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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 35,000,000 ORDINARY SHARES

ISSUE DATE OF THE PROSPECTUS: [.]

OFFER PRICE OF THE SECURITIES TK 10.00 EACH AT PAR,

TOTAL SIZE OF FUND TO BE RAISED TK. 350,000,000.00

Opening and Closing Date of Subscription:

Opening date of Subscription: ……………………….

Closing date of Subscription: ………………………

PROSPECTUS

Name of the Issuer

BEKA GARMENTS AND TEXTILE LIMITED

Name of Issue Manager

Shahjalal Equity Management Limited

BD Finance Capital Holdings Limited

[

Prospectus of Beka Garments and Textile Limited Page | 2

(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 value, where applicable;

ISSUER:

Name & Address Contact Person Telephone & Fax Number,

Email, Web Address

Beka Garments and Textile Limited

PMP Plaza, 14, Kemal Ataturk Avenue,

Banani C/A, Dhaka-1213, Bangladesh

Boby N Diaz

Managing Director

Tel: +880-2-9881381-83,

+880 2 9820168-69

Fax: +880-2-8823274

Email: [email protected]

Website: www.bekagarmentltd.com

ISSUE MANAGER:

Name & Address Contact Person Telephone & Fax Number,

E-mail, Web Address


Al -Razi Complex, Suite# 901 (9th Floor),

Block-C, 166-167, Shaheed Syed Nazrul

Islam Sarani, Dhaka-1000, Bangladesh

Md. Mohiuddin Mollah

Chief Executive Officer

Phone: +88 02 55111680-681

Fax: +88 02 55111682

E-mail: [email protected]

Web: www.shahjalalequity.com


64,Motijheel C/A (2nd floor), Dhaka-1000,

Bangladesh

Mr. Barun Prasad Paul

Managing Director & CEO (CC)

Phone: +88 02-9588186-7,

Fax: +88 02-9588185


Web: www.bdcapital.com.bd

UNDERWRITERS:

Name & Address Contact Person Phone & Fax Number, E-mail,

Web Address


Al -Razi Complex, Suite# 901 (9th Floor),

Block-C, 166-167, Shaheed Syed Nazrul

Islam Sarani, Dhaka-1000,Bangladesh



Phone: +88 02 55111680-681

Fax: +88 02 55111682





Bangladesh



Phone: +88 02-9588186-7,

Fax: +88 02-9588185



AUDITOR:

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

Address

Shiraz Khan Basak & Co.

R.K Tower( Level-10) 86, Bir Uttam C.R

Datta Road (312,Sonargaon), Dhaka-1205

Ramendra Nath Basak,

FCA Partner

Phone: Tel: +88-02-9635139

Fax: +88-02-8621575


The Company has no involvement 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 manager.

iii) "If you have any query about this document, you may consult the issuer, issue manager and underwriter”

mailto:[email protected]



(IV) “CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO

THE ISSUE OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND

THE 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 (TEN) EACH I.E. OF THE FACE VALUE. THE ISSUE PRICE HAS BEEN DETERMINED AND

JUSTIFIED BY THE ISSUER AND THE ISSUE MANAGER 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) 108-112.”

(VII) “THE BEKA GARMENTS AND TEXTILE 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."


(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 Abridge Version of the Prospectus in hard and soft forms of Beka Garments and Textile Limited shall

be obtained from the following address:

ISSUER

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

Address



Banani C/A, Dhaka-1213, Bangladesh

Boby N Diaz

Managing Director

Tel: +880-2-9881381-83, +880 2

9820168-69

Fax: +88-02-8823274


Web: www.bekagarmentltd.com

ISSUE MANAGER

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

Address


Al-Razi Complex, Room# 901(9th Floor),

Block-C, 166-167 Shaheed Syed Nazrul




Phone: +88 02 55111680-681

Fax: +88-02-55111682





Bangladesh



Phone: +88 02-9588186-7,

Fax: +88 02-9588185



STOCK EXCHANGES

Name & Address Contact person Telephone & Fax Number,

E-mail, Web Address

Dhaka Stock Exchange Limited

DSE Library, 9/F Motijheel C/A, Dhaka-

1000, Bangladesh

Afzalur Rahaman

Manager

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

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


Web: www.dsebd.org

Chittagong Stock Exchange Limited

CSE Library, CSE Building, 1080, Sheikh

Mujib Road Agrabad, Chittagong- 4100.

Mohammed Jabed

Sarwar

Assistant Manager

Tel: 031-714632-3

Fax: 031-714101


Web: www.cse.com.bd

The Prospectus would also be available on the websites of BSEC (www.sec.gov.bd) at the Public Reference Room of the

Bangladesh Securities and Exchange Commission (BSEC) for reading and studying.

II.Name and dates of the Newspapers where abridge version of prospectus was published:

Sl. No Name of the Newspaper Date of Publication



DEFINITIONS AND ACRONYMS/ELABORATIONS

Unless the context otherwise indicates, requires or implies, the following terms shall have the meanings set forth below in this

Information Memorandum. References to statutes, rules, regulations, guidelines and policies will be deemed to include all

amendments and modifications notified there to.

Acronyms Elaboration

A

AGM Annual General Meeting

ALLOTMENT Letter of Allotment Of Shares

“ARTICLES” OR “ARTICLES OF

ASSOCIATION” OR “AOA”

The Articles of Association of Beka Garments and Textile Limited as amended

B

“Board” or “Board or Directors” or “our

Board”

The Board of Directors of Beka Garments and Textile Limited as

duly constituted from time to time including any committees thereof

BGTL Beka Garments and Textile Limited

BGMEA Bangladesh Garments Manufacturers and Exporters Association

BKMEA Bangladesh Knitwear Manufacturers and Exporters Association

BO A/C Beneficiary Owner’s Account

BDT Bangladeshi Taka

BB Bangladesh Bank

BBA Bachelor of Business Administration

BSA Bangladesh Standards on Auditing

BOI Board of Investment

BSEC Bangladesh Securities and Exchange Commission

BDFCL BD Finance Capital Holdings Limited

C

CC Current Charge

CIB Credit Information Bureau

CERTIFICATE Share Certificate

COMMISSION Bangladesh Securities and Exchange Commission

COMPANIES ACT Companies Act, 1994

CS Company Secretary

CSE Chittagong Stock Exchange Limited

CDBL Central Depository Bangladesh Limited

CEO Chief Executive Officer

CFO Chief Financial Officer

COMPANY Beka Garments and Textile Limited

D

DSE Dhaka Stock Exchange Limited

E

EIs Eligible Investors

EPB Export Promotion Bureau

E-Mail Electronic Mail

EFT Electronic Fund Transfer

EPS Earnings Per Share

EXCHANGES Stock Exchanges

EU European Union

EPB Export Promotion Bureau

F

FC A/C Foreign Currency Account

FDR Fixed Deposit Receipt

FOB Free on Board

FY Fiscal Year

G

GBP Great Britain Pound

GSP Global System of Preference

GP General Public

GOB Government of Bangladesh

I

IAS International Accounting Standards

IS International Standards

IFRS International Financial Reporting Standards

ICAB The Institute of Chartered Accountants of Bangladesh

ISSUE MANAGER Shahjalal Equity Management Limited and BD Finance Capital Holdings

Limited


Acronyms Elaboration

ISSUER Beka Garments and Textile Limited

IPO Initial Public Offering

K

KRA Key Result Area

L

L/C Letter of Credit

M

MP Market Price

MD Managing Director

MS -Word Microsoft Word

“Memorandum” or “ Memorandum of

Association” or “MOA”

The Memorandum of Association of Beka Garments and Textile Limited ; as

amended

MBA Masters of Business Administration

M.COM Master of Commerce

M.SC Master of Science

MA Masters of Arts

N

NBR National Board of Revenue

NAV Net Asset Value

NRB Non-Resident Bangladeshi

NBFI Non-Banking Financial Institution

O

OFFERING PRICE Price of the Share of BGTL being offered

OUR COMPANY Beka Garments and Textile Limited

P

PE Price to Earnings

PE-RATIO Price Earnings Ratio

R

RMG Ready Made Garments

R & D Research & Development

RJSC Registrar of Joint Stock Companies and Firms

REGISTERED OFFICE Registered Office of BGTL

RULES Bangladesh Securities and Exchange Commission (Public Issue) Rules-2015

S

SECURITIES MARKET The Share Market of Bangladesh

SC Share Certificate

STD ACCOUNT Short Term Deposit Account

SUBSCRIPTION Application Money

SPONSORS The Sponsors Shareholders of BGTL

STOCKHOLDER Shareholder

SEML Shahjalal Equity Management Limited

T

TAKA/TK./BDT Bangladeshi Taka

The Company/ Issuer/BGTL Beka Garments and Textile Limited

TT Telephonic Transfer

TIN Tax Identification Number

U

USD United States Dollar

UK POUND United Kingdom Pound

V

VAT Value Added Tax

W

WPPF Workers Profit Participation Fund

WDV Written Down Value


TABLE OF CONTENTS

CHAPTER NO. PARTICULARS PAGE NO

CHAPTER

I

EXECUTIVE SUMMARY: 16

(a) About the industry 17

(b) About the Issuer 18

(c) Financial Information 19

(d) Features of the issue and its objects 19

(e) Legal and other Information 19

(f) Promoters’ background 20

(g) Capital structure and history of capital raising 20

(h) Summary of Valuation Report of Securities 21

(i) Others 21

CHAPTER II CONDITIONS IMPOSED BY THE COMMISSION IN THE CONSENT LETTER 22-26

CHAPTER III DECLARATION AND DUE DILIGENCE CERTIFICATES. 27-32

ANNEXURE-A Declaration about the responsibility of the Directors, including the Managing Director

of BEKA Garments And Textile Limited in respect of Prospectus.

28

ANNEXURE-B Due Diligence Certificate by the Issue Manager 29-30

ANNEXURE-C Due Diligence Certificate by the Underwriter(s) 31-32

CHAPTER IV ABOUT THE ISSUER 33-34

(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.

34

(b) The names of the sponsors and directors of the issuer. 34

(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.

34

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

listed.

34

CHAPTER V CORPORATE DIRECTORY OF THE ISSUER 35-36

CHAPTER VI DESCRIPTION OF THE ISSUER 37-

(A) Summary:

(i) The summary of the industry and business environment of the issuer. 38

(ii) Summary of consolidated financial, operating and other information. 38

(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

39

(ii) The board of directors of the issuer 39

(iii) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the

chairman, managing director, whole-time directors, etc. of the issuer

39

(iv) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the CFO,

Company secretary, legal advisor, auditors and compliance officer

40

(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.

40

(vi) The following details of credit rating, where applicable 40

(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.

40

b) Declaration by the underwriters that they have sufficient resources as per the

regulatory requirements to discharge their respective obligations.

40

c) Major terms and conditions of the underwriting agreements. 41

(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).

41

(ii) The size of the present issue, with a break-up (number of securities, description, nominal

value and issue amount).

42

(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).

42

(iv) Category wise shareholding structure with percentage before and after the present issue

and after conversion of convertible instruments (if any).

42

(v) Where shares have been issued for consideration in other than cash at any point in time, 42


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.

(vi) Where shares have been allotted in terms of any merger, amalgamation or acquisition

scheme, details of such scheme and shares allotted.

45

(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.

45

(viii) If the issuer has made an 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

45

(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.

45

(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.

45

(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

immediately preceding the date of filing the prospectus.

46

(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.

46

(xiii) The number of securities of the issuer owned by each of the top ten salaried officers, and

all other officers or employees as a group, indicating the percentage of outstanding shares

represented by the securities owned.

46

(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

46

(ii) Location of the project 46

(iii) Plant, machinery, technology, process, etc. 46

(iv) Details of the major events in the history of the issuer, including details of

capacity/facility creation, launching of the plant, products, marketing, change in

ownership and/or key management personnel etc.

47

(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 a source

of data

47

(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

48

(vii) Description of associates, subsidiary and holding Company of the issuer and core areas of

business thereof

48

(viii) How the products or services are distributed with details of the distribution channel

Export possibilities and export obligations if any

48

(ix) Competitive conditions in business with names, percentage, and volume of market shares

of major competitors

48

(x) Sources and availability of raw materials, names and addresses of the principal suppliers

and contingency plan in case of any disruption

49

(xi) Sources of, and the requirement for, power, gas, and water. or any other utilities and

contingency plan in case of any disruption

49

(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 /services with

amount and percentage thereof

50

(xiii) Names, address(s), telephone number, web address, e-mail and fax number of the 50


suppliers from whom the issuer purchases 10% or more of its raw material/ finished goods

with amount and percentage thereof

(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 such contract, a declaration is to be

disclosed duly signed by CEO/MD, CFO and Chairman behalf of Board of Directors

50

(xv) Description of licenses, registrations, NOC and permissions obtained by the issuer with

the issue, renewal and expiry dates

50

(xvi) Description of any material patents, trademarks, licenses or royalty agreements 51

(xvii) Number of total employees and number of full-time employees 51

(xviii) A brief description of the business strategy 51

(xix) A table containing the existing installed capacities for each product or service, capacity

utilization of 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, the rationale to achieve the projected levels.

51

(E) Description of Property

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

Company and the condition thereof

52

(ii) Whether the property is owned by the Company or taken on lease. 52

(iii) Dates of purchase, last payment date of current rent (খাজনা) and mutation date of lands,

deed value and other costs including details of land development cost, if any and current

use thereof

52

(iv) The names of the persons from whom the lands have been acquired/ proposed to be

acquired along with the cost of acquisition and relation, if any, of such persons to the

issuer or any sponsor or director thereof

52

(v) Details of whether the issuer has received all the approvals pertaining to the use of the

land if required

52

(vi) If the property is owned by the issuer, whether there is a mortgage or other type of charge

on the property, with the name of the mortgagee

52

(vii) If the property is taken on the lease, the expiration dates of the lease with the name of

the lessor, principal terms and conditions of the lease agreements and details of payment

53

(viii) Dates of purchase of plant and machinery along with seller’s name, address, years of sale,

a condition when purchased, country of origin, useful economic life at purchase and

remaining economic life, purchase price and written down the value

54-75

(ix) Details of the machinery required to be bought by the issuer, cost of the machinery, name

of the suppliers, date of placement of the order and the date or expected date of supply,

etc.

76

(x) In case the machinery is yet to be delivered, the date of quotations relied upon for the

cost estimates given shall also be mentioned

76

(xi) If a plant is purchased in brand new condition then it should be mentioned 77

(xii) Details of the second hand or reconditioned machinery bought or proposed to be bought, if

any, including the age of the machinery, balance estimated useful life, etc. as per PSI

certificates of the said machinery as submitted to the Commission

77

(xiii) A physical verification report by the issue manager(s) regarding the properties as

submitted to the Commission

77-80

(xiv) If the issuer is entitled to any intellectual property right or intangible asset, a full

description of the property, whether the same is legally held by the issuer and whether

all formalities in this regard have been complied with

81

(xv) A full description of other properties of the issuer. 81

(F) Plan of Operation and Discussion of Financial Condition

(i) If the issuer has not started its commercial operation, the Company’s plan of operations

for the period which would be required to start commercial operation which shall, among

others, include

82

(ii) If the issuer had been in operation, the issuer’s revenue and results of operation, financial

position and changes in financial position and cash flows for the last five years or from

commercial operation,which is shorter,shall be furnished in tabular form which shall,

among others, include the following information

82-83

a) Internal and external sources of cash 84

b) Any material commitments for capital expenditure and expected sources of funds for 84


such expenditure

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

other operating expenses and net income

84

d) Any seasonal aspects of the issuer’s business 85

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

future business

85

f) Any assets of the Company used to pay off any liabilities 85

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

with details of the same

85

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

85

i) The estimated amount, where applicable to the future capital expenditure 85

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

85

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 affected

85

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

for in future years

86

m) Breakdown of all expenses related to the public issue 86

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

86

o) Where the issuer is a holding/subsidiary Company, full disclosure about the transactions,

including its nature and amount, between the issuer and its subsidiary/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

87

p) Financial Information of Group Companies: the 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

87

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;

87

r) A report from the Auditors regarding any allotment of shares to any person for any

consideration otherwise than cash along with the relationship of that person with the

issuer and rationale of the issue price of the shares;

87-89

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;

89

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;

89

u) Discussion on the results of operations shall inter-alia contain the following 89

1) A summary of the past financial results after adjustments as given in the auditor’s report

containing significant items of income and expenditure

89

2) A summary of major items of income and expenditure 90

3) The income and sales on account of major products or services 90

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

90

5) If a material part of the income is dependent upon a single customer or a few major

customers, the disclosure of this fact along with relevant data. Similarly, if any foreign

customer constitutes a significant portion of the issuer’s business, the disclosure of the

fact along with its impact on the business considering exchange rate fluctuations

90

6) In case the issuer has followed any unorthodox procedure for recording sales and

revenues, its impact shall be analyzed and disclosed.

90


v) Comparison of the recent financial year with the previous financial years of the major

heads of the profit and loss statement, including an analysis of reasons for the changes

insignificant items of income and expenditure, inter-alia, containing the following.

91

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.

91

2) Significant economic changes that materially affect or are likely to affect income from

continuing operations.

91

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.

91

4) Future changes in the relationship between costs and revenues, in the case of events such

as a future increase in labor or material costs or prices that will cause a material change

are known.

91

5) The extent to which material increases in net sales or revenue earned due to increased

sales volume, the introduction of new products or services or increased sales prices

91

6) The total turnover of each major industry segment in which the issuer operated 91

7) Status of any publicly announced new products or business segment 91

8) The extent to which the business is seasonal. 91

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

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

etc.

91

x) Details regarding the changes in the activities of the issuer during the last five years

which may have a material effect on the profits/loss, including discontinuance of lines of

business, loss of agencies or markets and similar factors

92

y) Injunction or restraining order, if any, with possible implications 92

z) Technology, market, managerial competence and capacity built-up 92

aa) Changes in accounting policies in the last three years 92

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.

92

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/information memorandum, unaudited

financial statements for each of the said quarters duly authenticated by the CEO and

CFO of the issuer

92

dd) Factors that may affect the results of operations 92

CHAPTER VII MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULT OF OPERATION

93-97

a) Overview of business and strategies. 94

b) SWOT Analysis 94

c) Analysis of the financial statements for the last five years. 96

d) Known trends demands, commitments, events or uncertainties. 96

e) Trends or expected fluctuations in liquidity. 96

f) off-balance sheet arrangement. 96

CHAPTER VIII DIRECTORS AND OFFICERS 97

(a) Name, Father’s name, age, residential address, educational qualification, experience and

position of each of the directors of the Company and any person nominated or

represented to be a director, showing the period for which, the nomination has been made

and the name of the organization which has nominated him.

98

(b) The date on which he first became a director and the date on which his current term of

office shall expire.

98

(c) If any director has any type of interest in other businesses, Names and types of business

of such organizations. If any director is also a director of another Company or owner or

partner of any other concern, the names of such organizations.

98

(d) Statement of if any of the directors of the issuer are associated with the securities market

in any manner. If any director of the Issuer Company is also a director of any issuer of

other listed securities during the last three years then dividend payment history and

market performance of that issuer.

98

(e) Any 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

99


five officers.

(f) A very brief description of other businesses of the directors. 99

(g) Short bio-data of each director. 99

(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.

100

(i) Name with position, educational qualification, age, date of joining the Company, overall

experience (in the 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.

100

(j) Changes in the key management persons during the last three Years. Any change

otherwise than by way of retirement in the normal course in the senior key management

personnel particularly in charge of production, planning, finance, and marketing during

the last three years prior to the date of filing the information memorandum. If the

turnover of key management personnel is high compared to the industry, reasons

should be discussed.

100

(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.

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 the acquisition, consideration paid for

such acquisition etc.

101

(m) If the sponsors/directors do not have experience in the proposed line of business, the fact

explaining how the proposed activities would be carried out/managed.

101

(n) The interest of the key management persons. 101

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

(p) A number of shares held and percentage of shareholding (pre-issue). 101

(q) Change on the board of directors during the last three years. 101

(r) Director’s engagement with similar business. 101

CHAPTER IX CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 102

(a) The prospectus shall contain a description of any transaction during the last five years, or

any proposed transactions certified by the auditors, between the issuer and any of the

following persons, giving the name of the persons involved in the transaction, their

relationship with the issuer, the nature of their interest in the transaction and the amount

of such interest, namely: -

103

(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/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.

103

(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.

103

CHAPTER X EXECUTIVE COMPENSATION 104

(a) The total amount of remuneration/salary/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) The 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/perquisite /benefit it must be

mentioned along with the date of approval in AGM/ 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 the date of approval in AGM/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/facility provided to the above persons during the last accounting

year.

105

CHAPTER XI OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES 106-107

CHAPTER XII TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE

MEMORANDUM

108-109

(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.

109

(b) If any assets were acquired or to be acquired within the next Two financial year 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.

109

CHAPTER XIII OWNERSHIP OF THE COMPANY’S SECURITIES 110

(a) The names, addresses, BO ID Number of all shareholders of the Company before IPO,

indicating a number of securities owned and the percentage of the securities represented

by such ownership, in tabular form.

111-116

(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, a position held in

other companies of all the directors before the public issue.

117

(c) The average cost of acquisition of equity shares by the directors certified by the auditors. 118

(d) A detail description of capital built up in respect of shareholding (Name-wise) of the

issuer’s sponsors

and directors. In this connection, a statement to be included.

118

(e) Detail of shares issued by the Company at a price lower than the issue price. 119

(f) History of significant (5% or more) changes in ownership of securities from inception 119

CHAPTER XIV CORPORATE GOVERNANCE 120-134

(a) A disclosure to the effect that the issuer has complied with the requirements of Corporate

Governance Guidelines of the Commission

121

(b) A compliance report of Corporate Governance. 121

(c) Details relating to the issuer's audit committee and remuneration committee. 134

CHAPTER XV VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGER 135-136

(a) The valuation report of securities to be offered shall be prepared and justified by the issue

manager on the basis of the financial and all other information pertinent to the issue.

136

(b) To prepare the valuation report, the issue manager may consider all qualitative and

quantitative factors which shall be explained in details with a rationale to consider such

factors, the valuation methods used, sources of information and authenticity of such

information.

136

(c) While preparing the valuation report, the issue manager shall avoid exaggeration and

biases and shall exercise independence and due diligence.

136

(d) The issue manager(s) shall, among others, consider the following methods for valuation

of the securities.

136-137

CHAPTER XVI DEBT SECURITIES 138-139

CHAPTER XVII PARTIES INVOLVED AND THEIR RESPONSIBILITIES, AS APPLICABLE 140-141

CHAPTER XVIII MATERIAL CONTRACTS 142-143

CHAPTER XIX OUTSTANDING LITIGATIONS, FINE OR PENALTY 144-145

CHAPTER XX RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE RISKS 146-150

(i) Internal risk factors 147

(ii) External risk factors 150

CHAPTER XXI DESCRIPTION OF THE ISSUE 153-155

CHAPTER XXII USE OF PROCEEDS 156-165

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

the head-wise break-up.

157

(b) Utilization of the total amount of paid-up capital and share premium, if any, including

the sponsor’s contribution and capital raised of the issuer at the time of submission of a

prospectus, in details with an indication of use of such funds in the financial statements.

160

(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.

160


(d) If IPO proceeds are not sufficient to complete the project, Then the source of the

additional fund must be mentioned. In this connection, copies of the 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 another financial arrangement, which

may be repaid from the proceeds of the issue along with the utilization of such funds.

160

(e) A schedule mentioning the stages of implementation and Utilization of funds received

through a public offer in a tabular form, progress made so far giving details of the 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.

161

(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.

161

(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.

161

(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.

161

(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.

161

(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.

161

(k) Summary of the project appraisal/ feasibility report by the relevant professional people

with the cost of the project and means of finance, weaknesses, and threats, if any, as

given in The appraisal/ feasibility report.

161-165

CHAPTER XXIII LOCK-IN 166-172

CHAPTER XXIV MARKETS FOR THE SECURITIES BEING OFFERED 173-174

CHAPTER XXV DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED 175-176

CHAPTER XXVI FINANCIAL STATEMENTS 177-230

(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 Companies

Act, 1994, International Financial Reporting and Auditing Standards as an adopted in

Bangladesh from time to time and Financial Reporting Act;

178-210

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

Company;

211

(c) Selected ratios as specified in Annexure-D; 211

(d) Auditors report under Section 135(1), Para 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 immediately 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;

219-220

(e) Financial spreadsheet analysis for the latest audited financial statements; 221-222

(f) Earnings Per Share (EPS) on the 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;

222

(g) All extraordinary 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;

222

(h) Quarterly or half-yearly EPS should not be annualized while calculating the EPS; 222

(i) Net asset value (with and without considering revaluation surplus/reserve) per unit of

the securities being offered at the date of the latest audited statement of financial

position.

223

(j) The Commission may require the issuer to re-audit the Audited financial statements if

any deficiency/anomaly is found in the financial statements. In such a case, the cost of

the audit should be borne by the concerned issuer.

223


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

certified by the auditors

223

(i) Statement of long-term and short-term borrowings including borrowing from a related

party or connected persons with the rate of interest and interest paid/accrued;

223

(ii) Statement of principal terms of secured loans and assets on which charge has been created

against those loans with names of lenders, purpose, sanctioned amount, the rate of

interest, primary security, collateral/ other security, repayment schedule, and status;

225

(iii) Statement of unsecured loans with terms & conditions; 227

(iv) Statement of inventories showing the amount of Raw Material, packing material, stock-

in-process and finished goods, consumable items, store & spares parts, inventory of

trading goods etc.;

227

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

persons

227

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

persons with the rate of interest and interest realized/accrued;

228

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

other non-operating income;

228

(viii) Statement of turnover showing separately in cash and through banking channel 228

(ix) Statement of related party transaction; 229

(x) Reconciliation of business income shown in tax return With netting come shown in

audited financial statements;

229

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

made through banking channel;

230

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

accounts;

230

(xiii) Statement of payment status of TAX, VAT and other taxes/duties; 230

CHAPTER XXVII CREDIT RATING REPORT 231

CHAPTER XXVIII PUBLIC ISSUE APPLICATION PROCEDURE 232-236

CHAPTER XXIX OTHERS 237-239


CHAPTER –I

EXECUTIVE SUMMARY


(a) ABOUT THE INDUSTRY;

Bangladesh is one of the largest producers of textiles and garments products. The Ready-Made Garments (RMG) industry

occupies a unique position in the Bangladesh economy and emerged as the biggest earning source of foreign currency. The

dramatic growth of RMG sector is due to RMG entrepreneurs, BGMEA (Bangladesh Garment Manufacturers and Exporters

Association), BKMEA (Bangladesh Knitwear Manufacturers and Exporters Association), government support, GSP facility,

low labor cost, effective and efficient worker etc. They are using cleaner technologies and producing garments in a caring and

responsible way that preserves the environment for future generations. RMG sector has been providing many employment

opportunities especially for women and empowering them to make a social revolution. The RMG sector helps to reduce the

rate of poverty by creating job opportunities. 60% of the western brands of RMG are being exported from Bangladesh to

European buyers and 40% to American buyers. [Source: www. Textile learner. Blogspot.com]. It is the largest exporting

industry in Bangladesh, which experienced phenomenal growth during the last 20 years. Bangladesh’s RMG sector has been

playing a pivotal in facilitating the country’s export earnings, contributing 83.4% of total export (source: EPB), apart for

generating employment to the tune of 4.4 million, 80% of which are women. (Source: WB). Considering the sector’s

importance to the country’s economic stability, ensuring steady growth for RMG export in the short to medium term, is a

key policy imperative. In the recent past, the sector’s growth has been marginal, with exports growing by 0.2% and 8.7%

for 2016-17 and Bangladesh’s export earnings from the RMG sector stood at $30.61billion, posting 8.76% growth in the last

fiscal year. The figure is 1.51% higher than the target of $30.16 million for Fiscal Year-2018. Future growth would be

contingent on the outcomes of multitude of internal and external factors, which could potentially determine the sector’s

competitiveness and performance vis-à-vis its closest competitors. Fiscal year basis remarkable improvements have shown in

the following table: TK. IN MILLION

Source: BGMEA and EPB

Progress has also been made in workers' rights. Minimum wages of RMG workers have been increased by 219% during the

past 5 years. The Labor Law has been amended ensuring noticeable improvements in workers' rights and welfare. The

industry is making strides in terms of environmental compliance to have a sustainable footing in the global apparel market.

Many RMG factories at their own are adopting green technologies and practices. They are using cleaner technologies and

producing garments in a caring and responsible way that preserves the environment for future generations.

The Milestones of the RMG:

Year Milestone

1995 Realistic Solution of child labor issue with ILO, UNICEF & US Embassy

2005 Phase out of MFA Quota

2009 Successfully faced Global Recession

2010 Ranked as the 2nd Largest Exporting Country

2013 Ensuring workplace safety

Source: www.bgmea.com.bd/home/about/AboutGarmentsIndustry

13,064.61

14,738.74

14,392.59

15,426.25

17,244.73

12,426.79

13,355.42

13,757.25

15,188.51

16,888.54

25,491.40

28,094.16

28,149.84

30,614.76

34,133.27

2014-2015

2015-2016

2016-2017

2017-2018

2018-2019

RMG Export Trend

WOVEN KNIT TOTAL

http://www.bgmea.com.bd/home/about/AboutGarmentsIndustry


(b) ABOUT THE ISSUER;

NAME OF THE ISSUER Beka Garments and Textile Limited

LOGO

PRIVATE/ PUBLIC LTD

COMPANY

Incorporated as a Private Ltd Company & subsequently converted to Public Limited

Company as on 23 October, 2018

DATE OF INCORPORATION October 07, 2010

DATE OF COMMENCEMENT OF

COMMERCIAL OPERATION 07 June, 2011

CONVERSION DATE OF PRIVATE

TO PUBLIC LTD COMPANY 23 October, 2018

INCORPORATION NUMBER C-87427/10

REGISTERED OFFICE PMP Plaza 14, Kemal Ataturk Avenue Banani C/A, Dhaka-1213, Bangladesh

FACTORY ADDRESS Plot no-FS SFB 01, Adamjee Export Processing Zone (AEPZ), Shiddirgonj,

Narayangonj.

TELEPHONE NUMBER +880-2-9881381- 83, +880 2 9820168-69

FAX NUMBER +880-2-8823274

E-MAIL ADDRESS [email protected]

WEB ADDRESS www.bekagarmentltd.com

BOARD OF DIRECTORS

1. Micky Diaz, Chairman

2. Boby N Diaz, Managing Director

3. Bani Diaz, Director

4. Jhonathan Brook Diaz, Director

5. Ekhlasur Rahman , Independent director

PRODUCT

1. Technical Pant

2. Regular Pant

3. BIB Pant

4. Long short & three quarter pant

5. Ski-pant

6. Coverall

7. Padding Pant

8. Sweet Shirt

9. Polo Shirt

10. Half sleeve shirt

11. T-shirt

12. Towel & Neck wear

13. Neck wear

14. Synthetic Trouser

CONTACT PERSON Boby N Diaz( Managing Director)

COMPANY SECRETARY Md. Shamim Ahamed

LAWYER TO THE COMPANY Anisur Rahman

BANKER FOR THE IPO BRAC Bank Ltd.

MANAGER TO THE ISSUE


Al -Razi Complex, Suite# 901(9th Floor), Block-C,166-167, Shaheed Syed Nazrul


Phone: +88 02 55111680-681

Fax: +88 02 55111682

E-mail: info @shahjalalequity.com



64,Motijheel C/A (2nd floor), Dhaka-1000, Bangladesh

Phone: +88 02-9588186-7,

Fax: +88 02-9588185



AUDITOR


(Charterd Accountaent)

R.K Tower (Level-10) 86, Bir Uttam C.R Datta Road (312, Sonargaon), Dhaka-1205

Phone: Tel: +88-02-9635139

Fax: +88-02-8621575


LOGO OF THE AUDITOR

NATURE OF BUSINESS

Beka Garments and Textile Limited is a 100% export oriented garments (Woven). The

principal activities of the company are to carry import, export, manufacturing, printing,

dyeing, washing, embossing and trading of different types of readymade garments,

knitwear, shirts, Paints and other wearing apparels.



(c)FINANCIAL INFORMATION;

Major Financial Information of Beka Garments and Textile Limited is as follows:

Particulars Amounts in Taka

31-Dec-19 30-Jun-19 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15

Revenue 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101

Gross Profit 226,853,328 484,528,128 475,173,407 495,131,512 484,315,276 382,847,197

Net Profit Before Tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,166

Total Assets 2,836,232,438 2,718,880,256 2,099,332,538 1,638,195,149 1,461,338,190 972,982,551

Paid up Capital 1,020,000,000 850,000,000 3,400,000 3,400,000 3,400,000 3,400,000

Retained Earnings 1,521,041,497 1,559,533,860 1,329,056,396 1,071,548,193 789,281,953 506,706,226

No. of Share 102,000,000 85,000,000 340,000 340,000 340,000 340,000

Face Value 10 10 10 10 10 10

NAV per share 24.91 28.35 3,918.99 31,616.12 23,314.18 15,003.12

Earnings per share

(Basic)

1.29 6.58 8.53 11.21 11.22 9.23

Earnings per share

(Diluted)

1.29 3.30 3.03 3.32 3.32 2.72

*Face value of company’s share was Tk. 100/- each and was converted to Tk. 10/-vide Split dated 23 October, 2018

(d) FEATURES OF THE ISSUE AND ITS OBJECTS;

Offer Price BDT.10/-Per Share

Number of Shares 35,000,000 Ordinary Share

Offer Size BDT.350,000,000/-

Issue Manager(s) Shahjalal Equity Management Limited

BD Finance Capital Management Limited

Underwriter(s) Shahjalal Equity Management Limited

BD Finance Capital Management Limited

Purpose of IPO Fund

Proceeds from Initial Public Offering (IPO) will be used for Acquisition of Plant and

Machinery, Building and other construction, Partial Repayment of Bank Loan and IPO

expenses.

Date of Implementation Within 24 months after receiving IPO fund

(e) LEGAL AND OTHER INFORMATION;

SL. No. Name of Certificate/

license/Registration/ NOC

License Issuer/Issuing

Authority

Certificat

e /

License

No

Expiry Date Remarks

1. Certificate of Incorporation

Registrar of Joint Stock

Companies and Firms,

Government of

Bangladesh

C-87427/10 N/A

As Private Ltd Company

October 07, 2010 &

converted to Public Ltd

Company on 23 October

, 2018

2. TIN Certificate National Board of

Revenue

857525397

754 N/A -

3. VAT Reg. No. Customs, Excise & VAT

Commissioner ate, Dhaka

001269385-

0305 N/A -

4. Trade License Narayanganj City

Corporation 1628 30th June, 2020 -

5. Fire License Bangladesh Fire Services

and Civil Defense

DD/Dhaka

/24485/201

3

30th June,2020 -

6. Environment Clearance

Certificate

Environment Clearance

Certificate N/A

7. BGMEA Membership

Certificate

Bangladesh Garments

Manufacturers &

Exporters Association

Reg. No.

5522 31st Dec, 2019 Applied for Renewal

8. Bond License Customs Bond

Commissioner ate, Dhaka 169/2011 08 October 2022 -

9. Enrolment Certificate Export Promotion

Bureau, Bangladesh BD05327 30Th June, 2020 -

10. Boiler Certificate Office of the Chief

Inspector of Boilers

Ba: Ba

11234 23 Sep,2020 -


(f) PROMOTERS’ BACKGROUND;

The following persons were the subscribers to the Memorandum as a Chairman, Managing Director and Director:

Name of the promoters Position

Ilhan Arslan Ceased to be Director from 08.08.2011

Vefa Sahin Ceased to be Director from 08.08.2011

Micky Diaz Chairman

Boby N Diaz Managing Director

Bani Diaz Director

Jhonathan Brook Diaz Director

Micky Diaz, Chairman

Micky Diaz is the Chairman of Beka Garments and Textile Limited with over 30 years of working experience in Garment

sector. He was born in a respectable Christian (Catholic Roman) on 23rd July, 1958. He has completed his graduation from

Chittagong commerce college. Dynamism, leadership, commitment, sincerity, vision and farsightedness of Micky Diaz have

placed the Company in such an ideal position at the garment sector in this country.

Boby N Diaz, Managing Director

Boby N. Diaz is a young enterprising entrepreneur in Garments sector in this Country. At present, he is serving as the

Managing Director of Beka Garments and Textile Limited. Boby N. Diaz was born in a respectable Christian (Catholic Roman)

on 1st August, 1985 Son of Micky Diaz. He completed his bachelor Degree from Monash University in Malaysia. After his

graduation, he started his business career.

Bani Diaz, Director

Bani Diaz is one of the Director of the Company and she has significant contribution towards establishment and development

of Beka Garments and Textile Limited. Bani Diaz was born on 27 June 1963, in a respectable Christian (Catholic Roman)

family. She completed her Graduation Degree from National University. She has wide experience in the overall industry. She

played a pivotal role in setting up of the Company for achieving optimum level of efficiency in productions.

Jhonathan Brook Diaz, Director

Jhonathan Brook Diaz is one of the Director of Beka Garments and Textile Limited. Jhonathan Brook Diaz was born in a

respectable Christian (Catholic Roman) on 19th August, 1988 and he is Son of Micky Diaz. He had his Graduation from

California University and then he joined the Company. He has vast experience in business development, corporate

management and administration and significantly contributed in development of various ventures at home and abroad. His

far-reaching commitments, spontaneous decision making capabilities and business acumen enabled this Company to extends

its operations to new horizons.

(g) CAPITAL STRUCTURE AND HISTORY OF CAPITAL RAISING;

The Intends to issue 35,000,000 ordinary shares of Tk.10.00 each at per through Initial Public Offering (IPO) totaling to Tk.

350,000,000.00 subject to regularity approvals.

Capital Structure of the Company:

Particulars No. of Ordinary Shares Face value Amount (BDT)

Authorized Capital 150,000,000 10 1,500,000,000

Before IPO:

Paid up capital 102,000,000 10 1,020,000,000

After IPO:

To be issued as IPO 35,000,000 10 350,000,000

Paid up Capital (Post IPO) 137,000,000 10 1,370,000,000

HISTORY OF CAPITAL RAISING:

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

PARTICULARS DATE OF

ALLOTMENT

NUMBER OF SHARES AMOUNT OF

SHARE CAPITAL

(TAKA)

CONSIDERATION

IN CASH

CONSIDERATION

OTHER THAN CASH BONUS

1st Subscription

(As MOA & AOA) 07/10/2010 340,000 - - 3,400,000

2nd Allotment 10/09/2018 4,659,950 - - 46,599,500

3rd Allotment 06/10/2018 - - 4,999,950 49,999,500

4th Allotment 03/06/2019 24,850,000 - 248,500,000

5thAllotment 03/06/2019 40,150,100 - 401,501,000

6thAllotment 03/06/2019 10,000,000 - 100,000,000

7th Allotment 26/12/2019 - 17,000,000 170,000,000

Total Taka 80,000,050 - 21,999,950 1,020,000,000

Note: (i) The Company split its share from Tk.100/- to Tk.10/- on 23-10-2018


(h) SUMMARY OF VALUATION REPORT OF SECURITIES;

Sl. No Valuation Methods Fair Value (BDT)

Method-1 Net asset value (NAV) at historical cost(as on 31 December 2019) 24.91

Net asset value (NAV) at historical cost(as on 30 June 2019) 28.35

Method-2 i. Earning-based-value per Share (Considering average Sector P/E) 102.58

ii. Earning-based-value per Share (Considering average Market P/E) 105.02

Method-3 Average market price per share of similar stocks 91.32

Note: Details Calculation available on page no.

(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/-

Boby N Diaz

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/-


Chief Executive Officer (CEO)

Shahajalal Equity Management Limited

Sd/-




c) Issuer Declaration in Connection with Issue Manager

We, the Issuer, declared that we do not have any connection with the Issue Manager nor any connected persons of us are

connected with the Issue Manager. Moreover, we do not have any connection with the connected persons of the Issue

Manager nor hold any securities thereof.

Sd/-

Boby N Diaz

Managing Director


CHAPTER–II

CONDITIONS IMPOSED BY THE COMMISSION IN

THE CONSENT LETTER


CHAPTER II: CONDITIONS IMPOSED BY THE COMMISSION IN THE CONSENT LETTER

DISCLOSURE IN RESPECT OF ISSUANCE OF SECURITY IN DEMATERIALIZED FORM

As per provisions of the Depository Act, 1999 and regulations made thereunder, the share of the Company will be issued in

dematerialized form only and for this purpose, Beka Garments and Textile Limited will sign an agreement with the Central

Depository Bangladesh Limited (CDBL). Therefore, all transfers, transmissions, splitting or conversions will take place on the

Subsystem 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 the Initial Public Offer (IPO) for 35,000,000 ordinary shares of 10.00 each at par totaling to

Tk.350,000,000 (Thirty-Five Crore Taka 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 thereunder.

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 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 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 05 (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 the transmission of the prospectus and its abridged version for NRBs

through email to the Bangladesh Embassies and Missions abroad within 05 (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 to compliance of the above-mentioned conditions and shall submit compliance report

thereon to the Commission within 07 (Seven) days of the expiryof the aforesaid 15 (Fifteen) days’ time period allowed for

refund of the subscription money.”

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 canceled in case of under- subscription in any category above 35%. In such an event, the issuer and issue

manager 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 . In case of under - subscription

under any of sub-categories of eligible investor’s category or general public category, the unsubscribed portion shall be added to

another sub-category of the same category. In case of over subscription in the general public category, the issuer and the issue

manager shall jointly conduct an open lottery. In case of over subscription in the eligible investor’s category, securities shall be

allotted on Pro-rata basis. No eligible 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 thesame bank account, their application will not be

considered for the 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 (Building) before or after issuance of the same by the issuer. The said forfeited application

money or share (Building) will be deposited in the accountof 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 ofallottees 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 capital.

16.The company shall not engage itself into any merger/amalgamation or acquisition activities without taking “No Objection”

from the Commission, on the scheme of the said merger/amalgamation or acquisition, as recommended by the Board of

Directors, before approval by the shareholders in General Meeting.

17. The Company shall submit an environment clearance certificate for proposed increased production capacity before the

utilization of IPO proceeds.

PART–B

Application Process

Step-1 (Applicant)

1. An applicant for public issue of securities shall submit an 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 an abridged version of the 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 the 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 the respective customer account maintained with the

Stockbroker/Merchant Banker.

c) Eligible investors shall submit an application through the electronic subscription system of the exchange(s) and deposit the

full amount intended to subscribe by the method as determined by 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 the

availabilityof 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.

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 the exchange.

Step-3 (Issuer)

9. The Issuer shall prepare a consolidated list of the applications and send the applicants ’BO IDs 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 BO ID 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, Parent s’ 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 a report of the 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 to post the lottery result on their websites within 06 (six) hours and on the

websites of the Commission and Exchanges within 12 (twelve) hours of the lottery.

14. Within 02 (two) working daysof conducting a 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 (BO ID and number of securities) in electronic text format in a CDROM to CDBL to

credit the allotted shares to the respective BO accounts.

Step-4 (Intermediary)

15. On the next working day, Exchanges shalldistribute 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 amountof 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 dayof 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 purposes.

17. On the next working dayof receiving a 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 (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 an abridged version of the prospectus.

22. The amount deposited and blocked in the “Public Issue Application Account” shall not be withdrawn or transferred

during the blocking period. The 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 (taka two lac) for a public issue.

24. The Stockbroker/Merchant Bankers shall be entitled to a service charge of Tk. 5 (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 an

application.

25. The Stockbroker/Merchant Banker shall provide the Issuer with a statement of the remittance and drafts sent.

26. The Issuer shall accumulate the penalty amount recovered and send it to the Commission through a bank draft/payment

order issued in favor of the Bangladesh Securities and Exchange Commission.

27. The concerned Exchange is 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 effected through banking channel, i.e. through account payee cheque, pay order or bank drafts etc.

3. The company shall furnish a status report on the 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 on 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 the utilizationof 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 a reasonable price; and (ii) auditors’ report has been made on verification of all necessary

documents/papers/vouchers in support of IPO proceeds making reconciliation with Bank Statement.

5. All transactions, excluding petty cash expenses, shall be effected by crossed cheques or bank transfers.

6. Proceeds of the public offering shall not be transferred to any other bank account before listing with the Exchange(s).

The proceeds shall not be used for any purpose other than those specified in the prospectus without any valid ground.

Any material deviation in this respect must have prior approval of at least 51% of the public shareholders, other than

sponsors and directors, in a general meeting through a board-approved agenda and due notification to the shareholders.

Before the said general meeting, such deviation as recommended by the board of directors shall be published as price-

sensitive information with detailed description and reasons for such deviation. If approved by the shareholders, the meeting

resolution shall be submitted to the Commission along with reasonable explanations and the decision shall be published

as price-sensitive information.

7. If any quarter or half-year of the financial year end after publication of the abridged versionof 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 rising issues concerning Price Sensitive Information as defined under the

1995after 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 to 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.


CHAPTER– III

DECLARATION AND DUE DILIGENCE CERTIFICATES AS

PER ANNEXURE (S) A, B AND C


CHAPTER III: DECLARATIONS AND DUE DILIGENCE CERTIFICATES

Annexure-A

DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS INCLUDING THE MANAGING DIRECTOR OF

BEKA GARMENTS AND TEXTILE LIMITED 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 and 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 disclosure has been made in this Prospectus to enable the investors to make a well-informed

decision for investment.

Sd/-

Micky Diaz

Chairman

Sd/-

Boby N Diaz

Managing Director

Sd/-

Bani Diaz

Director

Sd/-

Jhonathan Brook Diaz

Director

Sd/-

Ekhlasur Rahman

Independent Director

Place: Dhaka

Date:27 January ,2020


ANNEXURE-B

DUE DILIGENCE CERTIFICATE BY THE ISSUE MANAGER (SHAHJALAL EQUITY MANAGEMENT LIMITED)

[Rule 4(1) (d)]

To

The Bangladesh Securities and Exchange Commission

Sub: The Public offer of 35,000,000 Ordinary Shares of Tk. 10/- each at par totaling to Tk. 350,000,000/- of Beka Garments and Textile

Limited

Dear Sir,

We, the issue manager(s) 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 the 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 with 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 another 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 money to be received pursuant to the issue shall be kept in a

separate bank account and shall be used for the purposes disclosed in the use of proceeds section of the prospectus;

h. All the applicable disclosures mandated in the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015

have been made in addition to other disclosures which, in our view, are fair and adequate to enable the investor to make a

well-informed decision;

i. We enclose a note explaining how the process of due diligence has been exercised by us in view of the nature of current

business background or the issuer, situation at which the proposed business stands, the risk factors, sponsors experiences

etc. We also confirm that the due diligence related process, documents and approval memos shall be kept in the 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 have 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

Nil

Place: Dhaka

Date:27 January, 2020

Sd/-


Chief Executive Officer(CEO)



ANNEXURE-B

DUE DILIGENCE CERTIFICATE BY THE ISSUE MANAGER (BD FINANCE CAPITAL HOLDINGS LIMITED)

[Rule 4(1) (d)]

To


Sub: The Public offer of 35,000,000 Ordinary Shares of Tk. 10/- each at par totaling to Tk.350,000,000/- of Beka Garments and Textile

Limited

Dear Sir,

We, the issue manager(s) 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 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;

4. 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 the 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 with 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 another 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 money to be received pursuant to the issue shall be kept in a

separate bank account and shall be used for the purposes disclosed in the use of proceeds section of the prospectus;

h) All the applicable disclosures mandated in the Bangladesh Securities and Exchange Commission (Public Issue) Rules,

2015 have been made in addition to other disclosures which, in our view, are fair and adequate to enable the investor to

make a well-informed decision;

i) We enclose a note explaining how the process of due diligence has been exercised by us in view of the nature of current

business background or the issuer, situation at which the proposed business stands, the risk factors, sponsors experiences

etc. We also confirm that the due diligence related process, documents and approval memos shall be kept in the 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 have 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

Nil

Place: Dhaka

Date: 27 January, 2020

Sd/-





ANNEXURE-C

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER (SHAHJALAL EQUITY MANAGEMENT LIMITED)

[SEE RULE 4 (1)(d)]

To


Sub: Public offer of 35,000,000 Ordinary Shares of Tk. 10/- each at par totaling to Tk. 350,000,000/- of Beka Garments and Textile

Limited

Dear Sir,

We, the under-noted Underwriter(s) to the abovementioned forthcoming Issue, state individually 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 Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out

the underwriting activities. Our present paid-up capital stands at BDT-25,00,00,000.00(Twenty-five Crore) only and

have the capacity to underwrite a total amount of BDT-125,00,00,000.00 (BDT-One Hundred Twenty-Five Crore) only

as per relevant legal requirements. We have committed to underwrite for up to BDT. 72,500,000.00 (BDT- Seven Crore

Twenty Fifty Lac) only for the upcoming issue.

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

Sl. No. Name of The Company Amount of Underwritten (BDT)

01 Dominage Steel Building Systems Ltd 105,000,000.00

02 B.Brothers Garments Co. Ltd. 105,000,000.00

Total 210,000,000.00

(c) All information as is relevant to our underwriting decision has 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/-




Place: Dhaka



ANNEXURE-C

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER (BD FINANCE CAPITAL HOLDINGS LIMITED)

[SEE RULE 4 (1)(d)]

To


Sub: Public offer of 35,000,000 Ordinary Shares of Tk. 10/- each at par totaling to Tk.350,000,000/- of Beka Garments and Textile

Limited

Dear Sir,

We, the under-noted Underwriter(s) to the abovementioned forthcoming Issue, state individually 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 Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out

the underwriting activities. Our present paid-up capital stands at BDT-268,750,000.00(Twenty-six Crore Eighty-seven

lakh fifty thousand taka only) only and have the capacity to underwrite a total amount of BDT- 1,343,750,000.00

(BDT-One Hundred Thirty-four Crore thirty-seven lakh fifty thousand) only as per relevant legal requirements. We

have committed to underwrite for up to BDT. 50,000,000.00 (BDT- Five Crore) only for the upcoming issue.

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

Sl. No. Name of The Company Amount Underwritten (BDT)

01 AB Bank Limited 250,000,000

02 Express Insurance Limited 15,000,000

03 Onetex Limited 20,000,000

04 Infinity Technology Int. Ltd 10,000,000

Total Underwriting 295,000,000

(c) All information as is relevant to our underwriting decision has 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.


Sd/-

Barun Prasad Paul

Managing Director & CEO(CC)


Place: Dhaka



CHAPTER – IV

ABOUT THE ISSUER


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:

Particular Description

Name of the Issuer Beka Garments and Textile Limited

Date of Incorporation 07 October 2010

Commencement of Commercial Operation 07 June, 2011

The Logo of the Issuer

Corporate & Registered Office Address PMP Plaza 14, Kemal Ataturk Avenue Banani C/A, Dhaka-

1213, Bangladesh

Factory Address Plot no-FS SFB 01, Adamjee Export Processing Zone (AEPZ),

Shiddirgonj, Narayangonj, Bangladesh

Telephone and Fax number Tel: +880-2-9881381- 83, +880 2 9820168-69

Fax: +880-2-8823274

Contact Person Boby N Diaz (Managing Director)

Website Address www.bekagarmentltd.com

E-mail Address [email protected]

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

Name of the Sponsor:

Sl. No. Name Designation Remark

1. Ilhan Arslan Chairman Resigned From the position

as on August 08, 2011 2. Vefa Sahin Managing Director

Name of the Existing Directors:

Sl. No. Name Position

1. Micky Diaz Chairman

2. Boby N Diaz Managing Director

3. Bani Diaz Director

4. Jhonathan Brook Diaz 5. Ekhlasur Rahman Independent Director

(c) The name, logo, and address of the auditors and registrar to the issue, along with their telephone numbers, fax numbers,

contact persons, website and e-mail addresses:

Particulars Name & Address Logo Contact person Telephone and fax Number

Auditor


Chartered Accountants

R.K Tower (Level-10),

86, Bir Uttam C.R Datta Road

(312, Sonargaon), Dhaka-1205

Ramendra Nath

Basak, FCA

Partner

Tel: +88-02-9635139,

Fax: +88-02-8621575 E-mail:

[email protected]

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

Sl. No. Name of the Exchange Logo Address

1 DHAKA STOCK EXCHANGE

LIMITED (DSE)

Stock Exchange Building, 9/F Motijheel C/A, Dhaka-

1000

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

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

Web: www.dsebd.org

2 CHITTAGONG STOCK

EXCHANGE LIMITED (CSE)

CSE Building, 1080 Sheikh Mujib Road, Chattagrame-

4100.

Tel: +880-2-9513911-15

Fax: +880-2-9513906

Web: www.cse.com.bd



CHAPTER –V

CORPORATE DIRECTORY OF THE ISSUER


CHAPTER V: CORPORATE DIRECTORY OF THE ISSUER

Name of the Issuer Beka Garments and Textile Limited

Date of Incorporation as a Private Limited Company October 07, 2010

Commercial Operation 7 June, 2011

Date of Conversion from Private to Public Limited

Company

23 October, 2018

Logo

Authorized Capital BDT.1,500,000,000/-

Issued, Subscribed & Paid‐up Capital BDT.1,020,000,000/-

Registered Office PMP Plaza, 14, Kemal Ataturk Avenue, Banani C/A, Dhaka-

1213,Bangladesh

Factory office Plot no. FS SFB 01, Adamjee Export Processing Zone (AEPZ),

Shiddirgonj, Narayangonj , Bangladesh

Auditor

Shiraz Khan Basak & Co

Tel: +88-02-9635139

Fax: +88-02-8621575


R.K Tower (Level-10) 86, Bir Uttam C.R Datta Road

(312, Sonargaon), Dhaka-1205

Board of Directors

1. Micky Diaz, Chairman)


3. Bani Diaz ,Director

4. Jhonathan Brook Diaz ,Director

5.Ekhlasur Rhman, Independent Director

Legal Advisor

Md. Abdullah Al Mamun

Room No # 822, 7th Floor, Bar Building,

Kotowali, Dhaka-1100

Tax Consultant Nasir Uddin

Company Secretary Md. Shamim Ahamed

Banker of the IPO BRAC Bank Limited

Banker of the Company (i)Woori Bank Limited (ii)Trust Bank Limited and (iii) NRB

Commercial Bank Ltd

Compliance Officer Md. Rayhan Kabir


CHAPTER –VI

DESCRIPTION OF THE ISSUER


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:

The Ready-Made Garments (RMG) industry occupies a unique position in the Bangladesh economy and emerged as the

biggest earning source of foreign currency. Bangladesh is one of the largest producers of textiles and garments products. The

dramatic growth of RMG sector is due to RMG entrepreneurs, BGMEA (Bangladesh Garment Manufacturers and Exporters

Association), BKMEA (Bangladesh Knitwear Manufacturers and Exporters Association), government support, GSP

facility, low labor cost, effective and efficient worker etc. They are using cleaner technologies and producing garments in a

caring and responsible way that preserves the environment for future generations. RMG sector has been providing many

employment opportunities especially for women and empowering them to make a social revolution. The RMG sector helps

to reduce the rate of poverty by creating job opportunities. 60% of the western brands of RMG are being exported from

Bangladesh to European buyers and 40% to American buyers. [Source: www. Textile learner. Blogspot.com]. It is the largest

exporting industry in Bangladesh, which experienced phenomenal growth during the last 20 years. Bangladesh’s RMG

sector has been playing a pivotal in facilitating the country’s export earnings, contributing 83.4% of total export (source:

EPB), apart for generating employment to the tune of 4.4 million, 80% of which are women. (Source: WB). Considering the

sector’s importance to the country’s economic stability, ensuring steady growth for RMG export in the short to medium

term, is a key policy imperative. In the recent past, the sector’s growth has been marginal, with exports growing by 0.2%

and 8.7% for 2016-17 and Bangladesh’s export earnings from the RMG sector stood at $30.61billion, posting 8.76% growth

in the last fiscal year. The figure is 1.51% higher than the target of $30.16 million for FY2018. Future growth would be

contingent on the outcomes of multitude of internal and external factors, which could potentially determine the sector’s

competitiveness and performance vis-à-vis its closest competitors. Fiscal year basis remarkable improvements have shown

in the following table:

Source: BGMEA and EPB

Progress has also been made in workers' rights. Minimum wages of RMG workers have been increased by 219% during the

past 5 years. The Labor Law has been amended ensuring noticeable improvements in workers' rights and welfare. The

industry is making strides in terms of environmental compliance to have a sustainable footing in the global apparel

market. Many RMG factories at their own are adopting green technologies and practices.

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. Government policy is favorable to the sector. Overall, it is

a business friendly situation. Bangladesh has shown remarkable agility over time for a prosperous future eschewing

the hiccups in areas of overall management and infrastructures in this industry. At present, our RMG sector continues

adding fresh ideas and modules like business intelligence, state-of-the-art technology, modern management practices,

and production technique. These are indeed the manifestations of our relentless efforts to the global standards what

was once considered unparalleled to emulate techno-based advance economies. Competitive wage rate together with

the easily trainable workforce, entrepreneurial skill, expanding supply-side capacity, and government policy support

helped to translate the comparative advantages into competitive advantages. Flexible functioning of the labor market

is a positive factor for export competitiveness in Bangladesh.

ii. Summary of consolidated financial, operating and other information:

The information is not applicable to the Beka Garments and Textile Limited Since it has no subsidiary and associated

Company.

13,064.61

14,738.74

14,392.59

15,426.25

17,244.73

12,426.79

13,355.42

13,757.25

15,188.51

16,888.54

25,491.40

28,094.16

28,149.84

30,614.76

34,133.27

2014-2015

2015-2016

2016-2017

2017-2018

2018-2019

RMG Export Trend

WOVEN KNIT TOTAL


(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:

Registered and Corporate Head Office of Beka Garments and Textile Limited

Address PMP Plaza, 14, Kemal Ataturk Avenue, Banani C/A, Dhaka-1213,Bangladesh

Telephone no +880-2-9881381- 83, +880 2 9820168-69

Fax Number +880-2-8823274


Factory of Beka Garments and Textile Limited

Address Plot no-FS SFB 01, Adamjee Export Processing Zone (AEPZ), Shiddirgonj, Narayangonj, Bangladesh

Telephone no +880-2-9881381-83, +880 2 9820168-69

Fax Number +880-2-8823274


Outlets of the Issuer The Company has no outlets.

(ii) The Board of Directors of the Issuer:

Sl. no. Name of the Directors Position

1 Micky Diaz Chairman

2 Boby N Diaz Managing Director

3 Bani Diaz Director

4 Jhonathan Brook Diaz Director

5 Ekhlasur Rahman Independent Director

(iii) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the Chairman, Managing Director, Whole-time directors, etc.

of the issuer;

(iv) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the CFO, Company secretary, legal advisor, auditors, and

Compliance Officer:

Name Position Address Telephone no., Fax No, and e-mail

address

Mr. Sanjoy Roy Chief Financial

Officer (CFO)


Banani C/A, Dhaka-1213

Tel: +880-2-9881381- 83

Fax: +880-2-8823274

E-mail: cfo@

bekagarmentsltd.com

Md. Shamim Ahamed Company

Secretary

Tel: +880-2-9881381- 83

Fax: +880-2-8823274

E-mail: cs@ bekagarmentsltd.com

Md. Rayhan Kabir Compliance

Officer

Tel: +880-2-9881381- 83

Fax: +880-2-8823274

E-mail: admin@

bekagarmentsltd.com

Md. Abdullah Al Manun Legal Advisor Room No. 822, 7th Floor Dhaka, Bar

Building, Kotowali Dhaka-1100

Tel: +880171399210


Fax: Nil

Shiraz Khan Basak & Co. Auditor

RK Tower (Level # 10) 86, Bir Uttam C.R

Datta Road (312, Sonargaon Road),

Dkaka-1205

Tel: 88-02-9635139

Fax: 88-02-9673597

E-mail:

[email protected]

Sl. No. Name Position Address Tel no. Fax No, and e-mail address

01

Micky Diaz Chairman

PMP Plaza, 14, Kemal

Ataturk Avenue,

Banani C/A, Dhaka-

1213

Tel: +880-2-9881381- 83,

Fax: +880-2-8823274


02

Boby N Diaz Managing

Director

Tel: +880-2-9881381- 83,

Fax: +880-2-8823274



Tel: +880-2-9881381- 83

Fax: +880-2-8823274


04


Director

Tel: +880-2-9881381- 83

Fax: +880-2-8823274


05 Ekhlasur Rahman

Independent

Director

House # 325, Road #

05, DOHS Baridhara,

Dhaka, Cantonment

Tel: +880-2-8413875

E-mail: ind. director @bekagarmentsltd.com

Fax: +880-2-8823274




(v) Names, addresses, telephone numbers, fax numbers, contact person, website addresses and e-mail addresses of the issue

manager, registrar to the issue etc:

MANAGER TO THE ISSUE CONTACT PERSON TELEPHONE AND FAX NUMBER


Al -Razi Complex, Suite# 901(9th Floor), Block-C

166-167, Shaheed Syed Nazrul Islam Sarani,

Dhaka-1000, Bangladesh



Phone: +88 02 55111680-681

Fax: +880255111682




64,Motijheel C/A (2ndfloor), Dhaka-1000, Bangladesh


Managing Director & CEO

(CC)

Phone: +88 02-9588186-7,

Fax: +88 02-9588185



(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 clause (e) of sub-rule (4) of rule 3 of the Bangladesh Securities and Exchange Commission (Public Issue) Rules

2015, A company is required to be rated by credit rating company registered with the Commission for a public offer

under book-building method. As the company is offering under fixed price method, the aforementioned rule is not

applicable for the issue.

