AMAN TEX LIMITED - ICB Capital Management Ltd

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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 OFFER OF [•] ORDINARY SHARES

Issue Date of the Prospectus: [•]

OFFER PRICE TK. [•] EACH, INCLUDING A PREMIUM OF TK. [•] - PER SHARE, TOTAL SIZE OF FUND TO BE RAISED BDT 2,000,000,000/-

Opening Date for Subscription: [•]

Closing Date for Subscription (Cut-off Date): [•]

RED-HERRING PROSPECTUS OF

AMAN TEX LIMITED

CREDIT RATING STATUS

Rating Particulars Long Term Short Term

Entity Rating A2 ST-3

Outlook Stable

Rated by Credit Rating Agency of Bangladesh Limited

MANAGERS TO THE ISSUE

LANKABANGLA INVESTMENTS LIMITED ICB CAPITAL MANAGEMENT LIMITED

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(a) Preliminary Information and declaration:

(i) Name(s), address(s), telephone number(s), web address(s), e-mail(s), fax number(s) and contact persons of the issuer, issue manager(s), underwriter(s), auditors, credit rating company and valuer, where applicable;

ISSUER COMPANY CONTACT PERSON CONTACT NUMBER

Aman Tex Limited

2 Ishakha Avenue,

Sector-06, Uttara,

Dhaka-1230, Bangladesh

Mr. Md. Golam Sorwar Mozomder Chief Financial Officer

Tel: +88 02 7911691-3,

FAX: +880-2-58950510 E-mail: [email protected] Web: www.amantexbd.com

ISSUE MANAGERS CONTACT PERSON CONTACT NUMBER

LankaBangla Investments Limited

City Center (Level - 24) 90/1 Motijheel C/A, Dhaka – 1000

Mr. Hassan Zabed Chowdhury

Chief Executive Officer

Tel: + 88 02 951 26 21 Fax: + 88 02 956 11 07

e-mail: [email protected] Website: www.lankabangla-investments.com

ICB Capital Management Ltd.

Green City Edge (5th & 6th Floor), 89 Kakrail, Dhaka-1000.

Mr. Md. Sohel Rahman Chief Executive Officer (Additional Charge)

Tel: +880-2-8300421, 8300395, 8300555, 8300367

FAX: +880-2-8300396 E-mail: [email protected]

Web: www.icml.com.bd

REGISTRAR TO THE ISSUE CONTACT PERSON CONTACT NUMBER

Sonali Investment Limited

Sara Tower (11th Floor), 11/A, Toyenbee Circular Road, Motijheel C/A, Dhaka.

Mr. Biswanath Paul Chief Executive Officer

(Additional Charge)

Tel: + 88 02 956 87 77

Fax: + 88 02 957 59 75 e-mail: [email protected] web: www.silbd.com

UNDERWRITERS CONTACT PERSON CONTACT NUMBER

LankaBangla Investments Limited City Center (Level - 24)

90/1 Motijheel C/A, Dhaka – 1000



Tel: + 88 02 951 26 21 Fax: + 88 02 956 11 07


ICB Capital Management Ltd. Green City Edge (5th & 6th Floor), 89 Kakrail, Dhaka-1000.

Mr. Md. Sohel Rahman

Chief Executive Officer (Additional Charge)

Tel: +880-2-8300421, 8300395, 8300555, 8300367 FAX: +880-2-8300396

E-mail: [email protected] Web: www.icml.com.bd

UNICAP Investments Limited

Noor Tower (4th Floor), 73, Sonargoan Road, Dhaka-1205

Mr. Salamul Latif Choudhury Chief Executive Officer (Current Charge)

Tel: + 88 02 963 21 61 Fax: + 88 02 963 21 63 e-mail: [email protected]

Website: www.unicap-investments.com

Green Delta Capital Limited

Green Delta AIMS Tower, 51-52, Mohakhali C/A, Dhaka-1212

Mr. Kazi Ahmed Sabihuzzaman Accounting Controller & Company Secretary

Tel: + 88 02 985 19 02

Fax: + 88 02 989 82 27 e-mail: [email protected] Website: www.greendeltacapital.com

IIDFC Capital Limited Eunoos Trade Center (Level 7), 52-53 Dilkusha C/A,

Dhaka-1000

Mr. Mohammad Saleh Ahmed


Tel: + 88 02 951 46 37-8 Fax: +88 02 951 46 41

e-mail: [email protected] Website: www.iidfc.com

EBL Investments Limited

59 Motijheel C/A, 1st Floor, Dhaka- 1000

Mr. Pankaj Kumar Mutsuddi

Head of Primary Market Operations

Tel: +88-02-4711 10 96 Fax: +88-02-4711 12 18

e-mail: [email protected] Website: www.eblinvestments.com

MIDAS INVESTMENT LIMITED

MIDAS Centre (6th Floor), House – #05, Road – 16 (New), 27 (old) Dhanmondi, Dhaka – 1209

Mr. Mohammaed Hafiz Uddin Chief Executive Officer


Website: www.midasinvbd.com

BD FINANCE CAPITAL HOLDINGS LIMITED 64 Motijheel C/A, 3rd Floor, Dhaka-1000

Mr. Barun Prasad Paul Managing Director & CEO (CC)

Tel: + 88 02 958 81 86-7

Fax: + 88 02 958 81 85 e-mail: [email protected] Website: www. bdcapital.com.bd

Janata Capital and Investment Limited

48 Motijheel C/A, 3rd Floor, Dhaka-1000

Dina Ahsan


Tel: + 88 02 9584979

Fax: + 88 02 7114374

e-mail: [email protected]

Website: www. Jcil-bd.com

Agrani Equity & Investment Limited

Swantex Bhaban (4th Floor), 9/1, Motijheel C/A

Dhaka-1000

Ahmed Yousuf Abbas


Tel: + 88 02 9566670

Fax: + 88 02 9568668


Website: www. Agraniequity.com

Prime Bank Investment Limited

Tajwar Center (5th Floor), House-34, Road-19/A,

Block-E, Banani, Dhaka-1213

Md. Tarique Abdullah ACA

Head of Issue Management

Tel: + 88 01730320024

Fax: + 88 0248810314


Website: www.pbil.com.bd

Prime Finance Capital Management Limited

PFI Tower (6th Floor), 56-57 Dilkusha C/A, Dhaka-

1000

Md. Rezual Haque

Managing Director (CC)

Tel: + 88 02 9584874

Fax: + 88 02 9584922


Website: www. primefincap.com

http://www.lankabangla-investments.com/


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AIBL Capital Management Limited

Al-Arafah Tower (Level-15), 63, Purana Paltan, Dhaka-1000

Muhamamd Husain Ahmed Faruqi


Tel: + 88 02 44850100

Fax: + 88 02 44850065


Website: www. al-arafahbank.com

SBL Capital Management Limited

2, D.I.T. Avenue (Extension), 3rd Floor, Motijheel

C/A, Dhaka-1000

Abu Nayem Md. Ibrahim


Tel: + 88 01715-079440

Fax: + 88 02 9585985


Website: www. standardbankbd.com

Roots Investment Limited

Jiban Bima Tower (12th Floor)

10, Dilkusha C/A, Dhaka-1000.

Nomanur Rashid

Chief Operating Officer

Tel: + 88 01833148258

Fax: + 88 02 47120447


Website: www. rootsinvestment.com

AUDITORS’ OF THE COMPANY CONTACT PERSON CONTACT NUMBER Mahfel Huq & Co.

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

Mr. Md. Abu Kaiser FCA Partner

Tel: +88-02-955 31 43

FAX: +88-02-957 10 05 E-mail: [email protected] Web: www.mahfelhuq.com

VALUER OF THE COMPANY CONTACT PERSON CONTACT NUMBER Ahmed Zaker & Co.

Chartered Accountants Green City Edge (10th Floor),

89 Kakrail, Dhaka-1000.

Mr. AKM Mohitul Haq, FCA Senior Partner

Tel: +88-02-830 05 04-8, 830 05 01-2,

Fax: +88-02-830 05 09 Email: [email protected]

Web: www.ahmed-zaker.com

CREDIT RATING COMPANY CONTACT PERSON CONTACT NUMBER

Credit Rating Agency of Bangladesh Ltd. D H Tower, 6, Panthapath, Level 15

Dhaka-11215

Mr. Razib Ahmed SAVP

Tel: +88-02-550 136 78, 550 136 81-84,

Fax: +88-02-550 136 79 E-mail: [email protected] Web: www.crab.com.bd

(ii) A person interested to get a prospectus may obtain from the Issuer and the Issuer Manager(s);

(iii) “If you have any query about this document, you may consult the Issuer, Issue Manager and Underwriter”;

(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. [•] i.e. ‘[•] times’ of the face value. The issue price has been determined and justified by the issuer and the issue manager/bidding by the eligible investors 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) (201-211).”

(vii) ‘Issuer’s Absolute Responsibility

"The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this red-herring prospectus contains all material information with regard to the issuer and the issue, that the information contained in the red-herring 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."

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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;

Copy of the Red-Herring Prospectus of Aman Tex Limited may be obtained from the following institutions:

ISSUE MANAGERS CONTACT PERSON CONTACT NUMBER


City Center (Level - 24) 90/1 Motijheel C/A, Dhaka – 1000



Tel: + 88 02 951 26 21 Fax: + 88 02 956 11 07


ICB Capital Management Ltd. Green City Edge (5th & 6th Floor),

89 Kakrail, Dhaka-1000.


Tel: +880-2-830 04 21, 830 03 95, 830 05 55, 830 03 67 FAX: +880-2-830 03 96

E-mail: [email protected] Web: www.icml.com.bd

REGISTRAR TO THE ISSUE CONTACT PERSON CONTACT NUMBER Sonali Investment Limited Sara Tower (11th Floor), 11/A, Toyenbee Circular Road, Motijheel C/A,

Dhaka.

Mr. Biswanath Paul



web: www.silbd.com


LankaBangla Investments Limited City Center (Level - 24)

90/1 Motijheel C/A, Dhaka – 1000

Mr. Hassan Zabed Chowdhury Chief Executive Officer


Website: www.lankabangla-investments.com



Tel: +880-2-830 04 21, 830 03 95, 830 05 55, 830 03 67

FAX: +880-2-830 03 96 E-mail: [email protected]


UNICAP Investments Limited Noor Tower (4th Floor), 73 Sonargoan Road,

Dhaka-1205

Mr. Salamul Latif Choudhury Chief Executive Officer (Current Charge)

Tel: + 88 02 963 21 61

Fax: + 88 02 963 21 63 e-mail: [email protected] Website: www.unicap-investments.com

Green Delta Capital Limited Green Delta AIMS Tower,

51-52, Mohakhali C/A, Dhaka-1212

Mr. Kazi Ahmed Sabihuzzaman Accounting Controller & Company

Secretary

Tel: + 88 02 985 19 02 Fax: + 88 02 989 82 27

e-mail: [email protected] Website: www.greendeltacapital.com

IIDFC Capital Limited

Eunoos Trade Center (Level 7), 52-53 Dilkusha C/A, Dhaka-1000

Mr. Mohammad Saleh Ahmed Chief Executive Officer

Tel: + 88 02 951 46 37-8 Fax: +88 02 951 46 41 e-mail: [email protected]

Website: www.iidfc.com

EBL Investments Limited 59 Motijheel C/A, 1st Floor, Dhaka- 1000

Mr. Pankaj Kumar Mutsuddi Head of Primary Market Operations

Tel: +88-02-4711 10 96

Fax: +88-02-4711 12 18 e-mail: [email protected] Website: www.eblinvestments.com

MIDAS INVESTMENT LIMITED MIDAS Centre (6th Floor), House – #05, Road – 16 (New), 27 (old) Dhanmondi, Dhaka – 1209

Mr. Mohammaed Hafiz Uddin


Tel: + 88 02 911 93 71 Fax: + 88 02 814 20 85

e-mail: [email protected] Website: www.midasinvbd.com

BD FINANCE CAPITAL HOLDINGS LIMITED 64 Motijheel C/A, 3rd Floor, Dhaka-1000

Mr. Barun Prasad Paul Managing Director & CEO (CC)

Tel: + 88 02 958 81 86-7 Fax: + 88 02 958 81 85 e-mail: [email protected]

Website: www. bdcapital.com.bd



Dina Ahsan


Tel: + 88 02 9584979

Fax: + 88 02 7114374




Swantex Bhaban (4th Floor), 9/1, Motijheel C/A

Dhaka-1000

Ahmed Yousuf Abbas


Tel: + 88 02 9566670

Fax: + 88 02 9568668




Tajwar Center (5th Floor), House-34, Road-19/A,

Block-E, Banani, Dhaka-1213



Tel: + 88 01730320024

Fax: + 88 0248810314




PFI Tower (6th Floor), 56-57 Dilkusha C/A, Dhaka-1000

Md. Rezual Haque


Tel: + 88 02 9584874

Fax: + 88 02 9584922



ISSUER COMPANY CONTACT PERSON CONTACT NUMBER

Aman Tex Limited 2 Ishakha Avenue, Sector-06, Uttara,

Dhaka-1230, Bangladesh

Mr. Md. Golam Sorwar Mozomder

Chief Financial Officer

Tel: +88 02 791 16 91-3, FAX: +880-2-589 505 10

E-mail: [email protected] Web: www.amantexbd.com



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Muhamamd Husain Ahmed Faruqi


Tel: + 88 02 44850100

Fax: + 88 02 44850065




2, D.I.T. Avenue (Extension), 3rd Floor, Motijheel

C/A

Dhaka-1000



Tel: + 88 01715-079440

Fax: + 88 02 9585985






Nomanur Rashid


Tel: + 88 01833148258

Fax: + 88 02 47120447



STOCK EXCHANGES CONTACT PERSON CONTACT NUMBER

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

Mr. Md. Afzalur Rahman Manager

Tel: +88 02 956 46 01-7, +88 02 966 69 44-8

Fax: +88 02 956 9755, +88 02 956 47 27 e-mail: [email protected]

website: www.dsebd.org

Chittagong Stock Exchange Limited CSE Building, 1080, Sheikh Mujib Road,

Chittagong - 4100

Mr. Mohammad Jabed Sarwar Assistant Manager

Tel: +88 031 714 632-3

+88 031 720 871 Fax: +88 031 714 101; +88 02 951 39 11-15

e-mail: [email protected] website: www.cse.com.bd

Prospectus is also available on the websites of Aman Tex Limited (www.amantexbd.com), LankaBangla Investments Limited (www.lankabangla-investments.com), ICB Capital Management Limited (www.icml.com.bd), BSEC (www.sec.gov.bd), DSE (www.dsebd.org), CSE (www.csebd.com) and Public Reference room of the Bangladesh Securities and Exchange Commission (BSEC) for reading and studying.

(ii) Names and dates of the newspapers where abridged version of prospectus was published:

Prospectus is published in the following Newspapers:

NAME OF THE NEWSPAPER DATE OF PUBLICATION [•] [•]

[•] [•]

[•] [•]

[•] [•]

[•] [•]

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(iii) DEFINITIONS AND ACRONYMS OR ELABORATION

Term Elaboration

ATL Aman Tex Limited

Allotment Letter of Allotment for Shares

BERC Bangladesh Energy Regulatory Commission

BSEC Bangladesh Securities and Exchange Commission

BAS Bangladesh Accounting Standards

BB Bangladesh Bank

BSA Bangladesh Standard of Auditing

BO A/C Beneficiary Owner’s Account or Depository Account

CDBL Central Depository Bangladesh Limited

Certificate Share Certificate

CIB Credit Information Bureau

Commission Bangladesh Securities and Exchange Commission

Companies Act Companies Act, 1994 (Act No. XVIII of 1994)

CSE Chittagong Stock Exchange Limited

Depository Act Depository Act, 1999

DSE Dhaka Stock Exchange Limited

EPS Earnings Per Share

FC Account Foreign Currency Account

FI Financial Institution

GOB Government of The People’s Republic of Bangladesh

IAS International Accounting Standards

IPO Initial Public Offering

Issue Public Issue of Shares of Aman Tex Limited

Issuer Aman Tex Limited

NAV Net Asset Value

NBR National Board of Revenue

NRB Non-Resident Bangladeshi

Offer Price The Price of the Shares of Aman Tex Limited being Offered

Ordinance Securities and Exchange Ordinance, 1969

P/BV Price to Book Value

P/E Price Earnings Ratio

TS Textile Sector

Registered Office Head Office of the Company

RMG Ready-Made Garments

RJSC Registrar of Joint Stock Companies & Firms

Securities/Shares Shares of Aman Tex Limited

Sponsors The Sponsor Shareholders of Aman Tex Limited

SND Accounts Short Notice Deposit Account

Stockholders Shareholders

Subscription Application Money

WTP Water Treatment Plant

Stock Exchange(s) Unless the context requires otherwise, refers to, the DSE & CSE where Ordinary shares will be listed.

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Table of Contents

Section No. Particulars Page No.

i. Executive Summary 9-14

ii. Conditions imposed by the Commission 15-17

iii. Declaration and Due Diligence Certificates 18-41

iv. About the issuer 41-43

v. Corporate directory of the Issuer 44-44

vi. Description of the Issuer 45-142

Summary 45

General Information 46

Capital Structure 57

Description of Business 60

Description of Property 68

Plan of Operation and Discussion of Financial Condition 95

vii. Management’s discussion and analysis of financial condition and results of operations

143-146

viii. Directors and Officers 147-160

ix. Certain Relationships and Related Transactions 161-162

x. Executive Compensation 163-164

xi. Options granted to Directors, Officers and Employees 165-165

xii. Transaction with the Directors and Subscribers to the Memorandum 165-165

xiii. Ownership of the Company’s Securities 166-172

xiv. Corporate Governance 173-190

xv. Valuation Report of securities prepared by the Issue Manager 191-194

xvi. Debt Securities 195-195

xvii. Parties involved and their responsibilities 195-195

xviii. Material contracts 196-199

xix. Outstanding Litigations, Fine or Penalty 200-200

xx. Risk Factors and Management’s Perceptions about the Risks 201-211

Internal Risk Factors 201

External Risk Factors 208

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xxi. Description of the Issue 212-212

xxii. Use of Proceeds 213-249

xxiii. Lock-in 250-250

xxiv. Markets for the Securities Being Offered 251-251

xxv. Description of securities outstanding or being offered 252-253

xxvi. Financial Statements 254-328

Auditor’s Report to the Shareholders of Aman Tex Limited for the Year Ended 30 June 2018

254

Information as is required under section 186 of the , 1994 relating

to holding company 302

Selected ratios as specified in Annexure-D 302

Auditors report under Section 135(1), Para 24(1) of Part II of Schedule III of the , 1994

310

Financial Spread Sheet analysis for the latest audited financial statements 313

Auditors Certificates 318

xxvii. Credit Rating Report 329-337

xxviii. Public Issue Application Procedure 338-343

xxix. Others 344-350

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SECTION: I EXECUTIVE SUMMARY (a) About the Industry

With a tradition of producing globally recognized one of the finest fabrics in the world namely ‘Muslin’, Bangladesh has emerged as second largest apparel exporter in the world. The apparel industry is almost 40 years old today and it is in the best position now to deliver more efficiently and effectively to the world. Bangladesh has been well known for producing low price basic garments in volume but now is undergoing a huge transformation. Companies in Bangladesh are producing top quality value added products for brands like ‘Hugo Boss’ and they are also supplying major volume of Fast Fashion products for Zara-Inditex and H&M. At the same time the country is producing low cost big volumes for brands like Walmart, Primark, JC Penny, Carrefour, K-Mart, Target etc.

Textile and clothing sector play a vital role in the growth of economy; generation of more than 65% of the country’s industrial employment and 81% of the export earnings. The industry employs about 5 million workers of whom 80% are women. Until the liberation of Bangladesh, the textile sector was primarily an import-substitution industry. It began exporting ready-made garments (RMG) including woven, knitted and sweater garments in 1978, which grew spectacularly during the next two and a half decades from US$3.5 million in 1981 to US$10.7 billion in FY 2007.

Bangladesh RMG sector is the largest export-oriented sector of Bangladesh which shares around 81.23% of the country’s total export earnings and accounts for 12.76% of GDP of this growing economy as of FY17. At the end of FY17, RMG industry of the country reckoned total export of USD 28.15bn, which is 0.20% up from that of previous year. Major export destination for Bangladesh RMG products is EU, followed by USA and other countries. RMG exports is flourishing and sees growth in volume in future as the products enjoy preferential export facilities under Generalized System of Preference (GSP) and EBA scheme with EU by means of trade concessions, Trade and Investment Corporation Forum Agreement (TICFA) with US and duty-free access to India, China and South Korea.

The Milestones of the RMG Industry:

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

Date Sources: www.bgmea.com.bd, www.textiletoday.com.bd and Bangladesh Investment Guide 2018 (b) About the Issuer

Aman Tex Limited (ATL) was incorporated as a private limited company on 22 August 2004 Vide Registration No. C-53999(694)/004 and subsequently converted into a public limited company on 24 May 2016 with Registrar of Joint Stock Companies and Firms (RJSC) in Bangladesh under the Companies Act, 1994. The Company started its commercial operation from the inception of May 2009.

The principle activities of the Company are textile knitting, dying and finally to producing 100% export-oriented garments products and exporting thereof. The plant of the company is equipped with world famous various brand European machineries.

A short profile about the Company is presented below:

Particulars Status

Date of incorporation as private Limited Company 22 August 2004

Commenced commercial operation 01 May 2009

Conversion date from Private Limited Company to Public Limited Company

24 May 2016

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Particulars Status

Share split from Tk. 100/- to Tk. 10/ 29 October 2015

Authorized capital as on 30 June 2018 BDT 2,000,000,000/-

Paid up capital as on 30 June 2018 BDT 803,700,000/-

International recognition of the Company Environmental Management System: ISO 14001:2004 Quality Management System: ISO 9001:2008

Nature of business 100% export Composite Knit Textile and Garments Industries

Major raw materials Yarn, Dyes and Chemicals

Finished product Ready Made Garments (Knit)

Location of the factory Boiragirchala, Sreepur, Gazipur, Bangladesh

Total area of the factory 608.25 decimal

Total manpower 30 June 2018 4,541 nos. person

(c) Financial Information

Sl. Particulars 30-June-18 30-June-17 30-June-16 30-June-15 30-June-14

Amount in BDT

1 Turnover 3,564,589,658 3,530,213,554 3,517,402,447 3,351,217,043 3,295,758,322

2 Gross Profit 559,933,497 625,159,139 678,562,069 778,944,175 741,720,541

3 Net Profit Before Tax 383,721,662 392,827,078 373,961,669 422,616,376 394,271,023

4 Net Profit after Tax 348,861,548 339,251,104 324,978,940 401,202,236 355,217,892

5 Total Assets 5,300,138,573 5,136,544,021 5,306,607,067 4,631,128,540 4,084,914,119

6 Paid-up Capital 803,700,000 28,200,000 28,200,000 20,000,000 20,000,000

7 Retained Earnings 1,312,401,579 1,739,040,031 1,399,788,927 1,074,809,987 673,607,751

8 No. of Shares 80,370,000 2,820,000 2,820,000 2,000,000 2,000,000

9 Face Value 10 10 10 10 10

10 NAV per share 36.64 919.92 879.88 1,042.88 742.72

11 Earnings per Share* 4.34 4.22 4.04 4.99 4.42

*Considering total number of outstanding shares of 80,370,000.

(d) Features of the Issue and Its Objects

Cut-Off Price : [•]

Public Offering Price : [•]

Number of Shares to be Offered : [•]

Total Issue Size : BDT 2,000,000,000

Issue Manager : LankaBangla Investments Limited

ICB Capital Management Limited

Register to the Issue : Sonali Investment Limited

Objectives of the Issue :

For acquisition & installation of brand-new machineries for expansion of existing project, for increasing its capacity and partial repayment of ATL’s debt.

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(e) Legal and Other Information

Particulars License Issuer/ Issuing Authority Registration/Certifica

te/ License No. Issue Date Renewal Date Expiry Date

Certificate of

Incorporation

Registrar of Joint Stock Companies

and Firms (RJSC) C-53999(694)/004 22-08-2004 N/A N/A

E-TIN Certificate National Board of Revenue (NBR) 133509752337 23-03-2014 N/A N/A

VAT Registration

Certificate

Custom, Excise & VAT Agrabad

Division, Chittagong 000259875 06-06-2017 N/A N/A

Business Identification

Number (BIN) Details National Board of Revenue (NBR) 000259875 06-06-2017 N/A N/A

Trade license Sreepur Municipality, Gazipur 126/17-18 09-07-2017 09-07-2017 30-06-2019

Fire License Bangladesh Fire Service and Civil

Defense (Dhaka Division) Dhaka/21257/2008 25-09-2014 04-07-2017 30-06-2019

Factory License Gazipur District 14118 07-04-2009 02-08-2017 30-06-2019

IRC Controller office of Import and

Export, Dhaka 0190468 04-09-2008 23-07-2017 30-06-2019

ERC Controller office of Import and

Export, Dhaka 0093267 28-08-2008 18-07-2017 30-06-2019

Environment clearance Certificate

Department of Environment,

Gazipur 18-03556 08-06-2009 05-04-2018 07-06-2019

BGMEA Member Certificate

Bangladesh Garment Manufacturers

& Exporters Association 4808 04-01-2018 04-01-2018 31-12-2019

BGMEA Insurance Benefit Certificate

Bangladesh Garment Manufacturers

& Exporters Association 220 26-07-2018 01-08-2017 31-12-2019

BERC License Bangladesh Energy Regulatory

Commission

BERC/POWRER/CPP-

0115/L/0199/1438 31-05-2009 29-09-2016 30-05-2020

Board of Investment (BOI)

Bangladesh Investment

Development Authority L-62090801020 29-01-2008 N/A N/A

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(f) Promoters’ Background

MD. RAFIQUL ISLAM

Md. Rafiqul Islam, aged 55, Bangladeshi, was the founder Chairman of this Company. A visionary entrepreneur Mr. Islam is now the Managing Director of the Company. He did his Masters of Science with honors from the University of Rajshahi.

He has more than 36 years of business experience in diversified business areas. He started his business career in the year 1984 engaging him in a family business named Aman Trading Corporation. He became a successful businessman within a short span of time by dint of his sincerity, honesty and hard working. He has established a good number of companies operating in the field of agriculture, research, cement, garments, textile, dying, feed mills, poultry & hatchery project etc. Under his dynamic leadership, Aman Group could establish its position in the corporate arena with a short span of time. He has gradually built a good number of successful business which houses now as a big conglomerate under the banner of Aman Group consisting of more than 25 companies. Currently, he is the Chairman of Aman Feed Ltd., Aman Economic Zone Ltd. and Anwara Poultry & Hatchery Ltd. He is also the Managing Director of dozens of companies including Aman Tex Ltd., Aman Cement Mills Ltd., Aman Cold Storage Ltd., Milan Cold Storage Ltd., Aman Agro Industries Ltd., Aman Plant Tissue Culture Ltd., Aman Shipyard Ltd., Aman Green Energy Ltd., Akin Feed Ltd., Anwara Cold Storage Ltd., Aman Steel Mills Ltd. and Aman Foods Ltd. Mr. Islam is the Director of Aman Poultry & Hatchery Ltd. and Aman Breeders Ltd. He is also the Proprietor of Islam Brothers & Co. and Aman Trading Corporation. MD. TIPU SULTAN

Mr. Md. Tipu Sultan, aged 54 Years who was a sponsor Director of Aman Tex Limited. He is a renowned business man and

graduate from University of Dhaka, born in a high esteemed Muslim family. He has vast technical and sector knowledge

in line of Garments and Textiles Industry and business activities. On the September 15, 2005, he transferred his entire

share to Mr. Md. Rafiqul Islam (50%), Mr. Md. Shofiqul Islam (25%) and Mr. Md. Toufiqul Islam (25%) and presently he

has no relation with the company.

MD. SHOFIQUL ISLAM

Md. Shofiqul Islam, aged 53, Bangladeshi, is the Sponsor Director of the Company. He is a graduate of Arts. He started his business career in the year 1991 by joining in family business with a vision to contribute in the generation of employments for the rural mass of the country through establishment of potential industrial units in different disciplines.

He is the Chairman of Akin Feed Ltd., Anwara Cold Storage Ltd., Aman Steel Mills Ltd., also the Managing Director of Aman Feed Ltd., Anwara Poultry & Hatchery Ltd., Director of Aman Foods & Beverage Ltd., Aman Foods Ltd., Aman Tex Ltd., Aman Cement Mills Ltd., Aman Seeds Storage Ltd., Aman Poultry & Hatchery Ltd., Aman Cold Storage Ltd., Milan Cold Storage Ltd., Aman Agro Industries Ltd., A. M. Cold Storage Ltd., Aman Plant Tissue Culture Ltd., Aman Associates Ltd., Anwara Mannan Textile Mills Ltd., Aman Breeders Ltd., Aman Jute Fibrous Ltd., Aman Packaging & Accessories Ltd., Aman Cotton Fibrous Unit-2 Ltd., Aman Tex Unit-2 Ltd., Juvenile Trade International Ltd., Aman Packaging Ltd., Aman Shipyard Ltd., Aman Green Energy Ltd., Aman Economic Zone Ltd., and Proprietor of M/s Juvenile Construction. MD. TOUFIQUL ISLAM

Md. Toufiqul Islam, aged 44, Bangladeshi, is the Sponsor Director of the Company. He is an MBA. He started his business career in the year 1996 by joining in family business with a vision to contribute in the generation of employments for the mass people of the rural areas of the country through establishment of potential industrial units in different disciplines.

He is also the Managing Director of Aman Breeders Ltd., Juvenile Trade International Ltd., Aman Economic Zone Ltd., Director of Aman Feed Ltd., Aman Tex Ltd., Aman Cement Mills Ltd., Aman Seeds Storage Ltd., Aman Cold Storage Ltd., Milan Cold Storage Ltd., Aman Agro Industries Ltd., A. M. Cold Storage Ltd., Aman Plant Tissue Culture Ltd., Aman Associates Ltd., Anwara Mannan Textile Mills Ltd., Aman Jute Fibrous Ltd., Aman Packaging & Accessories Ltd., Aman Cotton Fibrous Unit-2 Ltd., Aman Tex Unit-2 Ltd., Aman Foods & Beverage Ltd., Aman Packaging Ltd., Aman Shipyard Ltd., Aman Green Energy Ltd., Akin Feed Ltd., Anwara Poultry & Hatchery Ltd., Anwara Cold Storage Ltd., Aman Steel Mills Ltd., Aman Foods Ltd., and Proprietor of M/s R S & T International.

Page | 13

(g) Capital Structure and History of capital raising

Particulars No. of Ordinary Shares Nominal price Amount (BDT)

Before IPO:

Authorized Capital 200,000,000 10/- 2,000,000,000

Issued, Subscribed and Paid up capital 80,370,000 10/- 803,700,000

Total paid up capital before IPO (A) 80,370,000 10/- 803,700,000

After IPO:

To be issued as IPO (B) [•] [•] [•]

Paid up capital (Post IPO) (A+B) [•] [•] [•]

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

Date of Allotment Nominal

Price Issue Price

Number of Shares Issued Amount of Share Capital

(BDT) In cash

Other than in cash

Bonus Share

22 August 2004: First (Subscription to the Memorandum & Articles of Association at the time of Incorporation)

10/- 10/- 2,000,000 - - 20,000,000

30 April 2016: 2nd allotment 10/- 50/- 820,000 - - 8,200,000

03 December 2017: 3rd allotment 10/- 10/- - - 77,550,000 775,500,000

Total 803,700,000

(h) Summary of Valuation Report of securities

Sl. No. Valuation Methods Fair Value (BDT)

Method-1 Net Asset value (NAV) per share (with Revaluation) 36.64

Net Asset value (NAV) per share (without Revaluation) 29.15

Method-2 Earning-based value per share (Considering Sector P/E) 77.74

Earning-based value per share (Considering Market P/E) 66.73

Method-3 Average Market Price of Similar Stocks Based Valuation 43.70

The detailed valuation workings of the above-mentioned methods are furnished under the head of “Valuation Report of securities prepared by the Issue Manager” in this prospectus.

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(i) Others

DECLARATION REGARDING ANY MATERIAL CHANGE INCLUDING RAISING OF PAID-UP CAPITAL AFTER THE DATE OF AUDITED FINANCIAL STATEMENTS AS INCLUDED IN THE PROSPECTUS

This is to declare that, to the best of our knowledge and belief, there is no material change including Raising of Paid-Up

Capital after the date of Audited Financial Statements i.e. June 30, 2018 as incorporated in the Red Herring Prospectus.

For Aman Tex Limited, Sd/- Md. Rafiqul Islam Managing Director Place: Dhaka Date: 15th October, 2018

DECLARATION OF LANKABANGLA INVESTMENTS LIMITED REGARDING ISSUE MANAGER OR ANY OF ITS CONNECTED PERSONS HOLDING OF ANY SECURITIES OF AMAN TEX LIMITED

This is to declare that, the LankaBangla Investments Limited or any of its connected persons is no way connected with Aman Tex Limited or any of its connected person nor does hold any securities.

For LankaBangla Investments Limited, Sd/- Hassan Zabed Chowdhury Chief Executive Officer

Place: Dhaka Date: 22nd October, 2018

DECLARATION OF ICB CAPITAL MANAGEMENT LIMITED REGARDING ISSUE MANAGER OR ANY OF ITS CONNECTED PERSONS HOLDING OF ANY SECURITIES OF AMAN TEX LIMITED

This is to hereby declared that the Issue Manager “ICB Capital Management Limited” or any of its connected persons is

in no way connected with the Issuer “Aman Tex Limited” or any of its connected person nor does hold any securities

thereof.

Sd/- Md. Sohel Rahman Chief Executive Officer (Additional Charge)


Date: October 21, 2018

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SECTION: II CONDITIONS IMPOSED BY THE COMMISSION

CONDITIONS IMPOSED BY THE COMMISSION UNDER RULE 4(2) OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2015

(a) Conducting road show and submission of application:

(i) The issuer/issue manager shall send invitation to the eligible investors, both in writing and through publication

in at least 5 (five) widely circulated national dailies, giving at least 10 (ten) working days’ time, to the road show indicating time and venue of such event. The invitation letter shall accompany a red-herring prospectus containing all relevant information covering the proposed size of the issue and at least 3 (three) years audited financial statements and valuation report, prepared by the issue manager without mentioning any indicative price, as per internationally accepted valuation methods. The red-herring prospectus shall be prepared without mentioning the issue price or number of securities to be offered;

(ii) Representatives from the exchanges shall present in the road show as observers;

(iii) Eligible investors shall submit their comments and observations, if any, to the issuer or issue manager within

03 (three) working days of the road show;

(iv) After completion of the road show, the red-herring prospectus shall be finalized on the basis of comments and observations of the EIs participated in the road show. The valuation report as finalized must be included in the red-herring prospectus including detail about the qualitative, quantitative factors and methods of valuation;

(v) The application along with the red-herring prospectus and required documents shall be simultaneously

submitted to the Commission and the exchanges as per rule 4(1)(a).

(b) Consent for bidding to determine the cut-off price: After examination of the prospectus and relevant documents, the Commission, if satisfied, shall issue consent to commence bidding by the eligible investors for determination of the cut-off price.

(c) Determination of the cut-off price:

(i) Eligible investors shall participate in the electronic bidding and submit their intended quantity and price:

Provided that any connected person or related party of the issuer, issue manager or registrar to the issue shall not be eligible to participate in the bidding;

(ii) No eligible investor shall quote for more than 2% (two percent) of the total amount offered against their respective quota;

(iii) Eligible investors’ bidding shall be opened for 72 (seventy-two) hours round the clock;

(iv) The bidding shall be conducted through a uniform and integrated automated system of the exchanges, especially developed for pubic issue subscription;

(v) The value of bid at different prices will be displayed on the screen without identifying the bidders;

(vi) The bidders shall deposit at least 20% (twenty percent) of the bid amount in advance in the designated bank account maintained by the exchange conducting the bidding;

Page | 16

(vii) The bidders can revise their bids for once, within the bidding period, up to 10% (ten percent) variation of their first bid price;

(viii) After completion of the bidding period, the cut-off price will be determined at nearest integer of the lowest bid price at which the total securities offered to eligible investors would be exhausted;

(ix) All the eligible investors participating in the bidding shall be offered to subscribe the securities at the

cut-off price. It is mandatory for EIs bidding at or above the cut-off price to subscribe up to their intended quantity but optional for EIs bidding below the cut-off price;

(x) The EIs excluding mutual funds and CIS shall be allotted securities on pro-rata basis at the cut-off price. Mutual funds and CIS shall be allotted securities reserved for them on pro-rata basis;

(xi) The securities shall be offered to general public for subscription at an issue price to be fixed at 10% discount (at nearest integer) from the cut-off price;

(xii) The issuer and the issue manager shall prepare the draft prospectus including the status of bidding, cut-

off price, list of eligible investors with number of securities subscribed for, price and number of securities for offering to the general public and submit with relevant documents, simultaneously to the Commission and the exchanges within 5 (five) working days from the closing day of bidding.

(d) Subscription by the eligible investors:

(i) After examination of the draft prospectus and relevant documents, the Commission, if satisfied, shall issue

consent for raising of capital from the general public and approve the prospectus;

(ii) The balance amount of subscription shall be paid by the eligible investors prior to the date of opening of subscription to the general public:

provided that in case of failure to deposit the remaining amount by the eligible investors, advance bid money deposited by them shall be forfeited by the Commission and the unsubscribed securities shall be taken up by the underwriters.

Page | 17

ELIGIBLE INVESTOR OR EI

As per Rule 2(1)(e) of the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015: “eligible investor or EI” means the following institution who has business operation or investment in Bangladesh and registered with the electronic subscription system of the exchanges: -

i Merchant Bankers and Portfolio Managers; ii Asset Management Companies;

iii Mutual Funds and Collective Investment Scheme (CIS); iv Stock Dealers; v Banks;

vi Financial Institutions; vii Insurance Companies;

viii Alternative Investment Fund Managers; ix Alternative Investment Funds; x Foreign Investors having account with any Securities Custodian registered with the Commission;

xi Recognized Provident Funds, Approved Pension Funds and Approved Gratuity Funds; and xii Other Institutions as approved by the Commission;

ALLOCATION OF SHARES OF AMAN TEX LIMITED (ATL)

As per Rule 4 (2)(C)(x),(xi) and Rule 6 of the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 the shares of ATL will be allocated in the following manner:

Eligible Investors (EI) General Public (GP)

EI excluding Mutual Funds and CIS

Mutual Funds and CIS GP excluding

NRB NRB

50% at the cut‐off price 10% at the cut‐off price 30% at 10% discount (at

nearest integer) from the cut‐off price

10% at 10% discount (at nearest integer) from the

cut‐off price

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SECTION: III DECLARATION AND DUE DILIGENCE CERTIFICATES

DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS, INCLUDING THE CEO OF THE ISSUER IN RESPECT OF THE RED HERRING PROSPECTUS

Annexure-A [See rule 4 (1)(d)]

This red-herring prospectus has been prepared, seen and approved by us, and we, individually and collectively, accept full responsibility for the authenticity, accuracy and adequacy of the statements made, information given in the prospectus, documents, financial statements, exhibits, annexes, papers submitted to the Commission in support thereof, and confirm, after making all reasonable inquiries that all conditions concerning this public issue and prospectus have been met and that there are no other information or documents, the omission of which make any information or statements therein misleading for which the Commission may take any civil, criminal or administrative actions against any or all of us as it may deem fit. We also confirm that full and fair disclosures have been made in this prospectus to enable the investors to make a well-informed decision for investment.

