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“Investment in capital market involves certain degree of risks. The investors are required to read the prospectus and risk factors carefully, assess their own financial conditions and risk taking ability before making their investment decisions.”

PUBLIC ISSUE OF 20,000,000 ORDINARY SHARES

ISSUE DATE OF THE PROSPECTUS: _________________

OFFER PRICE TK. 10.00 EACH AT PAR TOTALING TK. 200,000,000.00

Opening and closing date of subscription:

Opening date of subscription: ______________ Closing date of subscription: _______________

PROSPECTUS

Name of Issuer:

Name of Issue Managers:

Imperial Capital Limited

EBL Investments Limited

&

CAPM Advisory Limited

Page: ii

(a) Preliminary Information and Declarations: (i) Name(s), address(s), telephone number(s), web address(s), e-mail(s), fax number(s) and contact persons of the issuer, issue manager(s),

underwriter(s), auditors, credit rating company and valuer, where applicable;

Issuer

Name & Address Telephone & Fax Number, E-mail, Web Address Contact Person

BD Paints Limited (BDPL) Tel: +88-09678772345 Plot # 117/3, Nayabari Road, Sataish, Tongi, Gazipur Fax: +88-09678772345 (Ext.-110) S.M. Mamun Ar Rashid

Email: [email protected] Company Secretary

Web: www.bdpaints.com

Issue Managers


Imperial Capital Limited Tel: +88-02-9361870 Saiham Sky View Tower (3rd Floor), 45 Bijoy Nagar, Dhaka-1000.

Fax: +88-02-9361870 (Ext.-102) Md. Salauddin Sikder FCMA

E-mail: [email protected] CEO & Managing Director

Web: www.imperialcapital.org

EBL Investments Limited Tel: +88-02-47111096, +88-02-47111867 59, Motijheel C/A (1st Floor), Dhaka-1000. Fax: +88-02-47111218 Tahid Ahmed Chowdhury, FCCA

E-mail: [email protected] Managing Director

Web: www.eblinvestments.com

CAPM Advisory Limited Tel: +88-02-9822391-2 Tower Hamlet (9th Floor) 16, Kemal Ataturk Avenue Banani C/A, Dhaka-1213.

Fax: +88-02-9822393 Tania Sharmin

E-mail: [email protected] Managing Director & CEO

Web: www.capmadvisorybd.com

Underwriters


NBL Capital and Equity Management Limited Tel: +88-02-47118816, +88-02-47118807 Printers Building (8th Floor), 5 Rajuk Avenue, Dhaka-1000.

Fax: +88-02-47118805 Kamrun Naher

E-mail: [email protected] Chief Executive Officer

Web: www.nblceml.com

BLI Capital Limited Tel: +88-02-41030061-65 Rupayan Trade Centre (10th Floor) 114, Kazi Nazrul Islam Avenue, Banglamotor, Dhaka-1000

Fax: +88-02-9559532 Md. Israil Hossain ACS


Web: www.blicapitalltd.com

Page: iii

Asian Tiger Capital Partners Investments Limited Tel: +88-02-9898439 Sheba House (7th Floor), Plot # 34, Road # 46, Gulshan-2, Dhaka-1212.

Fax: +88-02-9898439 (Ext-113) Muhammad Fuad Hussain


Web: www.at-capital.com

Auditor


Mahfel Huq & Co. Tel: +88-02-9553143 Chartered Accountants Fax: +88-02-9571005 Md. Abul Kalam 34, Topkhana Road, BGIC Tower (4th Floor), Dhaka-1000. E-mail: [email protected] Manager

web: www.mahfelhuq.com

The Company is not involved with Valuer; Credit rating is not applicable for the issuer. (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

(iv) “CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE OR OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2015. IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE ISSUER COMPANY, ANY OF ITS PROJECTS OR THE ISSUE PRICE OF ITS SECURITIES OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINION EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORS, CHIEF EXECUTIVE OFFICER, MANAGING DIRECTOR, CHIEF FINANCIAL OFFICER, COMPANY SECRETARY, ISSUE MANAGER, ISSUE MANAGER’S CHIEF EXECUTIVE OFFICER, UNDERWRITERS, AUDITOR(S), VALUER AND/OR CREDIT RATING COMPANY (IF ANY)."

(v) ‘Risks in relation to the First Issue’ “This being the first issue of the issuer, there has been no formal market for the securities of the issuer. The face value of the securities is Tk. 10.00 (Ten) and the issue price is Tk. 10.00, i.e. the face value. The issue price has been determined and justified by the issuer and the issue managers as stated under the paragraph on “justification of issue price” should not be taken to be indicative of the market price of the securities after listing. No assurance can be given regarding an active or sustained trading of the securities or the price after listing."

(vi) ‘General Risk' "Investment in securities involves a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offer. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not been recommended by the Bangladesh Securities and Exchange Commission (BSEC) nor does BSEC guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of ‘risk factors’ given on page number(s) 144-150”

(vii) ‘BD Paints Limited’s Absolute Responsibility’ "The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this prospectus contains all material information with regard to the issuer and the issue, that the information contained in the prospectus are true, fair and correct in all material aspects and are not misleading in any respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect."

Page: v

(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


BD Paints Limited (BDPL) Tel: +88-09678772345

Plot # 117/3, Nayabari Road, Sataish, Tongi, Gazipur Fax: +88-09678772345 (Ext.-110) S.M. Mamun Ar Rashid

Email: [email protected] Company Secretary


Issue Managers













Stock Exchanges


Dhaka Stock Exchange Limited Tel: +88-02-9564601, 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

Chittagong Stock Exchange Limited Tel: 031-714632-3 CSE Library, CSE Building, 1080, Sheikh Mujib Road Agrabad, Chittagong- 4100.

Fax: 031-714101 Mohammad Habib Ullah

E-mail: [email protected] Deputy Manager

Web: www.cse.com.bd

Prospectus would also be available on the web sites of BSEC (www.sec.gov.bd) and at the Public Reference Room of the Bangladesh Securities and Exchange Commission (BSEC) for reading and studying.

mailto:[email protected]

http://www.dsebd.org/

http://www.cse.com.bd/

http://www.sec.gov.bd/

Page: vi

(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

2

3

4

Page: vii

(iii) Definitions and Acronyms or Elaborations Acronyms or Elaborations:

A

“Articles” or “Articles of Association” or “AoA” The Articles of Association of BD Paints Limited, as amended

AGM Annual General Meeting

Allotment Letter of Allotment of shares

B

“Board” or “Board of Directors” or “our Board” The Board of Directors of BD Paints Limited, as duly constituted from time to time including any committees thereof

B.A. Bachelor of Arts

BAS Bangladesh Accounting Standards

BDPL BD Paints Limited

BDT Bangladeshi Taka

BFRS Bangladesh Financial Reporting Standards

BIDA Bangladesh Investment Development Authority

BO A/C Beneficiary Owner's Account

BSEC Bangladesh Securities and Exchange Commission

C

CAPMAL CAPM Advisory Limited

CDBL Central Depository Bangladesh Limited

Certificate Share Certificate

CFO Chief Financial Officer

CIB Credit Information Bureau

Commission Bangladesh Securities and Exchange Commission

CSE Chittagong Stock Exchange Limited

D

DSE Dhaka Stock Exchange Limited

E

EBLIL EBL Investments Limited

E-Mail Electronic Mail

EPS Earnings Per Share

Exchanges Stock Exchanges

F

FC A/C Foreign Currency Account

FDR Fixed Deposit Receipt

FY Fiscal Year

G

GBP Great Britain Pound

H

HSC Higher Secondary Certificate

I

ICL Imperial Capital Limited

IPO Initial Public Offering

Issue Public Issue of shares

Issue Managers Imperial Capital Limited, EBL Investments Limited & CAPM Advisory Limited

Issuer BD Paints Limited

Page: viii

L

LL.M. Master of Laws

M

“Memorandum” or “Memorandum of Association” or “MoA”

The Memorandum of Association of BD Paints Limited, as amended

M.Com Master of Commerce

M.Sc Master of Science

MBA Masters of Business Administration

MS-Word Microsoft word

N

NAV Net Asset Value

NRB Non Resident Bangladeshi

O

“Our Company” BD Paints Limited, a public limited company incorporated under the Companies Act

Offering Price Price of the Securities of BDPL

P

PE Price to Earnings

R

R & D Research and Development

RJSC Registrar of Joint Stock Companies and Firms

S

Securities Share of BD Paints Limited

Securities Market The Share Market of Bangladesh

Sponsors The sponsor shareholders of BD Paints Limited

Stock Holder Share Holder

Subscription Application Money

T

The Company/Issuer BD Paints Limited, a 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: ix

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

(i) Others: ......................................................................................................................................................... 6

CHAPTER (II): CONDITIONS IMPOSED BY THE COMMISSION .......................................................... 8

DISCLOSURE IN RESPECT OF ISSUANCE OF SECURITY IN DEMAT FORM: ............................................. 8

CONDITIONS UNDER 2CC OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969: ..................... 8

CHAPTER (III): DECLARATION AND DUE DILIGENCE CERTIFICATES .............................................. 15

DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS, INCLUDING THE CEO OF THE

ISSUER IN RESPECT OF THE PROSPECTUS ................................................................................................... 15

DUE DILIGENCE CERTIFICATE BY ISSUE MANAGER ................................................................................... 16



DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER ................................................................................ 22



CHAPTER (IV): ABOUT THE ISSUER................................................................................................. 27

Particulars of the Company: ............................................................................................................................ 27

Name of the Sponsors and Directors: ............................................................................................................ 27

Particulars of Auditor and Registrar to the Issue: ........................................................................................ 28

Name of the Stock Exchanges where the Securities to be listed: ............................................................. 28

CHAPTER (V): CORPORATE DIRECTORY OF THE ISSUER ............................................................... 29

CHAPTER (VI): DESCRIPTION OF THE ISSUER ................................................................................. 30

(a) Summary: .................................................................................................................................................. 30

(b) General Information: .............................................................................................................................. 31

(c) Capital Structure: .................................................................................................................................... 37

(d) Description of Business: .......................................................................................................................... 44

(e) Description of Property: ........................................................................................................................ 54

(f) Plan of Operation and Discussion of Financial Condition: .............................................................. 72

(a) Internal and external sources of cash;.................................................................................... 73

(b) Any material commitments for capital expenditure and expected sources of funds for

such expenditure; ........................................................................................................................ 73

(c) Causes for any material changes from period to period in revenues, cost of goods sold,

other operating expenses and net income; ........................................................................... 73

(d) Any seasonal aspects of the issuer’s business; ...................................................................... 73

(e) Any known trends, events or uncertainties that may have material effect on the issuer’s

future business; ............................................................................................................................ 74

(f) Any assets of the company used to pay off any liabilities; ............................................... 74

(g) Any loan taken from or given to any related party or connected person of the issuer

with details of the same; ........................................................................................................... 74

(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; ............................................... 74

Page: x

(i) The estimated amount, where applicable, of future capital expenditure; ..................... 74

(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; ....................................................................................................... 74

(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; ............................................................. 75

(l) Details of all personnel related schemes for which the company has to make provision

for in future years; ..................................................................................................................... 75

(m) Break down of all expenses related to the public issue; .................................................... 75

(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; ............................................................ 77

(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; ...... 77

(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: ........................................................... 78

(q) Where the issuer is a banking company, insurance company, non‐banking financial

institution or any other company which is regulated and licensed by another primary

regulator, a declaration by the board of directors shall be included in the prospectus

stating that all requirements of the relevant laws and regulatory requirements of its

primary regulator have been adhered to by the issuer; ................................................... 79

(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; ............................................................................ 79

(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 ............... 79

(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; ............ 79

(u) Discussion on the results of operations: ................................................................................... 80

(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: ....... 81

(w) Defaults or rescheduling of borrowings with financial institutions or banks, conversion of

loans into equity along with reasons thereof, lock out, strikes and reasons for the same

etc. during the history of operation of the company; ......................................................... 83

(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; ............................................ 83

(y) Injunction or restraining order, if any, with possible implications; .................................... 83

Page: xi

(z) Technology, market, managerial competence and capacity built-up; ............................ 83

(aa) Changes in accounting policies in the last three years; ....................................................... 84

(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;..... 84

(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; ............................................................................................................................................ 85

(dd) Factors that may affect the results of operations. ............................................................... 87

CHAPTER (VII): MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ....... 88

(a) Overview of business and strategies: ................................................................................................. 88

(b) SWOT ANALYSIS: ................................................................................................................................... 89

(c) Analysis of the financial statements of last five years with reason(s) of fluctuating revenue or

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. .. 90

(d) Known trends, demands, commitments, events or uncertainties that are likely to have an effect

on the company’s business: .................................................................................................................... 91

(e) Trends or expected fluctuations in liquidity: ...................................................................................... 91

(f) Off-balance sheet arrangements those have or likely to have a current or future effect on

financial condition: .................................................................................................................................. 91

CHAPTER (VIII): DIRECTORS AND OFFICERS .................................................................................. 92

(a) Name, Father’s Name, age, Residential address, Educational qualification, experience and

position of each director and nominated director with nomination period, organization name:

.................................................................................................................................................................... 92

(b) Date of first Directorship and Expiry of Current Tenure of the directors: ................................... 94

(c) Name of Interest and Involvement in other business or organization of directors: .................... 94

(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: . 94

(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:

.................................................................................................................................................................... 94

(f) Brief description of other businesses of the directors: ..................................................................... 95

(g) Short bio-data of each director: .......................................................................................................... 95

(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: .......................... 96

(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 Chief

Executive Officer, Managing Director, Chief Financial Officer, Company Secretary, 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:.............................. 97

(j) Changes in the key management persons during the last three years: ....................................... 98

(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:..................................... 99

(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

Page: xii

of control, date of acquisition, terms of acquisition, consideration paid for such acquisition etc.

................................................................................................................................................................. 101

(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: .......................... 101

(n) Interest of the key management persons: ....................................................................................... 101

(o) All interests and facilities enjoyed by a director, whether pecuniary or non-pecuniary: ..... 101

(p) Number of shares held and percentage of shareholding (pre-issue): ...................................... 101

(q) Change in board of directors during last three years: ................................................................ 102

(r) Director’s engagement with similar business: .................................................................................. 102

CHAPTER (IX): CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ................................. 103

CHAPTER (X): EXECUTIVE COMPENSATION ................................................................................ 105

(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:

................................................................................................................................................................. 105

(b) Aggregate amount of remuneration paid to all directors and officers as a group during the

last accounting year: ........................................................................................................................... 105

(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: ....................................................................................................... 105

(d) The board meeting attendance fees received by the director including the managing director

along with date of approval in AGM or EGM: ............................................................................. 105

(e) Any contract with any director or officer providing for the payment of future compensation:

................................................................................................................................................................. 105

(f) If the issuer intends to substantially increase the remuneration paid to its directors and officers

in the current year, appropriate information regarding thereto: .............................................. 105

(g) Any other benefit or facility provided to the above persons during the last accounting year:

................................................................................................................................................................. 105

CHAPTER (XI): OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES ...................... 105

CHAPTER (XII): TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE MEMORANDUM . 106

Benefits from the Company during last five years: .................................................................................. 106

Directors and Subscribers’ Assets to the Company: ................................................................................. 107

CHAPTER (XIII): OWNERSHIP OF THE COMPANY’S SECURITIES................................................... 109

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: ..................................................................................................................................... 109

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: ......................................................................................... 114

c) The average cost of acquisition of equity shares by the directors certified by the auditors:

................................................................................................................................................................. 116

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: - ..................................... 117

e) Detail of shares issued by the company at a price lower than the issue price: ...................... 120

f) History of significant (5% or more) changes in ownership of securities from inception: ........ 121

CHAPTER (XIV): CORPORATE GOVERNANCE.............................................................................. 122

a) Management disclosure regarding compliance with the requirements of Corporate

Governance Guidelines of the Bangladesh Securities and Exchange Commission (BSEC); .. 122

b) A compliance report of Corporate Governance requirements certified by competent authority;

................................................................................................................................................................. 122

Page: xiii

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. ............................................................................................................................ 137

CHAPTER (XV): VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGERS .... 138

CHAPTER (XVI): DEBT SECURITIES ................................................................................................ 139

CHAPTER (XVII): PARTIES INVOLVED AND THEIR RESPONSIBILITIES .......................................... 140

CHAPTER (XVIII): MATERIAL CONTRACTS ................................................................................... 141

CHAPTER (XIX): LITIGATIONS, FINE OR PENALTY ....................................................................... 143

CHAPTER (XX): RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE RISKS .......... 144

(i) Internal risk factors may include, among others: ........................................................................... 144

(ii) External risk factors may include among others: ........................................................................... 148

CHAPTER (XXI): DESCRIPTION OF THE ISSUE ............................................................................... 151

(a) Issue Size: Tk. 200,000,000.00 ........................................................................................................ 151

(b) Number of securities to be issued;.................................................................................................... 151

(c) Authorized capital and paid-up capital; ........................................................................................ 151

(d) Face value, premium and offer price per unit of securities; ....................................................... 151

(e) Number of securities to be entitled for each category of applicants;...................................... 151

(f) Holding structure of different classes of securities before and after the issue; ...................... 152

(g) Objective of the issue including financing requirements and feasibility in respect of enhanced

paid-up capital. ................................................................................................................................... 152

CHAPTER (XXII): USE OF PROCEEDS ............................................................................................ 156

(a) Use of net proceeds of the offer indicating the amount to be used for each purpose with head-

wise break-up; ..................................................................................................................................... 156

(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; ............................... 199

(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; . 199

(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; ........................................................................................ 199

(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; .................................................................................................. 200

(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; ........................................................ 200

(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; .............................................. 200

Page: xiv

(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; .................................................................................................................................................. 200

(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; ..................................... 200

(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; ........................................................................................................................ 201

(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. .................................................................................................................................................... 201

CHAPTER (XXIII): LOCK-IN ........................................................................................................... 208

CHAPTER (XXIV): MARKETS FOR THE SECURITIES BEING OFFERED ............................................ 212

CHAPTER (XXV): DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED................. 213

(a) Dividend, voting and preemption rights; ......................................................................................... 213

(b) Conversion and liquidation rights; .................................................................................................... 213

(c) Dividend policy; ................................................................................................................................... 213

(d) Other rights of the securities holders; .............................................................................................. 213

CHAPTER (XXVI): FINANCIAL STATEMENTS ................................................................................ 214

(a) The latest financial statements prepared and audited by the Commission’s panel auditors in

adherence to the provisions of the Securities and Exchange Rules, 1987, the †Kv¤úvwb AvBb, 1994,

International financial Reporting and Auditing Standards as adopted in Bangladesh from time

to time and any other law as applicable; ...................................................................................... 214

(b) Information as is required under section 186 of the †Kv¤úvwb AvBb, 1994 relating to holding

company; ............................................................................................................................................... 242

(c) Selected ratios as specified in Annexure-D; .................................................................................. 242

(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; ........................ 248

(e) Financial spread sheet analysis for the latest audited financial statements; .......................... 251

(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; .............................................. 253

(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;

................................................................................................................................................................. 253

(h) Quarterly or half-yearly EPS should not be annualized while calculating the EPS; .............. 253

(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. . 253

(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. ................................................................................................... 253

(k) Following statements for the last five years or any shorter period of commercial operation

certified by the auditors:- .................................................................................................................. 254

(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; ........ 254

Page: xv

(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;

...................................................................................................................................................... 254

(iii) Statement of unsecured loans with terms and conditions; ................................................ 254

(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.; ................................................................................................................... 255

(v) Statement of trade receivables showing receivable from related party and connected

persons; ....................................................................................................................................... 255

(vi) Statement of any loan given by the issuer including loans to related party or connected

persons with rate of interest and interest realized or accrued; ...................................... 256

(vii) Statement of other income showing interest income, dividend income, discount received,

other non operating income; .................................................................................................. 256

(viii) Statement of turnover showing separately in cash and through banking channel; ..... 256

(ix) Statement of related party transaction; .............................................................................. 257

(x) Reconciliation of business income shown in tax return with net income shown in audited

financial statements; ................................................................................................................. 258

(xi) Confirmation that all receipts and payments of the issuer above Tk.5,00,000/- (five lac)

were made through banking channel; .................................................................................. 258

(xii) Confirmation that Bank Statements of the issuer are in conformity with its books of

accounts; ..................................................................................................................................... 258

(xiii) Statement of payment status of TAX, VAT and other taxes or duties; .......................... 259

CHAPTER (XXVII): CREDIT RATING REPORT ................................................................................ 271

CHAPTER (XXVIII): PUBLIC ISSUE APPLICATION PROCEDURE ..................................................... 272

CHAPTER (XXIX): OTHERS ............................................................................................................ 277

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CHAPTER (I): EXECUTIVE SUMMARY

(a) About the industry: Paint has been used over the century in our mankind and it has evidence that it can be found in the cave paintings as well. In today’s life paint is made artificially and being used in many different ways. There are various kind of paints: plastic emulsion, distemper, outer coat (weather proof), synthetic enamel, etc. Plastic emulsion and distemper are close substitutes of each other. Emulsion is basically used in high-end residence all over the country and distempers are cheaper products, having demand in semi-urban and rural markets. Weather coat is growing very fast and presently holds a significant market share. In recent years the paint industry of Bangladesh has been experienced positive growth and the growth has been continued in semi-urban and rural areas. This is because of increasing purchasing power. There is a total of 51 large, medium and small sized companies selling paint in Bangladesh. Of these companies, 45 companies manufacture paint within Bangladesh and 6 companies import paint. The paint Industry is playing an important role in the infrastructure development of the country by ensuring protection to fixed assets. The protection enabled by the paint coatings contributes to the longevity of the structure, resulting in GDP growth of the country. In 2015, the size of Bangladesh's decorative paint market was about Tk 2,550 crore, according to a number of paint manufacturers and Bangladesh Paint Manufacturer’s Association (BPMA). Average growth was around 8 to 10 percent in the last five years. At present, annual consumption stands at about 120,000 tones. Source: https://www.thedailystar.net/supplements/painting-the-future-bright-1331338-dated December 18, 2016

(b) About the Issuer:

Incorporation As Private Limited Company April 17, 2014, & C-115399/14

Name Change Arafat Paint & Chemical Industries Limited was changed to BD Paints Limited on September 04, 2016.

Converted Public Limited Company

July 22, 2014

Commencement of Commercial Operation

April 17, 2014

Registered Office Plot A # 17, BSCIC Industrial Area, Kawnia, Barisal-8200.

Factory Plot A # 17, 22, BSCIC Industrial Area, Kawnia, Barisal-8200

Corporate Office Plot # 117/3, Nayabari Road, Sataish, Tongi, Gazipur

Nature of Business

BD Paints Limited carried on business as local manufacturer of different types of paints. The principal activities of the company are to manufacture and marketing different kinds paints such as distemper, acrylic emulsion, silk emulsion, synthetic, enamel paint, thinner, bdcem, wood protector, wood burnish, burnish oil, white cement, cement paint, weather coat, wall putty, aluminum paint, glycerin powder, chalk powder, black oxide, red oxide, under coat power finale, perfume finale, general car paint and varnish etc.

Page: 2

(c) Financial Information: Major financial information of BD Paints Limited (BDPL) is as follows:

Sl. No.

Particulars 1-Jul-2017

to 30-Jun-2018

1-Jul-2016 to

30-Jun-2017

1-Jul-2015 to

30-Jun-2016

17-Apr-2014 to

30-Jun-2015

1 Sales Revenue 339,342,101 321,545,780 208,156,784 194,346,969

2 Gross Profit 132,729,483 128,878,867 83,318,796 77,448,218

3 Profit before Tax 81,597,462 82,275,797 47,391,918 44,371,409

4 Net Profit after Tax 53,038,350 53,479,268 30,804,747 28,841,416

5 Total Assets 783,767,784 427,977,254 330,190,779 287,092,758

6 Share Capital 500,000,000 220,000,000 220,000,000 220,000,000

7 Retained Earnings 166,163,781 113,125,431 59,646,163 28,841,416

8 NAV Per Share 13.32 15.14 12.71 11.31

9 Earnings per Share (EPS) 2.13 2.43 1.40 2.38

The Company started its commercial operation on April 17, 2014.

(d) Features of the issue and its objects:

Offer Price Tk. 10.00

Number of Shares 20,000,000

Offer Size Tk. 200,000,000.00

Purpose of Raising Fund Proceeds from Initial Public Offering (IPO) will be used for acquisition of machinery & equipment, construction and other civil works and for IPO Expenses

Date of Implementation Within 21 months after receiving IPO fund

Page: 3

(e) Legal and other Information:

Sl. Name of

Certificate/license/Registration License Issuer/Issuing Authority Certificate/License No.

Validity/ Current Status

1 Trade License Barisal City Corporation, Barisal 17507 30-Jun-19

2 TIN Certificate National Board of Revenue 687708334761 N/A

3 VAT Reg. No. Customs, Excise & VAT Commissionerate, Khulna 000521152 N/A

4 Import Registration Certificate (IRC) Controller of Import & Export, Government of Bangladesh, Barisal Ba 208058 30-Jun-19

5 BPMA Bangladesh Paint Manufacturer’s Association 048 31-Dec-19

6 Fire License Bangladesh Fire Services and Civil Defense Bari-1097/2016-17 30-Jun-19

7 Environment Clearance Certificate Department of Environment, Barisal Division 18-02858 18-Mar-19

9 Factory License Factory and Organization Inspection Authority, Barisal 445/Barisal 30-Jun-19

10 Fire Insurance Islami Insurance Bangladesh Limited IIBL/TNB/FC-0032/09/2018 03-Sep-19

11 BCCI The Barisal Chamber of Commerce & Industry 789 30-Jun-19

12 Explosive License Directorate of Explosive Authority, Barisal 660-3(M)-0063 31-Dec-20

13 ISO 9001:2015 Bureau of Assessment Services INT-000426 2017 9-Jan-21

Page: 4

(f) Promoters’ background: At the time of incorporation of the Company, the following persons were the subscribers to the memorandum:

Sl. No. Name of Promoter Present Status

1 Md. Amir Hossain Sponsor

2 Khaleda Begum Liyly Sponsor

3 Md. Junaed Hossain Sponsor

4 Md. Bellal Khan Managing Director

5 Ms. Farzana Akter Eva Sponsor

6 Md. Amin Ur Rashid Sponsor Shareholder

7 Mst. Shahanaz Akter Sponsor Shareholder

8 Akhfa Nur Sponsor

Their background is stated below: Md. Amir Hossain, Sponsor Md. Amir Hossain, Father’s Name- Late Haji Abdul latif Miah, Mother’s Name- Zinnatun Nesa, Address: House-210, Nadia Villa, South Kalibari Road, Barisal Sadar, Barisal. He was born on 12th February, 1965. He is a reputed businessman having 25 years of experience in the field of paints and chemical related industry. Khaleda Begum Liyly, Sponsor Khaleda Begum Liyly, Husband’s Name- Md. Amir Hossain, Mother’s Name-Rokeya Begum, Address- Address: House-210, Nadia Villa, South Kalibari Road, Barisal Sadar, Barisal. She was born on respective muslim family in the year 1964. She is a reputed businesswoman having 22 years of experience in the field of paints and chemical related industry. Md. Junaed Hossain, Sponsor Md. Junaed Hossain, Father’s Name- Md. Amir Hossain, Mother’s Name- Khaleda Begum, Address: House-210, Nadia Villa, South Kalibari Road, Barisal Sadar, Barisal. He was borne in 18th August, 1984. He is a young promising businessman and has an early entrance in the industry having 10 years of professional business experience. Md. Bellal Khan, Managing Director Md. Bellal Khan, S/O- Late Abdus Sobhan Khan, Mother’s Name- Liyly Begum, Address: Khan Mansion, 617 College Road, Barisal Sadar, Barisal. He was born in 16th August 1985. He completed his B.Sc (Honors), M.Sc. (Statistics) from Jagannath University, Dhaka. After completing his graduation, he engages in the field of business and having 10 years of experience in the field of paints and chemical manufacturing industry. With his dynamic leadership, vision and sincere exertion BD Paints Limited able to get a strong position in the paints market of Bangladesh. He is the honorable member of Dhaka Club, Barisal Club and Rotary Club. He visited India, Thailand, Malaysia, China, Japan and Singapure for business purpose. Ms. Farzana Akter Eva, Sponsor Ms. Farzana Akter Eva, Husband Name- Md. Rasel, Mother’s Name- Khaleda Begum, Address: House-210, Nadia Villa, South Kalibari Road, Barisal Sadar, Barisal born in 1985. She completed Graduation and Master’s degree. After completed her graduation she involved in business and have 10 years of professional experience. Md. Amin-Ur-Rashid, Sponsor Shareholder 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 career and having 17 years of professional experience in manufacturing industry.

Page: 5

Mst. Shahanaz Akter, Sponsor Shareholder Mst. Shahanaz Akter, Husband’s Name-Md. Azmol Hossain, Mother’s Name-Liyly Begum, Address- Vill- Vodrason, Minar Bari, Narayangonj. She was born on 18th January 1980. She involved in business and having 12 years of professional experience. Akhfa Nur, Sponsor Akhfa Nur, Father’s Name- Late Md. Matiur Rahman, Mother’s Name- Latifa Alam, Address- 202/8, Haji Salimuddin Mollah, Middle Baddah, Gulshan, Dhaka. Her birth date is 1st March, 1985. She involved in business and having 08 years of professional experience.

(g) Capital structure and history of capital raising: The Company intends to issue 20,000,000 ordinary shares of Tk. 10.00 each at par through Initial public offering (IPO) totaling to Tk. 200,000,000.00.

Particulars No. of Shares

Face Value (Tk.)

Issue Price (Tk.)

Amount in Taka

Authorized Capital 100,000,000 10.00 10.00 1,000,000,000

Before IPO:

Paid up capital 50,000,000 10.00 10.00 500,000,000

After IPO:

To be issued through IPO 20,000,000 10.00 10.00 200,000,000

Paid up capital (Post IPO) 70,000,000 10.00 10.00 700,000,000

The Company has raised its paid-up capital in following phases:

Particulars of Allotment

Date of Allotment

Form of Consideration (No. of Shares)

Face Value

of Share (Tk.)

Paid-up Capital

In cash Other than

in cash Bonus

1st (subscriber to the Memorandum &

Articles of Association at the time of incorporation)

17-Apr-14 6,000,000 3,500,000 - 10.00 95,000,000

2nd 23-Apr-15 10,500,000 2,000,000 - 10.00 125,000,000

3rd 24-May-18 28,000,000 - - 10.00 280,000,000

Total 10.00 500,000,000

(h) Summary of Valuation Report of Securities:

Particulars Amount (in Tk.)

Method 1: Net Asset Value (NAV) per share/Equity based valuation 13.32

Method 2: Historical Earnings based valuation 13.64

Method 3: Average market price of similar stock-based valuation 1,591.98

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(i) Others:

a) DECLARATION OF MATERIAL CHANGES

We, the Issuer, declare that we did not make any material changes including raising of paid-up capital after the date of audited financial statements as included in the prospectus.

Sd/- Md. Bellal Khan Managing Director

b) ISSUE MANAGERS DECLARATION IN CONNECTION WITH ISSUER

We, the Issue Managers, declared that we do not have any connection with the Issuer, nor any connected persons of us are connected with the Issuer. Moreover, we do not have any connection with the connected persons of the Issuer nor hold any securities thereof.

Sd/- Md. Salauddin Sikder FCMA CEO & Managing Director Imperial Capital Limited

Sd/- Tahid Ahmed Chowdhury, FCCA

Managing Director EBL Investments Limited

Sd/- Tania Sharmin

Managing Director & CEO CAPM Advisory Limited

c) MANAGEMENT DECLARATION REGARDING THE FILLING OF PROSPECTUS AND RELEVANT DOCUMENTS We have complied with Companies Act 1994, The Securities & Exchange Rules 1987 and other applicable rules and regulations while furnishing the information in the prospectus. Moreover, we have maintained the requirement relating to the rules, notification, guidelines, and instruction as provided by the Bangladesh Securities and Exchange Commission (BSEC).

The information which has been provided in the prospectus is true, fair and adequate to enable the investors to make a well-informed decision for investment in the proposed issue and such declaration are in accordance with the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015.


Page: 7

d) PRE-IPO & POST IPO SHAREHOLDING STRUCTURE OF SPONSORS AND DIRECTORS

Sl. Name of Sponsor & Director Position Number of

Ordinary Shares Held

Percentage

Pre-IPO Post-IPO

1 Mrs. Aysha Siddika Chairman 4,500,000 9.00% 6.43%


7,000,000 14.00% 10.00%

3 Md. Maruful Islam Turan Representative of IBP Agrovet Limited

Director 5,000,000 10.00% 7.14%

4 Jannatul Ferdous Mim Representative of Sabila Sea Foods Limited

Director 4,500,000 9.00% 6.43%

5 Mohammad Shaheenul Islam Independent

Director - 0.00% 0.00%

6 Md. Amir Hossain Sponsor - 0.00% 0.00%

7 Khaleda Begum Liyly Sponsor - 0.00% 0.00%

8 Md. Junaed Hossain Sponsor - 0.00% 0.00%

9 Ms. Farzana Akter Eva Sponsor - 0.00% 0.00%

10 Md. Amin Ur Rashid Sponsor

Shareholder 1,500,000 3.00% 2.14%

11 Mst. Shahanaz Akter Sponsor

Shareholder 3,250,000 6.50% 4.64%

12 Akhfa Nur Sponsor - 0.00% 0.00%

Total 25,750,000 51.50% 36.79%

e) TERMINATION CLAUSES OF LEASED DEED MADE WITH BSCIC

• If the Lessee be not desirous of renewing this lease after 99 years the Lessor shall at cost of the Lessee do so for such further period and on such terms, covenants and conditions as the Lessor may then determine.

• If the Lessee be not desirous of renewing the lease after 99 years he shall be at liberty to remove all such buildings, structures & machineries etc. erected or fixed by him within three months of the expiry of this lease or such further time as the Lessor may grant, on payment in advance of the rent for such period, part of month being always counted as a full month. Anything (including buildings & machineries) not removed within the prescribed or extended time shall vest in and be the absolute property of the Lessor frees from all claims whatsoever from anybody and the Lessor may remove the same and recover the cost of doing so from the Lessee.

• In the event of the Lessee failing to quit or give up peaceable possession of the demised property in clean good order and condition on the determination of this lease whether by notice or efflux of time or of such further times as may be allowed to the Lessee, the Lessor may to be forthwith re-enter into or upon the demised property and summarily eject the Lessee or any other persons or person therein without intervention of any Court of Law and may retain as his absolute property free from all claims and encumbrances whatsoever from anybody including the Lessee and/or sell free from such claims and encumbrances whatsoever all or any of the goods or things found upon the demised property. The Lessor may further have the demised property put into clean and good order and condition and all such costs shall be recovered from out of the said sale proceed and /or from the Lessee.

Page: 8

CHAPTER (II): CONDITIONS IMPOSED BY THE COMMISSION DISCLOSURE IN RESPECT OF ISSUANCE OF SECURITY IN DEMAT FORM: 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 BD Paints 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. CONDITIONS UNDER 2CC OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969:

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 02 (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 02 (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: -

“Declaration about Listing of Shares with the stock exchange (s):

None of the stock exchange(s), if for any reason, grants listing within 75 (Seventy-Five) days from the closure of subscription, any allotment in terms of this prospectus shall be void and the company shall refund the subscription money within 15 (Fifteen) days from the date of refusal for listing by the stock exchanges, or from the date of expiry of the said 75 (Seventy-Five) days, as the case may be. In case of non-refund of the subscription money within the aforesaid 15 (Fifteen) days, the Directors of the company, in addition to the issuer company, shall be collectively and severally liable for refund of the subscription money, with interest at the rate of 2% (two percent) 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 07 (Seven) days of expiry of the aforesaid 15 (Fifteen) days’ time period allowed for refund of the subscription money.”

Page: 9

6. All applicants shall apply for a minimum 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 investors 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 investors’ category, securities shall be allotted on pro-rata basis. No eligible investor shall apply for more than 2% (two percent) of the total securities reserved for the 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.

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.

Page: 10

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.

2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall contain the Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount and Category of the Applicant. At the same time: (a) Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application

money and service charge available in respective customer account maintained with the Stockbroker/Merchant Banker. No margin facility, advance or deferred payment is permissible for this purpose. In case the application is made through a margin account, the application money shall be deposited separately and the Stockbroker/Merchant Banker shall keep the amount segregated from the margin account, which shall be refundable to the applicant, if become unsuccessful.

(b) Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), issued

in favor of the Issuer for an amount equivalent to the application money, with their application to 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;

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.

Page: 11

4. Banker of the Stockbroker/Merchant Banker shall block the account as requested for, issue a certificate confirming the same and handover it to the respective Stockbroker/Merchant Banker.

5. For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stockbroker/Merchant Banker shall prepare a list containing the draft information against the respective applicant’s particulars.

6. The Stockbroker/Merchant Banker shall prepare category wise lists of the applicants containing Customer ID, Name, BO Account Number and Number of Securities applied for, and within 03 (three) working days from the cut-off date, send to the respective Exchange, the lists of applicants in electronic (text format with tilde ‘~’ separator) format, the certificate(s) issued by its banker, the drafts and certificates received from Non-resident Bangladeshi (NRB) and Foreign applicants and a copy of the list containing the draft information.

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.

8. The application/buy instructions shall be preserved by the Stockbroker/Merchant Bankers up to 6 months from listing of the securities with exchange. Step-3 (Issuer)

9. The Issuer shall prepare consolidated list of the applications and send the applicants’ BOIDs in electronic (text) format in a CDROM to CDBL for verification. The Issuer shall post the consolidated list of applicants on its website 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.

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.

Page: 12


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.

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(s), 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.

Page: 13

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.

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 affected 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 website and Exchanges shall also post the same in company information contained in websites of the Exchanges. In the event of any irregularity or inconsistency, the Commission may employ or engage any person 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 affected by crossed cheques or bank

transfers.

Page: 14

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.

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 thereunder, shares will only be

issued in dematerialized condition. All transfer/transmission/splitting will take place in the depository system of 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: 15

CHAPTER (III): DECLARATION AND DUE DILIGENCE CERTIFICATES

Annexure-A DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS, INCLUDING THE CEO OF THE ISSUER IN RESPECT OF THE PROSPECTUS

[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/- Mrs. Aysha Siddika Md. Bellal Khan Chairman Managing Director Sd/- Sd/- Md. Maruful Islam Turan Representative of IBP Agrovet Limited

Jannatul Ferdous Mim Representative of Sabila Sea Foods Limited

Director Director Sd/- Mohammad Shaheenul Islam

Independent Director

Date: September 08, 2018

Page: 16

Annexure-B

DUE DILIGENCE CERTIFICATE BY ISSUE MANAGER (IMPERIAL CXAPITAL LIMITED)

[Rule 4 (1) (d)]

To The Bangladesh Securities and Exchange Commission Sub: Public Issue of 20,000,000 Ordinary Shares of Tk. 200,000,000.00 by BD Paints Limited. 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;

(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;

Page: 17

(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:

Serial No

Issue Month/Year Issue Price

Dividend Payment History

1 Tung Hai Knitting & Dyeing Limited (April-2014)

10.00 20% 2013 B, 10% 2014 B, 10% 2016 B

2 C & A Textiles Limited (September-2014)

10.00 11% 2014 B, 12% 2015 B, 10% 2016 B

3 Shasha Denims Limited (November-2014)

35.00 20% 2014 C, 15% 2014 B, 25% 2016 C, 25% 2017 C, 6% 2017 B, 15% 2018 C, 7% 2018 B

4 Simtex Industries Limited (July-2015)

20.00 20% 2016 C, 2% 2016 B, 2% 2017 C, 10% 2017 B, 5% 2018 C, 15% 2018 B

5 Yeakin Polymer Limited (June-2016)

10.00 10% 2016 B, 5% 2017 B, 3% 2018 B

6 Fortune Shoes Limited (July-2016)

10.00 12% 2017 B, 15% 2018 B

7 Nurani Dyeing & Sweater Limited (March-2017)

10.00 10% 2017 B, 2% 2018 C, 11% 2018 B

8 Advent Pharma Limited (January-2018)

10.00 2% 2018 C, 10% 2018 B

9 SK Trims & Industries Limited (April-2018)

10.00 2% 2018 C, 10% 2018 B

10 Silva Pharmaceuticals Limited (July-2018)

10.00 N/A

11 Genex Infosys Limited (October-2018)

10.00 N/A

Sd/- Md. Salauddin Sikder FCMA Place: Dhaka CEO & Managing Director Date: February 25, 2019 Imperial Capital Limited

Page: 18

Annexure-B

DUE DILIGENCE CERTIFICATE BY ISSUE MANAGER (EBL INVESTMENTS LIMITED)

[Rule 4 (1) (d)]

To The Bangladesh Securities and Exchange Commission Sub: Public Issue of 20,000,000 Ordinary Shares of Tk. 200,000,000.00 by BD Paints Limited. Dear Sir, We, the issue manager to the above-mentioned forthcoming issue, state and confirm as follows: (3) We have examined all the documents submitted with the application for the above mentioned public




WE CONFIRM THAT: (l) The prospectus filed with the Commission is in conformity with the documents, materials and papers

relevant to the issue; (m) All the legal requirements relating to the issue as also in the rules, notification, guidelines, instructions,


(n) The disclosures made in prospectus are true, fair and adequate to enable the investors to make a


(o) Besides ourselves, all the intermediaries named in the prospectus are registered with the Commission

and that till date such registrations are valid; (p) We have satisfied ourselves about the capability of the underwriters to fulfill their underwriting

commitments; (q) 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;

(r) 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: 19

(s) 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;

(t) 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;

(u) We enclose a checklist confirming rule-wise compliance with the applicable provisions of the


(v) We also declare that we have managed the public issue of following issuers in the last 05 (five)

years:

Serial No



1 Nurani Dyeing & Sweater Limited (March-2017)

10.00

Cash Dividend 2% 2018

Stock Dividend 11% 2018, 10% 2017

2 Indo-Bangla Pharmaceuticals Limited (March-2018)

10.00 Cash Dividend -

Stock Dividend 10% 2018

3 Silco Pharmaceuticals Ltd. (Approved by BSEC on 19 DEC. 2018)


Stock Dividend -

Sd/- Tahid Ahmed Chowdhury, FCCA Place: Dhaka Managing Director Date: February 25, 2019 EBL Investments Limited

Page: 20

Annexure-B

DUE DILIGENCE CERTIFICATE BY ISSUE MANAGER (CAPM ADVISORY LIMITED)

[Rule 4 (1) (d)]

To The Bangladesh Securities and Exchange Commission Sub: Public Issue of 20,000,000 Ordinary Shares of Tk. 200,000,000.00 by BD Paints Limited. 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




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,


(c) The disclosures made in prospectus are true, fair and adequate to enable the investors to make a


(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: 21

(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


(k) We also declare that we have managed the public issue of following issuers in the last 05 (five)

years:

Serial No



1 Olympic Accessories Limited (February/2015)

10.00 Cash Dividend 5% 2015

Stock Dividend 7% 2015, 12% 2016, 10% 2017, 10% 2018

2 Nurani Dyeing & Sweater Limited (March/2017)


Stock Dividend 10% 2017, 11% 2018

3 Advent Pharma Limited (January/2018)



4 Indo-Bangla Pharmaceuticals Limited (March/208



Sd/- Tania Sharmin Place: Dhaka Managing Director & CEO Date: February 25, 2019 CAPM Advisory Limited

Page: 22

Annexure-C

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER (NBL CAPITAL AND EQUITY MANAGEMENT LIMITED)

[Rule 4 (1)(d)]

To The Bangladesh Securities and Exchange Commission

Sub: Public Issue of 20,000,000 Ordinary Shares of Tk. 200,000,000.00 by BD Paints Limited.

Dear Sir, We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows: (1) We, while underwriting the above mentioned issue on a firm commitment basis, have examined the

draft prospectus, other documents and materials as relevant to our underwriting decision; and

(2) On the basis of such examination and the discussions with the issuer company, its directors and officers, and other agencies, 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. 25,00,00,000 (Twenty Five Crore Only) and we have the capacity to underwrite a total amount of Tk. 1,25,00,00,000 (One Hundred Twenty Five Crore Only) as per relevant legal requirements. We have committed to underwrite for up to Tk. 20,000,000.00 (Two crore) for the upcoming issue.

(b) At present, the following underwriting obligations are pending for us: (Name of issue and amount

underwritten)

Sl. Name of the issue Amount underwritten (Tk.)

1 AB Bank Limited 23,00,00,000.00

2 Aftab Hatchery Limited 12,60,00,000.00

3 Ashuganj Power Station Company Ltd. 6,00,00,000.00

4 Lub-rref (Bangladesh) Limited 3,00,00,000.00

5 Energypac Power Generation Limited 2,50,00,000.00

6 STS Holdings Limited 2,00,00,000.00

7 Popular Pharmaceuticals Limited 1,00,00,000.00

8 Delta Hospital Limited 80,00,000.00

9 Esquire Knit Composite Limited 2,00,00,000.00

10 Mohammed Elias Brothers POY Manufacturing Plant Limited 35,00,000.00

Total 53,25,00,000.00

Page: 23

(c) All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to the Commission has been approved by us;

(d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public

issue within 15 (fifteen) days of calling up thereof by the issuer; and (e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter: Sd/- Kamrun Naher Chief Executive Officer NBL Capital and Equity Management Limited Date: September 04, 2018

Page: 24

Annexure-C

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER (BLI CAPITAL LIMITED)

[Rule 4 (1)(d)]

To

The Bangladesh Securities and Exchange Commission

Sub: Public Issue of 20,000,000 Ordinary Shares of Tk. 200,000,000.00 by BD Paints Limited. Dear Sir,

We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows: (1) We, while underwriting the above mentioned issue on a firm commitment basis, have examined the



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. 175,00,00,000 (Taka One Hundred Seventy Five Crore Only) only and we have the capacity to underwrite a total amount of Tk. 875,00,00,000 (Taka Eight Hundred Seventy Five Crore Only) as per relevant legal requirements. We have committed to underwrite for up to Tk. 20,000,000(Taka Two Crore) only for the upcoming issue.

b) At present, the following underwriting obligations are pending for us:

Sl. No. Name of the Company Underwritten amount in BDT

01. Western Marine Shipyard 50,000,000

02. Lub-rref (Bangladesh) Limited 60,000,000

03. Express Insurance Ltd. 15,000,000

04. AB Bank Ltd. 50,000,000

05. Dhaka Regency Hotel & Resorts Ltd. 9,999,000

06. Southeast Bank Ltd. 1,903,125,000

07. Ashuganj Power Station (APSCL) 50,000,000

08. IPDC Finance Ltd. 40,300,000

09. Modern Steel Mills Ltd. 30,000,000

10. First Security Islami bank Ltd. 41,660,000

11. IFIC Bank Ltd. 150,000,000

12. Dragon Sweater and Spinning Ltd. 20,000,000

Total 2,420,084,000

Page: 25

c) All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to the Commission has been approved by us;

d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public

issue within 15 (fifteen) days of calling up thereof by the issuer; and e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter: Sd/- Md. Israil Hossain ACS Managing Director BLI Capital Limited Date: September 04, 2018

Page: 26

Annexure-C

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER (ASIAN TIGER CAPITAL PARTNERS INVESTMENTS LIMITED)

[Rule 4 (1)(d)] To

The Bangladesh Securities and Exchange Commission

Sub: Public Issue of 20,000,000 Ordinary Shares of Tk. 200,000,000.00 by BD Paints Limited.

Dear Sir,

We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows: (1) We, while underwriting the above mentioned issue on a firm commitment basis, have examined the



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 (Two Hundred Fifty Million only) and we have the capacity to underwrite a total amount of Tk. 1,250,000,000.00 (One Thousand Two Hundred Fifty Million) as per relevant legal requirements. We have committed to underwrite for up to Tk. 30,000,000.00 (Three crore) for the upcoming issue.

(b) At present, the following underwriting obligations are pending for us;

Sl. No. Name of the Company Underwritten amount in BDT

1 Al-Faruque Bags Limited 35,000,000

2 eGeneration Limited 12,500,000

Total 47,500,000

(c) All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to the Commission has been approved by us;

(d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public

issue within 15 (fifteen) days of calling up thereof by the issuer; and (e) This underwriting commitment is unequivocal and irrevocable. For the Underwriter: Sd/- Muhammad Fuad Hussain Managing Director & CEO Asian Tiger Capital Partners Investments Limited

Date: September 04, 2018

Page: 27

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 of the Company:

Particulars Description

Name of the Issuer : BD Paints Limited (BDPL)

Dates of Incorporation : April 17, 2014, & C-115399/14

Name Change : Arafat Paint & Chemical Industries Limited was changed to BD Paints Limited on September 04, 2016.

Commencement of its Commercial Operations

: April 17, 2014

Logo :

Corporate Office

:

Plot # 117/3, Nayabari Road, Sataish, Tongi, Gazipur

Tel: +88-09678772345

Fax: +88-09678772345 (Ext.-110)

Registered office :

Plot A # 17, BSCIC Industrial Area, Kawnia, Barisal-8200

Cell: +8801883011117

Factory : Plot A # 17, 22, BSCIC Industrial Area, Kawnia, Barisal-8200 Cell: +8801883011117

Contact Person :

S.M. Mamun Ar Rashid

Company Secretary Cell: +8801676380308

Website Address : Web: www.bdpaints.com

E-mail Address : Email: [email protected]

(b) The names of the sponsors and directors of the issuer:

Name of the Sponsors and Directors: Sponsors:

Sl. No. Name of Promoter Present Status

1 Md. Amir Hossain Sponsor

2 Khaleda Begum Liyly Sponsor

3 Md. Junaed Hossain Sponsor

4 Md. Bellal Khan Sponsor & Director

5 Ms. Farzana Akter Eva Sponsor

6 Md. Amin Ur Rashid Sponsor Shareholder

7 Mst. Shahanaz Akter Sponsor Shareholder

8 Akhfa Nur Sponsor

Directors:

Sl. Director Designation

1 Mrs. Aysha Siddika Chairman



Director


Director

5 Mohammad Shaheenul Islam Independent Director

Page: 28

(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 and Registrar to the Issue:

Auditor:


Name : Mahfel Huq & Co.

Chartered Accountants

Logo :

Address : BGIC Tower (4th Floor), 34, Topkhana Road Dhaka-1000.

Telephone Number : Tel: +88-02-9553143, +88-02-9581786

Fax Number : Fax: +88-02-9571005

Contact Person : Md. Abul Kalam

Manager

Website Address : www.mahfelhuq.com

E-mail Address : [email protected]

Registrar to the Issue: Registrar to the Issue is not applicable for BDPL.

(d) The name(s) of the stock exchanges where the specified securities are proposed to be listed.

Name of the Stock Exchanges where the Securities to be listed:

Stock Exchanges

Dhaka Stock Exchange Limited 9/F Motijheel C/A, Dhaka 1000.

Tel: +88-02-9564601, 9576210-18

Fax: +88-02-9564727, +88-02-9569755

Chittagong Stock Exchange Ltd. CSE Building, 1080, Sheikh Mujib Road Chittagong 4100.

Tel: +880-2-9513911-15 Fax: +880-2-9513906

Page: 29

CHAPTER (V): CORPORATE DIRECTORY OF THE ISSUER

Name of the Company

: BD Paints Limited (BDPL)

Logo :

Nature of Business :

BD Paints Limited carried on business as local manufacturer of different types of paints. The principal activities of the company are to manufacture and marketing different kinds paints such as distemper, acrylic emulsion, silk emulsion, synthetic, enamel paint, thinner, bdcem, wood protector, wood burnish, burnish oil, white cement, cement paint, weather coat, wall putty, aluminum paint, glycerin powder, chalk powder, black oxide, red oxide, under coat power finale, perfume finale, general car paint and varnish etc.

Date of Incorporation

: April 17, 2014, & C-115399/14

Commencement of its Commercial Operations

: April 17, 2014

Authorized Capital : Tk. 1,000,000,000 divided into 100,000,000 Ordinary Share of Tk. 10.00 each

Paid up Capital : Tk. 500,000,000 divided into 50,000,000 Ordinary Share of Tk. 10.00 each

Corporate Office :


Tel: +88- 09678772345

Fax: +88- 09678772345 (Ext.-110)

Email: [email protected]


Registered office Plot A # 17, BSCIC Industrial Area, Kawnia, Barisal-8200.

: Cell: +8801883011117

Factory : Plot A # 17, 22, BSCIC Industrial Area, Kawnia, Barisal-8200. Cell: +8801883011117

Board of Directors : 5 Directors.

Auditors :

Mahfel Huq & Co.


BGIC Tower (4th Floor), 34, Topkhana Road Dhaka-1000.

Tel: +88-02-9553143, +88-02-9581786

Fax: +88-02-9571005

E-mail: [email protected]

Web: www.mahfelhuq.com

Legal Advisor & Tax Consultant

:

Advocate Md. Enamul Kabir Howlader, LLB

House No. 11, Road No. 16, Rupnagar R/A, P.S– Rupnagar, Dhaka

Tel: +88-02-9889351

E-mail: [email protected]

Banker for IPO : Eastern Bank Limited

Banker of the Company

: Dutch Bangla Bank Limited, Mercantile Bank Limited, Islami Bank Bangladesh Limited, EXIM Bank Limited, Sonali Bank Limited

Compliance Officer

:

S.M. Mamun Ar Rashid

Company Secretary Cell: +8801676380308

Page: 30

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; Summary of the industry: Paint has been used over the century in our mankind and it has evidence that it can be found in the cave paintings as well. In today’s life paint is made artificially and being used in many different ways. There are various kind of paints: plastic emulsion, distemper, outer coat (weather proof), synthetic enamel, etc. Plastic emulsion and distemper are close substitutes of each other. Emulsion is basically used in high-end residence all over the country and distempers are cheaper products, having demand in semi-urban and rural markets. Weather coat is growing very fast and presently holds a significant market share. In recent years the paint industry of Bangladesh has been experienced positive growth and the growth has been continued in semi-urban and rural areas. This is because of increasing purchasing power. There is a total of 51 large, medium and small sized companies selling paint in Bangladesh. Of these companies, 45 companies manufacture paint within Bangladesh and 6 companies import paint. The paint Industry is playing an important role in the infrastructure development of the country by ensuring protection to fixed assets. The protection enabled by the paint coatings contributes to the longevity of the structure, resulting in GDP growth of the country. In 2015, the size of Bangladesh's decorative paint market was about Tk 2,550 crore, according to a number of paint manufacturers and Bangladesh Paint Manufacturer’s Association (BPMA). Average growth was around 8 to 10 percent in the last five years. At present, annual consumption stands at about 120,000 tones. Source: https://www.thedailystar.net/supplements/painting-the-future-bright-1331338 - dated December 18, 2016 Business environment: The Issuer’s business environment is conducive to the business as we have good supply of raw materials. We have skilled labors as well. The wage of labor is reasonable also. Overall, it is a business-friendly situation.

(ii) Summary of consolidated financial, operating and other information.