(vii) 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;

Sl.

No Name & Address

Contact Person, Phone & Email

Address Amount (in Tk.)

1


Al -Razi Complex, Suite# 901(9th Floor),

Block-C,166-167, Shaheed Syed Nazrul

Islam Sarani, Dhaka-1000



Phone: +88 02 55111680-681,

Fax: +880255111682



72,500,000.00

2


64,Motijheel C/A (2ndfloor), Dhaka-1000,

Bangladesh



Phone: +88 02-9588186-7,

Fax: +88 02-9588185



50,000,000.00

Total Amount of Underwritten 122,500,000.00

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

respective obligations;

DECLARATION BY THE SHAHJALAL EQUITY MANAGEMENT LIMITED

We are one of the underwriters of the Initial Public Offering (IPO) of BEKA Garments and Textile Limited. We will

underwrite BDT 72,500,000 (Seven Crore Twenty-Five Lac Only) 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.


Sd/-




Place: Dhaka




DECLARATION BY BD FINANCE CAPITAL HOLDINGS LIMITED

We are one of the underwriters of the Initial Public Offering (IPO) of Beka Garments and Textile Limited We will

underwrite BDT 50,000,000 (Five Crore Only) for upcoming issue on a firm commitment basis. In this connection, we

hereby declare that:

We have sufficient resource as per the regulatory requirements to discharge our respective obligations.


Sd/-




Place: Dhaka


(c)Major terms and conditions of the underwriting agreements:

(i) The IPO shall stand canceled in if at least 65% in any category of the IPO is not subscribed.

(ii) In the case of under subscription in any category by up to 35% of the IPO the under-subscribed securities shall be

taken up by the underwriters.

(iii) Notwithstanding anything contained in this Agreement, in the case of any inconsistency between the provision of

this Agreement and the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, the Public

Issue Rules shall prevail.

(iv) Prior to the publication of the Prospectus, the Company shall obtain a consent from the Bangladesh Securities and

Exchange Commission permitting the issue as described in Article 2.01 and provide for the payment of underwriting

commission maximum 0.50% (Point Fifty percent) on the amount underwritten.

(v) The Issuer shall within 10 (Ten) days of the closure of subscription call upon the underwriter in writing with a copy

of said writing to the Bangladesh Securities and Exchange Commission, to subscribe for the shares not subscribed

by the closing date and to pay for in cash in full for such unsubscribed shares within 15 (Fifteen) days of the date

of the 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 underwriter to the Commission.

(vii) 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.

(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 Ordinary Shares Nominal price/ issue

price/ Face value (Tk.) Amount in Taka

Authorized Capital 150,000,000 10.00 1,500,000,000

BEFORE INITIAL PUBLIC OFFERING (IPO)

Issued, subscribed and paid-up Capital 102,000,000 10.00 1,020,000,000

AFTER INITIAL PUBLIC OFFERING (IPO)

To be issued through IPO 35,000,000 10.00 350,000,000

Paid-up Capital (Post IPO) 137,000,000 10.00 1,370,000,000

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

PARTICULARS DATE OF

ALLOTMENT

NUMBER OF SHARES AMOUNT OF

SHARE CAPITAL

(TAKA)

CONSIDERATION

IN CASH

CONSIDERATION

OTHER THAN

CASH

BONUS

1st Subscription

(As MOA & AOA) 07/10/2010 340,000 - - 3,400,000

2nd Allotment 10/09/2018 4,659,950 - - 46,599,500

3rd Allotment 06/10/2018 - - 4,999,950 49,999,500

4th Allotment 03/06/2019 24,850,000 - - 248,500,000

5th Allotment 03/06/2019 40,150,100 - - 401,501,000

6th Allotment 03/06/2019 10,000,000 - - 100,000,000

7th Allotment 26/12/2019 - 17,000,000 170,000,000

Total Taka 97,000,050 4,999,950 1,020,000,000

Note: (i) The Company split its Ordinary share from Tk.100.00 to Tk.10.00 on 23 October 2018


(ii) The size of the present issue, with a break-up (number of securities, description, nominal value and issue amount):

Particulars Percent No of shares Nominal

Value (Tk.)

Issue Amount

(Taka)

Offer price BDT

10 each at par,

total size of the

fund to be raised

BDT

350,000,000/-

Eligible

Investors

Mutual Funds and

CIS 10% 3,500,000

10

35,000,000

(EIs) EI excluding Mutual

Funds and CIS 30% 10,500,000 105,000,000

General

Public

NRB 10% 3,500,000 35,000,000

GP excluding NRB* 50% 17,500,000 175,000,000

Total 100% 35,000,000 350,000,000

GP excluding NRB*: 17,500,000 Ordinary Shares will be reserved for General Public and Affected Small Investor.

(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 accounts

Particulars Amount in BDT

Paid up capital before the present issue 1,020,000,000

Paid up capital after the present issue 1,370,000,000

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

Share premium accounts 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);

Sl.

No Name of Director & Sponsor

No. of Ordinary Shares Hold Percentage of Holding

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

1 Sponsors & Directors 42,126,912 42,126,912 41.30% 30.75%

2 Institutional 33,815,800 44,315,800 33.15% 32.35%

3 Mutual fund - 3,500,000 0.00% 2.55%

4 Individual 26,057,288 43,557,288 25.55% 31.79%

5 Non-Residential

Bangladeshis (NRBs) - 3,500,000 0.00% 2.55%

Total 102,000,000 137,000,000 100.00% 100.00%

The Company has no convertible instrument.

(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 issue any of its ordinary shares for consideration in other than cash at any point of time.

SL.

No. Name of the Shareholders

Relation with

the issuer

No of Shares Issue

price

Consideration

and

Valuation

Reasons

for the

issue

Benefit

from the

issue 06-10-18 26-12-19

1. Micky Diaz Chairman 761,000 2,729,458 10

Bonus

Payment

of

Dividend

Increase

of Paid

Up

Capital

2. Boby N Diaz

Managing

Director 358,950 2,659,914 10

3. Bani Diaz Director 105,000 815,890 10

4. Jhonathan Brook Diaz Director 105,000 815,890 10

5. Md. Shaiful Islam Shareholder 20,000 20,000 10

6. Aurun Kanti Bisawas Shareholder 50,000 20,000 10

7. Impex Trading Company Shareholder 20,000 88,000 10

8.

Mohammad Haroon

Kamal Shareholder 40,000 120,000 10

9. Nurjahan Begum Shareholder 30,000 20,000 10

10. Aileen Rachael Pereira Shareholder 50,000 35,739 10

11.

Universal Equity

Management Ltd Shareholder 1,250,000 - 10

12. Md. Farid Ahmed Shareholder 75,000 - 10

13. Shameem Ahsan Shareholder 115,000 100,000 10

14.

Ahmed Tawfiqur Rahman

Arnab Shareholder 30,000 100,000 10

15.

Global Shoes & Textiles

Ltd. Shareholder 30,000 200,000 10

16. Sanjoy Roy Shareholder 125,000 57,500 10

17. Santona Dutta Shareholder 25,000 10,000 10


SL.


Relation with

the issuer

No of Shares Issue

price

Consideration

and

Valuation

Reasons

for the

issue

Benefit

from the

issue 06-10-18 26-12-19

18. Md. Afzalur Rahman Shareholder 187,500 109,500 10

19. Md. Mahbuber Rahman Shareholder 187,500 1,402,109 10

20. Shammi Akther Shibly Shareholder 20,000 30,000 10

21. Md. Majibur Rahman Shareholder 30,000 20,000 10

22. S M Khurshid-Ul Alam Shareholder 10,000 10,000 10

23.

Professor Dr. Suvamoy

Datta Shareholder 45,000 20,000 10

24. Md. Foysol Alam Shareholder 25,000 10,000 10

25.

BMSL Investment

Limited Shareholder 30,000 - 10

26. Farjana Rahman Shareholder 20,000 100,000 10

27. Md. Matiur Rahman Shareholder 40,000 80,000 10

28. Howa Nur Begum Shareholder 30,000 20,000 10

29. T.M Jobaer Shareholder 10,000 20,000 10

30. Abu Bakar Siddique Shareholder 50,000 20,000 10

31. Kazi Tareq Shams Shareholder 1,000,000 - 10

32. F.A. Trading Corporation Shareholder 45,000 - 10

33.

Abaci Investments

Limited (MDA) Shareholder 30,000 - 10

34. Andrea Jacob Shareholder 50,000 20,000 10

35.

Bangladesh Finance And

Investment Company

Limited Shareholder - 102,000 10

36. BD Finance Securities Ltd Shareholder - 52,000 10

37. Anwar Ispat Ltd Shareholder - 2,000 10

38.

NRB Equity Management

Limited Shareholder - 180,000 10

39. Abul Hasan Shareholder - 40,000 10

40. Chandan Roy Shareholder - 50,000 10

41.

Uttara Finance &

Investment Ltd Shareholder - 1,600,000 10

42. Md. Helal Uddin Talukder Shareholder - 60,000 10

43. Md. Arifijjaman Shareholder - 40,000 10

44.

Md. Bakiul Karim

Majumder Shareholder - 20,000 10

45. Md. Razaul Karim Shareholder - 20,000 10

46. Md. Saifuddin Khaled Shareholder - 40,000 10

47. Abdullah Al Mamun Shareholder - 20,000 10

48. Md. Saiful Azam Shareholder - 12,000 10

49.

Mirza Mohammad Mamun

Sadat Shareholder - 12,000 10

50.

Shah Muhammad Itteda

Hasan Shareholder - 12,000 10

51.

Popular Life Insurance

Company Ltd. Shareholder - 400,000 10

52. Ananda Jewelers Shareholder - 20,000 10

53. Brothers Trading Shareholder - 50,000 10

54.

Abu Taiyab Mohammad

Tahmidur Rahman Shareholder - 10,000 10

55. Shusil Chandra Shareholder - 10,000 10

56. Ashok Kumer Pandit Shareholder - 10,000 10

57. Raquibul Hassan Shareholder - 20,000 10

58. Kazi Mostafizur Rahman Shareholder - 60,000 10

59. Kazi Abu Taher Shareholder - 20,000 10

60. Mohammad Fakrul Alam Shareholder - 20,000 10

61. Md. Fazlul Haque Shareholder - 20,000 10

62. Nasrin Akter Shareholder - 20,000 10

63. Md.Rustom Ali Howlader Shareholder - 19,800 10

64. Md.Rashiduzzaman Shareholder - 12,400 10

65. Md.Riaz Haider Shareholder - 10,000 10

66. Mamun Hossain Shareholder - 4,000 10

67. Jannatun Nesa Shareholder - 10,000 10


SL.


Relation with

the issuer

No of Shares Issue

price

Consideration

and

Valuation

Reasons

for the

issue

Benefit

from the

issue 06-10-18 26-12-19

68. Md. Nizamul Haque Shareholder - 30,000 10

69. Md.Shakhawat Hossain Shareholder - 10,000 10

70.

Bengal Assets Holdings

Ltd Shareholder - 1,644,000 10

71. Md.Ashiqur rahman Shareholder - 60,000 10

72. Abdur Razzak Shareholder - 20,000 10

73. Mohd.Mahbubul Alam Shareholder - 10,000 10

74. Jabia Zahan Shareholder - 10,000 10

75. Md.Shamim Hasan Shareholder - 24,000 10

76. Md.Hasan Imam Shareholder - 5,200 10

77. Md.RuhulAmin Mollah Shareholder - 40,000 10

78. Md. Md.Soyeb Hasan Shareholder - 21,000 10

79. Sultana Parvin Shareholder - 20,000 10

80. Md.Mansur Kabir Shareholder - 12,000 10

81. Md.Arifur Rahman Shareholder - 20,000 10

82.

Md.Jahangir Hossain

Mollah Shareholder - 40,000 10

83. Siran Bin Sarwar Shareholder - 10,000 10

84. Md. Baktiar Uddin Shareholder - 10,000 10

85. Md. Towhidur Rahman Shareholder - 9,800 10

86. Md. Didar Alam Shareholder - 10,000 10

87. Abu Sadat Md Sayem Shareholder - 100,000 10

88. Md. Azharul Islam Khan Shareholder - 20,000 10

89. BRB Securities Limited Shareholder - 200,000 10

90. Marjahan Akter Shareholder - 40,000 10

91.

Bikrampur Potato Flackes

Industries Ltd. Shareholder - 326,000 10

92. Md. Jahirul Islam Shareholder - 20,000 10

93.

Chittagong Pesticides &

Fisheries Ltd Shareholder - 125,800 10

94. Kajal Saha Shareholder - 22,000 10

95. Mohammad Atiqul Alam Shareholder - 30,000 10

96. Alak Chandra Sarkar Shareholder - 30,000 10

97. Rabindra Nath Sarker Shareholder - 30,000 10

98. Md. Saiful Islam Shareholder - 40,000 10

99. Md. Shafiqur Rahman Shareholder - 20,000 10

100. Shamima Nasir Shareholder - 20,000 10

101. Mallik Rowshan Alam Shareholder - 10,000 10

102. Farhana Parvin Shareholder - 10,000 10

103. A.K.M Ehsanullah Shareholder - 6,000 10

104. Md. Rakibul Hasan Shareholder - 10,000 10

105. Md. Sadequz zaman Shareholder - 10,000 10

106. Md. Sanirul Islam Shareholder - 20,000 10

107. Ruma Sarker Shareholder - 20,000 10

108. Mohammad Asraful Alam Shareholder - 20,000 10

109. Juran Chandra Bhowmik Shareholder - 100,000 10

110.

Mir Md. Zainul Abedin

Shibly Shareholder - 20,000 10

111. Md. Shamsul Haque Shareholder - 20,000 10

112. AKM.Monzurul Kabir Shareholder - 10,000 10

113.

SK Trims & Industries

Ltd

Shareholder

- 200,000 10

114. Salma Shareholder - 100,000 10

115. Md. Alamgir Hossain Shareholder - 272,000 10

116. Shaheda Akter Shareholder - 110,000 10

117. Helen Rahman Shareholder - 183,333 10

118. Hafsa Alam Shareholder - 166,667 10

119.

Salman Haider

Chowdhury

Shareholder

- 50,000 10


(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.

(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:

Sl. No Name of the Employee Address Number of the

Ordinary Shares Held Percentage

1 Sanjoy Roy PMP Plaza (2nd Floor), 14 Kemal

Ataturk Avenue, Banani, Dhaka-

1213.

400,000 0.39%

2 Abu Bakar Siddique 120,000 0.12%

3 Aurun Kanti Bisawas 120,000 0.12%

(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;

Beka Garments and Textile Limited has not made any issue of specific securities at a price lower than the issue price

during the preceding two years.

(ix) The decision or intention, negotiation, and consideration of the issuer to alter the capital structure by way of issue of

specified securities in any manner within a period of one year from the date of listing of the present issue:

The Company has no such decision or intention, negotiation and consideration to alter the capital structure by way of

issue of specified securities in any manner within a period of one year from the date of listing of the present issue.

(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 and

Designation

Nature of

Issue

Date of

Allotment &

Share fully

paid-up

No. Of

Ordinary

shares

Face

Value

& Issue

Price

Consideration

Pre-

IPO

(%)

Post-IPO

(%)

Lock in

Period

% of

Pledge

Share

Micky Diaz

Designation:

Chairman

Ordinary

07-10-2011 336,000 10 Cash

16.06% 11.95% 3 Years No

Pledge

10-09-2018 425,000 10 Cash

06-10-2018 761,000 10 Bonus

03-06-2019 9,200,000 10 Cash

03-06-2019 4,925,290 10 Cash

26-12-2019 2,729,458 10 Bonus

14-08-2019 (2,000,000) 10 Transfer

Total 16,376,748

Boby N Diaz

Designation:

Managing

Director

Ordinary

10-09-2018 358,950 10 Cash

15.65% 11.65% 3 Years No

Pledge

03-06-2019 358,950 10 Bonus

03-06-2019 7,900,100 10 Cash

03-06-2019 4,681,570 10 Cash

26-12-2019 2,659,914 10 Bonus

Total 15,959,484

Bani Diaz

Designation:

Director

Ordinary

07-10-2011 4,000 10 Cash

4.80%

3.57%

3 Years

No

Pledge

10-09-2018 101,000 10 Cash

06-10-2018 105,000 10 Bonus

03-06-2019 2,500,000 10 Cash

03-06-2019 1,369,450 10 Cash

26-12-2019 815,890 10 Bonus

Total 4,895,340

10-09-2019 105,000 10 Cash

No

Pledge

Jhonathan

Brook Diaz

Designation:

Director

Ordinary

06-10-2018 105,000 10 Bonus

4.80% 3.57% 3 Years

03-06-2019 2,500,000 10 Cash

03-06-2019 1,369,450 10 Cash

26-12-2019 815,890 10 Bonus

Total 4,895,340

Ekhlasur

Rahman

Independent

Director

N/A N/A N/A N/A N/A N/A N/A N/A N/A

Note:

(i) The Company split its share from Tk.100.00 to Tk.10.00 on October 23, 2018

(ii) Lock-in period’s starts from the First Trading Date of the securities

(iii) There is no pledged share


(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 immediately preceding the date of filing the prospectus.

Aggregate shareholding of the Sponsor and Director:

Sl. No Name of Sponsor &

Director

Position Number of Ordinary

Shares Held

Percentage

Pre-IPO Post IPO

1 Micky Diaz Chairman 16,376,748 16.06% 11.95%

2 Boby N Diaz

Managing

Director 15,959,484 15.65% 11.65%

3 Bani Diaz Director 4,895,340 4.80% 3.57%

4 Jhonathan Brook Diaz Director 4,895,340 4.80% 3.57%

Total 42,126,912 41.30% 30.75%

(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. No Name of Shareholder Address Number of

Shares

Percentage of

ownership

1 Micky Diaz PMP Plaza, 14, Kemal Ataturk Avenue, Banani

C/A, Dhaka-1213

16,376,748 16.06%

2 Boby N Diaz 15,959,484 15.65%

3 Bengal Assets Holdings Ltd 191, SK Mujib Road, Nahar Manjil (1st

Floor), Agrabad, Chottogram. 9,864,000 9.67%

4 Uttara Finance & Investment Ltd JBC Tower (6th Floor)10, Dilkusha, Dhaka-1000, 9,600,000 9.41%

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 a group,

indicating the percentage of outstanding shares represented by the securities owned.

None of the employees of the Company own any shares of the issuer Company “Beka Garments and Textile Limited” except

the following:

Sl.

No Name of Shareholder Position

Number of

Shares

Percentage of

Shareholding

at present

1 Micky Diaz Chairman 16,376,748 16.06%

2 Boby N Diaz Managing Director 15,959,484 15.65%

3 Bani Diaz Director 4,895,340 4.80%

4 Jhonathan Brook Diaz Director 4,895,340 4.80%

5 Sanjoy Roy Chief Executive Officer 400,000 0.39%

6 Abu Bakar Siddique Manager-Accounts 120,000 0.12%

7 Aurun Kanti Bisawas Sr. Executive-Accounts 120,000 0.12%

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 company:

Beka Garments and Textile Limited 100% Manufacturing and Export Oriented Garments. The company was incorporated

as a Private Limited Company on 07 October 2010 under the Companies act 1994. Subsequently, the Company was

converted into a Public Limited Company by shares on 23 October, 2018.The commercial operations of the company

started on 07 June, 2011. The principal activities of the company are manufacturing and exporting readymade garments

product. The company is specialized in manufacturing Long Pant, Jacket, Rain Breaker, Short Pant, Swim Sports, Tennis

Shorts, Running Shorts, 5 Pocket Basic Pants, Cargo Pants, Bermuda Pants, Chino Pants, Jogger Pants, Jogging Pants,

Padding Jackets, Softball Jackets, Windbreakers, Ski Jacket, Fleece Jacket, Trucker Jacket, Trucker Jacket with ZIP

Detachable, Ladies Blouse, Ladies Cord Tops, Ladies Tops etc.

ii. Location of the project:

The Corporate office and Factory are situated at Plot no-FS SFB 01, Adamjee Export Processing Zone Shiddirgonj,

Narayangonj, Bangladesh.

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

PLANT

Beka Garments and Textile Limited has started its journey in 07 October 2010 and launched commercial operation in 07

June, 2011. To meet the growing demand for its products BGTL gradually enhanced capacity of its production plant.


MACHINERY

Beka Garments and Textile Limited is using most modern machineries and equipment’s in that era imported from

renowned suppliers & manufacturers across the globe specially in Germany, Japan, U.S.A, Taiwan, China, Korea, Italy,

Indonesia, Hong Kong, Singapore, France, and Denmark to get the stylish & finest products in the hands of customers.

We, at BGTL always strive to be the best and first to introduce latest manufacturing facilities. Machineries using in the

plant are presented in the Description of Property section of the draft prospectus.

TECHNOLOGY

In its manufacturing process, Beka Garments and Textile Limited (BGTL) has used best-in-class of technology, standards

quality and dynamic product innovation. The technology and machinery used in the production process for

manufacturing Woven Tops & Bottoms for men, ladies boys and girls manufacturer and exporter of readymade garments.

PROCESS

On receiving the orders from its customers, BGTL manufactures the products and supply those to the customers‟

destination as per their requirement. As the company is a deemed exporter, it supplies the products to the local

destinations. Total quality management lead by the trained professionals, strict monitoring, and true measurement always

provided competitive advantage.

iv. Details of the major events in the history of the issuer, including details of capacity/facility creation, launching of the plant,

products, marketing, change in ownership and/or key management personnel etc;

Date of incorporation 07 October 2010 As a private limited Company, Registration No. C-

87427/10

Conversion of Private to Public Limited Company

Converted into a public limited Company on 23 October, 2018 with

Registrar of Joint Stock Companies and Firms (RJSC) in

Bangladesh under the Companies Act, 1994

Date of Commercial Operation 07 June, 2011

Installed Capacity (PCS) as on December-2019 6,179,149

Actual Production (PCS) as on December -2019 4,266,490

Launching of Plant 07 June, 2011

Launching of Products 07 November, 2011

Launching of Distribution Channel 17 September, 2011

Change in ownership

Name Date of Change

in Ownership Remarks

Mr. Ilhan Arslan 08-08-2011

Resigned From the

position Mr. Vefa Sahin

Key Management Personnel

1. Micky Diaz, Chairman


3. Bani Diaz, Director

4. Jhonathan Brook Diaz, Director

5. Ekhlasur Rahman, Independent Director

6. Sanjoy Roy, Chief Executive Officer

7. Md. Shamim Ahamed, Company Secretary

8. Md. Rayhan Kabir, Compliance Officer

Appointment of Independent Director(s) Ekhlasur Rahman ( As on 25 August, 2019)

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 a source of data;

Beka Garments and Textile Limited 100% Manufacturing and Export Oriented Garments. The company principal

activities of the company are manufacturing and exporting readymade garments product. The company is specialized in

manufacturing Long Pant, Jacket, Rain Breaker, Short Pant, Swim Sports, Tennis Shorts, Running Shorts, 5 Pocket

Basic Pants, Cargo Pants, Bermuda Pants, Chino Pants, Jogger Pants, Jogging Pants, Padding Jackets, Softball Jackets,

Windbreakers, Ski Jacket, Fleece Jacket, Trucker Jacket, Trucker Jacket with ZIP Detachable, Ladies Blouse, Ladies

Cord Tops, Ladies Tops etc.

PAST TRENDS:

Particulars 31-Dec-2019 30-Jun-2019 30-Jun-2018 30-Jun-2017 30-Jun-2016 30- Jun-2015

Revenue 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101


FUTURE PROSPECTS:

RMG and textile sector contributes maximum portion of national export of Bangladesh. This sector has remarkable

growth and huge contribution to the overall export of the country. As an exporter of RMG sector, BGTL also has the

opportunity to increase its export including developing infrastructure and skilled workforce. Beka Garments and Textile

Limited is 100% manufacturing and export oriented woven garments industry. So future prospect of local market is not

applicable for us.

PROJECTED REVENUE:

Particulars 30-June-2020 30-June-2021 30-June-2022

Revenue 2,271,583,419 2,498,741,761 2,876,551,515

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:

Since, the Company is engaged in the business of Readymade Woven Garments products which contribute 100% of the

total revenue.

The details of Woven Garments products are given below:

1. Long Pant

2. Jacket

3. Rain Braker

4. Short Pant

5. Swim Sports

6. Tennis Shorts

7. Running Shorts

8. 5 Pocket Basic Pants

9. Cargo Pants

10. Bermuda Pants

11. Chino Pants

12. Jogger Pants

13. Jogging Pants

14. Padding Jackets

15. Softball Jackets

16. Windbreakers

17. Ski Jacket

18. Fleece Jacket

19. Trucker Jacket

20. Trucker Jacket With ZIP Detachable

21. Ladies Blouse

22. Ladies Cord Tops

23. Ladies Tops

The sales as per 31 December, 2019 more than 10% of the company’s total revenues are:

Particulars Amount in Taka Contribution on sales

Short Pant 137,032,985 13%

vii.Description of associates, subsidiary and holding Company of the issuer and core areas of the business thereof;

There is no subsidiary, associates, subsidiary and holding Company of Beka Garments and Textile Limited

viii.How the products or services are distributed with details of the distribution channel. Export possibilities and export

obligations, if any:

Beka Garments and Textile Limited is a 100% manufacturing and export oriented woven Garments Company. Its

products are marketed based on buyer’s requirement. A detailed process flow is presented below:

Export Possibility & Obligation: We don’t have any export obligation rather there is good potential of expansion for export.

ix.Competitive conditions in business with names, percentage, and volume of market shares of major competitors;

There are many Companies engaged in RMG industries in Bangladesh. Major Competitors are:

A. LISTED COMPANY

Sl. No Name of Competitor Amount in taka Percentage

1 Saiham Textiles Mills Limited 2,599,187,531 17.05%

2 Hwa Well Textiles (BD) Limited 1,361,799,432 8.93%

3 Envoy Textile Ltd 9,118,517,693 59.82%

Sources: Taken from company website Financial Statement for the period 30 Jun, 2019

Raw Material Import/Purc

haseWare House

Inspection regarding quality of Raw Materials

& supply to production floor

Raw material process and

sample production

Final production

Quality Inspection

Iron &Packing

Finished Ware House

Export


B. However, there are some other non-listed Companies who are also the competitors of Beka Garments and Textile Limited

which are as follows:

Sl. No Name Address

1 Opex Sinha Textile 56/1, Block – C, Road- 01,Mirpur-13,Ph. 9013766

2 Mid Asia Fashion Ltd Industrial Plot # M-16, Section # 14, Mirpur, Dhaka

3 Tarashima Apparels Ltd

(Baridhi Garments Limited)

Tarasima Apparels Ltd. Kodda, Manikgonj. Number of employees: 6200 (SFB

# 7 , Comilla EPZ, Comilla, 3500)

4 Snowtex Outwear Ltd

B65/3 Lakuriapara, Dhulivita ,Dhamrai ,Dhaka Aricha Mohashorok ,

Dhamrai

5 Liz Fashion Industry

1, Block C, Shaheed Mosharaf Hossain Road, East Chandura, Shafipur.

Address

6 NASSA-Taipei textiles

limited

238, Bir Uttam Mir Shawkat Sarak, Bir Uttam Mir Shawkat Sarak, Dhaka

1208 Note: No market data regarding volume and market shares of the above-mentioned companies are available.

x.Sources and availability of raw materials, names, and addresses of the principal suppliers and contingency plan in case of

any disruption;

The major Raw material of Beka Garments and Textile Limited is Fabric & Accessories that are readily available and can

be procured locally and imported from the following sources:

SL.

NO SUPPLIERS NAME ADDRESS

TYPE OF RAW

MATERIAL

PURCHASE

1. Suzhou Rongyun Textiles

Co., Ltd

Wujiang District City Eye Rings west Road

No.2051Jiangsu Province China

Fabric

2. Changzhou Hongnuoya

Textile Co., Ltd

Hutang, Changzhou, Jiangsu, China

3. Opex Sinha Textile 56/1, Block – C, Road- 01,Mirpur-13,Ph. 9013766

4. Family Tex Bd Ltd Plot # 47-48, Road # 05, Sector # o4, CTG EPZ

5. Mid Asia Fashion Ltd Industrial Plot # M-16, Section # 14, Mirpur, Dhaka

6. Tarashima Apparels Ltd

(Baridhi Garments Limited)

Tarasima Apparels Ltd. Kodda, Manikgonj. Number of

employees: 6200 (SFB # 7 , Comilla EPZ, Comilla, 3500)

7. Snowtex Outwear Ltd B65/3 Lakuriapara,Dhulivita ,Dhamrai ,Dhaka Aricha

Mohashorok , Dhamrai

8. Vietnam Paiho Ltd

Lot 30-32-34, Road No.3, Tan Tao Industrial Park, Tan

Tao A Ward, Binh Tan District, Ho Chi Minh City,

Vietnam.

Accessories Supplier 9. YKK Bangladesh Ltd

House:1/B (3rd floor), Road:08,Block-1, Banani, Dhaka-

1213

10. Paxar Bangladesh Limited 3/F, Uday Tower, 57 Gulshan Avenue, Gulshan 1,

Dhaka

11. Next Accessories Limited House:1/B (3rd floor), Road: 08, Block- I,

Banani, Dhaka-1213

Contingency plan: As a number of suppliers of raw materials are plenty in the market if one supplier fails to provide raw

material there are always other suppliers available. So, there is no possibility of disruption.

xi.Sources of, and the requirement for, power, gas and water; or any other utilities and contingency plan in case of any

disruption:

All required utility facilities are available to run the factory properly. For the contingency all the utility source is readily

available and can be procured locally from the following sources:

UTILITIES SOURCES AND REQUIREMENT

POWER

The sanctioned load for electricity with AEPZA is with a capacity of 905 KW per month. The new project

will need additional 1000 KW of electricity per hour which will be supplied with existing line. We have

already sanction load and no additional power is required to hire from external side for our expansion project.

WATER

8.05 cubic meter water per day is required to run the project smoothly for circulation, cooling and human

consumption. Requirement for water will be supplied by Adamjee Export Processing Zones Authority

(AEPZA) which already been permitted by our existing permission.

GAS Beka Garments and Textile Limited produces woven garments products. so there have no need to gas.


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;

The customers who account for 10% or more of the company’s products/services with amount and percentage are as follows

based on Quarterly financial statements 31 December 2019

NAME OF CUSTOMER ADDRESS CONTRACT INFORMATION AMOUNT PERCENTAGE

Decathlon

S.A.(oxylene)

No.4 Boulevard De

Mons-59665 Villeneuve

D'ascq France

Phone: +88027914871-4

Email:[email protected] 224,981,359 21.15%

Tex idea - Nordic

Industrivej 1

7120 Vejle Ø - Danmark

Tel: +453871323

Email:

[email protected]

Web: www.texidea.de

187,946,026 17.67%

Tex Solution

Consulting Bangladesh

Ltd.

House No.08, Isha

Khan Avenue, Sector

No.06, Uttara Model

Town, Dhaka-1230,

Bangladesh.

Phone: +8801720066778

Email:[email protected] 182,634,710 17.17%

Euro Centra Company

Limited

55/FL, Tower Langham

PLC,8 Argyle Street

Mongkok Kowloon,

Hong Kong


WWW: EuroCentra.com 123,777,051 11.64%

xiii. Names, address(s), telephone number, web address, e-mail and fax number of the suppliers from whom the issuer purchases 10%

or more of its raw material or finished goods with amount and percentage thereof;

The suppliers from whom the issuer purchases 10% or more of its raw material/finished goods with amount\ and percentage

as follows based on Quarterly financial statements 31 December 2019

Name of customer Address Contract information Amount Percentage

Suzhou Rongyun

Textiles Co., Ltd

Wujiang District City

Eye Rings west Road

No.2051Jiangsu

Province China

Phone:01686090778

Mail: [email protected]

219,253,953

36.82%

Changzhou Hongnuoya

Textile Co., Ltd

Hutang, Changzhou,

Jiangsu, China

Email:[email protected]

Web:https://mclloydbis.com/

81,234,567 13.64%

YKK Bangladesh Ltd House:1/B(3rdfloor),

Road:08,Block-1,

Banani, Dhaka-1213

Web:[email protected]

67,845,312

11.39%

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 are not any of such

contracts, a declaration is to be disclosed duly signed by CEO/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 Beka Garments and Textile Limited did not enter into any

contract with its principal suppliers or customers.

Sd/-

Boby N Diaz

Managing Director

Sd/-

Sanjoy Roy

Chief Finance Officer

Sd/-

Micky Diaz

Chairman

xv. Description of Licenses, registrations, NOC and permission obtained by the issuer with issue, renewal and expiry dates:




Authority

Certificate /

License No Expiry Date Remarks

1. Certificate of Incorporation

Registrar of Joint Stock

Companies and Firms,

Government of

Bangladesh

C-87427/10 N/A

As Private Ltd

Company October 07,

2010 & converted to

Public Ltd Company

on 23 October , 2018

2. TIN Certificate National Board of

Revenue 857525397754 N/A -






Authority

Certificate /

License No Expiry Date Remarks

3. VAT Reg. No. Customs, Excise & VAT

Commissioner ate, Dhaka 001269385-0305 N/A -

4. Trade License Narayanganj City

Corporation 1628 30th June, 2020 -

5. Fire License Bangladesh Fire Services

and Civil Defense

DD/Dhaka/24485/

2013 30th June,2020 -

6. Environment Clearance

Certificate

Environment Clearance

Certificate N/A

7. BGMEA Membership

Certificate

Bangladesh Garments

Manufacturers &

Exporters Association

Reg. No. 5522 31st Dec, 2019 Applied for

Renewal

8. Bond License Customs Bond

Commissioner ate, Dhaka 169/2011 08 October 2022 -

9. Enrolment Certificate Export Promotion

Bureau, Bangladesh BD05327 30Th June, 2020 -

10. Boiler Certificate Office of the Chief

Inspector of Boilers Ba: Ba 11234 23 Sep,2020 -

xvi. Description of any material patents, trademarks, licenses or royalty agreements:

Beka Garments and Textile Limited has no material patents, trademarks or royalty agreements. However, it has several

regulatory licenses and certificates in order to continue its operation.

xvii. A number of total employees and number of full-time employees:

The Company has 2,136 employees as of 31 December 2019. Details are as follows:

Salary Range Number of Employees

Total Employees Officers Worker

Below Tk. 8,200 - - -

Above Tk. 8,200 154 1,982 2,136

Total 154 1,982 2,136

xviii. A brief description of the business strategy;

BGTL has modern machineries and technology that ensures quality products. Quality is main concern while

formulating strategy. The company tries to produce goods with cheap cost so that they can get competitive advantages

over their competitors. They also believe in providing customizing products to customer as per need basis so that they

can get maximum market share of products. So innovation is always there.

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, the rationale to achieve

the projected levels.

Total actual capacity and its utilization (Yearly):

Year Products Installed capacity (Pcs) Capacity Utilization for

this Products (Pcs)

Actual Capacity Utilization

(%)

December-2019

Woven

Garments

6,179,149(Half-Yearly) 4,266,490 69.05%

2018-2019 11,384,488 (Yearly) 7,814,500 68.64%

2017-2018 10,800,000 (Yearly) 7,673,096 71.05%

2016-2017 8,928,000 (Yearly) 6,060,324 67.88%

2015-2016 6,480,000 (Yearly) 4,698,660 72.51%

2014-2015 5,040,000 (Yearly) 3,710,892 73.63%

Assumptions for future capacity Utilization (Yearly):

Year Products Installed Capacity

Projected

Capacity

Utilization (Pcs)

Actual Capacity

Utilization (%)

2021-2022 Woven

Garments

346,000 11,326,100 70.09%

2020-2021 1,519,100 12,845,200 71.42%

2019-2020 2,679,800 15,525,000 73.17%

The rationale to Achieve:

The company has projected that the capacity utilization will be increased due to installation of new machineries as

well as increase in the market demand for garments. The company will have utilized its remaining capacity to meet

the additional market demand for products.


(E) Description of Property

The written down value of Property, Plant and Equipment owned by the Company as per audited accounts as at 30

June 2019 and December 31, 2019 are stated below:


WDV as on 31.Dec.2019 WDV as on 30.06.2019

Land Development 33,291,145 33,999,468

Factory Building & Other Construction 205,822,429 211,066,102

Plant & Machinery 913,065,397 867,796,899

Boiler & compressor 33,249,370 33,362,548

Generator 21,757,590 22,386,550

Office Equipment 47,444,755 48,939,998

Furniture & Fixture 58,899,576 50,434,426

Electric Installations 29,116,921 25,115,808

Motor Vehicle 35,298,340 23,254,127

Fire Hydrant System 33,426,719 35,162,886

Fire Extinguisher 31,685,011 33,330,715

Total 1,443,057,253 1,384,849,526

(i) Location and area of the land, building, principal plants and other property of the Company and the condition thereof;

The entire above-mentioned assets are located at the Company’s factory premises at Plot no-FS SFB 01, Adamjee

Export Processing Zone Shiddirgonj, Narayangonj. All of the above mentioned Property, Plant and Equipment are

in working condition. Details are given under as follows:

Sl. No Name of the Assets Location and Area Condition of the Property

1 Land Development

Plot no-FS SFB 01, Adamjee

Export Processing Zone

Shiddirgonj, Narayangonj,

Bangladesh

Good condition 2

Factory Building & Other

Construction

3 Plant & Machinery Working in good condition

4 Boiler & compressor Working in good condition

5 Generator

Good condition 6 Office Equipment At Factory and Corporate Office

7 Furniture & Fixture At Factory and Corporate Office

8 Electric Installations At Factory

9 Motor Vehicle At Factory and Corporate Office Running

10 Fire Hydrant System At Factory Good condition 11 Fire Extinguishers At Factory Good condition

(ii) Whether the property is owned by the Company or taken on the lease;

The company’s registered office and factory is located in PMP Plaza, 14, Kemal Ataturk Avenue, Banani C/A, Dhaka-

1213 and Plot no-FS SFB 01, Adamjee Export Processing Zone Shiddirgonj, Narayangonj which is leasehold property

was taken from Adamjee Export Processing Zone (AEPZ), duration of the said lease is 30 years starting from November

01, 2011 can be renewed by mutual understanding with AEPZA. Except the aforesaid land all the assets of the company

are in its own name.

(iii) Dates of Purchase, last payment date of current rent (খাজনা) and mutation date of lands, deed value and other costs

including details of land development cost; if any and current use thereof;

The company’s registered office and factory is situated in PMP Plaza, 14, Kemal Ataturk Avenue, Banani C/A, Dhaka-

1213 and Plot no-FS SFB 01 Adamjee Export Processing Zone Shiddirgonj, Narayangonj which is on a leasehold

property taken from (AEPZA). So, the above information is not applicable for the company.

(iv) The names of the persons from whom the lands has been acquired /proposed to be acquired along with the cost of

acquisition and relation, if any, of such persons to the issuer or any sponsor or Director thereof;

The company did not purchase any land.

(v) Details of whether the issuer has received all the approvals pertaining to use of the land, if required;

The company did not purchase any land.

(vi) If the property is owned by the issuer, whether there is a mortgage or other type of charge on the property, with the name

of the mortgagee;

The issuer company has no mortgage property against the loan that the deeds personal property was kept as security

against the loan of the company as follows:


Mortgage Description of

Property Deed No Khatian no.& Plot no.

Area of Decimal/Sqr.

Ft

Trust

Bank

Limited

Land

5425 SA-171 and 190 RS 176& 177 42.15

7259 CA-21, SA-34 &RS-91 30.00

795 CA-169, SA-190 & RS- 177 33.00

9675 SA-114, RS-79 10.50

7506 SA-74, RS-41 73.00

12556 Khatian No- 42 8.75

4270 SA-457, BS-1358 11.00

4330 SA-2944, BS-3500 2.00

5135 SA-487, BS-971 9.00

1964 SA-548, BS-301 90.00

4002 CS-548, SA-520 & BS-411 165.00

Apartment 6512 Flat A/1 (1st Floor) Plot-23, Road-

18, Block-A, Banani, Dhaka 1614.34 (Sq. Ft)

Land

6104, 16914 CS & SA-399, RS-562 112.00

10038 CS-169, SA-190 & RS-117 20.00

5203 SA-68, RS-78 27.00

3918 SA-60, BS-3274 60.00

4861,4862 RS-83, RS-142 & SA-91, RS-95 101.34

All the land property of the issuer company is on lease from AEPZA as follows:

Principal terms and conditions of the lease agreements

Lessor Address Area Rent/Sq.mtr/per

Annum

Term Remarks

Adamjee Export

Processing Zones

Authority (AEPZA)

Plot no-Plot No 178-179

Adamjee Export

Processing Zone

Shiddirgonj,

Narayangonj

5,803.55s

q.meter

(approx.)

US$ 153,213.72

(Land)

30

years

Lease is 30 years and

can be renewed by

mutual

understanding with

AEPZA

Adamjee Export

Processing Zones

Authority (AEPZA)

Plot no-FS SFB 01,

Adamjee Export

Processing Zone

Shiddirgonj,

Narayangonj

9,084.68

sq. meter

(approx.)

US$ 299,794.44

(Building)

02

years

Lease is 02 years

and can be renewed

by mutual

understanding with

AEPZA

(vii) If the property is taken on lease, the expiration dates of the lease with the name of the lessor, principal terms and conditions

of the lease agreements and details of payment.


Lessor Address Area Rent/Sq.mtr/p

er Annum

Term Remarks

Adamjee Export

Processing Zones

Authority

(AEPZA)

Plot no-Plot No 178-179

Adamjee Export Processing

Zone Shiddirgonj,

Narayangonj

5,803.55s

q.meter

(approx.)

US$

153,213.72

(Land)

30 years Lease is 30 years

and can be renewed

by mutual

understanding with

AEPZA

Adamjee Export

Processing Zones

Authority

(AEPZA)

Plot no-FS SFB 01, Adamjee

Export Processing Zone

Shiddirgonj, Narayangonj

9,084.68

sq. meter

(approx.)

US$

299,794.44

(Building)

02years

Lease is 02 years

and can be renewed

by mutual

understanding with

AEPZA


(viii) Dates of purchase of plant and machinery along with seller’s name, address, years of sale, a condition when purchased, country of origin, useful economic life at purchase and remaining

economic life, purchase price and written down value;

Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of

Purchase Seller Name Seller Address

Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life

Total Purchase price

with Other Cost WDV on

31.12.2019 USD $ BDT

1 SINGLE

NEEDLE JUKI 90 2010-2011

Juki Singapore

Pte Ltd.

20 Bendemeer Road # 04-12

Cyberhub Singapore

Japan/China/T

aiwan

Brand

New 15 6 62,100 5,073,570 2,102,149

2 OVER LOCK 5T JUKI 85 2010-2011 Juki Singapore

Pte Ltd.

Japan/china/T

aiwan

Brand

New 15 6 66,300 5,416,710 2,244,324

3 BARTACK JUKI 4 2010-2011 Juki Singapore

Pte Ltd.

Japan/China/T

aiwan

Brand

New 18 9 11,800 964,060 499,771

4 BUTTON

STITCH JUKI 4 2010-2011

Juki Singapore

Pte Ltd.

Japan/China/T

aiwan

Brand

New 15 6 17,400 1,421,580 589,008

5 FLAT LOCK JUKI 14 2010-2011 Juki Singapore

Pte Ltd.

Japan/China/T

aiwan

Brand

New 12 3 20,742 1,694,644 437,606


Pte Ltd.

Japan/China/T

aiwan

Brand

New 12 3 3,576 292,180 75,449


Pte Ltd.

Japan/China/T

aiwan

Brand

New 12 3 4,598 375,660 97,006


Pte Ltd.

Japan/China/T

aiwan

Brand

New 12 3 3,576 292,180 75,449

9 FEET OF THE

ARM JUKI 2 2010-2011

Juki Singapore

Pte Ltd.

Japan/China/T

aiwan

Brand

New 20 11 6,800 555,560 316,912

10 CHAIN STITCH JUKI 2 2010-2011 Juki Singapore

Pte Ltd.

Japan/China/T

aiwan

Brand

New 18 9 4,760 388,892 201,603

11 BTTON HOLE JUKI 4 2010-2011 Juki Singapore

Pte Ltd.

Japan/China/T

aiwan

Brand

New 15 6 12,480 1,019,616 422,461

12 EAY HOLE JUKI 1 2010-2011 Juki Singapore

Pte Ltd.

Japan/China/T

aiwan

Brand

New 20 11 8,850 723,045 412,452

13 EYELET HOLE JUKI 2 2010-2011 Juki Singapore

Pte Ltd.

Japan/China/T

aiwan/Malaysi

a

Brand

New 20 11 22,000 1,797,400 1,025,305


Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of


Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life



31.12.2019 USD $ BDT

14 KANSA JUKI 6 2010-2011 Juki Singapore

Pte Ltd.


Cyberhub Singapore

Japan/China/T

aiwan

Brand

New 20 11 9,672 790,200 450,760

15 CYCLE

MACHINE JUKI 28 2010-2011

Juki Singapore

Pte Ltd.

Japan/China/T

aiwan

Brand

New 20 11 201,600 16,470,720 9,395,518

16 NEEDLE

DIRCTOR JUKI 1 2010-2011

Juki Singapore

Pte Ltd.

Japan/China/T

aiwan

Brand

New 14 5 9,800 800,660 296,030

17 RECONE


Juki Singapore

Pte Ltd.

Japan/China/T

aiwan

Brand

New 20 11 4,922 402,092 229,368

18 RECONE


Juki Singapore

Pte Ltd.

Japan/China/T

aiwan

Brand

New 12 3 1,450 118,465 30,591

19 GENERATOR FUJIAN 1 2010-2011 Orpa

Corporation

112, Misco Super Market, 4

No Darus Salam Road,

Mirpur-1, Dhaka

China Brand

New 20 11 12,240 1,000,000 570,438

20 THREAD

SUCHING ANYSEW 1 2010-2011

Orpa

Corporation China

Brand

New 15 6 1,836 150,000 62,150

21 COMPRASORE

BOX JUKI 2 2010-2011

Orpa

Corporation China

Brand

New 20 11 734 60,000 34,226

22 SPOT DIRCTOR

MACHINE MALKAN 1 2010-2011

Orpa

Corporation China

Brand

New 15 6 9,113 744,493 308,468

23 SINGLE


Juki Singapore

Pte Ltd.


Cyberhub Singapore

China/Taiwan/

Japan/Malaysi

a

Brand

New 15 7 25,350 2,071,095 1,001,940

24 TWO NEEDLE JUKI 65 2011-2012 Juki Singapore

Pte Ltd.


Cyberhub Singapore

China/Taiwan/

Japan/Malaysi

a

Brand

New 15 7 74,750 6,107,075 2,954,439

25 OVER LOCK JUKI 5 2011-2012 Juki Singapore

Pte. Ltd.


Cyberhub Singapore

China/Taiwan/

Japan/Malaysi

a

Brand

New 15 7 3,650 298,205 144,264


Pte Ltd.


Cyberhub Singapore

China/Taiwan/

Japan/Malaysi

a

Brand

New 18 10 19,600 1,601,320 922,792


Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of


Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life



31.12.2019 USD $ BDT

27 BUTTON


Juki Singapore

Pte Ltd.

China/Taiwan/

Japan/Malaysi

a

Brand

New 15 7 15,800 1,290,860 624,483

28 CYLINDER

BED F/L JUKI 2 2011-2012

Juki Singapore

Pte Ltd.

China/Taiwan/

Japan/Malaysi

a

Brand

New 20 12 4,400 359,470 223,776

29 CYLINDER

BED F/L JUKI 1 2011-2012

Juki Singapore

Pte Ltd.

China/Malaysi

a

Brand

New 20 12 2,800 228,760 142,407

30 FEED OF THE

ARM JUKI 2 2011-2012

Juki Singapore

Pte Ltd.

China/Taiwan/

Japan/Malaysi

a

Brand

New 20 12 4,700 365,442 227,494

31 ZIG ZAG JUKI 4 2011-2012 Juki Singapore

Pte Ltd.

China/Taiwan/

Japan/Malaysi

a

Brand

New 20 12 9,520 777,784 484,184


Pte Ltd.

China/Taiwan/

Japan/Malaysi

a

Brand

New 18 10 44,500 3,635,660 2,095,119

33 APW JUKI 2 2011-2012 Juki Singapore

Pte Ltd.

China/Taiwan/

Japan/Malaysi

a

Brand

New 15 7 36,400 2,973,880 1,438,683

34 SINGLE


Juki Singapore

Pte Ltd.

China/Japan/

Malaysia

Brand

New 15 8 321,984 25,420,740 14,058,257


Pte Ltd.

Japan/China/T

aiwan/Malaysi

a

Brand

New 15 8 23,296 1,839,222 1,017,132


Pte Ltd.

Japan/China/T

aiwan/Malaysi

a

Brand

New 15 8 102,648 8,104,116 4,481,763


Pte Ltd.


Cyberhub Singapore

China/Japan/

Malaysia

Brand

New 18 11 28,080 2,216,920 1,405,478


Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of


Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life



31.12.2019 USD $ BDT

38 BUTTON


Juki Singapore

Pte Ltd.


Cyberhub Singapore

China/Japan/

Malaysia

Brand

New 15 8 7,696 607,600 336,017

39 BLIND STITCH JACK 3 2012-2013 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 18 11 1,350 105,000 66,568


Pte Ltd.


Cyberhub Singapore

Japan/China/T

aiwan

Brand

New 20 13 13,520 1,067,404 719,916

41 FUSING

MACHINE HASHIMA 4 2012-2013

Eastman

Technocrats

Ltd.

Elite House (3rd & 5th Floor)

54, Motijheel C/A, Dhaka China/Taiwan

Brand

New 20 13 30,600 2,402,100 1,620,108

42 HIT SELLING

MACHINE MAX 2 2012-2013

Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 8 929 72,938 40,336

43 CAD MACHINE CHINA 2 2012-2013 Winda

Technology Ltd.

Flat/RM B 8/F Chong Ming

Building 72 Cheung Sha wan

RD KL

China Brand

New 20 13 20,000 1,555,000 1,048,777

44 END CUTTER STAO 4 2012-2013 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 8 1,543 120,000 66,363

45

FABRICK

CHECK

MACHINE

MAX 1 2012-2013 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 14 7 4,373 340,000 176,232

46 CYLINDER

BED F/L JUKI 37 2012-2013

Juki Singapore

Pte. Ltd.


Cyberhub Singapore

China/Taiwan/

Japan/Malaysi

a

Brand

New 20 13 81,400 6,650,380 4,485,382

47 FEET OF THE

ARM JUKI 28 2012-2013

Juki Singapore

Pte Ltd.


Cyberhub Singapore

Japan/China/T

aiwan

Brand

New 20 13 95,200 7,777,840 5,245,803


Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of


Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life



31.12.2019 USD $ BDT


Pte Ltd.


Cyberhub Singapore

China/Taiwan/

Japan/Malaysi

a

Brand

New 18 11 17,800 1,454,264 921,971


Pte Ltd.


Cyberhub Singapore

Japan/China/T

aiwan

Brand

New 20 13 1,670 136,463 92,038

50 SINGLE


Juki Singapore

Pte Ltd.


Cyberhub Singapore

China/Japan/

Malaysia

Brand

New 15 9 63,024 4,975,765 3,096,285

51 TWO NEEDLE ZOJE 70 2013-2014 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 9 49,518 3,850,000 2,395,752


Pte Ltd.


Cyberhub Singapore

Japan/China/T

aiwan/Malaysi

a

Brand

New 15 9 204,672 16,158,879 10,055,236

53 OVER LOCK ZOJE 91 2013-2014 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 9 44,476 3,458,000 2,151,821


Pte Ltd.


Cyberhub Singapore

Japan/China/T

aiwan/Malaysi

a

Brand

New 15 9 39,312 3,103,704 1,931,352


Pte Ltd.


Cyberhub Singapore

China/Japan/

Malaysia

Brand

New 18 12 393,120 31,036,880 21,467,776

56 BUTTON

STITCH ZOJE 27 2013-2014

Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 9 65,981 5,130,000 3,192,261

57 CYLINDER

BED F/L JUKI 19 2013-2014

Juki Singapore

Pte Ltd.


Cyberhub Singapore

China/Malaysi

a

Brand

New 20 14 53,200 4,346,440 3,157,221

58 FEED OF THE

ARM ZUSUN 26 2013-2014

Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 20 14 26,752 2,080,000 1,510,896


Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of


Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life



31.12.2019 USD $ BDT

59 CHAIN STITCH ZOJE 34 2013-2014 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 18 12 19,679 1,530,000 1,058,280

60 BTTON HOLE JUKI 42 2013-2014 Juki Singapore

Pte Ltd.


Cyberhub Singapore

Japan/China/T

aiwan

Brand

New 15 9 131,040 10,705,968 6,662,036

61 APW JUKI 7 2013-2014 Juki Singapore

Pte Ltd.


Cyberhub Singapore

China/Taiwan/

Japan/Malaysi

a

Brand

New 15 9 127,400 10,408,580 6,476,980


Corporation



Mirpur-1, Dhaka

China Brand

New 18 12 3,149 245,000 169,463


Pte. Ltd.


Cyberhub Singapore

Japan/China/T

aiwan/Malaysi

a

Brand

New 20 14 517,000 42,238,900 30,682,018


Pte Ltd.


Cyberhub Singapore

Japan/China/T

aiwan

Brand

New 20 14 100,474 8,208,770 5,962,789


Pte Ltd.


Cyberhub Singapore

Japan/China/T

aiwan

Brand

New 20 14 95,108 7,770,300 5,644,287

66 CYCLE


Juki Singapore

Pte Ltd.


Cyberhub Singapore

Japan/China/T

aiwan

Brand

New 20 14 79,200 6,470,640 4,700,224

67 SNAP BUTTON SEWMAC 41 2013-2014 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 9 6,064 471,500 293,402

68 BELCO

CUTTING ZOJE 2 2013-2014

Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 18 12 11,832 919,960 636,323


Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of


Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life



31.12.2019 USD $ BDT

69 END CUTTER

MACHINE STAO 1 2013-2014

Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 9 386 30,000 18,668

70 CUTTING YAMATA 1 2013-2014 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 14 8 412 32,000 18,961

71 CUTTING KM 2 2013-2014 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 14 8 2,444 190,000 112,580

72 CUTTING ZOJE 1 2013-2014 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 14 8 296 23,000 13,628

73 CUTTING

MACHINE EASTMAN 3 2013-2014

Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 14 8 3,473 270,000 159,982

74 CUTTING

MACHINE KM 28 2013-2014

Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 14 8 34,212 2,660,000 1,576,116

75 HIT SELLING


Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 9 1,858 145,836 90,750

76 SINGLE

NEEDLE SUN STAR 37 2014-2015

Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 10 23,612 1,837,050 1,270,363

77 SINGLE

NEEDLE DAEWOO 18 2014-2015

Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 10 6,941 540,000 373,423

78 SINGLE


Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 10 16,041 1,248,000 863,021


Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of


Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life



31.12.2019 USD $ BDT

79 SINGLE

NEEDLE ZOJE 68 2014-2015

Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 10 26,640 2,072,640 1,433,279

80 SINGLE


Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 10 43,445 3,380,000 2,337,348

81 TWO NEEDLE ANGULER 84 2014-2015 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 10 91,234 7,098,000 4,908,431

82 OVER LOCK JUKI 45 2014-2015 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 10 31,350 2,439,000 1,686,625


Corporation



Mirpur-1, Dhaka

China Brand

New 15 10 27,698 2,154,880 1,490,149

84 OVER LOCK 5T JUKI 7 2014-2015 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 10 5,183 403,200 278,822


Corporation



Mirpur-1, Dhaka

China Brand

New 15 10 49,807 3,875,000 2,679,652

86 OVER LOCK 5 T JACK 35 2014-2015 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 10 30,591 2,380,000 1,645,825


Corporation



Mirpur-1, Dhaka

China Brand

New 15 10 32,391 2,520,000 1,742,638


Corporation



Mirpur-1, Dhaka

China Brand

New 15 10 5,848 455,000 314,643

89 BARTECK JUKI 70 2014-2015 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 18 13 118,203 9,196,250 6,891,618

90 BUTTON


Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 10 30,848 2,400,000 1,659,656

91 CYLINDER

BED F/L JUKI 19 2014-2015

Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 20 15 153,490 11,941,500 9,294,427


Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of


Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life



31.12.2019 USD $ BDT

92 FEED OF THE

ARM ZOJE 11 2014-2015

Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 20 15 14,139 1,100,000 856,163


Pte Ltd.


Cyberhub Singapore

China/

Taiwan/

Japan/

Malaysia

Brand

New 20 15 2,554 198,682 154,640


Corporation



Mirpur-1, Dhaka

China Brand

New 18 13 6,363 495,000 370,950

95 BTTON HOLE BROTHER 10 2014-2015 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 10 48,843 3,800,000 2,627,788


Corporation



Mirpur-1, Dhaka

China Brand

New 18 13 1,799 140,000 104,915

97 EYELET HOLE JUKI 13 2014-2015 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 20 15 153,440 11,937,640 9,291,423

98 KANSAI KANSAI 57 2014-2015 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 20 15 142,867 11,115,000 8,651,138

99 CYCLE


Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 20 15 43,766 3,405,000 2,650,214

100 SNAP BUTTON T K M 9 2014-2015 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 10 1,735 135,000 93,356

101 BOILER MPS 3 2014-2015 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 20 15 3,360 261,426 203,476


Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of


Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life



31.12.2019 USD $ BDT

102 BOILER BANGLA 1 2014-2015 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 20 15 964 75,000 58,375

103 SINGLE


Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 11 27,105 2,127,743 1,619,133

104 SINGLE


Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 11 3,438 269,883 205,371

105 SINGLE


Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 11 18,125 1,422,813 1,082,708

106 SINGLE


Zoje Sewing

Machine Co.

Ltd.

Damaiyu Hing Kong Road

No-198, Yuhuan, Zhejiang,

China

China Brand

New 15 11 41,910 3,289,935 2,503,519

107 SINGLE


Eastman

Technocrafts

Ltd.


54, Motijheel C/A, Dhaka China/ Taiwan

Brand

New 15 11 7,250 569,120 433,079

108 SINGLE


Orpa

Corporation



Mirpur-1, Dhaka

China/ Taiwan Brand

New 15 11 90,625 7,114,063 5,413,538

109 SINGLE


Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 11 154,700 12,143,950 9,241,096


Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of


Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life



31.12.2019 USD $ BDT

110 AUTO SINGLE


Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 11 38,000 2,983,000 2,269,952

111 SINGLE


Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 11 127,920 10,041,720 7,641,377

112 TWO NEEDLE ZOJE 232 2015-2016

Zoje Sewing

Machine Co.

Ltd.



China

China Brand

New 15 11 283,968 22,291,488 16,962,996

113 OVER LOCK ZOJE 369 2015-2016 Zoje Sewing

Machine Co.Ltd.



China

China Brand

New 15 11 158,301 12,426,629 9,456,203

114 BARTACK ZOJE 116 2015-2016

Zoje Sewing

Machine Co.

Ltd.



China

China Brand

New 18 14 218,080 17,119,280 13,819,724

115 BUTTON


Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 11 38,217 2,999,995 2,282,885

116 FLAT LOCK KANSAI 56 2015-2016 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 12 8 448,560 35,211,960 24,349,635

117 FEED OF THE

ARM ZOJE 19 2015-2016

Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 20 16 24,130 1,894,205 1,572,966

118 FEET OF THE

ARM JUKI 28 2015-2016

Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 20 16 63,420 4,978,470 4,134,170


Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of


Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life



31.12.2019 USD $ BDT


Pte Ltd.


Cyberhub Singapore

China/

Taiwan/

Japan/

Malaysia

Brand

New 20 16 7,590 595,815 494,771

120 CHAIN STITCH ZOJE 26 2015-2016

Zoje Sewing

Machine Co.

Ltd.



China

China Brand

New 18 14 14,248 1,118,468 902,895

121 CHAIN STITCH ZOJE 31 2015-2016

Zoje Sewing

Machine Co.

Ltd.



China

China Brand

New 18 14 18,352 1,440,632 1,162,966

122 BTTON HOLE ZOJE 43 2015-2016

Zoje Sewing

Machine Co.

Ltd.



China

China Brand

New 15 11 122,894 9,647,179 7,341,145

123 APW JUKI 8 2015-2016 Juki Singapore 20 Bendemeer Road # 04-12

Cyberhub Singapore

China/

Taiwan/

Japan/

Malaysia

Brand

New 15 11 154,800 12,151,800 9,247,069

124 BLIND STITCH JACK 10 2015-2016 Omi

International



Mirpur-1, Dhaka

China Brand

New 18 14 4,500 353,250 285,165


Corporation



Mirpur-1, Dhaka

China Brand

New 20 16 324,000 25,434,000 21,120,642

126 KANSAI

SPECIAL KANSAI 121 2015-2016

Morimoti

Singapore Pte

Ltd.