Sd/- Md. Shofiqul Islam Chairman

Sd/- Md. Rafiqul Islam Managing Director

Sd/- Md. Toufiqul Islam Director

Sd/- Md. Toriqul Islam Director

Sd/- Md. Iftikhar-Uz-Zaman Independent Director

Place: Dhaka Date: 15th October, 2018

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Annexure-B

DUE DILIGENCE CERTIFICATE OF THE ISSUE MANAGER [Rule 4(1)(d)]

To The Bangladesh Securities and Exchange Commission Sub: PUBLIC OFFER OF [•] ORDINARY SHARES OF TK. 2,000,000,000/- BY AMAN TEX 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 prospectus are true, fair and adequate to enable the investors to make a well-informed decision for investment in the proposed issue and such disclosures are in accordance with the requirements of the Companies Act, 1994, the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 and other applicable laws;

(d) Besides ourselves, all the intermediaries named in the prospectus are registered with the Commission and that till date such registrations are valid;

(e) We have satisfied ourselves about the capability of the underwriters to fulfill their underwriting commitments; (f) The proposed activities of the issuer for which the funds are being raised in the present issue fall within the ‘main

objects’ listed in the object clause of the Memorandum of Association or other charter of the issuer and that the activities which have been carried out till now are valid in terms of the object clause of its Memorandum of Association;

(g) Necessary arrangements have been made to ensure that the moneys to be received pursuant to the issue shall be kept in a separate bank account and shall be used for the purposes disclosed in the use of proceeds section of the prospectus;

(h) All the applicable disclosures mandated in the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 have been made in addition to other disclosures which, in our view, are fair and adequate to enable the investor to make a well-informed decision;

(i) We enclose a note explaining how the process of due diligence has been exercised by us in view of the nature of current business background or the issuer, situation at which the proposed business stands, the risk factors, sponsors experiences etc. We also confirm that the due diligence related process, documents and approval memos shall be kept in record by us for the next 5 (five) years after the IPO for any further inspection by the Commission;

(j) We enclose a checklist confirming rule-wise compliance with the applicable provisions of the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 containing details such as the rule number, its text, the status of compliance, page numbers of the prospectus where the rules has been complied with and our comments, if any;

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

Sl. No.

Name of the Issue Publication

Date of Prospectus

Listing Year

Issue Price

Dividend Payment History

2014 2015 2016 2017 2018

1. The Peninsula Chittagong Limited

25-Feb-14 2014 30.00 10% C 10% C, 5% B

10% C 5% C 5% C

2.

United Power Generation & Distribution Company Limited

14-Dec-14 2015 72.00 30% C, 10% B

- 125% C 90% C, 10% B

90% C, 20% B

3. Aman Feed Limited

29-Apr-15 2015 36.00 - 10% C, 20% B

20% C, 10% B

20% C, 10% B

20% C, 10% B

4. Regent Textile Mills Limited

17-Sep-15 2015 25.00 - - 10% C, 5% B

10% C 5% B

5. Evince Textiles Limited

07-Apr-16 2016 10.00 - - 10% C, 20% B

10% B -

6. aamra networks limited

11-Jul-17 2017

Cut Off Price: 39.00

- - - 10% C 10% C Issue Price: 35.00

Note: B refers to Bonus/Stock Dividend; C refers to Cash Dividend For the Issue Manager: Sd/- Hassan Zabed Chowdhury Chief Executive Officer LankaBangla Investments Limited Place: Dhaka Date: 22nd October, 2018

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Annexure-B

DUE DILIGENCE CERTIFICATE OF THE ISSUE MANAGER [Rule 4(1)(d)]

To The Bangladesh Securities and Exchange Commission Sub: PUBLIC OFFER OF [•] ORDINARY SHARES OF TK. 2,000,000,000/- BY AMAN TEX 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:

(l) The prospectus filed with the Commission is in conformity with the documents, materials and papers relevant to the issue;

(m) All the legal requirements relating to the issue as also in the rules, notification, guidelines, instructions, etc. framed/issued by the Commission, other competent authorities in this behalf and the Government have been duly complied with;

(n) The disclosures made in prospectus are true, fair and adequate to enable the investors to make a well-informed decision for investment in the proposed issue and such disclosures are in accordance with the requirements of the Companies Act, 1994, the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 and other applicable laws;

(o) Besides ourselves, all the intermediaries named in the prospectus are registered with the Commission and that till date such registrations are valid;

(p) We have satisfied ourselves about the capability of the underwriters to fulfill their underwriting commitments; (q) The proposed activities of the issuer for which the funds are being raised in the present issue fall within the ‘main

objects’ listed in the object clause of the Memorandum of Association or other charter of the issuer and that the activities which have been carried out till now are valid in terms of the object clause of its Memorandum of Association;

(r) Necessary arrangements have been made to ensure that the moneys to be received pursuant to the issue shall be kept in a separate bank account and shall be used for the purposes disclosed in the use of proceeds section of the prospectus;

(s) All the applicable disclosures mandated in the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 have been made in addition to other disclosures which, in our view, are fair and adequate to enable the investor to make a well-informed decision;

(t) We enclose a note explaining how the process of due diligence has been exercised by us in view of the nature of current business background or the issuer, situation at which the proposed business stands, the risk factors, sponsors experiences etc. We also confirm that the due diligence related process, documents and approval memos shall be kept in record by us for the next 5 (five) years after the IPO for any further inspection by the Commission;

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

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

Sl. Issue Month/Year (July to June) Issue FY Issue Price Dividend Payment History

1

Orion Pharma Limited

2012-13

60.00 2016-15%C 2014- 15%C, 2013- 15%C, 2012- 20%C, 20% B.

Bengal Windsor Thermoplastics Limited 40.00 2016-10%C 2015- 10%B, 2014- 23%C, 2013- 14%C, 8%B,

2

Apollo Ispat Complex Limited

2013-14

22.00 2016-5%C, 10%B 2015- 3%C, 12%B, 2014- 15%B

Shurwid Industries Limited 10.00 2014- 15%B

Saif Powertec Limited 30.00 2016-5%C, 27%B, 2015- 29%B, 2014- 27%B

Western Marin Shipyard Limited 35.00 2014- 5%C, 10%B

3

National Feed Mills Limited

2014-15

10.00 2016-15%B 2014- 10%B

Hamid Fabrics Limited 35.00 2015- 15%C, 5%B, 2014- 10%C, 10%B

4

The ACME Laboratories Limited

2015-16

77.00 2016-35%C 2015-35%C 2014-35%C

Doreen Power Generations and Systems Limited 29.00 2016- 10%C, 20%B

5 BBS Cables Limited 2016-17 10.00 2017-15%B, 5%C

6 Aman Cotton Fibrous Limited 2017-18

Cut-Off Price: 40.00 N/A

Issue Price: 36.00

Note: B refers to Bonus/Stock Dividend; C refers to Cash Dividend For the Issue Manager: Sd/- Md. Sohel Rahman Chief Executive Officer (Additional Change) ICB Capital Management Limited

Place: Dhaka Date: 22nd October, 2018

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DUE DILIGENCE CERTIFICATE BY THE UNDERWRITERS (LANKABANGLA INVESTMENTS LIMITED)

Annexure C

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER [Rule 4 (1)(d)]

To The Bangladesh Securities and Exchange Commission

Sub: PUBLIC OFFER OF [•] ORDINARY SHARES OF TK. 2,000,000,000/- OF AMAN TEX LIMITED Dear Sir, We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows:

1. We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft

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

2. On the basis of such examination and the discussions with the issuer company, its directors and officers, and other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer company.

WE CONFIRM THAT:

a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 1,670,000,000.00 (Taka One Hundred Sixty Seven Crore only) and we have the capacity to underwrite a total amount of Tk. 8,350,000,000.00 (Taka Eight Hundred Thirty Five Crore only) as per relevant legal requirements. We have committed to underwrite for up to Tk. 90,000,000.00 (Taka Nine 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 (in BDT)

1. STS HOLDINGS LIMITED 60,800,000.00

2. AB BANK LIMITED 500,000,000.00

3. DELTA HOSPITAL LIMITED 8,000,000.00

4. RUNNER AUTOMOBILES LIMITED 15,000,000.00

5. ESQUIRE KNIT COMPOSITE LIMITED 20,000,000.00

6. SAMSUL ALAMIN REAL ESTATE LIMITED 30,000,000.00

7. DESH GENERAL INSURANCE COMPANY LIMITED 5,600,000.00

8. ENERGYPAC POWER GENERATION LIMITED 410,000,000.00

9. RATANPUR STEEL RE-ROLLING MILLS LIMITED 75,000,000.00

10. INDEX AGRO LIMITED 35,000,000.00

11. ASHUGANJ POWER STATION COMPANY LIMITED 70,000,000.00

12. WESTERN MARINE SHIPYARD LIMITED 60,000,000.00

13. MODERN STEEL MILLS LIMITED 100,000,000.00

14. BARAKA PATENGA POWER LIMITED 682,500,000.00

15. DRAGON SWEATER AND SPINNING LIMITED 20,000,000.00

16. EGENERATION LIMITED 20,000,000.00

17. RING SHINE TEXTILES LIMITED 43,750,000.00 Total 2,155,650,000.00

Page | 24

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

d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15

(fifteen) days of calling up thereof by the issuer; and

e) This underwriting commitment is unequivocal and irrevocable. For the Underwriter: Sd/- Hassan Zabed Chowdhury Chief Executive Officer LankaBangla Investments Limited Date: October 16, 2018

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DUE DILIGENCE CERTIFICATE BY THE UNDERWRITERS (ICB CAPITAL MANAGEMENT LIMITED)

Annexure C


To The Bangladesh Securities and Exchange Commission Sub: Public offer of [*] Ordinary Shares of BDT. 2,000,000,000.00 of Aman Tex Limited. Dear Sir, We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows:

(1) We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft prospectus, other documents and materials as relevant to our underwriting decision; and

(2) On the basis of such examination and the discussions with the issuer company, its directors and officers, and other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer company.

WE CONFIRM THAT:

(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 329.65 (Three hundred twenty nine point sixty five) crore and we have the capacity to underwrite a total amount of Tk. 2,207.30 (Taka two thousand two hundred seven point three zero) crore as per relevant legal requirements. We have committed to underwrite for up to Tk. 9.00 (nine point zero zero) crore for the upcoming issue.

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

Sl. No. Name of the Company Amount Underwritten (in Tk.)

1 STS Holdings Limited 60,900,000.00

2 Delta Hospital Limited 16,000,000.00

3 ADN Telecom Limited 199,500,000.00

4 Desh General Insurance Company Ltd. 5,600,000.00

5 Energypac Power Generation Ltd. 42,500,000.00

6 Ratanpur Steel Re-Rolling Mills Ltd. 37,500,000.00

7 AB Bank Limited 750,000,000.00

8 Mohammed Elias Brothers POY Manufacturing Limited 10,000,000.00

9 Star Ceramics Limited 62,500,000.00

10 Modern Steel Mills Limited 150,000,000.00

11 Dragon Sweater and Spinning Limited 381,666,660.00

12 eGeneration Limited 20,000,000.00

13 Esquire Knit Composite Limited 40,000,000.00

14 Mir Akhter Hossain Limited 20,000,000.00

Total= 1,796,166,660.00

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

forwarded to the Commission has been approved by us;

Page | 26

(d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15 (fifteen) days of calling up thereof by the issuer; and

(e) This underwriting commitment is unequivocal and irrevocable. For the Underwriter: Sd/- (Md. Sohel Rahman) Chief Executive Officer (Additional Charge) Date: 21 October, 2018

Page | 27

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITERS (GREEN DELTA CAPITAL LIMITED)

Annexure C


To

The Bangladesh Securities and Exchange Commission

Sub: Public offer of ------------------ Ordinary Shares of Tk. 2,000,000,000 (Taka Two Hundred Crore) only of Aman Tex Limited

Dear Sir, We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows:



WE CONFIRM THAT: (a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to

carry out the underwriting activities. Our present paid-up capital stands at Tk 260,00,000.00 (BDT. Twenty-Six Crore) and we have the capacity to underwrite a total amount of TK 13,00,000,000 (BDT One Hundred Thirty Crore) as per relevant legal requirements. We have committed to underwrite for up to Tk. 35,000,000.00 for the upcoming issue.


Sl. No. Name of the Company Amount in Taka


2 Delta Hospital Limited 8,000,000.00

3 Star Ceramics Limited 17,000,000.00

4 Esquire Knit Composite Limited 20,000,000.00

TOTAL 185,000,000.00

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


(e) This underwriting commitment is unequivocal and irrevocable. For the Underwriter: Sd/- Md. Rafiqul Islam Managing Director & CEO Green Delta Capital Ltd

Date:17.10.2018

Page | 28

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITERS (IIDFC CAPITAL LIMITED)

Annexure C


To The Bangladesh Securities and Exchange Commission Sub: Public offer of [ ] Ordinary Shares of BDT 2,000,000,000 of Aman Tex Limited Dear Sir, We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows:

1. We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft

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

2. On the basis of such examination and the discussions with the issuer company, its directors and officers, and

other agencies, independent verification of the statements concerning objects of the issue and the contents of

the documents and other materials furnished by the issuer company.

WE CONFIRM THAT:

a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible

to carry out the underwriting activities. Our present paid-up capital stands at Tk. 600,000,000 (Taka Sixty Crore

Only) and we have the capacity to underwrite a total amount of Tk. 3,000,000,000 (Taka Three Hundred Crore

Only) as per relevant legal requirements. We have committed to underwrite for up to BDT 35,000,000 (Taka

Three Crore Fifty Lac only) for the upcoming issue.


SI. No. Name of The Company Amount Underwritten

(Taka)

1 AB Bank Limited (Rights Share Offer) 280,000,000.00 2 Dragon Sweater & Spinning Limited 30,000,000.00 3 Infinity Technology International Limited 35,000,000.00 4 Modern Steel Mills Limited 50,000,000.00 5 Popular Pharmaceuticals Limited 10,000,000.00 6 Runner Automobiles Limited 15,000,000.00 7 IPDC Finance Limited (Rights Share Offer) 40,300,000.00

8 Mohammed Elias Brothers POY Manufacturing Plant Ltd. 3,500,000.00

9 Achia Sea Foods Limited 14,000,000.00

10 Mir Akhter Hossain Limited 20,000,000.00

11 Ring Shine Textiles Limited 43,750,000.00

Total 541,550,000.00

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


Page | 29



e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter Sd/- Mohammad Saleh Ahmed Chief Executive Officer IIDFC Capital Limited Date: October 15, 2018

Page | 30

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITERS (UNICAP INVESTMENTS LIMITED)

Annexure C


To The Bangladesh Securities and Exchange Commission Sub: PUBLIC OFFER [*] ORDINARY SHARES OF Tk. 2,000,000,000/- OF AMAN TEX LIMITED Dear Sir,

We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows:



WE CONFIRM THAT:

(c) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 250,000,000.00 (Taka Twenty Five crore) only and we have the capacity to underwrite a total amount of Tk. 1,250,000,000.00 (Taka One Hundred Twenty Five crore) only as per relevant legal requirements. We have committed to underwrite for up to Tk. 40,000,000.00(Taka Four crore) for the upcoming issue.

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

Sl. No. Name of the Company Amount Underwritten (in Tk.)

1 Lub-rref (Bangladesh) Limited 30,000,000.00

2 Modern Steel Mills Limited 30,000,000.00

3 Baraka Patenga Power Limited 30,000,000.00

4 Dragon Sweater & Spinning Limited 20,000,000.00

Total= 110,000,000.00



(e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter: Sd/- Salamul Latif Choudhury Chief Executive Officer (Current Charge) UniCap Investments limited Place: Dhaka Date: October 15, 2018

Page | 31

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITERS (MIDAS INVESTMENT LIMITED)

Annexure C


To The Bangladesh Securities and Exchange Commission Sub: Public offer of ordinary Shares of Tk. 2,000, 000,000.00/- of AMAN TEX LIMITED Dear Sir, We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows:

1) We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft prospectus, other documents and materials as relevant to our underwriting decision; and

2) On the basis of such examination and the discussions with the issuer company, its directors and officers, and other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer company.

WE CONFIRM THAT: (a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to

carry out the underwriting activities. Our present paid-up capital stands at Tk 25,00,00,000.00/- (Taka Twenty Five Corer Only) and we have the capacity to underwrite a total amount of Tk. 1,20,62,00,000.00/- (One Hundred Twenty Corer Sixty Two Lac Taka Only) as per relevant legal requirements. We have committed to underwrite for up to Tk. 35,000,000.00/ (Taka Three Corer Fifty Lac Only) for the upcoming issue.


SL NO. NAME OF THE COMPANY AMOUNT UNDERWRITING (in BDT)

01. Mohammad Elias Brothers POY Manufacturing Plant Ltd. 3500,000.00/-

02. IPDC Finance Limited (Right Share) 40,300,000.00/-

TOTAL 4,3800,000.00/-



(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/- Mohammed Hafiz Uddin Chief Executive Officer Date: 16 October, 2018

Page | 32

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITERS (EBL INVESTMENTS LIMITED)

Annexure C


To, The Bangladesh Securities and Exchange Commission Sub: Public Issue of [.] Ordinary Shares of BDT 2,000,000,000.00 under Book-Building Method by Aman Textiles

Limited. Dear Sir, We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows:

1. We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft prospectus,

other documents and materials as relevant to our underwriting decision; and


WE CONFIRM THAT: a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to

carry out the underwriting activities. Our present paid-up capital stands at BDT 300,000,000.00 (Thirty Crore) only and we have the capacity to underwrite a total amount of BDT 1500,000,000.00 (One Hundred & Fifty Crore only) as per relevant legal requirements. We have committed to underwrite for up to BDT 35,000,000.00 (Three crore fifty lac) only for the upcoming issue.



1. Silco Pharmaceuticals Ltd. 26,250,000.00

2. STS Holdings Ltd. 20,000,000.00

3. AB Bank Ltd. 90,000,000.00

4. Delta Hospital Limited 8,000,000.00

5. INDEX Agro Industries ltd. 70,000,000.00

6. Genex Infosys Limited 30,000,000.00

7. Esquire Knit Composite Ltd. 20,000,000.00

8. Shamsul Alamin Real Estate Limited 150,000,000.00

9. Energypac Power Generation Limited 25,000,000.00

10. Ratanpur Steel Re-rolling Mills Limited 450,187,840.00

11. Western Marine Shipyard Limited 50,000,000.00

12. IPDC Finance Limited 40,300,000.00

13. Achia Sea Foods Limited (ASFL). 14,000,000.00

14 Ring Shine Textiles Limited 43,750,000.00

Total 1,037,487,840.00

Page | 33


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/- Tahid Ahmed Chowdhury, FCCA Managing Director EBL Investments Limited Place: Dhaka Date: October 15, 2018

Page | 34

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

Annexure C


To The Bangladesh Securities and Exchange Commission Sub: PUBLIC OFFER OF [•] ORDINARY SHARES OF TK. 2,000,000,000/- OF AMAN TEX LIMITED Dear Sir, We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows:

1. We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft prospectus, other documents and materials as relevant to our underwriting decision; and


WE CONFIRM THAT: a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible

to carry out the underwriting activities. Our present paid-up capital stands at Tk. 2,68,750,000 (Taka Twenty Six Crore Eighty Seven Lac Fifty Thousand only) and we have the capacity to underwrite a total amount of TK. 1,343,750,000/-(Taka One Hundred Thirty Four Crore Thirty Seven Lac Fifty Thousand Only) as per relevant legal requirements. We have committed to underwrite for up to Tk. 40,000,000 (Taka Four Crore only) for the upcoming issue.


SL. No Name of Company Amount Underwritten (In TK.)


2 Express Insurance Limited 15,000,000.00

3 Infinity Technology International Limited 10,000,000.00

Total 275,000,000.00



e) This underwriting commitment is unequivocal and irrevocable. For the Underwriter: Sd/- Barun Prasad Paul Chief Executive Officer/Managing Director (CC) BD FINANCE CAPITAL HOLDINGS LIMITED Date: October 15, 2018

Page | 35

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITERS (PRIME BANK INVESTMENT LIMITED)

Annexure C


To


Sub: PUBLIC OFFER OF [•] ORDINARY SHARES OF TK. 2,000,000,000/- OF AMAN TEX LIMITED




WE CONFIRM THAT:

a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. Tk.3,000,000,000.00 (Three Hundred Crore Only) and we have the capacity to underwrite a total amount of Tk.15,000,000,000 (Taka Fifteen Hundred Crore) as per relevant legal requirements. We have committed to underwrite for up to Tk.60,000,000 (Taka Six Crore Only) for the upcoming issue.



01. Ashugonj Power Station Limited Tk.10,000,000

02. Infinity Technology International Limited Tk.35,000,000

03. Alliance Holdings Limited Tk.41,250,000

04. GQ Ball Pen Industries Ltd Tk.40,200,000

05. Modern Steel Mills Limited Tk.50,000,000

06. IPDC Finance Ltd TK.40,300,000

07. Dragon Sweater and Spinning Limited Tk.20,000,000 Total Tk.236,750,000




For the Underwriter:

Sd/- Tanveer Reza EVP and COO Prime Bank Investment Limited Place: Dhaka Date: October 15, 2018

Page | 36

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITERS (AGRANI EQUITY & INVESTMENT LIMITED)

Annexure C


To


Sub: PUBLIC OFFER OF [•] ORDINARY SHARES OF TK. 2,000,000,000/- OF AMAN TEX LIMITED Dear Sir,




WE CONFIRM THAT:

a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 4,000,000,000.00 (Four Hundred Crore Only) and we have the capacity to underwrite a total amount of Tk. 20,000,000,000.00 (Two Thousand Crore Only) as per relevant legal requirements. We have committed to underwrite for up to Tk. 50,000,000.00 (Five Crore Only) for the upcoming issue.



1. Bangladesh Commerce Bank Ltd. 15,91,00,000.00

2. Navana Real Estate 7,80,00,000.00

3. Karim Spinning 16,00,00,000.00

4. Ashuganj Power Station Company Ltd. 2,50,00,000.00 Total 42,21,00,000.00



e) This underwriting commitment is unequivocal and irrevocable. For the Underwriter: Sd/- (Ahmed Yousuf Abbas) Chief Executive Officer Agrani Equity & Investment Limited Date: 21.10.2018

Page | 37

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITERS (AIBL CAPITAL MANAGEMENT LIMITED)

Annexure C


To The Bangladesh Securities and Exchange Commission Sub: PUBLIC OFFER OF [•] ORDINARY SHARES OF TK. 2,000,000,000/- OF AMAN TEX LIMITED Dear Sir, We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows:



WE CONFIRM THAT:

a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 500,000,000 (Taka Fifty Crore only) and we have the capacity to underwrite a total amount of Tk. 2,500,000,000 (Taka Two Hundred and Fifty Crore only) as per relevant legal requirements. We have committed to underwrite for up to Tk. 40,000,000 (Taka Four Crore only) for the upcoming issue.


Sl. Name of the Company Underwritten (in BDT)

1 Ratanpur Steel Re-Rolling Mills Ltd. 50,000,000.00

2 New Line Clothings Limited. 45,000,000.00

3 Kattali Textile Limited 30,000,000.00

4 Sea Pearl Beach Resort & SPA Limited 32,500,000.00

Total 157,500,000.00



e) This underwriting commitment is unequivocal and irrevocable. For the Underwriter: Sd/- Muhammad Husain Ahmad Faruqi Chief Executive Officer Place: Dhaka Date: October 18, 2018

Page | 38

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITERS (SBL CAPITAL MANAGEMENT LIMITED)

Annexure C


To


Sub: PUBLIC OFFER OF [*] ORDINARY SHARES OF TK. 2,000,000,000/-OF AMAN TEX LIMITED.

Dear Sir,

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



WE CONFIRM THAT:

(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 150.00 Crore (One Hundred Fifty Crore) and we have the capacity to underwrite a total amount of Tk. 750.00 (Seven Hundred Fifty Crore) as per relevant legal requirements. We have committed to underwrite for up to Tk. 4,00,00,000.00 (Four Crore only) for the upcoming issue.


Sl No. Name of the Issue Underwriting Amount (Tk.)

01. Navana Real Estate Limited 10,20,00,000

02. Arian Chemicals Limited 1,00,00,000

03. Rupsha Fish & Allied Industries Ltd. 2,00,00,000

04. AB Bank LIMITED 10,00,00,000

05. Esquire Knit Composite Ltd. 2,00,00,000

06. Star ceramic limited 1,70,00,000

07. SBS Cables 4,19,22,000

08. Modern Steel Mills Limited 3,00,00,000

TOTAL 34,09,22,000




For SBL Capital Management Limited: Sd/- Abu Nayem Md. Ibrahim Chief Executive Officer Date: October 21, 2018

Page | 39

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITERS (ROOTS INVESTMENT LIMITED)

Annexure C


To The Bangladesh Securities and Exchange Commission

Sub: Public offer of [*] Ordinary Shares of BDT. 2,000,000,000.00 of Aman Tex Limited.




WE CONFIRM THAT:

(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at BDT. 250,000,000.00 (Twenty five crore) and we have the capacity to underwrite a total amount of BDT. 1,250,000,000.00 (Taka One Hundred & Twenty Five Crore) as per relevant legal requirements. We have committed to underwrite for up to BDT. 40,000,000.00 (Four crore) for the upcoming issue.


Sl. No. Name of The Company Amount Underwritten (in Tk.)

1. Summit Shipping Limited 52,500,000.00

2. Alliance Holdings Limited 16,940,000.00

3. SBS Cables Limited 28,050,000.00

4. STS Holdings Limited 75,000,000.00

5. Express Insurance Limited 15,000,000.00

6. Star Ceramics Limited 62,500,000.00

7. Modern Steel Mills Limited 50,000,000.00

8. Esquire Knit Composite Limited 10,000,000.00

9. Rajlanka Power Company Limited 50,000,000.00

10. PEB Steel Alliance Limited 30,000,000.00

Total 389,990,000.00



(e) This underwriting commitment is unequivocal and irrevocable. For the Underwriter: Sd/- (Mohammad Sarwar Hossain) Managing Director Date: 21 October, 2018

Page | 40

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITERS (PRIME FINANCE CAPITAL MANAGEMENT LIMITED)

Annexure C


To


Sub: Public offer of [*] ordinary Shares of Tk. 2,000,000,000/- of Aman Tex Limited

Dear Sir,




WE CONFIRM THAT:

(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 2,032,800,000 (Taka two billion thirty two million eight hundred thousand) only and we have the capacity to underwrite a total amount of Tk. 10,164,000,000 (Taka ten billion one hundred and sixty four million) only as per relevant legal requirements, We have committed to underwrite for up to Tk. 40,000,000 (Taka forty million) only for the upcoming issue.


SI. No. Name of the Company Amount Underwritten (in Taka)

1 Royal Denim Limited 5,500,000

2 GQ Ball Pen Industries United 50,100,000

3 IFCO Garments & Textiles Limited 17,500,000

4 Dhaka Regency Hotel Limited 10,500,000

5 Delta Hospital Limited 71,000,000

6 Energypac Power Generation Limited 15,000,000

7 Desh General Insurance company Limited 28,000,000

8 Western Marine Shipyard Limited 200,000,000

9 Ratanpur Steel Re-rolling Mills United 37,500,000

10 Dragon Sweater and Spinning Limited 20,000,000

11 Esquire Knit Composite Limited 144,999,993

12 Mir Akhter Hossain Limited 20,000,000

Existing Total 620,099,993



(d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15



For the Underwriter:

Sd/- Md. Rezaul Haque Managing Director (CC) Prime Finance Capital Management Limited Place: Dhaka

Date: October 15, 2018

Page | 41

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITERS (JANATA CAPITAL AND INVESTMENT LIMITED)

Annexure C


To-


Sub: Public offer of [•] ordinary Shares of Tk. 2,000,000,000/- of Aman Tex Limited

Dear Sir,


1. We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft prospectus,


2. On the basis of such examination and the discussions with the issuer company, its directors and officers, and other agencies,

independent verification of the statements concerning objects of the issue and the contents of the documents and other

materials furnished by the issuer company.

WE CONFIRM THAT: a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to

carry out the underwriting activities. Our present paid-up capital stands at Tk. 427.40 Crore (Taka Four Hundred Twenty Seven Crore Forty Lac only) and we have the capacity to underwrite a total amount of Tk.2137.00 (Two Thousand One Hundred Thirty Seven Crore Only) as per relevant legal requirements. We have committed to underwrite for up to Tk. TK. 3.00 (Taka Three crore only) for the upcoming issue.

b) Currently we are under obligation of underwriting the following issue(s):

SI. No. Name of the Company Amount Underwritten (in Taka) 01 Rupsha Fish & Allied Industries Limited. 30,000,000

02 MP Spinning Mills Limited. 30,000,000

03 Amulet Pharmaceuticals Limited. 15,000,000

04 Dhaka Regency Hotel and Resort Ltd. 25,000,000

05 Ashuganj Power Station Company Limited (APSCL) 30,000,000

06 Star Ceramics Limited 17,000,000

07 Ratanpur Steel Re-rolling Mills Limited 30,000,000

08 Modern Steel Mills Limited 30,000,000

09 Dragon Sweater & Spinning Mills Limited 20,000,000

Total TK. 227,000,000

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





For the Underwriter: Sd/- Dina Ahsan Chief Executive Janata Capital and Investment Limited

Page | 42

SECTION: 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:

Name of the Issuer : Aman Tex Limited

Date of Incorporation : 22 August 2004

Commencement of Commercial Operations

: May 01, 2009

Logo :

Registered Office : Boiragirchala, Sreepur, Gazipur

Corporate Office

: 2 Ishakha Avenue, Sector-6, Uttara, Dhaka-1230

Other Office (Plant) : Boiragirchala, Sreepur, Gazipur, Bangladesh

Telephone Number : +880-2-7911691-3, 880-2-7911016, 880-2-58951489

Fax Number : + 880-2-58950510

Contact Person : Mr. Md. Golam Sorwar Mozomder, CFO

Website Address : www.amantexbd.com

E-mail Address : [email protected]

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

Sl. Name of Sponsors

1 Md. Shofiqul Islam

2 Md. Tipu Sultan

3 Md. Rafiqul Islam

4 Md. Toufiqul Islam

Sl. Name of the Director (Current)

1 Md. Shofiqul Islam (Chairman)

2 Md. Rafiqul Islam (Managing Director)

3 Md. Toufiqul Islam (Director)

4 Md. Toriqul Islam (Director)

5 Md. Iftikhar-Uz-Zaman (Independent Director)

Page | 43

(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:

Auditor

Name: : Mahfel Huq & Co. Chartered Accountants

Logo :

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

Telephone Number : +88-02-955 31 43

Fax Number : +88-02-957 10 05

Contact Person : Mr. Md. Abu Kaiser FCA Partner

Website Address : www.mahfelhuq.com


Registrar to The Issue

Name : Sonali Investment Limited

Logo :

Address : Sara Tower (11th Floor), 11/A, Toyenbee Circular Road, Motijheel C/A, Dhaka.

Telephone Number : + 88 02 956 87 77

Fax Number : + 88 02 957 59 75

Contact Person : Mr. Biswanath Paul

Website Address : www.silbd.com


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

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

Chittagong Stock Exchange Limited (CSE) CSE Building, 1080, Sheikh Mujib Road, Chittagong – 4100

Page | 44

SECTION: V CORPORATE DIRECTORY OF THE ISSUER

Registered Office : Boiragirchala, Sreepur, Gazipur

Corporate Office : 2 Ishakha Avenue, Sector-6, Uttara, Dhaka-1230

Factory : Boiragirchala, Sreepur, Gazipur, Bangladesh

Auditor : Mahfel Huq & Co. Chartered Accountants BGIC Tower (4th Floor), 34 Topkhana Road, Dhaka-1000

Valuer : Ahmed Zaker & Co. Chartered Accountants Green City Edge (10th Floor), 89 Kakrail, Dhaka-1000.

Issue Manager :

LankaBangla Investments Limited City Center (Level - 24) 90/1 Motijheel C/A, Dhaka – 1000

ICB Capital Management Ltd. Green City Edge (5th& 6th Floor) 89, Kakrail, Dhaka-1000

Registrar to The Issue : Sonali Investment Limited

Legal Advisor :

Dr. Kamal Hossain & Associate Chamber Building (2nd Floor) 122-124 Motijheel C/A Dhaka 1000 Bangladesh.

Tax Consultant :

A. Hossain & Company Chartered Accountants Paramount Height 65/2/1 Box Culvert Road Purana Paltan, Dhaka-1000

Company Secretary : Mr. Shariful Islam

All investors are hereby informed by the Company that the Company Secretary would be designated as Compliance Officer who will monitor the compliance of the Acts, Rules, Regulations, Notifications, Guidelines, Conditions, Orders/Directions issued by the Commission and/or Stock Exchange(s) applicable to the conduct of the business activities of the Company, so as to promote the interest of the investors in the security issued by the Company, and for redressing investors’ grievances.

Page | 45

SECTION: VI DESCRIPTION OF THE ISSUER (a) Summary (i) The summary of the industry and business environment of the issuer: The readymade garments and textile industry acts as a catalyst for the development of Bangladesh. The "Made in Bangladesh" tag has also brought glory for the country, making it a prestigious brand across the globe. Bangladesh, which was once termed by cynics a "bottomless basket" has now become a "basket full of wonders." The country with its limited resources has been maintaining 6% annual average GDP growth rate and has brought about remarkable social and human development. The industry that has been making crucial contribution to rebuilding the country and its economy is none other than the readymade garment (RMG) industry which is now the single biggest export earner for Bangladesh. The sector accounts for 81% of total export earnings of the country. Bangladesh’s textile and clothing industry can be divided into the Primary Textile Sector (PTS) and export-oriented clothing sub-sectors. The Primary Textiles Sector (PTS) is the backbone of the clothing industry because it provides the backward linkage for both the knit and woven sectors. The textile mills produce the inputs needed by the RMG industry, so there are substantial cost savings. The domestically produced inputs hence play a significant role in reducing lead-time. A correlation between the pattern of export trade in clothing and the growth in spindle capacity shows that whenever Primary Textile Sector achieved substantial growth, apparel exports received a boost.

YEAR EXPORT OF RMG (IN MILLION US$)

TOTAL EXPORT (IN MILLION US$)

% OF RMG'S TO TOTAL EXPORT

2009-10 12,496 16,204 77.12%

2010-11 17,914 22,924 78.15%

2011-12 19,089 24,287 78.60%

2012-13 21,515 27,018 79.63%

2013-14 24,491 30,186 81.13%

2014-15 25,491 31,208 81.68%

2015-16 28,094.16 34,257.18 82.01%

2016-17 28,149.84 34,655.92 81.23%

Source: Export Promotion Bureau The industry that has changed lives of millions of people has undergone significant transformation in terms of workplace safety and worker's rights. National and international reform platforms -National Action Plan (NAP), Accord and Alliance-have made visible progress to ensure workplace safety. When all factories complete their corrective action plans (CAPs), the RMG industry of Bangladesh can obviously be regarded as the safest industry in the world. 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. Current Demand and Supply According to the Bangladesh Garment Manufacturers and Exporters Association (BGMEA), the total fabric requirement in the captive market is about 3 billion yards, of which roughly 85 to 90 percent is imported from countries such as China, India, Hong Kong, Singapore, Thailand, Korea, Indonesia and Taiwan. Fabric demand is increasing at an average rate of 20 percent per year. There is a big demand and supply gap. Due to the supply gap, it is possible that there will be new entrants. Because of an established marketing platform and a proven track record of performance, Aman Tex Limited does not feel threatened by new entrants. Data Source: www.bgmea.com.bd www.textiletoday.com.bd www.textilelearner.blogspot.com

http://www.textiletoday.com.bd/

Page | 46

(ii) Summary of consolidated financial, operating and other information: ATL has no subsidiary or associate companies. Hence, summary of consolidated financial, operating and other information is not applicable. (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:

Note: ATL does not have any other offices and outlets. (ii) The board of directors of the issuer:

(iii) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the chairman, managing director, whole time directors, etc. of the issuer:

Registered Office:

Address Boiragirchala, Sreepur, Gazipur

Telephone +88-0682-552 790, +88-0682-552 787

Fax +88-0682-552 791

Corporate Office:

Address 2 Ishakha Avenue, Sector-6, Uttara, Dhaka-1230

Telephone +88-02-791 16 91-3, 791 10 16, 589 514 89

Fax + 88-02-589 505 10

Factory:

Address Boiragirchala, Sreepur, Gazipur, Bangladesh

Telephone +88-0682-552 790, +88-0682-552 787

Fax +88-0682-552 791

Sl. No. Name Designation

1 Md. Shofiqul Islam Chairman 2 Md. Rafiqul Islam Managing Director 3 Md. Toufiqul Islam Director 4 Md. Toriqul Islam Director 5 Md. Iftikhar-Uz-Zaman Independent Director

Sl. Name Position Address, Telephone number, Fax number and e‐mail address

1. Md. Shofiqul Islam Chairman

2 Ishakha Avenue, Sector-06, Uttara, Dhaka-1230 Tel: +88-02-791 16 91-3 FAX: +88-02-892 05 10 E-mail: [email protected]

2. Md. Rafiqul Islam Managing Director


3 Md. Toufiqul Islam Director


4 Md. Toriqul Islam Director


5 Md. Iftikhar-Uz-Zaman Independent Director

House-2/2, Block-E, Flat-5B, Lalmatia, Dhaka Tel: +88-02-791 16 91-3, 791 10 16, 589 514 89 FAX: +88-02-892 05 10 E-mail: [email protected]

Page | 47

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

(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.:

Issue Manager Contact Person Contact Details

LankaBangla Investments Limited City Center (Level - 24) 90/1 Motijheel C/A, Dhaka – 1000


Tel: + 88 02 951 26 21 Fax: + 88 02 956 11 07 e-mail: [email protected] Website: www.lankabangla-investments.com

ICB Capital Management Ltd. Green City Edge (5th& 6th Floor) 89, Kakrail, Dhaka-1000

Mr. Md. Sohel Rahman Chief Executive Officer

(Additional Charge)

Tel: +880-2-830 0421, 8300395, 8300555, 8300367 FAX: +880-2-8300396 E-mail: [email protected] Web: www.icml.com.bd

Registrar to The Issue Contact Person Contact Number

Sonali Investment Limited

Sara Tower (11th Floor), 11/A, Toyenbee Circular Road, Motijheel C/A, Dhaka.

Biswanath Paul



web: www.silbd.com

Sl. Name Position/ Relation

Address Telephone Numbers

Fax Numbers E-Mail Addresses

1. Md. Golam Sorwar Mozomder


2, Ishakha Avenue, Sector-06, Uttara, Dhaka-1230.

+88-02-791 16 91-3

+88-02-589 505 10 [email protected]

2. Shariful Islam

Company Secretary & Compliance

Officer

2, Ishakha Avenue, Sector-06, Uttara, Dhaka-1230.