This information is not applicable for BD Paints Limited since it has neither any subsidiary company nor operates under any holding company.

Page: 31

(b) General Information:

(i) Name and address, telephone and fax numbers of the registered office, corporate head office, other offices, factory, business premises and outlets of the issuer;


Name and Corporate Office Address

:

BD Paints Limited (BDPL)


Tel: +88-09678772345

Fax: +88-09678772345 (Ext.-110)

Email: [email protected]


Registered office :

Plot A # 17, BSCIC Industrial Area, Kawnia, Barisal-8200

Cell: +8801883011117

Factory : Plot A # 17, 22, BSCIC Industrial Area, Kawnia, Barisal-8200 Cell: +8801883011117

Outlets of the issuer : The issuer company has no outlets.

(ii) The board of directors of the issuer;

Sl. Director Designation

1 Mrs. Aysha Siddika Chairman



Director


Director

5 Mohammad Shaheenul Islam Independent Director

Page: 32

(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

1

Name: Mrs. Aysha Siddika Tel: +88-09678772345

Position: Chairman Fax: +88-09678772345 (Ext.-110)

Address: 0729-000 College Road, Barisal Sadar, Barisal. E-mail: [email protected]

2

Name: Md. Bellal Khan Tel: +88-09678772345

Position: Managing Director Fax: +88-09678772345 (Ext.-110)

Address: Khan Mansion, 617 College Road, Barisal Sadar, Barisal E-mail: [email protected]

3

Name: Md. Maruful Islam Turan Representative of IBP Agrovet Limited

Tel: +88-09678772345

Position: Director Fax: +88-09678772345 (Ext.-110)

Address: 587 Konaari (B.S.C) Road, Mirpur, Po-Nil Nagar-1346, Gazipur Sadar, Gazipur E-mail: [email protected]

4

Name: Jannatul Ferdous Mim Representative of Sabila Sea Foods Limited

Tel: +88-09678772345

Position: Director Fax: +88-09678772345 (Ext.-110)

Address: 779 Konabari, Gazipur Sadar, Gazipur E-mail: [email protected]

5

Name: Mohammad Shaheenul Islam Tel: +88-09678772345

Position: Independent Director Fax: +88-09678772345 (Ext.-110)

Address: Nebedita Hasnahena, Flat # 2D, 12/Cha/2/4, Road # 4, Shyamoli, Dhaka-1204 E-mail: [email protected]

Page: 33

(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

1

Md. Abul Khayer Tel: +88-09678772345

Chief Financial Officer Fax: +88-09678772345 (Ext.-110)

Plot # 117/3, Nayabari Road, Sataish, Tongi, Gazipur E-mail: [email protected]

2

S.M. Mamun Ar Rashid Tel: +88-09678772345

Company Secretary & Compliance Officer Fax: +88-09678772345 (Ext.-110)

Plot # 117/3, Nayabari Road, Sataish, Tongi, Gazipur E-mail: [email protected]

3

Advocate Md. Enamul Kabir Howlader, LLB Tel: +88-02-9889351

Legal Advisor Fax: No Fax Number

House No. 11, Road No. 16, Rupnagar R/A, P.S– Rupnagar, Dhaka E-mail: [email protected]

4

Mahfel Huq & Co. Tel: +88-02-9553143

Chartered Accountants Fax: +88-02-9571005

34, Topkhana Road, BGIC Tower (4th Floor), Dhaka-1000. E-mail: [email protected]

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.;













mailto:[email protected]

Page: 34

Registrar to the issue: The Company is going to IPO under Fixed Price Method. So, no registrar to the issue is required as per amendments to the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015.

(vi) The following details of credit rating, where applicable:

a) The names of all the credit rating agencies from which credit rating has been obtained; b) The details of all the credit ratings obtained for the issue and the issuer; c) The rationale or description of the ratings(s) so obtained, as furnished by the credit rating agency(s); d) Observations and risk factors as stated in the credit rating report.

As per Section 3 of Credit Ratings Companies Rules, 1996, no credit rating report is required by the Company. Moreover, as per Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, the issuer/issue has been rated by a credit rating company registered with the Commission for book-building method only.

(vii) Following details of underwriting:

a) The names, addresses, telephone numbers, fax numbers, contact persons and e-mail addresses of the underwriters and the amount underwritten by them;

Name & Address Telephone & Fax Number, E-mail, Web Address Contact Person Amount Underwritten

NBL Capital and Equity Management Limited Tel: +88-02-47118816, +88-02-47118807

20,000,000 Printers Building (8th Floor), 5 Rajuk Avenue, Dhaka-1000.

Fax: +88-02-47118805 Kamrun Naher

E-mail: [email protected] Chief Executive Officer

Web: www.nblceml.com

BLI Capital Limited Tel: +88-02-41030061-65

20,000,000 Rupayan Trade Centre (10th Floor) 114, Kazi Nazrul Islam Avenue, Banglamotor, Dhaka-1000

Fax: +88-02-9559532 Md. Israil Hossain ACS


Web: www.blicapitalltd.com

Asian Tiger Capital Partners Investments Limited Tel: +88-02-9898439

30,000,000 Sheba House (7th Floor), Plot # 34, Road # 46, Gulshan-2, Dhaka -1212.

Fax: +88-02-9898439 (Ext-113) Muhammad Fuad Hussain


Web: www.at-capital.com

Total 70,000,000

Page: 35

b) Declaration by the underwriters that they have sufficient resources as per the regulatory requirements to discharge their respective obligations;

Declaration by the NBL Capital and Equity Management Limited

We are one of the underwriters of the Initial Public Offering (IPO) of BD Paints Limited. We will underwrite BDT 20,000,000 (Taka Two Crore) for the upcoming issue on a firm commitment basis. In this connection, we hereby declare that: We have sufficient resources as per the regulatory requirements to discharge our respective obligations. For the Underwriter: Sd/- Kamrun Naher Chief Executive Officer NBL Capital and Equity Management Limited Date: September 04, 2018

Declaration by the BLI Capital Limited We are one of the underwriters of the Initial Public Offering (IPO) of BD Paints Limited. We will underwrite BDT 20,000,000 (Taka Two Crore) for the upcoming issue on a firm commitment basis.

In this connection, we hereby declare that: We have sufficient resources as per the regulatory requirements to discharge our respective obligations. For the Underwriter: Sd/- Md. Israil Hossain ACS Managing Director BLI Capital Limited Date: September 04, 2018

Declaration by the Asian Tiger Capital Partners Investments Limited

We are one of the underwriters of the Initial Public Offering (IPO) of BD Paints Limited. We will underwrite BDT 30,000,000 (Taka Three Crore) for the upcoming issue on a firm commitment basis. In this connection, we hereby declare that: We have sufficient resources as per the regulatory requirements to discharge our respective obligations. For the Underwriter: Sd/- Muhammad Fuad Hussain Managing Director & CEO Asian Tiger Capital Partners Investments Limited Date: September 04, 2018

Page: 36

c) Major terms and conditions of the underwriting agreements.

(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 un-subscribed securities shall be taken up by the underwriters.

(iii) Notwithstanding anything contained in the agreement in case of inconsistency between the provision of the agreement and the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, the Public Issue Rules shall prevail.

(iv) Prior to publication of the prospectus, the Company shall have obtained consent from the Bangladesh Securities and Exchange Commission permitting the issue as described in Article 2.01 and providing for payment of underwriting commission 0.40% 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 within the stipulated time, the Company/Issuer will be under no obligation to pay any underwriting commission under this Agreement.

Page: 37

(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);

Particulars No. of

Securities Class of

Securities

Allotment Nominal & Form of Consideration

Amount in Taka Dates Amount Issue Price (Tk.)

Authorized Capital 100,000,000 Ordinary Share - - 10.00 - 1,000,000,000

Before IPO:

Issued, Subscribed and paid up capital

50,000,000 Ordinary Share

17-Apr-14 95,000,000 10.00 Cash+Whole

assets and liabilities 500,000,000

23-Apr-15 125,000,000 10.00 Cash+Land

24-May-18 280,000,000 10.00 Cash

After IPO:

To be issued as IPO 20,000,000 Ordinary Share - - 10.00 Cash 200,000,000

Paid up capital (Post IPO) 70,000,000 Ordinary Share - - 10.00 Cash 700,000,000

(ii) Size of the present issue, with break-up (number of securities, description, nominal value and issue amount);

Particulars Percentage No. of Ordinary

Shares Nominal

Value Issue price Issue Amount (Taka)

Initial Public Offering through Fixed Price Method

Eligible investors (EI)

EI excluding mutual funds and CIS

40% 8,000,000

10.00 10.00

80,000,000

Mutual Funds and CIS 10% 2,000,000 20,000,000

General public (GP)

GP excluding NRB* 40% 8,000,000 80,000,000

NRB* 10% 2,000,000 20,000,000

Total 100% 20,000,000 200,000,000

GP excluding NRB*: 8,000,000 Ordinary shares will be reserved for General Public and Small Affected Investors.

Page: 38

(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);

The Company has no convertible instruments and share premium account.

Particulars Amount in BDT

Paid up capital before the present issue 500,000,000

Paid up capital after the present issue 700,000,000

Paid up capital after conversion of convertible instruments (if any) N/A

Share premium account before the present issue N/A

Share premium account after the present issue N/A

(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. 500,000,000.00. 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.

Category wise shareholding structure with percentage before and after the present issue is as follows:

Sl. No.

Category of Shareholders

No. of Ordinary Shares Hold

Percentage of Holding

Pre-IPO Post-IPO Pre-IPO Post-IPO

1 Director & Sponsor 23,252,000 23,252,000 46.50% 33.22%

2 Institutional 1,512,000 9,512,000 3.02% 13.59%

3 Mutual Funds and CIS - 2,000,000 0.00% 2.86%

4 Individual 25,236,000 33,236,000 50.47% 47.48%

5 Non Resident Bangladeshis (NRBs) - 2,000,000 0.00% 2.86%

Total 50,000,000 70,000,000 100.00% 100.00%

There is no convertible instrument, so no conversion is required.

Page: 39

(v) Where shares have been issued for consideration in other than cash at any point of time, details in a separate table, indicating the date of issue, persons to whom those are issued, relationship with the issuer, issue price, consideration and valuation thereof, reasons for the issue and whether any benefits have been accrued to the issuer out of the issue; The Company issued the following ordinary shares for consideration in other than cash (All assets and liabilities & Land):

Date of issue

Persons to whom those are issued

No. of shares allotted

Relationship with the issuer

Issue price Consideration &

Valuation Reasons for the

issue Benefit from the

issue

17-Apr-14 Khaleda Begum Liyly 3,500,000 Sponsor Tk. 10.00

Other than cash (all assets and liabilities) of Arafat paints and

Chemical Works, proprietor Mrs. Khaleda Begum

Liyly

For acquisition of business, the said ordinary shares issued to its sole proprietorship

against all assets and liabilities.

Acquisition of business

23-Apr-15

Md. Amir Hossain 1,000,000 Sponsor

Tk. 10.00 Other than Cash

(Land)

As per board decision land was

acquired

No benefits have been

accrued to the issuer out of the

issue

Md. Bellal Khan 500,000 Managing Director

Md. Amin Ur Rashid 500,000 Sponsor

Shareholder

Page: 40

(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 Issue/Allotment date

Name of the Allottee


Issue Price

Consideration and Valuation

Reason for the issue

Total

17-Apr-14 Khaleda

Begum Liyly

Subscriber to the

memorandum 10.00

For acquisition of business, the said ordinary shares issued to its sole proprietorship

against all assets and liabilities.

Acquisition of business (through vendor’s

agreement)

35,000,000

(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 issuer 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; The issuer 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 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: 41

(x) The total shareholding of the sponsors and directors in a tabular form, clearly stating the names, nature of issue, date of allotment, number of shares, face value, issue price, consideration, date when the shares were made fully paid up, percentage of the total pre and post issue capital, the lock in period and the number and percentage of pledged shares, if any, held by each of them;

Name & Position Nature of

Issue

Date of Allotment and Acquisition & date of shares fully paid-up

No. of shares

Face Value

& Issue Price

Consideration Pre IPO % Post IPO

% Lock in Period*

Number & % of pledge of

shares

Name: Mrs. Aysha Siddika Ordinary

28-Dec-15 (Transfer)

3,500,000 10.00

Cash 9.00% 6.43% 3 Yrs No Pledge

Position: Chairman 24-May-18 1,000,000 Cash Total 4,500,000

Name: Md. Bellal Khan

Ordinary

17-Apr-14 1,000,000

10.00

Cash

14.00% 10.00% 3 Yrs No Pledge 23-Apr-15 1,000,000 Cash+Other Than Cash

Position: Managing Director 24-May-18 5,000,000 Cash Total 7,000,000

Name: Md. Maruful Islam Turan Representative of IBP Agrovet Limited Ordinary

11-Jul-16 (Transfer)

1,500,000 10.00


Position: Director 24-May-18 3,500,000 Cash Total 5,000,000


Ordinary


1,500,000 10.00


Position: Director 24-May-18 3,000,000 Cash Total 4,500,000

Name: Mohammad Shaheenul Islam Ordinary N/A N/A N/A N/A N/A N/A N/A N/A

Position: Independent Director

Name: Md. Amir Hossain

Ordinary

17-Apr-14 500,000

10.00

Cash

0.00% 0.00% N/A N/A 23-Apr-15 1,000,000

Other than Cash

Position: Sponsor 11-Jul-16 (Transfer)

(1,500,000) Cash

Total -

Name: Khaleda Begum Liyly

Ordinary

17-Apr-14 3,500,000

10.00

Other than Cash

0.00% 0.00% N/A N/A 23-Apr-15 1,000,000 Cash

Position: Sponsor 28-Dec-15 (Transfer)

(4,500,000) Cash

Total -

Name: Md. Junaed Hossain

Ordinary

17-Apr-14 500,000

10.00

Cash

0.00% 0.00% N/A N/A 23-Apr-15 1,000,000 Cash

Position: Sponsor 11-Jul-16 (Transfer)

(1,500,000) Cash

Total -

Page: 42

Name: Ms. Farzana Akter Eva

Ordinary

17-Apr-14 250,000

10.00

Cash

0.00% 0.00% N/A N/A 23-Apr-15 1,250,000 Cash

Position: Sponsor 28-Dec-15 (Transfer)

(1,500,000) Cash

Total -

Name: Md. Amin Ur Rashid

Ordinary

17-Apr-14 1,000,000

10.00

Cash

3.00% 2.14% N/A N/A

23-Apr-15 1,000,000 Cash+Other Than Cash


(77,300) Cash

Position: Sponsor Shareholder 28-Feb-19 (Transfer)

(422,700) Cash

Total 1,500,000

Name: Mst. Shahanaz Akter

Ordinary

17-Apr-14 1,375,000

10.00

Cash 6.50% 4.64% N/A N/A

23-Apr-15 2,125,000 Cash

Position: Sponsor Shareholder 6-Jan-19 (Transfer)

(250,000) Cash

Total 3,250,000

Name: Akhfa Nur

Ordinary

17-Apr-14 1,375,000

10.00

Cash

0.00% 0.00% N/A N/A 23-Apr-15 2,125,000

Position: Sponsor 28-Feb-19 (Transfer)

(3.500,000) Cash

Total -

Page: 43

(xi) The details of the aggregate shareholding of the sponsors and directors, the aggregate number of specified securities purchased or sold or otherwise transferred by the sponsor and/or by the directors of the issuer and their related parties within six months immediate preceding the date of filing the prospectus;

Aggregate shareholding of the Sponsors and Directors:

Sl. Name of Sponsor & Director Number of Ordinary

Shares Held

Face Value &

Issue Price

Date of acquisition

Percentage

Pre-IPO Post-IPO

1 Mrs. Aysha Siddika 4,500,000 10.00 17-Apr-14 9.00% 6.43%

2 Md. Bellal Khan 7,000,000 10.00 17-Apr-14 14.00% 10.00%


5,000,000 10.00 23-Apr-15 10.00% 7.14%


4,500,000 10.00 23-Apr-15 9.00% 6.43%

5 Mohammad Shaheenul Islam - 10.00 - 0.00% 0.00%

6 Md. Amir Hossain - 10.00 17-Apr-14 0.00% 0.00%

7 Khaleda Begum Liyly - 10.00 17-Apr-14 0.00% 0.00%

8 Md. Junaed Hossain - 10.00 17-Apr-14 0.00% 0.00%

9 Ms. Farzana Akter Eva - 10.00 17-Apr-14 0.00% 0.00%

10 Md. Amin Ur Rashid 1,500,000 10.00 17-Apr-14 3.00% 2.14%

11 Mst. Shahanaz Akter 3,250,000 10.00 17-Apr-14 6.50% 4.64%

12 Akhfa Nur - 10.00 17-Apr-14 0.00% 0.00%

Total 25,750,000 51.50% 36.79%

Transferred by the sponsor and/or by the directors of the issuer: Md. Amin Ur Rashid, Sponsor Shareholder transfers 422,700 shares, Mst. Shahanaz Akter, Sponsor Shareholder transfers 250,000 shares and Akhfa Nur, Sponsor Shareholder transfers entire of her shares of the BD Paints Limited within six months immediate preceding the date of filing the prospectus.

(xii) The name and address of any person who owns, beneficially or of record, 5% or more of the

securities of the issuer, indicating the amount of securities owned, whether they are owned beneficially or of record, and the percentage of the securities represented by such ownership including number of equity shares which they would be entitled to upon exercise of warrant, option or right to convert any convertible instrument;

Sl.

Name of the Shareholders

Position Address Number of Shares Held

Pre IPO %

1 Aysha Siddika Chairman 0729-000 College Road, Barisal Sadar, Barisal.

4,500,000 9.00%


Khan Mansion, 617 College Road, Barisal Sadar, Barisal

7,000,000 14.00%

3 Mst.Shahnaz Akter Sponsor

Shareholder Vodrason, Minar Bari, Narayanganj

3,250,000 6.50%

4 Md. Mizanur Rahman

Shareholder Vill- Shibpasha, Post-Rabipasha, Thana- Korapur, District- Barisal

3,000,000 6.00%

5 Sabila Sea Foods Ltd.

Director Notullabad, Barisal Sadar, Barisal

4,500,000 9.00%

6 IBP Agrovet Ltd. Director College Road, Barisal Sadar, Barisal

5,000,000 10.00%

Page: 44

7 Md. Farid Ahmed Shareholder Flat B-7, Firoza Rose, 12Eskaton, Dhaka-1000.

3,001,000 6.00%

There is no event or intent of exercising warrant, option or right to convert any convertible instrument.

(xiii) The number of securities of the issuer owned by each of the top ten salaried officers, and all other officers or employees as group, indicating the percentage of outstanding shares represented by the securities owned.

No employee or executive holds any shares of the Company individually or as a group except the following:

Sl. Name of the Shareholder

Position Address Number of

Shares Held

Pre IPO %



7,000,000 14.00%

2 Md. Abul Khayer Shareholder Khara Kandi, Pachar, Shibchor, Madaripur

5,000 0.01%

(d) Description of Business:

(i) The date on which the issuer company was incorporated and the date on which it commenced operations and the nature of the business which the company and its subsidiaries are engaged in or propose to engage in;

BD Paints Limited was incorporated as a Private Limited Company on April 17, 2014 and subsequently converted into a Public Limited Company on July 22, 2014 under Companies Act 1994 with the Registrar of Joint Stock Companies and Firms, Dhaka, Bangladesh under the Companies Act, 1994. The Company changed its name from Arafat Paint & Chemical Industries Limited to BD Paints Limited on September 04, 2016. The Certificate of Incorporation number is C-115399/14. The Company started its commercial operation on April 17, 2014. BD Paints Limited carried on business as local manufacturer of different types of paints. The principal activities of the company are to manufacture and marketing different kinds paints such as distemper, acrylic emulsion, silk emulsion, synthetic, enamel paint, thinner, bdcem, wood protector, wood burnish, burnish oil, white cement, cement paint, weather coat, wall putty, aluminum paint, glycerin powder, chalk powder, black oxide, red oxide, under coat power finale, perfume finale, general car paint and varnish etc.

There is no subsidiary company of BDPL. (ii) Location of the project;

BDPL’s factory is situated at Plot # 17, 22, BSCIC Industrial Area, Kawnia, Barisal and corporate office at Plot # 117/3, Nayabari Road, Sataish, Tongi, Gazipur.

(iii) Plant, machinery, technology, process, etc.

Plant: BD Paints Limited, which has one manufacturing plant facility in Barisal for the past years, is now looking to scale up and is even weighing the possibility of acquiring assets in Dhaka of that country. The company is vertically integrated in generic paint formulation products manufacturer, marketer, promoter and supplier. There is integrated Building Management System, structural design, dust-free environment, fire management system. We have developed an accurate and reliable method for determining lead concentration and use it for screening all our raw materials and paint formulations. The company is scouting for opportunities to access global presence in both decorative and industrial paints.

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Machinery: The modern machines are prime key of Quality production of BD-Paints. The Company has set up the brand-new machineries to ensure smooth and high-quality based production. Moreover, for scale up production and compete in global market BD Paints Limited plans to procure highly and heavy machineries in the current fiscal year. These are- Automatic Multi-Head 20L Painting/Coating Filling Machine, Variable Speed Mixer Machine , Automatic Powder Coating Machine, Coating Water Treatment Equipment, Wall Putty Making Machine etc. Technology: BD Paints Limited has been upgraded and using advanced technology in the paints sector of Bangladesh. The department of Research and Development (R&D) and Total Quality Management (TQM) are furnished with the best technologies in this country. Its manufacturing process heavily integrated technology driven, dynamic in nature and using highly sophisticated state-of-the–art cutting edge technology. Process: BD Paints Limited designs and implements the plant automation from the definition of specifications to the start-up of the unit. The team is composed of paint process experts and automation engineers bringing solutions and anticipating your needs in terms of computer management of formula, recipes. The company obviously maintains total quality system which includes strict monitoring, process to process regulation, true measurement, equipment calibration. Based on our process engineering expertise and experience, BD Paints Limited design and develop innovative solutions, especially dedicated to the paint and coating

industry: − original solutions and systems cleaning − solutions for production organization − new designs of modular workshops, in-line systems etc.

(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.;

History of the issuer

On April 17, 2014 incorporated as a Private Limited Company.

Arafat Paint & Chemical Industries Limited was changed to BD Paints Limited on September 04, 2016.

Converted into a Public Limited Company on July 22, 2014.

Launching of plant On April 17, 2014.

Capacity 5,000.00 M.Ton/Year (as per audit report 2018)

Capital raise (Last) Tk. 280,000,000.00 (Cash consideration) on May 24, 2018.

Products

Different kinds paints such as distemper, acrylic emulsion, silk emulsion, synthetic, enamel paint, thinner, bdcem, wood protector, wood burnish, burnish oil, white cement, cement paint, weather coat, wall putty, aluminum paint, glycerin powder, chalk powder, black oxide, red oxide, under coat power finale, perfume finale, general car paint and varnish etc.

Market for the product Local market in Bangladesh

Change in ownership/key management personnel

The followings Directors have been appointed:

1. On January 25, 2018,

Md. Maruful Islam Turan, representative of IBP Agrovet Ltd., appointed as Director;

Jannatul Ferdous Mim, representative of Sabila Sea Foods Ltd., appointed as Director; and

2. On August 26, 2018,

Mohammad Shaheenul Islam appointed as Independent Director for the period of 3 (Three) years.

https://rcmindustry.en.made-in-china.com/product/PoBELNkMkZrs/China-Variable-Speed-Mixer-Machine-for-Coating-Paint-Resin-Pigment.html

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The followings key management personnel have been appointed:

1. On 10-Apr-16, Md. Faruk Ahmed appointed as Head of Internal Audit & Compliance;

2. On 2-May-16, Mahbub Chowdhury appointed as Head of Production Department (Chemist);

3. On 1-Aug-16, Md. Masud Rana appointed as In-charge, Engineering Division;

4. On 1-Oct-16, Md. Al-Amin Howlader appointed as Manager-QA Department;

5. On 1-Feb-17, Md. Rasheduzzaman appointed as Manager-Distribution;

6. On 1-Jul-17, S.M. Mamun Ar Rashid appointed as Company Secretary;

7. On 1-Sep-17, Md. Nazmul Islam appointed as Head of Marketing & Sales;

8. On 5-Sep-17, Selina Akther appointed as Head of R & D; 9. On 17-Dec-17, Md. Abul Khayer appointed as Chief

Financial Officer.

(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;

Principal Products of BDPL: The Company has following products under five categories: 1. Interior Paints (Synthetic Polyvinyl Distemper, Plastic Emulsion Paints, Water Sealer, Wall

putty, Luxury Silk, Easy Emulsion, white Cement, Glycerin power, Chalk power, under Coat Power finale, Perfume Finale, A/C Red Oxide, hammer Paints, BD Thinner, Wood Burnish);

2. Exterior Paints (Weather Coat, Royel Emustion, BD Cem); 3. Wood & Metal (Alphona Synthetic enamel, Primium Synthetic Enamel, Wood Protector); 4. Industrial Paints (Epoxy Paint, Vernish oil, almunium Paints; 5. Marine Paints (Black & Red Oxide, Red Lead Primer).

Market for such Products: All of the products' markets are throughout the Bangladesh. Past trends and future prospects regarding exports (if applicable) In the past we did not export any paints. Hence, there is no trend regarding export. However, in future, there is possibility to export paint in seven sister of India. Local market, demand and supply forecasts for the sector in which the product is included with source of data:

Last 4 years sales of BD Paints Limited (BDPL):

Amount in Taka


to 30-Jun-2018

1-Jul-2016 to

30-Jun-2017

1-Jul-2015 to

30-Jun-2016

17-Apr-2014 to

30-Jun-2015

Sales Revenue 339,342,101 321,545,780 208,156,784 194,346,969

Paint has been used over the century in our mankind and it has evidence that it can be found in the cave paintings as well. In today’s life paint is made artificially and being used in many different ways. There are various kind of paints: plastic emulsion, distemper, outer coat (weather proof), synthetic enamel, etc. Plastic emulsion and distemper are close substitutes of each other. Emulsion is basically used in high-end residence all over the country and distempers are cheaper products, having demand in semi-urban and rural markets. Weather coat is growing very fast and presently holds a significant market share.

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In recent years the paint industry of Bangladesh has been experienced positive growth and the growth has been continued in semi-urban and rural areas. This is because of increasing purchasing power. There is a total of 51 large, medium and small sized companies selling paint in Bangladesh. Of these companies, 45 companies manufacture paint within Bangladesh and 6 companies import paint.

The paint Industry is playing an important role in the infrastructure development of the country by ensuring protection to fixed assets. The protection enabled by the paint coatings contributes to the longevity of the structure, resulting in GDP growth of the country.

In 2015, the size of Bangladesh's decorative paint market was about Tk 2,550 crore, according to a number of paint manufacturers and Bangladesh Paint Manufacturers Association (BPMA). Average growth was around 8 to 10 percent in the last five years. At present, annual consumption stands at about 120,000 tones.

Source: https://www.thedailystar.net/supplements/painting-the-future-bright-1331338 dated December 18, 2016

(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 individual 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; BD Paints Limited 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; BDPL has its own distribution network to distribute its products throughout the country. All products produced in the factory, are brought to the two warehouses of Barisal & Tongi, Gazipur, then the products are distributed across the country. Company’s product distribution systems are depicted below:

Factory Warehouse

Dealer Shops/ Corporate office

(Through own & rented delivery van)

Sl. No. Name of Depot Depot Addresses

1 Dhaka Plot # 117/3, Nayabari Road, Sataish, Tongi, Gazipur.

2 Barisal Plot # A-17, BSCIC Industrial Area, Kawnia, Barisal.

Export possibilities and export obligations: The Company doesn’t have any export obligation as it do not export. However, there is good potential of business for export.

(ix) Competitive conditions in business with names, percentage and volume of market shares of major competitors; BDPL has a number of competitors and some of these are as follows:

Sl. No. Name of the Company Core area of work

1 Roxy Paints Limited Manufacturing Paints

2 Pailac Paints & Chemical Co. Limited Manufacturing Paints

3 Uzala Paints Industry Manufacturing Paints

4 Polac Paint & Chemical Co. Ltd. Manufacturing Paints

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5 Sagar Chemical & Paint Ind. (Romana Paint) Limited Manufacturing Paints

6 Unite Paint and Chemical Industries Manufacturing Paints

There is no market data in respect of percentage and volume of market shares of major competitors.

Apart from this, as per annual report of the listed companies and audited financial statements of BD Paints Limited, the sales amounts are presented below:

Amount in BDT (Million)

Sl. Name of the Company 2017/2018 Period/Year Year End

1 BD Paints Limited 339.34 From 1 Jul 17 to 30 Jun 18 30 Jun

2 Berger Paints Bangladesh Limited

16,483.50 From 1 Apr 17 to 31 Mar 18 31 Mar

There is no data available regarding market shares of the respective listed company in their annual report.

(x) Sources and availability of raw materials, names and addresses of the principal suppliers and contingency plan in case of any disruption; Main raw materials of the BD Paints Ltd. products are Calcium Carbonate, Chalk Powder, Alkyd Resin, Petroleum Resin, Vinyl Acrylic Copolymer, Different types of Pigment, Titanium dioxide, Tylose, Paste, Mineral Turpentine (MTT), Thinner and other chemicals, which the company procures from overseas and Local market. The company has some trusted suppliers of its materials and chemicals. List of leading suppliers is as follows:

Sl. Name of Suppliers

Name of Raw Materials Address Country of

origin

1 GB Chemicals (M) Son Ltd.

Vinyl Acrylic Co-Polymer 1744, Jalan Industri Dua, Taman Industri Bukit Panchor, 14300 NibongTebal, Penang, Malaysia.

Malaysia

2

MIEN Trung Mineral Joint Stock Company

Uncoated Calcium Carbonate Powder

3rd Floor, MTJ Building, No. 104 Hai Thuong Lan Ong StreetVinh City- Nghe An Province, Vietnam.

Vietnam

3 Clariant Chemicals (INDIA) Ltd.

Pigment CC Red Fine Paste, Pigment CC Yellow Fine Paste& CC Black Fine Paste, CC Blue Fine Paste.

8th Floor, B Wing, Reliable Tech Park, Behind Reliable Plaza, Belapur Road, Airoli, Navi Mumbai, Maharashtra, 400708, India.

India

4 Zibo Xinzheng Trading Co. Ltd.

Petroleum Resins Wutai Industrial Park, Linzi District, Zibo, Shandong, P.R. China

China

5 Green Egypt and Jordanian Co.

Chalk Powder 17 Gamal El-fasakhany St. -Almaza, Cairo, Egypt

Egypt

6 Se Tylose GMBH And Co.

Cellulose Ethers-TYLOSE HS 100000 YP2

Rheingaustr. 190-19665203 Wiesbaden, Germany

Germany

7 Jyoti Colours Pvt. Ltd.

HD Alumina Ball Ceramic Grinding Media (10mm) & HD Alumina Ball Ceramic Grinding Media (15mm)

Nanubhai Amin Marg, Industrial Area, P.O. Chemical Industries, Vadodara - 390 003 Gujarat. India.

India

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8

The Arasan Aluminium Industries (P) Ltd.

Aluminium Paste Leafing Grade-12L & Aluminium Paste No Leafing Grade-12L

1-C/4 Thiruthangal Road, Sivakasi - 626 123., Tamil Nadu, India.

India

9 Hitech Industries FZE

Short Oil Alkyd Resin P.O. Box: 16819 Jebel Ali, Dubai, UAE

UAE

10 Tronox Pigments Ltd.

Titanium Dioxide Rutile Tronox Pigment Plant, Lot 22 Mason Road, Kwinana Beach WA 6167, Perth, Australia

Australia

11

Padma Oil Company Ltd.

Mineral Turpentine (MTT) Padma Bhaban, Strand Road, Chittagong, Bangladesh

Bangladesh

Contingency Plan in case of any disruption: We have been collecting our raw materials from different suppliers from local and international suppliers. Suppliers’ countries are Malaysia, India, Australia, Vietnam, Germany, Egypt, UAE and China. So, we have already contingency plan in there 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: Electricity connection has been taken from Power Development Board (PDB), Barisal having a capacity of 35 KVA. A diesel generator having capacity of 300 KVA will act as alternative power supply. Gas: No need for production. Water: At different stages throughout the production process in BDPL there requires water which is collected from deep tubewell.

Contingency Plan in case of any disruption: To tackle the disruption of power, Company has installed generator as mentioned in above.

(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; There is no customer who purchase 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; No particular suppliers from whom BD Paints Limited purchases 10% or more of its raw material or finished goods.

Page: 50

(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 no such contract with principal suppliers or Customers.

Declaration regarding Contract with Principal suppliers or customers We, on behalf of the Board of Directors certify that BD Paints Limited did not enter into any contract with its principal suppliers or customers.


Sd/- Md. Abul Khayer

Chief Financial Officer

Sd/- Mrs. Aysha Siddika

Chairman

on behalf of Board of Directors Dated: September 08, 2018 Dhaka

Page: 51

(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.

Sl, Name of

Certificate/license/Registration License Issuer/Issuing Authority Certificate/License No.

Validity/ Current Status

1 Trade License Barisal City Corporation, Barisal 17507 30-Jun-19

2 TIN Certificate National Board of Revenue 687708334761 N/A

3 VAT Reg. No. Customs, Excise & VAT Commissionerate, Khulna 000521152 N/A

4 Import Registration Certificate (IRC) Controller of Import & Export, Government of Bangladesh, Barisal Ba 208058 30-Jun-19

5 BPMA Bangladesh Paint Manufacturer’s Association 048 31-Dec-19

6 Fire License Bangladesh Fire Services and Civil Defense Bari-1097/2016-17 30-Jun-19

7 Environment Clearance Certificate Department of Environment, Barisal Division 18-02858 18-Mar-19

9 Factory License Factory and Organization Inspection Authority, Barisal 445/Barisal 30-Jun-19

10 Fire Insurance Islami Insurance Bangladesh Limited IIBL/TNB/FC-0032/09/2018 03-Sep-19

11 BCCI The Barisal Chamber of Commerce & Industry 789 30-Jun-19

12 Explosive License Directorate of Explosive Authority, Barisal 660-3(M)-0063 31-Dec-20

13 ISO 9001:2015 Bureau of Assessment Services INT-000426 2017 9-Jan-21

(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 and certificate in order to continue its operation.

(xvii) Number of total employees and number of full-time employees; Number of employees is as follows:

Salary Range (Monthly) Total Employee Officer & Staff Worker & Employee

Head Office Factory Field Factory

Below 3,000 - - -

- -

Above 3,000 172 12 18

108 34

For the year ended 30 June, 2018 172 12 18 108 34

For the year ended 30 June, 2017 145 10 16

85 34

During the year 2018, all the employees were in the permanent payroll of the Company

(xviii) A brief description of business strategy;

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A business strategy sets out to achieve the desired goals. Business strategy is defined as long-term business planning. The company strategies are as follows:

1. Increase Fixed Assets: The Company is in planning to invest in fixed assets in order to expand its existing business.

2. Economic Scale: With a view to spreading the fixed cost over more units’ company is trying to increase economic of scale

3. Lower price: In order to get more market share, the Company is trying to be competitive price to deal with its rivals.

4. Product Differentiating: By differentiating in the product line, the Company will be able to make higher price for its specialized product. Hence,

product differentiation is on the mind as well.

(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. With regard to above, a table is presented in the following page:

Total actual capacity and its utilization:

Product Unit

Installed Capacity Capacity utilization for this Products Actual Capacity Utilization (%)

Jul'15 to Jun’16

Jul'16 to Jun’17

Jul'17 to Jun’18

Jul'15 to Jun’16

Jul'16 to Jun’17

Jul'17 to Jun’18

Jul'15 to Jun’16

Jul'16 to Jun’17

Jul'17 to Jun’18

Paints M.Ton 3,000.00 3,900.00 5,000.00 1,388.10 2,396.24 2,410.31 46.27% 61.44% 48.21%

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Projected capacity and its utilization:

Product Unit

Installed Capacity Capacity utilization for this Products Actual Capacity Utilization (%)

Jul'18 to Jun’19

Jul'19 to Jun’20

Jul'20 to Jun’21

Jul'18 to Jun’19

Jul'19 to Jun’20

Jul'20 to Jun’21

Jul'18 to Jun’19

Jul'19 to Jun’20

Jul'20 to Jun’21

Paints M.Ton 5,600.00 7,168.00 7,669.76 3,808.00 5,160.96 5,752.32 68.00% 72.00% 75.00%

Assumptions for future capacity utilization

Assumption indicator Assumption's Basis Assumptions Years

30-Jun-19 30-Jun-20 30-Jun-21

Capacity Increase Capacity will be increased as new machineries will be introduced.

12% 28% 7%

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: 54

(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, 2018 are stated below:

Particulars Written down value as on 30-Jun-2018

Land 2,199,760

Land development 11,960,770

Building & civil Construction 70,929,042

Vehicles 9,631,343

Furniture & fixtures 6,991,635

Factory & Laboratory equipment 100,592,123

Computer 1,200,933

Office Equipment 1,695,708

Generator 229,405

Water Pump 974,367

Machinery & Equipment 211,474,538

Total 417,879,624

(i) Location and area of the land, building, principal plants and other property of the company

and the condition thereof; The Company has 68.87 decimals land located at Plot # A-17 & Plot # A-22, BSCIC Industrial Area, Kawnia, Barisal. All other assets including building and principal plants are located at the Company’s own registered office, factory & rented corporate office. Registered office: Plot # A-17, BSCIC Industrial Area, Kawnia, Barisal, Factory: Plot # A-22, BSCIC Industrial Area, Kawnia, Barisal and rented corporate office: Plot # 117/3, Noyabari Road, Sataish, Tongi, Gazipur. All of the above-mentioned Property, Plant & Equipment’s are in working good condition.

(ii) Whether the property is owned by the company or taken on lease; All the assets of the Company are in its own name except registered office & factory land which has been taken under 99 (Ninety-Nine) years lease agreement from Bangladesh Small and Cottage Industries Corporation (BSCIC) and rented corporate office at Plot # 117/3, Noyabari Road, Sataish, Tongi, Gazipur.

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(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; Land:

Deed No. Date of

purchase Mutation date

Last payment date of current

rent

(LvRbv)/Premium

R. S Dag No Deed Value

In Tk.

Land development & Other Cost

in Tk.

Area of Land

(Decimal)

Current use

1459 Feb 05, 2017 ** Sep 03, 2018 A-17, BSCIC Industrial Area,

Kawnia, Barisal 900,000

12,240,804

30.99 Factory & Production section, Administrative building

11801/017 Oct 10, 2017 ** Sep 03, 2018 A-22, BSCIC Industrial Area,

Kawnia, Barisal 1,100,000 37.88

Raw Material Store (Ground Floor) & Office (1st Floor), Factory, M.T.T Store, Generator Room 100SFT, Multi Utility

2,000,000 68.87

**Ownership of the land was not transferred through these lease deed. That’s why mutation is in the name of BSCIC.

Page: 56

(iv) The names of the persons from whom the lands has been acquired or 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 the land has been acquired

Cost of acquisition

Relations

BSCIC Industrial Area, Kawnia, Barisal 2,000,000 Lessor

There is no relation of land owner with the Directors and Sponsors of BD Paints Limited.

Land (proposed to be acquired): There is no land proposed to be acquired by the Company.

(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 BSCIC Industrial Area, Kawnia, Barisal.

(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.

(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 except Company’s factory land.

Lessor Location Plot No. Area of

Plot (Decimal)

Period of Agreement

Total payment

BSCIC Industrial Area

Kawnia, Barisal A-17 30.99 From 16-Aug-2011

to 15-Aug-3010 900,000

BSCIC Industrial Area

Kawnia, Barisal A-22 37.88 From 12-Sep-2011

to 11-Sep-3010 1,100,000

Principal Terms and Conditions of the Lease Agreements:

• That the lessee shall keep the demised property and all buildings, structures and erections from time to time standing therein clean, sanitary and in good order, condition and repair to the satisfaction of the lessor, and in default the lessor may after one month’s previous notice in writing carry out all necessary repairs and the cost thereof shall be paid by the lessee on demand and may recovered from the lessee under the Bengal public demands Recovery Act. 1913.

• That the lessee shall preserve intact the boundaries of the demised property and shall keep the same well demarcated and shall point them out when required by the lessor to do so to any officer duly authorized by him in writing to inspect them. Should any boundary mark be missing the lessee shall report the fact to the lessor, if it is found that any boundary pillars are demolished or lost due to any action of the lessee the cost of replacement of such boundary pillars may be realized from the lessee by the lessor.

• That the lessee shall not without the previous written permission and sanction of the Lessor, sell exchange, gift away, charge mortgage, assigned, sub-let or otherwise dispose of part with or, encumber the demised property. Maximum 50% of the built-up area (i.e. structure on the land) of the plot may be given sub-let after taking necessary permission from the lessor. In special case Board of Directors of BSCIC may consider the appeal of the lessee

Page: 57

for sub-letting more than 50% of the built-up area. An amount equivalent to one month’s rent against each year shall have to be paid to BSCIC and in the event such sanction being given by the Lessor the Lessee shall make a prior payment to the Lessor a fee equivalent to 25% of the market value of the demised property or part thereof so sold. Exchanged or gifted away or changed, mortgaged, assigned sublet or encumbered for a period of 10 years or more and if the period shall be of less than 10 years the fee shall be calculated at the rate of one month’s rent for each year period of the charge, mortgage assignment, sub-lease or other encumbrances transfer fee of old 20 Estate’s will be 200% of the existing price.

• Provided that if it shall be necessary for the lessee for the purpose of development of the industrial project to obtain loans or advance from any loan giving agency, constituted under a Statute, the demised property may be charged or mortgaged as security for such loans or advances. In case of mortgage of the land to the financial institution(s), NOC may be issued in favour of the allottee after full payment of land premium and other charges up-to-date. any reference being made to the Lessor and/without any fees being paid therefor.

• That the lessee shall not without the previous written permission of the lessor use the demised property of any buildings, structure, etc. therein for any purpose other than the declared industrial purpose of the lessee as set forth in this indenture or for allied industries.

• That the lessee shall construct a pacca culvert over the road side drains connecting approach to building of the lessee.

Liquidation policy:

• If the Lessee be not desirous of renewing this lease after 99 years the Lessor shall at cost of the Lessee do so for such further period and on such terms, covenants and conditions as the Lessor may then determine.

• If the Lessee be not desirous of renewing the lease after 99 years he shall be at liberty to remove all such buildings, structures & machineries etc. erected or fixed by him within three months of the expiry of this lease or such further time as the Lessor may grant, on payment in advance of the rent for such period, part of month being always counted as a full month. Anything (including buildings & machineries) not removed within the prescribed or extended time shall vest in and be the absolute property of the Lessor frees from all claims whatsoever from anybody and the Lessor may remove the same and recover the cost of doing so from the Lessee.

• In the event of the Lessee failing to quit or give up peaceable possession of the demised property in clean good order and condition on the determination of this lease whether by notice or efflux of time or of such further times as may be allowed to the Lessee, the Lessor may to be forthwith re-enter into or upon the demised property and summarily eject the Lessee or any other persons or person therein without intervention of any Court of Law and may retain as his absolute property free from all claims and encumbrances whatsoever from anybody including the Lessee and/or sell free from such claims and encumbrances whatsoever all or any of the goods or things found upon the demised property. The Lessor may further have the demised property put into clean and good order and condition and all such costs shall be recovered from out of the said sale proceed and /or from the Lessee.

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(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;

Sl. Purchase

Date Sellers Name Address

Years of

Sale

Machineries Name

(Description)

Condition when

Purchased Quantity

Country of

Origin

Useful Economic

Life at Purchase

Remaining Economic

Life

Machineries Acquisition

value in BDT W.D.V

1 17/04/2014 New Ovi Engineering

476/B, Malibagh, DIT Road, Dhaka-1217

N/A Roller

Machine Brand New 1 Bangladesh 20 Years

15 Years 09 Months

2,750,000 1,672,846



N/A Mixer

Machine Brand New 03 Set Bangladesh 20 Years

15 Years 09 Months

5,500,000 3,345,692



N/A Oven


15 Years 09 Months

1,360,000 827,298



N/A Blower


15 Years 09 Months

375,000 228,115



N/A Shaving Machine

Brand New 1 Bangladesh 20 Years 15 Years 09 Months

240,000 145,994



N/A Heat Machine Brand New 1 Bangladesh 20 Years 15 Years 09 Months

22,000 13,383

7 17/04/2014 M.R Enterprise College Road, Barisal N/A Water Pump Brand New 2 Bangladesh 20 Years 15 Years 09 Months

40,000 24,332

8 17/04/2014 M.R Enterprise College Road, Barisal N/A Pump Stove Brand New 3 Bangladesh 20 Years 15 Years 09 Months

45,000 27,374

9 17/04/2014 M.R Enterprise College Road, Barisal N/A Water Tank Brand New 1 Bangladesh 20 Years 15 Years 09 Months

10,000 6,083



N/A Adhesive Broiler


15 Years 09 Months

4,800,000 2,919,876

11 17/04/2014 Sanjida Enterprise

Nothullahbad, Barisal N/A Vam tank Brand New 1 Bangladesh 20 Years 15 Years 09 Months

47,000 28,590


Nothullahbad, Barisal N/A Water Pump Brand New 1 Bangladesh 20 Years 15 Years 09 Months

15,000 9,125


Nothullahbad, Barisal N/A Water Tank Brand New 1 Bangladesh 20 Years 15 Years 09 Months

10,000 6,083



N/A Comprasher


15 Years 09 Months

370,000 225,074



N/A Air Machine

for body Brand New 2 Bangladesh 20 Years

15 Years 09 Months

270,000 164,243



N/A Cap Machine Brand New 4 Bangladesh 20 Years 15 Years 09 Months

840,000 510,978



N/A Structure Dice Brand New 48 Bangladesh 20 Years 15 Years 09 Months

960,000 583,975



N/A Cap Seal Packing Machine


320,000 194,658



N/A Power Press


15 Years 09 Months

1,900,000 1,155,784

Page: 59



N/A Shaving Machine


385,000 234,198



N/A Ball Press Machine


518,750 315,560



N/A Raping Machine


80,000 48,665



N/A Border


15 Years 09 Months

115,000 69,955



N/A Folding Machine


15,000 9,125



N/A Shit Cutting


15 Years 09 Months

350,000 212,908



N/A Joint Machine Brand New 4 Bangladesh 20 Years 15 Years 09 Months

68,000 41,365



N/A Setting Dice Brand New 18 Pcs Bangladesh 20 Years 15 Years 09 Months

202,500 123,182



N/A Structure Dice Brand New 44 Set Bangladesh 20 Years 15 Years 09 Months

2,723,810 1,657,352



N/A Fitting Rod Brand New 6 Bangladesh 20 Years 15 Years 09 Months

60,000 36,503



N/A Stone Ball

Mixer Machine


3,200,000 1,946,841



N/A Stone Brand New 250 Kg Bangladesh 20 Years 15 Years 09 Months

340,000 206,852



N/A Printing Manual Machine


210,000 127,761



N/A Printing Positive

Brand New 315 Pcs Bangladesh 20 Years 15 Years 09 Months

2,362,500 1,437,317



N/A Printing Farme

Brand New 150 Pcs Bangladesh 20 Years 15 Years 09 Months

1,350,000 821,431

35 17/04/2014 Rafiq Enterprise

College Road, Barisal N/A Steel rake Brand New 10 Pcs Bangladesh 20 Years 15 Years 09 Months

650,000 395,504



N/A Printing Table Brand New 05 Pcs Bangladesh 20 Years 15 Years 09 Months

150,000 91,270



N/A Skin Rubber Brand New 19 Bangladesh 20 Years 15 Years 09 Months

78,226 47,598

Laboratory Equipment

38 1/6/2014 Octopass Scientific Co.

33/2, Hatkhola Road, Tikatoly, Dhaka-1203

N/A Color

Spectrometer Brand New 1 Germany 20 Years

15 Years 11 Months

1,300,000 1,054,214



N/A Gloss Meter Brand New 01 Set Germany 20 Years 15 Years 11 Months

700,000 567,654



N/A Viscometer Brand New 01 Set Germany 20 Years 15 Years 11 Months

1,500,000 1,216,401



N/A Drying Oven Brand New 01 Set China 20 Years 15 Years 11 Months

1,100,000 892,027

Page: 60



N/A Scratch Tester Brand New 5 India 20 Years 15 Years 11 Months

1,200,000 973,121



N/A DFT Gauge (Elcomer)

Brand New 3 Germany 20 Years 15 Years 11 Months

390,000 316,264



N/A Hegman Gauge

Brand New 6 India 20 Years 15 Years 11 Months

720,000 583,872



N/A Washability

Checker Brand New 2 Germany 20 Years

15 Years 11 Months

1,520,000 1,232,619

46 1/6/2014 Octopass

Scientific Co.

33/2, Hatkhola Road,

Tikatoly, Dhaka-1203 N/A

Wet film thickness gauge

Brand New 15 India 20 Years 15 Years

11 Months 750,000 608,200



N/A Impact Tester Brand New 10 India 20 Years 15 Years 11 Months

1,300,000 1,054,214



N/A Applicator 200 Micron


400,000 324,374



N/A S.G Cup 100

ml Brand New 20 China 20 Years

15 Years 11 Months

400,000 324,374



N/A Flow cup (B-

4) Brand New 25 Bangladesh 20 Years

15 Years 11 Months

1,250,000 1,013,667



N/A Saging Tester Brand New 3 India 20 Years 15 Years 11 Months

420,000 340,592



N/A Drying Time

Recorder Brand New 3 Germany 20 Years

15 Years 11 Months

1,920,000 1,556,993



N/A Barcota 200

micron Brand New 3 India 20 Years

15 Years 11 Months

600,000 486,560

54 1/6/2014 Paradise Scientific Company

31, Shahid Nazrul Islam Sarak, Dhaka-1203

N/A Basic Lab

Items Brand New 2 Bangladesh/China 20 Years

15 Years 11 Months

2,200,000 1,784,054



N/A Paint Stirrer

Mixer Brand New 2 China 20 Years

15 Years 11 Months

1,680,000 1,362,369



N/A Paint

Dissolver Brand New 2 China 20 Years

15 Years 11 Months

1,834,316 1,487,509



N/A

Paint Laboratory Dispersing equipment

Brand New 2 China 20 Years 15 Years 11 Months

2,100,000 1,702,961

Machinery

58 1/2/2015 Nipa Engineering Works

33 Kadomtali, Shampur, Dhaka-1204

N/A Ballmin Machine


7,755,000 6,510,423



N/A Mixer

Machine ( Small)


2,550,000 2,140,758

Page: 61



N/A Atoritor Machine


4,100,000 3,442,003



N/A Mixer

Machine ( Medium)


5,000,000 4,197,565



N/A Big High

Speed Mixer Brand New 1 Bangladesh 20 Years

16 Years 07 Months

5,100,000 4,281,516



N/A SS Dram

(572 Ltr.) with wheel

Brand New 15 pcs Bangladesh 20 Years 16 Years 07 Months

2,400,000 2,014,831



N/A SS Dram

(420 Ltr.) with wheel

Brand New 25 pcs Bangladesh 20 Years 16 Years 07 Months

2,700,000 2,266,685



N/A Measurement

Cup Brand New 05 Set Bangladesh 20 Years

16 Years 07 Months

127,500 107,038

66 1/2/2015 New OviEngineering


N/A Hagment

Gase Brand New 03 Set Bangladesh 20 Years

16 Years 07 Months

196,500 164,964



N/A Laboratory

Mixture Machine


1,650,000 1,385,196



N/A Iqka Machine Brand New 2 Bangladesh 20 Years 16 Years 07 Months

8,205,726 6,888,814




Stone Brand New 2000 Bangladesh 20 Years

16 Years 07 Months

1,300,000 1,091,367



N/A Ball Mill Machine


16 Years 07 Months

900,000 755,562



N/A Setting dice Brand New 12pcs Bangladesh 20 Years 16 Years 07 Months

149,280 126,922

72 1/6/2015 Nipa Engineering

Works


N/A Adhesive Broiler

Machine

Brand New 01 Set Bangladesh 20 Years 16 Years 11 Months

5,485,000 4,683,107



N/A Power Press


16 Years 11 Months

2,580,514 2,203,250



N/A Roller

Machine (Big) Brand New 01 Set Bangladesh 20 Years

17 Years 01 Month

3,050,000 2,626,463



N/A

Laboratory Mixer

Machine (Small)

Brand New 01 Set Bangladesh 20 Years 17 Years 01 Month

650,000 559,738

Page: 62



N/A Installation & Other Cost

Brand New Bangladesh 20 Years 17 Years 01 Month

87,200 75,091



N/A Triple Roller


17 Years 02 Months

3,570,000 3,087,678



N/A Medium Mixture Machine


2,538,275 2,195,343



N/A Printing

Dice/Fram Brand New 50 Pcs Bangladesh 20 Years

17 Years 02 Months

1,320,000 1,141,663



N/A Oven


18 Years 06 Months

1,450,000 1,343,063



N/A Cement paint

Ball Mill Machine


8,666,390 8,027,244



N/A Atoritor Machine (medium)


3,240,000 3,026,700



N/A Mixture Machine


2,764,865 2,582,845



N/A Filter Machine Brand New 01 Set Bangladesh 20 Years 18 Years 11 Months

3,750,000 3,547,656





10,240,000 9,687,467



N/A Iqka Machine Brand New 01 Set Bangladesh 20 Years 18 Years 11 Months

3,913,895 3,702,708

87 1/6/2018 Khan Engineering

189/1 East Nakhalpara, Tejgaon, Dhaka-1215

N/A Mixture Machine (Small)


8,500,000 8,464,583



N/A Atoritor


19 Years 11 Months

31,360,662 31,229,993



N/A Mixture Machine (Medium)


12,500,000 12,447,917



N/A Big High

Speed Mixer Brand New 02 Set Bangladesh 20 Years

19 Years 11 Months

25,500,000 25,393,750

Page: 63



N/A Roller


19 Years 11 Months

14,200,000 14,140,833





19 Years 11 Months

3,250,000 3,236,458



N/A Ball Mill Machine


19 Years 11 Months

2,025,000 2,016,563



N/A SS Drum 572

Ltr. Brand New 40 Bangladesh 20 Years

19 Years 11 Months

6,000,000 5,975,000



N/A SS Drum 420

Ltr. Brand New 40 Bangladesh 20 Years

19 Years 11 Months

4,500,000 4,481,250




N/A Color

spectrometer Brand New 2 Germany 20 Years

19 Years 11 Months

2,600,000 2,589,167



N/A Gloss meter Brand New 2 Germany 20 Years 19 Years 11 Months

1,400,000 1,394,167



N/A viscometer Brand New 6 Germany 20 Years 19 Years 11 Months

3,000,000 2,987,500



N/A Drying Oven Brand New 6 China 20 Years 19 Years 11 Months

3,300,000 3,286,250



N/A Scratch tester Brand New 10 India 20 Years 19 Years 11 Months

2,400,000 2,390,000



N/A DFT Gauge (elcomer)

Brand New 6 Germany 20 Years 19 Years 11 Months

780,000 776,750



N/A Hegman Gauge


1,500,000 1,493,750



N/A Wash ability

checker Brand New 6 Germany 20 Years

19 Years 11 Months

4,560,000 4,541,000



N/A Wet film

thickness gal Brand New 60 India 20 Years

19 Years 11 Months

3,000,000 2,987,500



N/A Impact tester Brand New 60 India 20 Years 19 Years 11 Months

7,800,000 7,767,500

Page: 64



N/A Applicator 200 Micror

100 India 20 Years 19 Years 11 Months

4,000,000 3,983,333



N/A S.G cup 100

ml Brand New 100 China 20 Years

19 Years 11 Months

2,000,000 1,991,667



N/A Flow Cup(B-

4) Brand New 100 Bangladesh 20 Years

19 Years 11 Months

5,000,000 4,979,167



N/A Saging tester Brand New 6 India 20 Years 19 Years 11 Months

840,000 836,500



N/A Drying time

recorder Brand New 6 Germany 20 Years

19 Years 11 Months

3,840,000 3,824,000



N/A Barcota 200

Micron Brand New 100 India 20 Years

19 Years 11 Months

2,400,000 2,390,000



N/A Basic Lab

items Brand New 5 Bangladesh/China 20 Years

19 Years 11 Months

5,500,000 5,477,083



N/A Paint Stirrer

Mixer Brand New 3 China 20 Years

19 Years 11 Months

2,520,000 2,509,500



N/A Paint

Dissolver Brand New 3 China 20 Years

19 Years 11 Months

2,700,000 2,688,750



N/A

Paint Laboratory dispersing equipment


3,150,000 3,136,875



N/A Coating thickness meter


1,200,000 1,195,000



N/A Colorimeter Brand New 10 Germany 20 Years 19 Years 11 Months

1,300,000 1,294,583



N/A Paints Lab Agitator

Equipment’s Brand New 3 China 20 Years

19 Years 11 Months

2,550,000 2,539,375



N/A Paints shaker

Lab Equipment’s


2,700,000 2,688,750



N/A Paints Mixer

Lab Equipment’s


2,520,000 2,509,500

121 1/6/2018 S.M Scientific Store


N/A

Laboratory Multi Position

Magnetic Stirrer


2,160,000 2,151,000



N/A Homogenizer Brand New 1 Germany 20 Years 19 Years 11 Months

560,000 557,667



N/A Lab Mixing equipment


2,280,000 2,270,500



N/A Paint Mixing equipment


2,100,000 2,091,250

Page: 65



N/A Powder Mixing

equipment Brand New 3 China 20 Years

19 Years 11 Months

2,391,965 2,381,998

126 1/6/2015

Chittagong Water Treatment System

Golistan Shopping Complex (1st Floor), 1/55 Golistan, 2 No. Avenue, Dhaka-1000

N/A Effulient

Treatment Plant


365,000 311,639

Total 341,709,874 312,066,661

(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, the details of which are below:

SI. Name of Machineries Name of Supplier Model Country of

Origin Qty

(Nos.)

