705 60,209,267
(vi) Basic Earnings Per Share (EPS) 2.62 6.40
Outstanding 22,543,442 9,407,407
100,008,901 96,079,601
(vii) EBITDA Margin EBITDA/Net Sales 22.49% 22.09%
444,777,724 435,024,108
IV. Solvency Ratios:
- -
(i) Debt to Total Assets Ratio Total Debt/Total Assets - -
945,378,813 383,019,532
- -
(ii) Debt to Equity Ratio Total Debt/Total Equity - -
849,233,972 159,209,267
94,497,109 92,419,984
(iii) Times Interest Earned Ratio EBIT/Financial Expenses - -
- -
100,008,901 96,079,601
(iv) Debt Service Coverage Ratio Net Operating Profit / Total Debt Service - -
- -
V. Cash Flow Ratios:
14,019,393 74,856,046
(i) Net Operating Cash Flow per Share (NOCFPS) Net Operating Cash Flow/ Number of Ordinary Shares Outstanding 0.19 7.56
73,000,000 9,900,000
0.19 7.56
(ii) NOCFPS to EPS Ratio Net Operating Cash Flow per Share/EPS 0.07 1.18
2.62 6.40
Page: 221
Comparison ratios with the industry average ratios of the same periods:
Industry
INDO BANGLA PHARMACEUTICALS LTD.
Average ***
Remark/Explanation
30/06/2016 2015
Particulars
Ratio Ratio
I. Liquidity Ratios:
IBPL's Current Ratio is higher as the current assets are higher than the current
(i) Current Ratio 7.47 2.47
liabilities.
(ii) Quick Ratio 4.29 1.15 IBPL's Ratio is higher as the quick assets are higher than the current liabilities.
II. Operating Efficiency Ratios:
(i) Accounts Receivable Turnover Ratio 5.79 10.66 IBPL's Ratio is satisfactory as collection period is shorter.
(ii) Inventory Turnover Ratio 1.76 3.38 IBPL's Ratio is satisfactory as inventory is sold in shorter time.
(iii) Asset Turnover Ratio 0.67 0.57 IBPL's Ratio is satisfactory with the average industry.
III. Profitability Ratios:
IBPL's Ratio is satisfactory with the average industry as the ratio of the same
(i) Gross Margin Ratio 40.98% 45.21%
nature of the business is almost same.
IBPL's Ratio is satisfactory with the average industry as the ratio of the same
(ii) Operating Profit Ratio 21.25% 25.50%
nature of the business is almost same.
IBPL's Ratio is satisfactory with the average industry as the ratio of the same
(iii) Net Profit Ratio 13.27% 15.87%
nature of the business is almost same.
(iv) Return on Assets Ratio 8.89% 9.56% IBPL's Ratio is satisfactory with the average industry.
(v) Return on Equity Ratio 11.71% 13.11% IBPL's Ratio is satisfactory with the average industry.
(vi) Basic Earnings Per Share (EPS) 2.62 5.27 IBPL's Ratio is satisfactory with the average industry.
(vii) EBITDA Margin 22.49% 262.33% IBPL's Ratio is satisfactory with the average industry.
IV. Solvency Ratios:
(i) Debt to Total Assets Ratio - 0.14 IBPL's Ratio is null as the company has no long term and short term debt.
(ii) Debt to Equity Ratio - 0.22 IBPL's Ratio is null as the company has no long term and short term debt.
(iii) Times Interest Earned Ratio - 14.15 IBPL's Ratio is null as the company has no financial expense.
(iv) Debt Service Coverage Ratio - Not Available IBPL's Ratio is null as the company has no long term and short term debt.
V. Cash Flow Ratios:
(i) Net Operating Cash Flow per Share (NOCFPS) 0.19 3.05 IBPL's Ratio is satisfactory as Net Operating Cash Flow is positive.
(ii) NOCFPS to EPS Ratio 0.07 0.79 IBPL's Ratio is satisfactory as Net Operating Cash Flow is positive.
*** The Industry average ratio is calculated through using the ratio of 5 listed similar companies namely Square Pharma Ltd. for the year ended March 31, 2015,
Beximco Pharma Ltd. for the year ended December 31, 2015, Pharma Aid Ltd. for the year ended June 30, 2015, Beacon Pharma Ltd. for the year ended June 30,
2015 and Central Pharma Ltd. for the year ended June 30, 2015. (Source: Annual Report) Information for the Company Ambee Pharmaceuticals Limited, Orion
Pharma Limited & Renata Limited is not available.
Page: 222
Industry
INDO BANGLA PHARMACEUTICALS LTD.
Average ***
Remark/Explanation
30/06/2015 2014
Particulars
Ratio Ratio
I. Liquidity Ratios:
IBPL's Current Ratio is higher as the current assets are higher than the current
(i) Current Ratio 1.02 1.95
liabilities.
(ii) Quick Ratio 0.22 1.02 IBPL's Ratio is lower as the quick assets are lower than the current liabilities.
II. Operating Efficiency Ratios:
(i) Accounts Receivable Turnover Ratio 10.50 8.77 IBPL's Ratio is satisfactory as collection period is shorter.
(ii) Inventory Turnover Ratio 1.81 2.95 IBPL's Ratio is satisfactory as inventory is sold in shorter time.
(iii) Asset Turnover Ratio 1.14 0.54 IBPL's Ratio is satisfactory with the average industry.
III. Profitability Ratios:
IBPL's Ratio is satisfactory with the average industry as the ratio of the same
(i) Gross Margin Ratio 40.72% 46.97%
nature of the business is almost same.
IBPL's Ratio is satisfactory with the average industry as the ratio of the same
(ii) Operating Profit Ratio 21.24% 22.67%
nature of the business is almost same.
IBPL's Ratio is satisfactory with the average industry as the ratio of the same
(iii) Net Profit Ratio 13.84% 13.87%
nature of the business is almost same.
(iv) Return on Assets Ratio 15.72% 6.70% IBPL's Ratio is satisfactory with the average industry.
(v) Return on Equity Ratio 37.82% 14.01% IBPL's Ratio is satisfactory with the average industry.
(vi) Basic Earnings Per Share (EPS) 6.40 8.19 IBPL's Ratio is satisfactory with the average industry.
(vii) EBITDA Margin 22.09% 197.69% IBPL's Ratio is satisfactory with the average industry.
IV. Solvency Ratios:
(i) Debt to Total Assets Ratio - 0.19 IBPL's Ratio is null as the company has no long term and short term debt.
(ii) Debt to Equity Ratio - 0.67 IBPL's Ratio is null as the company has no long term and short term debt.
(iii) Times Interest Earned Ratio - 7.90 IBPL's Ratio is null as the company has no financial expense.
(iv) Debt Service Coverage Ratio - Not Available IBPL's Ratio is null as the company has no long term and short term debt.
V. Cash Flow Ratios:
(i) Net Operating Cash Flow per Share (NOCFPS) 7.56 8.97 IBPL's Ratio is satisfactory as Net Operating Cash Flow is positive.
(ii) NOCFPS to EPS Ratio 1.18 1.50 IBPL's Ratio is satisfactory as Net Operating Cash Flow is positive.
*** The Industry average ratio is calculated through using the ratio of 8 listed similar companies namely Square Pharma Ltd. for the year ended March 31, 2014,
Beximco Pharma Ltd. for the year ended December 31, 2014, Renata Ltd. for the year ended December 31, 2014, Pharma Aid Ltd. for the year ended June 30, 2014,
Orion Pharma Ltd. for the year ended December 31, 2014, Beacon Pharma Ltd. for the year ended June 30, 2014, Central Pharma Ltd. for the year ended June 30,
2014 and Ambee Pharma Ltd. for the year ended December 31, 2014. (Source: Annual Report)
Rationale for choosing these 8 Companies:
There are twenty-eight pharmaceutical companies listed in the capital market. Among the twenty-eight companies IBPL has taken eight companies because IBPL’s product mix matches to these eight companies.
Page: 223
(d) Auditors report under Section 135(1), Paragraph 24(1) of Part II of Schedule III of the
†Kv¤úvwb AvBb, 1994. The report shall include comparative income statements and balance
sheet and aforementioned ratios for immediate preceding five accounting years of the
issuer. If the issuer has been in commercial operation for less than five years, the above
mentioned inclusion and submission will have to be made for the period since
commercial operation;
Auditors’ report Under Section-135 (1) and Para-24(1) of Part-II of Schedule-III of the
Companies Act 1994
We have examined the Financial Statements of Indo-Bangla Pharmaceuticals Limited for the
year ended June 30, 2015 and 2016 were audited by us. In pursuance of Section-135 (1) and
Para-24 (1) of Part-II of Schedule-III of the Companies Act 1994, our report is as under:
Page: 224
B) The statements of operating results of the company is as follow:
Amount in Taka
Particulars
30-Jun-16 30-Jun-15
Restated
Net Sales Revenue 444,777,724 435,024,108
Cost of Goods Sold 262,528,992 257,883,659
Gross Profit 182,248,732 177,140,449
Operating Expenses: 87,751,623 84,720,465
Administrative Expenses 23,381,246 22,007,014
Selling & Distributing Expenses 64,370,377 62,713,451
Profit from Operations 94,497,109 92,419,984
Non-Operating Income 850,491 209,658
Profit before Contribution to WPPF & Welfare Fund 95,347,600 92,629,642
Contribution to WPPF & Welfare Fund 4,540,362 -
Profit before Tax 90,807,238 92,629,642
Provision for Taxation: 31,782,533 32,420,375
Income Tax Current year 26,522,010 28,397,581
Deferred Tax Current year 5,260,523 4,022,794
Profit after tax 59,024,705 60,209,267
Earnings per Share (Basic) 2.62 6.40
C. Dividend declared:
Particulars 30-Jun-16 30-Jun-15
Cash Dividend Nil Nil
Stock Dividend (Bonus Share) Nil Nil
The Company did not prepare any statement of accounts for the year subsequent to June 30,
G.
2016.
H. Figures related to previous years have been re-arranged whenever considered necessary.
Sd/-
Place: Dhaka Mahfel Huq & Co.
Date: September 24, 2016 Chartered Accountants
Page: 225
(e) Financial spread sheet analysis for the latest audited financial statements;
Page: 226
Electricity Bill 136,612 0.014%
Directors Remuneration 150,000 0.016%
Salary & Wages 3,999,715 0.423%
Repairs and Maintenance 6,909,896 0.731%
Audit Fees with VAT 172,500 0.018%
Factory Rent 109,000 0.012%
Others 3,503 0.0004%
Total Liabilities & Shareholders’ Equity 945,378,813 100%
Page: 227
Indo Bangla Pharmaceuticals Ltd.
Worksheet Analysis
For the year ended June 30, 2016
Statement of Profit or Loss
Statement of Changes in Statement of Financial
Trial Balance Adjustment Adjusted Trial balance and Other Comprehensive
Particulars Equity (Retained Earnings) Position
Income
Dr. Cr. Dr. Cr. Dr. Cr. Dr. Cr. Dr. Cr. Dr. Cr.
Property, Plant & Equipment 220,571,894 220,571,894 220,571,894
Accumulated Depreciation 3,659,617 5,511,791 9,171,408 9,171,408
Capital Work in Progress 119,069,371 119,069,371 119,069,371
Inventories 156,521,360 156,521,360 156,521,360
Trade & Other Receivables 112,266,319 112,266,319 112,266,319
Advance, Deposits & Pre payments - 16,765,290 16,765,290 16,765,290
Advance Income Tax 15,352,397 15,352,397 15,352,397
Construction materials 22,448,801 22,448,801 22,448,801
L/C Margin for Machinery 30,568,200 30,568,200 30,568,200
Advance against Land 20,000,000 20,000,000 20,000,000
VAT current account 191,284 191,284 191,284
Cash & Cash Equivalent 240,795,305 240,795,305 240,795,305
Share Capital 730,000,000 730,000,000 730,000,000
Opening Retained Earnings 60,209,267 60,209,267 60,209,267
Deferred Tax Liability 9,283,317 9,283,317 9,283,317
Provision for WPPF 4,540,362 4,540,362 4,540,362
Trade Payables 15,911,787 15,911,787 15,911,787
Provision for Taxes 54,919,591 54,919,591 54,919,591
Liabilities for Expenses - 11,489,784 11,489,784 11,489,784
Sales Revenue 444,777,724 444,777,724 444,777,724
Cost of Sales (Excluding Depreciation) 269,232,665 568,106 11,906,106 257,894,665 257,894,665
Administrative Expenses (Excluding Depreciation) 19,365,102 7,997,864 4,859,184 22,503,782 22,503,782
Selling & Distribution Expenses 61,446,563 2,923,814 64,370,377 64,370,377
Depreciation Expense - 5,511,791 5,511,791 5,511,791
Other Income 850,491 850,491 850,491
Contribution to WPPF 4,540,362 4,540,362 4,540,362
Current Tax 26,522,010 26,522,010 26,522,010
Deferred Tax 5,260,523 5,260,523 5,260,523
1,324,152,156 1,324,152,156 33,766,865 33,766,865 1,341,153,730 1,341,153,730 386,603,510 445,628,215
Net Profit 59,024,705 59,024,705
445,628,215 445,628,215 - 119,233,972
Closing Retained Earnings 119,233,972 119,233,972
119,233,972 119,233,972
954,550,221 954,550,221
Page: 228
(f) Earnings Per Share (EPS) on fully diluted basis (with the total existing number of
shares) in addition to the weighted average number of shares basis. Future projected
Net Income should not be considered while calculating the weighted average EPS;
As per audited financial statement as at 30 June, 2016
Particulars Amount in Taka
Profit after tax 59,024,705
Total existing number of Share 73,000,000
Weighted average number of Share 22,543,442
Earnings per Share (EPS)-Fully Diluted Basis 0.81
Earnings per Share (EPS)-Weighted average no. of Share basis 2.62
(g) All extra-ordinary income or non-recurring income coming from other than core
operations should be shown separately while showing the Net Profit as well as the
Earnings Per Share;
As per audited financial statement as at 30 June, 2016
Particulars Amount in Taka
Profit before Contribution to WPPF & Welfare Fund 95,347,600
Less: Non-Operating Income 850,491
Less: Contribution to WPPF & Welfare Fund 4,540,362
Net profit before tax except Non-Operating Income &
89,956,747
Contribution to WPPF & Welfare Fund
Less: Income Tax Current Year 26,522,010
Less: Deferred Tax 5,260,523
Profit after tax 58,174,214
No. of shares 73,000,000
Earnings per Share (EPS) 0.80
(h) Quarterly or half-yearly EPS should not be annualized while calculating the EPS;
This information is not applicable for IBPL.
(i) Net asset value (with and without considering revaluation surplus or reserve) per unit of
the securities being offered at the date of the latest audited statement of financial
position.
The Company has not revalued any of its assets.
As per audited financial statement as at 30 June, 2016
Particulars Amount in Taka
Share Capital 730,000,000
Retained Earnings 119,233,972
Total Shareholders' Equity 849,233,972
Total Number of Ordinary Share 73,000,000
Net Assets Value (NAV) at BDT 10.00 per share 11.63
(j) The Commission may require the issuer to re-audit the audited financial statements, if
any deficiency or anomaly is found in the financial statements. In such a case, cost of
audit should be borne by the concerned issuer.
This information is not applicable for IBPL.
Page: 229
(k) Following statements for the last five years or any shorter period of commercial
operation certified by the auditors: -
(i) Statement of long term and short term borrowings including borrowing from
related party or connected persons with rate of interest and interest paid or
accrued;
After due verification, we certify that Indo-Bangla Pharmaceuticals Ltd. did not take
any Long Term and Short Term Borrowing Including Borrowing from Related Party
or Connected Person from 18 June 2014 to 30 June 2016.
Sd/-
Place: Dhaka Mahfel Huq & Co.