+88-02-791 16 91-3


3.

Md. Ramzan Ali Sikder Partner Dr. Kamal Hossain and Associates

Legal Advisor

Chamber Building (2nd Floor) 122-124 Motijheel C/A, Dhaka 1000, Bangladesh

+880-2-955 29 46, 956 49 54

+ 88-02-956 49 53 [email protected]

4. Mahfel Huq & Co. Chartered Accountants

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

+88-02-955 31 43



Page | 48

(vi) Details of credit rating:

(a) The names of all the credit rating agencies from which credit rating has been obtained:

Name of the Credit Rating Agencies Rating Date

Credit Rating Agency of Bangladesh Limited

29 November 2018

December 21, 2017

December 08, 2016

September 22, 2015

(b) The details of all the credit ratings obtained for the issue and the issuer:

Year Entity Rating

Rating Date Outlook Long Term Short Term

2018 A2 ST-3 29 November 2018 Stable

2017 A2 ST-3 December 21, 2017 Stable

2016 A2 ST-3 December 08, 2016 Stable

2015 A2 ST-3 September 22, 2015 Stable

(c) The rationale or description of the ratings (s) so obtained, as furnished by the credit rating agency(s):

As per credit rating report dated 29 November 2018: Credit Rating Agency of Bangladesh Limited (CRAB) has reaffirmed the long-term entityrating of Aman Tex Ltd (hereinafter also referred to as ATL or the Company) at “A2” (Single A Two). CRAB has also reaffirmed A2 (Lr) rating of BDT 1,200.0 million aggregate Long-Term Outstanding; and ST-3 rating of BDT 625.6 million aggregate fund based and BDT 1,030.0 million aggregate non fund based limits avail by the Company in the short term.

Aman Tex Limited (ATL), a Composite Knit Garment Industry is a concern of AMAN Group. Incorporated in 2004 as a private limited Company, the Company came into existence in late December 2008 and commercial production of the Company started in May 2009. The Company is a 100% export oriented Composite Knit Garment Industry having capacity of 6,240 MT knitting, 5,928 MT dyeing, and 30.0 million pcs of RMG per year. The Company possesses all the latest machineries from European countries with few from the United States of America, China and Japan. Promoter Mr. Rafiqul Islam and his family hold 100% shares of the Company. Credit Strengths 1. Continuing stable sales growth with improvement on

profitability, leverage, coverage, and liquidity/cash flow position; 2. Continuing business with large scale of operation; advantage arising from being part of Aman group having long

experience of the top management in textile industries; 3. Captive power source and effective raw material procurement (yarn, accessories) reduce operational costs & lead

time to some extent. 4. Diversified product range and process variety (across knitting, dyeing & finishing, garments) is likely to insulate from

decline in demand from any specific segment/variety to some extent; Credit Concerns

1. Due to reaching optimum level of production, chance of high revenue growth is low except capacity expansion; 2. Vulnerability of the textile industry to raw material price and exchange rates fluctuations; competitive pressures

from other low-cost and better infrastructure developed countries.

Financial Highlights

Month (12) (12) (12)

BDT in million 2018 2017 2016

Sales Revenue 3,564.6 3,530.2 3,517.4

EBITDA 607.8 681.0 739.0

EBITDA Margin (%) 17.1 19.3 21.0

Net Profit After Tax 348.9 339.3 325.0

Net Profit Margin (%) 9.8 9.6 9.2

Return on Asset (%) 6.6 6.6 6.1

Quick Ratio (x) 1.3 1.4 1.3

Debt to Equity (x) 0.8 1.0 1.1

Borrowed Fund to EBITDA (x) 2.8 2.8 3.0

Cash Flow from Operation 508.1 301.0 303.4

Free Cash Flow 484.2 284.4 (154.9)

EBIT/Interest (x) 2.5 2.6 2.2

Year ended June 30

Page | 49

The ratings affirmation of the Company in this surveillance period reflects the continuing stable sales growth from the beginning reached BDT 3,564.6 million in FY18 from BDT 455.2 million having 29.3% cumulative average growth with the help of state of art machineries, group support, experienced management, good client relation, and good bank relation. Captive power consumption, in-house raw material procurement (yarn and accessories), diversified product range and process variety helps the Company to maintain stable with some downward slope capacity utilization in last two years with satisfactory level of profitability in such highly competitive and fragmented nature of textile industry of the country. Increasing FOB price per unit of RMG help to maintain positive revenue growth. In last seven years (except FY14), the Company also satisfactorily maintained positive Cash flow from Operation, manageable working capital intensity (NWC/Revenue: average 43% in last nine years), and maintain near to two times of current assets against its current liabilities in last nine years are also consider when the rating derives.

The ratings of the Company in this surveillance period however are constrained by its continuing reduce upper side profitability margin due to increase overhead cost, and low chance of high revenue growth except capacity expansion plan due to optimum level of production. Company’s borrowed fund is still 2.5x higher than its EBITDA in FY18, which was 2.4x in FY17. Increasing cash conversion cycle (FY18:120 days, FY17: 112 days) due to nature of textile business maintaining good quantity of yarn, fabrics, and dyes chemical to serve buyers.

Going forward, the Company’s ability to continue its positive sales growth, improving leverage position and cash conversion cycle be effective working capital management, timely enhancement of the working capital limits, and retain its biggest customers will remain key rating sensitivities. Recent Performance: Sales July 2018~October 2018: USD 13.23 million equivalent of BDT 1,098.1 million, export 5.06 million pcs RMG. Sales projection (November 2018~June 2019): 16.6 million pcs, USD 38.15 million equivalent of BDT 3,166.5 million.

(d) Observations and risk factors as stated in the credit rating report:

Observations and risk factors are stated in Section XXVII- Credit Rating Report part of the Red-Herring Prospectus.

(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:

Names and Addresses Contact Person Telephone Numbers, Fax Numbers and E-

mail Amount Underwritten

(BDT)

LankaBangla Investments Limited City Center (Level - 24), 90/1 Motijheel C/A, Dhaka – 1000


Tel: + 88 02 951 26 21 Fax: + 88 02 956 11 07 e-mail: [email protected] Website: www.lankabangla-investments.com

90,000,000.00


Mr. Md. Sohel Rahman Chief Executive Officer

(Additional Charge)

Tel: +880-2-8300421, 8300395, 8300555,

8300367 FAX: +880-2-8300396 E-mail: [email protected]


90,000,000.00


Noor Tower (4th Floor), 73, Sonargoan Road, Dhaka-1205

Mr. Salamul Latif Choudhury Chief Executive Officer (Current

Charge)

Tel: + 88 02 963 21 61

Fax: + 88 02 963 21 63 e-mail: [email protected] Website: www.unicap-investments.com

40,000,000.00

Green Delta Capital Limited Green Delta AIMS Tower,

51-52, Mohakhali C/A, Dhaka-1212

Mr. Kazi Ahmed Sabihuzzaman Accounting Controller & Company

Secretary

Tel: + 88 02 985 19 02 Fax: + 88 02 989 82 27

e-mail: [email protected] Website: www.greendeltacapital.com

35,000,000.00


Eunoos Trade Center (Level 7), 52-53 Dilkusha C/A, Dhaka-1000

Mr. Mohammad Saleh Ahmed Chief Executive Officer

Tel: + 88 02 951 46 37-8 Fax: +88 02 951 46 41 e-mail: [email protected]

Website: www.iidfc.com

35,000,000.00

EBL Investments Limited 59 Motijheel C/A, 1st Floor, Dhaka- 1000

Mr. Pankaj Kumar Mutsuddi Head of Primary Market Operations

Tel: +88-02-4711 10 96

Fax: +88-02-4711 12 18 e-mail: [email protected]

Website: www.eblinvestments.com

35,000,000.00


Page | 50

Names and Addresses Contact Person Telephone Numbers, Fax Numbers and E-

mail Amount Underwritten

(BDT) MIDAS INVESTMENT LIMITED MIDAS Centre (6th Floor), House – #05,

Road – 16 (New), 27 (old) Dhanmondi, Dhaka – 1209

Mr. Mohammaed Hafiz Uddin


Tel: + 88 02 911 93 71 Fax: + 88 02 814 20 85

e-mail: [email protected] Website: www.midasinvbd.com

35,000,000.00

BD FINANCE CAPITAL HOLDINGS

LIMITED


Mr. Barun Prasad Paul

Managing Director & CEO (CC)

Tel: + 88 02 958 81 86-7

Fax: + 88 02 958 81 85


Website: www. bdcapital.com.bd

40,000,000.00

Janata Capital and Investment

Limited

48 Motijheel C/A, 3rd Floor, Dhaka-

1000

Dina Ahsan


Tel: + 88 02 9584979

Fax: + 88 02 7114374



30,000,000.00

Agrani Equity & Investment

Limited

Swantex Bhaban (4th Floor), 9/1,

Motijheel C/A

Dhaka-1000

Ahmed Yousuf Abbas


Tel: + 88 02 9566670

Fax: + 88 02 9568668



50,000,000.00


Tajwar Center (5th Floor), House-34,

Road-19/A, Block-E, Banani, Dhaka-1213



Tel: + 88 01730320024

Fax: + 88 0248810314



60,000,000.00

Prime Finance Capital Management

Limited

PFI Tower (6th Floor), 56-57 Dilkusha C/A, Dhaka-1000

Md. Rezual Haque


Tel: + 88 02 9584874

Fax: + 88 02 9584922



40,000,000.00



Muhamamd Husain Ahmed

Faruqi


Tel: + 88 02 44850100

Fax: + 88 02 44850065



40,000,000.00


2, D.I.T. Avenue (Extension), 3rd Floor,

Motijheel C/A, Dhaka-1000



Tel: + 88 01715-079440

Fax: + 88 02 9585985



40,000,000.00




Nomanur Rashid


Tel: + 88 01833148258

Fax: + 88 02 47120447



40,000,000.00

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

Declaration by the LankaBangla Investments Limited We are one of the underwriters of the initial public offering (IPO) of Aman Tex Limited. We will underwrite BDT 90,000,000.00 of total public offer of BDT 2,000,000,000.00 for the upcoming issue on a firm commitment basis. In this connection, we hereby declare that: We have sufficient resources as per the regulatory requirements to discharge our respective obligations. For the Underwriter: Sd/- Mr. Hassan Zabed Chowdhury Chief Executive Officer Place: Dhaka Date: October 16, 2018

Page | 51

Declaration by the ICB Capital Management Limited We are one of the underwriters of the Initial Public Offering (IPO) of Aman Tex Limited. We will underwrite totaling to BDT 90,000,000.00 (nine crore) on a firm commitment basis. In this connection, we hereby declare that: We have sufficient resources as per the regulatory requirements to discharge our respective obligations. For Underwriter Sd/- (Md. Sohel Rahman) Chief Executive Officer (Additional Charge) Place: Dhaka Date: 21 October, 2018

Declaration by the Green Delta Capital Limited

We are one of the underwriters of the initial Public Offering (IPO) of Aman Tex Limited. We will underwrite totaling to BDT 35,000,000.00 (BDT. Three Crore fifty Lac) only on a firm commitment basis. In this connection, we hereby declare that: We have sufficient resources as per the regulatory requirements to discharge our respective obligations. For Underwriter Sd/- Md. Rafiqul Islam Managing Director & CEO Place: Dhaka Date: 17.10.2018

Declaration by the Midas Investment Limited We are one of the underwriters of the initial offering (IPO) of Aman Textile Limited, we will underwrite BDT 35,000,000.00/- of total public offer of 2,000,000,000.00/- for 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 obligation. For The Underwriter Sd/- Mohammad Hafiz Uddin Chief Executive Officer Date: 16.10.2018

Page | 52

Declaration by the EBL Investments Limited

We are one of the underwriters of the Initial Public Offering (IPO) of Aman Textiles Limited. We will underwrite totaling to BDT 35,000,000.00 (Three crore fifty lac) only of public offer [.] ordinary shares of Tk. 2,000,000,000.00 (Two hundred crore) 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. For the Underwriter, Sd/- Tahid Ahmed Chowdhury, FCCA Managing Director EBL Investments Limited Place: Dhaka Date: October 15, 2018

Declaration by the IIDFC Capital Limited

We are one of the underwriters of the Initial Public Offering (IPO) of Aman Tex Limited. We will underwrite totaling to BDT 35,000,000 (Taka Three Crore Fifty Lac only) on a firm commitment basis. In this connection, we hereby declare that: We have sufficient resources as per the regulatory requirements to discharge our respective obligations. For Underwriter Sd/- Mohammad Saleh Ahmed Chief Executive Officer IIDFC Capital Limited Place: Dhaka Date: October 15, 2018

Declaration by the UniCap Investments Limited

We are one of the underwriters of the Initial Public Offering (IPO) of AMAN TEX LIMITED. We will underwrite totaling to BDT 40,000,000.00(Taka Four crore) only of total public offer of BDT 2,000,000,000 for the upcoming issue on a firm commitment basis. In this connection, we hereby declared that: We have sufficient resources as per the regulatory requirements to discharge our respective obligations. For Underwriter Sd/- Salamul Latif Choudhury Chief Executive Officer (Current Charge) Place: Dhaka Date: October 15, 2018

Page | 53

Declaration by the BD Finance Capital Holdings Limited

We are one of the underwriters of the initial public offering (IPO) of AMAN TEX LIMITED. We will underwrite BDT 40,000,000 of total public offer of BDT 2,000,000,000 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 obligation. For the under writer Sd/- Barun Prasad Paul Chief Executive Officer/Managing Director (CC) BD FINANCE CAPITAL HOLDINGS LIMITED Place: 64 Motijheel C/A, 3rd Floor, Dhaka-1000 Date: October 15, 2018

Declaration by the Prime Finance Capital Management Limited

We are one of the underwriters of the initial public offering (IPO) of AMAN TEX LIMITED. We will underwrite totaling to BDT 40,000,000 (Taka forty million) only on a firm commitment basis. In this connection, we hereby declare that: We have sufficient resources as per the regulatory requirements to discharge our respective obligations. For the under writer Sd/- Md. Rezaul Haque Managing Director (CC) Prime Finance Capital Management Limited Place: Dhaka DATE: October 15, 2018

Declaration by the Roots Investment Limited

We are one of the underwriters of the Initial Public Offering (IPO) of Aman Tex Limited. We will underwrite totaling to BDT 40,000,000.00 (Four crore) on a firm commitment basis. In this connection, we hereby declare that: We have sufficient resources as per the regulatory requirements to discharge our respective obligations. For Underwriter Sd/- (Mohammad Sarwar Hossain) Managing Director Place: Dhaka Date: 21 October, 2018

Page | 54

Declaration by the Janata Capital and Investment Limited

We are one of the underwriters of the initial public offering (IPO) of AMAN TEX LIMITED. We will underwrite totaling to BDT 3,00,00,000 (Taka Three Crore only) of total public offer of BDT 2,000,000,000 for the upcoming issue on a firm commitment basis. In this connection, we hereby declare that: We have sufficient resources as per the regulatory requirements to discharge our respective obligations. For the Underwriter: Sd/- Dina Ahsan Chief Executive Janata Capital and Investment Limited Place: Dhaka Date: October 15, 2018

Declaration by the SBL Capital Management Limited

We are one of the underwriters to the Initial Public Offering (IPO) of AMAN TEX LIMITED. We will underwrite totaling to BDT 40,000,000.00 (Taka four crore) only of total public offer of BDT 2,000,000,000 for the upcoming issue on a firm commitment basis. In this connection, we hereby declare that: We have sufficient resources as per the regulatory requirements to discharge our respective obligations. For the Underwriter: Sd/- Abu Nayem Md. Ibrahim Chief Executive Officer SBL Capital Management Limited Place: Dhaka Date: October 21, 2018

Declaration by the AIBL capital Management Limited

We are one of the underwriters of the initial public offering (IPO) of AMAN TEX LIMITED. We will underwrite BDT 40,000,000 of total public offer of BDT 2,000,000,000 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 obligation. For the Underwriter Sd/- Muhammad Husain Ahmad Faruqi Chief Executive Officer Place: Dhaka Date: October 18, 2018

Page | 55

Declaration by the Prime Bank Investment Limited

We are one of the underwriters of the initial public offering (IPO) of AMAN TEX LIMITED. We will underwrite BDT 60,000,000 (Taka Six Crore Only) of total public offer of BDT 2,000,000,000 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 obligation. For the Underwriter Sd/- Tanveer Reza EVP and COO Prime Bank Investment Limited Place: Dhaka Date: October 15, 2018

Declaration by the Agrani Equity & Investment Limited

We are one of the underwriters of the initial public offering (IPO) of AMAN TEX LIMITED. We will underwrite BDT 50,000,000 of total public offer of BDT 2,000,000,000 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 obligation. For the Underwriter Sd/- (Ahmed Yousuf Abbas) Chief Executive Officer Agrani Equity & Investment Limited Place: Dhaka Date: 21.10. 2018

Page | 56

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

1. In case of under-subscription in any category by up to 35% in an Initial Public Offer, the undersubscribed portion of securities shall be taken up by the underwriter.

2. In case of failure to deposit the remaining amount by the eligible investors, the unsubscribed securities shall be taken up by the underwriter.

3. The underwriting agreement and the underwritten amount and allocation of underwriting portion shall be revised after completion of the bidding period, where the cut-off price will be determined at nearest integer of the lowest bid price at which the total securities offered to eligible investors would be exhausted. The public offering price will be determined at 10% discount (at nearest integer) from the cut-off price.

4. The issuer, in the event of under subscription, shall send notice to the underwriter(s) within ten days of closure of subscription calling upon them to subscribe the securities and pay for this in cash in full within fifteen days of the date of said notice and the said amount shall be credited into securities subscription account within the said period. If payment is made by Cheque/ Bank Draft by the underwriter it will be deemed that the underwriter has not fulfilled his obligation towards his underwriting commitment under this agreement, until such time as the Cheque/ Bank Draft has been encased and the Company’s account credited. In any case within 7 (seven) days after the expiry of the aforesaid 15 (fifteen) days, the Company shall send proof of subscription and deposit of money by the underwriter to the Commission. In the case of failure by the underwriter to pay for the shares under the terms mentioned above, the said underwriter will not be eligible to underwrite any issue, until such time as he fulfils his underwriting commitment under this Agreement and also other penalties as may be determined by the Commission may be imposed. In the case of failure by the underwriter to pay for the shares within the stipulated time, the Company/issuer will be under no obligation to pay any underwriting commission under this Agreement. In the case of failure by the Company to call upon the underwriter for the aforementioned purpose within the stipulated time, the Company and its Directors shall individually and collectively be held responsible for the consequences and/or penalties as determined by the Bangladesh Securities and Exchange Commission under the law.

5. The Company shall pay to the underwriter an underwriting commission at the rate of 0.25% of the amount underwritten hereby agreed to be underwritten by it.

Page | 57

(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 Amount (BDT)

Before IPO:

Authorized Capital 200,000,000 10/- 2,000,000,000

Issued, Subscribed and Paid up capital 80,370,000 10/- 803,700,000

Total paid up capital before IPO (A) 80,370,000 10/- 803,700,000

After IPO:

To be issued as IPO (B) [•] [•] [•]

Paid up capital (Post IPO) (A+B) [•] [•] [•]

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


Price Issue Price

Number of Shares Issued Amount of

Share Capital (BDT)

In cash Other

than in cash

Bonus Share


100/- 100/- 200,000* - - 20,000,000


03 December 2017: 3rd allotment 10/- 10/- - - 77,550,000 775,500,000

Total 803,700,000 *The company changed in the denomination of face value of share from Tk. 100/- to Tk. 10/- on 29 October 2015.

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

Note: Information represented by [•] will be incorporated after of cut-off price. (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):

(As per Audited Accounts)

Particulars Number of Securities

to be Offered Description

Nominal Value (BDT)

Issue Amount (BDT)

For EIs [•] Offer price Tk. [•] each, including a

premium of Tk. [•] per share [•] [•]

For General Public [•] Offer price Tk. [•] each, including a

premium of Tk. [•] per share [•] [•]

Total [•] - - [•]

Particulars Amount in BDT

Paid up capital before the present issue 803,700,000

Paid up capital after the present issue [•]

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

Share premium account before the present issue 32,800,000

Share premium account after the present issue [•]

Page | 58

(iv) Category wise shareholding structure with percentage before and after the present issue and after conversion of convertible instruments (if any): Directors’ & Sponsors’ Shareholdings

SL. No.

Name of Directors & Sponsors No. of Share Percentage (%)

Before IPO

After IPO

1. Md. Rafiqul Islam (Managing Director) 32,600,000 40.56% [•]

2. Md. Shofiqul Islam (Chairman) 12,872,500 16.02% [•]

3. Md. Toufiqul Islam (Director) 14,250,000 17.73% [•]

4. Md. Toriqul Islam (Director) 1,885,000 2.35% [•]

Total 61,607,500 76.66% [•]

Other than Directors’ & Sponsors’ Shareholdings

SL. No.

Name of Directors & Sponsors No. of Share

Percentage (%)

Before IPO

After IPO

1. Ms. Mukta Islam 3,420,000 4.25% [•]

2. Mrs. Sazeda Islam 142,500 0.18% [•]

3. Aman Breeders Ltd. 3,800,000 4.73% [•]

4. Aman Poultry & Hatchery Ltd. 11,400,000 14.18% [•]

Total 18,762,500 23.34% [•]

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

Date of

Issue Persons to whom those are issued

No. of shares allotted

Relationship with the Issuer

Reasons for the issue

Consideration and Valuation

Benefits from the Issue

Issue Price

03-Dec-17

Md. Rafiqul Islam 27,500,000 Managing Director

Distribution of Accumulated Profit

Other than Cash (Bonus)

Enhancement of Capital Base and Reinvestment

10/-

Md. Shofiqul Islam

10,587,500 Chairman

Md. Toufiqul Islam

13,750,000 Director

Md. Toriqul Islam 275,000 Director

Ms. Mukta Islam 3,300,000 Shareholder

Mrs. Sazeda Islam 137,500 Shareholder

Aman Breeders Ltd.

11,000,000 Shareholder

Aman Poultry & Hatchery Ltd.

11,000,000 Shareholder

(vi) Where shares have been allotted in terms of any merger, amalgamation or acquisition scheme, details of such scheme and shares allotted:

No shares have been allotted in terms of any merger amalgamation or acquisition.

(vii) Where the issuer has issued equity shares under one or more employee stock option schemes, date-wise details of equity shares issued under the schemes, including the price at which such equity shares were issued:

The issuer has not issued any equity shares under stock option to its employees.

Page | 59

(viii) If the issuer has made any issue of specified securities at a price lower than the issue price during the preceding two years, specific details of the names of the persons to whom such specified securities have been issued, relation with the issuer, reasons for such issue and the price thereof: The above-mentioned required information will be furnished after determination of cut-off price. (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:

Date of

Allotment/ Shares

were made fully paid

up

Nature of Issue

No. of Share Hold

Consideration

Face value

of Share (Tk.)

Issue Price

lock in period

Md. Rafiqul Islam

Md. Tipu Sultan

Md. Shofiqul

Islam

Md. Toufiqul

Islam

Md. Toriqul Islam

22-Aug-04 By Subscription to the MoA

800,000 400,000 400,000 400,000 - Cash 10 10

3 Years

15-Sep-05 By Transfer 200,000 (400,000) 100,000 100,000 - Cash 10 10

12-Nov-13 By Transfer - - (120,000) - - Cash 10 10

30-Apr-16 By Allotment (Cash)

- - 5,000 - 10,000 Cash 10 50

3-Dec-17 By Allotment (Bonus)

27,500,000 - 10,587,500 13,750,000 275,000 Other than

Cash 10 10

22-Apr-18 By Transfer 4,100,000 - 1,900,000 - 1,600,000 Cash 10 10

Total 32,600,000 - 12,872,500 14,250,000 1,885,000 - - - -

Percentage (%)

Pre-IPO 40.56% - 16.02% 17.73% 2.35% - - - -

Post-IPO [•] [•] [•] [•] - - - -

Note: (i) There is no pledged shares (ii) Lock in Period’s starts from the date of Issuance of Prospectus. (xi) The details of the aggregate shareholding of the sponsors and directors, the aggregate number of specified securities purchased or sold or otherwise transferred by the sponsor and/or by the directors of the issuer and their related parties within six months immediate preceding the date of filing the red-herring prospectus/prospectus/information memorandum:

Shareholding of Directors, Sponsors and Shareholders: SL. No.

Name of Directors & Sponsors No. of Share Percentage (%)

Before IPO After IPO

1. Md. Rafiqul Islam (Managing Director) 32,600,000 40.56% [•]

2. Md. Shofiqul Islam (Chairman) 12,872,500 16.02% [•]

3. Md. Toufiqul Islam (Director) 14,250,000 17.73% [•]

4. Md. Toriqul Islam (Director) 1,885,000 2.35% [•]

5. Ms. Mukta Islam 3,420,000 4.25% [•]

6. Mrs. Sazeda Islam 142,500 0.18% [•]

7. Aman Breeders Ltd. 3,800,000 4.73% [•]

8. Aman Poultry & Hatchery Ltd. 11,400,000 14.18% [•]

Total 80,370,000 100.00% [•]

Page | 60

Except for the information mentioned below, there have been no 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 red-herring prospectus/prospectus/information memorandum.

Transfer No. No. of Shares to be

Transferred Distinctive Number Name of

Transferor Name of

Transferee Nominal

Value (Tk.) From To

T-05 2,200,000

(Twenty-Two Lac shares only) 69370001 71570000

Aman Breeders Limited

Md. Rafiqul Islam

22,000,000

T-06 1,900,000

(Nineteen Lac shares only) 71570001 73470000


Md. Shofiqul Islam

19,000,000

T-07 1,600,000

(Sixteen Lac shares only) 73470001 75070000


Md. Toriqul Islam

16,000,000

T-08 1,900,000

(Nineteen Lac shares only) 75070001 76970000


Md. Rafiqul Islam

19,000,000

(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:

Name Address Relationship No. of Share

Holdings

Percentage (%) of

Shareholdings (Pre-IPO)

Percentage (%) of

Shareholdings (Post-IPO)

Md. Rafiqul Islam

2 Ishakha Avenue, Sector-06, Uttara, Dhaka-1230

Managing Director

32,600,000 40.56% [•]

Md. Shofiqul Islam


Chairman 12,872,500 16.02% [•]

Md. Toufiqul Islam


Director 14,250,000 17.73% [•]

Aman Poultry & Hatchery Ltd.

Ishakha Avenue, Sector-06, Uttara, Dhaka-1230

Shareholder 11,400,000 14.18% [•]

(xiii) The number of securities of the issuer owned by each of the top ten salaried officers, and all other officers or employees as group, indicating the percentage of outstanding shares represented by the securities owned: No officer/executive holds any share of the company individually or as a group except the following:

Sl. Name of the Officers Position Number of

Share Owned Percentage of ownership

1 Md. Rafiqul Islam Managing Director 32,600,000 40.56%

(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: Aman Tex Limited (ATL) was incorporated as a private limited company on 22 August 2004 Vide Registration No. C-53999(694)/004 and subsequently converted into a public limited company on 24 May 2016 with Registrar of Joint Stock Companies and Firms (RJSC) in Bangladesh under the Companies Act, 1994. The Company started its commercial operation from the inception of May 2009. The company is engaged in producing different kinds of knit garments and selling the finished products to foreign buyers.

Page | 61

Nature of Business

The principle activities of the Company are textile knitting, dying and finally to producing 100% export-oriented garments products and exporting thereof. The plant of the company is equipped with world famous various brand European machineries. (ii) Location of the project: The project of the company is located at Boiragirchala, Sreepur, Gazipur, Bangladesh. (iii) Plant, machinery, technology, process, etc.: PLANT

ATL’s factory plant is an industrial complex containing a six storied factory building with a area of 450,000 sft including

mezzanine area, ETP, WTP & utility building & Warehouse where the workers produce different types of knit Fabric and

Ready Made Garments. The factory has large warehouses facilities that contain machinery and equipment used for

production. The plant is located with access to multiple modes of transportation with adequate loading and unloading

facilities.

The plant has been established in 2004 and started its commercial operation in July 2009 having its production capacity

knitting 20MT per day, Dyeing & Finishing 25 MT Fabrics per day (on the basis of 3 working shifts of 8 hours at 100%

capacity), Ready Made Garments 100,000 pieces per day (on the basis of 01 working shifts of 8 hours at 100% capacity).

The working days are set by deducting Fridays and public holidays and assuming that annual maintenance works and

unexpected work interruption will take 25 days.

MACHINERY

Aman Tex Ltd, uses sophisticated machinery and equipment mostly imported from Germany, Italy, U.k, Turkiye, U.S.A, Japan, China, Korea, Singapore, Hongkong & Taiwan to manufacture the finest quality fabric conforming to global standards. The brand of major machinery brands is of Knitting (Fukahara, Mayer & Cie, Shima Seiki), Sewing (JUKI, BRATHER, KANSAI, PEGASUS), Cutting (Eastman, KM, Kuris, Uzu, Hashima, Blitz, Algotex), Finishing (Veit, Nisho, Sewong, Colset, Ngaishing, Oshima, Max), Dying (Thies, Fongs), Washing (Caterpiller, Pentarei, LT, Sigma, Kaierda,Kaeser) and Embroidery (Tajima). The list of major machinery and equipment used for the production of cloth are given under the chapter Description of property.

TECHNOLOGY

The manufacturing technology and machine for Knit Fabric and Ready-Made Garments making operation have been

imported from supplier in Europe, America and Asia mostly European technologies especially, Germany, Italy and U.K are

the prime suppliers of our technology. Among these machineries Fukahara, Mayer & Cie, Shima Seiki, Juki and Brather

brand have the reputation to be the best choice for the source of technology.

Page | 62

PROCESS FLOW CHART

Yarn Receiving Receive yarn as lot wise, count wise with uster report

Yarn TestYarn has been tested for white & color to get the quality result from QAD Dept. If result pass, yarn will go to knit dept. If not pass, yarn will be returned to spinning mill

Bulk Knitting Here to make grey fabric, knitting has been done order wise maintaining individual buyer's parameters

Grey Fabric InspectionEach & every roll of grey fabric has been checked in 4 point system to ensure quality

BatchingThis is a prep. section for dyeing .Only passed fabric will be issued for dyeing

DyeingDyeing has to be done maintaining all quality parameter of individual buyer

SlittingAfter dyeing, the tube dyed fabric have to open as well as dewater for finishing

StenteringThis is finishing section. Stentering is done to make physical formation from deformed dyed fabric in respect to Dia, Shrinkage, GSM, Hand feel etc.

A. From Yarn To Finish Fabrics

CompactingThis is the last process of finishing for further Shrinkage, GSM control & hand feel

Lab Test

If Pass, Final Inspection

If Fail, Return to Dyeing/Finishing

If ok, Packing & Delivery to Garment

Relax Finished fabric have to relax minimum 10hrs

CuttingCutting has to be done considering CAD consumption & all quality parameter

Cut Panel Inspection 100% cut panel inspection done by QAD department

If Ok, Printing/ Embroidery

Input Input is done with bundle card according to the line requirement.

Sewing This is make-up area & is being done through some quality process

End InspectionAfter sewing, garments has been checked thoroughly by QAD. If passed, then forwarded for ironing

Ironing

B. From Finish Fabric to Garments

If Ok, Offered for Buyer Inspeciton

If not Ok, Recut for replacement

Metal Detection Inspection Folding & Packing

CartoningPre-Final

If not ok, Return for re-inspection & send for correctionIf ok, dispatch to Warehouse

Export

Page | 63

(iv) Details of the major events in the history of the issuer, including details of capacity/facility creation, launching of plant, products, marketing, change in ownership and/or key management personnel etc.:

Date of Incorporation as a Private Limited Company : 22 August 2004

Date of Commencement of Commercial Operation : May 01, 2009

Conversion from Private Company to Public Limited : May 24, 2016

Capital Raise (Last) : Tk. 775,500,000 (Bonus) on 03rd December 2017

Capacity (2017-2018) : Installed capacity: 30,000,000 PCS Actual Production: 20,734,774 PCS which is 69.12% of capacity.

Changes in Ownership : Four new Shareholders holding in aggregate 21.44% of total shares have been inducted on 30.04.2016. Furthermore, one independent director has been appointed to the Board on 17.02.2018

Change in key Management Personnel :

No major changes have taken place except in position of CFO and Company Secretary. Mr. Md. Golam Sorwar Mozomder took over the charge of CFO after leaving Mr. Kahir Mahmood. Mr. Shariful Islam was promoted as Company Secretary.

Appointment of first Independent Director : 17 February 2018

(v) Principal products or services of the issuer and markets for such products or services. Past trends and future prospects regarding exports (if applicable) and local market, demand and supply forecasts for the sector in which the product is included with source of data: Principal products or services The principal product of the Company is Basic T-Shirt, Polo Shirt, Printed Tee, Hoody Jackets, Embroidered Tee, Washed Tee, Leggings & Baby Suits for New Born & Infants, etc. Market for products or service The products are exported fully (100%) to Europe, USA and Asia. Past trends regarding Export Last five years of sales of Aman Tex Ltd. are as under:

Particulars 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15 30-Jun-14

Net Sales 3,564,589,658 3,530,213,554 3,517,402,447 3,351,217,043 3,295,758,322

Past trends in Local Market The company does not sell any of its products in the local market of the country. Future prospects regarding export and local market ATL is 100% export-oriented company and exports its products directly through L/C. All products produced in the factory, are brought to the central depot at factory area, as per work order the product is delivered to the customer. Products are regularly distributed to the entry port of respective buyer’s country conforming to all export regulations prevailing in Bangladesh. From the entry port, assigned distributors are taking the products to the end users abroad. ATL has no exposure in local market. Demand and supply forecasts for the sector in which the product is included According to the Bangladesh Garment Manufacturers and Exporters Association (BGMEA), the total fabric requirement in the captive market is about 3 billion yards, of which roughly 85 to 90 percent is imported from countries such as China, India, Hong Kong, Singapore, Thailand, Korea, Indonesia and Taiwan. Fabric demand is increasing at an average rate of 20 percent per year. There is a big demand and supply gap. Due to the supply gap, it is possible that there will be new entrants. Because of an established marketing platform and a proven track record of performance, Aman Tex Limited does not feel threatened by new entrants.

Page | 64

(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:

Product Contribution

2017-18 2016-17 2015-16 2014-15 2013-14

Amount % Amount % Amount % Amount % Amount %

T-Shirt 190 Crore 53.30 96.00 Crore 27.19 99.00 Crore 28.12 93.00 Crore 27.77 87.00 Crore 26.33

Polo Shirt 60 Crore 16.83 80.00 Crore 22.66 82.50 Crore 23.43 77.50 Crore 23.14 72.50 Crore 21.94

Tank Top 37 Crore 10.38 80.00 Crore 22.66 82.50 Crore 23.43 77.50 Crore 23.14 72.50 Crore 21.91

Leggings 38 Crore 10.66 48.00 Crore 13.60 49.50 Crore 14.06 46.50 Crore 13.89 43.50 Crore 13.16

(vii) Description of associates, subsidiary and holding company of the issuer and core areas of business thereof: The issuer has no associates, subsidiary and holding company. (viii) How the products or services are distributed with details of the distribution channel. Export possibilities and export obligations, if any: ATL is 100% export-oriented company and exports its products directly through L/C. All products produced in the factory, are brought to the central depot at factory area, as per work order the product is delivered to the customer. Products are regularly distributed to the entry port of respective buyer’s country conforming to all export regulations prevailing in Bangladesh. From the entry port, assigned distributors are taking the products to the end users abroad. Details of distribution channel The final product reaches to the buyers from the warehouse of ATL through the following channel of distribution:

Export possibilities Currently ATL is exporting its products mainly to Europe and USA and there is huge potential for the company to explore other export markets. Export obligation Currently, there are no export obligation imposed from the Govt. to export RMG products to anywhere of the world accept some condition as imposed by WTO such as quota, duty on trade are prevail as well in exporting to some region and countries are prevail and reviewed by the regulator time to time. (ix) Competitive conditions in business with names, percentage and volume of market shares of major competitors: In Bangladesh a number of listed companies are engaged in Textile Sector. Based on ATL’s business operation major competitors are:

1. Apex Spinning & Knitting Mills Limited 2. Evince Textiles Limited

3. Generation Next Fashions Limited 4. Tosrifa Industries Limited

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

Name of the Company Sales Amount during 2017-18 (BDT) Year End

Aman Tex Limited 3,564,589,658 30th June

Apex Spinning & Knitting Mills Limited 3,633,663,481 30th June

Warehouse Transport Buyers

Page | 65

Name of the Company Sales Amount during 2017-18 (BDT) Year End

Evince Textiles Limited 2,411,293,016 30th June

Generation Next Fashions Limited 4,023,783,905 30th June

Tosrifa Industries Limited 1,251,310,829 30th June

There is no data available regarding market shares of the respective listed companies in their annual report. (x) Sources and availability of raw materials, names and addresses of the principal suppliers and contingency plan in case of any disruption:

Sl. No. Name of Suppliers Address Items of Raw Materials

1. Anwara Mannan Textile Mills Ltd.

02, Ishakha Avenue, Sector-06, Uttara, Dhaka. Yarn

2. Aman Cotton Fibrous Ltd. 02, Ishakha Avenue, Sector-06, Uttara, Dhaka. Yarn

3. Enayetpur Spinning Mills Ltd.

311, Progoti Shoroni, Vatara, Baridhara, Dhaka-1229

Yarn

4. Hangzhou Jihua Import & Export

1766, Century Avenue Linjiang Ind Park Xiaoshan Hangzhou, 311228, China.

Yarn

5. HUNTSMAN (SINGAPORE) PTE LTD

150 Beach Road, #37-00 Gateway West, Singapore 189720

Dyes & Chemical

6. WACKER METEOARK CHEMICALS LTD.

Unit No. 801 & 802, 8th Floor, Pearls Business Park, Plot No. D-7, Netaji Subhash Place, Pitam Pura, Delhi 111034, India.

Dyes & Chemical

7. SWISS TEX LTD Plot-43, Dakkhin Shaympur, Hemayetpur, Savar, Dhaka-1340

Accessories

Contingency plan for any disruption of sourcing raw material As there are sufficient number of suppliers in the local as well as foreign market, if one supplier fails to deliver raw material there are always other suppliers available. So, there is no possibility of disruption. (xi) Sources of and requirement for power, gas and water; or any other utilities and contingency plan in case of any disruption:

Particulars Sources & Requirement

Power To ensure uninterrupted power supply the company has 2 (Two) Nos Caterpillar gas generator and total capacity is 3.2 MW. Factory has been running by own power generation from its gas generator. In addition, the company has a connection from Polli Biddut sumity (PBS) as a standby power source.

Gas Titas Gas Transmission and distribution Company Ltd. supply required gas as per our demand against approval load.

Water Own deep Tube-well draws water and the capacity of deep tube is 60m3/hr. There are 3 storage tanks are available in utility building and aforesaid storage tanks capacity is 2,40,000 liters which meet the demand of all process machineries.

Other utilities N/A

Page | 66

Contingency plan for any disruption of sourcing utilities

Particulars Contingency Plan

Power To ensure uninterrupted power supply the company has 2 (two) Caterpillar gas generators with a total capacity of 3.2 MW. The company also has a Diesel run generator of 230 KVA as a stand by source of power.

