ATULLAH ELECTRO DYNAMICS LIMITED

Transcription

1 Barakatullah Electro Dynamics Limited Lighting Bangladesh, We Promise... 1 If you have any query about this document, you may consult issuer, issue manager and underwriter PROSPECTUS For Public offering of 20,000,000 Ordinary Shares of Tk. 60/- each including a premium of Tk. 50/- per share totaling Tk. 1,200,000,000/- of BARAKA ATULLAH ELECTRO DYNAMICS LIMITED Opening Date for Subscription: 6 March 2011 Closing Date for Subscription: 10 March 2011 For Non-Resident Bangladeshi Quota Subscription Closes on: 19 March 2011 MANAGER TO THE ISSUE Prime Finance Capital Management Limited 63 Dilkusha C/A (3rd Floor), Dhaka-1000, Phone: Fax: com ; Website: UND NDER ERW RITERS Bangladesh Mutual Securities Limited Shareef Mansion (7th Floor), 56-57, Motijheel C/A Dhaka-1000 EC Securities Limited Dhaka-1212 ICB Capital Management Limited BDBL Bhaban (14th Floor), 8 D.I.T Avenue, Dhaka-1000 LankaBangla Finance Limited Safura Tower (Level 11), 20 Kemal Ataturk Avenue, Banani, Dhaka-1213 Prime Bank Investment Limited Peoples Insurance Bhaban (11th Floor), 36 Dilkusha C/A, Dhaka-1000 Southeast Bank Limited Eunoos Centre (Level 2), Dilkusha C/A, Dhaka-1000 Union Capital Limited Noor Tower (5th Floor), 73 Sonargaon Road, Dhaka-1205 Bank Asia Limited Tea Board Building (1st Floor), , Motijheel C/A, Dhaka-1000 Grameen Capital Management Limited IDLC Finance Limited Eunoos Trade Center (Level 21), Dilkusha C/A, Dhaka-1000 Mercantile Securities Limited Paramount Heights (13th Floor), 65/2/1 Box Culvert Road Purana Paltan, Dhaka-1000 Prime Finance Capital Management Limited 63, Dilkusha C/A (3rd Floor), Dhaka-1000 Swadesh Investment Management Limited Unique Trade Center (Level 11), Suit No. 01, 8 Panthapath Kawran Bazar, Dhaka-1215 Uttara Finance and Investments Limited Jiban Bima Tower (6th Floor), 10 Dilkusha C/A, Dhaka-1000 BANKERS TO THE ISSUE Investment Corporation of Bangladesh (ICB) Bank Asia Limited Dhaka Bank Limited First Security Islami Bank Limited One Bank Limited BRAC Bank Limited Shahjalal Islami Bank Limited Southeast Bank Limited Standard Chartered Bank Trust Bank Limited CREDI DIT RA T ING Credit Rating by: Credit Rating Agency of Bangladesh Limited (CRAB) Rating: Long term AA 2 Date of Prospectus: 1 February 2011 The issue shall be placed in N Category SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE ISSUER COMPANY, ANY OF ITS PROJECTS OR THE ISSUE PRICE OF ITS SECURITIES OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINION EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORS, CHIEF EXECUTIVE OFFICER/CHIEF FINANCIAL OFFICER, ISSUE MANAGER, UNDERWRITER AND/OR AUDITOR Barakatullah Electro Dynamics Limited (AN I SO 9001:2008 CERT IFIE D COMPANY) REGISTERED OFFICE 102-Azadi, Mirboxtola, Sylhet-3100 Phone: ; Fax : info@bedlbd.com Website: CORPORATE OFFICE 6/A/1 (2nd Floor), Segunbagicha, Ramna, Dhaka-1000 Phone: , ; Fax : info@bedlbd.com Website:

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3 Barakatullah Electro Dynamics Limited Lighting Bangladesh, We Promise... 3 AVAILABILITY OF PROSPECTUS Prospectus of Barakatullah Electro Dynamics Limited may be obtained from the Issuer Company, Issue Manager, Underwriters and the Stock Exchanges as follows: Company Barakatullah Electro Dynamics Limited Ramna, Dhaka-1000 Manager to the issue Prime Finance Capital Management Limited 63, Dilkusha C/A (3rd Floor) Dhaka-1000 Underwriters Bangladesh Mutual Securities Limited Shareef Mansion (7th Floor), 56-57, Motijheel C/A Dhaka-1000 Bank Asia Limited Tea Board Building (1st Floor), , Motijheel C/A, Dhaka-1000 EC Securities Limited Grameen Capital Management Limited Dhaka-1216 ICB Capital Management Limited BDBL Bhaban (14th Floor), 8 D.I.T Avenue Dhaka-1000 IDLC Finance Limited Eunoos Trade Center (Level 21), Dilkusha C/A Dhaka-1000 LankaBangla Finance Limited A-A Bhaban (Level 6), 23 Motijheel C/A Dhaka-1000 Mercantile Securities Limited Paramount Heights (13th Floor), 65/2/1 Box Culvert Road, Purana Paltan, Dhaka-1000 Prime Bank Investment Limited Peoples Insurance Bhaban (11th Floor), 36 Dilkusha C/A, Dhaka-1000 Prime Finance Capital Management Limited 63, Dilkusha C/A (3rd Floor) Dhaka-1000 Southeast Bank Limited Eunoos Centre (Level 2), Dilkusha C/A Dhaka-1000 Swadesh Investment Management Limited Unique Trade Center (Level 11), Suit No. 01, 8 Panthapath, Kawran Bazar, Dhaka-1215 Union Capital Limited Noor Tower (5th Floor), 73 Sonargaon Road Dhaka-1205 Uttara Finance and Investments Limited Jiban Bima Tower (6th Floor), 10 Dilkusha C/A Dhaka-1000 Contact Person Monoj Das Gupta Assistant Manager Nasirul Islam (Kazol) Assistant Manager Contact Person M. Mosharraf Hossain PhD, FCA Managing & CEO Contact Person Suman Chandra Modak Assistant Vice President Md. Ashrafuddin Ahmed Senior Vice President Mohammad Khurshid Alam Head of Monitoring & Settlement Shieadul Morsalin Head of Merchant Banking Md. Abdur Rouf Md. Moniruzzaman Head of Merchant Banking M. Shakil Islam Bhuiyan Head of Merchant Banking Mustofa Kamal Sheikh Mortuza Ahmed M. Mosharraf Hossain PhD, FCA Managing & CEO Farjana Akter Sadi Assistant Vice President Mamun Ahmed Managing Abul Munim Khan Executive Vice President & Head of Business Mohammad Shahinur Rahman Merchant Banking Telephone Number , , Telephone Number Telephone Number