Date: September 24, 2016 Chartered Accountants
(ii) Statement of principal terms of secured loans and assets on which charge have
been created against those loans with names of lenders, purpose, sanctioned
amount, rate of interest, primary security, collateral or other security, re-payment
schedule and status;
After due verification, we certify that Indo-Bangla Pharmaceuticals Ltd. did not take
any Secured Loans from any lender and no charge has been created on any assets
for any loan from 18 June 2014 to 30 June 2016.
Sd/-
Place: Dhaka Mahfel Huq & Co.
Date: September 24, 2016 Chartered Accountants
This is to certify that Indo-Bangla Pharmaceuticals Ltd. did not take any unsecured
loan from 18 June 2014 to 30 June 2016.
Sd/-
Place: Dhaka Mahfel Huq & Co.
Date: September 24, 2016 Chartered Accountants
Page: 230
(iv) Statement of inventories showing amount of raw material, packing material,
stock-in-process and finished goods, consumable items, store and spares parts,
inventory of trading goods etc.;
After due verification, we certify that the Statement of inventories showing amount
of raw materials, packing materials, stock in process and finished goods, consumable
items, store & spare parts, inventory of trading goods etc; of Indo-Bangla
Pharmaceuticals Ltd. for the last two years were as follows:
Amount In (BDT)
Items
Year Ended 30 June 2016 Year Ended 30 June 2015
Raw Materials 69,555,407 57,483,839
Packing Materials 15,815,325 21,131,530
Stock in Process 18,013,355 17,689,450
Finish Goods 45,053,550 39,238,921
Consumable Items Nil Nil
Store & Spare Parts 8,083,723 6,620,359
Trading Goods N/A N/A
Total 156,521,360 142,164,099
Sd/-
Place: Dhaka Mahfel Huq & Co.
Date: September 24, 2016 Chartered Accountants
(v) Statement of trade receivables showing receivable from related party and
connected persons;
After due verification, we certify that the statement of trade receivables showing
Receivable from related party and connected person of Indo-Bangla
Pharmaceuticals Ltd. for the last two years were as follows:
Amount in BDT
Particulars
30-Jun-16 30-Jun-15
Trade Receivable:
Barendra distribution, Rajshahi 6,824,586 2,774,586
Saimun drug, Khulna 6,587,963 2,687,963
Shafi Medicall Hall, Jessore 6,025,478 2,134,910
Mannan Pharmacy, Ullapara 5,978,641 1,430,952
Shaha pharmacy, Sherpur 5,648,752 3,778,074
Rakib medical hall, Bogura 5,626,897 -
khokon medical hall, Khulna 5,248,759 2,430,943
Rafiq medical hall, Natore 5,062,485 3,191,591
Deep medical hall, Rangpur 4,752,654 2,675,764
Iqbal medical hall, Kishorgonj 4,254,321 2,363,667
City pharmacy, Glachipa 4,054,219 1,966,569
Badal pharmacy, Gopalgonj 3,787,741 -
Kanai Lal Pharma, Faridpur 3,514,875 1,733,910
Rumman Medical, Bogura 1,678,956 1,417,969
Ali Medical, Kishorgonj 1,352,411 921,541
Shahin Medical Hall, Dhaka 1,263,045 702,059
Sundorban Pharmacy, Comilla 1,245,786 680,354
Jannat Medical, Natore 1,124,586 673,696
Page: 231
Bangladesh Medical Hall, 1,054,265 268,833
Maymensing
City Medical Hall, Magura 2,880,546 1,319,560
Tanvir Medical Hall, Hatia 877,643 426,883
Asha Drug, Khulna 1,678,452 807,465
Shams pharmacy, Chittagong 2,474,203 803,217
Aroga Niketon, Dohar 458,693 255,243
Basin Medical Hall, Narshingdi 888,745 451,965
Lovely Enterprise, Feni 385,235 264,255
Janata Medical Hall, Gopalgonj 3,500,000 1,419,046
Rup Saj Corner, Sayedpur 2,378,451 507,491
Helal Drug, Rajshahi 2,367,665 606,685
Utsab Meidcal, Kishorgonj 1,354,555 593,609
Taramoni Medical Hall, Faridpur 3,345,869 -
Prodip Medical Store, Jessore 4,026,650 -
Tanzila Medical Hall, Bogra 3,526,650 1,181,050
Badhan Pharmacy, Jhinaidah 2,520,050 259,064
Lia Aroggo Niketon, Chittagong 2,526,650 -
Kanai Lal Medical Hall, Faridpur 1,380,458 709,568
Total Trade Receivable 111,656,935 41,438,482
With Related Party Nil Nil
With Connected Persons Party Nil Nil
Grand Total: 111,656,935 41,438,482
Sd/-
Place: Dhaka Mahfel Huq & Co.
Date: September 24, 2016 Chartered Accountants
(vi) Statement of any loan given by the issuer including loans to related party or
connected persons with rate of interest and interest realized and accrued;
This is to certify that Indo-Bangla Pharmaceuticals Ltd. did not give any loan
to any related party or connected persons from June 18, 2014 to June 30,
2016.
Sd/-
Place: Dhaka Mahfel Huq & Co.
Date: September 24, 2016 Chartered Accountants
(vii) Statement of other income showing interest income, dividend income, discount
received, other non operating income;
After due verification, we certify that the Statement of Other Income showing interest
income, dividend Income, discount received and other non operating income of
Indo-Bangla Pharmaceuticals Ltd. for the last two years were as follows:
Sd/-
Place: Dhaka Mahfel Huq & Co.
Date: September 24, 2016 Chartered Accountants
Page: 232
(viii) Statement of turnover showing separately in cash and through banking channel;
Amount in (BDT)
Particular
Year Ended 30 June 2016 Year Ended 30 June 2015
Interest Income 609,384 -
Dividend Income - -
Discount Received - -
Other Non-Operating
241,107 209,658
Income
Total 850,491 209,658
Sd/-
Place: Dhaka Mahfel Huq & Co.
Date: September 24, 2016 Chartered Accountants
A: Director Remuneration
Amount in (BDT)
Name Position
2015-2016 2014-2015
Mr. A.F.M Anowarul Huq Managing Director 1,050,000 -
C: Factory Rent
Nature of Amount in (BDT)
Name Position
Transaction 2015-2016 2014-2015
Mrs. Aziza Yeasmin Chairman
Mr. A.F.M Anowarul Huq Managing Director
Factory Rent 1,308,000 425,100
Mrs. Hafiza Yeasmin Director
Mrs. Sayeda Huq Director
D: Other Transactions
Allotment of share
- 98,000,000
(Other than cash)
Mr. A.F.M Anowarul Managing
Advance against land 20,000,000 -
Huq Director
Vendor payable 171,837,213
Payment of vendor payable 171,837,213
Sd/-
Place: Dhaka Mahfel Huq & Co.
Date: June 20, 2017 Chartered Accountants
Page: 233
(x) Reconciliation of business income shown in tax return with net income shown in
audited financial statements;
Amount in BDT
Particulars
30 June, 2016 30 June, 2015
Business Income as per
90,807,238 92,629,642
audited financial statement
Add: Accounting Depreciation 3,659,617
Less: Tax Base Depreciation Not submitted 15,390,548
Income Shown in Tax Return 80,898,711
Sd/-
Place: Dhaka Mahfel Huq & Co.
Date: September 24, 2016 Chartered Accountants
(xi) Confirmation that all receipts and payments of the issuer above Tk.5,00,000/-
(five lac) were made through banking channel;
Sd/-
Place: Dhaka Mahfel Huq & Co.
Date: September 24, 2016 Chartered Accountants
(xii) Confirmation that Bank Statements of the issuer are in conformity with its books
of accounts;
Sd/-
Place: Dhaka Mahfel Huq & Co.
Date: September 24, 2016 Chartered Accountants
(xiii) Statement of payment status of TAX, VAT and other taxes or duties; and
After due verification, we certify that the Status of Tax, VAT and Others Taxes/
Duties Payments of Indo-Bangla Pharmaceuticals Ltd. for the last two years were as
follows:
Payment Status
Particular
Year Ended 30 June, 2016 Year Ended 30 June, 2015
Tax 7,801,198 7,551,199
VAT 66,801,089 65,246,209
Others Taxes/Duties - -
Total 74,602,287 72,797,408
Sd/-
Place: Dhaka Mahfel Huq & Co.
Date: September 24, 2016 Chartered Accountants
Page: 234
Auditors’ additional disclosure relating to the financial statements for the year ended 30 June
2016 of Indo-Bangla Pharmaceuticals Limited
1) It appears from Note No. 14.00 to the audited F/S for the year ended on June 2016 that
assets amounting Tk. 26.98 Crore were taken over from proprietorship through Vendors
agreement, out of which Tk. 10.32 Crore was accounted for Property, Plant & Equipment
(Note No. 3.00). As such, the detailed calculation (showing effect on non-current assets) of
non-current assets taken over from proprietor are required to disclosed;
Non-current assets taken over from proprietor and accounted for Property, Plant &
equipment are as follows:
Particulars Amount in Tk.
Machineries 98,000,000
Generator 2,882,879
Furniture & Fixture 390,074
Office Equipment 55,901
Transport 1,861,826
Total 103,190,680
Assets taken over from proprietorship were valued by the competent valuer namely G.K.
ADJUSTERS LTD.
3) Disclosure regarding detailed calculation of restatement in deferred tax and tax provision;
Detailed calculation of re-statement of deferred tax and tax provision are as follows:
Page: 235
4) Utilization of participation fund;
The Company has opened a bank account in the name of trust and fund has been transferred
to that bank account.
5) MD’s remuneration as per Para 4, Schedule XI, part –II of the Companies Act 1994;
MD’s remuneration as per Para 4, Schedule XI, part –II of the Companies Act 1994 for the
year 2015-2016 is as follows:
6) Cost of goods sold from import as per Para 8, Schedule XI, part –II of the Companies Act
1994;
During the period 1st July 2015 to 30th June 2016 total value of import in respect of raw
materials and packing materials stands equivalent USD 1,923,788 on CIF basis. Details are
as follows:
7) Whether payments made on 24-08-2016 has been adjusted the advance as mention to note
7.02.
Advance made against land Tk. 2.00 Crore which has been mentioned in note no. 7.02 duly
adjusted with the payments made on 24-08-2016 i.e. the registration date of land.
8) The years in which such re-arrangements/re-statements were made, basis and impact on
NAV and EPS;
In finalizing the financial statements for the year ended June 30, 2016 some figures of
previous year were restated to conform to the provisions of BAS-8: “Accounting Policies,
Changes in Accounting Estimates and Errors” 42 & 49. During the year the following
accounting errors has been rectified in compliance with BAS -8:
Previously Deferred Tax liability was calculated on the basis of temporary difference between
carrying values of assets for accounting purpose and written down value of assets for tax
purpose. Depreciation for the purpose of tax was computed on the basis of estimation and
accordingly the tax written down value although total income tax remained same. In the year
2016, the company obtained tax assessment order from Deputy Commissioner of Taxes for
the year 2015 and calculated Deferred Tax Liability on the basis of assessment order of 2015.
Accordingly, tax provision has been adjusted with respective head of accounts.
There is no impact on NAV and EPS as the re-statement has been made between deferred tax
liability and provision for tax.
Page: 236
9) Separate break-up of salary & wages as disclosed in note 18.02;
WPPF calculated @ 5% of net profit after charge the WPPF but before Income tax. Detail
calculation of WPPF is as follows:
= 4,540,362
11) Explain why your provided certificate dated 24-09-2016 regarding related party transaction
have not include advance against land amounting to Tk. 2.00 Crore has shown in notes 7.02
to Mr. A.F.M. Anowarul Huq, Mrs. Sayeda Huq, Aziza Yesmin & Hafiza Yesmin who are
presently director of the company and also you have not included Tk. 17, 18, 37,213.00 paid
to Mr. A.F.M. Anowarul Haque as shown in the cash Flow Statement for the year ended 30th
June 2016.
We submit herewith the certificate regarding any transaction with directors or related party
during last 5 (five) years.
12) List of transport as shown in Annexure-A of the accounts year ended 30th June 2016.
Detail list of transport as shown in Annexure-A of the accounts ended 30th June 2016 is as
follows:
Particulars Description
Number of Transport One Pcs
Owner Name Indo-Bangla Pharmaceuticals Ltd.
Classification of Transport Covered Van Tata 2009
Registration Number Dhaka Metro NA 14-2674
Chassis Number MAT4450519ZR57923
Engine Number 275IDI05MQZSE8160
We have sent balance confirmation letter to all 36 respective parties regarding trade
receivables. Of the 36 Parties, 28 parties have confirmed their balance, rest of them namely:
Rumman Medical, Tanvir Medical Hall, Asha Drug, Aroga Niketon, Lovely Enterprise,
Feni; Utsab Meidcal, Ali Medical, Taramoni Medical have not answered in writing but
verbally confirmed the balance.
Page: 237
14) Subsequent balance of trade receivable;
Trade receivable as shown in note no. 6.00 of the financial statements as on 30 th June 2016
has already been collected by December 2016.