Date of Placement

of Order

Date or Expected Date of Supply

1 Variable Speed Mixer Machine for Coating, Paint, Resin, Pigment

Shanghai Refined Chemical Machinery Co., Ltd. Shanghai, China

RFD-series China 4

Aft

er

rece

ivin

g IPO

Fun

d

Withi

n 1

8 M

ont

hs A

fter

rece

ivin

g

IPO

Fun

d

2 Platform High-Speed Dissolver Machine for Producing Coating


RFD-series China 2

3 Automatic Paint Roller Frame Making Machine

Dongguan Xinsheng Hardware Machinery Co., Ltd.

GT-PR-8R China 4

4 Automatic Paint Filling Machine FILSILPEK Solutions Pvt.Ltd. - India 2

5 Automatic Paint Filling Machine with Lid Pressing

K & R International - India 2

6 Complete Paint Making Machine Paint Mixing Machine

Qingdao Shindah Machinery Co., Ltd. All sizes China 2

7 High Speed Atrator Machine Nipa Engineering - Bangladesh 5

8 High Speed Mixture Machine Nipa Engineering - Bangladesh 5



https://rcmindustry.en.made-in-china.com/




https://cndgxs.en.made-in-china.com/


https://shindah.en.made-in-china.com/

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.

(xi) If plant is purchased in brand new condition then it should be mentioned; All plants and machineries of the Company were purchased in brand new condition.

AUDITOR'S CERTIFICATE REGARDING PURCHASED IN BRAND NEW CONDITION OF

MACHINERIES

We do hereby certify that all the equipment’s and machineries of BD Paints Limited amounting to Tk. 341,709,874.00 (including takeover machineries amounting Tk. 32,732,785) as on June 30, 2018 were purchased in brand new condition. There were no re-conditioned or secondhand machineries installed in the Company.

Place: Dhaka Dated: September 06, 2018

Sd/- Mahfel Huq & Co.

Chartered Accountants (xii) Details of the second hand or reconditioned machineries bought or proposed to be bought,

if any, including the age of the machineries, balance estimated useful life, etc. as per PSI certificates of the said machineries as submitted to the Commission; The Company purchased neither any second hand or reconditioned machineries nor any plan to purchase in future. It is mentionable here that BDPL has acquired capital machineries from Khaleda Begum Liyly. The machineries were bought by Khaleda Begum Liyly in brand new condition.

(xiii) A physical verification report by the issue manager(s) regarding the properties as submitted to the Commission;

PHYSICAL VERIFICATION REPORT

Of BD Paints Limited

This is to certify that we have visited the registered office, factory and corporate office of BD Paints Limited on 26 August, 2018 and 06 March, 2019 and we have found the factory as details bellow: Visited and Accompanied by:

Particulars Name & Designation Company

Visited by (Imperial Capital Limited)

: Md. Salauddin Sikder FCMA CEO & Managing Director

Imperial Capital Limited

Visited by (EBL Investments Limited)

: Tahid Ahmed Chowdhury, FCCA Managing Director


Visited by (CAPM Advisory Limited)

: Tania Sharmin Managing Director & CEO


Accompanied by

: Md. Abul Khayer Chief Financial Officer

BD Paints Limited

: Md. Mahbubur Rahman Production Manager

Company Overview BD Paints Limited was incorporated as a Private Limited Company on April 17, 2014 and subsequently converted into a Public Limited Company on July 22, 2014 under Companies Act 1994 with the Registrar of Joint Stock Companies and Firms, Dhaka, Bangladesh under the Companies Act, 1994. The Company changed its name from Arafat Paint & Chemical Industries Limited to BD Paints Limited on September 04, 2016. The Certificate of Incorporation number is C-115399/14.

Page: 67

The Company started its commercial operation on April 17, 2014. BD Paints Limited carried on business as local manufacturer of different types of paints. The principal activities of the company are to manufacture and marketing different kinds paints such as distemper, acrylic emulsion, silk emulsion, synthetic, enamel paint, thinner, bdcem, wood protector, wood burnish, burnish oil, white cement, cement paint, weather coat, wall putty, aluminum paint, glycerin powder, chalk powder, black oxide, red oxide, under coat power finale, perfume finale, general car paint and varnish etc. There is no subsidiary company of BDPL. The capital structure of the company is as follows: Authorized Capital : Tk. 1,000,000,000.00 Paid up Capital : Tk. 500,000,000.00 Proposed IPO Size : Tk. 200,000,000.00 (2.00 Crore Shares @ Tk. 10.00 each) IPO Size (in share) : 20,000,000 Shares Registered & Corporate Office Registered office is situated at Plot # A-17, BSCIC Industrial Area, Kawnia, Barisal. Corporate office is situated at Plot # 117/3, Nayabari Road, Sataish, Tongi, Gazipur, Bangladesh-rented office. Location of the Factory The factory is situated at BD Paints Limited, Plot # A-17, 22, BSCIC Industrial Area, Kawnia, Barisal. Nature of Business The principal activities of the company are to manufacture and marketing different kinds paints such as distemper, acrylic emulsion, silk emulsion, synthetic, enamel paint, thinner, bdcem, wood protector, wood burnish, burnish oil, white cement, cement paint, weather coat, wall putty, aluminum paint, glycerin powder, chalk powder, black oxide, red oxide, under coat power finale, perfume finale, general car paint and varnish etc. The Company has following products under five categories:

1. Interior Paints (Synthetic Polyvinyl Distemper, Plastic Emulsion Paints, Water Sealer, Wall putty, Luxury Silk, Easy Emulsion, white Cement, Glycerin power, Chalk power, under Coat Power finale, Perfume Finale, A/C Red Oxide, hammer Paints, BD Thinner, Wood Burnish);

2. Exterior Paints (Weather Coat, Royel Emustion, BD Cem); 3. Wood & Metal (Alphona Synthetic enamel, Primium Synthetic Enamel, Wood Protector); 4. Industrial Paints (Epoxy Paint, Vernish oil, almunium Paints; 5. Marine Paints (Black & Red Oxide, Red Lead Primer).

DESCRIPTION OF PROPERTY We have identified that the factory of Plot # A-17, 22, BSCIC Industrial Area, Kawnia, Barisal. We have found properties at the factory like:

(a) Land: We have found 68.87 decimals of land at Plot # A-17 & Plot # A-22, BSCIC

Industrial Area, Kawnia, Barisal surrounded by boundary wall.

Page: 68

(b) Factory Building: Details of the buildings status are discussed below:

Buildings Position Type (Bricks/Tin/Prefabricated

Steel) Total Area

(Sft) Cost Per Sft (BDT)

Total Cost (BDT)

Status of Use

Fabricated Building (Plot A-17) RCC Column and Wall-Brick 5,332.79 4,331.55 23,099,259 Production section, Finished Goods store and Admin building

Fabricated Building (Plot A-22) RCC, Column, Iron Pillar, Wall-Brick Roof-M.S Angle Frame

11,617.25 4,176.54 48,519,944 Raw Material Store, Office, Factory, M.T.T Store, Generator Room, Multi Utility

Grand Total (Plot A-17 & A-22) 71,619,202

Page: 69

(c) Machinery & Equipment:

Sl. No. Machineries Name Quantity

Machinery

1 Roller Machine 4

2 Mixer Machine 21

3 Oven Machine 2

4 Blower Machine 1

5 Shaving Machine 4

6 Heat Machine 1

7 Water Pump 3

8 Pump Stove 3

9 Water Tank 2

10 Adhesive Broiler Machine 2

11 Vam tank 1

12 Comprasher Machine 2

13 Air Machine for body 2

14 Cap Machine 4

15 Structure Dice 92 Pcs

16 Cap Seal Packing Machine 1

17 Powder Press Machine 2

18 Ball press Machine 10

19 Raping Machine 1

20 Border Machine 1

21 Folding Machine 2

22 Shit Cutting Machine 1

23 Joint Machine 4

24 Setting Dice 30 Pcs

25 Fitting Rod 6

26 Stone Ball Mixer Machine 1

27 Printing Manual Machine 2

28 Printing Positive 315 Pcs

29 Printing Frame 200 Pcs

30 Steel rake 10 Pcs

31 Printing Table 5 Pcs

32 Skin Rubber 19 Pcs

33 SS Dram (572 Ltr.) 55

34 SS Dram (420 Ltr.) 65

35 Ball Mill Machine 1

36 Measurement Cup 5

37 Hagment Gase 3

38 Laboratory Mixture Machine 2

39 Iqka Machine 3

40 Atoritor Machine Stone 7000 Kg

41 Ball Mill Machine Stone 6750 Kg

42 Triple Roller Machine 1

43 Cement paint Ball Mill Machine 1

44 Atoritor Machine 10

45 Filter Machine 1


46 Color Spectrometer 3

47 Gloss Meter 3

48 Viscometer 7

49 Scratch Tester 15

Page: 70

50 DFT Gauge (Elcomer) 9

51 Hegman Gauge 18

52 Washability Checker 8

53 Wet film thickness gauge 75

54 Impact Tester 70

55 Applicator 200 Micron 110

56 S.G Cup (100 ml) 120

57 Flow cup (B-4) 125

58 Saging Tester 9

59 Drying Oven 7

60 Drying time recorder 9

61 Barcota 200 micron 103

62 Basic Lab Items 7 set

63 Paint Stirrer Mixer 5

64 Paint Dissolver 5

65 Paint Laboratory Dispersing equipment 5

66 Coating thickness meter 8

67 Colorimeter 10

68 Paints Lab Agitator Equipment’s 3

69 Paints shaker Lab Equipment’s 3

70 Laboratory Multi Position Magnetic Stirrer 3

71 Homogenizer 1

72 Lab Mixing equipment 3

73 Paint Mixing equipment 3

74 Powder Mixing equipment 3

(d) ETP plant: BD Paints Limited has an ETP plant to purify the waste water produced from

the manufacturing process in factory building. The Company follows the rules and guide lines of the environment director’s policies and directives. During our visit, we found ETP plant is running. Moreover, as per environmental clearance certificate BDPL has planted varies types of trees around the factory.

During our visit of rented corporate office (measuring 15,320 sft.) located at Plot # 117/3, Noyabari Road, Sataish, Tongi, Gazipur, we found the corporate office and warehouse . We were informed that finished goods will be received from factory in this warehouse and distributed in this territory and north bengal. Besides these assets, we have also found other assets like Vehicles, Furniture & fixtures, Computer, Office Equipment, Generator and Water Pump. It is also mentionable here that during our visit, we also checked Inventory register and roster (Workers’ duty register) and found satisfactory. We also noticed that all machineries of BDPL are in good condition and running well. It is projected that new machineries, which is to be procured, will be installed having sufficient space in the proposed factory building. Signboard: The signboard of the Company is well displayed at the registered office & factory and corporate office premises and there is no other office or factory within the said factory premises.




Sd/- Tania Sharmin


Page: 71

(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.

(xv) Full description of other properties of the issuer;

Particulars Written down value as on 30-Jun-2018

Vehicles 9,631,343

Furniture & fixtures 6,991,635

Computer 1,200,933

Office Equipment 1,695,708

Generator 229,405

Water Pump 974,367

Page: 72

(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:

Particulars 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15

RESULTS FROM OPERATION Sales Revenue 339,342,101 321,545,780 208,156,784 194,346,969

Cost of Goods Sold (206,612,618) (192,666,913) (124,837,988) (116,898,751)

Gross Profit 132,729,483 128,878,867 83,318,796 77,448,218

Operating Expenses (47,870,752) (46,627,870) (35,926,878) (33,076,809)

Operating Income 84,858,731 82,250,997 47,391,918 44,371,409

Other Non-Operating Income/(Loss) 818,604 24,800 - -

Profit before Contribution to WPPF & Welfare Fund 85,677,335 82,275,797 47,391,918 44,371,409

Contribution to WPPF & Welfare Fund (4,079,873) - - -

Profit before Tax 81,597,462 82,275,797 47,391,918 44,371,409

Income Tax Expenses (28,559,112) (28,796,529) (16,587,171) (15,529,993)

Net Profit after Tax 53,038,350 53,479,268 30,804,747 28,841,416 Particulars 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15

CHANGES IN FINANCIAL POSITION

Non-Current Assets 417,879,624 211,223,026 205,022,124 185,975,042

Current Assets 365,888,160 216,754,228 125,168,655 101,117,716

Total Assets 783,767,784 427,977,254 330,190,779 287,092,758

Shareholders' Equity 666,163,781 333,125,431 279,646,163 248,841,416

Non-Current Liabilities 39,941,716 17,977,983 12,004,719 7,530,870

Current Liabilities 77,662,287 76,873,840 38,539,897 30,720,472

Total Equity and Liabilities 783,767,784 427,977,254 330,190,779 287,092,758 Particulars 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15

CHANGES IN CASH FLOWS

Net cash generated from operating activities 2,208,548 35,541,510 14,482,869 5,461,284

Net cash used in investing activities (214,514,083) (8,386,053) (26,127,268) (150,097,748)

Net cash provided/(used) by financing activities 280,000,000 - - 165,000,000

Page: 73

(a) Internal and external sources of cash;


Internal Sources of Cash

Share Capital 500,000,000 220,000,000 220,000,000 220,000,000

Retained Earnings 166,163,781 113,125,431 59,646,163 28,841,416

Sub-Total 666,163,781 333,125,431 279,646,163 248,841,416

External Sources of Cash

- - - -

Sub-Total - - - -

Grand Total 666,163,781 333,125,431 279,646,163 248,841,416

(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.

Particular 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15

Sales Revenue 339,342,101 321,545,780 208,156,784 194,346,969

Cost of Goods Sold 206,612,618 192,666,913 124,837,988 116,898,751

Operating Expenses 47,870,752 46,627,870 35,926,878 33,076,809

Net Profit after Tax 53,038,350 53,479,268 30,804,747 28,841,416

Causes for changes: Revenues: The company has installed new machineries in order to increase production capacity. As a result, production increased as well as turnover increased. Through installation of new different types of machineries, the Company has been able to produce various types of products as well as to create the market of new products. So, increase of turnover of the company is relevant. Cost of goods sold: The costs of materials to revenue are consistent over the years. Other operating expenses: The Company did not incur any other expenses other than regular expenses during the last four years. Net income: The growth of net profit before and after tax is consistent with the growth of the revenue. No unusual changes have been occurred during the last four years on the above matters.

(d) Any seasonal aspects of the issuer’s business; BDPL supplies its products to its regular buyers, who provide sufficient purchase orders to work throughout the year. As a result, no seasonal aspects adversely affect the business of BDPL.

Page: 74

(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.

(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; The Company did not take or give any loan from or to any related party or connected person of the issuer.

(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;

VAT: There is no VAT liability of the Company as on 30 June, 2018. Customs Duty or other tax liabilities: There is no customs duty Liability of the Company as on 30 June, 2018. Income Tax: The Company is a regular tax payer. The TIN number of the company is 687708334761/Taxes Circles-156 (Companies), Taxes Zone-08, Dhaka. Following are the details of income tax related information of the Company:

Accounting year

Assessment Year

Assessment Status

30-Jun-15 2015-2016

As per certificate given by Deputy Commissioner of Taxes (DCT), Taxes Circle-156 (Companies), Taxes Zone-8, Dhaka dated 27.02.2019 the assessment of the Company for the assessment year 2015-2016 has beed completed.

30-Jun-16 2016-2017

As per certificate given by Deputy Commissioner of Taxes (DCT), Taxes Circle-156 (Companies), Taxes Zone-8, Dhaka dated 27.02.2019 the assessment of the Company for the assessment year 2016-2017 & 2017-2018 has been completed. 30-Jun-17 2017-2018

30-Jun-18 2018-2019 Income tax return has been submitted and assessment under process.

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(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 following operating lease commitment for its rented corporate office at BD Paints Limited, Plot # 117/3, Nayabari Road, Sataish, Tongi, Gazipur:

Address Area (Sft) Rent/Sft. Period Rent p/m (Tk.)

BD Paints Limited, Plot # 117/3, Nayabari Road, Sataish, Tongi, Gazipur 15,320 @ Tk. 8.00 Jan 1, 2018 to Dec 31, 2022 122,560/-

(l) Details of all personnel related schemes for which the company has to make provision for in future years; The Company considers its human resources as the most valuable assets and the profitability of company largely depends on the efficient & effective productivity of human resources. The Company provides facilities and incentives to motivate employees for its continued profitability and prosperity.

The following benefits and related scheme are applicable for company’s permanent payroll employees:

Yearly Increment: Upon management approval and salary brackets or scales, annual increments on basic salaries may be given to employees.

Allowances: According to pay scales, allowances are given for expenses such as house rent, conveyance, medical expense and mobile phone facility.

Festival Bonus: Two festival bonuses are paid to each employee.

WPPF & Welfare fund:

The company makes a regular allocation of 5% on net profit after charging such contribution but before tax to this fund as per provision of Bangladesh Labour Law, 2006 and is payable to the workers as define in the said Law.

(m) Break down of all expenses related to the public issue; The following amount to be paid to the Issue Managers, Underwriters and other costs are as follows:

Sl. No. Particulars Basis Amount in BDT (approx.)

A. MANAGERS TO THE ISSUE FEES 4,600,000

1 Managers to the Issue fee Maximum 2% (two percent) of the public offer amount 4,000,000

2 VAT against Issue Management Fees 15% of issue management fees 600,000

B. FEES RELATED TO LISTING WITH THE STOCK EXCHANGES 3,500,000

3 Draft prospectus scrutiny fee for DSE & CSE Fixed 100,000

4 DSE and CSE Annual Fee @ 0.05% on Tk. 100 Crore of paid-up capital and 0.02% on the rest amount of paid-up capital; (minimum Tk. 50 thousand and Maximum Tk. 6 lacs for each exchanges

700,000

5 Fees related to Listing with the stock exchanges @ 0.25% on Tk. 10 Crore and 0.15% on the rest amount of paid up capital range; (minimum 50 thousand and maximum Tk. 1 crore for each exchanges)

2,300,000

6 Data Transmission Fee for DSE & CSE Fixed 400,000

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C. BSEC FEES 850,000

7 Application fee Fixed 50,000

8 Consent fee fee @ 0.40% on entire offer 800,000

D. IPO RELATED FEES 550,000

9 Underwriting commission (0.50%) Commission @ 0.50% on Underwritten Amount 350,000

10 Auditors Certification fees At Actual 200,000

E. CDBL FEES AND EXPENSES 713,500

11 Security Deposit At Actual 500,000

12 Documentation fee At Actual 2,500

13 Annual fee At Actual 100,000

14 Connection Fee (TK. 500 per month* 12) At Actual 6,000

15 Initial Public Offering fee @.015% of issue size+.015% of Pre-IPO paid up capital 105,000

F. PRINTING AND POST PUBLIC OFFER EXPENSES 8,486,500

16 Publication of prospectus Estimated (to be paid at actual) 650,000

17 Abridge Version of Prospectus and Notice in 4 daily news paper

Estimated (to be paid at actual) 600,000

18 Notice for prospectus, Lottery, Refund etc. in 4 daily news paper

Estimated (to be paid at actual) 250,000

19 Lottery related expenses including BUET fee Estimated (to be paid at actual) 800,000

20 Data Processing and Share Software Charge Estimated (to be paid at actual) 5,890,000

22 Stationary & Other Expenses Estimated (to be paid at actual) 296,500

Grand Total 18,700,000

N.B.: Actual costs will vary if above mentioned estimates differ and will be adjusted accordingly.

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(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;

BD Paints Limited has not made 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 neither any subsidiary nor it operates under any holding company. Hence, no transaction has taken place.

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(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:

BDPL has no group companies and companies under common ownership by more than 50%. Hence information under this head is not applicable for the Company.

Particulars Name of

Companies

(1) Date of Incorporation N/A

(2) Nature of Business N/A

(3) Equity Capital N/A

(4) Reserves (In crore) N/A

(5) Sales (In crore) N/A

(6) Profit after Tax (In Crore) N/A

(7) Earnings Per Share & Diluted Earnings Per Share N/A

(8) Net Asset Value N/A

(9) The highest and lowest market price of shares during the preceding six months with disclosures for changes in capital structure during the period, if any securities of the group are listed with any exchange

N/A

(10) Information regarding significant adverse factors relating to the group N/A

(11) Any of the group companies has become sick or is under winding up N/A

(12) The related business transactions within the group and their significance on the financial performance of the issuer N/A

13) Sales or purchase between group companies or subsidiaries or associate companies when such sales or purchases exceed in value in the aggregate ten percent of the total sales or purchases of the issuer and also material items of income or expenditure arising out of such transactions

N/A

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(q) Where the issuer is a banking company, insurance company, non‐banking financial institution or any other company which is regulated and licensed by another primary regulator, a declaration by the board of directors shall be included in the prospectus stating that all requirements of the relevant laws and regulatory requirements of its primary regulator have been adhered to by the issuer; Not applicable.

(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

We certify that BD Paints limited allotted the following ordinary shares otherwise than cash. The books of accounts of the Company have been verified and found in order.

Date of issue

Persons to whom those are issued

No. of shares allotted


Rationale of the price

Consideration & Valuation

Reasons for the issue

Benefit from the issue

17-Apr-14 Khaleda Begum Liyly 3,500,000 Sponsor Face Value

Other than Cash for Net Assets

(assets-liabilities)

For acquisition of business, the said ordinary shares Issued to its sole

proprietor against net assets (assets-liabilities)

at the time of business

acquisition.

Acquisition of business

23-Apr-15

Md. Amir Hossain 1,000,000 Sponsor

Face Value

Other than Cash Being

Consideration for Land

As per board decision land was

acquired

Acquisition of land for business purpose

Entire shares transferred

subsequently and ceased to be director

of the company.

Md. Bellal Khan 500,000 Sponsor & Managing Director

Md. Amin Ur Rashid 500,000 Sponsor

Shareholder

Sd/-

Place: Dhaka Date: September 06, 2018

Mahfel Huq & Co. 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: A business strategy sets out to achieve the desired goals. Business strategy is defined as long-term business planning. The company strategies are as follows:

1. Increase Fixed Assets: The Company is in planning to invest in fixed assets in order to expand its existing business.

2. Economic Scale: With a view to spreading the fixed cost over more units’ company is trying to increase economic of scale

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4. Product Differentiating: By differentiating in the product line, company will be able to make higher price for its specialized product. Hence, product differentiation is on the mind as well.

Future plans In persuasion of aforesaid Strategies BDPL and its experienced team have been working insistently keeping in consideration future as well. BDPL has a planned for acquisition of machineries & equipments, construction of building and other civil works by using IPO proceeds.

(u) Discussion on the results of operations:

1) A summary of the past financial results after adjustments as given in the auditor’s report containing significant items of income and expenditure;



Current Assets 365,888,160 216,754,228 125,168,655 101,117,716




Sales Revenue 339,342,101 321,545,780 208,156,784 194,346,969




2) A summary of major items of income and expenditure;

Major items of income:


Sales Revenue 339,342,101 321,545,780 208,156,784 194,346,969

Other Non-Operating Income/(Loss) 818,604 24,800 - - Major items of Expenditure:




3) The income and sales on account of major products or services; There is no individual major product of the Company.

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.

5) If a material part of the income is dependent upon a single customer or a few major customers, disclosure of this fact along with relevant data. Similarly, if any foreign customer constitutes a significant portion of the issuer’s business, disclosure of the fact along with its impact on the business considering exchange rate fluctuations; The Company’s income is not dependent upon a single customer or a few major customers nor foreign customer.

6) In case the issuer has followed any 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.

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(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:


RESULTS FROM OPERATION Sales Revenue 339,342,101 321,545,780 208,156,784 194,346,969

Cost of Goods Sold (206,612,618) (192,666,913) (124,837,988) (116,898,751)

Gross Profit 132,729,483 128,878,867 83,318,796 77,448,218

Operating Expenses (47,870,752) (46,627,870) (35,926,878) (33,076,809)



Profit before Contribution to WPPF & Welfare Fund 85,677,335 82,275,797 47,391,918 44,371,409

Contribution to WPPF & Welfare Fund (4,079,873) - - -


Income Tax Expenses (28,559,112) (28,796,529) (16,587,171) (15,529,993)


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Analysis of reasons for the changes in significant items of income and expenditure: In the last few years, production capacity has been increased by installation of new machinery. As a result, significant revenue has been increased in the year 2017 & 2018.

1) Unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses etc. The is no unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses etc.

2) Significant economic changes that materially affect or are likely to affect income from continuing operations; There are no significant economic changes that materially affect or are likely to affect income from continuing operations.

3) Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations; 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.

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; Considering the business nature of BDPL, the Company is assumed to operate in Miscellaneous sector.

Year Industry Segment-Miscellaneous Sector

(Amount in million Tk.)

2017-2018 16,483.50

2016-2017 14,622.45

Note: The turnover mentioned above are consist of the turnover of listed similar company namely Berger Paints Bangladesh Limited for the year ended 31 March, 2017 & 2018.

(Source: Annual Report) 7) Status of any publicly announced new products or business segment;

The Company did not announce new products or business segment. 8) The extent to which the business is seasonal.

BDPL supplies its products to its regular buyers, who provide sufficient purchase orders to work throughout the year. As a result, no seasonal aspects adversely affect the business of BDPL.

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(w) Defaults or rescheduling of borrowings with financial institutions or banks, conversion of loans into equity along with reasons thereof, lock out, strikes and reasons for the same etc. during the history of operation of the company;

Rescheduling of borrowings with banks: The Company neither defaulted or rescheduled of its borrowings with financial institutions or banks nor converted any of its loans into equity till to date.

conversion of loans into equity along with reasons thereof, lock out, strikes and reasons for the same etc. during the history of operation of the company There is no history of conversion of loan into equity, lock out and strikes.

(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; There were no changes in the activities of the Company during the last four years and had not any material effect on the profits or loss, including discontinuance of lines of business, loss of agencies or markets and similar factors.

(y) Injunction or restraining order, if any, with possible implications; There was no injunction or restraining order.

(z) Technology, market, managerial competence and capacity built-up;

Technology: BD Paints Limited has been upgraded and using advanced technology in the paints sector of Bangladesh. The department of Research and Development (R&D) and Total Quality Management (TQM) are furnished with the best technologies in this country. Its manufacturing process heavily integrated technology driven, dynamic in nature and using highly sophisticated state-of-the–art cutting edge technology. Market The Company discovers different needs and groups in the market place, target those needs and groups that it can satisfy in the superior way and then position its offerings, so that the target market recognize the company’s distinctive offerings and image. The Company is producing different types of products are now market demanded product for furnishing solutions. Market demand says, market has been growing up and the company has good opportunity to maximize market share. It is expected that BD Paints Limited will enjoy more growth in the future, if it continues to be market responsive. Currently, the sectors are growing at 20 percent. Hence, the managements are capable enough to deal with enhancing the capacity of the overall phenomenon of the business capacity.

Managerial competence The management team of the Company is highly professional with having expertise in different field. The management team is led by Mr. Md. Bellal Khan, Managing Director, who has vast experience in the field of manufacturing of paints, chemicals & coating sector. There are also number of Professional and experienced Engineers, Technicians, Chemist, Accountants and Compliance personnel have been working for the betterment of the product as well as company.

Capacity built-up The company is at the growing up stage of the business. Hence, capacity is increasing to grasp the more market share as there is huge opportunity in the market. In the financial year 2017, the company invested huge amount in plant and machineries. In the financial year 2018, there is also investment for fixed assets sophisticated automated machineries for the company as well as develop products.

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(aa) Changes in accounting policies in the last three years; The management of the Company has introduced WPPF & Welfare Fund in the year 2018.

(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 such 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 BD Paints Limited or the value of its assets, or its ability to pay its liabilities within the next twelve months.

Sd/- Sd/- Mrs. Aysha Siddika Md. Bellal Khan Chairman Managing Director Sd/- Sd/- Md. Maruful Islam Turan Representative of IBP Agrovet Limited


Director Director Sd/- Mohammad Shaheenul Islam Independent Director

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(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; Unudited financial statements for the period ended July 01, 2018 to December 31, 2018 are as follows:

BD PAINTS LIMITED Statement of Financial Position (Un-Audited)

As at December 31, 2018

Particulars Amount in Taka

31.12.2018 30.06.2018

ASSETS

Non-Current Assets 428,436,104 417,879,624

Property, Plant and Equipment 407,882,604 417,879,624 Capital Work in Progress 20,553,500 -

Current Assets 408,544,579 365,888,160

Inventories 129,040,060 112,672,720 Trade and Other Receivables 136,733,862 115,424,278 Advances, Deposits & Prepayments 37,736,241 33,892,123 Cash and Cash Equivalents 105,034,415 103,899,039

Total Assets 836,980,683 783,767,784

EQUITY & LIABILITIES

Shareholder's Equity 697,774,354 666,163,781

Share Capital 500,000,000 500,000,000 Share money Deposit - - Retained Earnings 197,774,354 166,163,781

Non-Current Liabilities 46,568,311 39,941,716

Deferred Tax Liability 46,568,311 39,941,716

Current Liabilities 92,638,018 77,662,287

Trade and Other Payables 22,377,842 20,101,322 Provision for WPPF 6,511,456 4,079,873 Liabilities for Expenses 3,823,148 3,950,003 Provision for Income Tax 59,925,573 49,531,089

Total Equity and Liabilities 836,980,683 783,767,784

Net Asset Value (NAV) Per Share 13.96 13.32

Sd/- Sd/

Chief Financial Officer Managing Director

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BD PAINTS LIMITED Statement of Profit or Loss and Other Comprehensive Income (Un-Audited)

For the period from 1st July 2018 to 31th December, 2018

Particulars

Amount in Taka

01.07.2018 To

31.12.2018

01.07.2017 To

31.12.2017

01.10.2018 To

31.12.2018

01.10.2017 To

31.12.2017

Sales Revenue 192,360,035 162,788,495 96,424,510 81,542,630 Less: Cost of Goods Sold 116,663,735 96,795,842 58,581,990 48,647,046 Gross Profit 75,696,300 65,992,653 37,842,520 32,895,584 Less: Operating Expenses 26,829,160 23,137,893 13,274,956 11,361,974 Administrative Expenses 16,626,723 14,968,783 8,090,062 7,211,852 Selling & distribution Expenses 10,202,437 8,169,110 5,184,894 4,150,123 Operating Profit 48,867,141 42,854,761 24,567,564 21,533,610 Other non-operating income / (loss) 2,196,094 130,086 1,103,094 84,626 Profit before Contribution to WPPF & Welfare Fund

51,063,235 42,984,847 25,670,659 21,618,236

Less: Contribution to WPPF & Welfare Fund 2,431,583 2,046,897 1,222,412 1,029,440

Profit before Tax 48,631,652 40,937,950 24,448,247 20,588,796 Less: Income Tax Expenses 17,021,079 14,328,282 8,556,886 7,206,079 Current Tax 10,394,484 12,325,487 5,243,589 6,204,681 Deferred Tax 6,626,595 2,002,795 3,313,297 1,001,398 Net Profit after Tax 31,610,574 26,609,667 15,891,360 13,382,718 Earnings per Share (EPS) 0.63 1.21 0.32 0.61 Sd/- Sd/- Chief Financial Officer Managing Director

BD PAINTS LIMITED Statement of Changes in Equity (Un-Audited)

For the period ended December 31, 2018 Particulars Share Capital Retained Earnings Total Equity

Balance as at 01-07-2018 500,000,000 166,163,781 666,163,781 Net Profit for the period - 31,610,574 31,610,574 Closing Balance 31-12-2018 500,000,000 197,774,355 697,774,355

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BD PAINTS LIMITED Statement of Changes in Equity (Un-Audited)

For the period ended December 31, 2017 Particulars Share Capital Retained Earnings Total Equity

Balance as at 01-07-2017 220,000,000 113,125,431 333,125,431 Net Profit for the period - 26,609,667 26,609,667 Closing Balance 31-12-2017 220,000,000 139,735,098 359,735,098 Sd/- Sd/- Chief Financial Officer Managing Director

BD PAINTS LIMITED Statement of Cash Flows (Un-Audited)

For the period ended December 31, 2018

Particulars

Amount in Taka

01.07.2018 To

31.12.2018

01.07.2017 To

31.12.2017

Cash flows from operating activities:

Cash receipts from customers 171,050,450 142,962,693 Cash receipts from others income 2,196,094 130,086 Cash payment to suppliers (110,968,140) (96,136,670) Cash payment to employees (20,028,749) (19,169,165) Cash payment to others (15,813,136) (12,825,023)

Cash generated from operations 26,436,519 14,961,922 Cash payment for income tax (4,747,644) (3,764,496)

Net Cash generate from Operating activities 21,688,876 11,197,425

Cash flows from investing activities:

Acquisition of property, plant and equipment - (1,485,530) Advance paid for construction - (138,140) Advance paid for land & building - (2,250,000) Capital work in progress (20,553,500) (197,217,108)

Net cash used in investing activities (20,553,500) (201,090,778) Cash flows from financing activities:

Share Money Deposit - 280,000,000

Net cash generated from financing activities - 280,000,000 Net increase/(decrease) in cash and cash equivalents 1,135,376 90,106,647 Cash and cash equivalents at beginning of the period 103,899,039 36,204,574

Cash and cash equivalents at end of the period 105,034,415 126,311,221 Net operating cash flows per share (NOCFPS) 0.43 0.51 Sd/- Sd/- Chief Financial Officer Managing Director

(dd) Factors that may affect the results of operations. There are no such factors that may affect the results of operations.

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CHAPTER (VII): MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

(a) Overview of business and strategies:

Overview of business:

BD Paints Limited was incorporated as a Private Limited Company on April 17, 2014 and subsequently converted into a Public Limited Company on July 22, 2014 under Companies Act 1994 with the Registrar of Joint Stock Companies and Firms, Dhaka, Bangladesh under the Companies Act, 1994. The Company changed its name from Arafat Paint & Chemical Industries Limited to BD Paints Limited on September 04, 2016. The Certificate of Incorporation number is C-115399/14. The Company started its commercial operation on April 17, 2014. BD Paints Limited carried on business as local manufacturer of different types of paints. The principal activities of the company are to manufacture and marketing different kinds paints such as distemper, acrylic emulsion, silk emulsion, synthetic, enamel paint, thinner, bdcem, wood protector, wood burnish, burnish oil, white cement, cement paint, weather coat, wall putty, aluminum paint, glycerin powder, chalk powder, black oxide, red oxide, under coat power finale, perfume finale, general car paint and varnish etc. There is no subsidiary company of BDPL. Strategies: A business strategy sets out to achieve the desired goals. Business strategy is defined as long-term business planning. The company strategies are as follows: 1. Increase Fixed Assets: The Company is in planning to invest in fixed assets in order to expand

its existing business. 2. Economic Scale: With a view to spreading the fixed cost over more units’ company is trying to

increase economic of scale


4. Product Differentiating: By differentiating in the product line, company will be able to make higher price for its specialized product. Hence, product differentiation is on the mind as well.

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(b) SWOT ANALYSIS:

S W O T STRENGTHS WEAKNESSES OPPORTUNITIES THREATS

1. Strong Management: The Company has good management to run the company efficiently.

2. Product line variety: The Company’s product line has variety. The Company sells different line of product

3. Modern Machineries: The Company has been using modern machineries that smooth its operation.

4. Technology: The Company has latest tools and technologies to support production.

5. Dedicated Workforce: The Company has dedicated human resources.

1. Low Financial Position: The Company needs more finance to be competitive over its rivals.

2. Inefficient Workforce: Our workforces are not so skilled in comparison with other industry sectors.

3. Poor market share: The company is copetiting with multi-national companies. Hence, at present market share is poor.

4. Slim Profit: Profit margin is slim.

5. Brand image:

Comparatively, at present, company’s brand image is not as high as other companies have.

6. Lower capacity utilization: Capacity utilization is not very. However, soon it will be at the decent level.

1. High Demand: The product demand is high and vibrant.

2. Suppliers Availability: In Paints industry, there are many suppliers. Hence, company has bargaining power over supplier to purchase raw material cheaply.

3. Competitive Wages: The Company has advantage due to low wages comparing to other industry sectors.

4. Easy Bank Loan: For working capital, there is an easy bank loan facility for the company.

1. Intense Competition: There is high rivalry among the competitors to get the market share.

2. Shortage of Power: In our country, there is power shortage which also affects production.

3. Short operational history: Operation history is short.

4. Operating the Company’s activities on leased land: Company has been operating on leased land of 99 years.

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(c) Analysis of the financial statements of last five years with reason(s) of fluctuating revenue or 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.


Sales Revenue 339,342,101 321,545,780 208,156,784 194,346,969


Total Income 340,160,705 321,570,580 208,156,784 194,346,969

Cost of Materials 206,612,618 192,666,913 124,837,988 116,898,751

Financial Expenses - - - -

Depreciation Expense 9,389,884 6,752,752 6,042,483 4,164,841

Amortization Expense - - - -

Others Expense 47,870,752 46,627,870 35,926,878 33,076,809

Changes of Inventories 30,923,450 39,128,753 11,382,547 -

Net Profit Before Tax 81,597,462 82,275,797 47,391,918 44,371,409

Net Profit After Tax 53,038,350 53,479,268 30,804,747 28,841,416

EPS 2.13 2.43 1.40 2.38

Reason of Fluctuation:

Revenue: The company has installed new machineries in order to increase production capacity. As a result, production increased as well as turnover increased. Through installation of new different types of machineries, the Company has been able to produce various types of products as well as to create the market of new products. So, increase of turnover of the company is relevant.

Other Income: Other income has been generated from Wastage sales and Bank interest.

Total Income: Since Revenue is increased, so naturally total income has been increased. Cost of Materials: The costs of materials to revenue are consistent over the years.

Finance Cost and Bank Charge: The Company has no short term or long-term loan from any bank or any financial institution. So, there is no finance cost and extra bank charge which consistent with the revenue. Depreciation and Amortization: The management has increased capacity installing new machineries, build up factory building and other assets. So, depreciation has been charged or increased accordingly. The Company did not amortize any of its capital expenditure during the last four years. Other Expenses: The Company did not incur any other expenses other than regular expenses during the last four 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 management 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 The growth of net profit before and after tax is consistent with the growth of the revenue. No unusual changes have been occurred during the last four years on the above matters.

Page: 91

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 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.

(e) Trends or expected fluctuations in liquidity:

There are no trends or expected fluctuations in liquidity.

(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: 92

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:

SL Name of Director, Father’s Name, Age & Experience Residential Address Educational

Qualification

Name of the Institutions and

Duration for Nominated

Director

1

Name: Mrs. Aysha Siddika

0729-000 College Road, Barisal Sadar, Barisal.

M.A. -

Position: Chairman

Father's Name: Dr. Ali Akbar

Age: 41 Years

Experience: 12 Years

2



M.Sc -

Position: Managing Director

Father's Name: Late Abdus Sobhan Khan

Age: 33 Years


3


587 Konaari (B.S.C) Road, Mirpur, Po-Nil Nagar-1346, Gazipur Sadar, Gazipur

HSC 3 Years

(From 25-Jan-18 to 24-Jan-21)

Position: Director

Father's Name: Nurul Islam

Age: 33 Years


Page: 93

4


779 Konabari, Gazipur Sadar, Gazipur

HSC 3 Years

(From 25-Jan-18 to 24-Jan-21)

Position: Director

Father's Name: Nurul Islam

Age: 20 Years

Experience: 2 Years

5

Name: Mohammad Shaheenul Islam

Nebedita Hasnahena, Flat # 2D,

12/Cha/2/4, Road # 4, Shyamoli, Dhaka-

1204

MBA & M.Com 3 Years

(From 26-Aug-18 to 25-Aug-21)

Position: Independent Director

Father's Name: Md. Abdul Karim Sikder

Age: 48 Years


Page: 94

(b) Date of first Directorship and Expiry of Current Tenure of the directors:

Sl. Name of the Director Position Date of first Directorship

Date of Expiration of Current term

1 Mrs. Aysha Siddika Chairman 28-Dec-16 4th AGM in 2018

2 Md. Bellal Khan Managing Director 17-Apr-14 4th AGM in 2018


Director 25-Jan-18 5th AGM in 2019


Director 25-Jan-18 5th AGM in 2019


Director 26-Aug-18 7th AGM in 2021

(c) Name of Interest and Involvement in other business or organization of directors:

Sl. Name of Director Designation in BDPL

Directorship/Ownership with Other Companies

Companies Position

1 Mrs. Aysha Siddika Chairman Not involved in other

organization -

2 Md. Bellal Khan Managing Director Not involved in other

organization -


Director Not involved in other

organization -


Director Not involved in other

organization -

5 Mohammad Shaheenul Islam Independent Director Not involved in other

organization -

(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 in any manner and not have any directorship in any issuer of 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:

i. Family relationship among directors

Sl. Name Designation Relationship

1 Mrs. Aysha Siddika Chairman No relationship

2 Md. Bellal Khan Managing Director Husband of Jannatul

Ferdous Mim


Director No relationship

4 Jannatul Ferdous Mim Nominated by Sabila Sea Foods Ltd.

Director Wife of Md. Bellal Khan

5 Mohammad Shaheenul Islam Independent Director No relationship

ii. Family relationship among directors and top five officers of the company:

There is no family relationship exist between directors and top five management officers except mentioned above.

Page: 95

(f) Brief description of other businesses of the directors:

Mrs. Aysha Siddika Chairman Not involved in other business. Md. Bellal Khan Managing Director Not involved in other business.

Md. Maruful Islam Turan Representative of IBP Agrovet Limited Director Not involved in other business.

Jannatul Ferdous Mim Representative of Sabila Sea Foods Limited Director Not involved in other business. Mohammad Shaheenul Islam Independent Director Not involved in other business.

(g) Short bio-data of each director: Mrs. Aysha Siddika, Chairman Aysha Siddika, Father’s Name: Dr. Ali Akber, Mother’s Name: Setara Begum, Address: 0729-000 College Road, Post Office: Barisal Sadar, Barisal. She was born on 6th January 1977. She completed her Master’s Degree from National University and started her career with involving in manufacturing and paints industry. Md. Bellal Khan, Managing Director Md. Bellal Khan, S/O- Late Abdus Sobhan Khan, Mother’s Name- Liyly Begum, Address: Khan Mansion, 617 College Road, Barisal Sadar, Barisal. He was born in 16th August 1985. He completed his B.Sc (Honors), M.Sc. (Statistics) from Jagannath University, Dhaka. After completing his graduation he engages in the field of business and having 10 years of experience in the field of paints and chemical manufacturing industry. With his dynamic leadership, vision and sincere exertion BD Paints Limited able to get a strong position in the paints market of Bangladesh. He is the honorable member of Dhaka Club, Barisal Club and Rotary Club. He visited India, Thailand, Malaysia, China, Japan, Singapure for business purpose. Md. Maruful Islam Turan, Representative of IBP Agrovet Limited, Director Md. Maruful Islam (Turan), S/O- Md. Nurul Islam, Mother’s Name: Most. Taslima, Address: 587 Kona Bari, Mirpur, Post Office: Nil Nagar-1346, Gazipur Sadar, Gazipur. He was born in 1st August 1985. He started his business career and having 8 years of professional experience in paints manufacturing and chemical industry. Jannatul Ferdous Mim, Representative of Sabila Sea Foods Limited, Director Ms. Jannatul Ferdous Mim, Fathers Name: Md. Nazrul Islam, Mother’s Name: Taslima Begum, Address: 779 Konabari, Gaziur Sadar, Gazipur. She was born in 1st August, 1998. She completed Higher Secondary Certificate and involved in paints and chemical manufacturing business.

Mohammad Shaheenul Islam, Independent Director Mr. Mohammad Shaheenul Islam, Son of Md. Abdul Karim Shikder and Rahima Khatun was born in 31st August 1970. His Present address is Nebedita Hasnahena, Flat No. 2D, 12/Cha/2/4, Road No. 4, Shyamoli, Mohammadpur, Dhaka-1207. He completed his MBA degree from Stamford University and M.Com from Jagannath University. He also completed his B.Com degree from City College, Dhaka and having 15 years of Professional experience.

Page: 96

(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: 97

(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 Chief Executive Officer, Managing Director, Chief Financial Officer, Company Secretary, 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:

Name & Position Educational

Qualification Age

(Years) Date of Joining

Overall experience

(Years) Previous Employment

Salary/remuneration paid for the

financial year

Md. Bellal Khan Managing Director

M.Sc. 33 17-Apr-14 10 Self employed 1,200,000

Md. Abul Khayer Chief Financial Officer

M.Com, (Accounting)

32 17-Dec-17 6 Tung Hai Knitting & Dyeing Ltd., Mahfel Huq & Co.

195,000

S.M. Mamun Ar Rashid Company Secretary

M.Com (Accounting)

33 1-Jul-17 8 Group QA, PRAN-RFL, World Health Organization

360,000

Md. Nazmul Islam Head of Marketing & Sales

MBA 42 1-Sep-17 14 Berger Paints BD Ltd., Elite Paints Ltd., Aqua Paints Ltd., British Paints Ltd.

320,000

Mahbub Hasan Head of Production Department (Chemist)

M.Sc (Chemistry)

35 2-May-16 7 Aqua Paints Ltd., Uzala Paints Ltd., Roxy Paints Ltd.

420,000

Md. Al-Amin Howlader Manager-QA Department

M.Sc (Chemistry)

33 1-Oct-16 6 Romana Paints Ltd., Elite Paints Ltd. 360,000

Md. Rasheduzzaman Manager-Distribution

M.A 36 1-Feb-17 10 Roxy Paints Ltd., British Paints Ltd. 300,000

Selina Akther Head of R & D

M.Sc (Chemistry)

36 5-Sep-17 9 Uzala Paints Ltd., Chemist Pharma Ltd. 350,000

Md. Masud Rana In-charge, Engineering Division

Diploma in Electronics

Engineering 35 1-Aug-16 8 MEP Electronics Ltd., Olympic Ind. Ltd. 300,000

Md. Faruk Ahmed Head of Internal Audit & Compliance

MBA 40 10-Apr-16 11 Roxy Paints Ltd., Gazi Group 420,000

The Company has no permanent advisor and consultant.

Page: 98

(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:

Name of the employee Position/Designation Date of Joining/resigned Remarks

Md. Faruk Ahmed Head of Internal Audit & Compliance 10-Apr-16 Appointed

Mahbub Hasan Head of Production Department (Chemist) 2-May-16 Appointed

Md. Masud Rana In-charge, Engineering Division 1-Aug-16 Appointed Md. Al-Amin Howlader Manager-QA Department 1-Oct-16 Appointed Md. Rasheduzzaman Manager-Distribution 1-Feb-17 Appointed S.M. Mamun Ar Rashid Company Secretary 1-Jul-17 Appointed Md. Nazmul Islam Head of Marketing & Sales 1-Sep-17 Appointed Selina Akther Head of R & D 5-Sep-17 Appointed

Md. Abul Khayer Chief Financial Officer 17-Dec-17 Appointed Mohammad Shaheenul Islam Independent Director 26-Aug-18 Appointed

Md. Mustafizur Rahman Head of Production Department (Chemist) 30-Apr-16 Resigned

Indrojit Gosh Manager-Distribution 15-Dec-16 Resigned

Md. Abu Taleb Manager (Accounts & Finance) 30-Nov-17 Resigned

Md. Enamul Kabir Howlader Independent Director 26-Aug-18 Resigned

Page: 99

(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:

Name, Father’s Name, Age & Personal Address Educational

Qualification

Experience Position/Post Holding in other Venture (Years) Past Present

Name: Md. Amir Hossain

B.A. 30 Years Sponsor &

MD Sponsor

Not involved in other organization

Father's Name: Late Hazi Abdul Latif Miah Age: 53 Years

Personal Address: House # 210, Nadia Villa, South Kalibari Road, Barisal

Name: Khaleda Begum Liyly

B.A. 20 Years Sponsor & Chairman

Sponsor Not involved in

other organization

Father's Name: Md. Moazzem Hossain

Age: 54 Years


Name: Md. Junaed Hossain

MA 12 Years Sponsor & Director


other organization

Father's Name: Md. Amir Hossain Age: 34 Years



M.Sc 10 Years Sponsor & Director

Sponsor & Managing Director


Father's Name: Late Abdus Sobhan Khan Age: 33 Years Personal Address: Khan Mansion, 617 College Road, Barisal Sadar, Barisal

Name: Ms. Farzana Akter Eva

B.A. 10 Years Sponsor & Director


other organization

Father's Name: Md. Amir Hossain Age: 33 Years


Name: Md. Amin Ur Rashid

MBA 15 Years Sponsor & Director

Sponsor Shareholder


Father's Name: Md. Harun Ur Rashid Age: 41 Years Personal Address: North Chandkhaty, Jhalokatu

Page: 100

Name: Mst. Shahanaz Akter

B.A. 12 Years Sponsor

Shareholder Sponsor

Shareholder Not involved in

other organization

Father's Name: Late Abdus Sobhan Khan Age: 38 Years Personal Address: Vodrason, Minar Bari, Narayanganj

Name: Akhfa Nur

MA 8 Years Sponsor & Director


other organization

Father's Name: Late Md. Matiur Rahman Age: 33 Years

Personal Address: 202/B, Haji Salimuddin Mollah, Middle Baddah, Gulshan, Dhaka

Page: 101

(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. No other Director except the followings:

Name Acquisition of Control

Date of Acquisition

Terms of Acquisition

Consideration paid for such Acquisition

Mrs. Aysha Siddika 28-Dec-16 17-Apr-14 N/A Cash

Md. Maruful Islam Turan Representative of IBP Agrovet Limited

25-Jan-18 23-Apr-15 N/A Cash


25-Jan-18 23-Apr-15 N/A Cash

Mohammad Shaheenul Islam 26-Aug-18 - - Appoint as an Independent

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.

(n) Interest of the key management persons: There is no other interest with the key management persons except Md. Bellal Khan, Managing Director received monthly remuneration/salaries, and all directors received board meeting fees.

(o) All interests and facilities enjoyed by a director, whether pecuniary or non-pecuniary:

Only Md. Bellal Khan, Managing Dircetor receives monthly remuneration. Besides this, all Directors received board meeting fee.

(p) Number of shares held and percentage of shareholding (pre-issue):

Sl. Name of Director Position Number of

Shares Held

%

Pre-IPO

1 Mrs. Aysha Siddika Chairman 4,500,000 9.00%

2 Md. Bellal Khan Managing Director 7,000,000 14.00%


Director 5,000,000 10.00%


Director 4,500,000 9.00%


Director - 0.00%

Total 21,000,000 42.00%

Page: 102

(q) Change in board of directors during last three years:

Sl. Name of the Directors Date of Joining

Date of retirement Present Status

1 Mrs. Aysha Siddika 28-Dec-16 4th AGM in 2018 Chairman


25-Jan-18 5th AGM in 2019 Director


25-Jan-18 5th AGM in 2019 Director

4 Mohammad Shaheenul Islam 26-Aug-18 7th AGM in 2021 Independent

Director

5 Md. Amir Hossain 17-Apr-14 11-Jul-16 Sponsor

6 Md. Junaed Hossain 17-Apr-14 11-Jul-16 Sponsor

7 Akhfa Nur 28-Dec-15 25-Jan-18 Sponsor

8 Md. Enamul Kabir Howlader 25-Jan-18 26-Aug-18 Independent

Director

(r) Director’s engagement with similar business:

None of the Directors are involve with similar business.