4 4 PROSPECTUS Stock Exchanges Dhaka Stock Exchange Ltd. 9/F Motijheel C/A Dhaka 1000 Chittagong Stock Exchange Ltd Sheikh Mujib Road, Agrabad Chittagong 4100 Available At Telephone Number DSE Library CSE Library (031) (031) Prospectus is also available on these web sites com, and public reference room of the Securities and Exchange Commission (SEC) for reading and study. CORPORATE DIRECTORY REGI GISTERE STERED OFFI FFICE CORPOR ORA TE OFFI FFICE 102-Azadi, Mirboxtola 6/A/1 (2nd Floor), Segunbagicha, Ramna Sylhet-3100, Bangladesh Dhaka-1000, Bangladesh Tel: Tel: , Fax: Fax: PLANT Fenchugonj Sylhet, Bangladesh Web Site: AUDITOR HAQUE SHAHALAM MANSUR SUR & Chartered Accountants CO. 27- Bijoy Nagar, Shaj Bhaban (6th Floor), B-11 Dhaka-1000, Bangladesh Tel: , Fax:

5 Barakatullah Electro Dynamics Limited Lighting Bangladesh, We Promise... 5 TABLE OF CONTENTS Item Page No. Disclosure in respect of issuance of securities in demat form 7 Conditions under Section 2CC of the Securities and Exchange Ordinance, General information Declaration about the responsibility of the s including the CEO of the Company in respect of the prospectus 12 Consent of the (s) to Serve a (s) 13 Risk factors & management perceptions about the risks 16 Capital structure 18 Use of IPO proceeds 18 Description of business 19 Company at a glance 19 Important dates 19 Nature of business 19 Principal products and services 19 Market for products and services 19 Relative contribution of the product/service that account for more than 10% of the total revenue 19 Associate, subsidiary/related holding company 19 Distribution of products/services 19 Competitive condition in business 20 Sources and availability of raw materials and the name of principal suppliers 20 Sources of, and requirement for power, gas and water or any other utilities 20 Customer providing 10% or more revenues 20 Description of contract(s) with principal suppliers/customers 20 Material patents, trademarks, licenses or royalty agreements 21 Number of employees 21 Production or service rendering capacity and current utilization 22 Description of property 23 Internal and external sources of cash 23 Material commitment for capital expenditure 24 Causes for material changes from period to period 24 Seasonal aspect of the company s business 24 Known trends, events or uncertainties 24 Changes in the assets of the company used to pay off any liabilities 24 Loan taken from holding/parent company or subsidiary company 24 Loan given to holding/parent company or subsidiary company 24 Future contractual liabilities 24 Future capital expenditure 24 VAT, income tax, customs duty or other tax liability 25 Financial lease commitment 25 Personnel related scheme 25 Breakdown of issue expenses 26 Revaluation of assets 27 Transactions with subsidiary/holding company or associate companies 27 Auditors special report regarding allotment of shares for consideration other than for cash 27

6 6 PROSPECTUS Material information which is likely to have an impact 27 Information regarding directorship 28 s involvement in other organization 29 Short bio-data of the directors 31 Credit Information Bureau (CIB) report 31 Description of senior executives and departmental heads 34 Certain Relationships and Related Transactions 35 Transaction with related parties 35 s facilities 35 Executive compensation 36 Future compensation 36 Pay increase intention 36 Transaction with the s and Subscribers to the Memorandum 36 Tangible assets per share 38 Ownership of the Company s securities 39 Shareholding structure 39 Dividend, voting, pre-emption rights 45 Conversion and liquidation rights 45 Dividend policy 45 Other rights of stockholders 46 Refund of subscription money 53 Offer 54 Application for subscription 54 Allotment 57 Underwriting of shares 57 Principal terms and conditions of underwriting agreement 58 Financial Statements 59 Auditors report to the shareholders 60 Selected ratios 84 Auditors report in pursuance of Section 135(1) under Para 24(1) of Part II of Third Schedule of the Companies Act, Credit Rating Report 88 Additional disclosure by the auditor 118 Additional disclosure by the management as required by the DSE 119 Additional disclosure by the management 120