Page: 238
49 Zins Syrup 4,565 1.95 8,901.75
50 Paracetamol Tablet (Blister) 11,575 2.20 25,465.00
51 Paramol Suspension 3,095 1.25 3,868.75
52 Protobit 20mg 6,982 4.00 27,928.00
53 Testy Salt Saline 8,533 5.00 42,665.00
54 Tensareal Tablet (New) 2,700 1.25 3,375.00
55 Trialugel Tablet 4,576 4.50 20,592.00
56 Riboflavin Tablet 3,498 4.50 15,741.00
57 Relise Tablet 6,512 3.70 24,094.40
58 Sulbumol Suspension 11,719 2.50 29,297.50
59 Fixim-PFS (50ml) 11,512 2.60 29,931.20
60 I-Fol Tablet 4,226 1.90 8,029.40
61 Arromin Elixir 100ml 12,380 0.25 3,095.00
62 Arromin Elixir 60ml 45,621 0.25 11,405.25
63 Aurioton Syrup 9,821 0.25 2,455.25
64 Cotrimox Suspension 44,273 0.25 11,068.25
65 Fixim-PFS (50ml) 1,830 0.25 457.50
66 Indomoxin Dry Syrup 45,621 0.25 11,405.25
67 Indoplex B Tablet 39,839 0.25 9,959.75
68 Indoplex Syrup 100ml 8,292 0.25 2,073.00
69 Indoplex Syrup 200ml 45,721 0.25 11,430.25
70 Indocef 100ml Lebel 91,098 0.25 22,774.50
71 Indomoxin Paediatric Drops 15,290 0.25 3,822.50
72 Indozith 30ml Lebel 8,291 0.25 2,072.75
73 Indozith 15ml Lebel 11,930 0.25 2,982.50
74 Indoflam 100ml Lebel 32,832 0.25 8,208.00
75 Indocof 40,291 0.25 10,072.75
76 I-Pedom Syrup Lebel 57,201 0.25 14,300.25
77 I-Cet Syrup 102,000 0.25 25,500.00
78 Indocal Tablet 500mg 12,307 0.25 3,076.75
79 Indoflox Dry Syrup 8,923 0.25 2,230.75
80 Seplon 110 ml 22,301 0.25 5,575.25
81 Seplon 56ml 46,786 0.25 11,696.50
82 Zins Syrup 16,390 0.25 4,097.50
83 Sulbumol Suspension 16,391 0.25 4,097.75
84 Mebendox Suspension 12,983 0.25 3,245.75
85 Metrol Suspension 36,978 0.25 9,244.50
86 Paramol Suspension 34,921 0.25 8,730.25
87 Indomoxin P/D 25,550 0.30 7,665.00
88 I-Cet Syrup (60ml) 26,208 0.30 7,862.40
89 I-Pedom 11,588 0.30 3,476.40
90 Indoflox Dry Syrup 25,928 0.30 7,778.40
91 Indomol Plus 6,385 0.30 1,915.50
92 Indoprox 250mg 22,565 0.30 6,769.50
93 Indocof 21,639 0.30 6,491.70
94 I-Cin 24,585 0.30 7,375.50
95 Indocef 23,921 0.30 7,176.30
96 Inket Tablet 16,982 0.30 5,094.60
97 Indozith 35,685 0.30 10,705.50
98 Indoflam 25,454 0.30 7,636.20
99 Relise Tablet 26,593 0.30 7,977.90
100 Sulbumol Syrup 11,763 0.30 3,528.90
101 Zins Syrup 12,093 0.30 3,627.90
102 Protobit 20mg 25,413 0.30 7,623.90
103 Cipro -I 12,983 0.30 3,894.90
104 Fixim-PFS (50ml) 17,620 0.30 5,286.00
105 Alu Bottom (240mm) 250.00 1,050.00 262,500.00
Page: 239
106 Alu Bottom (210mm) 550.00 1,050.00 577,500.00
107 Albendox Tablet 400mg 485.00 750.00 363,750.00
108 Alu Bottom (245mm) 350.00 1,050.00 367,500.00
109 Butabrom Tablet 250.00 750.00 187,500.00
110 Clear Foil 450.00 750.00 337,500.00
111 Cipro-I 550.00 750.00 412,500.00
112 Cotrimox-DS Tablet 345.00 750.00 258,750.00
113 Cotrimox Tablet 251.00 750.00 188,250.00
114 Caltab Tablet 445.00 750.00 333,750.00
115 Dextrin Tablet 574 750.00 430,500.00
116 I-Cet Tablet 251.00 750.00 188,250.00
117 Indomox Tablet 250mg 620.00 750.00 465,000.00
118 I-B Oral Saline 454.00 560.00 254,240.00
119 Indophylline Tablet 540.00 750.00 405,000.00
120 Indomoxin Capsule 500mg 365.00 750.00 273,750.00
121 Indomoxin Capsule 250mg 328.00 750.00 246,000.00
122 Indoflox Capsule 250mg 425.00 750.00 318,750.00
123 Indoflox Capsule 500mg 350.00 750.00 262,500.00
124 Indoprox Tablet 250mg 650.00 750.00 487,500.00
125 Indoprox Tablet 500mg 745.00 750.00 558,750.00
126 Indox 480.00 750.00 360,000.00
127 Indomol Plus 552.00 750.00 414,000.00
128 Indozith 250mg Foil 335.00 750.00 251,250.00
129 Indozith 500mg Foil 425.00 750.00 318,750.00
130 I-Cin 535.00 750.00 401,250.00
131 I-Fol Tablet Foil 350.00 750.00 262,500.00
132 Indoflam Tablet Foil 680.00 750.00 510,000.00
133 I-Pedom 675.00 750.00 506,250.00
134 Protobit (20mg) 272.00 750.00 204,000.00
135 Puretab Foil 350.00 750.00 262,500.00
136 Puretab Plus Foil 450.00 750.00 337,500.00
137 Tasty Salt Saline 500.00 750.00 375,000.00
138 Trialugel Tablet 300.00 750.00 225,000.00
139 Relise 200.00 750.00 150,000.00
140 Gyfusin 390.00 750.00 292,500.00
141 Metrol Tablet 400mg 350.00 750.00 262,500.00
142 Mebendox Tablet 270.00 750.00 202,500.00
143 Neostin-R 150mg 300.00 750.00 225,000.00
144 PVC Film (169mm) 240.00 250.00 60,000.00
145 PVC Film (135mm) 300.00 250.00 75,000.00
146 PVC Film (110mm) 570.00 250.00 142,500.00
147 PVC Film (150mm) 600.00 250.00 150,000.00
148 PVC Film (105mm) Orange Colour 1,100.00 250.00 275,000.00
149 PVC Film (256mm) 852.00 250.00 213,000.00
150 PVC Film (235mm) 650.00 250.00 162,500.00
151 Indoplex 200ml (1×20) 680 35.00 23,800.00
152 100ml (1×12) 529 35.00 18,515.00
153 60ml (1×12) 375 35.00 13,125.00
154 Indoplex B pot (1×20) 238 35.00 8,330.00
155 Indocal (1×20×30) 155 35.00 5,425.00
156 Indomoxin P/D (1×24) 68 35.00 2,380.00
157 Indozith 30ml (1×24) 129 35.00 4,515.00
158 Indozith 15ml (1×60) 425 35.00 14,875.00
159 Indoprox 250mg 167 35.00 5,845.00
160 Indoprox 500mg 420 35.00 14,700.00
161 Neostin-R 150mg (10×10 ×100) 130 35.00 4,550.00
162 Neostin-R 150mg (10×10×200) 130 35.00 4,550.00
Page: 240
163 Protobit (6×10×100) 539 35.00 18,865.00
164 Protobit (6×10×50) 230 35.00 8,050.00
165 Cipro - I (6×5×60) 139 35.00 4,865.00
166 Cipro - I (6×5×120) 85 35.00 2,975.00
167 IB Saline (1×20) 98 35.00 3,430.00
168 T.S.S (1×20) 30 35.00 1,050.00
169 T.S.S (1×12) 80 35.00 2,800.00
170 Packing Paper 692 2.50 1,730.00
171 Hand Gloves 190 125.00 23,750.00
172 Cotton 290 250.00 72,500.00
173 Tape Large 800 30.00 24,000.00
174 Tape Small 290 25.00 7,250.00
175 Hlogram 930 1.00 930.00
176 Plastic Sandel 9 80.00 720.00
177 Droper (5ml) White 23,320 0.75 17,490.00
178 Droper 1.25ml (28 Cap) 25,470 1.00 25,470.00
179 Dropper 1.25ml Red 32,690 1.25 40,862.50
180 Wrapping Paper 44.00 25.00 1,100.00
181 Spoon White 18,512 1.00 18,512.00
182 Spoon Tansperants 12,360 1.00 12,360.00
183 Gum Pot (For Lebel Use) 500 250.00 125,000.00
184 Washing Brush 1 Aunc 280 250.00 70,000.00
185 Washing Brush 2 Aunc 200 300.00 60,000.00
186 Washing Brush 3 Aunc 150 350.00 52,500.00
187 Washing Brush 8 Aunc 300 400.00 120,000.00
188 Pusher (25 mm) 55,000 0.50 27,500.00
189 Pusher 28mm 3,400 0.50 1,700.00
190 Pusher 22mm 36,000 0.50 18,000.00
191 28mm Cap 12,000 1.00 12,000.00
192 25mm Cap 17,150 1.00 17,150.00
193 22mm Cap 9,345 1.00 9,345.00
194 Face Mark 3 150.00 450.00
195 Show Cover 139 30.00 4,170.00
196 Doctors cap 18 50.00 900.00
197 Inner Sheet 300 25.00 7,500.00
198 MC (1×120) 180 10.00 1,800.00
199 Seplon 110ml 3,580 3.50 12,530.00
200 Seplon 56ml 3,570 3.00 10,710.00
201 Bottle (8 Aunc) 200ml 3,530 5.00 17,650.00
202 Bottle (3 Aunc) 100ml 3,255 5.00 16,275.00
203 Bottle (2 Aunc) 60ml 3,245 4.00 12,980.00
204 Bottle (pot) 35ml 5,612 3.50 19,642.00
205 Bottle (1 Aunc) 30ml 3,433 3.00 10,299.00
206 Bottle (1/2 Aunc) 15ml 582 3.00 1,746.00
207 200 ml Amber 2,453 6.00 14,718.00
208 100ml Amber 1,566 5.00 7,830.00
209 100ml White 2,954 4.50 13,293.00
210 60ml Amber 6,545 4.00 26,180.00
211 30ml Amber Pot 4,526 4.00 18,104.00
212 Cap 11,310 1.00 11,310.00
213 Indocal Pot White 8,671 3.00 26,013.00
Total 15,815,325.00
Sd/-
Place Dhaka Mahfel Huq & Co.
Date: June 20, 2017 Chartered Accountants
Page: 241
16) It has been noticed in the financial statements of Indo-Bangla Pharmaceuticals Ltd for the
year ended 30 June 2016 subsequent to the issue of such financial statement that few
inadvertent mistakes was done by the company in the policy notes. The actual position has
been described as under;
In the last line of the above para it was written that “The Company took permission for
production and selling of Veterinary medicine also.”
“The company applied for permission for production and selling of Veterinary medicine
also.”
In the last line of last para of above notes one deed number out of two deeds executed for
purchase of land on 24.08.2016 was mistakably cited due to oversight. Actually the deed
numbers should be read as no. 8606 and 8611 dated 24th August 2016. The para should be
read as “The Company has registered 37.40 decimal of land vide deeds no. 8606 and 8611 on
24th August 2016.”
Sd/-
Mahfel Huq & Co.
Chartered Accountants
24 September 2017
Page: 242
18) It is observed from note 4.00 (capital work-in-progress) for the period ended 30/06/2016 that
the company has incurred Tk. 9, 37, 08,754.00 for the addition of building. But the company
has no land as on 30/06/2016. As per note 14.00 that company has also not taken land and
building at the time of acquisition. Explain whether the company can incurred expenditure
on construction/addition of building, (which it does not own) only on the basis of a MoU
with previous owner. Also, state whether such construction with signing a (MoU) consistent
with provision of BAS with detailed reference thereof;
Mr. AFM Anowarul Haq is the Managing Director of Indo-Bangla Pharmaceuticals Ltd. and
he is the seller of the land. Moreover, the seller is the majority shareholder and sponsor
Director of Indo-Bangla Pharmaceuticals Ltd. At the time of converting from proprietorship
to limited company, Indo-Bangla Pharmaceuticals Ltd. took all current assets, current
liabilities and other moveable assets of the proprietorship. Subsequently, MoU was signed
between Indo-Bangla Pharmaceuticals Ltd. and the seller regarding the buying of the land.
Since registration procedure to purchase the land was time-consuming the company started
construction of building. Finally, the company purchased the land including three finished
building and two under construction building on the land. The purchase deed has been
executed on 24.08.2016. As there was binding to comply with the guideline of Directorate
General of Drug Administration (DGDA) and to continue operation as well, the company
had to continue the constructions in to the said lands. There is no reference in BAS regarding
this matter. However, in our opinion this is consistent with the BAS as there is no reference.
There is no such expenses has been incurred for land and land development. Below are the
details of land purchase cost for land purchase on 24th August 2016.
During the period 1st July 2015 to 30th June 2016 total value of import in respect of raw
materials and packing materials stands equivalent USD 1,923,788 on CIF basis. Details are
as follows:
(a) Value of imports calculated on CIF basis by the Company during the financial year 2015-
2016 in respect of Raw materials, Component and Spare parts and Capital Goods were as
follows:
Import
Sl. Year Particulars
Unit Quantity Amount in BDT
i 2015-2016 Product raw Materials Kg 629,412 124,513,068
i 2015-2016 Packing raw Materials Kg 73,025 31,510,892
156,023,960
ii 2015-2016 Components of Spare parts - - -
iii 2015-2016 Capital goods Pc 2 3,569,760
(b) The Company did not have any expenditure in foreign currency during the financial year
on account of royalty, Know-how, professional Consultation fees, Interest and other matters.
Page: 243
(c) Value of both imported and Indigenous raw materials, Spare parts and Consumption
thereon were as follows;
Packing Materials:
(d) No amount is remitted during the year in foreign currencies on account of dividend with
a specific mention of the number of non-residents shareholders, the number of shares held by
them on which the dividends were due and the year to which the dividends, related;
(e) Earnings in foreign exchange Classified under the following heads as follows:
i) No export made during the year;
ii) No Royalty, know-how, professional and consultation fees were received
iii) No Interest and dividend received
iv) No Other income received
21) Information as per requirement of schedule XI, Part I para-4 of the Companies Act, 1994.
Information required as per Para 4, Schedule XI, part –I of the Companies Act 1994 for the
year 2015-2016 are as follows:
Page: 244
Receivables considered doubtful or bad. - -
Receivable due by directors or other officers of the
company or any of them either severally or jointly with any
other person or debts due by firms or private companies - -
respectively in which any director is a partner or a director
or a member.
Receivables due by companies under the same
- -
management.
The maximum amount due by directors or other officers of
- -
the company at any time during the year.
22) Information of advance to others amount in Tk. 8,91,45,609.00 under note 7.02;
23) Subsequent balance of advance against machinery (Note 7.02) with addresses of the parties
and reasons of advances;
Machinery has already been arrived and installed with other machinery in the factory. The
mentioned L/C margin was 100% of machinery invoice value. Name and address of the
supplier are as follows:
Page: 245
24) List of the machineries & equipment added during the year 30-06-2016;
Detailed list of the machineries & equipment added during the year 30-06-2016 are as
follows:
25) Submitted certificate of payment of VAT does not agree with the audited accounts;
VAT Current Account is a memorandum account. In the certificate we have disclosed the
payment of VAT during the period and in the financial statements VAT current account
shows how much taka has deposited in with VAT current account. VAT current account
balance indicates the positive balance of VAT Current Account.
Detail of Capital Work in Progress for the year ended 30th June 2016 is as follows:
A. Construction of Building:
Name of
Particulars of construction Total area (Sft) Total amount Status
buildings
Four Storied under construction
60%
Building-4 building Pillar-RCC, Wall-Brick 9106.40 19,095,243
completed
Roof-Brick.
Four Storied under construction
40%
Building-5 building Pillar-RCC, Wall-Brick 16447.20 22,446,984
completed
Roof-Brick.
Total 41,542,227
Page: 246
B. Plant & Machinery
Particular Invoice Invoice Local
L/C No., Name of Bank & Total Present
Sl of Value Value Cost
Supplier (In BDT) Status
Machinery ($) (In BDT) (In BDT)
LC No. 091016010006 5 Blister
L.C Beneficiary: Runin Dolin Inp Packing
1 & Exp Trade Co. Ltd. China, L.C Machine, 250,000.00 19,570,275.00 393,362.53 19,963,637.53
opening Bank: Islami Bank DPP
Bangladesh Ltd. Barisal Branch 250LL
LC No. 091016010010 2 Blister
L.C Beneficiary: Runin Dolin Inp Packing
2 & Exp Trade Co. Ltd. China, L.C Machine, 79,300.00 6,208,222.54 124,785.27 6,333,007.81
opening Bank: Islami Bank China &
Bangladesh Ltd. Barisal Branch DPH 250
4
Automatic
LC No. 091016010017 Capsule
L.C Beneficiary: Printemps Filling &
3 International, India, L.C opening Sealing 160,000.00 12,498,576.00 251,221.38 12,749,797.38
Bank: Islami Bank Bangladesh Machine,
Ltd. Barisal Branch India
Pharma fill-
A 150
2 Auto
Liquid
LC No. 091016010037
Filling &
L.C Beneficiary: Julian Machinery Machine
Sealing
4 Co. Ltd. Taiwan, L.C opening 44,800.00 3,499,422.08 70,338.38 3,569,760.46 installation
Machine,
Bank: Islami Bank Bangladesh complete and
Taiwan &
Ltd. Barisal Branch production
GI-RFC-
running
2410
3 Dry
LC No. 091016010048 Powder
L.C Beneficiary: Julian Machinery Filling
5 Co. Ltd. Taiwan, L.C opening Machine, 120,000.00 9,373,572.00 188,408.80 9,561,980.80
Bank: Islami Bank Bangladesh Taiwan &
Ltd. Barisal Branch GI-DRY-
2410
5
LC No. 091016010071
Automatic
L.C Beneficiary: Julian Machinery
Strip
6 Co. Ltd. Taiwan, L.C opening 37,000.00 2,890,155.47 58,092.12 2,948,247.59
packing
Bank: Islami Bank Bangladesh
Machine,
Ltd. Barisal Branch
Taiwan 501
8 Auto
Sachet
LC No. 091016010095
Filling
L.C Beneficiary: Printemps
Machine,
7 International, India, L.C opening 64,048.00 5,003,820.45 100,576.79 5,104,397.24
India ,
Bank: Islami Bank Bangladesh
Wraptech
Ltd. Barisal Branch
MB-
100C/F
LC No. 091016010110 3 HPLC,
L.C Beneficiary: Wissenchaft Knauer,
8 Liche Knaver Gmbth, Germany, Germany, 130,500.00 10,196,108.55 204,941.78 10,401,050.33
L.C opening Bank: Islami Bank S1 no
Bangladesh Ltd. Barisal Branch 98619
Machine
1 FTIR,
LC No. 091016010118 installation
ALPHA,
9 L.C Beneficiary: Alpha Bruker 81,000.00 6,326,910.00 127,170.89 6,454,080.89 complete and
Bruker,
Gmbth, Germany production
Germany
running
LC No. 091016010329 1 Moisture
L.C Beneficiary: Wissenchaft Blance,
1
Liche Knaver Gmbth, Germany, Germany 5,534.71 432,490.89 8,693.07 441,183.96
0
L.C opening Bank: Islami Bank 1.5L
Bangladesh Ltd. Barisal Branch 50/617
Total 77,527,144.00
Grand Total (A+B) 119,069,371.00
Page: 247
29) Address of parties in Annexure B,
Sd/-
Place Dhaka Mahfel Huq & Co.