No. 51 Penjuru Road # 02-02

Singapore

China/Japan/T

aiwan

Brand

New 20 16 222,640 17,477,240 14,513,271

127 CYCLE


Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 20 16 281,970 22,134,645 18,380,826

128 SNAP BUTTON PRYM 56 2015-2016 Omi

International

106,107,146 Misco Super

Market, 4 No. Darussalam

Road, Mirpur-1, Dhaka

China Brand

New 15 11 164,080 12,880,280 9,801,415

129 BOILER MPS 4 2015-2016 Omi

International




China Brand

New 20 16 4,320 339,120 281,609


Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of


Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life



31.12.2019 USD $ BDT

130 BOILER BANGLA 4 2015-2016 Omi

International




China Brand

New 20 16 3,820 299,870 249,015

131 MINI BOYLAR TCM 6 2015-2016 Omi

International




China Brand

New 20 16 11,100 871,350 723,578

132 CUTTING

MACHINE KM 35 2015-2016

Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 14 10 40,250 3,159,625 2,341,664

133 FUSING


Eastman

Technocrafts

Ltd.



Brand

New 20 16 7,650 600,525 498,682

134 HIT SELLING


Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 11 1,803 141,550 107,714

135 VATICAL ZOJE 11 2015-2016

Zoje Sewing

Machine Co.

Ltd.



China

China Brand

New 15 11 8,294 651,079 495,447

136

FABRICK

CHECK

MACHINE

CHINA 1 2015-2016

Eastman

Technocrafts

Ltd.



Brand

New 14 10 7,100 557,350 413,064

137 IRON TABLE CHINA 20 2015-2016 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 20 16 11,300 887,050 736,615

138

WATER

PRESSURE

SEALING

CHINA 2 2015-2016

Eastman

Technocrafts

Ltd.


54, Motijheel C/A, Dhaka South Korea

Brand

New 15 11 4,084 320,599 243,964

139 PUMP SET NAFFCO 1 2015-2016 Naffco

National Fire Fighting

Manufacturing FZCO, PO

BOX 17014, Dubai

UAE Brand

New 20 16 54,849 4,305,647 3,575,451


Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of


Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life



31.12.2019 USD $ BDT

140 SEAM SEALING CHINA 15 2015-2016 Eastman techno

crafts Ltd.


54, Motijheel C/A, Dhaka South Korea

Brand

New 12 8 123,300 9,679,050 6,693,218

141

SINGLE

NEEDLE

KNIFE

DAEWOO 76 2016-2017 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 12 61,894 4,902,000 4,069,704

142 SINGLE


Omi

International




China Brand

New 15 12 65,151 5,160,000 4,283,899

143 TWO NEEDLE ANGULER 84 2016-2017 Omi

International




China Brand

New 15 12 89,621 7,098,000 5,892,851

144 OVER LOCK PEGASUS 48 2016-2017 Omi

International




China Brand

New 15 12 33,333 2,640,000 2,191,762

145 OVER LOCK PEGASUS 10 2016-2017 OmiInternationa

l




China Brand

New 15 12 6,629 525,000 435,862

146 OVER LOCK JUKI 11 2016-2017 Omi

International




China Brand

New 15 12 7,889 624,800 518,717


International




China Brand

New 15 12 53,083 4,204,200 3,490,381


International




China Brand

New 15 12 27,330 2,164,500 1,796,996


Corporation



Mirpur-1, Dhaka

China Brand

New 15 12 5,303 420,000 348,689


Corporation



Mirpur-1, Dhaka

China Brand

New 15 12 50,884 4,030,000 3,345,758


Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of


Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life



31.12.2019 USD $ BDT


Corporation



Mirpur-1, Dhaka

China Brand

New 15 12 2,311 183,000 151,929

152 OVER LOCK SEWMAC 4 2016-2017 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 12 3,030 240,000 199,251


Corporation



Mirpur-1, Dhaka

China Brand

New 15 12 30,051 2,380,000 1,975,907


Corporation



Mirpur-1, Dhaka

China Brand

New 15 12 31,818 2,520,000 2,092,137

155 OVER LOCK CHINA 7 2016-2017 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 12 5,745 455,000 377,747


Corporation



Mirpur-1, Dhaka

China Brand

New 18 15 176,677 13,992,000 12,102,649

157 BARTECK ZOJE 5 2016-2017 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 18 15 14,205 1,125,000 973,090

158 BUTTON


Omi

International




China Brand

New 15 12 36,364 2,880,000 2,391,013

159 BUTTON


Omi

International




China Brand

New 15 12 3,157 250,000 207,553

160 CYLINDER

BED F/L JUKI 37 2016-2017

Omi

International




China Brand

New 20 17 294,085 23,291,500 20,551,192

161 FLAT LOCK KANSAI 19 2016-2017 Omi

International




China Brand

New 12 9 12,475 988,000 768,742

162 FEED OF THE

ARM ZOJE 19 2016-2017

Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 20 17 23,990 1,900,000 1,676,460


Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of


Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life



31.12.2019 USD $ BDT

163 FEED OF THE

ARM JUKI 1 2016-2017

Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 20 17 2,020 160,000 141,176

164 FEET OF THE

ARM BROTHER 28 2016-2017

Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 20 17 65,404 5,180,000 4,570,559


Pte Ltd.


Cyberhub Singapore

China/

Taiwan/

Japan/

Malaysia

Brand

New 20 17 7,525 596,016 525,893


Corporation



Mirpur-1, Dhaka

China Brand

New 18 15 10,676 845,500 731,331


Corporation



Mirpur-1, Dhaka

China Brand

New 18 15 5,947 471,000 407,400

168 CHAIN STITCH JOJE 10 2016-2017 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 18 15 22,664 1,795,000 1,552,620

169 CHAIN STITCH JACK 16 2016-2017 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 18 15 36,848 2,918,400 2,524,326

170 BTTON HOLE JUKI 31 2016-2017 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 12 77,696 6,153,500 5,108,715

171 BUTTON HOLE JUKI 8 2016-2017 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 12 30,556 2,420,000 2,009,115

172 APW JUKI 5 2016-2017 Juki Singapore 20 Bendemeer Road # 04-12

Cyberhub Singapore

China/

Taiwan/

Japan/

Malaysia

Brand

New 15 12 95,960 7,600,000 6,309,618


Corporation



Mirpur-1, Dhaka

China Brand

New 18 15 2,304 182,500 157,857


Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of


Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life



31.12.2019 USD $ BDT


Corporation



Mirpur-1, Dhaka

China Brand

New 20 17 313,636 24,840,000 21,917,507

175 KANSAI KANSAI 38 2016-2017 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 20 17 93,321 7,391,000 6,521,429

176 KANSA BY HOIL 37 2016-2017 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 20 17 103,479 8,195,500 7,231,277

177 CYCLE


Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 20 17 34,280 2,715,000 2,395,573

178 BOILER BANGLA 1 2016-2017 Modern Erection

Ltd.

223/B, Tejgaon Industrial

Area, Dhaka Bangladesh

Brand

New 20 17 22,274 1,764,106 1,556,554

179 SINGLE


Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 13 26,249 2,176,000 1,957,231

180 TWO NEEDLE JUKI 111 2017-2018 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 13 113,142 9,379,500 8,436,513

181 TWO NEEDLE JUKI 21 2017-2018 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 13 23,812 1,974,000 1,775,540


Corporation



Mirpur-1, Dhaka

China Brand

New 15 13 86,128 7,140,000 6,422,166


Corporation



Mirpur-1, Dhaka

China Brand

New 15 13 122,738 10,175,000 9,152,036


Corporation



Mirpur-1, Dhaka

China Brand

New 15 13 5,066 420,000 377,774


Corporation



Mirpur-1, Dhaka

China Brand

New 15 13 48,613 4,030,000 3,624,836


Corporation



Mirpur-1, Dhaka

China Brand

New 15 13 2,207 183,000 164,602


Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of


Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life



31.12.2019 USD $ BDT


Corporation



Mirpur-1, Dhaka

China Brand

New 15 13 28,709 2,380,000 2,140,722


Corporation



Mirpur-1, Dhaka

China Brand

New 15 13 30,398 2,520,000 2,266,647

189 OVER LOCK YAMOTO 7 2017-2018 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 13 5,489 455,000 409,256


Corporation



Mirpur-1, Dhaka

China Brand

New 18 16 168,782 13,992,000 12,910,104

191 BARTECK BROTHER 5 2017-2018 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 18 16 13,571 1,125,000 1,038,012

192 BUTTON


Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 15 13 35,464 2,940,000 2,644,421

193 CYLINDER

BED F/L JUKI 37 2017-2018

Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 20 18 280,289 23,236,000 21,709,042

194 CYLINDER

BED F/L KANSAI 9 2017-2018

Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 20 18 7,328 607,500 567,578

195 FLAT LOCK KANSAI 10 2017-2018 Orpa

Corporation



Mirpur-1, Dhaka

China Brand

New 12 10 7,901 655,000 566,340

196 FEED OF THE

ARM ZOJE 19 2017-2018

Omi

International




China Brand

New 20 18 22,919 1,900,000 1,775,141

197 FEED OF THE

ARM JUKI 1 2017-2018

Omi

International




China Brand

New 20 18 1,930 160,000 149,486

198 FEET OF THE

ARM JUKI 29 2017-2018

Omi

International




China Brand

New 20 18 64,716 5,365,000 5,012,438

199 CHAIN STITCH ZOJE 23 2017-2018 Omi

International




China Brand

New 18 16 13,179 1,092,500 1,008,025


Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of


Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life



31.12.2019 USD $ BDT

200 CHAIN STITCH ZOJE 3 2017-2018 Omi

International




China Brand

New 18 16 5,663 469,500 433,197

201 CHAIN STITCH JACK 26 2017-2018 Omi

International




China Brand

New 18 16 66,019 5,473,000 5,049,814

202 BTTON HOLE JUKI 31 2017-2018 Omi

International




China Brand

New 15 13 79,837 6,618,500 5,953,096

203 BLIND STITCH JACK 10 2017-2018 Omi

International




China Brand

New 18 16 4,162 345,000 318,324

204 EYELET HOLE JUKI 27 2017-2018 Omi

International




China Brand

New 20 18 299,638 24,840,000 23,207,635

205 KANSA BY HOIL 46 2017-2018 Omi

International




China Brand

New 20 18 122,075 10,120,000 9,454,962

206 CYCLE


Omi

International




China Brand

New 20 18 234,801 19,465,000 18,185,854

207 SNAP BUTTON TKM 7 2017-2018 Omi

International




China Brand

New 15 13 2,744 227,500 204,628

208 BOYLER

MACHINE CHINA 3 2017-2018

Omi

International




China Brand

New 20 18 5,344 443,001 413,889

209 SINGLE


Omi

International




China Brand

New 15 14 22,816 1,919,970 1,859,900

210 SINGLE


Omi

International




China Brand

New 15 14 1,711 143,998 139,492

211 SINGLE


Omi

International




China Brand

New 15 14 547 46,000 44,561

212 SINGLE


Omi

International




China Brand

New 15 14 76,053 6,399,900 6,199,666


Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of


Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life



31.12.2019 USD $ BDT

213 TWO NEEDLE JACK 57 2018-2019 Omi

International




China Brand

New 15 14 23,707 1,994,972 1,932,555

214 OVER LOCK ZOJE 102 2018-2019 Omi

International




China Brand

New 15 14 60,606 5,046,692 4,888,796

215 OVER LOCK ZOJE 6 2018-2019 Omi

International




China Brand

New 15 14 3,564 299,911 290,527

216 BOYLER


Omi

International




China Brand

New 20 19 19,700 1,649,875 1,627,144

217 BUTTON


Orpa

Corporation

112, Misco Super Market, 4 No

Darus Salam Road, Mirpur-1,

Dhaka

China Brand

New 15 14 43,500 3,647,040 3,532,935

218 COMPRASORE

BOX JUKI 5 2018-2019

Orpa

Corporation



Dhaka

China Brand

New 20 19 11,900 999,124 985,358

219 COMPRESSOR KOMSAN 10 2018-2019 Orpa

Corporation



Dhaka

China Brand

New 20 19 85,000 7,100,900 7,003,066

220 CUFF MACHINE SUNSTAR 14 2018-2019 Juki Singapore

Pte Ltd.


Cyberhub Singapore

Japan/China/T

aiwan

Brand

New 15 14 12,600 1,049,202 1,016,376

221 CYCLE


Juki Singapore

Pte Ltd.


Cyberhub Singapore

Japan/China/T

aiwan

Brand

New 20 19 141,600 11,915,640 11,751,470

222 DUBBLE


Orpa

Corporation



Dhaka

China Brand

New 15 14 49,500 4,156,020 4,025,991


Pte Ltd.


Cyberhub Singapore

Japan/China/T

aiwan/Malaysi

a

Brand

New 20 19 187,000 15,732,310 15,515,556

224

FABRICK

CHECK

MACHINE

FT 14 2018-2019

Eastman

Technocrafts

Ltd.



Brand

New 14 13 119,000 9,909,130 9,549,531

225 FEET OF THE

ARM JUKI 12 2018-2019

Juki Singapore

Pte Ltd.


Cyberhub Singapore

Japan/China/T

aiwan

Brand

New 20 19 20,400 1,716,660 1,693,008


Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of


Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life



31.12.2019 USD $ BDT

226 FLAT LOCK

(HM) JUKI 11 2018-2019

Juki Singapore

Pte Ltd.


Cyberhub Singapore

Japan/China/T

aiwan

Brand

New 12 11 36,025 3,031,504 2,883,578

227 FLAT LOCK

(SB) JUKI 14 2018-2019

Juki Singapore

Pte Ltd.


Cyberhub Singapore

Japan/China/T

aiwan

Brand

New 12 11 45,836 3,807,208 3,621,430

228 FUSING


Eastman techno

crafts Ltd.



Brand

New 20 19 120,000 10,098,000 9,958,873

229 FUSING


Eastman techno

crafts Ltd.



Brand

New 20 19 180,000 14,949,000 14,743,038

230 GENARATOR ATLAS 2 2018-2019 Orpa

Corporation



Dhaka

China Brand

New 20 19 60,000 4,984,200 4,915,530

231 KANSA BY HOIL 45 2019-2020 Omi

International




China Brand

New 20 19 119,421 9,982,401 10,106,228

232

FABRICK

CHECK

MACHINE

FT 16 2019-2020 Eastman techno

crafts Ltd.



Brand

New 14 13 136,000 11,311,582 11,324,177

233 CYLINDER

BED F/L JUKI 35 2019-2020

Orpa

Corporation



Dhaka

China Brand

New 20 19 265,139 22,051,582 22,325,121


Corporation



Dhaka

China Brand

New 15 14 87,153 7,273,619 7,299,969

235 KANSA LOOP KANSA 12 2019-2020 Omi

International




China Brand

New 20 19 15,540 1,294,016 1,310,068

236

LOCKSTITCH

SINGLE

NEEDLE

SUNSTAR 10 2019-2020

Morimoti

Singapore Pte

Ltd.

No. 51 Penjuru Road # 02-02

Singapore

China/Japan/T

aiwan

Brand

New 15 14 6,900 576,702 578,791

237 NEEDLE

DRICTOR HASHIMA 12 2019-2020

Juki Singapore

Pte Ltd.


Cyberhub Singapore

China/Taiwan/

Japan/Malaysi

a

Brand

New 14 13 117,600 9,852,528 9,863,498


Sl.

No. Name of Item

Brand

Name

QTY-

(Set/Pcs)

Year of


Country of

Origin

Condition

when

Purchase

Estimated

Life

Remaining

Economic

Life



31.12.2019 USD $ BDT


Corporation



Dhaka

China Brand

New 15 14 15,400 1,292,984 1,297,668


Corporation



Dhaka

China Brand

New 15 14 25,200 2,098,404 2,106,006

240

PIPING

CUTTER

MACHINE

AROSTON 3 2019-2020 Naffco



BOX 17014, Dubai

UAE Brand

New 15 14 2,400 200,832 201,560

241 PP MACHINE BROTHER 3 2019-2020 Naffco



BOX 17014, Dubai

UAE Brand

New 15 14 1,800 150,930 151,477

242 SINGEL


Juki Singapore

Pte Ltd.


Cyberhub Singapore

Japan/China/T

aiwan

Brand

New 15 14 109,600 9,194,344 9,227,651

243 SPOT DRICTOR


Orpa

Corporation



Dhaka

China Brand

New 15 14 21,792 1,825,734 1,832,348

244 VELCRO

CUTTING CUTEX 11 2019-2020

Zoje Sewing

Machine Co.

Ltd.



China

China Brand

New 20 19 8,800 736,032 745,162

Total 1,138,671,498 913,065,397


(ix) Details of the machineries required to be bought by the issuer, cost of the machineries, name of the suppliers, date of placement of

the order and the date or expected date of supply, etc.

No machinery is required to be bought by the issuer except the machine to be bought from IPO proceeds. Details are given as

follows;

Acquesation of new machinary:

SL

NO DESCRIPTION BRAND Model Q.T.Y

UNIT

PRICE(USD) Total USD

Exchange

rate

(BDT)

Total Amount in

(BDT)

1 SINGEL NEEDLE JUKI 8700S 385 800.00 308,000.00 83.6 25,748,800.00

2 OVER LOCK 5T JUKI MO6716S 20 1,200.00 24,000.00 83.6 2,006,400.00

3 OVER LOCK 4T JUKI MO6700H 20 700.00 14,000.00 83.6 1,170,400.00

4 DUBBLE NEEDLE JUKI LH3568A 12 3,300.00 39,600.00 83.6 3,310,560.00

5 BARTECK JUKI LK1900AL 10 2,880.00 28,800.00 83.6 2,407,680.00

6 BUTTON STITCH JUKI LK91903A 13 2,900.00 37,700.00 83.6 3,151,720.00

7 CYCLE MACHINE JUKI AMS210ELH 5 8,850.00 44,250.00 83.6 3,699,300.00

8 EYELET HOLE JUKI MEB3200J 10 11,000.00 110,000.00 83.6 9,196,000.00

9 FLAT LOCK JUKI MA7723U1 10 1,200.00 12,000.00 83.6 1,003,200.00

10 FLAT LOCK (SB) JUKI MF7823U1 10 3,274.00 32,740.00 83.6 2,737,064.00

11 FLAT LOCK (HM) JUKI MF1823H1 10 3,275.00 32,750.00 83.6 2,737,900.00

12 KANSA KANSA DFB1411PP 10 1,480.00 14,800.00 83.6 1,237,280.00

13 KANSA LOOP KANSA DF1400 1H 12 1,295.00 15,540.00 83.6 1,299,144.00

14 BUTTON HOLE JUKI LBH 781U 10 1,700.00 17,000.00 83.6 1,421,200.00

15 FEET OF THE ARM JUKI MH1261MF 11 1,700.00 18,700.00 83.6 1,563,320.00

16 VELCRO CUTTING CUTEX TBC-50R 10 800.00 8,000.00 83.6 668,800.00

17 CHAIN STITCH JUKI HN 380 16 600.00 9,600.00 83.6 802,560.00

18 SNAP BUTTON ARTICA ARTICA-80 12 450.00 5,400.00 83.6 451,440.00

19 FUSING MACHINE HASHIMA 600B 2 8,000.00 16,000.00 83.6 1,337,600.00

20 THREAD CUTTING

MACHINE

UNISUM US100 2

850.00 1,700.00 83.6 142,120.00

21 COMPRASORE BOX JUKI 380F 2 2,380.00 4,760.00 83.6 397,936.00

22 LAY CUTTING

MACINE

JUKI EC3 4

379.24 1,516.96 83.6 126,816.57

23 CUTTING MACHINE KM KM 5 1,125.00 5,625.00 83.6 470,250.00

24 FABRICK CHECK

MACHINE

FT MX3 1

8,500.00 8,500.00 83.6 710,600.00

25 RECONE MACHINE RCT B2000C 1 480.00 480.00 83.6 40,128.00

26 PIPING CUTTER

MACHINE

AROSTON ARTICA-80 1

800.00 800.00 83.6 66,880.00

27 CAD MACHINE

MARKER

WINDA WINDA 1

12,000.00 12,000.00 83.6 1,003,200.00

28 COMPRESSOR KOMSAN DTEK-30 1 8,500.00 8,500.00 83.6 710,600.00

29 GENARATOR ATLAS 375K 2 30,000.00 60,000.00 83.6 5,016,000.00

30 STEEPLE MACHINE ARTICA AR8080 2 500.00 1,000.00 83.6 83,600.00

31 SPOT DRICTOR

MACHINE

MALKAN MLK65 1

3,632.00 3,632.00 83.6 303,635.20

32 PP MACHINE BROTHER SENB230429-D*20 2 600.00 1,200.00 83.6 100,320.00

33 NEEDLE DRICTOR HASHIMA HN-770G-100 1 9,800.00 9,800.00 83.6 819,280.00

34 IRON MAXL MAXL 8 61.00 488.00 83.6 40,796.80

35 IRON TABLE MALKAN MALKAN 7 250.00 1,750.00 83.6 146,300.00

36 LOCKSTITCH

SINGLE NEEDLE

SUNSTAR KM-350 A/B

8 690.00 5,520.00 83.6 461,472.00

37 BUTTON ATTACH JUKI MB-373 9 800.00 7,200.00 83.6 601,920.00

38 CUFF MACHINE SUNSTAR KM-380 2 900.00 1,800.00 83.6 150,480.00

39 VELCRO CUTTING CUTEX TBC-50R 3 1,500.00 4,500.00 83.6 376,200.00

40 CHAIN STITCH JUKI HN 380 5 700.00 3,500.00 83.6 292,600.00

41 FUSING MACHINE HASHIMA 600B 1 12,000.00 12,000.00 83.6 992,335.60

42 HIT SELLING

MACHINE

MAX 38*38 1

1,255.00 1,255.00 83.6 104,918.00

43 BOYLER MACHINE MALKAN MLK50KW 1 19,700.00 19,700.00 83.6 1,646,920.00

TOTAL 80,755,676.00

(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 is no such machinery, which is yet to be delivered.


(xi) If the plant is purchased in brand new condition, then it should be mentioned;

All plants and machinery of the Company were purchased in brand new condition.

DECLARATION RELATED TO MACHINERYBEING BRAND NEW

We certify that, all plants & machineries of Beka Garments and Textile Limited were purchased in brand new condition. There

are no re-conditioned or second-hand machineries installed in the Company.

Dated: January 27, 2020 Shiraz Khan Basak & Co. Place: Dhaka 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 has neither purchased any second hand or reconditioned machinery nor any plan to purchase in the future.

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

PHYSICAL VERIFICATION REPORT (BY THE ISSUE MANAGER) OF


This is to certify that we have visited the registered office and factory of Beka Garments and Textile Limited on 17

December, 2019 and we have found the registered office and factory as details below:

Visited and Accompanied by:

Particulars Name & Designation Company

Visited by

Md. Mohiuddin Mollah, Chief Executive Officer Shahajalal Equity Management

Limited

Mr. Barun Prasad Paul Managing Director & CEO

(CC) BD Finance Capital Holdings Limited

Accompanied by Boby N Diaz , Managing Director

Beka Garments and Textile Limited Sanjoy Roy, Chief Financial officer

Company Overview

Beka Garments and Textile Limited was incorporated as a Private Limited Company on 07 October 2010 under the Companies

act 1994. Subsequently, the Company was converted into a Public Limited Company by shares on 23 October, 2018.The

commercial operations of the company started on 07 June, 2011.The authorized and paid-up capital of the Company is as

follows:

Particulars Amount in Taka

Authorized Capital 1,500,000,000/-

Paid up Capital 102,000,000/-

The proposed IPO Size (in Tk.) 350,000,000/-

IPO Size (in share) 35,000,000/-

Face Value 10/-

Registered Office:

The Registered office of the Company is situated at PMP Plaza, 14, Kemal Ataturk Avenue, Banani C/A, Dhaka-1213.

Nature of Business:

Beka Garments and Textile Limited is 100% Manufacturing and Export Oriented Garments Company. The company was

incorporated as a Private Limited Company on 07 October 2010 under the Companies act 1994. Subsequently, the Company

was converted into a Public Limited Company by shares on 23 October, 2018.The commercial operations of the company

started on 07 June, 2011. The principal activities of the company are manufacturing and exporting readymade garments

product. The company is specialized in manufacturing Long Pant, Jacket, Rain Breaker, Short Pant, Swim Sports, Tennis

Shorts, Running Shorts, 5 Pocket Basic Pants, Cargo Pants, Bermuda Pants, Chino Pants, Jogger Pants, Jogging Pants,

Padding Jackets, Softball Jackets, Windbreakers, Ski Jacket, Fleece Jacket, Trucker Jacket, Trucker Jacket with ZIP

Detachable, Ladies Blouse, Ladies Cord Tops, Ladies Tops etc.

Products

The principal product of the Company is Long Pant, Jacket, Rain Breaker, Short Pant, Swim Sports, Tennis Shorts, Running

Shorts, 5 Pocket Basic Pants, Cargo Pants, Bermuda Pants, Chino Pants, Jogger Pants, Jogging Pants, Padding Jackets,


Softball Jackets, Windbreakers, Ski Jacket, Fleece Jacket, Trucker Jacket, Trucker Jacket with ZIP Detachable, Ladies

Blouse, Ladies Cord Tops, Ladies Tops etc.

Location of the Factory:

The factory is situated at Plot no-FS SFB 01, Adamjee Export Processing Zone Shiddirgonj, Narayangonj.

Description of Property:

We have identified the properties of Beka Garments and Textile Limited are as follows:


Lessor Address Area Rent/Sq.mtr/per

Annum

Term Remarks


Zones Authority (AEPZA)

Plot no-Plot No

178-179 Adamjee

Export Processing

Zone Shiddirgonj,

Narayangonj

5,803.55s

q.meter

(approx.)

US$ 153,213.72

(Land)

30 years


can be renewed by

mutual

understanding with

AEPZA


Zones Authority (AEPZA)

Plot no-FS SFB

01, Adamjee

Export Processing

Zone Shiddirgonj,

Narayangonj

9,084.68

sq. Meter

(approx.)

US$ 299,794.44

(Building)

02years


can be renewed by

mutual

understanding with

AEPZA

Factory Building:

During the course of our visit we have identified the registered office of Beka Garments and Textile Limited The factory

building is located in Plot no-FS SFB-0, Adamjee Export Processing Zone Shiddirgonj, Narayangonj.

A. Details of the status of the Existing (leasehold property) Building are discussed below:

Particulars Construction Materials Total Building(Sqft)/Rft

Total Area Usage

GF-Fabric Store RCC-Grade Beam, RCC-Floor Slab, RCC-Pillar, RCC-

Slab with Beam, RCC-Stair, RCC-Lintel, Brick Wall,

Plaster, Wall Paint, Inside wall- Plastic Paint, Outside

Wall- Weather Coat Thai Aluminum & 5mm Glass in

the window, Fire Door, M.S Grill in Window.

11,494 10,778

GF-Passage North 711 643

GF-Security Post-1 RCC-Grade Beam, RCC-Floor Slab, RCC-Pillar, RCC-




the window, Industrial Door, M.S Grill in Window.

378 340

GF-Ramp 260 236

GF-Middle Passage 83 74

GF-Medical Room & Child Care 400 363

GF-Main Gate/SecurityPost-

1(Middle)

RCC-Grade Beam, RCC-Floor Slab, RCC-Pillar, RCC-

Slab with Beam, RCC-Stair, RCC-Lintel, Partial Brick

Wall, Plaster, Wall Paint, Inside wall- Plastic Paint,

Outside Wall- Weather Coat.

565 510

GF-Loading/Unloading Area

Carpeting with All over pitch, around 5 inch brick wall

with plaster, wall paint.

378 340

GF-West toilet room 300 270

GF-East toilet 300 271

GF-Assembly point 8,532 7,687

GF-Car Parking 3,000 2,715

GF-CTPAT Area (Finished Goods) RCC-Grade Beam, RCC-Floor Slab, RCC-Pillar, RCC-




the window, Glass Door, CI Sheet Door, Fire Door, M.S

Grill in Window.

11,493 10,582

GF-Inspection Room 300 273

GF-Inspection Room 800 732

GF-Leftover store 300 270

GF-Drinking Water Area 80 72

GF-Septic Tank-1

Earth cutting in foundation, Single layer Polythene,

Single layer brick flat soling, Compacted sand filling,

Brick Wall, Roof slab, Plaster, Net- cement finishing,

Inlet & outlet piping system, Man hole cover.

200 180

GF-Septic Tank-2 200 182

GF-Water Reserver-1 (Hydrent

System) 345 311

GF-Water Reserver-2 300 271

GF-Water Reserver-3 300 271



Total Area Usage

GF-Boiler Room-1





the window, Glass Door, CI Sheet Door, Fire Door, M.S

Grill in Window.

133 119

Road-1 Carpeting with All over pitch, around 5 inch brick wall

with plaster. 6,000 5,400

Road-2 Carpeting with All over pitch, around 5 inch brick wall

with plaster. 2,567 2310

1st Floor-HR, Admin & Compliance

office






350 315

1st Floor-Packing Area 400 360

1st Floor-Worker Dinning 500 450

1st Floor-Prayer Area 130 117

1st Floor-Drinking Area west 80 72

1st Floor-Needle issue room 150 135

1st Floor-Spot Removing Area 90 81

1st Floor-Accessories store 449 404.1

1st Floor-HR & Time Section 150 135

1st Floor-Lab Room 120 108

1st Floor-Washing Room 100 90

1st Floor-IE & Head of production

Room 600 540

1st Floor-Idle Machine Room 377 339

1st Floor-North Passage 700 630

1st Floor-Middle Passage 800 720

1st Floor-Ramp 1,083 974

1st Floor-Staff Dining 200 180

1st Floor-Sewing floor 11,969 10,872

1st Floor-Finishing floor 11,969 10,872

2nd Floor-Accounts Room






250 225

2ndFloor-Merchandising Room 350 315

2nd Floor-Heat seal Area 400 360

2nd Floor-Compressor Room 120 108

2nd Floor-Embroidery keeping Area 150 135

2nd Floor-Drinking Area East 80 72

2nd Floor-Cutting Input Area 430 387

2nd Floor-Commercial Room 169 152

2nd Floor-Canteen Room 130 117

2nd Floor-Dinning Area West 80 72

2nd Floor-West toilet room 600 540

2nd Floor-North Passage 700 630

2nd Floor-Middle Passage 800 720

2nd Floor-Ramp 1,083 974

2nd Floor-East toilet 600 540

2nd Floor-Sub store RCC- Grade Beam, RCC- Pillar, Brick Wall with

Plaster 5" & 8', Iron structure on the top 2' 380 342

2nd Floor-Dining room RCC-Grade Beam, RCC-Floor Slab, RCC-Pillar, RCC-





600 540

2nd Floor-Cutting floor 12,069 10,962

2nd Floor-Sewing floor 12,069 10,962

3rd Floor-Sample Room RCC-Grade Beam, RCC-Floor Slab, RCC-Pillar, RCC-



Wall- Weather Coat Thai Aluminum & 5mm Glass in the

window, Industrial Door, M.S Grill in Window.

400 360

3rd Floor-Director Sir 350 315

3rd Floor-Ramp 1,083 974



Total Area Usage

3rd Floor-ED Office

Brick Wall Plaster, Wall Paint, Inside wall, Plastic

Paint, Outside Wall- Weather Coat, Thai Aluminum &

5mm Glass in window.

180 162

3rd Floor-North Passage

RCC-Grade Beam, RCC-Floor Slab, Wall Paint, Inside

wall- Plastic Paint, Outside Wall- Weather Coat, Profile

Sheet and Steel Structure

700 630

3rd Floor-Middle Passage 800 720

3rd Floor-West toilet room 600 540

3rd Floor-Maintenance room 120 108

3rd Floor-East toilet 600 540

3rd Floor-Dining room East 377 339

3rd Floor-Dining room West 377 339

3rd Floor-Drinking Area East 80 72

3rd Floor-GM Production office 200 180

3rd Floor-GM Quality office 150 135

3rd Floor-Drinking Area west 80 72

3rd Floor-General store 400 360

3rd Floor-Sewing floor( East)


Slab with steel Beam, Steel-Stair, RCC-Lintel, Brick

Wall, Plaster, Wall Paint, Inside wall- Plastic Paint,

Outside Wall- Weather Coat Thai Aluminum & 5mm

Glass in the window, Industrial Door, M.S Grill in

Window, decking sheet, Profile Sheet and Steel

Structure.

11,444 10,299

3rd Floor-Sewing floor(West)

RCC-Grade Beam, RCC-Floor Slab, Wall Paint, Inside

wall- Plastic Paint, Outside Wall- Weather Coat, Profile

Sheet and Steel Structure.

11,444 10,299

Shed-01 : Fire Hydrant Room

Brick Wall With Plaster & paint, RCC- Linden and Tin

shed

869 782

Shed-02 : Generator Room 300 270

Shed-03 : Boiler Room-2 350 315

Shed-04 : Empty Cartoon Room 400 360

Total 142,000 128,929

B. Plan and Machineries are found as follows:

Sl.

No Machinery Name

Quantity/

Pcs/Set

Sl.

No Machinery Name Quantity/ Pcs/Set

1. OVER LOCK 1,794 25 ZIG ZAG 11

2. CHAIN STITCH 232 26 BELCO CUTTING 2

3. BARTACK 569

27 PIPING CUTTER

MACHINE 3

4. TWO NEEDLE 1,030 28 VATICAL 11

5. SINGLE NEEDLE 2,275

29 WATER PRESSURE

SEALING 2

6. FABRICK CHECK

MACHINE 32

30 AUTO SINGLE NEEDLE 40

7. SNAP BUTTON 113 31 VELCRO CUTTING 11

8. LOCKSTITCH SINGLE

NEEDLE 10

32 SEAM SEALING 15

9. BUTTON STITCH 146 33 CUTTING MACHINE 70

10. CAD MACHINE 2 34 THREAD SUCHING 1

11. COMPRASORE BOX 7 35 MINI BOYLAR 6

12. END CUTTER MACHINE 5 36 FUSING MACHINE 35

13. BLIND STITCH 39 37 FEET OF THE ARM 225

14. BOILER 13 38 CYLINDER BED F/L 196

15. BOYLER MACHINE 4 39 DUBBLE NEEDLE 15

16. PUMP SET 1 40 PP MACHINE 3

17. NEEDLE DIRCTOR 13 41 EYELET HOLE 161

18. APW 22 42 GENERATOR 3

19. KANSA 483 43 I EAY HOLE 1

20. COMPRESSOR 10 44 FLAT LOCK 130

21. CUFF MACHINE 14 45 RECONE MACHINE 3


Sl.

No Machinery Name

Quantity/

Pcs/Set

Sl.

No Machinery Name Quantity/ Pcs/Set

22. SPOT DIRCTOR MACHINE 7 46 HIT SELLING MACHINE 10

23. CYCLE MACHINE 139 47 IRON TABLE 20

24. BUTTON HOLE 169

OTHERS:

Besides these assets, we have also found other assets like Office Equipment, Furniture & Fixture, Electrical Installation, Motor

Vehicle, Fire Hydren System, Extinguisher. It is also mentionable here that during our visit, we also checked Inventory register and

roster (Workers‟ duty register) and found total 2,136 numbers of employees. We also noticed that all machineries of BGTL are in

good condition and running well. We found the company in operation during our visit.

SIGNBOARD:

The signboard of the Company is well displayed at the registered office and factory premises and there is no other office-factory

within the said factory premises & corporate office building.

For the Issue Manager(s)

Sd/-




Sd/-




(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 issuer is not entitled to any intellectual property right or intangible asset.

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


WDV as on 31-Dec-2019 WDV as on 30.06.2019

Land Development 33,291,145 33,999,468

Factory Building & Other

Construction 205,822,429 211,066,102

Plant & Machinery 913,065,397 867,796,899

Boiler & compressor 33,249,370 33,362,548

Generator 21,757,590 22,386,550

Office Equipment 47,444,755 48,939,998

Furniture & Fixture 58,899,576 50,434,426

Electric Installations 29,116,921 25,115,808

Motor Vehicle 35,298,340 23,254,127

Fire Hydrant System 33,426,719 35,162,886

Fire Extinguisher 31,685,011 33,330,715

Total 1,443,057,253 1,384,849,526


F. PLAN OF OPERATION AND DISCUSSION OF FINANCIAL CONDITION

I. If the issuer has not started its commercial operation, the Company’s plan of operations for the period which would be required to

start commercial operation which shall, among others, include:

This section is not applicable for the issuer because the issuer (Beka Garments and Textile Limited) started its commercial operation

on 7th June, 2011.

II. If the issuer had been in operation, the issuer’s revenue and results of operation, financial position and changes in financial position

and cash flows for the last five years or from commercial operation, which is shorter, shall be furnished in tabular form which shall,

among others, include the following information:

Statement of Financial Position of the Company is as under

Particulars

Amount in Taka

31-Dec-19 30 June,2019 30 June,2018

(Restated)* 30 June,2017 30 June,2016 30 June,2015

Assets

Non-Current Assets: 1,617,771,694 1,576,868,826 1,145,560,422 869,860,660 726,128,249 407,693,518

Property, Plant and

Equipment* 1,443,057,253 1,384,849,526 973,596,737 802,049,248 662,714,087 391,964,926

Capital Work in progress 174,714,441 192,019,300 171,963,685 67,811,412 63,414,162 15,728,592

Current Assets: 1,218,460,744 1,142,011,430 953,772,116 768,334,490 735,209,941 565,289,033

Inventories 468,595,155 452,970,587 367,314,880 231,911,290 205,769,590 140,749,225

Trade and Other

Receivables* 607,300,170 610,367,329 563,838,764 517,960,810 511,517,579 406,158,173

Advance, Deposits and

Prepayments 53,725,167 10,141,713 16,941,474 17,384,282 16,339,816 15,312,588

Cash and Cash

Equivalents 88,840,252 68,531,801 5,676,998 1,078,107 1,582,956 3,069,047

Total Assets 2,836,232,438 2,718,880,256 2,099,332,538 1,638,195,150 1,461,338,190 972,982,551

Shareholders' Equity & Liabilities

Shareholders' Equity: 2,541,041,497 2,409,533,860 1,580,956,396 1,323,448,193 1,041,181,953 758,606,226

Share Capital 1,020,000,000 850,000,000 3,400,000 3,400,000 3,400,000 3,400,000

Retained Earnings* 1,521,041,497 1,559,533,860 1,329,056,396 1,071,548,193 789,281,953 506,706,226

Share Money Deposit - - 248,500,000 248,500,000 248,500,000 248,500,000

Non-Current Liabilities: 184,612,300 177,824,373 285,262,778 109,365,880 180,839,468 81,015,061

Long Term Loan (Non-

Current Portion) 184,612,300 177,824,373 285,262,778 109,365,880 180,839,468 81,015,061

Current Liabilities: 110,578,641 131,522,023 233,113,364 205,381,077 239,316,769 133,361,264

Trade and Other

Payables 23,472,833 23,910,402 29,520,212 29,112,636 23,455,896 28,689,090

Short Term Borrowings 28,100,519 25,267,667 99,739,682 83,930,278 121,447,839 23,545,170

Bank Overdraft/SOD - - 55,016,197 48,959,254 46,785,204 36,167,610

Current Portion of Long

Term Loan 25,216,800 47,813,703 15,204,000 10,300,000 10,300,000 10,300,000

Liabilities for Expenses 33,788,489 34,530,250 33,633,272 33,078,909 37,327,830 34,659,394

Total Shareholders'

Equity & Liabilities 2,836,232,438 2,718,880,256 2,099,332,538 1,638,195,150 1,461,338,190 972,982,551

Net Assets Value (NAV)

per share* 24.91 28.35 3,918.99 31,616.12 23,314.18 15,003.12

BEKA GARMENTS AND TEXTILE LIMITED Comparative Statement of Comprehensive Income


31-Dec-2019 30-06-2019 30-06-2019) FY(2016-2017) FY(2015-2016) FY(2014-2015)

Sales Revenue 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101

Less: Cost of Goods

Sold* (836,846,196) (1,678,884,652) (1,659,453,629) (1,615,000,507) (1,544,330,070) (1,219,331,904)

Gross Profit 226,853,328 484,528,128 475,173,407 495,131,512 484,315,276 382,847,197

Operating Expenses (82,164,428) (159,916,049) (150,031,090) (168,513,251) (152,562,659) (133,651,532)

Administrative

Expenses* (49,205,157) (97,699,849) (91,493,544) (109,833,047) (97,496,363) (86,558,982)

Selling &

Distribution

Expense* (32,959,271) (62,216,200) (58,537,546) (58,680,204) (55,066,295) (47,092,550)

Profit from

Operation 144,688,900 324,612,079 325,142,317 326,618,261 331,752,617 249,195,665



31-Dec-2019 30-06-2019 30-06-2019) FY(2016-2017) FY(2015-2016) FY(2014-2015)

Non-Operating

Expenses

Finance Cost (15,257,388) (45,298,944) (69,064,618) (45,297,621) (50,022,390) (18,648,498)

Other Income* 2,076,124 1,163,828 1,430,505 945,600 845,500 600,000

Profit before Tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,167

Provision for

Income Tax - - - - - -

Net Profit after tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,167

Other

Comprehensive

Income for the year - - - - - -

Total

Comprehensive

Income for the year 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,167

Earnings Per Share

(EPS) Basic* 1.29 6.58 8.53 11.21 11.22 9.23

Earnings Per Share

(EPS) Diluted 1.29 2.75 2.52 2.77 2.77 2.27

Changes in Financial Position

Particulars Share Capital Retained Earnings Total Equity

As at Dec 30, 2019 1,020,000,000 1,521,041,497 2,541,041,497

As at June 30, 2019 850,000,000 1,559,533,860 2,409,533,860

As at June 30, 2018 3,400,000 1,329,056,396 1,332,456,396

As at June 30, 2017 3,400,000 1,071,548,193 1,074,948,193

As at June 30, 2016 3,400,000 789,281,953 792,681,953

As at June 30, 2015 3,400,000 506,706,226 510,106,226

Statement of Cash Flows:

Particulars

Amount in Taka

31-Dec-2019

(6-Month) FY(2018-2019) 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15

A. Cash Flows from Operating Activities:

Received from

Customers 1,067,334,059 2,116,985,863 2,089,153,026 2,103,688,788 1,923,285,940 1,375,184,655

Paid to Suppliers (608,659,161) (1,287,862,880) (1,345,091,585) (1,212,002,838) (1,232,406,757) (925,874,622)

Paid to Employee (183,447,139) (355,946,615) (359,428,467) (357,898,794) (304,650,557) (255,516,593)

Paid for

Manufacturing &


Received from

Others Sources 232,227 445,670 755,250 725,484 646,900 384,513

Net Cash Generated

from operation

Activities

142,447,452 281,777,353 192,924,535 339,931,119 192,756,674 23,683,751

B. Cash Flows from Investing Activities:

Acquisition of

Property, Plant and

Equipment (29,373,642) (153,078,785) (218,047,309) (184,144,113) (305,078,075) (94,637,168)

Paid for Capital

Work In Progress (65,808,367) (364,944,918) (104,152,273) (4,397,250) (47,685,570) (15,728,592)

Net Cash Flows from

Investing Activities (95,182,009) (518,023,702) (322,199,582) (188,541,363) (352,763,645) (110,365,760)

C. Cash Flows from Financing Activities:

Long Term Loan

Received/(Payment) (15,808,976) (74,828,701) 180,800,898 (71,473,588) 99,824,407 91,315,061

Short Term Loan

Received/(Payment) 2,832,851 (74,472,015) 15,809,404 (37,517,561) 97,902,669 (51,708,720)

Bank

Overdraft/SOD

Received/(Payment) - (55,016,197) 6,056,943 2,174,050 10,617,594 36,167,610

Share Money

Deposit - 549,806,330 - - - 24,568,500


Particulars

Amount in Taka

31-Dec-2019

(6-Month) FY(2018-2019) 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15

Share Money

Refund (1,705,830)

Paid for Financial

Expenses (15,257,388) (45,298,944) (69,064,618) (45,297,621) (50,022,390) (18,648,498)

Net Cash flow from

Financing Activities (28,233,513) 298,484,643 133,602,627 (152,114,720) 158,322,280 81,693,953

D. Net

Increase/(Decrease)

of Cash and Cash

Equivalents

(A+B+C)

19,031,930 62,238,294 4,327,580 (724,964) (1,684,691) (4,988,056)

E. Cash and Cash

Equivalents at the

beginning of the year

68,531,801 5,676,998 1,078,107 1,582,955 3,069,047 7,841,616

F. Foreign Exchange

Gain/(loss) 1,276,521 616,510 271,311 220,116 198,600 215,487

G. Cash and Cash

Equivalents at the

end of the year

(D+E+F)

88,840,252 68,531,801 5,676,998 1,078,107 1,582,955 3,069,047

NET OPERATING

CASH FLOWS PER

SHARE (NOCFPS)

1.40 6.61 6.39 135.03 76.60 9.54

a) Internal and external sources of cash:

The internal sources of cash of the Company are the share capital and retained earnings. The external sources of cash are

bank loans.

Particulars Amounts In Taka


Internal Sources of Cash:

Paid up Capital 1,020,000,000 850,000,000 3,400,000 3,400,000 3,400,000 3,400,000

Retained

Earnings 1,521,041,497 1,559,533,860 1,329,056,396 1,071,548,193 789,281,953 506,706,226

Sub-Total 2,541,041,497 2,409,533,860 1,332,456,396 1,074,948,193 792,681,953 510,106,226

External Sources of Cash:

Share Money

Deposit - - 248,500,000 248,500,000 248,500,000 248,500,000

Long Term Loan 209,829,100 225638076 300,466,778 109,365,880 180,839,468 81,015,061

Sub-Total 209,829,100 225,638,076 548,966,778 357,865,880 429,339,468 329,515,061

Grand Total 2,750,870,596 2,635,171,936 1,881,423,174 1,432,814,073 1,222,021,421 839,621,287

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

BGTL has no other material commitments for capital expenditures except for those mentioned in the “Utilization of IPO

proceeds” in this prospectus.

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 business volume.

Particulars Amount in taka

31-Dec-19 30-June-19 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15

Revenue 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101

Gross Profit 226,853,328 484,528,128 475,173,407 495,131,512 484,315,276 382,847,197

Net profit Before tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,166

Net profit After tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,166

Revenues:

Production capacity has been increased in every year by installing plant and machinery. Resultant, period to period

changes in revenues have arisen.

Cost of goods sold:

The increase in the cost of goods sold in period to period is in the line with sales volume.


Other operating expenses:

The increase of operating expenses in period to period is in line with production and sale volume.

Net income:

Net income increased in the period to period is in line with sales volume.

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

The requirement of Garments product is all around the year in almost the same volume, since the demand remains more

or less the same in all seasons. Therefore, the seasonal aspect does not significantly affect the Company’s business and Beka

Garments and Textile Limited supplies its products to its permanent buyers, who provide sufficient purchase orders to

work throughout the year. As a result, no seasonal aspects adversely affect the business of BGTL.

e) Any known trends, events or uncertainties that may have a material effect on the issuer’s future business;

The known events that may affect the business operations of the Company are:

Decrease in demand for the readymade garment’s products in the international market;

Increased production cost;

The scarcity of raw materials;

The entrance of new Technology;

Increased competition;

Govt. Policy changes towards the industry;

Political unrest;

Natural disaster.

f) Any assets of the Company used to pay off any liabilities:

None of the operating assets of the Company has been disposed of to liquidate any liabilities of the Company.

g) Any loan is taken from or given to any related party or connected person of the issuer with details of the same;

The Company has no associate, subsidiary or holding Company. So no loan was taken from or given to aforesaid.

h) Any future contractual liabilities the issuer may enter into within next one year, and the impact, if any, on the financial

fundamentals of the issuer;

The Company has no plan to enter into any contract creating future liabilities for the Company except for those which are

created in the normal course of business activities.

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

The Company does not have any plan for future capital expenditure except for those mentioned in the “Use of IPO

Proceeds” section above in this prospectus.

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:

Beka Garments and Textile Limited is 100% export oriented. The government of Bangladesh has declared that there is no

VAT on 100% export-oriented project except local sale by the Bangladesh Gazette dated June 06, 2013 General Order No.

25/VAT/2013. As such, The Company does not have any outstanding VAT as on June 30, 2019. The Company VAT

registration no: 21091008140 and area code: 210301

Income Tax:

As per certificate of the Deputy Commissioner of Taxes, The Company’s E-TIN No-857525397754 Tax Circle-079

(Companies), Taxes Zone -04, Dhaka. For the assessment of the Company, Income Tax Return has been submitted and the

assessment is under process. The applicable tax rate is 12.0% being 100% export-oriented Company. Year-wise Income

Tax status of the Company is depicted below:

Income Year Assessment Year Profit Before Tax Income Tax Liability Status

2018-2019 2019-2020 280,476,964

Enjoying Tax

Holiday

Return will be submitted in due time

2017-2018 2018-2019 257,508,204 Assessment Completed



2014-2015 2015-2016 231,147,167

Customs Duty and other tax liability: Customs duty is not applicable to the Company. There is no customs duty or other

tax liability of the Company as on 30 June, 2019.

Contingent Liability: There exists no situation involving BGTL for which any liability for the Company is most likely to

occur or which may create any possibility of the Company’s liability in the near future.

k) Any financial commitment, including lease commitment, the Company had entered into during the past five years or from

commercial operation, which is shorter, giving details as to how the liquidation was or is to be effected;

The Company has no financial commitment, including lease commitment, during the past five years.


l) Details of all personnel related schemes for which the company has to make provision for in future years;

Particulars

Bonus The Company Pays two festival bonuses @ 100% of basic salaries.

Yearly Increment/ Promotions Employees are awarded with a minimum increment of at least 10% of salary and promotion

for extra ordinary performances.

Group Insurance The company has established group insurance policy with Continental Insurance Limited

for its permanent employees.

Provident Fund The company has been maintaining a recognized contributory provident fund for all of its

permanent executives. The fund is administrated by a board of trustee and is funded by

8.33% contributions from the salaries equally by the employees and the company.

Medical Treatment Facility Employees of BEKA Garment and Textile Limited receive medical treatment facility for

any kind of injury during the course of their service in the company.

Leave encashment Employees are entitled to enjoy encashment against leave (Annual only) if not enjoyed

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

The following amount, to be paid to the Issue Manager, Underwriters and other costs are as follows:

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;

Beka Garments and Textile Limited has not revalued any of its assets up to 30 June, 2019.

Sl.

No Particulars Nature of Expenditure

Amount in Tk.

(approx.)

Issue Management Fees 4,025,000

1 Manager to the Issue Fee 1% on the public offer amount 3,500,000

VAT against Issue Management Fees @ 15% on Issue Management Fees 525,000

Listing Related Expenses 6,180,000

2

Application Fee for Stock Exchanges Tk. 50,000 for each exchanges 100,000

Listing Fee for Stock Exchanges (DSE & CSE)

0.25% on Tk. 10 crore of paid-up capital and

0.15% on the rest amount of paid-up capital;

minimum Tk. 50,000 and Maximum Tk. 10

million for each exchange

4,310,000

Annual Fee for DSE & CSE

@ 0.05% on Tk. 100 Crore of paid-up capital

and 0.02% on the rest amount of paid-up

capital; minimum Tk. 50,000 and Maximum Tk.

6 lacs for each exchanges

1,370,000

Electronic Bidding Fee Fixed 400,000

BSEC Fees 1,450,000

3 Application Fee Fixed 50,000

BSEC Consent Fee Fee @ 0.40% on the public offering amount 1,400,000

IPO Commission 812,500

4 Underwriting Commission Commission @ 0.50% on underwritten amount 612,500

5 Auditors' Certification Fees At Actual 200,000

CDBL Fees and Expenses 814,000

5

Security Deposit At Actual 500,000

Documentation Fee At Actual 2,500

Annual Fee At Actual 100,000

Connection Fee At Actual 6,000

IPO Fees @0.015% of issue size+0.015% of Pre- IPO paid

up capital 205,500

Printing and Post IPO Expenses 8,700,000

6

Publication of Prospectus Estimated (to be paid at actual) 600,000

Notice in 4 daily newspaper Estimated (to be paid at actual) 800,000

Notice for Prospectus, Lottery, Refund etc. in

4 daily newspaper Estimated (to be paid at actual) 250,000

Lottery Conducting Expenses & BUET Fee Estimated (to be paid at actual) 600,000

Collection of Forms, Data Processing and

Share Software Charge Estimated (to be paid at actual) 6,000,000

Courier Expenses Estimated (to be paid at actual) 200,000

Stationeries and other expenses Estimated (to be paid at actual) 250,000

Total 21,981,500


o) Where the issuer is a holding/ subsidiary Company, full disclosure about the transactions, including its nature and amount, between

the issuer and its subsidiary/holding company, including transactions which had taken place within the last five years of the issuance

of the prospectus or 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;

Beka Garments and Textile Limited has neither subsidiary nor it is operated under a holding Company nor does it have any

associate Company. Hence, no transaction has taken place.

p) Financial Information of Group Companies: 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;

The Company has no subsidiary/holding Company or associate Company. Therefore, no transaction has taken place. However,

the Directors of the Company are involved in other companies which are disclosed in the brief information about Directors.

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;

The issuer Company is not a banking Company, insurance Company, non-banking financial institution or any other Company

which is regulated and licensed by another primary regulator for this reason this subsection is not applicable for the Issuer.

r) A report from the Auditors regarding any allotment of shares to any person for any consideration otherwise than cash along with

the relationship of that person with the issuer and rationale of issue price of the shares;

CERTIFICATION REGARDING ANY ALLOTMENT OF SHARES TO ANY PERSON FOR ANY CONSIDERATION

OTHERWISE THAN CASH ALONG WITH RELATIONSHIP

OF THAT PERSON WITH THE ISSUER

This is to clarify that, Beka Garments and Textile Limited has not allotted any Shares other than Cash except issuance of a

Bonus Share as on 06 October, 2018 for 499,995 Shares @ Tk.10.00 and 26 December, 2019 for 17,000,000 Shares @ Tk.10.00

each to the existing Shareholders. A table is given below regarding the allotment of shares to any person for any consideration

otherwise than cash along with the relationship of that person with the issuer and rationale of the issue price of the shares:

SL.


Relation with the

issuer

No of Shares Issue

price

Total No.

Share 06-10-18 26-12-19

1. Micky Diaz Chairman 761,000 2,729,458 10 3,490,458

2. Boby N Diaz

Managing

Director 358,950 2,659,914 10 3,018,864

3. Bani Diaz Director 105,000 815,890 10 920,890

4. Jhonathan Brook Diaz Director 105,000 815,890 10 920,890

5. Md. Shaiful Islam Shareholder 20,000 20,000 10 40,000

6. Aurun Kanti Bisawas Shareholder 50,000 20,000 10 70,000

7. Impex Trading Company Shareholder 20,000 88,000 10 108,000

8. Mohammad Haroon Kamal Shareholder 40,000 120,000 10 160,000

9. Nurjahan Begum Shareholder 30,000 20,000 10 50,000

10. Aileen Rachael Pereira Shareholder 50,000 35,739 10 85,739

11. Universal Equity Management Ltd Shareholder 1,250,000 - 10 1,250,000

12. Md. Farid Ahmed Shareholder 75,000 - 10 75,000

13. Shameem Ahsan Shareholder 115,000 100,000 10 215,000

14. Ahmed Tawfiqur Rahman Arnab Shareholder 30,000 100,000 10 130,000

15. Global Shoes & Textiles Ltd. Shareholder 30,000 200,000 10 230,000

16. Sanjoy Roy Shareholder 125,000 57,500 10 182,500

17. Santona Dutta Shareholder 25,000 10,000 10 35,000

18. Md. Afzalur Rahman Shareholder 187,500 109,500 10 297,000

19. Md. Mahbuber Rahman Shareholder 187,500 1,402,109 10 1,589,609

20. Shammi Akther Shibly Shareholder 20,000 30,000 10 50,000

21. Md. Majibur Rahman Shareholder 30,000 20,000 10 50,000

22. S M Khurshid-Ul Alam Shareholder 10,000 10,000 10 20,000

23. Professor Dr. Suvamoy Datta Shareholder 45,000 20,000 10 65,000

24. Md. Foysol Alam Shareholder 25,000 10,000 10 35,000

25. BMSL Investment Limited Shareholder 30,000 - 10 30,000

26. Farjana Rahman Shareholder 20,000 100,000 10 120,000

27. Md. Matiur Rahman Shareholder 40,000 80,000 10 120,000

28. Howa Nur Begum Shareholder 30,000 20,000 10 50,000

29. T.M Jobaer Shareholder 10,000 20,000 10 30,000


SL.


Relation with the

issuer

No of Shares Issue

price

Total No.

Share 06-10-18 26-12-19

30. Abu Bakar Siddique Shareholder 50,000 20,000 10 70,000

31. Kazi Tareq Shams Shareholder 1,000,000 - 10 1,000,000

32. F.A. Trading Corporation Shareholder 45,000 - 10 45,000

33. Abaci Investments Limited (MDA) Shareholder 30,000 - 10 30,000

34. Andrea Jacob Shareholder 50,000 20,000 10 70,000

35.

Bangladesh Finance And Investment

Company Limited Shareholder - 102,000 10 102,000

36. BD Finance Securities Ltd Shareholder - 52,000 10 52,000

37. Anwar Ispat Ltd Shareholder - 2,000 10 2,000

38. NRB Equity Management Limited Shareholder - 180,000 10 180,000

39. Abul Hasan Shareholder - 40,000 10 40,000

40. Chandan Roy Shareholder - 50,000 10 50,000

41. Uttara Finance & Investment Ltd Shareholder - 1,600,000 10 1,600,000

42. Md. Helal Uddin Talukder Shareholder - 60,000 10 60,000

43. Md. Arifijjaman Shareholder - 40,000 10 40,000

44. Md. Bakiul Karim Majumder Shareholder - 20,000 10 20,000

45. Md. Razaul Karim Shareholder - 20,000 10 20,000

46. Md. Saifuddin Khaled Shareholder - 40,000 10 40,000

47. Abdullah Al Mamun Shareholder - 20,000 10 20,000

48. Md. Saiful Azam Shareholder - 12,000 10 12,000

49. Mirza Mohammad Mamun Sadat Shareholder - 12,000 10 12,000

50. Shah Muhammad Itteda Hasan Shareholder - 12,000 10 12,000

51. Popular Life Insurance Company Ltd. Shareholder - 400,000 10 400,000

52. Ananda Jewelers Shareholder - 20,000 10 20,000

53. Brothers Trading Shareholder - 50,000 10 50,000

54.

Abu Taiyab Mohammad Tahmidur

Rahman Shareholder - 10,000 10 10,000

55. Shusil Chandra Shareholder - 10,000 10 10,000

56. Ashok Kumer Pandit Shareholder - 10,000 10 10,000

57. Raquibul Hassan Shareholder - 20,000 10 20,000

58. Kazi Mostafizur Rahman Shareholder - 60,000 10 60,000

59. Kazi Abu Taher Shareholder - 20,000 10 20,000

60. Mohammad Fakrul Alam Shareholder - 20,000 10 20,000

61. Md. Fazlul Haque Shareholder - 20,000 10 20,000

62. Nasrin Akter Shareholder - 20,000 10 20,000

63. Md.Rustom Ali Howlader Shareholder - 19,800 10 19,800

64. Md.Rashiduzzaman Shareholder - 12,400 10 12,400

65. Md.Riaz Haider Shareholder - 10,000 10 10,000

66. Mamun Hossain Shareholder - 4,000 10 4,000

67. Jannatun Nesa Shareholder - 10,000 10 10,000

68. Md. Nizamul Haque Shareholder - 30,000 10 30,000

69. Md.Shakhawat Hossain Shareholder - 10,000 10 10,000

70. Md.Ashiqur rahman Shareholder - 60,000 10 60,000

71. Abdur Razzak Shareholder - 20,000 10 20,000

72. Mohd.Mahbubul Alam Shareholder - 10,000 10 10,000

73. Jabia Zahan Shareholder - 10,000 10 10,000

74. Md.Shamim Hasan Shareholder - 24,000 10 24,000

75. Md.Hasan Imam Shareholder - 5,200 10 5,200

76. Md.RuhulAmin Mollah Shareholder - 40,000 10 40,000

77. Md. Md.Soyeb Hasan Shareholder - 21,000 10 21,000

78. Sultana Parvin Shareholder - 20,000 10 20,000

79. Md.Mansur Kabir Shareholder - 12,000 10 12,000

80. Md.Arifur Rahman Shareholder - 20,000 10 20,000

81. Md.Jahangir Hossain Mollah Shareholder - 40,000 10 40,000

82. Siran Bin Sarwar Shareholder - 10,000 10 10,000

83. Md. Baktiar Uddin Shareholder - 10,000 10 10,000

84. Md. Towhidur Rahman Shareholder - 9,800 10 9,800

85. Md. Didar Alam Shareholder - 10,000 10 10,000


SL.


Relation with the

issuer

No of Shares Issue

price

Total No.