7 Barakatullah Electro Dynamics Limited Lighting Bangladesh, We Promise... 7 DISCLOSURE IN RESPECT OF ISSUANCE OF SECURITY IN DEMAT FORM As per provision of the Depository Act, 1999 and regulations made thereunder, shares will only be issued in dematerialized condition. All transfer/transmission/splitting will take place in the Central Depository Bangladesh Ltd. (CDBL) system and any further issuance of shares (right/bonus) will be issued in dematerialized form only. CONDITIONS UNDER SECTION 2CC OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969 PART A The company shall go for Initial Public Offer (IPO) for 2,00,00,000 ordinary shares of Tk 60 each including a premium of Tk. 50 per share totaling Tk 120,00,00,000 (One hundred twenty crore) following the Securities and Exchange Commission (Public Issue) Rules, 2006, the Depository Act, 1999 and regulations made there under. 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 03 (three) working days of issuance of the consent letter. The issuer shall post the full prospectus, vetted by the Securities and Exchange Commission in the issuer s website and shall also put on the websites of the Commission, Stock Exchanges, and the Issue Manager within 03 (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 SEC, the Stock Exchanges and the Issue Manager a diskette containing the text of the vetted prospectus in MS-Word format. receive one. A notice shall be placed on the front of the application form distributed in connection with the offering, informing that interested persons are entitled to a prospectus, if they so desire, and that copies of prospectus may be obtained from the issuer and the issue managers. The subscription application shall indicate in bold type that no sale of securities shall be made, nor shall any money be taken from any person, in connection with such sale The company shall submit 40 (forty) copies of the printed prospectus to the Securities and Exchange Commission for 5 (Five) working days from the date of publication of the abridged version of the prospectus in the newspaper. The issuer company and the issue manager shall ensure transmission of the prospectus, abridged version of the prospectus and relevant application forms for NRBs through , simultaneously with publication of the abridged version of the prospectus, to the Bangladesh Embassies and Missions abroad and shall also ensure sending of the printed copies of abridged version of the prospectus and application forms to the said Embassies and Missions compliance report shall be submitted in this respect to the SEC jointly by the issuer and the issue manger within 2 (two) working days from the date of said dispatch of the prospectus & the forms. 6. The paper clipping of the published abridged version of the prospectus, as mentioned at condition no.2 above, shall be submitted to the Commission within 24 hours of the publication thereof The company shall maintain separate bank account(s) for collecting proceeds of the Initial Public Offering and shall also open Foreign Currency (FC) account(s) to deposit the application money of the Non-Resident Bangladeshis (NRBs) for IPO purpose, and shall incorporate full particulars of said FC account(s) in the prospectus. The company shall open the above-mentioned accounts for IPO purpose; and close these accounts after refund of over-subscription money. Non-Resident Bangladeshi (NRB) means Bangladeshi citizens staying abroad including all those who have dual citizenship (provided they have a valid Bangladeshi passport) or those, whose foreign passport bear a stamp from the concerned Bangladesh Embassy to the effect that no visa is required to travel to Bangladesh. The issuer company shall apply to all the stock exchanges in Bangladesh for listing within 07(Seven) working days from the date of issuance of this letter and shall simultaneously submit the vetted prospectus with all exhibits, as submitted to SEC, to the stock exchanges.

8 8 PROSPECTUS 9. 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. 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 7 (seven) days of expiry of the 10. The subscription list shall be opened and the sale of securities commenced days of the publication of the abridged version of the prospectus and shall remain open for 5 (Five) consecutive banking days. 11. A non-resident Bangladeshi shall apply either directly by enclosing a foreign demand draft drawn on a bank payable at Dhaka, or through a nominee by paying out of foreign currency deposit account maintained in Bangladesh or securities applied for through crossed bank cheque marking Account Payee only. The NRB applicants shall send applications to the issuer company within the closing date of the subscription so as to reach the same to the company by the closing date plus 9 (Nine) days. Applications received by the company after the above time period will not be considered for allotment purpose. 12. The company shall apply the spot buying rate (TT clean) in US Dollar, UK Pound Sterling and Euro of Sonali Bank, which shall be mentioned in the Prospectus, as prevailed on the date of opening of the subscription for the purpose of application of the NRBs and other non-bangladeshi persons, where applicable. 13. The Company and the issue manager shall ensure prompt collection/clearance of the foreign remittances of NRBs and other non-bangladeshis, if applicable, for allotment of shares. 14. Upon completion of the period of subscription for securities, the issuer and the issue manager shall jointly provide days, in respect of the following matters, namely: - (a) (b) (c) Total number of securities for which subscription has been received; Amount received from the subscription; and Amount of commission paid to the banker to the issue. 15. The issuer and the issue manager shall jointly provide the Commission and the stock exchanges with the list of subscription to the Commission within 3 (three) weeks after the closure of the subscription along with bank after examination with the CDBL in respect of BO accounts and particulars thereof. 16. The IPO shall stand cancelled and the application money shall be refunded immediately (but not later than 5 (Five) weeks from the date of the subscription closure), if any of the following events occur: (a) (b) Upon closing of the subscription list it is found that the total number of valid applications (in case of under subscription including the number of the underwriter) is less than the minimum requirement At least 50% of the IPO is not subscribed % of total public offering shall be reserved for non-resident Bangladeshi (NRB) and 10% for mutual funds and collective investment schemes registered with the Commission, and the remaining 80% shall be open for subscription by the general public. In case of under-subscription under any of the 10% categories mentioned above, the unsubscribed portion shall be added to the general public category and, if after such addition, there is over subscription in the general public category, the issuer and the managers to the issue shall jointly conduct an open lottery of all the applicants added together.