Gas At present the company does not have any arrangement for any interruption in the supply of gas except the above.

Water At present the company does not have any arrangement for any interruption in the supply of water except the above.

(xii) Names, address(s), telephone number, web address, e-mail and fax number of the customers who account for 10% or more of the company’s products/services with amount and percentage thereof:

Sl. Name & Address of the customer Telephone and Fax

no. Email & Web address

Customer’s contribution

Amount in (Tk.) 2016-17

Percentage (%)

1.

Name: H & M Address: H&M Hennes & Mauritz GBC AB., Mäster Samuelsgatan 46A, SE-106 38 Stockholm, Sweden

Tel: +46 8 796 55 00 Fax: +46 8 20 99 19

Email: [email protected] Web: http://www.hm.com

1,884,560,000 53.25

2.

Name: S. Oliver Address: S. OLIVER BERND FREIER GmbH + Co. Kg., S. OLIVER- STRASSE 1, 97228 ROTTENDORF, GERMANY.

Tel: +49 (0) 9302 309-0 Fax: +49 (0) 9302 309-9473

Email: [email protected] Web: http://www.soliver-group.com

442,113,520 12.46

(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/ finished goods with amount and percentage thereof:

Sl. Name & Address of the supplier Telephone and Fax no. Email & Web address

Suppliers’ contribution

Amount

in Taka Percentage (%)

1. Anwara Mannan Textile Mills Ltd. Address: 02, Ishakha Avenue, Sector-06, Uttara, Dhaka.

Tel: +02 791 16 91-3, Fax: +88 02 895 05 10

email: [email protected] web: www.amangroupbd.com

68,68,12,386 30.39%

2. Aman Cotton Mills Ltd. Address: 02, Ishakha Avenue, Sector-06, Uttara, Dhaka.

Tel: +02 791 16 91-3, Fax: +88 02 895 05 10

email: [email protected] web: www.amancottoncom

23,95,13,055 10.60%

(xiv) Description of any contract which the issuer has with its principal suppliers or customers showing the total amount and quantity of transaction for which the contract is made and the duration of the contract. If there is not any of such contract, a declaration is to be disclosed duly signed by CEO/MD, CFO and Chairman on behalf of Board of Directors: The Company has no such contract with principal suppliers or customers except ordinary course of business.

Declaration regarding Contract with Principal suppliers or customers

We, on behalf of the Board of Directors certify that Aman Tex Limited did not enter into any contract with its principal suppliers or customers.

Sd/- Md. Golam Sorwar Mozomder



Sd/- Md. Shofiqul Islam

Chairman

Place: Dhaka Date: 15th October, 2018

Page | 67

(xv) Description of licenses, registrations, NOC and permissions obtained by the issuer with issue, renewal and expiry dates:

Particulars License Issuer/ Issuing Authority Registration/Certifica

te/ License No. Issue Date Renewal Date Expiry Date

Certificate of

Incorporation

Registrar of Joint Stock Companies

and Firms (RJSC) C-53999(694)/004 22-08-2004 N/A N/A

E-TIN Certificate National Board of Revenue (NBR) 133509752337 23-03-2014 N/A N/A

VAT Registration

Certificate

Custom, Excise & VAT Agrabad

Division, Chittagong 000259875 06-06-2017 N/A N/A

Business Identification

Number (BIN) Details National Board of Revenue (NBR) 000259875 06-06-2017 N/A N/A

Trade license Sreepur Municipality, Gazipur 126/17-18 09-07-2017 09-07-2017 30-06-2019

Fire License Bangladesh Fire Service and Civil

Defense (Dhaka Division) Dhaka/21257/2008 25-09-2014 04-07-2017 30-06-2019

Factory License Gazipur District 14118 07-04-2009 02-08-2017 30-06-2019

IRC Controller office of Import and Export,

Dhaka 0190468 04-09-2008 23-07-2017 30-06-2019

ERC Controller office of Import and Export,

Dhaka 0093267 28-08-2008 18-07-2017 30-06-2019

Environment clearance Certificate

Department of Environment, Gazipur 18-03556 08-06-2009 05-04-2018 07-06-2019

BGMEA Member Certificate

Bangladesh Garment Manufacturers &

Exporters Association 4808 04-01-2018 04-01-2018 31-12-2019

BGMEA Insurance Benefit Certificate

Bangladesh Garment Manufacturers &

Exporters Association 220 26-07-2018 01-08-2017 31-12-2019

BERC License Bangladesh Energy Regulatory

Commission

BERC/POWRER/CPP-

0115/L/0199/1438 31-05-2009 29-09-2016 30-05-2020

Board of Investment (BOI)

Bangladesh Investment Development

Authority L-62090801020 29-01-2008 N/A N/A

(xvi) Description of any material patents, trademarks, licenses or royalty agreements: Aman Tex Limited does not have any material patents, trademarks, licenses or royalty agreements. (xvii) Number of total employees and number of full-time employees:

The company has 4,541 full time employees as on June 30, 2018 and a varying number of seasonal and temporary workers

as required. The details are given below:

Salary Range (Monthly) Category Officers and Staffs Workers

(Permanent) Total

Head Office Factory

Not less than Taka 5,300/- Full time Employees 27 141 4,373 4,541

Part time employees - - - -

Less than Taka 5,300/- Full time Employees - - - -

Part time employees - - - -

Total 27 141 4,373 4,541

Page | 68

(xviii) A brief description of business strategy

ATL’s key strategic objectives are to

▪ Ensure sustainable growth and modernization of existing facilities with potential for success through increasing capacity and manufacturing efficiency;

▪ Achieve global competitiveness and to derive the full benefit of our demographic and wages advantage; ▪ Achieve technological superiority; ▪ Strengthening financial resources; ▪ Maintain state-of-the-art manufacturing facilities for ensuring best quality products to the customers; ▪ Obtain world class accreditation by proper execution of ISO 9001:2008 standard and best practices that are

proven effective (xix) A table containing the existing installed capacities for each product or service, capacity utilization for these products or services in the previous years, projected capacities for existing as well as proposed products or services and the assumptions for future capacity utilization for the next three years in respect of existing as well as proposed products or services. If the projected capacity utilization is higher than the actual average capacity utilization, rationale to achieve the projected levels:

Particulars Existing Installed

production Capacity (MT)

Capacity utilization (%) Projected capacity (%)

2015-16 2016-17 2017-18 2018-19 2019-20 2020-21

T-Shirt 90,00,000 84.66 75.14 72.15 77.00 72.00 72.00

Polo Shirt 75,00,000 85.15 73.69 70.99 80.00 82.00 84.00

Tank Top 75,00,000 83.39 74.10 68.18 80.00 81.00 84.00

Leggings 45,00,000 84.95 75.00 65.10 80.00 80.00 82.00

The Company has projected that the capacity utilization will be increased. As the total market is increased day by day and market share of the company is increasing. Also, the Company is planning for expansion as mentioned in the “Use of Proceeds”. Hence, the management of the Company thinks that the projected capacity is attainable. (e) Description of Property (i) Location and area of the land, building, principal plants and other property of the company and the condition thereof: The Principal Plants and other Property of Aman Tex Limited mostly located at its factory at Boiragirchala, Sreepur, Gazipur. The company has a total land area measuring 608.25 decimal within one boundary wall where plants, building and other properties are situated. The Corporate Office is situated at 2 Ishakha Avenue, Sector # 6, Uttara and Dhaka, Bangladesh. The company possesses the following fixed assets as on June 30, 2018:


Name of the Assets As on June 30, 2018

Amount in Tk.

Land and Land Development 638,662,500

Building 1,236,543,816

Plant & machinery 682,510,063

Electrical equipment 15,523,214

Furniture & fixture 17,058,824

Office equipment 16,842,188

Motor vehicle 34,099,860

Gas line installation 992,611 Internal road 640,713 Fire equipment 5,035,859 Total 2,647,909,649

Page | 69

The above-mentioned properties are in good condition. The plant and machinery of the Company have been owned by the Company and were purchased in brand new condition. *The Company has 608.25 decimal land the description of which is as under:

Deed No

Date of purchase

Date of mutation

Last payment date of current

rent (Bangla

Year)

Khatian No.

Plot No.

Deed value Land

development cost

Total Cost Area of

Land (Decimal)

Current Use

8621 02/09/2005 08/08/06

21.03.19 For 1426

Please Refer to below table


6,72,000 61,015,500 61,687,500 58.75

Factory & Related Facilities

3224 14/05/2006 08/08/06 538,676 92,155,324 92,694,000 88.28

3223 14/05/2006 08/08/06 2,425,114 231,430,886 233,856,000 222.72

6265 23/08/2006 26/09/06

1,700,000 136,438,000 138,138,000 100.81

25/09/06 30.75

6391 28/08/2006 26/09/06 220,000 25,967,000 26,187,000 24.94

8380 21/11/2006 24/01/07 295,000 42,755,000 43,050,000 41.00

8381 21/11/2006 24/01/07 334,118 42,715,882 43,050,000 41.00

Total 632,477,592 638,662,500 608.25

Deed No Khatian No. Plot No.

CS SA RS CS SA RS

8621 338 911 61 1851 1851 7760

3224

91 25 61 1851 1851 7760

4/282 466 328 1841/2210 1841/2210 7755

4/012 467 329 1841/2210 1841/2210 7756

166/1 477 937 1841/2210 1841/2210 7757

338 600 293 1841/2210 1841/2210 7757

99 264 279 1841/2210 1841/2210 7758

3223

91 25 61 1851 1851 7760

4/282 466 328 1841/2210 1841/2210 7755

4/012 467 329 1841/2210 1841/2210 7756

166/1 477 937 1841/2210 1841/2210 7757

338 600 293 1841/2210 1841/2210 7757

99 264 279 1841/2210 1841/2210 7758

6265 338 911 61 1851 1851

7759

7760

7761

7762

253 1001 244 1968 1968 12587

6391 338 911 61 1851 1851 7761

7762

8380 4/282 4/18

25 264

328 1841/2210 1841/2210 7758

8381 4/282 4/18

25 264

328 1841/2210 1841/2210 7758

(ii) Whether the property is owned by the company or taken on lease: The Company itself owns the entire property except 6 (Six) nos. of motor vehicles leased from Phoenix Finance and Investment Limited (PFIL) which is as follows:

(As on 30th June 2018)

Name of Lessor

Principal terms & conditions

Date of Expiry

Details of lease payment

Lease Amount (Taka)

Rate of Interest (%)

Sanction Date

Monthly Installment

(Taka)

Lease Period (monthly

basis)

Aggregate no. of installment

paid

Outstanding Balance (Taka)

Phoenix Finance & Investment Ltd.

1,30,00,000 15.00% 29.12.2015 3,02,487 60 Months 05.08.2021 PFIL/VL-49/2015

96,61,173

Page | 70

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

including details of land development cost, if any and current use thereof: Details of lands

Deed No

Date of purchase

Date of mutation

Last payment date of current

rent (Bangla

Year)

Khatian No.

Plot No.

Deed value Land

development cost

Total Cost Area of

Land (Decimal)

Current Use

8621 02/09/2005 08/08/06

21.03.19 For 1426



6,72,000 61,015,500 61,687,500 58.75

Factory & Related Facilities

3224 14/05/2006 08/08/06 538,676 92,155,324 92,694,000 88.28

3223 14/05/2006 08/08/06 2,425,114 231,430,886 233,856,000 222.72

6265 23/08/2006 26/09/06

1,700,000 136,438,000 138,138,000 100.81

25/09/06 30.75

6391 28/08/2006 26/09/06 220,000 25,967,000 26,187,000 24.94

8380 21/11/2006 24/01/07 295,000 42,755,000 43,050,000 41.00

8381 21/11/2006 24/01/07 334,118 42,715,882 43,050,000 41.00

Total 632,477,592 638,662,500 608.25

Deed No Khatian No. Plot No.

CS SA RS CS SA RS

8621 338 911 61 1851 1851 7760

3224

91 25 61 1851 1851 7760

4/282 466 328 1841/2210 1841/2210 7755

4/012 467 329 1841/2210 1841/2210 7756

166/1 477 937 1841/2210 1841/2210 7757

338 600 293 1841/2210 1841/2210 7757

99 264 279 1841/2210 1841/2210 7758

3223

91 25 61 1851 1851 7760

4/282 466 328 1841/2210 1841/2210 7755

4/012 467 329 1841/2210 1841/2210 7756

166/1 477 937 1841/2210 1841/2210 7757

338 600 293 1841/2210 1841/2210 7757

99 264 279 1841/2210 1841/2210 7758

6265 338 911 61 1851 1851

7759

7760

7761

7762

253 1001 244 1968 1968 12587

6391 338 911 61 1851 1851 7761

7762

8380 4/282 4/18

25 264

328 1841/2210 1841/2210 7758

8381 4/282 4/18

25 264

328 1841/2210 1841/2210 7758

(iv) The names of the persons from whom the land 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:

Deed No.

Name of the Seller Area of land in Decimal

Cost of acquisition (Taka) Relationship with issuer/

directors/ sponsors Deed Value

Registration Cost

Total Cost

8621 1. Md. Dildar Hossain 2. Most. Monju Begam 3. Abu Taher

58.75 672,000 84,000 756,000 No relationship between sellers of land and issuer/ directors/ sponsors 3224

Guardian-Farida Yasmin on behalf Minor Jannatul Ferdous (Muna)

88.28 538,676 67,335 606,011

3223 1. Md. Fazle Rabbi Khan (Riad) 222.72 2,425,114 303,139 2,728,253

Page | 71

Deed No.

Name of the Seller Area of land in Decimal

Cost of acquisition (Taka) Relationship with issuer/

directors/ sponsors Deed Value

Registration Cost

Total Cost

2. Most. Farida Yasmin

6265 1. Moulana Md. Mofiz Uddin 2. Hafez Md. Abul Khayer 3. Most. Sufia Khatun

131.56 1,700,000 212,500 1,912,500

6391 1. Alhazz Md. Shafizuddin 2. Alhazz Md. Maeenuddin 3. Md. Helal Uddin

24.94 220,000 27,500 247,500

8380

1. Most. Hasina Begam 2. Most. Anowara Khanam 3. Md. Moniruzzaman Khan 4. Md. Bodiuzzaman Khan 5. Md. Shahiduzzaman Khan 6. Md. Akteruzzaman Khan 7. Most. Fatema Khanam 8. Most. Aysha Khanam 9. Most. Khosheda Khanam 10. Most. Rahima Khanam 11. Most. Ferdousi Khanam 12. Most. Nargis Khanam 13. Most. Roksana Khanam 14. Most. Rabea Khanam 15. Most. Rehena Khanam

41.00 295,000 36,875 331,875

8381

1. Md. Abdul Awal 2. Md. Kamruzzaman Khan 3. Most. Lutfun Nesa Khanam 4. Most. Rahela Khanam 5. Md. Shafiqul Islam 6. Md. Saiful Islam 7. Most. Bilkis Akter 8. Most. Selina Akter 9. Most. Kalpona Akter 10. Most. Shapna

41.00 334,118 41,765 375,883

Total 608.25 6,184,908 773,114 6,958,022

Approval pertaining to use of lands As the Company owns its lands, no approval is required in terms of the use of the lands. (v) Details of whether the issuer has received all the approvals pertaining to use of the land, if required: The Company has duly purchased all of its land and thus does not require any approvals pertaining to use of the land. There is no restriction/limitation/ time bar attached to the land relating to its usability and transferability. (vi) If the property is owned by the issuer, whether there is a mortgage or other type of charge on the property, with name of the mortgagee:

Name of the Properties which is under mortgage Name of the mortgagee

All the land of the company a total of 608.25 decimal is under registered mortgage located in Sreepur, Gazipur District.

Al-Arafah Bank Limited

There is no other type of charge

Page | 72

(vii) If the property is taken on lease, the expiration dates of the lease with name of the lessor, principal terms and conditions of the lease agreements and details of payment: The Company itself owns the entire property except 6 (Six) nos. of motor vehicles leased from Phoenix Finance and Investment Limited (PFIL) which is as follows:

(As on 30th June 2018)

Name of Lessor


Date of Expiry


Lease Amount (Taka)

Rate of Interest (%)

Sanction Date

Monthly Installment

(Taka)

Lease Period (monthly

basis)

Aggregate no. of installment

paid



1,30,00,000 15.00% 29.12.2015 3,02,487 60 Months 05.08.2021 PFIL/VL-49/2015

96,61,173

Principal terms and conditions of the lease agreements:

Interest Rate 15.00%

Tenor 5 years

Repayment Amount 33,38,827

Purpose Vehicle purchase

Security Personal guarantee of all Directors of Aman Tex Limited

Page | 73

(viii) Dates of purchase of plant and machineries along with sellers name, address, years of sale, condition when purchased, country of origin, useful economic life at purchase and remaining economic life, purchase price and written down value:

SL No.

Name of the machinery No of

Machine Date of

Purchase Seller name & address

Ye

ar o

f sa

le

Condition Country of

Origin

Useful economic

life at purchase

Estimated remaining useful life

Total purchase price with other cost (Amount in

BDT)

Written down value (Amount in

BDT)

01 Imaster Fabric Dyeing Machine Type 140/1

15 Sets 11.11.2008

Thies GMBH & CO. KG. Borkener Strabe,155 Am WeibenKreuz, 48653 Coesfeld, Germany.

N/A Brand New Germany 25 years 16 years 259,484,739 100,529,704

02 Bruckner High Capacity Single Layer Stenter Type Power-Frame

01 Set 26.10.2008

Bruckner Textile Technologies, GMBH Benzstrasse 8-10, D-71229 Leonberg, Germany


03 Waste Water Treatment Plant for Dyeing Industry.

01 Unit 19.12.2008

Panta Rei Srl CEE Italy. Vaile Sondrio,720124 Milano,Italy

N/A Brand New Italy 25 years 16 years 21,033,536 8,148,823

04

Capital Machinery & Equipment for Dyeing & Finishing of Textile Industry.

01 Unit 19.11.2008

Santex AG Switzerland Fflieneneggstrasse 9 Tobel-Tagerscher 9555, Switzerland

N/A Brand New Switzerland 25 years 16 years 55,059,085 21,331,018

05

a) Fukuhara High Speed Single Knit Circular Knitting Machine. b) Double Jersey Rib Circular Kniting Machine. c) Multi Feed Interlock Machine. d) Single Knit with 4-Colour & 6-colour Automatic Striper Machine

31 Sets 17.10.2008

Fukuhara Industrial and Trading Co. Japan. 6-14, Kitahama-Hagashi, Chuo-Ku, Osaka-540, Japan

N/A Brand New Japan 25 years 16 years 192,015,805 74,390,857

06

Double System Computerized Flat Knitting Machine with Standard Accs.

10 Sets 12.10.2008

Shima Seiki MFG. Ltd.Japan. 85 Sakata Wakayama 641-8511, Japan


07

Brand new cleaver brooks 4 pass wetback automatic packed firetube steam boiler.

1 Set 24.12.2008

Cleaver Brooks Inc. U.S.A. 11950 West Lake Park Drive Milwaukee, W153224 USA

N/A Brand New U.S.A. 25 years 16 years 14,933,110 5,785,393

Page | 74

SL No.


Machine Date of


Ye

ar o

f sa

le


Origin

Useful economic

life at purchase



BDT)


BDT)

08 Screw Type Air Compressor with dryer & stnd. Related accs.

03 Sets 17.09.2008

Kaeser Kompressoren Gmbh Germany. Carl-Kaeser-Strable 26,96450 Coburg postfach 2143 96410 Coburg


09 Double Sqreezer for tubular Knitted Fabrics

02 Sets 15.11.2008

Corino Mac. SPA Italy. Strada Statale 231,1-12066 Monticello D Alba Italy.


10

Compacting Machine, Grey Sllitting Cloth-opening machine, Unrolling& Folding/Overturning/Folding Machine

06 Sets 19.12.2008

Ferraro Spa, Italy. 21015 Lonate Pozzolo (Varese)-Italy-Via Busto Arsizio, NR 120, Italy


11

Thermal Oil Boiler, partially assembled, with insulation for a capacity of 2000000 kcal/h, for fuel oil in accordance with DIN stnd. 51603

01 Set 19.12.2008

Bruckner Textile Technologies GMBH Benzstrasse 8-10, D-71229 Leonberg, Germany


12

Data Colour spectrophotometer, data color match textile formulation software.

08 Sets 04.12.2008

Datacolor Asia Pacific, H.K. Ltd. Room4301,43/F, Metropalaza Tower,11,223 Hing Fong Road, Kwai Chung, Hongkong

N/A brand New Hong Kong 25 years 16 years 7,561,787 2,929,591

13 Batch Dying Machine, Fong's Allfit Medium Batch Dyeing Machine.

04 Sets 13.01.2009

Fong's National Macao. Avenida da praia Grande, No 730-804 China plaza, 12 Andar F Macau

N/A Brand New China 25 years 16 years 11,287,784 4,373,119

14 Lab Humy Tester II/analyser complete, c step connec. MSS O, 5X

03 Sets 17.11.2008

Mesdan S.P.A. Italy. Via Masserio 06 Raffa Dipuegnago Bs 25080, Italy

N/A Brand New Italy 20 years 11 years 2,024,233 784,229

15 XENOTEST Lab Equipment with stnd. accessories.

01 Unit 17.11.2008

Atlas Material Testing Tech. Vogelsbergsty 2265589, Linsengericht/ Attenhasslau, Germany.


Page | 75

SL No.


Machine Date of


Ye

ar o

f sa

le


Origin

Useful economic

life at purchase



BDT)


BDT)

16 Lab Testing Equipment 45 Nos 04.12.2008

SDL Atlas Ltd. U.K. Po Box 162, Crown Royel, ShaiocrossStreet, Stockport, SKI 3Jw, UK

N/A Brand New U.K. 20 years 11 years 3,966,355 1,536,647

17

Steam-flue gas operated Double Effect LiBr Absorption Chiller, Hot water Operated LiBr Absorption Chiller

02 Sets 07.05.2009

Jiangsu Shuangliang China. No.88 xili Road, Shuangliang Industrial park ligang tower Jiangyin, 214444, China


18 Air Handling 126 Nos 14.05.2009

Nanjing Tica Air-Conditioning Co., Ltd. China Mo-6, Henge Road,Economic & Technological Development zone Nanjing 210046,China


19 Tubular Fab. Inspection/Releasing Machine

06 Sets 05.01.2009

Foshan Yibao Trading Co.Ltd. China. No-16-21,2/F Building 15, Yimej, fioshan 528000, China

N/A Brand New China 15 years 6 years 1,696,296 657,180

20 Ventilation Exhaust Fans with auto Shutters & 1-HP

40 Sets 19.12.2008

Kasetphand Ind Co., Ltd. China 100 M.3 SoiSuksawad 76, Suksawad RD, Bangjark, phrapradaing, Samutprakam

N/A Brand New China. 15 years 6 years 1,453,724 563,203

21 Electrical Equipment 01 Lot 02.02.2009

Federal Elektrik A.S. Organize SunayiBolgesi 1, Yo/no.25 Hanli, Adapazarisakarya, Turkey.

N/A Brand New 25 years 16 years 10,637,914 4,121,346

22 Tubular Sewing Machine

01 No 20.01.2009

Comatex Textile Machinery SRI Italy Via Ciurlina,75-24050 Ghisalba, Italy

N/A Brand New Italy. 20 years 11 years 2,537,597 983,117

23 Sewing Machine (Focus) with stnd. accessories

41 Sets 01.01.2009

Focus Garment Tech Pte. Ltd. 1 TOH Truk Link 04-01, Singapore 596222

N/A Brand New Singapore 20 years 11 years 2,232,541 864,932

Page | 76

SL No.


Machine Date of


Ye

ar o

f sa

le


Origin

Useful economic

life at purchase



BDT)


BDT)

24 Busbar TrunkingSustem (Having Voltage)

01 Lot 15.01.2009

EAE Electrik Asansor End. Insaat San.VE TIC A.S.CakmakliMahallesi 2,Cadde 119,Sokak No.12,34522 Kirac Istanbul, Trukiye

N/A Brand New Turkish 25 years 17 years 27,552,483 11,267,418

25

"OverlockMachine, InterlockMachine, Overedger Machine"& Flatbed Double Chainstitch Machine

46 Sets 04.12.2008

Pegasus Sewing Machine Pte Ltd. 135 Joo Seng Road, #03-04 PM Industrial Building, Singapore 368363

N/A Brand New Singapore 20 years 12 years 10,560,256 4,318,552

26

Brother Brand Model Machinery. with std. Accs. for readymade Garments Industry.

25 Sets 22.11.2008

Brother Int'l Singapore Pte. Ltd. 152 Beach Road #25-01/04 Gateway East Singapore 189721


27 Sets pls Refer to the attached page

195 Sets 20.01.2009

Juki Singapore Pte. Ltd. 20 Bendemeer Road #04-12 Cyberhub, Singapore 339914


28 Plate Heat Exchanger

02 Sets 09.02.2009

Qingdao Honest Trading Co.Ltd. Room#2606, Futai Square A, No-18, Hongkong Middle Road, Qingdao, China


29 Temperature Controlling Instruments.

126 Nos 23.04.2009

Honeywell Automation India Ltd. (Jabel Ali Branch), License No-07839, P.O. Box-262263, Jable Ali, Dubai, (UAE)

N/A Brand New Dubai, (UAE) 20 years 12 years 1,197,776 489,823

30 New Cap Mac Plotter Stream

01 Set 05.01.2009

Algotex SRL Sede Legale via DI Mezzo Levante,1751,40014 Crevalccre (Bologna), Italy

N/A Brand New United

Kingdom 20 years 12 years 1,057,645 432,517

31 Wascator Fom 71 Cls with M&S Card,

01 Set 09.02.2009

John Godrich John Godrich Pellow House old Street Ludlow, Shropshire SY8 1NU, United kingdom

N/A Brand New United

Kingdom 20 years 12 years 786,958 321,821

Page | 77

SL No.


Machine Date of


Ye

ar o

f sa

le


Origin

Useful economic

life at purchase



BDT)


BDT)

32 Check Valves 371 Nos 09.02.2009

ARI Armaturen Albert Richter GMBH Armaturenfabrik, Postach-33750, Schloss Holte-Stukenbtock, Germany


33 Gas Generator Set (Catterpillar)

01 Set 18.03.2009

Caterpillar S.A.R.L Caterpillar S.A.R.L,7, Iractor Road, Singapore-62/968


34 High Speed Hard Cone Yarn Winding Mac.

01 Set 03.06.2009

Changli Textile Machinary Co. Ltd. 25 Putuoshan Road Beilun science and Techonlogy zone, Beilun, Ningbo, Zhejang, China


35 HE60 &Reel, Inverter 4s System, Door By Air cylinder.

02 Sets 03.06.2009

Hanseong Mac. MFG. Co. Ltd. 1121-1 Singil-Dong Danwon-GuAnsan-Shi kyounggi, Korea

N/A Brand New Korea 20 years 12 years 3,397,342 1,389,322

36 Dye Was & Dspng Equipments.

01 Sets 18.05.2009

Logic Art Automation Co.Ltd. 8F-7, No.16 Lane 609, Sec-5 Chung Shin RD, San Chung City, Taipei Hsien, Taiwan

N/A Brand New Taiwan 20 years 12 years 348,432 142,489

37 Cargo Lift 2000 Kg. 7 Stops 2 Sets

03.08.2009

Allied Sky Int'l Ltd. 1/Floor, Block-A,Maulam Commercial Building,16-18 Maulam Street,Yau Ma Tel,Kowloon,Hongkong

N/A Brand New Hongkong 25 years 17 years 5,140,760 2,102,282

38 Automatic Sewing Machine (Kansai Special Brand)

50 Sets 23.11.2009

Morimoto Singapore Pte Ltd. No.09, Changi south Street 3 No.02-02, Singapore 486361


39 Sewing Machine (Overlock Machine)

641 Sets 30.12.2009

Juki Singapore Pte.Ltd. 20 Bendemeer road, No-04-12, Cyberhur, Singapore 339914


40

Overlock Machine, Snap Fastening Machine, Needle Detector, Cutting Machine & Inspection Machine

567 Sets 08.03.2010

Juki Singapore Pte. Ltd. 20, Bendemeer Road, No-04-12, Cyberhub, Singapore 339914


Page | 78

SL No.


Machine Date of


Ye

ar o

f sa

le


Origin

Useful economic

life at purchase



BDT)


BDT)

41 Faltbed Machine, Bottom cover stitch machine.

35 Sets 05.01.2010

Morimoto Singapore Pte Ltd. No.9, Changi South Street 3 #02-02, Singapore 486361


42 Automatic Embroidery Machine

3 Cases 11.03.2010

Unity Trading Corporation 2-4-15, Kita Chikusa-KM Nagoya 464-0083, Japan


43

Universal Controller, Power supply Module controller, Immersion temperature sensor, Motorized actuator for valve.

12 Nos 20.07.2009

EMI Engineering Pte. Ltd. 15 West Coast Highway #03-07 Pasir Pangjang Building Singapore 117861

N/A Brand New Singapore 20 years 13 years 495,733 225,252

44

Walk Behind floor Scrubber, Wet and Dry Vacuum Cleaner, Wet and Dry Carpet Cleaner

03 Sets 03.06.2009

ACE(S) Management Pte Ltd, Singapore. 16 Arumugam Road No-02-05 Lion Building D, Singapore 409961


45 Fukuhara 3-Thread Fleece Machine

4 Sets 09.09.2009

Fukuhara Ind. & Trading Co. Ltd. 6-14, Kitahama-Hagashi, Chuo-Ku, Osaka-540, Japan


46 Automatic Fabric Spreading Machine.

01 Set 23.08.2009

Kuris Spezialmaschinen Gmbh. KURIS-Spezialmaschinen GmbH, Werkstr,29,71384, Weinstadt, Germany


47 Juki Brand Sewing Machine

331 Sets 17.07.2009

Juki Singapore Pte. Ltd. 20 Bendemeer Road No-04-12 Cyberhub, Singapore 339914


48 BusbarTrunking Sustem (Having Voltage:800V)

01 Lot 16.09.2009

Elektrik Asansor End. ChamakliMahallesi,2 Cad 119 Sokak No-12,34522 Kirac/Istanbul, Turkiye

N/A Brand New Turkey 20 years 13 years 5,406,263 2,456,509

Page | 79

SL No.


Machine Date of


Ye

ar o

f sa

le


Origin

Useful economic

life at purchase



BDT)


BDT)

49 Complete Shanghai Mitsubishi Lift

01 Unit 17.10.2009

Allied SKY International (HK) Ltd. 1/Floor,Block- A, MauLam Commercial Building,16-18,Mau Lam Street, yau Ma Tei, Kowloon, Hongkong

N/A Brand New Hongkong 20 years 13 years 1,629,414 740,377

50 Backtape Attaching Machine, Sewing machine,

18 Sets

01.08.2009

Morimoto Singapore Pte Ltd, Singapore. Changi South Street 3, No-02-03, Singapore 486861

N/A Brand New

Singapore 20 years 13 years 3,267,593 1,484,736

51 Needle Detector Vacuum Iron Table

01 Set 16 Set

19.12.2009

Focus Garment Tech Pte Ltd. 1 TOH Truk Link 04-01, Singapore 596222


52 Busbar Trunking System

01 Lot 15.01.2010

EAE Elektrik Asansop End Insaat San Ve TIC A.S. AKC AburgazMh;119, SK. No-10 Esenyurt/Instanbul, Turkye

N/A Brand New Turkey 20 years 13 years 7,091,649 3,222,318

53

Glass Printing Table, Pneumatic Heat Press Machine,MegnentGally Mesh Stretching Machine, Ink Mixture Machine

14 Sets 18.02.2010

Shanghai Huicheng Foreign Trade Co. Room-501, Zhongnan Building,158, PuHui Tang Road, Shanghai, China


54 Automatic Tape Cutting Machine, Spot Remover Machine with Spray Gun

04 Sets 22.01.2010

Focus Garment Tech Pte Ltd. 1 TOH Truk Link 04-01, Singapore 596222


55 Ass SSTl Beaker 150, Autolab Glass Bottle INJ

113 Pcs 10.05.2010

Datacolor Asia Pacific (HK) Ltd. Room4301,43/F,Metropalaza Tower,11,223 Hing Fong Road,Kwai Chung,Hongkong

N/A Brand New Hongkong 15 years 8 years 318,593 144,763

56 Hanseong HD50 Dryer 4 Sets 20.08.2010

Hanseong Machinery MFG. Co. Ltd. 1121-1, Singil-Dong Danwon-GuAnsan-Shi, Kyounggi, Korea

N/A Brand New Korea 20 years 13 years 2,794,869

1,269,938

57 Truburst2” Intelligent” Bursting Strength tester. (Textile Testing Machine)

Cabinets 12.08.2010 James H. Heal and Co., Ltd. Halifax Hx3 6EP, England

N/A Brand New England 15 years 8 years 1,523,664 692,326

Page | 80

SL No.


Machine Date of


Ye

ar o

f sa

le


Origin

Useful economic

life at purchase



BDT)


BDT)

58 Mini Dryer Padding Mangle

1+1 (Unit)

02.07.2010

Copower Technology Co. Ltd. No-12, lan-240, Nane Yank Street, CHT-City, Taipei, Taiwan

N/A Brand New Taiwan 15 years 8 years 603,121 274,047

59 Gas Generator 01 Sets 10.01.2011

Caterpillar SARL Singapore Branch,27 Tractor Road, Singapore 27958


60 Flexjet-E Garment 01 Sets 06.09.2010

Ioline Corporation 14140 Ne 200th Street, WoodInvile, WA 98072, USA

N/A Brand New USA 15 years 8 years 819,666 372,442

61 Ahiba IR 20X150 cc 01 Unit 19.06.2011

Datacolor Asia Pacific (HK) Ltd. Room-4301,43/F Metropalaza Tower,223 Hing Fong Road, Kwai Chung, Hongkong

N/A Brand New Hongkong 15 years 8 years 1,021,885 464,326

62 Filter Press consists 01 Unit 12.02.2011

Hangzhou Yuyaao International Trading Co., Ltd. 13 no Building,48 Mingya-Yuan, Jinjiadu Village Liangzhu Town, Yuhang District Mangzhcu, China


63

Leather Printing Table, Leather Printing Table with movable IR Dryer JM-T001, Pneumatic Heat Press Machine JM-Q01, Tunnel Dryer JM-S02

07 Sets 27.01.2011

Shanghai Xuhui Foreign Trade Ltd. No.19, Line-999.Zhongshan Nan Er Road,Shanghai,China


64 Single - Layer Stenter

01 Sets 01.07.2011

Bruckner Textile Technologies GMBH and Co. KG Benzstrasse 8-10, D-71229 Leonberg, Germany


65 Compacting Machine 01 Unit 06.06.2011

Ferraro SPA 21015 Lonate Pozzolo (Varese)-Italy-Via Busto Arsizio, NR 120, Italy


66 Multipara Meter & Spare Parts for Textile Machineries

01 Unit 11.05.2011

Panta Rei Water Solution Panta REI SRL-via Alsazia No. 3-35127 padova-Italy


Page | 81

SL No.


Machine Date of


Ye

ar o

f sa

le


Origin

Useful economic

life at purchase



BDT)


BDT)

67 Water Treatment Plant Robuschi Blower RBS 66/F-Uni/Ansi-HT

03 Unit 27.07.2011

Panta Rei Water Solution Panta REI SRL-via Alsazia N 3-35127 padova-Italy

N/A Brand New Italy 25 years 19 years 694,985 350,876

68 Conveyor type Needle Detector.

01 Set 25.06.2011

Hashima (S) Pte Ltd. 12 Tannery Road, No-04-05 HB Centre,Singapore


69 Screen Printing Machine

01 Unit 29.11.2011

M&R Sales & Service Inc. 1 N372 Main ST. GBEN Fllyn, IL 60137 USA, (630)858-6101,

N/A Brand New USA 25 years 19 years 19,862,711 10,028,066

70 Fong's All Fitt Medium Batch Dyeing Machine

02 Sets 31.03.2012

Fong's National Dyeing and Finishing Machinery (Macao Commercial Offshore) Co. Ltd. Unit G,12/F, ED, China Plaza,762-804Avenida DA Praia, Macao


71 Plotter Tune 205 Two Printh. complete & Accessories

01 Set 21.03.2012

Advanced Techne SRL Unipersonale ALG TEX Via Di Mezzo Levante 1751,40014 Crevalcore (Bologna) Sede Legale Plazza Galvani3 4014, Italy


72 Duet-Auto Feed Single Ply Fabric Cutting Machine

01 Unit 14.03.2012

Plotter Technology Ltd. Unit 5, Broad Field close, Croydon, Surrey, Cro 4xR, England

N/A Brand New England 20 years 14 years 1,007,781 508,797

73

Magnatic Flow Meter for Raw Effluent and Treated Water krohne Make Model AQUAFLUX

02 Unit 29.02.2012

Krohne Marshall Pvt. Ltd. A-36/B-14 MIDC Industrial Area, H-block Pimpri pune,411018-India.

N/A Brand New India 20 years 14 years 612,674 309,320

74

Multi-Head Automatic Embroidery Machine Sequin Device Type 1V (Left-3mm) for 6 Heads with all guides

01 Set 13.04.2012

Tajima Industrial Ltd Shirakabe 3-Chome Higashiku, Nagoya, Japan 4610011


Page | 82

SL No.


Machine Date of


Ye

ar o

f sa

le


Origin

Useful economic

life at purchase



BDT)


BDT)

75

Max Newton Screen Stretching System Pallet 12" X 22", 12 Inch Squeege Holder & Flood Bar

48 Unit 04.03.2012

M&R Sales & Service Inc. 1N 372 Main St. Glen Ellyn, IL60137 USA

N/A Brand New USA 20 years 14 years 742,216 374,722

76

Slitting Squeezing with Enzyme Washing (Auto Filtering) Machine

01 Set 23.04.2012

Corino Machine S.P.A StradaStatale 231,1-12066 Monticello D Alba Italy.


77

Brushing Machine (Type-HS ST),Raising Machine(Type-MC20/24 GF Knit)

01 Set 08.06.2012

Mario Crosta S.R.I Corso Sempione,67-21052 Busto Arsizio (VA)-Italy


78

Grand Brand GT22-12 Model Thread Trimming Machine

32 Sets 25.05.2012

Grand Enterprise (Asia) Ltd. Flat 11,15/F, Phase 2, Superluck Industrial Building,57 shaTsui Road, Tsuen Wan N.T. Hongkong

N/A Brand New Hong Kong 20 years 15years 2,033,413 1,140,674

79 Sewing Machine Needles

70,000 Pcs

03.06.2012

Groz-Beckert KG Ebingen, Postfach 10 02 49, D-72423 Albstadt, Germany

N/A Brand New Germany 20 years 14 years 778,734 436,843

80 "IMaster H2O" Fabric Dyeing Machine Type 140/6

01 Set 19.04.2013

Thies GMBH & Co. KG. Borkener Strabe 155 Am Weiben Kreuz, 48653 Coesfeld, Germany.