Page: 103

CHAPTER (IX): CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a) TO WHOM IT MAY CONCERN This is to certify that the Financial Statements of BD Paints Limited furnished for our audit does not have any transaction during the last four years, or any proposed transaction, between the issuer and any of the following persons:

(i) Any director or sponsor or executive officer of the issuer; (ii) Any person holding 5% or more of the outstanding shares of the issuer; (iii) Any related party or connected person of any of the above persons;

Except the transactions described in the following table:

Name and Position Nature of Transaction

Amount in (BDT)

2017-2018 2016-2017 2015-2016 2014-2015

Transaction Accrued Transaction Accrued Transaction Accrued Transaction Accrued

Aysha Siddika (Chairman) Board Meeting Fees 60,000 - 60,000 - 30,000 - - -

Mrs. Khaleda Begum Liyly (Ex-Chairman)

Board Meeting Fees - - - - 30,000 - 40,000 -

Vendor's Agreement - - - - 1,037,703 - 36,037,703 1,037,703

Mr. Md. Amir Hossain

(Ex-Managing Director)

Remuneration - - - - - - 600,000 50,000


Factory Rent - - 153,720 12,810 153,720 12,810 192,150 12,810

Purchase of Land - - - - - - 10,000,000 -

Sales of Land - - 19,176,600 - - - - -

Mr. Md. Bellal Khan (Managing Director)

Remuneration 1,200,000 100,000 1,200,000 100,000 600,000 50,000 - -

Board Meeting Fees 60,000 - 60,000 - 30,000 - 20,000 -

Factory Rent - - - - - - - -

Purchase of Land - - - - - - 5,000,000 -

Sales of Land - - 9,588,300 - - - - -

Md. Amin Ur Rashid (Ex-Director) Purchase of Land - - - - - - 5,000,000 -

Sales of Land - - 9,588,300 - - - - -

Md. Junaed Hossain (Ex-Director) Board Meeting Fees - - - - 30,000 - 20,000 -

Akhfa Nur (Ex-Director) Board Meeting Fees 25,000 - 60,000 - 10,000 - - -

Jannatul Ferdous Mim (Nominee Director Sabila Sea Food Ltd.)

Board Meeting Fees 15,000 - - - - - - -

Maruful Islam Turan

(Nominee Director IBP Agrobet Ltd.) Board Meeting Fees 15,000 - - - - - - -

Total 1,375,000 100,000 39,886,920 112,810 1,951,423 62,810 56,949,853 1,100,513

Sd/- Place: Dhaka; Mahfel Huq & Co. Date: September 06, 2018 Chartered Accountants

Page: 104

(b) Any 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; 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).

(c) Any loans either taken or given from or to any director or any person connected with the

director, clearly specifying details of such loan in the prospectus, and if any loan has been taken from any such person who did not have any stake in the issuer, its holding company or its associate concerns prior to such loan, rate of interest applicable, date of loan taken, date of maturity of loan. and present outstanding of such loan.

No loan was taken or given from or to Directors or any person connected with the Directors of BD Paints Limited.

Page: 105

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:

SL Name Designation

Remuneration/salaries (Tk.)

For the year ended 30.06.2018

1 Md. Bellal Khan Managing Director 1,200,000.00

2 Mahbub Hasan Head of Production Department 420,000.00

3 Md. Faruk Ahmed Head of Internal Audit & Compliance 420,000.00

4 S.M. Mamun Ar Rashid Company Secretary 360,000.00

5 Md. Al-Amin Howlader Manager-QA Department 360,000.00

(b) Aggregate amount of remuneration paid to all directors and officers as a group during the last

accounting year:

Sl. Name Amount (in Taka)

For the year ended 30.06.2018

1 Managing Director’s Remuneration 1,200,000

2 Board Meeting Fee 175,000

3 Salary and Allowances 37,578,310

(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: Only Md. Bellal Khan, Managing Director is receiving remuneration for their services rendered to the Company. The above-mentioned remuneration was approved in the Annual General Meeting (AGM) dated December 31, 2016.

(d) The board meeting attendance fees received by the director including the managing director along with date of approval in AGM or EGM: The board meeting attendance fees received by all the directors including the managing director which was approved in the Annual General Meeting (AGM) dated November 10, 2015.

(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 Company has no plan for substantially increasing remuneration to its directors and/or officers except for those that are paid as annual increment to their salaries.

(g) Any other benefit or facility provided to the above persons during the last accounting year:

No other benefit or facility provided to the above persons during the last accounting year.

CHAPTER (XI): OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES BD Paints Limited did not grant any options to its directors, officers and/or any other employees for the purpose of issuing shares.

Page: 106

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; Benefits from the Company during last five years: The Directors and subscribers to the memorandum of association have received the following benefits directly or indirectly from the issuer during the last four years: i. Remuneration:

Sl. Name Nature of

relationship

30-Jun-15 30-Jun-16 30-Jun-17 30-Jun-18

Amount in Taka

1 Md. Bellal Khan Managing Director - 600,000 1,200,000 1,200,000

2 Md. Amir Hossain Ex-Managing Director 600,000 - - -

ii. Board meeting fees:

Sl. Name Nature of

relationship

30-Jun-15 30-Jun-16 30-Jun-17 30-Jun-18

Amount in Taka

1 Aysha Siddika Chairman - 30,000 60,000 60,000

2 Mrs. Khaleda Begum Liyly Ex-Chairman 40,000 30,000 - -

3 Md. Amir Hossain Ex-

Managing Director

40,000 30,000 - -


20,000 30,000 60,000 60,000

5 Md. Junaed Hossain Ex-Director 20,000 30,000 - -

6 Akhfa Nur Ex-Director - 10,000 60,000 25,000

7 Jannatul Ferdous Mim (Nominee Director Sabila Sea Food Ltd.)

Director - - - 15,000

8 Maruful Islam Turan (Nominee Director IBP Agrobet Ltd.)

Director - - - 15,000

iii. Factory rent:

Sl. Name Nature of

relationship

30-Jun-15 30-Jun-16 30-Jun-17 30-Jun-18

Amount in Taka

1 Md. Amir Hossain Ex-Managing Director 192,150 153,720 153,720 -

Page: 107

iv. Allotment of shares against fund and other consideration: a. Fund: The Directors and subscribers to the memorandum of association have received allotment

of shares against share money deposit during the last four years. b. Other consideration:

Mrs. Khaleda Begum Liyly, Ex-Chairman has received allotment of shares against all assets and liabilities of Arafat Paints and Chemical Works.

Name Relationship

with the issuer

Allotment Issue Price (Tk.)

Form of Consideration Date Amount

Mrs. Khaleda Begum Liyly

Ex-Chairman 17-Apr-14 35,000,000 10.00

All assets and liabilities of Arafat paints and Chemical Works through Vendor's Agreement valuing Tk. 36,037,703

c. Land:

Md. Amir Hossain, Md. Bellal Khan and Md. Amin Ur Rashid has received allotment of shares against land.

Name Relationship

with the issuer


Method used to determine

the price

Form of Consideration (Land)

Date Amount Area (Decimal)

Deed value

Md. Amir Hossain

Ex-Managing Director

23-Apr-15

10,000,000

10.00 Market price

100.00 10,000,000

Md. Bellal Khan

Managing Director

5,000,000 50.00 5,000,000

Md. Amin Ur Rashid

Ex-Director 5,000,000 50.00 5,000,000

v. Assets (Purchase of land):

(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. Directors and Subscribers’ Assets to the Company: i. BD Paints Limited has received the following fund or assets from its Directors and subscribers to the memorandum during the last four years: a. Fund against allotment of shares: BD Paints Limited has received share money deposit against allotment of shares from the Directors and subscribers to the memorandum of association during the last four years.

Transferor Transferee Relations Deed No.

Date of acquisition

Area of land

(decimal

Deed Value (Tk.)

Selling Price (Tk.)

Method used to

determine the price

BD Paints Ltd.

Md. Amir Hossain


472 April 26,

2017

100.00 19,176,600 19,176,600

At competitive market price

Md. Bellal Khan

Managing Director

50.00 9,588,300 9,588,300

Md. Amin Ur Rashid

Ex-Director

50.00 9,588,300 9,588,300

Total 200.00 38,353,200 38,353,200

Page: 108

b. Other consideration against allotment of shares: BD Paints Limited has acquired all assets and liabilities of Arafat Paints and Chemical Works from Mrs. Khaleda Begum Liyly, Ex-Chairman against allotment of shares.

Name Relationship

with the issuer

Allotment Issue Price

(Tk.) Form of Consideration

Date Amount

Mrs. Khaleda Begum Liyly

Ex-Chairman 17-Apr-

14 35,000,000 10.00

All assets and liabilities of Arafat paints and Chemical

Works through Vendor's Agreement valuing Tk.

36,037,703

c. Land against allotment of shares: BD Paints Limited has acquired land from Md. Amir Hossain, Md. Bellal Khan and Md. Amin Ur Rashid against allotment of shares.

Name Relationship

with the issuer


Method used to determine

the price

Form of Consideration (Land)

Date Amount Area (Decimal)

Deed value

Md. Amir Hossain


23-Apr-15

10,000,000

10.00 Market price

100.00 10,000,000

Md. Bellal Khan

Managing Director

5,000,000 50.00 5,000,000

Md. Amin Ur Rashid

Ex-Director 5,000,000 50.00 5,000,000

The assets were acquired by Md. Amir Hossain, Md. Bellal Khan and Md. Amin Ur Rashid within two years prior to transfer those to the issuer, the acquisition cost thereof paid by them given below.

ii. BD Paints Limited has sold land to Md. Amir Hossain, Md. Bellal Khan and Md. Amin Ur Rashid against cash payment.

Transferor Transferee Relations Acquisition Via Deed

No.

Date of acquisition

Area of land

(decimal)

Acquisition cost Deed

Value (Tk.)

Md. Amir Hossain BD Paints Limited


472 April 26,

2017

100.00 19,176,600

Md. Bellal Khan Managing Director 50.00 9,588,300

Md. Amin Ur Rashid Ex-Director 50.00 9,588,300

Total 200.00 38,353,200

Transferor Transferee Relations Deed No.

Date of acquisition

Area of land

(decimal

Deed Value (Tk.)

Selling Price (Tk.)

Method used to

determine the price

BD Paints Ltd.

Md. Amir Hossain


472 April 26,

2017

100.00 19,176,600 19,176,600

At competitive market price

Md. Bellal Khan

Managing Director

50.00 9,588,300 9,588,300

Md. Amin Ur Rashid

Ex-Director

50.00 9,588,300 9,588,300

Total 200.00 38,353,200 38,353,200

Page: 109

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:

Sl. Name of the Shareholders

Position Address BO IDs Number of Shares Held

Pre IPO %

1 Aysha Siddika Chairman 0729-000 College Road, Barisal Sadar, Barisal. 1201530062008290 4,500,000 9.00%


Khan Mansion, 617 College Road, Barisal Sadar, Barisal 1201950068059835 7,000,000 14.00%

3 Md. Amin Ur Rashid Sponsor

Shareholder North Chandkhaty, Jhalokatu 1201950062016960 1,500,000 3.00%

4 Mst. Shahnaz Akter Sponsor

Shareholder Vodrason, Minar Bari, Narayanganj 1203110062017017 3,250,000 6.50%

5 Nazmun Nahar Shareholder Post- Shapa, Thana-Modbari, District- Pirojpur 1201950062017240 1,000,000 2.00%

6 Md. Alauddin Shareholder Road- 453, East Chandkatti, Jhalkati 1203110062016981 500,000 1.00%

7 Md. Mizanur Rahman

Shareholder Vill- Shibpasha, Post-Rabipasha, Thana- Korapur, District- Barisal

1201950062017280 3,000,000 6.00%

8 A.F.M. Anowarul Huq

Shareholder College Road, Barisal Sadar, Barisal. 1201530066026870 500,500 1.00%

9 Jannatul Marzan Shareholder College Road, Barisal Sadar, Barisal. 1201950062052260 216,500 0.43%

10 Jannatul Ferdous Mim

Shareholder 779 Konabari, Gazipur Sadar, Gazipur 1201950068060271 215,500 0.43%

11 Afrina Akter Mim Shareholder College Road, Barisal Sadar, Barisal 1605650065839172 500 0.00%

12 Shaharia Hossain Shuvo

Shareholder College Road, Barisal Sadar, Barisal 1605650065832590 500 0.00%

13 Maruful Islam Turan Shareholder 587 Konaari(B.S.C) Road, Mirpur, Po-Nil Nagar-1346, Gazipur Sadar, Gazipur

1605650065829339 500 0.00%

14 Taslima Begum Shareholder Konabari(B.S.C) Road, Mirpur,Po-Nil Nagar-1346, Gazipur Sadar, Gazipur

1201950068060103 200,500 0.40%

15 Sabila Sea Foods Ltd.

Director Notullabad, Barisal Sadar, Barisal 1201950066059950 4,500,000 9.00%

16 IBP Agrovet Ltd. Director College Road, Barisal Sadar, Barisal 1201950066059750 5,000,000 10.00%

17 Md. Golam Reza Shareholder Womens College Road, Jessore 1205030064825599 1,002,000 2.00%

18 Nazia Rashid Shareholder House- 13/A/2, K.M. Das Lane, Wari, Sutrapur, Dhaka. 1202240062127307 104,000 0.21%

Page: 110

19 MD. Kamruzzaman Shareholder Choto Shakharia,PO: Nilon Bazar,P.S-Golappur,Tangail 1205200062449451 202,000 0.40%

20 Ziaul Ahsan Shareholder Hous-06, Road-10,Block-D,Banasree, Dhaka-1229 1202800047979507 102,000 0.20%

21 Abdul Kader Miah Shareholder Kazirgaon, Chandimart, Samad Road,Matuail, Jatrabari, Dhaka.

1202800018215401 301,000 0.60%

22 Ayub Hossain Khan Shareholder Ka- 67/4 Khanpara, Khilkhet, Dhaka. 1202800000042215 151,000 0.30%

23 Abdur Rob Khan Shareholder House #15, Road #07, Block #H, Banasree, Rampura, Dhaka.

1202800063409502 102,000 0.20%

24 Rumana Ahmed Shantana

Shareholder Hous-06, Road-10,Block-D,Banasree, Dhaka-1229 1202800066073127 2,000 0.00%

25 S.M. Ashfaqur Rahman

Shareholder 13,K.M Das Lane, Dhaka-1203 1202240049275011 251,000 0.50%

26 Md.Shakhawat Hossain

Shareholder 115/B, North Mughdapara, 1st Floor Dhaka-1204 1205590051631396 22,000 0.04%

27 Md.Abul Hasan Shareholder 31 Mohammadia Super market, Subhanbagh,Dhaka-1207

1202800046686037 51,000 0.10%

28 Mrs. Beauty Akter Shareholder House #2,Block #C-2, Avenue, Mirpur 10, Dhaka. 1202800044795371 51,000 0.10%

29 Akram Hossain Md. Feroz

Shareholder Lake Garden-2, Apt #8B, 110 Lake Circus, Kalabagan, Dhaka.

1205150000008272 1,002,000 2.00%

30 BMSL INVESTMENT LTD.

Shareholder Shareef Mension(4th Floor), 56-57 Motijheel C/A, Dhaka-1000

1604940020020800 1,000 0.00%

31 Md. Farid Ahmed Shareholder Flat B-7, Firoza Rose, 12Eskaton, Dhaka-1000. 1604940059674010 3,001,000 6.00%

32 Md.Asaduz zamzn Mia

Shareholder Uniques Heights, (9th Floor), 117, Kazi Nazrul Islam Avenue, Dhaka-1000

1205590051631390 1,000 0.00%

33 Md. Anayet Kabir Shareholder House #2, Road #4, Block#C, Section #10, Mirpur, Dhaka

1201630018472350 50,300 0.10%

34 Nasir Uddin Ahmed Shareholder C/O: N.A Traders,6/a, Horonath Ghosh Road, Cahwk Bazar, Dhaka-1211

1203500062104840 1,000 0.00%

35 Md.Abdul Aziz Shareholder 14/1, Green Road, Flat No.- 3/B, Dhaka-1215. 1201630018472350 1,000 0.00%

36 Md. Mozammel Hoque Akon

Shareholder 11/1/A, Kabi Jasim uddin Road, North Kamlapur, Dhaka 1201950062017280 1,000 0.00%

37 Samsun Naher Khan

Shareholder Lake Garden-2, Apt #8B, 110 Lake Circus, Kalabagan, Dhaka.

1205150045226152 100,500 0.20%

38 Md. Mustafizur Rahman

Shareholder Shena Kollyanbhaban, 13 floor, 195 Motijheel, C/A Dhaka-1000.

1204040000208270 101,000 0.20%

Page: 111

39 Abdullah Abu Sadat

Shareholder Brooklyn Heights Apt No#30380, Bashiruddin Road Dhaka.

1203500062104840 50,000 0.10%

40 BD Finance Securities

Shareholder 64, Motijheel C/A (2nd Floor), Dhaka. 1205150043284410 510,000 1.02%

41 Abaci Investment Ltd.

Shareholder Rupayan Prime (7th floor), Plot # 02, Road #07, Dhanmondi Dhaka-1205.

1602770045524680 1,001,000 2.00%

42 Khandaker Mainul Hasan

Shareholder 40/B/B, 5th floor, Saima Manzil, Indira road, Dhaka 1201530062709620 101,000 0.20%

43 Mohammed Ziaul Hossain

Shareholder House-80, Road-9/A, Flat--FG3, West hanmondi, Dhaka-1209

1605550062101880 1,000 0.00%

44 Mohammed Manjur Rashid

Shareholder 154/1,Monipuripara, Sheltech, Monihar, Flat-2/H, Tejgaong, Dhaka-1215

1202830055707550 1,000 0.00%

45 Mohammed Zahirul Houque

Shareholder C/o- Mohammad Samsul Huque, PO- Maynamotibazar, P.S-Burichong, Dist- Comilla

1602770045524680 1,000 0.00%

46 Foiz Ahmed Shareholder 257/C, Free Street, Kathal Bagan, Kolabagan, Dhaka 1604940064549490 51,000 0.10%

47 Md. Ahsan Habib Raj

Shareholder Monnafer More, Ghoramara, PS-Boalia, Rajshahi-6200 1201950066362251 30,000 0.06%

48 Md. Khairul Islam Shareholder 338/d/3 Sipaibagh, North Goran, Dhaka-1219 1201700058531340 500 0.00%

49 Rubel Deb Shareholder SEO, NBL, Ho CRM-3,18, Dilkusha, C/A, Dhaka 1602770045524680 1,000 0.00%

50 Farmers Hopes Ltd. Shareholder Plot No-167, Fakorkhali Road, Barith, Badda Dhaka-1212.

1605860064386060 701,000 1.40%

51 Horipur Feed Limited

Shareholder House #40, Haji Nagor, Ideal Road, Demra, Dhaka-1361 1203040062602490 501,000 1.00%

52 Habibur Rahman Sikder

Shareholder Vill: Hazinogor, P.O: sharulia, P.S: Demra, Dhaka-1361. 1605550057755190 401,000 0.80%

53 Shakil Mahmud Shareholder Rupayan Center (8th floor),72, Mohakhali C/A, Dhaka-1212.

1605550062101880 501,000 1.00%

54 Md. Abdur Rashid Shareholder 74, Suruj Nagar, Jatrabari, Dhaka-1100 1202240061364251 1,000 0.00%

55 Md. Jahangir Alam Shareholder house-52/B Khalpara, Khilkhet, Dhaka 1203570043617360 1,000 0.00%

56 Homayra Binte Wali

Shareholder 40, Ideal Road, Hazinagar, Sarulia, Demra, Dhaka-1361. 1202830048324800 301,000 0.60%

57 Mohammed Towhidul Islam

Shareholder 112/Ka, Central Road, Dhanmondi, Dhaka-1205 1202830055707550 501,000 1.00%

58 Md. Abdul Jalil Mondol

Shareholder house-3/B, Rajarbagh, Police Line, Shantinagar,127, Paltan, Dhaka

1605420047137080 1,000 0.00%

Page: 112

59 Florida Tulip Agro Limited

Shareholder 23/A, MM Ali road, Mehedi Bagh-4000, Chittagong 1201840063004620 1,000 0.00%

60 Mst.Dilruba Khatun Shareholder House-05, Sheikhdi Bot Tola, Dhonia, Jatrabari, Dhaka 1205780066142530 1,000 0.00%

61 Md. Faruque Hossain

Shareholder Alikamra, Badarpur, Bazar, Chandina, Comilla 1201820029654890 11,000 0.02%

62 Md. Habibur Rahman

Shareholder C/O: Late Abdul Bareek, Konapara Busstand, Konapara, Jatrbari, Dhaka

1204120059773530 1,000 0.00%

63 Md.Wahidul Islam Shareholder Alikamra, Badarpur, Bazar, Chandina, Comilla 1201820037118360 1,000 0.00%

64 Md. Nazmul Hossain

Shareholder house-1, Road-1/a, sector-13, Uttara, Dhaka 1201820029654890 1,000 0.00%

65 H. A. Mamun Shareholder Flat No. F-8/7, Civil Avaiation R/A, Kawla, Kurmitola, Dhaka 1229.

1202010055060930 51,000 0.10%

66 Faryal Hafsa Ahmed

Shareholder 222/228, Momin Road, Mozaher Bhaban, 4th Floor, Kotwali, Chittagong.

1202990061454220 301,000 0.60%

67 Syed Sakib Naim Uddin

Shareholder 27, Panchlish R/A, Chittagong 1203680043529560 201,000 0.40%

68 Md. Akram Hossain Shareholder Vill-Dhupoli, Chakpara, Lalpur, Natore 1203720063921410 51,000 0.10%

69 Moderis Ali Shareholder Batshandi, P/O. Munshir Bazar, Biswanath, Sylhet. 1204570048947050 501,000 1.00%

70 Anika Kaiser Bani Shareholder House #29, Road #14, Block G, Gulshan-1, Dhaka 1205790065022310 251,000 0.50%

71 Tahmina Nupur Shareholder Flat #8/7, Civil Avaiation R/A, Kawla, Kurmitola, Dhaka-1229.

1201730063759390 101,000 0.20%

72 Kamrul Hasan Shareholder Flat-No-F8/7, Civil Aviation R/A, Kawlar, Kurmitola, Dhaka-1229

1201730063759490 1,000 0.00%

73 Md. Mudabbir Hossain

Shareholder 143/A, South Komlapur, Dhaka-1217, 1204120059773530 500 0.00%

74 Shahanur Begum Shareholder Flat #8/7, Civil Avaiation R/A, Kawla, Kurmitola, Dhaka-1229.

1201730066116410 151,000 0.30%

75 Istak Ahmed Shareholder 110, Free School Street (1st Floor), Khatalbagan, Bazar Mosjid Goli, Dhaka-1205.

1202580051419505 500,000 1.00%

76 Mrs. Rahima Akter Shareholder Vill: Daneswar, Post: Rajapara, Comilla sadar Dhakhin, adarsha sadar, comill-3500

1203000068064623 25,000 0.05%

77 Sohammad Shamim Mahbub

Shareholder 1/A, 1-25 Mirpur-1, Shahall, Dhaka-1216 1203810025139521 25,000 0.05%

78 Md. Maksudul Alom Shareholder Olympic Cement Ltd, Green Grandeur (11th Floor), 58/E Kemal ataturk Avenue, Babnani, Dhaka

1205200013679193 100,000 0.20%

Page: 113

79 LT. Gen. Md Shamsul huque

Shareholder House # 906, Road # 12, Avenue # 02, DOHs, Mirpur, Dhaka-1216

1201690000776633 300,000 0.60%

80 Inamul Haq Khan Shareholder Road# 10, House # 2, Sector # 11, Uttara, Dhaka-1230 1605430061483336 450,000 0.90%

81 Mizanur Rahman Shareholder Road# 10, House # 2, Sector # 11, Uttara, Dhaka-1230 160543006253869 100,000 0.20%

82 Md. Zahid Hossain Shareholder NSC, 62/3, Purana Palton, Dhaka 1201590004367882 150,000 0.30%

83 Hasina Momtaz Shareholder House 3 5-7, Road # 7, Block # F, Rampura, Banasree, Dhaka

1201700046166655 100,000 0.20%

84 Mahamudul Karim Chowdhury

Shareholder College Road, Barisal Sadar, Barisal. 1203510014662188 100,000 0.20%

85 Md. Sajedul Karim Shareholder Road# 10, House # 2, Sector # 11, Uttara, Dhaka-1230. 1202010000616941 200,000 0.40%

86 Salma zaman Shareholder House # -18, Road # 16, Block # B, Banani, Dhaka-1213 1202830041154138 2,000,000 4.00%

87 Abu Hasnat Md. Rezanur Sohel

Shareholder Apartment # A7, House # 89, Road #4, Block # B, Banani, Dhaka-12123

1202830059155494 100,000 0.20%

88 Asif Irtaza Islam Shareholder Appartment # A-4, 16/2, Tallabagh, Dhaka-1207 1202830004045050 500,000 1.00%

89 Bishwajit Das Shareholder F-3e, H-28, R-9/A, Dhanmondi, R/A, Dhaka-1209 1204220026120606 500,000 1.00%

90 Suvra Prakash Dey Shareholder House # 4, Banogram Road, Wari, Sutrapur Dhaka-1203 1202800021985265 50,000 0.10%

91 Md. Anowar Hossain

Shareholder Cokacola Road, Vatara, Baridhara, Dhaka-1229. 1201950068001436 10,000 0.02%

92 Jakia Sultana Shareholder 6, Takwoa Road Konapara, Paradogar Demra 1201950068055746 5,000 0.01%

93 Md. Abul Khayer Shareholder Khara Kandi, Pachar, Shibchor, Madaripur 1201950068055604 5,000 0.01%

94 Mohammad Delu Shareholder Vill: Udaydi, P.O: Haizadi, P.S: Araihazar, Narayongonj-1450

1201590039377608 365,000 0.73%

95 Shankar Chandra Das

Shareholder 1, Ramakrishna Mission Road, Dhaka. 1201590000700382 67,000 0.13%

96 Humayun Kabir Shareholder House-40-2/A, Room-406 (4th Floor), Kallanpur, Main road, Dhaka-1207.

1602170063911263 10,000 0.02%

97 Mst. Mousumi Akter Shareholder H-15, Road-14, Block-d, mirpur, Dhaka-1215 1201950066683565 50,700 0.10%

98 Humayun Kabir Shareholder Elephant Road, Science Laboratory, Dhaka. 1205590061488130 20,000 0.04%

Total 50,000,000 100.00%

Page: 114

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:

SL Name of Director, Address, Age & Experience No. of Share % Position held in Other Organization

Pre-IPO Other Organization Position

1

Name: Mrs. Aysha Siddika

4,500,000 9.00% Not involved in other organization -

Chairman

Address: 0729-000 College Road, Barisal Sadar, Barisal.

Age: 41 Years


BO ID No.: 1201530062008290

TIN No.: 249737346979

2



Managing Director

Address: Khan Mansion, 617 College Road, Barisal Sadar, Barisal

Age: 33 Years


BO ID No.: 1201950068059835

TIN No.: 457268541273

3



Director

Address: 587 Konaari (B.S.C) Road, Mirpur, Po-Nil Nagar-1346, Gazipur Sadar, Gazipur

Age: 33 Years


BO ID No.: 1201950066059750

TIN No.: 867703834617

Page: 115

4



Director

Address: 779 Konabari, Gazipur Sadar, Gazipur

Age: 20 Years

Experience: 2 Years

BO ID No.: 1201950066059950

TIN No.: 768830716743

5

Name: Mohammad Shaheenul Islam

- 0.00% Not involved in other organization -

Independent Director

Address: Nebedita Hasnahena, Flat # 2D, 12/Cha/2/4, Road # 4, Shyamoli, Dhaka-1204

Age: 48 Years


BO ID No.: -

TIN No.: 237143514199

Page: 116

c) The average cost of acquisition of equity shares by the directors certified by the auditors:

To Whom It May Concern

After due verification of books and records, we certify that the average cost of acquisition of share by its directors was Tk. 10/- each. The details breakup of acquisition of shares showing average cost per shares is given below:

Date Allotment/ Transfer

Mrs. Aysha Siddika

Md. Bellal Khan

Md. Maruful Islam Turan

Representative of IBP Agrovet Limited

Jannatul Ferdous Mim

Representative of Sabila Sea Foods Limited

Mohammad Shaheenul

Islam Consideration

Face value

of Share (Tk.)

Chairman Managing Director Director Director Independent

Director

17-Apr-14

By way of subscription to MoA &

AoA

- 1,000,000 - - - Cash 10.00

23-Apr-15 Allotment - 1,000,000 - - - Cash+Land 10.00

28-Dec-15 Transfer 3,500,000 - - Cash 10.00

11-Jul-16 Transfer - - 1,500,000 1,500,000 - Cash 10.00

24-May-18 Allotment 1,000,000 5,000,000 3,500,000 3,000,000 - Cash 10.00

Total 4,500,000 7,000,000 5,000,000 4,500,000 -

Sd/- Place: Dhaka Mahfel Huq & Co. Dated: September 06, 2018 Chartered Accountants

Page: 117

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: -

Mrs. Aysha Siddika Chairman

Date of Allotment/ Transfer of

fully paid- up shares

Consideration Nature of

issue

No. of Equity shares

Face value

Issue Price/Acquisition

Price/Transfer Prices

Cumulative no. of Equity

shares

% Pre- issue

paid up capital

% Post issue paid up capital

Sources of fund

28-Dec-15 Cash Ordinary Share

3,500,000 10.00 10.00 3,500,000 9.00% 6.43%

Own Source 24-May-18 Cash 1,000,000 10.00 10.00 4,500,000





issue


Face value




shares

% Pre- issue

paid up capital


Sources of fund

17-Apr-14 Cash Ordinary

Share

1,000,000 10.00 10.00 1,000,000

14.00% 10.00% Own

Source 23-Apr-15 Cash+Land 1,000,000 10.00 10.00 2,000,000

24-May-18 Cash 5,000,000 10.00 10.00 7,000,000 Md. Maruful Islam Turan, Representative of IBP Agrovet Limited Director




issue


Face value




shares

% Pre- issue

paid up capital


Sources of fund

11-Jul-16 Cash Ordinary Share

1,500,000 10.00 10.00 1,500,000 10.00% 7.14%


Page: 118

Jannatul Ferdous Mim, Representative of Sabila Sea Foods Limited Director




issue


Face value




shares

% Pre- issue

paid up capital


Sources of fund

11-Jul-16 Cash Ordinary Share

1,500,000 10.00 10.00 1,500,000 9.00% 6.43%


Mohammad Shaheenul Islam Independent Director




issue


Face value




shares

% Pre- issue

paid up capital


Sources of fund

N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Md. Amir Hossain Sponsor




issue


Face value




shares

% Pre- issue

paid up capital


Sources of fund


Share

500,000 10.00 10.00 500,000

0.00% 0.00% Own

Source 23-Apr-15 Other than Cash 1,000,000 10.00 10.00 1,500,000

11-Jul-16 Cash (1,500,000) 10.00 10.00 -

Page: 119

Khaleda Begum Liyly Sponsor




issue


Face value




shares

% Pre- issue

paid up capital


Sources of fund

17-Apr-14 Other than Cash Ordinary

Share

3,500,000 10.00 10.00 3,500,000

0.00% 0.00% Own

Source 23-Apr-15 Cash 1,000,000 10.00 10.00 4,500,000

28-Dec-15 Cash (4,500,000) 10.00 10.00 - Md. Junaed Hossain Sponsor




issue


Face value




shares

% Pre- issue

paid up capital


Sources of fund


Share

500,000 10.00 10.00 500,000

0.00% 0.00% Own

Source 23-Apr-15 Cash 1,000,000 10.00 10.00 1,500,000

11-Jul-16 Cash (1,500,000) 10.00 10.00 - Ms. Farzana Akter Eva Sponsor




issue


Face value




shares

% Pre- issue

paid up capital


Sources of fund


Share

250,000 10.00 10.00 250,000

0.00% 0.00% Own

Source 23-Apr-15 Cash 1,250,000 10.00 10.00 1,500,000

28-Dec-15 Cash (1,500,000) 10.00 10.00 -

Page: 120

Md. Amin Ur Rashid Sponsor Shareholder




issue


Face value




shares

% Pre- issue

paid up capital


Sources of fund

17-Apr-14 Cash

Ordinary Share

1,000,000 10.00 10.00 1,000,000

3.00% 2.14% Own

Source

23-Apr-15 Cash+Other Than Cash 1,000,000 10.00 10.00 2,000,000

11-Jul-16 Cash (77,300) 10.00 10.00 1,922,700

28-Feb-19 Cash (422,700) 10.00 10.00 1,500,000 Mst. Shahanaz Akter Sponsor Shareholder




issue


Face value




shares

% Pre- issue

paid up capital


Sources of fund


Share

1,375,000 10.00 10.00 1,375,000

6.50% 4.64% Own

Source 23-Apr-15 Cash 2,125,000 10.00 10.00 3,500,000

06-Jan-19 Cash (250,000) 10.00 10.00 3,250,000 Akhfa Nur Sponsor




issue


Face value




shares

% Pre- issue

paid up capital


Sources of fund


Share

1,375,000 10.00 10.00 1,375,000

0.00% 0.00% Own

Source 23-Apr-15 Cash 2,125,000 10.00 10.00 3,500,000

28-Feb-19 Cash (3,500,000) 10.00 10.00 -

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: 121

f) History of significant (5% or more) changes in ownership of securities from inception:

Date of Allotment/Transfer

Aysha Siddika

Md. Bellal Khan

Mst. Shahanaz Akter

Md. Mizanur Rahman

Sabila Sea Foods Ltd.

IBP Agrovet Ltd.

Md. Farid Ahmed

No. of Share

17-Apr-14 - 1,000,000 1,375,000 - - -

23-Apr-15 - 1,000,000 2,125,000 - - -

28-Dec-15 3,500,000 - - 3,000,000 - -

11-Jul-16 - - - - 1,500,000 1,500,000 1,000

24-May-18 1,000,000 5,000,000 - - 3,000,000 3,500,000 3,000,000

6-Jan-19 - - (250,000) - - - -

Total 4,500,000 7,000,000 3,250,000 3,000,000 4,500,000 5,000,000 3,001,000

Page: 122

CHAPTER (XIV): CORPORATE GOVERNANCE

a) Management disclosure regarding compliance with the requirements of Corporate Governance Guidelines of the Bangladesh Securities and Exchange Commission (BSEC);

The Company declares that it has complied with the requirements of the applicable regulations of Corporate Governance Guidelines of Bangladesh Securities and Exchange Commission (BSEC) and accordingly constitute several committees under the board for good governance. A certificate of compliance from competent authority has been incorporated accordingly. Sd/- Md. Bellal Khan Managing Director

b) A compliance report of Corporate Governance requirements certified by competent authority;

REPORT TO THE SHAREHOLDERS OF BD PAINTS LIMITED ON COMPLIANCE ON THE CORPORATE GOVERNANCE CODE

We have examined the compliance status to the Corporate Governance Code by BD Paints Limited for the year ended on June 30, 2018. This Code relates to the Notification No. SEC/CMRRCD/2006-158/207/Admin/80, dated 03 June 2018 issued under section 2CC of the Bangladesh Securities and Exchange Commission. Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of the Corporate Governance Code. This is a scrutiny and verification and an independent audit on compliance of the conditions of the Corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Corporate Governance Code. We state that we have obtained all the information and explanations, which we have required, and after due scrutiny and verification thereof, we report that, in our opinion: (a) The Company has complied with the conditions of the Corporate Governance Code as stipulated

in the above mentioned Corporate Governance Code issued by the Commission except condition no. 6 (5).

(b) The Company has complied with the provisions of the relevant Bangladesh Secretarial Standards

(BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code;

(c) Proper books and records have been kept by the company as required under the Companies

Act, 1994, the securities laws and other relevant laws; and (d) The Governance of the company is satisfactory.

Sd/- Place: Dhaka. Dated: September 06, 2018

AHMAD & AKHTAR Chartered Accountants

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COMPLIANCE REPORT ON CORPORATE GOVERNANCE CODE

Status of compliance with the conditions imposed by the Commission’s Notification No. BSEC/CMRRCD/2006-158/207/Admin/80, dated 3 June 2018 issued under section 2CC of the Securities and Exchange Ordinance, 1969:

Condition No.

Title

Compliance Status

Remarks (if any)

Comp- lied

Not Comp-

lied

1. Board of Directors:-

1 (1) Size of the Board of Directors The total number of members of a company’s Board of Directors (hereinafter referred to as “Board”) shall not be less than 5 (five) and more than 20 (twenty).

√

The boards of Directors are comprised of 5 Directors.

1 (2) Independent Directors All companies shall have effective representation of independent directors on their Boards, so that the Board, as a group, includes core competencies considered relevant in the context of each company; for this purpose, the companies shall comply with the following:-

1 (2) (a) At least one-fifth (1/5) of the total number of directors in the company’s Board shall be independent directors; any fraction shall be considered to the next integer or whole number for calculating number of independent director(s);

√

The number of independent director of the Board of the company is 1 (one)

1 (2) (b) For the purpose of this clause “independent director” means a director-

1 (2) (b) (i) who either does not hold any share in the company or holds less than one percent (1%) shares of the total paid-up shares of the company;

√

1 (2) (b) (ii) who is not a sponsor of the company or is not connected with the company’s any sponsor or director or nominated director or shareholder of the company or any of its associates, sister concerns, subsidiaries and parents or holding entities who holds one percent (1%) or more shares of the total paid-up shares of the company on the basis of family relationship and his or her family members also shall not hold above mentioned shares in the company: Provided that spouse, son, daughter, father, mother, brother, sister, son-in-law and daughter-in-law shall be considered as family members;

√

1 (2) (b) (iii) who has not been an executive of the company in immediately preceding 2(two) financial years;

√

1 (2) (b) (iv) who does not have any other relationship, whether pecuniary or otherwise, with the company or its subsidiary or associated companies;

√

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1 (2) (b) (v) who is not a member or TREC (Trading Right Entitlement Certificate) holder, director or officer of any stock exchange;

√

1 (2) (b) (vi) who is not a shareholder, director excepting independent director or officer of any member or TREC holder of stock exchange or an intermediary of the capital market

√

1 (2) (b) (vii)

who is not a partner or an executive or was not a partner or an executive during the preceding 3 (three) years of the concerned company’s statutory audit firm or audit firm engaged in internal audit services or audit firm conducting special audit or professional certifying compliance of this Code;

√

1 (2) (b) (viii)

who is not independent director in more than 5 (five) listed companies;

√

1 (2) (b) (ix) who has not been convicted by a court of competent jurisdiction as a defaulter in payment of any loan or any advance to a bank or a Non-Bank Financial Institution (NBFI); and

√

1 (2) (b) (x) who has not been convicted for a criminal offence involving moral turpitude;

√

1 (2) (c) The independent director(s) shall be appointed by the Board and approved by the shareholders in the Annual General Meeting (AGM);

√

Independent Director has been appointed by the Board of Directors and to be placed before the shareholders for approval in the next AGM.

1 (2) (d) The post of independent director(s) cannot remain vacant for more than 90 (ninety)days; and

√

1 (2) (e) The tenure of office of an independent director shall be for a period of 3 (three)years, which may be extended for 1 (one) tenure only: Provided that a former independent director may be considered for reappointment for another tenure after a time gap of one tenure, i.e., three years from his or her completion of consecutive two tenures [i.e. six years]: Provided further that the independent director shall not be subject to retirement by rotation as per the ‡Kv¤úvbx AvBb, 1994 (1994 m‡bi 18bs AvBb)

Companies Act, 1994).

√

1 (3) Qualification of Independent Director.-

1 (3) (a) Independent director shall be a knowledgeable individual with integrity who is able to ensure compliance with financial laws, regulatory requirements and corporate laws and can make meaningful contribution to the business;

√

1 (3) (b) Independent director shall have following qualifications:

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1 (3) (b) (i) Business Leader who is or was a promoter or director of an unlisted company having minimum paid-up capital of Tk. 100.00 million or any listed company or a member of any national or international chamber of commerce or business association; or

- - -

1 (3) (b) (ii) Corporate Leader who is or was a top level executive not lower than Chief Executive Officer or Managing Director or Deputy Managing Director or Chief Financial Officer or Head of Finance or Accounts or Company Secretary or Head of Internal Audit and Compliance or Head of Legal Service or a candidate with equivalent position of an unlisted company having minimum paid up capital of Tk. 100.00 million or of a listed company; or

- - -

1 (3) (b) (iii) Former official of government or statutory or autonomous or regulatory body in the position not below 5th Grade of the national pay scale, who has at least educational background of bachelor degree in economics or commerce or business or law; or

- - -

1 (3) (b) (iv) University Teacher who has educational background in Economics or Commerce or Business Studies or Law; or

- - -

1 (3) (b) (v) Professional who is or was an advocate practicing at least in the High Court Division of Bangladesh Supreme Court or a Chartered Accountant or Cost and Management Accountant or Chartered Financial Analyst or Chartered Certified Accountant or Certified Public Accountant or Chartered Management Accountant or Chartered Secretary or equivalent qualification;

√

1 (3) (c) The independent director shall have at least 10 (ten) years of experiences in any field mentioned in clause (b);

√

1 (3) (d) In special cases, the above qualifications or experiences may be relaxed subject to prior approval of the Commission.

- - No such

special case arose.

1 (4) Duality of Chairperson of the Board of Directors and Managing Director or Chief Executive Officer.-

1 (4) (a) The positions of the Chairperson of the Board and the Managing Director (MD) and/or Chief Executive Officer (CEO) of the company shall be filled by different individuals;

√

1 (4) (b) The Managing Director (MD) and/or Chief Executive Officer (CEO) of a listed company shall not hold the same position in another listed company;

√

1 (4) (c) The Chairperson of the Board shall be elected from among the non-executive directors of the company;

√

1 (4) (d) The Board shall clearly define respective roles and responsibilities of the Chairperson and the Managing Director and/or Chief Executive Officer;

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1 (4) (e) In the absence of the Chairperson of the Board, the remaining members may elect one of themselves from non-executive directors as Chairperson for that particular Board’s meeting; the reason of absence of the regular Chairperson shall be duly recorded in the minutes.

√

1 (5) The Directors’ Report to Shareholders-

1 (5) (a) The Board of the company shall include the following additional statements or disclosures in the Directors’ Report prepared under section 184 of the Companies Act, 1994 (Act No. XVIII of 1994):-

1 (5) (i) An industry outlook and possible future developments in the industry;

√

1 (5) (ii) The segment-wise or product-wise performance; √

1 (5) (iii) Risks and concerns including internal and external risk factors, threat to sustainability and negative impact on environment, if any;

√

1 (5) (iv) A discussion on Cost of Goods sold, Gross Profit Margin and Net Profit Margin, where applicable;

√

1 (5) (v) A discussion on continuity of any extraordinary activities and their implications (gain or loss);

- - N/A

1 (5) (vi) A detailed discussion on related party transactions along with a statement showing amount, nature of related party, nature of transactions and basis of transactions of all related party transactions

√

1 (5) (vii) A statement of utilization of proceeds raised through public issues, rights issues and/or any other instruments

- - N/A

1 (5) (viii) An explanation if the financial results deteriorate after the company goes for Initial Public Offering (IPO), Repeat Public Offering (RPO), Rights Share Offer, Direct Listing, etc.;

- - N/A

1 (5) (ix) An explanation on any significant variance that occurs between Quarterly Financial performances and Annual Financial Statements;

- - N/A

1 (5) (x) A statement of remuneration paid to the directors including independent directors;

- - N/A

1 (5) (xi) A statement that the financial statements prepared by the management of the issuer company present fairly its state of affairs, the result of its operations, cash flows and changes in equity;

√

1 (5) (xii) A statement that proper books of account of the issuer company have been maintained

√

1 (5) (xiii) A statement that appropriate accounting policies have been consistently applied in preparation of the financial statements and that the accounting estimates are based on reasonable and prudent judgment

√

1 (5) (xiv) A statement that International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS), as applicable in Bangladesh, have been followed in preparation of the financial statements and any departure there from has been adequately disclosed;

√

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1 (5) (xv) A statement that the system of internal control is sound in design and has been effectively implemented and monitored;

√

1 (5) (xvi) A statement that minority shareholders have been protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly and have effective means of redress;

√

1 (5) (xvii) A statement that there is no significant doubt upon the issuer company’s ability to continue as a going concern, if the issuer company is not considered to be a going concern, the fact along with reasons there of shall be disclosed;

√

1 (5) (xviii) An explanation that significant deviations from the last year’s operating results of the issuer company shall be highlighted and the reasons thereof shall be explained;

- - N/A

1 (5) (xix) A statement where key operating and financial data of at least preceding 5 (five) years shall be summarized;

√

1 (5) (xx) An explanation on the reasons if the issuer company has not declared dividend (cash or stock) for the year;

√

1 (5) (xxi) Board’s statement to the effect that no bonus share or stock dividend has been or shall be declared as interim dividend;

√

1 (5) (xxii) The total number of Board meetings held during the year and attendance by each director;

√

1 (5)(xxiii) A report on the pattern of shareholding disclosing the aggregate number of shares (along with name-wise details where stated below) held by:-

1 (5)(xxiii) (a) Parent or Subsidiary or Associated Companies and other related parties (name-wise details);

√

1 (5)(xxiii) (b) Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit and Compliance and their spouses and minor children (name-wise details)

√

1 (5) (xxiii)(c) Executives; and √ 1 (5) (xxiii)(d) Shareholders holding ten percent (10%) or more

voting interest in the company (name-wise details);

√

1(5)(xxiv) In case of the appointment or reappointment of a director, a disclosure on the following information to the shareholders:-

1(5)(xxiv)(a) a brief resume of the director √ 1(5)(xxiv)(b) nature of his or her expertise in specific functional

areas; and √

1(5)(xxiv)(c) names of companies in which the person also holds the directorship and the membership of committees of the Board;

√

1(5)(xxv) A Management’s Discussion and Analysis signed by CEO or MD presenting detailed analysis of the company’s position and operations along with a brief discussion of changes in the financial statements, among others, focusing on:

1(5)(xxv)(a) accounting policies and estimation for preparation of financial statements;

√

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1(5)(xxv)(b) changes in accounting policies and estimation, if any, clearly describing the effect on financial performance or results and financial position as well as cash flows in absolute figure for such changes;

In 2017-

2018 accounts

WPPF and Welfare

Fund created

1(5)(xxv)(c) comparative analysis (including effects of inflation) of financial performance or results and financial position as well as cash flows for current financial year with immediate preceding five years explaining reasons thereof;

1(5)(xxv)(d) compare such financial performance or results and financial position as well as cash flows with the peer industry scenario;

√

1(5)(xxv)(e) briefly explain the financial and economic scenario of the country and the globe;

√

1(5)(xxv)(f) risks and concerns issues related to the financial statements, explaining such risk and concerns mitigation plan of the company; and

√

1(5)(xxv)(g) future plan or projection or forecast for company’s operation, performance and financial position, with justification thereof, i.e., actual position shall be explained to the shareholders in the next AGM;

√

1(5)(xxvi) Declaration or certification by the CEO and the CFO to the Board as required under condition No. 3(3) shall be disclosed as per Annexure-A; and

√

1(5)(xxvii) (xxvii) The report as well as certificate regarding compliance of conditions of this Code as required under condition No. 9 shall be disclosed as per Annexure-B and Annexure-C.

√

1(6) Meetings of the Board of Directors The company shall conduct its Board meetings and record the minutes of the meetings as well as keep required books and records in line with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Code.

√

1(7) Code of Conduct for the Chairperson, other Board members and Chief Executive Officer

1(7) (a) The Board shall lay down a code of conduct, based on the recommendation of the Nomination and Remuneration Committee (NRC) at condition No. 6, for the Chairperson of the Board, other board members and Chief Executive Officer of the company;

√

1(7) (b) The code of conduct as determined by the NRC shall be posted on the website of the company including, among others, prudent conduct and behavior; confidentiality; conflict of interest; compliance with laws, rules and regulations; prohibition of insider trading; relationship with environment, employees, customers and suppliers; and independency.

√

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2 Governance of Board of Directors of Subsidiary Company.-

2 (a) Provisions relating to the composition of the Board of the holding company shall be made applicable to the composition of the Board of the subsidiary company

- -

The company has no

subsidiary

2 (b) At least 1 (one) independent director on the Board of the holding company shall be a director on the Board of the subsidiary company;

- -

The company has no

subsidiary

2 (c) The minutes of the Board meeting of the subsidiary company shall be placed for review at the following Board meeting of the holding company;

- -

The company has no

subsidiary

2 (d) The minutes of the respective Board meeting of the holding company shall state that they have reviewed the affairs of the subsidiary company also;

- -

The company has no

subsidiary

2 (e) The Audit Committee of the holding company shall also review the financial statements, in particular the investments made by the subsidiary company.

- -

The company has no

subsidiary

3 Managing Director (MD) or Chief Executive Officer (CEO), Chief Financial Officer (CFO), Head of Internal Audit and Compliance (HIAC) and Company Secretary (CS).

3 (1) Appointment

3 (1) (a) The Board shall appoint a Managing Director (MD) or Chief Executive Officer (CEO), a Company Secretary (CS), a Chief Financial Officer (CFO) and a Head of Internal Audit and Compliance (HIAC);

√

3 (1) (b) The positions of the Managing Director (MD) or Chief Executive Officer (CEO), Company Secretary (CS), Chief Financial Officer (CFO) and Head of Internal Audit and Compliance (HIAC) shall be filled by different individuals;

√

3 (1) (c) The MD or CEO, CS, CFO and HIAC of a listed company shall not hold any executive position in any other company at the same time;

√

3 (1) (d) The Board shall clearly define respective roles, responsibilities and duties of the CFO, the HIAC and the CS;

√

3 (1) (e) The MD or CEO, CS, CFO and HIAC shall not be removed from their position without approval of the Board as well as immediate dissemination to the Commission and stock exchange(s).

√

3 (2) Requirement to attend Board of Directors’ Meetings The MD or CEO, CS, CFO and HIAC of the company shall attend the meetings of the Board: Provided that the CS, CFO and/or the HIAC shall not attend such part of a meeting of the Board which involves consideration of an agenda item relating to their personal matters.

√

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3 (3) Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial Officer (CFO)

3 (3) (a) The MD or CEO and CFO shall certify to the Board that they have reviewed financial statements for the year and that to the best of their knowledge and belief:

√

3 (3) (a) (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; and

√

3 (3) (a) (ii) these statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards and applicable laws;

√

3 (3) (b) The MD or CEO and CFO shall also certify that there are, to the best of knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or in violation of the code of conduct for the company’s Board or its members;

√

3 (3) (c) The certification of the MD or CEO and CFO shall be disclosed in the Annual Report.

√

4 Board of Directors’ Committee.-

4 (i) For ensuring good governance in the company, the Board shall have at least following subcommittees:

4 (ii) (i) Audit Committee; and √

4 (iii) (ii) Nomination and Remuneration Committee. √

5 Audit Committee.-

5(1) Responsibility to the Board of Directors.

5 (1) (a) The company shall have an Audit Committee as a sub-committee of the Board;

√

5 (1) (b) The Audit Committee shall assist the Board in ensuring that the financial statements reflect true and fair view of the state of affairs of the company and in ensuring a good monitoring system within the business;

√

5 (1) (c) The Audit Committee shall be responsible to the Board; the duties of the Audit Committee shall be clearly set forth in writing.

√

5 (2) Constitution of the Audit Committee

5 (2) (a) The Audit Committee shall be composed of at least 3(three) members;

√

5 (2) (b) The Board shall appoint members of the Audit Committee who shall be nonexecutive directors of the company excepting Chairperson of the Board and shall include at least 1 (one) independent director;

√

5 (2) (c) All members of the audit committee should be “financially literate” and at least 1 (one) member shall have accounting or related financial management background and 10 (ten) years of such experience;

√

5 (2) (d) When the term of service of any Committee member expires or there is any circumstance

√

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causing any Committee member to be unable to hold office before expiration of the term of service, thus making the number of the Committee members to be lower than the prescribed number of 3 (three) persons, the Board shall appoint the new Committee member to fill up the vacancy immediately or not later than 1 (one) month from the date of vacancy in the Committee to ensure continuity of the performance of work of the Audit Committee;

5 (2) (e) The company secretary shall act as the secretary of the Committee;

√

5 (2) (f) The quorum of the Audit Committee meeting shall not constitute without at least 1 (one) independent director.

√

5 (3) Chairperson of the Audit Committee

5 (3) (a) The Board shall select 1 (one) member of the Audit Committee to be Chairperson of the Audit Committee, who shall be an independent director;

√

5 (3) (b) In the absence of the Chairperson of the Audit Committee, the remaining members may elect one of themselves as Chairperson for that particular meeting, in that case there shall be no problem of constituting a quorum as required under condition No. 5(4)(b) and the reason of absence of the regular Chairperson shall be duly recorded in the minutes.

√

5 (3) (c) Chairperson of the Audit Committee shall remain present in the Annual General Meeting (AGM): Provided that in absence of Chairperson of the Audit Committee, any other member from the Audit Committee shall be selected to be present in the annual general meeting (AGM) and reason for absence of the Chairperson of the Audit Committee shall be recorded in the minutes of the AGM.

√

5 (4) Meeting of the Audit Committee

5 (4) (a) The Audit Committee shall conduct at least its four meetings in a financial year: Provided that any emergency meeting in addition to regular meeting may be convened at the request of any one of the members of the Committee;

√

5 (4) (b) The quorum of the meeting of the Audit Committee shall be constituted in presence of either two members or two third of the members of the Audit Committee, whichever is higher, where presence of an independent director is a must.

√

5 (5) Role of Audit Committee The Audit Committee shall:-

5 (5) (a) Oversee the financial reporting process; √

5 (5) (b) monitor choice of accounting policies and principles;

√

5 (5) (c) monitor Internal Audit and Compliance process to ensure that it is adequately resourced, including

√

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approval of the Internal Audit and Compliance Plan and review of the Internal Audit and Compliance Report;

5 (5) (d) oversee hiring and performance of external auditors;

√

5 (5) (e) hold meeting with the external or statutory auditors for review of the annual financial statements before submission to the Board for approval or adoption;

√

5 (5) (f) review along with the management, the annual financial statements before submission to the Board for approval;

√

5 (5) (g) review along with the management, the quarterly and half yearly financial statements before submission to the Board for approval;

√

5 (5) (h) review the adequacy of internal audit function; √

5 (5) (i) review the Management’s Discussion and Analysis before disclosing in the Annual Report;

√

5 (5) (j) review statement of all related party transactions submitted by the management;

√

5 (5) (k) review Management Letters or Letter of Internal Control weakness issued by statutory auditors;

√

5 (5) (l) oversee the determination of audit fees based on scope and magnitude, level of expertise deployed and time required for effective audit and evaluate the performance of external auditors; and

√

5 (5) (m) oversee whether the proceeds raised through Initial Public Offering (IPO) or Repeat Public Offering (RPO) or Rights Share Offer have been utilized as per the purposes stated in relevant offer document or prospectus approved by the Commission: Provided that the management shall disclose to the Audit Committee about the uses or applications of the proceeds by major category (capital expenditure, sales and marketing expenses, working capital, etc.), on a quarterly basis, as a part of their quarterly declaration of financial results: Provided further that on an annual basis, the company shall prepare a statement of the proceeds utilized for the purposes other than those stated in the offer document or prospectus for publication in the Annual Report along with the comments of the Audit Committee.

- - N/A

5 (6) Reporting of the Audit Committee

5 (6) (a) Reporting to the Board of Directors

5 (6) (a) (i) The Audit Committee shall report on its activities to the Board.