9 Barakatullah Electro Dynamics Limited Lighting Bangladesh, We Promise shares worth Tk. 12,000/- (Taka Twelve thousand only). If, on this basis, there is over subscription, then lottery shall be held amongst case of over-subscription under any of the categories mentioned hereinabove, the issuer and the issue manager shall jointly conduct an open lottery of all the applications received under each category separately in presence of representatives from the issuer, the stock exchanges and the applicants, if there be any. 19. An applicant can not submit more than two applications, one in his/her own name and another jointly with another person. In case an applicant makes more than two applications, all applications will be treated as invalid and will not be considered for allotment purpose. In addition, whole or part of application money may be forfeited by the commission. 20. The applicant shall provide the same bank account number in the application form as it is in the BO account of the application. Otherwise the application will be considered invalid and the subscription money may be forfeited. 21. Lottery (if applicable) shall be held within from closure of the subscription date. 22. The company shall issue share allotment letters to all successful applicants within from the date of the subscription closing. Within the same time, refund to the unsuccessful applicants shall be made in the currency in which the value of securities was paid for by the applicants without any interest, through direct deposit to the applicant s bank account as far as possible/account Payee Cheque/refund warrants with bank account number, bank s name and branch as indicated in the securities application forms payable at Dhaka/Chittagong/Khulna/ Rajshahi/Barisal/Sylhet/ Bogra, as the case may be subject to condition 19 above. Refund money of the unsuccessful applicants shall be credited directly to their respective bank accounts, who have closen the option in the IPO application forms, as maintained in with the bankers to the issue or any other banks mentioned in the application. A compliance report in this regard shall be submitted to the Commission within 7(Seven) weeks from the date of closure of subscription. 23. 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 of allotment. 24. In the event of under-subscription of the public offering, the unsubscribed portion of securities shall be taken up by the underwriter(s) (subject to para -16 above). The issuer must notify the underwriter to take up the underwritten shares within 10 (Ten) days of the subscription closing date on full payment of the share money within 15 (Fifteen) days of the issuer s notice. The underwriter shall not share any underwriting fee with the issue manager, other underwriters, issuer or the sponsor group. 25. All issued shares of the issuer except the institutional bidders shares, at the time of according this consent shall be subject to a lock- in period of three years from the date of issuance of prospectus or commercial operation, whichever comes later. Provided that the persons (other than s and those who hold 5% or more shares in the company), who have subscribed to the shares of the company within immediately preceding two years of according consent shall be subject to a lock-in period of 1 (One) year from the date of issuance of prospectus or commercial operation, whichever comes later. 26. In respect of shares of Sponsor/s/Promoters (if in paper format) shall be handed over to security custodian bank registered with SEC and shall remain till completion of lock in and the name the name and branch of the thereof from the custodian bank, within one week of listing of the shares with the stock exchange(s). Or they (shares of Sponsor/ s/ Promoters) can be demated and will remain in lock-in under CDBL system and exchange(s). In respect of shares other than Sponsor/s/Promoters the issuer will ensure their lock-in of those shares and submit a statement to this effect to SEC. The company shall apply to the stock exchanges for listing within 27. 7(Seven) working days of issuance of this exchanges.

10 10 PROSPECTUS PART B 1. Prime Finance & Investment Limited, the Issue Manager, shall ensure that the abridged version of the prospectus and the full prospectus is published correctly and in strict conformity with the conditions of this letter without any error/omission, as vetted by the Securities and Exchange Commission The issue manager shall carefully examine and compare the published abridged version of prospectus on the date of publication with the copy vetted by SEC. If any discrepancy/inconsistency is found, both the issuer and the issue manager shall jointly publish a corrigendum immediately in the same newspapers concerned, simultaneously endorsing copies thereof to SEC and the stock exchange(s) concerned, correcting the discrepancy/inconsistency Both the issuer company and the issue manager shall, immediately after publication of the prospectus and its abridged version, jointly inform the Commission in writing that the published prospectus and its abridged version are verbatim copies of the same as vetted by the Commission. The fund collected through Public Offering shall not be utilized prior to listing with stock exchanges and that utilization of the said fund shall be effected through banking channel, i.e. through account payee cheque, pay order or bank drafts etc. 5. The company shall furnish report to the Commission on utilization of Public Offering proceeds within 15 (Fifteen) days of the closing of each quarter until such fund is fully utilized, as mentioned in the schedule contained in the prospectus, and in the event of any irregularity or inconsistency, the Commission may employ or engage any person, at issuer s cost, to examine whether the issuer has utilized the proceeds for the purpose disclosed in the prospectus All transactions, excluding petty cash expenses, shall be effected through the company s bank account(s). deviation in this respect must have prior approval of the shareholders in the shareholders Meeting under intimation to SEC and stock exchange(s). s on the Company s Board will be in accordance with the applicable laws, rules and regulations. PART C All the above conditions imposed under Section 2CC of the Securities and Exchange Ordinance, 1969 shall be incorporated in the prospectus immediately after the page of the table of contents, with a reference in the table of contents, prior to its publication. The Commission may impose further conditions/restrictions etc. from time to time as and when considered necessary, which shall also be binding upon the issuer company. PART D 1. As per provision of the Depository Act, 1999 and regulations made there under, shares will only be issued in dematerialized condition. All transfer/transmission/splitting will take place in the Central Depository Bangladesh Ltd. (CDBL) system and any further issuance of shares (Including right/bonus) will be issued in dematerialized form only authenticated copy of treasury Chalan to the Commission, among others, to obtain consent for holding of lottery in line with the NBR s Order No. Rviv ev/avqki ev RU/2010/97 dated dated The company along with the issue manager shall also ensure due compliance of all above condition and the Securities & Exchange Commission (Public Issue) Rules, 2006.