81 Ramsons Horizontal Washing Machine,

03 Sets 01 Set

16.12.2012

Ramsons Garment Finishing Equipments Pvt Ltd. No.320/5, Mysore Road, Bangalore 560026, India

N/A Brand New India 20 years 15 years 3,673,768 2,060,857

82

Spirax Steam Flow Meter 8700, Automatic Blowdown Control System

01 Pcs 19.10.2012

Spirax Marshall Pvt. Ltd. Post Box No-29, Kasarwadi, Pune 411034 Maharashtra, India

N/A Brand New India 20 years 15 years 968,747 543,434

Page | 83

SL No.


Machine Date of


Ye

ar o

f sa

le


Origin

Useful economic

life at purchase



BDT)


BDT)

83

Overlock Machine with chine cutter, Interlock Stitch Machine,

29 Sets 04 Sets 06 Sets

04.12.2012

Pegasus Sewing Machine Pte Ltd. 135, JooSeng Road,03-04 Pm Industrial Building, Singapore 368363


84

Chain Link For Tenter,11-Pin plate 18*1/2, Plate wheel for chain P.50, Strip Resitance

1685 Pcs 19.06.2013

Ferraro SPA 21015 Lonate Pozzolo (Varese)-Italy-Via Busto Arsizio, NR 120, Italy


85 Overlock Interlock

25 Sets 06 Sets

04.12.2012

Yamato (Hong Kong) Co. Ltd. Unit 2817-2818,28/F, Metroplaza Tower 1,223 Hing Fong Road, Kwai, N.T Hongkong

N/A Brand New Hong Kong 20 years 16 years 4,779,716 2,979,173

86 Foam Blue 6mm, Coolset Impeller, Screw,

120.00 M 5.00 Pcs 100.00 Pc

26.11.2012

Veit Hong Kong Ltd. Unit 1115, Grandtech Centre,8 on Ping Street, Sha Tin, Hongkong

N/A Brand New Hong Kong 20 years 16 years 1,877,043 1,169,952

87 Steam Boiler 01 Unit 11.05.2013

Cleaver Brooks, Inc 11950 West Lake Park Drive Milwaukee, W153224 USA

N/A Brand New USA 25 years 21 years 14,808,175 9,229,861

88 Mitsubishi Lift 01 Unit 11.05.2013

Alliied Sky International (HK) Ltd. 1/Floor,Block-A,Maulam Commercial Building,16-18 Maulam Street,Yau Ma Tel,Kowloon,Hongkong

N/A Brand New Hong Kong 20 years 16 years 1,227,628 765,174

89 Industrial Sewing Machine Motor (Servo Motor)

30 Sets 25.03.2013

Yamato (Hong Kong) Co. Ltd. Unit 2817/2818,28/F, Netriplaza Tower 1,223 Hing Fong Road, Jwai Fong, N.T, HongKong


Page | 84

SL No.


Machine Date of


Ye

ar o

f sa

le


Origin

Useful economic

life at purchase



BDT)


BDT)

90

Neddle Straight Lockstitcher with Drive Motor, Thread Trimmer, Thread Wiper

30 Sets 25.03.2013

Brother International Singapore Pte Ltd. 152 Beach Road #25-01/04 Gateway East Singapore 189721


91 Band Cutting Machine

02 Sets 31.05.2013

Svegea of Sweden AB Junogatan 5 Se-451 42 Uddevalla, Sweden

N/A Brand New Sweden 20 years 16 years 642,589 400,522

92 Embroidery Machine 02 Sets 22.07.2013

Tajima Industries Ltd. 19-22 Shirakabe 3-Chome, Higashi-KU Nagoya 461-0011, Aichi-pref, Japan


93 Fukuhara High Speed Single Knit Circular Knitting Machine

20 Sets 13.01.2014

Fukuhara Industrial and Trading Co. Ltd. 6-14, Kitahama-Higashi, Chuo-Ku, Osaka-540, Japan


94

Mesh 1300 mm *800mm Valve.cpl, for Iron Lever Band, Foam blue 6mm

290 PC 150 MTR

21.05.2014

Veit Hong kong Ltd Unit 1115,11/F, Grandtech Centre,8 on Ping Street, Shatin, N.T, Hongkong


95 Needle Detector with Standeard

1 Sets 10.07.2014

Hashima (S) Pte Ltd 12, Tannery Road, No-04-05, HB Centre, Singapore 347722


96

Tank Blower Conductor Spcial Pac.for Chemicals Nanocolar Kit 160 Nanocolar Kit 1500

1 Set 1Set 2 Set 1 Set 1 Set

08.05.2014

Panta REI S.R.L Water Solutions Via Alsazia N-3-35127 Padova-PD-Italy

N/A Brand New Italy 20 years 17 years 267,244 183,456

97

Fine bubble Diffuser 9”diameter, Membrane for fine bubble diffuser 9”wheel for Scraping bridge 5”

20500 Kg 07.08.2014

Panta Rei Via Alsazia N-3-35127 Padova-PD-Italy


Page | 85

SL No.


Machine Date of


Ye

ar o

f sa

le


Origin

Useful economic

life at purchase



BDT)


BDT)

98

Spare Parts (Oil filter, Oil separator cartridge, Maintenance kit combination valve, SigmaFluid, Motor Bearings

36000 Kg

05.12.2014

Kaeser Kompressoren Se Sitz; Carl-Kaeser-Str, 26, D-96450, Coburg, Germany

N/A Brand New Germany 20 years 17 years 1,207,275 828,764

99 Fire Rated Doors 34 Set 21.07.2015

National Fire Fight United Arab Emirates PO box 17014, Dubai, United Arab Emirates

N/A Brand New United Arab

Emirates 20 years 18 years 3,451,030 2,632,273

100 Sample Dyeing Machine 03 Set 02.07.2015

Xiamen Rapid Precion Machinery Co., Ltd No.19 Tong an gong ye yuan, Mei Xi dao, Xiamen fujian, China


101 Mathis Beaker Dyeing 01 Set 26.06.2015

Werner Mathis Ag. Rutisbergstrasse 38156 oberhasli, Switzerland

N/A Brand New Switzerland 20 years 18 years 2,274,466 1,734,849

102 Tester Lap Equipment 01 Set 08.03.2015

James Heal Richmond Works Halifax HX3 6EP, England

N/A Brand New England 20 years 18 years 5,264,449 4,015,458

103 Air Conditioning Machine 01 Set 14.08.2015

Stuzi Gmbh Hoisteiner Chaussee 283 22457 Hamburg, Germany


104 Exchange Airend SIGMA28 NTC Temperature

02 Set, 04 Set

11.24.2015

Kaeser Kompressoren SE Kaeser Kompressoren Se Carl, Kaeser, tr,26, D-96450 Coburg, Germany


105

Kansal Brand 04 Needle Cylinderbed, Double chain stitch with 18-Neddle Multi Guage

10 Set 24.01.2016

Kansai Special / 'Morimoto Singapore Ltd No.51 Penjuri Road,02-02 Singapore


106 Compacting machine 1 Set 12.04.2016

Ferraro Spa, Via Busto Arsizio, Via Busto Arsizio 120-21015 Lonate Pozzolo (Va), Italy


Page | 86

SL No.


Machine Date of


Ye

ar o

f sa

le


Origin

Useful economic

life at purchase



BDT)


BDT)

107 Project cut 1852 cutting machine

1 Set

14.06.2016

Advanced Techine SRL Unipersonale Via Della Solldarieta 2/1 LocCrespellano 40053 Valsamoggla, Bolonga, Italy


Total 1,550,742,568 682,510,063

Page | 87

(ix) Details of the machineries required to be bought by the issuer, cost of the machineries, name of the suppliers, date of placement of order and the date or expected date of supply, etc.:

Sl. No.

Name of Machinery Cost of

Machinery (BDT)

Name of Supplier Date of

placement of order

The date or

expected date of supply

1. FUKUHARA HIGH SPEED SINGLE KNIT OPEN WIDTH CIRCULAR KNITTING MACHINE (15 Sets)

104,469,557 Pacific Associates

Limited

Within 3 Months from the date of closing of subscription

6 Months from the date of Order

2. FUKUHARA 3-THREAD FLEECE MACHINE (4 Sets)


Limited

3. FUKUHARA DOUBLE JERSEY RIB CIRCULAR KNITTING MACHINE (6 Sets)


Limited

4. EXCHANGE DIAL & CYLINDER FOR MODEL: M-ER22 (6 Sets)


Limited

5. DYEING MACHINERIES (30 Sets) 451,040,000 THIES GmbH & CO.

KG

6. GARMENT MACHINERIES (1987 Sets) 197,837,970 Servitech

Machinery Limited

7. MW Gas Generator (1 Set) 26,240,000 Bangla Trac Limited

Total 855,222,278

(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 machineries which are yet to be delivered. (xi) If plant is purchased in brand new condition then it should be mentioned:

TO WHOM IT MAY CONCERN We do hereby declare that all the equipment of the Company were purchased in brand new condition. There are no re-conditioned or second hand equipment installed in the Company.

Place: Dhaka Date: 20th September 2018

Sd/- MAHFEL HUQ & CO.

Chartered Accountants (xii) Details of the second hand or reconditioned machineries bought or proposed to be bought, if any, including the age of the machineries, balance estimated useful life, etc. as per PSI certificates of the said machineries as submitted to the Commission:

The Company did not purchase or neither has any intention to purchase any second hand or reconditioned

machineries.

Page | 88

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

Physical Verification Report on

Aman Tex Limited Visited and Accompanied by:

Company Overview: Aman Tex Limited was incorporated as a private limited company on 22 August 2004 Vide Registration No. C-53999(694)/004 and subsequently converted into a public limited company on 24 May 2016 with Registrar of Joint Stock Companies and Firms (RJSC) in Bangladesh under the Companies Act, 1994. The Company started its commercial operation on May 2009. The authorized and paid-up capital of the company is as follows:

Registered Office: The registered office of the company is situated at Boiragirchala, Sreepur, Gazipur, Bangladesh. Corporate Office: The corporate office of the company is situated at 2 Ishakha Avenue, Sector-6, Uttara, Dhaka-1230 Plant: The plant of the company is located at Boiragirchala, Sreepur, Gazipur, Bangladesh. Nature of Business: The principle activities of the Company are textile knitting, dying and finally to producing 100% export-oriented garments products and exporting thereof.

Particulars

Visited by

Mr. Md. Sohel Rahman Chief Executive Officer (Additional Charge) ICB Capital Management Ltd.

Mrs. Swapna Roy Senior Executive Officer ICB Capital Management Ltd.

Mr. Md. Fazlul Hoque Executive Officer ICB Capital Management Ltd.

Ms. Irin Perveen Binte Faruque Principal Officer ICB Capital Management Ltd.

Mr. Iftekhar Alam Head of Primary Market Services, LankaBangla Investments Ltd.

Mr. Estiuque Uddin Analyst, Primary Market Services, LankaBangla Investments Ltd.

Accompanied by Mr. Monirul Islam FCS Group Company Secretary, Aman Group

Particulars Amount in Taka

Authorized Capital 2,000,000,000

Paid up Capital [as on June 30, 2018] 803,700,000

IPO Size (BDT) 2,000,000,000

Face Value 10

Page | 89

Description of Properties: We have identified the properties of Aman Tex Limited:

1) Corporate Office Building: 1,000 square feet of floor space situated at 2, Iskhakha Avenue (4th Floor), Sector-6, Uttara-1230.This floor space is rented from Aman Group Limited.

2) Land: We have found 608.25 decimals of land surrounded by Boundary wall. 3) Building: There are nine buildings in factory premises, these are seven storied factory building, eight

storied ware house & knitting floor building, six storied dormitory-1, eight storied dormitory-2, Utility building, two storied chemical building, batch preparation building, ETP Building and Tharmo boiler building. There are also boundary wall, road and drain.

Details of Buildings status are given below:

No. of Buildings

Building Description

Type (Brick/Tin/Prefabricated Steel)

Total Building

Area Each Floor (sft.)

Usage (sft.)

01 7 (Seven) storied

building

R.C.C Foundation, R.C.C Column Pedestal, RCC-Grade Beam, RCC-Floor, RCC-Lintel, Steel Column, Steel rafter, Steel purlin & M.S profile sheet, outside Ceramic Brick Wall, inside plaster, Inside wall-plastic paint, outside Wall-Barger water repellent, Thai Aluminum with 5mm Glass in window, false ceiling Industrial Door, M.S Grill at Window.

306,912.76

306,912.76

02 ETP Building


17,495.66 17,495.66

03 WTP Building


14,869.57 14,869.57

04 Thermo Boiler

Building


1,439.48 1,439.48

05 Batch preparation

Building


5,691.94 5,691.94

Page | 90

No. of Buildings

Building Description

Type (Brick/Tin/Prefabricated Steel)

Total Building

Area Each Floor (sft.)

Usage (sft.)

06 8 (eight) storied ware house & knitting floor


227,970.40 227,970.40

07 6 (Six) storied

Dormitory


12,140.62 12,140.62

08 8 (eight) storied

Domatory-2


16,234.36 16,23436

09 Utility building


16,014.22 16,014.22

10 Boundary Wall

R.C.C Foundation, R.C.C Column Pedestal, RCC-Grade Beam, RCC-Lintel, outside Ceramic Brick Wall, inside plaster, Inside wall-plastic paint, outside Wall-Barger water repellent.

5,654.17 5,654.17

11 Road Sand, Filling, Makadum, Brick Soaling, Brick Edging Road Block.

17,233.65 17,233.65

12 Drain Brick soaling, C.C Costing/ R.C.C costing, Brick wall inside plaster with Neat finishing, R.C.C slab.

409.95 409.95

List of Machineries:

Sl. No. Name of the Machinery No. of Machine Knitting Department

1 Single Jersey Machine 34 set

2 Fleece Machine 6 set

3 Rib & Interlock Machine 10 set

4 Auto Stripe Single Jersey Machine - 4 Colour 4 set

5 Auto Stripe Single Jersey Machine - 6 Colour 4 set

6 Collar & Cuff Machine 10 set Dyeing Department

7 Dyeing M/C(1500 Kg) 1 Set

8 Dyeing M/C(1000 Kg) 3 set




Page | 91

Sl. No. Name of the Machinery No. of Machine






17 Orgatex 1 set

18 MPSL 1 set

19 Stenter machine 2 set

20 Slitting M/C 2 set

21 Slitting M/C(fer) 1 Set

22 Squeezer 1 Set

23 Dryer 1 Set

24 Tubular Compactor 1 Set

25 Open Compactor (Short) 1 Set

26 Open Compactor (long chain) 1 Set

27 Air Turning 1 Set

28 Un-Rolling 1 Set

29 Bag Sewing 1 Set

30 Inspection (Open) 3 set

31 Hydro Extractor 2 set

32 Tumble Dryer 4 set

33 Sueding m/c 1 Set

34 Brush m/c 1 Set

35 Washing m/c -50kg 1 Set



38 Washing m/c -sample 1 Set

39 Washing m/c -sample 1 Set

40 Washing m/c -Bulk 1 Set

41 Washing m/c -Bulk 1 Set

42 Dryer 5 Set

43 Dip dyeing sample 1 unit

44 Dip dyeing 1 unit

45 Acid wash 1 unit

46 Hydro structor 50kg 1 unit

47 Data color 3 unit

48 Data color Auto Lab 1 unit

49 Light first ness m/c 1 unit

50 Verivide Box 2 unit

51 ICL Pilling & Snagging Tester 1 unit

52 Dryer 1 unit

53 Rota Wash 1 unit

54 Quick Wash Plus 1 unit

55 Two Way Tumble Dryer 1 unit

56 Tumble Dryer 2 unit

57 Wascator FOM71 CLS 2unit

58 Washing M/C 2 unit

59 Vedio Analizer 1 unit

60 Sample Dryer 1 unit

61 Sample Padder 1 unit

62 Brusting m/c 1 unit

63 Crockmarter 1 unit

64 Verified Light Box 1 unit

65 Steam Boiler, 11 ton 2 set

66 Thermo Boiler 1 set

Page | 92


67 Compressor 8 set

68 Com. Dryer 8 set

69 Generator,1600kw 02 Set

70 Lift (Cargo) 02Set

71 W.T.P 01 Set

72 E.T.P (Italy) 01 set

73 Filter Press 01set

74 Metal Cutting M/C 02set

75 Dril l m/c (China) 01set

76 Boosting Pump 02 Set

77 Deep tube-well 01set

78 Welding M/C 04set

79 Pump Motor(100hp) 01 Set

80 Floor Cleaning M/C 1 unit Garments Department

81 SINGLS NEEDLE LOCK STITCH MACHINE 278 set

82 SINGLS NEEDLE LOCK STITCH MACHINE - AUTO 367 set

83 TWO NEEDLE LOCK STITCH (AUTO) 28 set

84 VARTICAL KNIFE 9 set

85 VARTICAL KNIFE AUTO 1 set

86 4 THREAD OVER LOCK (AUTO) 284 set

87 4 THREAD OVER LOCK 38 set

88 4THREAD OVER LOCK (AUTO) 7 set



91 2THREAD OVER LOCK 1 set

92 3THREAD HEMMING OVER LOCK 1 set

93 LETUS OVER LOCK 1 set

94 4THREAD SMALL CYLINDAR OVER LOCK 9 set

95 FLAT LOCK CYLINDER BED (AUTO) 133 set

96 FLAT LOCK CYLINDER BED 15 set

97 FLAT LOCK SMALL CYLINDER BED 13 set

98 FLAT LOCK HEMMING MACHINE (AUTO) 55 set

99 FLAT LOCK FLAT BED (AUTO) 32 set

100 FLAT LOCK FLAT BED 1 set

101 FLAT LOCK TAPE BINDING (AUTO) 74 set

102 BACK TAPE M/C 20 set

103 TWO NEEDLE CHAINS/T 12 set

104 FEED OF THE ARM 10 set

105 SINGLE NEEDLECHAIN S/T 8 set

106 ZIK ZAK(Auto) 12 set

107 PMD 2 set

108 PMD(WISTBAND) 12 set

109 PMD(ELASTIC) 1 set

110 SMOKING 4 set

111 FLAT LOCK WITHSCALLOP M/C 4 set

112 PICOTING 12 set

113 EDGE CUTTER 8 set

114 FLAT SEAMING(Auto) 2 set

115 FLAT SEAMING 3 set

116 EYELET BUTTON HOLE(Auto) 1 set

117 BUTTON HOLE 2 set

118 BUTTON HOLE (AUTO) 32 set

119 BUTTON ATTACH M/C(Auto) 37 set

120 CYCLE SEWING(Auto) 1 set

Page | 93


121 BARTACK(Auto) 21 set

122 RIB CUTTER 18 set

123 SNAP BUTTON (AUTO) 36 set

124 PULL TEST 1 set

125 JUKI 1397 set

126 KANSAI 105 set

127 BROTHER 26 Set

128 PEGUASUS 60 Set

129 TOYA 17 Set

130 TYPICAL 5 Set

131 UZO 23 Set

132 SANKO 1 Set

133 QZN 1 Set

134 PRYM 12 Set

135 IMADA 1 Set

136 SEROVA 4 Set Cutting Section

137 BRAND NAIFE 2 unit

138 END CUTTER(Auto) 5 unit

139 END CUTTER 1 unit

140 CLOTH CUTTING M/C 7 unit




144 LAY SPREADER M/C(Auto) 1 unit 145 FABRIC CHECK 2 unit

146 FUSING 2 unit

147 NUMBERING 6 unit

148 MARKER PRINT(Auto) 1 unit

149 MARKER PRINT(Auto) 1 unit

150 MINI BOILER(Auto) 1 unit Finishing Section

151 IRON 186 Set

152 VACOM TABLE 176 Set

153 THREED SHAKING 6 Set

154 NEEDLE DITECTOR(Auto) 4 Set

155 HAND NEEDLE DITECTOR 12 Set

156 AUTO STRIPING 1 Set

157 SPORT REMOVER 3 Set

158 HEAT SEAL PRESING(Auto) 14 Set

159 HEAT SEAL PRESING 1 Set Store Section

160 RECONING M/C 8 unit

161 LABEL CUTTER M/C(Auto) 3 unit

Land:

Particulars Remarks

ATL

Area of Land 608.25*

Location Boiragirchala, Sreepur, Gazipur, Bangladesh

Boundary wall Surrounded

Signboard in company’s name Yes

Road beside the land Yes *It is mentionable here that, the company will require additional land for the expansion of the project.

Page | 94

Besides these assets we have also found other assets like Furniture & Fixture, Vehicles, Electrical Equipment, Office Equipment, Fire Equipment, Motor vehicle and Air Conditions etc.

It is also mentionable here that during our visit, we found that all workers were engaged in their scheduled work. We communicated some of the workers about the working environment of the factory. They expressed their satisfaction about the entire environment of the factory and we also checked Inventory register and roster (Workers’ duty register) and found satisfactory. We also noticed that all machineries were in operational condition and were running well.

Sd/- Md. Sohel Rahman

Chief Executive Officer (Additional Charge) ICB Capital Management Limited

Sd/- Swapna Roy

Senior Executive Officer ICB Capital Management Limited

Sd/- Md. Fazlul Hoque Executive Officer


Sd/- Irin Parvin Binte Faruq

Executive Officer ICB Capital Management Limited

Sd/- Iftekhar Alam

Head of Primary Market Services LankaBangla Investments Limited

Sd/- Estiuque Uddin

Analyst, Primary Market Services LankaBangla Investments Limited

Date: February 12, 2018

(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:

The Company has no other properties except the followings: (As per Audited Accounts)

Name of the Assets As on June 30, 2018

Amount in Tk.

Land and Land Development 638,662,500 Building 1,236,543,816 Plant & machinery 682,510,063 Electrical equipment 15,523,214 Furniture & fixture 17,058,824 Office equipment 16,842,188 Motor vehicle 34,099,860 Gas line installation 992,611 Internal road 640,713 Fire equipment 5,035,859 Total 2,647,909,649

Page | 95

(f) Plan of Operation and Discussion of Financial Condition (As per Audited Accounts)

Particulars 30-June-18 30-June-17 30-June-16 30-June-15 30-June-14

(Amount in BDT)

RESULTS FROM OPERATION

Sales 3,564,589,658 3,530,213,554 3,517,402,447 3,351,217,043 3,295,758,322

Cost of Goods Sold (3,004,656,161) (2,905,054,415) (2,838,840,378)

(2,572,272,868)

(2,554,037,781)

Gross Profit 559,933,497 625,159,139 678,562,069 778,944,175 741,720,541

Administrative Expenses (60,623,071) (58,545,231) (54,356,821) (53,751,937) (52,762,928)

Selling and distribution expenses (10,482,836) (12,176,784) (17,841,320) (15,516,681) (32,842,099)

Other operating income 111,110,673 73,803,712 61,189,038 17,660,217 14,515,400

Profit from operation 599,938,263 628,240,836 667,552,967 727,335,774 670,630,914

Financial Expense (197,030,518) (215,772,404) (274,893,215) (283,588,579) (256,646,339)

Profit before WPPF & income tax 402,907,745 412,468,432 392,659,752 443,747,195 413,984,575

Workers profit participation fund (WPPF) (19,186,083) (19,641,354) (18,698,083) (21,130,819) (19,713,551)

Current Tax Expenses (27,019,209) (39,891,757) (29,527,339) (9,767,575) (21,195,740)

Deferred Tax Expense (7,840,905) (13,684,217) (19,455,390) (11,646,565) (17,857,391)

Profit after income tax 348,861,548 339,251,104 324,978,940 401,202,236 355,217,892

CHANGES IN FINANCIAL POSITION

Non-Current Assets 2,651,343,649 2,337,179,944 2,445,241,822 2,151,476,798 2,028,847,467

Current Assets 2,648,794,924 2,799,364,077 2,861,365,245 2,479,651,742 2,056,066,652

Total Assets 5,300,138,573 5,136,544,021 5,306,607,067 4,631,128,540 4,084,914,119

Shareholders’ Equity 2,945,051,704 2,594,184,980 2,481,268,026 2,085,752,167 1,485,434,771

Non-Current Liabilities 1,206,985,675 1,448,058,676 1,597,355,873 1,522,467,044 1,591,968,023

Current Liabilities 1,148,101,194 1,094,300,365 1,227,983,168 1,022,909,329 1,007,511,325

Total Equity & Liabilities 5,300,138,573 5,136,544,021 5,306,607,067 4,631,128,540 4,084,914,119

CHANGES IN CASH FLOW

Net Cash Flows from Operating Activities 803,999,131 595,657,954 659,165,298 324,309,912 243,953,282

Net cash used in investing activities (22,917,922) (16,741,283) (423,209,728) (22,692,779) (191,551,904)

Net cash used/provided in/by financing

activities (807,734,420) (721,405,266) (12,020,437) (316,175,611) 7,254,149

(ii) (a) Internal and external sources of cash: The internal sources of cash are the share capital and retained earnings. The external sources of cash are short-term & long-term borrowings.



(Amount in BDT)

Internal Sources of Cash:

Share Capital 803,700,000 28,200,000 28,200,000 20,000,000 20,000,000

Share money deposit - 373,007,270 600,000,000 600,000,000 600,000,000

Share premium 32,800,000 32,800,000 32,800,000 - -

Retained Earnings 1,312,401,579 1,739,040,031 1,399,788,927 1,074,809,987 673,607,751

Sub-Total 2,148,901,579 2,173,047,301 2,060,788,927 1,694,809,987 1,293,607,751

External Sources of Cash:

Term Loan 1,286,909,610 1,569,457,926 1,736,087,320 1,590,407,675 1,755,882,382

Short Term Borrowings 387,426,056 342,574,372 454,585,110 378,391,977 245,504,302

Sub-Total 1,674,335,666 1,912,032,298 2,190,672,430 1,968,799,652 2,001,386,684

GRAND TOTAL 3,823,237,244 4,085,079,599 4,251,461,357 3,663,609,639 3,294,994,435

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

Page | 96

The company has no material commitment of capital expenditure other than as specified in Section – XXII, ‘Utilization of IPO Proceeds’ under the head of Use of Proceeds of 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 revenues and cost of goods sold, other operating expenses and net income have continued to change due to increase in sales volume and assets.


(Amount in BDT)

Net Revenue 3,564,589,658 3,530,213,554 3,517,402,447 3,351,217,043 3,295,758,322

Cost of Sales (3,004,656,161) (2,905,054,415) (2,838,840,378) (2,572,272,868) (2,554,037,781)

Operating Expenses (71,105,907) (70,722,015) (72,198,141) (69,268,618) (85,605,027)

Net Profit after Tax 348,861,548 339,251,104 324,978,940 401,202,236 355,217,892

Causes for Changes in revenues: There was no significant fluctuation in the revenue except 2013-2014 & 2015-2016. During the year 2013-2014 & 2015-2016, revenue has been increased because of capacity increased.

Causes for Changes in cost of goods sold/ Cost of Service: There was no significant fluctuation in the COGS except 2013-2014 & 2015-2016. During the year 2013-2014 & 2015-2016, production has been increased then the consumption of raw materials also increased.

Causes for Changes in other operating expenses: There was no significant fluctuation in the operating expenses except some favorable changes like salary and other benefits. Causes for Changes in net income: Fluctuation in the total income is the result of changes in the revenue and other income as narrated above. (d) Any seasonal aspects of the issuer’s business: There is no significant seasonal aspect on the Company’s business. The business of the Company does not depend on any season as demand for RMG is remaining throughout the year. Therefore, the Company’s revenue is not affected by any seasonal factor. (e) Any known trends, events or uncertainties that may have material effect on the issuer’s future business: There are no known trends, events that may have material effect on the issuer’s future business. However, there are some uncertainties which may affect the future business as follows -

1. Increased competition 2. Political unrest 3. Natural disaster 4. Change in Govt. policies 5. Increased production cost

(f) Any assets of the company used to pay off any liabilities: The Company has not used any of its assets to pay off any liabilities. (g) Any loan taken from or given to any related party or connected person of the issuer with details of the same: The information is not applicable as ATL did not take loans from any related party or connected persons. (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:

Page | 97

The company has not entered into any future contractual liability and has no plan to enter into any contractual obligation within next one year other than normal course of business. (i) The estimated amount, where applicable, of future capital expenditure: The company has no plan for future capital expenditure other than as specified in ‘Utilization of IPO Proceeds’ in Section – XXII, under the head of Use of Proceeds of 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:

Value Added Tax (VAT) The Company has VAT registration number: 18091012031, area code: 180204; VAT liability is created at the time of sale, VAT paid to the Government as deduction at source, and adjusted after collecting the Challans from customers. The company enjoy VAT exemption vide section 3(2)(a) of the VAT Act, 1991 as it is a 100% export-oriented company.”

Income Tax The company has been enjoying reduced tax rate at 15% as per SRO no. 193-AIN/Income Tax/2015. However, Income tax on the other income & financial income has been recognized using tax rates enacted or substantively enacted at the reporting date. The company’s TIN is 133509752337, Taxes Circle-008 (Company), Taxes Zone 01, Dhaka. Year wise income tax status of last five (5) years of the company is mentioned below:

Income Year Assessment Year Status

2012-13 2013-14 The Deputy Commissioner of Taxes, Circle-08, and Zone-01 certified that “income tax case for the assessment year 2013-14 has been settled”.



2015-16 2016-17 As per demand notice u/s 135 dated 24.12.2017 present tax demand is Tk. 77,98,115/- but appeal has been made against the learned DCT’s Order to the Commissioner of Taxes (Appeal) on dated 19 July 2018.

2016-17 2017-18 Tax return has been submitted duly and assessment is under process.

Custom duty or other liabilities The Company does not have any outstanding customs duty or any other similar liabilities.

(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: Operating Lease Agreement during Last Five Years

Particulars Rental Agreement for Corporate Office

Lessor Aman Group

Lessee Aman Tex Limited

Page | 98

Particulars Rental Agreement for Corporate Office

Nature of Agreement Rental agreement for corporate office

Date of Lease Agreement June 25, 2017

Effective Date of Tenancy July 1, 2017

Period of Lease 3 (Three) years

Date of Lease Expiration June 30, 2020

Description of rental property

1000 square feet of floor space situated at 2, Ishakha Avenue (4th Floor), Sector - 6, Uttara, Dhaka - 1230

Rent BDT 40,000 per month

Financial Lease Commitment during Last Five Years

Aman Tex limited has obtained following Lease obligations:

Name of Lessor


Date of Expiry


Liquidation Lease Amount (Taka)

Rate of Interest

(%)

Sanction Date

Monthly Installment

(Taka)

Lease Period

(monthly basis)

Aggregate no. of

installment paid



1,30,00,000 15 29.12.2015 302,487 60 05.08.2021 22 9,661,173 3,338,827

(l) Details of all personnel related schemes for which the company has to make provision for in future years: There are several benefits for the employee of ATL, like

1. Attractive Salary & wages with two Festival Bonus 2. Maternity Leave, Sick Leave & Casual Leave 3. Medical care & Transport facility etc.

Aman Tax Limited has an attractive Salaries & Wages structure along with two festival bonuses are introduced for the personal satisfaction over the company job for employees. Besides this there are maternity leave, sick leave, casual leave and medical care & transport facility and insurance coverage for workers and Staff. (m) Break down of all expenses related to the public issue:

Estimated IPO expenses are as under. However, Estimated IPO expenses will be determined after the determination of cut-off price through bidding process and will be adjusted accordingly with the IPO Proceeds.

Breakdown of Estimated Expenses for IPO (Under Book-building Method)

Sl. Particulars Nature of Expenditure Amount in Tk.

(approx.) Issue Management Fees

1 Manager to the Issue Fee 2% of the public offering amount including

premium 40,000,000

2 VAT against Issue Management Fees @ 15% on Issue Management Fees 6,000,000

Listing Related Expenses 3 Application Fee for Stock Exchanges Tk. 50,000 for each exchanges 100,000

4 Listing Fee for Stock Exchanges

@ 0.25% on Tk. 100 million 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 exchanges

[•]

5 Annual Fee for Stock Exchanges

@ 0.05% on Tk. 100 million 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

[•]

Page | 99

Breakdown of Estimated Expenses for IPO (Under Book-building Method) BSEC Fees

6 Application Fee Tk. 50,000 (non-refundable) 50,000

7 BSEC Consent Fee Fee @ 0.40% on the public offering amount 8,000,000

IPO Commission 8 Underwriting Commission Estimated 1,750,000

9 VAT against Underwriting Commission @ 15% on Underwriting Commission 262,500

10 Credit Rating Fees At Actual 250,000

11 Auditor Certification Fees At Actual 500,000

CDBL Fees and Expenses 12 Security Deposit At Actual 500,000

13 Documentation Fee At Actual 2,500

14 Annual Fee At Actual 100,000

15 Connection Fee At Actual 6,000

16 IPO Fees @ 0.015% of issue size+0.015% of Pre-

[•] IPO paid up capital

Printing and Post IPO Expenses 17 Registrar to the Issue Fees At Actual 500,000

18 VAT against Registrar to the Issue Fees @ 15% on Registrar to the Issue Fees 75,000

19 Publication of Prospectus Estimated 700,000

20 Abridged version of Prospectus and Notice in 4 daily newspaper

Estimated 700,000

21 Notice for Prospectus, Lottery, Refund etc. in 4 daily newspaper

Estimated 500,000

22 Electronic Bidding Related Expenses Estimated 1,000,000

23 Lottery Conducting Expenses & BUET Fee Estimated 600,000

24 Collection of Forms, Data Processing and Share Software Charge

Estimated 6,700,000

25 Allotment and Refund Estimated 650,000

26 Courier Expense Estimated 200,000

28 Stationeries and Other Expenses Estimated 1,185,606

Grand Total 70,331,606

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

(n) If the issuer has revalued any of its assets, the name, qualification and experiences of the valuer and the reason for the revaluation, showing the value of the assets prior to the revaluation separately for each asset revalued in a manner which shall facilitate comparison between the historical value and the amount after revaluation and giving a summary of the valuation report along with basis of pricing and certificates required under the revaluation guideline of the Commission:

Particular Revaluation conducted on cut-off date of June

30, 2018 Revaluation conducted on cut-off date of May 31,

2015

Name, qualification and experiences of the valuer

Name: Ahmed Zaker & Co. Chartered Accountants Experience: 39 years experiences. ZAKER AHMED, FCA AKM MOHITUL HAQ, FCA SULTAN AHMED, FCA

Name: Mahfel Huq & Co. Chartered Accountants Experience: 40 years Md. Abu Kaiser FCA Engineer Moazzem Hossain Bhuiyan, B.Sc. in Civil Engineering Engineer Serajul Islam Khan, B.Sc. in Civil Engineering Mr. Diljahan Ali, CA part qualified Mr. Abdul Qaium Akhanji, Manager Mr. Noor Mohammad, Field auditor Mr. Rakib Hossain, Field auditor

Notable valuation

HWA Well Textiles Ltd Sonargaon Textiles Ltd Dhaka Regency Hotel & Resorts

Global Heavy Chemical Ltd. Arco Foams and Curie Industries Ltd. Bengal Tanneries Ltd.

Page | 100

Particular Revaluation conducted on cut-off date of June

30, 2018 Revaluation conducted on cut-off date of May 31,

2015

work done by the valuer

Olympic Accessories Ltd Bangladesh power Development Board. Khulna Hardboard Mills Ltd. Aman Cement Mills Ltd.

Asset class Land and Building Land

Reason for the revaluation

To report market value of land and building in the financial statements as per Revaluation Model of BAS

To report market value of land in the financial statements as per Revaluation Model of BAS

Historical value of the asset prior to the revaluation

BDT 1,177,869,726 BDT 191,701,295

Value of the asset after the revaluation

BDT 1,489,617,096 BDT 425,775,000

Revaluation surplus

BDT 411,177,528 BDT 234,073,705

Basis of pricing

The market approach is commonly adopted for valuation of land. The valuation is made on the basis of “Fair Market Value” which equal to the average value of available Market price and intrinsic price of Land as per International Accounting Standard (IAS) and International Valuation Standards. During recognition of the cost of the factory building we have taken into consideration the present costs of construction materials, labor cost and workmanship etc. as well as we have taken into the consideration the materials used for the construction of the building and the quality of its finishing work, fixture and fittings etc. to arrive at a fair and reasonable value of the same as per IAS-16 “Property, Plant & Equipment" and International Accounting Standard (IAS) and International Valuation Standards.

Location, size of the land, commercial importance & facilities available in and around, past trends and likely future appreciation.

AUDITOR’S CERTIFICATE REGARDING THE REVALUATION OF LAND & LAND DEVELOPMENT

TO WHOM IT MAY CONCERN

This is to certify that Ahmed Zaker & Co., Chartered Accountants, has been appointed as the valuer for revaluation

of land and building of Aman Tex Limited by its Board of Directors vide Board Meeting, dated June 24, 2018 and they

have submitted their report on July 18, 2018 to the Management accordingly. Subsequently, the Board of Directors

of Aman Tex Limited has adopted the valuation of land and building as reported by the valuer i.e. it has adopted the

carrying value of land of Tk. 638,662,500 and building of Tk. 850,954,596 through the Board Meeting dated July 31,

2018. This is also certified that the valuation report has been prepared in accordance with BSEC notification no

SEC/CMRRCD/2009-193/150/Admin/ dated 18 August 2013 and accounting treatments of such revaluations have

been made in the financial statements in line with the guideline of The International Financial Reporting Standards

(IFRS) and other relevant laws, rules and regulations.

Place: Dhaka Dated: 20th September, 2018


Chartered Accountants

Page | 101

(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: The information is not applicable for the issuer as Aman Tex Limited does not have any holding/subsidiary company.

Page | 102

(p) Financial Information of Group Companies under common Ownership by more than 50%: following information for the last three years based on the audited financial statements, in respect of all the group companies of the issuer, wherever applicable, along with significant notes of auditors:

Sl. No.