Share 06-10-18 26-12-19

86. Abu Sadat Md Sayem Shareholder - 100,000 10 100,000

87. Md. Azharul Islam Khan Shareholder - 20,000 10 20,000

88. Bengal Assets Holdings Ltd Shareholder - 1,644,000 10 1,644,000

89. BRB Securities Limited Shareholder - 200,000 10 200,000

90. Marjahan Akter Shareholder - 40,000 10 40,000

91. Bikrampur Potato Flackes Industries Ltd. Shareholder - 326,000 10 326,000

92. Md. Jahirul Islam Shareholder - 20,000 10 20,000

93. Chittagong Pesticides & Fisheries Ltd Shareholder - 125,800 10 125,800

94. Kajal Saha Shareholder - 22,000 10 22,000

95. Mohammad Atiqul Alam Shareholder - 30,000 10 30,000

96. Alak Chandra Sarkar Shareholder - 30,000 10 30,000

97. Rabindra Nath Sarker Shareholder - 30,000 10 30,000

98. Md. Saiful Islam Shareholder - 40,000 10 20,000

99. Md. Shafiqur Rahman Shareholder - 20,000 10 40,000

100. Shamima Nasir Shareholder - 20,000 10 20,000

101. Mallik Rowshan Alam Shareholder - 10,000 10 10,000

102. Farhana Parvin Shareholder - 10,000 10 10,000

103. AKM Ehsanullah Shareholder - 6,000 10 6,000

104. Md. Rakibul Hasan Shareholder - 10,000 10 10,000

105. Md. Sadequz zaman Shareholder - 10,000 10 10,000

106. Md. Sanirul Islam Shareholder - 20,000 10 20,000

107. Ruma Sarker Shareholder - 20,000 10 20,000

108. Mohammad Asraful Alam Shareholder - 20,000 10 20,000

109. Juran Chandra Bhowmik Shareholder - 100,000 10 100,000

110. Mir Md. Zainul Abedin Shibly Shareholder - 20,000 10 20,000

111. Md. Shamsul Haque Shareholder - 20,000 10 20,000

112. AKM.Monzurul Kabir Shareholder - 10,000 10 10,000

113. SK Trims & Industries Ltd Shareholder - 200,000 10 200,000

114. Salma Shareholder - 100,000 10 100,000

115. Md. Alamgir Hossain Shareholder - 272,000 10 272,000

116. Shaheda Akter Shareholder - 110,000 10 110,000

117. Helen Rahman Shareholder - 183,333 10 183,333

118. Hafsa Alam Shareholder - 166,667 10 166,667

119. Salman Haider Chowdhury Shareholder - 50,000 10 50,000

Total 4,999,950 17,000,000 10 21,999,950

Dated: January 27, 2020 Shiraz Khan Basak & Co.

Dhaka 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 statement of financial position, compressive statement of income and earnings per

share for the next three accounting years as per the issuers own assessment.

Beka Garments and Textile Limited started its commercial operation in 07 June, 2011

u) Discussion on the results of operations shall inter-alia contain the following:

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

expenditure;

There was no significant adjustment given by the auditors during the last financial year. Summary of the financial results

and operations are presented below;



Revenue 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101




Gross Profit 226,853,328 484,528,128 475,173,407 495,131,512 484,315,276 382,847,197

Net profit Before tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,166

Net profit After tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,166

Earnings Per Share

(EPS) Basic* 1.29 6.58 8.53 11.21 11.22 9.23

Earnings Per Share

(EPS) Diluted 1.29 3.30 3.03 3.32 3.32 2.72

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



Revenue 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101

Gross Profit 226,853,328 484,528,128 475,173,407 495,131,512 484,315,276 382,847,197

Net Profit Before Tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,166

Total Assets 2,836,232,438 2,718,880,256 2,099,332,538 1,638,195,149 1,461,338,190 972,982,551

Paid up Capital 1,020,000,000 850,000,000 3,400,000 3,400,000 3,400,000 3,400,000

Retained Earnings 1,521,041,497 1,559,533,860 1,329,056,396 1,071,548,193 789,281,953 506,706,226

No. of Share 102,000,000 85,000,000 340,000 340,000 340,000 340,000

Face Value 10 10 10 10 10 10

NAV per share 24.91 28.35 3,918.99 31,616.12 23,314.18 15,003.12

Earnings per share

(Basic)

1.29 6.58 8.53 11.21 11.22 9.23

Earnings per share

(Diluted)

1.29 3.30 3.03 3.32 3.32 2.72

3. The income and sales on account of major products or services;

Since, the Company is engaged in the business of Readymade Woven Garments products which contribute 100% of the total

revenue.

The details of Woven Garments products are given below:

1. Long Pant

2. Jacket

3. Rain Braker

4. Short Pant

5. Swim Sports

6. Tennis Shorts

7. Running Shorts

8. 5 Pocket Basic Pants

9. Cargo Pants

10. Bermuda Pants

11. Chino Pants

12. Jogger Pants

13. Jogging Pants

14. Padding Jackets

15. Softball Jackets

16. Windbreakers

17. Ski Jacket

18. Fleece Jacket

19. Trucker Jacket

20. Trucker Jacket with ZIP Detachable

21. Ladies Blouse

22. Ladies Cord Tops

23. Ladies Tops

The sales as per 31 December, 2019 more than 10% of the company’s total revenues are:

Particulars Amount in Taka Contribution on sales

Short Pant 137,032,985 13%

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.

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.


v) Comparison of the recent financial year with the previous financial years of 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:

Particulars Dec 31,2019 June 30,2019 June 30, 2018 June 30, 2017 June 30, 2016 June 30, 2015

Revenue 1,063,699,524 2,163,412,780 2,134,627,036 545,810,223 2,163,412,780 2,134,627,036

Cost of Goods Sold (836,846,196) (1,678,884,652) (1,659,453,629) (1,615,000,507) (1,544,330,070) (1,219,331,904)

Gross Profit 226,853,328 484,528,128 475,173,407 495,131,512 484,315,276 382,847,197


Net Profit before Tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,167

Net Profit after Tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,167

1) Unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of

income, change in accounting policies and discretionary reduction of expenses etc.

There are no unusual or infrequent events or transactions including unusual trends on account of business activity, unusual

items of income, 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 may 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;

The known events that may affect the business operations of the Company are:

The decrease in demand for the readymade garment’s products in the local and international market,

Increased production cost

The scarcity of raw materials,

Technological change,

Increased competition

Govt. Policy changes towards the industry,

Political unrest & Hartal

Flood and natural calamities.

4) Future changes in the relationship between costs and revenues, in the case of events such as a future increase in labor or

material costs or prices that will cause a material change are known;

Future is always uncertain and the company is aware of that. In future, labor price or material price may change and

business may be affected. However, revenue is always adjusted with production cost. So, any change in cost factor will

be reflected in sale 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;

We are expecting the increased net sales or revenue because of sales volume, new product line, and sales price. It is

forecasted that we will be able to increase our net sales or revenue of around 10%-15% percent on an average for the next

3 years.

6) Total turnover of each major industry segment in which the issuer operated;

2018-2019 11,346,712,968.67

2017-2018 9,542,169,233.33

Sources: Annual Report and Prospects.

Revenue is calculated by using revenue of 3 similar companies such as Hwa Well Textiles (BD) Limited, Envoy Textile

Limited & Saiham Textile Limited.

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;

BGTL 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 BGTL.

w) Defaults or rescheduling of borrowings with financial institutions/banks, conversion of loans into equity along with reasons

thereof, lock out, strikes and reasons for the same etc.

The Company has neither rescheduled its borrowings with financial institutions/banks nor converted its loans into equity.

There has been no lockout, strikes etc.


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 / 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 five years and it had not any material effect on the

profits/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 from any Court of Law or competent authority during the entire life of the

Company’s business.

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

Technology

Technology is the prime concern of any production process. Beka Garments and Textile Limited has been using modern

machineries and technologies in order to manufacture woven garments products. Its manufacturing process is heavily

technology driven, dynamic in nature with cutting edge technology imported from different countries. Ring Shine Textiles

Limited has modern research and development facilities, up-to-date water generation and fire management system

supervised by expert professionals.

Market

Bangladesh is one of the largest producers of textiles and garments products. Abundant availability of raw materials and

cheap labour has made the country a sourcing hub. With the improvement of the Textile & RMG sector in Bangladesh a

lot of backward linkage industries have been established to support the Textile & RMG. Dyeing industry is one of the most

important backward linkage industries for the Textile & RMG, the demand of which is increasing day by day considering

the development of the Textile & RMG.

Managerial competence

All the members of the management team of the company are highly qualified, trained & skilled professionals, well

experienced and extremely devoted. The management team is led by Boby N Diaz, Managing Director acts for the best

interest of the company. The expert team of Beka Garments and Textiles Limited, which consists of a good number of

professionals from various disciplines, is seasoned and experienced enough to use the facilities for production to fulfill the

demand of target customers. Successive strong financial performance is the result of unwavering commitment of the

promoters, management efficiency, employees‟ sincerity, use of appropriate technology.

Capacity builds up

BGTL always tries to enhance its capacity with the contemporary technology and customer demand. The company is

continuously investing and deploying enough resources including human resources to accelerate & retain its sustainability.

aa) Changes in accounting policies in the last three years;

The management of the Company has not changed any accounting policies in the last three years.

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;

STATEMENT REGARDING SIGNIFICANT DEVELOPMENTS

SUBSEQUENT TO THE LAST FINANCIAL YEAR

This is to certify that in our opinion, there have no such circumstances arisen since the date of the last financial statements

as disclosed in prospectus which materially and adversely affect or is likely to affect the trading or profitability of the

Beka Garments and Textile Limited or the value of its assets, or its ability to pay its liabilities within the next twelve

months.

Sd/-

Micky Diaz

Chairman

Sd/-

Boby N Diaz

Managing Director

Sd/-

Bani Diaz

Director

Sd/-


Director

Sd/-

Ekhlasur Rahman


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/information memorandum, unaudited financial statement for each of the said quarters duly authenticated

by the CEO and CFO of the issuer;

There is no unaudited financial Statement is attached in the Draft Prospectus.

dd) Factors that may affect the results of operations;

If the Government imposes further restrictions that may affect the result of operations. Besides, factors like the entrance

of new technology increase in competition can also affect the business.


CHAPTER –VII

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS


CHAPTER VII: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS:

(a) Overview of Business and Strategies;

Overview of Business:

Beka Garments and Textile Limited 100% Manufacturing and Export Oriented Garments Company. The company was

incorporated as a Private Limited Company on 07 October 2010 under the Companies act 1994. Subsequently, the Company

was converted into a Public Limited Company by shares on 23 October, 2018.The commercial operations of the company started

on 07 June, 2011. The principal activities of the company are manufacturing and exporting readymade garments product. The

company is specialized in manufacturing Long Pant, Jacket, Rain Breaker, Short Pant, Swim Sports, Tennis Shorts, Running

Shorts, 5 Pocket Basic Pants, Cargo Pants, Bermuda Pants, Chino Pants, Jogger Pants, Jogging Pants, Padding Jackets,

Softball Jackets, Windbreakers, Ski Jacket, Fleece Jacket, Trucker Jacket, Trucker Jacket with ZIP Detachable, Ladies

Blouse, Ladies Cord Tops, Ladies Tops etc.

Business Strategies:

BGTL has modern machinery and technology that ensures quality products. Quality is the main concern while formulating our

strategy. We try to produce goods with the cheap cost so that we can get competitive advantages over our competitors. We also

believe in providing customized products to our customer as per need basis so that we can get a maximum market share of our

products. So, innovation is always there.

(b) SWOT Analysis

A SWOT analysis is a structured planning method that helps to evaluate the strengths, weakness, opportunities and threats

involved in the business venture. It identifies the internal and external factors that affect a business venture. Strength and

weakness are evaluated with internal factors where opportunity and threat are evaluated by external factors. The SWOT

analysis of Beka Garments and Textile Limited is as follows:

STRENGTHS:

1. Experienced Management: Experienced management result in quick decision making.

2. Quality Products: As we export our products, we have to maintain producing quality products that increase our sales volume

over the year.

3. Modern Machinery: We have been using modern machinery that increases our productivity.

4. Skilled human resource: we have skilled human resource and a large base of experienced professionals.

5. Brand Locality: The Quality of Company’s products to its customers have enabled the company to capture significant

market share in the sector. We have a very strong customer base and healthy business relationship and doing business for a

long time.

STRENGTHS

1. Experienced Management

2. Quality Products.

3. Modern Machineries.

4. Skilled human resource.

5. Brand Loyalty

WEAKNESSES

1. No existence of local market. 2. Lack of coordination between different

sectors. 3. Electricity Supply.

OPPORTUNITIES

1. Reasonable Labor price.

2. Huge untapped demand of woven

Garments Product.

3. Opportunity in Bangladesh RMG

Sector.

THREATS

1. Lack of Power Supply.

2. Competition

3. Political Unrest.

4. Increased International Competition.

5. Availability of Fuel for Steam Generation

Availability of Fuel for Steam

SWOT

ANALYSI

S


WEAKNESSES: 1. No existence of local market: As we exporter, we have any local market developed yet

2. Lack of coordination between different sectors: we have Lack of coordination between different sectors.

3. Electricity supply: Power supply is not stable in this country, may cause disruption to production and damage to machineries

OPPORTUNITIES:

1. Reasonable Labor price: Our industry is labor-intensive and reasonable labor price has a huge advantage for cost

minimizing that helps us a competitive edge over our competitor.

2. Huge untapped demand of woven Garments product: We have a great opportunity for the development of our business

because of huge untapped demand for fabric production.

3. Opportunity in Bangladesh RMG Sector: Shift of the Chinese Textile Industry towards industrial products, thereby

creating opportunity in Bangladesh RMG Sector.

THREATS:

1. Lack of power supply: We have power supply shortage in our country. For business expansion, we need continuous

power supply such as gas and electricity to run our operation smoothly.

2. Competition: Global and local competition in this sector may affect the profitability of the company.

3. Political Unrest: In our country we have to experience political unrest. The Company and the whole industry will be

adversely affected if the political situation deteriorates

4. Increased International Competition: There is rivalry among the competitors to get the market share as maximum as

possible.

5. Availability of Fuel for Steam Generation: Bangladesh is going through natural gas crisis which might cause problem

in textile and garments sector.

(c) Analysis of the financial statements of last five years with reason(s) of fluctuating revenue/sales, other income, total

income, cost of material, finance cost, depreciation and amortization expense, other expense; changes in inventories,

net profit before & after tax, EPS etc.

Analysis of the Financial Statement for the last five years and quarterly:

Beka Garments and Textile Limited Comparative Statement of Comprehensive Income


31-Dec-2019 30-06-2019 30-06-2018 30-06-2017 30-06-2017 30-06-2015

Sales Revenue 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101

Less: Cost of Goods Sold* (836,846,196) (1,678,884,652) (1,659,453,629) (1,615,000,507) (1,544,330,070) (1,219,331,904)

Gross Profit 226,853,328 484,528,128 475,173,407 495,131,512 484,315,276 382,847,197


Administrative Expenses* (49,205,157) (97,699,849) (91,493,544) (109,833,047) (97,496,363) (86,558,982)

Selling & Distribution

Expense* (32,959,271) (62,216,200) (58,537,546) (58,680,204) (55,066,295) (47,092,550)

Profit from Operation 144,688,900 324,612,079 325,142,317 326,618,261 331,752,617 249,195,665

Non-Operating Expenses

Finance Cost (15,257,388) (45,298,944) (69,064,618) (45,297,621) (50,022,390) (18,648,498)

Other Income* 2,076,124 1,163,828 1,430,505 945,600 845,500 600,000


Provision for Income Tax - - - - - -


Other Comprehensive


Total Comprehensive


Earnings Per Share (EPS)

Basic* 1.29 6.58 8.53 11.21 11.22 9.23

Earnings Per Share (EPS)

Diluted 1.29 2.75 2.52 2.77 2.77 2.27

Reasons for Fluctuation

Revenue/Sales

The Company installed modern machinery in the last five years in order to increase production capacity, As a result, the

Company enjoyed steady growth in the last five years. In addition to that, the capacity utilization is also increased due to

management efficiency.

Other Income:

Other income changes due to a change in wastage sales and foreign exchange rate.


Total Income

In fact, the combined effect of revenue and other income is reflected in the total income. Since revenue is increased, total

income is increased naturally.

Cost of Material

BGTL’s cost of material is in line with revenue and capacity utilization.

Finance Cost and Bank charge

The Company has taken short term and a long-term loan from bank in the last three years and nine months for importing

raw materials, constructing factory building and also procuring new machinery. So, the finance cost and bank charges have

increased and the trend is relevant to the production and also consistent with the revenue.

Depreciation and amortization expense

We think that the increase in depreciation is relevant to the procurement and installation of machinery. No significant

changes have occurred.

Other expense

Over the year’s trend of other expenses are consistent.

Changes in Inventories

There has been an increase in installed capacity and sales volume over the years. The demand for our products is also

increasing. So, we have to maintain a sufficient amount of inventory in order to meet the sales order. This inventory has

been increasing year to year especially.

Net Profit before/ After Tax

The Company efficiently managed its administrative expenses. As a result, the growth of net profit before and after tax is

consistent with the growth of the revenue. No unusual changes have occurred during the last five years on the above

matters.

EPS

Earnings Per Share are properly calculated using weighted average number of ordinary shares for each year.

(d) Known trends demand, commitments, events or uncertainties that are likely to have an effect on the Company’s business;

The decrease in demand for the readymade garment’s products in the local and international market,

Increased production cost.

The scarcity of raw materials,

Technological change,

Increased competition

Govt. Policy changes towards the industry,

Political unrest & Hartal

Flood and natural calamities.

Among these above-mentioned events, there are no known trends, events and/or uncertainties that shall have a material

impact on the Company’s future business except for those which are natural and beyond the control of human being.

(e) Trends or expected fluctuations in liquidity:

There are no trends of 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 the financial

condition.


CHAPTER –VIII

DIRECTORS AND OFFICERS


CHAPTER VIII: DIRECTORS AND OFFICERS

a) Name, Father’s name, age, residential address, educational qualification, experience and position of each of the Directors of

the Company and any person nominated/represented to be a Director, showing the period for which, the nomination has

been made and the name of the organization which has nominated him;

Sl.

No Name Father’s Name Age Residential Address

Educational

Qualification Experience Position

Name of the

Institutions

and

Nominated

Director

1 Micky Diaz Late Albert

Diaz 60

House no:23

Road:42, Gulshan-

2, Dhaka,

Bangladesh

B.Com 35 years Chairman -

2 Boby N Diaz

Micky Diaz 35 Graduation 15 years Managing

Director

-

3 Bani Diaz Late German

Gomes 55 Graduation 20 years

Directors

-

4 Jhonathan

Brook Diaz Micky Diaz 30 Graduation 12 years

-

5 Ekhlasur

Rahman

Azizurur

Rahman 68

House 121/2, Armi

Head Quarter,

Post-Dhaka

Cantonment -1206,

Cantonment ,

Dhaka

LLB-DU 40 years Independent

Director -

b) The date on which he first became a Director and the date on which his current term of office shall expire;

Directorship tenure in the Company:

Sl. No

Name Position Date of becoming Director

for the first time Date of Expiration

of Current Term 1 Micky Diaz Chairman 08/08/2011 9thAGM in 2019

2 Boby N Diaz Managing Director 02/10/2018 12th AGM in 2022

3 Bani Diaz Director 08/08/2011 11th AGM in 2021

4 Jhonathan Brook Diaz Director 02/10/2018 10th AGM in 2020

5 Ekhlasur Rahman

Independent

Director

14/10/2019 12th AGM in 2022

c) If any Director has any type of interest in other businesses, names and types of business of such organizations. If any Director

is also a Director of another Company or owner or partner of any other concern, the names of such organizations;

Directors interest in other Business:

Name Designation in BEKA

Garment and Textile Ltd

Directorship/Ownership with other

companies and Position

Micky Diaz Chairman

Jane Trading Corporation Limited Managing Director

Diaz Spinning & Knitting Mills Limited Managing Director

Diaz Hotel & Resorts Proprietor

Baxter Brenton Managing Director

JTC Solution Ltd Managing Director

JTC Cargo International Proprietor

Boby N Diaz Managing Director Jane Trading Corporation Limited Director

Bani Diaz Director

Jane Trading Corporation Limited Director

Diaz Spinning & Knitting Mills Limited Director

JTC Cargo International Director

JTC Solution Ltd Director

Jhonathan Brook

Diaz Director

Jane Trading Corporation Limited Director

Ekhlasur Rahman Independent Director N/A

d) Statement of if any of the Directors of the issuer are associated with the securities market in any manner. If any Director of

the Issuer Company is also a Director of any issuer of other listed securities during the last three years then dividend payment

history and market performance of that issuer;

None of the directors are related to the Security market.


e) Any Family relationship (father, mother, spouse, brother, sister, son, daughter, spouse’s father, spouse’s mother, spouse’s

brother, spouse’s sister) among Directors and top five officers of the Company.

NAME DESIGNATION RELATIONSHIP

Micky Diaz Chairman Husband of Bani Diaz

Boby N Diaz Managing Director Son of Micky Diaz

Bani Diaz Director Wife of Micky Diaz

Jhonathan Brook Diaz Director Son of Micky Diaz

Ekhlasur Rahman Independent Director No Relationship

f) A very brief description of other businesses of the Directors.

Name Designation in BGTL Directorship/Ownership with other

companies and Position

Micky Diaz

Chairman

Jane Trading Corporation

Limited

Managing Director

Diaz Spinning & Knitting Mills

Limited

Managing Director

Diaz Hotel & Resorts Proprietor

Baxter Brenton Managing Director

JTC Solution Ltd Managing Director

JTC Cargo International Proprietor



Limited

Director

Bani Diaz Director


Limited

Director

Diaz Spinning & Knitting Mills

Limited

Director

JTC Cargo International Director

JTC Solution Ltd Director



Limited

Director

Ekhlasur Rahman Independent Director N/A

g) SHORT BIO-DATA OF EACH DIRECTOR;


Micky Diaz is the Chairman of Beka Garments and Textile Limited with over 30 years of working experience in Garment

sector. He was born in a respectable Christian family (Catholic Roman) on 23rd July, 1958. He has completed his graduation

from the Institute of Chittagong commerce college. Dynamism, leadership, commitment, sincerity, vision and farsightedness

of Micky Diaz have placed the Company in such an ideal position at the garment sector in this country.


Boby N. Diaz is a young enterprising entrepreneur in Garments sector in this Country. At present, he is serving as the

Managing Director of Beka Garments and Textile Limited Boby N. Diaz was born in a respectable Christian family (Catholic

Roman) on 1st August, 1985 Son of Micky Diaz. He completed his bachelor Degree from Monash University in Malaysia.

After his graduation, he started his business career.

Bani Diaz, Director

Bani Diaz is one of the Director of the Company and she has significant contribution towards establishment and

development of Beka Garments and Textile Limited Bani Diaz was born on 27 June 1963, in a respectable Christian family

(Catholic Roman) family. She completed her Graduation Degree from National University. She has wide experience in the

overall industry. She played a pivotal role in setting up of the Company for achieving optimum level of efficiency in

productions.

Jhonathan Brook Diaz, Director

Jhonathan Brook Diaz is one of the Director of Beka Garments and Textile Limited Jhonathan Brook Diaz was born in a

respectable Christian (Catholic Roman) on 19th August, 1988 and he is Son of Micky Diaz. He had his Graduation from

California University and then he joined the Company. He has vast experience in business development, corporate

management and administration and significantly contributed in development of various ventures at home and abroad. His

far-reaching commitments, spontaneous decision making capabilities and business acumen enabled this Company to extends

its operations to new horizons.


Ekhlasur Rahman, Independent Director

Ekhlasur Rahman is the Independent Director of Beka Garments and Textile Limited He was born in a respectable Muslim

family in 1951. He earned his LLB Degree from University of Dhaka. Previously he obtained his BA (Hons) and MA

(History) degrees from the same university. He has vast experience in garments and textile sector.

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 and shareholders who holds 10% or more shares in the paid-up capital of the

Issuer is loan defaulter as per the CIB report of the Bangladesh Bank:

i) Name with the position, educational qualification, age, date of joining the Company, overall experience (in the 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 then this information should also be included;

Particulars of Top Executives & Departmental heads of the Company:

SL.

No Name Position

Educational

Qualification Age

Date of

Joining

Overall

Experience

(in year)

Employment

History

Salary as on

30-December-

2019

1 Micky Diaz Chairman B.Com 60 08/08/2011 35 years - 750,000/-

2 Boby N Diaz Managing

Director Graduation 35 02/10/2018 15 years - 420,000/-

3 Sanjoy Roy

Chief

Financial

Officer

M.Com

(Accounting)

CA (CC), MBA

– Finance,

L.L.B

41 01/12/2012 14 Years Shahabuddin

Group 345,000/-

4 Md. Shamim

Ahamed

Company

Secretary FCA 47 01/06/2019 13 Years

CFO & CS In

Industrial &

Infrastructure

Development

Finance

Company Ltd

(IIDFC)

165,000/-

5 Md. Rayhan

Kabir

HR Admin

(Compliance) MBA 34 01/06/2019 9 Years

Elegant

Group-

Manager HR

& Compliance

210,219/-

6

Amir

Hossain

Khan

General

Manager

(Commercial)

M. A-

Accounting 67 01/09/2018 37 Years

Trust Bank

Ltd.- Head

Office

300,000/-

7 Raj

Shekhar.V

General

Manager

(Merchandisin

g &

Procurement)

Postgraduate

Diploma in

Garment

Manufacturing

Technology

45 01/05/2019 22 Years

Indochine

Textiles –

Bangladesh

750,000/-

j) Changes in the key management persons during the last three years. Any change otherwise than by way of retirement in the

normal course in the senior key management personnel particularly in charge of production, planning, finance, and marketing

during the last three years prior to the date of filing the information memorandum. If the turnover of key management

personnel is high compared to the industry, reasons should be discussed;

Below personnel was key management persons during the last three years:

Key Management Position 2019 2018 2017

Micky Diaz Chairman Continue Continue Continue

Boby N Diaz Managing Director Continue Newly Appointed -

Bani Diaz Director Continue Continue Continue

Jhonathan Brook Diaz Director Continue Newly Appointed -

Ekhlasur Rahman Independent Director Newly Appointed - -

Sanjoy Roy Chief Financial Officer Continue Continue Continue

Md. Shamim Ahamed Company Secretary Newly Appointed - -


k) A profile of the sponsors including their names, father’s names, age, personal addresses, educational qualifications, and experiences

in the business, positions/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 BGTL Holding in

other

Venture Present Past

Micky Diaz Late. Albert Diaz 60 House

no:23

Road:42,

Gulshan-2,

Dhaka,

Banglades

h

B.Com 35 years Chairman Chairman -

Boby N Diaz Micky Diaz 35 Graduation 15 years

Managing

Director

Managing

Director -

Bani Diaz Late. German

Gomes 55

Graduation 20 years Director Director

Jhonathan

Brook Diaz Micky Diaz 30 Graduation

12 years Director Director -

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 the acquisition, consideration

paid for such acquisition etc;

SL. NO Name Acquisition of Control Date of Acquisition Terms of acquisition Consideration

Paid

1 Boby N Diaz Managing Director

10-09-2018

No terms at

acquisitions

Cash

06-10-2018 Bonus

03-06-2019 Cash

03-06-2019 Cash

26-12-2019 Bonus

2 Jhonathan Brook Diaz Director

10-09-2018 Cash

06-10-2018 Bonus

03-06-2019 Cash

03-06-2019 Cash

26-12-2019 Bonus

3 Ekhlasur Rahman Independent Director N/A N/A N/A

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;

The Issuer intended to issue share for the expansion of existing business and has vast experience in this sector. The Board

of Directors believes, their experience in this sector with the capability of the management shall facilitate the proposed

expansion. 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 in the key management except remuneration, board meeting fees & lease rental transactions.

o) All interests and facilities enjoyed by a director, whether pecuniary or non-pecuniary;

Facilities whether pecuniary or non-pecuniary enjoyed by the Directors will remain unchanged during the publication period

of the Prospectus. Interest and facility are already disclosed in Executive Compensation of the Prospectus.

Sl. No. Name of the Director Position Remuneration

(Dec-19)

Board fee

(Dec-19)

Total Amount

(Dec-19)

1 Micky Diaz Chairman 750,000 10,000 760,000

2 Boby N Diaz Managing Director 420,000 10,000 430,000

3 Bani Diaz Director - 10,000 10,000

4 Jhonathan Brook Diaz Director - 6,000 6,000

5 Eklasur Rahman Independent Director - 6,000 6,000

p) Number of shares held and percentage of shareholding (pre-issue);

Sl. No Name of Directors No. of shares held Pre-IPO Shareholding

1 Micky Diaz 16,376,748 16.06%

2 Boby N Diaz 15,959,484 15.65%

3 Bani Diaz 4,895,340 4.80 %

4 Jhonathan Brook Diaz 4,895,340 4.80 %

q) Change in board of directors during the last three years;

Sl. No Name Present Status Date of Becoming Director

1 Micky Diaz Chairman 08/08/2011

2 Boby N Diaz Managing Director 02/10/2018

3 Bani Diaz Director 08/08/2011

4 Jhonathan Brook Diaz Director 02/10/2018

5 Ekhlasur Rahman Independent Director 14/10/2019

r) Director’s engagement with similar business

None of the directors of the company are engaged with similar business.


CHAPTER –IX CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


CHAPTER IX: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

a. The Prospectus shall contain a description of any transaction during the last five years, or any proposed transactions

certified by the auditors, between the issuer and any of the following persons, giving the name of the persons involved in

the transaction, their relationship with the issuer, the nature of their interest in the transaction and the amount of such

interest

CERTIFICATION ON STATEMENT OF RELATED PARTY TRANSACTION OF


This is to certify that the Financial Statement of BEKA Garments And Textile Limited furnished for our audit does

not have any transaction during the last five 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:

i. Directors remuneration

Name Position

Amount in (BDT)

Dec 31,2019 30-Jun-19 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15

Micky Diaz Chairman 750,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000


Director

420,000 1,213,333 - - - -

Bani Diaz

Director

- 466,667 1,680,000 1,680,000 1,680,000 1,680,000

Jhonathan

Brook Diaz

- - - - - -

Sub Total (A) 1,170,000 4,680,000 4,680,000 4,680,000 4,680,000 4,680,000

ii. Board meeting fees

Micky Diaz Chairman 10,000 12,000 12,000 12,000 12,000 12,000

Boby N Diaz

Managing

Director

10,000 8,000 -

- - -

Bani Diaz

Director

10,000 12,000 12,000 12,000 12,000 12,000

Jhonathan

Brook Diaz

6,000 6,000

- - - -

Eklasur

Rahman

Independent

Director

6,000 -

- - - -

Sub Total (B) 42,000 38,000 24,000 24,000 24,000 24,000

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/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/holding companies 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 Section 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.

The Company hasn’t taken from or given any loans to any Director or any person connected with the Director.

Place: Dhaka

Shiraz Khan Basak & Co. Date: 22 January , 2020 Chartered Accountants


CHAPTER –X

EXECUTIVE COMPENSATION


CHAPTER X: EXECUTIVE COMPENSATION (a) The total amount of remuneration/salary/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. No. Name Designation 31-Dec-19 30-Jun-19

1 Micky Diaz Chairman 750,000 3,000,000

2 Boby N Diaz Managing Director 420,000 1,213,333

3 Bani Diaz Director - 466,667

4 Sanjoy Roy Chief Financial Officer 345,000 805,000

5 Raj Shekhar.V General Manager (Merchandising

& Procurement) 750,000

1,750,000

Total 2,265,000 7,235,000

(b) The aggregate amount of remuneration paid to all Directors and officers as a group during the last accounting year;

Sl. No. Particulars Nature of Payment 31-Dec-19 30-Jun-19

1 Directors Board Meeting Fees 42,000 38,000

2 Directors Remuneration 1,170,000 4,680,000

3 Officers and Executives Salary and Allowances 89,233,618 358,048,082

Total 90,445,618 362,766,082

(c) If any shareholder Director received any monthly salary/perquisite/benefit it must be mentioned along with the date of

approval in AGM/EGM, terms thereof and payments made during the last accounting year;

Sl.

No. Name Position

Monthly

Remuneration (Tk.)

Date of approval

in AGM

Remuneration

Paid on

31.12.2019

Payment paid

on

30.06.2019

1 Micky Diaz Chairman 250,000

30.12.2018

750,000 3,000,000

2 Boby N Diaz Managing Director 140,000 420,000 1,213,333

3 Bani Diaz Director - - 466,667

Total 390,000 1,170,000 4,680,000

(d) The board meeting attendance fees received by the Director including the Managing Director along with the date of approval

in AGM/EGM;

The board meeting attendance fees received by the Director including the Managing Director are as follows:

Sl. No. Name Position Meeting Attend

Attendance

Fees Received

(Dec-2019)

Date of

approval in

AGM 1 Micky Diaz Chairman 5 10,000

30.12.2018

2 Boby N Diaz Managing Director 5 10,000


5 10,000

4 Jhonathan Brook Diaz 3 6,000

5 Ekhlasur Rahman Independent Director 3 6,000

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

The Company has not entered into any contract with any of its Directors or Officers for any future compensation packages.

(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 an annual increment to their salaries.

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

No directors and officers of Beka Garments and Textile Limited received any other benefit/facility in the last

accounting year except which is disclosed above.


CHAPTER –XI

OPTIONS GRANTED TO DIRECTORS, OFFICERS AND

EMPLOYEES


Options Granted to Directors, Officers and Employees: 1. The following information in respect of any option held by each director, the salaried officers, and all other officers as a

group, namely: -

i. The date on which the option was granted;

ii. The exercise price of the option;

iii. The number of shares or stock covered by the option;

iv. The market price of the shares or stock on the date the option was granted;

v. The expiration date of the option;

vi. Consideration of the option.

No options have been granted by the Company to any director, officers or employees.

2. If such options are held by any person other than the directors, and the officers of the issuer company, the following

information shall be given in the prospectus, namely: -

i. The total number of shares or stock covered by all such outstanding options;

ii. The range of exercise prices;

iii. The range of expiration dates;

iv. Justification and consideration of granting such option.

No options have been granted by the Company to any director, officers or employees.


CHAPTER–XII

TRANSACTION WITH THE DIRECTORS

AND SUBSCRIBERS TO THE MEMORANDUM


CHAPTER XII: THE 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;

The Directors and subscribers to the memorandum of the association have not received any benefits except remuneration

and board meeting fees during the last five years and December 31, 2019.

i. Remuneration:

Name Position

Amount in (BDT)

31-Dec-19 30-Jun-19 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15 Micky Diaz Chairman 750,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000


Director

420,000 1,213,333 - - - -

Bani Diaz

Director

- 466,667 1,680,000 1,680,000 1,680,000 1,680,000

Jhonathan

Brook Diaz

- - - - - -

Sub Total (A) 1,170,000 4,680,000 4,680,000 4,680,000 4,680,000 4,680,000

ii. Board meeting fees


Boby N Diaz

Managing

Director

10,000 8,000 -

- - -

Bani Diaz

Director

10,000 12,000 12,000 12,000 12,000 12,000

Jhonathan Brook

Diaz

6,000 6,000

- - - -

Eklasur Rahman

Independent

Director

6,000 -

- - - -

Sub Total (B) 42,000 38,000 24,000 24,000 24,000 24,000

(b) If any assets were acquired or to be acquired 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 to the memorandum have not transferred any asset to the Company. Besides, the issuer has not

received any assets or other considerations from its Directors and subscribers to the memorandum except fund against

allotment of shares.


CHAPTER–XIII OWNERSHIP OF THE COMPANY’S SECURITIES


CHAPTER XIII: OWNERSHIP OF THE COMPANY’S SECURITIES

a) The names, addresses, BO ID Number of all shareholders of the Company before IPO, indicating a number of securities owned and the percentage of the securities represented by such ownership,

in tabular form;

SL.

No Name of Shareholder Address Position BO IDs

Total No. of

Shares Pre-IPO (%)

1 Mr. Micky Diaz

PMP Plaza (2nd Floor), 14 Kemal Ataturk

Avenue, Banani, Dhaka-1213.

Chairman 1205590068660876 16,376,748 16.06%


Director 1605540067881803 15,959,484 15.65%

3 Jhonathan Brook Diaz Director 1203490062857877 4,895,340 4.80%

4 Ms. Bani Diaz Director 1205590068795841 4,895,340 4.80%

5 Aileen Rachael Pereira PMP Plaza (2nd Floor), 14 Kemal Ataturk

Avenue, Banani, Dhaka-1213. Shareholder 1205590068672484 214,433 0.21%

6 Andrea Jacob PMP Plaza (2nd Floor), 14 Kemal Ataturk


7 Abu Bakar Siddique PMP Plaza (2nd Floor), 14 Kemal Ataturk


8 Aurun Kanti Bisawas PMP Plaza (2nd Floor), 14 Kemal Ataturk


9 Md. Afzalur Rahman KA 54/1, Lichu Bagan Jhor Sahara Khilkhet,

Dhaka Shareholder 1605760062191691 657,000 0.64%

10 Md. Mahbuber Rahman 13/7, ASA Tower, Shymoli, Dhaka,

Bangladesh Shareholder 1605760055660960 7,322,655 7.18%

11 Impex Trading Company House-13, Road-05, Nikunja-01, Dhaka-

1229. Shareholder 1203510062395504 528,000 0.52%

12 Mohammad Haroon Kamal House-07, Road-02, Post-Gulshan-

1212,Dhaka Shareholder 1605760062266230 720,000 0.71%

13 Md. Shaiful Islam House-15/G, Flat-5(D), Road-07, Block-09,

Bashundhara R/A, Dhaka. Shareholder 1605760066168441 120,000 0.12%

14 Shameem Ahsan Serenity-DG, House No. CEN(e) 6, Road No-

104, Gulshan, Dhaka, Bangladesh Shareholder 1605760060638271 600,000 0.59%

15 Ahmed Tawfiqur Rahman Arnab

House: 384, Block: D, Flat: 501, Road: 10,

Akbor Road Bashundhara R/A, P.O:

Gulshan, Badda, Dhaka

Shareholder 1201960058384794 500,000 0.49%

16 T. M Jobaer Dakshinkan Roinjanpur, Kalkini, Madaripur Shareholder 1606060066302545 100,000 0.10%

17 Farjana Rahman

House: 384, Block: D, Flat: 501, Road: 10,

Akbor Road Bashundhara R/A, P.O:

Gulshan, Badda, Dhaka.

Shareholder 1201480064718872 500,000 0.49%

18 Global Shoes & Textiles Ltd. House: 127, Road: 10, Block: C, Niketon,

Gulshan, Dhaka.

Shareholder 1606060066398721 1,000,000 0.98%


SL.


Total No. of

Shares Pre-IPO (%)

19 Md. Matiur Rahman Vill: Char Bahadurpur, P.O: Sujabad - 8250,

Muladi, Barisal.

Shareholder 1606060042223806 400,000 0.39%

20 Howa Nur Begum House: 293, Senpara Parbota, P.O: Mirpur -

1216, Kafrul, Dhaka.

Shareholder 1606060054792971 100,000 0.10%

21 Nurjahan Begum 66/F, Indira Road, Tejgoan-1215 Shareholder

1606060048408481 100,000 0.10%

22 Shammi Akther Shibly 74/4, South Bashabo, Sabujbag, P.O: 1214,

Dhaka.

Shareholder 1205150047103162 750,000 0.74%

23 Md. Majibur Rahman 82/2/A-1, North Jatrabari , Dhaka-1232 Shareholder 1605760066221003 100,000 0.10%

24 S M Khurshid-Ul Alam Vill-Kabariyabari, Post-Kabariyabari-2054,

Sarishabari, Jamalpur

Shareholder 1606060066439098 50,000 0.05%

25 Md. Foysol Alam House-18, Road-15, Sector-14, Uttara,

Dhaka

Shareholder 1202020066335425 60,000 0.06%

26 Pro.Dr. Suvamoy Datta Flat No- 5A, House No-273, Road No- 1/B,

Block-B, Basundhara R/A, Dhaka-1229

Shareholder 1203490068525600 120,000 0.12%

27 Santona Dutta House# 84, Lane# 08, Block # E, Kalshi,

Pallabi, Mirpur-12

Shareholder 1204220068657781 100,000 0.10%

28 Sanjoy Roy House-84, Road No-08, Block-E, 4th Floor,

Kalsi, Mirpur

Shareholder 120422044690978 400,000 0.39%

29 Bangladesh Finance And

Investment Company Limited

BaitulHossain Building (2nd floor) 27,

DilkushaC/A, Dhaka-1000,

Shareholder 1205150002440950 612,000 0.60%

30 BD Finance Securities Ltd 64, Motijheel C/A (2nd Floor), Dhaka-1000. Shareholder 1205150043284418 312,000 0.31%

31 Anwar Ispat Ltd Baitul Hossain Building (12th floor), 27

Dilkusha C/A Dhaka-1000.

Shareholder 1205150021289581 12,000 0.01%

32 NRB Equity Management

Limited

Al -Razi Complex, Suite# G-602 & 603 (6th

Floor),166-167, Shaheed Syed Nazrul Islam

Sarani, Purana Palton, Dhaka-1000,

Shareholder 1605760062455351 1,080,000 1.06%

33 Sushil Chandra Moldol House# 38, Road# 11, Sector#13, Flat# B-

4, Uttara, Dhaka

Shareholder 1201960064949113 60,000 0.06%

34 Abul Hasan Sonali 30/A, Nazmul Villa, Shibgonj, Sylhet Shareholder 1203590062584237 240,000 0.24%

35 Chandan Roy House# 84, Lane# 08, Block # E, Kalshi,

Pallabi, Mirpur-12

Shareholder 1204220067898901 500,000 0.49%

36 Uttara Finance & Investment

Ltd

JBC Tower (6th Floor)10, Dilkusha, Dhaka-

1000, Bangladesh.

Shareholder 1204780000058758 9,600,000 9.41%

37 Md. Helal Uddin Talukder 67/2, Ppioneer Road, Kakrail, Dhaka-1219 Shareholder 1605580065386293 360,000 0.35%

38 Md. Arifijjaman Darikandi, PO-Karpara, Nawabganj,Dhaka Shareholder 1605580064132554 240,000 0.24%

39 Md. Bakiul Karim Majumder Grece Haque Apt.F-H6, 162, East Rayer

Bazar, Dhaka-1209

Shareholder 1606060067615591 120,000 0.12%


SL.


Total No. of

Shares Pre-IPO (%)

40 Md. Razaul Karim Nurul Aminer Bari, Neamat Ali Shahi Mazar,

CTG.

Shareholder 1201960066614991 120,000 0.12%

41 Md. Saifuddin Khaled Mawlana Shamsuddin House, West Katghar,

Hindu Para, 2 No. Lane, Potenga

Shareholder 1201960066219583 240,000 0.24%

42 Abdullah Al Mamun

Mabud Shwagorer Bari, Mabud Shwagorer

Road, North Potenga, East Katgor,

Chottogram

Shareholder 1201950067401645 120,000 0.12%

43 Md. Saiful Azam Dhaka. Shareholder 1201490057651051 72,000 0.07%

44 Mirza Mohammad Mamun Sadat House:1086,Road 6Nem, Avenue 8,Mirour

DOHS, Dhaka

Shareholder 1203970062251521 72,000 0.07%

45 Shah Muhammad Itteda Hasan Dhaka. Shareholder 1201770062699455 72,000 0.07%

46 Popular Life Insurance Company

Ltd.

36, Dilkusha C/A, Peoples Insurance Bhaban

(17th Floor) Dhaka -1000.

Shareholder 1201520000045409 2,400,000 2.35%

47 Ananda Jewelers 79,Chittagong Shopping Complex(1st floor),

Sholoshahar

Shareholder 1201950066116634 120,000 0.12%

48 Brothers Trading Arabpur Mor, Ward No.05, Kotwali, Khulna

Division

Shareholder 1201590060336809 300,000 0.29%

49 Abu Taiyab Mohammad

Tahmidur Rahman

House-05, Road-05, Sector-13, Uttara,

Dhaka.

Shareholder 1201560008006821 60,000 0.06%

50 Bengal Assets Holdings Ltd 191, SK Mujib Road, Nahar Manjil (1st

Floor), Agrabad, Chottogram.

Shareholder 1205950067422023 9,864,000 9.67%

51 Ashok Kumer Pandit 100, East Bashabo, Sabujbag, Dhaka Shareholder 1606060068177510 60,000 0.06%

52 Raquibul Hassan Flat#C-5, Dominno Ammiri 120/A, Monipuri

Para

Shareholder 1201950067989316 120,000 0.12%

53 Kazi Mostafizur Rahman Flat # 3A, House # 18, Road # 4, Section #

13, Uttara

Shareholder 1606060067222556 360,000 0.35%

54 Kazi Abu Taher 117/A, Rishikesh Das Road, Laxmi Bazar,

Dhaka -1000

Shareholder 1203140063401803 120,000 0.12%

55 Mohammad Fakrul Alam 58/E, Customs Officers Quarter, Banani

Raod no-02, Gulshan, Dhaka-1213

Shareholder 1205150062036961 120,000 0.12%

56 Md. Fazlul Haque Ka-31, Sarker Bari Road(1 st Floor), Nadda,

Gulshan, Dhaka

Shareholder 1606060067240634 120,000 0.12%

57 Nasrin Akter Ka-31, Sarker Bari Road(1st Floor), Nadda,

Gulshan, Dhaka

Shareholder 1201960063798191 120,000 0.12%

58 Md. Rustom Ali Howlader Ka-31, Sarkar Bari Road, Narda, Gulshan,

Dhaka-1212

Shareholder 1606060067274883 118,800 0.12%

59 Md. Rashiduzzaman Vill - Bahadurpur, PO - Sujabad, Muladi,

Barishal.

Shareholder 1205150054201081 74,400 0.07%


SL.


Total No. of

Shares Pre-IPO (%)

60 Md. Riaz Haider House-113/2,West Shawra Para, Mirpur,

Dhaka – 1216

Shareholder 1605550063654091 60,000 0.06%

61 Mamun Hossain Vill - Sreepur, Afaz Uddin Dorctor Bari, P.O

- Ramgonj, Ramgonj, Lakshmipur- 3720

Shareholder 1204120026870188 24,000 0.02%

62 Jannatun Nesa 362/B, Khilgaon Taltola, Rampura, Dhaka-

1219

Shareholder 1605070043500637 60,000 0.06%

63 Md. Nizamul Haque House -Talukdar Bari,Vill. - Sripoti Kathi,

PO - Kewra, Dist - Jhalokathi

Shareholder 1202210005096088 180,000 0.18%

64 Md. Shakhawat Hossain (Arif) House - Flat J-11, Rangs Anamika, Road-9,

Gopi Kishen Lane, Wari, Dhaka-1203

Shareholder 1205200004214150 60,000 0.06%

65 Md. Ashiqur Rahman House- 4/4, Flat – 1A, Block – C, Lalmatia,

Dhaka

Shareholder 1202610057685803 360,000 0.35%

66 Md. Abdur Razzak 390/B, S.K.Vally, Khilgaon, Dhaka Shareholder 1203390034541484 120,000 0.12%

67 Mohd. Mahbubul Alam 47, Santinagar, Palton, Dhaka-1217 Shareholder 1606060067256259 60,000 0.06%

68 Jabia Zahan 47, Shantinagar, Palton, Dhaka – 1217 Shareholder 1606060067256093 60,000 0.06%

69 Md.Shamim Hasan House-113, Road -6, Block-B,

Basundhara R/A, Dhaka Shareholder 1606060057259905 144,000 0.14%

70 Md. Hasan Imam House-62, Road-10, Merul Badda, Dhaka-

1212 Shareholder 1205590064186096 31,200 0.03%

71 Md.Ruhul Amin Mollah House-41/A, Flat-11-B, Zigatola,

Dhanmondi, Dhaka-1209 Shareholder 1203260056900702 240,000 0.24%

72 Md. Soyeb Hasan House - 28/C East Noyatola, Magbazar,

Ramna, Dhaka-1218 Shareholder 1201520043180127 126,000 0.12%

73 Sultana Parvin House-463,Road-7,Block-H,Bashundhara

R/A, Dhaka Shareholder 1203000028487590 120,000 0.12%

74 Md. Mansur Kabir House # 74, Road # 8, Section # 11, Uttara,

Dhaka-1230 Shareholder 1201960034096129 72,000 0.07%

75 Md. Arifur Rahman House - 50/D, Road - 3, Block - D,

Bashundhara R/A, Dhaka Shareholder 1605650050395823 120,000 0.12%

76 Md. Jahangir Hossain Mollah House - 50/D, Road - 3, Block - D,

Bashundhara R/A, Dhaka Shareholder 1203690058573623 240,000 0.24%

77 Siran Bin Sarwar House - 1091, Block - C, Meraz Nagor, PO -

Faridabad. KadamTali, Dhaka-1362 Shareholder 1203490064427973 60,000 0.06%

78 Md. Baktiar Uddin House-18, R-Polashpur 02, Block-D,

Polashpur, Donia, Shampur, Dhaka Shareholder 1606060067338851 60,000 0.06%

79 Md. Towhidur Rahman 887 Ibrahimpur, Kafrul, Dhaka Can’t

Dhaka-1206. Shareholder 1606060067291528 58,800 0.06%


SL.


Total No. of

Shares Pre-IPO (%)

80 Md. Didar Alam Vill & PO # Chandora, Kaliakoir, Gazipur-

1751 Shareholder 1204780064856552 60,000 0.06%

81 Abu Sadat Md Sayem Flat#A-11,House#04, Road#141, Gulshan-

1, Dhaka Shareholder 1205150032242749 600,000 0.59%

82 Md. Azharul Islam Khan 56/KA, South Mugda, Dhaka-1214 Shareholder 1204560019913705 120,000 0.12%

83 BRB Securities Limited Flat-3E, Housse-28, Road-9/A, Dhanmondi

R/A, Dhaka-1209 Shareholder 1203910038355843 1,200,000 1.18%

84 Marjahan Akter 18,Joynagar Lane No. 1, Chawkbazar,

Chittagong Shareholder 1601880032945622 240,000 0.24%

85 Bikrampur Potato Flackes

Industries Ltd. 51, Central Road, Dhanmondi, Dhaka-1205 Shareholder 1606060066336438 1,956,000 1.92%

86 Md. Jahirul Islam Jewel Flat no : Padma 02, Bondhon Tower 01,

31/17, Middle Pickpara, Mirpur, Dhaka-1000 Shareholder 1205950068167374 120,000 0.12%

87 Chittagong Pasticides &

Fisheries Ltd

Sayedia Mansion (2nd Floor), Mugultoly,

P.O-Bandar-100, Agrabad, Chittgang Shareholder 1205950068190580 3,831,800 3.76%

88 Kajal saha 195/2/2, Tejkunipara, 4th Floor, Tejgaon,


89 Mohammad Atiqul Alam House # F 2/3, 5th Floor, CDA Residencial

AreaRoad # 25/1, Bandar, Chittagong Shareholder 1202590065496813 180,000 0.18%

90 Alak Chandra Sarkar Flat-E-4, Sky View Kakoli, 23 Siddeshwari

Road, Dhaka-1217 Shareholder 1203010063067778 180,000 0.18%

91 Rabindra Nath Sarker House # 5, Road # 5, Kaderabad Housing

Mohammadpur, Dhaka Shareholder 1204480067268488 180,000 0.18%

92 Md. Saiful Islam A #4, H# 15/1, R#14, Gulshan-1 Shareholder 1203490068009921 240,000 0.24%

93 Md. Shafiqur Rahman House # 287/4, Apt # A4, Road # 07,

Cantonment Bazar, Dhaka Cantonment, Dhaka Shareholder 1203490062153110 120,000 0.12%

94 Shamima Nasir A #4, H# 15/1, R#14, Gulshan-1 Shareholder 1203490068011029 120,000 0.12%

95 Mallik Rowshan Alam 972, Shewrapara, Mirpur, Dhaka-1216 Shareholder 1205720059191527 60,000 0.06%

96 Farhana Parvin 972, Shewrapara, Mirpur, Dhaka-1216 Shareholder 1205720000326401 60,000 0.06%

97 A.K.M Ehsanullah 88, Kowlar, Post # Khilkhet, PS #

Dakkinkhan , Dhaka-1229 Shareholder 1205720068067338 36,000 0.04%

98 Md. Rakibul Hasan Jiban Bima Bhaban ( GR Floor), 10,

Dilkusha, Dhaka Shareholder 1605640068134724 60,000 0.06%

99 Md. Sadeq-uz-zaman Jhouse # 17, Road # 1, Section # b11,

Uttara, Dhaka Shareholder 1201950062988611 60,000 0.06%

100 Md. Sanirul Islam Road # 03, House # 50 (B+C), Block # D,

Basundhara Shareholder 1203690067357356 120,000 0.12%


SL.


Total No. of

Shares Pre-IPO (%)

101 Ruma Sarker Flat # 4B, House # 02, Chamelibag,

Shantinagar, Dhaka Shareholder 1205150066499024 120,000 0.12%

102 Mohammad Asraful Alam 29/B, Uttar Kamalapur, Motijheel, Dhaka Shareholder 1202590063170065 120,000 0.12%

103 Juran Chandra Bhowmik House # 362, RD No # 5, Ave #4, Mirpur

DOHS, Dhaka Shareholder 1605580067714647 600,000 0.59%

104 Mir Md. Zainul Abedin Shibly Zia Villa, 63/1 West Dhanmondi, Sankar,


105 Md. Shamsul Haque House-50, Road-1, Sector-9, Uttara, Dhaka Shareholder 1201690000776633 100,000 0.10%

106 Monzurul Kabir 588,Town Kalikapur,Mazgrame Sarak Shareholder 1205590068607775 50,000 0.05%

107 SK Trims & Industries Ltd. 45, Madrasha Road, 111/33, Tilargati, Tongi,

Gazipur-1712.

Shareholder 1606060066341566 1,200,000 1.18%

108 Salma House:301/1,Shajahanpur, Shantinagar-

1217.

Shareholder 1203110068810231 500,000 0.49%

109 Md. Alamgir Hossain Flat-B-7, Firoza Rose, 12 Eskaton , Dhaka-

1000.

Shareholder 1201520058015599 1,360,000 1.33%

110 Shaheda Aktar 503 & 512, Agrabad Access Road,

Chittagong.

Shareholder 1204950051567078 550,000 0.54%

111 Helen Rahman House: 13/7/KA, Road:02, Shymoli, Dhaka Shareholder 1605760068903299 400,000 0.39%

112 Momena Ferdous Al-Kawser Printers, 167, Motijheel. Shareholder 1204220063911298 100,000 0.10%

113 Md. Shahriar Hasan C/O Mowlana Shamsudins House, North

Patenga, Khatgor, Ctg- 4204

Shareholder 1201950062692511 50,000 0.05%

114 A.K.M Monir Ahamed 45/1 R.K. Mission Road, Gupibag. Shareholder 1202550068829966 100,000 0.10%

Total 102,000,000 100.00%

(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. No Name Address

Age

Year

Experience

Year

BO ID TIN No No of Share

Holding

Pre- IPO

Shares

Holding %

Directorship/Ownership with other

companies position

Other

organization Position

1 Micky Diaz

PMP Plaza

(2ndFloor), 14

Kemal Ataturk

Avenue, Banani,

Dhaka-1213.

60 35 1205590068660876 347380165846

16,376,748

16.06%

Jane Trading

Corporation

Limited

Managing

Director

Diaz Spinning

& Knitting

Mills Limited

Managing

Director

Diaz Hotel &

Resorts

Proprietor

Baxter

Brenton

Managing

Director

JTC Solution

Ltd

Managing

Director

JTC Cargo

International

Proprietor

2 Boby N Diaz 35 15 1605540067881830 553131989510

15,959,484

15.65%

Diaz Spinning

& Knitting

Mills Limited

Director

JTC Cargo

International

Director

JTC Solution

Ltd

Director

3 Bani Diaz 55 20 1205590068795841 898258232046

4,895,340 4.80%

Jane Trading

Corporation

Limited

Director

4 Jhonathan

Brook Diaz 30 12 1203490062857877 315630612705

4,895,340 4.80%

Jane Trading

Corporation

Limited

Director

(c) THE AVERAGE COST OF ACQUISITION OF EQUITY SHARES BY THE DIRECTORS CERTIFIED BY THE AUDITORS;

TO WHOM IT MAY CONCERN


This is to certify that all the shares of Beka Garments and Textile Limited have been allotted in face value & in cash/bonus and the average cost of acquisition of equity by the Directors is Tk.

10.00 each. Necessary particulars of shareholdings, allotment date, and consideration are given below:

Date of Allotment Nature of Transaction

Name of Director

Consideration Face value of

Share (Tk.) Micky Diaz Boby N Diaz Ms. Bani Diaz Jhonathan

Brook Diaz

07-10-2010 By Allotment 336,000 - 4,000 - Cash 10.00

10-09-2018 By Allotment 425,000 358,950 101,000 105,000 Cash 10.00

06-10-2018 By Allotment 761,000 358,950 105,000 105,000 Bonus 10.00

03-06-2019 By Allotment 4,925,290 4,681,570 1,369,450 1,369,450 Cash 10.00

03-06-2019 By Allotment 9,200,000 7,900,100 2,500,000 2,500,000 Cash 10.00

26-12-2019 By Allotment 2,729,458 2,659,914 815,890 815,890 Bonus 10.00

14-08-2019 By Allotment (2,000,000) - - - Transfer 10.00

Total Number of Shares 16,376,748 15,959,484 4,895,340 4,895,340 The company split its share from Tk. 100 to Tk. 10 on October 23, 2018

(d) A detail description of capital built up in respect of shareholding (name-wise) of the issuer’s sponsors/ Directors. In this connection, a statement to be included: -


Date of Allotment Consideration Nature of

issue

No of Equity

shares

Face

value

Issue

Price

Cumulative no. of

Equity shares

% pre-issue paid

up capital

% Post issue paid

up capital

Sources of

fund

(MOA) 07-10-2010 Cash

Ordinary

Share

336,000 10 10 336,000

16.06% 11.95`% Own Source

10-09-2018 Cash 425,000 10 10 761,000

06-10-2018 Bonus 761,000 10 10 1,522,000

03-06-2019 Cash 9,200,000 10 10 10,722,000

03-06-2019 Cash 4,925,290 10 10 15,647,290

26-12-2019 Bonus 2,729,458 10 10 18,776,748

14-08-2019 Transfer (2,000,000) 10 10 16,376,748



issue

No of Equity

shares

Face

value

Issue

Price

Cumulative no. of

Equity shares

% pre-issue paid-

up capital

% Post issue paid

up capital

Sources of

fund

10-09-2018 Cash

Ordinary

Share

358,950 10 10 358,950

15.65% 11.24% Own Source 06-10-2018 Bonus 358,950 10 10 717,900

03-06-2019 Cash 7,900,100 10 10 8,618,000

03-06-2019 Cash 4,681,570 10 10 13,299,570


Place: Dhaka




26-12-2019 Bonus 2,659,914 10 10 15,959,484

Bani Diaz, Director


issue

No of Equity

shares

Face

value

Issue

Price

Cumulative no. of

Equity shares

% pre-issue paid-

up capital

% Post issue paid

up capital

Sources of

fund

(MOA) 07-10-2010 Cash

Ordinary

Share

4,000 10 10 4,000

4.80% 3.45% Own Source

10-09-2018 Cash 101,000 10 10 105,000

06-10-2018 Bonus 105,000 10 10 210,000

03-06-2019 Cash 2,500,000 10 10 2,710,000

03-06-2019 Cash 1,369,450 10 10 4,079,450

26-12-2019 Bonus 815,890 10 10 4,895,340

Johnathan Brook Diaz, Director


issue

No of Equity

shares

Face

value

Issue

Price

Cumulative no. of

Equity shares

% pre-issue paid-

up capital

% Post issue paid

up capital

Sources of

fund

10-09-2018 Cash

Ordinary

Share

105,000 10 10 105,000

4.80% 3.45% Own Source

06-10-2018 Bonus 105,000 10 10 210,000

03-06-2019 Cash 2,500,000 10 10 2,710,000

03-06-2019 Cash 1,369,450 10 10 4,079,450

26-12-2019 Bonus 815,890 10 10 4,895,340

** Face value of Share on the above table was considered as tk. 10.00 for better presentation

(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.