11 GENERAL INFORMATION

12 12 PROSPECTUS DECLARATIONS AND DUE DILIGENCE CERTIFICATES Declaration about the Responsibility of the s, including the CEO of the Company Barakatullah Electro Dynamics Limited in Respect of the Prospectus This prospectus has been prepared, seen and approved by us, and we, individually and collectively, accept full responsibility 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 informed decision for investment. Faisal Ahmed Chowdhury Chairman Md. Ahsanul Kabir Vice Chairman Abdul Bari Vice Chairman Nayem Ahmed Chowdhury Fahim Ahmed Chowdhury Robin Chowdhury Nanu Kazi Mohammed Miah Md. Shirajul Islam Mohammed Abdul Ahad Kazi Mohammed Angur Miah Abdul Mumin Nasim Ahmed Chowdhury Manzur Ashraf Khan Alimus Sadat Chowdhury Afzal Rashid Chowdhury Monsur Alam Chowdhury Yeahyea Murad Khan Ubaydia Chowdhury Gulam Rabbani Chowdhury & Managing

13 Barakatullah Electro Dynamics Limited Lighting Bangladesh, We Promise Consent of the director(s) to serve as director(s) We hereby agree that we have been serving as (s) of Barakatullah Electro Dynamics Limited and continue to act as (s) of the Company. Faisal Ahmed Chowdhury Chairman Nayem Ahmed Chowdhury Nanu Kazi Mohammed Miah Kazi Mohammed Angur Miah Manzur Ashraf Khan Monsur Alam Chowdhury Abdul Bari Vice Chairman Robin Chowdhury Mohammed Abdul Ahad Nasim Ahmed Chowdhury Afzal Rashid Chowdhury Ubaydia Chowdhury Md. Ahsanul Kabir Vice Chairman Fahim Ahmed Chowdhury Md. Shirajul Islam Abdul Mumin Alimus Sadat Chowdhury Yeahyea Murad Khan Gulam Rabbani Chowdhury & Managing Companies & Firms 1994 before Publication of the Prospectus.

14 14 PROSPECTUS Sub: Public Offer of 20,000,000 Ordinary Shares of Tk. 60/- each including a premium of Tk. 50/- per share totaling to Tk. 1,200,000,000 of Barakatullah Electro Dynamics Limited We, the under-noted Manager to the Issue to the above mentioned forthcoming issue, state as follows: 1. materials as relevant for adequate disclosures to the investors; and 2. documents and other materials furnished by the issuer company. WE CONFIRM THAT: (a) (b) (c) the draft prospectus forwarded to the Commission is in conformity with the documents, materials and papers relevant to the issue; all the legal requirements connected with the said issue have been duly complied with; and the disclosures made in the draft prospectus are true, fair and adequate to enable the investors to make a well informed decision for investment in the proposed issue. For Manager to the Issue M. Mosharraf Hossain PhD, FCA Managing & CEO Prime Finance Capital Management Limited Date: 01 February 2011

15 Barakatullah Electro Dynamics Limited Lighting Bangladesh, We Promise Sub: Public Offer of 20,000,000 Ordinary Shares of Tk. 60/- each including a premium of Tk. 50/- per share totaling to Tk. 1,200,000,000 of Barakatullah Electro Dynamics Limited We, the under-noted Underwriter(s) to the abovementioned forthcoming issue, state individually and collectively as follows: other documents and materials as relevant to our underwriting decision; and documents and other materials furnished by the issuer company; - WE CONFIRM THAT: (a) all information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to the Commission has been approved by us; (b) we shall subscribe and take up the un-subscribed securities against the abovementioned public issue within (c) this underwriting commitment is unequivocal and irrevocable. For Underwriters Md. Golam Sarwar Bhuiyan Managing Bangladesh Mutual Securities Limited Erfanuddin Ahmed President & Managing Bank Asia Limited Tanjil Chowdhury EC Securities Limited Md. Aliuzzaman Managing Md. Abdur Rouf ICB Capital Management Limited Selim R. F. Hussain CEO & Managing IDLC Finance Limited Managing LankaBangla Finance Limited Mustofa Kamal Mercantile Securities Limited Sheikh Mortuza Ahmed Prime Bank Investment Limited M. Mosharraf Hossain PhD, FCA Managing & CEO Prime Finance Capital Management Limited Managing (Current Charge) Union Capital Limited Syed Imtiaz Hasib Deputy Managing Southeast Bank Limited Managing & CEO Uttara Finance and Investments Limited Mamun Ahmed Managing Swadesh Investment Management Limited