√

5 (6) (a) (ii) The Audit Committee shall immediately report to the Board on the following findings, if any:-

5 (6) (a) (ii) (a) report on conflicts of interests; - -

No such incidence occurred

5 (6) (a) (ii) (b) suspected or presumed fraud or irregularity or material defect identified in the internal audit and compliance process or in the financial statements;

- -

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5 (6) (a) (ii) (c) suspected infringement of laws, regulatory compliances including securities related laws, rules and regulations; and

- -

5 (6) (a) (ii) (d) any other matter which the Audit Committee deems necessary shall be disclosed to the Board immediately;

- -

5 (6) (b) Reporting to the Authorities If the Audit Committee has reported to the Board about anything which has material impact on the financial condition and results of operation and has discussed with the Board and the management that any rectification is 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 for three times or completion of a period of 6 (six) months from the date of first reporting to the Board, whichever is earlier.

- -

5 (6) (7) Reporting to the Shareholders and General Investors Report on activities carried out by the Audit Committee, including any report made to the Board under condition No. 5(6)(a)(ii) above during the year, shall be signed by the Chairperson of the Audit Committee and disclosed in the annual report of the issuer company.

√

6 Nomination and Remuneration Committee (NRC).-

6 (1) Responsibility to the Board of Directors

6 (1) (a) The company shall have a Nomination and Remuneration Committee (NRC) as a subcommittee of the Board;

√

6 (1) (b) The NRC shall assist the Board in formulation of the nomination criteria or policy for determining qualifications, positive attributes, experiences and independence of directors and top level executive as well as a policy for formal process of considering remuneration of directors, top level executive;

√

6 (1) (c) The Terms of Reference (ToR) of the NRC shall be clearly set forth in writing covering the areas stated at the condition No. 6(5)(b).

√

6 (2) Constitution of the NRC

6 (2) (a) The Committee shall comprise of at least three members including an independent director;

√

6 (2) (b) All members of the Committee shall be non-executive directors;

√

6 (2) (c) Members of the Committee shall be nominated and appointed by the Board;

√

6 (2) (d) The Board shall have authority to remove and appoint any member of the Committee;

√

6 (2) (e) In case of death, resignation, disqualification, or removal of any member of the Committee or in any other cases of vacancies, the board shall fill

√

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the vacancy within 180 (one hundred eighty) days of occurring such vacancy in the Committee;

6 (2) (f) The Chairperson of the Committee may appoint or co-opt any external expert and/or member(s) of staff to the Committee as advisor who shall be non-voting member, if the Chairperson feels that advice or suggestion from such external expert and/or member(s) of staff shall be required or valuable for the Committee;

√

6 (2) (g) The company secretary shall act as the secretary of the Committee;

√

6 (2) (h) The quorum of the NRC meeting shall not constitute without attendance of at least an independent director;

√

6 (2) (i) No member of the NRC shall receive, either directly or indirectly, any remuneration for any advisory or consultancy role or otherwise, other than Director’s fees or honorarium from the company.

√

6 (3) Chairperson of the NRC

6 (3) (a) The Board shall select 1 (one) member of the NRC to be Chairperson of the Committee, who shall be an independent director;

√

6 (3) (b) In the absence of the Chairperson of the NRC, the remaining members may elect one of themselves as Chairperson for that particular meeting, the reason of absence of the regular Chairperson shall be duly recorded in the minutes;

√

6 (3) (c) The Chairperson of the NRC shall attend the annual general meeting (AGM) to answer the queries of the shareholders: Provided that in absence of Chairperson of the NRC, any other member from the NRC shall be selected to be present in the annual general meeting (AGM) for answering the shareholder’s queries and reason for absence of the Chairperson of the NRC shall be recorded in the minutes of the AGM.

√

6 (4) Meeting of the NRC

6 (4) (a) The NRC shall conduct at least one meeting in a financial year;

√

6 (4) (b) The Chairperson of the NRC may convene any emergency meeting upon request by any member of the NRC;

√

6 (4) (c) The quorum of the meeting of the NRC shall be constituted in presence of either two members or two third of the members of the Committee, whichever is higher, where presence of an independent director is must as required under condition No. 6 (2) (h);

√

6 (4) (d) The proceedings of each meeting of the NRC shall duly be recorded in the minutes and such minutes shall be confirmed in the next meeting of the NRC.

√

6 (5) Role of the NRC

6 (5) (a) NRC shall be independent and responsible or accountable to the Board and to the shareholders;

To be

complied

Page: 135

6 (5) (b) NRC shall oversee, among others, the following matters and make report with recommendation to the Board:

6 (5) (b) (i) formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend a policy to the Board, relating to 13 the remuneration of the directors, top level executive, considering the following:

6 (5) (b) (i) (a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate suitable directors to run the company successfully;

6 (5) (b) (i) (b) the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

6 (5) (b) (i) (c) remuneration to directors, top level executive involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;

6 (5) (b) (ii) devising a policy on Board’s diversity taking into consideration age, gender, experience, ethnicity, educational background and nationality;

6 (5) (b) (iii) identifying persons who are qualified to become directors and who may be appointed in top level executive position in accordance with the criteria laid down, and recommend their appointment and removal to the Board;

6 (5) (b) (iv) formulating the criteria for evaluation of performance of independent directors and the Board;

6 (5) (b) (v) identifying the company’s needs for employees at different levels and determine their selection, transfer or replacement and promotion criteria; and

6 (5) (b) (vi) developing, recommending and reviewing annually the company’s human resources and training policies;

6 (5) (c) The company shall disclose the nomination and remuneration policy and the evaluation criteria and activities of NRC during the year at a glance in its annual report.

To be

compline

7 External or Statutory Auditors.-

7 (1) The issuer company shall not engage its external or statutory auditors to perform the following services of the company, namely:-

7 (1) (i) appraisal or valuation services or fairness opinions;

√

7 (1) (ii) financial information systems design and implementation;

√

7 (1) (iii) book-keeping or other services related to the accounting records or financial statements;

√

7 (1) (iv) broker-dealer services; √

7 (1) (v) actuarial services; √

7 (1) (vi) internal audit services or special audit services; √

7 (1) (vii) any service that the Audit Committee determines; √

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7 (1) (viii) audit or certification services on compliance of corporate governance as required under condition No. 9(1); and

√

7 (1) (ix) any other service that creates conflict of interest. √

7 (2) No partner or employees of the external audit firms shall possess any share of the company they audit at least during the tenure of their audit assignment of that company; his or her family members also shall not hold any shares in the said company: Provided that spouse, son, daughter, father, mother, brother, sister, son-in-law and daughter-in-law shall be considered as family members.

√

7 (3) Representative of external or statutory auditors shall remain present in the Shareholders’ Meeting (Annual General Meeting or Extraordinary General Meeting) to answer the queries of the shareholders.

√

8 Maintaining a website by the Company.-

8 (1) The company shall have an official website linked with the website of the stock exchange.

√

The company

has website to be linked after listing

8 (2) The company shall keep the website functional from the date of listing.

√

8 (3) The company shall make available the detailed disclosures on its website as required under the listing regulations of the concerned stock exchange(s).

√

9 Reporting and Compliance of Corporate Governance.-

9 (1) The company shall obtain a certificate from a practicing Professional Accountant or Secretary (Chartered Accountant or Cost and Management Accountant or Chartered Secretary) other than its statutory auditors or audit firm on yearly basis regarding compliance of conditions of Corporate Governance Code of the Commission and shall such certificate shall be disclosed in the Annual Report.

√

9 (2) The professional who will provide the certificate on compliance of this Corporate Governance Code shall be appointed by the shareholders in the annual general meeting.

√

9 (3) The directors of the company shall state, in accordance with the Annexure-C attached, in the directors’ report whether the company has complied with these conditions or not.

√

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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. In accordance with the currently accepted Best Practice and Corporate Governance Guidelines adopted by Bangladesh Securities and Exchange Commission (BSEC), the Board appointed Audit Committee and remuneration committee comprises of the following: Audit Committee Members Name

Sl. No. Name & Position

1 Mohammad Shaheenul Islam (Independent Director), Chairman of the committee;

2 Jannatul Ferdous Mim, Director (Representative of Sabila Sea Foods Limited)

3 Md. Maruful Islam Turan, Director (Representative of IBP Agrovet Limited)

* The Company Secretary shall act as the secretary of the Committee.

Nomination and Remuneration Committee Members Name

Sl. No. Name & Position

1 Mohammad Shaheenul Islam (Independent Director), Chairman of the committee;

2 Mrs. Aysha Siddika, Chairman;

3 Jannatul Ferdous Mim, Director (Representative of Sabila Sea Foods Limited)

* The Company Secretary shall act as the secretary of the Committee. The terms of reference of the audit committee has been agreed upon as follows:

▪ To review all internal and external audit report.

▪ To recommend the statutory annual audited financial statements to the Board of Directors for approval.

▪ To review the finding of the internal and external auditors.

▪ To review and approve the Annual “Audit Plan” of the Internal Audit Department.

▪ To monitor the implementation of the recommendations of the Internal and External auditors.

▪ To review the performance of the external auditors and make recommendations to the Board regarding their appointment and fees.

▪ To review the quarterly, half yearly and annual financial statements before submission to the Board, focusing particularly on.

▪ To review the company’s statement on internal control systems prior to endorsement by the Board.

▪ The company secretary shall be the secretary of the audit committee. 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.

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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 (Imperial Capital Limited, EBL Investments Limited & CAPM Advisory Limited) on the basis of the financial and all other information pertinent to the Issue. Qualitative and Quantitative factors for Valuation: Qualitative Justification:

1. Strong Management: The Company has good management to run the company efficiently. 2. Product line variety: The Company’s product line has variety. The Company sells different line

of product 3. Modern Machineries: The Company has been using modern machineries that smooth its

operation. 4. Technology: The Company has latest tools and technologies to support production. 5. Dedicated Workforce: The Company has dedicated human resources.

Quantitative Justification: The issue price at Tk. 10.00 each is justified as details below:

Particulars Amount (in Tk.)

Method 1: Net Asset Value (NAV) per share/Equity based valuation 13.32

Method 2: Historical Earnings based valuation 13.64

Method 3: Average market price of similar stock-based valuation 1,591.98

Method 1: Share price on Net Asset Value (NAV)/Equity based valuation

Sl. No. Particulars Amount (in Tk.)

a) Share Capital 500,000,000

b) Retained Earnings 166,163,781

Total Shareholders' Equity (A) 666,163,781

Number of Share Outstanding as on June 30, 2018 (B) 50,000,000

Net Asset Value per share (without revaluation reserve) as per Audit Report as on June 30, 2018 (A/B)

13.32

Method 2: Historical Earnings based value per share Earnings based Value per share based on Overall Market P/E

Year No. of Share Net Profit after

Tax Weight (%)

Weighted Average Net Profit after Tax

30-Jun-15 22,000,000 28,841,416 0.1897 5,469,924

30-Jun-16 22,000,000 30,804,747 0.1897 5,842,280

30-Jun-17 22,000,000 53,479,268 0.1897 10,142,620

30-Jun-18 50,000,000 53,038,350 0.4310 22,861,358

Total 116,000,000 166,163,780 1.0000 44,316,181

Weighted Average Net Profit after Tax 44,316,181

No. of shares outstanding before IPO 50,000,000

Diluted EPS based on weighted Average of Net Profit after Tax 0.8863

Market PE (Considering Lesser P/E of 15.39 & 22.27 is 15.39) 15.39

Earnings based Value per share 13.64

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Calculation of Average Price Earnings of Market & Miscellaneous Sector: Particulars Nov-18 Dec-18 Jan-19 Average

Overall Market P/E 14.61 15.19 16.38 15.39

Miscellaneous Sector P/E 27.87 25.78 28.15 27.27

Considering Lesser P/E of 15.39 & 22.27 is 15.39 Source: DSE Monthly Review.

Method 3: Average market price of similar stock based valuation Month end close price

Sl. Date Berger Paints Bangladesh Limited

1 29-Mar-18 2,107.50

2 30-Apr-18 2,073.00

3 31-May-18 2,508.30

4 28-Jun-18 1,363.30

5 31-Jul-18 1,266.20

6 30-Aug-18 1,268.20

7 30-Sep-18 1,250.60

8 31-Oct-18 1,228.40

9 29-Nov-18 1,387.70

10 27-Dec-18 1,344.10

11 31-Jan-19 1,471.70

12 27-Feb-19 1,834.70

Average Price 1,591.98

Source: DSE Monthly Review. Average market price of similar stock based valuation (Assumption) 1. The average month end close price of the peer Company from March 2018 to February 2019 is considered.

Rationale for choosing Berger Paints Bangladesh Limited: Only Berger Paints Bangladesh Limited produces paints that’s why BDPL choose this company. The management of the Company in consultation with the Issue Managers has set the issue price at Tk. 10.00 each at par value. Sd/- Md. Salauddin Sikder FCMA CEO & Managing Director Imperial Capital Limited



Sd/- Tania Sharmin


CHAPTER (XVI): DEBT SECURITIES The Company has not issued or is planning to issue any debt security within six months.

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CHAPTER (XVII): PARTIES INVOLVED AND THEIR RESPONSIBILITIES

Parties involve with BDPL Responsibilities

(a) Issue Manager(s) (1) Imperial Capital Limited; (2) EBL Investments Limited & (3) CAPM Advisory Limited.

The Issue Managers will act as the managers to the issue for the public issue as described in the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 as amended upto July 6, 2017.

(b) Underwriters

(1) NBL Capital and Equity Management Limited; (2) BLI Capital Limited & (3) Asian Tiger Capital Partners Investments

Limited.

The Underwriters will act as the underwriters to the public issue as described in the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 as amended upto July 6, 2017.

(c) Statutory Auditors Mahfel Huq & Co. Chartered Accountants

To express an opinion on these financial statements based on their audit. Auditor will conduct the audit in accordance with Bangladesh Standards on Auditing (BSA).

(d) Cost Auditor No N/A

(e) Valuer No N/A

(f) Credit Rating Company No N/A

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CHAPTER (XVIII): MATERIAL CONTRACTS (a) Major agreements entered into by the Issuer:

The following are material agreements have been entered into by the Company:

1. Underwriting Agreements between the Company and the Underwriters; i. NBL Capital and Equity Management Limited; ii. BLI Capital Limited & iii. Asian Tiger Capital Partners Investments Limited.

2. Issue Management Agreement between the Company and; i. Imperial Capital Limited; ii. EBL Investments Limited & iii. CAPM Advisory Limited.

(b) Material parts of the agreements:

Underwriting agreements with:

i. NBL Capital and Equity Management Limited; ii. BLI Capital Limited & iii. Asian Tiger Capital Partners Investments Limited.

Material parts of the agreements

Signing Date: With NBL Capital and Equity Management Limited; BLI Capital Limited & Asian Tiger Capital Partners Investments Limited: September 04, 2018

Tenure: This Agreement shall be valid until completion of subscription of shares and unless this Agreement is extended or earlier terminated in accordance with the terms of this Agreement.

Principal Terms

and Condition:

(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 un-subscribed securities shall be taken up by the underwriters.

(iii) Notwithstanding anything contained in the agreement in case of inconsistency between the provision of the agreement and the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, the Public Issue Rules shall prevail.

(iv) Prior to publication of the prospectus, the Company shall have obtained consent from the Bangladesh Securities and Exchange Commission permitting the issue as described in Article 2.01 and providing for payment of underwriting commission 0.40% 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 within the stipulated time, the Company/Issuer will be under no obligation to pay any underwriting commission under this Agreement.

Page: 142

Issue Management Agreements with: i. Imperial Capital Limited; ii. EBL Investments Limited & iii. CAPM Advisory Limited.

Material parts of the agreements

Signing Date: With Imperial Capital Limited, EBL Investments Limited & CAPM Advisory Limited: July 04, 2018

Tenure: This Agreement shall be valid until completion of subscription of shares and unless this Agreement is extended or earlier terminated in accordance with the terms of this Agreement

Principal Terms and Condition:

(i) According to Article 2.2; the scope of the services to be rendered by the ISSUE MANAGER to the ISSUER under this agreement shall cover Regulatory Compliance, Underwriting Co-operation and after consent tasks.

(ii) According to Article 2.3; The ISSUE MANAGER takes the responsibility to

take such steps as are necessary to ensure completion of allotment and dispatch of letters of allotment and refund warrants to the applicants according to the basis of allotment approved by the Bangladesh Securities and Exchange Commission. The ISSUER undertakes to bear all expenses relevant to share application processing, allotment, and dispatch of letters of allotment and refund warrant. The ISSUER shall also bear all expenses related to printing and issuance of share certificate and connected govt. stamps and hologram expenses.

(iii) According to Article 3.1; without prejudice ISSUER hereby declares that it

agrees to comply with all statutory formalities under Companies Act, Guidelines issued by Bangladesh Securities and Exchange Commission and other relevant status to enable it to make the issue.

(iv) According to Article 6.1; The ISSUE MANAGER hereby undertakes to keep

in strict compliance all information (whether written or oral) proprietary documents and data secured in connection with or as a result of this Agreement (Confidential Information) and shall limit the availability of such information to employees, who have a need to see and use it for the express and limited purpose stated in this Agreement.

(v) According to Article 8.1; The Issuer and ISSUE MANAGER shall ensure

compliance of the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, The Listing Regulations of Stock Exchanges, The Companies Act, 1994, the Securities and Exchange (Amendment) Act, 2012 and other relevant rules, regulations, practices, directives, guidelines etc.

(c) Fees payable to different parties

Sl. Name of the Parties Role Fees Payable

1

NBL Capital and Equity Management Limited

Underwriters 0.50% on 35% of the Total IPO amount (i.e. Tk. 350,000.00)

BLI Capital Limited

Asian Tiger Capital Partners Investments Limited

2

Imperial Capital Limited Issue

Manager 2.00% of the public offer amount



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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 mentioned below;

(i) Litigation involving Civil Laws (ii) Litigation involving Criminal Laws (iii) Litigation involving Securities, Finance and Economic Laws (iv) Litigation involving Labor Laws (v) Litigation involving Taxation (Income tax, VAT, Customs Duty and any other taxes or duties) (vi) Litigation involving any other Laws

(b) Cases including outstanding litigations filed by the Company or any of its directors:

There is no case including outstanding cases filed by the issuer or any of its directors to any of the following types of legal proceedings mentioned below;

(i) Litigation involving Civil Laws: No cases filed by the company or any of its directors. (ii) Litigation involving Criminal Laws: No cases filed by the company or any of its directors. (iii) Litigation involving Securities, Finance and Economic Laws: No cases filed by the company

or any of its directors. (iv) Litigation involving Labor Laws: No cases filed by the company or any of its directors. (v) Litigation involving Taxation (Income tax, VAT, Customs Duty and any other taxes or

duties): No cases filed by the company or any of its directors. (vi) Litigation involving any other Laws: No cases filed by the company or any of its directors.

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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 BD Paints Limited (BDPL) is involved in manufacturing and marketing of different kind of paints, there is no such credit risk. Regarding credit sales, company tries to ensure credit policy so that operating cycle can be efficient comparing to other competitors.

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: Finance is an arts and science of managing fund so that it can manage working capital in efficient way. BD Paints Limited (BDPL) is also doing its level best to manage working capital management in efficient way to maintain liquidity risk. Management is dealing with accounts payable, inventory and accounts receivable efficiently.

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. Management Perception: BD Paints Limited (BDPL) has no subsidiary, associate and joint venture.

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: The Management is always keen to find out new buyers which boost up the sales. The company generates revenues from selling different kinds of paints products across the country through its dealers. Hence, the company is not dependent on any particular or limited number of customers to operate the business.

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: In business, having many suppliers of raw materials helps to get competitive advantage of cheaper price of raw materials. Because, having many suppliers help to bargain with suppliers over price. In addition, having many suppliers help to maintain doing business efficiently. As we hold the views, we are not dependent on a single or few suppliers. We have many suppliers from different countries that we have also mentioned in the prospectus.

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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: We do not have any sister concerns and associate or subsidiary.

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 risk is the going concern risk for the entity.

Management Perception: We have been operating our business efficiently. We do not have any negative earning and negative cash flow from operation.

h) Loss making associate/subsidiary/group companies of the issuer: When associate/ subsidiary/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 any associate, subsidiary or group of 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.

Management Perception: Sales is one of the key indicators of success of a business if there is good margin of profit. BD Paints Limited (BDPL) has been generating sales growth efficiently.

j) Decline in value of any investment: If investment value decline, it will reduce the profit and

assets as well.

Management Perception: BD Paints Ltd. do not have any investment.

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 machineries that are used for BD Paints Ltd. are new machineries.

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. If 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 loans are taken from directors, it will have an impact on the cash flow to pay off the loan to the Directors. Management Perception: There is no as such loan given to related party or loan taken from directors.

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: There is no potential conflict of Interest as we do not have any venture which is in the same line of activity.

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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.

o) Any restrictive covenants in any shareholders' agreement, sponsors' agreement or any

agreement for debt or preference shares or any restrictive covenants of banks in respect of the loan/ credit limit and other banking facilities: All information must be known to the potential investor so that investor’s interest may not be hampered in future. So, any restrictive covenants, if it goes against potential investors, will make investors in jeopardy.

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.

p) Business operations may be adversely affected by strikes, work stoppages or increase in

wage demands by employees: In such case, company’s business operation will be hampered. Management Perception: Different kind of strikes are not new in Bangladesh for long time and our business industries are used to dealing with this phenomenon. In relation to wages, we provide competitive wages among the competitors of us.

q) Seasonality of the business of the issuer: It is the risk involving that company is not doing

business round the year. Management Perception: BD Paints Ltd. manufactures and sells different kind of Paints. The company sells paints products round the years.

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: The Company does 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: Company is not dependence on any excessive debt financing and there is no long-term debt as well.

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 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. The company also has well placed organogram in our company. Hence, any change in the key management can be replaced with other persons.

u) Enforcement of contingent liabilities which may adversely affect financial condition: It is the future burden of liabilities that the investors will take on their shoulders. Contingent liabilities reduced the assets or create obligation to pay the liabilities.

Management Perception: We do not have any contingent liabilities which may adversely affect financial condition.

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v) Insurance coverage not adequately protect against certain risks of damages: Insurance ensures and protects to deal with uncertainty of future material loss/damage. So, insurance coverage is important for the business.

Management Perception: We have fire insurance is in place.

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 running the business, there will be negative impact on business and share price as well. Management Perception: Our directors are involved in the business for long time and they will continue the business 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: The Company has been earning profit and a profitable entity. We are in belief that we will be able to pay dividend from our 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 paints business for around five years. There was no non-operation history of the company. The company has employed experienced people to run the business under good leadership in the board.

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: There is no as such risk as we are not engaged in any new type of business.

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.

Management Perception: BD Paints Ltd. is a profitable entity and business growth will continue in the long run. 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: It creates a negative impression on the issuer. Management Perception: There are no as such issues arisen in the history of our company.

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: No, we did not have any litigation relating to Tax, VAT or other government claims against of our company.

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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: Company’s registered office and factory is situated at Plot # 17, 22, BSCIC Industrial Area, Kawnia, Barisal. Registered and factory officer is owned by the company. Corporate office is at Plot-117/3, Sataish, Noyabari Road, 27, Tongi, Gazipur, which is rented.

ee) Lack of renewal of existing regulatory permissions/ 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. Management Perception: There is no incident of failure in holding AGM or declaring dividend or payment of interest by the issuers.

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: BD Paints Limited (BDPL) 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.

(ii) External risk factors may include among others:

a) Interest Rate Risks: When interest rate fluctuates, it causes interest risk. Companies who have debt financing are exposed to this risk highly.

Management Perception: In our country, right now, government is in effort to reduce interest rate in single digit so that business can thrive. As for BD Paints Ltd, the Company does not have any long-term debt financing. Hence, BD Paints Ltd. is not vulnerable to Interest rate risk.

b) Exchange Rate Risks: Foreign exchange 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. Management Perception: In the context of Bangladesh Garments and Textiles Industries is the driving force of economy. Bangladesh is the second largest apparel exporter in the world after China. Bangladesh exported garment items worth around $28 billion in 2017-18 fiscal year. Hence, in order to protect exchange risk, Bangladesh Bank, for over the years, has done tremendous job to keep the exchange rate stable. Moreover, macro-economic variable which is beyond our control and exchange risk is adjusted with price.

http://www.investopedia.com/terms/c/currency-exchange.asp

http://www.investopedia.com/terms/c/currency-exchange.asp

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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: BD Paints Limited is aware of the above fact. Industry risk is inherent in any kind of business. At the moment industry is favoring for operating business.

d) Economic and Political 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 enjoying 7% economic growth and expected economic growth by the government is 7.5%. As a result, huge development work is underway by the govt. Hence, huge expensive infrastructure has been under construction that will create employment and per capita income is going up as well. As economy is expanding, so is our business viability and profitability.

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 activities in the country.

e) Market and Technology-related Risks;

Market risks: BD Paints Limited is operating in a free market economy regime. The company might have to face stiff competition from its competitors.

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: Because of nature of the business BD Paints Limited applies the latest technology to deal with its operation. If it is does not uses latest technology, it will not be able to cope with the competitors.

f) Potential or existing government regulations: Potential or existing Govt. regulations may hamper the smooth operation of the industry.

Management perception: The Company is 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: Statutory

clearance and approval is imperative for any business to start off. There are many statutory

Page: 150

clearances and approvals need from the regulatory authority in order to be monitored, controlled and guided.

Management Perception: BD Paints Limited has been running its business for around five years. The company has collected all the statutory clearance to operate the business. Hence, there are no as such risks for the Company.

i) Competitive condition of the business: BD Paints Limited (BDPL) is operating in a free market

economy. The company has to face stiff competition from its competitors.

Management Perception: BD Paints Limited (BDPL) has been in the market over the years. The Company is doing well to be competitive with competitors. Hence, there is always check and balance existed among the rivalry companies.

j) Complementary and supplementary products/services which may have an impact on

business of the issuer: Complementary goods or services that are used in conjunction with another goods or services. Usually, the complementary goods have no value when consumed alone, but when combined with another good or service, it adds to the overall value of the offering. A product can be considered a complement when it shares a beneficial relationship with another product offering. Supplementary goods are two goods that are used together. For example, if we have a car, we also need petrol to run the car. Supplementary goods have a negative cross elasticity of demand. For instance, when price of petrol goes up, demand for petrol and cars goes down.

Management Perception: The Company has not faced any challenges relating to supplementary and complementary products and Management are concerned with the issue. In future, if necessary, management may diversify the product to be competitive over the competitors.

(iii) Other risk factors:

a) Risk related to establishment of all physical structures of the Company on a leased land:

Management Perception: The Company has got leased land in Bangladesh Small and Cottage Industries Corporation (BSCIC) for 99 years. It is government lease and it is renewable. As a result, Management is of the belief that the risk related to establishment of physical structure on leased land in BSCIC is very low.

b) Risk related to short operational history:

Management Perception: The Company is in operation for 4 years. Since the operation of the Company is a profitable entity and grasping the market share as well. As a result, there is sales growth over the years and profit and as well.

c) Risk related to large capital based but low earning based company:

Management Perception: The Company has raised capital of Tk. 28.00 Crore on 24/05/2018. Hence, capital has been larger than earlier. However, capital has been utilized subsequently after 24 May, 2018. Management is of the belief that the earning level will be increased subsequently in the coming years.

d) Risk related to use of IPO proceeds:

Management Perception: The Company is expanding its operation in order to enhance product lines for which the Company needs new machineries and to build civil construction as well. As a result, management believes that there is no risk to use of IPO proceeds within time frame.

e) Risk related to non settlement of Tax of any year of the Company through tax assessment order:

Management Perception: The Company submitted tax return and assessment has been completed on 27/02/2019 for the years 2015 and 2016. Advance income tax has been paid Tk. 1,67,12,494. The Company shall settle the tax soon.

Page: 151

CHAPTER (XXI): DESCRIPTION OF THE ISSUE

(a) Issue Size: Tk. 200,000,000.00 (b) Number of securities to be issued;

The Company will offer 20,000,000 Ordinary Shares, of these 20,000,000 ordinary shares 40% (i.e. 8,000,000 Ordinary Shares) are reserved for Eligible Investor (EI) excluding mutual funds and CIS and 10% (i.e. 2,000,000 Ordinary Shares) are reserved for Mutual Funds and CIS and 40% (i.e. 8,000,000 Ordinary Shares) to General Public excluding NRB and ¶wZMÖ¯’ ¶z`ª wewb‡qvMKvix and

remaining 10% (i.e. 2,000,000 Ordinary Shares) are reserved for NRB.

(c) Authorized capital and paid-up capital;

Particular Amount in Tk.

Authorized Capital 100,000,000 Ordinary Share of Tk.10.00 each 1,000,000,000.00

Issued, Subscribed and Paid up Capital Before IPO 50,000,000 Ordinary Shares of Taka 10.00 each 500,000,000.00

Initial Public Offering through Fixed Price Method 20,000,000 Ordinary Shares of Taka 10.00 each 200,000,000.00

Post IPO Paid up Capital 700,000,000.00

(d) Face value, premium and offer price per unit of securities;

Face value per Share Tk. 10.00 each

Premium -

Offer Price per Share Tk. 10.00 each

(e) Number of securities to be entitled for each category of applicants;

Category Particular Number of

Shares Issue Price per Share

Amount in Tk.

Eligible Investors (EIs)

40% of IPO i.e. 8,000,000 Ordinary Shares shall be reserved for Eligible Investor (EI) excluding mutual funds and CIS

8,000,000

10.00

80,000,000

10% of IPO i.e. 2,000,000 Ordinary Shares shall be reserved for Mutual Funds and CIS

2,000,000 20,000,000

General Public (GP)

40% of IPO i.e. 8,000,000 Ordinary Shares shall be reserved for General Public (GP) including affected small investors (¶wZMÖ¯’ ¶z`ª

wewb‡qvMKvix)

8,000,000 80,000,000

10% of IPO i.e. 2,000,000 Ordinary Shares shall be reserved for Non-Resident Bangladeshis (NRB)

2,000,000 20,000,000

Total 20,000,000 200,000,000

Page: 152

(f) Holding structure of different classes of securities before and after the issue;

Sl. No.

Category of Shareholders

No. of Ordinary Shares Hold

Percentage of Holding

Pre-IPO Post-IPO Pre-IPO Post-IPO

1 Director & Sponsor 23,252,000 23,252,000 46.50% 33.22%

2 Institutional 1,512,000 9,512,000 3.02% 13.59%

3 Mutual Funds and CIS - 2,000,000 0.00% 2.86%

4 Individual 25,236,000 33,236,000 50.47% 47.48%

5 Non Resident Bangladeshis (NRBs) - 2,000,000 0.00% 2.86%

Total 50,000,000 70,000,000 100.00% 100.00%

(g) Objective of the issue including financing requirements and feasibility in respect of enhanced

paid-up capital.

Proceeds from Initial Public Offering (IPO) will be used for acquisition of machinery & equipment, construction of building & other civil works and for IPO Expenses.

Use of Proceeds under:

The feasibility report in respect enhances paid up capital as prepared by Kanchi Lal Das, M.Com, FCA, Managing Partner, AHMAD & AKHTAR, Chartered Accountants is enclosed below:

Sl. Particulars Amount in Tk.

1 Acquisition of machinery and equipment 107,675,248

2 Construction of building & other civil works 73,624,752

3 IPO Expenses 18,700,000

Total 200,000,000

Page: 153

Feasibility in respect of enhanced paid-up capital:

Statement of Financial Position (Projected) Amount in Taka

Particulars

Amount in Taka

Audited Projected

30-Jun-18 30-Jun-19 30-Jun-20 30-Jun-21

ASSETS


Property, Plant & Equipment 417,879,624 441,559,518 599,226,729 655,926,038 Capital Work in Progress - 19,000,000 106,652,970 102,010,000

Current Assets 365,888,160 400,710,197 523,795,661 683,275,373

Inventories 112,672,720 119,600,564 127,142,272 146,401,004 Trade and Other Receivables 115,424,278 162,053,819 228,552,922 282,123,255 Advances, Deposits & Prepayments 33,892,123 53,523,332 94,311,369 170,631,543 Cash and Cash Equivalents 103,899,039 65,532,483 73,789,097 84,119,571

Total Assets 783,767,784 861,269,715 1,229,675,360 1,441,211,411


Shareholders Equity 666,163,781 745,033,334 1,101,890,916 1,280,438,829

Share Capital 500,000,000 500,000,000 700,000,000 700,000,000 Retained Earnings 166,163,781 245,033,334 401,890,916 580,438,829


Deferred Tax Liability 39,941,716 56,082,242 56,574,047 70,854,318


Trade and Other Payables 20,101,322 23,518,547 26,340,773 26,735,885 Provision for WPPF 4,079,873 6,066,889 9,388,939 11,903,194 Liabilities for Expenses 3,950,003 4,241,008 5,051,293 6,043,483 Provision for Income Tax 49,531,089 26,327,696 30,429,392 45,235,699

Total Equity and Liabilities 783,767,784 861,269,715 1,229,675,360 1,441,211,411

Net Asset Value (NAV) Per Share 13.32 14.90 15.74 18.29

Page: 154

Statement of Comprehensive Income (Projected)

Amount in Taka

Particulars

Amount in Taka

Audited Projected

1-Jul-2017 to

30-Jun-2018

1-Jul-2018 to

30-Jun-2019

1-Jul-2019 to

30-Jun-2020

1-Jul-2020 to

30-Jun-2021

Sales Revenue 339,342,101 441,144,731 635,248,413 736,888,159 Less: Cost of Goods Sold 206,612,618 264,988,669 368,793,342 427,475,111

Gross Profit 132,729,483 176,156,062 266,455,071 309,413,048

Less: Operating Expenses 47,870,752 51,866,321 72,320,784 62,161,154

Administrative Expenses 29,849,604 32,075,885 52,348,544 37,819,740 Selling & distribution Expenses 18,021,148 19,790,436 19,972,240 24,341,414

Operating Income 84,858,731 124,289,741 194,134,287 247,251,893 Other non-operating income / (loss) 818,604 3,114,923 3,033,431 2,715,185

Profit before Contribution to WPPF & Welfare Fund

85,677,335 127,404,663 197,167,718 249,967,078

Less: Contribution to WPPF & Welfare Fund

4,079,873 6,066,889 9,388,939 11,903,194

Profit before Tax 81,597,462 121,337,775 187,778,779 238,063,884 Less: Income Tax Expenses 28,559,112 42,468,221 46,944,695 59,515,971

Current Tax 6,595,379 26,327,696 30,429,392 45,235,699 Deferred Tax 21,963,733 16,140,526 16,515,303 14,280,272


Earnings Per Share 2.13 1.58 2.01 2.55

• Dividend is not considered

Page: 155

The assumptions for these projections are as follows: (Each year calculation is made comparing with respective previous year)

The projected financial statement has been prepared on underlying assumption

Assumption indicator

Assumption's Basis Assumptions Years

30-Jun-19 30-Jun-20 30-Jun-21

Capacity Increase

Capacity will be increased as new machineries will be introduced.

12% 28% 7%

Capacity Utilization

Capacity utilization will be increased for new machinery installation and efficient use of machinery.

65%-70% 71%-75% 75%-80%

Sales Revenue Increase

Sales will be increased for qualitative products by the increase of sales volume and unit price.

30.00% 44.00% 16.00%

Operating Expenses Increase/ (Decrease)

Operating expenses will be increased due to increase of production and sales. IPO expense will lead to the higher increase of Operating expenses in the year 2020. Expenses will be reduced in the year 2021 because of no IPO Expense in the year.

8.35% 43.14% -10.32%

Property, Plant and Equipment

Addition

Property, Plant and Equipment will be increased in every year for the purpose of production increase.

43,916,000 180,305,245 86,703,870

Paid up Capital Increase

Paid up Capital will be increased by Tk. 200,000,000 through IPO in FY 2019-2020.

- 200,000,000 -

Dividend Dividend is not considered here as the decision is not predetermined.

- - -

Page: 156

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; Proceeds from Initial Public Offering (IPO) will be used for acquisition of machinery & equipment, construction of building & other civil works and for IPO Expenses.

Use of Proceeds under:




3 IPO Expenses (Detailed breakdown of IPO expenses in page number 75-76) 18,700,000

Total 200,000,000

Page: 157

Details of acquisition of machinery and equipment:

SI. Name of Machineries with description Name of Supplier Model Country of

Origin Qty

(Nos.) Unit Price

(USD) Total Price

(USD) Exchange

Rate Total Price

(BDT)

1

Variable Speed Mixer Machine for Coating, Paint, Resin, Pigment Model No.: Rfd-Series, Speed: 0~1450rpm, Moter Power: 1.5~132kw, Voltage: 220V/380V/440V/460V,50Hz/60Hz,3 Phase, Export Markets: Global, Speed Adjustment: Variable Speed Contorl


RFD-series

China 4 32,000.00 128,000.00

83.79

10,725,120

2

Platform High-Speed Dissolver Machine for Producing Coating (Mixer Type: Agitator, Working: High Speed Mixer, Stirring Type: High/Low Speed Mixing, Blender, Application: Liquid with Suspended Solids, Viscous Fluid, Liquid, Application Area: Paint, Coating, Resin, Inks, Pigment, Chemicals, Layout Type: Verticle)


RFD-series

China 2 46,500.00 93,000.00 7,792,470

3 Automatic Paint Roller Frame Making Machine

Dongguan Xinsheng Hardware Machinery Co., Ltd.

GT-PR-8R

China 4 35,000.00 140,000.00 11,730,600

4

Automatic Paint Filling Machine (Electronic PLC Based Filling Machine, highly efficient machine with elegant look, multi functional, multi featured machine meets the GMP requirements, computer base circuitry)

FILSILPEK Solutions Pvt. Ltd.

- India 2 35,000.00 70,000.00 5,865,300

5

Automatic Paint Filling Machine with Lid Pressing (Piston Filler, Line Speed, Conveyor Size, Lid Pressing, Control Panel, Air Consumption & Power Requirement)

K & R International - India 2 42,500.00 85,000 7,122,150












Page: 158

6

Complete Paint Making Machine Paint Mixing Machine (Mixer Type: Homogenizer, Working: High Speed Mixer, Stirring Type: Diving, Application: Liquid with Suspended Solids, Powder, Liquid, Certification: CE, ISO, GOST, Application Area: Paint)

Qingdao Shindah Machinery Co., Ltd.

All sizes

China 2 50,500.00 101,000.00 8,462,790

7 High Speed Atrator Machine Nipa Engineering - Bangladesh 5 4,500,000 22,500,000 22,500,000

8 High Speed Mixture Machine Nipa Engineering - Bangladesh 5 5,100,000 25,500,000 25,500,000 Total Price 99,698,429 Local Cost of Duty, port charges, C&F, Insurance on Import Machinery (51,698,430) 15% 7,754,765 Transportation, Installation, etc. 222,054

Grand Total: (Total cost for imported Machinery & Local Machinery) 107,675,248



Page: 159

Details of construction of building & other civil works:

Particular Amount in Taka

(A) 4-Storied Packaging Store (1,250 sft. per floor) 17,013,128

(B) 4-Storied Production Store (3,232.79 sft. per floor) 43,011,974

(C) 4-Storied Finished Goods Store (1,250 sft. per floor) 13,599,650

Total 73,624,752

(A) 4-Storied Packaging Store (1,250 sft. per floor)


Up to Grade Beam & Others 1,214,140

Ground Floor 3,949,747

1st Floor 3,949,747

2nd Floor 3,949,747

3rd Floor 3,949,747

Total 17,013,128

(A) (i) Up to Grade Beam & Others Amount in Taka

1 Drawings including elevation and section of building layoot plan of column beam, Brick wall, toilet, Partition, Stair case, windows, doors etc.-

25,000

2 Foundation Work 162,800

3 Base Casting work (15 nos, Size-6'x6') 306,700

4 Short column (15nos.4'-0" Hight, 12"X12") 66,340

5 Grade Beam (12"X12", 275sft,) 166,300

6 Others

6.1 Safety tank 130,000

6.2 Reserved Tank 110,000

6.3 Gate Collapsible 250,000 Total 1,217,140

7 Ground Floor 3,946,747

8 1st Floor 3,949,747

9 2nd Floor 3,949,747

10 3rd Floor 3,949,747 Packaging Stone Grand Total 17,013,128

Page: 160

SL. No. (A) (i) Up to Grade Beam & Others

1 Drawings including elevation and section of building layoot plan of column beam, Brick wall, Toilet, Partition, Stair case, windows, doors etc.-

25,000

Total 25,000

2 Foundation Work

Iteams Unit Qty Materias Cost Labor Cost

Amount in Taka

Rate Tk. Rate Tk.

Earth Catting cft. 3,240 - - 14 45,360 45,360

12" Sand Filling (Sythet) cft. 600 52 31,200 10 6,000 37,200

3" Brick Solling sft. 600 48 28,800 12 7,200 36,000

33" CC cft. 140 - - 14 1,960 1,960

Cement HolCem Bag 28 480 13,440 - - 13,440

Sylhet Sand cft. 70 52 3,640 - - 3,640

3/4" Stone Chips cft. 140 180 25,200 - - 25,200 162,800 3 Base Casting work (15 nos, Size-6'x6')

Items Unit Qty Materials Cost Labor Cost

Amount in Taka

Rate Tk. Rate Tk.

Rebar 16 mm Kg. 1,225 72 88,200 - - 88,200

3/4 " Stone Chips cft. 675 180 121,500 - - 121,500


Sylhet Sand cft. 350 52 18,200 - - 18,200

Labor cft. - - - - 14,000 14,000 306,700 4 Short column (15nos.4'-0" Hight, 12"X12")


Amount in Taka

Rate Tk. Rate Tk.

Rebar 16 mm Kg. 550 72 39,600 - - 39,600

3/4 Stone Chips cft. 70 180 12,600 - - 12,600


Sylhet Sand cft. 35 52 1,820 - - 1,820

Labor cft. - - - - 5,600 5,600 66,340

Page: 161

5 Grade Beam (12"X12", 275sft,)


Amount in Taka

Rate Tk. Rate Tk.

Rebar 16 mm Kg. 800 72 57,600 - - 57,600

3/4 Stone Chips cft. 275 180 49,500 - - 49,500


Sylhet Sand cft. 150 52 7,800 - - 7,800

Labor cft. - - - - 25,000 25,000 166,300

6 Others

6.1 Safety tank


Amount in Taka Rate Tk. Rate Tk.

70 User (15000 ltr.) RCC - 1 - 130,000 - - 130,000 130,000

6.2 Reserved Tank



7000 ltr. RCC. - 1 - 110,000 - - 110,000 110,000

6.3 Gate Collapsible



M.S. Iron (Double) 5mm - 2 - 250,000 - - 250,000 250,000

7 Ground Floor

7.1 Steel Column (15 nos, Size 8"X18" T=25 mm) 1,061,990

7.2 3" Angle (1792rft) 611,040

7.3 RCC Roof Floor 1250 sft. 429,000

7.4 Partition Wall, 1814 sft, T=125 mm 161,002

7.5 Plaster, 3628 sft, 95,620

7.6 Floor, 1250 sft, T-150mm 298,200

7.7 Electrics Work 1250 sft. 150,000

7.8 Plumbing work 1250 sft. 351,750

7.9 Thai Aluminum Work 326,915

Page: 162

7.10 Tiles Work 1250 sft. 232,030

7.11 Color 150,000

7.12 Grill Work 79,200 3,946,747

7.1 Steel Column (15 nos, Size 8"X18" T=25 mm)


Amount in Taka Rate Tk. Rate Tk. Steel Column (250 rft) Kg. 2,110 195 411,450 - - 411,450 Nut- Bolt 8" 16mm Dia nos 400 56 22,400 - - 22,400 Steel Beam (275 rft) Kg. 1,860 195 362,700 - - 362,700 Nut- Bolt 8" 16mm Dia nos 340 56 19,040 - - 19,040 Steel Sheet (140sft) Kg. 380 155 58,900 - - 58,900 Labor sft. 1,250 - - 150 187,500 187,500 1,061,990

7.2 3" Angle (1792rft)


Amount in Taka Rate Tk. Rate Tk. Angle (T=8mm) Kg. 2,478 110 272,580 - - 272,580 Steel Sheet (1250sft) T=20mm Kg. 1,300 155 201,500 - - 201,500 Nut- Bolt 4" 16mm Dia nos 840 44 36,960 - - 36,960 Labor sft. 1,250 - - 80 100,000 100,000 611,040

7.3 RCC Roof Floor 1250 sft.


Amount in Taka Rate Tk. Rate Tk. Rebar 12 mm Kg. 1,400 72 100,800 - - 100,800 3/4 " Stone Chips cft 625 180 112,500 - - 112,500 Cement HolCem Bag 125 480 60,000 - - 60,000 Sylhet Sand cft 350 52 18,200 - - 18,200 Labor cft 1,250 - - 110 137,500 137,500 429,000

7.4 Partition Wall, 1814 sft, T=125 mm


Amount in Taka Rate Tk. Rate Tk. No-1 Bricks Nos 7,256 12 87,072 - - 87,072

Page: 163

Cement HolCem Bag 55 480 26,400 - - 26,400 Sand (Tok) cft 450 25 11,250 - - 11,250 Labor sft 1,814 - 20 36,280 36,280 161,002

7.5 Plaster, 3628 sft,


Amount in Taka Rate Tk. Rate Tk. Cement HolCem Bag 65 480 31,200 - - 31,200 Sand (Tok) cft 400 25 10,000 - - 10,000 Labor sft 3,628 - - 15 54,420 54,420 95,620

7.6 Floor, 1250 sft, T-150mm


Amount in Taka Rate Tk. Rate Tk. No-1 Bricks Soling nos. 3,750 12 45,000 - - 45,000 3/4" Stone Chips cft. 625 180 112,500 - - 112,500 Cement HolCem Bag. 125 480 60,000 - - 60,000 Sand (Sylhet) cft. 350 52 18,200 - - 18,200 Labor sft. 1,250 - - 50 62,500 62,500 298,200

7.7 Electrics Work 1250 sft.



Point, Swich, Board, Line etc sft. 1,250 90 112,500 30 37,500 150,000 150,000

7.8 Plumbing work 1250 sft.


Amount in Taka

Rate Tk. Rate Tk.

Plumbing work sft. 1,250 75 93,750 20 25,000 118,750

Sanitary Fittings - - - 233,000 - - 233,000 351,750

7.9 Thai Aluminum Work



Window 22 nos. sft. 660 319 210,540 - - 210,540

Page: 164

Door 7 nos. sft. 245 475 116,375 - - 116,375 326,915

7.10 Tiles Work 1250 sft.


Amount in Taka

Rate Tk. Rate Tk.

Floor Tiles sft. 1,250 130 162,500 25 31,250 193,750

Wall Tiles sft. 264 120 31,680 25 6,600 38,280 232,030

7.11 Color



Color work sft. 1,250 90 112,500 30 37,500 150,000 150,000

7.12 Grill Work



Window 22 nos. sft. 660 120 79,200 - - 79,200 79,200

8 1st Floor


8.2 3" Angle (1792rft) 611,040



8.5 Plaster, 3628 sft, 95,620

8.6 Floor, 1250 sft, T-150mm 298,200




8.10 Tiles Work 1250 sft. 232,030

8.11 Color 150,000

8.12 Grill Work 79,200 3,946,747

Page: 165




8.2 3" Angle (1792rft)








Amount in Taka Rate Tk. Rate Tk. No-1 Bricks nos 7,256 12 87,072 - - 87,072 Cement HolCem Bag 55 480 26,400 - - 26,400 Sand (Tok) cft 450 25 11,250 - - 11,250 Labor sft 1,814 - - 20 36,280 36,280 161,002

Page: 166




8.6 Floor, 1250 sft, T-150mm






Point, Swich, Board, Line etc. sft. 1,250 90 112,500 30 37,500 150,000 150,000



Amount in Taka

Rate Tk. Rate Tk.





Amount in Taka

Rate Tk. Rate Tk.

Window 22 nos. sft. 660 319 210,540 210,540

Door 7 nos. sft. 245 475 116,375 116,375 326,915

Page: 167



Amount in Taka

Rate Tk. Rate Tk.

Floor Tiles sft. 1,250 130 162,500 25 31,250 193,750

Wall Tiles sft. 264 120 31,680 25 6,600 38,280 232,030

8.11 Color



Color work sft. 1,250 90 112,500 30 37,500 150,000 150,000

8.12 Grill Work



Window 22 Nos. sft. 660 120 79,200 - - 79,200 79,200

9 2nd Floor


9.2 3" Angle (1792rft) 611,040



9.5 Plaster, 3628 sft, 95,620

9.6 Floor, 1250 sft, T-150mm 298,200




9.10 Tiles Work 1250 sft. 232,030

9.11 Color 150,000

9.12 Grill Work 79,200 3,946,747



Amount in Taka Rate Tk. Rate Tk. Steel Column (250 rft) Kg. 2,110 195 411,450 - - 411,450 Nut- Bolt 8" 16mm Dia nos 400 56 22,400 - - 22,400

Page: 168

Steel Beam (275 rft) Kg. 1,860 195 362,700 - - 362,700 Nut- Bolt 8" 16mm Dia nos 340 56 19,040 - - 19,040 Steel Sheet (140sft) Kg. 380 155 58,900 - - 58,900 Labor sft. 1,250 - - 150 187,500 187,500 1,061,990

9.2 3" Angle (1792rft)











Amount in Taka Rate Tk. Rate Tk. Cement HolCem Bag 65 480 31,200 - - 31,200 Sand (Tok) cft 400 25 10,000 - - 10,000

Page: 169

Labor sft 3,628 - - 15 54,420 54,420 95,620

9.6 Floor, 1250 sft, T-150mm









Amount in Taka

Rate Tk. Rate Tk.





Amount in Taka

Rate Tk. Rate Tk.

Window 22 nos. sft. 660 319 210,540 - - 210,540

Door 7 nos. sft. 245 475 116,375 - - 116,375 326,915



Amount in Taka

Rate Tk. Rate Tk.

Floor Tiles sft. 1,250 130 162,500 25 31,250 193,750

Wall Tiles sft. 264 120 31,680 25 6,600 38,280 232,030

Page: 170

9.11 Color



Color work sft. 1,250 90 112,500 30 37,500 150,000 150,000

9.12 Grill Work



Window 22 nos. sft. 660 120 79,200 - - 79,200 79,200

10 3rd Floor


10.2 3" Angle (1792rft) 611,040



10.5 Plaster, 3628 sft, 95,620

10.6 Floor, 1250 sft, T-150mm 298,200




10.10 Tiles Work 1250 sft. 232,030

10.11 Color 150,000

10.12 Grill Work 79,200 3,946,747




Page: 171

10.2 3" Angle (1792rft)












Page: 172

10.6 Floor, 1250 sft, T-150mm


Amount in Taka Rate Tk. Rate Tk. No-1 Bricks Soling Nos. 3,750 12 45,000 - - 45,000 3/4" Stone Chips Cft. 625 180 112,500 - - 112,500 Cement HolCem Bag. 125 480 60,000 - - 60,000 Sand (Sylhet) Cft. 350 52 18,200 - - 18,200 Labor Sft. 1,250 - - 50 62,500 62,500 298,200







Amount in Taka

Rate Tk. Rate Tk.





Amount in Taka

Rate Tk. Rate Tk.

Window 22 nos. sft. 660 319 210,540 - - 210,540

Door 7 nos. sft. 245 475 116,375 - - 116,375 326,915



Amount in Taka

Rate Tk. Rate Tk.

Floor Tiles sft. 1,250 130 162,500 25 31,250 193,750

Wall Tiles sft. 264 120 31,680 25 6,600 38,280 232,030

Page: 173

10.11 Color



Color work sft. 1,250 90 112,500 30 37,500 150,000 150,000

10.12 Grill Work



Window 22 nos. sft. 660 120 79,200 - - 79,200 79,200

Page: 174

(B) 4-Storied Production Unit (3,232.79 sft. per floor)


1st Floor 14,337,326

2nd Floor 14,337,324

3rd Floor 14,337,324

Total 43,011,974

1 1st floor


1.1 Steel Column (3240 sft) T=20mm 5,564,760

1.2 3" Angle 3,092,952

1.3 RCC Roof Floor 3240sft. 1,053,920


1.5 Plaster, 8280 sft, 206,700

1.6 Floor, 3249 sft, T-150mm 768,184




1.10 Tiles Work 3240 sft. 608,616

1.11 Color 372,600

1.12 Grill Work 136,800 14,337,326

Page: 175

1.1 Steel Column (3240 sft) T=20mm


Amount in Taka Rate Tk. Rate Tk. Steel Column (3240sft) Kg. 9,340 155 1,447,700 - - 1,447,700 Nut- Bolt 8" 16mm Dia nos 3,340 58 193,720 - - 193,720 Steel Beam (3240sft) Kg. 9,860 198 1,952,280 - - 1,952,280 Steel Sheet (140sft) Kg. 9,340 159 1,485,060 - - 1,485,060 Labor sft. 3,240 - - 150 486,000 486,000 5,564,760

1.2 3" Angle


Amount in Taka Rate Tk. Rate Tk. Angle (T=8mm) Kg. 9,746 125 1,218,250 - - 1,218,250 Steel Sheet (3240sft) T=20mm Kg. 9,340 159 1,485,060 - - 1,485,060 Nut- Bolt 4" 16mm Dia nos 2,249 58 130,442 - - 130,442 Labor sft. 3,240 - - 80 259,200 259,200 3,092,952

1.3 RCC Roof Floor 3240sft.


Amount in Taka Rate Tk. Rate Tk. Rebar 12 mm Kg. 3,800 72 273,600 - - 273,600 3/4 " Stone Chips cft 1,620 180 291,600 - - 291,600 Cement HolCem Bag 324 480 155,520 - - 155,520 Sylhet Sand cft 800 52 41,600 - - 41,600 Labor cft 3,240 - - 90 291,600 291,600 1,053,920



Amount in Taka Rate Tk. Rate Tk. No-1 Bricks Nos 16,560 12 198,720 - - 198,720 Cement HolCem Bag 125 480 60,000 - - 60,000 Sand (Tok) cft 900 25 22,500 - - 22,500 Labor sft 4,140 - - 20 82,800 82,800 364,020

Page: 176




1.6 Floor, 3249 sft, T-150mm


Amount in Taka Rate Tk. Rate Tk. No-1 Bricks Soling Nos. 9,747 12 116,964 - - 116,964 3/4" Stone Chips cft. 1,620 180 291,600 - - 291,600 Cement HolCem Bag. 324 480 155,520 - - 155,520 Sand (Sylhet) cft. 800 52 41,600 - - 41,600 Labor sft. 3,250 - - 50 162,500 162,500 768,184

1.7 Electrics Work 3,240 sft.






Amount in Taka

Rate Tk. Rate Tk.





Amount in Taka

Rate Tk. Rate Tk.

Window 38 nos. sft. 1,140 450 513,000 - - 513,000

Door 12 nos. sft. 420 475 199,500 - - 199,500 712,500

Page: 177



Amount in Taka

Rate Tk. Rate Tk.