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

There is no history of significant (5% or more) changes in ownership of securities from inception. Beneficial owners holding shares 5% or more as mentioned below:

Date of Allotment/Transfer Micky Diaz Boby N Diaz Bengal Assets Holdings Ltd Uttara Finance & Investment Ltd

Percentage 16.06% 15.65% 9.67% 9.41%

From incorporation (MOA) 336,000 - - -

10-09-2018 (By Allotment) 425,000 358,950 - -

06-10-2018 (By Allotment) 761,000 358,950 -

03-06-2019 (By Allotment) 9,200,000 7,900,100 1,500,000 750,000

03-06-2019 (By Allotment) 4,925,290 4,681,570 5,000,000 -

26-12-2019 (By Allotment) 2,729,458 2,659,914 1,644,000 1600000

14-08-2019 (By Transfer) (2,000,000) - 1,720,000 7,250,000

Total 16,376,748 15,959,484 9,864,000 9,600,000

The company split its share from Tk. 100 to Tk. 10 on October 23, 2018


CHAPTER –XIV

CORPORATE GOVERNANCE


CHAPTER XIV: CORPORATE GOVERNANCE

(a) A disclosure to the effect that the issuer has complied with the requirements of Corporate Governance Guidelines of the

Commission;

MANAGEMENT DISCLOSURE REGARDING COMPLIANCE WITH THE REQUIREMENTS OF

CORPORATE GOVERNANCE CODE OF

BANGLADESH SECURITIES AND EXCHANGE COMMISSION

The Company declares that it has been complied with the requirements of the applicable regulations of Corporate

Governance Guidelines of Bangladesh Securities and Exchange Commission (BSEC) and accordingly constitutes several

committees under the board for good governance. A certificate of compliance from competent authority has been

incorporated accordingly.

Sd/-

Boby N Diaz

Managing Director


(b) A Compliance report of Corporate Governance requirements certified by Competent authority;

Annexure-B

[Certificate as per condition No. 1(5) (xxvii)]

REPORT TO THE SHAREHOLDERS OF BEKA GARMENTS AND TEXTILE LIMITED COMPLIANCE ON THE

CORPORATE GOVERNANCE CODE

[As per required under the Bangladesh Securities Exchange Commission (BSEC) Guideline]

We have examined the compliance status to the Corporate Governance Code by BEKA Garments and Textile Limited for

the period ended 31 December, 2019. This Code relates to Notification No. BSEC/CMRRCD/2006-158/207/admin/80 Dated

on 03 June 2018 of the Bangladesh Securities and Exchange Commission.

Such compliance with the Corporate Governance Code is the responsibility of the BEKA Garments and Textile Limited. Our

examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring

compliance with 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;

(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 required under the Companies Act, 1994, the securities laws and other

relevant laws; and

(d) The Governance of the company is satisfactory.

Dated: 29 January, 2020

Place: Dhaka


STATUS OF COMPLIANCE REPORT ON CORPORATE GOVERNANCE


Status of Compliance with the Corporate Governance Guideline (CGC)

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:

(Report under Condition No.9)

Condition No. Title Complied Not

Complied Remarks (IF ANY)

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).

√

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 director(s);

√

Including 01 (one)

independent directors

total numbers of

directors in the board is

05 (Five)

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

hold 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

shall not hold above-mentioned shares in the

Company;

√

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;

√

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 the 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 a special audit or

professional certifying compliance of this Code;

√

1(2)(b)(viii) who is not an 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);

√

1(2)(b)(x) who has not been convicted for a criminal offense

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 Directors

has been appointed by

the board of Directors on

25-08-2019 and

approved in the next

AGM

1(2)(d) The post of independent director(s) cannot remain

vacant for more than 90 (ninety) days; √

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

,(Company 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 business;

√

1(3)(b) Independent Director shall have the following

qualifications

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

- - N/A

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 an 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

√ - N/A


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;

- - -

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 the respective roles

and responsibilities of the chairperson and the

Managing Director and/ or Chief Executive Officer;

√

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:

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, a threat to sustainability and negative

impact on the 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 the continuity of any extraordinary

activities and their implications (gain or loss); √ No such issue arose

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;

√

Presented in Financial

Statements

1(5)(vii)

A statement of the utilization of proceeds raised

through public issues, rights issues and/or any

other instruments;

√ No such issue arose

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;

No such issue arose

1(5)(ix)

An explanation of any significant variance that

occurs between Quarterly Financial performance

and Annual Financial statements;

No such matter to

explain

1(5)(x) A statement of remuneration paid to the directors

including independent directors √


1(5)(xi)

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 the 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 the preparation

of the financial statements and any departure there

from has been adequately disclosed;

√

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;

√ No such matter to

explain

1(5)(xix) Key operating and financial data of at least

preceding 5 (five) years shall be summarized; √

1(5)(xx)

An explanation of the reasons if the issuer

Company has not declared dividend (cash or stock)

for the year;

No such issue arose

1(5)(xxi)

Board’s statement to the effect that no bonus share

or stock dividend has been or shall be declared as

an 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); - - N/A

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 a 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; √

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 the absolute figure for such changes;

√

1(5)(xxv)(c)

comparative analysis (including effects of inflation)

of financial performance or results and financial

position as well as cash flows for the current

financial year with immediately 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 the

Company’s operation, performance and financial

position, with justification thereof, i.e., the 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)

The report as well as certificate regarding the

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 the

environment, employees, customers and suppliers;

and independence.

2 Governance of the Board of Directors of Subsidiary

Company

The company has no

any 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;

- - N/A

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;

- - N/A

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;

- - N/A

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;

- - N/A

2(e)

The Audit Committee of the holding Company

shall also review the financial statements, in

particular the investments made by the subsidiary

Company.

- - N/A

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 meetings of the Board which

involves consideration of an agenda item relating to

their personal matter.

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 is 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:- For ensuring good

governance in the Company, the Board shall have

at least following subcommittees:

4(i) Audit Committee ; and √

4(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 non-executive 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 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;

No such matter to

explain

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.

No such Incident arose

5(3)(c)

Chairperson of the Audit Committee shall remain

present in the Annual General Meeting (AGM);

√

Will attend in

upcoming 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 the reason for

the 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 √

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 the

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 the Internal Audit and Compliance

process to ensure that it is adequately resourced,

including approval of the Internal Audit and

Compliance Plan and review of the Internal Audit

and Compliance Report;

√

5(5)(d) oversee the hiring and performance of external

auditors; √

5(5)(e)

hold a 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.

√

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; √

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;

√

5(6)(a)(ii)(c)

suspected infringement of laws, regulatory

compliances including securities-related laws, rules

and regulations;

√

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.

No such reportable

Incident arose

5(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 the 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 the 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 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 the

vacancy within 180 (one hundred eighty) days of

occurring such vacancy in the Committee;

No such Incidence

arose

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;

No such Incidence

arose

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 the 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;

No such Incident arose

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.

√ Will attend in

upcoming 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 the 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; √

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 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 the

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.

√

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; √

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. -

No Such Incidence

arose

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

(AGM or EGM) 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. √

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).

-

Will complied while

listing

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 the 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.

-

The professional already

appointed by the board

of directors and will

approved in the

upcoming AGM

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.

√

Sd/-

Boby N Diaz

Managing Director



c) Details relating to the issuer's audit committee and remuneration committee, including the names of committee members and

a summary of the terms of reference under which the committees operate.

The name of audit committee members and remuneration committee members are as follows:

Audit Committee Members Name Nomination and Remuneration Committee

Members Name

Ekhlasur Rahma (Independent Director)

Chairman of the Committee

Ekhlasur Rahma (Independent Director) Chairman

of the Committee

Bani Diaz (Director)- Member of the Committee Micky Diaz (Managing Director) Member of the

Committee

Jhonathan Brook Diaz (Director)- Member of the

Committee

Sanjoy Roy (Chief Executive Officer) Member of the

Committee

Shamim Ahamed (Company Secretary)- Member of

the Committee

Shamim Ahamed (Company Secretary)- Secretary

of the Committee

The terms of reference of the audit committee have 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.

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 have 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.


CHAPTER – XV

VALUATION REPORT OF SECURITIES PREPARED

BY THE ISSUE MANAGER


CHAPTER XV: VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGER:

a) The valuation report of securities to be offered shall be prepared and justified by the issue manager on the basis of the

financial and all other information pertinent to the issue;

The valuation report of securities offered is prepared and justified by the issue manager (Shahjalal Equity Management

Limited and BD Finance Capital Holdings Limited) on the basis of the financial and all other information pertinent to

the Issue.

b) To prepare the valuation report, the issue manager may consider all qualitative and quantitative factors which shall be

explained in details with rationale to consider such factors, the valuation methods used, sources of information and

authenticity of such information;

Qualitative and Quantitative factors for valuation:

Qualitative Justification:

1. Quality Products: As we export our products, we have to maintain producing quality products that increase our sales

volume over the years.

2. Modern Machinery: We have been using modern machinery that increases our productivity.

3. Market Share: Our market share has been increasing rapidly.

4. Management: Management is highly experienced and They are leading persons in their area.

Quantitative Justification:

Primary Valuation method for the Company is considered on the basis of Net Assets Value based valuation and Earnings

based valuation per share.

c) While preparing the valuation report, the issue manager shall avoid exaggeration and biases and shall exercise

independence and due diligence;

We, the issue manager while preparing the valuation report, we avoid exaggeration, biases & independence and due

diligence.

d) The issue manager(s) shall, among others, consider the following methods for valuation of the securities:

Sl. No Valuation Methods Fair Value (BDT)

Method-1 Net asset value (NAV) at historical cost(as on 31 December 2019) 24.91

Net asset value (NAV) at historical cost(as on 30 June 2019) 28.35

Method-2 i. Earning-based-value per Share (Considering average Sector P/E) 102.58

ii. Earning-based-value per Share (Considering average Market P/E) 105.02

Method-3 Average market price per share of similar stocks 91.32

The detail valuation working under the above-mentioned methods are furnished under the head of “valuation under

different methods as prescribed in Clause No. Annexure- E (B) (14) of Bangladesh Securities and Exchange Commission

(public Issue) Rules, 2015” described in this section.

VALUATION UNDER DIFFERENT METHODS AS PRESCRIBED IN CLAUSE NO. ANNEXURE- E (B) (14) OF

BANGLADESH SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2015

METHOD 1: NET ASSET VALUE (NAV) AT HISTORICAL OR CURRENT COSTS PER SHARE

NAV per share is based on the information of the latest audited financial statements as on June 30, 2019. NAV per share

at current costs is BDT 28.35 and December 31,2019 BDT.24.91 that has been derived by dividing the net assets at the end

of the period by the number of outstanding shares before IPO as shown in the table below:

Shareholder's Equity Note

Amount in Taka

December 31, 2019

Amount in Taka June

30, 2019

Share capital A 1,020,000,000 850,000,000

Retained Earnings B 1,521,041,497 1,559,533,860

Total Share Holder's Equity C=A+B 2,541,041,497 2,409,533,860

No. of Shares Outstanding D 102,000,000 85,000,000

Net Tangible Assets Value Per Share E=C/D 24.91 28.35

METHOD 2: I) EARNING-BASED-VALUE PER SHARE (CONSIDERING AVERAGE SECTOR P/E)

Earning-based-value per share based on historical information sourced from audited financial statements and statistics

from Dhaka Stock Exchange Limited (DSE). The value was calculated by considering weighted net profit after tax for the

last 5 (five) years as per audited financial statements & September 30, 2019 and market earnings multiple. The weighted

average Earnings per share (EPS) is BDT. 8.24 and the three months’ average DSE Sector P/E is 12.45 Therefore, Earning-

based-value per share based on overall sector P/E has been derived as BDT. 102.58.

Year No. of Share Net Profit After Tax Weighted Average

No. of Share

Weighted Average

Net profit after tax

December 31,2019 102,000,000 1,315,078,637 0.54 712,136,446

June 30,2019 85,000,000 280,476,964 0.45 126,569,027

June 30,2018 340,000 257,508,204 0.00 464,816

June 30,2017 340,000 282,266,240 0.00 509,506

June 30,2016 340,000 282,575,727 0.00 510,064


Year No. of Share Net Profit After Tax Weighted Average

No. of Share

Weighted Average

Net profit after tax

June 30,2015 340,000 231,147,167 0.00 417,233

Total 188,360,000 2,649,052,939 1.00 840,607,093

Total Number of Share outstanding 102,000,000

EPS Based On Weighted Average Net Profit After Tax 8.24

Average Sector P/E(August, September and October 2019)** 12.45

Historical Earning Based Value Per Share (WEPS X sector P/E) 102.58

METHOD 2:II) EARNING-BASED-VALUE PER SHARE (CONSIDERING AVERAGE MARKET P/E) Earning-based-value per share based on historical information sourced from audited financial statements and statistics from Dhaka

Stock Exchange Limited (DSE). The value was calculated by considering weighted net profit after tax for the last 5 (five) years as

per audited financial statements & September 30, 2019 and market earnings multiple. The weighted average Earnings per share (EPS)

is BDT 8.24 and the three months’ average DSE Market P/E is 12.74 Therefore, Earning-based-value per share based on overall

market P/E has been derived as BDT 105.02.

Year No. of Share Net Profit After Tax

Weighted Average No. of

Share

Weighted Average Net

profit after tax

December 31,2019 102,000,000 1,315,078,637 0.54 712,136,446

June 30,2019 85,000,000 280,476,964 0.45 126,569,027

June 30,2018 340,000 257,508,204 0.00 464,816

June 30,2017 340,000 282,266,240 0.00 509,506

June 30,2016 340,000 282,575,727 0.00 510,064

June 30,2015 340,000 231,147,167 0.00 417,233

Total 188,360,000 2,649,052,939 1.00 840,607,093

Total Number of Share outstanding 102,000,000

EPS Based On Weighted Average Net Profit After Tax 8.24

Average Market P/E( August, September and October 2019)** 12.74

Historical Earning Based Value Per Share (WEPS X sector P/E) 105.02

Calculation of Sector P/E and Average Market P/E

Month Sector P/E Average Market P/E

Sep-19 12.81 13.36

Oct-19 12.13 12.61

Nov-19 12.40 12.26

Average P/E Ratio 12.45 12.74

METHOD 3: AVERAGE MARKET PRICE PER SHARE OF SIMILAR STOCKS

Nature of Business of Beka Garments and Textile Limited is similar to the business of Companies Listed in stock Exchanges under

the Textile Sector. So we have considered the Hwa Well Textiles (BD) Limited, Saiham Textile Mills Ltd & Envoy Textile Ltd. to

calculate the average market price per share of Similar Stock for the last One year. Tables of the calculation are given below:

Sl. No Date Hwa Well Textiles (BD) Limited Saiham Textile Mills Ltd. Envoy Textile Ltd

1 31-Jan-19 39.50 58.60 38.50

2 27-Feb-19 38.60 56.80 36.90

3 31-Mar-19 37.10 50.10 34.03

4 30-Apr-19 36.80 50.80 33.20

5 31-May-19 37.40 46.40 34.03

6 30-Jun-19 38.50 47.00 35.10

7 31-Jul-19 37.20 39.20 33.00

8 30-Aug-19 37.60 42.90 31.60

9 30-Sep-19 36.40 35.00 28.90

10 31-Oct-19 35.20 29.50 26.20

11 30-Nov-19 34.80 38.70 25.10

12 30-Dec-19 32.40 32.20 24.90

Average Price 36.79 43.85 31.79

Average Price of These 03 (Three stocks) 91.32

Sources of information:

1. Annual Report

2. Monthly review published by Dhaka Stock Exchange Limited

Offer Price:

Based on the above-mentioned valuation methodologies as per Bangladesh Securities and Exchange Commission (Public Issue) Rules,

2015, the management of the Company in consultation with the Issue Manager has set the issue price at BDT 10.00 each at par value.

Conclusion:

Therefore, the issue manager & management of the Company believe that the Offering Price of Tk. 10.00 per Share is justified


CHAPTER – XVI

DEBT SECURITIES


CHAPTER XVI: DEBT SECURITIES

(a) The terms and conditions of any debt securities that the issuer Company may have issued or is planning to issue within

next six months, including their date of redemption or conversion, conversion or redemption features and sinking fund

requirements, rate of interest payable, Yield to Maturity, encumbrance of any assets of the issuer of such securities and

any other rights the holders of such securities may have;

Beka Garments and Textile Limited has not issued or is planning to issue any debt securities within 6(six) months.

(b) All other material provisions giving or limiting the rights of holders of each class of debt securities outstanding or being

offered, for example, subordination provisions, limitations on the declaration of dividends, restrictions on the issuance of

additional debt or maintenance of asset ratios;

Beka Garments and Textile Limited has not issued or is planning to issue any debt securities

(c) Name of the trustee(s) designated by the indenture for each class of debt securities outstanding or being offered and

describe the circumstances under which the trustee must act on behalf of the debt holders;

Beka Garments and Textile Limited has not issued or is planning to issue any debt securities therefor there is no trustee

for this issue.

(d) Repayment/ redemption/conversion status of such securities.

Beka Garments and Textile Limited has not issued or is planning to issue any debt securities, therefor there is no

repayment or redemption or conviction status of such securities


CHAPTER –XVII PARTIES INVOLVED AND THEIR RESPONSIBILITIES, AS

APPLICABLE


CHAPTER XVII: PARTIES INVOLVED AND THEIR RESPONSIBILITIES:

Sl. No Parties involved with Beka Garments and Textile Limited Responsibilities

1 Issue

Manager;

1. Shahjalal Equity Management

Limited

2. BD Finance Capital Holdings Limited

The Issue Managers will act as the manager of

the issue for the Public issue as described in

Bangladesh Securities and Exchange

Commission (Public Issue) Rules, 2015.

2 Underwriter’s;

BD Finance Capital Holdings 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.


3 Auditor’s; Shiraz Khan Basak & Co.

Charterd Accountant

Auditors’ responsibility is to express an

opinion on these financial statements based

on the audit. Auditors conducted the audit in

accordance with International Standards on

Accounting (IAS)

4 Cost and Management Accountants; Not applicable to the Company

5 valuer Not applicable to the Company

6 Credit Rating Company. Not applicable to the Company


CHAPTER –XVIII

MATERIAL CONTRACTS


CHAPTER XVIII: MATERIAL CONTRACTS:

The Following are material contracts in the ordinary course of business, which have been entered into by the Company:

(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. Shahjalal Equity Management Limited

ii. BD Finance Capital Holdings Limited

2. Issue Management Agreement between the Company and;

i. Shahjalal Equity Management Limited

ii. BD Finance Capital Holdings Limited

(b) Material parts of the agreements:

1. Issue Management Agreement:

Issue Management agreement with Shahjalal Equity Management Limited

Signing Date 21 December , 2019

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.

Issue Management agreement with BD Finance Capital Holdings Limited

Signing Date 21 December, 2019

Tenure




2. Underwriting Agreement:

Underwriting Agreements with Shahjalal Equity Management Limited


Signing Date: 27 January, 2020

Tenure




(c) Fees payable to different parties:

Name of the Parties Role Fees Payable

Shahjalal Equity Management Limited and


Issue Management

Agreement

Amount in taka.3,500,000/-

Shahjalal Equity Management Limited and


Underwriting Agreement Underwriting commission at the

rate of 0.50% on 35% of the

Total IPO amount.(i.e. Tk.

612,500/-)


CHAPTER –XIX OUTSTANDING LITIGATIONS, FINE OR PENALTY


CHAPTER XIX: OUTSTANDING LITIGATION, FINE OR PENALTY

1. THE FOLLOWING OUTSTANDING LITIGATIONS AGAINST THE ISSUER OR ANY OF ITS DIRECOTES AND

FINE OR PENALTY IMPOSED BY ANY AUTHORITY:

The Beka Garments and Textile Limited or any of its Directors was not involved in any of the following types of Legal

processing are mentioned below:

i) Litigation involving Civil Laws; There are no litigations of the Issuer or Director’s in Civil laws

ii) Litigation involving Criminal Laws; There are no litigations of the Issuer or Director’s in Criminal

Laws.

iii) Litigation involving Securities, Finance

and Economic Laws ;

There are no litigations of the Issuer or Director’s in Securities,

Finance and Economic Laws.

iv) Litigation involving Labor Laws ; There are no litigations of the Issuer or Director’s in Labor Laws.

v) Litigation involving Taxation (Income

tax, VAT, Customs Duty and any other

taxes/duties);

There are no litigations of the Issuer or Director’s in connection to

Taxation (Income tax, VAT, Customs Duty and any other taxes/

duties)

vi) Litigation involving any other Laws; There are no litigations of the Issuer or Director’s in any other

Laws.

2. Outstanding Cases filed by the Company or any of its directors:

There are no 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;

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/duties);

vi) Litigation involving any other Laws.


CHAPTER–XX

RISK FACTORS AND MANAGEMENT’S

PERCEPTIONS ABOUT THE RISKS


CHAPTER XX: RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE RISKS: Any investment always associates with both internal and external risk factors having both direct and indirect effect on the

investments made by the investor. Among those risks some can be averted, others are beyond control, which may cause loss.

Before making any investment decision, investors need to consider the associated risk factors, the risk premium, and management

perception. If any of the following risks actually happens in the business, operational results and financial conditions could suffer

and investors could lose their investments partly or fully. The management of Beka Garments and Textile Limited perceives the

following risk factors, both external and internal, which are enumerated hereunder:

(i) Internal risk factors

(ii) External risk factors

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 a credit risk as there is always lending and borrowing between parties in the form of money and

goods.

Management Perception:

Credit Risk mainly lies with banks and Financial Institutions. Beka Garments and Textile Limited is concentrating its

business in Manufacturing and exporting the same, the Company has enjoyed credit facilities from financial institutions.

However, a certain degree of credit risk lies because of this obligation. The management is well aware of this and management

tries to manage it efficiently through continuous supervision.

b) Liquidity Risk;

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.


Beka Garments and Textile Limited has been dealing with its working capital in an efficient way to maintain liquidity risk.

Management is dealing with accounts payable, inventory and accounts receivable efficiently.

c) The Risk associated with the Issuer’s interest in subsidiaries, joint ventures, and associates;

This risk may arise when the Issuer Company has any Subsidiaries, Joint Venture, and Associates.


Beka Garments and Textile Limited has no subsidiaries, Joint Ventures, and Associates. As a result, this risk factor is not

applicable to the Company.

d) Significant revenue generated from a 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 a limited number of customers and losing that particular customer has a negative impact on

the Company’s sales and Cash flow as well as the textile sector.


Beka Garments and Textile Limited is concentrating on readymade garments Industry and it does not have limited customers

from whom it generates a significant amount of revenue, it is almost free from this sort of risk.

e) Dependency on a single or few suppliers of raw materials, failure of which may affect production adversely;

An interruption in raw material supply may impediment of the smooth production process.


In business, having many suppliers of raw materials helps to get a competitive advantage of the cheaper price of raw

materials. Because it helps to bargain over price with suppliers. In addition, having many suppliers helps to maintain doing

business efficiently. Beka Garments and Textile Limited has several suppliers of raw materials and so it does not depend on

a single or few suppliers of raw materials.

f) More than 20% revenue of the issuer comes from sister concern or associate or subsidiary;

Having 20% revenue generation from sister concern or associated or subsidiary makes issuer dependent on other companies.

Hence, there is dependency risk revenue would be concentrated if it comes from sister concern or associate or subsidiary

Company.


Beka Garments and Textile Limited has no sister concern or associate or subsidiary as a result, this risk factor is not

applicable to the Company.

g) Negative earnings, negative cash flows from operating activities, declining turnover or profitability, during the last five years,

if any;

The Company’s financial strength may abrade due to negative earnings and cash flow consecutively for more than years.


The Company does not have any negative earnings, negative cash flows from operating activities, declining turnover or

profitability during the last five years.

h) Loss-making associate or subsidiary or group companies of the issuer;

The Company may expose to the risk of contagion which refers that the financial problem, especially insolvency, of one

member of a group will bring about the deterioration in the condition of all members.


The Company does not have any associate or subsidiary or group companies. That’s why this risk is immaterial for BGTL.


i) Financial weakness and poor performance of the issuer or any of its subsidiary or associates;

Financial performance has a material impact on the sustainability of the Company as a going concern.


Sales are one of the key indicators of the success of a business if there is a good margin of profit. BGTL has been experiencing

increasing sales growth which is boosting up the profitability for the last five years. Current and quick ratios are also in favor

of the Company.

j) Decline in value of any investment;

Investment value might rise or fall because of market conditions (market risk). The corporate decision, such as whether to

expand into a new area of business or merge with another Company, can affect the value of the investment.


The Company doesn’t have any other investment.

k) Risk associated with useful economic life of plant and machinery, if purchased in second-hand or reconditioned;

There is obsolesces risk relating to plant & Machinery. If the machinery is purchased from secondhand or reconditioned there

is high risk relating to the profitability of the Company.


BGTL uses branded machinery for overall operation. Hence, there is no presence of risk associated with it.

l) Adverse effect on future cash flow if interest-free loan given to related party or such loans taken from Directors may recalled;

There is an interest burden on the Company if the Company gives Loan to the director or related party other excluding

Interest if the money taken as loan. On the other hand, if such loan is taken from a related party or Director there will have

a negative impact on the cash flows to pay off the loan.


There is no as such loan was given to related party or loan is 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;

Conflict of interest between the issuer and its suppliers or major customer arise due to common management may create an

impediment in the day to day business operational process.


No BGTL’s sponsor or Director is engaged in the same line of business as the Company. No supplier of raw materials or major

customer is related to the same sponsors or Directors. So, such a risk is not relevant to BGTL.

n) Related party transactions entered into by the Company those may adversely affect competitive edge.

In many cases related party transaction are undertaken in the course of the normal business of an entity, in view of the nature

of related party relationships and transaction they may carry a higher risk about the ability of the Company to continue in

business as a going concern- if the entity’s interest is constantly subordinated to that of related party.


BGTL did not engage in any such transaction, which may adversely affect the 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;

The future business process or revenue may hinder by any such restrictive covenants stipulated in the agreement with

shareholders, with the sponsor or any loan agreement with the bank or financial institutes.


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;

RMG industry operates mutually by workers and management mutual understanding. Owners are always concern about the

worker's demand.


Employee unrest is part of the business and it is important to deal with labor unrest efficiently. BGTL has different incentive

packages for their employees so that they can be beneficial through such a package. This is they believe that employees are

a very important part of the business.

q) Seasonality of the business of the issuer;

Revenue of the Company would be affected if the business is seasonal or if the Company is not doing business over the year.


Textile sector is the leading industry of our country. Bangladesh is looking forward to earning 50 billion US dollar from this

industry in the near future. Hence, there is no Seasonality of the business of the issuer.

r) Expiry of any revenue generating contract that may adversely affect the business;

The revenue would be squeezed if any contract for which revenue generated had expired.


The Company is not at risk of losing any revenue generating contract that may adversely affect the business.


s) Excessive dependence on debt financing which may adversely affect the cash flow;

The Company may expose to a high degree of risk and its future cash flow from operation shall be squeezed due to financial

expenses.


The management of BGTL is fully aware of the risk and always trying to mitigate the dependency on debt financing which

may adversely affect the Cash Flow of the Company. This is one of the important facts that drive BGTL to equity financing

through a Public Offer.

t) Excessive dependence on any key management personnel absence of whom may have adverse effect on the issuer’s business

performance;

Key Management personnel have a key role in the organization for the smooth operation of the Company. If key management

personnel turnover is high that has an adverse impact on organizational day to day activities.


Corporate Governance is well practiced in BGTL. The Company also has a well-placed organogram. So any change in the key

management can be replaced with capable professionals.

u) Enforcement of contingent liabilities which may adversely affect financial condition;

Contingent liabilities are likely to have a negative impact on a Company’s stock share price because they threaten to reduce

the Company’s asset and net profitability. The extent of the impact on share price depends on the estimated probability of

the contingent liabilities becoming actual liabilities.


The Company does not have any contingent liabilities which may adversely affect the financial condition.

v) Insurance coverage not adequately protect against certain risks of damages;

The Company shall expose to significant loss if its assets are not properly covered by insurance.


The Company has different insurance coverage for all the relating issues that are risky to operate a business.

w) Absence of assurance that Directors will continue its engagement with Company after expiry of lock-in period;

The Company may expose to certain risk to operate its day to day business operations if the current director’s engagement

shall not continue after the expiry of the lock-in period.


The Directors are involved in the business for a long time and they will continue the business after the expiry of the lock-in

period.

x) Ability to pay any dividends in the future will depend upon future earnings, financial condition, cash flows, working capital

requirements, and capital expenditure;

Any future dividend payment depends on the future revenue generation. Any negative earnings in the future shall be

hindered future financial stability of the Company.


BGTL is a profitable entity over a long time and the profit is on the uptrend. So the management believes that it will be able

to pay a dividend from earning a 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;

History of non-operation indicates weak operational management of the Company. Non-operation leads to negative cash

flow, incurring losses and bankruptcy in the worst-case scenario.


As a manufacturer, BGTL takes its operation very seriously. They know, if the operation is stopped for one day that can

hamper supply to their customers. In any situation, they do not compromise with their operation. Such a case is not

happening in the history of BGTL.

z) Risks related to engagement in new type of business, if any;


There is no such risk relating to engagement in a new type of business.

aa) Risk in investing the securities being offered with comparison to other available investment options;

The Company would be exposed to potential financial distress if the return on investment is low compared to alternative

investment options they have.


Beka Garments and Textile Limited is a profitable entity for a long time and the management operates the business

efficiently. There is the presence of a certain degree of risk associated with investing the securities in the capital market. The

potential investors are requested to carefully read the prospectus and understand the business potential of the Company

before making an investment decision.

bb) Any penalty or action taken by any regulatory authorities for non-compliance with provisions of any law;

The Company shall have a risk to expose of eroded its brand name and goodwill in case of penalty or action taken by the

regulatory authority.



The management believes that it is highly unlikely that, any penalty or action may be required to be taken by any

regulatory authorities for non-compliance with provisions of any law.

cc) Litigations against the issuer for Tax and VAT related matters and other government claims, along with the disclosures of the

amount, the period for which such demands or claims are outstanding, financial implications and the status of the case;

Any litigation in terms of unsettled tax, VAT or any other Govt. claim may hamper the business operation of The Company

as well as may create future potential financial losses.


The Company doesn’t have any litigation relating to Tax, VAT or other government claims against the Company.

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.


The Company has entered into a lease agreement with Adamjee Export Processing Zone Authority (AEPZA) for thirty

years agreement. The registered office and the factory of the Company is situated in the same premises allocated by AEPZA.

The lease being renewable with mutual consent with AEPZA. Mentionable here that, the Company will be able to continue

another 30 years in the same premises as per enhancement of the lease agreement with AEPZA.

ee) Lack of renewal of existing regulatory permissions/ licenses;

Non-renewal of the license may hamper day to day business operation of the Company.


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;

There may have a legislative impact on the business operation of any Company by any judgment of Honourable High Court

in case of failure of any listed Company of the group for not comply with the state laws such as The Companies Act 1994 or

payment of dividend to the shareholders in due course.


There is no incident of failure in holding AGM or declaring dividend or payment of interest by any listed securities of the

issuer or any subsidiaries or associates because BGTL does not have any Subsidiary & associates companies.

gg) Issuances of securities at lower than the IPO offer price within one year.

If the issuer was issued share at lower than the IPO offer price within one year, there have possibilities to arise misperception

about IPO price.


The Company will don't issue any of its securities at lower than the IPO offer 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;

Any refusal of an application for public issue of any securities of the issuer may hinder confidence of the Company or convey

a negative impression about the financial status to the shareholders.


Beka Garments and Textile Limited has no subsidiary or associates. No refusal of an application for public issue of any

securities of the Beka Garments and Textile Limited at any time by the commission.

II. EXTERNAL RISK FACTORS MAY INCLUDE AMONG OTHERS:

a) Interest Rate Risks;

Interest rate risk is the risk that the Company faces due to unfavorable movement in the interest rates. Changes in the

government’s monetary policy, along with increased demand for loans/investments tend to increase the interest rates. Such

rises in interest rates mostly affect companies having floating rate loans or companies investing in debt securities.


Since the Beka Garments and Textile Limited has not borrowed funds at a flexible rate, hence, the Interest rate risk does

not arise. The Company has been repaying borrowed funds on a continuous basis to reduce such interest risk.

b) Exchange Rate Risks;

Exchange rate risk occurs due to changes in exchange rates BGTL is engaged in global trade as it procures its raw materials

from overseas markets. Therefore, fluctuations in the related foreign currency rates may affect adversely to the Company’s

liquidity and profitability and expose a threat to the stability of the Company.


The Company receives the entire export proceeds in foreign currency and makes the majority of the Import payments in

foreign currency as well. For a given depreciation of Taka against a particular foreign currency like the US Dollar, the

import payment and export proceeds will both be higher in terms of Taka. In the case of an appreciation of Taka against

the same currency, the opposite will occur. Hence, the Company has a natural hedge against exchange rate risk.


c) Industry Risks;

Industry risk refers to the risk of increased competition from foreign and domestic sources leading to lower prices, revenues,

profit margins, market share etc. which could have an adverse impact on the business, financial condition and results of

operation.

Management perception:

The Company continuously carries out research and development (R&D) to keep pace with customer choices and fashion.

d) Economic and Political risks;

Economic risks:

Our performance and growth are dependent on the health of the Bangladesh economy. The economy could be adversely

affected by various factors such as political or regulatory action, including adverse changes in liberalization policies, social

disturbances, terrorist attacks and other acts of violence or war, natural calamities, commodity and energy prices, and

various other factors. Any significant changes may adversely affect our business and financials


Bangladesh economy has been flourishing over the years with a consistent growth rate of 6% plus. Per capita income of our

country has been increased as well. In addition, favorable government policies are also key factors. The government has

now aimed at 7% plus future growth for our country.

Political risks;

Bangladesh is prone to serious unrest in the political condition which produces Harte, Road-Block and many other barriers

to the business. This could also propel the cost of the product upwards.


During the last forty-five years of the post-independence period, Bangladesh has gone through a variety of political

situations. But presently, a sound political atmosphere is prevailing in the country. Both the ruling and opposition parties

are committed to the betterment of the country. Last democratic national assembly election and local council polls are

instances of the peaceful political situation in Bangladesh.

e) Market and Technology-related Risks;

Market risks:

The BGTL is an exporter. Any economic recession, changes in tastes and fashions of the consumers, national income and

other related factors may cause to decline the market demand for the Company products.


BGTL always gives values to its customers’ satisfaction and changes in tastes and fashion. Hence, BGTL has been dedicated

to delivering any changes in customers’ demand and new fashion trend as well.

Technology-related risks;

Changes in technologies may hamper the cost efficiency of the Company

Management perception;

BGTL applies the latest technology in the manufacturing process in the production. BGTL is very concerned with using

high performance and sophisticated equipment. Not only sophistication but also strength is one of our priorities. In the case

of new technologies, we have mastered adaptation techniques without hampering the cost efficiency of the Company.

f) Potential or existing government regulations;

The Company conducts its business under the Companies Act, 1994, different taxation policy adopted by NBR, Bangladesh

Security and Exchange Commission rules and rules adopted by other regulatory bodies. The existing Government rules and

regulations are favorable to the Company. Any abrupt changes in the policies may adversely affect the profitability and the

operation of the Company.


RMG export is a vital sector for the growth of the economy of Bangladesh. Government incentives and subsidies are crucial

to maintaining the sustainability and growth of this sector. The Government is aware of this fact. Hence, it is rationally

expected that any undue tax or duty will not be imposed that may adversely affect the sector’s sustainability. Rather, the

Government is keen to support the industry. Finally, any changes in VAT, tax, or duty structure will affect all the operators

in the industry. However, BGTL has greater resistance ability due to its cost-efficient operation process.

g) Potential or existing changes in global or national policies;

Changes in the existing global or national policies can have either a positive or negative impact on the Company’s

profitability. The performance of the Company may be affected due to unavoidable circumstances in Bangladesh, as such

any structural change in textile industry, war, terrorism, political unrest, natural and man-made disasters like the one

happened with ‘Rana Plaza’ in Savar and ‘Tazrin Garments’ in Savar in the country which may adversely affect the

economy in general.


As a least developed country, Bangladesh enjoys GSP facilities from EU countries. Withdrawal of this facility in the near

future is least likely. The organization’s management is always conscious of full compliance of the buyer specific

requirements on a continuous basis. The Company is striving to diversify its international client base through greater

marketing initiatives. This will provide the Company with greater sustainability against changes in buyer specific policy

changes.

h) Statutory clearances and approvals those are yet to be received by the issuer.

To smooth running of the business operation statutory clearance is required.



The Company has collected all the statutory clearance and approval to operate its business. The necessary update and

renewal is a continuous process. Hence, there is a limited degree of such risk associated with the Company.

i) The Competitive condition of the business;

BGTL is operating in a free market economy regime. The Company might have to face staff competition from its

competitors. Easily availability of global products in the local markets adds to the competition, challenging the profitability

of the business.


Bangladesh is the prime source of the cheapest labor in the world, gaining comparative advantages for its industries over

their global competitors. Other overhead costs are also low in Bangladesh. As a result, the Company has been able to

maintain the cost of products most competitive. Moreover, over the last few years, the Company has built a trustworthy

relationship with its customers, which helps the Company avoid competition with others.

j) Complementary and supplementary products/services, which may have an impact on the business of the issuer.

Complementary and supplementary product may have an impact on the sale of the existing product of the Company.


The Company has not faced any challenges relating to supplementary and complementary products and Management is

concerned with the issue. In the future, if necessary, management may diversify the product to be competitive with the

competitors.


CHAPTER –XXI

DESCRIPTION OF THE ISSUE


(CHAPTER-XXI) DESCRIPTION OF THE ISSUE:

a. Issue Size: Total issue size of 35,000,000 Ordinary shares of Tk.10.00 each at par totaling Tk.350,000,000.00

b. Number of Securities to be issued;

Public issue of 35,000,000 Ordinary Shares

c. Authorized capital and paid-up capital;

Authorized Capital: Tk.1,500,000,000

Paid-up Capital: Tk.1,020,000,000

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

Face Value: Tk. 10.00

Offer Price per unit of securities: Tk. 10.00

e. Number of securities to be entitled to each category of applicants;

IPO size will be 35,000,000 ordinary shares @ TK.10.00 each at par totaling Tk.350,000,000. As per the Bangladesh

Securities and Exchange Commission (Public Issue) Rules, 2015, 10% of total Initial Public Offering shall be reserved for

mutual funds, 30% for other eligible investors (EIs), 10% for non‐resident Bangladeshi (NRB) and 50% for other general

public. The position is thus as follows:

Category Particulars Number of Shares Amount in BDT

Eligible

Investors (EIs)

10% of IPO i.e. 3,500,000 Ordinary Shares shall be

reserved for Mutual Funds and CIS 3,500,000 35,000,000


reserved for other Eligible Investors 10,500,000 105,000,000

General Public

(GP)


reserved for Non- Resident Bangladeshis (NRB) 3,500,000 35,000,000


reserved for General Public

(excluding NRB).

17,500,000 175,000,000

Total 35,000,000 350,000,000

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

The Company has issued only ordinary shares. Holding structure of different classes of securities before and after the issue

is as follows:

Sl.

No Name of Director & Sponsor

No. of Ordinary Shares Hold Percentage of Holding

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

1 Sponsors & Directors 42,126,912 42,126,912 41.30% 30.75%

2 Institutional 33,815,800 44,315,800 33.15% 32.35%

3 Mutual fund - 3,500,000 0.00% 2.55%

4 Individual 26,057,288 43,557,288 25.55% 31.79%

5 Non-Residential

Bangladeshis (NRBs) - 3,500,000 0.00% 2.55%

Total 102,000,000 137,000,000 100.00% 100.00%

g. Objective of the issue including financing requirements and feasibility in respect of enhanced paid up capital.

Net proceeds from Initial Public Offering (IPO) will be used for Construction of factory building expansion unit, Acquisition

of plant and machinery, Bank Loan Repayment and IPO expenses.

Sl. No Particulars Amount in TK

1 Construction of Factory Building Expansion unit 152,994,500

2 Acquisition of Plant and Machinery 80,755,676

3 Repayment of Bank Loan 100,000,000

4 IPO Expenses 21,981,500

Total 350,000,000


Feasibility Report Enhanced Paid Up Capital


Statement of Financial Position (Projected)

As at 30 June 2019,2020,2021 and 2022


30-Jun-19 30-Jun-20 30-Jun-21 30-Jun-22

Assets Audited

Non-Current Assets 1,576,868,826 1,640,014,775 1,835,437,597 2,096,063,920

Property, Plant and Equipment 1,384,849,526 1,539,938,512 1,675,128,703 2,086,587,931

Capital Working Progress 192,019,300 100,076,263 160,308,894 9,475,989

Current Assets 1,142,011,430 1,377,281,786 1,757,027,893 1,927,564,655

Inventories 452,970,587 465,217,437 511,739,181 588,500,058

Trade and Other Receivables 610,367,329 659,196,715 692,156,551 775,215,337

Advances, Deposits and Prepayments 10,141,713 44,541,897 44,987,316 85,475,900

Cash and Cash Equivalents 68,531,801 208,325,737 508,144,845 478,373,360

Total Assets 2,718,880,256 3,017,296,561 3,592,465,490 4,023,628,575

Shareholders' Equity and Liabilities

Shareholders' Equity 2,409,533,860 2,719,678,237 3,411,246,294 3,801,636,573

Share Capital 850,000,000 1,020,000,000 1,370,000,000 1,370,000,000

Retained Earnings 1,559,533,860 1,699,678,237 2,041,246,294 2,431,636,573

Non -Current Liabilities 177,824,373 176,046,129 76,046,129 96,148,834

Long Term Loan (Non-Current

Portion) 177,824,373 176,046,129 76,046,129 63,071,146

Deferred Tax Liabilities - - - 33,077,688

Current Liabilities 131,522,023 121,572,195 105,173,067 125,843,168

Trade and Other Payables 23,910,402 23,408,823 22,885,175 22,334,476

Short Term Borrowings 25,267,667 25,036,856 26,585,952 29,132,878

Long Term Loan (Current Portion) 47,813,703 38,250,963 20,477,632 12,974,983

Current Tax Liabilities - - - 20,365,563

Liabilities for Expenses 34,530,250 34,875,553 35,224,308 41,035,268

Total Shareholders' Equity and

Liabilities 2,718,880,256 3,017,296,561 3,592,465,490 4,023,628,575

Net Asset Value per Share (NAV) -

Basic 28.35 26.66 24.90 27.75

B. Statement of Profit or Loss and other Comprehensive Income (Proposed)

particular

Amount in Taka

01 July 2018

To

30 June 2019

01 July 2019

To

30 June 2020

01 July 2020

To

30 June 2021

01 July 2021

To

30 June 2022

Revenue 2,163,412,780 2,271,583,419 2,498,741,761 2,876,551,515

Less: Cost of Goods Sold 1,678,884,652 1,756,615,458 1,927,279,520 2,212,931,081

Gross Profit 484,528,128 514,967,961 571,462,241 663,620,435

Less: Operating Expenses 159,916,049 169,848,346 187,503,888 208,150,249

Administrative Expenses 97,699,849 104,148,039 116,810,358 129,963,204

Marketing & Selling Expenses 62,216,200 65,700,307 70,693,531 78,187,045

Profit from Operation 324,612,079 345,119,615 383,958,353 455,470,186

Less: Finance Cost 45,298,944 36,239,155 21,743,493 13,046,096

Add: Other Income 1,163,828 1,263,917 1,334,697 1,409,440

Profit Before Income Tax 280,476,964 310,144,377 363,549,556 443,833,530

Income Tax Expenses - - - 53,443,251

Current Tax - - - 20,365,563

Deferred Tax - - - 33,077,688

Net Profit After Tax 280,476,964 310,144,377 363,549,556 390,390,279

Other Comprehensive Income - - - -

Total Comprehensive Income for the Year 280,476,964 310,144,377 363,549,556 390,390,279

Earnings Per Share (EPS)- Basic 6.58 3.65 3.38 2.85

Place: Dhaka

Dated: January 27, 2020




CHAPTER –XXII

USE OF PROCEEDS


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;

Sources of Fund:

Issue Size (Number of Shares to be issued) Issue Price Amount in Taka

35,000,000 Shares Tk. 10.00 350,000,000

Less: IPO Expenses (Approx.) (21,981,500)

Net IPO Proceeds 328,018,500

Use of the net proceeds from the IPO:

Net proceeds from Initial Public Offering (IPO) will be used for Construction of Factory Building Expansion unit, Acquisition

of plant machinery, Bank Loan Repayment and for IPO Expenses.

The Details of which is stated as under:

Sl. No. Particulars Amount in TK

1 Construction of Factory Building Expansion unit 147,262,824

2 Acquisition of Plant and Machinery 80,755,676

3 Repayment of Bank Loan 100,000,000

4 IPO Expenses 21,981,500

Total 350,000,000

1. Construction of Factory Building Expansion unit:

Floor Area Approx. 42000 (21000*2) Sft with roof top of 2nd floor existing factory side.

Sl. No Item of Works Unit Quantity Rate Total Amount

A Mobilization

1 Labour Shed, Cement Go down , Toilet etc. 1.00 212,100.00 212,100

2 Marking for pile & Carth Cutting SFT 21,000 1.00 21,000

3 Office Expenses for AEPZA, Custom LS 1.00 244,000.00 244,000

Boundary & Sand Filling - -

4 Boundary SFT 12,000.00 305.00 3,660,000

5 Sand Filling Cft 800,000.00 19.00 15,200,000

RCC Work - -

Pill Work RFT 461.20 1,415.00 652,603

6 24" dia Pile RFT 6,160.00 1,415.00 8,716,400

7 20" dia pile RFT 3,220.00 1,260.00 4,057,200

8 Earth Cutting Cft 60,724.00 12.00 728,688

9 Pile Head Breaking Cft 2,402.41 183.00 439,641

10 Cement Concrete Cft 941.14 66.00 62,115

11 Pile Cap Casting Cft 6,435.09 365.00 2,348,808

12 Pile Cap Reinforcement Ton 32.57 64,300.00 2,094,251

13 Under Ground /Fire Water Tank, Septic Tank Cft 1,779.10 569.00 1,012,308

14 Lift Core Cft 140.90 569.00 80,172

15 Reinforcement Ton 6.38 76,500.00 488,070

16 Grade Beam Cft 4,035.32 480.00 1,936,954

17 Reinforcement for grade beam Ton 18.11 76,500.00 1,385,415

18 Ground Floor R.B.C Casting Cft 10,087.00 280.00 2,824,360

19 Reinforcement Ton 15.69 76,500.00 1,200,285

20 Earth Filling Cft 60,724.00 6.00 364,344

21 Sand Filling Cft 56,485.00 19.00 1,073,215

22 Bricks Flat Soling in /c fliir & Pile cap SFT 22,425.51 47.00 1,053,999

SUB-TOTAL - 49,855,927

B RCC Work: Ground Floor

1 Colum up to Plinth Cft 410.31 468.00 192,025

2 Colum Cft 1,692.00 468.00 791,856

3 Stair Cft 745.50 468.00 348,894

4 Beam Cft 3,007.92 476.00 1,431,770

5 Roof Slab Cft 13,091.60 450.00 5,891,220

6 Ground Floor Reinforcement Ton 73.73 76,500.00 5,640,345

SUB-TOTAL - 14,296,110

C RCC Work : 1st Floor - -

1 Colam Cft 1,692.00 470.00 795,240

2 Stair Cft 745.50 470.00 350,385

3 Beam Cft 3,007.92 430.00 1,293,406


Sl. No Item of Works Unit Quantity Rate Total Amount

4 Slab Cft 13,091.60 428.00 5,603,205


SUB-TOTAL - 17,851,452

D RCC Work :2nd Floor - -

RCC Work - -

1 Colam Cft 1,211.40 470.05 569,423

2 Stair Cft 638.64 470.05 300,195

3 Beam Cft 899.29 470.05 422,715

4 Slab Cft 8,091.00 450.09 3,641,715


SUB-TOTAL - 11,063,666

E Over Head Water Tank - -

1 Rcc For Wall, Beam , slab etc CFT 613.98 1,536.00 943,073

2 Reinforcement for lintle /Sunshade Ton 3 73,145.00 219,435

- 1,162,508

F Work Ground Floor To 2ndFloor - -

1 10" or above M/Made brick work Cft 2,793.58 340.00 949,817

2 5" Bricks work Sft 5,680.00 130.00 738,400

3 5" B/W Machine Made Bricks work Sft 25,024.97 130.00 3,253,246

4 Pointing Works Sft 5,100.75 30.00 153,023

5 12-6 mm Plaster Sft 40,302.84 30.00 1,209,085

6 Plaster with NCF Sft 1,680.00 45.00 75,600

7 Grill Work Sft 2,244.91 196.00 440,002

8 Collaspssible Gate Sft 320.00 490.00 156,800

9 Stair Raling Sft 984.00 150.00 147,600

10 Thai Aluminum Window Sft 2,244.91 396.00 888,984

11 Thai Aluminum Door Sft 168.00 488.00 81,984

12 Floor hardonite Sft 20,191.00 85.00 1,716,235

13 Floor Tiles Sft 45,125.00 140.00 6,317,500

14 Floor Tiles Toilet Sft 4,040.00 140.00 565,600

15 Wall Tiles Toilet Sft 14,527.36 125.00 1,815,920

16 Stair Tiles Sft 4,698.29 150.00 704,744

17 Door Fram Wooden Sft 44.00 422.00 18,568

18 Door Shutter ( Flush) Sft 147.00 430.00 63,210

19 Door Shutter Sft 536.00 430.00 230,480

20 PVC Door no 107.00 4,880.00 522,160

21 MS Door no 4.00 7,320.00 29,280

22 Polish Work Sft 1,802.86 50.00 90,143

SUB-TOTAL - 20,168,381

G Paint Work - -

1 Plastic Paint (internal) Sft 119,313.75 25.00 2,982,844

2 Weather Coat (External) Sft 12,164.12 25.00 304,103

3 Enamel Paint Sft 3,367.36 18.00 60,612

SUB-TOTAL - 3,347,559

H Electrical & Sanitary Work - -

Plumbing & Sanitary 42,000.00 65.00 2,730,000

Electrical Light & Power 42,000.00 366.00 15,372,000

SUB-TOTAL 18,102,000

I Approach Road and Surface Drain

Approach Road RFT 59,529.00 180.00 10,715,220

Surface Drain RFT 1,000.00 500.00 500,000

SUB-TOTAL 11,215,220

J

Architectural and Structural Design-Drawings including elevation and section of building,

layout plan of column, beam, brick wall, toilet portion, steel structure of column head, Beam

parting & roof sheet details of doors, windows, parapet and drop walls

200,000

GRAND TOTAL (A+B+C+D+E+F+G+H+I+J) 147,262,824


2. Acquisition of Plant and Machinery:

Sl

No Description Brand Model Q.T.Y

Unit

Price(Usd) Total Usd

Exchange

Rate

(Bdt)

Total Amount

In (BDT)

1 Singel Needle Juki 8700s 385 800.00 308,000.00 83.6 25,748,800.00

2 Over Lock 5t Juki Mo6716s 20 1,200.00 24,000.00 83.6 2,006,400.00

3 Over Lock 4t Juki Mo6700h 20 700.00 14,000.00 83.6 1,170,400.00

4 Dubble Needle Juki Lh3568a 12 3,300.00 39,600.00 83.6 3,310,560.00

5 Barteck Juki Lk1900al 10 2,880.00 28,800.00 83.6 2,407,680.00

6 Button Stitch Juki Lk91903a 13 2,900.00 37,700.00 83.6 3,151,720.00

7 Cycle Machine Juki Ams210elh 5 8,850.00 44,250.00 83.6 3,699,300.00

8 Eyelet Hole Juki Meb3200j 10 11,000.00 110,000.00 83.6 9,196,000.00

9 Flat Lock Juki Ma7723u1 10 1,200.00 12,000.00 83.6 1,003,200.00

10 Flat Lock (Sb) Juki Mf7823u1 10 3,274.00 32,740.00 83.6 2,737,064.00

11 Flat Lock (Hm) Juki Mf1823h1 10 3,275.00 32,750.00 83.6 2,737,900.00

12 Kansa Kansa Dfb1411pp 10 1,480.00 14,800.00 83.6 1,237,280.00

13 Kansa Loop Kansa Df1400 1h 12 1,295.00 15,540.00 83.6 1,299,144.00

14 Button Hole Juki Lbh 781u 10 1,700.00 17,000.00 83.6 1,421,200.00

15 Feet Of The Arm Juki Mh1261mf 11 1,700.00 18,700.00 83.6 1,563,320.00

16 Velcro Cutting Cutex Tbc-50r 10 800.00 8,000.00 83.6 668,800.00

17 Chain Stitch Juki Hn 380 16 600.00 9,600.00 83.6 802,560.00

18 Snap Button Artica Artica-80 12 450.00 5,400.00 83.6 451,440.00

19 Fusing Machine Hashima 600b 2 8,000.00 16,000.00 83.6 1,337,600.00

20 Thread Cutting

Machine

Unisum Us100 2

850.00 1,700.00 83.6 142,120.00

21 Compressor Box Juki 380f 2 2,380.00 4,760.00 83.6 397,936.00

22 Lay Cutting

Machine

Juki Ec3 4

379.24 1,516.96 83.6 126,816.57

23 Cutting Machine Km Km 5 1,125.00 5,625.00 83.6 470,250.00

24 Fabric Check

Machine

Ft Mx3 1

8,500.00 8,500.00 83.6 710,600.00

25 Recone Machine Rct B2000c 1 480.00 480.00 83.6 40,128.00

26 Piping Cutter

Machine

Aroston Artica-80 1

800.00 800.00 83.6 66,880.00

27 Cad Machine

Marker

Winda Winda 1

12,000.00 12,000.00 83.6 1,003,200.00

28 Compressor Komsan Dtek-30 1 8,500.00 8,500.00 83.6 710,600.00

29 Genarator Atlas 375k 2 30,000.00 60,000.00 83.6 5,016,000.00

30 Steeple Machine Artica Ar8080 2 500.00 1,000.00 83.6 83,600.00

31 Spot Drictor

Machine

Malkan Mlk65 1

3,632.00 3,632.00 83.6 303,635.20

32 Pp Machine Brother Senb230429-

D*20

2

600.00 1,200.00 83.6 100,320.00

33 Needle Drictor Hashima Hn-770g-100 1 9,800.00 9,800.00 83.6 819,280.00

34 Iron Maxl Maxl 8 61.00 488.00 83.6 40,796.80

35 Iron Table Malkan Malkan 7 250.00 1,750.00 83.6 146,300.00

36 Lockstitch Single

Needle

Sunstar Km-350 A/B

8 690.00 5,520.00 83.6 461,472.00

37 Button Attach Juki Mb-373 9 800.00 7,200.00 83.6 601,920.00

38 Cuff Machine Sunstar Km-380 2 900.00 1,800.00 83.6 150,480.00

39 Velcro Cutting Cutex Tbc-50r 3 1,500.00 4,500.00 83.6 376,200.00

40 Chain Stitch Juki Hn 380 5 700.00 3,500.00 83.6 292,600.00

41 Fusing Machine Hashima 600b 1 2,000.00 12,000.00 83.6 992,335.60

42 Hit Selling

Machine

Max 38*38 1

1,255.00 1,255.00 83.6 104,918.00

43 Boyler Machine Malkan Mlk50kw 1 19,700.00 19,700.00 83.6 1,646,920.00

Total 80,755,676


BEKA Garments and Textile Limited

Statement of Use of Proceeds of IPO Fund

Repayment of Bank Loan

Sl.

No

Description of Loan Balance as on 31

December, 2019

Paid from

IPO Proceeds Name of Bank A/C Number

01. Trust Bank Limited Term Loan-2450 209,829,100 100,000,000

Total 209,829,100 100,000,000

b) Utilization of the total amount of paid-up capital and share premium, if any, including the sponsor’s contribution and capital

raised of the issuer at the time of submission of a prospectus, in details with an indication of use of such funds in the financial

statements.;

This Fund has already deployed by the issuer in the following manner.

Accounting

Year Items

Amount in

BDT Reflected in Cash Flows

2009-2010 Preliminary Expenses

and Working process 3,400,000

In the statement of Cash Flows, this figure is included as

preliminary expenses.

2012-2013 Plant and machinery 57362330 In the Statement of Cash flows, the figure is included under

the head of Investing Activities.

2013-2014

Plant and machinery

166,460,122 In the Statement of Cash flows, the figure is included under


2014-2015 24,677,548 In the Statement of Cash flows, the figure is included under


2018-2019

Land Development 20,345,670 In the Statement of Cash flows, the figure is included under


Plant and machinery 188,315,328 In the Statement of Cash flows, the figure is included under


Factory Building 125,634,580 This figure is included in total amount of fixed Asset

acquired under the head of Investing Activities.

Bank Loan Repayment 60,000,000 In the Statement of Cash flows, the figure is included under


Motor vehicle 25,767,323 In the Statement of Cash flows, the figure is included under

the head of Investing Activities..

Fire Extinguisher 15,006,959 In the Statement of Cash flows, the figure is included under


Electric Installation 25,254,187 In the Statement of Cash flows, the figure is included

under the head of Investing Activities.

Fire Hydrant System 23,800,000 In the Statement of Cash flows, the figure is included


Boiler & Compressor 15,050,000 In the Statement of Cash flows, the figure is included


Furniture & Fixture 7,701,894 In the Statement of Cash flows, the figure is included

under the head of Investing Activities. Capital Raised Through

Bonus Share 49,999,500

Nil

2019-2020

Factory Building 41,224,559 In the Statement of Cash flows, the figure is included under


Capital raised through

Bonus share 170,000,000

Nil

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 is an investment in a joint venture, a subsidiary, an associate or any acquisition.

d) If IPO proceeds are not sufficient to complete the project, the source of the 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 the

financing, including details of bridge loan or 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.


e) A schedule mentioning the stages of implementation and utilization of funds received through a public offer in a tabular form,

progress made so far, giving details of the 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;

DECLARATION ABOUT THE UTILIZATION OF FUNDS RECEIVED THROUGH PUBLIC OFFER

Sl. No. Particulars Approximate date of

Completion of the projects

Projected date of full

commercial operation

1 Construction of Factory

Building Expansion unit Installation will be started

after receiving of IPO

Fund

Within 24 months after

receiving IPO Proceed

Within three months

of the completion of

the project 2 Acquisition of Plant and

Machinery

3 Repayment of Bank Loan Repayment of Bank Loan of

Trust Bank Limited Within 02 Month after receiving IPO fund

4 IPO Expenses Paid on trankly basis

Sd/-

Boby N Diaz

Managing Director

Sd/-

Sanjoy Roy

Chief Financial officer

Sd/-

Micky Diaz

Chairman

On behalf of Board OF Directors

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;

As per rule Annexure-E (B) (21) (f), there is no contract covering any of the activities of the issuer for which the proceeds of

the sale of securities are to be used.

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;

The Company will not use any of the issue proceeds for working capital. So, this part is not applicable to the Company.

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 proposed investment is for an expansion project to the existing product line of the company which has been mentioned in

use of IPO proceeds and projects implementation schedule. The company is undertaking no other activities like diversification,

modernization except this expansion.

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 is planning to implement the project independently, at a time, not in a phased manner.

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/feasibility report by the relevant professionals not connected to the issuer, issue manager and

register to the issue with the cost of the project and means of finance, weaknesses, and threats, if any, as given in the appraisal

or feasibility report;

FEASIBILITY STUDY REPORT

OF


SUMMARY

1. Name of project: Beka Garments and Textile Limited

2. Location of the project: The Registered office of the Company is situated in PMP Plaza, 14, Kemal Ataturk

Avenue, Banani C/A, Dhaka-1213.The factory of the Company is located at Plot no-FS SFB 01, Adamjee Export

Processing Zone (AEPZ), Shiddirgonj, Narayangonj.

3. The project: Beka Garments and Textile Limited 100% Manufacturing and Export Oriented Garments. The

company was incorporated as a Private Limited Company on 07 October 2010 under the Companies act 1994.

Subsequently, the Company was converted into a Public Limited Company by shares on 23 October, 2018.The

company started its commercial operation 07 June, 2011. The principal activities of the company are manufacturing

and exporting readymade garments product. The company is specialized in manufacturing Long Pant, Jacket, Rain

Breaker, Short Pant, Swim Sports, Tennis Shorts, Running Shorts, 5 Pocket Basic Pants, Cargo Pants, Bermuda

Pants, Chino Pants, Jogger Pants, Jogging Pants, Padding Jackets, Softball Jackets, Windbreakers, Ski Jacket,


Fleece Jacket, Trucker Jacket, Trucker Jacket with ZIP Detachable, Ladies Blouse, Ladies Cord Tops, Ladies Tops

etc.

4. Means of finance:

Items Retained Earnings Equity in share Total

Finance(BDT)

Initial Public Offer (IPO) - 35,000,000 350,000,000

Total - 35,000,000 350,000,000

5. Payback period: Payback period of the project 2.74 years.

6. Net Present Value (NPV): Net Asset Value considering 5 years’ operating result and discount rate19% stands Tk.

104,571 and considering discount rate 20% stands Tk. (6,776,764)

7. Internal Rate of Return (IRR): The project promises a financial rate of return about 19.02 % if it completed on

schedule.

8. Sensitivity Analysis: Sensitivity tests have done and the project withstands that tests.

9. Organization set-up: The overall management of the Company’s business will be vested in its Board of Directors.

The Managing Director will be CEO or the Company who will assume overall responsibility of day-to-day affairs of

the Company. He will be closely assisted by the other Directors of the Company for efficient management of the

Company. The job responsibility of the Management and employees will be clearly defined by the Managing Director

and also the board of Directors of the Company.