16 16 PROSPECTUS RISK FACTORS & MANAGEMENT PERCEPTIONS ABOUT THE RISKS Every equity investment is associates with risks. Among those risks some can be averted, others are beyond control. Before making any investment decision, Investors should take the risk factors into consideration. Major such risk factors are described in brief as under: Interest rate risks company has about Tk crore of outstanding loans, any unfavorable change in interest rate structure may affect the company s business adversely. Management perception Management of the company believes that rise in interest rate will not substantially affect the company. On the other hand, if interest rate falls, the company will go for alternative investment schemes to utilize its funds. Moreover, management of BEDL is planning to pay off its term loans with the IPO proceeds. After paying off the term loans exposure of BEDL to interest rate risk will reduce to a great extent. Exchange rate risks of local currency against major international currencies will not affect the company s business. Management perception Since all dues relating to import of machineries and equipments from abroad has been settled, exchange rate risk is not going to hamper business of the company. Industry risks The Company is operating in an industry where there is a huge gap between demand and supply. Although power sector is a highly demanding and aggravated sector in our country, chances are there that excessive competition may hamper the company s business. Management perception Currently there is a huge gap between demand and supply of electricity in our country. On the other hand demand for electricity is increasing drastically day by day. In this situation chance of excessive competition is almost zero. Moreover BPDB purchase 100% of the electricity produced by the company at a rate predetermined in the Power Purchase Agreement which is also adjusted as per consumer price Market and technology-related risks Capacity of generating power is dependent to a great extent on the capacity of its generators. Should there be any disturbance in the technology used by the company; operation of the company may face major turbulence. Management perception The company is using state of the art technology and modern machines. The plant is comprised of 19 units of generator sets from the world renowned gas fuelled reciprocating engine manufacturer GE Jenbacher, Austria. Total installed capacity of the plant is MW where contracted capacity is 51 MW of electricity. To ensure uninterrupted supply of electricity the project has 8.11% of reserve margin in production. To reduce any chance of disturbances the company has enter a spare parts supply contract for a period of 15 years with GE Jenbacher. Furthermore the management of the company is very serious about timely maintenance of the machineries. Potential or existing government regulations Although existing government rules and regulations are very favorable for the company, chances are there that the Management perception The Government is committed for providing affordable and reliable electricity to all citizens by 2020 for economic and social development. The government has declared its vision for power sector to make the country free from load shedding beyond 2011 and to make electricity for all by year 2020.

17 Barakatullah Electro Dynamics Limited Lighting Bangladesh, We Promise not have to face any unfavorable situation. Potential changes in global or national policies Changes in government policy as well as policy of foreign countries may affect adversely the business of the company. Any structural change in power generation industry may adversely affect the business and may have negative impact Management perception Modern life is totally dependent on electricity. Without electricity modern life cannot sustain. Without policy is concerned, power sector is not going to face any adverse effect. On the other hand, chances of global policies hampering power sector of our country is very negligible. History of non-operation If a company becomes non-operative for some period in its operating life then risk of becoming non-operative in future for the same reasons or other probable reasons should be considered carefully. Management perception The Company does not have any history of non- operation so no risk has arise in this respect. Moreover the Company is trying to expand its business by installing more power plants. So, chance of becoming non-operative in future is very low. Operations risks Operational risk covers the ability of the project to achieve the performance as envisaged. Technology used, fuel supply arrangement, operation & maintenance (O&M) arrangement and political condition are major sources of operational risk for the company. Management perception To mitigate fuel supply problem BEDL has signed gas supply agreement with Jalalabad Gas Transmission and Distribution Systems Ltd. (JGTDSL) on 22 June 2008 for a term of 15 years to supply gas in of 15 years with 1 year warranty period from the date of delivery. During major overhaul, BEDL will units of generators, electricity supply will not be hampered to a great extent even at the time of scheduled maintenance or any minor problem. Power project in general has operational risk and for this project is quite high considering 15 years of operation. However technical expertise availability in the country, supply contract with the vendor as well as reserve margin of around 8.11% (installed capacity) mitigates the operational risk to a great extent. OTHER RISKS Project duration risk The company entered an agreement with Bangladesh Power Development Board (BPDB) with a condition that the date, unless extended or earlier terminated persuante to the provisions of this agreement. Management perception Management perceive that there are no possibilities of early termination of the agreement as there are huge demand for power in our country. Government of Bangladesh is encouraging more local entrepreneur to invest in this sector to meet up demand and supply gap. Moreover, at present scarcity of power revels that the power crisis will remain in future as economy of Bangladesh is growing and demand for power and electricity is increasing. So there is scope of extension of the term of current agreement subject to approval of BPDB.