Floor Tiles sft. 3,240 130 421,200 23 74,520 495,720

Wall Tiles sft. 784 120 94,080 24 18,816 112,896 608,616

1.11 Color



Color work sft. 3,240 90 291,600 25 81,000 372,600 372,600

1.12 Grill Work



Window 38 nos. sft. 1,140 120 136,800 - - 136,800 136,800

2 2nd floor

2.1 Steel Column (3240sft) T=20mm 5,564,760

2.2 3" Angle 3,092,952



2.5 Plaster, 8280 sft, 206,700

2.6 Floor, 3249 sft, T-150mm 768,184




2.10 Tiles Work 3240 sft. 608,616

2.11 Color 372,600

2.12 Grill Work 136,800 14,337,324



Amount in Taka Rate Tk. Rate Tk. Steel Column (3240sft) Kg. 9,340 155 1,447,700 - - 1,447,700 Nut- Bolt 8" 16mm Dia nos 3,340 58 193,720 - - 193,720

Page: 178

Steel Beam (3240sft) Kg. 9,860 198 1,952,280 - - 1,952,280 Steel Sheet (140sft) Kg. 9,340 159 1,485,060 - - 1,485,060 Labor sft. 3,240 - - 150 486,000 486,000 5,564,760

2.2 3" Angle









Page: 179




2.6 Floor, 3249 sft, T-150mm


Amount in Taka Rate Tk. Rate Tk. No-1 Bricks Soling Nos. 9,747 12 116,964 - - 116,964 3/4" Stone Chips cft. 1,620 180 291,600 - - 291,600 Cement HolCem Bag. 324 480 155,520 - - 155,520 Sand (Sylhet) cft. 800 52 41,600 - - 41,600 Labor sft. 3,250 - - 50 162,500 162,500 768,184







Amount in Taka

Rate Tk. Rate Tk.





Amount in Taka

Rate Tk. Rate Tk.

Window 38 nos. sft. 1,140 450 513,000 - - 513,000

Door 12 nos. sft. 420 475 199,500 - - 199,500 712,500

Page: 180



Amount in Taka

Rate Tk. Rate Tk.

Floor Tiles sft. 3,240 130 421,200 23 74,520 495,720

Wall Tiles sft. 784 120 94,080 24 18,816 112,896 608,616

2.11 Color



Color work sft. 3,240 90 291,600 25 81,000 372,600 372,600

2.12 Grill Work



Window 38 nos. sft. 1,140 120 136,800 - - 136,800 136,800 3 3rd floor

3.1 Steel Column (3240 sft) T=20mm 5,564,760

3.2 3" Angle 3,092,952



3.5 Plaster, 8280 sft, 206,700

3.6 Floor, 3249 sft, T-150mm 768,184




3.10 Tiles Work 3240 sft. 608,616

3.11 Color 372,600

3.12 Grill Work 136,800 14,337,324



Amount in Taka Rate Tk. Rate Tk. Steel Column (3240sft) Kg. 9,340 155 1,447,700 - - 1,447,700 Nut- Bolt 8" 16mm Dia nos 3,340 58 193,720 - - 193,720

Page: 181

Steel Beam (3240sft) Kg. 9,860 198 1,952,280 - - 1,952,280 Steel Sheet (140sft) Kg. 9,340 159 1,485,060 - - 1,485,060 Labor sft. 3,240 - - 150 486,000 486,000 5,564,760

3.2 3" Angle









Page: 182




3.6 Floor, 3249 sft, T-150mm


Amount in Taka Rate Tk. Rate Tk. No-1 Bricks Soling nos. 9,747 12 116,964 - - 116,964 3/4" Stone Chips cft. 1,620 180 291,600 - - 291,600 Cement HolCem Bag. 324 480 155,520 - - 155,520 Sand (Sylhet) cft. 800 52 41,600 - - 41,600 Labor sft. 3,250 - - 50 162,500 162,500 768,184







Amount in Taka

Rate Tk. Rate Tk.





Amount in Taka

Rate Tk. Rate Tk.

Window 38 nos. sft. 1,140 450 513,000 - - 513,000

Door 12 nos. sft. 420 475 199,500 - - 199,500 712,500

Page: 183



Amount in Taka

Rate Tk. Rate Tk.

Floor Tiles sft. 3,240 130 421,200 23 74,520 495,720

Wall Tiles sft. 784 120 94,080 24 18,816 112,896 608,616

3.11 Color



Color work sft. 3,240 90 291,600 25 81,000 372,600 372,600

3.12 Grill Work



Window 38 nos. sft. 1,140 120 136,800 - - 136,800 136,800

Page: 184

(C) 4-Storied Finished Goods Store (1,250 sft. per floor)


Up to Grade Beam & Others 1,237,140

Ground Floor 3,090,628

1st Floor 3,090,628

2nd Floor 3,090,627

3rd Floor 3,090,627

Total 13,599,650

(C) (i) Up to Grade Beam & Others

1 Drawings including elevation and section of building layoot plan of column beam, Brick wall, toilet, Partition, Stair case, windows, doors etc.-

25,000

2 Foundation Work 162,800

3 Base Casting work (15 nos, Size-6'x6') 306,700

4 Short column (15nos.4'-0" Hight, 12"X12") 66,340

5 Grade Beam (12"X12", 275sft,) 166,300

6 Others 6.1 Safety tank 130,000

6.2 Reserved Tank 130,000

6.3 Gate Collapsible 250,000 Total 1,237,140

7 Ground Floor 3,090,628

8 1st Floor 3,090,628

9 2nd Floor 3,090,627

10 3rd Floor 3,090,627 Finished Goods Store Grand Total 13,599,650

Page: 185

SL. No (C) (i) Up to Grade Beam & Others

1 Drawings including elevation and section of building layoot plan of column beam, Brick wall, Toilet, Partition, Stair case, windows, doors etc.-

25,000

25,000

2 Foundation Work

Iteams Unit Qty Materias Cost Labor Cost

Amount in Taka

Rate Tk. Rate Tk.

Earth Catting cft. 3,240 - - 14 45,360 45,360

12" Sand Filling (Sythet) cft. 600 52 31,200 10 6,000 37,200

3" Brick Solling sft. 600 48 28,800 12 7,200 36,000

33" CC cft. 140 - - 14 1,960 1,960


Sylhet Sand cft. 70 52 3,640 - - 3,640

3/4" Stone Chips cft. 140 180 25,200 - - 25,200 162,800 3 Base Casting work (15 nos, Size-6'x6')


Amount in Taka

Rate Tk. Rate Tk.

Rebar 16 mm Kg. 1,225 72 88,200 - - 88,200

3/4 " Stone Chips cft. 675 180 121,500 - - 121,500


Sylhet Sand cft. 350 52 18,200 - - 18,200

Labor cft. - - - - 14,000 14,000 306,700 4 Short column (15nos.4'-0" Hight, 12"X12")


Amount in Taka

Rate Tk. Rate Tk.

Rebar 16 mm Kg. 550 72 39,600 - - 39,600

3/4 Stone Chips cft. 70 180 12,600 - - 12,600


Sylhet Sand cft. 35 52 1,820 - - 1,820

Labor cft. - - - - 5,600 5,600 66,340

Page: 186

5 Grade Beam (12"X12", 275sft,)


Amount in Taka

Rate Tk. Rate Tk.

Rebar 16 mm Kg. 800 72 57,600 - - 57,600

3/4 Stone Chips cft. 275 180 49,500 - - 49,500


Sylhet Sand cft. 150 52 7,800 - - 7,800

Labor cft. - - - - 25,000 25,000 166,300

6 Others

6.1 Safety tank



70 User (15000 ltr.) RCC - 1 - 130,000 - - 130,000 130,000

6.2 Reserved Tank



7000 ltr. RCC. - 1 - 110,000 - - 110,000 110,000

6.3 Gate Collapsible



M.S. Iron (Double) 5mm - 2 - 250,000 - - 250,000 250,000

7 Ground Floor

7.1 Steel Column (15 nos, Size 8"X18" T=25 mm 634,874

7.2 3" Angle (1792rft) 340,785

7.3 RCC Roof Floor. 1250sft, T=6" 412,250


7.5 Plaster, 3628 sft, 95,220

7.6 Floor, 1250 sft, T=150 mm 291,250




Page: 187

7.10 Tiles Work 1250 sft. 223,140

7.11 Color 150,000

7.12 Grill Work 75,900 3,090,628

7.1 Steel Column (15 nos, Size 8"X18" T=25 mm


Amount in Taka Rate Tk. Rate Tk. Steel Column (250 rft) Kg. 1,144 169 193,336 - - 193,336 Nut- Bolt 8" 16mm Dia nos 480 41 19,680 - - 19,680 Steel Beam (275 rft) Kg. 942 169 159,198 - - 159,198 Nut- Bolt 8" 16mm Dia nos 480 41 19,680 - - 19,680 Steel Sheet (140sft) Kg. 380 146 55,480 - - 55,480 Labor sft. 1,250 - - 150 187,500 187,500 634,874

7.2 3" Angle (1792rft)


Amount in Taka Rate Tk. Rate Tk. Angle (T=8mm) Kg. 1,195 105 125,475 - - 125,475 Steel Sheet (1250 sft) T=20mm Kg. 655 146 95,630 - - 95,630 Nut- Bolt 4" 16mm Dia nos 480 41 19,680 - - 19,680 Labor sft. 1,250 - - 80 100,000 100,000 340,785

7.3 RCC Roof Floor. 1250sft, T=6"





Amount in Taka Rate Tk. Rate Tk. No-1 Bricks Nos 7,256 12 87,072 - - 87,072

Page: 188

Cement HolCem Bag 55 480 26,345 - - 26,345 Sand (Tok) cft 450 24 10,800 - - 10,800 Labor sft 1,814 - - 20 36,280 36,280 160,497




7.6 Floor, 1250 sft, T=150 mm









Amount in Taka

Rate Tk. Rate Tk.



Page: 189



Amount in Taka

Rate Tk. Rate Tk.

Window 11 nos. sft. 330 310 102,300 - - 102,300

Door 7 nos. sft. 245 470 115,150 - - 115,150 217,450



Amount in Taka

Rate Tk. Rate Tk.

Floor Tiles sft. 1,250 125 156,250 25 31,250 187,500

Wall Tiles sft. 264 110 29,040 25 6,600 35,640 223,140

7.11 Color



Color work sft. 1,250 90 112,500 30 37,500 150,000 150,000

7.12 Grill Work



Window 22 nos. sft. 660 115 75,900 - - 75,900 75,900 8 1st Floor


8.2 3" Angle (1792rft) 340,785



8.5 Plaster, 3628 sft, 95,220

8.6 Floor, 1250 sft, T=150 mm 291,250




8.10 Tiles Work 1250 sft. 223,140

8.11 Color 150,000

8.12 Grill Work 75,900 3,090,628

Page: 190




8.2 3" Angle (1792rft)









Page: 191




8.6 Floor, 1250 sft, T=150 mm









Amount in Taka

Rate Tk. Rate Tk.





Amount in Taka

Rate Tk. Rate Tk.

Window 11 nos. sft. 330 310 102,300 - - 102,300

Door 7 nos. sft. 245 470 115,150 - - 115,150 217,450

Page: 192



Amount in Taka

Rate Tk. Rate Tk.

Floor Tiles sft. 1,250 125 156,250 25 31,250 187,500

Wall Tiles sft. 264 110 29,040 25 6,600 35,640 223,140

8.11 Color



Color work sft. 1,250 90 112,500 30 37,500 150,000 150,000

8.12 Grill Work



Window 22 nos. sft. 660 115 75,900 - - 75,900 75,900 9 2nd Floor


9.2 3" Angle (1792rft) 340,785



9.5 Plaster, 3628 sft, 95,220

9.6 Floor, 1250 sft, T=150 mm 291,250




9.10 Tiles Work 1250 sft. 223,140

9.11 Color 150,000

9.12 Grill Work 75,900 3,090,627



Amount in Taka Rate Tk. Rate Tk. Steel Column (250 rft) Kg. 1,144 169 193,336 - - 193,336

Page: 193

Nut- Bolt 8" 16mm Dia nos 480 41 19,680 - - 19,680 Steel Beam (275 rft) Kg. 942 169 159,198 - - 159,198 Nut- Bolt 8" 16mm Dia nos 480 41 19,680 - - 19,680 Steel Sheet (140sft) Kg. 380 146 55,480 - - 55,480 Labor sft. 1,250 - - 150 187,500 187,500 634,874

9.2 3" Angle (1792rft)











Amount in Taka Rate Tk. Rate Tk. Cement HolCem Bag 65 480 31,200 - - 31,200

Page: 194

Sand (Tok) cft 400 24 9,600 - - 9,600 Labor sft 3,628 - - 15 54,420 54,420 95,220

9.6 Floor, 1250 sft, T=150 mm


Amount in Taka Rate Tk. Rate Tk. No-1 Bricks Soling Nos. 3,750 12 45,000 - - 45,000 3/4" Stone Chips cft. 625 170 106,250 - - 106,250 Cement HolCem Bag. 125 480 60,000 - - 60,000 Sand (Sylhet) cft. 350 50 17,500 - - 17,500 Labor sft. 1,250 - - 50 62,500 62,500 291,250







Amount in Taka

Rate Tk. Rate Tk.





Amount in Taka

Rate Tk. Rate Tk.

Window 11 nos. sft. 330 310 102,300 - - 102,300

Door 7 nos. sft. 245 470 115,150 - - 115,150 217,450



Amount in Taka

Rate Tk. Rate Tk.

Floor Tiles sft. 1,250 125 156,250 25 31,250 187,500

Wall Tiles sft. 264 110 29,040 25 6,600 35,640 223,140

Page: 195

9.11 Color



Color work sft. 1,250 90 112,500 30 37,500 150,000 150,000

9.12 Grill Work



Window 22 nos. sft. 660 115 75,900 - - 75,900 75,900

10 3rd Floor


10.2 3" Angle (1792rft) 340,785



10.5 Plaster, 3628 sft, 95,220

10.6 Floor, 1250 sft, T=150 mm 291,250




10.10 Tiles Work 1250 sft. 223,140

10.11 Color 150,000

10.12 Grill Work 75,900 3,090,627




Page: 196

10.2 3" Angle (1792rft)












Page: 197

10.6 Floor, 1250 sft, T=150 mm


Amount in Taka Rate Tk. Rate Tk. No-1 Bricks Soling Nos. 3,750 12 45,000 - - 45,000 3/4" Stone Chips cft. 625 170 106,250 - - 106,250 Cement HolCem Bag. 125 480 60,000 - - 60,000 Sand (Sylhet) cft. 350 50 17,500 - - 17,500 Labor sft. 1,250 - - 50 62,500 62,500 291,250







Amount in Taka

Rate Tk. Rate Tk.





Amount in Taka

Rate Tk. Rate Tk.

Window 11 nos. sft. 330 310 102,300 - - 102,300

Door 7 nos. sft. 245 470 115,150 - - 115,150 217,450



Amount in Taka

Rate Tk. Rate Tk.

Floor Tiles sft. 1,250 125 156,250 25 31,250 187,500

Wall Tiles sft. 264 110 29,040 25 6,600 35,640 223,140

Page: 198

10.11 Color



Color work sft. 1,250 90 112,500 30 37,500 150,000 150,000

10.12 Grill Work



Window 22 nos. sft. 660 115 75,900 - - 75,900 75,900

Page: 199

(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. 95,000,000.00 (Nine Crore Fifty Lac) through cash and other than cash (all assets and liabilities), Tk. 125,000,000.00 (Twelve Crore Fifty Lac) through cash and other than cash (land) and Tk. 280,000,000.00 (Twenty-Eight Crore) through cash totaling Tk. 500,000,000.00 (Fifty Crore) has been raised prior to the public issue on dated April 17, 2014, April 23, 2015 and May 24, 2018 respectively. This fund has already been deployed by the issuer in the following manner:

Accounting Year

Items Amount in

BDT Reflected in Cash Flows

Date of Incorporation

Acquisition of Fixed Assets

35,000,000 In the statement of cash flows, the figure is included in total amount of acquisition property, plant & equipments under the head of investing activities.

2014-15

Acquisition Property, Plant &

Equipments 114,516,531

In the statement of cash flows, the figure is Tk. 94,516,531 & Tk. 20,000,000 included in total amount of acquisition property, plant & equipments & land respectively under the head of investing activities.

Working capital 70,483,469 In the statement of cash flows, the figure is included in total amount of working capital is revenue expenditure under the head of operating activities.

2017 - 18

Machinery, Factory &


189,887,627 In the statement of cash flows, the figure is included in total amount of acquisition property, plant & equipments under the head of investing activities.

Advance Warehouse Rent

15,000,000 In the statement of cash flows, the figure is included in total amount of cash payment to others under the head of operating activities.

FDR 50,000,000 The figure is shown in financial statements under the head of cash & cash equivalent which has kept in the bank as FDR form in favor of the company.

Cash & cash equivalent

25,112,373

The figure is shown in financial statements under the head of cash & cash equivalent which has kept in the bank account as cash deposit form in favor of the company.

Total 500,000,000

(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.

(d) If IPO proceeds are not sufficient to complete the project, then source of additional fund must be mentioned. In this connection, copies of contract to meet the additional funds are required to be submitted to the Commission. The means and source of financing, including details of bridge loan or other financial arrangement, which may be repaid from the proceeds of the issue along with utilization of such funds; IPO proceeds are sufficient to complete the project.

Page: 200

(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;

Sl. No.

Projects Progress made so Far

Approximate date of

Completion of the projects

Projected date of full commercial operation

1 Land Acquisition No land is required to be acquired

- -

2

Acquisition and Installation of machineries and equipments

Acquisition and Installation of machineries and equipments will be started after receiving of IPO fund

Within 18 months after receiving

IPO fund

Within 3 months of

the completion

of the project

3 Civil Construction Construction & other civil works will be started after receiving of IPO fund



Chief Financial Officer

Sd/- Aysha Siddika

Chairman,

On behalf of Board

(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 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.

(h) Where the issuer proposes to undertake one or more activities like diversification,

modernization, expansion, etc., the total project cost activity-wise or project-wise, as the case may be; The Company has planned to expand its existing projects by Acquisition of Machineries and Equipments and Civil Construction, which have been mentioned in Use of IPO proceeds and projects Implementation schedule.

(i) Where the issuer is implementing the project in a phased manner, the cost of each phase,

including the phases, if any, which have already been implemented; The Company has planned to implement to the existing projects by using IPO proceeds after receiving the funds, which have been mentioned in Use of IPO proceeds and projects Implementation schedule.

Page: 201

(j) The details of all existing or anticipated material transactions in relation to utilization of the issue proceeds or project cost with sponsors, directors, key management personnel, associates and group companies; There is no existing or anticipated material transaction in relation to utilization of the issue proceeds or project cost with sponsors, directors, key management personnel, associates and group companies.

(k) Summary of the project appraisal 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.

Feasibility Report of BD Paints Limited

Executive Summary BD Paints Limited’s (The Company) main business is to manufacture and marketing different kinds paints such as distemper, acrylic emulsion, silk emulsion, synthetic, enamel paint, thinner, bdcem, wood protector, wood burnish, burnish oil, white cement, cement paint, weather coat, wall putty, aluminum paint, glycerin powder, chalk powder, black oxide, red oxide, under coat power finale, perfume finale, general car paint and varnish etc. to local market. Currently, BDPL 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. BDPL 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 BD Paints Limited (BDPL). Introduction BD Paints Limited was incorporated as a Private Limited Company on April 17, 2014 and subsequently converted into a Public Limited Company on July 22, 2014 under Companies Act 1994 with the Registrar of Joint Stock Companies and Firms, Dhaka, Bangladesh under the Companies Act, 1994. The Company changed its name from Arafat Paint & Chemical Industries Limited to BD Paints Limited on September 04, 2016. The Certificate of Incorporation number is C-115399/14. The Company started its commercial operation on April 17, 2014. BD Paints Limited carried on business as local manufacturer of different types of paints. The principal activities of the company are to manufacture and marketing different kinds paints such as distemper, acrylic emulsion, silk emulsion, synthetic, enamel paint, thinner, bdcem, wood protector, wood burnish, burnish oil, white cement, cement paint, weather coat, wall putty, aluminum paint, glycerin powder, chalk powder, black oxide, red oxide, under coat power finale, perfume finale, general car paint and varnish etc. There is no subsidiary company of BDPL. Location of the Factory BDPL’s factory is situated at Plot # 17, 22, BSCIC Industrial Area, Kawnia, Barisal and corporate office at Plot # 117/3, Nayabari Road, Sataish, Tongi, Gazipur.

Page: 202

Plant, machinery, technology, process Plant: BD Paints Limited, which has one manufacturing plant facility in Barisal for the past years, is now looking to scale up and is even weighing the possibility of acquiring assets in Dhaka of that country. The company is vertically integrated in generic paint formulation products manufacturer, marketer, promoter and supplier. There is integrated Building Management System, structural design, dust-free environment, fire management system. We have developed an accurate and reliable method for determining lead concentration and use it for screening all our raw materials and paint formulations. The company is scouting for opportunities to access global presence in both decorative and industrial paints. Machinery: The modern machines are prime key of Quality production of BD-Paints. The Company has set up the brand-new machineries to ensure smooth and high-quality based production. Moreover, for scale up production and compete in global market BD Paints Limited plans to procure highly and heavy machineries in the current fiscal year. These are- Automatic Multi-Head 20L Painting/Coating Filling Machine, Variable Speed Mixer Machine , Automatic Powder Coating Machine, Coating Water Treatment Equipment, Wall Putty Making Machine etc. Technology: BD Paints Limited has been upgraded and using advanced technology in the paints sector of Bangladesh. The department of Research and Development (R&D) and Total Quality Management (TQM) are furnished with the best technologies in this country. Its manufacturing process heavily integrated technology driven, dynamic in nature and using highly sophisticated state-of-the–art cutting edge technology. Process: BD Paints Limited designs and implements the plant automation from the definition of specifications to the start-up of the unit. The team is composed of paint process experts and automation engineers bringing solutions and anticipating your needs in terms of computer management of formula, recipes. The company obviously maintains total quality system which includes strict monitoring, process to process regulation, true measurement, equipment calibration. Based on our process engineering expertise and experience, BD Paints Limited design and develop innovative solutions, especially dedicated to the paint and coating

industry: − original solutions and systems cleaning − solutions for production organization − new designs of modular workshops, in-line systems etc.

Principal products of the Company The Company has following products under five categories: 1. Interior Paints (Synthetic Polyvinyl Distemper, Plastic Emulsion Paints, Water Sealer, Wall putty,

Luxury Silk, Easy Emulsion, white Cement, Glycerin power, Chalk power, under Coat Power finale, Perfume Finale, A/C Red Oxide, hammer Paints, BD Thinner, Wood Burnish);

2. Exterior Paints (Weather Coat, Royel Emustion, BD Cem); 3. Wood & Metal (Alphona Synthetic enamel, Primium Synthetic Enamel, Wood Protector); 4. Industrial Paints (Epoxy Paint, Vernish oil, almunium Paints; 5. Marine Paints (Black & Red Oxide, Red Lead Primer). Market for Products: All of the products' markets are throughout the Bangladesh.


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Utilities Considerations Power: Electricity connection has been taken from Power Development Board (PDB), Barisal having a capacity of 35 KVA. A diesel generator having capacity of 300 KVA will act as alternative power supply. Gas: No need for production. Water: At different stages throughout the production process in BDPL there requires water which is collected from deep tubewell.

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 us 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 BD Paints Limited (BDPL) are highlighted in the table below. These figures account for projected productions, sales and additional requirements. There are many ways to present these projections. The assumptions for these projections are as follows: (Each year calculation is made comparing with respective previous year)

The projected financial statement has been prepared on underlying assumption

Assumption indicator

Assumption's Basis Assumptions Years

30-Jun-19 30-Jun-20 30-Jun-21

Capacity Increase

Capacity will be increased as new machineries will be introduced.

12% 28% 7%

Capacity Utilization

Capacity utilization will be increased for new machinery installation and efficient use of machinery.

65%-70% 71%-75% 75%-80%

Sales Revenue Increase

Sales will be increased for qualitative products by the increase of sales volume and unit price.

30.00% 44.00% 16.00%

Operating Expenses Increase/ (Decrease)

Operating expenses will be increased due to increase of production and sales. IPO expense will lead to the higher increase of Operating expenses in the year 2020. Expenses will be reduced in the year 2021 because of no IPO Expense in the year.

8.35% 43.14% -10.32%

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Property, Plant and Equipment

Addition

Property, Plant and Equipment will be increased in every year for the purpose of production increase.

43,916,000 180,305,245 86,703,870

Paid up Capital Increase

Paid up Capital will be increased by Tk. 200,000,000 through IPO in FY 2019-2020.

- 200,000,000 -

Dividend Dividend is not considered here as the decision is not predetermined.

- - -

Statement of Financial Position (Projected)

Amount in Taka

Particulars

Amount in Taka

Audited Projected

30-Jun-18 30-Jun-19 30-Jun-20 30-Jun-21

ASSETS



Current Assets 365,888,160 400,710,197 523,795,661 683,275,373

Inventories 112,672,720 119,600,564 127,142,272 146,401,004 Trade and Other Receivables 115,424,278 162,053,819 228,552,922 282,123,255 Advances, Deposits & Prepayments 33,892,123 53,523,332 94,311,369 170,631,543 Cash and Cash Equivalents 103,899,039 65,532,483 73,789,097 84,119,571

Total Assets 783,767,784 861,269,715 1,229,675,360 1,441,211,411


Shareholders Equity 666,163,781 745,033,334 1,101,890,916 1,280,438,829





Trade and Other Payables 20,101,322 23,518,547 26,340,773 26,735,885 Provision for WPPF 4,079,873 6,066,889 9,388,939 11,903,194 Liabilities for Expenses 3,950,003 4,241,008 5,051,293 6,043,483 Provision for Income Tax 49,531,089 26,327,696 30,429,392 45,235,699

Total Equity and Liabilities 783,767,784 861,269,715 1,229,675,360 1,441,211,411

Net Asset Value (NAV) Per Share 13.32 14.90 15.74 18.29

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Statement of Comprehensive Income (Projected)

Amount in Taka

Particulars

Amount in Taka

Audited Projected

1-Jul-2017 to

30-Jun-2018

1-Jul-2018 to

30-Jun-2019

1-Jul-2019 to

30-Jun-2020

1-Jul-2020 to

30-Jun-2021

Sales Revenue 339,342,101 441,144,731 635,248,413 736,888,159 Less: Cost of Goods Sold 206,612,618 264,988,669 368,793,342 427,475,111

Gross Profit 132,729,483 176,156,062 266,455,071 309,413,048

Less: Operating Expenses 47,870,752 51,866,321 72,320,784 62,161,154

Administrative Expenses 29,849,604 32,075,885 52,348,544 37,819,740 Selling & distribution Expenses 18,021,148 19,790,436 19,972,240 24,341,414

Operating Income 84,858,731 124,289,741 194,134,287 247,251,893 Other non-operating income / (loss) 818,604 3,114,923 3,033,431 2,715,185


85,677,335 127,404,663 197,167,718 249,967,078

Less: Contribution to WPPF & Welfare Fund

4,079,873 6,066,889 9,388,939 11,903,194

Profit before Tax 81,597,462 121,337,775 187,778,779 238,063,884 Less: Income Tax Expenses 28,559,112 42,468,221 46,944,695 59,515,971



Earnings Per Share 2.13 1.58 2.01 2.55

• Dividend is not considered

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Statement of Cash Flows (Projected)

Amount in Taka

Particulars

Amount in Tk.

30-Jun-18 30-Jun-19 30-Jun-20 30-Jun-21

Audited Projected

Cash flows from operating activities:

Cash receipts from customers 311,054,870 396,715,874 568,573,255 682,966,974 Cash receipts from others income 504,220 914,238 3,209,486 3,066,037 Cash payment to suppliers (220,113,520) (229,726,129) (322,469,090) (382,925,910) Cash payment to employees (39,837,906) (43,261,331) (53,563,040) (61,255,294) Cash payment to others (40,947,896) (40,505,167) (74,099,875) (82,725,444)

Cash generated from operations 10,659,768 84,137,485 121,650,735 159,126,363

Cash payment against income tax (8,451,221) (59,588,042) (45,435,906) (66,734,991)

Net Cash generate from Operating activities 2,208,548 24,549,443 76,214,829 92,391,372

Cash flows from investing activities:

Acquisition of property, plant and equipment (214,514,083) (43,916,000) (161,305,245) (9,050,900) Capital work in progress - (19,000,000) (106,652,970) (73,010,000)

Net cash used in investing activities (214,514,083) (62,916,000) (267,958,215) (82,060,900)

Cash flows from financing activities:

Issuance of shares 280,000,000 - 200,000,000 -

Net cash generated from financing activities 280,000,000 - 200,000,000 -

Net increase/(decrease) in cash and cash equivalents 67,694,465 (38,366,558) 8,256,613 10,330,471

Cash and cash equivalents at beginning of the year 36,204,574 103,899,039 65,532,483 73,789,097

Cash and cash equivalents at end of the year 103,899,039 65,532,483 73,789,097 84,119,571

Cost of the Project The cost of the expansion project is as follows:

Means of Finance

Sl. Mode of Financing Total Financing (Tk.)

1 IPO Proceeds Less: IPO Expense

200,000,000 18,700,000 181,300,000

Total 181,300,000




Total 181,300,00

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Weaknesses:

1. Low Financial Position: The Company needs more finance to be competitive over its rivals. 2. Inefficient Workforce: Workforces are not so skilled in comparison with other industry sectors.

Threat: 1. Intense Competition: There is high rivalry among the competitors to get the market share. 2. Shortage of Power: In our country, there is Power shortage which also affects production.

Break-Even Point: The project is expected to break-even sales volume 342.23 M.Ton and amount in Tk.49, 885,477.00 of the proposed investment in the 1st year. Payback Period: The Payback period of the project is calculated to determine the period required to recover the original investment outlay through the profits earned by the project. The calculated payback period of the project is 3.02 years. Net Present Value (NPV): Net Present Value considering 4 years’ operating result and discount rate 18% stands Tk. 151,622 and considering discount rate 20% stands Tk. (8,079,485) Internal Rate of Return (IRR): The project promises an internal rate of return about 18.04% if it completed on schedule and meet the other assumptions. 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 BD Paints Limited (BDPL). This report have revised includes with payback period, break even sells, NPV and IRR as per Letter No. BSEC/CI/IPO-290/2018/139 dated on February 19, 2019 from Bangladesh Security and Exchange Commission.

Dated:March 14, 2019 Place: Dhaka

Sd/- Kanchi Lal Das, M.Com, FCA

Managing Partner AHMAD & AKHTAR


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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 BD Paints Limited:

Sl. Name of Shareholder Position No. of Share (%) BO ID Date of 1st acquisition Lock-in period*

1 Aysha Siddika Chairman 4,500,000 9.00% 1201530062008290 17-Apr-14 3 Yrs.

2 Md. Bellal Khan Managing Director 7,000,000 14.00% 1201950068059835 17-Apr-14 3 Yrs.

3 Md. Amin Ur Rashid Sponsor Shareholder 1,500,000 3.00% 1201950062016960 17-Apr-14 3 Yrs.

4 Mst. Shahnaz Akter Sponsor Shareholder 3,250,000 6.50% 1203110062017017 17-Apr-14 3 Yrs.

5 Nazmun Nahar Shareholder 1,000,000 2.00% 1201950062017240 17-Apr-14 3 Yrs.

6 Md. Alauddin Shareholder 500,000 1.00% 1203110062016981 23-Apr-15 3 Yrs.

7 Md. Mizanur Rahman Shareholder 3,000,000 6.00% 1201950062017280 23-Apr-15 3 Yrs.

8 A.F.M. Anowarul Huq Shareholder 500,500 1.00% 1201530066026870 23-Apr-15 3 Yrs.

9 Jannatul Marzan Shareholder 216,500 0.43% 1201950062052260 23-Apr-15 3 Yrs.

10 Jannatul Ferdous Mim Shareholder 215,500 0.43% 1201950068060271 23-Apr-15 3 Yrs.

11 Afrina Akter Mim Shareholder 500 0.00% 1605650065839172 23-Apr-15 3 Yrs.

12 Shaharia Hossain Shuvo Shareholder 500 0.00% 1605650065832590 23-Apr-15 3 Yrs.

13 Maruful Islam Turan Shareholder 500 0.00% 1605650065829339 23-Apr-15 3 Yrs.

14 Taslima Begum Shareholder 200,500 0.40% 1201950068060103 23-Apr-15 3 Yrs.

15 Sabila Sea Foods Ltd. Director 4,500,000 9.00% 1201950066059950 23-Apr-15 3 Yrs.

16 IBP Agrovet Ltd. Director 5,000,000 10.00% 1201950066059750 23-Apr-15 3 Yrs.

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17 Md. Golam Reza Shareholder 1,002,000 2.00% 1205030064825599 23-Apr-15 3 Yrs.

18 Nazia Rashid Shareholder 104,000 0.21% 1202240062127307 23-Apr-15 3 Yrs.

19 MD. Kamruzzaman Shareholder 202,000 0.40% 1205200062449451 23-Apr-15 3 Yrs.

20 Ziaul Ahsan Shareholder 102,000 0.20% 1202800047979507 23-Apr-15 3 Yrs.

21 Abdul Kader Miah Shareholder 301,000 0.60% 1202800018215401 23-Apr-15 3 Yrs.

22 Ayub Hossain Khan Shareholder 151,000 0.30% 1202800000042215 23-Apr-15 3 Yrs.

23 Abdur Rob Khan Shareholder 102,000 0.20% 1202800063409502 23-Apr-15 3 Yrs.

24 Rumana Ahmed Shantana Shareholder 2,000 0.00% 1202800066073127 23-Apr-15 3 Yrs.

25 S.M. Ashfaqur Rahman Shareholder 251,000 0.50% 1202240049275011 23-Apr-15 3 Yrs.

26 Md.Shakhawat Hossain Shareholder 22,000 0.04% 1205590051631396 23-Apr-15 3 Yrs.

27 Md.Abul Hasan Shareholder 51,000 0.10% 1202800046686037 23-Apr-15 3 Yrs.

28 Mrs. Beauty Akter Shareholder 51,000 0.10% 1202800044795371 23-Apr-15 3 Yrs.

29 Akram Hossain Md. Feroz Shareholder 1,002,000 2.00% 1205150000008272 23-Apr-15 3 Yrs.

30 BMSL INVESTMENT LTD. Shareholder 1,000 0.00% 1604940020020800 23-Apr-15 3 Yrs.

31 Md. Farid Ahmed Shareholder 3,001,000 6.00% 1604940059674010 23-Apr-15 3 Yrs.

32 Md.Asaduz zamzn Mia Shareholder 1,000 0.00% 1205590051631390 23-Apr-15 3 Yrs.

33 Md. Anayet Kabir Shareholder 50,300 0.10% 1201630018472350 23-Apr-15 3 Yrs.

34 Nasir Uddin Ahmed Shareholder 1,000 0.00% 1203500062104840 23-Apr-15 3 Yrs.

35 Md.Abdul Aziz Shareholder 1,000 0.00% 1201630018472350 23-Apr-15 3 Yrs.

36 Md. Mozammel Hoque Akon Shareholder 1,000 0.00% 1201950062017280 23-Apr-15 3 Yrs.

37 Samsun Naher Khan Shareholder 100,500 0.20% 1205150045226152 23-Apr-15 3 Yrs.

38 Md. Mustafizur Rahman Shareholder 101,000 0.20% 1204040000208270 23-Apr-15 3 Yrs.

39 Abdullah Abu Sadat Shareholder 50,000 0.10% 1203500062104840 23-Apr-15 3 Yrs.

40 BD Finance Securities Shareholder 510,000 1.02% 1205150043284410 23-Apr-15 3 Yrs.

41 Abaci Investment Ltd. Shareholder 1,001,000 2.00% 1602770045524680 23-Apr-15 3 Yrs.

42 Khandaker Mainul Hasan Shareholder 101,000 0.20% 1201530062709620 23-Apr-15 3 Yrs.

43 Mohammed Ziaul Hossain Shareholder 1,000 0.00% 1605550062101880 23-Apr-15 3 Yrs.

44 Mohammed Manjur Rashid Shareholder 1,000 0.00% 1202830055707550 23-Apr-15 3 Yrs.

45 Mohammed Zahirul Houque Shareholder 1,000 0.00% 1602770045524680 23-Apr-15 3 Yrs.

46 Foiz Ahmed Shareholder 51,000 0.10% 1604940064549490 23-Apr-15 3 Yrs.

47 Md. Ahsan Habib Raj Shareholder 30,000 0.06% 1201950066362251 23-Apr-15 3 Yrs.

48 Md. Khairul Islam Shareholder 500 0.00% 1201700058531340 23-Apr-15 3 Yrs.

49 Rubel Deb Shareholder 1,000 0.00% 1602770045524680 23-Apr-15 3 Yrs.

50 Farmers Hopes Ltd. Shareholder 701,000 1.40% 1605860064386060 23-Apr-15 3 Yrs.

51 Horipur Feed Limited Shareholder 501,000 1.00% 1203040062602490 23-Apr-15 3 Yrs.

52 Habibur Rahman Sikder Shareholder 401,000 0.80% 1605550057755190 23-Apr-15 3 Yrs.

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53 Shakil Mahmud Shareholder 501,000 1.00% 1605550062101880 23-Apr-15 3 Yrs.

54 Md. Abdur Rashid Shareholder 1,000 0.00% 1202240061364251 23-Apr-15 3 Yrs.

55 Md. Jahangir Alam Shareholder 1,000 0.00% 1203570043617360 23-Apr-15 3 Yrs.

56 Homayra Binte Wali Shareholder 301,000 0.60% 1202830048324800 23-Apr-15 3 Yrs.

57 Mohammed Towhidul Islam Shareholder 501,000 1.00% 1202830055707550 23-Apr-15 3 Yrs.

58 Md. Abdul Jalil Mondol Shareholder 1,000 0.00% 1605420047137080 23-Apr-15 3 Yrs.

59 Florida Tulip Agro Limited Shareholder 1,000 0.00% 1201840063004620 23-Apr-15 3 Yrs.

60 Mst.Dilruba Khatun Shareholder 1,000 0.00% 1205780066142530 23-Apr-15 3 Yrs.

61 Md. Faruque Hossain Shareholder 11,000 0.02% 1201820029654890 23-Apr-15 3 Yrs.

62 Md. Habibur Rahman Shareholder 1,000 0.00% 1204120059773530 23-Apr-15 3 Yrs.

63 Md.Wahidul Islam Shareholder 1,000 0.00% 1201820037118360 23-Apr-15 3 Yrs.

64 Md. Nazmul Hossain Shareholder 1,000 0.00% 1201820029654890 23-Apr-15 3 Yrs.

65 H. A. Mamun Shareholder 51,000 0.10% 1202010055060930 23-Apr-15 3 Yrs.

66 Faryal Hafsa Ahmed Shareholder 301,000 0.60% 1202990061454220 23-Apr-15 3 Yrs.

67 Syed Sakib Naim Uddin Shareholder 201,000 0.40% 1203680043529560 23-Apr-15 3 Yrs.

68 Md. Akram Hossain Shareholder 51,000 0.10% 1203720063921410 23-Apr-15 3 Yrs.

69 Moderis Ali Shareholder 501,000 1.00% 1204570048947050 23-Apr-15 3 Yrs.

70 Anika Kaiser Bani Shareholder 251,000 0.50% 1205790065022310 23-Apr-15 3 Yrs.

71 Tahmina Nupur Shareholder 101,000 0.20% 1201730063759390 23-Apr-15 3 Yrs.

72 Kamrul Hasan Shareholder 1,000 0.00% 1201730063759490 23-Apr-15 3 Yrs.

73 Md. Mudabbir Hossain Shareholder 500 0.00% 1204120059773530 23-Apr-15 3 Yrs.

74 Shahanur Begum Shareholder 151,000 0.30% 1201730066116410 23-Apr-15 3 Yrs.

75 Istak Ahmed Shareholder 500,000 1.00% 1202580051419505 23-Apr-15 3 Yrs.

76 Mrs. Rahima Akter Shareholder 25,000 0.05% 1203000068064623 23-Apr-15 3 Yrs.

77 Sohammad Shamim Mahbub Shareholder 25,000 0.05% 1203810025139521 23-Apr-15 3 Yrs.

78 Md. Maksudul Alom Shareholder 100,000 0.20% 1205200013679193 23-Apr-15 3 Yrs.

79 LT. Gen. Md Shamsul huque Shareholder 300,000 0.60% 1201690000776633 23-Apr-15 3 Yrs.

80 Inamul Haq Khan Shareholder 450,000 0.90% 1605430061483336 23-Apr-15 3 Yrs.

81 Mizanur Rahman Shareholder 100,000 0.20% 160543006253869 23-Apr-15 3 Yrs.

82 Md. Zahid Hossain Shareholder 150,000 0.30% 1201590004367882 23-Apr-15 3 Yrs.

83 Hasina Momtaz Shareholder 100,000 0.20% 1201700046166655 23-Apr-15 3 Yrs.

84 Mahamudul Karim Chowdhury Shareholder 100,000 0.20% 1203510014662188 23-Apr-15 3 Yrs.

85 Md. Sajedul Karim Shareholder 200,000 0.40% 1202010000616941 23-Apr-15 3 Yrs.

86 Salma zaman Shareholder 2,000,000 4.00% 1202830041154138 23-Apr-15 3 Yrs.

87 Abu Hasnat Md. Rezanur Sohel Shareholder 100,000 0.20% 1202830059155494 23-Apr-15 3 Yrs.

88 Asif Irtaza Islam Shareholder 500,000 1.00% 1202830004045050 23-Apr-15 3 Yrs.

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89 Bishwajit Das Shareholder 500,000 1.00% 1204220026120606 23-Apr-15 3 Yrs.

90 Suvra Prakash Dey Shareholder 50,000 0.10% 1202800021985265 23-Apr-15 3 Yrs.

91 Md. Anowar Hossain Shareholder 10,000 0.02% 1201950068001436 23-Apr-15 3 Yrs.

92 Jakia Sultana Shareholder 5,000 0.01% 1201950068055746 23-Apr-15 3 Yrs.

93 Md. Abul Khayer Shareholder 5,000 0.01% 1201950068055604 23-Apr-15 3 Yrs.

94 Mohammad Delu Shareholder 365,000 0.73% 1201590039377608 23-Apr-15 3 Yrs.

95 Shankar Chandra Das Shareholder 67,000 0.13% 1201590000700382 23-Apr-15 3 Yrs.

96 Humayun Kabir Shareholder 10,000 0.02% 1602170063911263 23-Apr-15 3 Yrs.

97 Mst. Mousumi Akter Shareholder 50,700 0.10% 1201950066683565 23-Apr-15 3 Yrs.

98 Humayun Kabir Shareholder 20,000 0.04% 1205590061488130 23-Apr-15 3 Yrs.

Total 50,000,000 100.00%

[From the issue date of Prospectus]

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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:

Dhaka Stock Exchange Limited (DSE)

9/F, Motijheel C/A, Dhaka‐1000; and

Chittagong Stock Exchange Limited (CSE) CSE Building, 1080 Sheikh Mujib Road, Chittagong.

Declaration about Listing of Shares with Stock Exchanges: None of the Stock Exchanges, if for any reason, grant listing within 75 days from the closure of subscription, any allotment in terms of this prospectus shall be void and the Company shall refund the subscription money within fifteen days from the date of refusal for listing by the stock exchange, or from the date of expiry of the said 75 (seventy-five) days, as the case may be.

In case of non‐refund of the subscription money within the aforesaid 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. Trading and Settlement; Trading and Settlement Regulation of the stock exchanges will apply in respect of trading and settlement of the shares of the Company. THE ISSUE SHALL BE PLACED IN “N” CATEGORY

Page: 213

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 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.

(c) Dividend policy;

i. The profit of the Company, subject to any special right relating thereto created or authorized to be created by the Memorandum and subject to the provisions of the Articles of Association, shall be divisible among the members in proportion to the amount of capital paid-up on the shares held by them respectively.

ii. No large dividend shall be declared than is recommended by the Directors, but the Company in its General Meeting may declare a smaller dividend. The declaration of Directors as to the amount of Net profit of the Company shall be conclusive.

iii. No dividend shall be payable except out of the profits of the Company or any other undistributed profits. Dividend shall not carry interest as against the Company.

iv. The Directors may from time to time pay the members such interim dividend as in their judgment the financial position of the Company may justify.

v. A transfer of shares shall not pass the right to any dividend declared thereon before the registration of transfer.

vi. No limitation in payment of dividend is stipulated in any debt instrument or otherwise. (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.

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CHAPTER (XXVI): FINANCIAL STATEMENTS (a) The latest financial statements prepared and audited by the Commission’s panel auditors in

adherence to the provisions of the Securities and Exchange Rules, 1987, the †Kv¤úvwb AvBb, 1994,

International financial Reporting and Auditing Standards as adopted in Bangladesh from time to time and any other law as applicable;

Independent Auditor’s Report

To the shareholders of BD PAINTS LIMITED

Report on the Financial Statements We have audited the accompanying Financial Statements of BD Paints Limited, which comprise the Statement of Financial Position as at 30 June 2018 and the Statement of Profit or Loss and Other Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Bangladesh Accounting Standards (BASs), Bangladesh Financial Reporting Standards (BFRSs), the Companies Act 1994, The Securities and Exchange Rules 1987 and other applicable laws and regulations, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. 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 (BSAs). 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. Opinion In our opinion, the financial statements prepared in accordance with Bangladesh Accounting Standards (BASs) and Bangladesh Financial Reporting Standards (BFRSs) give a true and fair view of the state of the affairs of the company as at 30 June 2018 and of the results of its operations and its cash flows for the year then ended and comply with the requirements of the Companies Act 1994, the Securities and Exchange Rules 1987 and other applicable laws and regulations.

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Report on Other Legal and Regulatory Requirements In accordance with the Companies Act 1994 and the Securities and Exchange Rules 1987, we further report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit and made due verification thereof;

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 company’s business.

Sd/- Dhaka August 20, 2018

MAHFEL HUQ & CO. Chartered Accountants

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BD PAINTS LIMITED Statement of Financial Position

As at June 30, 2018

Particulars Notes Amount in Taka

2018 2017

ASSETS

Non-Current Assets 417,879,624 211,223,026

Property, Plant & Equipment 3.00 417,879,624 150,571,124 Capital Work in Progress 4.00 - 60,651,902

Current Assets 365,888,160 216,754,228

Inventories 5.00 112,672,720 81,749,270 Trade and Other Receivables 6.00 115,424,278 86,822,663 Advances, Deposits & Prepayments 7.00 33,892,123 11,977,721 Cash and Cash Equivalents 8.00 103,899,039 36,204,574

Total Assets 783,767,784 427,977,254


Shareholders Equity 666,163,781 333,125,431

Share Capital 9.00 500,000,000 220,000,000 Retained Earnings 10.00 166,163,781 113,125,431

Non-Current Liabilities 39,941,716 17,977,983

Deferred Tax Liability 11.00 39,941,716 17,977,983

Current Liabilities 77,662,287 76,873,840

Trade and Other Payables 12.00 20,101,322 30,527,997 Provision for WPPF 13.00 4,079,873 - Liabilities for Expenses 14.00 3,950,003 3,410,132 Provision for Income Tax 15.00 49,531,089 42,935,711

Total Equity and Liabilities 783,767,784 427,977,254

Net Asset Value (NAV) Per Share 23.00 13.32 15.14

Annexed notes form an integral part of these financial statements.

Sd/- Sd/- Sd/- Chief Financial Officer Director Managing Director Signed in terms of our separate report of even date annexed. Sd/- Dhaka Date: 20-08-2018


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BD PAINTS LIMITED

Statement of Profit or Loss and Other Comprehensive Income For the year ended June 30, 2018


2018 2017

Sales Revenue 16.00 339,342,101 321,545,780 Less: Cost of Goods Sold 17.00 206,612,618 192,666,913

Gross Profit 132,729,483 128,878,867

Less: Operating Expenses 47,870,752 46,627,870

Administrative Expenses 18.00 29,849,604 29,651,787 Selling & distribution Expenses 19.00 18,021,148 16,976,083

Operating Income 84,858,731 82,250,997

Other non-operating income / (loss) 20.00 818,604 24,800

Profit before Contribution to WPPF & Welfare Fund 85,677,335 82,275,797 Less: Contribution to WPPF & Welfare Fund 13.00 4,079,873 -

Profit before Tax 81,597,462 82,275,797 Less: Income Tax Expenses 28,559,112 28,796,529

Current Tax 21.00 6,595,379 22,823,266 Deferred Tax 11.00 21,963,733 5,973,263

Net Profit after Tax 53,038,350 53,479,268

Earnings Per Share 22.00 2.13 2.43




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BD PAINTS LIMITED Statement of Changes in Equity

For the year ended June 30, 2018

Particulars Share Capital Retained Earnings Total Equity

Balance as at 01-07-2017 220,000,000 113,125,431 333,125,431

New Share Allotment 280,000,000 - 280,000,000

Net Profit for the year - 53,038,350 53,038,350

Closing Balance 30-06-2018 500,000,000 166,163,781 666,163,781

BD PAINTS LIMITED Statement of Changes in Equity


Particulars Share Capital Retained Earnings Total Equity

Balance as at 01-07-2016 220,000,000 59,646,163 279,646,163

Net Profit for the year - 53,479,268 53,479,268

Closing Balance 30-06-2017 220,000,000 113,125,431 333,125,431




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BD PAINTS LIMITED Statement of Cash Flows



2018 2017 Cash flows from operating activities:

Cash receipts from customers 25.00 311,054,870 295,365,480 Cash receipts from others income 26.00 504,220 24,800 Cash payment to suppliers 27.00 (220,113,520) (189,131,758) Cash payment to employees 28.00 (39,837,906) (37,202,481) Cash payment to others 29.00 (40,947,896) (25,253,258)

Cash generated from operations 10,659,768 43,802,783

Cash payment against income tax (8,451,221) (8,261,273)

Net Cash generate from Operating activities 2,208,548 35,541,510 Cash flows from investing activities:

Acquisition of property, plant and equipment 30.00 (214,514,083) (4,459,438) Advance paid for construction 31.00 - (782,400) Advance for BSCIC plot - (750,000) Sale of land & land development - 38,353,200 Capital work in progress - (40,747,415)

Net cash used in investing activities (214,514,083) (8,386,053)

Cash flows from financing activities:

Issuance of shares 9.00 280,000,000 -

Net cash generated from financing activities 280,000,000 -

Net increase/(decrease) in cash and cash equivalents 67,694,465 27,155,457 Cash and cash equivalents at beginning of the period 36,204,574 9,049,117

Cash and cash equivalents at end of the Period 103,899,039 36,204,574

Net operating cash flows per share (NOCFPS) 24.00 0.09 1.62




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BD PAINTS LIMITED Notes covering summary of significant accounting policies and other explanatory information

For the year ended June 30, 2018 1.00 REPORTING ENTITY: 1.01 Background of the Company: BD Paints Limited formerly Arafat Paint & Chemicals Industries Ltd was incorporated on 17 April

2014 vide incorporation no C-115399/14, as a private company limited by shares. The name has been changed on 4th September 2016. Arafat Paint & Chemicals Industries Ltd was incorporated as a private Limited Company by share to take over the business of M/S. Arafat paints and Chemical Works proprietor Mrs. Khaleda Begum Liyly. She started paint and chemical trading business in the year 2001 under the name & style Arafat Paint & Chemical Works. Later on, 17th July 2011, she started manufacturing unit to produce paints & Chemical. The company had been converted into a public limited company vide special resolution dated 22th July 2014 under the companies Act, 1994.

1.02 Registered Office of the Company: The registered office of the Company is located at A-17, BSCIC Industrial Estate, Barisal and

the Factory at A-17,22 BSCIC Industrial Estate, Barisal and having its Corporate office at Plot # 117/3, Nayabari Road, Sataish, Tongi, Gazipur.

1.03 Nature of the business: BD Paints Limited carried on business as local manufacturer of different types of paints. The

principal activities of the company are to manufacture and marketing different kinds paints such as distemper, acrylic emulsion, silk emulsion, synthetic, enamel paint, thinner, bdcem, wood protector, wood burnish, burnish oil, white cement, cement paint, weather coat, wall putty, aluminum paint, glycerin powder, chalk powder, black oxide, red oxide, under coat power finale, perfume finale, general car paint and varnish etc.

2.00 BASIS OF PREPARATION AND PRESENTATION OF FINANCIAL STATEMENTS: 2.01 Statements of Compliance: The Financial Statements of the Company have been prepared on a going concern basis under

historical cost convention and in accordance with the Bangladesh Accounting Standards (BASs) and Bangladesh Financial Reporting Standards (BFRSs), the Companies Act 1994, the Securities and Exchange Rules 1987 and other applicable laws & regulation for the company.

2.02 Going Concern: The company has adequate resources to continue its operation for the foreseeable future. As

such, the directors intended to adopt the going concern basis in preparing the financial statements. The current credit facilities and resources of the company provides sufficient fund to meet the present requirements of its existing business.

2.03 Accrual Basis: The financial statements have been prepared, except cash flow information, using the accrual

basis of accounting. 2.04 Components of the Financial Statements: According to BAS-1 “presentation of the Financial Statements” the complete set of financial

statement includes the following components a) Statement of Financial Position as at June 30, 2018; b) Statement of Profit or Loss and other Comprehensive Income for the year ended June 30,

2018; c) Statement of Changes in Equity for the year ended June 30, 2018;

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d) Statement of Cash Flows for the year ended June 30, 2018; and e) Notes covering summary of significant accounting policies and other explanatory

information. 2.05 Accounting Policies & Estimates: The preparation of these financial statements is in conformity with BASs/BFRSs which require

management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates and underlying assumptions are reviewed on an ongoing basis and used for accounting of certain items such as provision for expenses and depreciation.

2.06 Responsibility for Preparation and Presentation of Financial Statements: The Board of Directors is responsible for the preparation of financial statements under section

183 of the Companies Act, 1994 and as per the provision of “the Framework for the preparation and Presentation of Financial Statements” issued by the Bangladesh Accounting Standards (BASs).

2.07 Statement of Cash flows: Statement of Cash flows have been prepared in accordance with BAS-7 "Statement of Cash

Flows" and the cash flows from the operating activities have been presented under direct method considering the provisions of Paragraph 19 of BAS-7 which provides that "Entities are encouraged to report cash flows from operating activities using the direct method".

2.08 Applicable accounting standards: The following BASs and BFRSs are applicable for the financial statements for the year under

review:

BASs: BAS-1 Presentation of Financial Statements; BAS-2 Inventories; BAS-7 Statements of Cash flows; BAS-8 Accounting Policies, Changes in Accounting Estimates and Errors; BAS 10 Events after the reporting Period BAS 12 Income Taxes BAS 16 Property, Plant and Equipment BAS 18 Revenue BAS 19 Employee Benefits 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 BFRSs: BFRS 7 Financial Instruments: Disclosures BFRS 8 Operating Segments BFRS 13 Fair Value Measurement

2.09 Property, Plant and Equipment: 2.09.1 Recognition and Measurement All Property, Plant and Equipment are stated at cost less accumulated depreciation as per BAS-

16 “Property, Plant and Equipment”. The cost of acquisition of an asset comprises of its purchase price and any directly attributable cost of bringing the asset to its working condition for its intended use inclusive of inward freight, duties and non- refundable taxes.