Board of Directors & Their Background:

Name Position

Micky Diaz Chairman


Bani Diaz Director


Ekhlasur Rahman Independent Director

10. Marketing strategy:

a. Industry awareness through round tables, discussion sessions and events.

b. Circulating corporate newsletter and brochure.

c. Showcasing company expertise in global forums and events.

d. Participates in local & international trade fair.

11. Purpose and design:

The proposal envisages setting up of a 100% export oriented woven project for manufacturing of initially to meet the

demand for 100% export oriented textile and garments industry in Local and International market. The main

machinery for the project will be imported from many foreign countries.

12. Capital Machinery:

The project will be equipped with most modern, and state of the art technology based to balanced machinery to be

imported from different countries.

13. Erection & Installation:

Installation and commissioning of the new machineries would be conducted under the direct supervision of foreign

erectors. A group of expert technicians will be there to assist the foreign team.

14. Technical services and quality control:

Availability of technical service and quality assurance services may be assumed with great certainty as Bangladesh has

got sufficient individuals expert in this industry whether operational or technical aspects.

15. Marketing Aspects

At present, Bangladesh is the 2nd largest countries in respect of export volume of garments product. Garments and

Textiles industry in Bangladesh gradually growing faster than any other countries. Beka Garments & Textile Limited

produce fine of quality of fleece woven garments from its own production plant which are equipped with most modern

technology machinery and using best method of operation by its skill and efficient technician. To scope with local and

international demand, Beka Garments and Textile Limited Engaged local and international marketing personnel to

deliver the product in due time and competitive price. Beka Garments and Textile Limited is a 100% Manufacturing &

export oriented woven Garments. BGTL sells its products through Letter of Credit (L/C) to the overseas markets. It is

serving many international buyers in the North American and the European markets and continues to strive in the highly

competitive apparel-manufacturing sector.


The principal buyer of the Company is Sports world (USA), Sports direct(UK), Hanes (Germany), Springfield (Spain),

Gloria jeans (Russia), Publik D.O.O(Serbia), Cab Clothing Co. INC (Japan), Piazza Italia (Italy) etc. The Company won

many awards for its quality products and compliance with economy standards.

The company is using on an average 70% of its current production capacity. For utilizing maximum capacity, it has to

invest in most advanced machineries and need to employee well trained staff with sound technical knowledge in its

production process. Through raising capital, the company has invested a huge amount in up-gradation and development

of the products as well as it has deployed huge amount in sophisticated capital machineries, research and development

(R&D), etc. As a result, it could utilize more of its current capacity and could also increase its existing production

capacity. For this reason, we have projected increased sales and increased capacity in our Financial Projections.

16. Contribution to GDP:

On successfully completion of the project, it will contribute BDT.320 million to the Gross Domestic Product (GDP) of

Bangladesh.

17.Weaknesses:

a. No existence of local market: As we export, we have any local market developed yet.

b. Lack of coordination between different sectors: we have Lack of coordination between different sectors.

c. Electricity supply: Power supply is not stable in this country, may cause disruption to production and damage to

machineries.

18. Threat:

a. Lack of Power Supply: We have power supply shortage in our country. For business expansion, we need continuous

power supply such as gas and electricity to run our operation smoothly.

b. Competition: Global and local competition in this sector may affect the profitability of the company.

c. Political Unrest: In our country we have to experience political unrest. The Company and the whole industry will be

adversely affected if the political situation deteriorates

d. Increased International Competition: There is rivalry among the competitors to get the market share as maximum as

possible.

e. Availability of Fuel for Steam Generation: Bangladesh is going through natural gas crisis which might cause problem

in textile and garments sector.

19. Financial Projections:

The company has projected that the capacity utilization will be increased due to installation of new capital machineries as

well as increase in the market demand for constructing of pre-engineered steel structure building & supplying of various

raw materials connected to construction work. The Company will utilize its remaining capacity to meet the additional

market demand for products.

THE ASSUMPTIONS UNDERLYING THE EARNING FORECAST ARE AS UNDER:

Assumption Indicator Assumption Basis Assumptions Years (Amount in Taka)

2019-2020 2020-2021 2021-2022

Capacity In Increase (Pcs

Per year)

Capacity will be Increase due to

Introducing new Capital Machinery &

new Expansion unit.

346,000 1,519,100 2,679,800

Capacity Increase (%) 3.15% 13.41% 20.86%

Utilization of the Capacity Capacity Utilization will be almost same. 70.09% 71.42% 73.17%

Sales Revenue Increase

Sales Revenue will be Increased for

Increasing Quality, Quantity & Unit

Price of the Product.

5.00% 10.00% 15.12%

Operating Expenses

Operating Expenses will be Increase due

to increase of the production & Sales will

lead higher increase of the Operating

Expenses in 2020, 2021 & 2022

respectively.

6.21% 10.39% 11.01%

Fixed Asset Addition

Fixed Asset will be increase for the

purpose of production Increase to fill the

demand; all the assets will be added by the

BGTL won generated source except Tk.

228,018,500/-. from IPO Proceeds for the

Expansion of Factory Building, New

Capital Machinery.

264,706,736 253,422,096 543,083,503

IPO Proceeds Equity will be rise by Tk. 350,000,000

through IPO in 2020-2021. - 350,000,000 -


Assumption Indicator Assumption Basis Assumptions Years (Amount in Taka)

2019-2020 2020-2021 2021-2022

Loan Repayment

About 10.00 Crore will be paid from IPO

Proceeds in 2020-2021 for Long Term

Loan of Trust Bank Limited & other

payment of Loan will be as per regular

payment by BGTL from its own source to

settlement of Bank Liabilities regularly.

11,571,796

116,224,234

17,930,706

Cash Surplus

The investments are projected according

to the IPO proceeds utilization. Without

further decision of the board regarding

investments the surplus of cash will be in

any Non-Current Asset, if any will be kept

in the form of short term marketable

securities, like govt. treasury bonds.

208,325,737

508,144,845

478,373,360

Dividend Dividend is not considered on Projection. - - -

Utilization of the Installed Capacity

The company is using on an average 70% of its current production capacity. For utilizing maximum capacity, it has to

invest in most advanced machineries and need to employee well trained staff with sound technical knowledge in its

production process. Through raising capital, the company has invested a huge amount in up-gradation and development

of the products as well as it has deployed huge amount in sophisticated capital machineries, research and development

(R&D), etc. It has also invested a huge amount in land development and factory building construction. As a result, it could

utilize more of its current capacity and could also increase its existing production capacity. After completion IPO proceeds’

utilization, the existing production capacity will also be increased a huge amount. As a result, existing sales and capacity

of production will also be increased.

Feasibility Report Enhanced Paid Up Capital


Statement of Financial Position (Projected)

As at 30 June,2020,2021 and 2022


30-Jun-19 30-Jun-20 30-Jun-21 30-Jun-22

Assets Audited

Non-Current Assets 1,576,868,826 1,640,014,775 1,835,437,597 2,096,063,920

Property, Plant and Equipment 1,384,849,526 1,539,938,512 1,675,128,703 2,086,587,931

Capital Working Progress 192,019,300 100,076,263 160,308,894 9,475,989

Current Assets 1,142,011,430 1,377,281,786 1,757,027,893 1,927,564,655

Inventories 452,970,587 465,217,437 511,739,181 588,500,058

Trade and Other Receivables 610,367,329 659,196,715 692,156,551 775,215,337

Advances, Deposits and Prepayments 10,141,713 44,541,897 44,987,316 85,475,900

Cash and Cash Equivalents 68,531,801 208,325,737 508,144,845 478,373,360

Total Assets 2,718,880,256 3,017,296,561 3,592,465,490 4,023,628,575

Shareholders' Equity and Liabilities

Shareholders' Equity 2,409,533,860 2,719,678,237 3,411,246,294 3,801,636,573

Share Capital 850,000,000 1,020,000,000 1,370,000,000 1,370,000,000

Retained Earnings 1,559,533,860 1,699,678,237 2,041,246,294 2,431,636,573

Non -Current Liabilities 177,824,373 176,046,129 76,046,129 96,148,834

Long Term Loan (Non-Current Portion) 177,824,373 176,046,129 76,046,129 63,071,146

Deferred Tax Liabilities - - - 33,077,688

Current Liabilities 131,522,023 121,572,195 105,173,067 125,843,168

Trade and Other Payables 23,910,402 23,408,823 22,885,175 22,334,476

Short Term Borrowings 25,267,667 25,036,856 26,585,952 29,132,878

Long Term Loan (Current Portion) 47,813,703 38,250,963 20,477,632 12,974,983

Current Tax Liabilities - - - 20,365,563

Liabilities for Expenses 34,530,250 34,875,553 35,224,308 41,035,268

Total Shareholders' Equity and Liabilities 2,718,880,256 3,017,296,561 3,592,465,490 4,023,628,575

Net Asset Value per Share (NAV) - Basic 28.35 26.66 24.90 27.75


B. Statement of Profit or Loss and other Comprehensive Income (Proposed)

Particular

Amount in Taka

01 July 2018

To

30 June 2019

01 July 2019

To

30 June 2020

01 July 2020

To

30 June 2021

01 July 2021

To

30 June 2022

Audited

Revenue 2,163,412,780 2,271,583,419 2,498,741,761 2,876,551,515

Less: Cost of Goods Sold 1,678,884,652 1,756,615,458 1,927,279,520 2,212,931,081

Gross Profit 484,528,128 514,967,961 571,462,241 663,620,435

Less: Operating Expenses 159,916,049 169,848,346 187,503,888 208,150,249

Administrative Expenses 97,699,849 104,148,039 116,810,358 129,963,204

Marketing & Selling Expenses 62,216,200 65,700,307 70,693,531 78,187,045


Less: Finance Cost 45,298,944 36,239,155 21,743,493 13,046,096

Add: Other Income 1,163,828 1,263,917 1,334,697 1,409,440

Profit Before Income Tax 280,476,964 310,144,377 363,549,556 443,833,530

Income Tax Expenses - - - 53,443,251

Current Tax - - - 20,365,563

Deferred Tax - - - 33,077,688


Other Comprehensive Income - - - -

Total Comprehensive Income

for the year 280,476,964 310,144,377 363,549,556 390,390,279

Earnings Per Share (EPS)-

Basic 6.58 3.04 3.29 2.85

Conclusion & Recommendation:

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 Beka Garments and Textile Limited (BGTL).

Place: Dhaka



CHAPTER – XXIII

LOCK-IN


CHAPTER XXIII: LOCK-IN

Ordinary shares of the issuer shall be subject to lock-in, from the first trading date of the securities in the following manner:

1. All shares held by sponsors, directors and shareholders holding 10%(ten percent) or more, for 03 (three) years;

2. In case, any existing sponsor or director of the issuer transfers any share to any person, those transferred shares, for 03

(three) years;

3. All shares allotted to any person, before 4 (four) years or more of according consent to the public issue, other than the

persons mentioned in clause (a) and (b), for 01 (one) year;

4. All shares held by alternative investment funds, for 01 (one) year;

5. All shares held by any person, other than the shares mentioned in clause (a), (b), (c) and (d) above, for 02 (two) years:

Provided that ordinary shares converted from any other type of securities shall also be subject to lock-in as mentioned above;

a) Statement of securities to be locked in for each shareholder along with Bo account number, lock-in period and a number of

securities to be locked in.

The following table indicates the Lock-in status of the shareholders with BO account number, lock-in period, number of

securities of Beka Garments and Textile Limited:

SL.

No

Name of

Shareholder Address Position BO IDs

Total No. of

Shares

Pre-IPO

(%)

Lock

in

Period

1 Mr. Micky Diaz

PMP Plaza (2nd Floor), 14

Kemal Ataturk Avenue,

Banani, Dhaka-1213.

Chairman 1205590068660876 16,376,748 16.06% 3Years


Director 1605540067881803 15,959,484 15.65%

3Years

3 Jhonathan

Brook Diaz Director 1203490062857877 4,895,340 4.80%

3Years

4 Ms. Bani Diaz Director 1205590068795841 4,895,340 4.80% 3Years

5 Aileen Rachael

Pereira



Banani, Dhaka-1213.

Shareholder 1205590068672484 214,433 0.21%

2Years

6 Andrea Jacob



Banani, Dhaka-1213.

Shareholder 1205590068795791 120,000 0.12%

2Years

7 Abu Bakar

Siddique



Banani, Dhaka-1213.

Shareholder 1205590068660817 120,000 0.12%

2Years

8 Aurun Kanti

Bisawas



Banani, Dhaka-1213.

Shareholder 1205590068660769 120,000 0.12%

2Years

9 Md. Afzalur

Rahman

KA 54/1, Lichu Bagan

Jhor Sahara Khilkhet,

Dhaka

Shareholder 1605760062191691 657,000 0.64%

2Years

10 Md. Mahbuber

Rahman

13/7, ASA Tower,

Shymoli, Dhaka,

Bangladesh

Shareholder 1605760055660960 7,322,655 7.18%

2Years

11 Impex Trading

Company

House-13, Road-05,

Nikunja-01, Dhaka-1229. Shareholder 1203510062395504 528,000 0.52%

2Years

12 Mohammad

Haroon Kamal

House-07, Road-02, Post-

Gulshan-1212,Dhaka Shareholder 1605760062266230 720,000 0.71%

2Years

13 Md. Shaiful

Islam

House-15/G, Flat-5(D),

Road-07, Block-09,

Bashundhara R/A, Dhaka.

Shareholder 1605760066168441 120,000 0.12%

2Years

14 Shameem

Ahsan

Serenity-DG, House No.

CEN(e) 6, Road No-104,

Gulshan, Dhaka,

Bangladesh

Shareholder 1605760060638271 600,000 0.59%

2Years

15

Ahmed

Tawfiqur

Rahman Arnab

House: 384, Block: D,

Flat: 501, Road: 10, Akbor

Road Bashundhara R/A,

P.O: Gulshan, Badda,

Dhaka

Shareholder

1201960058384794 500,000 0.49%

2Years

16 T. M Jobaer Dakshinkan Roinjanpur,

Kalkini, Madaripur

Shareholder 1606060066302545 100,000 0.10%

2Years

17 Farjana

Rahman

House: 384, Block: D,

Flat: 501, Road: 10, Akbor

Shareholder 1201480064718872 500,000 0.49%

2Years


SL.

No

Name of


Total No. of

Shares

Pre-IPO

(%)

Lock

in

Period

Road Bashundhara R/A,

P.O: Gulshan, Badda,

Dhaka.

18 Global Shoes &

Textiles Ltd.

House: 127, Road: 10,

Block: C, Niketon,

Gulshan, Dhaka.

Shareholder 1606060066398721 1,000,000 0.98%

2Years

19 Md. Matiur

Rahman

Vill: Char Bahadurpur,

P.O: Sujabad - 8250,

Muladi, Barisal.

Shareholder 1606060042223806 400,000 0.39%

2Years

20 Howa Nur

Begum

House: 293, Senpara

Parbota, P.O: Mirpur -

1216, Kafrul, Dhaka.

Shareholder 1606060054792971 100,000 0.10%

2Years

21 Nurjahan

Begum

66/F, Indira Road,

Tejgoan-1215

Shareholder 1606060048408481 100,000 0.10%

2Years

22 Shammi Akther

Shibly

74/4, South Bashabo,

Sabujbag, P.O: 1214,

Dhaka.

Shareholder 1205150047103162 750,000 0.74%

2Years

23 Md. Majibur

Rahman

82/2/A-1, North Jatrabari

, Dhaka-1232

Shareholder 1605760066221003 100,000 0.10%

2Years

24 S M Khurshid-

Ul Alam

Vill-Kabariyabari, Post-

Kabariyabari-2054,

Sarishabari, Jamalpur

Shareholder 1606060066439098 50,000 0.05%

2Years

25 Md. Foysol

Alam

House-18, Road-15,

Sector-14, Uttara, Dhaka

Shareholder 1202020066335425 60,000 0.06%

2Years

26 Pro.Dr.

Suvamoy Datta

Flat No- 5A, House No-

273, Road No- 1/B, Block-

B, Basundhara R/A,

Dhaka-1229

Shareholder

1203490068525600 120,000 0.12%

2Years

27 Santona Dutta

House# 84, Lane# 08,

Block # E, Kalshi, Pallabi,

Mirpur-12

Shareholder 1204220068657781 100,000 0.10%

2Years

28 Sanjoy Roy

House-84, Road No-08,

Block-E, 4th Floor, Kalsi,

Mirpur

Shareholder 120422044690978 400,000 0.39%

2Years

29

Bangladesh

Finance And

Investment

Company

Limited

BaitulHossain Building

(2nd floor) 27,

DilkushaC/A, Dhaka-

1000,

Shareholder

1205150002440950 612,000 0.60%

2Years

30 BD Finance

Securities Ltd

64, Motijheel C/A (2nd

Floor), Dhaka-1000.

Shareholder 1205150043284418 312,000 0.31%

2Years

31 Anwar Ispat

Ltd

Baitul Hossain Building

(12th floor), 27 Dilkusha

C/A Dhaka-1000.

Shareholder 1205150021289581 12,000 0.01%

2Years

32

NRB Equity

Management

Limited

Al -Razi Complex, Suite#

G-602 & 603 (6th

Floor),166-167, Shaheed

Syed Nazrul Islam Sarani,

Purana Palton, Dhaka-

1000,

Shareholder

1605760062455351 1,080,000 1.06%

2Years

33 Sushil Chandra

Moldol

House# 38, Road# 11,

Sector#13, Flat# B-4,

Uttara, Dhaka

Shareholder 1201960064949113 60,000 0.06%

2Years

34 Abul Hasan Sonali 30/A, Nazmul Villa,

Shibgonj, Sylhet

Shareholder 1203590062584237 240,000 0.24%

2Years

35 Chandan Roy

House# 84, Lane# 08,

Block # E, Kalshi, Pallabi,

Mirpur-12

Shareholder 1204220067898901 500,000 0.49%

2Years


SL.

No

Name of


Total No. of

Shares

Pre-IPO

(%)

Lock

in

Period

36

Uttara Finance

& Investment

Ltd

JBC Tower (6th Floor)10,

Dilkusha, Dhaka-1000,

Bangladesh.

Shareholder 1204780000058758 9,600,000 9.41%

2Years

37 Md. Helal

Uddin Talukder

67/2, Ppioneer Road,

Kakrail, Dhaka-1219

Shareholder 1605580065386293 360,000 0.35%

2Years

38 Md.

Arifijjaman

Darikandi, PO-Karpara,

Nawabganj,Dhaka

Shareholder 1605580064132554 240,000 0.24%

2Years

39

Md. Bakiul

Karim

Majumder

Grece Haque Apt.F-H6,

162, East Rayer Bazar,

Dhaka-1209

Shareholder 1606060067615591 120,000 0.12%

2Years

40 Md. Razaul

Karim

Nurul Aminer Bari,

Neamat Ali Shahi Mazar,

CTG.

Shareholder 1201960066614991 120,000 0.12%

2Years

41 Md. Saifuddin

Khaled

Mawlana Shamsuddin

House, West Katghar,

Hindu Para, 2 No. Lane,

Potenga

Shareholder

1201960066219583 240,000 0.24%

2Years

42 Abdullah Al

Mamun

Mabud Shwagorer Bari,

Mabud Shwagorer Road,

North Potenga, East

Katgor, Chottogram

Shareholder

1201950067401645 120,000 0.12%

2Years

43 Md. Saiful

Azam Dhaka.

Shareholder 1201490057651051 72,000 0.07%

2Years

44

Mirza

Mohammad

Mamun Sadat

House:1086,Road 6Nem,

Avenue 8,Mirour DOHS,

Dhaka

Shareholder 1203970062251521 72,000 0.07%

2Years

45

Shah

Muhammad

Itteda Hasan

Dhaka.

Shareholder 1201770062699455 72,000 0.07%

2Years

46

Popular Life

Insurance

Company Ltd.

36, Dilkusha C/A, Peoples

Insurance Bhaban (17th

Floor) Dhaka -1000.

Shareholder 1201520000045409 2,400,000 2.35%

2Years

47 Ananda

Jewelers

79,Chittagong Shopping

Complex(1st floor),

Sholoshahar

Shareholder 1201950066116634 120,000 0.12%

2Years

48 Brothers

Trading

Arabpur Mor, Ward

No.05, Kotwali, Khulna

Division

Shareholder 1201590060336809 300,000 0.29%

2Years

49

Abu Taiyab

Mohammad

Tahmidur

Rahman

House-05, Road-05,

Sector-13, Uttara, Dhaka.

Shareholder

1201560008006821 60,000 0.06%

2Years

50 Bengal Assets

Holdings Ltd

191, SK Mujib Road,

Nahar Manjil (1st Floor),

Agrabad, Chottogram.

Shareholder 1205950067422023 9,864,000 9.67%

2Years

51 Ashok Kumer

Pandit

100, East Bashabo,

Sabujbag, Dhaka

Shareholder 1606060068177510 60,000 0.06%

2Years

52 Raquibul

Hassan

Flat#C-5, Dominno

Ammiri 120/A, Monipuri

Para

Shareholder 1201950067989316 120,000 0.12%

2Years

53

Kazi

Mostafizur

Rahman

Flat # 3A, House # 18,

Road # 4, Section # 13,

Uttara

Shareholder 1606060067222556 360,000 0.35%

2Years

54 Kazi Abu

Taher

117/A, Rishikesh Das

Road, Laxmi Bazar,

Dhaka -1000

Shareholder 1203140063401803 120,000 0.12%

2Years

55 Mohammad

Fakrul Alam

58/E, Customs Officers

Quarter, Banani Raod no-

02, Gulshan, Dhaka-1213

Shareholder 1205150062036961 120,000 0.12%

2Years


SL.

No

Name of


Total No. of

Shares

Pre-IPO

(%)

Lock

in

Period

56 Md. Fazlul

Haque

Ka-31, Sarker Bari Road(1

st Floor), Nadda, Gulshan,

Dhaka

Shareholder 1606060067240634 120,000 0.12%

2Years

57 Nasrin Akter

Ka-31, Sarker Bari

Road(1st Floor), Nadda,

Gulshan, Dhaka

Shareholder 1201960063798191 120,000 0.12%

2Years

58 Md. Rustom

Ali Howlader

Ka-31, Sarkar Bari Road,

Narda, Gulshan, Dhaka-

1212

Shareholder 1606060067274883 118,800 0.12%

2Years

59 Md.

Rashiduzzaman

Vill - Bahadurpur, PO -

Sujabad, Muladi, Barishal.

Shareholder 1205150054201081 74,400 0.07%

2Years

60 Md. Riaz

Haider

House-113/2,West Shawra

Para, Mirpur, Dhaka –

1216

Shareholder 1605550063654091 60,000 0.06%

2Years

61 Mamun

Hossain

Vill - Sreepur, Afaz Uddin

Dorctor Bari, P.O -

Ramgonj, Ramgonj,

Lakshmipur- 3720

Shareholder

1204120026870188 24,000 0.02%

2Years

62 Jannatun Nesa 362/B, Khilgaon Taltola,

Rampura, Dhaka-1219

Shareholder 1605070043500637 60,000 0.06%

2Years

63 Md. Nizamul

Haque

House -Talukdar Bari,Vill.

- Sripoti Kathi, PO -

Kewra, Dist - Jhalokathi

Shareholder 1202210005096088 180,000 0.18%

2Years

64 Md. Shakhawat

Hossain (Arif)

House - Flat J-11, Rangs

Anamika, Road-9, Gopi

Kishen Lane, Wari,

Dhaka-1203

Shareholder

1205200004214150 60,000 0.06%

2Years

65 Md. Ashiqur

Rahman

House- 4/4, Flat – 1A,

Block – C, Lalmatia,

Dhaka

Shareholder 1202610057685803 360,000 0.35%

2Years

66 Md. Abdur

Razzak

390/B, S.K.Vally,

Khilgaon, Dhaka Shareholder 1203390034541484 120,000 0.12%

2Years

67

Mohd.

Mahbubul

Alam

47, Santinagar, Palton,


2Years

68 Jabia Zahan 47, Shantinagar, Palton,

Dhaka – 1217 Shareholder 1606060067256093 60,000 0.06%

2Years

69 Md.Shamim

Hasan

House-113, Road -6,

Block-B,

Basundhara R/A, Dhaka

Shareholder 1606060057259905 144,000 0.14%

2Years

70 Md. Hasan

Imam

House-62, Road-10, Merul

Badda, Dhaka-1212 Shareholder 1205590064186096 31,200 0.03%

2Years

71 Md.Ruhul

Amin Mollah

House-41/A, Flat-11-B,

Zigatola, Dhanmondi,

Dhaka-1209

Shareholder 1203260056900702 240,000 0.24%

2Years

72 Md. Soyeb

Hasan

House- 28/C East

Noyatola, Magbazar,

Ramna, Dhaka-1218

Shareholder 1201520043180127 126,000 0.12%

2Years

73 Sultana Parvin

House-463,Road-7,Block-

H,Bashundhara R/A,

Dhaka

Shareholder 1203000028487590 120,000 0.12%

2Years

74 Md. Mansur

Kabir

House # 74, Road # 8,

Section # 11, Uttara,

Dhaka-1230

Shareholder 1201960034096129 72,000 0.07%

2Years

75 Md. Arifur

Rahman

House - 50/D, Road - 3,

Block - D, Bashundhara

R/A, Dhaka

Shareholder 1605650050395823 120,000 0.12%

2Years


SL.

No

Name of


Total No. of

Shares

Pre-IPO

(%)

Lock

in

Period

76 Md. Jahangir

Hossain Mollah

House - 50/D, Road - 3,

Block - D, Bashundhara

R/A, Dhaka

Shareholder 1203690058573623 240,000 0.24%

2Years

77 Siran Bin

Sarwar

House - 1091, Block - C,

Meraz Nagor, PO -

Faridabad. KadamTali,

Dhaka-1362

Shareholder 1203490064427973 60,000 0.06%

2Years

78 Md. Baktiar

Uddin

House-18, R-Polashpur

02, Block-D, Polashpur,

Donia, Shampur, Dhaka

Shareholder 1606060067338851 60,000 0.06%

2Years

79 Md. Towhidur

Rahman

887 Ibrahimpur, Kafrul,

Dhaka Can’t Dhaka-1206. Shareholder 1606060067291528 58,800 0.06%

2Years

80 Md. Didar

Alam

Vill & PO # Chandora,

Kaliakoir, Gazipur-1751 Shareholder 1204780064856552 60,000 0.06%

2Years

81 Abu Sadat Md

Sayem

Flat#A-11,House#04,

Road#141, Gulshan-1,

Dhaka

Shareholder 1205150032242749 600,000 0.59%

2Years

82 Md. Azharul

Islam Khan

56/KA, South Mugda,


2Years

83 BRB Securities

Limited

Flat-3E, Housse-28, Road-

9/A, Dhanmondi R/A,

Dhaka-1209

Shareholder 1203910038355843 1,200,000 1.18%

2Years

84 Marjahan

Akter

18,Joynagar Lane No. 1,

Chawkbazar, Chittagong Shareholder 1601880032945622 240,000 0.24%

2Years

85

Bikrampur

Potato Flackes

Industries Ltd.

51, Central Road,

Dhanmondi, Dhaka-1205 Shareholder 1606060066336438 1,956,000 1.92%

2Years

86 Md. Jahirul

Islam Jewel

Flat no : Padma 02,

Bondhon Tower 01, 31/17,

Middle Pickpara, Mirpur,

Dhaka-1000

Shareholder 1205950068167374 120,000 0.12%

2Years

87

Chittagong

Pasticides &

Fisheries Ltd

Sayedia Mansion (2nd

Floor), Mugultoly, P.O-

Bandar-100, Agrabad,

Chittgang

Shareholder 1205950068190580 3,831,800 3.76%

2Years

88 Kajal saha

195/2/2, Tejkunipara, 4th

Floor, Tejgaon, Dhaka-

1215

Shareholder 1203490067951385 132,000 0.13%

2Years

89 Mohammad

Atiqul Alam

House # F 2/3, 5th Floor,

CDA Residencial

AreaRoad # 25/1, Bandar,

Chittagong

Shareholder 1202590065496813 180,000 0.18%

2Years

90 Alak Chandra

Sarkar

Flat-E-4, Sky View

Kakoli, 23 Siddeshwari

Road, Dhaka-1217

Shareholder 1203010063067778 180,000 0.18%

2Years

91 Rabindra Nath

Sarker

House # 5, Road # 5,

Kaderabad Housing

Mohammadpur, Dhaka

Shareholder 1204480067268488 180,000 0.18%

2Years

92 Md. Saiful

Islam

A #4, H# 15/1, R#14,

Gulshan-1 Shareholder 1203490068009921 240,000 0.24%

2Years

93 Md. Shafiqur

Rahman

House # 287/4, Apt # A4,

Road # 07, Cantonment

Bazar, Dhaka Cantonment,

Dhaka

Shareholder 1203490062153110 120,000 0.12%

2Years

94 Shamima Nasir A #4, H# 15/1, R#14,

Gulshan-1 Shareholder 1203490068011029 120,000 0.12%

2Years

95 Mallik

Rowshan Alam

972, Shewrapara, Mirpur,


2Years


SL.

No

Name of


Total No. of

Shares

Pre-IPO

(%)

Lock

in

Period

96 Farhana Parvin 972, Shewrapara, Mirpur,


2Years

97 A.K.M

Ehsanullah

88, Kowlar, Post #

Khilkhet, PS #

Dakkinkhan , Dhaka-1229

Shareholder 1205720068067338 36,000 0.04%

2Years

98 Md. Rakibul

Hasan

Jiban Bima Bhaban ( GR

Floor), 10, Dilkusha,

Dhaka

Shareholder 1605640068134724 60,000 0.06%

2Years

99 Md. Sadeq-uz-

zaman

Jhouse # 17, Road # 1,

Section # b11, Uttara,

Dhaka

Shareholder 1201950062988611 60,000 0.06%

2Years

100 Md. Sanirul

Islam

Road # 03, House # 50

(B+C), Block # D,

Basundhara

Shareholder 1203690067357356 120,000 0.12%

2Years

101 Ruma Sarker

Flat # 4B, House # 02,

Chamelibag, Shantinagar,

Dhaka

Shareholder 1205150066499024 120,000 0.12%

2Years

102 Mohammad

Asraful Alam

29/B, Uttar Kamalapur,

Motijheel, Dhaka Shareholder 1202590063170065 120,000 0.12%

2Years

103 Juran Chandra

Bhowmik

House # 362, RD No # 5,

Ave #4, Mirpur DOHS,

Dhaka

Shareholder 1605580067714647 600,000 0.59%

2Years

104 Mir Md. Zainul

Abedin Shibly

Zia Villa, 63/1 West

Dhanmondi, Sankar,

Dhaka-1207

Shareholder 1205150055150387 100,000 0.10%

2Years

105 Md. Shamsul

Haque

House-50, Road-1, Sector-

9, Uttara, Dhaka Shareholder 1201690000776633 100,000 0.10%

2Years

106 Monzurul

Kabir

588,Town

Kalikapur,Mazgrame

Sarak

Shareholder 1205590068607775 50,000 0.05%

2Years

107 SK Trims &

Industries Ltd.

45, Madrasha Road,

111/33, Tilargati, Tongi,

Gazipur-1712.

Shareholder 1606060066341566 1,200,000 1.18%

2Years

108 Salma House:301/1,Shajahanpur,

Shantinagar-1217.

Shareholder 1203110068810231 500,000 0.49%

2Years

109 Md. Alamgir

Hossain

Flat-B-7, Firoza Rose, 12

Eskaton , Dhaka-1000.

Shareholder 1201520058015599 1,360,000 1.33%

2Years

110 Shaheda Aktar 503 & 512, Agrabad Access

Road, Chittagong.

Shareholder 1204950051567078 550,000 0.54%

2Years

111 Helen Rahman House: 13/7/KA, Road:02,

Shymoli, Dhaka

Shareholder 1605760068903299 400,000 0.39%

2Years

112 Momena

Ferdous

Al-Kawser Printers, 167,

Motijheel.

Shareholder 1204220063911298 100,000 0.10%

2Years

113 Md. Shahriar

Hasan

C/O Mowlana Shamsudins

House, North Patenga,

Khatgor, Ctg- 4204

Shareholder

1201950062692511 50,000 0.05%

2Years

114 A.K.M Monir

Ahamed

45/1 R.K. Mission Road,

Gupibag.

Shareholder 1202550068829966 100,000 0.10%

2Years

Total 102,000,000 100.00%


CHAPTER – XXIV

MARKETS FOR THE SECURITIES BEING OFFERED


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 THE STOCK EXCHANGE (S):

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 to compliance of the above-mentioned conditions and

shall submit compliance report thereon to the Commission within seven days of the expiry of the aforesaid fifteen days ‘time

period allowed for a refund of the subscription money

TRADING AND SETTLEMENT

Trading and settlement regulation of the stock exchanges shall apply in respect of trading and settlement of the shares of the

Company.

THE ISSUE SHALL BE PLACED IN “N” CATEGORY WITH DSE & CSE


CHAPTER–XXV DESCRIPTION OF SECURITIES OUTSTANDING OR BEING

OFFERED


CHAPTER XXV: DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED:

All types of securities outstanding or being offered with a date/proposed date of such issue and to whom those are offered, number

of securities and issue/offer price along with the following information:

a) Dividend, voting and preemption rights;

The Share Capital of the Company is divided into Ordinary Shares, carrying equal rights to vote and receive the 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, the election of Directors& Auditors’

and other usual agenda of General Meeting – Ordinary or Extraordinary. On a show of hand, every shareholder presents in person

and every duly authorized Nominee Director 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 the 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 the 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 that 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. The 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 the 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 the 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 per 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

extraordinary General Meeting of the Company as provided in section 84 of the Companies Act 1994.


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 Companies Act, 1994, International Financial Reporting and Auditing Standards as

adopted in Bangladesh from time to time and Financial Reporting Act; Independent Auditor’s Report

To the Shareholders of


Report on the Audit of the Financial Statements.

Opinion

We have audited the Financial Statements of Beka Garments and Textile Limited (the Company), which comprise the

Statement of Financial Position as at 31 December 2019, and Statement of Profit or Loss & Other Comprehensive Income,

Statement of Changes in Equity and Statement of Cash Flows for the period from 01 July 2019 to 31 December 2019 then

ended, and Notes, comprising a summary of significant accounting policies and other explanatory information thereto.

In our opinion, the accompanying Financial Statements give true and fair view, in all material respects, of the Financial

Position of the company as at 31 December 2019, and its financial performance and its cash flows for the period then ended

in accordance with International Financial Reporting Standards (IFRS), The Companies Act 1994, The Securities and

Exchange Rules 1987 and other applicable laws and regulations.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those

standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our

report. We are independent of the company in accordance with the ‘International Ethics Standards Board for Accountants’

Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our

audit of the financial statements in Bangladesh, and we have fulfilled our other ethical responsibilities in accordance with the

IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Financial

Statements of the current period. These matters were addressed in the context of our audit of the Financial Statements as a

whole, and informing our opinion thereon, and we do not provide a separate opinion on these matters.

Risk Our response to the risk

Revenue Recognition

At period-end the reported total revenue of Tk.

1,063,699,254

The company generates revenue from the sale of goods to

export customers. The timing of the revenue recognized and

realized increases the risk of exposure of revenue to foreign

exchange fluctuations.

There is also a risk that revenue may be overstated

/understated due to the timing differences Between L/C

opening and goods exported. We identified revenue recognition as key audit matter as it

is one of the key performance indicators of the Company,

which give rise to an inherent risk of the existence and the

accuracy of the revenue.

.

We have tested the design and operating effectiveness of

key controls focusing on the following:

Obtaining an understanding of and assessing the design

and operating effectiveness of controls designed to

ensure that revenue is recognized in the appropriate

accounting period.

Segregation of duties in invoice creation and

modification and timing of revenue recognition.

Assessing the appropriateness of the Company’s

accounting policies for revenue recognition and

compliance of those policies with applicable accounting

standards.

Obtain supporting documentation for sale transaction

recorded either side of year-end to determine whether

revenue was recognized in the current period.

Comparing a sample of revenue transactions

recognized during the year with the sale invoices and

other relevant underlying documentation.

Critically assessing manual journals posted to revenue

to identify unusual or irregular items, and finally

assessed the appropriateness and presentation of

disclosures against relevant accounting standards.

Please see note no. 18 to the Statement of profit or loss & other Comprehensive Income.

Valuation of Inventory


Risk Our response to the risk

As at 31 December 2019, The reported amount of

inventory is Tk. 46,85,95,155 held in plants, warehouses.

On the reporting date, inventories are carried at the lower

of cost and net realizable value. As such, the companies

apply judgment in determining the appropriate values of

Inventory in accordance with International Accounting

Standards.

Considering the risk as stated above the valuation of

Inventory is a key audit matter to the Financial

Statements.

We verified the appropriateness of management’s

assumptions applied in calculating the value of the

inventory as per International Accounting Standard (IAS)

by:

Evaluating the design and implementation of key

inventory controls operating across the factory,

warehouse.

Attending inventory counts and reconciling the count

results to the inventory listing to test the accuracy of

data.

Along with inventory count we checked whether the

inventories were maintained in good condition and

maintaining all compliances.

Reviewing the historical accuracy of inventory

provisioning and the level of inventory write-offs

during the year

Obtaining a detailed review with the subsequent sales

to compare with the net realizable value.

Please see note no. 06 to the Financial Statements

Valuation of Property, Plant and Equipment

The carrying value of the PPE is Tk. 144,30,57,253 as at 31

December, 2019. The valuation of PPE was identified as a

key audit matter due to the significance of this balance to

the Financial Statements.

The expenditures are classified as an asset, if it is probable

that the future economic benefits associated with the item

will flow to the entity and the cost of the item can be

measured reliably.

The useful lives of PPE items are based on management’s

estimates regarding the period over which an asset is

expected to be available for use. The estimates of the useful

life of the assets is a matter of judgments based on the

experience of the entity with similar assets and also take

into consideration the physical condition of the assets.

Our audit included the following procedures:

We assessed whether the accounting policies in

relation to the capitalization of expenditures are in

compliance with IFRS and found them to be

consistent.

We obtained a listing of capital expenditures incurred

during the year and, on a sample basis, checked

whether the items were procured during the year.

We verified the invoices and L/C documents on

sample basis to segregate the capital and operating

expenditure and found that the transactions are

appropriately classified.

We evaluated whether the useful lives determined

and applied by the management were in line with the

nature of assets, the physical condition of the assets

and its uses.

We checked whether the depreciation of PPE items

was commenced from the date of ready to use and

found the depreciation had been started accordingly.

Please see note no. 4 to the Financial Statements

Long Term Loan & Short Term Loan

As at 31 December 2019, the reported amount of total long-

term loan and Short-term loan is Tk. 209,829,100 (Current

& Non-current portion) & Tk. 28,100,519 respectively. The

company borrowed fund from various Bank & Non-

banking financial institutions for the purpose of acquisition

of non-current assets and working capital as well.

The company may face difficulties due to unfavorable

movement in interest rate, monetary policy and adverse

variance between import & export that may result in short-

term cash flow crisis.

We have tested the design and operating effectiveness of

key controls focusing on the following:

Obtaining an understanding of and assessing the

design and operating effectiveness of controls designed

to ensure the proper use of loan.

We verified sanction letter, loan schedule and bank

statements to confirm the loan outstanding and found

that the balance had been reported in the Financial

Statements accurately. We also submit the balance

confirmation to the respective banks and financial

institutions

We also checked the financial expenses and

classification of loan and repayment schedule as well.

We had checked the recording date of transactions and

found the recording date is in line with the loan

disbursement date. We also confirmed that the

company had paid its instalments within due time.

Please see note no. 13 & 15 to the Financial Statements


Other Information

Management is responsible for the other information. The other information comprises all of the information in the annual

report other than the Financial Statements and our auditor’s report thereon. The directors are responsible for the other

information.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance

conclusion thereon.

In connection with our audit of the Financial Statements, our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in

the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there

is a material misstatement of this other information we are required to report that fact. We have nothing to report in this

regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements and Internal Controls

Management is responsible for the preparation and fair presentation of the Financial Statements in accordance with IFRSs,

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. The Companies Act, 1994 require the management to ensure effective

internal audit, internal control and risk management functions of the company.

In preparing the Financial Statements, management is responsible for assessing the company’s ability to continue as a going

concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless

management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance

is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually

or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these

Financial Statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism

throughout the audit. We also:

Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design

and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to

provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for

one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the

override of internal control.

Obtain an understanding of internal control relevant to the audit 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 company’s internal

control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related

disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis accounting and, based on the audit

evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt

on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are

required to draw attention in our auditor’s report to the related disclosures in the Financial Statements or, if such

disclosers are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date

of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going

concern.

Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and

whether the Financial Statements represent the underlying transactions and event in a manner that achieves fair

presentation.


Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities

within the company to express an opinion on the Financial Statements we are responsible for the direction, supervision

and performance of the company audit. We are solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the

audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements

regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to

bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most

significance in the audit of the Financial Statements of the current period and are therefore the key audit matters. We describe

these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in

extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse

consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other Legal and Regulatory Requirements

In accordance with the Companies Act 1994, and The Securities and Exchange Rules 1987 and relevant notifications issues

by Bangladesh Securities and Exchange Commission, we also report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary

for the purpose of our audit and made due verification thereof;

b) In our opinion, proper books of accounts, records and other statutory books as required by law have been kept by the

company so far as it appeared from our examinations of those books;

c) The Statement of Financial Position, Statement of Profit or Loss & Other Comprehensive Income and Statement of

Changes in Equity and Statement of Cash Flows of the Company dealt with by the report are in agreement with the

books of accounts and returns; and

d) The expenditure incurred was for the purpose of the Company’s business.

Dated: 26 January, 2020 Shiraz Khan Basak & Co.

Place: Dhaka Chartered Accountants



Statement of Financial Position

As at 31 December 2019

Particulars Notes Amount in Taka

31 Dec, 2019 30 June, 2019

ASSETS

Non-Current Assets 1,617,771,694 1,576,868,826

Property, Plant and Equipment 4.00 1,443,057,253 1,384,849,526

Capital Work In Progress 5.00 174,714,441 192,019,300

Current Assets 1,218,460,744 1,142,011,430

Inventories 6.00 468,595,155 452,970,587

Trade and Other Receivables 7.00 607,300,170 610,367,329

Advances, Deposits and Pre-Payments 8.00 53,725,167 10,141,713

Cash and Cash Equivalents 9.00 88,840,252 68,531,801

Total Assets 2,836,232,438 2,718,880,256

SHAREHOLDER's EQUITY AND LIABILITIES

Shareholders' Equity 2,541,041,497 2,409,533,860

Share Capital 10.00 1,020,000,000 850,000,000

Retained Earnings 11.00 1,521,041,497 1,559,533,860

Share Money Deposit 12.00 - -

Non-Current Liabilities 184,612,300 177,824,373

Long Term Loan (Non-Current Portion) 13.00 184,612,300 177,824,373

Current Liabilities 110,578,641 131,522,023

Trade and Other Payables 14.00 23,472,833 23,910,402

Short Term Borrowings 15.00 28,100,519 25,267,667

Bank Overdraft/SOD 16.00 - -

Current Portion of Long Term Loan 13.00 25,216,800 47,813,703

Liabilities for Expenses 17.00 33,788,489 34,530,250

Total Shareholder's Equity & Liabilities 2,836,232,438 2,718,880,256

Net Assets Value (NAV) per Share 25.00 24.91 28.35

The accounting policies and explanatory notes are an integral part of the Financial Statements.

Sd/-

Chairman

Sd/-

Managing Director

Sd/-

Chief Financial Officer

Sd/-

Company Secretary

Signed as per our annexed report on even date.






Statement of Profit or Loss and Other Comprehensive Income

For the period ended 31 December 2019

Particulars Notes

Amounts in Taka

01 July 2019 To

31 Dec. 2019

01 July 2018 To 31

Dec. 2018

01 Oct. 2019 To 31

Dec. 2019

01 Oct. 2018 To 31

Dec. 2018

Revenue 18.00 1,063,699,524 1,076,589,973 531,583,704 539,637,368

Less: Cost of Goods Sold 19.00 (836,846,196) (841,659,976) (418,840,054) (420,433,899)

Gross Profit 226,853,328 234,929,997 112,743,650 119,203,470

Operating Expenses (82,164,427) (78,520,222) (41,172,916) (39,307,778)

Administrative Expenses 20.00 (49,205,157) (47,769,487) (24,848,516) (23,800,402)

Selling and Distribution

Expenses 21.00 (32,959,271) (30,750,735) (16,324,400) (15,507,376)


Non-Operating Expenses (13,181,264) (27,503,775) (6,106,026) (8,569,066)

Finance Cost 22.00 (15,257,388) (28,646,658) (7,457,043) (9,198,114)

Other Income 23.00 2,076,124 1,142,883 1,351,017 629,048

Profit Before Tax 131,507,637 128,906,001 65,464,708 71,326,626

Provision for Income Tax - - - -


Other Comprehensive

Income for the Period - - - -

Total Comprehensive Income For the

period 131,507,637 128,906,001 65,464,708 71,326,626

Earnings Per Share (EPS) 24.00 1.29 2.67 0.64 1.48

The accounting policies and explanatory notes are an integral part of the

Financial Statements.

Sd/-

Chairman

Sd/-

Managing Director

Sd/-


Sd/-

Company Secretary







Statement of Changes in Equity


(Amount in Taka)

Particulars Share Capital Share Money

Deposit

Retained

Earnings Total

Opening Balance as at 1st July, 2019 850,000,000 - 1,559,533,860 2,409,533,860

Stock Dividend Issue 170,000,000 (170,000,000) -

Net Profit/loss transferred from

Statement of Profit or Loss and Other

Comprehensive Income

- - 131,507,637 131,507,637

Balance as at 31 December, 2019 1,020,000,000 - 1,521,041,497 2,541,041,497

Statement of Changes in Equity


(Amount in Taka)

Particulars Share Capital Share Money

Deposit

Retained

Earnings Total

Opening Balance as at 1st July, 2018 3,400,000 248,500,000 1,329,056,396 1,580,956,396

Share Money Received during the

Period - 43,311,229 - 43,311,229

New Allotment 46,599,500 (46,599,500) -

Stock Dividend Issue 49,999,500 (49,999,500) -

Net Profit/loss transferred from

Statement of Profit or Loss and Other

Comprehensive Income

- - 128,906,001 128,906,001

Balance as at 31 December, 2018 99,999,000 245,211,729 1,407,962,897 1,753,173,626

Sd/-

Chairman

Sd/-

Managing Director

Sd/-


Sd/-

Company Secretary






Sd/-

Chairman

Sd/-

Managing Director

Sd/-


Sd/-

Company Secretary


Dated: 26 January, 2020 Shiraz Khan Basak & Co.


01 July 2019 To

31 Dec. 2019

01 July 2018 To

31 Dec. 2018

A. Cash Flows from Operating Activities

Received from Customers 27.15 1,067,334,059 1,052,769,429

Paid to Suppliers 27.16 (608,659,161) (645,747,052)

Paid to Employee 27.17 (183,447,139) (178,833,288)

Paid for Manufacturing & Operating Expenses 27.18 (133,012,533) (91,568,694)

Received from Other Sources 232,227 222,205

Net Cash Generated From Operating Activities 142,447,452 136,842,599

B. Cash Flows from Investing Activities

Acquisition of Property, Plant and Equipment 27.19 (29,373,642) (121,637,760)

Paid for Capital Work In Progress 27.20 (65,808,367) (43,596,199)

Net Cash used to Investing Activities (95,182,009) (165,233,959)

C. Cash Flows from Financing Activities

Long Term Loan Received/(Payment) 27.21 (15,808,976) 129,329,844

Short Term Loan Received/(Payment) 27.22 2,832,851 (62,311,719)

Bank Overdraft/Sod Received/(Payment) 27.23 - (55,016,197)

Share Money Deposit - 43,311,229

Paid for Finance Cost (15,257,388) (28,646,658)

Net Cash used from Financing Activities (28,233,513) 26,666,499

D. Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) 19,031,930 (1,724,861)

E. Cash and Cash Equivalents at the Beginning of the Year 68,531,801 5,676,998

F. Foreign Exchange Gain/(loss) 1,276,521 457,858

G. Cash and Cash Equivalents at the end of the period (D+E+F) 88,840,252 4,409,994

Net Operating Cash Flows Per Share (NOCFPS) 26.00 1.40 2.83


Statement of Cash Flows


Particulars Notes

Amounts In Taka


1.00 Information's

1.01 Legal form of the Company

1.02 Address of the Registered and Corporate Office

1.03 Nature of Business activities

1.04 Capital Structure of the Company

A detailed breakdown of the capital structure of the company has been presented below.

Amount (Taka)

1,500,000,000

1,020,000,000

1.05 Production Plant

1.06

The Company started its commercial operation as on 07th June, 2011.

2.00 BASIS OF PREPARATION OF FINANCIAL STATEMENTS

2.01 Statement of Compliance

2.02 Regulatory Compliances

· The Income Tax Ordinance 1984;

· The Income Tax Rules 1984;

· The Value Added Tax Act 2012;

· The Value Added Tax Rules 2016;

· The Customs Act, 1969;

· Bangladesh Labor Law, 2006 (Amended 2013);

· Labor rules, 2015;

· Customs Act, 1969;

· Sales of Goods Act, 1930; and

· Negotiable Instrument Act, 1881.


Notes, comprising a summary of significant accounting policies and other explanatory information


Beka Garments and Textile Limited (here in after referred 'the Company') was incorporated in Bangladesh on 7th

October,

2010 vide Certificate no. C-87427/10 as a Private Limited Company under the Companies Act 1994. The Company converted

into public Company limited by share on 23 October 2018. The Company has changed its name by Beka Garments and

Textile Limited instead of Beka Garment and Textiles Ltd. on 30 November 2019.

The registered office and Factory of the Company is located on Plot # FS SEB-1, Adamjee EPZ, Adamjee Nagar,

Siddhirgonj, Narayangonj, -1431, Bangladesh and Corporate office at PMP Plaza, 14, Kemal Ataturk Avenue, Banani C/A,

Dhaka- 1213.

Beka Garments and Textile Limited is a 100% export oriented garments (Woven). The principal activities of the Company

are manufacturing readymade garments (Woven) and export the same in the international market.

The Financial Statements have been prepared in compliance with the requirements of the Companies Act 1994,International

Accounting Standards (IAS) and International Financial Reporting Standards (IFRS) adopted by the Institute of

Chartered Accountants of Bangladesh (ICAB),the Securities and Exchange Rules 1987 and others applicable laws and

regulations as applicable in Bangladesh.

As required by the Company, the management complies with the following major legal provisions in addition to the

Companies Act 1994 and other applicable laws and regulations:

Particulars

Authorized Capital

15,00,00,000 Ordinary Shares of Tk. 10.00 each

Paid Up Capital

10,20,00,000 Ordinary Shares of Tk. 10.00 each

Production Plant of the company is situated at Plot # FS SEB-1, Adamjee EPZ, Adamjee Nagar, Siddhirgonj,

Narayangonj, -1431, Bangladesh.

Commercial Operation


2.03 Measurement Bases used in preparing the Financial Statements

2.04 Components of the Financial Statements

i. Statement of Financial Position as at December 31, 2019;

ii. Statement of Profit or Loss and other Comprehensive Income for the period ended on December 31, 2019;

iii. Statement of Changes in Equity for the period ended on December 31, 2019;

iv. Statement of Cash Flows for the period ended on December 31, 2019; and

2.05 Reporting Currency and Level of Precision ( Functional and presentation currency)

2.06 Preparation and Presentation of Financial Statements of the Company

2.07 Use of Estimates and Judgments

2.08

2.09 Compliance with the IAS and IFRS

Sl. No. IAS’s No.

1 1

2 2

3 7

4 8

5 10

6 12

7 16

10 19

11 21

12 23

13 24

15 33

16 Interim Financial Reporting 34

17 36

18 37

SL. No. IFRS No.

1 1

2 7

3 8

4 9

5 13

6 15

7 16

Earnings Per Share

Financial Instruments: Disclosures

Operating Segments

Financial Instruments

Fair Value Measurement

Revenue from Contracts with Customers

Leases

Impairment of Assets

Provision, Contingent Liabilities and Contingent Assets

Name of the IFRS

First-time Adoption of International Financial Reporting Standards

The financial period of the Company's covers 6 (Six) months from July 01, 2019 to December 31, 2019.

Name of the IAS

Property, Plant and Equipment

Employee Benefits

The Effects of Changes in Foreign Exchange Rates

Borrowing Costs

Related Party Disclosures

Presentation of Financial Statements

Inventories

Statement of Cash Flows

Accounting policies, Changes in Accounting Estimates and Errors

Events after the Reporting Period

Income Taxes

The Board of Directors of the company is responsible for the preparation and presentation of Financial Statements of

BEKA GARMENTS AND TEXTILE LIMITED.

The preparation of these Financial Statements, in conformity with IAS/IFRS, required management to make judgments,

estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,

income and expenses. Actual amounts may differ from these estimates. Estimates and underlying assumptions are reviewed

on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in

any future periods affected. In particular, information about significant areas of estimation uncertainty and critical

judgments in applying accounting policies that have the most significant effect on the amount recognized in the Financial

Statements are stated in the following notes:

Reporting Period :

The Financial Statements have been prepared on a going concern basis. The Financial Statements have been prepared on

the historical cost convention applying accrual basis of accounting in accordance with the International Financial Reporting

Standards (IFRS)

According to the International Accounting Standards IAS-1 as adopted by ICAB “Presentation of Financial Statements”

the complete set of Financial Statements includes the following components.

v. Notes, comprising a summary of significant accounting policies and other explanatory information for the period ended

on December 31, 2019.

The Financial Statements are presented in Bangladeshi currency (Taka), which is the Company’s functional currency. All

financial information presented in Taka has been rounded off to the nearest integer (Taka).


3.00 SIGNIFICANT ACCOUNTING POLICIES

Changes in significant accounting policies

IFRS 16 Leases

3.01 Property, Plant and Equipment

3.01.1 Recognition and Measurement

3.01.2 Depreciation of Property, Plant and Equipment

Rate %

4.00%

5.00%

7.50%

10.00%

10.00%

10.00%

10.00%

10.00%

10.00%

Fire Hydrant System 10.00%

10.00%

Depreciation on Land Development

The cost of the right-of-use asset shall comprise:

(a) the amount of the initial measurement of the lease liability, as described in paragraph-26;

(b) any lease payments made at or before the commencement date, less any lease incentives received;

(c) any initial direct costs incurred by the lessee; and(d) an estimate of costs to be incurred by the lessee in dismantling and removeing the underlying asset, restoring the site on

which it is located or restiring the underling asset to the condition required by the terms and conditions of the lease, unless

those costs are incirred to produce inventories. The lessee incurs the obligation for those costs either at the commencement

date or as a consequence of having used the underlying asset duing a particular period.

Initial measurement of the lease liabilityAt the commencement date, a lessee shall measure the lease liability at the presesnt value of the lease payments that are not

paid at that date. The lease payments shall be discounted using the interest rate implicity in the lease, if that rate can be

readily determined. If that rate cannot be readily determined, the lessee shall use the lessee's incremental borrowing rate.

The company has not any lease liability during the period ended on 31 December 2019

Boiler & Compressor

Generator

Office Equipment

Furniture & Fixture

Motor Vehicle

Fire Extinguishers

The specific accounting policies have been selected and applied for significant transactions and events that have a material

effect within the framework for the preparation and presentation of Financial Statements.

The Property, Plant and Equipment are accounted for according to International Accounting Standard (IAS)-16 'Property,

Plant and Equipment' at Historical cost less accumulated depreciation except for Land development. The cost of self-

constructed /installed assets includes the cost of materials, direct labor and other cost directly attributable to bringing the

assets to the working condition for the indented use and for dismantling and removing the items and restoring the site on

which they are located.

Depreciation is charged on all fixed assets on a reducing balance method except land development. Depreciation charged on

land development on Straight line Method. Depreciation of an asset begins when it is available for use i.e. when it is in the

location and condition necessary for it to be capable of operating in the manner intended by management. The depreciation

rate(s) are as follows:

Category of fixed assets

Factory Building & Other Construction

Plant & Machinery

Land Development

Electric Installations

Except the changes following, the Company has consistently applied the accounting policies to all periods presented in these

financial statements. The Company has initially adopted IFRS 16 'Leases' 1 July 2019. There is no impact on financial

statements on initial application of the standards.

At the commencement date, a lessee shall recognise a right-of-use asset and a lease liability.

The Company operated their business by using BEPZA land on monthly rental basis. The Company has leased 2 plots of

land property from BEPZA on 2013 for 30 years lease period (renewable). The Company developed this land in order to use

the property for factory. The Company started commercial operation on the rented property from 2014 . As there, the

Company charged Depreciation on land development on Straight line Method assuming over the 25 years lease term or 4%

of each year as Straight line basis on total cost.

*The Company used branded plant and machinery in its production process mainly Italian and Japanies machineries. With

a small maintenance, the life of the assets can be strengthened and can be modified as per the requirement of the buyers.

That is why the depreciation on plant and machineries are 7.5%. The factory building's life time is also considered 20 years

considering the lease period of 30 years which is very reasonable. That is why, the rate is 5%. Another reason is that the

factory building is built on RCC structure not on pre-fabricated structure. And Other Fixed Asset's life time is considered

10 years which is very reasonable. On the other hand, Income Tax Authority also allow the above rates as depreciation for

Initial measurement of the right- of-use asset:

At the commencement date, a lessee shall measure the right-of-use asset at cost.


3.01.3

3.01.4

3.01.5 Impairment of Assets

3.01.6

3.02 Valuation of Inventories

Impairment of Inventories

3.03 Revenue Recognition

d) The contract has commercial substance (i.e. the risk, timing or amount of the entity’s future cash flows is expected

to change as a result of the contract); and

e) It is probable that the entity will collect the consideration to which it will be entitled in exchange for the goods or

service that will be transferred to the customer.

In compliance with the requirements of IFRS-15 “Revenue from Contracts with Customers”, an entity shall account

for a contract with a customer only when all of the following criteria are met:

Considering the five steps model, the Company recognizes revenue at the time of delivery when (or as) the Company

satisfies a performance obligation by transferring a promised good to a customer. Goods are considered as transferred

when (or as) the customer obtains control of those goods. Revenue from sale of goods is measured at the fair value of

the consideration received or receivable net of returns and allowances, trade discounts, rebates and Value Added Tax

(VAT).

Disposal of Property, Plant and Equipment

Disposal of Property, Plant and Equipment, the cost and accumulated depreciation are eliminated and gain or loss on

such disposal is reflected in the Statement of Profit or Loss and other Comprehensive Income, which is determined

with reference to the net book value of the assets and net sales proceeds.

Subsequent costs

The cost of replacing a part of an item of Property, Plant and Equipment is recognized in the carrying amount of the

item if is probable that future economic benefits associated with the item will flow to the entity and the cost of the

item can be measured reliably. All other repair and maintenance costs are charged to the Statement of Profit or Loss

and Other Comprehensive Income during the financial period in which they incurred.

The Company reviews the carrying amounts of its assets (Balance Sheet Date) to determine whether there is any

indication of impairment In accordance with IAS-36: ‘Impairment of Assets’. The indicators include obsolescence due

to new technological changes, decline in performance i.e. net cash flows of the asset or CGU, decline in market value of

the asset, changes in economy such as an increase in labor cost, raw materials, etc. that would shrink the net cash

flows of the asset physical damage to the asset such as fire or other accident major restructuring i.e. reshuffling of

products, segments, acquisition of new assets, etc.

During the Period at Balance Sheet date, The management of the Company reviews the carrying amounts of its fixed

assets as on the Balance Sheet Date to determine whether there is any indication of impairment In accordance with

IAS-36: ‘Impairment of Assets’. When the useful life of the assets or use of assets are obsolete due to new

technologicies, the remaining value of the assets (WDV) are write off and charged to Comprehensive Income

Statements immediately. However, there was no indication of impairment of fixed assets during the period; as such,

no adjustment was given in the Financial Statements for impairment.

Inventories consisting of raw materials, work in progress, finished goods are valued at lower of cost and net realisable

value as per IAS 2: Inventory. Cost of inventories include expenditure incurred in acquiring the inventories,

production or conversion costs and other costs incurred in bringing them to their existing location and condition. Cost

of inventories is determined by using the weighted average cost formula. Where necessary, allowance is provided for

damaged, obsolete and slow-moving items to adjust the carrying amount of inventories to the lower of cost and net

realisable value as the board approve from time to time. Net realisable value is based on estimated selling price in the

ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Capital Work in Progress

Property, Plant and Equipment under construction/ acquisition are accounted for as capital work-in-progress until

construction/ acquisition is complete and measured at cost.