18 18 PROSPECTUS CAPITAL STRUCTURE 1. Authorized Capital Tk. 3,000,000, Capital structure prior to IPO Issued, subscribed and paid up capital Total paid up capital prior to IPO Tk. 660,000,000 Tk. 660,000, Capital structure after IPO a) Issued, subscribed and paid up capital prior to IPO Tk. 660,000,000 b) Initial Public Offering (IPO) without premium Tk. 200,000,000 c) Total paid up capital after IPO (a + b) Tk. 860,000,000 d) Premium from IPO Tk. 1,000,000,000 USE OF IPO PROCEEDS a. Barakatullah Electro Dynamics Limited will utilize the net proceeds of public offer as per following schedule: Use of proceeds Sl. No. Particulars Amount of Taka 01 Bank Loan pay off 1,142,350,000 Means of Finance Total Sl. No. Particulars Amount of Taka 01 From IPO 1,200,000, Less: IPO expenses 57,650,000 Total (Gulam Rabbani Chowdhury) (Muhammed Monirul Islam) b. Implementation schedule of use of IPO proceeds Sl. No. Particulars Amount of Taka Company Secretary Approximate date for payment 01 Bank Loan as on 30 June ,401,515, Payment during the period from July 2010 to November ,479, Loan as on 30 November ,326,035, Payment to be made 47,979,798 within February Outstanding loan will be as on 01 March ,278,055, Loan pay off by way of raising fund through IPO (90% of outstanding loan) 1,142,350,000 Within 02 month of getting IPO proceeds (i.e. within June 2011) (Gulam Rabbani Chowdhury) (Muhammed Monirul Islam) C. There is no other contract on which the proceeds of IPO will be utilized. Company Secretary

19 Barakatullah Electro Dynamics Limited Lighting Bangladesh, We Promise Company at a glance DESCRIPTION OF BUSINESS Bangladeshi (NRB) investors and local entrepreneur established in 2007 with the main focus on power generation in to boost up private sector for power generation in the country for the sake of overall development. Barakatullah Electro Dynamics Ltd., Bangladesh bid a tender for 50 MW ±10% Power Plant, (build-own-operate basis) at Fenchuganj, (BPDB) and agreement was signed as on 28 April 2008 with BPDB. The project involves setting up of a rental power plant by Barakatullah Electro Dynamics Limited (BEDL) with a capacity of 51 MW at Fenchuganj, Sylhet and operating it on Build-Own-Operate (BOO) basis for a term of 15 years after the commercial operations date, unless extended or earlier terminated pursuant to the provisions of the agreement. The generated electricity of the project is being sold to BPDB. The plant has successfully commissioned on 10 October 2009 and started its commercial operation from 24 October 2009 and supplying electricity to BPDB very reliably. Important dates Incorporation of the Company (as Private Limited) 26 June 2007 Date of signing power supply agreement with BPDB 28 April June August 2008 Date of conversion into Public Limited 25 September 2008 Denomination of Face Value of Share from Tk 1000 to Tk November 2008 Denomination of Face Value of Share from Tk 100 to Tk December 2009 Date of commercial operation 24 October 2009 Date of formal inauguration by Honorable Prime Minister 03 April September 2010 Nature of business The principal activity of the company is to set up power plants for generation and supply of electricity. Principal products and services At present generating and supplying electricity is the principal product/service of the company. Market for products and services The generated electricity of the project is being sold to BPDB. The plant has successfully commissioned on 10 October 2009 and started its commercial operation from 24 October 2009 and supplying electricity to BPDB. Relative contribution of the product/service that accounts for more than 10% of total revenue Associate, subsidiary/related holding company The company does not have any associate, subsidiary/related holding company. Distribution of products/services The company is generating electricity through its power plant located at Fenchugonj, Sylhet and supplying the electricity to National

20 20 PROSPECTUS Competitive condition in business The sector does not pause any competition due to serious dearth of reliable and adequate electricity demand. However there are few other companies are engaed of producing electricity to meet up of local demand as are main competitors of the company: Sl. No. Name of Competitore 01 Summit Power Limited 02 Khulna Power Company Limited Sources and availability of raw materials and the names of the principal suppliers Rental Power Plant, Sylhet shall commence on the execution date and shall continue subject to the other provisions power purchase agreement. Sources of, and requirement for power, gas and water or any other utilities Power: Water: The power requirement is met from company s own generation. However any disruption is met through supply from local Palli Bidyut Samity for auxiliary use only. year shall be 74,503,800 Sm³ per annum. The Company uses close circuit cooling system for its generators and the cooling water requirement is very minimal which is supplied from deep tube well through demineralization plant. Customer providing 10% or more revenues The company has signed power supply agreement on rental basis with BPDB on 28 April 2008 for a term of 15 years to provide 51 MW net electrical power to Bangladesh Power Development Board (BPDB). Under the scope, BEDL build, own and operate the electricity generation facility on rental basis and sell electricity output to BPDB. BPDB purchases total electrical capacity and energy from Barakatullah Electro Dynamics Ltd. Description of contract(s) with principal suppliers/customers Power Purchase Agreement The company has signed power supply agreement on rental basis with Bangladesh Power Development Board on 28 April 2008 for a term of 15 years to provide 51 MW net electrical power to Bangladesh Power Development Board (BPDB). This agreement shall become effective upon signing and shall terminate 15 years after Commercial Operations Date, unless extended or earlier terminated pursuant to the provisions of this Agreement. The purpose of this agreement is the supply by company to BPDB of Net Energy Output and to make available capacity and BPDB agrees to accept and pay for the Dependable Capacity & Net Energy Output under the terms and conditions testing, delivery to the site, erection, testing & commissioning, operation and maintenance including overhauling and major overhauling of the plant for the entire term. Spares consumables required for the plant for the entire term shall be supplied by the company at its own cost in accordance with this agreement. The PPA stipulates a two elements tariff. One is Rental Payment and another is Energy Payment. The Rental Payment and Energy payment payable to the company for Dependable Capacity and Net Energy output respectively for each contract year through out the term. If power plant could not achieve dependable capacity for any particular billing month due to reasons other than the default of the company, then BPDB shall pay monthly rental payment. The levalige tariff payment to BPDB is Tk per KWH. Termination Clause operations date, unless extended or earlier terminated persuante to the provisions of this agreement.