Date: October 01, 2017 Chartered Accountants
Page: 248
AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2017
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 (BSA). Those
standards require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free 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.
Page: 249
Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the
company as at 30 June 2017 and of its financial performance and its cash flows for the year then
ended in accordance with the Bangladesh Accounting Standards (BAS), Bangladesh Financial
Reporting Standards (BFRS), The Companies Act 1994, The Securities and Exchange Rules
1987 and other applicable laws and regulations.
a) we have obtained all the information and explanations, which to the best of our knowledge
and belief were necessary for the purposes of our audit;
b) in our opinion, proper books of account as required by law have been kept by the company
so far as it appeared from our examination of these books;
c) the statement of financial position and statement of profit or loss and other comprehensive
income dealt with by the report are in agreement with the books of account; and
d) the expenditure incurred was for the purpose of the company’s business.
Sd/-
Dhaka MAHFEL HUQ & Co.
October 28, 2017 Chartered Accountants
Page: 250
INDO-BANGLA PHARMACEUTICALS LTD
STATEMENT OF FINANCIAL POSITION
As at 30th June, 2017
Amounts in Taka
Particulars Notes
30th June,2017 30th June,2016
ASSETS:
Non-current Assets: 536,553,973 330,469,857
Property, Plant and Equipment 3.00 536,553,973 211,400,486
Capital Work In Progress 4.00 - 119,069,371
Current Assets: 541,115,957 614,908,956
Inventories 5.00 151,056,806 156,521,360
Trade & Other Receivables 6.00 163,857,128 112,266,319
Advance, Deposits and Prepayments 7.00 109,389,792 105,325,972
Cash and Cash equivalents 8.00 116,812,231 240,795,305
TOTAL ASSETS 1,077,669,930 945,378,813
Sd/-
Date: Dhaka Mahfel Huq & Co.
28th October, 2017 Chartered Accountants
Page: 251
INDO-BANGLA PHARMACEUTICALS LTD
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 30th June, 2017.
Amount in Taka
Particulars Notes
2017 2016
Sd/-
Date: Dhaka Mahfel Huq & Co.
28th October, 2017 Chartered Accountants
Page: 252
INDO BANGLA PHARMACEUTICALS LTD
Statement Of Changes In Equity
For the year ended 30th June, 2017
Sd/-
Date: Dhaka Mahfel Huq & Co.
28th October, 2017 Chartered Accountants
Page: 253
INDO-BANGLA PHARMACEUTICALS LIMITED
Statement of Cash Flows
For the year ended 30th June, 2017
Amounts in Taka
Particulars
2017 2016
Cash Flow from Operating Activities
Cash receipts from customers 564,635,675 374,559,271
Cash receipts from others income 11,017,980 241,107
Cash payment to Suppliers (339,163,994) (256,407,305)
Cash payment to Employees (64,622,901) (62,440,406)
Cash payment to Others (65,899,370) (34,132,076)
Cash Generate from operation 105,967,390 21,820,591
Cash payment against income Tax (26,598,351) (7,801,198)
Net Cash from Operating Activities 79,369,039 14,019,393
Cash Flow from Investing Activities
Acquisition of property, plant and equipment (144,784,648) (6,470,900)
Advance paid for Constraction - (22,448,801)
Paid for Work In Progress - (158,787,097)
Advance paid for L/C Margin Machinary (58,567,465) (30,568,200)
Paid for Vendor Payable - (171,837,213)
Advance paid for Land - (20,000,000)
Net Cash used in Investing Activities (203,352,113) (410,112,211)
Cash Flow from Financing Activities
Proceeds from issue of share capital - 631,000,000
Net Cash from Financing Activities - 631,000,000
Net increase in Cash and Cash equivalents (123,983,074) 234,907,182
Cash and Cash Equivalents at beginning of the period 240,795,305 5,888,123
Cash and Cash Equivalent at end of the Period 116,812,231 240,795,305
Net Operating Cash flows per Share 1.09 0.62
Sd/-
Date: Dhaka Mahfel Huq & Co.
28th October, 2017 Chartered Accountants
Page: 254
INDO-BANGLA PHARMACEUTICALS LTD.
Notes to the Financial Statements and other explanatory information
For the year ended June 30, 2017
Page: 255
e) Notes, summary of significant accounting policies and other explanatory
information.
Page: 256
The cost of replacing part of an item of property, plant and equipment is recognized in
the carrying amount of the item if it is probable that the future economic benefits
embodied within the part will flow to the Company and its costs can be measured
reliably. The cost of the day to day maintaining cost on PPE is recognized in the
Statements of Profit or Loss and other Comprehensive Income as incurred.
2.09.2 Depreciation:
Depreciation on Property, Plant and Equipment other than Land has been computed
during the year using the reducing balance method. Depreciation has been charged on
addition when the related Property, Plant and Equipment are available for use as per
management intention. Depreciation has charged at following rates:
Rate Rate
Name of Assets
2017 2016
Land 0% 0%
Building and Civil Construction 2.50% 2.50%
Machineries & Equipment 3% 3%
Generator 3% 3%
Furniture & Fixture 10% 10%
Office Equipment 10% 10%
Transport 10% 10%
Water Plant 10% 10%
ETP Plant 10% 10%
Office Decoration 10% -
Computer 10% -
Air Condition 10% 10%
2.09.4 Impairment:
All fixed assets have been reviewed and it was confirmed that no such fixed assets have
been impaired during the period and for this reason no provision has been made for
Impairment of assets as per BAS 36.
Page: 257
2.11 Valuation of Current Assets:
Trade and Other 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 has been provided for as bad debt in the current
period’s account.
Inventories:
In compliance with the requirements of BAS-2 Inventories, the inventories have been
valued at Cost or Net Realizable value whichever is lower, which is consistent with the
previous period’s practice. Net realizable value is based on estimated selling price in the
ordinary course of business less any further cost expected to be incurred to make the sale.
2.12 Provisions:
A provision is recognized when:
a) the company has an obligation (legal or constructive) as a result of past events;
b) it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation; and
c) Reliable estimates can be made of the amount of the obligation.
The company has accounted for and disclosed employee benefits in compliance with the
provisions of BAS 19: Employee Benefits.
The cost of employee benefit is charged off as revenue expenditure in the period to which
the contributions relate.
The company’s employee benefits include the following:
Page: 258
Deferred Tax:
The company recognized deferred tax as per BAS 12: Income Taxes. Deferred tax is
recognized for all temporary timing difference arising between the carrying value of
assets and liabilities and its tax base values during the year. The tax rate prevailing at the
Financial Position date is used to determine the deferred tax.
Written down value of fixed assets for tax purpose for the year ended 30 June, 2016 was
calculated as per assessment order made by the DCT for the assessment year 2015-2016.
In the mean time, we have received assessment order for the assessment year 2016-2017,
where the DCT had changed the depreciation rate of the fixed assets, that is why, we
have calculated written down value of fixed assets for tax purpose for the year ended 30
June, 2017 as per assessment order made by the DCT for the assessment year 2016-2017.
In the assessment order 2016-2017 the Deputy Commissioner of Taxes changed the rate
of depreciation as follows:
Basic Earnings:
This represents profit or loss at the end of the period attributable to ordinary shareholders
of the entity.
Financial Assets:
Financial assets of the company include cash and cash equivalents, Trade receivables and
other receivables. The company initially recognizes a financial asset in its statement of
financial position when, and only when, the company becomes a party to the contractual
provision of the instrument. The company derecognizes a financial asset when, and only
when; the contractual rights to the cash flows from the financial asset expire or transfer
the contractual rights to receive the cash flows of the financial asset.
Page: 259
Financial Liabilities:
Financial liabilities of the company include trade payables and liabilities for expenses.
The company initially recognizes a financial liability in its statement of financial position
when, and only when, the company becomes a party to the contractual provision of the
instrument. The company derecognizes a financial liability from its statement of financial
position when, and only when, it is extinguished, that is when the obligation specified in
the contract is discharged or cancelled or expires.
Adjusting Events are those that provide evidence of conditions that existed at the end of
the reporting period.
Non-adjusting Events: are those that are indicative of conditions that arose after the
reporting period.
a) that engages in business activities that may earn revenues or incur expenses,
b) whose operating results are regularly reviewed by the entity’s chief operating decision
maker to made a decisions about researches to be allocated to the segment and assess
its performance, and
The company considers the operation on aggregate basis and manages the operations
as a single operating segment. Hence it is felt that such segment reporting is not
required to be made.
Page: 260
2.24 Related Party Disclosure
The company carried out a number of transactions with related parties in the normal
course of business and on arms’ length basis. The information as required by BAS-24:
Related Party Disclosures has been disclosed in a separate note (note no: 25) to the
financial statements.
2.25 General:
i) The figure has been rounded off to the nearest taka.
ii) The financial Statements have been prepared covering one year from July 01, 2016
to June 30, 2017.
Page: 261
Indo-Bangla Pharmaceuticals Ltd
Notes to the Financial Statements
For the year ended 30th June, 2017
Amount in Taka
30th June, 2017 30th June, 2016
3.00 Property, Plant and Equipment
These have arrived at as under:
Opening balance 220,571,894 151,533,130
Add: Addition during the year 336,871,020 69,038,764
Total Cost (a) 557,442,914 220,571,894
B. Accumulated Depreciation
Opening balance 9,171,408 3,659,617
Add: Depreciation Charged for the year 11,717,533 5,511,791
Total: Depreciation (b) 20,888,941 9,171,408
WDV as on 30.06.2017 (a-b) 536,553,973 211,400,486
5.00 Inventories:
This consists of the following;
Raw Material Note: 17.01 61,350,480 69,555,407
Finished Goods Note: 17.00 47,296,100 45,053,550
Work - in - Process Note: 17.00 19,565,430 18,013,355
Spare Parts & Consumable Items Note: 17.02.1 8,256,980 8,083,723
Packing Materials Note: 17.03.1 14,587,816 15,815,325
151,056,806 156,521,360
Inventories in hand have been valued at lower of cost or net realizable value as per BAS-2 and
have been certified by management.
Page: 262
Less: Received during the year 564,635,675 374,559,271
Total trade receivables Annexure-B 163,732,470 111,656,935
The classification of receivables as required by the schedule XI of the Companies Act, 1994
are given below:
Receivable considered good in respect of which the
- -
company is fully secured.
Receivable considered good in respect of which the
company holds no security other than the debtor 163,732,470 111,656,935
personal security.
Receivables considered doubtful bad. - -
Receivable due by directors or others or other offers of
the company or any of them either severly or jointly with
any other person or debts due by firms or private - -
companies respectively in which any director is a partner
or a director or a member.
Receivables due by common under the same
- -
management.
The maximum amount of receivable due by any director
or other officer of the company at any time during the - -
year.
Total 163,732,470 111,656,935
Page: 263
65,253,448 89,145,609
8.00 Cash and Cash equivalents:
These have arrived at as under:
Cash in Hand 6,970,609 5,822,086
Cash at Bank (Note-8.01) 59,841,622 9,973,219
Short Term FDR 50,000,000 225,000,000
116,812,231 240,795,305
8 Cash at Bank
Pubali Bank Ltd. Barishal Sadar Branch A/C 54490 6,726,939 -
Pubali Bank Ltd. Barishal Sadar Branch A/C 50517 - 72,915
Dutch-Bangla Bank Ltd. Barisal Branch A/C 3745 - 68,662
Sonali Bank Ltd.Barishal Corporate Branch A/C. 3953 320,483 34,664
Islami Bank Bangladesh Ltd. Barishal Branch A/C no.10807 50,589,876 3,924,553
Islami Bank Bangladesh Ltd. Bhanga Branch A/C no.01405 184,931 196,721
Islami Bank Bangladesh Ltd.Bhanga Branch A/C no.01506 80,464 94,084
Islami Bank Bangladesh Ltd. Bhanga Branch A/C no.79513 79,080 81,794
One Bank Ltd. Barisal Branch A/C no.02579 738,945 1,598,850
National Bank Ltd. Brishal Branch A/c No CD- 28913 - 3,900,994
Mercantile Bank Ltd A/C: 117213118856998 792,088 -
Dutch-Bangla Bank Ltd. Barisal Branch A/C 1271100014683 328,817 -
59,841,622 9,973,237
Cash balance was certified by the management. Bank balances were agreed with banks
Statements certified by the respective banks.