Category of Stocks Basis of valuation

Raw Material (Fabric & Accessories), Packing Materials,

stores & Spar Parts including WIP:

At lower of cost or net estimated realizable value

Finished Goods : At lower of cost or net estimated realizable value

a) The parties to the contract have approved the contract (in writing, orally or in accordance with other customary

business practices) and are committed to perform their respective obligations;

b) The entity can identify each party’s right regarding the goods or services to be transferred;

c) The entity can identify the payment terms for the goods or service to be transferred;

Impairment of inventory is made as and when inventory became obsolete or unusable or for slow moving items for

which the management of the company is giving decisions from time to time. Based on sales cycle of slow moving

items, the sales prices of the products may decreases over time. The management of the Company reviews the carrying

amounts of its inventory (Balance Sheet Date) to determine whether there is any indication of impairment in

accordance with IAS-2: ‘Inventories’. When the sales price moves below the inventory cost prices, the loss on sales is

recoginized immediately in the Financial Statements. However, there was no indication of impairment of inventory

during the period; as such, no adjustment was given in the Financial Statements for impairment.


As Reported

Adjustment

(effect on

IFRS-15)

Amount without

adoption of IFRS-

15

Assets

Non-Current Assets 1,617,771,694 - 1,617,771,694

Current Assets 1,218,460,744 - 1,218,460,744

Total Assets 2,836,232,438 - 2,836,232,438

Shareholder's Equity and Liabilities

Shareholder's Equity 2,541,041,497 - 2,541,041,497

Non Current Liabilities 184,612,300 184,612,300

Current Liabilities 110,578,641 110,578,641

Total Shareholder's Equity and Liabilities 2,836,232,438 - 2,836,232,438

As Reported

Adjustment

(effect on

IFRS-15)

Amount without

adoption of IFRS-

15

Revenue 1,063,699,524 - 1,063,699,524

Operating Expenses (82,164,427) - (82,164,427)

Profit from Operation 144,688,900 - 144,688,900

Profit Before Income Tax 131,507,637 - 131,507,637

Income Tax Expenses - - -

Profit after Income Tax 131,507,637 - 131,507,637

Other Comprehensive Income for the period - - -

Total Comprehensive Income For the period 131,507,637 - 131,507,637

As Reported

Adjustment

(effect on

IFRS-15)

Amount without

adoption of IFRS-

15

Net Cash Generated from Operating Activities 142,447,452 - 142,447,452

Net cash Used to Investing Activities (95,182,009) - (95,182,009)

Net cash Generated from Financing Activities (28,233,513) - (28,233,513)

Net Increase/(Decrease) Cash and Cash Equivalents 19,031,930 - 19,031,930

Cash and Cash Equivalents at the beginning of the period 68,531,801 - 68,531,801

Foreign Exchange Gain/(loss) 1,276,521 - 1,276,521

Cash and Cash Equivalents at the end of the period 88,840,252 - 88,840,252

Revenue from the sale of goods is recognized when the significant risks and rewards of ownership of the goods have passed

to the buyer when the buyer’s bank provides assurance by giving acceptance letter on the delivery of goods. Revenue

represents the invoice value of goods supplied to the customers measured at the fair value of the consideration received or

Sale of goods

In addition to, prior year Financial Statements (Except for the year ended 30 June 2019) were prepared in accordance with

Bangladesh Accounting Standards (BASs) and Bangladesh Financial Reporting Standards (BFRSs). The management has

made assessment of the difference between IFRS and BFRS (mainly IFRS-15 ‘Revenue from contract with Customers’ and

IAS-18 ‘Revenue’) and concluded that there are no differences which would impact any numerical amount and disclosures in

the financial statement. For better presentation, the management reconciled Statement of Profit or Loss and Other

Comprehensive Income as well as Statement of Financial Position of the company with effect of IFRS-15 Para c(8) which

Impact on the statement of Financial Position

As at December 31, 2019

Particulars

Impact on the statement of Profit or Loss and other Comprehensive Income

For the period ended December 31, 2019

Particulars

Impact on the statement of Cash Flows


Particulars


Financial instruments

Measurement of Expected Credit Losses (ECL)

3.04 Foreign Currency Transaction/Translation

3.05 Financial Instruments

ii) Non-financial assets

The carrying amounts of the Company's non-financial assets (other than inventories) are reviewed at each reporting date to

determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount

is estimated in order to determine the extent of impairment loss (if any). Where it is not possible to determine the

recoverable amount of an individual asset, the Company estimates the recoverable amount of the Cash Generating Unit

(CGU) to which the asset belongs. An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds

its recoverable amount. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less

costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre- tax

discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or

CGU. Impairment losses are recognised in profit or loss. An impairment loss is reversed only to the extent that the asset's

carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, if no

i) Financial assets

The Company recognizes loss allowances for Expected Credit Losses ECLs on:

• financial assets measured at amortised cost;

• debt investments measured at FVOCI (if any); and

• Contract assets.

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.

except for the following, which are measured at 12-month ECLs:

• debt securities that are determined to have low credit risk at the reporting date (if any); and

• other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the

financial instrument) has not increased significantly since initial recognition.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and

when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available

without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the

IFRS 9 sets out requirements for recognizing and measuring financial assets, financial liabilities and some contracts to buy

or sell non-financial items. This standard replaces IAS 39 Financial Instruments: Recognition and Measurement. The

details of new significant accounting policies and the nature and effect of the changes to previous accounting policies are set

out below.

Impairment of financial assetsIFRS 9 replaces the ‘incurred loss’ model in IAS 39 with an ‘expected credit loss’ (ECL) model. The new impairment model

applies to financial assets measured at amortised cost, contract assets and debt investments at FVOCI, but not to

investments in equity instruments. The financial assets at amortised cost consist of trade receivables, cash and cash

equivalents, and corporate debt securities. When determining whether the credit risk of a financial asset has increased

significantly since initial recognition and when estimating ECLs, the company considers reasonable and supportable

information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative

information and analysis, based on The Company’s historical experience and informed credit assessment and including

forward-looking information. The company considers a financial asset to be in default when the debtor is unlikely to pay its

credit obligations to the company in full, without recourse by the company to actions such as realizing security (if any is

held).

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash

shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows

that the company expects to receive). ECLs are discounted at the effective interest rate of the financial asset. At each

reporting date, the company assesses whether financial assets carried at amortised cost are credit-impaired. A financial

asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the

financial asset have occurred. The Company expected that they have no credit losses on Trade Receivables.

Presentation of impairmentLoss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.

For debt securities at FVOCI, the loss allowance is recognised in OCI, instead of reducing the carrying amount of the asset.

Impairment losses related to trade receivables and others, including contract assets, are presented separately in the notes to

the Financial Statement if any.

Impairment

Foreign currency transactions are translated into Bangladeshi Taka at the exchange rates ruling at the transaction dates

according to IAS 21: The effect of changes in Foreign Exchange Rates”. Monetary assets and liabilities denominated in the

foreign currencies are translated at prevailing rates on the balance sheet (Financial position) date. Nonmonetary assets and

liabilities denominated in foreign currencies, which are related at historical cost are translated into Bangladesh Taka at the

exchange rate ruling at the date of transactions. Foreign exchange gain/loss has been recognized in connection with foreign

currency transaction since all such transactions are in Foreign Currency and significant gains/losses even out during the

regular course of Company's business.

Non-derivative Financial Instruments comprise trade receivables, trade payables, cash and cash equivalents and share

capital.


3.06 Trade and Other Receivables

3.06.1 Proviosn for Bad and Doubtful Debts

3.07 Advance, Deposit and Prepayments

3.08 Trade and Other Payables

3.09 Cash and Cash Equivalents

3.10 Share Capital

3.11 Taxation

3.11.1 Current Tax

3.11.2 Deferred Tax

3.12 Provisions/ Liabilities for Expenses

3.13 Contingencies

3.14 Events after the reporting period

Ordinary Shares are classified as equity. Incremental costs directly attributable to the issue of Ordinary Shares are

recognized as a deduction from equity, net of any tax effect.

Income tax expenses comprised of current and deferred taxes.

Current tax expense may recognized in the Statement of Profit or Loss and Other Comprehensive income, except to the

extent that it relates to items recognized directly in equity, in which case it may recognized in equity. The Company is

enjoying exemption from all such taxes under SRO 289/AIN/89, dated: 17/08/1989 for 10 years from the date (07 June 2011)

of commercial operation. As there, no provision made by the Company during the year.

Deferred tax may made as per the balance sheet assets/liability method in respect of temporary differences arising from

differences between the carrying amount of assets and liabilities in the Financial Statements and the corresponding tax

(basis used in the computation of taxable profit). Deferred tax liabilities may generally recognized for all taxable temporary

differences and deferred tax assets are recognized to the extent that it may probable that the taxable profits will be

available against which the deductible temporary differences. The Company is enjoying exemption from all such taxes

under SRO 289/AIN/89, dated: 17/08/1989 for 10 years from commercial operation. Therefore, the company has not

As per “IAS 37: Provisions, Contingent Liabilities and Contingent Assets’ a provision recognized on the date of statement

of Financial Position if, as a result of past event, the company has a present obligation that can be estimated reliably, and

it is probably the outflow of economic benefits will be required to settle the obligation. A provision is recognized if, as a

result of a 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 benefit will be required to settle the obligation.

Contingencies arising from a claim, litigation assessment, fines, penalties etc. are recorded. It is probable that a liability has

been incurred and the amount can be measured reliably in accordance with “IAS 37: Provisions, Contingent Liabilities and

Contingent Assets”.

Trade and other receivables are recognized initially at invoice value and subsequently measured at the remaining amount

less allowance for doubtful receivable at the period end, if any. Receivables from foreign currency transactions are

recognized in Bangladeshi Taka using exchange rates prevailing on the date of the transaction. The Company did not made

any provisions against Trade and Other receivables due to sales recognised 100% confirm by the Letter of Credit.

Advances are initially measured at cost. After initial recognition, advance is carried at cost less deductions, adjustments or

charges to other account heads such as property, plant and Equipment or expenses. Deposits are measured at prepayment

value. Prepayments are initially measured at cost. After initial recognition prepayments are carried at cost less charges to

statement of comprehensive income.

Liabilities are recorded at the amount payable for settlement in respect of goods and services received by the company,

whether or not billed by the suppliers.

Cash and cash equivalents consist of cash in hand and with banks on current and deposit accounts and short-term

investments which are held and available for use by the company without any restriction. There is an insignificant risk of

change in the value of the same.

The Management recognised the bad and doubtful debts when a debt is unrecoverable through Board of directors approval.

The sales were made through exports Letter of Credit. The beneficiaries' banks had guaranteed the payment on behalf of

the foreing buyers against their credit sales. Thus there is no possibility of bad and douobtful debts against the credit

exports. Since, all sales were collected in full amouont during the year under consideration hence, no provision was made

for bad and debts against the receivables.

Events after the reporting period that provide additional information about the Company's position at the date of

statement of financial position or those that indicate the going concern assumption is not appropriate are reflected in the

Financial Statements. There are no material events that had occurred after the reporting period to the date of issue of these

Financial Statements, which could affect the figures presented in the Financial Statements.


3.15 Statement of Cash Flows

3.16 Provision

3.17 Finance Cost :

3.18 Employee Benefits

Short-Term Employee Benefits

Employee Retirement Benefits

3.19 Comparative Information

Financial expenses comprise interest expenses on long term loan, short term loan, finance lease and bank commission and

charges etc. All such costs are recognized in the statements of Profit or Loss and other Comprehensive Income except those

are capitalized in accordance with IAS-23 : Borrowing Costs.

The company has accounted for and disclosed employee benefits in compliance with the provisions of IAS 19: Employee

Benefits. The cost of employee benefits 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 include wages, salaries, bonuses, house rent, medical fees etc. Obligations for such benefits are

measured on an undiscounted basis and are expensed as the related service is provided.

Provident Fund

Statement of Cash Flows is prepared principally in accordance with IAS-7 "Statement of Cash Flows" and the cash flow

from the operating activities have been presented under direct method as prescribed by the Securities and Exchange Rules

1987 and considering the provisions of Paragraph 18(a) of IAS‐7 which provides that “Enterprises are encouraged to report

Cash Flows from Operating Activities using the Direct Method” as well as the indirect method.

Comparative information has been disclosed as required by IAS 34: ‘Interim Financial Reporting’ in respect of the previous

period for all numerical information in the current Financial Statements as below:

The Company has established and maintaining Contributory Provident Fund in compliance to the requirement of “The

EPZ employees (Contributory) Provident Fund Policy -2012”. The fund is administrated by the 6 members Board of

Trustees of which 3 members are nominated from employer's side and remaining 3 members fulfilled from the

representative from Workers Welfare Association. All members of trustee shall hold their position for three years. The

member of the trustee board within the limit of the policy shall together hold absolute measure to take any decision for

implementation of the provident fund.

Workers’ Profit Participation Fund (WPPF)

In accordance with the requirement of section 234 of Labor Act, 2006(Amended), the company should contribute 5% of net

profit before charging the amount to the aforementioned fund. But the company established in Adamjee Export Processing

Zone (AEPZ) and have to comply only BEPZA rules relating to services matter concerning workers and officers employed

in the company operating in the Export Processing Zone Bangladesh, which imposed by BEPZA. There is no provision for

Worker's Profit Participation Fund in company's profits as per BEPZA rules.

Workers’ Welfare Fund

The company has been paying against “Workers Welfare Fund” to BEPZA since 1st February 2013 in compliance to the

requirement of BEPZA rules. The management of the fund is maintained by BEPZA according to the rules & guidelines

imposed under the style of „Constitution and Operation Procedure of EPZ Worker's Welfare Fund 2012‟.

Obligations for the Company's contributions to defined contribution plans are recognized as an expenses in the income

statement as incurred.

A provision is recognized on the date of financial position if, as a result of past events, the company has a present legal

obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle

the obligation.

• Statement of Financial Position as of the end of the preceding Financial Period.

• Statement of Profit or Loss and Other Comprehensive Income for the comparable interim period of preceding Financial

• Statement of Changes in Equity for the comparable interim period of preceding Financial Period.

• Statement of Cash Flows for the comparable interim period of preceding Financial Period.


3.20 Basic Earnings per Share

Basic Earnings

Weighted Average Number of Ordinary Shares outstanding during the period.

Diluted Earnings per Share (DEPS)

3.21 Operating Segment

3.22 Going Concern

3.23 Related Party Disclosures

3.24 Financial Risk Management Policies

3.24.1 Interest Rate Risk

The company has no significant risk of fluctuations in interest rates.

3.24.2 Foreign Currency Risk

3.24.3 Credit Risk

The company is exposed to foreign currency risk relating to purchases which are denominated in foreign currencies. The

company primarily utilizes forward exchange contracts with maturities of less than one year to hedge such financial

liabilities denominated in foreign currencies. The forward exchange contracts entered into at the reporting date also relate

to anticipated purchases, denominated in foreign currencies, for the subsequent period.

Credit risk is the potential financial loss resulting from the failure of a customer or counterparty to settle its financial and

contractual obligations to the company as and when they fall due. Management has a credit policy in place and the exposure

to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a

certain amount. At the reporting date there were no significant concentrations of credit risk. The maximum exposure to

credit risk is represented by the carrying amount of each financial asset in the statement of financial position. However, due

to a large number of parties comprising the group’s customer base, Management does not anticipate material losses from its

debt collection.

The basis of computation of number of shares is line with the provisions of IAS-33: Earning per share. Therefore, the total

number of shares outstanding at the period multiplied by a time-weighting factor which is the number of days the specific

shares were outstanding as proportion of total number of days in the period.

Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and weighted average

number of ordinary shares outstanding, for the effect of all dilutive potential ordinary shares. However, dilution of EPS is

not applicable for these Financial Statements as there were no potential ordinary shares during the relevant period.

No segmental reporting is applicable for the company as required by “IFRS 8: Operating Segments” as the Company

operates in a single industry segment and within as a geographical segment.

The company has adequate resources to continue in operation for foreseeable future and hence, the Financial Statements

have been prepared on going concern basis. As per management assessment there is no material uncertainties related to

event or condition which may cast significant doubt upon the company's ability to continue as a going concern.

The objective of "Related Party Disclosure", IAS - 24 is to ensure that an entity's Financial Statements contain the

disclosures necessary to draw attention to the possibility that its financial position and profit or loss may have been

affected by the existence of related parties and by transactions and outstanding balances with such parties. Parties are

considered to be related if one party has the ability to control the other party or to exercise significant influence or joint

control over the other party in making financial and operating decisions. A party is related to an entity if: [IAS 24.9]

directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the

entity has an interest in the entity that gives it significant influence over the entity, has joint control over the entity, the

party is a member of the key management personnel of the entity or its parent, the party is a close member of the family of

any individual, the party is an entity that is controlled, jointly controlled or significantly influenced by or for which

significant voting power in such entity resides with, directly or indirectly, any individual and the party is a post-

employment benefit plan for the benefit of employees of the entity. The information as required by IAS 24: Related Party

The company is exposed to normal business risks from changes in market interest rates and currency exchange rates and

from non-performance of contractual obligations by counterparties. The company does not hold or issue derivative financial

instruments for speculative or trading purposes.

This has been calculated in compliance with the requirements of “IAS 33: Earnings per Share". Basic earnings per shares

have been calculated by dividing the net profit or loss by the weighted average number of ordinary shares outstanding

during the period.

This represents earnings for the period attributable to the ordinary shareholders. As there are no preference dividends,

minority interest or extra ordinary items, the net profit for the period has been considered as fully attributable to ordinary


3.24.4 Liquidity Risk

3.25 Fair Values

3.26 Risk and Uncertainties for use of Estimates in preparation of Financial Statements

3.27 Borrowing Costs

3.28 Advertising and Promotional Expenses

3.29

3.30 General

iii) The Financial Statements were authorised by the Board of Directors on 26 January 2020

i) Comparative figures have been re-arranged where considered necessary to ensure better comparability with the current

period without causing any impact on the profit and value of assets and liabilities as reported in the Financial Statements.

ii) Figures for the period have been rearranged wherever considered necessary to ensure comparability with the current

The company monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by

management to finance the company operations and to mitigate the effects of fluctuations in cash flows.

The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing

parties in an arm’s length transaction. The fair value of trade and other short-term receivables are taken to approximate

their carrying value. The fair value of financial assets and liabilities approximate their carrying value.

The preparation of Financial Statements requires management to make judgments, estimates and assumptions that affect

the application of accounting policies and the reported amounts of assets, liabilities, income and expenses and disclosure

requirements for contingent assets and liabilities during and at the date of Financial Statements. Actual results may differ

from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions of accounting

estimates are recognized in the period in which the estimate is revised and in any future periods affected as required by IAS

8: Accounting Policies, Changes in Accounting Estimates and Errors.

In compliance with the requirements of IAS 23 (Borrowing Costs), borrowing costs of the operational period on short-term

loan and overdraft facilities from Trust Bank Limited were charged off as revenue expenditure as they incurred.

All costs associated with advertising and promotional activities are charged in the period they were incurred.

Hypothecation of Assets

Hypothecation of plant and machinery, equipment, raw materials, WIP, finished goods, lien on export LC depends on the

volume of exports and import over the period. The hypothecation of machinery of the export or import varies. Accordingly,

the risk of hypothecations may need to be secured to bank as per the bank dues. The hypotheses assets were kept as

security against hypothecation. The bank may need for additional security against hypothecation assets of the export or

import varies over the period. So we have enough assets against the loan. We do not need any further collateral.


Amounts in Taka

31-Dec-19 30-Jun-19

4.00 Property, Plant and Equipment

A. At Cost

Balance as on 01 July 2019 1,646,554,157 1,146,881,880

Add: Addition during the period/year

Purchase during the period/year 27,669,453 154,782,974

Transferred from CWIP (Note-5) 83,113,226 344,889,303

Total Addition during the period/year 110,782,679 499,672,277

Total Cost 1,757,336,836 1,646,554,157

B. Accumulated Depreciation

Opening Balance 261,704,631 173,285,143

Add: Depreciation for the period/year 52,574,951 88,419,488

Total Depreciation 314,279,583 261,704,631

Written Down Value (WDV) (A-B) as on 31 December 2019 1,443,057,253 1,384,849,526

Details of Property, Plant and Equipment and depreciation as on 31 December, 2019 are shown in the Annexure - A.

5.00 Capital Work In Progress

Factory Building (Note-5.01) 174,714,441 108,906,074

Land Development (Note-5.02) - -

Plant & Machinery (Note-5.03) - 83,113,226

Closing Balance 174,714,441 192,019,300

5.01 Factory Building & Other Construction

Balance as on 01 July 2019 108,906,074 156,893,243

Add: Addition during the year/period 65,808,367 125,634,580

174,714,441 282,527,823

- 173,621,749

Balance as on 31 December 2019 174,714,441 108,906,074

5.02 Land Development

Balance as on 01 July 2019 - 15,070,442

Add: Addition during the year/period - 20,345,670

· The Value Added Tax Act 2012; - 35,416,112

- 35,416,112

- -

5.03 Plant & Machinery

Balance as on 01 July 2019 83,113,226 -

Add: Addition during the year/period - 218,964,668

83,113,226 218,964,668

83,113,226 135,851,442

Balance as on 31 December 2019 - 83,113,226

6.00 Inventories

6.01 Valuation of Inventory and physical stocktaking

The management of the Company takes physical stocks periodically and valuation of stocks were made accordingly considering the

wear and tear of the assets as follows:

i) The valuation of closing inventory has been made on the basis of lower of cost and net realizable value as per IAS-2.

ii) The management of the Company has conducted physical verification/stock taking of inventories on

Inventories consisting of raw materials, work in progress, finished goods are valued at lower of cost and net realisable value as per

IAS 2: Inventory. Cost of inventories include expenditure incurred in acquiring the inventories, production or conversion costs and

other costs incurred in bringing them to their existing location and condition. Cost of inventories is determined by using the

weighted average cost formula. Where necessary, allowance is provided for damaged, obsolete and slow-moving items to adjust the

carrying amount of inventories to the lower of cost and net realisable value as the board approve from time to time. Net realisable

value is based on estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated

costs necessary to make the sale.

Less: Transfer to Factory Building & Other

Construction (Property, Plant and

Less: Transfer to Plant & Machinery and

Electric Installations(Property, Plant and

Equipment)

Less: Transfer to Land Development

(Property, Plant and Equipment)


Impairment of Inventories

6.02 Particulars of Inventory

Raw Material - Fabric (Note: 19.02) 202,509,985 188,123,843

Raw Material - Accessories (Note: 19.03) 129,537,405 139,234,560

Work in Progress (WIP) (Note: 19.00) 13,590,652 13,897,654

Packing Materials (Note: 19.04) 15,236,065 15,245,390

Spare Parts (Note: 19.06) 5,202,589 5,234,580

Finished Goods (Note: 19.00) 102,518,459 91,234,560

468,595,155 452,970,587

7.00 Trade and Other Receivables

Balance as on 01 July 2019 609,861,737 563,434,820

Add: Sales during the period/year 1,063,699,524 2,163,412,780

1,673,561,261 2,726,847,600

Less: Realized during the period/year (1,067,334,059) (2,116,985,863)

606,227,202 609,861,737

1,072,968 505,592

Balance as on 31 December 2019 607,300,170 610,367,329

Aging of Trade Receivable & Other Receivables:

Less than Six Month 607,300,170 610,367,329

More than Six Month - -

Total 607,300,170 610,367,329

7.01

Amounts in Taka Amounts in Taka

607,300,170 610,367,329

7.02

Particulars Receivables in

BDT.

U

S

D

Receivables in

BDT.

Current Market Rate (30 June

2019) 610,367,329

Average Rate 609,861,737

Market to Market Gain/(Loss) 505,592 Current Market Rate (31

December 2019) 607,300,170

Average Rate 606,227,202

Market to Market Gain/(Loss) 1,072,968

At lower of cost or net estimated realizable value

Impairment of inventory is made as and when inventory became obsolete or unusable or for slow moving items for

which the management of the company is giving decisions from time to time. Based on sales cycle of slow moving items,

the sales prices of the products may decreases over time. The management of the Company reviews the carrying

amounts of its inventory (Balance Sheet Date) to determine whether there is any indication of impairment In

accordance with IAS-2: ‘Inventories’. When the sales price moves below the inventory cost prices, the loss on sales is

recoginized immediately in the Financial Statements. However, there was no indication of impairment of inventory

during the year; and as such, no adjustment was given in the Financial Statements for impairment.

$7,153,123

$7,223,282

$7,223,282

Market to Market Gain/(Loss)

i) Receivables considered good and in respect of which the company is fully

secured.

ii) Receivables considered good for which the company holds no security other

than the debtor's personal security.

iii) Receivables considered doubtful or bad.

Particulars

This amount of receivable considered fully secured and grunted by export letter do credit opening bank against export order

and is considered good & realizable as per the terms of export letter of credit. The classification of Receivables as required

by the Schedule XI, Part 1 Para 4(f) of the Companies Act, 1994 are given below:

Category of Stocks Basis of valuation

Raw Material, Accessories, Packing Materials, At lower of cost or net estimated realizable value

Finished Goods :

Receivables in USD

Market to Market Gain/(Loss)

iv) Receivable due by directors or other officers of the company or any of them

either severally or jointly with any other person or receivables due by firms or

private companies respectively in which any director is a partner or a director or

a member.

v) Receivables due by companies under the same management.

vi) The maximum amount due by directors or other officers of the company at

any time during the period.

$7,153,123


8.00 Advances, Deposits and Pre-payments

Advances (Note:8.01) 46,404,667 2,821,213

Deposits (Note:8.02) 7,320,500 7,320,500

53,725,167 10,141,713

8.01 Advances

Advance against Salary & Allowance 2,529,527 755,638

Advance against Procurement 2,304,861 820,560

Advance against Rent (Head Office) 1,139,880 1,139,880

LC Margin 38,974,507

Advance against Water Bill - -

Advance against Electricity Bill - -

Advance Insurance Premium(Group)(8.01-a) - 60,860

Advance Insurance Premium(Factory)(8.01-b) 1,411,617 -

Advance against Medical facilities 44,275 44,275

46,404,667 2,821,213

8.01-a Advance Insurance Premium(Group)

Balance as on 01 July 2019 60,860 -

Add: Addition during the period/year - 156,436

60,860 156,436

Less: Adjusted during the period/year 60,860 95,576

- 60,860

8.01-b Advance Insurance Premium(Factory)

Balance as on 01 July 2019 - -

Add: Addition during the period/year 2,052,750 -

2,052,750 -

Less: Adjusted during the period/year 641,133 -

1,411,617 -

8.02 Deposits

Security Deposit for Factory Building (BEPZA) 4,023,632 4,023,632

Security Deposit for Electricity (PDB) 1,422,838 1,422,838

Security Deposit of Water (WASA) 14,490 14,490

Security Deposit of Land (BEPZA) 1,034,425 1,034,425

Security Deposit for Welfare Fund (BEPZA) 25,116 25,116

Security Deposit for Workers Transportation 800,000 800,000

7,320,500 7,320,500

Amounts in Taka Amounts in Taka

45,220,512 1,637,058

8,504,655 8,504,655

- -

53,725,167 10,141,713

-

2,529,527 755,638

- -

- -

9.00 Cash and Cash Equivalents

Cash in Hand (Note 9.01) 1,838,490 1,547,685

Cash at Bank (Note 9.02) 87,001,762 66,984,116

88,840,252 68,531,801

ii) Advances, deposits & prepayments considered good for which the company

holds no security.

iii) Advances, deposits & prepayments considered doubtful or bad.

iv) Advances, deposits & prepayments due by directors or other officers of the

company or any of them either severally or jointly with any other person or

Advances, deposits & prepayments due by firms or private companies

respectively in which any director is a partner or a director or a member.

respectively in which any director is a partner or a director or a member.

Less than Six Month

More than Six Month

v) Advances, deposits & prepayments due by companies under the same

management.

Particulars

i) Advances, deposits & prepayments considered good and in respect of which

the company is fully secured.

vi) The maximum amount due by directors or other officers of the company at

any time during the year.

The classification of Advances, Deposits & Prepayments as required by the Schedule XI, Part 1, Para 4(j) of the Companies Act, 1994 are

given below:


9.01 Cash in Hand

Head Office 1,529,985 1,169,992

Factory (EPZ) 308,505 377,693

1,838,490 1,547,685

9.02 Cash at Banks

Gulshan Branch 21,783,208 20,018,904

Gulshan Branch - 1,057,708

Gulshan Branch 76 2,532,529

Gulshan Branch - 303,988

Gulshan Branch 35,205,213 140,599

Gulshan Branch 604

Gulshan Branch 6,115

Gulshan Branch 48




Gulshan Branch 27,694,890 -

Gulshan Branch 1,207,097 -

Gulshan Branch 761 -

Gulshan Branch 3385 -

Gulshan Branch 57,078 -

NRB Commercial Bank Ltd.#0121-33300000318 Banani Branch 373 26,406,146

NRB Commercial Bank Ltd.#0121-33300000016Banani Branch 463 16,524,243

87,001,762 66,984,116

10.00 Share Capital

Authorized Share Capital

15,00,00,000 No. of ordinary Shares of Tk.10.00 each 1,500,000,000 1,500,000,000

10,20,00,000 No. of ordinary Shares of Tk. 10.00 each 1,020,000,000 850,000,000

Shareholding Position

Name Designation No. of Shares Percentage(%) 31-Dec-19 30-Jun-19

Mr. Micky Diaz Chairman 16,376,748 16.06% 156,472,900 156,472,900

Boby N DiazManaging

Director15,959,484 15.65% 132,995,700 132,995,700

Ms. Bani Diaz Director 4,895,340 4.80% 40,794,500 40,794,500

Jhonathan Brook Diaz Director 4,895,340 4.80% 40,794,500 40,794,500

OthersIndividuals/

Institutions59,873,088 58.70% 648,942,400 478,942,400

102,000,000 100.00% 1,020,000,000 850,000,000

11.00 Retained Earnings

Opening Balance 1,559,533,860 1,329,056,396

Add: Net profit during the year 131,507,636.57 280,476,964

1,691,041,497 1,609,533,360

Less: Stock dividend for the year ended 30 June 2019 (170,000,000) (49,999,500)

Closing Balance 1,521,041,497 1,559,533,860

12.00 Share Money Deposit

Opening Balance - 248,500,000

Add: Received during the year - 549,806,330

- 798,306,330

Less: Allotment made during the year - 796,600,500

Less: Refund during the year - 1,705,830

Closing Balance - -

Trust Bank Limited #0016-0320000951

Woori Bank Limited #923-918900











Issued, Subscribed and Paid up Capital

Total






13.00 Long Term Loan (Non-Current Portion)

Opening Balance 225,638,076 300,466,778

Add: Addition During the year 216,103,091 322,133,976

441,741,167 622,600,754

Less: Paid during the year 231,912,067 396,962,678

Closing Balance 209,829,100 225,638,076

Less: Current Portion of Long Term Loan 25,216,800 47,813,703

184,612,300 177,824,373

Brief Details of Long Term Loan

Bank Name: Trust Bank Limited

Branch Name: Gulshan Corporate Branch

Sanction Limit: 264.41 Million

Sanction Date: 26-Sep-19

Interest Rate: 11% p.a.

Tenure: 10 years

Security:

Purpose:

14.00 Trade and Other Payables

Trade Payable & Others 23,472,833 23,910,402

This outstanding liabilities are payable to the parties who supplied goods & rented their services to the Company.

Aging of Trade and Other Payables :

Less than Six Month 19,012,995 21,041,154

More than Six Month 4,459,838 2,869,248

23,472,833 23,910,402

Party wise Details are as follows:

Paxar Garments Limited 3,924,569 2,025,458

YKK Bangladesh (Pet) Limited 3,801,574 2,854,815

KDS Accessories Limited - 2,072,610

Coats Bangladesh Ltd. 2,955,823 -

Bangle Plastic Limited 2,141,823 2,483,483

Next Accessories Limited 2,415,454 2,326,520

Prime Printing & Embroidery Limited 1,784,922 2,571,540

Yasir Associated Company (BD) Limited 2,452,291 2,054,200

Cosmo Synthetic Industry Limited 1,352,652 2,104,526

Mamun Brothers 1,540,214 2,587,156

Siam Computerised Elastic Ind. Limited 1,103,511 1,125,905

Other Payables - 1,704,189

23,472,833 23,910,402

15.00 Short Term Borrowings

Opening balance 25,267,667 99,739,682

Add: Received During the period/year 31,785,140 32,630,997

57,052,807 132,370,679

Less: Refund during the period/year 28,952,289 107,103,012

Closing Balance 28,100,519 25,267,667

Brief Details of the Short Term Loan



Sanction Limit: 425 Million

Sanction Date: 23-May-19

Interest Rate: 11% p.a

Tenure: 6-12 Month

Security:

Purpose:

Working environment of Employee & safety of the factory, Retairment of Shipping Documents

against L/C & Construction of 2 storied Factory Building & Take over of Liability of Woori Bank.

Hypothecation of Plant & Machinery, Equipments, Raw Materials, WIP, Finished Goods, Lien on

Export L/C of the company, about 794.74 decimal of Land and 1614.34sft building owned by

Managing Director as well as personal guarantee of directors.

Import of Raw Material, accessories, operational Expenses to execute export order, to meet the

deferred L/C adjustments, Payment of Workers festival Bonus.

Hypothecation of Plant & Machinery, Equipment's, Raw Materials, WIP, Finished Goods, Lien on

Export L/C of the company, about 794.74 decimal of Land and 1614.34sft building owned by

Managing Director as well as personal guarantee of directors.


16.00 Bank Overdraft/SOD

Opening balance - 55,016,197

- 1,968,108

- 56,984,305

Less. Adjustment during the period/year - 56,984,305

Closing Balance - -

Brief Details of Bank Overdraft/SOD



Sanction Limit: 45.00 Million

Sanction Date: 22-Jun-17

Interest Rate: 12% p.a.

Tenure: 1 year

Security: 50% of hypothecated Stocks

Purpose: Working Capital Requirements

17.00 Liabilities for Expenses

Salary, wages & Allowance 29,921,802 30,162,640

Utility Expenses 708,546 712,450

Factory & Office Rent 2,452,180 2,534,510

Directors' Remuneration/ Honorarium 390,000 390,000

Repair & Maintenance 35,400 459,136

Bepza Medical Fund 140,934 132,450

PF Fund Liability 39,626 39,064

Audit Fees 100,000 100,000

33,788,489 34,530,250

Add: Received during the period/year(Principal+Interest)


01 July 2019 To 31

Dec. 2019

01 July 2018 To 31

Dec. 2018

01 Oct 2019 To 31

Dec. 2019

01 Oct 2018 To 31

Dec. 2018

18.00 Revenue

Export Sales 1,063,699,524 1,076,589,973 531,583,704 539,637,368

1,063,699,524 1,076,589,973 531,583,704 539,637,368

18.01 Policy for recoginition of Revenue

As Reported Adjustment (effect

on IFRS-15)

Amount without

adoption of IFRS-

15

Assets

Non-Current Assets 1,617,771,694 - 1,617,771,694

Current Assets 1,218,460,744 - 1,218,460,744

Total Assets 2,836,232,438 - 2,836,232,438


Shareholder's Equity 2,541,041,497 - 2,541,041,497

Non Current Liabilities 184,612,300 - 184,612,300

Current Liabilities 110,578,641 - 110,578,641

Total Shareholder's Equity and Liabilities 2,836,232,438 - 2,836,232,438


on IFRS-15)

Amount without

adoption of IFRS-

15

Revenue 1,063,699,524 - 1,063,699,524

Operating Expenses (82,164,427) - (82,164,427)

Profit from Operation 144,688,900 - 144,688,900

Profit Before Income Tax 131,507,637 - 131,507,637

Income Tax Expenses - - -

Profit after Income Tax 131,507,637 - 131,507,637

Other Comprehensive Income for the period - - -

Total Comprehensive Income For the period 131,507,637 - 131,507,637


on IFRS-15)

Amount without

adoption of IFRS-

15

Net Cash Generated from Operating Activities 142,447,452 - 142,447,452

Net cash Used to Investing Activities (95,182,009) - (95,182,009)

Net cash Generated from Financing Activities (28,233,513) - (28,233,513)

Net Increase/(Decrease) Cash and Cash Equivalents 19,031,930 - 19,031,930

Cash and Cash Equivalents at the beginning of the period 68,531,801 68,531,801

Foreign Exchange Gain/(loss) 1,276,521 1,276,521

Cash and Cash Equivalents at the end of the period 88,840,252 - 88,840,252

b) The entity can identify each party’s right regarding the goods or services to be transferred;

c) The entity can identify the payment terms for the goods or service to be transferred;

d) The contract has commercial substance (i.e. the risk, timing or amount of the entity’s future cash flows is expected to change as a result of the

contract); and

e) It is probable that the entity will collect the consideration to which it will be entitled in exchange for the goods or service that will be

transferred to the customer.

Considering the five steps model, the Company recognizes revenue at the time of delivery when (or as) the Company satisfies a performance

obligation by transferring a promised good to a customer. Goods are considered as transferred when (or as) the customer obtains control of those

goods. Revenue from sale of goods is measured at the fair value of the consideration received or receivable net of returns and allowances, trade

discounts, rebates and Value Added Tax (VAT).

Impact on the statement of Financial Position



Particulars

Particulars

Impact on the statement of Profit or Loss and other Comprehensive Income


Particulars

Impact on the statement of Cash Flows

In compliance with the requirements of IFRS-15 “Revenue from Contracts with Customers”, an entity shall account for a contract with a

customer only when all of the following criteria are met:

a) The parties to the contract have approved the contract (in writing, orally or in accordance with other customary business practices) and are

committed to perform their respective obligations;

Amounts in Taka


18.02 Item wise Revenue details

The details of the revenue are given below:

Particulars Taka Taka Taka Taka

Long Pant 56,416,643 65,079,266 28,032,667 30,256,974

Jacket 50,769,882 45,393,379 25,509,874 22,695,718

Rain Braker 48,463,681 51,610,458 23,956,541 25,805,271

Short Pant 137,032,985 130,844,241 67,542,003 65,420,367

Swim Sports 26,241,305 25,853,528 13,152,658 12,927,136

Tennis Shorts 17,945,780 18,849,223 9,503,062 9,422,152

Running Shorts 51,969,242 60,301,033 26,505,874 32,754,298

5 Pocket Basic Pants 46,391,570 46,905,600 23,026,712 22,652,877

Cargo Pants 52,071,975 63,490,376 26,586,972 31,952,685

Bermuda Pants 42,831,664 43,500,203 21,543,682 21,546,972

Chino Pants 26,189,550 26,784,761 13,154,988 13,425,687

Jogger Pants 59,340,048 60,300,305 29,658,025 30,036,756

Jogging Pants 70,806,557 67,953,782 35,369,856 34,002,696

Padding Jackets 27,165,338 25,866,663 13,665,642 12,896,571

Softball Jackets 39,862,097 40,246,791 20,062,543 20,256,857

Windbreakers 23,132,710 23,992,588 11,956,520 12,098,577

Ski Jacket 47,745,841 45,885,106 23,952,627 22,869,747

Fleece Jacket 58,382,750 50,255,267 27,365,901 22,569,857

Trucker Jacket 46,087,621 44,196,539 23,025,641 22,065,908

Trucker Jacket With ZIP Detachable 21,365,464 26,219,666 10,721,473 15,198,700

Ladies Blouse 33,348,174 32,807,159 16,525,476 15,458,752

Ladies Cord Tops 54,400,352 54,498,459 27,238,705 30,254,174

Ladies Tops 25,738,294 25,755,581 13,526,262 13,068,636

1,063,699,524 1,076,589,973 531,583,704 539,637,368

19.00 Cost of Goods Sold

Raw Material Consumption (Note: 19.01) 600,828,238 619,769,209 278,999,228 304,354,791

Manufacturing Overhead (Note: 19.05) 247,604,374 239,056,735 122,973,868 119,659,790

· The Value Added Tax Act 2012; 848,432,612 858,825,944 401,973,096 424,014,580

Add: Opening Work in Progress 13,897,654 13,530,820 13,421,587 12,958,485

862,330,266 872,356,764 415,394,683 436,973,065

Less: Closing Work in Progress (13,590,652) (13,026,901) (13,590,652) (13,026,901)

Cost of Goods Manufactured 848,739,614 859,329,863 401,804,031 423,946,164

Add: Opening Stock of Finished Goods 91,234,560 75,684,541 119,859,546 89,584,802

939,974,174 935,014,404 521,663,577 513,530,966

Less: Sample Expenses (609,519) (538,223) (305,064) (280,863)

Less: Closing Stock of Finished goods (102,518,459) (92,816,205) (102,518,459) (92,816,205)

Cost of Goods Sold 836,846,196 841,659,976 418,840,054 420,433,899

19.01 Raw Material Consumption

Fabrics Consumption (Note 19.02) 419,573,875 441,700,562 191,398,072 217,118,695

Accessories Consumption (Note 19.03) 175,247,391 172,283,898 84,639,070 84,468,579

Packing Materials Consumed (Note 19.04) 6,006,971 5,784,748 2,962,086 2,767,516

600,828,238 619,769,209 278,999,228 304,354,791

19.02 Fabrics Consumed

Opening Balance 188,123,843 166,435,600 163,485,221 153,254,851

Add: Purchase during the period 433,960,017 461,923,215 230,422,836 250,522,097

622,083,860 628,358,815 393,908,057 403,776,948

Less. Closing Stock (202,509,985) (186,658,253) (202,509,985) (186,658,253)

Fabrics Consumed 419,573,875 441,700,562 191,398,072 217,118,695

19.03 Accessories Consumed

Opening Balance 139,234,560 90,036,547 128,154,510 91,825,479


304,784,796 262,499,383 214,176,475 174,684,064

Less. Closing stock (129,537,405) (90,215,485) (129,537,405) (90,215,485)

Accessories Consumed 175,247,391 172,283,898 84,639,070 84,468,579

19.04 Packing Materials

Opening Balance 15,245,390 16,063,568 15,195,582 16,150,221


21,243,036 21,753,311 18,198,151 18,736,079

Less: Closing stock (15,236,065) (15,968,563) (15,236,065) (15,968,563)

Packing Materials Consumed 6,006,971 5,784,748 2,962,086 2,767,516


19.05 Manufacturing Overhead

Wages, Salary & Allowance 144,113,741 143,408,165 71,845,258 71,720,152

Screen Printing 4,406,927 3,865,695 1,958,587 1,895,002

Embroidery Charges 6,482,903 6,353,351 3,102,550 3,026,869

BEPZA and Customs Charges 5,261,186 4,991,265 2,602,596 2,497,265

Washing Charges 6,619,699 6,574,167 3,321,525 3,302,484

Oil and lubricants 6,778,409 7,393,741 3,054,257 3,699,502

Repair and Maintenance 1,958,190 2,055,998 912,856 975,955

Printing & stationary 99,631 96,659 50,726 49,530

Transportation, conveyance and other charges 3,606,797 3,566,611 1,800,365 1,789,582

Factory Rent 13,127,103 13,045,255 6,577,859 6,522,104

Fooding Charges 4,393,879 4,257,595 2,203,653 2,156,390

Factory Insurance 641,133 935,551 511,782 467,775

Worker group Ins. 56,455 36,577 19,879 36,577

Provident Fund Exp. 119,852 119,331 59,926 59,745

Electricity Bill 3,049,345 3,058,138 1,546,239 1,530,289

EPZ Medical Bill 798,227 787,736 400,236 394,521

Medical Expenses 655,275 692,993 309,325 304,585

Water bill 410,088 408,452 199,568 200,458

Spare Parts (Note: 19.06) 2,965,573 3,132,493 1,376,422 1,697,654

Depreciation (Annexure-A) 42,059,961 34,276,964 21,120,260 17,333,351

247,604,374 239,056,735 122,973,868 119,659,790

19.06 Spare Parts

Opening Balance 5,234,580 5,563,804 5,110,415 5,424,914


8,168,162 8,384,278 6,579,011 6,949,439

Less. Closing stock (5,202,589) (5,251,785) (5,202,589) (5,251,785)

Spare Parts Consumed 2,965,573 3,132,493 1,376,422 1,697,654

20.00 Administrative Expense

Salary and Allowance 33,196,681 32,117,054 16,682,568 16,032,659

Directors Remuneration/ Honorarium 2,340,000 2,340,000 1,170,000 1,170,000

Board Meeting Fee 42,000 14,000 18,000 6,000

Audit Fees 100,000 50,000 50,000 25,000

Worker group Ins. 4,405 2,854 1,551 2,854

Travelling, conveyance and others 3,314,302 3,205,748 1,695,823 1,602,523

Repair & Maintenance 1,137,208 1,672,178 534,605 781,594

Telephone, Mobile and Internet 181,893 172,368 91,263 90,568

Printing & stationary 459,250 452,258 229,340 225,998

Compliance audit & other fees 310,798 367,932 150,000 210,000

Consultancy fees 300,000 539,942 300,000 200,000

Office Rent 1,440,000 1,440,000 720,000 720,000

Utility Bill 499,520 497,257 251,015 255,004

Provident Fund Exp. 117,907 116,366 58,596 59,311

Entertainment Expenses 127,206 99,580 64,245 51,067

Miscellaneous Expenses 82,464 105,825 41,453 52,502

Workers Welfare Fund (EPZ) 294,028 291,504 150,025 148,653


49,205,157 47,769,487 24,848,516 23,800,402

21.00 Selling and Distribution Expense

Salary and Allowance 1,502,795 1,426,578 751,773 736,268

Entertainment Expense 937,017 905,476 468,977 463,646

Caring, Handling and conveyance 1,457,325 1,461,691 728,735 720,008

C & F Charge 1,290,317 1,303,873 645,481 637,165

Inspection Expense 1,119,994 1,111,325 560,081 544,641

Repair & Maintenance 836,512 865,348 418,674 411,417

Postage & Courier 688,212 656,658 344,621 335,827

Printing & Stationary 217,570 206,798 109,111 106,142

Telephone and Mobile 175,441 171,473 87,808 85,633

Overseas Travelling Expenses 1,865,081 2,140,500 713,796 1,109,142

Sales Promotion Expenses 1,008,625 1,064,884 531,959 441,359

Miscellaneous Expenses 244,214 231,437 122,835 126,437

Freight Charges 7,030,740 6,573,757 3,520,635 3,311,446

Transportation and others 3,698,445 3,324,555 1,851,070 1,710,519

Insurance expense - export 3,986,961 3,551,522 2,003,398 1,836,559

B.L. charge 1,033,007 932,017 520,348 483,638

Sample Expenses 609,519 538,223 305,064 280,863


32,959,271 30,750,735 16,324,400 15,507,376


22.00 Finance Cost

Bank Charge 346,334 606,018 264,307 264,307

L/C Expense 1,344,748 1,320,947 686,258 686,258

Interest on Bank Loan 13,566,306 26,719,693 6,506,478 8,247,549

15,257,388 28,646,658 7,457,043 9,198,114

23.00 Other Income

Sale of Wastage 232,227 222,205 102,569 109,658

Foreign Exchange Gain/(loss) 1,843,897 920,678 1,248,448 519,390

2,076,124 1,142,883 1,351,017 629,048

24.00 Earning Per Share (EPS)

Net Profit after Tax 131,507,637 128,906,001 65,464,708 71,326,626

102,000,000 48,346,606 102,000,000 48,346,606

Earnings per Share (EPS) 1.29 2.67 0.64 1.48

Earnings per Share (Diluted-Considering full no. of share) 1.29 1.26 0.64 0.70

24.01 Calculation of Weighted average number of Shares outstanding at the end of the period

W.A.No.of Share W.A.No.of Share W.A.No.of Share W.A.No.of Share

340,000 340,000 340,000 340,000

21,999,950 21,999,950 21,999,950 21,999,950

79,660,050 24,850,000 79,660,050 24,850,000

- 1,156,656 - 1,156,656

102,000,000 48,346,606 102,000,000 48,346,606

25.00 Net Asset Value (NAV) per Share 31-Dec-19 30-Jun-19

Total Asset 2,836,232,438 2,718,880,256

Less: Total Outside Liability 295,190,941 309,346,396

Net Asset 2,541,041,497 2,409,533,860

Number of Ordinary Shares 102,000,000 85,000,000

Net Asset Value (NAV) Per Share 24.91 28.35

26.00 Net Operating Cash Flows Per Share (NOCFPS) 31-Dec-19 31-Dec-18

Net Operating Cash flow for the year 142,447,452 136,842,599

102,000,000 48,346,606

Net Operating Cash flow Per Share (NOCPS) 1.40 2.83

Calculation of Weighted Average Number of Shares (Share Money Deposit)

Deposit DateReporting

DateAmount in BDT Used in Days

Weighted Average

No. Share as on

31.12.2018

13-Sep-18 31-Dec-18 3,000,000 110 179,348

20-Sep-18 31-Dec-18 1,300,000 103 72,772

23-Sep-18 31-Dec-18 700,000 100 38,043

15-Oct-18 31-Dec-18 2,000,000 78 84,783

25-Oct-18 31-Dec-18 150,000 68 5,543

1-Nov-18 31-Dec-18 10,000,000 61 331,522

1-Nov-18 31-Dec-18 1,000,000 61 33,152

11-Nov-18 31-Dec-18 450,000 51 12,473

12-Nov-18 31-Dec-18 1,000,000 50 27,174

13-Nov-18 31-Dec-18 2,500,000 49 66,576

14-Nov-18 31-Dec-18 500,000 48 13,043

22-Nov-18 31-Dec-18 1,396,000 40 30,348

2-Dec-18 31-Dec-18 7,515,229 30 122,531

9-Dec-18 31-Dec-18 100,000 23 1,250

9-Dec-18 31-Dec-18 5,000,000 23 62,500

10-Dec-18 31-Dec-18 2,500,000 22 29,891

10-Dec-18 31-Dec-18 100,000 22 1,196

12-Dec-18 31-Dec-18 4,000,000 20 43,478

13-Dec-18 31-Dec-18 100,000 19 1,033

Weighted Average no. of Shares (Share Money Deposit) Used Partially on 31.12.2018 1,156,656

27.00 OTHER COMMITMENTS, CONTINGENCIES AND RELEVANT INFORMATION

27.01 Contingencies

27.02 Capital expenditure commitment

Particulars

Paid Up Capital (in Share)

Stock Dividend (100% Used)

Weighted average Share money Deposit (100% Use)

Weighted Average Number of Share outstanding(Note 24.01)

Weighted average Share money Deposit (Use Partially)

For the Period ended

For the Period ended

There is no contingent event that may require recognition of contingent liabilities for the period ended on 31 December 2019.

Total

Weighted Average Number of Share outstanding at the end of

the period (Note 24.01)

There was no capital expenditure commitment or contract at 31 December 2019. There was no material capital expenditure authorized by the

Board but not contracted for the period ended 31 December 2019.


27.03 Directors' interest in contracts with the company

27.04 Segment Reporting

27.05 Credit Facility Not Availed

27.06 Events after the Reporting Period

27.07 Attendance Status of Board Meeting of Directors

Name of Directors Position

Attendance

Status 01 July

2019 To 31 Dec.

2019

01 July 2019 To 31

Dec. 2019

01 July 2018 To

31 Dec. 2018

01 Oct 2019 To 31

Dec. 2019

01 Oct 2018 To 31

Dec. 2018

Mr. Micky Diaz Chairman 5 10,000 6,000 4,000 2,000

Boby N DiazManaging

Director5 10,000 2,000 4,000 2,000

Ms. Bani Diaz Director 5 10,000 6,000 4,000 2,000

Jhonathan Brook Diaz Director 3 6,000 - 2,000 -

Ekhlasur RahmanIndependent

Director3 6,000 - 4,000 -

Total 42,000 14,000 18,000 6,000

27.08 Related party disclosures (IAS-24)

Name of Directors RelationName of the

TransactionsOpening Balance

Addition During

the period

Paid During the

periodClosing Balance

Mr. Micky Diaz Chairman 250,000 1,510,000 1,510,000 250,000

Boby N DiazManaging

Director140,000 850,000 850,000 140,000

Ms. Bani Diaz Director - 10,000 10,000 -

Jhonathan Brook Diaz Director - 6,000 6,000 -


Director- 6,000 6,000 -

Total 390,000 2,382,000 2,382,000 390,000

27.09 The total amount of remuneration paid in the accounting year is as follows:

Name Of Directors Relation Name of the

Mr. Micky Diaz Chairman 1,500,000 1,500,000 750,000 750,000

Boby N DiazManaging

Director840,000 373,333 420,000 373,333

Ms. Bani Diaz Director - 466,667 - 46,667



Director

Total 2,340,000 2,340,000 1,170,000 1,170,000

27.10

390,000 390,000 390,000 390,000

(iii) Payments from a provident funds, subscription and interest

iv) Share Based payments

Paid During the Period

Managerial Remuneration paid or payable during the period to the

directors, including managing directors, a managing agent or

managerExpenses reimbursed to Managing Agent

Commission or Remuneration payable separately to a managing

agent or his associate

Directors

Honorarium &

Remuneration

Note: Ms. Bani Diaz resigned from Managing Director and stayed as Director and Boby N Diaz has newly appointed as Director as well as Managing

Director on 10 October 2018.

The profit and loss account will give by way of a note detailed information, showing separately the following payments provided or made

during the financial year to the directors, including managing director, the managing agents or manager, if any, by the company, subsidiaries

of the company and any other person:-

Particulars

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 period.

Any other perquisite or benefits in cash or in kind stating,

approximate money value where applicable.

Other allowances and commission including guarantee

(i) Pensions

Honorarium,

Remuneration &

Meeting Attendance

fee

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

There was no transaction resulting in Directors' interest with the company and no leasing facilities have been made available to the Directors.

There was no credit facility available to the company under any contract, but not availed for the period ended 31 December 2019 other than trade credit

available in the ordinary course of business.

As there is a single business and geographic segment within the company operates as such no segment reporting is felt necessary.

No material events had occurred from end of reporting period to the date of issue of Financial Statements, which could materially affect the values stated

in the Financial Statements.

During the period ended 31 December 2019, there were 05 (Five) Board Meetings were held. The attendance status of all the meetings is as follows:

(ii) Gratuities

The Company carried out a number of transactions with related parties in the normal course of business on arms length basis.


27.11 Disclosure as per IAS- 24:

As per Para-17, IAS- 24:

(a) Short-term employee benefits 2,340,000 2,340,000 1,170,000 1,170,000

(b) Post-employee benefits - - - -

(c) Other long term benefits - - - -

(d) termination benefits and - - - -

(e) share- based payment - - - -

2,340,000 2,340,000 1,170,000 1,170,000

As per Para-18, IAS- 24:Disclosure requirements of IAS 24, Para 18 minimum disclosure shall include:

a) the amount of transactions; 2,340,000 2,340,000 1,170,000 1,170,000

b) the amount of outstanding balance, including commitments, and; 390,000 390,000 390,000 390,000

Honorarium,

Remuneration &

Meeting Fee

Honorarium,

Remuneration &

Meeting Fee

Honorarium,

Remuneration &

Meeting Fee

Honorarium,

Remuneration &

Meeting Fee

Nil Nil Nil Nil

Nil Nil Nil Nil

Nil Nil Nil Nil

27.12 Aggregated amount of Remuneration, Fess, Salary & Wages of employees are given below :

Directors Remuneration 2,340,000 2,340,000 1,170,000 1,170,000

Board Meeting Attendance Fees 42,000 14,000 18,000 6,000

Wages, Salary & Allowance 144,113,741 143,408,165 71,845,258 71,720,152

Salary & Allowance 34,699,476 33,543,632 17,434,341 16,768,927

181,195,217 179,305,797 90,467,599 89,665,079

27.13 Disclosures as per requirement of Schedule XI, Part II, Para-III of the Companies Act, 1994

Employee position of the Company as follows:

Salary Range (monthly) Staff Worker Number of Employee

Total as on 31

December 2019

Total as on 30

June 2019

Below 8,200

Above 8,200 154 1982 2136 2115

27.14 Disclosure as per requirement of Para 7 of Part II of Schedule XI of the Companies Act, 1994

Utilization of Capacity - Para 7 of Schedule XI, Part II

Installed Capacity (Pcs) (6 Months) 6,179,149 5,417,564

Actual Production (Pcs) (6 Months) 4,266,490 4,459,141

Capacity Utilization (%) for the year 69.05% 82.31%

*The Company has

transferred plant

macinaries to its The requirement of schedule XI Part-II, Para-3(a): Turnover

Turnover in Quantity (Pcs.) (6 Months) 3,921,668 3,958,732

Turnover in Amount (BDT) (6 Months) 1,063,699,524 1,076,589,973

The requirement of schedule XI Part-II, Para-3(b): Raw Material Consumed

Raw Material Consumed in Quantity (6 Months) 7,841,663 8,114,287

Raw Material Consumed in Amount (BDT) (6 Months) 600,828,237 619,769,208

The requirement of schedule XI Part-II, Para-3(C): Inventory

Raw Material (Fabric)

Opening Quantity 1,854,241 1,844,713

Production During the year/period 3,873,069 4,163,063

Closing at the end of the year/period 1,861,253 1,835,690

Raw Material (Accessories)

Opening Quantity 2,296,946 2,302,919

Production During the year/period 3,130,005 3,123,599

Closing at the end of the year/period 2,275,809 2,298,532

Work in Process

Opening Quantity 83,219 80,541

Closing at the end of the year/period 82,967 80,306

Finished Goods

Opening Quantity 398,150 325,018

Closing at the end of the year/Period 449,753 324,057

An entity shall disclose key management personnel compensation in total and for each of the following benefits:

i) their terms & condition, including whether they are

secured, and the nature of the consideration to be provided in

settlement; and

c) provisions for doubtful debts related to the amount of

outstanding balance; and

d) the expenses recognized during the period in respect of bad

or doubtful debts due from related parties.

ii) details of any guarantee given or received;


27.15 Received from Customers

Sales during the Period 1,063,699,524 1,076,589,973

Add: opening receivable 609,861,737 563,838,764

Less: closing receivable (606,227,202) (587,659,308)

1,067,334,059 1,052,769,429

27.16 Cash Paid to Suppliers

Purchase of raw material 608,441,481 642,896,268

Add: closing advance for procurement 2,304,861 584,585

Less: opening advance for procurement (820,560) (750,564)

Add: opening Accounts Payable 22,206,213 29,520,212

Less: closing Accounts Payable (23,472,833) (26,503,449)

608,659,161 645,747,052

27.17 Cash Paid to Employee

Salary Expense during the year 181,432,976 179,541,494

Add: closing Advance for Salaries 2,529,527 5,698,668

Less: opening Advance for Salaries (755,638) (6,810,818)

Add: opening Liabilities for Salaries 30,591,704 29,788,353

Less: Closing Liabilities for Salaries (30,351,429) (29,384,409)

183,447,139 178,833,288

27.18 Cash Paid for Manufacturing & Operating Expenses

Manufacturing & Operating Expense 148,335,826 138,035,463

Add: opening Liabilities for expenses 3,938,546 3,844,919

Add: Purchase of Spare Parts - -

Less: closing Liabilities for expenses (3,437,060) (3,854,879)

Add: closing Advance deposit & prepayment 48,890,779 9,440,204

Hypothecation of plant and machinery, equipment, raw materials, WIP, finished goods, lien on export LC depends on the volume of exports and import over the period. The hypothecation of machinery of the export or import varies. Accordingly, the risk of hypothecations may need to be secured to bank as per the bank dues. The hypotheses assets were kept as security against hypothecation. The bank may need for additional security against hypothecation assets of the export or import varies over the period. So we have enough assets against the loan. We do not need any further collateral.(8,565,515) (9,380,092)

Less: Spare Parts Consume (2,965,573) (3,132,493)

Less: Sample Expense (609,519) (538,223)

Less: Depreciation Expense (52,574,951) (42,846,205)

133,012,533 91,568,694

27.19 Cash Paid to Property, Plant and Equipment

Additions of Fixed Assets 110,782,679 123,341,949

Less: Transfer from Capital Work in Progress (83,113,226) -

Add: Other payables 1,704,189 (1,704,189)

29,373,642 121,637,760

27.20 Cash Paid to Capital Work In Progress

Addition of Factory Building & Other Construction 65,808,367 28,069,859

Addition of Land Development - 2,985,620

Addition of Plant & Machinery - 12,540,720

65,808,367 43,596,199

27.21 Long Term Loan Received/(Payment)

Loan Received during the period (Principle) 203,974,047 240,682,018

Interest incurred during the period 12,129,044 19,731,946

Less: Loan Paid during the period (Principle) (219,783,023) (111,352,174)

Less: Interest paid during the period (12,129,044) (19,731,946)

Net of Long Term Loan Received/(Payment) (15,808,976) 129,329,844

27.22 Short Term Loan Received/(Payment)

Loan Received during the period (Principle) 30,347,878 -

Interest incurred during the period 1,437,262 5,044,639

Less: Loan Paid during the period (Principle) (27,515,027) (62,311,719)

Less: Interest paid during the period (1,437,262) (5,044,639)

Net of Short Term Loan Received/(Payment) 2,832,851 (62,311,719)

27.23 Bank Overdraft/Sod Received/(Payment)

Opening Balance - 55,016,197

Bank Overdraft Received during the period (Principle) - -

Interest incurred during the period - 1,968,108

Less: Overdraft Paid during the period (Principle) - (55,016,197)

Less: Interest paid during the period - (1,968,108)

Net of Bank Overdraft/Sod Received/(Payment) - -

27.19


01 July 2019 To 31

Dec. 2019

01 July 2018 To 31

Dec. 2018

Profit before Tax 131,507,637 128,906,001

Adjustment:

Depreciation 52,574,951 42,846,205

Financial Expenses 15,257,388 28,646,658

Other Payables 1,704,189 (1,704,189)

Adjustment of Foreign exchange Gain/(Loss) (1,276,521) (457,858)

(Increase)/Decrease in Inventory (15,624,568) (36,622,312)

(Increase)/Decrease in Trade and Other Receivables 3,067,159 (24,283,365)

Increase/(Decrease) in Trade Payable & Others (437,569) (1,312,574)

Increase/(Decrease) in Liabilities (741,762) (393,984)

(Increase)/Decrease in Advance, Deposits and Pre-Payments (43,583,454) 1,218,017

142,447,452 136,842,599

Reconciliation of Net Profit with Cash Flow from Operating Activities (Notification No. BSEC/ CMRRCD/ 2006-158/ 2008/Admin/81, dated: 20 June 2018.