21 Number of employees

22

23 Barakatullah Electro Dynamics Limited Lighting Bangladesh, We Promise DESCRIPTION OF PROPERTY owned by the company. The Fixed asset schedule as per audited accounts as on 30 June 2010 as follows: Sl. No. Name of Fixed Asset 01 Land and Land Development 02 Furniture and Fixtures Motor Vehicles 06 Building and Civil Construction 07 Maintenance Equipment 08 Plant and Machinery of the company are in good operating condition. The properties are purchased in brand new condition. The company itself owns the entire property and none is on lease or borrowed. st The plant & machinery and other assets of the company are mortgaged (1 charge) till 31-December-2018, to Infrastructure Development Company Limited (IDCOL), BRAC Bank Limited, Trust Bank Limited, AB Bank Limited, Janata Bank Limited & Industrial and Infrastructure Development Finance Company Limited (IIDFC) and mortgaged (2 nd charge) to Prime Finance & Investment Limited till 5 th August 2011 against the term loan. Mentionable here that the company has owning acres of land of which 4.47 acres of land are given under mortgage to the above lenders against term loan. PLAN OF OPERATION AND DISCUSSION OF FINANCIAL CONDITION Internal and external sources of cash Internal sources of cash 30-June-10 Amount in Taka (as per audited accounts) 30-June-09 Amount in Taka 30-June-08 Amount in Taka Share capital 600,000, ,000,000 15,000,000 Retained earnings* 102,053, Sub-total 350,000,000 15,000,000 External sources of cash Share money deposit - 174,635, ,829,877 Term loan-loan term portion 1,221,464, ,779,830 - Term loan-short term portion 180,050, ,088,080 - Short term loan - - 3,572,535 Deferred liabilities for plant & equipment - 541,800,000 - Accounts payable 74,050, Sub-total Grand Total * The company started its commercial operation from 24 October So no revenue was generated previous two years.

24 24 PROSPECTUS Material commitment for capital expenditure The company has not yet made any material commitment for capital expenditure. Causes for material changes from period to period Particulars Income (as per audited accounts) Amount in Taka 30-Jun-10 Revenue 514,542,637 Cost of sales 245,353, ,189,560 50,514,638 Financial income 724, ,399,675 Financial expenses 111,763, ,635,803 Provision for tax 5,582,449 The company has started its commercial operation from 24 October During the year ended on 30 June 2010 Seasonal aspect of the company s business The operation of the company is not, in general, affected by any seasonal variances. Known trends, events or uncertainties the business operations of the company. Changes in the assets of the company used to pay off any liabilities No asset of the company has been disposed to pay off the liabilities of the company. Loan taken from holding/parent company or subsidiary company The company has no holding/parent company or subsidiary company, hence has not taken any loan from such party. However the Company taken loan from Royal Homes Limited which is under common management as disclosed in note 29.B. of the audited accounts as on 30 June Loan given to holding/parent company or subsidiary company The company has no holding/parent company or subsidiary company, hence has not given any loan to such party. Future contractual liabilities The company has no plan to enter into any contractual liabilities within next one year other than the normal course of business. Future capital expenditure The company does not have any plan for capital expenditure in the near future other than normal course of business.

25 Barakatullah Electro Dynamics Limited Lighting Bangladesh, We Promise VAT, income tax, customs duty or other tax liability VAT The company is not under the scope of VAT. As such, there is no outstanding VAT claim up to the year ended 30 June Income tax As per section 52N of the Income Tax Ordinance, 1984 Bangladesh Power Development Board (BPDB) has been tax liability as per the said Ordinance. However, general tax rate is applicable on other incomes of BEDL. As per section 75 of the said Ordinance, the company has furnished return for the Income years 2007/08 and 2008/09, statuses of which are given below: Financial Year Assessment Year Assessed Income Tax Assessed by DCT Paid ,170, , , ,141,054 2,302,895 2,302,895 Remarks Assessment completed on 09- September Assessment completed on 09- September Custom duty or other liabilities There is no outstanding on account of custom duty or other tax liability. Whereas an amount of Tk. 212,463,647 is considered as contingent liability out of which Tk. 101,176,307/- is related with custom duty and Customs and other parties for taking exemption facility of import duty, VAT, Supplementary duty etc. accommodation. Other than these rented accommodations the company did not had any operating lease during the Sl. No. Branch Name Location Contract period Area (Sft.) Monthly rent (Tk.) Advance outstanding on (Tk.) 1. Registered 102-Azadi, Mirboxtola Sylhet years starting from , Corporate Ramna, Dhaka years starting from ,015 30,000 1,00,000 Financial lease commitment Personnel related scheme The company believes in supporting its employees and is offering Festival bonus (2 festival bonuses in a year), Provident Fund as per Board of e meeting held on August 16, 2010 and subsequently permission granted by National Board of Revenue (NBR) dated 26 th October 2010 which was effective from 1 st July 2010.The matter also disclose in note 33.A of the audited accounts as on 30 June Company also has a well-designed Compensation plan for attracting highly capable staff with higher degree of integrity.