Name of the Company

Date of Incorporation

Nature of Business

Accounting Year

Equity Capital Reserves Sales (Tk) Profit After

Tax (Tk) EPS (Tk)

Diluted EPS (Tk)

Net Asset Value (NAV) Tk

Remarks Status

of Listing

Information regarding significant

adverse factors

Has become sick or is

under winding

up

With Revaluation

Without Revaluation

1 Aman Cotton Fibrous Ltd

28.12.2005 Yarn

Production

30.06.2017 800,000,000 2,329,326,452 1,734,266,045 277,033,076 3.46 3.46 39.12 35.80 -

Year of listing: 2018

Last 6

months price

range: Highest:

83.00 Lowest: 51.50

Cut-off date:

Oct 14, 2018

No No

30.06.2016 800,000,000 2,050,201,690 1,694,452,484 270,759,277 3.38 3.38 35.63 32.31 - No No

30.06.2015 800,000,000 1,751,343,162 1,709,964,382 256,713,296 3.21 3.21 31.89 28.92 - No No

2 Aman Feed

Ltd 07.02.2005

Poultry Feed, Fish Feed & Cattle Feed

30.06.2017 1,056,000,000 2,529,835,331 4,053,598,905 479,031,591 4.54 4.54 33.96 33.96 -

Year of listing: 2015

Last 6

months price

range: Highest:

78.40 Lowest: 48.90

Cut-off date:

Oct 14, 2018

No No

30.06.2016 960,000,000 2,321,752,982 3,654,092,037 429,926,122 4.48 4.48 34.18 33.02 - No No

30.06.2015 800,000,000 2,071,826,861 2,839,770,808 305,566,321 5.07 3.18 35.90 34.50 - No No

3 Aman

Cement Mills Ltd

18.11.1999 Portland

Composite Cement

30.06.2017 606,100,000 1,145,043,918 820,111,820 74,272,611 1.23 1.23 28.89 22.36 - N/A No No

30.06.2016 606,100,000 1,040,788,279 815,006,373 73,157,310 1.21 1.21 27.17 20.88 - N/A No No

30.06.2015 606,100,000 982,933,483 808,784,876 72,943,368 1.20 1.20 25.94 19.48 - N/A No No

4 Aman Tex Ltd 22.08.2004 Textile & RMG

30.06.2017 28,200,000 2,568,413,056 3,540,849,687 341,679,180 121.16 8.52 920.78 920.78 - N/A No No

30.06.2016 28,200,000 2,453,068,026 3,517,402,447 324,978,940 115.24 5.17 880.00 880.00 - N/A No No

30.06.2015 20,000,000 2,065,752,167 3,351,217,043 401,202,236 2,006.01 64.71 10,429.00 10,429.00 - N/A No No

5

Anwara Mannan

Textile Mills Ltd

10.01.2010 Yarn

Production

30.06.2016 20,000,000 1,540,830,248 2,820,021,142 164,128,398 82.06 82.06 780.42 780.42 - N/A No No

30.06.2015 20,000,000 1,377,839,143 2,871,691,500 165,172,845 82.59 82.59 698.92 698.92 - N/A No No

30.06.2014 20,000,000 1,212,666,298 3,469,297,825 212,726,484 106.36 106.36 616.33 616.33 - N/A No No

6 Aman Cold Storage Ltd

02.01.1996 Preserving &

Trading of

30.06.2016 1,000,000 60,608,352 13,703,400 5,525,617 552.56 552.56 6,160.84 6,160.84 - N/A No No

31.12.2015 1,000,000 55,082,735 27,502,480 10,795,573 1,079.56 1,079.56 5,608.27 5,608.27 - N/A No No

31.12.2014 1,000,000 44,287,162 24,675,000 8,126,299 812.63 812.63 4,528.72 4,528.72 - N/A No No

Page | 103

Sl. No.

Name of the Company


Nature of Business

Accounting Year


Tax (Tk) EPS (Tk)

Diluted EPS (Tk)


Remarks Status

of Listing


adverse factors


under winding

up

With Revaluation

Without Revaluation

Potato and Potato Seeds

7 Milan Cold Storage Ltd

06.11.1967

Preserving & Trading of Potato and

Potato Seeds

30.06.2016 304,000 27,541,248 19,302,063 9,662,820 3,178.56 3,178.56 9,159.62 9,159.62 - N/A No No

31.12.2015 304,000 17,878,428 39,875,000 5,901,500 1,941.28 1,941.28 5,981.06 5,981.06 - N/A No No

31.12.2014 304,000 11,976,928 39,597,975 5,881,875 1,934.83 1,934.83 4,039.78 4,039.78 - N/A No No

8 Aman Agro

Industries Ltd 09.09.2002


Potato Seeds

30.06.2016 25,000,000 20,257,394 19,665,000 8,952,460 35.81 35.81 181.03 181.03 - N/A No No

31.12.2015 25,000,000 11,304,934 40,226,540 2,223,220 8.89 8.89 14.52 14.52 - N/A No No

31.12.2014 25,000,000 9,081,714 39,200,378 2,116,039 8.46 8.46 13.63 13.63 - N/A No No

9 A.M Cold

Storage Ltd 15.06.2010


Potato Seeds

30.06.2016 5,000,000 17,572,228 19,550,000 8,662,839 173.26 173.26 451.44 451.44 - N/A No No

31.12.2015 5,000,000 8,909,389 40,250,000 1,661,385 33.23 33.23 278.19 278.19 - N/A No No

31.12.2014 5,000,000 7,248,004 37,022,625 1,364,478 27.29 27.29 244.96 244.96 - N/A No No

10 Aman Seeds Storage Ltd

29.06.2011


Potato Seeds

30.06.2016 5,000,000 7,053,638 12,314,200 2,305,969 46.12 46.12 241.07 241.07 - N/A No No

31.12.2015 5,000,000 4,747,669 25,297,470 4,218,412 84.37 84.37 194.95 194.95 - N/A No No

31.12.2014 5,000,000 529,257 24,750,000 462,672 9.25 9.25 110.59 110.59 - N/A No No

11 Aman Jute Fibrous Ltd

28.08.2002 Jute

Manufacturing

30.06.2016 1,000,000 388,852,019 266,075,845 (21,078,797) (2,107.88) (2,107.88) 38,985.20 38,985.20 Production started on May 2015

N/A No Operating

loss

30.06.2015 1,000,000 409,930,816 918,525 (1,869,184) (186.92) (186.92) 41,093.08 41,093.08 N/A No Operating

loss

30.06.2014 1,000,000 411,800,000 N/A N/A N/A N/A 41,280.00 41,280.00 N/A No No

12 Aman

Cement Mills Unit-2 Ltd

13.06.2011 Portland

Composite Cement

30.06.2016 4,000,000 900,000,000 N/A N/A N/A N/A 2,260.00 2,260.00 Construction is under Process

N/A No No

30.06.2015 4,000,000 900,000,000 N/A N/A N/A N/A 2,260.00 2,260.00 N/A No No

30.06.2014 4,000,000 900,000,000 N/A N/A N/A N/A 2,260.00 2,260.00 N/A No No

13 Aman Plant

Tissue Culture Ltd

08.04.2009 Seed

Hybridization

30.06.2016 500,000 21,687,648 10,970,049 2,594,865 518.97 518.97 4,437.53 4,437.53 - N/A No No

31.12.2015 500,000 19,092,783 22,916,799 2,861,520 572.30 572.30 3,918.56 3,918.56 - N/A No No

31.12.2014 500,000 16,231,263 21,983,532 2,627,907 525.58 525.58 3,346.25 3,346.25 - N/A No No

14 Aman

Breeders Ltd 06.06.2012

Poultry & Hatchery

30.06.2016 2,000,000 21,336,150 130,317,214 11,086,718 55.43 55.43 116.68 116.68 - N/A No No

30.06.2015 2,000,000 10,249,432 223,060,142 6,472,287 32.36 32.36 61.25 61.25 - N/A No No

30.06.2014 2,000,000 3,777,145 196,952,437 5,857,625 29.29 29.29 28.89 28.89 - N/A No No

15 Aman

Poultry & Hatchery Ltd

07.04.2009 Poultry & Hatchery

30.06.2016 72,709,000 162,476,412 327,287,646 15,878,092 21.84 21.84 323.46 323.46 - N/A No No

30.06.2015 72,709,000 146,598,320 101,449,534 5,418,131 7.45 7.45 301.62 301.62 - N/A No No

30.06.2014 72,709,000 141,180,189 89,788,775 3,641,388 5.01 5.01 294.17 294.17 - N/A No No

16 Aman Cotton Fibrous Unit-

2 Ltd 03.12.2012

Yarn Production

30.06.2016 5,000,000 257,721,454 N/A N/A N/A N/A 525.44 525.44

New Project

N/A No No

30.06.2015 5,000,000 257,721,454 N/A N/A N/A N/A 525.44 525.44 N/A No No

30.06.2014 5,000,000 221,587,408 N/A N/A N/A N/A 453.17 453.17 N/A No No

17 Aman Tex Unit-2 Ltd

18.09.2013 Knit

Composite

30.06.2016 2,000,000 833,824,793 476,844,292 22,824,793 114.12 114.12 4,179.12 4,179.12 Production started from 01 July 2015

N/A No No

30.06.2015 2,000,000 - N/A N/A N/A N/A 10.00 10.00 N/A No No

18 Aman Steel

Mills Ltd 11.09.2004 Steel Mill

30.06.2016 20,000,000 250,000,000 N/A N/A N/A N/A 1,350.00 1,350.00

New Project

N/A No No

30.06.2015 20,000,000 250,000,000 N/A N/A N/A N/A 1,350.00 1,350.00 N/A No No

30.06.2014 20,000,000 250,000,000 N/A N/A N/A N/A 1,350.00 1,350.00 N/A No No

19 Aman

Packaging Ltd

09.01.2007 Packaging

Factory

30.06.2016 1,000,000 8,370,459 N/A N/A N/A N/A 937.05 937.05

New Project

N/A No No

30.06.2015 1,000,000 8,370,459 N/A N/A N/A N/A 937.05 937.05 N/A No No

30.06.2014 1,000,000 8,370,459 N/A N/A N/A N/A 937.05 937.05 N/A No No

20 Aman Foods

Ltd 04.06.2009

Flour Mills & Consumer

Items

30.06.2016 10,000,000 300,000,000 N/A N/A N/A N/A 31,000.00 31,000.00

New Project

N/A No No

30.06.2015 10,000,000 290,622,308 N/A N/A N/A N/A 30,062.23 30,062.23 N/A No No

30.06.2014 10,000,000 292,931,827 N/A N/A N/A N/A 30,293.18 30,293.18 N/A No No

Page | 104

Sl. No.

Name of the Company


Nature of Business

Accounting Year


Tax (Tk) EPS (Tk)

Diluted EPS (Tk)


Remarks Status

of Listing


adverse factors


under winding

up

With Revaluation

Without Revaluation

21

Aman Packaging & Accessories

Ltd

29.12.2014 Packaging

Factory

30.06.2016 1,000,000 66,152,564 7,266,736 (1,248,194) (12.48) (12.48) 66.15 66.15 New Project

N/A No Operating

loss

30.06.2015 1,000,000 67,400,758 N/A N/A N/A N/A 68.40 68.40 N/A No No

22 Aman

Shipyard Ltd 29.12.2014 Shipyard

30.06.2016 1,000,000 15,609,422 N/A N/A N/A N/A 166.09 166.09 New Project

N/A No No

30.06.2015 1,000,000 15,609,422 N/A N/A N/A N/A 166.09 166.09 N/A No No

23 Aman Foods & Beverage

Ltd 03.05.2011

Flour Mills & Consumer

Items

30.06.2016 2,000,000 4,000,000 N/A N/A N/A N/A 30.00 30.00

New Project

N/A No No

30.06.2015 2,000,000 2,954,312 N/A N/A N/A N/A 24.77 24.77 N/A No No

30.06.2014 2,000,000 3,193,021 N/A N/A N/A N/A 25.97 25.97 N/A No No

24 Aman Green Energy Ltd

29.03.2016 Energy 30.06.2016 2,000,000 - N/A N/A N/A N/A 10.00 10.00 New Project N/A No No

25 Akin Feed Ltd 18.04.2016 Feed 30.06.2016 9,900,000 6,508,489 N/A N/A N/A N/A 16.57 16.57 New Project N/A No No

26 Aman

Economic Zone Ltd

18.04.2016 Economic

Zone 30.06.2016 2,000,000 - N/A N/A N/A N/A 10.00 10.00 New Project N/A No No

27 Anwara

Poultry & Hatchery Ltd

28.04.2016 Poultry & Hatchery

30.06.2016 2,000,000 - N/A N/A N/A N/A 10.00 10.00 New Project N/A No No

28 Anwara Cold Storage Ltd

18.05.2016


Potato Seeds

30.06.2016 2,000,000 - N/A N/A N/A N/A 10.00 10.00 New Project N/A No No

29 Islam

Brothers & Co.

N/A Trading

30.06.2016 3,273,200,348 - 7,527,274,479 186,148,248 - - - - - N/A No No

30.06.2015 3,087,052,100 - 6,610,587,415 193,635,245 - - - - - N/A No No

30.06.2014 2,893,416,855 - 6,479,852,786 182,311,314 - - - - - N/A No No

30 Juvenile

Construction N/A Trading

30.06.2016 128,158,791 1,049,207,485 3,215,889 - N/A No No

30.06.2015 124,942,902 - 852,310,576 2,463,524 - - - - - N/A No No

30.06.2014 122,479,378 - 871,483,206 2,311,314 - - - - - N/A No No

31 R S & T

International N/A Trading

30.06.2016 170,837,933 - 855,520,147 3,601,588 - N/A No No

30.06.2015 167,236,345 - 356,327,807 3,063,524 - - - - - N/A No No

30.06.2014 164,172,821 - 389,429,297 29,201,014 - - - - - N/A No No

32 Aman

Trading Corporation

N/A Trading

30.06.2016 61,329,268 1,382,792,412 2,217,055 - N/A No No

30.06.2015 59,112,213 - 3,971,400,193 3,235,245 - - - - -- N/A No No

30.06.2014 55,876,968 - 4,058,661,414 3,301,718 - - - - - N/A No No

33 Aman

Associates Ltd

09.10.2005 Trading

30.06.2016 1,000,000 12,974,119 306,828,196 2,714,966 - N/A No No

30.06.2015 1,000,000 10,259,153 290,826,127 2,235,245 - - - - - N/A No No

30.06.2014 1,000,000 8,023,908 295,114,135 2,311,314 - - - - - N/A No No

34

Juvenile Trade

International Ltd

02.08.2005 Trading

30.06.2016 1,000,000 11,187,446 314,841,926 2,515,878 - N/A No No

30.06.2015 1,000,000 8,671,568 304,011,174 2,263,215 - - - - - N/A No No

30.06.2014 1,000,000 6,408,353 307,846,947 2,011,479 - - - - - N/A No No

The related business transactions within the group and their significance on the financial performance of the issuer:

Other than the above, there was no transaction within the group.

Page | 105

There was no related business transactions within the group which have significance on the financial performance of the issuer except the following transaction: For the year 2016-17

For the Year 2017-18

Name of party Nature of

relationship Nature of

transactions

Amount in Thousand (BDT)

Opening Balance

Addition Adjustment Closing Balance

Aman Cotton Fibrous Limited Sister Concern Purchase of Raw

Materials 62,298,006 239,513,055 172,535,089 129,275,972

Anwara Mannan Textile Mills Limited

Sister Concern Purchase of Raw

Materials 192,097,365 686,812,386 786,243,430 92,666,321

Sales or purchase between group companies/ subsidiaries/ associate companies when such sales or purchases exceed in value in the aggregate ten per cent of the total sales or purchases of the issuer and also material items of income or expenditure arising out of such transactions: There were no transactions of between group companies/ subsidiaries/ associate companies, which exceed in value in the aggregate ten per cent of the total sales or purchases of the Company except:

Name of Company Year Particulars

Purchase between group companies/subsidiaries/associate companies when such sales or purchases exceed in value in the aggregate ten per cent of the total purchases of the issuer and also material items of expenditure arising out of such transactions

%

Aman Cotton Fibrous Limited

2018 Raw Materials Purchase 239,513,055 7.97%







(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 information 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 relationship of that person with the issuer and rationale of issue price of the shares: After due verification, we certify that the following shares have been allotted for consideration in otherwise than cash along with relationship of Aman Tex limited and rational of issue price of the shares as of 30th June 2018:

Persons to whom those are issued No. of shares allotted Relationship with the Issuer

Md. Rafiqul Islam 27,500,000 Managing Director

Md. Shofiqul Islam 10,587,500 Chairman

Md. Toufiqul Islam 13,750,000 Director

Md. Toriqul Islam 275,000 Director

Mrs. Mukta Islam 3,300,000 Shareholder

Mrs. Sazeda Islam 137,500 Shareholder

Page | 106

Persons to whom those are issued No. of shares allotted Relationship with the Issuer

Aman Breeders Ltd. 11,000,000 Shareholder

Aman Poultry & Hatchery Ltd. 11,000,000 Shareholder

Total 77,550,000

Date of allotment: December 3, 2017 Reasons for the issue: Distribution of Accumulated Profit Rational of Issue Price: Face Value

Place: Dhaka Date: 20th September 2018


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:

To Whom It May Concern

This is to declare that, to the best of our knowledge and belief, no material information has been suppressed 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. For Aman Tex Limited, Sd/- Md. Rafiqul Islam Managing Director (t) Business strategies and future plans. Projected financial statements should be required only for companies not started commercial operation yet and authenticated by two directors, Chairman, Managing Director, CFO, and Company Secretary. Projected financial statements is not required as the Company has already started its commercial operations Business Strategies ATL’s key strategic objectives are to

▪ Ensure sustainable growth and modernization of existing facilities with potential for success through increasing capacity and manufacturing efficiency;

▪ Achieve global competitiveness and to derive the full benefit of our demographic and wages advantage; ▪ Achieve a significant market share through specific marketing strategy; ▪ Achieve technological superiority; ▪ Strengthening financial resources; ▪ Maintain state-of-the-art manufacturing facilities for ensuring best quality products to the customers; ▪ Obtain world class accreditation by proper execution of ISO 9001:2008 standard and best practices that are

proven effective

Future Plan of ATL:

In persuasion of aforesaid Strategies ATL and its experienced team have been working insistently keeping in consideration future as well. ATL has a plan for acquisition of Machineries & Equipment by using IPO proceeds (Use of IPO proceeds in detail shown in Chapter -XXI).

Page | 107

(u) Discussion on the results of operations:

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

There was no adjustment given by the auditor’s during the last financial year. Summary of the financial results and operations are presented below:

Sl. No. Particulars 30-June-18 30-June-17 30-June-16

(Amount in BDT)

1 Turnover 3,564,589,658 3,530,213,554 3,517,402,447

2 Gross Profit 559,933,497 625,159,139 678,562,069

3 Net Profit Before Tax 383,721,662 392,827,078 373,961,669

4 Net Profit after Tax 348,861,548 339,251,104 324,978,940

5 Total Assets 5,300,138,573 5,136,544,021 5,306,607,067

6 Paid-up Capital 803,700,000 28,200,000 28,200,000

7 Retained Earnings 1,312,401,579 1,739,040,031 1,399,788,927

8 No. of Shares 80,370,000 2,820,000 2,820,000

9 Face Value 10 10 10

10 NAV per share 36.64 919.92 879.88

11 Earnings per Share 4.34 4.22 4.04

2. A summary of major items of income and expenditure:


(Amount in BDT)


Sales 3,564,589,658 3,530,213,554 3,517,402,447 3,351,217,043 3,295,758,322


(2,572,272,868)

(2,554,037,781)

Gross Profit 559,933,497 625,159,139 678,562,069 778,944,175 741,720,541













Current Assets 2,648,794,924 2,799,364,077 2,861,365,245 2,479,651,742 2,056,066,652

Total Assets 5,300,138,573 5,136,544,021 5,306,607,067 4,631,128,540 4,084,914,119









activities (807,734,420) (721,405,266) (12,020,437) (316,175,611) 7,254,149

Page | 108

3. The income and sales on account of major products or services: The revenue source of the company is solely based on export sales. The Income and Sales on account for said revenue sources is given below:

Amount in BDT Sales Income

30- June-18 30- June-17 30- June-16 30-June-15 30-June-14 30-June-13 30- June-18 30- June-17 30- June-16 30-June-15 30-June-14 30-June-13

3,564,589,658 3,530,213,554 3,517,402,447 3,351,217,043 3,295,758,322 2,531,530,602 348,861,548 339,251,104 324,978,940 401,202,236 355,217,892 271,253,741

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 has no other income constitutes 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 major customer of the company along with relevant date is as follows:

Customer Name

Address Telephone

Number Web Address E-mail

Fax Number

Amount in BDT 2017-18

(%)

H & M H&M Hennes & Mauritz GBC AB., Mäster Samuelsgatan 46A, SE-106

38 Stockholm, Sweden

+46 8 796 55 00

http://www.hm.com [email protected] +46 8

209919 1,884,560,000 53.25

S. Oliver S. OLIVER BERND FREIER GmbH + Co.

Kg., S. OLIVER- STRASSE 1, 97228 ROTTENDORF, GERMANY.

+49 (0) 9302 309-0

http://www.soliver-group.com

[email protected] +49 (0)

9302 309-9473

442,113,520 12.46

6. In case the issuer has followed any unorthodox procedure for recording sales and revenues, its impact shall be analyzed and disclosed: The Company has not followed any unorthodox procedure for recording sales and revenues.

http://www.hm.com/

mailto:[email protected]

http://www.soliver-group.com/

http://www.soliver-group.com/

Page | 109

(v) Comparison of recent financial year with the previous financial years on the major heads of the profit and loss statement, including an analysis of reasons for the changes in significant items of income and expenditure:

As per Audited Accounts


(Amount in BDT)


Sales 3,564,589,658 3,530,213,554 3,517,402,447 3,351,217,043 3,295,758,322


(2,572,272,868)

(2,554,037,781)

Gross Profit 559,933,497 625,159,139 678,562,069 778,944,175 741,720,541













Current Assets 2,648,794,924 2,799,364,077 2,861,365,245 2,479,651,742 2,056,066,652

Total Assets 5,300,138,573 5,136,544,021 5,306,607,067 4,631,128,540 4,084,914,119









activities (807,734,420) (721,405,266) (12,020,437) (316,175,611) 7,254,149

Causes for Changes in revenues: There was no significant fluctuation in the revenue except 2013-2014 & 2015-2016. During the year 2013-2014 & 2015-2016, revenue has been increased because of capacity increased. Causes for Changes in cost of goods sold/ Cost of Service: There was no significant fluctuation in the COGS except 2013-2014 & 2015-2016. During the year 2013-2014 & 2015-2016, production has been increased then the consumption of material also increased. Causes for Changes in other operating expenses: There was no significant fluctuation in the operating expenses except some favorable changes. Causes for Changes in net income: Fluctuation in the total income is the result of changes in the revenue and other income as narrated above.

Page | 110

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:

There were no unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses etc.

2. Significant economic changes that materially affect or are likely to affect income from continuing operations:

There were no significant economic changes that materially affect or are likely to affect income from continuing operations.

3. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations: The known events that may affect the business operations of the Company are:

1. Decrease in demand of the readymade garments products in the local and international market, 2. Increased production cost 3. Scarcity of raw materials 4. Scarcity of gas 5. Technological change 6. Increased competition 7. Govt. Policy change towards the industry 8. Political unrest 9. Natural calamities

4. Future changes in relationship between costs and revenues, in case of events such as future increase in labor or material costs or prices that will cause a material change are known: The issuer is aware of the fact that future is always uncertain that affects business and plan as well. So, in future labor price or material cost may change. However, revenue is always adjusted and follows the trend in line with production cost. Hence, any change in material cost is adjusted with sales price. However, labor cost is partially adjusted with the selling price and improving production efficiency which is a continuous process. It is worthwhile to mention that Bangladesh is one of the largest yarn producing countries in the world. We believe that like in the past we have the ability to set trends under any circumstances. 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:

Any material increase in the sales volume, increase in selling price as well and introduction of new products would have a significant impact on the net sales and revenue of the Company. ATL, however, does not have any plan to introduce any new product or services in near future. But the Management of the Company expects that there would have a positive and significant impact on the revenue and sales volume with the introduction of new machineries in its production process. It is also expected that due to increased competition in the market where ATL operates, the revenue of the Company may be affected adversely due to decrease in selling price. If the new machineries are added with the existing pool as planned, the revenue of the Company would increase significantly.

6. Total turnover of each major industry segment in which the issuer operated: In the financial year 2016-2017 the RMG industry generated US $28.14 billion, which was 80.7% of the total export earnings in exports and 12.36% of the GDP. The overall investment in Bangladesh’s RMG manufacturing sector has surpassed At present, Bangladesh annually exports around 34,655.92 Million of RMG Products, which earn foreign exchange revenue of nearly US$ 100 million for the country, as per Bangladesh Garment Manufacturers and Exporters Association

Page | 111

7. Status of any publicly announced new products or business segment:

There are no publicly announced new products or business segments of ATL.

8. The extent to which the business is seasonal: Garment prepared from Woven Garments is exported from Bangladesh all around the year is almost in the same volume, since the world demand remains more or less same in all seasons. Therefore, the company‘s business is not significantly affected by the seasonal aspect.

(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.: during the history of operation as of the company. ATL has never been defaulted in repayment of loan. It has not even rescheduled its loan due to default in making repayment of the same on due date. Moreover, there is no history of conversion of loan into equity, lock out and strikes. (x) Details regarding the changes in the activities of the issuer during the last five years which may had a material effect on the profits/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 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

The manufacturing technology and machine for Knit Fabric and Ready Made Garments making operation have been imported from supplier in Europe, America and Asia mostly European technologies especially, Germany, Italy and U.K are the prime suppliers of our technology. Among these machineries Fukahara, Mayer &Cie, Shima Seiki, Juki and Brather brand have the reputation to be the best choice for the source of technology. Managerial competence All the members of the management team of the company are equipped with required knowledge having long experience, skills and competencies. The departmental Heads are professionally qualified in their respective fields. The management team is led by Mr. Md. Rafiqul Islam, Managing Director and acts for the best interest of the company. Successive strong financial performance is the result of unwavering commitment of the promoters, management efficiency, employees’ sincerity, use of appropriate technology, among others. Capacity Built-up: To keep pace with the contemporary technology and customer demand, the company continuously investing and deploying enough resources including human resources. To cope up with the growing market demand and strengthening long term sustainability, the Company is going to expand its production capacity with latest modern technology and machinery.

Page | 112

(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 red-herring prospectus/prospectus/information memorandum 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:

DECLARATION REGARDING SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR (JUNE 30, 2018)

This is to declare that, there have been no circumstances arisen since the date of the last financial statements (June 30, 2018) as disclosed in the red-herring 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.

Sd/- Md. Shofiqul Islam Chairman


Sd/- Md. Toufiqul Islam Director

Sd/- Md. Toriqul Islam Director

Sd/- Md. Iftikhar-Uz-Zaman Independent Director

Page | 113

(cc) If any quarter of the financial year of the issuer ends after the period ended in the audited financial statements as disclosed in the prospectus, unaudited financial statements for each of the said quarters duly authenticated by the CEO and CFO of the issuer:

Un-Audited

31-Dec-2018 30-Jun-2018

ASSETS

Non Current Assets : 2,596,044,445 2,651,343,649

Property, plant and equipment 4.00 2,591,152,845 2,647,909,649

Investment in l isted securities 5.00 4,891,600 3,434,000

Current Assets : 2,620,834,173 2,648,794,924

Inventories 6.00 1,206,424,234 1,186,038,401

Trade and other receivables 7.00 1,033,982,627 959,109,785

Advances, deposits & pre-payments 8.00 119,152,741 127,260,495

Cash & cash equivalents 9.00 261,274,571 376,386,243

Total Assets 5,216,878,618 5,300,138,573

EQUITY AND LIABILITIES

Share holders equity : 3,121,377,741 2,945,051,704

Paid-up capital 10.00 803,700,000 803,700,000

Share Premium 11.00 32,800,000 32,800,000

Retained earnings 12.00 1,490,988,995 1,312,401,579

Tax holiday reserve 13.00 194,207,788 194,207,788

Revaluation Surplus 14.00 599,992,061 602,098,892

Available for sale reserve 15.00 (311,104) (156,556)

Non Current Liabilities : 1,079,527,169 1,206,985,675

Long term borrowings 16.00 872,356,644 1,001,840,047

Deferred tax Liability 17.00 207,170,525 205,145,629

Current Liabilities : 1,015,973,708 1,148,101,194

Short term borrowings 18.00 306,288,702 387,426,056

Current maturity of long term borrowing 19.00 285,249,160 285,069,563

Trade and other payables 20.00 317,959,703 364,132,054

Liabilities for expenses 21.00 75,965,229 91,143,557

Provision for tax 22.00 30,510,914 20,329,964

Total Equity and Liabilities 5,216,878,618 5,300,138,573

NAV per share with revaluation 23.00 38.84 36.64

NAV per share without revaluation 23.00 31.37 29.15

Sd/- Sd/- Sd/- Sd/-

Date: 27 February 2019

AMAN TEX LIMITED

Statement of Financial Position

As at 31December 2018

Place: Dhaka

The accompanying policies and explanatory notes 1-39 form an integral part of these Financial Statements.

Notes

Company Secretary Chief Financial Officer Director Managing Director


Page | 114

Un-Audited

July 01, 18 to

Dec. 31, 18

July 01, 17 to

Dec.31, 17

Oct. 01, 18

to Dec. 31, 18

Oct. 01, 17

to Dec. 31, 17

Sales 24.00 1,731,260,804 1,691,649,809 1,025,713,434 960,601,741

Cost of Sales 25.00 (1,442,102,485) (1,438,515,603) (861,635,827) (833,307,022)

Gross profit 289,158,319 253,134,206 164,077,607 127,294,719

Operating expenses: (36,906,175) (34,591,284) (20,253,328) (18,630,770)

Administrative expenses 26.00 (31,363,882) (29,300,367) (17,049,725) (15,824,322)

Sell ing & distribution expenses 27.00 (5,542,293) (5,290,917) (3,203,603) (2,806,448)

Other operating income 28.00 54,537,898 62,399,658 34,489,601 42,277,976

Profit from operation 306,790,042 280,942,580 178,313,880 150,941,925

Financial expenses 29.00 (95,885,547) (87,520,997) (52,625,250) (37,790,425)

Net Profit/(Loss) before WPPF & Tax 210,904,495 193,421,583 125,688,630 113,151,500

Workers Profit Participation Fund (WPPF) (10,043,071) (9,210,552) (5,985,173) (5,388,167)

Net Profit/(Loss) after WPPF & before Tax 200,861,424 184,211,031 119,703,457 107,763,333

Income tax expenses : (24,752,633) (20,376,228) (14,418,758) (11,211,238)

Current tax 30.00 (22,338,771) (16,613,010) (13,223,896) (9,355,971)

Deferred tax 17.00 (2,413,862) (3,763,218) (1,194,862) (1,855,266)

Net Profit after tax 176,108,791 163,834,803 105,284,699 96,552,095

Other comprehensive income : (154,548) (188,924) (193,023) 13,365

Unrealized gain / (loss) on securities 31.00 (171,720) (209,916) (214,470) 14,850

Deferred tax 17,172 20,992 21,447 (1,485)

Total comprehensive income 175,954,243 163,645,878 105,091,676 96,565,460

Basic earnings Per Share 32.00 2.19 2.04 1.31 1.20

Diluted earning per share 32.01 2.19 2.04 1.31 1.20


Particulars Notes

Place: Dhaka

The accompanying policies and explanatory notes 1-39 form an integral part of these

Financial Statements.

AMAN TEX LIMITED

Amount in Taka

For the period July 01, 2018 to December 31, 2018

Statement of Profit or Loss and Other Comprehensive Income

Sd/- Sd/- Sd/- Sd/-


Page | 115

Un-A

udite

d

Part

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Net P

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176,

108,

791

17

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-

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163,

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Page | 116

Un-Audited

July 01, 18 to

December 31, 18

July 01, 17 to

December 31, 17

Cash received from customers 1,657,598,493 1,706,251,596

Other operating income 52,689,337 61,287,665

Cash paid to suppliers, employees & others (1,506,283,677) (1,411,854,239)

Cash generated from operations 204,004,153 355,685,022

Tax paid (12,181,606) (16,433,802)

Net cash generated from operating activities 191,822,547 339,251,220

- (23,591,546)

Investment in l isted securities (607,513) 6,870

Dividend income - 45,750

Net Cash flows from Investing Activities (607,513) (23,538,926)

Share money refund - (105,076,280)

Loan paid for long term borrowing (129,303,806) (133,196,434)

Loan paid for short term borrowing (81,137,354) (67,547,937)

Interest paid (95,885,547) (87,520,997)

Net cash flows from financing activities (306,326,707) (393,341,649)

Net cash increase/ (decrease) (115,111,672) (77,629,355)

376,386,243 403,039,454

261,274,571 325,410,099

Net operating cash flow per share 2.39 4.22


Cash and cash equivalents at opening

Cash and cash equivalents at closing

Cash flows from operating activities :

Place: Dhaka

AMAN TEX LIMITED

Statement of Cash Flows

Cash flows from investing activities :

Acquisition of property, plant & equipment

Cash flows from financing activities :

Particulars Notes


Amount in Taka

Sd/- Sd/- Sd/- Sd/-


Page | 117

1 Incorporation and legal status

a. Legal form

2

3

3.1

(a) Accounting standards

(b) Accounting convention

(c) Going concern:

(d)

(e) Offsetting:

b. Registered address and factory

The financial statements have been prepared on the historical cost basis except land & land development at current

cost and investment in shares of l isted companies are carried at fair value based on the year ended quated price of

Dhaka Stock Exchange Ltd.

This financial statements have been prepared on the assumption that the entity is a going concern and will continue

its business for the foreseeable future. Hence it is assumed that the entity has neither the intention nor the need to

liquidate or curtail materially the scale of its operation.

Nature of activities

Summary of significant accounting and valuation policies

Basis of preparation of the financial statements

The accounting policies applied in the preparation of the financial statements are set out below. These policies

have been applied consistently and whenever there is any change in the policy those have been stated in the

succeeding notes.The specific accounting policies selected and applied by the company’s management for

significant transactions and events that have a material effect in preparation and presentation of financial

statements are in compliance with the framework of International Accounting Standards (IAS) and International

Financial Reporting Standards (IFRS).

The financial statements of the Company have been prepared in accordance with International Accounting

Standards ( IAS) and International Financial Reporting Standards (IFRS) as adopted in Bangladesh and the

requirements of Bangladesh Securities and Exchange Rules 1987, Financial Reporting Act ,2015, the Companies Act

1994 and other applicable laws and regulations.

AMAN TEX LIMITED

Notes to The Financial Statements


The principal activities of the company are textile knitting, dying and finally producing 100% export oriented

garments prodcuts and exporting thereof. The plant of the company is equipped with world famous various brand

european machinery.

The registered office of the Company is situated at Boiragirchala, Sreepur, Gazipur, Bangladesh and the corporate

office is situated at House # 02 Ishakha Avenue, Sector-6, Uttara, Dhaka-1230. Fcatory is situated at Boiragirchala,

Sreepur, Gazipur, Bangladesh.

Accrual basis of accounting:

This financial statements have been prepared using the accrual basis of accounting except for cash flow

information.

Financial assets and liabilities are offset and the net amount is reported in the financial statements only when

there is legally enforceable right to set-off the recognized amounts and the company intends either to settle on a net

basis, or to realize the asstes and to settle the liabilities simultaneously.

Aman Tex Limited was incorporated as a private Limited Company incorporated with the Ragistrar of Joint Stock

Companies & Firms , Dhaka, Bangladesh under companies act 1994 bearing registration No-C-53999(694)/2004

dated August 22,2004 and started its operational activities in May, 2009. Subsequently the shareholders in their

Extra-ordinary General Meeting held on 24.05.2016 approved conversion of status of the company from private

limited company to public l imited company.

Page | 118

(f)

(g)

(h) Critical accounting estimates, assumptions and judgments

(i)

3.2

3.3

The Cutoms Act 1969

The Securities & Exchange Commissions Act 1993

The Securities & Exchange Ordinance 1969

The Securities & Exchange Rules 1987 and

The Value Added Tax Act 1991

The Value Added Tax Rules 1991

Property, plant and equipments (PP&E)

Subsequent costs are included in the assets' carrying amount or recognized as a separate asset, as appropriate,

only when it is probable that future economic benefits associated with the item will flow to the Company and the

cost of the item can be measured reliably. Repair and maintenance costs are charged to the statement of

comprehensive income during the financial period in which they are incurred.

Tangible fixed assets are accounted for according to IAS-16 (Property, plant and equipment) either at historical cost

or at revaluation less cumulative depreciation and the capital work-in-progress is stated at cost. Historical cost

includes expenditure that is directly attributable to the acquisition of the items.

The preparation of financial statements, complying IFRS, requires the use of certain critical accounting estimates. It

also requires management to exercise their judgment in ascertaining assumption in the process of applying the

Company’s accounting policies and reported amount of assets, l iabilities, income and expenses. Such estimates are

prepared on the assumption of going concern and are established based on currently available information.

Changes in facts and circumstances may result in revised estimates and actual results could differ from the

estimates.

Significant estimates are made by management in the preparation of the financial statements include assumptions

used for depreciation, allowance for receivables, deferred taxes and provisions for employees benefits.

Foreign currency transactions are recorded at the applicable rates of exchange prevailing at the transaction date in

accordance with IAS-21 "The effects of changes in foreign exchange rates" and the resultant gain/loss is recognised

in the financial statements. Monetary assets and liabilities denominated in foreign currencies are translated at the

rates prevailing on the reporting date. Exchange differences at the statement of financial position date are

recognized in the statement of profit or loss and other comprehensive income.

Ragulatory Compliances

Comparatives and reclassification:

Comparative information have been disclosed in respect of the previous year for all numerical information in the

financial statements including narrative and descriptive information when it is relevant for understanding of the

current year’s financial statements.

Previous year’s figure has been re-arranged whenever considered necessary to ensure comparability with the

current year’s presentation as per BAS‐8 “Accounting Policies, Changes in Accounting Estimates and Errors”.

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:

The Income Tax Ordinance 1984

The Income Tax Rules 1984

Foreign currency conversion/transaction

Each material class of similar items is presented separately in the financial statements. Items of dissimilar nature

or function are presented separately unless they are immaterial.

Materiality and aggregation:

Page | 119

3.3.1 Revaluation

Revaluation surplus 3.4

3.5

Derivative:

Non- Derivative:

3.6

3.7

Financial Instruments:

It includes cash in hand and bank deposits are available for use by the company having insignificant risk of

changes in value of these current assets.

Rate (%)

2.5

Trade and other receivables

15

10

15

20

10

15

10

15

Inventories

Trade and other receivables are accounted for based on original invoiced amount .

Inventories are valued in accordance with IAS-2 (Inventories) at the lower of cost and net realizable value. The cost

of inventories is based on FIFO method. The cost of finished goods comprises raw materials, packing materials,

direct labour, other direct and related production overheads (based on normal capacity) and production related

depreciation.

Revaluation surplus arises out of the revaluation of Land & Land Development and Building on June 30, 2018

conducted by the enlisted valuer named Ahmed Zaker & Co. Chartered Accountants, Address: 89 Kakrail, Green City

Edge ( Level 10), Dhaka-1000.

In accordance with the provision of IAS-36: Impairment of Assets, no impairment indication has been observed til l

reporting date.

Fire protection equipments

Cash and cash equivalents

Gas line installation

Office equipments

Plant and machinery

Furniture

Depreciation on assets other than land is calculated using the reducing balance method over their estimated useful

lives and Depreciation charged on addition of fixed assets when it is available for use and depreciation charges on

disposal assets in accordance with IAS-16 at the following rates:

Electrical equipments

Internal road

Category of PP&ECurrent Year

Buildings and civil construction

Motor vehicles

The Land & Land Deveolopment were revalued by the company as on May 31, 2015 and the revaluation was

conducted by a professional valuer Mahfel Huq & Co. Chartered Acoountants Firm. In order to reflect the fair

picture of the company in the present market condition on the basis of market availability and physical condition of

those fixed assets and the gain arises due to the revaluation were transferred to the Other Comprehensive Income

and revaluation reserve account as per IAS-1 " Presentation of Financial Statements" and IAS 16 “Property, Plant

and Equipment”.

According to IFRS - 7: " Financial instruments: Disclosures", the company was not a party to any derivative contract

(financial instruments) at the financial statements date, such as forward exchange contracts, currency swap

agreement or contract to hedge curency exposure related to import of capital machinery to be leased to lessees in

future.

Non- Derivative financial instruments comprise of accounts and other receivable, borrowings and other payables

are shown at transaction cost as per BAS 39 " Financial Instruments: Recognition and Management".