Annexure-A

(Amount in Taka)

Balance as on 1st

July, 2019

Addition

during the

Period

Balance as on 31

December, 2019

Balance as on

1st July, 2019

Charge during

the Period

Balance as on

31 December,

2019

Land Development 35,416,112 - 35,416,112 4% 1,416,644 708,322 2,124,967 33,291,145

Factory Building & Other Construction 214,902,916 - 214,902,916 5% 3,836,814 5,243,673 9,080,487 205,822,429

Plant & Machinery 1,060,829,808 77,841,690 1,138,671,498 7.5% 193,032,909 32,573,191 225,606,100 913,065,397

Boiler & compressor 42,349,984 1,584,285 43,934,269 10% 8,987,436 1,697,463 10,684,899 33,249,370

Generator 28,884,728 498,562 29,383,290 10% 6,498,178 1,127,522 7,625,700 21,757,590

Office Equipment 65,218,796 956,583 66,175,379 10% 16,278,798 2,451,826 18,730,624 47,444,755

Furniture & Fixture 67,116,308 11,095,728 78,212,036 10% 16,681,882 2,630,578 19,312,460 58,899,576

Electric Installations 25,254,187 5,271,536 30,525,723 10% 138,379 1,270,422 1,408,802 29,116,921

Motor Vehicle 25,767,323 13,534,295 39,301,618 10% 2,513,196 1,490,082 4,003,278 35,298,340

Fire Hydrant System 38,856,959 - 38,856,959 10% 3,694,073 1,736,168 5,430,240 33,426,719

Fire Extinguishers 41,957,036 - 41,957,036 10% 8,626,321 1,645,704 10,272,025 31,685,011

Total as on 31 December 2019 1,646,554,157 110,782,679 1,757,336,836 261,704,631 52,574,951 314,279,583 1,443,057,253

Depreciation on Land Development

Allocation of depreciation: Percent(%) Taka

Factory overhead 80 42,059,961

Administrative expense 10 5,257,495

Selling & distribution expense 10 5,257,495

Total 100 52,574,951

The Company operated their business by using BEPZA land on monthly rental basis. The Company has leased 2 plots of land property from BEPZA on 2013 for 30

years lease period (renewable). The Company developed this land in order to use the property for factory. The Company started commercial operation on the rented

property from 2014 . As there, the Company charged Depreciation on land development on Straight line Method assuming over the 25 years lease term or 4% of each

year as Straight line basis on total cost.

Beka Garment and Textiles Ltd.

Schedule of Property, Plant and Equipment

As at 31 December, 2019

Particulars

Cost

Rate

(%)

Depreciation Written down

value at

31 December,

2019


Annexure-A

(Amount in Taka)

Balance as on 1st July,

2018

Addition during the

year

Balance as on 30

June, 2019

Balance as on 1st

July, 2018

Charge during

the year

Balance as on 30

June 2019

Land Development - 35,416,112 35,416,112 4% - 1,416,644 1,416,644 33,999,468

Factory Building & Other Construction 41,281,167 173,621,749 214,902,916 5% 1,114,991 2,721,823 3,836,814 211,066,102

Plant & Machinery 950,232,553 110,597,255 1,060,829,808 7.5% 131,146,982 61,885,927 193,032,909 867,796,899

Boiler & compressor 20,002,300 22,347,684 42,349,984 10% 6,777,135 2,210,301 8,987,436 33,362,548

Generator 19,791,387 9,093,341 28,884,728 10% 4,675,137 1,823,041 6,498,178 22,386,550

Office Equipment 48,475,267 16,743,529 65,218,796 10% 11,656,535 4,622,263 16,278,798 48,939,998

Furniture & Fixture 44,382,066 22,734,242 67,116,308 10% 12,323,769 4,358,113 16,681,882 50,434,426

Electric Installations - 25,254,187 25,254,187 10% - 138,379 138,379 25,115,808

Motor Vehicle - 25,767,323 25,767,323 10% - 2,513,196 2,513,196 23,254,127

Fire Hydrant System - 38,856,959 38,856,959 10% - 3,694,073 3,694,073 35,162,886

Fire Extinguishers 22,717,140 19,239,896 41,957,036 10% 5,590,595 3,035,727 8,626,321 33,330,715

Total as on 30 June 2019 1,146,881,880 499,672,277 1,646,554,157 173,285,143 88,419,488 261,704,631 1,384,849,526

Allocation of depreciation: (%) Taka

Factory overhead 80 70,735,590

Administrative expense 10 8,841,949

Selling & distribution expense 10 8,841,949

Total 100 88,419,488

Beka Garments and Textile Limited.

Schedule of Property, Plant and Equipment

As at 30 June 2019

Particulars

Cost Rate

(%)

Depreciation Written down value

at

30 June 2019


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

Not applicable for Beka Garments and Textile Limited as it is not a holding Company.

(c) Selection ratios as specified in Annexure-D;

We have examined the following earnings per share (EPS) and other ratios of to BEKA Garments & Textile Limited. for the

December 31, 2019 period ended June 30, 2019, 2018, 2017,2016 and 2015 which have been produced by the management of

the Company. The preparation of the EPS and the other ratios is the responsibility of the Company’s management. Our

responsibility is to review them and certify as to whether they have been properly prepared using stated principle on the basis

of audited Financial Statements for the December 31,2019 year and ended June 30, 2019, 2018, 2017,2016 and 2015. Based

on the review, we certify that the Company has properly prepared the following EPS and other ratios using stated principles

on the basis of audited Financial Statements. Ratios pertinent to the prospectus are as specified in rule 4(1)(d)/Annexure-D

of the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015.

Name of Ratio For the year/Period

31-12-2019 30-06-2019 30-06-2019 30-06-2019 30-06-2019 30-06-2019

A. Liquidity Ratios

1 Current Ratio (Times) 11.02 8.68 4.09 3.74 3.07 4.24

2 Quick Ratio (Times) 6.30 5.16 2.44 2.53 2.14 3.07

B. Operating Ratios

1 Accounts Receivable Turnover

Ratio (Times) 1.75 3.68 3.95 4.10 4.42 5.47

2 Inventory Turnover Ratio

(Times) 1.82 4.09 5.54 7.38 8.91 9.42

3 Assets Turnover Ratio (Times) 0.38 0.90 1.14 1.36 1.67 1.99

C. Profitability Ratios

1 Gross Margin Ratio (%) 21.33% 22.40% 22.26% 23.46% 23.87% 23.90%

2 Operating Income Ratio (%) 13.60% 15.00% 15.23% 15.48% 16.35% 15.55%

3 Net Income Ratio (%) 12.36% 12.96% 12.06% 13.38% 13.93% 14.43%

4 Return on Assets Ratio (%) 4.73% 11.64% 13.78% 18.21% 23.22% 28.69%

5 Return on Equity Ratio (%) 5.31% 14.06% 17.73% 23.87% 31.40% 44.56%

6 Earnings Per Share (EPS)-

Basic 1.29 6.58 8.53 11.21 11.22 9.23

7 EBITDA Margin 18.74% 19.15% 17.48% 17.65% 18.09% 17.06%

D. Solvency Ratios

1 Debt to total Asset Ratio 0.08 0.09 0.22 0.15 0.25 0.16

2 Debt to Equity Ratio (Times) 0.09 0.10 0.29 0.19 0.35 0.20

3 Times Interest Earned Ratio

(Times) 9.48 7.17 4.71 7.21 6.63 13.36

4 Debt Service Coverage Ratio 5.12 1.30 5.40 2.45 7.34 14.66

E. Cash Flows Ratios

1 Net operating Cash Flow Per

Share 1.38 6.65 6.39 13.50 7.66 0.95

2 Net operating Cash Flow Per

Share/EPS Basic 1.07 1.01 0.75 1.21 0.68 0.10

We have examined the calculation of the above ratios of Beka Garments and Textile Limited for the period ended 31

December 2019 and for the year ended 30 June 2019, 2018, 2017, 2016 and 2015 and found them correct. Details

calculation Shown in Annexure-A.

Date: January 27, 2020

Place: Dhaka

Shiraz khan Bashak & Co



Auditors' Certificate regarding calculation of EPS and Ratios


Name of Ratio

Amount in Taka

31 Dec. 2019 30 June,2019 30 June,2018 (Restated)* 30 June,2017 30 June,2016 30 June,2015

Calculation Result Calculation Result Calculation Result Calculation Result Calculation Result Calculation Result

A. Liquidity Ratios

1

Current

Ratio

(Times)

Current Assets 1,218,460,744

11.02

1,142,011,430

8.68

953,772,116

4.09

768,334,490

3.74

735,209,941

3.07

565,289,033

4.24 Current Liability 110,578,641 131,522,023 233,113,364 205,381,077 239,316,769 133,361,264

2

Quick

Ratio

(Times)

Current Assets-

Inventory-

Advance

696,140,422 6.30

678,899,130 5.16

569,515,762 2.44

519,038,917 2.53

513,100,535 2.14

409,227,220 3.07

Current Liability 110,578,641 131,522,023 233,113,364 205,381,077 239,316,769 133,361,264

B. Operating Ratios

1

Accounts

Receivable

Turnover

Ratio

(Times)

Sales 1,063,699,524

1.75

2,163,412,780

3.68

2,134,627,036

3.95

2,110,132,019

4.10

2,028,645,346

4.42

1,602,179,101

5.47 Average

Receivables 608,833,749 587,103,046 540,899,787 514,739,195 458,837,876 292,660,950

2

Inventory

Turnover

Ratio

(Times)

Cost of Sales 836,846,196

1.82

1,678,884,652

4.09

1,659,453,629

5.54

1,615,000,507

7.38

1,544,330,070

8.91

1,219,331,904

9.42 Average

Inventory 460,782,871 410,142,733 299,613,085 218,840,440 173,259,408 129,395,165

3

Assets

Turnover

Ratio

(Times)

Sales 1,063,699,524 0.38 2,163,412,780

0.90

2,134,627,036

1.14

2,110,132,019

1.36

2,028,645,346

1.67

1,602,179,101

1.99 Average Total

Assets 2,777,556,347 2,409,106,397 1,868,763,844 1,549,766,670 1,217,160,371 805,770,167

C. Profitability Ratios

1

Gross

Margin

Ratio (%)

Gross Profit 226,853,328 21.33

% 484,528,128 22.40

%

475,173,407 22.26%

495,131,512 23.46%

484,315,276 23.87

%

382,847,197 23.90

% Sales 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101

2

Operating

Income

Ratio (%)

Operating Profit 144,688,900 13.60

% 324,612,079 15.00

%

325,142,317 15.23%

326,618,261 15.48%

331,752,617 16.35

%

249,195,665 15.55

% Sales 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101

3 Net Income

Ratio (%)

Profit After Tax 131,507,637 12.36

% 280,476,964 12.96

%

257,508,204 12.06%

282,266,240 13.38%

282,575,727 13.93

%

231,147,167 14.43

% Sales 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101

4

Return on

Assets

Ratio (%)

Profit After Tax 131,507,637 4.73% 280,476,964 11.64

%

257,508,204

13.78%

282,266,240

18.21%

282,575,727 23.22

%

231,147,167 28.69

% Average Total

Assets 2,777,556,347 2,409,106,397 1,868,763,844 1,549,766,670 1,217,160,371 805,770,167

5 Profit After Tax 131,507,637 5.31% 280,476,964 257,508,204 17.73% 282,266,240 23.87% 282,575,727 231,147,167 44.6%


Name of Ratio

Amount in Taka

31 Dec. 2019 30 June,2019 30 June,2018 (Restated)* 30 June,2017 30 June,2016 30 June,2015

Calculation Result Calculation Result Calculation Result Calculation Result Calculation Result Calculation Result

Return on

Equity

Ratio (%)

Average

Shareholders'

Equity

2,475,287,678 1,995,245,128 14.06

% 1,452,202,294 1,182,315,073 899,894,090

31.40

% 518,782,643

6

Earnings

Per Share

(EPS)-

Basic

Profit After Tax 131,507,637 1.29 280,476,964 6.58 257,508,204 8.53 282,266,240 11.21 282,575,727 11.22 231,147,167 9.23

Weighted

Average Number

of Shares

102,000,000 42,602,165 30,189,950 25,190,000 25,190,000 25,048,720

7 EBITDA

Margin(%)

EBITDA 199,339,975 18.74

% 414,195,395 19.15

%

373,072,641 17.48%

372,372,813 17.65%

366,927,031 18.09

%

273,312,038 17.06

% Net Sales 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101

D Solvency Ratios:

1

Debt to

total Asset

Ratio

Total Debt 237,929,619 0.08 250,905,743

0.09

455,222,658

0.22

252,555,412

0.15

359,372,511

0.25

151,027,841

0.16 Total Assets 2,836,232,438 2,718,880,256 2,099,332,538 1,638,195,150 1,461,338,190 972,982,551

2

Debt to

Equity

Ratio

Total Debt 237,929,619 0.09 250,905,743 0.10

455,222,658 0.29

252,555,412 0.19

359,372,511 0.35

151,027,841 0.20

Total Equity 2,541,041,497 2,409,533,860 1,580,956,396 1,323,448,193 1,041,181,953 758,606,226

3

Times

Interest

Earned

Ratio

(Times)

Operating Profit 144,688,900 9.48 324,612,079

7.17

325,142,317

4.71

326,618,261

7.21

331,752,617

6.63

249,195,665

13.36 Net Interest

Expenses 15,257,388 45,298,944 69,064,618 45,297,621 50,022,390 18,648,498

4

Debt

Service

Coverage

Ratio

Net operating

profit 144,688,900 5.12 324,612,079

1.30

373,072,641

5.40

372,372,813

2.45

366,927,031

7.34

273,312,038

14.66 Total Debt

Service 28,233,512 249,615,858 69,064,618 152,114,720 50,022,390 18,648,498

E Cash Flows Ratios

1

Net

operating

Cash Flow

Per Share

Net operating

Cash Flows 140,743,263 1.38 283,481,542

6.65

192,924,535

6.39

340,151,234

13.50

192,955,275

7.66

23,899,237

0.95 Weighted

Number of

Shares

102,000,000 42,602,165 30,189,950 25,190,000 25,190,000 25,048,720

2

Net

operating

Cash Flow

Per

Share/EPS

Net Operating

Cash Flows Per

share

1.38 1.07 6.65

1.01

6.39

0.75

13.50

1.21

7.66

0.68

0.95

0.10 Earnings Per

Share (EPS)-

Basic

1.29 6.58 8.53 11.21 11.22 9.23

* The Company split its share as on 23/10/2018 to 10.00 from 100.00 each and Restated EPS & NAV is Calculated on the basis of Share as on 30 Jun, 2019 and December31, 2019.


Comparison ratios with the industry average ratios of the same periods:

BEKA GARMENTS AND TEXTILE LIMITED Industry

Average*** Remark/ Explanation

Particulars 30/06/2019 30/06/2019

Ratio Ratio

1. Liquidity Ratios:

Current Ratio (Times) 8.68 2.45 BGTL’s Current Ratio is satisfactory with

the industry average Current Ratio.

Quick Ratio (Times) 5.16 1.69

BGTL's Ratio is better than the industry

average ratio of quick assets are relatively

higher.

2. Operating Efficiency Ratios:

Accounts Receivable Turnover Ratio

(Times) 3.68 5.62

BGTL's Ratio is satisfactory as collection

period is shorter.

Inventory Turnover Ratio (Times) 4.09 3.54 BGTL's Ratio is satisfactory as inventory is

sold timely.

Assets Turnover Ratio (Times) 0.90 0.56 BGTL's Ratio is satisfactory than the

average industry

3. Profitability Ratios:

Gross Margin Ratio (%) 22.40% 15.31% BGTL's Ratio needs to be improved with

the average industry ratio.

Operating Income Ratio (%) 15.00% 10.54% BGTL's Ratio is satisfactory with the

average industry ratio.

Net Income Ratio (%) 12.96% 4.37%

BGTL's Ratio is much better than the

industry average ratio.

Return on Assets Ratio (%) 11.64% 2.91%

Return on Equity Ratio (%) 14.06% 4.95%

Earnings Per Share (Basic) 6.58 1.62

EBITDA Margin (%) 19.15% 15.32%

BGTL's Ratio is satisfactory with the

industry average ratio as higher net

operating profit.

4. Solvency Ratios:

Debt to Total Asset Ratio 0.09 0.22 BGTL's Ratio is better as debt burden is

lower than assets.

Debt to Equity Ratio (Times) 0.10 0.56 BGTL's Ratio is better as debt burden is

lower than equity.

Times Interest Earned Ratio (Times) 7.17

9.81 BGTL's Ratio is better than the industry

average ratio as operating profit is relatively

more sufficient to pay the the financial

expense.

Debt Service Coverage Ratio 1.30 1.16 BGTL‘s Ratio is satisfactory as Net

Operating profit is sufficient to pay the

financial expense and long-term debt.

5. Cash Flow Ratios:

Net Operating Cash Flow Per Share 6.65 2.52 BGTL‘s Ratio is satisfactory as Net

Operating Cash Flow is positive. Net Operating Cash Flow Per Share/EPS 1.01 0.35

**The industry average ratio is calculated through using the ratio of 3 listed similar companies namely Hwa Well Textiles (BD)

Limited, Saiham Textile Mills Limited and Envoy Textile Limited for the year ended June 30, 2019 (Source: Annual Report)


Comparison with the Industry average ratios of same periods:



Particulars 30/06/2018 30/06/2018

Ratio Ratio


Current Ratio (Times) 4.09 2.13 BGTL’s Current Ratio is satisfactory with

the industry average Current Ratio.




higher.


Accounts Receivable Turnover Ratio (Times) 3.95 2.99 BGTL's Ratio is satisfactory as collection

period is shorter.

Inventory Turnover Ratio (Times) 5.54 5.97 BGTL's Ratio is satisfactory as inventory is

sold timely.


average industry


Gross Margin Ratio (%) 22.26% 13.98% BGTL's Ratio needs to be improved with

the average industry ratio.




BGTL's Ratio is much better than the

industry average ratio.




EBITDA Margin (%) 17.48% 17.61%

BGTL's Ratio is satisfactory with the

industry average ratio as higher net

operating profit.

4. Solvency Ratios:


lower than assets.

Debt to Equity Ratio (Times) 0.29 0.66 BGTL's Ratio is better as debt burden is

lower than equity.

Times Interest Earned Ratio (Times) 4.71 9.22


average ratio as operating profit is

relatively more sufficient to pay the the

financial expense.

Debt Service Coverage Ratio 5.40 1.94

BGTL ‘s Ratio is satisfactory as Net










BEKA GARMENTS AND TEXTILE LIMITED Industry Average***

Remark/ Explanation Particulars

30/06/2017 30/06/2017 Ratio Ratio


Current Ratio (Times) 3.74 2.57

BGTL's Current Ratio is better than the

industry average current ratio because of

relatively lower current liabilities.




higher.


Accounts Receivable Turnover Ratio (Times)

4.10 2.59 BGTL's Ratio is satisfactory as collection

period is shorter.

Inventory Turnover Ratio (Times) 7.38 5.96 BGTL's Ratio is satisfactory as inventory

is sold timely.


average industry


Gross Margin Ratio (%) 23.46% 15.60% BGTL's Ratio needs to be improved

with the average industry ratio.




BGTL's Ratio is much better than the industry average ratio.




EBITDA Margin 17.65% 20.10% BGTL's Ratio is satisfactory with the industry average ratio as higher net operating profit.

4. Solvency Ratios:


lower than assets.

Debt to Equity Ratio (Times) 0.19 0.63 BGTL's Ratio is better as the debt burden

is lower than equity.



average ratio as operating profit is

relatively more sufficient to pay the the

financial expense.

Debt Service Coverage Ratio 2.45 6.32

BGTL‘s Ratio is satisfactory as Net












Particulars 30/06/2016 30.06.2016

Ratio Ratio


Current Ratio (Times) 3.07 2.11 BGTL's Current Ratio is better than the industry average

current ratio because of relatively lower current liabilities.

Quick Ratio (Times) 2.14 1.46 BGTL's Ratio is better than the industry average ratio of

quick assets are relatively higher.



(Times) 4.42 3.05

BGTL's Ratio is satisfactory as collection period is shorter.

Inventory Turnover Ratio (Times) 8.91 3.87 BGTL's Ratio is satisfactory as inventory is sold in a shorter

time.

Assets Turnover Ratio (Times) 1.67 0.49 BGTL's Ratio is satisfactory than the average industry


Gross Margin Ratio (%) 23.87% 14.89% BGTL's Ratio is better than the industry average ratio as

higher Gross profit.

Operating Income Ratio (%) 16.35% 9.03% BGTL's Ratio is better than the industry average ratio as

higher operating profit.

Net Income Ratio (%) 13.93% 7.00% BGTL's Ratio is better than the industry average ratio as

a higher net profit.

Return on Assets Ratio (%) 23.22% 3.60% BGTL's Ratio is satisfactory with the average industry.


BGTL's Ratio is satisfactory with the average industry. Earnings Per Share (Basic) 11.22 1.74

EBITDA Margin % 18.09% 19.81% BGTL's Ratio is better than the industry average ratio as

higher net operating profit.

4. Solvency Ratios:

Debt to Total Asset Ratio 0.25 0.24 BGTL's Ratio is better as debt burden is lower than assets.

Debt to Equity Ratio (Times) 0.35 0.53 BGTL's Ratio is better as the debt burden is lower than

equity.


BGTL's Ratio is better than the industry average ratio as

operating profit is relatively more sufficient to pay the

financial expense.

Debt Service Coverage Ratio % 7.34 4.45 BGTL ‘s Ratio is satisfactory as Net Operating profit is

sufficient to pay the financial expense and long-term debt.


Net Operating Cash Flow Per Share 7.66 2.32 BGTL ‘s Ratio is satisfactory as Net Operating Cash Flow

is positive. Net Operating Cash Flow Per

Share/EPS 0.68 1.88







Particulars 30/06/2015 30/06/2015

Ratio Ratio


Current Ratio(Times) 4.24 2.44 BGTL's Current Ratio is better than the industry average

current ratio because of relatively lower current liabilities.

Quick Ratio(Times) 3.07 1.71 BGTL's Ratio is better than the industry average ratio of

quick assets is relatively higher.



(Times) 5.47 3.97

BGTL's Ratio is satisfactory as collection period is shorter.

Inventory Turnover Ratio (Times) 9.42 4.33 BGTL's Ratio is satisfactory as inventory is sold in shorter

time.

Assets Turnover Ratio (Times) 1.99 0.55 BGTL's Ratio is satisfactory than the average industry

3. Profitability Ratio:

Gross Margin Ratio (%) 23.90% 14.88% BGTL's Ratio is better than the industry average ratio as

higher Gross profit.

Operating Income Ratio (%) 15.55% 9.55% BGTL's Ratio is better than the industry average ratio as

higher operating profit.

Net Income Ratio (%) 14.43% 7.85% BGTL's Ratio is better than the industry average ratio as

higher net profit.

Return on Assets Ratio (%) 28.69% 4.46% BGTL's Ratio is satisfactory with the average industry.

Return on Equity Ratio (%) 44.56% 7.08% BGTL's Ratio is satisfactory with the average industry.

Earnings Per Share(Basic) 9.23 2.35

EBITDA Margin % 17.06% 19.07% BGTL's Ratio is better than the industry average ratio as

higher net operating profit.

4. Solvency Ratios:

Debt to Total Asset Ratio 0.16 0.20 BGTL's Ratio is better as debt burden is lower than assets.

Debt to Equity Ratio (Times) 0.20 0.38 BGTL's Ratio is better as debt burden is lower than equity.


BGTL's Ratio is better than the industry average ratio as

operating profit is relatively more sufficient to pay the

financial expense.

Debt Service Coverage Ratio % 14.66 26.41 BGTL ‘s Ratio is satisfactory as Net Operating profit is

sufficient to pay the financial expense and long-term debt.


Net Operating Cash Flow Per Share 0.95 5.31 BGTL ‘s Ratio is satisfactory as Net Operating Cash Flow is

positive. Net Operating Cash Flow Per

Share/EPS 0.10 3.41




(d) Auditors report under Section 135(1), Para 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 proceeding 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;

We have examined the Financial Statements of Beka Garments and Textile Limited for the period ended 31 December

2019 and for the year ended 30 June 2019, 2018, 2017, 2016 and 2015. Financial Statements for the period ended 31

December 2019 and for the year ended 30 June 2019 and 2018 audited by us and for the year ended 30 June 2017, 2016

and 2015 was audited by Ahmad & Akhtar, Chartered Accountants. 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:

1. Beka Garment and Textiles Ltd. was incorporated as a private Limited Company as on 07th October, 2010. The

Company has changed its name by Beka Garments and Textile Limited instead of Beka Garment and Textiles Ltd. on

30 November 2019.

2. The Beka Garments and Textile Limited was converted to public Limited Company as on 23 October, 2018

3. The Financial Position of the Company over the last Five years and Six Months is as follows:


Comparative Statement of Financial Position

a) Statement of Financial Position of the Company is as under

Particulars

Amount in Taka

31-Dec-19 30 June,2019 30 June,2018

(Restated)* 30 June,2017 30 June,2016 30 June,2015

Assets

Non-Current Assets: 1,617,771,694 1,576,868,826 1,145,560,422 869,860,660 726,128,249 407,693,518

Property, Plant and

Equipment* 1,443,057,253 1,384,849,526 973,596,737 802,049,248 662,714,087 391,964,926

Capital Work in

progress 174,714,441 192,019,300 171,963,685 67,811,412 63,414,162 15,728,592

Current Assets: 1,218,460,744 1,142,011,430 953,772,116 768,334,490 735,209,941 565,289,033

Inventories 468,595,155 452,970,587 367,314,880 231,911,290 205,769,590 140,749,225

Trade and Other

Receivables* 607,300,170 610,367,329 563,838,764 517,960,810 511,517,579 406,158,173

Advance, Deposits and

Prepayments 53,725,167 10,141,713 16,941,474 17,384,282 16,339,816 15,312,588

Cash and Cash

Equivalents 88,840,252 68,531,801 5,676,998 1,078,107 1,582,956 3,069,047

Total Assets 2,836,232,438 2,718,880,256 2,099,332,538 1,638,195,150 1,461,338,190 972,982,551

Shareholders' Equity & Liabilities

Shareholders' Equity: 2,541,041,497 2,409,533,860 1,580,956,396 1,323,448,193 1,041,181,953 758,606,226

Share Capital 1,020,000,000 850,000,000 3,400,000 3,400,000 3,400,000 3,400,000

Retained Earnings* 1,521,041,497 1,559,533,860 1,329,056,396 1,071,548,193 789,281,953 506,706,226

Share Money Deposit - - 248,500,000 248,500,000 248,500,000 248,500,000

Non-Current Liabilities: 184,612,300 177,824,373 285,262,778 109,365,880 180,839,468 81,015,061

Long Term Loan (Non-

Current Portion) 184,612,300 177,824,373 285,262,778 109,365,880 180,839,468 81,015,061

Current Liabilities: 110,578,641 131,522,023 233,113,364 205,381,077 239,316,769 133,361,264

Trade and Other

Payables 23,472,834 23,910,402 29,520,212 29,112,636 23,455,896 28,689,090

Short Term Borrowings 28,100,519 25,267,667 99,739,682 83,930,278 121,447,839 23,545,170

Bank Overdraft/SOD - - 55,016,197 48,959,254 46,785,204 36,167,610

Current Portion of Long

Term Loan 25,216,800 47,813,703 15,204,000 10,300,000 10,300,000 10,300,000

Liabilities for Expenses 33,788,489 34,530,250 33,633,272 33,078,909 37,327,830 34,659,394

Total Shareholders'

Equity & Liabilities 2,836,232,438 2,718,880,256 2,099,332,538 1,638,195,150 1,461,338,190 972,982,551

Net Assets Value (NAV)

per share* 24.91 28.35 3,918.99 31,616.12 23,314.18 15,003.12


b) Statement of Operating Result of the Company is as under:

BEKA GARMENTS AND TEXTILE LIMITED Comparative Statement of Comprehensive Income

Particulars

Amount in Taka

31-Dec-2019 30-06-2019 30-06-2019) FY(2016-2017) FY(2015-2016) FY(2014-

2015)

Sales Revenue 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101

Less: Cost of Goods

Sold* (836,846,196) (1,678,884,652) (1,659,453,629) (1,615,000,507) (1,544,330,070) (1,219,331,904)

Gross Profit 226,853,328 484,528,128 475,173,407 495,131,512 484,315,276 382,847,197


Administrative

Expenses* (49,205,157) (97,699,849) (91,493,544) (109,833,047) (97,496,363) (86,558,982)

Selling &

Distribution

Expense* (32,959,271) (62,216,200) (58,537,546) (58,680,204) (55,066,295) (47,092,550)

Profit from Operation 144,688,900 324,612,079 325,142,317 326,618,261 331,752,617 249,195,665

Non-Operating

Expenses

Finance Cost (15,257,388) (45,298,944) (69,064,618) (45,297,621) (50,022,390) (18,648,498)

Other Income* 2,076,124 1,163,828 1,430,505 945,600 845,500 600,000


Provision for Income

Tax - - - - - -


Other Comprehensive


Total Comprehensive


Earnings Per Share

(EPS) Basic* 1.29 6.58 8.53 11.21 11.22 9.23

Earnings Per Share

(EPS) Diluted 1.29 2.75 2.52 2.77 2.77 2.27

[Diluted Earnings per Share for all the years calculated considering the latest number of shares i.e. 102,000,000] c) Dividend Declared

Particulars For the year ended


Cash Dividend Nil Nil Nil Nil Nil Nil

Stock Dividend (No. Share) Nil 17,000,000 4,999,950 Nil Nil Nil

4. Beka Garment and Textiles Ltd. was incorporated in Bangladesh as a Private Limited Company with the issuance of

Certificate of incorporation bearing no C-87427/10 dated 07 October, 2010 by the Registrar of Joint Stock Companies

& Firms. The Company Converted into Public Limited Company and split of Share value from Tk. 100.00 to Tk. 10.00

dated October 23, 2018. The Company has changed its name by Beka Garments and Textile Limited instead of Beka

Garments and Textile Ltd. on 30 November 2019.

5. The Company started its commercial operation on 07 June, 2011.

6. The Company has no subsidiary/Associated company as on the Financial Statements date.

7. 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.

8. Figure have been rearranged where necessary and no material impact is found in the Financial Statements.

Dated : January 27, 2020




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

1. Statement of Financial Positions


Statement of Financial Position


Particulars Amount Percentage on Total Asset Grand Total

ASSETS

Non-Current Assets 1,617,771,694 57%

Property, Plant and Equipment 1,443,057,253 51%

Land Development 33,291,145 1%

Factory Building & other construction 205,822,429 7%

Plant & Machinery 913,065,397 32%

Boiler & Compressor 33,249,370 1%

Generator 21,757,590 1%

Office Equipment 47,444,755 2%

Furniture & Fixture 58,899,576 2%

Electric Installations 29,116,921

Motor Vehicle 35,298,340 1%

Fire Hydren 33,426,719 1%

Fire Extinguisher 31,685,011 1%

Capital Work in Progress 174,714,441 1%

Current Assets 1,218,460,744 43%

Inventories 468,595,155 17%

Raw Materials (Fabric) 202,509,985 7%

Raw Materials (Accessories) 129,537,405 5%

Work in Process 13,590,652 0%

Packing Materials 15,236,065 1%

Spare Parts 5,202,589 0.18%

Finished Goods 102,518,459 4%

Trade and Other Receivables 607,300,170 21%

Advances, Deposits and Pre-payments 53,725,167 2%

Advance against Salary & Allowance 2,529,527 0.09%

Advance against Procurement 2,304,861 0.08%

Advance against Building Rent 1,139,880 0.04%

LC Margin 38,974,507 1.374%

Advance Insurance Premium (Group) - 0.000%

Advance Insurance Premium(Factory) 1,411,617 0.050%

Advance against Medical Bill 44,275 0.002%

Deposits 7,320,500 0.26%

Cash and Cash Equivalents 88,840,252 3%

Total Assets 2,836,232,438 100%


Shareholder's Equity 2,541,041,497 90%

Share Capital 1,020,000,000 36%

Retained Earnings 1,521,041,497 54%

Share Money Deposit - 0%

Non-Current Liabilities 184,612,300 7%

Long Term Loan 184,612,300 7%

Current Liabilities 110,578,641 4%

Short Term Borrowings 28,100,519 1%

Trade and Other Payables 23,472,834 1%

Liabilities for Expenses 33,788,489 1%

Salary, Wages &Allowance 29,921,802 1%

Utility Expenses 708,546 0.02%

Factory and Office Rent 2,452,180 0.09%

Director Remuneration 390,000 0.01%

Repair and Maintenance 35,400 0.00%

AEPZa Medical Fund 140,934 0.00%

PF Fund Liability 39,626 0.00%

Audit Fee 100,000 0.00%

Current portion long term loan 25,216,800 1%

Total Shareholders’ Equity and Liabilities 2,836,232,438 100%


2. Statement of Operation Results Beka Garments and Textile Limited

Statement of Profit and Loss and other Comprehensive Income

For the Period ended December 31, 2019

Particulars Period ended December 31,

2019

Percentage on Total

Turnover

Grand

Percentage

Turnover 1,063,699,524 100%

Revenue 1,063,699,524

Less: Cost of Goods Sold 836,846,196 78.67%

Raw Materials Consumed 600,828,238 56.5%

Manufacturing Overhead 247,604,374 23.3%

Cost of Manufacture 848,432,612

Work in Process-Opening 13,897,654

Work in Process-Closing (13,590,652)

Change in work in process 848,739,614

Cost of production 848,739,614 79.8%

Finished goods - Opening 91,234,560

Sample Expenses (609,519)

Finished goods - Closing (102,518,459)

Cost of Goods Sold 836,846,196 78.7%

Gross Profit 226,853,328 21.33%

Less: Operating Expenses 82,164,428 7.72%

Administrative Expenses 49,205,157 4.6%

Selling & Distribution Expenses 32,959,271 3.1%

Profit from Operation 144,688,900 13.60%

Add: Other Income 2,076,124 0.20%

Less: Financial Expenses 15,257,388 1.4%

Profit before Income Tax & WPPF 131,507,637 12.36%

Less: Provision for WPPF - 0.0%

Profit before Income Tax 131,507,637 12.36%

Less: Income Tax Expenses - 0.00%

Current Tax - 0.0%

Derrered Tax - 0.0%

Net Profit After Tax 131,507,637 12.36%

Sd/-

Mr. Sanjoy Roy


Sd/-

Boby N Diaz

Managing Director

f) Earnings per Share (EPS) on the 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;

Particulars Amounts in Taka Amounts in Taka

31-Dec-19 30-Jun-19

Net Profit after Tax 131,507,637 280,476,964

Total Existing Number of Share 102,000,000 85,000,000

Earnings per Share (EPS) Diluted 1.29 3.30

Weighted average Number of share 102,000,000 42,602,165

Earnings per Share (EPS) Basic 1.29 6.58

g) All extraordinary 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;

Particulars Amount in Taka Amount in Taka

31-Dec-19 30-Jun-19

Net profit Before Tax 131,507,637 280,476,964

Less: Other Income (2,076,124) (1,163,828)

Net profit before Tax except for other income 129,431,513 279,313,136

Less: Provision for Taxation - -

Net profit after Tax 129,431,513 279,313,136


Earnings per Share (EPS) 1.27 6.56

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

The Company has not annualized quarterly or half-yearly EPS while calculating EPS.


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.

Particulars

Amounts in Taka

31-Dec-2019

Amounts in Taka

30-Jun-2019

Share Capital 1,020,000,000 850,000,000

Retained Earnings 1,521,041,497 1,559,533,860

Total Share Holder's Equity 2,541,041,497 2,409,533,860


Net Assets Value Per Share (NAV) 24.91 28.35

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, the cost of the audit should be borne by the concerned issuer.

This information is not applicable to the issuer.

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

the rate of interest and interest paid/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 Beka Garments and Textile Limited

After due verification, we certify that the long term and short term borrowings including borrowing from related party or

connected persons with rate of interest and interest paid or accrued of Beka Garments and Textile Limited period from July

01, 2014 to December 31, 2019 were as follows:

For the period ended 31 December, 2019

Name of the Bank Nature of

relationship Nature of borrowings

Balance as on

31 Dec., 2019

Interest rate

(%)

Interest

paid (BDT)

Interest

accrued

(BDT)

Trust Bank Limited Lender Long Term Loan 209,829,100 11% 13,566,306

-

Trust Bank Limited Lender Short Term Borrowings 28,100,519 11% -

Total 237,929,619 13,566,306 -

For the year ended 30 June, 2019



Balance as on

30 June, 2019

Interest rate

(%)

Interest

paid (BDT)

Interest

accrued

(BDT)

Trust Bank Limited Lender Long Term Loan 225,638,076 11% 41,926,329

-

Trust Bank Limited Lender Short Term Borrowings 25,267,667 11% -

Total 250,905,743 41,926,329 -




Balance as on

30 June, 2018

Interest rate

(%)

Interest

paid (BDT)

Interest

accrued

(BDT)

Trust Bank Limited Lender Long Term Loan 300,466,778 15%

63,228,828

-

Trust Bank Limited Lender Short Term Borrowings 99,739,682 1.6-12% -

Trust Bank Limited Lender Bank Overdraft/SOD 55,016,197 12% -

Total 455,222,657 63,228,828 -




Balance as on

30 June, 2017

Interest rate

(%)

Interest

paid (BDT)

Interest

accrued

(BDT)


44,899,764

-

Trust Bank Limited Lender Short Term Borrowings 83,930,278 1.6-12% -

Trust Bank Limited Lender Bank Overdraft/SOD 48,959,254 12% -

Total 252,555,412 44,899,764





Balance as on

30 June, 2016

Interest rate

(%)

Interest

paid (BDT)

Interest

accrued

(BDT)


49,721,816 - Trust Bank Limited Lender Short Term Borrowings 121,447,839 1.6-15%

Trust Bank Limited Lender Bank Overdraft/SOD 46,785,204 15%

Total 359,372,511 49,721,816




Balance as on

30 June, 2015

Interest rate

(%)

Interest

paid (BDT)

Interest

accrued

(BDT)


18,295,141 - Trust Bank Limited Lender Short Term Borrowings 23,545,170 1.6-15%

Trust Bank Limited Lender Bank Overdraft/SOD 36,167,610 15%

Total 151,027,841 18,295,141

The company does not have any long-term and short-term borrowings from a related party or connected persons for the period

from 01 July, 2014 to 31 December, 2019.





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, the rate of interest,

primary security, collateral/ other security, repayment schedule and status;

Certification on the 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 Beka Garments and Textile Limited

After due verification, we certify that principal terms of secured loans and assets on which charge have been created against those loans with names of lenders, purpose, sanctioned amount, the rate of

interest, primary security, collateral or other security, repayment schedule and status of Beka Garments and Textile Limited period from 01 July 2014 to 31 December 2019 are as follows;

Long Term Loan:


31-Dec-2019 30-Jun-19 30-Jun-18 30-Jun-17 30-Jun- 16 30-Jun- 15

Names of lenders Trust Bank Limited Trust Bank Limited Trust Bank Limited Trust Bank Limited Trust Bank Limited Trust Bank Limited

Purpose

Purchase of Equipment/

Accessories & Related items &

Conducting other associated

cost for ensuring of working

environment & and safety of the

factory and Construction of 2

Storied Factory Building,

retirement of Shipping

document against L/C and

payment against take over Bank

Loan


Accessories & Related items

& Conducting other

associated cost for ensuring of

working environment & and

safety of the factory and

Construction of 2 Storied

Factory Building, retirement

of Shipping document against

L/C and payment against

take over Bank Loan



& Conducting other








take over Bank Loan



& Conducting other








take over Bank Loan



& Conducting other








take over Bank Loan


Accessories & Related items &

Conducting other associated

cost for ensuring of working

environment & and safety of

the factory, and Construction

of 2 Storied Factory Building,

retirement of Shipping

document against L/C and

payment against take over

Bank Loan

Collateral Asset

794.74 Decimal personal Land

& 1614.34 Sft. Flat of

Company’s Managing Director

794.74 Decimal personal

Land & 1614.34 Sft. Flat of

Company’s Managing

Director




Director


Land& 1614.34 Sft Flat of


Director




Director




Sanctioned Limit 264.41 Million 264.41 Million 403.05 Million 196.30 Million 196.30 Million 196.30 Million

Rate of Interest 11% 11% 15% 15% 15% 15%

Primary Security/

Collateral/ Other

Security

Hypothecation of the Plant &

Machineries stock of raw

materials, Work in Process &

Finished Goods. And Lien of

export L/C,





export L/C,





export L/C,





export L/C,





export L/C,





export L/C,

Re-payment

schedule

Monthly Monthly Monthly Monthly Monthly Monthly

Status

(Outstanding

Balance)

209,829,100 225,638,076 300,466,778 119,665,880 191,139,468 91,315,061

Bank Overdraft/SOD:

Particulars

Amounts in Taka


Names of lenders N/A N/A Trust Bank Limited Trust Bank Limited Trust Bank Limited Trust Bank Limited

Purpose N/A N/A To meet up Working Capital

requirement.

To meet up Working Capital

requirement.


requirement.


requirement.


Particulars

Amounts in Taka


Collateral Asset

N/A N/A 693.40 Decimal personal Land &

1614.34 Sft. Flat of Company’s

Managing Director







Director

586.40 Decimal personal Land&

1614.34 Sft Flat of Company’s

Managing Director

Sanctioned Limit N/A N/A 45 Million 45 Million 45 Million 45 Million

Rate of Interest N/A N/A 12 % 12 % 15 % 15 %

Primary Security/ Collateral/ Other

Security

N/A N/A Hypothecation of the stock of

raw materials, Work in Process &

Finished Goods.

Hypothecation of the stock of

raw materials, Work in Process

& Finished Goods.


raw materials, Work in

Process & Finished Goods.

Hypothecation of the stock of raw


Finished Goods.

Re-payment schedule N/A N/A From export proceeds or from

own source.

From export proceeds or from

own source.


own source.

From export proceeds or from own

source.

Status (Outstanding Balance) Nil Nil 55,016,197 48,959,254 46,785,204 36,167,610

Short Term Loan:

Particulars

Amounts in Taka


Names of lenders Trust Bank Limited Trust Bank Limited Trust Bank Limited Trust Bank Limited Trust Bank Limited Trust Bank Limited

Purpose

To meet operational Expenses

i.e. Payment of worker festival

bonus, Import of Raw Material,

accessories, Deferred L/C

adjustments.

To meet operational Expenses i.e.

Payment of worker festival

bonus, Import of Raw Material,


adjustments.

To meet operational

Expenses i.e. Payment of

worker festival bonus,

Import of Raw Material,


adjustments.

To meet operational





adjustments.

To meet operational





adjustments.

To meet operational

Expenses i.e. Import

ofRaw Material,


adjustments.

Collateral Asset

794.74 Decimal personal Land

& 1614.34 Sft. Flat of


794.74 Decimal personal Land &

1614.34 Sft. Flat of Company’s

Managing Director




Director


Land& 1614.34 Sft Flat

of Company’s Managing

Director




Director




Director

Sanctioned Limit 425 Million 425 Million 630 Million 630 Million 560 Million 550 Million

Rate of Interest 1.6% and 11% 1.6% and 11% 1.6% and 12% 1.6%and12% 1.6% and15% 1.6 and 15%

Primary Security/

Collateral/ Other Security


raw materials, Work in Process

& Finished Goods, Assignment

of bill receivable against work

order, Postdated cheque and

demand promissory note

Hypothecation of the stock of raw


Finished Goods, Assignment of

bill receivable against work order,

Postdated cheque and demand

promissory note

Hypothecation of the stock

of raw materials, Work in

Process & Finished Goods,

Assignment of bill receivable

against work order,

Postdated cheque and

demand promissory note.

Hypothecation of the

stock of raw materials,

Work in Process &

Finished Goods,

Assignment of bill

receivable against work

order, Postdated cheque

Hypothecation of the stock

of raw materials, Work in

Process & Finished Goods.

Hypothecation of the

stock of raw materials,

Work in Process &

Finished Goods.

Re-payment schedule From export proceeds or from

own source


own source

From export proceeds or

from own source.


from own source


from own source.


from own source.

Status (Outstanding

Balance) 28,100,519 25,267,667 99,739,682 83,930,278 121,447,839 23,545,170

Dated: January 27, 2020 Shiraz Khan Basak & Co



III. Statement of unsecured loans with terms and conditions.

Certification on unsecured loan with terms

and conditions of Beka Garments and Textile Limited

Based on our scrutiny of the relevant Financial Statements, we certify that the Company has not taken any unsecured loan from

any person/ body from 01 July, 2014 to 31 December, 2019.

Place: Dhaka




IV. Statement of inventories showing the amount of raw material, packing material, stock-in-process and finished goods, consumable

items, store and spares parts, inventory of trading goods etc.;

After due verification, we certify that the statement of inventories showing amount of raw material, packing material, stock-in-

process and finished goods, consumable items, store and spares parts, Inventory of trading goods etc. of Beka Garments and Textile

Limited from July 01, 2014 to December 31, 2019 were as follows:

Item Amount in taka

31 Dec. 2019 30 June 2019 30 June 2018 30 June 2017 30 June 2016 30 June 2015

Raw Material-Fabric 202,509,985 188,123,843 166,435,600 115,242,852 98,198,191 55,615,684

Raw Material-Accessories 129,537,405 139,234,560 90,036,547 54,365,790 42,376,500 29,653,720

Work in Process (WIP) 13,590,652 13,897,654 13,530,820 12,875,400 13,455,670 8,134,976

Packing Materials 152,36,065 15,245,390 16,063,568 17,536,368 18,376,290 15,653,470

Spare Parts 5,202,589 5,234,580 5,563,804 6,656,380 4,635,259 4,036,595

Finished goods 102,518,459 91,234,560 75,684,541 25,234,500 28,727,680 27,654,780

Inventory of trading goods - - - - - -

Total 468,595,155 452,970,587 367,314,880 231,911,290 205,769,590 140,749,225

Place: Dhaka




V. Statement of trade receivables showing receivable from related party and connected persons.

CERTIFICATION ON STATEMENT OF ACCOUNTS RECEIVABLES

SHOWING RECEIVABLE FROM RELATED PARTY AND CONNECTED PERSONS

OF BEKA GARMENTS AND TEXTILE LIMITED

After due verification, we certify that statement of trade receivables showing receivable from related party and connected persons

of Beka Garments and Textile Limited from July 01, 2014 to December 31, 2019 were as follows:

Particulars

Amount in BDT

31 December

2019 30 June 2019

30 June 2018

(Restated)* 30 June 2017 30 June 2016 30 June 2015

General* 607,300,170 610,367,329 563,838,764 517,960,810 511,517,579 406,158,173

From Related Party - - - - -

From Connected person - - - - - -

Total 607,300,170 610,367,329 563,838,764 517,960,810 511,517,579 406,158,173

Place: Dhaka


Sd/-




VI. Statement of any loan given by the issuer including loans to related party or connected persons with the rate of interest and interest

realized/accrued;

Certification on Statement of any Loan given by the issuer

Including loan to Related Party or Connected Persons with the rate of interest

and interest realized/accrued by the Beka Garments and Textile Limited

This is to certify that Beka Garments and Textile Limited did not give any loan to any Related Party or connected person from 01

July, 2014 to 31 December, 2019.

Place: Dhaka




VII. Statement of other income showing interest income, dividend income, discount received, other non-operating income;

Certification on Statement of other Income of Beka Garments and Textile Limited

After due verification, we certify that the other income showing interest income, dividend income, discount received and other non-

operating income of Beka Garments and Textile Limited from July 01, 2014 to December 31, 2019 were as follows;

Particulars

Amount in BDT

31 Dec. 2019 30 June 2019 30 June 2018

(Restated)* 30 June 2017 30 June 2016 30 June 2015

Interest Income - - - - -

Dividend Income - - - - -

Discount Received - - - - -

Other non-operating

income (Sales of Wastage) 232,227 445,670 755,250 725,484 646,900 384,513

Foreign Exchange

Gain/(loss)* 1,843,897 718,158 675,255 220,116 198,600 215,487

Total 2,076,124 1,163,828 1,430,505 945,600 845,500 600,000

Place: Dhaka




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 Beka Garments and Textile Limited

After due verification we certify that the turnover showing separately in cash and through banking channel of Beka Garments and

Textile Limited 01 July, 2014 to 31 December, 2019 were as follows:


31 December 2019 30 June 2019 30 June 2018 30 June 2017 30 June 2016 30 June 2015

In Cash - - - - - -

Through Banking

Channel 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101

Total 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101

Place: Dhaka

Date: January 27, 2020 Shiraz Khan Basak & Co.



IX. Statement of related party transaction;

Certification On Statement of Related Party Transaction Of


After due verifications, we certify that the status of related party transactions of Beka Garments and Textile Limited from 01 July,

2014 to 31 December, 2019 were as follows:

A. Directors Remuneration/Honorarium

Name Position

Amount in (BDT)

31 Dec. 2019 2018-2019 2017-2018 2016-2017 2015-2016 2014-2015

Micky Diaz Chairman 1,500,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000

Boby N Diaz

Managing

Director

840,000 1,213,333 - - - -

Ms. Bani Diaz Director - 466,667 1,680,000 1,680,000 1,680,000 1,680,000

Jhonathan Brook

Diaz Director

- - - - - -

Ekhlasur Rahman

Independent

Director

- - - - - -

Total 2,340,000 4,680,000 4,680,000 4,680,000 4,680,000 4,680,000

* The Chairman of the Board of Director has been taken honorarium as per decision by the Board OF Director.

B. Board Meeting Fees

Name Position

Amount in (BDT)

31 Dec. 2019 2018-2019 2017-2018 2016-2017 2015-2016 2014-2015


Boby N Diaz

Managing

Director

10,000 8,000 - - - -

Ms. Bani Diaz Director 10,000 12,000 12,000 12,000 12,000 12,000

Jhonathan Brook

Diaz Director

6,000 6,000 - - - -

Ekhlasur Rahman

Independen

t Director

6,000 - - - - -

Total 42,000 38,000 24,000 24,000 24,000 24,000

Place: Dhaka




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 Beka Garments and Textile Limited

After due verification, we certify that status of reconciliation of business income shown in tax return with net income shown in

audited financial statements of Beka Garments and Textile Limited from 01 July, 2014 to 31 December, 2019 as shown below:

Place: Dhaka




Particulars

Income Year (Amount in Taka)

31-Dec-19 30-Jun-19 30-Jun-18

(Restated) 30-Jun-17 30-Jun-16 30-Jun-15

Business income shown

as per Financial

Statement

131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,167

Business income shown

as per Tax Return Not Applicable 280,476,964 257,508,204 282,266,240 282,575,727 231,147,167

Tax Status Not Applicable Assessment is

under process Assessment is Completed


XI. Confirmation that all receipts and payments of the issuer above Tk.5,00,000/- (five lac) were made through banking channel;

Certification On Receipts and Payment Above

TK. 500,000 (Five Lac) Were Made Through Banking Channel Of


This is to Certify that all Receipts and Payments of above Tk. 500,000/= (Five Lac) were made through banking channel for the

period from 01 July, 2014 to 31 December 2019.

Place: Dhaka



XII. Confirmation that Bank Statements of the issuer are in conformity with its books of accounts;

Certification on Books of Accounts of Beka Garments and Textile Limited Is in Conformity with Bank Statements

This is to certify that the bank statements of Beka Garments and Textile Limited from July 01, 2014 to December 31, 2019 are in

conformity with its books of accounts.

Place: Dhaka




XIII. Statement of payment status of TAX, VAT and other taxes/duties;

Certification on status of payment of tax, vat and other taxes/duties

Of Beka Garments and Textile Limited

After due verification, we certify that the status of TAX, VAT and other taxes/duties payment of Beka Garments and Textile Limited

for the last five years and Six Months as follows:


31 December 2019 30 June 2019 30 June 2018 30 June 2017 30 June, 2016 30 June, 2015

Tax (TDS) Enjoying Tax Holiday

VAT Exempted Exempted Exempted Exempted Exempted Exempted

Others Taxes/

Duties

- - - - - -

Total - - - - - -

Place: Dhaka




CHAPTER –XXVII CREDIT RATING REPORT

(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 clause (e) of sub-rule (4) of rule 3 of the Bangladesh Securities and Exchange Commission (Public Issue) Rules

2015, A company is required to be rated by credit rating company registered with the Commission for a public offer

under book-building method. As the company is offering under fixed price method, the aforementioned rule is not

applicable for the issue.


CHAPTER –XXVIII PUBLIC ISSUE APPLICATION PROCEDURE


CHAPTER XXVIII PUBLIC ISSUE APPLICATION PROCEDURE:AS DESCRIBED IN THE CONSENT LETTER

APPLICATION PROCESS

STEP-1 (APPLICANT)

1. An applicant for public issue of securities shall submit an 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 an 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), 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 the 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 NITA/Foreign Currency account debiting

the same account. No banker shall issue more than two drafts from any NITA/Foreign Currency account for any

public issue. At the same time, the applicant shall make the service charge available in the respective customer

account maintained with the Stockbroker/Merchant Banker.

c) Eligible investors shall submit an 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 the

availability of fund, block the amount equivalent to the application money;

b) Accumulate all the application/buy instructions received up to the cut-off date, deposit the amount in the “Public

Issue Application Account” maintained with its bank within the first banking hour of next working day of the cut-

off date. In case of an application submitted by the Stock-dealer or the Merchant Banker’s own portfolio, the

application amount should also be transferred to the “Public Issue Application Account”;

c) Instruct the banker to block the account for an amount equivalent to the aggregate application money and to issue a

certificate in this regard.

4. Banker of the Stockbroker/Merchant Banker shall block the account as requested for, issue a certificate confirming the

same and handover it to the respective Stockbroker/Merchant Banker.

5. For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stockbroker/Merchant Banker shall 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 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 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 the exchange.

STEP-3 (ISSUER)

8. The Issuer shall prepare a consolidated list of the applications and send the applicants’ BOIDs in the 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.

9. 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 a report of the final status of subscription

to the Commission and the Exchanges within 10 (ten) working days from the date of receiving information from the


Exchanges.

(i) 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.

(ii) The Issuer and issue manager shall arrange to post the lottery result on their websites within 06 (six) hours and on

the websites of the Commission and Exchanges within 12 (twelve) hours of the lottery.

10. Within 02 (two) working days of conducting lottery, the Issuer shall:

a. Send category wise lists of the successful and unsuccessful applicants in electronic (text format with tilde ‘~’

separator) format to the respective Exchange.

b. send category wise lists of unsuccessful applicants who are subject to penal provisions as per conditions of the

Consent Letter issued by the Commission in electronic (text format with tilde ‘~’ separator) format to the

Commission and Exchanges mentioning the penalty amount against each applicant.

c. Issue allotment letters in the names of successful applicants in electronic format with digital signatures and send

those to respective Exchange in electronic form.

d. Send consolidated allotment data (BOID and number of securities) in electronic text format in a CDROM to

CDBL to credit the allotted shares to the respective BO accounts.

STEP-4 (INTERMEDIARY)

11. 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 a number 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;

1. On the next working day of receiving the documents from the Exchanges, the Stockbrokers/Merchant Banker shall

request its banker to:

b) Release the amount blocked for unsuccessful (other than NRB and foreign) applicants;

c) Remit the aggregate number of successful applicants and the penalty number 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.

2. On the next working day of receiving a 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.

14. 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 amount sand 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.

15. 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 through banking channel within 10 (ten) working days from the date of

lottery.

MISCELLANEOUS:

1. The Issuer, Issue Manager(s), Stockbrokers and Merchant Bankers shall ensure compliance with the above.

2. The bank drafts (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Limited on the date of

publication of an abridged version of Prospectus.

3. The amount deposited and blocked in the “Public Issue Application Account” shall not be withdrawn or transferred

during the blocking period. The amount deposited by the applicants shall not be used by the Stockbrokers/Merchant

Bankers for any purpose other than public issue application.

4. 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.

5. 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 an

application.

6. The Stockbroker/Merchant Banker shall provide the Issuer with a statement of the remittance and drafts sent.

7. 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.

8. The concerned Exchange is authorized to settle any complaints and take necessary actions against any


Stockbroker/Merchant Banker in the case of violation of any provision of the public issue application process with

intimation to the Commission.

“All eligible Stock Broker and Merchant Banker shall receive the IPO Subscription”

The IPO subscription money collected from the successful application (other than NRB application) by the Stockbroker/

Mercent Bankers will be remitted to the Company’s Account No1501204416045001With BRAC Bank Limited, 1 Gulshan

Avenue, Gulshan-1, Dhaka-1212, 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

No Name of the A/C Account Number Type of A/C Currency Bank & Branch

1

Beka Garments and

Textile Limited

1501204416045001 Current Account BDT BRAC Bank Limited, 1

Gulshan Avenue, Gulshan-

1

2 1501204416045002

FC Account

USD

3 1501204416045003 GBP

4 1501204416045004 EURO


APPLICATION FORM

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Interested persons are entitled to a Prospectus, if they desire and that copies of Prospectus may be obtained from the issuer and

the Issue Managers.


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 Taka ……………………………………….. Each

Total Amount in Taka :

Amount in word :

Mode of Payment :

Cheque/Draft Information :

Signature of Signature of

Applicants Authorized Officer


CHAPTER – XXIX OTHERS


MANAGEMENT DECLEARATIONS:

STATEMENT REGARDING COST AUDIT

This is to certify that, as per Section 220 (1) of the Companies Act, 1994, Cost Audit by order “Cost and Management

Accountant” ―within the meaning of the Cost and Management Accountants Ordinance, 1977 (LIII of 1977) is not

applicable for ― “Beka Garments and Textile Limited”.

Sd/-

Micky Diaz

Chairman

Sd/-

Boby N Diaz

Managing Director

Sd/-

Bani Diaz

Director

Sd/-


Director

Sd/-

Ekhlasur Rahman


MANAGEMENT DECLARATION REGARDING

HOLDING ANNUAL GENERAL MEETING

We the management of Beka Garments and Textile Limited, declare that our company is holding Annual General Meeting

(AGM) regulatory as per Section.81 of the Companies Act, 1994.

Sd/-

Micky Diaz

Chairman

Sd/-

Boby N Diaz

Managing Director

Sd/-

Bani Diaz

Director

Sd/-


Director

Sd/-

Ekhlasur Rahman


MANAGEMENT DECLARATION REGARDING

ANY MATERIAL CHANGE IN PAID -UP CAPITAL

We the management of Beka Garments and Textile Limited, declared that our company has not made any material change

including raising of Paid-up Capital after the date of Audited Financial Statements as included in the Prospectus.

Sd/-

Micky Diaz

Chairman

Sd/-

Boby N Diaz

Managing Director

Sd/-

Bani Diaz

Director

Sd/-


Director

Sd/-

Ekhlasur Rahman


MANAGEMENT DECLARATION

CONSENT OF DIRECTORS TO SERVE AS DIRECTORS

We hereby agree that we have been serving as Directors of “Beka Garments and Textile Limited.” and will continue to

act as Directors of the Company.

Sd/-

Micky Diaz

Chairman

Sd/-

Boby N Diaz

Managing Director

Sd/-

Bani Diaz

Director


MANAGEMENT DECLARATION

REGARDING USE OF IPO FUND AND CAPACITY UTILIZATION

OF Beka Garments and Textile Limited

The expansion with IPO fund is mainly related to introducing new expansion factory Building of Beka Garments and

Textile Limited which includes would be used for to use for building construction and expansion unit, acquisition of

new capital machinery and loan repayment for the IPO proceeds. This will be an additional production line which

requires the additional construction of the factory shed other civil works and Capital Machineries. The management

believes that is enough to run the business smoothly and successfully.

Moreover, the proposed expands the productline to promote sales of existing products along with the new products and

will facilitate the company to attract more and more customers with diversified products. This will also reduce the risk

of the business and enhance the image of the company. Also, the reduction of working capital cost of Bank Interest will

be reduced which will be helpful to generate more earnings. This will boost up Sales Production and acquired maximum

Market demand with increasingprofitability.

Sd/-

Boby N Diaz

Managing Director

ÒcuywRevRv‡i wewb‡qvM SzuwKc~Y©| ‡R‡b I ey‡S wewb‡qvM …

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