Page: 264
9.01 A distribution schedule of the above shares is given below;
30-06-2017 % of 30-06-2016 % of Share
Status with the
Name Holding Holding
Company Share Holding Share Holding
Position Position
Aziza Yeasmin Chairman 2,005,000 2.747% 2,005,000 2.747%
A F M Anowarul Huq Managing Director 12,435,000 17.034% 12,435,000 17.034%
Hafiza Yeasmin Director 2,005,000 2.747% 2,005,000 2.747%
Md. Amin-Ur-Rashid Director 2,515,000 3.445% 2,515,000 3.445%
Sayeda Huq Director 2,001,000 2.741% 2,001,000 2.741%
Fatima Parvin Director 2,461,000 3.371% 2,461,000 3.371%
Investment Corporation of Bangladesh Director 15,000,000 20.548% 15,000,000 20.548%
Mst. Shahanaz Akter Director 2,051,000 2.810% 2,051,000 2.810%
Mizanur Rahman Director 2,051,000 2.810% 2,051,000 2.810%
Md. Bellal Khan Shareholder 3,140,000 4.301% 3,140,000 4.301%
Aysha Siddika Shareholder 2,005,000 2.747% 2,005,000 2.747%
ICB Capital Management Limited Shareholder 1,000,000 1.370% 1,000,000 1.370%
Bangladesh Fund Shareholder 6,000,000 8.219% 6,000,000 8.219%
FAS Capital Management Limited Shareholder 450,000 0.616% 450,000 0.616%
Continental Insurance Limited Shareholder 250,000 0.342% 250,000 0.342%
Saiful Islam Kamruz Shareholder 100,000 0.137% 100,000 0.137%
Md. Siddiqur Rahman Shareholder 150,000 0.205% 150,000 0.205%
Sayed Sakib Naimuddin Shareholder 100,000 0.137% 100,000 0.137%
Mr. Hazi Abdul Kader Mia Shareholder 1,000 0.001% 1,000 0.001%
Mr. Ayub Hossain Khan Shareholder 1,000 0.001% 1,000 0.001%
Mr. S.M. Ashfaqur Rahman Shareholder 101,000 0.138% 101,000 0.138%
Mr.Md. Mustafizur Rahman Shareholder 105,000 0.144% 105,000 0.144%
Shamima Akhter Shareholder 30,000 0.041% 30,000 0.041%
Md. Abul Kalam Azad Shareholder 51,000 0.070% 51,000 0.070%
Akram Hossain Md. Feroj Shareholder 1,000,000 1.370% 1,000,000 1.370%
A.T.M. Shafiqul Hasan Shareholder 120,000 0.164% 120,000 0.164%
Rajib Kumar Saha Shareholder 20,000 0.027% 20,000 0.027%
Zillur Rahman Zilu Shareholder 20,000 0.027% 20,000 0.027%
Md. Abdullah al Mamun Shareholder 20,000 0.027% 20,000 0.027%
Shamima Nasrin Shareholder 50,000 0.068% 50,000 0.068%
Page: 265
Kazi Mahbubul Haque Shareholder 50,000 0.068% 50,000 0.068%
Eng. Mahmudul Hasan Shareholder 110,000 0.151% 110,000 0.151%
BMSL Invesment Ltd. Shareholder 10,000 0.014% 10,000 0.014%
Abaci Investment Ltd (MDA) Shareholder 10,000 0.014% 10,000 0.014%
Md. Khairul Islam Shareholder 20,000 0.027% 20,000 0.027%
Partho Kumar Bagchi Shareholder 50,000 0.068% 50,000 0.068%
H. A. Mamun Shareholder 101,000 0.138% 101,000 0.138%
Satyendra Nath Roy Shareholder 48,000 0.066% 48,000 0.066%
Eurodesh Consumer Products Ltd Shareholder 1,000 0.001% 1,000 0.001%
Sonamoni Saha Shareholder 1,000 0.001% 1,000 0.001%
Most. Afroza Akter Shareholder 1,000 0.001% 1,000 0.001%
Lubna Nishat Mim Shareholder 2,251,000 3.084% 2,251,000 3.084%
Nazmun Nahar Shareholder 1,801,000 2.467% 1,801,000 2.467%
Md. Abdus Sabur Khan Shareholder 1,651,000 2.262% 1,651,000 2.262%
Jannatul Marzan Shareholder 2,251,000 3.084% 2,251,000 3.084%
Md. Ikbal Hussain Shareholder 1,241,000 1.700% 1,241,000 1.700%
Md. Abdur Rashid Shareholder 201,000 0.275% 201,000 0.275%
Masuda Islam Sharnali Shareholder 501,000 0.686% 501,000 0.686%
Shakil Mahmud Shareholder 501,000 0.686% 501,000 0.686%
Md. Towhidul Islam Shareholder 801,000 1.097% 801,000 1.097%
Md. Faysal Ahmed Shareholder 501,000 0.686% 501,000 0.686%
Abdul Kaiwm Sikder Shareholder 501,000 0.686% 501,000 0.686%
Safia Begum Shareholder 901,000 1.234% 901,000 1.234%
Soneya Akter Shareholder 701,000 0.960% 701,000 0.960%
Tania Rashid Shareholder 751,000 1.029% 751,000 1.029%
Md. Alauddin Shareholder 651,000 0.892% 651,000 0.892%
Tahmina Nupur Shareholder 151,000 0.207% 151,000 0.207%
Md. Masum Billah Shareholder 1,000 0.001% 1,000 0.001%
Md. Khalid Hossain Shareholder 1,000 0.001% 1,000 0.001%
Mushfiq Ul Quayoom Shareholder 1,000 0.001% 1,000 0.001%
Neaz Rahman Shaqib Shareholder 1,000 0.001% 1,000 0.001%
Total 73,000,000 100% 73,000,000 100%
Page: 266
Amount in Taka
30th June, 2017 30th June, 2016
10.00 Retained Earnings:
This amount consists of as follows:
Balance brought forward 119,233,972 60,209,267
Add: Net Profit for the year 88,372,671 59,024,705
207,606,643 119,233,972
11.00 Deferred Tax Liability:
This amount consists as follows:
Carrying Value of Property, Plant &
536,553,973 211,400,486
Equipment (Annexure-A)
As Tax Base 427,467,713 184,876,723
Temporary Difference 109,086,260 26,523,763
Deferred Tax Liabilities @35% 38,180,191 9,283,317
Opening Deferred Tax Liability 9,283,317 4,022,794
Deferred Tax Expenses (Current year) 28,896,874 5,260,523
Page: 267
16.00 Net Sales Revenue:
Gross Sales 709,217,891 511,494,383
Less: VAT @ 15% 92,506,681 66,716,659
Net Sales (Net off VAT) 616,711,210 444,777,724
(Details are in Annexure-D)
Amount in Taka
30th 30th
June,2017 June'2016
17.00 Cost of Sales:
This has been arrived as under;
Raw Material Consumed Notes #17.01 262,070,969 179,027,986
Add: Work in process (Opening) 18,013,355 17,689,450
Less: Work in Process (Closing) 19,565,430 18,013,355
Total Consumption 260,518,894 178,704,081
Add: Manufacturing Overhead Notes #17.02 45,730,451 26,534,444
Add: Direct expenses Notes #17.03 80,943,707 65,375,188
Cost of Production 387,193,052 270,613,713
Add: Finished Goods (Opening balance) 45,053,550 39,238,921
Finished Goods Available 432,246,602 309,852,634
Less: Finished Goods (Closing) (Details are in
47,296,100 45,053,550
Annexure-E)
Less: Sample Costs 3,150,209 2,270,092
Cost of Sales: 381,800,293 262,528,992
Page: 268
17.02.01 Maintenance of Machine & Consumable Items
Opening balance 8,083,723 6,620,359
Purchase during the period 15,935,617 9,259,142
Less: Closing balance 8,256,980 8,083,723
Consumption 15,762,360 7,795,778
Page: 269
Entertainment for Conference 2,248,255 1,930,204
Gift & Presentation (Promotional Materials) 2,406,822 2,184,686
Sample expense 3,150,209 2,270,092
Travelling & Conveyance 10,270,635 9,560,520
72,847,270 64,370,377
20.00 Non Operating Income:
Misc Sales 221,105 241,107
Interest on FDR 10,312,149 609,384
10,533,254 850,491
21.00 Current Tax:
Profit before tax as per account 135,957,956 90,807,238
Add: Accounting depreciation 11,717,533 5,511,791
Less: Tax base depreciation 94,280,030 20,541,858
Current year Taxable profit 53,395,459 75,777,171
Current Tax @ 35% 18,688,411 26,522,010
For,2017
73,000,000 Shares 1.00 73,000,000.00
For,2016
100,000 Shares 1.00 100,000.00
9,800,000 Shares 1.00 9,800,000.00
Shares (allotment date
10,000,000 0.9016 9,016,393
06/08/2015)
Shares (allotment date
53,100,000 0.0683 3,627,049
06/06/2016)
Weighted Average Number of Shares 73,000,000 22,543,442
Page: 270
25.00 Related parties Transactions:
The company carried out a number of transactions with related parties. The following are the related parties transactions of the Indo-
Bangla Pharmaceuticals Ltd has been disclosed as required by BAS 24 Related Party Disclosures.
(a) Remuneration
Nature of Amount in (BDT)
Name Designation
Transaction 2016-2017 2015-2016
Mr. A.F.M Anowarul Huq Managing Director Remuneration 1,800,000 1,050,000
Page: 271
(d) Other Transactions
Amount in (BDT)
Name Designation Nature of Transaction
2016-2017 2015-2016
Mr. A..F.M Advance against land - 20,000,000
Managing Director
Anowarul Huq Payment of vendor payable - 171,837,213
27.00 The requirements of schedule XI, Part II, Para 3, of the company Act.1994
Employees 2017 2016
Number of employees whose salary was below Tk. 5,300 - -
Number of employees whose salary was above Tk. 5,300 211 206
28.00 Cost of goods sold from import as per Para 8, Schedule XI, Part-II of the Companies Act 1994 is required:
During the period 1st July 2016 to 30th June 2017 total Value of import in respect of raw materials stands equivalent USD 2,479,390.36 on
CIF basis. Details are as follows:
Amount In
Particulars Amount In Tk.
USD
Import of raw Materials 2,347,885 182,172,422
Import of Packing Materials 131,505 10,200,846
Total: 2,479,390 192,373,268
Page: 272
Credit Risk
Liquidity Risk
Market Risk
Credit Risk
Credit risk is the risk of a financial loss to the company if a customer or counterparty to a financial instrument fails to meet its contractual
obligations and arises principally from the company's receivables. Management has a credit policy in place and exposure to credit risk
monitored on an ongoing basis. As at 30th June 2016 substantial part of the receivables are those from its related company and subject to
insignificant credit risk. Risk exposures from other financial assets. i.e. Cash at bank and other external receivables are nominal.
Liquidity Risk
Liquidity risk is the risk that the company will not be be able to meet its financial obligations as thy fall due. The company's approach to
managing liquidity (cash and cash equivalents) is to ensure as far as possible, that it will always have sufficient liquidity to meet its liabilities
when due under both normal and stressed conditions without incurring unacceptable losses or risking damage to the company's reputation.
Typically, the company ensures that it has sufficient cash and cash equivalent to meet expected operational expenses including financial
obligation through preparation of the cash flow forecast with due consideration of time line of payment of the financial obligation and
accordingly arrange for sufficient liquidity/fund to make the expected payment within due date. In extreme stressed conditions the company
may get support from the related company in the form of short term financing.
Market Risk
Market risk is the risk that any changes in market prices such as foreign exchange rates and interest will affect the company's income or the
value of its holdings financial instruments. The objective of market risk management is to manage and control market risk exposures within
acceptable parameters.
Page: 273
Annexure-A
INDO-BANGLA PHARMACEUTICALS LTD
Schedule of Property Plant & Equipment
As at 30th June, 2017
COST DEPRECIATION
Written Down
Balance as Charge
Category of Assets Balance as on Total Cost as Rate Total as at Value as on
Addition on During the
01.07.2016 at 30.06.2017 30.06.2017 30.06.2017
01.07.2016 period
Land - 45,487,485 45,487,485 0% - - - 45,487,485
Building 83,658,414 67,836,348 151,494,762 2.5% 830,804 3,439,548 4,270,352 147,224,410
Machineries & Equipment 118,789,135 218,582,954 337,372,089 3% 6,379,280 6,729,639 13,108,919 324,263,170
Generator 2,882,879 1,470,000 4,352,879 3% 170,378 88,725 259,103 4,093,776
Furniture & Fixture 5,860,824 1,741,370 7,602,194 10% 584,653 568,647 1,153,300 6,448,894
Office Equipment 3,060,481 825,405 3,885,886 10% 355,657 297,773 653,430 3,232,456
Office Decoration - 135,650 135,650 10% - 12,435 12,435 123,215
Computer - 399,490 399,490 10% - 12,044 12,044 387,446
Air Condition - 173,850 173,850 10% - 14,488 14,488 159,363
Transport 1,861,826 218,468 2,080,294 10% 353,747 158,090 511,837 1,568,457
Water Plant 2,512,960 - 2,512,960 10% 307,838 220,512 528,350 1,984,610
ETP Plant 1,945,375 - 1,945,375 10% 189,051 175,632 364,683 1,580,692
Balance 30th June,2017 220,571,894 336,871,020 557,442,914 9,171,408 11,717,533 20,888,941 536,553,973
Balance 30th June,2016 151,533,130 69,038,764 220,571,894 3,659,617 5,511,791 9,171,408 211,400,486
Allocation of Depreciation
Factory 10,654,057
Administration 1,063,476
11,717,533
Page: 274
Annexure-B
INDO-BANGLA PHARMACEUTICALS LTD.
Trade Receivables
As at 30th June, 2017
Sl Name of Party Full Address Amount in (TAKA)
No 2017 2016
1 Barendra distribution 181/A, Upo shohor, Newmarket, Rajshahi. 8,256,240 6,824,586
2 Saimun drug, Khulna 17/3, Durgabari Road, Maymansing. 8,565,470 6,587,963
3 Shafi Medicall Hall 25, BCDS Market, Maik Potti, Jessore 7,258,960 6,025,478
4 Mannan Pharmacy BRTC Bus Station, 87, Shamoli Para, Ulla
6,545,875 5,978,641
Para
5 Shaha pharmacy Ranjit Shaha, Taramoni Medical Hall, 12,
7,052,354 5,648,752
College Mor, Sherpur
6 Rakib medical hall Rakibul Hasan,65, Hatirkumrul, Oil Pump,
4,896,580 5,626,897
Sirajgong
7 khokon medical hall 75, Sarder Super Market, Satkhira, Khulna 7,698,734 5,248,759
8 Rafiq medical hall 85, Kadamtala Bazer, Nator. 6,254,870 5,062,485
9 Deep medical hall 60, Hisan Medicine Market, Rangpur. 7,147,850 4,752,654
10 Iqbal medical hall 27, Sadar Road, Kishoregong. 4,586,936 4,254,321
11 City pharmacy Bishnu podo Shaha,12, Thana More
4,982,546 4,054,219
Golachipa.
12 Badal pharmacy Sumit Sikder,67, Natun Bazar, Gopalgonj. 4,156,983 3,787,741
13 Kanai Lal Pharma Kanai Lal Das,102, Laheri Para, Faridpur. 4,985,764 3,514,875
14 Rumman Medical 110, Nodi Bangla Market, 2nd floor, Shatmata,
3,254,168 1,678,956
Bogura.
15 Ali Medical Soroware Hossain, 115, Sadar Road,
2,586,356 1,352,411
Kishoregonj.
16 Shahin Medical Hall 76, Nurpur Market, Babubazar, Dhaka 2,369,850 1,263,045
17 Sundorban Pharmacy Tofazzel Hossen, 24, Station Road, Comilla. 3,562,478 1,245,786
18 Jannat Medical Kayser Ahmed, 45, Station Road, Natore. 2,652,478 1,124,586
19 Bangladesh Medical Hall 17, Durgabari Road, Moymonsing. 1,452,635 1,054,265
20 City Medical Hall 33, Datta Building, Infornt of Town Hall,
3,256,890 2,880,546
Magura.
21 Tanvir Medical Hall Golam Soroware Hossain, 21, Station Road,
3,254,890 877,643
Hatia.
22 Asha Drug Mr. Azad, 42/A Heraj Market, Khulna. 2,156,368 1,678,452
23 Shams pharmacy 167, Bijoy Bitan, Hali Shohor, Hazari Lane,
3,125,462 2,474,203
Chittagong.
24 Aroga Niketon Monorangon Pal,1 2, Sadar Road, Dohar,
1,852,410 458,693
Dhaka.
25 Basin Medical Hall M.A Mannan, 55, Madhabpur, Narshingdi. 3,546,358 888,745
26 Lovely Enterprise, Feni Mr. Bimal, 34, Station Road, Feni. 1,670,197 385,235
27 Janata Medical Hall 15, Hazi Super Market, Rangpur. 3,896,530 3,500,000
28 Rup Saj Corner Mr. Arif, 27, Bazar Road, Sayedpur. 4,854,780 2,378,451
29 Helal Drug Md. Issa,55, Laxmipur Mor, Rajshahi. 2,546,890 2,367,665
30 Utsab Meidcal Deb Dulal Shaha, 15, Sadar Road,
3,254,698 1,354,555
Kishoregong.
31 Taramoni Medical Hall Biplob Das, 7, Khoda Box Road, Faridpur. 5,546,890 3,345,869
32 Prodip Medical Store Md. Rakibul Islam, 18, M.K Road, Jessore. 6,152,650 4,026,650
33 Tanzila Medical Hall 19, Merina Nodi Bangla Market, Bogura.C25 5,856,930 3,526,650
34 Badhan Pharmacy 28, Bangabandhu Sarak, Jhinaidah. 4,154,680 2,520,050
35 Lia Aroggo Niketon G.C Market, 170 Hazari Lane, Chittagong. 4,686,360 2,526,650
36 Kanai Lal Medical Hall Rajon Lal Das, 11Bhanga Bazar, Bhanga
2,452,360 1,380,458
Faridpur.