Page | 120

3.8

(a)

(b) Workers' profit participation fund (WPPF)

(c)

3.9

3.10

3.11

(a)

3.12

3.13

3.14

3.15

Current tax

Taxation

Group insurance benefit

Depreciation is allocated to factory and administrative overheads on the basis of util ization of assets based on

operational aspects of the company.

The permanent employees of the Company are entitled to encash earned leave inpursuant to the leave encashment

policy consistently applied and approved by the Board.The Company calculates benefit for leave encashment on a

calender year basis.

Directors' remuneration is allocated by administration department on the basis of the functions performed by

them for the Company.

Deferred tax liabilities are the amount of income taxes payable in future years in respect of taxable temporary

differences. Deferred tax assets are the amount of income taxes recoverable in future years in respect of deductible

temporary differences. Deferred tax assets and liabilities are recognised for the future tax consequences of timing

differences arising between the carring values of assets, l iabilities, income and expenditure and their respective tax

bases. Deferred tax assets and liabilities are measured using tax rates and tax laws that have been enacted or

subsequently enacted at the reporting date. The impact of the account of changes in the deferred tax assets and

liabilities for the period 30 June 2018 has been recognised in the statement of profit or loss and other

comprehensive income as per BAS-12 " Income Taxes".

Provisions are recognized in accordance with IAS-37 (Provisions, Contingent Liabilities and Contingent Assets). The

Company recognises a provision when there is a present obligation, legal or constructive, as a result of past events

and it is probable that an outflow of resources embodying economic benefits will be required to settle the

obligation and a reliable estimate of the amount of the obligation can be made.

The permanent employees of the Company are covered under a group insurance scheme .

Trade and other payables

Leave encashment benefit

Promotional expenses

Liabilities are recorded at the amount payable for settlement in respect of goods received and services rendered by

the company.

All costs associated with promotional activities are charged out in the year of occurance.

The Company recognizes a provision and expenses for Workers' Profit Participation @ 5% of net profit as per

Labour Act 2006 (Amended in 2013).

Provisions

Revenue recognition

Allocation of depreciation

Employee benefits

Provision for current income tax has been made at the rate 15% as per S.R.O 193- Law/ Income tax/ 2015, date: 30

June 2015 on the acounting profit made by the company making some adjustment with the profit as per ITO 1984 in

compliance with IAS- 12 " Income Taxes)".

Deferred tax

The Company recognizes sales when products are dispatched and risks and rewards are also transferred to the

buyers;

Allocation of directors' remuneration

Page | 121

3.16 Statement of Cash Flows

3.17

3.18

3.19

Basic Earnings Per Share

3.20

3.21

IAS- 32 Financial Instruments Presentation

Earning Per Share:

Contingent Liabilities are those which arise due to the past event which shall be setteled in the future on the

occurrence or non occurrence of some uncertain event, cost of which can be measured reliably as per IAS-37 "

Provision and Contingent Assets and Liabilities". In the year under review there is no such contingent liabilities as

well as no commitment is made , to be settled in the future.

Contingent Liabilities:

Long Term Liabilities:

Cash flows statement is prepared principally in accordance with IAS-7 (Statement of Cash Flows) and the cash flows

from operating activities have been presented under direct method.

IAS- 7 Statement of Cash Flows

Weighted average number of ordinary shares outstanding during the year:

IAS- 23 Borrowing Cost

Long term liabilities comprise the amount borrowed from the bank and other concern for the long period of time and

accounted for and shown in the accounts at transaction cost as per IAS 39 "Financial Instruments: Recognition and

Measurement".

The Company calculates Earning Per Share (EPS) in accordance with IAS-33 " Earning Per Share" which has been

shown on the face of the Statement of profit or loss & other comprehensive Income and details are shown in Note-32

IAS- 33 Earning Per Share (EPS)

IAS- 12 Income Taxes

IAS- 1 Presentation of Financial Statements

As per IAS -10 " Event after the reporting period" are those events favorable and unfavorable, that occur between the

end of the reporting year and the date when the financial statement are authorized for issue. Two types of event can

be identified:

Those that provide evidence of conditions that existed at the end of the reporting year ( adjusting events after

reporting date); and

IAS- 21 The effects of changes in Foreign Exchange Rate

IAS- 2 Inventories

IAS- 18 Revenue

This represents the number of ordinary shares outstanding at the beginning of the year plus the number of shares

issued during the year multiplied by a time weighted factor is the number of months the specific shares is

outstanding as a proportion of the total number of months in the year.

IAS- 8 Accounting Policies, Changes in Accounting Estimates and Errors

The Financial Statements have been prepared in compliance with requirement of IAS as adopted by The Institute of

Chartered Accountants of Bangladesh (ICAB) and applicable in Bangladesh. The following IASs are applicable for the

financial statements for the period under review :

Those that are indicative of conditions that arose after the reporting year (Non-adjusting events after balance sheet

date).

Events after the Reporting Period:

IAS- 16 Property, Plant and Equipment

IAS- 10 Events after the Reporting Period

Application of International Accounting Standards (IASs) :

This represents earnings for the year attributable to ordinary shareholders. As there was no preference dividend,

minority interest or extra or ordinary items, the net profit after tax for the year has been considered as fully

attributable to the ordinary shareholders.

IAS- 17 Lease

IAS- 24 Related Party Disclosure

Page | 122

IAS- 39 Financial Instruments : Recognition and Measurement

IFRS- 7 Financial Instruments : Disclosures

IFRS- 9 Financial Instruments

IFRS- 13 Fair Value Measurement

IFRS- 15 Revenue from Contracts and Customers

3.22

3.23 Reporting Period:

3.24

a) Statement of Financial Position as at December 31,2018.

c) Statement of Changes in Equity for the period July 01, 2018 to December 31,2018

d) Statement of Cash Flows for the period July 01, 2018 to December 31,2018

e) Explanatory notes to the financial statements.

3.25 General

31-Dec-2018 30-Jun-2018

4.00 Property, plant and equipment :

Land & land development 638,662,500 638,662,500

Building 1,221,087,018 1,236,543,816

Plant & machinery 648,384,560 682,510,063

Electrical equipment 14,358,973 15,523,214

Furniture & fixture 16,205,882 17,058,824

Office equipment 15,579,024 16,842,188

Motor vehicle 30,689,874 34,099,860

Gas l ine installation 918,165 992,611

Internal road 608,677 640,713

Fire equipment 4,658,170 5,035,859

2,591,152,845 2,647,909,649

b) Statement of Profit or Loss and Other Comprehensive Income for the period July 01, 2018 to December 31,2018

Date of authorization

The Company's management and the Board of Directors are resposible for the preparation and presentation of

Financial Statements as per section 183 of the companies Act 1994.

Responsibility for preparation and presentation of financial statements:

Information on Financial Statement:

The Financial Statements of the Company cover the period from July 01, 2018 to December 31 , 2018.

Components of the Financial Statements:

These financial statements are presented in Bangladesh Taka which is functional and presentation currency of the

Company. Figures have been rounded off to the nearest Taka.

IAS- 37 Provision, contingent l iabilities and contingent assets

The Board of Directors has authorised the financial statements on February 27, 2019 .

Amount in Taka

Following are the component of the financial statements

Page | 123

4.01 Movement of fixed assets

Opening balance 3,144,388,145 3,120,469,499

Add: Addition during the year 23,918,646

3,144,388,145 3,144,388,145

Add: Revaluation of Land & Land Development and Building 645,251,233 645,251,233

Closing balance 3,789,639,378 3,789,639,378

Less: Accumulated deprecation: (1,198,486,533) (1,141,729,729)

Written down value (WDV) 2,591,152,845 2,647,909,649

For its details please refer to Annexure-'A'

5.00 Investment in listed securities

Market Value of Shares 4,891,600 3,434,000

5.01 Gain/(Loss ) on investment in shares:

31-Dec-2018

Dragon Sweater and Spinning Ltd. 341,500 205,000

SK Trims & Industries Ltd. 3,936,800 3,704,000

VFS Thread Dyeing Limited 958,970 982,600

5,237,270 4,891,600 (345,670)

2017-2018

Khulna Power Co. Ltd. 2,439,150 2,366,000

Delta Spinners Ltd. 1,168,800 1,068,000

3,607,950 3,434,000 (173,950)

6.00 Inventories : Note

Yarn 6.01 526,972,180 516,952,384

Stock of W-I-P 6.02 146,587,493 133,497,127

6.03 92,145,963 96,569,183

6.04 95,248,726 84,449,834

6.05 345,469,872 354,569,873

1,206,424,234 1,186,038,401

6.01 25.01

Value in Taka 526,972,180 516,952,384

1,953,449 1,958,152

6.02 Work in progress: 25.00

Value in Taka 146,587,493 133,497,127

268,595 272,495

6.03 25.02

Value in Taka 92,145,963 96,569,183

6.04 25.03

Value in Taka 95,248,726 84,449,834

212,970 188,862

Accessories:

Finished garments

30-Jun-2018

Accessories*

Dyes & chemicals

(73,150)

(100,800)

The above investment in marketable securities that are designated as available for sale by the management. These

are measured at fair value and presented as non-current assets and unrealized gain/(loss) from the above

investment are recognized as other comprehensive income.

Raw Materials [ Yarn]:

Quantity in KG (Annexure - B)


Cost value

Dyes & chemicals:

23,630

Unrealized gain/(loss)Fair valueName of the company

Fair valueUnrealized gain/(loss)

Name of the company

31-Dec-2018

(136,500)

(232,800)

Cost value


Page | 124

6.05 Finished garments: 25.00

Value in Taka 345,469,872 354,569,873

2,311,040 2,664,167

7.00 Trade and Other Receivables (export):

Trade Receivables (export):

Opening balance 959,109,785 966,573,707

Add: Sales during the year 1,731,260,804 3,564,589,658

Available for collection 2,690,370,589 4,531,163,365

Less : Received during the year (1,689,931,538) (3,574,531,538)

Closing balance 1,000,439,051 956,631,827

1,210,531 2,477,958

1,001,649,582 959,109,785

Other Receivables 32,333,045 -

1,033,982,627 959,109,785

7.01

965,745,655 880,873,694

68,236,972 78,236,091

Nil Nil

1,033,982,627 959,109,785

1,033,982,627 959,109,785

- -

- -

- -

- -

- -

8.00 Advances, deposits & pre-payments : Note

Advance to employees 8.01 1,254,000 1,560,000

Advance against purchases 101,936,526 109,762,065

Margin for bank guarantee 8.02 2,795,460 2,795,460

Security deposit 8.03 13,142,970 13,142,970

Advance tax on others 8.04 23,785 -

119,152,741 127,260,495

8.01 Advance to employees 1,254,000 1,560,000

[Details in Annexure- C]

8.02 Margin for bank guarantee ( 10% margin)

Margin for bank guarantee for gas l ine connection 2,795,460 2,795,460

8.03 Security deposits:

Titas Gas T & D Co. Ltd. for gas connection 13,023,900 13,023,900

Mymensingh PBS-2 for electricity conection 119,070 119,070

13,142,970 13,142,970

* As per Part II of Schedule XI of the Companies Act 1994, the quantities of stocks should be expressed in

quantitative denomination, which could not be provided as the company deals with large number of products as

accessories .

Maximum debt due by directors officers & staffs at any time

Debts considered doubtful & bad

Debts considered good without security

Add:Unrealised gain/(loss) exchange

Dedts due by directors or other officers & staffs

Quantity in PCS (Annexure - B)

Disclosure as per schedule -XI, Part-1, of the Companies Act, 1994

Maturity less than 3 months

Debts considered good & secured

Debts due from companies under same management


Maturity more than 6 months

Page | 125

8.04 Advance tax on others

Tax on vehicle - 732,000

Import Machinery - 270,498

Bank interest 23,785 94,074

TDS on dividend - 57,900

23,785 1,154,472

Less: Aadjusted with tax l iability Note: 23 - (1,154,472)

23,785 -

8.05

93,190,232 100,192,208

8,746,294 9,569,857

17,216,215 17,498,430

119,152,741 127,260,495

117,898,741 125,700,495

- -

- -

1,254,000 1,560,000

- -

- -

119,152,741 127,260,495

9.00 Cash and cash equivalents :

Cash in hand Note: 9.01 1,224,704 834,073

Cash at bank Note: 9.02 260,049,867 375,552,170

261,274,571 376,386,243

9.01 Cash in hand :

At Factory office 569,873 397,486

At Head office 654,831 436,587

1,224,704 834,073

9.02 Cash at Banks :

Al- Arafah Islami Bank Ltd., Uttara, CD A/C # 61605 13,793 654,225

EXIM Bank Ltd. A/c # 14369 159,538 168,863

National Bank Ltd., FC A/C.1999001777876 3,962 3,948

Islami Bank Bangladesh Ltd., Uttara A/c # 437010 141,141 167,004

Islami Bank Bangladesh Ltd., Mawna, CD A/C # 59302 23,736 22,757

National Bank Ltd. Dilkusha, CD A/C # 1999001787330 123,905 125,130

Prime Bank Ltd. Uttara, CD A/C # 12511090010091 4,381 1,910,564

Bank Alfalah Ltd., CD A/C# 12040624 7,005 7,580

BRAC Bank Ltd., A/c # 1510202043360001 48,194 48,769

One Bank Ltd. Uttara br., A/c # 0060185223019 48,496 52,551

Bank Asia, Uttara Br, A/C: 50101000170 43,607 281,974

Al- Arafah Islami Bank Ltd., Uttara, FC (ERQ)A/C # 163 580,637 152,137

Al- Arafah Islami Bank Ltd., Uttara, SND A/C # 1346 256,517 5,305

FC held for BTB payment, AIBL, Uttara, A/C # 643 258,469,589 370,984,546

BO ID: 1201630058568281, DBL Securities, Uttara Br. 125,367 966,819

260,049,867 375,552,170

10.00 Share Capital :

This represents the followings:

Authorized:

20,00,00,000 ordinary shares of Tk. 10/= each 2,000,000,000 2,000,000,000

Issued subscribed and fully paid up capital:

80,370,000 ordinary shares of Taka 10/= each 803,700,000 803,700,000

803,700,000 803,700,000








Dedts due by workers or other officers & staffs



Page | 126

10.01 Share holdings position:

Particulars of shareholders and their share holding position is as under:

Amount in Taka Amount in Taka

31-Dec-2018 2017-2018 31-Dec-2018 2017-2018

Md. Rafiqul Islam 32,600,000 32,600,000 40.56 326,000,000 326,000,000

Md. Shofiqul Islam 12,872,500 12,872,500 16.02 128,725,000 128,725,000

Md. Toufiqul Islam 14,250,000 14,250,000 17.73 142,500,000 142,500,000

Ms. Mukta Islam 3,420,000 3,420,000 4.25 34,200,000 34,200,000

Md. Toriqul Islam 1,885,000 1,885,000 2.35 18,850,000 18,850,000

Mrs. Sazeda Islam 142,500 142,500 0.18 1,425,000 1,425,000

Aman Breeders Ltd. 3,800,000 3,800,000 4.73 38,000,000 38,000,000

Aman Poultry &

Hathery Ltd.11,400,000 11,400,000

14.18114,000,000

114,000,000

Total 80,370,000 80,370,000 100 803,700,000 803,700,000

Classification of shares by holding :

No. of

ShareholdersNo. of shares % of holding

Less than 100,000 - - -

1 142,500 0.18%

- -

3 9,105,000 11.33%

- -

3 38,522,500 47.93%

1 32,600,000 40.56%

Above 3,00,00,000

8 80,370,000 100%

11.00 Share Premium

No of shares Premium per

share Amount in Taka Amount in Taka

Md. Shofiqul Islam 5000 40 200,000 200,000

Md. Toriqul Islam 10000 40 400,000 400,000

Mrs. Sazeda Islam 5000 40 200,000 200,000

Aman Breeders Ltd. 400000 40 16,000,000 16,000,000

400000 40 16,000,000 16,000,000

820,000 32,800,000 32,800,000

Date of issue: 30 April 2016

12.00 Retained Earnings:

Opening balance 1,312,401,579 1,739,040,031

Add: Profit during the year 176,108,791 348,861,548

Less: Bonus share issued - (775,500,000)

Add: Transferred from revaluation surplus of building 2,478,625 -

1,490,988,995 1,312,401,579

13.00 Tax Holiday Reserve

Tax holiday reserve is made up as follows:

Opening balance carry forwarded 194,207,788 194,207,788

194,207,788 194,207,788

Slabs by number of shares

From 50,00,001 to1,00,00,000

From 1,00,00,001 to 2,00,00,000

From 2,00,00,001 to 3,00,00,000

From 10,00,001 to 50,00,000

%

From 5,00,001 to 10,00,000

Name of the Shareholders

From 1,00,001 to 5,00,000

Total

No. of Shares

Aman Poultry & Hathery Ltd.

The paid up capital increased by TK. 775,500,000 through issuing 77,550,000 numbers of bonus share. Date of

issue: 03 December 2017

Name of the

Shareholders

Page | 127

14.00 Revaluation Surplus of Land & Building:

Fair Value / Market Value of Land 638,662,500 638,662,500

Book Value (191,701,295) (191,701,295)

Revaluation Surplus 446,961,205 446,961,205

Less: Previous Revaluation Surplas (31.05.2015) (234,073,705)

446,961,205 212,887,500

Less: Deferred Tax on Revaluation 3% (13,408,836) (6,386,625)

Net Revaluation Surplus during the year 433,552,369 206,500,875

-

Fair Value / Market Value of Building 850,954,596 850,954,596

Book Value/ Written down value (652,664,568) (652,664,568)



Net Balance of Revaluation Surplus 168,546,524 168,546,524

Less: Transferred to retained earnings (2,478,625) -

Add: Related tax 371,794 -

166,439,692 168,546,524

599,992,061 602,098,892

- 411,177,528

15.00 Available for sale reserve :

Opening balance (156,556) (121,603)

Add: Addition during the year (154,548) (34,952)

(311,104) (156,556)

16.00 Long term borrowing :

Borrowings from bank Note : 17.01 866,322,810 994,670,709

Borrowings from NBFI Note : 17.02 6,033,834 7,169,338

872,356,644 1,001,840,047

16.01 Borrowings from bank :

Al -Arafah Islami Bank Ltd., A/c # 90000016 778,206,205 840,149,103






Al -Arafah Islami Bank Ltd., A/c # 40000249 239,699 483,070

Al -Arafah Islami Bank Ltd., A/c # 40000251 - 6,011,333


1,148,900,538 1,277,248,437

Current year revaluation Surplus

Total revaluation surplus

According to Finance Act 2016 & Income Tax Ordinance 1984 section 82 (C) & 53 H & rules 17II(c) deferred tax has

been calculated @ 3% on Revaluation Reserve of Land.

Page | 128

1,277,248,437 1,569,457,926

Add: Received during the year - -

Add: Interest charged for the year 66,825,038 134,037,433

1,344,073,475 1,703,495,359

(195,172,937) (426,246,922)

Closing Balance as at 31 December 1,148,900,538 1,277,248,437

(282,577,728) (282,577,728)

866,322,810 994,670,709

Bank: Al Arafah Islami Bank Ltd., Uttara Model Town Br. Dhaka.

16.02 Borrowings from NBFI :

Phoenix Finance & Investment Ltd. 8,705,266 9,661,173

8,705,266 9,661,173

Not later than one year 3,629,844 3,629,844

Later than one year but not later than five years 6,049,740 7,864,662

Later than five years - -

9,679,584 11,494,506

Less: Future finance charge (974,318) (1,833,333)

Present value of minimum lease payments 8,705,266 9,661,173

Included in the financial statements as:

Current borrowings 2,671,432 2,491,835

Non-current borrowings 6,033,834 7,169,338

8,705,266 9,661,173

Tenure: 5 Years

17.00 Deferred Tax

PPE except land 1,756,678,942 662,444,397 1,094,234,545

4,891,600 5,237,270 (345,670)

446,961,205 - 446,961,205

Building 195,811,403 - 195,811,403

826,754 - 826,754

Net Taxable temporary difference 2,405,169,904 667,681,667 1,737,488,237

Applicable Tax Rate

Corporate tax 15%

Capital gain tax on securities 10%

Regular tax 35%

Taxable/

(Deductible

temporary

difference)

Unrealised gain/ (loss) on exchange

Carrying amount

on reporting dateAs at 31December 2018

Rate of interest: @ 15.00%

Opening balance as at 1st July

Sanction Limit: TK. 188,10,86,906.00

Investment in l isted shares

Sanctioned Limit: TK. 1,30,00,000.00

Tenure:7 years

Security : Registered mortgaged of land , building, machineries &

floating assets charge creation with RJSC.

Institution: Phoenix Finance & Investment Ltd.

Less: Repayment during the year:

Less: Current maturity transferred to current l iability

Land and land development

Rate of profit : @ 14.00%

Tax base

Page | 129

Deferred tax liability/(assets) at the end of the year 207,170,525

Carrying amount of PPE (Except Land) 164,135,182

Unrealized loss from investment in shares (34,567)

289,364

Deferred Tax on Revaluation of land 13,408,836

Deferred Tax on Revaluation of building 29,371,710

Deferred tax liability/( Assets) at the beginning of the year 205,145,629


Unrealized gain from investment in shares (17,395)

244,968

Deferred Tax on Revaluation 13,408,836


Deferred Tax Expenses/(Income) 2,413,862


44,396


Deferred Tax on Revaluation of land -

Deferred Tax on Revaluation of building (371,794)

PPE except land 1,810,957,121 732,519,020 1,078,438,101

3,434,000 3,607,950 (173,950)

638662500 191,701,295 446,961,205

Building 850954596 652,664,568 198,290,028

699,909 - 699,909

Net Taxable temporary difference 3,304,708,126 1,580,492,833 1,724,215,293

Applicable Tax Rate

Corporate tax 15%


Regular tax 35%




244,968






701,982


Deferred Tax on Revaluation of building -

Deferred tax on unrealised gain/ (loss) on exchange

Carrying amount

on reporting date


Tax base




As at 30 June 2018



Taxable/

(Deductible

temporary

difference)

Investment in shares

Page | 130



(457,014)




PPE except land 1,870,200,088 819,360,265 1,050,839,822

5,354,200 5,699,230 (345,030)

425,775,000 191,701,295 234,073,705

877,207 - 877,207


Applicable Tax Rate

Corporate tax 15%


Regular tax 35%



307,022





701,982





(394,960)


Deferred Tax on Revaluation of land -

18.00 Short term borrowings :

PC A/C, Al- Arafah Islami Bank Ltd. ( AIBL) - 71,372,666

Bai- Muazzal A/C ,AIBL 70,000,000 70,490,000

Bai- Salam A/C ,AIBL 199,988,702 230,954,640

Quard against Cash Assistance, AIBL 36,300,000 14,608,750

306,288,702 387,426,056

Sanction Limit:

BTB LC 100.00 crore

Tenure : 1 year

Bai- Muajjal 7.00 crore

Security : inventory floating charge creation with RJSC


Al Arafah Islami Bank Ltd.,Utttara Model Town Br. Dhaka.







As at 31December 2017Carrying amount

on reporting dateTax base

Taxable/

(Deductible

temporary

difference)


Page | 131

19.00

282,577,728 282,577,728

2,671,432 2,491,835

285,249,160 285,069,563

20.00 Trade and Other Payables :

Opening balance 364,132,054 355,849,663

1,118,458,367 2,260,053,078

1,482,590,421 2,615,902,741

(1,165,014,495) (2,253,548,736)

317,575,926 362,354,005

383,777 1,778,049

317,959,703 364,132,054

21.00 Liabilities for Expenses :


9,023,895 9,869,485

Salary & wages payable 40,123,658 47,554,598

Others payable 1,432,576 1,268,397

7,702 16,427

Audit fee payable 115,000 187,500

VAT Payable 288,213 243,213

1,806,282 1,746,282

23,167,903 29,912,655

Professional Fees - 345,000

75,965,229 91,143,557

21.01 WPPF payable

Opening balance 29,912,655 28,010,963

10,043,071 19,186,083

39,955,726 47,197,046

(16,787,823) (17,284,391)

23,167,903 29,912,655

22.00 Provision for tax :

Net Tax Liability :

20,329,964 28,209,495

Tax for the year 22,338,771 27,019,209

(10,609,790) (29,244,268)

(1,548,031) (4,500,000)

Note: 8.04 - (1,154,472)

30,510,914 20,329,964

23.00 Net Asset Value - NAV :

NAV per share with revaluation:

Shareholders' equity including revaluation surplus 3,121,377,741 2,945,051,704

Number of outstanding shares 80,370,000 80,370,000

Net Asset Value ( NAV ) per share 38.84 36.64

NAV per share without revaluation:

Shareholders' equity excluding revaluation surplus 2,521,385,680 2,342,952,811



Par value of share 10 10

Electricity bil l payable

Add: During the year

TDS Payable

Less: Payment made during the year

Available for payment

Closing balance

Less - Tax paid for FY 2015-2016

Less - Tax deducted at source

Add: Unrealised ( gain)/loss exchange

Less: Paid during the year

Opening balance

Add: Purchase during the year

Total payable

WPPF payable ( Note-21.01)

Gas bil l payable

Less- Advance income tax


Current maturity of long term borrowing

Al-Arafah Islami Bank Ltd.

Page | 132

01.07.2018-

31.12.2018

01.07.2017 -

31.12.2017

01.10.2018 -

31.12.2018

01.10.2017 -

31.12.2017

24.00

1,731,260,804 1,691,649,809 1,025,713,434 960,601,741

1,731,260,804 1,691,649,809 1,025,713,434 960,601,741

Quantity in PCS 9,739,279 10,399,757 6,927,184 6,944,676

25.00 Cost of sales : Quantity

Raw materials (yarn) consumption 25.01 2,649,706 703,509,555 693,569,992 417,257,151 407,823,490

Accessories consumption 25.02 196,359,422 190,977,166 112,561,879 110,844,091

Dyes & chemicals consumption 25.03 452,130 202,193,922 196,720,205 126,850,877 118,567,095

Factory overhead 25.04 344,029,951 340,091,794 197,967,050 188,678,219

Works costs KG 2,649,706 1,446,092,850 1,421,359,157 854,636,957 825,912,894

Add : Opening stock of work-in-process 272,495 133,497,127 144,365,892 140632548 139,874,563

Less : Closing stock of work-in-process 268,595 (146,587,493) (138,486,159) (146,587,493) (138,486,159)

Cost of production PCS 9,586,152 1,433,002,484 1,427,238,890 848,682,012 827,301,298

Add : Opening stock of finished goods 2,464,167 354,569,873 375,692,586 358,423,687 370,421,597

Less : Closing stock of finished goods 2,311,040 (345,469,872) (364,415,873) (345,469,872) (364,415,873)

Cost of goods sold PCS 9,739,279 1,442,102,485 1,438,515,603 861,635,827 833,307,022

25.01 Raw materials (yarn) consumption :

Opening stock of yarn 1,958,152 516,952,384 552,356,287 508,976,427 526,547,863

2,645,003 713,529,351 683,906,963 435,252,904 423,968,885

4,603,155 1,230,481,735 1,236,263,250 944,229,331 950,516,748

Less : Closing stock of yarn 6.01 1,953,449 (526,972,180) (542,693,258) (526,972,180) (542,693,258)

2,649,706 703,509,555 693,569,992 417,257,151 407,823,490

Raw materials (yarn) purchase :

Value in [ Taka] 713,529,351 683,906,963 435,252,904 423,968,885

Quantity in [KG] 2,645,003 2,737,624 1,613,452 1,697,113

25.02 Accessories consumption :

96,569,183 84,236,983 91465483 87,364,512

Add : Purchases of accessories 191,936,202 196,554,779 113,242,359 113,294,175

288,505,385 280,791,762 204,707,842 200,658,687

Less : Closing stock of accessories 6.03 (92,145,963) (89,814,596) (92,145,963) (89,814,596)

196,359,422 190,977,166 112,561,879 110,844,091

25.03 Dyes & chemicals consumption : Quantity- KG

188,862 84,449,834 91,236,598 92,173,986 89,210,472

Add : Purchases of dyes & chemicals 476,238 212,992,814 192,142,818 129,925,617 116,015,834

Dyes & chamicals available for use 665,100 297,442,648 283,379,416 222,099,603 205,226,306

6.04 212,970 (95,248,726) (86,659,211) (95,248,726) (86,659,211)

452,130 202,193,922 196,720,205 126,850,877 118,567,095

Dyes & chemical purchase :

Value in [ Taka] 212,992,814 192,142,818 129,925,617 116,015,834

Quantity in [KG] 476,238 425,956 290,505 257,192

Amount in Taka

Yarn available for use

Less : Closing Stock of dyes &

chemicals

Sales

Export of garments

Add : Purchases of yarn

Opening stock of accessories

Accessories available for use

Opening stock

Page | 133

25.04 Factory overhead :

Wages & allowances 201,360,339 192,184,184 121,661,917 113,965,221

Gas bil l 57,177,498 60,628,613 29,117,943 30,162,064

Electricity bil l 66,813 129,294 40,556 61,317

Fuel and lubricants 3,299,552 3,125,608 1,969,404 1,781,597

5,746,598 6,440,898 5,746,598 3,565,037

C & F charges 5,999,985 5,793,189 3,581,211 3,302,118

Carriage & transport 3,860,160 3,754,659 2,200,291 2,078,204

Labour expenses 303,649 235,692 181,239 134,344

Medical expenses 73,289 64,493 41,775 35,697

Telephone & mobile expenses 284,583 263,282 169,859 150,071

Sub materials 1,216,732 1,121,458 693,537 620,727

Stationeries 347,968 282,535 207,692 161,045

3,125,467 2,862,202 1,781,516 1,584,229

Spare parts 1,745,693 1,614,568 1,041,952 920,304

Tiffin for workers 2,343,672 2,133,732 1,335,893 1,181,021

Travelling & conveyance 543,873 432,581 324,621 246,571

Entertainment 213,569 134,697 127,473 74,555

Miscellaneous expenses 87,846 23,541 50,072 13,418

Uniform & liveries 43,429 31,273 25,921 17,310

Depreciation 56,189,236 58,835,295 27,667,580 28,623,371

344,029,951 340,091,794 197,967,050 188,678,219

26.00 Administrative expenses :

21,345,692 19,976,679 11,569,365 10,937,232

Director remuneration 36.00 2,400,000 2,400,000 1,200,000 1,200,000

Audit fees 115,000 93,750 57,500 46,875

62,460 57,800 38,251 31,646

Entertainment 365,131 232,106 223,606 123,596

Fuel & lubricants 764,526 725,469 420,489 397,194

Office Rent 276,000 276,000 138,000 138,000

Insurance 1,048,200 908,307 641,918 497,298

Internet expenses 90,000 90,000 45,000 45,000

Board meeting fee 50,000 30,000 25,000 15000

628,412 517731 345,627 283,458

Medical expenses 108,735 67523 66,589 35,956

Office expenses 257,107 399,598 141,409 218,780

7,638 6486 4,678 3,454

636,855 437983 350,270 239,796

Stationeries 691,662 726489 423,574 386,855

Repair & maintenance 63,587 52146 34,973 28,550

IT maintenance 449,842 271780 275,483 144,723

Telephone & mobile expense 62,872 51250 34,580 28,059

Professional fees 230,000 230,000 115,000 115,000

Travelling & conveyance 606,396 587469 371,357 321,639

Central fund for RMG sector 501,223 537818 215,043 280,238

Depreciation 567,568 594296 290,595 289719

Miscellaneous expenses 34,976 29,687 21,419 16,254

31,363,882 29,300,367 17,049,725 15,824,322

Repair & maintenance

Donation & subscription

Newspaper & periodicals

Salaries & allowances

Fees, forms & renewal

Workers transportation expenses

Postage & courier

Page | 134

27.00 Selling & distribution expenses :

Commercial expenses 1,630,597 1,337,691 945,746 769,172

Business promotion expenses 917,183 896,398 521,476 476,938

Sample expense 659,234 882,362 462,538 412,469

Export realization expenses 2,335,279 2,174,466 1,273,843 1,147,869 5,542,293 5,290,917 3,203,603 2,806,448

28.00 Other operating income

Cash incentive 50,486,045 59,310,170 32,333,045 40,015,785

Note: 28.01 1,021,807 189,036 (14,949) 350,171

237,854 80,032 237,854 80,032

Dividend income - 45,750 - -

1,965,438 1,897,463 1,106,897 954781

Note: 28.02 826,754 877,207 826,754 877,207

54,537,898 62,399,658 34,489,601 42,277,976

28.01

126,094 491,214 126,094 491,214

(895,714) 302,178 141,042 141,042

1,021,807 189,036 (14,949) 350,171

28.02

Accounts receivable 1,210,531 1,289,070 1,210,531 1,289,070

Accounts payable (383,777) (411,863) (383,777) (411,863)

826,754 877,207 826,754 877,207

29.00 Financial expenses :

Interest on borrowings (Notes-30.1) 95,885,547 87,520,997 52,625,250 37,790,425

95,885,547 87,520,997 52,625,250 37,790,425

29.01 Interest on borrowings :

Interest on long term loan 66,825,038 67,853,063 32,457,010 32,481,933

Interest on CCH loan - 2,182,139 - -

Interest on PC loan 5,429,928 11,543,094 33,689 3,017,775

22,038,600 409,933 19,650,544 336,525

410,833 2,392,281 - 1,289,406

Interest on leasing 859,015 2,642,992 295710 375,200

Bank charges 322,133 497,495 188,297 289,586

95,885,547 87,520,997 52,625,250 37,790,425

30.00 Current tax expenses

544,590 1,779,306 - 1,200,474

10,065,200 13,577,343 10,065,200 6,534,507

10,609,790 15,356,649 10,065,200 7,734,981

Sales revenue 1,731,260,804 0.0026 4,451,813 4,349,957 2,666,855 2,497,565

Cash incentive 50,486,045 0.0012 60,583 71,172 38,800 48,019

Interest income 237,854 0.60% 1,427 480 1,427 480

1,021,807 0.60% 6,131 1,134 - 2,101

Dividend income 0.60% - - -

Other income 1,965,438 0.60% 11,793 12,519 6,641 5,729

4,531,747 4,435,262 2,713,723 2,553,893

10,609,790 15,356,649 10,065,200 7,734,981

200,861,424 184,211,031 119,703,457 107,763,333

56,756,804 59,414,452 28,378,402 29,707,225.88

(70,074,623) (87,135,635) (35,037,312) (43,567,818)

(53,711,144) (61,522,451) (33,662,847) (41,400,769)

(826,754) (877,207) (826,754) (877,207) 133,005,707 94,090,190 78,554,947 51,624,765

Gain ( Loss) from securities

This represent Gain/(Loss) on marketable securities during the year

Realised gain/(Loss) at closing

Realised gain/(Loss) at opening

Business income

Add: Accounting depreciation

Less: Other Operating Income

i) Minimum tax U/S-82C(2)

Interest on loan against cash incentive

Exchange gain/ (loss) for currency fluctuation


Unrealised exchange gain/ (loss)

Realized gain/(loss) on marketable securities :

Capital gain on sale of l isted

companies

a) Minimum tax ( Higher of I & ii)

Interest on Bai- Salam

Interest received from SND A/C

Taxable business profit

1) AIT at source on cash incentive

2) AIT at source on export bil ls Realization

i i) Minimum tax U/S-82C(4)

Add:Unrealised (gain)/ loss on exchange

Profit before taxation as per accounts

Less: Taxable depreciation

Page | 135

Tax on business

income 133,005,707 15% 19,950,856 14,113,528 11,783,242 7,743,715

Tax on cash incentive 50,486,045 3% 1,514,581 1,779,305 969,991 1,200,474

Tax on interest

income 237,854 35% 83,249 28,011 83,249 42,593

1,021,807 10% 102,181 18,904 35,017

- 20% - 9,150 - -

Tax on other income 1,965,438 35% 687,903 664,112 387,414 334,173 b) Regular tax 22,338,771 16,613,010 13,223,896 9,355,971

22,338,771 16,613,010 13,223,896 9,355,971

31.00 Unrealized gain/(loss) on securities:

Closing unrealized gain/(loss) (345,670) (345,030) (345,670) (345,030)

Opening unrealized gain/(loss) (173,950) (135,114) (131,200) (359,880)

Unrealized gain/(loss) during the year (171,720) (209,916) (214,470) 14,850

Related tax 17,172 20,992 21,447 (1,485) (154,548) (188,924) (193,023) 13,365

32.00 Earning per share :

The computation of EPS is given below:

Earnings attributable to ordinary share holders 176,108,791 163,834,803 105,284,699 96,552,095

(Net Profit after tax)

Weighted average No. of outstanding shares 80,370,000 80,370,000 80,370,000 80,370,000

Basic earning per share 2.19 2.04 1.31 1.20

32.01 Diluted earning per share :

Profit after tax 176,108,791 163,834,803 105,284,699 96,552,095

Total existing number of share 80,370,000 80,370,000 80,370,000 80,370,000

Diluted earning per share 2.19 2.04 1.31 1.20

33.00 Reconciliation of Profit/Loss before tax to Cash Generate from Operation

Net Profit/(Loss) after WPPF & before Tax 200,861,424 184,211,031

Add: Depreciation 56,756,804 59,414,452

Add: Finance Cost 95,885,547 87,520,997

Less: Non Operating Income (1,021,807) (234,786)

(Increase)/Decrease in prepayments 8,131,539 69,612,208

(Increase)/Decrease in Receivable (74,872,842) 13,312,717

(Increase)/Decrease in Inventory (20,385,833) 25,819,249

Increase/(Decrease) in payable (46,172,351) (77,126,900)

Increase/(Decrease) in Liabilities for Expenses (15,178,327) (6,843,946)

(544,590) (1,779,306)

(10,065,200) (13,577,343)

(1,548,031) (1,000,000)

Advance tax on others (23,785) (77,153)

191,822,547 339,251,220

AIT at source on cash incentive

AIT at source on export bil ls Realization

Tax paid for FY 2015-2016

Current tax (Higher of a & b)

Tax on capital gain on sale of

Tax on dividend income

Page | 136

34.00 Related party disclosure

01.07.2018-

31.12.2018

01.07.2017 -

31.12.2017

Name of the partyNature of

transaction

Transacted

amount in BDT

Transacted

amount in BDT

Remuneration 2,400,000 2,400,000

Board meeting

fee 10,000 10,000

Md. Shofiqul IslamBoard meeting

fee 10,000 10,000

Md. Toufiqul IslamBoard meeting

fee 10,000 10,000

Md. Toriqul IslamBoard meeting

fee 10,000 -

Purchase 92,235,239 143,537,456

Payable 111,633,570 106,258,753

Purchase 171,212,587 343,197,478

Payable 55,744,873 121,419,174

35.00

35.01 Total amount of board meeting fees paid to directors during the period is as follows:

NameNature of

transaction2017-2018 2016-2017

Md. Rafiqul IslamBoard meeting

fee 10,000 10,000


fee 10,000 10,000


fee 10,000 10,000


fee 10,000 -

Md. Iftikhar- Uz - ZamanBoard meeting

fee 10,000 -

50,000 30,000

35.02

Name

01.07.2018-

31.12.2018

01.07.2017 -

31.12.2017

Md. Rafiqul Islam Managing Director 2,400,000 2,400,000

Mr. Naresh Paul Arora Executive Director 1,000,000 1,200,000

Mr. Md. Golam Sorwar

MozomderChief Financial Officer 600,000 600,000

Mr. Mesbah Uddin Shipon DGM- Knitting ( Factory) 600,000 600,000

Ms. Saba Khan Manager, Fashion Design 900,000 900,000

5,500,000 5,700,000

Anwara Mannan Textile

Mills Ltd.