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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 day to day maintenance 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 been charged at the following rates:

2.09.3 Retirement and Disposals: An asset is derecognized on disposal or when no future economic benefits are expected from its

use and subsequent disposal. Gain or loss arising from the retirement or disposal of an asset is determined as the difference between the net disposal proceeds and the carrying amount of the assets and is recognized as gain or loss from disposal of asset under other income in the statement of profit or loss and other comprehensive income.

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, BAS 36.

2.10 Revenue Recognition: In compliance with the requirements of BAS - 18 “Revenue”, revenue from receipts from customers

against sales is recognized when products are dispatched to customers, that is, when the significant risk and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be measured reliably.

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.

Name of Assets Rate Rate

2018 2017

Land 0% 0%

Land development 2% -

Building & civil Construction 3% 3%

Vehicles 10% 10%

Furniture & Fixture 10% 10%

Factory Equipment & Laboratory Equipment 5% -

Computer 10% 10%

Office Equipment 10% 10%

Generator 10% 10%

Water Pump 5% -

Machinery & Equipment 5% 5%

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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 on the balance sheet date if, as a result of past event, the Company

has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.

2.13 Employees’ Benefit The company maintains defined benefit plan for its eligible permanent employees. The eligibility

is determined according to the terms and conditions set forth in the respective deeds. 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: Short Term Employee Benefits Short-term employee benefits include wages, salaries, festival bonuses etc. Obligations for such

benefits are measured on an undiscounted basis and are expensed as the related service is provided.

Contribution to Workers’ Profit Participation and Welfare Funds This represents 5% of net profit before tax, contributed by the company as per provisions of

the Bangladesh Labor (amendment) Act, 2013. The company recognizes contribution to Workers’ Profit Participation and Welfare Fund in the accounts from the year 2018. The fund transfer is under process and will be paid after completion on necessary legal process.

2.14 Advances, Deposits and Prepayments Advances are initially measured at cost. After initial recognition advances are carried at cost

less deductions, adjustments or charges to other account heads such as PPE or inventory etc. 2.15 Functional and Presentational Currency: The financial statements are prepared in Bangladeshi Taka which is the Company’s functional

currency. 2.16 Income Tax: Current Tax: Current tax is the expected tax payable on the taxable income for the financial year, using tax

rates enacted or subsequently enacted after the reporting date and any adjustment to tax payable in respect of previous years. Provision for taxation is calculated on the basis of applicable current tax rate as per ITO 1984.The filed its income tax return and the assessment is under process.

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. The rate prevailing at the Financial Position date is used for determine the deferred tax.

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2.17 Earnings per share: The company calculates Earnings per Share (EPS) in accordance with BAS-33 “Earnings per

Share” which has been shown on the face of the Profit or Loss and other Comprehensive Income. Basic Earnings: This represents profit or loss at the end of the period attributable to ordinary shareholders of

the entity Earnings per Share: This has been calculated by dividing profit or loss attributable to ordinary shareholders of the

entity by the weighted average number of ordinary shares outstanding during the period. 2.18 Financial Instruments: A financial instrument is any contract that gives rise to a financial asset to one entity and a

financial liability or equity instrument to another entity as per BAS-39 “Financial Instruments Recognition and Measurement.”

Financial Assets: Financial assets of the company include cash and cash equivalents, equity instrument to another

entity, 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 derecognize 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.

Financial Liabilities: 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.

2.19 Cash and Cash Equivalents: According to BAS 7 Statement of Cash Flows, cash comprises cash in hand, short term deposit

and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in values.

2.20 Events after the Reporting Period: Events after the reporting period are those events, favorable and unfavorable, that occur

between the end of the reporting period and the date when the financial statements are authorized for issue. Two types of events can be identified:

Adjusting Events - those that provide evidence of conditions that existed at the end of the

reporting period. Non-adjusting Events- those that are indicative of conditions that arose after the reporting

period. Management of the company has taken close look whether any events after the reporting period

exist that need to take into account during the preparation of Financial statements. No such events occurred after the reporting period for which adjustment should be given or report should be made.

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2.21 Authorization date for issuing Financial Statements: The financial statements were authorized by the Board of Directors on August 20, 2018. 2.22 Comparative Information Comparative information has been disclosed in the respect of previous year for all numeric

information in the financial statements and also the narrative and descriptive information where it is relevant for understanding of the current year’s financial statement.

2.23 Segmental Reporting: As required by BFRS-8 "Operating Segments", if an entity operates business activities that may

earn revenues or incur expenses, whose operating results are regularly reviewed by the chief operating decision maker and for which discrete financial information is available

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 disclosed.

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 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, 2017 to June 30, 2018.

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Amount in Taka 30th June, 2018 30th June, 2017

3.00 Property, Plant and Equipment

These have arrived at as under:

Opening balance 176,249,380 170,017,992 Add: Addition during the year 276,698,385 44,584,588 Less: Adjustment during the year - 38,353,200 (A) Total Cost 452,947,765 176,249,380 B. Accumulated Depreciation

Opening balance 25,678,257 18,925,505 Add: Depreciation Charged for the year 9,389,884 6,752,752 Total: Depreciation (b) 35,068,141 25,678,257 WDV as on 30.06.2018 (A-B) 417,879,624 150,571,124

Property, Plant & Equipment's- details are shown in "Annexure- A"

4.00 Capital Work-In-Progress

A. Civil Construction

Opening balance

13,295,230 -

Add: Addition During the Year

48,754,414 13,295,230 Less: Transfer during the year

(62,049,644) -

- 13,295,230 B. Machinery & Equipment's

Opening balance

47,356,672 53,929,637

Add: Addition During the Year

60,478,990 27,452,185 Less: Transfer during the year

(107,835,662) (34,025,150)

- 47,356,672 Total: A+B

- 60,651,902

5.00 Inventories

This consists of the following

Raw Materials

Note: 17.01 46,541,560 28,329,790

Work-In-Process

Note: 17.00 18,025,470 16,745,210 Packing Materials

Note: 17.01 8,025,480 5,425,630

Finished Goods

Note: 17.00 39,258,760 30,565,850 Spare parts

Note: 17.02.1 821,450 682,790

112,672,720 81,749,270 6.00 Trade and Other Receivables

This consists of the following

A. Trade Receivable

Opening

86,822,663 60,642,363

Add: Sales during the year

339,342,101 321,545,780 Less: Adjusted/ recovery

(311,054,870) (295,365,480)

Trade Receivables Details are shown in "Annexure- B"

115,109,894 86,822,663

B. Other Receivable (Interest on FDR) 314,384 - (A+B)

115,424,278 86,822,663

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The classification of receivables as required as per Para 4, Schedule XI, part –I of the Companies Act 1994. are given below: Receivables considered good and in respect of which the company is fully secured.

- -

Receivables considered good for which the company holds no security other than the debtor’s personal security.

115,109,894 86,822,663

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 receivable 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.

- -

Total 115,109,894 86,822,663

7.00 Advances, Deposits & prepayments

Advances are initially measured at cost. After initial recognition, advances are carried at cost less deductions, adjustments or charges to other account heads such as property, plant and equipment or inventory, or any recurring expenses.

The break-up of the amount is given below:

Advance Income Tax Note: 7.01 16,712,494 8,261,273 Goods and service 124,560 1,225,600 VAT Current A/C 150,680 132,848 Advance for BSCIC Plot - 750,000 Advance for Warehouse Rent 15,000,000 - Advance for Rent - 100,000 Construction materials - 782,400 Security deposit for Electricity (WZPDCL) 42,000 21,000 Employees 1,850,925 704,600 Prepayment (Insurance) 11,464 - Total 33,892,123 11,977,721

7.01 Advance Income Tax Opening Balance 8,261,273 - Advance Tax paid during the year 8,451,221 8,261,273

16,712,494 8,261,273

Disclosure as per Schedule XI, Part I, Para 6 of the Companies Act, 1994

Particulars 30.06.2018 30.06.2017

Advance, deposits & prepayment considered good and in respect of which the company is fully secured.

33,892,123 11,977,721

Advance, deposits & prepayment considered good for which the company holds no security.

Nil Nil

Advance, deposits & prepayment considered doubtful or bad. Nil Nil

Advance, deposits & prepayment due by directors or other officers of the company or any of them either severally or jointly with any other person or Advance, deposits & prepayment due by firms or private companies respectively in which any director is a partner or a director or a member.

Nil Nil

Advance, deposits & prepayment due by companies under the same management.

Nil Nil

The maximum amount due by directors or other officers of the company at any time during the year.

Nil Nil

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8.00 Cash and Cash Equivalents The break-up of the amount is given below:

Cash in Hand 997,934 1,427,900 Cash at Bank Note:8.01 52,901,105 34,776,674 Short Term FDR 50,000,000 - Total: 103,899,039 36,204,574 8.01 Cash at Bank 52,901,105 34,776,674 One Bank Ltd, Barisal -3527 2,006,328 37,807 Mercantile Bank Ltd, Rampura-13091 377,845 45,123 Islami Bank Ltd, Barisal-316303 50,340,861 34,693,188 Islami Bank Ltd, Bhanga-92710 19,213 556 Islami Bank Ltd, Bhanga-108001 23,585 -

Export Import Bank of BD ltd, Uttara Ladies Branch-20133 133,273 -

The bank balance is agreed with respective bank statement.

9.00 Share Capital:

Authorized Capital

100,000,000 Ordinary Shares of Tk. 10 each

1,000,000,000 500,000,000

Issued, Subscribed & Paid-up Capital: 50,000,000 Ordinary Shares of Tk. 10 each fully paid up 500,000,000 220,000,000

Authorized Capital of the company is Tk. 1,000,000,000 divided into 100,000,000 ordinary shares of Tk. 10 each. Paid up capital of the company was tk. 95,000,000 divided into 9,500,000 ordinary share of tk. 10 each. The company raised its paid up capital from tk. 95,000,000 to tk. 220,000,000 with the consent of Bangladesh Securities and Exchange Commission (BSEC) through allotment dated 23th April, 2015. The paid up capital of the company has been increase from Tk. 95,000,000 to Tk. 220,000,000 through issuance of further 10,500,000 ordinary share of Tk. 10 each totaling Tk. 105,000,000 to the existing shareholders in cash and 2,000,000 ordinary share of Tk. 10 each totaling Tk. 20,000,000 other than cash ( land ) consideration through said allotment dated 23-04-2015.The paid up capital of the company has been increase from Tk. 220,000,000 to Tk. 500,000,000 through issuance of further 28,000,000 ordinary share of Tk. 10 each totaling Tk. 280,000,000 to the existing shareholders in cash through said allotment dated 24-05-2018. to make it up to its present figure of TK. 500,000,000/-.

9.01 Details of share holding position;

Name 30-06-2018

Share Holding

% of Holding position

30-06-2017 Share

Holding

% of Holding position

Aysha siddika 4,500,000 9.000 3,500,000 15.909

Md. Bellal Khan 7,000,000 14.000 2,000,000 9.091

Akhfa Nur 3,500,000 7.000 3,500,000 15.909

Md. Amin Ur Rashid 1,922,700 3.845 1,922,700 8.740

Mst. Shahnaz Akter 3,500,000 7.000 3,500,000 15.909

Nazmun Nahar 1,000,000 2.000 1,000,000 4.545

Md. Alauddin 500,000 1.000 500,000 2.273

Md. Mizanur Rahman 3,000,000 6.000 3,000,000 13.636

A.F.M. Anowarul Huq 500,500 1.001 500 0.002

Jannatul Marzan 216,500 0.433 500 0.002

Jannatul Ferdous Mim 215,500 0.431 500 0.002

Afrina Akter Mim 500 0.001 500 0.002

Shaharia Hossain Shuvo 500 0.001 500 0.002

Maruful Islam Turan 1,400,500 2.801 500 0.002

Taslima Begum 500,500 1.001 500 0.002

Page: 229

Sabila Sea Foods Ltd. 4,500,000 9.000 1,500,000 6.818

IBP Agrovet Ltd. 5,000,000 10.000 1,500,000 6.818

S.M. Shahidul Arafin 2,000 0.004 2,000 0.009

Md. Golam Reza Dulu 1,002,000 2.004 2,000 0.009

Nazia Rashid 1,000 0.002 1,000 0.005

MD. Kamruzzaman 202,000 0.404 2,000 0.009

Ziaul Ahsan 102,000 0.204 2,000 0.009

Abdul Kader Miah 351,000 0.702 1,000 0.005

Ayub Hossain Khan 151,000 0.302 1,000 0.005

Abdur Rob Khan 102,000 0.204 2,000 0.009

Md. Shahiduzzaman 2,000 0.004 2,000 0.009

S.M. Ashfaqur Rahman 201,000 0.402 1,000 0.005

Saiful Uddin 1,000 0.002 1,000 0.005

Md. Shakhawat Hossain 22,000 0.044 2,000 0.009

Md. Abul Hasan 51,000 0.102 1,000 0.005

Mrs. Beauty Akter 51,000 0.102 1,000 0.005

Akram Hossain Md. Feroz 1,001,000 2.002 1,000 0.005

BMSL Investment Ltd. 1,000 0.002 1,000 0.005

Md. Farid Ahmed 3,001,000 6.002 1,000 0.005

Md. Asaduz Zaman Mia 1,000 0.002 1,000 0.005

Md. Anayet Kabir 50,300 0.101 300 0.001

Nasir Uddin Ahmed 1,000 0.002 1,000 0.005

Md. Abdul Aziz 1,000 0.002 1,000 0.005

Md. Mozammel Hoque Akon 1,000 0.002 1,000 0.005

Samsun Naher Khan 100,500 0.201 500 0.002

Md. Mustafizur Rahman 101,000 0.202 1,000 0.005

Abdullah Abu Sahadat 50,000 0.100 1,000 0.005

BD Finance Securities 510,000 1.020 10,000 0.045

Abaci Investment Ltd. 1,001,000 2.002 1,000 0.005

Khandaker Mainul Hasan 101,000 0.202 1,000 0.005

Mohammed Ziaul Hossain 1,000 0.002 1,000 0.005

Mohammed Manjur Rashid 1,000 0.002 1,000 0.005

Akbor Hossain 1,000 0.002 1,000 0.005

Mohammed Zahirul Houque 1,000 0.002 1,000 0.005

Foiz Ahmed 51,000 0.102 1,000 0.005

Md. Khairul Islam 500 0.001 500 0.002

Rubel Deb 1,000 0.002 1,000 0.005

Farmers Hopes Ltd. 701,000 1.402 1,000 0.005

Horipur Feed Limited 501,000 1.002 1,000 0.005

Habibur Rahman Sikder 401,000 0.802 1,000 0.005

Shakil Mahmud 501,000 1.002 1,000 0.005

Md. Abdur Rashid 1,000 0.002 1,000 0.005

Md. Jahangir Alam 1,000 0.002 1,000 0.005

Homayra Binte Wali 301,000 0.602 1,000 0.005

Mohammed Towhidul Islam 501,000 1.002 1,000 0.005

Md. Abdul Jalil Mondol 1,000 0.002 1,000 0.005

Florida Tulip Agro Limited 1,000 0.002 1,000 0.005

Mst. Dilruba Khatun 1,000 0.002 1,000 0.005

Md. Faruque Hossain 1,000 0.002 1,000 0.005

Md. Habibur Rahman 1,000 0.002 1,000 0.005

Md. Wahidul Islam 1,000 0.002 1,000 0.005

Md. Nazmul Hossain 1,000 0.002 1,000 0.005

H. A. Mamun 51,000 0.102 1,000 0.005

Faryal Hafsa Ahmed 301,000 0.602 1,000 0.005

Syed Sakib Naim Uddin 201,000 0.402 1,000 0.005

Page: 230

Md. Akram Hossain 51,000 0.102 1,000 0.005

Moderis Ali 501,000 1.002 1,000 0.005

Anika Kaiser Bani 251,000 0.502 1,000 0.005

Tahmina Nupur 101,000 0.202 1,000 0.005

Kamrul Hasan 1,000 0.002 1,000 0.005

Md. Mudabbir Hossain 500 0.001 500 0.002

Shahanur Begum 151,000 0.302 1,000 0.005

Total 50,000,000 100.000 22,000,000 100.000

10.00 Retained Earnings


Opening Balance 113,125,431 59,646,163

Add: Profit for the year 53,038,350 53,479,268

166,163,781 113,125,431

11.00 Deferred Tax Liability


Carrying Value of Fixed Assets (Annexure-A) 417,879,624 150,571,124

As Tax Base (303,760,436) (99,205,458)

Temporary Difference 114,119,188 51,365,666

Deferred Tax Liabilities @ 35% 39,941,716 17,977,983

Opening Deferred Tax Liability 17,977,983 12,004,719

Deferred Tax Expenses 21,963,733 5,973,263 12.00 Trade and Other Payables


Opening Balance 30,527,997 15,495,362

Add: Purchase during the year 210,787,885 207,669,543

Less: Adjustment/payment (221,214,560) (192,636,908)

Trade Payables. 20,101,322 30,527,997

13.00 Provision for WPPF:

Opening WPPF - - Add: Addition during the year 4,079,873 - Total: 4,079,873 - Profit before contribution for WPPF 85,677,335 -

Provision for contribution @5% Profit After WPPF (For the year)

4,079,873 -

14.00 Liabilities for Expenses


Wages & allowance 1,147,423 1,221,351 Salary & allowances 1,764,431 1,428,775 Director Remuneration 100,000 100,000 Audit Fee 402,500 287,500 Electricity bill 135,460 133,557 Rent 122,560 37,810 BSCIC Rent & Service Charge 91,949 28,403 Other Expenses 185,680 172,736 Total 3,950,003 3,410,132

15.00 Provision for Income Tax

The break-up of the amount is given below: Opening Balance 42,935,711 20,112,445 Add: Provision during the year 6,595,379 22,823,266

49,531,089 42,935,711

Page: 231

16.00 Sales Revenue

This is made up as follows:

Gross Sales 390,243,416 369,777,647 Less: VAT 50,901,315 48,231,867

Sales Revenue Details are shown in

"Annexure- C" 339,342,101 321,545,780

17.00 Cost of Goods Sold

The break-up of the amount is given below: Materials Consumed Notes:17.01 188,246,830 186,317,882 Manufacturing Expenses Notes:17.02 28,338,958 25,711,203 Opening Work-In-Process 16,745,210 9,872,346 Closing Work-In-Process (18,025,470) (16,745,210) Cost of Goods Manufacture 215,305,528 205,156,221 Opening Finished Goods 30,565,850 18,076,542

Closing Finished Goods Details are shown in

"Annexure- D" (39,258,760) (30,565,850)

206,612,618 192,666,913

17.01 Raw Material Consumed

The break-up of the amount is given below: Opening Stock of Raw Materials 28,329,790 12,678,355 Opening Stock of Packing Materials 5,425,630 1,340,864 Add: Raw Material Purchased 170,022,830 167,570,560 Import 168,826,835 165,225,460 Local 1,195,995 2,345,100 Add: Packing Material Purchased 39,035,620 38,483,523 Material available for Consumption 242,813,870 220,073,302 Less: Closing Stock of Raw Materials (46,541,560) (28,329,790) Less: Closing Stock of Packing Materials (8,025,480) (5,425,630)

188,246,830 186,317,882

17.02 Manufacturing Expenses The break-up of the amount is given below: Wages & Allowance 14,802,560 14,656,210 Carriage Inwards 1,021,560 933,887 Electricity Bill 1,251,458 1,235,527 Generator Fuel 1,218,861 1,241,250 Factory Rent - 153,720 Spare parts Notes:17.02.1 1,590,775 1,585,080 Repair & Maintenance 285,465 281,055 Insurance Expense 61,504 - BSCIC Rent & Service Charge 91,949 28,403 Depreciation 8,014,826 5,596,071

28,338,958 25,711,203

17.02.1 Spare Parts Opening balance 682,790 652,410 Purchase during the period 1,729,435 1,615,460 Less: Closing balance (821,450) (682,790) Consumption 1,590,775 1,585,080

18.00 Administrative Expenses

The break-up of the amount is given below: Salary & Allowance 17,310,510 17,145,295 Director Remuneration 1,200,000 1,200,000 Board Meeting Fee 175,000 180,000 Rate & Taxes 190,120 185,650 Entertainment 2,745,860 2,812,485 Electric Bill 19,520 18,444

Page: 232

Telephone & Mobile Bill 148,240 145,820 Travel & Conveyance 2,274,150 2,254,830 Printing & Stationary 2,531,240 2,504,938 Office Expenses 765,410 761,420 Office Rent Expenses 150,000 300,000 Miscellaneous Expenses 581,245 575,630 Fuel & Oil 105,470 102,450 Repair & Maintenance 285,450 286,950 Bank charge 32,350 5,856 License & Renewal 13,950 7,520 Depreciation 662,980 621,248 Audit Fee 402,500 287,500 Legal & Professional Fee 220,150 214,500 Papers & Periodicals 35,459 41,250

29,849,604 29,651,787

19.00 Selling & distribution Expenses

The break-up of the amount is given below: Salary and Allowance 5,465,240 5,420,140 Transportation 2,147,850 2,185,240 Advertisement & Publicity 2,204,580 2,198,500 Carriage Outwards 1,541,260 1,474,210 Warehouse rent 735,360 - Depreciation 712,078 535,433 Sales promotion 5,214,780 5,162,560

18,021,148 16,976,083

20.00 Other non-operating income / (loss)

The break-up of the amount is given below: Wastage sales 452,119 24,800 Interest on FDR 314,384 - Bank Interest 52,101 -

818,604 24,800

21.00 Current Tax

The break-up of the amount is given below: Profit before tax as per account 81,597,462 82,275,797 Add: Accounting depreciation 9,389,884 6,752,752 Less: Tax base depreciation (72,143,407) (23,819,219) Taxable profit 18,843,939 65,209,330 Current Tax @ 35% 6,595,379 22,823,266

22.00 Earnings Per Share


Net Income after tax for the Year 53,038,350 53,479,268 Weighted Average number of ordinary shares outstanding 24,915,068 22,000,000 Earnings per share (Basic) 2.13 2.43 Weighted Average Number of Shares Weight

22,000,000 Shares 1 22,000,000 22,000,000 28,000,000 Shares 0.104 2,915,068 - Weighted Average Number of Shares 24,915,068 22,000,000

23.00 Net Asset Value (NAV) Per Share

Net Assets

666,163,781 333,125,431

Total Number of Shares

50,000,000 22,000,000 13.32 15.14

Page: 233

24.00 Net operating cash flows per share (NOCFPS)

Net Cash generate from Operating activities

2,208,548 35,541,510

Total Number of Shares

24,915,068 22,000,000 0.09 1.62

25.00 Cash receipts from customers

Opening receivable

86,822,663 60,642,363

Add: Sales during the year

339,342,101 321,545,780 Less: Closing receivable

(115,109,894) (86,822,663) 311,054,870 295,365,480

26.00 Cash receipts from others income

Wastage sales

452,119 24,800

Bank Interest

52,101 - 504,220 24,800

27.00 Cash payment to suppliers

Raw Material Purchase

(170,022,830

) (167,570,560)

Packing Material Purchase

(39,035,620) (38,483,523)

Spare parts Purchase

(1,729,435) (1,615,460) Opening Accounts Payable

(30,527,997) (15,495,362)

Closing Accounts Payable

20,101,322 30,527,997 Opening Advance goods

1,225,600 4,730,750

Closing Advance goods

(124,560) (1,225,600) (220,113,520) (189,131,758)

28.00 Cash payment to employees

Cash paid to Manufacturing employee:

Wages & Allowance

(14,802,560) (14,656,210)

Cash paid to Administrative employee:

Salary & Allowance

(17,310,510) (17,145,295)

Director Remuneration

(1,200,000) (1,200,000) Board Meeting Fee

(175,000) (180,000)

Cash paid to Selling & distribution employee:

Salary and Allowance

(5,465,240) (5,420,140)

Less: Opening Advance Salary and allowance

704,600 1,817,143 Add: Closing Advance Salary and others

(1,850,925) (704,600)

Less: Closing Liabilities salary and allowances

3,011,854 2,750,125 Add: Opening Liabilities salary and others:

(2,750,125) (2,463,504)

(39,837,906) (37,202,481) 29.00 Cash payment to others

(A) Cash payment to others for manufacturing exp

Carriage Inwards

(1,021,560) (933,887)

Electricity Bill

(1,251,458) (1,235,527) Generator Fuel

(1,218,861) (1,241,250)

Factory Rent

- (153,720) Repair & Maintenance

(285,465) (281,055)

Insurance Expense

(61,504) - BSCIC Rent & Service Charge

(91,949) (28,403)

Sub total

(3,930,797) (3,873,842)

(B) Cash paid to others for administrative exp.

Rate & Taxes

(190,120) (185,650)

Entertainment

(2,745,860) (2,812,485) Electric Bill

(19,520) (18,444)

Telephone & Mobile Bill

(148,240) (145,820) Travel & Conveyance

(2,274,150) (2,254,830)

Printing & Stationary

(2,531,240) (2,504,938)

Page: 234

Office Expenses

(765,410) (761,420)

Office Rent Expenses

(150,000) (300,000) Miscellaneous Expenses

(581,245) (575,630)

Fuel & Oil

(105,470) (102,450) Repair & Maintenance

(285,450) (286,950)

Bank charge

(32,350) (5,856) License & Renewal

(13,950) (7,520)

Audit Fee

(402,500) (287,500) Legal & Professional Fee

(220,150) (214,500)

Papers & Periodicals

(35,459) (41,250) Sub total

(10,501,114) (10,505,243)

(C) Cash paid to others for selling and distribution exp.

Transportation

(2,147,850) (2,185,240)

Advertisement & Publicity

(2,204,580) (2,198,500) Carriage Outwards

(1,541,260) (1,474,210)

Warehouse rent

(735,360) - Sales promotion

(5,214,780) (5,162,560)

Sub total

(11,843,830) (11,020,510) Total paid for others without adjustment (A+B+C)

(26,275,741) (25,399,595)

Adjustment for opening advance

253,848 208,765 Adjustment for closing advance

(15,204,144) (253,848)

Adjustment for opening liability

(660,006) (468,586) Adjustment for closing liability

938,149 660,006

Total cash paid for others

(40,947,896) (25,253,258)

30.00 Acquisition of property, plant and equipment

Property, Plant & Equipment addition during the year

(276,698,385

) 44,584,588

Less: Adjustment:

Advance paid for BSCIC Plot

750,000 (6,100,000)

opening Advance paid for Construction

782,400

Opening Work-In-Progress Civil Construction

13,295,230 - Opening Work-In-Progress Machinery & Equipments

47,356,672 (53,929,637)

Addition during the year Work-In-Progress Machinery & Equipments

- (27,452,185)

Closing Work-In-Progress Machinery & Equipments

- 47,356,672 (214,514,083) 4,459,438

31.00 Advance paid for construction

Closing Advance Construction

- (782,400) - (782,400)

Page: 235

32.00 Related parties disclosure

The company carried out a number of transactions with related parties. The following are the related parties transactions of the BD Paints Ltd has been disclosed as required by BAS 24 Related Party Disclosures.

(a) Short term employee benefits:

(i) Remuneration

Name Designation Nature of Transaction

Amount in (BDT)

Amount in (BDT)

2017-2018

2016-2017

Mr. Md. Bellal Khan Managing Director Remuneration 1,200,000 1,200,000

Mr. Md. Bellal Khan Managing Director Remuneration Payable 100,000 100,000 (ii) Board meeting fee

Name Designation Nature of

Transaction

2017-2018 2016-2017 Amount in

(BDT) Amount in

(BDT)

Held meeting

Attend meeting

Held meeting

Attend meeting

2017-2018

2016-2017

Aysha siddika Chairman

Board Meeting

fee

12 12 12 12 60,000 60,000


12 12 12 12 60,000 60,000

Jannatul Ferdous Mim Nominee

Director (Sabila Sea Food Ltd.)

12 3 12 - 15,000 -

Maruful Islam Turan Nominee

Director (IBP Agrobet Ltd.)

12 3 12 - 15,000 -

Akhfa Nur Ex-Director 12 5 12 12 25,000 60,000 Jannatul Ferdous Mim and Maruful Islam Turan were appointed Director on 25th January 2018. Akhfa Nur has resigned from Director's position on 25th January 2018. (b) Post-employee benefits : Nil

(c) Other long term benefits: Nil

(d) termination benefits : Nil

(e) share-based payment : Nil

(f) Others

Name Designation Nature of Transaction

Amount in (BDT)

Amount in (BDT)

2017-2018

2016-2017


Sale of land

- 9,588,300

Amir Hossain Ex-Director - 19,176,600

Md. Amin Ur Rashid Ex-Director - 9,588,300

33.00 Disclosure as per Schedule XI, Part II, Para 3,4,7 & 8 of the Companies Act.1994 33.01 Schedule of Note 5 Para 3:- Employees

Breakup of the expenditure incurred on employees: Particulars 2018 2017

Receipt aggregate salary throughout the financial year whose salary was not less than Tk. 3000

172 145

Receipt aggregate salary part of the financial year whose salary was less then Tk. 3000

- -

33.02 Schedule of Para 3: (a): Sales Revenue

Particulars 2018 2017 Sales Revenue in BDT. 339,342,101 321,545,780 Sales Revenue in Quantity (M.Ton) 2,327.82 2,250.37 b) No Commission paid to selling agents during the year. c) No brokerage and discount paid on sales during the year.

Page: 236

d)(i): Raw Materials Consumed Particulars 2018 2017 Raw Materials (Value in BDT) 151,811,060 151,919,125 Raw Materials Quantity (Kg) 1,579,555.30 1,599,148.68 (d)(ii): Finished Goods Particulars 2018 2017 Opening Quantity (M.Ton) 357.01 211.14 Production Quantity (M.Ton) 2,410.31 2,396.24 Closing Quantity (M.Ton) 439.49 357.01

33.03 Para 4:

The following payments provided or made during the financial year to the directors, including managing director, the managing agent or managers, if any, by the company.

Particulars 30.06.2018 30.06.2017

a. Managerial Remuneration paid or payable during the year to the directors, including managing directors, a managing agent or manager.

1,200,000 1,200,000

b. Expenses reimbursed to Managing Agent Nil Nil

c. Commission or Remuneration payable separately to a managing agent or his associate

Nil Nil

d. Commission received or receivable by the managing agent or his associate as selling or buying agent of other concerns in respect of contracts entered into by such concerns with the company.

Nil Nil

e. The money value of the contracts for the sale or purchase of goods and materials or supply of services, entered into by the company with the managing agent or his associate during the financial year.

Nil Nil

f. Any other perquisite or benefits in cash or in kind stating, approximate money value where applicable.

Nil Nil

g. Other allowances and commission including guarantee commission Nil Nil

h Pensions etc. Nil Nil (i) Pensions Nil Nil (ii) Gratuities Nil Nil

(iii) Payments from a provident funds, in excess of own subscription and interest thereon

Nil Nil

(iv) Compensation for loss of office Nil Nil (v) Consideration in connection with retirement from office. Nil Nil

33.04 Para 7: Capacity Utilization The production capacity and utilization of its are as follows:

Particulars

2018 2017 Quantity in M.Ton Installed Capacity 5,000.00 3,900.00 Actual Production 2,410.31 2,396.24 Capacity Utilization (%) 48.21 61.44

Page: 237

33.05 Para 8

(a) During the period 1st July 2017 to 30th June 2018 total Value of import equivalent USD 2,056,056 on CIF basis.

Particulars Amount In

USD Amount In

USD Import of raw Materials 2,056,056 2,102,105 Components and Spare parts - - Capitals goods - - Total: 2,056,056 2,102,105

(b) Company did not pay 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 all raw materials, spare parts and components consumed during the financial year and the value of all indigenous raw materials, spare parts and components similarly consumed and the percentage of each to the total consumption:

30-Jun-18

Particulars Opening Balance

Total Purchase during the

Year

Closing Balance

Consumption % of

Consumption

Raw Materials Consumed (Import)

27,753,742 168,826,835 46,186,670 150,393,907 99.07%

Raw Materials Consumed (Local)

576,048 1,195,995 354,890 1,417,153 0.93%

Total Raw Materials 28,329,790 170,022,830 46,541,560 151,811,060 100.00% Spare parts 682,790 1,729,435 821,450 1,590,775 100.00%

Packing Materials

Consumed (Local) 5,425,630 39,035,620 8,025,480 36,435,770 100.00%

30-Jun-17

Particulars Opening Balance

Total

Purchase during the

Year

Closing Balance

Consumption % of

Consumption

Raw Materials

Consumed (Import) - 165,225,460 27,753,742 137,471,718 90.49%

Raw Materials Consumed (Local)

12,678,355 2,345,100 576,048 14,447,407 9.51%

Total Raw Materials 12,678,355 167,570,560 28,329,790 151,919,125 100.00% Spare parts 652,410 1,615,460 682,790 1,585,080 100.00%

Packing Materials Consumed (Local)

1,340,864 38,483,523 5,425,630 34,398,757 100.00% Particulars 30.06.2018 30.06.2017

(d) The amount remitted during the year in foreign currencies on account of dividends.

Nil Nil (e) Earnings in foreign exchange classified under the following heads, namely- (i) Export of goods calculated on F.O.B basis; Nil Nil (ii) Royalty, know-how, professional and consultation feed; Nil Nil (iii) Interest and dividend; Nil Nil (iv) Other income, indicating the nature thereof. Nil Nil

Page: 238

BD PAINTS LIMITED Schedule of Property, Plant & Equipment

As at June 30,2018 Annexure: A

Particulars

Cost Rate Depreciation Written down

Balance as on

Addition during

Balance as on

of Balance as

on Charged during

Balance as on

value as on

01-Jul-17 the year 30/6/2018 Dep. 01-Jul-17 the year 30/6/2018 30/6/2018

Land 989,880 1,209,880 2,199,760 0% - - - 2,199,760 Land development - 12,041,044 12,041,044 2% - 80,274 80,274 11,960,770 Building & civil Construction 9,569,558 62,049,644 71,619,202 3% 95,696 594,464 690,160 70,929,042 Vehicles 5,625,670 5,524,520 11,150,190 10% 806,769 712,078 1,518,847 9,631,343 Furniture & fixtures 6,683,130 2,542,680 9,225,810 10% 1,669,217 564,958 2,234,175 6,991,635 Factory Equipment & Laboratory Equipment

23,284,317 82,051,965 105,336,282 5% 3,408,484 1,335,675 4,744,159 100,592,123

Computer 70,465 1,171,660 1,242,125 10% 16,242 24,950 41,192 1,200,933 Office Equipment 1,008,430 1,245,680 2,254,110 10% 485,331 73,071 558,402 1,695,708 Generator 480,000 - 480,000 10% 225,105 25,490 250,595 229,405 Water Pump - 1,025,650 1,025,650 5% - 51,283 51,283 974,367 Machinery & Equipment 128,537,930 107,835,662 236,373,592 5% 18,971,413 5,927,641 24,899,054 211,474,538

Balance as at June 30, 2018 176,249,380 276,698,385 452,947,765 25,678,257 9,389,884 35,068,141 417,879,624


Allocation of Depreciation

Factory 8,014,826

Administration 662,980

Selling & distribution 712,078

9,389,884

Page: 239

BD PAINTS LIMITED Details of Accounts Receivables

As at June 30,2018 Annexure- B

S/L No

Name of the receivables Amount in TK

2018 2017

1 NUR Varieties Store, Kalir Bazar, Madarepur. 4,278,650 3,599,038

2 Nazmul Hardware, Shibchar Bangla Bazar, Madarepur. 2,451,771 1,857,402

3 L.A Enterprise, Goal Chamod, Faridpur. 7,674,910 5,814,326

4 Mirdha Enterprise, Kalapara, Patuakhali. 1,965,145 1,488,746

5 Hawlader Hardware, Badghat, Patuakhali. 4,613,514 3,495,086

6 Sanawar Hardware, Kabiraj Pur, Takarhat. 4,875,630 3,973,112

7 Marjuka Enterprise, Mostofapur, Madarepur 4,261,957 3,228,755

8 Nur Hardware, Modhukhali Bazar, Faridpur. 4,658,198 3,528,938

9 Tamim Hardware, Bhola New Bus stand, Bhola 4,623,765 3,502,852

10 MA Enterprize, Mollha Markat, Rupatoli, Barisal. 4,788,641 3,627,758

11 Aiayan Hardware, Raj Bare More, Faridpur. 4,564,433 3,457,904

12 Anis Enterprise,71-Markat Shebchar Bazar, Madarepur. 967,621 733,046

13 Barisal Hardware, Amtala Sagordi Bazar, Barisal. 8,152,470 7,831,537

14 Rajib Enterprise, Valu Mia, Bhola. 1,357,335 1,028,284

15 Shabu Enterprise, T.N.T Road, Galachipa. 8,082,883 6,123,396

16 MA. Babar Dowa, Mollha Markat, Rupatoli, Barisal. 2,833,721 2,146,758

17 Rabbani Hardware, Jhlakathi Sadar 4,571,266 3,463,080

18 Lamiya Enterprise, Hatkhola Road, Barisal 1,079,280 817,636

19 Genarel Enterprise, East Chadkathi, Jahalakathi 4,552,287 3,448,702

20 Parbot Hardware, Line Road, Barisal 4,543,788 3,442,264

21 Shikha Enterprise, Kamar Potti, Jhalakathi 452,130 132,732

22 Sajib Hardware, Line Road, Barisal 3,983,219 3,017,590

23 Lucky Store, Sadar Road, Bhola 9,456,393 7,163,934

24 Nafija hardware, Monohari Patty, Bhola 2,842,150 2,682,678

25 Liakot hardware, Sadar Road, Bhola 2,456,320 2,203,937

26 Lota Hardware, Natun Bazar, Bhola 2,875,425 2,300,095

27 Sathi Enterprize, Monohari patty, Jhalakathi 3,185,645 2,713,077

28 Saikat Variety Store, Chalkjadu Road, Thana More, Bogura 825,450 -

29 Sumi Hardware, Railway Market, Bogura. 745,680 -

30 Sree Grue Hardware, Railway Market, Bogura. 325,640 -

31 Uttra Metal, Singra, Natore 515,690 -

32 Morium Hardware, Nojipur, Noungon 525,685 -

33 Real Metal, BSCIC, Bogra 632,580 -

34 Uttra Metal, Station Road, Rajshahi 637,996

35 M/S Padma Color World, Khanjahan Ali Road, Khulna. 752,630 -

Total 115,109,894 86,822,663

Page: 240

BD PAINTS LIMITED Details of Sales

As at June 30,2018 Annexure- C

SL No.

Product Name Pack Size Quantity

(Pcs) Amount in Tk

(2018) Quantity

(Pcs) Amount in Tk

(2017)

1 Synthetic Enamel Paint

3.64 Ltr 9,450 8,599,500 9,312 6,592,896

0.91 Ltr 10,560 2,534,400 9,520 1,789,760

0.455 Ltr 8,580 1,072,500 8,527 832,235

0.200 Ltr 15,480 897,840 10,248 459,110

0.113 Ltr 15,680 548,800 9,891 253,210

0.056 Ltr 20,152 403,040 9,819 141,394

2 Synthetic Polyvinyl Distemper (SPD)

18.20 Lit 7,540 14,929,200 7,960 12,799,680

3.64 Ltr 5,520 2,263,200 5,480 1,841,280

0.91 Ltr 6,349 730,135 9,680 913,792

3 Plastic Emulsion Paint

18.20 Lit 8,520 41,066,400 10,540 35,583,040

3.64 Ltr 9,560 9,560,000 12,546 9,083,304

0.91 Ltr 14,630 3,950,100 14,850 2,851,200

0.455 Ltr 10,140 1,419,600 9,312 893,952

4 Super Silk 3.64 Lit 15,240 17,312,640 9,868 11,210,048

0.91 Ltr 12,960 3,784,320 9,560 2,791,520

5 Weather Coat

18.20 Lit 4,120 17,304,000 8,562 35,960,400

3.64 Ltr 6,540 8,502,000 9,560 8,489,280

0.91 Ltr 7,470 2,539,800 8,890 2,133,600

0.455 Ltr 12,478 2,183,650 9,890 1,226,360

6 Water Sealer

18.20 Lit 13,011 36,430,800 12,692 35,537,600

3.64 Ltr 8,520 5,964,000 9,562 5,584,208

0.91 Ltr 9,750 1,755,000 9,789 1,331,304

7 Exterior Sealer 18.20 Lit 12,520 36,558,400 9,658 28,201,360

3.64 Ltr 13,240 8,261,760 10,896 6,799,104

8 Hammer Finish 0.91 Ltr 12,425 3,578,400 11,569 3,331,872

0.455 Ltr 4,520 687,040 8,965 1,362,680

9 Aluminium Paint

3.64 Ltr 10,230 13,299,000 9,312 7,822,080

0.91 Ltr 10,560 3,379,200 10,250 2,214,000

0.455 Ltr 3,520 580,800 4,598 496,584

0.200 Ltr 15,250 1,296,250 9,458 544,781

10 Synthetic Clear Varnish

3.64 Ltr 6,485 4,331,980 8,580 5,731,440

0.91 Ltr 6,520 1,630,000 10,580 1,819,760

0.455 Ltr 4,675 607,750 4,581 421,452

0.200 Ltr 12,980 843,700 6,580 289,520

11 Bdcem

40Kg 7,850 18,840,000 4,735 11,364,000

20Kg 8,954 11,532,752 6,520 8,397,760

5Kg 9,520 3,427,200 5,963 2,146,680

12 A/C Red Oxide Primer

18.20 Lit 4,389 11,586,960 10,580 27,931,200

3.64 Ltr 8,982 6,736,500 11,250 6,390,000

0.91 Ltr 5,690 1,251,800 10,586 1,609,072

0.455 Ltr 9,850 1,182,000 5,839 504,490

13 Marine Red lead Primer 3.64 Ltr 2,521 2,500,832 6,933 6,877,536

0.91 Ltr 7,892 2,020,352 7,856 2,011,136

14 Wall Putty 25 Kg 12,530 17,542,000 9,890 13,846,000

5 Kg 13,055 3,916,500 10,447 3,134,100

Total: 339,342,101 321,545,780

Page: 241

BD PAINTS LIMITED Finished Goods 30th June 2018.

Annexure- D SL

No. Product Name Pack Size

Quantity (Pcs)

Amount in Tk (2018)

Quantity (Pcs)

Amount in Tk (2017)


3.64 Ltr 1,652 1,202,656 1,520 860,928

0.91 Ltr 1,520 291,840 1,450 218,080

0.455 Ltr 1,747 174,700 1,620 126,490

0.200 Ltr 1,623 75,307 1,545 55,373

0.113 Ltr 1,850 51,800 1,750 35,840

0.056 Ltr 921 14,736 849 9,780


18.20 Lit 1,250 1,980,000 1,150 1,479,360

3.64 Ltr 1,745 572,360 1,652 444,058

0.91 Ltr 1,620 149,040 1,520 114,790


18.20 Lit 1,742 6,717,152 1,650 4,456,320

3.64 Ltr 1,692 1,353,600 1,598 925,562

0.91 Ltr 745 160,920 647 99,379

0.455 Ltr 862 96,544 652 50,074

4 Super Silk 3.64 Lit 685 622,528 652 592,538

0.91 Ltr 890 207,904 780 182,208

5 Weather Coat

18.20 Lit 1,020 3,427,200 960 3,225,600

3.64 Ltr 741 770,640 650 461,760

0.91 Ltr 895 243,440 620 119,040

0.455 Ltr 985 137,900 950 94,240

6 Water Sealer

18.20 Lit 1,365 3,057,600 1,250 2,800,000

3.64 Ltr 1,257 703,920 1,148 536,346

0.91 Ltr 780 112,320 680 73,984

7 Exterior Sealer 18.20 Lit 450 1,051,200 320 747,520

3.64 Ltr 745 371,904 645 321,984

8 Hammer Finish 0.91 Ltr 1,251 288,230 1,210 278,784

0.455 Ltr 1,620 196,992 1,586 192,858

9 Aluminium Paint

3.64 Ltr 1,254 1,304,160 1,920 1,290,240

0.91 Ltr 1,847 472,832 1,782 307,930

0.455 Ltr 1,745 230,340 1,620 139,968

0.200 Ltr 1,560 106,080 1,420 65,434


3.64 Ltr 1,150 614,560 1,860 993,984

0.91 Ltr 1,449 289,800 1,230 169,248

0.455 Ltr 1,250 130,000 1,119 82,358

0.200 Ltr 1,523 79,196 1,452 51,110

11 Bdcem

40Kg 582 1,117,440 552 1,059,840

20Kg 1,020 1,051,008 985 1,014,944

5Kg 950 273,600 650 187,200


18.20 Lit 950 2,006,400 850 1,795,200

3.64 Ltr 1,564 938,400 1,681 763,846

0.91 Ltr 1,523 268,048 1,450 176,320

0.455 Ltr 1,682 161,472 1,520 105,062

13 Marine Red lead Primer

3.64 Ltr 1,350 1,071,360 1,250 992,000

0.91 Ltr 1,256 257,229 1,465 300,032

14 Wall Putty 25 Kg 4,000 4,480,000 1,896 2,123,520

5 Kg 1,560 374,400 1,853 444,720

Total: 39,258,760 30,565,850

Page: 242

(b) Information as is required under section 186 of the †Kv¤úvwb AvBb, 1994 relating to holding

company; This information is not applicable for BDPL.

(c) Selected ratios as specified in Annexure-D;

Auditor's certificate regarding calculation of EPS and Ratios This is to certify that BD Paints Limited has maintained the following ratios as computed on the basis of the audited financial statements for the year ended 30 June 2018, 2017, 2016 and for the period ended 30 June, 2015.


Ratio I. Liquidity Ratios:

(i) Current Ratio 4.71 2.82 3.25 3.29

(ii) Quick Ratio 2.82 1.60 1.81 1.89

II. Operating Efficiency Ratios:

(i) Accounts Receivable Turnover Ratio 3.36 4.36 4.25 5.22

(ii) Inventory Turnover Ratio 2.13 3.10 3.38 3.74

(iii) Asset Turnover Ratio 0.56 0.85 0.67 0.68

III. Profitability Ratios:

(i) Gross Margin Ratio 39.11% 40.08% 40.03% 39.85%

(ii) Operating Profit Ratio 25.01% 25.58% 22.77% 22.83%

(iii) Net Profit Ratio 15.63% 16.63% 14.80% 14.84%

(iv) Return on Assets Ratio 8.75% 14.11% 9.98% 10.05%

(v) Return on Equity Ratio 10.62% 17.45% 11.66% 11.59%

(vi) Earnings Per Share (EPS) 2.13 2.43 1.40 2.38

(vii) Earnings before interest, taxes, depreciation and amortization (EBITDA) margin

26.81% 27.69% 25.67% 24.97%

IV. Solvency Ratios:

(i) Debt to Total Assets Ratio - - - -

(ii) Debt to Equity Ratio - - - -

(iii) Times Interest Earned Ratio - - - -

(iv) Debt Service Coverage Ratio - - - -

V. Cash Flow Ratios:

(i) Net Operating Cash Flow per Share (NOCFPS)

0.09 1.62 0.66 0.45

(ii) NOCFPS to EPS Ratio 0.04 0.67 0.47 0.19

Sd/- Place: Dhaka Mahfel Huq & Co. Date: September 06, 2018 Chartered Accountants

Page: 243

Ratio Calculation

Particulars Formula 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15

Calculation Ratio Calculation Ratio Calculation Ratio Calculation Ratio

I. Liquidity Ratios:

(i) Current Ratio Current Assets/Current Liabilities 365,888,160

4.71 216,754,228

2.82 125,168,655

3.25 101,117,716

3.29 77,662,287 76,873,840 38,539,897 30,720,472

(ii) Quick Ratio (Current Assets-Inventories-Advance, Deposit & Prepayments)/Current Liabilities

219,323,317 2.82

123,027,237 1.60

69,691,480 1.81

57,912,636 1.89

77,662,287 76,873,840 38,539,897 30,720,472

II. Operating Efficiency Ratios:

(i) Accounts Receivable Turnover Ratio Net Sales/Average Accounts Receivables 339,342,101

3.36 321,545,780

4.36 208,156,784

4.25 194,346,969

5.22 101,123,470 73,732,513 48,930,742 37,219,120

(ii) Inventory Turnover Ratio Cost of Goods Sold /Average Inventory 206,612,618

2.13 192,666,913

3.10 124,837,988

3.38 116,898,751

3.74 97,210,995 62,184,894 36,929,244 31,237,970

(iii) Asset Turnover Ratio Net Sales/Average Total Assets 339,342,101

0.56 321,545,780

0.85 208,156,784

0.67 194,346,969

0.68 605,872,519 379,084,016 308,641,769 287,092,758

III. Profitability Ratios:

(i) Gross Margin Ratio Gross Profit/Net Sales 132,729,483

39.11% 128,878,867

40.08% 83,318,796

40.03% 77,448,218

39.85% 339,342,101 321,545,780 208,156,784 194,346,969

(ii) Operating Profit Ratio Operating Profit/Net Sales 84,858,731

25.01% 82,250,997

25.58% 47,391,918

22.77% 44,371,409

22.83% 339,342,101 321,545,780 208,156,784 194,346,969

(iii) Net Profit Ratio Net Profit after Tax/Net Sales 53,038,350

15.63% 53,479,268

16.63% 30,804,747

14.80% 28,841,416

14.84% 339,342,101 321,545,780 208,156,784 194,346,969

(iv) Return on Assets Ratio Net Profit after Tax/Average Total Assets 53,038,350

8.75% 53,479,268

14.11% 30,804,747

9.98% 28,841,416

10.05% 605,872,519 379,084,016 308,641,769 287,092,758

(v) Return on Equity Ratio Net Profit after Tax/Average Total Shareholders’ Equity

53,038,350 10.62%

53,479,268 17.45%

30,804,747 11.66%

28,841,416 11.59%

499,644,606 306,385,797 264,243,789 248,841,416

(vi) Earnings Per Share (EPS) Net Profit after Tax/Weighted Average Number of Ordinary Shares Outstanding

53,038,350 2.13

53,479,268 2.43

30,804,747 1.40

28,841,416 2.38

24,915,068 22,000,000 22,000,000 12,142,045


EBITDA/Net Sales 90,987,346

26.81% 89,028,549

27.69% 53,434,401

25.67% 48,536,250

24.97% 339,342,101 321,545,780 208,156,784 194,346,969


(i) Debt to Total Assets Ratio Total Debt/Total Assets -

- -

- -

- -

- 783,767,784 427,977,254 330,190,779 287,092,758

(ii) Debt to Equity Ratio Total Debt/Total Equity -

- -

- -

- -

- 666,163,781 333,125,431 279,646,163 248,841,416

(iii) Times Interest Earned Ratio EBIT/Financial Expenses 81,597,462

- 82,275,797

- 47,391,918

- 44,371,409

- - - - -

(iv) Debt Service Coverage Ratio Net Operating Profit / Total Debt Service 94,248,615

- 89,003,749

- 53,434,401

- 48,536,250

- - - - -


(i) Net Operating Cash Flow per Share (NOCFPS) Net Operating Cash Flow/ Number of Ordinary Shares Outstanding

2,208,548 0.09

35,541,510 1.62

14,482,869 0.66

5,461,284 0.45

24,915,068 22,000,000 22,000,000 12,142,045

(ii) NOCFPS to EPS Ratio Net Operating Cash Flow per Share/EPS 0.09

0.04 1.62

0.67 0.66

0.47 0.45

0.19 2.13 2.43 1.40 2.38

Page: 244

Comparison ratios with the industry average ratios of the same periods:

BD Paints Limited Industry

Average * Remark/ Explanation

Particulars 30-Jun-18 31-Mar-18

Ratio Ratio I. Liquidity Ratios:

(i) Current Ratio 4.71 2.02 BDPL's Current Ratio is better than industry average current ratio.

(ii) Quick Ratio 2.82 1.04 BDPL's Ratio is better than industry average ratio. II. Operating Efficiency Ratios:

(i) Accounts Receivable Turnover Ratio 3.36 12.34 BDPL's Ratio is not satisfactory with the industry average ratio.

(ii) Inventory Turnover Ratio 2.13 4.38 BDPL's Ratio is not satisfactory with the industry average ratio.

(iii) Asset Turnover Ratio 0.56 1.89 BDPL's Ratio is not satisfactory with the industry average ratio. III. Profitability Ratios:

(i) Gross Margin Ratio 39.11% 44.62% BDPL's Ratio is satisfactory with the average industry ratio.

(ii) Operating Profit Ratio 25.01% 14.11% BDPL's Ratio is better than industry average ratio.

(iii) Net Profit Ratio 15.63% 10.13% BDPL's Ratio is better than industry average ratio.

(iv) Return on Assets Ratio 8.75% 19.16% BDPL's Ratio is not satisfactory with the industry average ratio.

(v) Return on Equity Ratio 10.62% 29.25% BDPL's Ratio is not satisfactory with the industry average ratio.

(vi) Earnings Per Share (EPS) 2.13 7.20 BDPL's Ratio is satisfactory with the industry average ratio.


26.81% 16.50% BDPL's Ratio is better than industry average ratio.


(i) Debt to Total Assets Ratio 0.00 0.0001 BDPL's Ratio is Null as the company has no long term & short-term debt.

(ii) Debt to Equity Ratio 0.00 0.0001 BDPL's Ratio is Null as the company has no long term & short-term debt.

(iii) Times Interest Earned Ratio 0.00 328.14 BDPL's Ratio is Null as the company has no financial expenses.

(iv) Debt Service Coverage Ratio 0.00 Not

Available BDPL's Ratio is Null as the company has no long term & short-term debt.



0.09 0.06 BDPL's Ratio is satisfactory as Net Operating Cash Flow is positive.

(ii) NOCFPS to EPS Ratio 0.04 0.001 BDPL's Ratio is satisfactory as Net Operating Cash Flow is positive. * The Industry average ratio is calculated through using the ratio of a listed similar company namely Berger Paints Bangladesh Limited for the year ended March 31, 2018.

Page: 245



Particulars 30-Jun-17 31-Mar-17






(iii) Asset Turnover Ratio 0.85 1.97 BDPL's Ratio is satisfactory with the industry average ratio. III. Profitability Ratios:

(i) Gross Margin Ratio 40.08% 48.60% BDPL's Ratio is satisfactory with the industry average ratio.





(vi) Earnings Per Share (EPS) 2.43 7.80 BDPL's Ratio is satisfactory with the industry average ratio.


27.69% 19.23% BDPL's Ratio is satisfactory with the industry average ratio.










(ii) NOCFPS to EPS Ratio 0.67 0.001 BDPL's Ratio is satisfactory as Net Operating Cash Flow is positive. * The Industry average ratio is calculated through using the ratio of a listed similar company namely Berger Paints Bangladesh Limited for the year ended March 31, 2017.