37 Shah Medical hall 320, Chandina bazar, Comilla 452,460 -
38 Dottho Farma 120, Fai bazar, Chandina, Comilla 324,680 -
39 Johir Farma Rammohon bazar,25 Pan potti, Borora, -
320,465
Comilla
40 Shades Pharma 135, Chatkhil, Noakhali 235,480 -
41 Sheto Medical hall 75, Jatrabari, Dhaka. 632,520 -
42 Bayewan Medical hall 118, Shonir Akhra, Jatrabari, Dhaka 321,540 -
43 Alia Pharma 54, Aziz supermarket, Khulna 212,850 -
44 Nazmul Pharma 120, Laksam bazar, Comilla 214,525 -
45 Mayer Doa Medical hall 135, Kadamtala Bazer, Nator 85,420 -
46 Asif pharma 120, Durgabari Road, Moymonsing. 140,230 -
47 Priya Medical hall 25, Nurpur Market, Babubazar, Dhaka 85,630 -
48 Alif Medical hall 120, Merina Nodi Bangla Market, Bogura. 174,200 -
Total 163,732,470 111,656,935
Page: 275
Annexure-C
INDO-BANGLA PHARMACEUTICALS LTD.
Trade Paybles
As at 30th June, 2017
Annexure-D
INDO-BANGLA PHARMACEUTICALS LIMITED
Net Sales Statement
As at 30th June, 2017
Sl. Quantity Amount in Tk Quantity Amount in Tk
Name of the Product
No (Box) (2017) (Box) (2016)
1 Tab.Dextrin 485,465 16,991,275 250,932 8,782,620
2 Indomoxin PFS 1,122,540 22,450,800 879,676 17,593,520
3 Indofenac 500 mg 1,202,450 20,441,650 949,936 13,299,104
4 Indostin R New 685,890 30,865,050 452,393 20,357,685
5 Tab.Indocal-D 592,580 11,851,600 439,131 8,782,620
6 Indozith 500 mg - - 193,984 10,281,152
7 Tab.I-Cet NN 2,012,450 34,211,650 1,634,549 27,787,333
8 Tab.I-pedom(New) 631,265 12,625,300 1,390,538 27,810,760
9 Cap.Protobit (10*10) 872,150 68,899,850 421,508 33,299,132
10 Cipro-I 71,748 2,869,920 365,874 18,293,700
11 I-B Oral Saline 528,950 23,802,750 263,880 11,874,600
12 Indoprox Mix 383,276 37,561,048 182,892 18,289,200
13 Tab. Metrol 400mg 375,420 18,395,580 165,710 8,782,787
14 Cap.Indotetra-250mg 545,870 28,385,240 338,337 17,593,524
15 Inket (New) 665,890 14,649,580 443,304 13,299,120
16 Tab. Relise (New) 912,450 27,373,500 636,177 20,357,664
Page: 276
17 Tab. Riboflavin 440,319 23,336,907 165,709 8,782,577
18 Zins Syrup 325,460 4,556,440 734,368 10,281,152
19 Indoplex 200mg 312,165 6,243,300 1,389,366 27,787,320
20 Seplon 450,420 7,206,720 1,738,173 27,810,768
21 D/S. Indoflox PFS 1,045,680 31,370,400 1,109,970 33,299,100
22 Tab. Indocal 665,322 6,653,220 703,604 18,293,704
23 Tab. Indomol Plus 854,870 45,308,110 224,049 11,874,597
24 Tab.Trilugel 245,820 14,749,200 304,820 18,289,200
25 Fixim PFS 20,150 1,309,750 182,689 11,874,785
26 Cap.Indofenac TR 1,300,480 72,826,880 - -
27 Tab. Neostin-R New 164,210 13,465,220 - -
28 Indocal Luse 2,033,150 447,293 - -
29 Tasty Salt Saline 120,250 6,613,750 - -
30 Tab. P 124,620 4,112,460 - -
31 N-X 15,400 662,200 - -
32 Indozith 15 PFS 76,370 1,985,620 - -
33 Indozith 30 PFS 52,521 2,626,049 - -
34 Indozith 500 mg 35,149 1,862,897 - -
Total Taka 19,370,750 616,711,210 15,561,569 444,777,724
Page: 277
Annexure-E
INDO-BANGLA PHARMACEUTICALS LIMITED
FINISHED GOODS
As at 30th June, 2017
Page: 278
Annexure-F
INDO-BANGLA PHARMACEUTICALS LIMITED
Stock Of Raw Materials
Page: 279
27 Ferrous Sulphate 12.00 58,000.00 696,000 11 58,000 638,000
28 Flucloxacillin Sodium 10.75 4,700.00 50,534 230 168 38,640
29 Folic Acid - 3,484.00 - 245 3,484 853,580
30 Ferrous Fumarate 1,050.00 2,400.00 2,520,000 770 2,400 1,848,000
31 Hyoscin Butyl Bromide 425.00 169.00 71,825 362 169 61,178
32 Ibuprofen 12.00 115,000.00 1,380,000 1 115,000 143,750
33 Indomethacin 214.80 850.00 182,580 174 850 147,900
34 Ketorolac 355.74 2,300.00 818,202 135 2,300 310,500
35 Magnesium Hydroxide 123.43 19,000.00 2,345,170 15 19,000 285,000
36 Mebendazole 742.00 260.00 192,920 520 260 135,200
37 Metronidazole 800.00 1,185.00 948,000 530 1,200 636,000
38 Metronidazole Benzoate 120.00 830.00 99,600 80 830 66,400
39 Naproxen 80.00 1,080.00 86,400 70 1,080 75,600
40 Nicotinamide - 3,800.00 - 11 3,800 41,800
41 Neutral Pellets 293.82 400.00 117,527 205 850 174,250
42 Omeprazole Pellets 8.5% 333.06 810.00 269,781 80 540 43,200
43 Paracetamol 184.50 400.00 73,800 165 910 150,150
44 Potassium Chloride 201.33 315.00 63,420 225 315 70,875
45 Promethazine Hydrochloride 720.00 18.00 12,960 706 18 12,708
46 Pyridoxine Hydrochloride (B6) 12.00 2,800.00 33,600 10 2,800 28,000
47 Ranitidine Hydrochloride 287.76 1,600.00 460,416 49 2,600 127,400
48 Riboflavine (B2) 157.50 5,000.00 787,500 148 1,280 189,440
49 Riboflavine 5 Phosphate Sodium 206.00 3,400.00 700,400 148 3,400 503,200
50 Sulphamethoxazole 52.00 1,550.00 80,600 54 6,900 372,600
51 Sodium citrate 153.90 1,020.00 156,978 122 1,020 124,440
52 Sodium Chloride 303.80 108.00 32,810 300 108 32,400
53 Salbutamol 800.00 32.00 25,600 700 32 22,400
54 Tetracycline Hydrochloride 120.00 1,200.00 144,000 79 1,200 94,800
55 Thiamine Dydrochloride (B1) 300.00 1,390.00 417,000 280 1,390 389,200
56 Trimethoprim - 2,700.00 - 310 2,600 806,000
57 Zinc Sulphate 120.00 1,780.00 213,600 88 1,780 156,640
Page: 280
58 Triprolidine Hydrochloride - 28.00 - 126 28 3,528
59 Nemu 65.00 1,650.00 107,250 - - -
60 Pseduephedrine HCL - - - 127 900 114,300
61 Dextromethorphan HBR 120.00 6,500.00 780,000 223 6,500 1,449,500
62 Cefixime Compacted - 1,090.00 - 165 1,090 179,850
63 Oxi 11.30 1,600.00 18,080 - - -
64 Esomeprazole 458.00 770.00 352,660 - - -
65 Pen V 360.00 640.00 230,400 - - -
66 c Chemical 265.00 10,000.00 2,650,000 - - -
67 Oxitetracycline Hydrochloride - - - 476 14,000 6,664,000
68 Aerosil 16.60 650.00 10,790 465 650 302,250
69 Avicel Rc-591 140.00 - 375 140 52,500
70 Avicel-101 952.50 160.00 152,400 - - -
71 Avicel-01 - - - 258 225 58,050
72 Aspertem - 90.00 - 425 90 38,250
73 Amarmath Colour 1.92 650.00 1,248 365 650 237,250
74 Banana Flavour Liq 4.00 800.00 3,200 460 800 368,000
75 Banana Trusil Flavour Powder 1.21 1,200.00 1,452 375 1,200 450,000
76 Citric Acid Monohydrate 29.45 85.00 2,503 425 85 36,125
77 Citric Acid Anhydrous 33.93 94.00 3,189 510 94 47,940
78 Carboxy Methyl Cellulose Sodium CMCS - - - 320 322 103,040
79 Caustic Soda 7.65 9.00 69 280 9 2,520
80 Erythrosin Lake (Diclofenac Colour) Pink 0.20 3,100.00 620 552 3,100 1,711,200
81 Essence Lemon 2.75 800.00 2,200 325 800 260,000
82 ETDA - - - 254 400 101,600
83 Gum Acacia 36.31 350.00 12,709 354 320 113,280
84 Gluconate Liquid (Seplon) 72.80 690.00 50,232 256 690 176,640
85 Gelatine 48.00 145.00 6,960 425 120 51,000
86 Glycerine 82.31 68.00 5,597 376 68 25,568
87 Green Lake Color (Indoprox) 0.38 3,100.00 1,178 724 3,100 2,244,400
88 Hydroxypropyl Methyl Cellulose (HPMC) 16.09 640.00 10,298 225 640 144,000
Page: 281
89 Hydrochloric Acid (HCL) 20.00 18.00 360 365 18 6,570
90 Iso. Prpyl Alcohol (IPA) 285.00 90.00 25,650 256 90 23,040
91 Lactose 1,289.63 275.00 354,648 457 258 117,906
92 L 30 D 35 14.04 1,500.00 21,060 1,260 392 493,920
93 Methyl Paraben Plain (M.P.P) 0.90 425.00 383 129 425 54,825
94 Mannitol 0.20 185.00 37 265 185 49,025
95 Methanol 250.10 84.00 21,008 453 84 38,052
96 mango Flavour (Powder) - - - 254 1,200 304,800
97 Manthl 350.00 90.00 31,500 256 90 23,040
98 Maize Starch (Apple) - - - 524 58 30,392
99 Maize Starch (Globe) 4,219.20 48.00 202,522 352 62 21,824
100 Magnesium Stearate 75.24 165.00 12,415 375 120 45,000
101 Methyl Paraben Sodium (MPS) - - - 185 325 60,125
102 Orange Red Colour 532.00 650.00 345,800 765 650 497,250
103 Orange Lake Colour (vitamine) 0.80 3,100.00 2,480 852 3,100 2,641,200
104 Orange Liquid 5.00 800.00 4,000 158 800 126,400
105 Orange Flavour (Powder) 0.37 1,200.00 444 485 1,200 582,000
106 Orange Oil - - - 225 330 74,250
107 Povidone K-30 2,292.82 640.00 1,467,405 195 720 140,400
108 Potassium Sorbate 450.00 350.00 157,500 1,258 350 440,300
109 Propyl paraben Plain (P.P.P) 1,150.55 700.00 805,385 1,128 700 789,600
110 Sodium Thiosulphate 250.00 - - 285 80 22,800
111 Propyl Paraben Sodium (P.P.S) 0.30 900.00 270 1,858 900 1,672,200
112 Poly Ethylen Glycol (PEG) 1,354.00 650.00 880,100 1,325 650 861,250
113 Purified Talc. 212.77 60.00 12,766 1,045 60 62,700
114 Propylene Glycol - - - 1,925 180 346,500
115 Pineapple Liquid 3.60 900.00 3,240 1,498 900 1,348,200
116 Polish/Carnubawax 1,250.00 450.00 562,500 1,396 450 628,200
117 Ruspberry Red Colour 1,800.90 1,600.00 2,881,440 1,825 1,600 2,920,000
118 Ruspberry Trusil Flavour (Powder) 1,204.61 1,200.00 1,445,532 2,087 1,200 2,504,400
119 Sodium Starch Glycolate 1,519.01 750.00 1,139,258 1,575 750 1,181,250
Page: 282
120 Saccharin Sodium 1,240.40 280.00 347,312 1,352 280 378,560
121 Sorbitol 70% Solution 1,075.90 840.00 903,756 2,135 840 1,793,400
122 Sodium Benzoate 1,075.35 260.00 279,591 1,285 260 334,100
123 Sodium Lauryl Sulphate (Cetrimide) 1,112.93 450.00 500,819 1,150 450 517,500
124 Strawberry Liquid 2,501.30 900.00 2,251,170 2,485 900 2,236,500
125 Seplon Scent 1,501.70 1,100.00 1,651,870 1,856 1,100 2,041,600
126 Sucrose 943.67 85.00 80,212 924 85 78,540
127 Tween-80 652.37 800.00 521,896 678 800 542,400
128 Titanium Dioxide 520.00 240.00 124,800 725 350 253,750
129 Eudragit-L 100 456.80 4,200.00 1,918,560 410 4,200 1,722,000
130 Yellow Colour 625.22 850.00 531,437 529 900 476,100
131 Vanilla Flavour Liquid 505.00 900.00 454,500 448 900 403,200
132 Yellow Lake Colour 2.00 3,600.00 7,200 356 3,600 1,281,600
133 Cap Protobit (Size#2) D Blue-White 1,715,000.00 0.17 284,690 1,249,983 0.17 212,497
134 Cap sheel (Size#2) Red-natural 1,250,000.00 0.17 207,500 - - -
135 (Size #1) Green op - white op 1,400,000.00 0.17 232,399 1,800,000 0.17 306,000
Total 61,350,480 69,555,407
Page: 283
Auditors’ additional disclosure relating to the financial statements for the year ended 30 June
2017 of Indo-Bangla Pharmaceuticals Limited
1) Separate break-up of salary, wages & allowance as disclosed in note 17.02 to the financial
statements;
WPPF was calculated @ 5% of net profit after charging for the fund but before Income tax.
Detailed calculation of WPPF is as follows:
=Tk. 6,797,898
We have sent balance confirmation letter to all 48 respective parties regarding trade
receivables.Forty two (42) customers out of the forty eight (48) confirmed their balances.
Rest of them namely: Tanvir Medical Hall, Kanai Lal Medical Hall, Lovely Enterprise,
City Medical Hall, Asha Drug, Ali Medical have not answered in writing but verbally
confirmed the balance.
Trade receivables as shown in note no. 6.00 to the financial statements as at 30th June
2017were collected by 31stDecember 2017.
5) Quantity wise inventory of packing materials as at 30th June 2017 were as under;
Page: 284
13 Indomox Tablet 250mg 850 1.95 1,657.50
14 Indomoxin Capsule 250mg 750 2.15 1,612.50
15 Indomoxin Capsule 500mg 685 2.15 1,472.75
16 Indomoxin Dry Syrup 1,540 1.95 3,003.00
17 Indophylline Tablet 212 2.1 445.20
18 Indoplex-B- Tablet 3,325 1.85 6,151.25
19 Indoplex Syrup 100ml 850 2.35 1,997.50
20 Indoplex Syrup 200ml 750 3.5 2,625.00
21 Indocof 965 2.95 2,846.75
22 Indotetra Capsule 500mg 450 4 1,800.00
23 Indoprox 250mg 780 3.3 2,574.00
24 Indoprox 500mg 260 3.3 858.00
25 I-B Oral Saline 1,250 5 6,250.00
26 Indomol Plus 650 2.15 1,397.50
27 Indox Capsule 5,680 2.65 15,052.00
28 Indofenac-50 10,520 1.65 17,358.00
29 Indofenac SR Capsule 100mg 620 2.1 1,302.00
30 I-Cet Syrup 630 1.95 1,228.50
31 I-Cet Tablet 750 2.25 1,687.50
32 I-Pedom Tablet 1,350 1.95 2,632.50
33 Indocef Carton (100ml) 520 1.95 1,014.00
34 IndomoxinPaediatric Drops Carton (15ml) 830 2.1 1,743.00
35 Indozith 30ml Carton 350 1.95 682.50
36 Indozith 15ml Carton 1,250 1.65 2,062.50
37 Indozith 250mg 3,855 2.85 10,986.75
38 Indozith 500mg 2,450 2.85 6,982.50
39 I-Pedom 60ml Syrup 250 1.95 487.50
40 Inket 1,230 2.25 2,767.50
41 Indoflam 400mg Carton 1,560 1.95 3,042.00
42 Indoflam 100ml Carton 700 1.65 1,155.00
43 I-Cin 1100 1.95 2,145.00
44 Mebendox Suspension 1,240 2.35 2,914.00
45 Mebendox Tablet 2,560 2.1 5,376.00
46 Metrol Suspension 2,430 3.5 8,505.00
47 Metrol Tablet 400mg 6,500 2.15 13,975.00
48 Neostin-R Tablet 150mg 4,320 1.95 8,424.00
49 Zins Syrup 11,150 2.2 24,530.00
50 Paracetamol Tablet (Blister) 2,980 1.25 3,725.00
51 Paramol Suspension 38,765 4 155,060.00
52 Protobit 20mg 6,980 5 34,900.00
53 Testy Salt Saline 2,500 1.25 3,125.00
54 Tensareal Tablet (New) 4,350 4.5 19,575.00
55 Trialugel Tablet 3,520 4.5 15,840.00
56 Riboflavin Tablet 12,540 3.7 46,398.00
57 Relise Tablet 10,890 2.5 27,225.00
58 Sulbumol Suspension 10,560 2.6 27,456.00
59 Fixim-PFS (50ml) 3,420 1.9 6,498.00
60 I-Fol Tablet 12,890 0.25 3,222.50
61 Arromin Elixir 100ml 43,960 0.25 10,990.00
62 Arromin Elixir 60ml 9,850 0.25 2,462.50
63 Aurioton Syrup 43,250 0.25 10,812.50
64 Cotrimox Suspension 1,520 0.25 380.00
Page: 285
65 Fixim-PFS (50ml) 42,650 0.25 10,662.50
66 Indomoxin Dry Syrup 1100 1.95 2,145.00
67 Indoplex B Tablet 38,560 0.25 9,640.00
68 Indoplex Syrup 100ml 7,980 0.25 1,995.00
69 Indoplex Syrup 200ml 90,250 0.25 22,562.50
70 Indocef 100ml Lebel 91,140 0.25 22,785.00
71 IndomoxinPaediatric Drops 14,650 0.25 3,662.50
72 Indozith 30ml Lebel 7,980 0.25 1,995.00
73 Indozith 15ml Lebel 9,685 0.25 2,421.25
74 Indoflam 100ml Lebel 30,250 0.25 7,562.50
75 Indocof 38,960 0.25 9,740.00
76 I-Pedom Syrup Lebel 55,740 0.25 13,935.00
77 I-Cet Syrup 3,500 0.25 875.00
78 Indocal Tablet 500mg 5,230 0.25 1,307.50
79 Indoflox Dry Syrup 6,520 0.25 1,630.00
80 Seplon 110 ml 25,430 0.25 6,357.50
81 Seplon 56ml 47,560 0.25 11,890.00
82 Zins Syrup 15,230 0.25 3,807.50
83 Sulbumol Suspension 11,450 0.25 2,862.50
84 Mebendox Suspension 12,300 0.25 3,075.00
85 Metrol Suspension 32,154 0.25 8,038.50
86 Paramol Suspension 31,260 0.25 7,815.00
87 Indomoxin P/D 23,560 0.3 7,068.00
88 I-Cet Syrup (60ml) 15,820 0.3 4,746.00
89 I-Pedom 10,250 0.3 3,075.00
90 Indoflox Dry Syrup 21,450 0.3 6,435.00
91 Indomol Plus 5,210 0.3 1,563.00
92 Indoprox 250mg 21,450 0.3 6,435.00
93 Indocof 19,860 0.3 5,958.00
94 I-Cin 22,150 0.3 6,645.00
95 Indocef 21,630 0.3 6,489.00
96 Inket Tablet 12,560 0.3 3,768.00
97 Indozith 30,120 0.3 9,036.00
98 Indoflam 20,150 0.3 6,045.00
99 Relise Tablet 21,540 0.3 6,462.00
100 Sulbumol Syrup 10,450 0.3 3,135.00
101 Zins Syrup 11,250 0.3 3,375.00
102 Protobit 20mg 23,450 0.3 7,035.00
103 Cipro -I 11,323 0.3 3,396.90
104 Fixim-PFS (50ml) 13,554 0.3 4,066.20
105 Alu Bottom (240mm) 485 1,050 509,250.00
106 Alu Bottom (210mm) 620 1,050 651,000.00
107 Albendox Tablet 400mg 385 750 288,750.00
108 Alu Bottom (245mm) 385 1,050.00 404,250.00
109 Butabrom Tablet 150 750 112,500.00
110 Clear Foil 250 750 187,500.00
111 Cipro-I 380 750 285,000.00
112 Cotrimox-DS Tablet 240 750 180,000.00
113 Cotrimox Tablet 250 750 187,500.00
114 Caltab Tablet 420 750 315,000.00
115 Dextrin Tablet 350 750 262,500.00
116 I-Cet Tablet 340 750 255,000.00
Page: 286
117 Indomox Tablet 250mg 550 750 412,500.00
118 I-B Oral Saline 280 560 156,800.00
119 Indophylline Tablet 440 750 330,000.00
120 Indomoxin Capsule 500mg 227 750 170,250.00
121 Indomoxin Capsule 250mg 320 750 240,000.00
122 Indoflox Capsule 250mg 420 750 315,000.00
123 Indoflox Capsule 500mg 380 750 285,000.00
124 Indoprox Tablet 250mg 520 750 390,000.00
125 Indoprox Tablet 500mg 445 750 333,750.00
126 Indox 180 750 135,000.00
127 Indomol Plus 320 750 240,000.00
128 Indozith 250mg Foil 120 750 90,000.00
129 Indozith 500mg Foil 320 750 240,000.00
130 I-Cin 350 750 262,500.00
131 I-Fol Tablet Foil 180 750 135,000.00
132 Indoflam Tablet Foil 520 750 390,000.00
133 I-Pedom 540 750 405,000.00
134 Protobit (20mg) 1580 750 1,185,000.00
135 Puretab Foil 380 750 285,000.00
136 Puretab Plus Foil 420 750 315,000.00
137 Tasty Salt Saline 480 750 360,000.00
138 Trialugel Tablet 280 750 210,000.00
139 Relise 385 750 288,750.00
140 Gyfusin 260 750 195,000.00
141 Metrol Tablet 400mg 450 750 337,500.00
142 Mebendox Tablet 130 750 97,500.00
143 Neostin-R 150mg 250 750 187,500.00
144 PVC Film (169mm) 330 250 82,500.00
145 PVC Film (135mm) 310 250 77,500.00
146 PVC Film (110mm) 550 250 137,500.00
147 PVC Film (150mm) 621 250 155,250.00
148 PVC Film (105mm) Orange Colour 1,820 250 455,000.00
149 PVC Film (256mm) 950 250 237,500.00
150 PVC Film (235mm) 820 250 205,000.00
151 Indoplex 200ml (1×20) 390 35 13,650.00
152 100ml (1×12) 250 35 8,750.00
153 60ml (1×12) 175 35 6,125.00
154 Indoplex B pot (1×20) 120 35 4,200.00
155 Indocal (1×20×30) 130 35 4,550.00
156 Indomoxin P/D (1×24) 48 35 1,680.00
157 Indozith 30ml (1×24) 110 35 3,850.00
158 Indozith 15ml (1×60) 320 35 11,200.00
159 Indoprox 250mg 150 35 5,250.00
160 Indoprox 500mg 310 35 10,850.00
161 Neostin-R 150mg (10×10 ×100) 100 35 3,500.00
162 Neostin-R 150mg (10×10×200) 110 35 3,850.00
163 Protobit (6×10×100) 350 35 12,250.00
164 Protobit (6×10×50) 130 35 4,550.00
165 Cipro - I (6×5×60) 120 35 4,200.00
166 Cipro - I (6×5×120) 12 35 420.00
167 IB Saline (1×20) 65 35 2,275.00
168 T.S.S (1×20) 10 35 350.00
Page: 287
169 T.S.S (1×12) 50 35 1,750.00
170 Packing Paper 360 2.5 900.00
171 Hand Gloves 130 125 16,250.00
172 Cotton 120 250 30,000.00
173 Tape Large 500 30 15,000.00
174 Tape Small 150 25 3,750.00
175 Hlogram 120 1 120.00
176 Plastic Sandel 2 80 160.00
177 Droper (5ml) White 12,560 0.75 9,420.00
178 Droper 1.25ml (28 Cap) 23,150 1 23,150.00
179 Dropper 1.25ml Red 25,890 1.25 32,362.50
180 Wrapping Paper 42 25 1,050.00
181 Spoon White 12,580 1 12,580.00
182 Spoon Tansperants 1,150 1 1,150.00
183 Gum Pot (For Lebel Use) 300 250 75,000.00
184 Washing Brush 1 Aunc 100 250 25,000.00
185 Washing Brush 2 Aunc 80 300 24,000.00
186 Washing Brush 3 Aunc 120 350 42,000.00
187 Washing Brush 8 Aunc 100 400 40,000.00
188 Pusher (25 mm) 31,250 0.5 15,625.00
189 Pusher 28mm 2,500 0.5 1,250.00
190 Pusher 22mm 3,200 0.5 1,600.00
191 28mm Cap 10,230 1 10,230.00
192 25mm Cap 11,500 1 11,500.00
193 22mm Cap 5,240 1 5,240.00
194 Face Mark 8 150 1,200.00
195 Show Cover 1250 30 37,500.00
196 Doctors cap 0 50 0.00
197 Inner Sheet 150 25 3,750.00
198 MC (1×120) 120 10 1,200.00
199 Seplon 110ml 2,860 3.5 10,010.00
200 Seplon 56ml 3,240 3 9,720.00
201 Bottle (8 Aunc) 200ml 3,120 5 15,600.00
202 Bottle (3 Aunc) 100ml 2,560 5 12,800.00
203 Bottle (2 Aunc) 60ml 2,840 4 11,360.00
204 Bottle (pot) 35ml 3,200 3.5 11,200.00
205 Bottle (1 Aunc) 30ml 3,200 3 9,600.00
206 Bottle (1/2 Aunc) 15ml 250 3 750.00
207 200 ml Amber 1,850 6 11,100.00
208 100ml Amber 1,245 5 6,225.00
209 100ml White 1,165 4.5 5,242.50
210 60ml Amber 2,450 4 9,800.00
211 30ml Amber Pot 5,250 4 21,000.00
212 Cap 7,055 1 7,055.00
213 Indocal Pot White 6,420 3 19,260.00
Total 14,587,815.95
Page: 288
6) Break-up of acquisition cost of land;
Details of land cost are as follows (as shown in Annexure A of financial statement for the year
ended 30 June, 2017):
Land 1 Mouza J Land 2
l No-50 (Mouzano-
Sl. No. Particular Total
BoguraAlikanda, 98no Choradi,
BorisalSadar) Bakergonj)
Amount in Tk.
Land (Deed value, registration,
A 35,157,920 2,240,000 37,397,920
and other cost)
7) Disclosure as per Schedule XI, Part – II, Para 8 of the companies Act,1994.
Import
Sl. Year Particulars
Unit Quantity Amount in BDT
i 2016-2017 Product raw Materials Kg 920,025 182,172,422
i 2016-2017 Packing raw Materials Kg 23,669 10,200,846
ii 2016-2017 Components of Spare parts - - -
iii 2016-2017 Capital Goods Pc 92 214,919,659
b) The Company did not incur any expenditure in foreign currency during the financial year
on account of royalty, Know-how, professional Consultation fees, Interest and other
matters.
c) Value of both imported and indigenous raw materials, packing materials, spare parts &
components consumed and the percentage of each to the total consumption are as
follows;
Page: 289
Packing Materials:
d) No amount was remitted during the year in foreign currencies on account of dividend to
non-residents shareholders. It is mentioned that the company does not have any non-
resident shareholders.
8) Disclosure required regarding imported plant &machineries during the year 30 th June 2017.
Disclosure regarding imported plant & machineries during the year 30th June 2017 are as follows:
Sl. Particular Seller name Seller Address Amount in Tk.
Runin Dolin Inp&Exp Trade Co.
5 Blister Packing Runin Dolin Inp&Exp
1 Ltd.Road no: 45, Longshan Rd Ruin city 19,963,637.53
Machine, DPP 250LL Trade Co. Ltd.
zhejiang,China.
2 Blister Packing Runin Dolin Inp&Exp Trade Co.
Runin Dolin Inp&Exp
2 Machine, China & Ltd.Road no: 45, Longshan Rd Ruin city 6,333,007.81
Trade Co. Ltd.
DPH 250 zhejiang,China
4 Automatic Capsule Printemps International, India.21/1,A/3,
Filling & Sealing Printemps Room no.203, Jindal Towers,Darga road,
3 12,749,797.38
Machine, India International, India Beniapukur, Kolkata, West Bengal,
Pharmafill-A 150 700017,India
2 Auto Liquid Filling &
Julian Machinery Co. Ltd. No.100,
Sealing Machine, Julian Machinery Co.
4 Sec.1,GuofengRd.ShengangDist.Taichung 3,569,760.46
Taiwan & GI-RFC- Ltd.
city 42942, Taiwan
2410
3 Dry Powder Filling Julian Machinery Co. Ltd. No.100,
Julian Machinery Co.
5 Machine, Taiwan & GI- Sec.1,GuofengRd.ShengangDist.Taichung 9,561,980.80
Ltd.
DRY-2410 city 42942, Taiwan.
5 Automatic Strip Julian Machinery Co. Ltd. No.100,
Julian Machinery Co.
6 packing Machine, Sec.1,GuofengRd.ShengangDist.Taichung 2,948,247.59
Ltd.
Taiwan 501 city 42942, Taiwan
8 Auto Sachet Filling Printemps International, India.21/1,A/3,
Machine, India, Printemps Room no.203, Jindal Towers,Darga road,
7 5,104,398.00
Wraptech International, Beniapukur, Kolkata, West Bengal,
MB-100C/F 700017,India.
3 HPLC, Knauer,
WissenchaftLicheKna WissenchaftLicheKnaverGmbth,
8 Germany, 10,401,050.33
verGmbth, HeganerWeg 38,14163Berlin,Germany.
S1 no 98619
1 FTIR, ALPHA,
9 Alpha BrukerGmbth, Alpha BrukerGmbth, Germany. 6,454,080.89
Bruker, Germany
1 Moisture Blance, WissenchaftLicheKnaverGmbth,
10 1 Moisture Blance, 441,183.96
Germany 1.5L 50/617 HeganerWeg 38,14163Berlin,Germany.
Runin Dolin Inp&Exp Trade Co.
2 Blister Packing Runin Dolin Inp&Exp
11 Ltd.Road no: 45, Longshan Rd Ruin city 7,974,495
Machine, DPP 250LL Trade Co. Ltd.
zhejiang,China.
Page: 290
3 Automatic Capsule Printemps International, India.21/1,A/3,
Filling & Sealing Printemps Room no.203, Jindal Towers,Darga road,
12 9,550,301
Machine, India Pharma International Beniapukur, Kolkata, West Bengal,
fill-A 150 700017,India
3 Auto Liquid Filling & Julian Machinery Co. Ltd. No.100,
Julian Machinery Co.