Page: 246



Particulars 30-Jun-16 2016

Ratio Ratio

I. Liquidity Ratios:

(i) Current Ratio 3.25 0.00

(ii) Quick Ratio 1.81 0.00 II. Operating Efficiency Ratios:

(i) Accounts Receivable Turnover Ratio 4.25 0.00

(ii) Inventory Turnover Ratio 3.38 0.00

(iii) Asset Turnover Ratio 0.67 0.00 III. Profitability Ratios:

(i) Gross Margin Ratio 40.03% 0.00 * In the Industry there has only one listed similar company namely Berger Paints Bangladesh Limited but there have no accounts available for the year 2016. The company has done the accounts for the year ended 31st December, 2015 and for the period ended 31st March, 2017 which is for fifteen months.

(ii) Operating Profit Ratio 22.77% 0.00

(iii) Net Profit Ratio 14.80% 0.00

(iv) Return on Assets Ratio 9.98% 0.00

(v) Return on Equity Ratio 11.66% 0.00

(vi) Earnings Per Share (EPS) 1.40 0.00


25.67% 0.00


(i) Debt to Total Assets Ratio 0.00 0.00

(ii) Debt to Equity Ratio 0.00 0.00

(iii) Times Interest Earned Ratio 0.00 0.00

(iv) Debt Service Coverage Ratio 0.00 0.00 V. Cash Flow Ratios:


0.66 0.00

(ii) NOCFPS to EPS Ratio 0.47 0.00

Page: 247



Particulars 30-Jun-15 31-Dec-15






(iii) Asset Turnover Ratio 0.68 2.55 BDPL's Ratio is not satisfactory with the industry average ratio. III. Profitability Ratios:

(i) Gross Margin Ratio 39.85% 42.45% BDPL's Ratio is satisfactory with the industry average ratio.





(vi) Earnings Per Share (EPS) 2.38 0.07 BDPL's Ratio is better than industry average ratio.


24.97% 17.63% BDPL's Ratio is better than industry average ratio.










(ii) NOCFPS to EPS Ratio 0.19 0.002 BDPL's Ratio is satisfactory as Net Operating Cash Flow is positive. * The Industry average ratio is calculated through using the ratio of a listed similar company namely Berger Paints Bangladesh Limited for the year ended December 31, 2015.

Page: 248

(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 BD Paints Limited for the year ended June 30, 2018, 2017, 2016 and for the period ended June 30, 2015 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: A) Statements of Assets and Liabilities of the Company are as under:

Amount in Taka

Particulars 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15 ASSETS:



Current Assets 365,888,160 216,754,228 125,168,655 101,117,716

Inventories 112,672,720 81,749,270 42,620,517 31,237,970 Trade and Other Receivable 115,424,278 86,822,663 60,642,363 37,219,120 Advances, Deposits & Pre-Payments 33,892,123 11,977,721 12,856,658 11,967,110 Cash and Cash Equivalents 103,899,039 36,204,574 9,049,117 20,693,516

Total Assets 783,767,784 427,977,254 330,190,779 287,092,758

EQUITY & LIABILITIES:






Trade and Other Payables 20,101,322 30,527,997 15,495,362 19,402,432 Vendors Account - - - 1,037,703 Provision for WPPF 4,079,873 - - - Liabilities for Expenses 3,950,003 3,410,132 2,932,090 2,281,214 Provision for Income Tax 49,531,089 42,935,711 20,112,445 7,999,123

Total Equity and Liabilities 783,767,784 427,977,254 330,190,779 287,092,758

Net Assets Value (NAV) per share 13.32 15.14 12.71 11.31

Page: 249

B) The statements of operating results of the Company are as follow: Amount in Taka


to 30-Jun-2018

1-Jul-2016 to

30-Jun-2017

1-Jul-2015 to

30-Jun-2016

17-Apr-2014 to

30-Jun-2015 Sales Revenue 339,342,101 321,545,780 208,156,784 194,346,969 Cost of Goods Sold 206,612,618 192,666,913 124,837,988 116,898,751

Gross Profit 132,729,483 128,878,867 83,318,796 77,448,218


Administrative Expenses 29,849,604 29,651,787 26,234,544 23,579,272 Selling & Distribution Expenses 18,021,148 16,976,083 9,692,334 9,497,537




85,677,335 82,275,797 47,391,918 44,371,409

Contribution to WPPF & Welfare Fund 4,079,873 - - - Profit before Tax 81,597,462 82,275,797 47,391,918 44,371,409

Income Tax Expenses 28,559,112 28,796,529 16,587,171 15,529,993



Earnings Per Share (EPS) 2.13 2.43 1.40 2.38

Adjusted Earnings Per Share (EPS) 1.06 1.07 0.62 0.58 * Adjusted Earnings per Share (EPS) for all the years is calculated considering the total number of share i.e. 50,000,000.00

Page: 250

C) Dividend declared:


Cash Dividend Nil Nil Nil Nil

Stock Dividend (Bonus Share) Nil Nil Nil Nil

D) BD Paints Limited was incorporated in Bangladesh as a Private Limited Company with the

issuance of Certificate of incorporation bearing Reg. No. C-115399/14 dated on April 17, 2014 by the Registrar of Joint Stock Companies & Firms. BDPL converted into public Limited Company on July 22, 2014.

E) The Company started its commercial operation in April 17, 2014.

F) The Company has no subsidiary as on the balance sheet date.

G) No proceeds or part of the proceeds of the issue of shares would be applied directly by the company in the purchase of any business.

H) The Company did not prepare any statement of accounts for the period subsequent to June 30, 2018.


Page: 251

(e) Financial spread sheet analysis for the latest audited financial statements;

BD Paints Limited Statement of Financial Position

As at 30 June, 2018

Particulars Amount % on Total Asset Grand Total

ASSETS

Non-Current Assets 417,879,624 53.32%

Property, Plant & Equipment 417,879,624 53.32%

Land 2,199,760 0.28%

Land development 11,960,770 1.53%

Building & civil Construction 70,929,042 9.05%

Vehicles 9,631,343 1.23%

Furniture & fixtures 6,991,635 0.89%

Factory & Laboratory equipment 100,592,123 12.83%

Computer 1,200,933 0.15%

Office Equipment 1,695,708 0.22%

Generator 229,405 0.03%

Water Pump 974,367 0.12%

Machinery & Equipment 211,474,538 26.98%

Current Assets 365,888,160 46.68%

Inventories 112,672,720 14.38%

Raw Materials 46,541,560 5.94%

Work-In-Process 18,025,470 2.30%

Packing Materials 8,025,480 1.02%

Finished Goods 39,258,760 5.01%

Spare parts 821,450 0.10%

Trade and Other Receivables 115,424,278 14.73%

Advances, Deposits & Prepayments 33,892,123 4.32%

Advance Income Tax 16,712,494 2.13%

Goods and service 124,560 0.02%

VAT Current A/C 150,680 0.02%

Advance for Warehouse Rent 15,000,000 1.91%

Security deposit for Electricity (WZPDCL) 42,000 0.01%

Employees 1,850,925 0.24%

Prepayment (Insurance) 11,464 0.00%

Cash and Cash Equivalents 103,899,039 13.26%

Total Assets 783,767,784 100.00%

Equity & Liabilities

Shareholders Equity 666,163,781 85.00%

Share Capital 500,000,000 63.79%

Retained Earnings 166,163,781 21.20%

Non-Current Liabilities 39,941,716 5.10%

Deferred Tax Liability 39,941,716 5.10%

Current Liabilities 77,662,287 9.91%

Trade and Other Payables 20,101,322 2.56%

Provision for WPPF 4,079,873 0.52%

Liabilities for Expenses 3,950,003 0.50%

Provision for Income Tax 49,531,089 6.32%

Total Equity and Liabilities 783,767,784 100%

Page: 252

BD Paints Limited Statement of Profit or Loss and other Comprehensive Income

For the year ended 30 June, 2018

Particulars Year ended

June 30, 2018 % on Total Turnover

Grand Percentage

Sales Revenue 339,342,101 100%

Sales Revenue 339,342,101 100.00%

Less: Cost of Goods Sold 206,612,618 60.89%

Materials Consumed 188,246,830 55.47%

Manufacturing Expenses 28,338,958 8.35%

Opening Work-In-Process 16,745,210

Closing Work-In-Process (18,025,470)

Cost of Goods Manufacture 215,305,528 63.45%

Opening Finished Goods 30,565,850

Closing Finished Goods (39,258,760)

Gross Profit 132,729,483 39.11%

Operating Expenses 47,870,752 14.11%

Administrative Expenses 29,849,604 8.80%

Selling & distribution Expenses 18,021,148 5.31%

Operating Income 84,858,731 25.01%

Other non-operating income / (loss) 818,604 0.24%

Profit before Contribution to WPPF & Welfare Fund 85,677,335 25.25%

Less: Contribution to WPPF & Welfare Fund 4,079,873 1.20%

Profit before Tax 81,597,462 24.05%

Less: Income Tax Expenses 28,559,112 8.42%

Current Tax 6,595,379 1.94%

Deferred Tax 21,963,733 6.47%

Net Profit after Tax 53,038,350 15.63%

BD Paints Limited Summary of Financial Position

As at 30 June, 2018

Particulars Amount % on Total Asset Grand Total

Assets

Non Current Assets 417,879,624 53.32%

Property, Plant & Equipment 417,879,624 53.32%

Current Assets 365,888,160 46.68%

Inventories 112,672,720 14.38%

Trade and Other Receivables 115,424,278 14.73%

Advances, Deposits & Prepayments 33,892,123 4.32%

Cash and Cash Equivalents 103,899,039 13.26%

Total Assets 783,767,784 100.00%


Shareholders Equity 666,163,781 85.00%

Non-Current Liabilities 39,941,716 5.10%

Current Liabilities 77,662,287 9.91%

Total Equity and Liabilities 783,767,784 100%

Page: 253

(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 for the year ended June 30, 2018


Net Profit after Tax 53,038,350

Total existing number of Share 50,000,000

Weighted average number of Share 24,915,068

Earnings per Share (EPS)-Fully Diluted Basis 1.06

Earnings per Share (EPS)-Weighted average no. of Share basis 2.13

(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;



Profit before Contribution to WPPF & Welfare Fund 85,677,335

Less: Contribution to WPPF & Welfare Fund 4,079,873

Less: Other Non-Operating Income/(Loss) 818,604

Net Profit before Tax except Other Non-Operating Income 80,778,858

Less: Income Tax Expenses 28,559,112

Net Profit after Tax 52,219,746

No. of shares 24,915,068

Earnings per Share (EPS) 2.10

(h) Quarterly or half-yearly EPS should not be annualized while calculating the EPS;

This information is not applicable for BDPL.

(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.



Share Capital 500,000,000

Retained Earnings 166,163,781

Total Shareholders' Equity (without revaluation reserve) 666,163,781

Total Number of Ordinary Share 50,000,000

Net Assets Value (NAV) (without revaluation reserve) at BDT 10.00 per share 13.32

(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 BDPL.

Page: 254

(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;

Certification on 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 of BD Paints Limited.

After due verification, we certify that BD Paints Limited did not take any interest bearing long term and short term loan including borrowing from related party or connected persons and therefore no interest paid or accrued from 17 April 2014 to 30 June 2018.


(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;

Certification on 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 of BD Paints Limited.

After due verification, we certify that BD Paints Limited did not take any secured loan from any lender including banks and non-banking financial institution and no charge has been created on any assets from 17 April 2014 to 30 June 2018.


(iii) Statement of unsecured loans with terms and conditions;

Certification on statement of unsecured loans with terms and conditions of BD Paints Limited.

This is to certify that BD Paints Limited did not take any unsecured loan from 17 April 2014 to 30 June 2018. from any institution neither any person.

Sd/-

Place: Dhaka Mahfel Huq & Co. Date: September 06, 2018 Chartered Accountants

Page: 255

(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.;

Certification on 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. of BD Paints Limited.

After due verification, we certify that the statement of inventories showing amount of raw material, packing material, stock-in-process and finished goods, consumable items, store & spares parts, inventory of trading goods etc. of BD Paints Limited from 17 April 2014 to 30 June 2018 was as follows:

Items Amount in (BDT)

30 June 2018 30 June 2017 30 June 2016 30 June 2015

Raw material 46,541,560 28,329,790 12,678,355 7,152,468

Packing material 8,025,480 5,425,630 1,340,864 1,214,560

Stock-in-Process 18,025,470 16,745,210 9,872,346 7,240,565

Finished goods 39,258,760 30,565,850 18,076,542 15,209,027

Consumable items Nil Nil Nil Nil

Store & spares parts 821,450 682,790 652,410 421,350

Trading goods N/A N/A N/A N/A

Total 112,672,720 81,749,270 42,620,517 31,237,970

Sd/-


(v) Statement of trade receivables showing receivable from related party and connected persons;

Certification on statement of trade receivables showing receivable from related party and connected persons of BD Paints Limited.

After due verification, we certify that the statement of trade receivables showing receivable from related party and connected persons of BD Paints Limited from 17 April 2014 to 30 June 2018 was as follows:

Particulars Amount in (BDT)


Genaral 115,109,894 86,822,663 60,642,363 37,219,120

From related party - - - -

From connected persons - - - -

Total 115,109,894 86,822,663 60,642,363 37,219,120

Sd/-


Page: 256

(vi) Statement of any loan given by the issuer including loans to related party or connected persons with rate of interest and interest realized or accrued;

Certification on statement of any loan given by the BD Paints Limited including loans to related party or connected persons with rate of interest and interest realized or accrued.

This is to certify that BD Paints Limited did not give any loan to any related party or connected persons from 17 April 2014 to 30 June 2018.

Sd/-


(vii) Statement of other income showing interest income, dividend income, discount received,

other non operating income;

Certification on statement of other income showing interest income, dividend income, discount received, other non operating income of BD Paints Limited.

After due verification, we certify that the statement of other income showing interest income, dividend income, discount received and other non operating income of BD Paints Limited from 17 April 2014 to 30 June 2018 was as follows:

Particular Amount in (BDT)


Interest income 366,485 - - -

Dividend income - - - -

Discount received - - - -

Other non operating income 452,119 24,800 - -

Total 818,604 24,800 - -

Sd/-


(viii) Statement of turnover showing separately in cash and through banking channel;

Certification on statement of turnover showing separately in cash and through banking channel of BD Paints Limited.

After due verification, we certify that the statement of turnover showing through cash, banking channel and credit sales of BD Paints Limited from 17 April 2014 to 30 June 2018 was as follows:

Particular Amount in (BDT)


In cash 2,156,890 2,512,360 2,215,650 2,015,480

Through banking channel 222,075,317 232,210,757 145,298,771 155,112,369

Credit sale 115,109,894 86,822,663 60,642,363 37,219,120

Total 339,342,101 321,545,780 208,156,784 194,346,969

Sd/-


Page: 257

(ix) Statement of related party transaction;

Certification on statement of related party transactions of BD Paints Limited.

After due verification, we certify that the status of related party transactions of BD Paints Limited from 17 April 2014 to 30 June 2018 was as follows:

Name and Position Nature of

Transaction

Amount in (BDT)

2017-2018 2016-2017 2015-2016 2014-2015

Transaction Accrued Transaction Accrued Transaction Accrued Transaction Accrued

Aysha Siddika (Chairman) Board Meeting Fees 60,000 - 60,000 - 30,000 - - -

Mrs. Khaleda Begum Liyly (Ex-Chairman)


Vendor's Agreement - - - - 1,037,703 - 36,037,703 1,037,703

Mr. Md. Amir Hossain (Ex-Managing Director)

Remuneration - - - - - - 600,000 50,000


Factory Rent - - 153,720 12,810 153,720 12,810 192,150 12,810

Purchase of Land - - - - - - 10,000,000 -

Sales of Land - - 19,176,600 - - - - -

Mr. Md. Bellal Khan (Managing Director)

Remuneration 1,200,000 100,000 1,200,000 100,000 600,000 50,000 - -

Board Meeting Fees 60,000 - 60,000 - 30,000 - 20,000 -

Factory Rent - - - - - - - -

Purchase of Land - - - - - - 5,000,000 -

Sales of Land - - 9,588,300 - - - - -

Md. Amin Ur Rashid (Ex-Director) Purchase of Land - - - - - - 5,000,000 -

Sales of Land - - 9,588,300 - - - - -

Md. Junaed Hossain (Ex-Director) Board Meeting Fees - - - - 30,000 - 20,000 -

Akhfa Nur (Ex-Director) Board Meeting Fees 25,000 - 60,000 - 10,000 - - -

Jannatul Ferdous Mim (Nominee Director Sabila Sea Food Ltd.)


Maruful Islam Turan (Nominee Director IBP Agrobet Ltd.)


Total 1,375,000 100,000 39,886,920 112,810 1,951,423 62,810 56,949,853 1,100,513


Page: 258

(x) Reconciliation of business income shown in tax return with net income shown in audited financial statements;

Certification regarding reconciliation of business income shown in tax return with net income shown in audited financial statements of BD Paints Limited.

After due verification, we certify that the status of reconciliation of business income shown in tax return with net income shown in audited financial statements of BD Paints Limited from 17 April 2014 to 30 June 2018 was as follows:

Particulars Amount in (BDT)

30 June, 2018 30 June, 2017 30 June, 2016 30 June, 2015

Business income as per audited financial statements

81,597,462 82,275,797 47,391,918 44,371,409

Add: Accounting depreciation

Not submitted

6,752,752 6,042,483 4,164,841

Less: Tax based Depreciation (23,819,219) (18,824,910) (25,681,612)

Income shown in tax return 65,209,330 34,609,491 22,854,638

Sd/-


(xi) Confirmation that all receipts and payments of the issuer above Tk.5,00,000/- (five lac)

were made through banking channel;

Certification on confirmation that all receipts and payments of the BD Paints Limited above Tk. 500,000.00 (five lac) were made through banking channel. This is to certify that all receipts and payments of BD Paints Limited above Tk. 500,000.00 (five lac) were made through banking channel from 17 April 2014 to 30 June 2018.

Sd/-


(xii) Confirmation that Bank Statements of the issuer are in conformity with its books of accounts;

Certification on confirmation that bank statements of the BD Paints Limited are in conformity with its books of accounts.

This is to certify that the bank statements of BD Paints Limited from 17 April 2014 to 30 June 2018 were in conformity with its books of accounts.


Page: 259

(xiii) Statement of payment status of TAX, VAT and other taxes or duties;

Certification on statement of payment status of TAX, VAT and other taxes or duties of BD Paints Limited.

After due verification, we certify that the status of Tax, VAT and other taxes or duties paid by BD Paints Limited from 17 April 2014 to 30 June 2018 was as follows:

Particular Payment status


Tax 8,451,221 8,261,273 - -

VAT 29,254,405 31,229,923 48,255,951 50,919,147

Others Taxes or Duties - - - -

Total 37,705,626 39,491,196 48,255,951 50,919,147 Sd/-

Place: Dhaka Mahfel Huq & Co. Date: 18 March 2019 Chartered Accountants

AUDITOR’S ADDITIONAL DISCLOSURE RELATING TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30TH JUNE 2018

1) Quantity wise schedule of inventories as shown in note 5.00 to the financial statements prepared

for the year ended 30 June 2018;

Response to the above: We submit herewith the quantity wise inventory as at 30th June 2018 are shown as in Annxure-1.

BD PAINTS LIMITED BSCIC INDUSTRIA AREA, BARISAL

Raw Materials

SL. No Name 2018

Qty:/Kg Rate Amount

1 Ronny Rejin 18960 158 2,995,680

2 Petrosin Jibo 790 116 91,640

3 Petrosin Nimbo 553 100 55,300

4 Titanium Dupon CR-828 31600 352 11,123,200

5 Yellow Crom 5g 1027 400 410,800

6 Red Oxide 474 120 56,880

7 Yellow Oxide 541.94 140 75,872

8 K-100 158 252.75 39,935

9 Lithufol 158 92 14,536

10 Cotet 554.58 20.75 11,508

11 T.K.N-3 158 18 2,844

12 M.T.T 27571 100 2,757,100

13 Talcum Powder 79 34 2,686

14 Verities 64.78 26 1,684

15 F. Red 298.62 740 220,979

16 M. Blue 71.1 970 68,967

17 M. Green 39.5 1204.75 47,588

18 Butail 790 170 134,300

19 Texafar C.D-1 274.92 485 133,336

20 Calcium Dayer 853.2 230 196,236

21 Cobal Dayer 568.8 550 312,840

22 Lid Dyer 853.2 305 260,226

Page: 260

23 Anti Skin 568.8 390 221,832

24 Emalsi Fire 312.84 250 78,210

25 Tylos 1264 860 1,087,040

26 Sodium Hexamita 553 74 40,922

27 Margal Actiside 632 240 151,680

28 Anti Foaming 50 270 13,500

29 Glykol D.O.G 790 110 86,900

30 D. O. P 223.57 140 31,300

31 2 no D. Red 158 365 57,670

32 2 no D. Black 237 225 53,325

33 2 no D. Yellow 158 250 39,500

34 2 no D. Blue 94.8 330 31,284

35 2 no D. Green 126.4 420 53,088

36 2 no D. Vilet 158 650 102,700

37 China Tarfin 392.63 290 113,863

38 Tarfin 47.4 1275 60,435

39 Detergent 189.6 100 18,960

40 Carbolic Acid 284.4 250 71,100

41 C. P. Emulsion 20 120 2,400

42 Krujuet 445.56 155 69,062

43 Jailen 282.82 108 30,545

44 Sidur 237 220 52,140

45 White Cement 1074.4 22.5 24,174

46 Lesba 632 128 80,896

47 Hostapior (Thekenar) 118.5 100 11,850

48 Hidrolic Acid 616.2 8.5 5,238

49 Binder 63.2 128 8,090

50 Limestone Powder 734.7 130 95,511

51 Gold Color 7.9 11000 86,900

52 Blue Acid Bach 15.8 12000 189,600

53 Acrolic Rejin 1580 149.5 236,210

54 Vam 1580 126 199,080

55 PVA Local 474 230 109,020

56 PVA Gosinol 237 230 54,510

57 P.P.S 39.5 540 21,330

58 E. A . C Ethanol 292.3 126 36,830

59 Rose Colar 23.7 6500 154,050

60 T.K.N-1 908.5 12.7 11,538

61 Oxalic Powder 2528 78 197,184

62 Tropic Starch 711 51 36,261

63 Cotet Mishor 1264 16.5 20,856

64 S. B 1058.6 86 91,040

65 Hostalax White 15.8 20000 316,000

66 R. C. Blue 7.9 400 3,160

67 Fast Green 790 940 742,600

68 Calcium Carbonet 47400 15 711,000

69 Chalk Powder 71100 16 1,137,600

70 C. C. Yellow Pest 474 680 322,320

71 Gear Oil 158 180 28,440

72 Melamine Rejin 2528 155 391,840

73 Carbon Black (Printes V) 632 460 290,720

74 Tylos H. S-60000 Yp2 1264 1100 1,390,400

75 C. C. Blue Pest-615 474 900 426,600

76 C. C. Green Fine Pest-631 513.5 1000 513,500

77 C. C. Black Fine Pest-631 355.5 480 170,640

Page: 261

78 Phthalocyanine Blue-1450 869 920 799,480

79 Phthalocyanine Green-74260 395 1000 395,000

80 Robin Blue 237 100 23,700

81 Emulsion-GB-0202C 63200 160 10,112,000

82 N. P - 10 568.8 225 127,980

83 C. C. Red Pest 316 1070 338,120

84 Anti Foaming SE-200 316 420 132,720

85 Lisafol 284.4 90 25,596

86 Texanol (USA-Estman) 711 350 248,850

87 Sodium Hexamita ph: China 553 80 44,240

88 Cobalt Dayer 6% 853.2 490 418,068

89 Lead Dayer 24% 567.8 300 170,340

90 Calcium Dayer 5% 568.8 230 130,824

91 M E K O Anti Skin 853.2 320 273,024

92 Anti Setting Texaphar 853.2 340 290,088

93 Solvitol Formalin 948 270 255,960

94 Amonia 474 68 32,232

95 Calcium Carbonet- H17 63200 18 1,137,600

96 Emulsion- 3518 15 155 2,325

97 Fast Red 21% 316 720 227,520

98 Kerosin 3160 81.74 258,298

99 Violet 79 11666.67 921,667

100 Aluminum Pest 632 640 404,480

101 Talcum Powder 9 35 315

102 Dispersent Agent 101.55 350 35,543

103 Nipacide 30.675 1000 30,675

104 Kaolin Akima 67.2 40 2,688

105 Kaolin Clea 123.3 70 8,631

106 Oragal (Thikener) 96 350 33,600

107 Soyalicithin 78.02 180 14,044

108 Silicon Oill 3.75 8500 31,876

109 Benton Powder 25 700 17,500

Total 46,541,560

BD PAINTS LIMITED BSCIC INDUSTRIA AREA, BARISAL

Packing Materials

SL.No Name 2018

Qty:/Kg Rate Amount

1 3.64 Litre Enamel Pot 15,766 62.5 985,375

2 0.91 Litre Enamel Pot 46,161 24.25 1,119,404

3 0.455 Litre Enamel Pot 63,447 15.5 983,429

4 200 ml Enamel Pot 77,864 12 934,368

5 50 ml Enamel Pot 92,409 6 554,454

6 18.2 L: Cream Bucket ( Pastic) 54 205 11,070

7 18.2 L: White Bucket ( Pastic) 3,880 210 814,800

8 10 L: Cream Backet ( Pastic) 48 138 6,624

9 3.64 L: White Gallon ( Pastic) 6,214 65 403,910

10 3.64 L: Cream Gallon ( Pastic) 74 55 4,070

11 0.91 Litre White Pot ( Pastic) 10,430 22 229,460

12 1 Litre Cream Pot ( Pastic) 308 15 4,620

13 0.455 Litre Pot ( Pastic) 12,925 16 206,800

14 4 Litre Thinner Jar 1,064 32 34,048

15 2 Litre Thinner Jar 554 16 8,864

Page: 262

16 1 Litre Thinner Bottle 7,306 6.25 45,663

17 ½ Litre Thinner Bottle 9,691 5 48,455

18 ¼ Lite Thinner Bottle 9,998 4.1 40,992

19 S. Size Bottle 18,004 2.8 50,411

20 750 ml Arpic Rose Jar 683 22.25 15,197

21 500 ml Arpic Rose Jar 730 18 13,140

22 1 Litre Axol Bottle 1,229 12.25 15,055

23 ½ Axol Bottle 2,399 8 19,192

24 3 Kg Gum Pot 308 37 11,396

25 2 Kg Gum Pot 615 23 14,145

26 1 Kg Gum Pot 1,775 12 21,300

27 ½ Gum Pot 2,307 7.5 17,303

28 Burnish Empty Tin 907 66 59,862

29 450 ml Litre Enamel Carton 198 15 2,970

30 1 Litre Arpic Carton 349 25 8,725

31 ½ Arpic Carton 220 16 3,520

32 Starship Carton 615 12 7,380

33 1 Litre Master Carton 290 33 9,570

34 Shade Card 7,400 1.46 10,804

35 200 ml Enamel Carton 1,846 15.25 28,152

36 0.91 Litre Enamel Carton 1,538 15.5 23,839

37 0.455 Litre W/C Carton 863 15 12,945

38 Costep 461 125 57,625

39 3.64 L. A/C Red Oxide Pot 792 63 49,896

40 0.91 L. A/C Red Oxide Pot 2,210 25 55,250

41 0.455 L. A/C Red Oxide Pot 3,210 15.5 49,755

42 3.64 Litre Aluminium Paint Pot 812 63 51,156

43 White pot For 3.64 Litre 837 15 12,555

44 0.91 Litre Aluminium Paint Pot 2,325 24 55,800

45 White pot For 0.91 Litre 2,824 7 19,768

46 0.455 Litre Aluminium Paint Pot 3,404 15 51,060

47 White pot For 0.455 Litre 2,153 5.5 11,842

48 200 ml Aluminium Paint Pot 6,220 12.25 76,195

49 White pot For 200 ml 3,076 5 15,380

50 3.64 Litre Marine Red Pot 855 62 53,010

51 0.91 Litre Marine Red Pot 2,594 24 62,256

52 0.455 Litre Marine Red Pot 4,935 15 74,025

53 3.64 Litre Clear Varnish Pot 846 62 52,452

54 0.91 Litre Clear Varnish Pot 2,454 24 58,896

55 0.455 Litre Clear Varnish Pot 4,601 15 69,015

56 200 ml Clear Varnish Pot 6,550 11 72,050

57 0.91 Ltr Carton 803 45 36,135

58 0.455 Ltr Carton 362 15 5,430

59 200 ml Carton 168 15 2,520

60 18.2 Litre Enamel Drum 278 210 58,380

Total 7,831,761

Lebel

SL.No Name 2018

Qty:/Kg Rate Amount

1 Wood Protector 200 ml 3,600 3.25 11,700

2 Wood Protector 450 ml 800 5.25 4,200

3 Wood Protector 900 ml 750 5.5 4,125

4 Wood Protector 3.64 Litre 900 6.7 6,030

Page: 263

5 Marine 450 ml 1,500 5 7,500

6 Marine 0.91 ml 1,684 5.75 9,683

7 Marine 3.64 Litre 1,550 6.7 10,385

8 Axol 500 ml 2,502 4 10,008

9 Axol 1 Litre 2,750 4 11,000

10 BDcem 5kg 800 5.75 4,600

11 BDcem 20kg 900 6.75 6,075

12 BDcem 40kg 970 12.75 12,368

13 Wall Putty 5kg 806 6.75 5,441

14 Wall Putty 25kg 1,336 13 17,368

15 Wall Sealer 1 Litre 1,099 5.5 6,045

16 Wall Sealer 3.64 Litre 433 7 3,031

17 Wall Sealer 18.2 Litre 628 12.75 8,007

18 S.P.D 1 Litre 316 5.5 1,738

19 S.P.D 3.64 Litre 734 6.75 4,955

20 S.P.D 18.2 Litre 401 13 5,213

21 Weather Coat 0.455 Litre 1,679 3.25 5,457

22 Weather Coat 1 Litre 297 5.5 1,634

23 Weather Coat 3.64 Litre 460 6.75 3,105

24 Weather Coat 18.2 Litre 669 12.75 8,530

25 A.P.E 0.455 Litre 2,322 3.25 7,547

26 A.P.E 1 Litre 1,420 5.5 7,810

27 A.P.E 3.64 Litre 744 7 5,208

28 A.P.E 18.2 Litre 389 12.75 4,960

Total 193,719 Grand Total 8,025,480

BD PAINTS LIMITED Finished Goods

30 th June 2018. SL

No. Product Name

Pack Size

Quantity (Pcs) Cost Price

2018 Amount in Tk

(2018)


3.64 Ltr 1,652 728 1,202,656

0.91 Ltr 1,520 192 291,840

0.455 Ltr 1,747 100 174,700

0.200 Ltr 1,623 46 75,307

0.113 Ltr 1,850 28 51,800

0.056 Ltr 921 16 14,736


18.20 Lit 1,250 1,584 1,980,000

3.64 Ltr 1,745 328 572,360

0.91 Ltr 1,620 92 149,040


18.20 Lit 1,742 3,856 6,717,152

3.64 Ltr 1,692 800 1,353,600

0.91 Ltr 745 216 160,920

0.455 Ltr 862 112 96,544

4 Super Silk 3.64 Lit 685 909 622,528

0.91 Ltr 890 234 207,904

5 Weather Coat

18.20 Lit 1,020 3,360 3,427,200

3.64 Ltr 741 1,040 770,640

0.91 Ltr 895 272 243,440

0.455 Ltr 985 140 137,900

6 Water Sealer

18.20 Lit 1,365 2,240 3,057,600

3.64 Ltr 1,257 560 703,920

0.91 Ltr 780 144 112,320

Page: 264

7 Exterior Sealer 18.20 Lit 450 2,336 1,051,200

3.64 Ltr 745 499 371,904

8 Hammer Finish 0.91 Ltr 1,251 230 288,230

0.455 Ltr 1,620 122 196,992

9 Aluminium Paint

3.64 Ltr 1,254 1,040 1,304,160

0.91 Ltr 1,847 256 472,832

0.455 Ltr 1,745 132 230,340

0.200 Ltr 1,560 68 106,080


3.64 Ltr 1,150 534 614,560

0.91 Ltr 1,449 200 289,800

0.455 Ltr 1,250 104 130,000

0.200 Ltr 1,523 52 79,196

11 Bdcem

40Kg 582 1,920 1,117,440

20Kg 1,020 1,030 1,051,008

5Kg 950 288 273,600


18.20 Lit 950 2,112 2,006,400

3.64 Ltr 1,564 600 938,400

0.91 Ltr 1,523 176 268,048

0.455 Ltr 1,682 96 161,472

13 Marine Red lead Primer 3.64 Ltr 1,350 794 1,071,360

0.91 Ltr 1,256 205 257,229

14 Wall Putty 25 Kg 4,000 1,120 4,480,000

5 Kg 1,560 240 374,400

Total: 39,258,760

2) Details party wise schedule of trade and other receivables are shown in note 6 and subsequent

realization as on audit singing date; Response to the above: Party wise subsequent collection of Trade receivables as shown in note no. 6.00 to the financial statements as at 30th June 2018 as have been collected by 20thAugust 2018 is attached in Annxure-2.

BD PAINTS LIMITED Details of Accounts Receivables

As at August 20, 2018

S/L No

Name of the receivables

Addresses

Amount in Tk

30-Jun-18

Collection up to 20th August,

2018

Balance as on 20th August,

2018

1 NUR Varities Store Kalir Bazar, Madarepur. 4,278,650 1,625,800 2,652,850

2 Nazmul Hardware Shib char Bangla Bazar, Madarepur. 2,451,771 931,600 1,520,171

3 L.A Enterprise Goal Chamod, Faridpur. 7,674,910 2,916,400 4,758,510

4 Mirdha Enterprise Kalapara, Patuakhali. 1,965,145 746,700 1,218,445

5 Hawlader Hardware Kalapara, Patuakhali. 4,613,514 1,753,100 2,860,414

6 Sanawar Hardware Kabiraj Pur ,Takar hat. 4,875,630 1,852,700 3,022,930

7 Marjuka Enterprise Mostofapur, Madarepur 4,261,957 1,619,500 2,642,457

8 Nur Hardware Modhukhali Bazar, Faridpur. 4,658,198 1,770,100 2,888,098

9 Tamim Hardware Bhola New Bus stand, Bhola 4,623,765 1,757,000 2,866,765

10 MA Enterprize Mollha Markat, Rupatoli, Barisal. 4,788,641 1,819,600 2,969,041

11 Aiayan Hardware Raj Bare More, Faridpur. 4,564,433 1,734,400 2,830,033

12 Anis Enterprise 71-Markat Shebchar Bazar, Madarepur. 967,621 367,600 600,021

13 Barisal Hardware Amtala Sagordi Bazar, Barisal. 8,152,470 3,097,900 5,054,570

14 Rajib Enterprise Valu Mia, Bhola. 1,357,335 515,700 841,635

15 Shabu Enterprise T.N.T Road, Galachipa. 8,082,883 3,071,400 5,011,483

16 MA.Babar Dowa Mollha Markat ,Rupatoli ,Barisal. 2,833,721 1,076,800 1,756,921

17 Rabbani Hardware Jhlakathi Sadar 4,571,266 1,737,000 2,834,266

Page: 265

18 Lamiya Enterprise Hatkhola Road, Barisal 1,079,280 410,100 669,180

19 Genarel Enterprise East Chadkathi, Jahalakathi 4,552,287 1,729,800 2,822,487

20 Parbot Hardware Line Road , Barisal 4,543,788 1,726,600 2,817,188

21 Shikha Enterprise Kamar potti, Jhalakathi 452,130 171,800 280,330

22 Sajib Hardware Line Road, Barisal 3,983,219 1,513,600 2,469,619

23 Lucky Store Sadar road ,Bhola 9,456,393 3,593,400 5,862,993

24 Nafija hardware Monohari Patty, Bhola 2,842,150 1,080,000 1,762,150

25 Liakot hardware Sadar road ,Bhola 2,456,320 933,400 1,522,920

26 lota Hardware Natun Bazar ,Bhola 2,875,425 1,092,600 1,782,825

27 Sathi Enterprize Monohari patty, Jhalakathi 3,185,645 1,210,500 1,975,145

28 Saikat Variety Store Chalkjadu Road,Thana more,Bogura 825,450 313,600 511,850

29 Sumi hardware Railway Market,Bogura. 745,680 283,300 462,380

30 Sree Grue Hardware Railway Market,Bogura. 325,640 123,700 201,940

31 Uttra Metal Singra ,Nator 515,690 195,900 319,790

32 Morium Hardware Nojipur,Naogaon 525,685 199,700 325,985

33 Real Metal, BSCIC, Bogra. 632,580 240,300 392,280

34 Uttra Metal Station Road,Rajshai 637,996 242,400 395,596

35 M/S Padma color world, Khanjahan Ali Road, Khulna. 752,630 285,900 466,730

Total 115,109,894 43,739,900 71,369,994

3) Weather you have obtained copies of balance confirmation against credit sales. If not please

send the same to customers/buyers and incorporate the same in the report; Response to the above: We have sent balance confirmation letter to all 35 parties regarding trade receivables. Thirty (30) customers out of the thirty five (35) confirmed their balances. Rest of them namely: Anis Enterprise, Lamiya Enterprise, Shikha Enterprise, Morium Hardware and Real Metal have not answered in writing but verbally confirmed the balance.

4) Aging schedule of trade and other receivables;

Response to the above: As per Para-4, Schedule-XI, Part-I of the Companies Act 1994 for the year 2017-2018 are as follows: Aging schedule of trade receivable is as follows:

Sl no Particulars Amount

1 More than six months -

2 Less than six months 115,109,894

Total 115,109,894

5) Provide description for advance against warehouse rent of Tk. 150,00,000 including location &

size of the warehouse. Name of the lessor, period, and other terms of the rent. Also mention whether this warehouse has been rented from any related party or not. Response to the above:

Name of Lessor Loaction Size Rent per month Period

Md. Mamun Or Rashid Sataish, Tongi,

Gazipur 15320 sft 122,560/- 5 years

The warehouse has been rented from a third party. There was no relation to related party as per BAS-24.

Page: 266

6) Weather you have Physically verified cash and cash equivalents Tk. 103,899,039 as on 30 June 2018; Response to the above: We have physically verified cash and cash equivalents as on30 June, 2018.

7) Details calculation of deferred Tax liabilities as shown in note 11 to the financial statements prepared for the year ended 30 June 2018; Response to the above: Details calculation of deferred Tax liabilities are as follows:

Particulars Amount

Carrying Value of PPE 417,879,624

As Tax Base Value of PPE (303,760,436)

Temporary Difference 114,119,188

Tax rate 35%

Deferred Tax Liabilities as on 30 June, 2018 39,941,716

8) Weather the company has formed, disbursed and invested WPPF as per the provision of

Bangladesh labour amendment Act 2013. Response to the above: The BD Paints Limited have established Workers Profit participation fund and welfare fund as per section 234 of Bangladesh Labour Act, 2006 (Amendment-2013). Company also constituted a board of trustees as per section 235. Subsequently the company opened a bank account in the name of BD Paints Ltd. (WPPF) in Mercantile Bank Limited, Pragati Sarani Branch, Dhaka. In the year 2018-2019 company transferred tk. 4,079,873.00 to trustee account regarding WPPF.

9) Disclosure as per Schedule 11, Part II, Para 3, Note 5 of the companies Act 1994;

Response to the above: Particulars as per Schedule-XI, Part-II, Para-3, and Note-5 of the companies Act 1994 for the year 2017-2018 are as follows:

Particulars No. of Employee

Received aggregate salary throughout the financial year whose salary was not less than Tk. 3000

172

Receipt aggregate salary throughout the financial year whose salary was less then Tk. 3000

-

10) Provide current payment status of TAX, VAT Custom duty and other tax liabilities of the company.

Also mention whether there is any unpaid taxes and VAT up to December 31, 2018. Response to the above: Details current payment status of TAX, VAT Custom duty and other tax liabilities of the company from 1st July 2018 to 31 December 2018 are were follows: Income Tax

Sl no

Particulars

Assessment year

Total 2015-2016 2016-2017 2017-2018 2018-2019

As per assessment order (27/02/2019) As per

accounts

1 TAX liabilities 12,839,017 18,292,566 28,294,427 6,595,379 66,021,389

2 Payment (AIT on Import)

- - 8,261,273 8,451,221 16,712,494

Page: 267

Short/(Excess payment)

12,839,017 18,292,566 20,033,154 (1,855,842) 49,308,895

*Assessment for the income year 2017-2018 is under process. VAT

Sl no Particulars Income year

Total 2014-2015 2015-2016 2016-2017 2017-2018

1 Payment 29,254,405 31,229,923 48,255,951 50,919,147 159,659,426

11) Compliance of Para 59 of BAS-16 regarding charging deprecation on land development

expenses. Response to the above: According to Para 59 of IAS-16 “If the cost of land includes the costs of site dismantlement, removal and restoration, that portion of the land asset is depreciated over the period of benefits obtained by incurring those costs. In some cases, the land itself may have a limited useful life, in which case it is depreciated in a manner that reflects the benefits to be derived from it.” Land development expenses of BD Paints Limited did not include any cost of site dismantlement, removal or restoration as there was no such requirement. Thus no depreciation was considered on land development cost as included with ‘Land Development’ of BD Paints Limited. Land development expenses of BD Paints Limited which incurred and presented separately for the year ended June 30, 2018 Tk. 12,041,044 was for boundary wall, internal roads etc. which has been depreciated at the rate of 2.00%.

Page: 268

12) Details calculation sheet of accounting base depreciation schedule for determining the charge of deprecation on addition during the last year ended 30 June, 2018. Response to the above: We submit herewith the details accounting base depreciation schedule & deprecation charge on addition assets during the year ended 30 June, 2018. (Annxure-3)

BD PAINTS LIMITED Addition depreciation Calculation Sheet

As at June 30,2018

Sl No

Particulers

Cost

Dep. Rate

Depreciation Written down

value as on 30 June 2018

Opening Balance as on 1st July 2017

Accumulated dep.

Opening Balance as on 1st July

2017 addition

Dep. Charge on addition

Dep. Charge on opening

balance

Total Dep. During the

year

1 Land 989,880 1,209,880 0% - - - - - 2,199,760

2 Land development - 12,041,044 2% - 80,274 - 80,274 80,274 11,960,770

3 Building & civil Construction 9,569,558 62,049,644 3% 95,696 310,248 284,216 594,464 690,160 70,929,042

4 Vehicles 5,625,670 5,524,520 10% 806,769 230,188 481,890 712,078 1,518,847 9,631,343

5 Furniture & fixtures 6,683,130 2,542,680 10% 1,669,217 63,567 501,391 564,958 2,234,175 6,991,635

6 Factory Equipment & Laboratory Equipment

23,284,317 82,051,965 5% 3,408,484 341,883 993,792 1,335,675 4,744,159 100,592,123

7 Computer 70,465 1,171,660 10% 16,242 19,528 5,422 24,950 41,192 1,200,933

8 Office Equipment 1,008,430 1,245,680 10% 485,331 20,761 52,310 73,071 558,402 1,695,708

9 Generator 480,000 - 10% 225,105 - 25,490 25,490 250,595 229,405

10 Water Pump - 1,025,650 5% - 51,283 - 51,283 51,283 974,367

11 Machinery & Equipment 128,537,930 107,835,662 5% 18,971,413 449,315 5,478,326 5,927,641 24,899,054 211,474,538 176,249,380 276,698,385 25,678,257 1,567,047 7,822,836 9,389,884 35,068,141 417,879,624

Page: 269

13) Tax base calculation of depreciation schedule in details. Response to the above: We submit herewith the details tax base calculation of depreciation schedule are shown in Annxure-4.

BD PAINTS LIMITED Property, Plant & Equipment

Tax Base Depreciation

As at June 30,2018 Annexure: B

Particulars

Cost Rate Depreciation Written down

Balance as on Addition during Balance as on of Balance as on Charged during Balance as on value as on

01-Jul-17 the year 30/6/2018 Dep. 01-Jul-17 the year 30/6/2018 30/6/2018

Land 989,880 1,209,880 2,199,760 0% - - - 2,199,760 Land development - 12,041,044 12,041,044 5% - 602,052 602,052 11,438,992 Building & civil Construction 9,569,558 62,049,644 71,619,202 20% 1,913,912 13,941,058 15,854,970 55,764,233 Vehicles 5,625,670 5,524,520 11,150,190 20% 2,141,605 1,801,717 3,943,322 7,206,868 Furniture & fixtures 6,683,130 2,542,680 9,225,810 10% 2,077,938 714,787 2,792,725 6,433,085 Factory & Laboratory equipment 23,284,317 82,051,965 105,336,282 20% 21,421,572 16,782,942 38,204,514 67,131,768 Computer 70,465 1,171,660 1,242,125 30% 48,885 357,972 406,857 835,268 Office Equipment 1,008,430 1,245,680 2,254,110 10% 490,421 176,369 666,790 1,587,320 Generator 480,000 - 480,000 10% 285,794 19,421 305,215 174,785 Water Pump - 1,025,650 1,025,650 20% - 205,130 205,130 820,520 Machinery & Equipment 128,537,930 107,835,662 236,373,592 20% 48,663,796 37,541,959 86,205,755 150,167,837


Page: 270

14) Whether the company has complied with the provision of the paragraph 20 of BAS-24; Response to the above: According to paragraph 20 of BAS 24 Related Party Disclosures “The classification of amounts payable to, and received from, related parties in the different categories as required in paragraph 19 is an extension of the disclosures requirement in BAS 1 presentation of Financial Statements for information to be presented either in the statement of financial position or in the notes. The categories are extended to provide a more comprehensive analysis of related party balances and apply to related party transactions.” The company has transaction with the key management personnel of the entity for purchase of land in the financial year 2014-2015 from the Directors and Sale of same Land to the Directors in the financial year 2016-2017. There was no payable to related in the year 2014-2015 and no receivable from them in the year 2016-2017.

15) Detailed disclosure on sale of land & land development during the year ended 30 June, 2017 for Tk. 3,83,53,200/-. Response to the above: Details disclosures sale of land & land development during the year ended 30 June, 2017were as follows:

Name Designation Size Amount (2017)

Md. Bellal Khan Managing Director .50 (acre) 9,588,300

Amir Hossain Ex-Director 1.00 (acre) 19,176,600

Md. Amin Ur Rashid Ex-Director .50 (acre) 9,588,300

Total 2.00 (acre) 38,353,200

16) Detailed of capital work-in progress transferred to civil construction during the year ended on 30-

06-2018. Response to the above: Details of capital work-in progress transferred to civil construction during the year ended on 30-06-2018 were as follows:

Sl no Particulars Transferred date Amount

1 Building & Civil Construction 01.05.2018 62,049,644

Total 62,049,644

17) Detailed of advance to employees (note 7.00); and

Response to the above: Name wise details of advance to employees were as follows;

Sl no Name Designation Department Amount

1 Liton Ahmed Accountant Admin 100,000

2 Sisir Mondol Manager Maintenances Admin 100,000

3 Mr. Dilip Kumar Q,C Manager Admin 100,000

4 MD. Mosharrof Engineer Factory 100,000

5 MD. Anower Hossain Security Factory 50,925

6 Monoj Ghosh Manager Operation Admin 100,000

7 Atiqur Rahaman Manager Coordination Admin 100,000

8 Rabbani Shekh Ass: Manager Admin 100,000

9 Golam Rabbani Ass: Manager Admin 100,000

10 MD. Delwar Hossain Manager HR Admin 100,000

11 Liakot Hasan Ass: Manager HR Admin 100,000

12 Md. Sagir Ahmed Manager Admin Admin 100,000

Page: 271

13 Md. Salauddin Ass: Manager Admin Admin 100,000

14 Ashish Kumar Shaha Plant Manager Admin 100,000

15 Binoy Kimar Shaha Production Manager Admin 100,000

16 MD. Waliullah Logistic & Construction Admin 100,000

17 Mejbah Uddin Adviser Selling 100,000

18 MD. Shohel Marketing Manager Selling 100,000

19 MD. Ebrahim Howlader Marketing Manager Selling 100,000

Total 1,850,925

18) Detailed of warehouse rent including location, size (note 7.00). Response to the above: Details of warehouse rent including location, size are as follows:

Location Size Rate per sft Rent Per month Advance

Sataish, Tongi, Gazipur

15,320 sft 8/- 122,560/- 15,000,000/-

Sd/-

Place Dhaka Mahfel Huq & Co. Date: 18 March, 2019 Chartered Accountants

CHAPTER (XXVII): CREDIT RATING REPORT As per Section 3 of Credit Ratings Companies Rules, 1996, no credit rating report is required by the Company. Moreover, as per Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, the issuer/issue has been rated by a credit rating company registered with the Commission for book-building method only.

Page: 272

CHAPTER (XXVIII): 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.

2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall

contain the Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount and Category of the Applicant. At the same time:

a) Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application

money and service charge available in respective customer account maintained with the Stockbroker/Merchant Banker. No margin facility, advance or deferred payment is permissible for this purpose. In case the application is made through a margin account, the application money shall be deposited separately and the Stockbroker/Merchant Banker shall keep the amount segregated from the margin account, which shall be refundable to the applicant, if become unsuccessful.

b) Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), issued in

favor of the Issuer for an amount equivalent to the application money, with their application to 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).


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. 5. For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stockbroker/Merchant Banker shall

prepare a list containing the draft information against the respective applicant’s particulars.

Page: 273

6. The Stockbroker/Merchant Banker shall prepare category-wise lists of the applicants containing Customer ID, Name, BO Account Number and Number of Securities applied for, and within 03 (three) working days from the cut-off date, send to the respective Exchange, the lists of applicants in electronic (text format with tilde ‘~’ separator) format, the certificate(s) issued by its banker, the drafts and certificates received from Non-resident Bangladeshi (NRB) and Foreign applicants and a copy of the list containing the draft information.

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.

8. The application/buy instructions shall be preserved by the Stockbroker/Merchant Bankers up to 6

months from listing of the securities with exchange. Step-3 (Issuer) 9. The Issuer shall prepare consolidated list of the applications and send the applicants’ BOIDs in

electronic (text) format in a CDROM to CDBL for verification. The Issuer shall post the consolidated list of applicants on its website 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. 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.

Page: 274

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.

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.

Page: 275

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 STD-SME Account No. 1021350263517 with Eastern Bank Limited, Motijheel Branch, Dhaka-1000, 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:

SL Name of the A/C Account No. Type of

A/C Currency Bank & Branch

1

BD Paints Limited

1023050263538

FC A/C

USD Eastern Bank Limited, Motijheel Branch,

Dhaka-1000 2 1023070263560 EURO

3 1023060263549 GBP

Page: 276

APPLICATION FORM

cuywRevRv‡i wewb‡qvM SzuwKc~Y©| †R‡b I ey‡S wewb‡qvM Ki ~b|

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.

BD PAINTS LIMITED

APPLICATION FOR PUBLIC ISSUE Date:

Name of applicant :

Client Code :

BO ID No. :

Category of applicant :

Name of the Company/Fund :

Number of Shares/Units : ….…………………. Shares of Tk. ……………… each

Total amount in Tk. :

Amount in word :

Mode of payment :

Cheque/Draft information :

Signature of Applicants

Signature of Authorized

Officer

Page: 277

CHAPTER (XXIX): OTHERS

DECLARATION REGARDING COST AUDIT

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 BD Paints Limited is not bracketed in above mentioned companies, Cost Audit by Cost and Management Accountants is not applicable for “BD Paints Limited”.

Sd/- Md. Bellal Khan Managing Director BD Paints Limited


Chief Financial Officer BD Paints Limited




Sd/- Tania Sharmin

Managing Director & CEO


Dated: September 08, 2018

MANAGEMENT DISCLOSURE

1. It is observed from the company’s land deed no 1459 dated 05.02.2017 & deed no 11801 dated

10.10.2017 that totaling 68.87 decimal of BSCIC land were allotted to Md. Samsuddin Kamal & Mrs Mohananda food product for 99 years. It is also observed that the company has purchased the said land from Md. Samsuddin Kamal & Mrs Mohananda food product but no mutation is made in the name of the company and the company is paying premium to BSCIC instead of rent to land office. Explain the reason with documents; As per Bangladesh gadget additional no- 36.065.012.00.00.022.2010-205 on dated 13 June, 2010 by industry ministry regarding BSCIC plot allotment policy under the head of ownership condition no-1said, any entrepreneur cannot demand the land ownership on the basis of lease deed. Condition no-2 said, allotted plot consider as a lease plot for 99 years. For this reason the company does not have any mutation paper in its own name. As a result company has been paying premium to BSCIC instead of rent to land office.

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2. It is observed that the company is started its business since 17/04/2014 but it has obtained Environment Clarence certificate on 19/03/2018, Explain it with documents; BD paints Limited was incorporated on 17.04.2014 and received environment license on 19.03.2018. This is because BPMA (Bangladesh Paint Manufactures’ Association) did not want environment license. Besides, other regulators such as BCCI, BSCIC, Factory and Organization Inspection Authority did not want that. Later, Bangladesh Securities Exchange Commission (BSEC) wanted Environment License. Subsequently we collected environment license on 19.03.2019. However, as paint manufacturer the company has been maintain ETP and other BSCIC compliance for smooth operation.

3. It is observed that the company has started its commercial operation on 17/04/2014 but submitted Income Tax return to NBR for the assessment year 2015-16, 2016-17, & 2017-18 on a single day i.e. on 19/08/18. Explain the reason with documents;

As paints manufacturing company and having been under the BSCIC industrial area, the companies have tried to get Tax Holiday because management of the company believed that the company would get tax holiday. However, the company have not got the tax holiday. Finally, the company has submitted the Tax return on a single day i.e. on 19/08/18.

4. It is observed from auditor’s certificate dated 06/09/2018 regarding payment status of VAT & Tax that the company has not paid any income tax for the income year ended 30 June 2015 & 30 June 2016. Explain; As our company operates in BSCIC, the company expected tax holiday. As a result the company did not pay income tax in the year ended 30 June 2015 and 30 June 2016. Later, Company came to know that it will not get Tax holiday. Subsequently, company submitted tax return and assessment has been completed on 27/02/2019 for the year 2015 and 2016. Advance income tax has been paid tk. 1,67,12,494. We have paid our VAT payment as well.

5. Auditors Certificate at page 248 of the prospectus (certificate # XI) shown that all receipts and payments of the issuer above 5.00 lacs were made through banking channel. However, in page 246 the auditor has certified that in Cash during 30-06-2018 turnover was made for Tk. 21,56,840/-, Explain about this inconsistency;

Auditors certificate at page no 248 of the prospectus (certificate # XI) shown that all receipts and payments of the issuer above 5.00 lacs were made through banking channel. On the other hand at page 246 the auditor has certified that turnover in Cash during 30-06-2018 was made for Tk. 21,56,840/-. That is the total cash turnover during the year for BDPL. This amount is just the sum of cash turnover. None of the cash transaction among that amount is above 5.00 lacs.


Documents

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