13 Sealing Machine, Taiwan Sec.1,Guofeng Rd.ShengangDist.Taichung 5,354,709
& GI-RFC-2410 Ltd.
city 42942, Taiwan
2 Dry Powder Filling Julian Machinery Co. Ltd. No.100,
Julian Machinery Co.
14 Machine, Taiwan & GI- Sec.1,Guofeng Rd.ShengangDist.Taichung 6,365,650
Ltd.
DRY-2410 city 42942, Taiwan
3 Moisture Blance, WissenchaftLicheKna WissenchaftLicheKnaverGmbth,
15 1,323,045
Germany 1.5L 50/617 verGmbth, HeganerWeg 38,14163Berlin,Germany.
2Automatic Capsule
Printemps International, India. Add:12,
Filling & Sealing Printemps
16 Moni Mukherjee Road,. City, Kolkata. 6,751,018
Machine, India Pharma International
Zip/Pin, 700019. Country, India.
fill-A 150
2Auto Liquid Filling & JIH Cheng Machinery Technologies Co.,
Sealing Machine, JIH Cheng Machinery Ltd. Add: ZIP:238 7F., No.502, Da’an
17 3,816,074
Taiwan & GI-RFC- Technologies Co Rd., Shulin Dist., New Taipei City 238,
2410 Taiwan (R.O.C.)
JIH Cheng Machinery Technologies Co.,
2Dry Powder Filling
JIH Cheng Machinery Ltd. Add: ZIP:238 7F., No.502, Da’an
18 Machine, Taiwan & GI- 6,623,265
Technologies Co., Ltd. Rd., Shulin Dist., New Taipei City 238,
DRY-2410
Taiwan (R.O.C.)
Zhejiang Feiyun Zhejiang Feiyun Technology Co., Ltd.
5Blister Packing Technology Co., Ltd. China. No.281, West Yanjiang Road,
19 20,941,856
Machine, DPP 250LL Ruian City, Zhejiang Province, P. R.
China
2High Speed Mixer Sun
Sun JupterMachenary Co. Ltd. Thailand.
20 Granulator, Thailand & JupterMachenary Co. 4,939,864
2/2 Moo 3 Sai Mai, 10210, Thailand
MG 300 Ltd.
2Auto Sachet Filling
Printemps International, India. Address,
Machine, India , Printemps
21 12, Moni Mukherjee Road,. City, Kolkata. 1,325,867
Wraptech International
Zip/Pin, 700019. Country, India.
MB-100C/F
Zhejiang Feiyun Zhejiang Feiyun Technology Co., Ltd.
4Blister Packing
Technology Co., Ltd. China. No.281, West Yanjiang Road,
22 Machine, China & 13,560,403
Ruian City, Zhejiang Province, P. R.
DPH 250
China.
Alpha BrukerGmbth,
4 FTIR,
Germany. Alpha BrukerGmbth, Germany.
23 ALPHA,Bruker, 27,855,813
Kaiserslautern, Kaiserslautern, German.
Germany
German.
WissenchaftKicheKnaverGmbth, Heinrich-
12 Moisture Blance, WissenchaftKicheKna
24 Mack-Str. 35 5,500,682
Germany 1.5L 50/617 verGmbth,
89257 Illertissen, Germany.
2 Tablet Coating Shanghai Chengxiang Machinery Co. Ltd.
Shanghai Chengxiang
25 Machine, Taiwan& Room 105, Building 3, No. 345, Rongmei 4,513,945
Machinery Co., Ltd.
GM-CP-40 Road, Songjiang District, Shanghai, China.
2 HPLC, Knauer, WissenchaftKicheKnaverGmbth,
WissenchaftKicheKna
26 Germany, Germany. Heinrich-Mack-Str. 35 7,280,735
verGmbth,
S1 no 98619 89257 Illertissen,
JIH Cheng Machinery Technologies Co.,
6 Automatic Strip
JIH Cheng Machinery Ltd.ZIP:238 7F., No.502, Da’an Rd.,
27 packing Machine, 3,714,792
Technologies Co., Ltd. Shulin Dist., New Taipei City 238, Taiwan
Taiwan 501
(R.O.C.).
Total 214,919,659
Page: 291
9) Information required as per Para 4, Schedule XI, part –I of the Companies Act 1994.
Information required as per Para 4, Schedule XI, part –I of the Companies Act 1994 for the
year 2016-2017 are as follows:
30-Jun-2017 30-Jun-2016
Particulars
Amount in TK. Amount in TK.
More than six months - -
Less than six months 163,732,470 111,656,935
Total 163,732,470 111,656,935
10) Subsequent status of advance to others amounting Tk. 65,253,448.00 under note 7.02.
Page: 292
11) Subsequent balance of advance against L/C margin for machinery (Note 7.02) and addresses
of the machinery suppliers;
Machineries has already been arrived and installed on 1st September 2017, with other
machineries in the factory. The mentioned L/C margin was 100% of machinery invoice
value and amounting Tk. 58,567,465. Name and addresses of the suppliers are as follows:
Page: 293
Delivery Charges 637,480
Medical Bag Expenses 402,850
Cost of Literature 397,880
Remission Settlement 499,980
Opening liabilities related to other manufacturing overhead 7,340,069
Closing liabilities related to other manufacturing overhead (449,522)
Opening Advance related to other manufacturing overhead (4,374,820)
Closing Advance related to other manufacturing overhead 2,709,659
Cash payment to others for manufacturing overhead (A) 20,870,489
Travelling & Conveyance 2,508,205
Entertainment 1,989,698
Office Rent 381,750
Printing & Stationery 2,094,151
News Paper & Magazine 61,005
Post & Telegram 428,355
Insurance Premium 177,772
License & Legal Fee 1,210,479
Telephone & Mobile Bill 72,523
Internet Bill 19,260
TA & DA of Field Staff 3,265,786
Audit Fees 172,500
Electricity Bill 112,041
Maintenance of Transport 1,636,354
Securities service 670,510
Bank Charge 290,290
Others expenses 564,308
Cash payment to others for administrative expenses (B) 15,654,987
Carriage Outward 2,407,600
Packing Materials-Selling & Distribution 3,407,682
Sales Promotion 3,890,030
Training & seminar Expenses 4,742,870
Entertainment for Conference 2,248,255
Gift & Presentation(Promotional Materials) 2,406,822
Travelling & Conveyance 10,270,635
Cash payment to others for Selling and distribution
29,373,894
expenses (C)
Total Cash payments to others ( A+B+C) 65,899,370
Page: 294
15) Disclosure regarding decrease of Earnings per Share in the year 2017 compare to 2016 is
required.
In the year ended 30 June 2017 the Earnings per Share(EPS) shown Tk. 1.21, where as it was
Tk. 2.62 in the year ended 30 June, 2016. This is because the larger number of denominator
used in calculation of EPS for the year 2017 in compare to the year 2016. Weighted average
number of share 73,000,000 and 22,543,442 used for the year 2017 and 2016 respectively
(Note -22 of the audited financial statement for the year ended 30 June, 2017). It is
mentionable here that if we use same number of denominator to calculate EPS for both
years, we will find that the EPS for year 30 June, 2017 shown larger amount than for the year
2016.
16) Disclosure regarding Workers profit participation and welfare fund is required.
17) Information as per requirement of schedule XI, Part II para-4 of the Companies Act, 1994
Information required as per Para 4, Schedule XI, part –II of the Companies Act 1994 for the
year 2016-2017 are as follows:
18) Explanation regarding payment related Mr. A.F.M Anowarul Huq, amounting Tk. 2.00
Crore and Tk. 17, 18, 37,213.00 as shown in the cash Flow Statement for the year ended
30th June 2016 is required.
It was an inadvertent mistake that we have not included above transaction in the certificate
issued dated on 24.09.2016 regarding related party transaction. The above transaction has
been disclosed in note no 25.00 of the financial statement for the year ended 30 June, 2017,
which is given as follows:
(a) Remuneration
Page: 295
(b) Board meeting fee
Nature Amount in (BDT)
of
Name Designation
Transac 2016-2017 2015-2016
tion
Mrs. Aziza Yeasmin Chairman 60,000 35,000
Mr. A.F.M Anowarul Huq Managing Director 60,000 35,000
Mrs. Hafiza Yeasmin Director 60,000 35,000
Md. Amin-Ur-Rashid Director 60,000 35,000
Sayeda Huq Director 60,000 35,000
Fatima Parvin Director Board 55,000 35,000
Mst.Shanaj Akter Director Meeting 30,000 35,000
Md. Bellal Khan Ex Director fee - 35,000
Aysha Siddika Ex Chairman - 35,000
Mizanur Rahman Director 30,000 -
S.M. Harun Or Rashid Independent Director 20,000 -
Md. Monirujjaman Independent Director 10,000 -
Md. Firoz Khan Independent Director 5,000 -
Sd/-
Place Dhaka Mahfel Huq & Co.
Date: March 13, 2018 Chartered Accountants
Page: 296
CHAPTER (XXVII): PUBLIC ISSUE APPLICATION PROCEDURE
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 subscription closing date), which shall be the 25th (twenty fifth)
working day from the date of publication of abridged version of prospectus.
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 the concerned Stockbroker/Merchant Banker. A Non-
resident Bangladeshi (NRB) and Foreign applicant may also submit a single draft
against 02(two) applications made by him/her, i.e. one in his/her own name and the
other jointly with another person. The draft (FDD) shall be issued by the Bank where
the applicant maintains Foreign Currency account debiting the same account and
provide the customer with a certificate mentioning the FC account number which has
been debited to issue the FDD. The applicant shall also submit the certificate with their
application. No banker shall issue more than two drafts from any 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.
c. Eligible investors shall submit application through the electronic subscription system of
the exchange(s) and deposit the full amount intended to subscribe by the method as
determined by the exchange(s).
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;
Page: 297
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.
7. On the next working day, the Exchanges shall provide the Issuer with the information
received from the Stockbroker/Merchant Bankers, the drafts and certificates submitted by
Non-resident Bangladeshi (NRB) and Foreign applicants and the list containing the draft
information. 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 and websites of the Exchanges. 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 Exchanges
within 10 (ten) working days from the date of receiving information from the 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 Exchanges, if do not receive any observation from the Commission or the
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 Exchanges within 12
(twelve) hours of lottery.
Page: 298
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 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 Commission and Exchanges 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 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, 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 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;
16. On the next working day of receiving the documents from the Exchanges, the
Stockbrokers/Merchant Banker 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 applicants (other than NRB and foreign) who are subject to penal
provisions to the respective ‘Escrow’ accounts of the Issuer opened for subscription
purpose.
17. 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.
18. Simultaneously, the stockbrokers/Merchant Bankers shall release the application money
blocked in the customer accounts; inform the successful applicants about allotment of
securities and the unsuccessful applicants about releasing their blocked amounts and send
documents to the Exchange evidencing details of the remittances made to the respective
‘Escrow’ accounts of the Issuer. 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.
Page: 299
19. All drafts submitted by NRB or Foreign applicants shall be deposited in the Issuer’s
respective ‘Escrow’ accounts and refund shall be made by the Issuer by refund warrants
through concerned stockbroker or merchant banker or transfer to the applicant’s bank
account (FC account which has been debited to apply by NRB or foreign applicants)
through banking channel within 10 (ten) working days from the date of lottery.
Miscellaneous:
20. The Issuer, Issue Manager, Stockbrokers and Merchant Bankers shall ensure compliance of
the above.
21. The bank drafts (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank
Ltd. on the date of publication of abridged version of prospectus.
22. 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.
23. The Issuer shall pay the costs related to data transmission, if claimed by the Exchange
concerned up to an amount of Tk.2,00,000.00 (taka two lac) for a public issue.
24. The Stockbroker/Merchant Bankers shall be entitled to a service charge of Tk.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.
25. The Stockbroker/Merchant Banker shall provide the Issuer with a statement of the
remittance and drafts sent.
26. 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.
27. The concerned Exchange are authorized to settle any complaints and take necessary
actions against any Stockbroker/Merchant Banker in case of violation of any provision of
the public issue application process with intimation to the Commission.
All eligible Stock Brokers and Merchant Bankers shall receive the IPO subscription.
The IPO subscription money collected from successful applicants (other than NRB applicants) by
the Stockbrokers/Merchant Bankers will be remitted to the Company’s High Performance
Account Corporate No. 1011360459420 with Eastern Bank Limited, Principal Branch, Dhaka,
Bangladesh for this purpose.
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:
Page: 300
APPLICATION FORM
Interested persons are entitled to a prospectus, if they desire, and that copies of prospectus may
be obtained from the issuer and the issue manager.
Name of applicant :
Client Code :
BO ID No. :
Category of applicant :
Signature of Signature of
Applicants Authorized Officer
Page: 301
CHAPTER (XXVIII): OTHERS
1. It appears that none of the top 5 (five) salaried personnel is from Research &
Development Department
Mr. Shah-e-Azam is the head of Product Development, which is our R&D department. He is
the among the top 5 salaried persons in our company.
2. It appears that Tk. 12.09 crore from immediate past capital raising were utilized for
investment in FDR. Rationales for further capital raising from IPO is required to
disclose;
Investment in FDR was temporary. We have procured land and building for expansion our
business. We are on the process to further expand our business to be competitive with our
competitors.
3. It appears that actual capacity utilization of tablet, capsule & liquid for the year ended
30/06/16 respectively 66.67%, 66.67%, & 60% but you have stated that from IPO
proceeds you will further purchase machineries. Explain;
Currently our factory runs on average 65% capacity level which is almost the optimum level
for existing machineries. For a constant business growth, we need to install new machineries
for increase the capacity and production volume. Hence our management has decided to
install new machineries and financing through Initial Public offering.
4. It is also observed that huge amount of sales is piled up with account receivables
(approximately 25%) year to year and huge amount of inventory excluding spare parts and
packing materials (approximately 30%) are remain as inventory Explain;
In order to boost up the market share and increase sales, Management has adopted credit
policy for 90 to 120 days. Our management expects that the credit policy will boost our sales
and we will be able to compete with our competitors in effective way. Hence, at the end of
the year a portion of sales is retained with accounts receivable. To keep up the sales we have
to maintain the optimum level of inventory.
Sd/-
A F M Anowarul Huq
Managing Director
Indo-Bangla Pharmaceuticals Ltd.
Page: 302
DECLARATION FROM THE ISSUER THAT COMPANY WILL SHIFT ITS EXISTING
INDUSTRY TO A NEW INDUSTRIAL AREA IMMEDIATELY
We, the issuer, have bought land of 1.59 acre at Ranirhat, Bakergonj, Barisal. We informed to
the Department of Environment that we would shift to the industrial area within 3/4 years. We
reiterate our commitment here that we will shift within 3/4 years.
Sd/-
A F M Anowarul Huq
Managing Director
Indo-Bangla Pharmaceuticals Ltd.
We, the issue managers, would like to inform you that we discussed with the top management
regarding the shifting of the existing industry. In this regard, issuer has bought land of 1.59 acre
at Ranirhat, Bakergonj, Barisal. In addition, the issuer informed the matter to the Department of
Environment that they would shift within 3/4 years.
This is to inform you that Ministry of Commerce in its Gazette dated 12th January, 2003 ordered
5 companies from power sector and 6 companies from jute sector would be under Cost Audit
Compliance. Later on, 3rd December 2009 Ministry of Commerce issued Gazette by which 42
companies from Garments and Textiles sector, 12 companies from Pharmaceutical sector and all
the companies involved in manufacturing of Chemical Fertilizer would be under Cost Audit
Compliance.
Since Indo-Bangla Pharmaceuticals Limited are not bracketed in above mentioned companies
Cost Audit by Cost and Management Accountants is not applicable for “Indo-Bangla
Pharmaceuticals Limited”.
Sd/- Sd/-
A F M Anowarul Huq Md. Faruque Hossain
Managing Director Chief Financial Officer
Indo-Bangla Pharmaceuticals Ltd. Indo-Bangla Pharmaceuticals Ltd.
Page: 303