The party is related to the company if the party cast significant influence over the subject matters and also holding

the controlling power of the management affairs of the company and any transaction made during the year with

the party related there with is termed as related party transaction as per IAS- 24" Related Party Disclosure". During

the year under audit related party transactions were made which has influenced the company's business. The

details of related party transactions during the year along with the relationship is il lustrated below in accordance

of IAS-24:

Relationship with the company

Director & Shareholder



Aman Cotton Fibrous Ltd.

Independent Director

Common Director

The total amount of remuneration paid to the top five salaried officers of the company in the accounting year is as

follows:

Total


Common Director

Md. Rafiqul Islam

MD & Shareholder

Designation

Disclosure of managerial remuneration:

Particulars

Total

Designation


MD & Shareholder


Page | 137

35.03

Particulars

01.07.2018-

31.12.2018

01.07.2017 -

31.12.2017

Directors 50,000 30,000

Directors 2,400,000 2,400,000

Officers & Executives 21,345,692 19,976,679

23,795,692 22,406,679

01.07.2018-

31.12.2018

01.07.2017 -

31.12.2017

36.00 Disclosure regarding director remuneration :

Director remuneration 2,400,000 2,400,000

Managing Director remuneration TK.4,00,000 per month.

37.00 General

37.01 Audit fee

Audit fee of TK. 1,15,000.00 only reprsents the audit fee inclusive of VAT.

37.02 Employees long term benefit:

37.03 Capacity utilization:

Garments- PCS

Capacity 15,000,000 15,000,000

Util ization 9,586,152 10,138,582

% of util ization 63.91 67.59

Knitting- M.Ton

Capacity 3,250 3,250

Util ization 2,650 2,790


Dyeing - M.Ton


Util ization 2,385 2,511


* Capacity in unit of garments depends on unit price.

37.04 Number of employees:

Head office Factory Workers

26 140 4,376 4,542

Less than TK.8,000/= - - -

26 140 4,376 4,542

37.05 Events after the reporting period:

Those that are indicative of conditions that arose after the reporting period (Non-adjusting events after balance

sheet date).

Salary, bonus & other allowances

Those that provide evidance of conditions that existed at the end of the reporting period adjusting events after

reporting date and

As per IAS-10 "Events after the reporting period" are those event favorable and unfavorable,that occur between the

end of the reporting period and the date when the financial statement are authorized for issue. Two types of event

can be identified.

Officers & Staffs

Remuneration

Not less than TK.8,000/=

Total

Total

The company has no Gratuity Fund & PF scheme as yet as such no provision has been made in the financial

statement

Board meeting fee

Nature of payment

Salary Range (monthly)

Aggregate amount of remuneration paid to all directors and officers during the financial year is as follows:

Total

Page | 138

37.06

37.07 There is no interest capitalized during the period.

38.00 Disclosure as per requirements of schedule XI, part II, para 8 of Company Act 1994

ParticularsLocal

PurchaseForeign purchase Total Consumed

% of

consumption

Yarn 649,311,709 64,217,642 713,529,351 703,509,555 63.84

Dyes & Chemical 10,862,634 202,130,180 212,992,814 202,193,922 18.35

Accessories 29,366,239 162,569,963 191,936,202 196,359,422 17.82

Total 689,540,582 428,917,785 1,118,458,367 1,102,062,899 100

FOB Value of export:

The FOB value of export for the year ended 31 December- 2018 is as follows:

Particular In foreign

currency In BDT.

Export 20,947,432.45$ 1,731,260,804

39.00

(a)

(b)

(c)

The Company has established its brand name in the market with its quality products, range of products and

customers service. Therefore, industry risks will be l imited.

The products of the company are sold in foreign currency and payment for raw materials are made mostly in

foreign currency. Therefore ,volatil ity of exchange rate will have little impact on profitability of the company.

Industry risks:

The products of the company are sold in foreign currency and payment for raw materials are made mostly in

foreign currency. Therefore ,volatil ity of exchange rate will have little impact on profitability of the company.

Management perception:

Management perception :

The company maintains a reasonable debt/ equity ratio; and accordingly, adverse impact of interest rate

fluctuation will not adversely affect the Company's performance as the Company emphasizes on equity base

financing to reduce the dependency on borrowing. Therefore, management perceives that the fluctuation of interest

rate on borrowing would have little impact upon the performance of the Company.

Exchange rate risks:

If exchange rate increase against local currency opportunity is created for getting more revenue against sale in

local currency. On the other hand, if exchange rate will have little impact on profitability of the company.

Management perception

Risk Factors and Management's Perceptions about the Risks

The Company is operating in an industry involving both external and internal risk factors having direct as well as

indirect effects on its business, results of its operations and financial condition, as follows:

Interest rate risks:

Interest rate is concerned with borrowed funds of short-term & long-term maturity.Interest rate risk is the risk that

the company faces due to unfavorable movements in the interest rates.Volatil ity in money market & increased

demand for loans/ investment funds raise the rate of interest. A Change in the government's policy also tends to

increase the interest rate. High rate of interest enhances the cost of fund of a company. Such rises in interest rates

however mostly affect companies having floating rate loans.

In the year under review the company did not remit any amount as dividend , technical Know- how, royalty,

professional consultation fees, interest and other matters either its share holders or others.

Disclosure requirement of schedule XI, part II, para 8( b&d) of Company Act 1994 CIF Value of Yarn, Dyes &

Chemical, Accessories and consumption.

No material events has occurred after the balance sheet date to the date of issue of these financial statement,

which could affect the values stated in the financial statements.

Page | 139

(d)

(e) Technology-related Risks:

Technology always plays a vital role for the existence of any industrial concern, ensuring better service to the

customers and minimizing the cost in various aspects. Any invention of new more cost involving technology may

cause technological obsolescence and negative operational efficiency. Any serious defects in the plant and

machinery my affect production and profitability calling for additional investment for replacement.



Market for the Company's product is growing at an exponential rate with growth of urbanization and incremental

income level of consumers along with their preference to convenience. Therefore, market risks will be minimal.

The Company utilizes its market research team that is continuously working for in-depth understanding of the

customers needs and preferences and accordingly, arranging its technology.

Market risks:

Market risks refers to the risk of adverse market conditions affecting the sales and profitability of the company.

Mostly, the risk arises from falling demand for the product or service which would harm the performance of the

company. On the other hand, strong marketing and brand management would help the company to increase their

customer base.

Page | 140

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Page | 141

Annexure - B

Finished goods: Quantity in PCS

ItemsOpening Balance

as at 01.07.2017

Production during

the year

Sales during

the year

Closing Balance

as at 30.06.2018

Finished

Garments 2,464,167 9,586,152 9,739,279 2,311,040

Total 2,464,167 9,586,152 9,739,279 2,311,040

Work in process: Quantity in KG


as at 01.07.2017

during

the year

Transferred to

production

Closing Balance

as at 30.06.2018

Fabrics 272,495 268,595 272,495 268,595

Total 272,495 268,595 272,495 268,595

Raw Materials ( Yarn): Quantity in KG


as at 01.07.2017

Purchased during

the year

Consumption

during

the year

Closing Balance

as at 30.06.2018

Yarn1,958,152 2,645,003 2,649,706 1,953,449

Total 1,958,152 2,645,003 2,649,706 1,953,449

Dyes & chemicals:

Quantity in KG


as at 01.07.2017

Purchased during

the year

Consumption

during

the year

Closing Balance

as at 30.06.2018

Dyes & Chemical 188,862 476,238 452,130 212,970

Total 188,862 476,238 452,130 212,970

AMAN TEX LIMITEDStatement of Inventory Movement


Page | 142

(dd) Factors that may affect the results of operations: There are no such factors that may affect the results of operations except the known trends and uncertainty which have been mentioned in page # 110 of this prospectus.

Annexure - C

31.12.2018 31.12.2017

ASM Irsadul Hoque 110,000 170,000

Anisul Hoque Ansari 250,000 250,000

Md. Jahid Hasan Talukder 24,000 40,000

Mr. C.M. Atique Munir - 150,000

Placid Costa Paul 95,000 95,000

Wahed Ahammed Syeed 500,000 500,000

Mr.Md. Shahabuddin 60,000 60,000

Md. Humayun Kabir 20,000

Abdus Salam Mollah 55,000 115,000

Md. Liton 160,000 160,000

Total 1,254,000 1,560,000

Aman Tex Limited

List of the employees advance

Name of the EmployeesAmount in Taka

Page | 143

SECTION: VII MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(a) Overview of business and strategies: I) Overview Of Business: Aman Textile Limited produce and export different types of readymade garment products like T-Shirt, Polo Shirt, Printed Tee, Hoody Jackets, Embroidered Tee, Washed Tee, Leggings & Baby Suits for New Born & Infants, etc. It is serving many international buyers in the USA and the European markets and continues to strive in the highly competitive apparel manufacturing sector. The principal buyers of the company are HNM, Sport Master, S.Oliver, Betty, Next, Mother Care, Walmart, Arvind, Freedy Spa, Zara, Best Seller, Rose Sourcing, etc. The company won many awards for its quality products and compliance with economy standards. The company is 100% export oriented and the principal activities of the company are to carry on the business of manufacturing and exporting of all kind of garment products. There is no subsidiary company of Aman Tex Limited. II) Business Strategies: ATL 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, weaknesses, opportunities and threats involved in a business venture. It identifies the internal and external factors that affect business venture. Strength and Weakness are evaluated with internal factors whereas Opportunity and Threat are evaluated by external factors. The SWOT analysis of the company is as follows: Strengths:

• State of the art factory located nearby Dhaka district

• Management appears to be very dynamic & capable of improved performance

• Quality of textile fabric and production

• Establishing marketing platform and a proven track record of performance

• Managed by a group of experienced professionals

• Strong intellectual knowledge and market network

• Industrial training conducted by specialist

• Automation of production process

• H &M nominated Factory

• Long standing existence

• Standby power supply from own gas generators

• Adequate supply of skilled workforce

• Proven and reliable customer’s base

• Good image

• It has a compact, organized & favorable infrastructure

• On an average company gets 70-80 percent repeat orders.

Page | 144

Weakness:

• Market is becoming more competitive

• Lack of high skilled labor

• Comparatively higher management cost

• Problem in power & Gas supply

Opportunities:

• Strong rise of Textile sector

• Large population and low labor cost

• Great pricing capability

• Good reputation of product quality in outside world will increase more option of export

• Export reach can be enhanced through rigorous marketing efforts

• Leverage on existing client base to enter new business verticals

• Strong support from Government including incentives like Export Development Fund (EDF) facility

• Increasing global demand for cheap clothing Threats:

• Rise of competitiveness in export market for India, China, Cambodia

• Rise of price of raw materials

• Labor unrest in RMG factories

• Adverse change in Govt policy

• Lack of power supply in future due to scarcity of gas

• Dependency more on overseas market for raw materials (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 of inventories, net profit before & after tax, EPS etc.:

Particulars 30- June-18 30- June-17 30- June-16 30-June-15 30-June-14

(Amount in BDT)

Revenue/Sales 3,564,589,658 3,530,213,554 3,517,402,447 3,351,217,043 3,295,758,322

YoY change in sales 0.96% 0.36% 4.72% 1.65% 23.19%

Other income 111,110,673 73,803,712 61,189,038 17,660,217 14,515,400

YoY change in other

income 37,306,961 12,614,674 43,672,357 3,001,281 803,980

Total Income 3,675,700,331 3,604,017,266 3,578,591,485 3,368,733,724 3,310,273,722

YoY change in total

income 1.95% 0.71% 5.86% 1.74% 23.11%

COGS 3,004,656,161 2,905,054,415 2,838,840,378 2,572,272,868 2,554,037,781

YoY change in COGS 3.31% 2.28% 9.39% 0.71% 24.73%

Finance Cost 197,030,518 215,772,404 274,893,215 283,588,579 256,646,339

YoY change in finance cost -9.51% -27.40% -3.16% 9.50% 3.03%

Depreciation 118,984,518 125,815,145 131,053,675 134,306,610 140,168,525

YoY change in Dep. -5.74% -4.16% -2.48% -4.36% -1.93%

Administrative Expenses 60,623,071 58,545,231 54,356,821 53,751,937 52,762,928

YoY change in

Administrative Expenses 3.43% 7.15% 1.11% -1.31% 23.73%

Selling &dist. expenses 10,482,836 12,176,784 17,841,320 15,516,681 32,842,099

Page | 145

Particulars 30- June-18 30- June-17 30- June-16 30-June-15 30-June-14

(Amount in BDT)

YoY change in selling &

dist. expenses -16.16% -46.52% 13.03% -111.66% 3.18%

Inventories 1,186,038,401 1,247,888,346 1,232,742,649 1,184,042,249 986,329,995

YoY Change in inventories -5.21% 1.21% 3.95% 16.70% 12.94%

Net profit before Tax 383,721,662 392,827,078 373,961,669 422,616,376 394,271,023

YoY change in NPBT -2.37% 4.80% -13.01% 6.71% 27.37%

Net profit after Tax 348,861,548 339,251,104 324,978,940 401,202,236 355,217,892

YoY change in NPAT 2.75% 4.21% -23.45% 11.46% 23.64%

Earnings per share (EPS)* 4.34 4.22 4.04 4.99 4.42

*Considering total number of outstanding shares of 80,370,000

Reason(s) of fluctuation: Reasons for Changes in revenues: There was no significant fluctuation in the revenue except 2013-2014 & 2015-2016. During the year 2013-2014 & 2015-2016, revenue has been increased because of capacity increased. Reasons for Changes in Other Income: The company has realized cash incentive from Bangladesh bank for the year 2017-2018, 2016-2017, and 2015-2016 more than 2014-2015 & 2013-2014. Reasons for Changes in total income: Fluctuation in the total income is the result of changes in the revenue and other income as narrated above.

Reasons for Changes in cost of goods sold: There was no significant fluctuation in the COGS except 2013-2014 & 2015-2016. During the year 2013-2014 & 2015-2016, production has been increased then the consumption of material also increased. Reasons for Changes in finance cost: During the year 2013-2014 & 2014-2015, finance cost has been increased due to higher interest rate on the other hand, for the year 2015-2016, 2016-2017 & 2017-2018 finance cost has been reduced due to lower interest rate and gradual settlement of term loan obligation. Reasons for Changes in depreciation and amortization expense: There was no significant fluctuation in the depreciation cost. Reasons for Changes in administrative expense: In the year 2013-2014 capacity has been increased than cost also increased and 2016-17 salary expenses has been increased. Reasons for Changes in selling and distribution expense: There was no significant fluctuation in the selling & distribution expenses except some favorable changes. Reasons for Changes in inventories: There were no significant changes in inventory except 2013-2014 & 2014-2015. During the year 2013-2014 & 2014-2015, due to high demand of buyer, inventory was more. Reasons for Changes in net profit before & after tax, EPS: There was no significant fluctuation in net profit except 2013-2014.As revenue has increased due to increase of production capacity, profit also increased accordingly. Moreover, the number of shares has also increased, which also impacted the EPS.

Page | 146

(d) Known trends demands, commitments, events or uncertainties that are likely to have an effect on the company’s business: There are no known trends, events and/or uncertainties that shall have a material impact on the Company’s future business except for those which are naturally beyond control of human being. The business operation of the Company may be affected by the following events:

• Decrease in demand for garments due to decrease in the global demand for readymade garments,

• Unusual increase in production cost

• Scarcity of raw materials

• Shortage in supply of gas

• Technological obsolescence

• Increased competition

• Govt. Policy change pertaining to this industry

• Political unrest

• Natural calamities etc. (e) Trends or expected fluctuations in liquidity: There are no trends or expected fluctuations in liquidity. (f) Off-balance sheet arrangements those have or likely to have a current or future effect on financial condition: There are no off-balance sheet arrangements those have or likely to have a current or future effect on financial condition.

Page | 147

SECTION: 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:

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

(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:

Sl. Name Position in ATL Involvement in other organization

Name of the Organization Types of business Position

1

Mr. Md. Shofiqul Islam

Chairman

Anwara Cold Storage Limited Cold Storage Chairman

Akin Feed Limited Feed Chairman

Aman Cotton Fibrous Limited Spinning Chairman

Aman Steel Mills Limited Steel Manufacturing Chairman

Aman Feed Limited Feed Business Managing Director

Anwara Poultry & Hatchery Limited Poultry Managing Director

Aman Heights Limited Real Estate Managing Director

Aman Hybrids Seeds Limited Pesticides Managing Director

Aman Cotton Fibrous Unit-2 Limited Spinning Director

Aman Cement Mills Limited Cement Director

Aman Tex Unit-2 Limited Textile Director

Anwara Mannan Textile Mills Limited Textile Director

Aman Seeds Storage Limited Storage Director

Aman Plant Tissue Culture Limited Tissue Culture Director

Aman Agro Industries Limited Agricultural Director

Milan Cold Storage Limited Cold Storage Director

Aman Cold Storage Limited Cold Storage Director

Sl. Name Father’s Name

Age Residential

Address Educational Qualification

Experi-ence

Position Period of

Nomination

Name of Nominated

Organization

1 Md. Rafiqul Islam

Alhaj Abdul Mannan

55 2 Ishakha Avenue, Sector-06, Uttara, Dhaka-1230

B.Sc. (Hons), M.Sc.

36 Managing Director

Up to AGM of 2019

N/A


Alhaj Abdul Mannan


B.A. 27 Chairman Up to AGM

of 2019 N/A


Alhaj Abdul Mannan

44


MBA 23 Director Up to AGM

of 2018 N/A

4 Md. Toriqul Islam

Md. Rafiqul Islam


B.Sc. - Major in Manufacturing

Engineering 08 Director

Up to AGM of 2018 N/A

5 Md. Iftikhar-Uz-Zaman

Md. Latifur Rahman

61 House # 2/2, Block-E, Flat-5B, Lalmatia, Dhaka

M.A (Masters) in Statistics

34 Independent

Director 16 February

2021 N/A

SL. Name Position Date of becoming Director

for the first time Date of Expiration of

Current Term of Office

1 Md. Rafiqul Islam Managing Director 22 August 2004 AGM of 2019

2 Md. Shofiqul Islam Chairman 22 August 2004 AGM of 2019

3 Md. Toufiqul Islam Director 22 August 2004 AGM of 2020

4 Md. Toriqul Islam Director 17 February 2018 AGM of 2020

5 Md. Iftikhar-Uz-Zaman Independent Director 17 February 2018 16 February 2021

Page | 148



A. M. Cold Storage Limited Cold Storage Director

Aman Poultry & Hatchery Limited Poultry Director

Aman Breeders Limited Poultry Director

Aman Jute Fibrous Limited Jute Director

Aman Packaging Limited Packaging Director

Aman Packaging & Accessories Limited Packaging & Accessories Director

Aman Shipyard Limited Shipyard Director

Aman Green Energy Limited Energy Director

Aman Economic Zone Limited Private Economic Zone Director

Aman Foods & Beverage Limited Foods & Beverage Director

Aman Foods Limited Foods & Beverage Director

Aman Associates Limited Trading Director

Juvenile Trade International Limited Trading Director

Juvenile Construction Construction Proprietor

2

Mr. Md. Rafiqul Islam

Managing Director

Aman Feed Limited Feed Chairman

Anwara Poultry & Hatchery Limited Poultry Chairman

Aman Economic Zone Limited Private Economic Zone Chairman

Aman Cotton Fibrous unit-2 Limited Spinning Managing Director

Aman Cotton Fibrous Limited Spinning Managing Director

Aman Cement Mills Limited Cement Managing Director

Aman Tex Unit-2 Limited Textile Managing Director

Anwara Mannan Textile Mills Limited Textile Managing Director

Aman Foods Limited Foods & Beverage Managing Director

Aman Seeds Storage Limited Strorage Managing Director

Aman Jute Fibrous Limited Jute Managing Director

Aman Cold Storage Limited Cold Storage Managing Director

Milan Cold Storage Limited Cold Storage Managing Director

A. M. Cold Storage Limited Cold Storage Managing Director

Aman Agro Industries Limited Agricultural Managing Director

Aman Plant Tissue Culture Limited Tissue Culture Managing Director

Aman Foods & Beverage Limited Foods & Beverage Managing Director

Aman Steel Mills Limited Steel Manufacturing Managing Director

Aman Packaging Limited Packaging Managing Director

Aman Packaging & Accessories Limited Packaging & Accessories Managing Director

Aman Shipyard Limited Shipyard Managing Director

Aman Green Energy Limited Energy Managing Director

Anwara Cold Storage Limited Cold Storage Managing Director

Aman Associates Limited Associates Managing Director

Akin Feed Limited Feed Managing Director

Aman Poultry & Hatchery Limited Poultry Director

Aman Breeders Limited Poultry Director

Aman Heights Limited Real Estate Director

Aman Hybrids Seeds Limited Pesticides Director

Juvenile Trade International Limited Trading Shareholder

Islam Brothers & Co. Trading Proprietor

Aman Trading Corporation Trading Proprietor

3 Mr. Md. Toufiqul Islam

Director

Aman Breeders Limited Poultry Managing Director

Juvenile Trade International Limited Trading Managing Director

Aman Economic Zone Limited Private Economic Zone Managing Director

Aman Cotton Fibrous Unit-2 Limited Spinning Director

Aman Feed Limited Feed Business Director

Aman Cement Mills Limited Cement Director

Aman Cotton Fibrous Limited Spinning Director

Aman Tex Unit-2 Limited Textile Director


Aman Seeds Storage Limited Storage Director

Aman Plant Tissue Culture Limited Tissue Culture Director

Aman Agro Industries Limited Agricultural Director

Milan Cold Storage Limited Cold Storage Director

Aman Cold Storage Limited Cold Storage Director

A.M. Cold Storage Limited Cold Storage Director

Aman Jute Fibrous Limited Jute Director

Aman Steel Mills Limited Steel Manufacturing Director

Aman Packaging Limited Packaging Director

Aman Packaging & Accessories Limited Packaging & Accessories Director

Page | 149



Aman Shipyard Limited Shipyard Director

Aman Heights Limited Real Estate Director

Aman Hybrids Seeds Limited Pesticides Director

Aman Green Energy Limited Energy Director

Akin Feed Limited Feed Director

Anwara Poultry & Hatchery Limited Poultry Director



Aman Associates Limited Trading Director

Anwara Cold Storage Limited Cold Storage Director

R S & T International Trading Proprietor

4 Mr. Md. Toriqul Islam

Director

Aman Cement Mills Unit-2 Limited Cement Managing Director

Aman Poultry & Hatchery Limited Poultry Managing Director

Aman Cotton Fibrous Limited Spinning Director

Aman Feed Limited Feed Director


A. M. Cold Storage Limited Cold Storage Director


Juvenile Trade International Limited Trading Director

Akin Feed Limited Feed Business Director


Aman Economic Zone Limited Private Economic Zone Director

Note: The Issuer has taken the permission from Ministry of Commerce regarding appointment of Managing Director in more than one Company as per Section 109 of The Companies Act, 1994.

(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 last three years then dividend payment history and market performance of that issuer:

Name of the Listed Company Name of the Directors

of the Issuer are Associated with

Dividend Payment History

2017-2018 2016-2017 2015-2016

Stock Dividend

Cash Dividend

Stock Dividend

Cash Dividend

Stock Dividend

Cash Dividend

Aman Feed Limited


10% 20% 10% 20% 10% 20% Mr. Md. Rafiqul Islam

Mr. Md. Toufiqul Islam

Mr. Md. Toriqul Islam

Aman Cotton Fibrous Limited*


- 10% - - - - Mr. Md. Rafiqul Islam



* The listing date of Aman Cotton Fibrous Limited is 03 May, 2018 Source: Dhaka Stock Exchange Limited

Market Performance (Aman Feed Limited):

Market Cap in BDT (As Mar 10, 2019): 6,056.582 (mn)

Current Price Earnings Ratio (P/E) Based on Audited EPS of 2018 (As Mar 10, 2019): 10.28

Basic EPS - Continuing Operations as per Audited Financial Statements of 2017-18: 4.63

NAV Per Share as per Audited Financial Statements of 2017-18: 33.68

Total Comprehensive Income for the year as per Audited Financial Statements of 2017-18: 537.37

Source: Dhaka Stock Exchange Limited

Market Performance (Aman Cotton Fibrous Limited):

Market Cap in BDT (As Mar 10, 2019): 4,033.333 (mn)

Current Price Earnings Ratio (P/E) Based on Audited EPS of 2018 (As Mar 10, 2019): 12.70

Basic EPS - Continuing Operations as per Audited Financial Statements of 2017-18: 3.22

NAV Per Share as per Audited Financial Statements of 2017-18: 42.33

Total Comprehensive Income for the year as per Audited Financial Statements of 2017-18: 257.29

Source: Dhaka Stock Exchange Limited

Page | 150

Other than the above-mentioned security, the directors of ATL are not associated with the securities market in any manner.

(e) Any family relationship (father, mother, spouse, brother, sister, son, daughter, spouse’s father, spouse’s mother, spouse’s brother, and spouse’ sister) among the directors and top five officers:

Family relationship among the Directors:

Sl. Name of Directors Relationship with Nature of Relationship


Md. Rafiqul Islam Brother

Md. Toufiqul Islam Brother

Md. Toriqul Islam Uncle

2 Md. Rafiqul Islam

Md. Shofiqul Islam Brother

Md. Toufiqul Islam Brother

Md. Toriqul Islam Father


Md. Shofiqul Islam Brother

Md. Rafiqul Islam Brother

Md. Toriqul Islam Uncle

4 Md. Toriqul Islam

Md. Shofiqul Islam Uncle Md. Rafiqul Islam Son Md. Toufiqul Islam Uncle

Family relationship among the Directors and top five officers:

There is no family relationship among any of the directors and any of the top five employees of the company except mentioned above.

(f) A very brief description of other businesses of the directors: The directors of the issuer have following other business:

Sl. Directors Name of Company Description of Business

1 (a) Mr. Md. Shofiqul Islam (b) Mr. Md. Rafiqul Islam (c) Mr. Md. Toufiqul Islam

Anwara Cold Storage Limited

Address of the Company 2 Ishakha Avenue, Sector-06, Uttara, Dhaka-1230.

Legal Status Private Limited Company

Date of Incorporation 18th May 2016

Operational status In Operation

Nature of business Cold Storage

Major Product or service Storage of Seeds

2

(a) Mr. Md. Shofiqul Islam (b) Mr. Md. Rafiqul Islam (c) Mr. Md. Toufiqul Islam (d) Mr. Md. Toriqul Islam

Akin Feed Limited



Date of Incorporation 18th April 2016

Operational status No Operation

Nature of business Feed Mills

Major Product or service Boiler Feed, Cattle Feed, Fish Feed etc.

4


Aman Cotton Fibrous Limited


Legal Status Public Limited Company

Date of Incorporation 28th December 2005


Nature of business Cotton Spinning

Major Product or service Carded, Combed & Semi-Combed ring spun grey yarn


Aman Steel Mills Limited

Address of the Company 9 Rajuk Avenue, Motijheel C/A, Dhaka-1000.


Date of Incorporation 11th September 2004


Nature of business Steel Mills

Major Product or service N/A

Page | 151

6


Aman Feed Limited



Date of Incorporation 07th February 2005

Operational status In operation

Nature of business Feed

Major Product or service Broiler Feed, Layer Feed, Fish Feed, Cattle Feed.


Anwara Poultry & Hatchery Limited





Nature of business Poultry & Hatchery

Major Product or service Poultry & Hatchery

8


Aman Heights Limited

Address of the Company 9 Rajuk Avenue, Ali Bhaban (5th Floor), Motijheel, Dhaka.




Nature of business Hotel & Tourism



Aman Hybrids Seeds Limited

Address of the Company 9 Rajuk Avenue, Ali Bhaban (5th Floor), Motijheel, Dhaka.




Nature of business Hybrid Seeds

Major Product or service Seeds


Aman Cotton Fibrous Unit-2 Limited



Date of Incorporation 3rd December 2012





Aman Cement Mills Limited



Date of Incorporation 18th November 1999


Nature of business Cement Mills

Major Product or service Cement


Aman Tex Unit-2 Limited





Nature of business Knit Composite

Major Product or service Ready Made Garments (Knit)

13





Date of Incorporation 10th January 2010




Page | 152


Aman Seeds Storage Limited

Address of the Company 12-13, Aminul Hardware Market, Rani Bazar, Rajshahi


Date of Incorporation 29th June 2011


Nature of business Seeds Storage

Major Product or service Seeds


Aman Plant Tissue Culture Limited

Address of the Company 115-116 Rani Bazar, Rajshahi




Nature of business Plant Tissue Culture & Seeds Storage

Major Product or service Plant Tissue Culture & Seeds Storage


Aman Agro Industries Limited






Major Product or service Seeds, Potato


Milan Cold Storage Limited



Date of Incorporation 06th November 1967





Aman Cold Storage Limited



Date of Incorporation 02nd January 1996




19


A. M. Cold Storage Limited







20 (a) Mr. Md. Shofiqul Islam (b) Mr. Md. Rafiqul Islam (c) Mr. Md. Toriqul Islam

Aman Poultry & Hatchery Limited





Nature of business Poultry & Hatchery

Major Product or service Poultry, Chicks, Egg







Nature of business Breeders & Hatchery

Major Product or service Poultry, Chicks, Egg


Aman Jute Fibrous Limited



Date of Incorporation 28th August 2002

Page | 153


Nature of business Jute Mills

Major Product or service Sack


Aman Packaging Limited



Date of Incorporation 09th January 2007


Nature of business Packaging Factory

Major Product or service Bag, Poly


Aman Packaging & Accessories Limited





Nature of business Packaging Factory

Major Product or service Bag, Poly


Aman Shipyard Limited





Nature of business Shipyard

Major Product or service Steamer, Lighter, Launch


Aman Green Energy Limited



Date of Incorporation 29th March 2016


Nature of business Energy


27


Aman Economic Zone Limited





Nature of business Various

Major Product or service Various

28


Aman Foods & Beverage Limited



Date of Incorporation 03rd May 2011


Nature of business Packing Foods

Major Product or service Packing Foods

29


Aman Foods Limited





Nature of business Packing Foods

Major Product or service Packing Foods


Aman Associates Limited



Date of Incorporation 09th October 2005


Nature of business Trading

Major Product or service Suger,Dal, Fertilizer, Whet etc.

Page | 154

31


Juvenile Trade International Limited



Date of Incorporation 02nd August 2005


Nature of business Trading

Major Product or service Suger,Dal, Fertilizer, Whet etc.


Aman Rotor Spinning Mills Limited




Operational status Not Operation

Nature of business Rotor Spinning

Major Product or service Rotor Spinning


Anwara Feed Limited





Nature of business Feed Mills

Major Product or service Boiler Feed, Cattle Feed, Fish Feed etc.

34 (a) Mr. Md. Shofiqul Islam (b) Mr. Md. Rafiqul Islam (c) Mr. Md. Toufiqul

North Bengal Flour Mills Limited





Nature of business Flour Mills

Major Product or service Flour

35 Mr. Md. Shofiqul Islam Juvenile Construction

Address of the Company Seriol, Ghoramara, Rajshahi, Bangladesh

Legal Status Proprietorship


Nature of business Import and Trading


36 Mr. Md. Rafiqul Islam Islam Brothers & Co.





Nature of business Import and Trading


37 Mr. Md. Rafiqul Islam Aman Trading Corporation



Date of Incorporation 12th August 2003


Nature of business Import and Export


38 Mr. Md. Toufiqul Islam R S & T International




Nature of business Import and Export


39 Mr. Md. Toriqul Islam Aman Cement Mills Unit-2

Limited





Nature of business Cement Mills

Major Product or service Cement

Page | 155

(g) Short Bio-Data of the Directors

Md. Rafiqul Islam Managing Director

Md. Rafiqul Islam, aged 55, Bangladeshi, was the founder Chairman of this Company. A visionary entrepreneur Mr. Islam is now the Managing Director of the Company. He did his Masters of Science with honors from the University of Rajshahi.

He has more than 36 years of business experience in diversified business areas. He started his business career in the year 1984 engaging him in a family business named Aman Trading Corporation. He became a successful businessman within a short span of time by dint of his sincerity, honesty and hard working. He has established a good number of companies operating in the field of agriculture, research, cement, garments, textile, dying, feed mills, poultry & hatchery project etc. Under his dynamic leadership, Aman Group could establish its position in the corporate arena with a short span of time. He has gradually built a good number of successful business houses now a big conglomerate under the banner of Aman Group which consists of more than 25 companies. Currently, he is the Chairman of Aman Feed Ltd., Aman Economic Zone Ltd. and Anwara Poultry & Hatchery Ltd. He is also the Managing Director of dozens of companies including Aman Tex Ltd., Aman Cement Mills Ltd., Aman Cold Storage Ltd., Milan Cold Storage Ltd., Aman Agro Industries Ltd., Aman Plant Tissue Culture Ltd., Aman Shipyard Ltd., Aman Green Energy Ltd., Akin Feed Ltd., Anwara Cold Storage Ltd., Aman Steel Mills Ltd., Aman Foods Ltd. Mr. Islam is the Director of Aman Poultry & Hatchery Ltd. and Aman Breeders Ltd. He is also the Proprietor of Islam Brothers & Co. and Aman Trading Corporation.

Md. Shofiqul Islam Chairman

Md. Shofiqul Islam, aged 53, Bangladeshi, is the Sponsor Director of the Company. He is a graduate of Arts. He started his business career in the year 1991 by joining in family business with a vision to contribute in the generation of employments for the rural mass of the country through establishment of potential industrial units in different disciplines.

He is the Chairman of Akin Feed Ltd., Anwara Cold Storage Ltd., Aman Steel Mills Ltd., also the Managing Director of Aman Feed Ltd., Anwara Poultry & Hatchery Ltd., Director of Aman Foods & Beverage Ltd., Aman Foods Ltd., Aman Tex Ltd., Aman Cement Mills Ltd., Aman Seeds Storage Ltd., Aman Poultry & Hatchery Ltd., Aman Cold Storage Ltd., Milan Cold Storage Ltd., Aman Agro Industries Ltd., A. M. Cold Storage Ltd., Aman Plant Tissue Culture Ltd., Aman Associates Ltd., Anwara Mannan Textile Mills Ltd., Aman Breeders Ltd., Aman Jute Fibrous Ltd., Aman Packaging & Accessories Ltd., Aman Cotton Fibrous Unit-2 Ltd., Aman Tex Unit-2 Ltd., Juvenile Trade International Ltd., Aman Packaging Ltd., Aman Shipyard Ltd., Aman Green Energy Ltd., Aman Economic Zone Ltd., and Proprietor of M/s Juvenile Construction.

Md. Toufiqul Islam Director

Md. Toufiqul Islam, aged 44, Bangladeshi, is the Sponsor Director of the Company. He is an MBA. He started his business career in the year 1996 by joining in family business with a vision to contribute in the generation of employments for the mass people of the rural areas of the country through establishment of potential industrial units in different disciplines.

He is also the Managing Director of Aman Breeders Ltd., Juvenile Trade International Ltd., Aman Economic Zone Ltd., Director of Aman Feed Ltd., Aman Tex Ltd., Aman Cement Mills Ltd., Aman Seeds Storage Ltd., Aman Cold Storage Ltd., Milan Cold Storage Ltd., Aman Agro Industries Ltd., A. M. Cold Storage Ltd., Aman Plant Tissue Culture Ltd., Aman Associates Ltd., Anwara Mannan Textile Mills Ltd., Aman Jute Fibrous Ltd., Aman Packaging & Accessories Ltd., Aman Cotton Fibrous Unit-2 Ltd., Aman Tex Unit-2 Ltd., Aman Foods & Beverage Ltd., Aman Packaging Ltd., Aman

Page | 156

Shipyard Ltd., Aman Green Energy Ltd., Akin Feed Ltd., Anwara Poultry & Hatchery Ltd., Anwara Cold Storage Ltd., Aman Steel Mills Ltd., Aman Foods Ltd., and Proprietor of M/s R S & T International. Md. Toriqul Islam Director Md Toriqul Islam, aged 27 years, is the Director of the Company. He is a graduate of Science major in Manufacturing Engineering. He has completed his graduation from a renowned University of Malaysia. He started his business career 8 years back. He is the Managing Director of Aman Cement Mills Unit-2 Ltd., Aman Poultry & Hatchery Ltd., and Director of Aman Feed Ltd., Anwara Mannan Textile Mills Ltd, A. M. Cold Storage Ltd., Juvenile Trade International Ltd., Aman Foods & Beverage Ltd., Akin Feed Ltd., Aman Economic Zone Ltd., Aman Foods Ltd. He has also experience in the line of administration, finance & accounts & human resource management. Mr. Md. Iftikhar-Uz-Zaman Independent Director Mr. Md. Iftikhar-uz-Zaman has joined in the Board of Directors of Aman Tex Limited as Independent Director. Mr. Md. Iftikhar-uz-Zaman, Ex-Managing Director of Investment Corporation of Bangladesh (ICB), was born and brought up in Rajshahi. He joined with ICB in October 1983 and during his 31 years career with ICB he was assigned in different important departments and served in different senior management positions. Mr. Md. Iftikhar-ur-Zaman was also the Deputy Managing Director of Janata Bank Limited. He has expertise in investment banking as well as in the capital market development. Mr. Iftikhar-uz-zaman completed his B.A. (Hon's) and M.A. (Masters) in Statistics from Rajshahi University. He was also the Chairman of Wata Chemicals Limited. (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.

Page | 157

(i) Name with position, educational qualification, age, date of joining in the company, overall experience (in year), previous employment, salary paid for the financial year of the Chief Executive Officer, Managing Director, Chief Financial Officer, Company Secretary, Advisers, Consultants and all Departmental Heads. If the Chairman, any director or any shareholder received any monthly salary than this information should also be included:

Name Position Educational Qualification

Age Date of

Joining in the Company

Overall Experience

(in year)

Previous Employment

Remuneration Paid During

2017-18 (BDT)

Mr. Md. Shofiqul Islam Chairman B.A. 53 22 August

2004 27 N/A -

Mr. Md. Rafiqul Islam Managing Director

B.Sc. (Hons), M.Sc.

55 22 August

2004 36 N/A 4,800,000

Mr. Naresh Paul Arora Executive Director

Bachelor of Technology (Textiles)

45 10 June 2017 25 Dird

Composite Textile Ltd.

2,400,000

Mr. Md. Golam Sorwar Mozomder


B.Com

(Hons),

M.Com, CA

(Inter)

44 10 January

2014 22

Sharmin Group

1,200,000

Mr. Mesbah Uddin Shipon

DGM- Knitting (Factory)

B. Com in

Commerce 43 03 July 2011 20

N.A.Z

Bangladesh

Ltd.

1,200,000

Ms. Saba Khan Manager, Fashion Design

Diploma in

Fashion

Design

33 13-August

2014 12

Zamco

Apparel 1,800,000

Mr. Mohammad Hanifur Rahman1

Head of HR MBA (HRM) 39 4 February

2016 14 Palmal Group -

Wali Ullah Head of Internal Audit

CMA in Study

Professional

Level-1

35

24

September

2009

11 Epyllion

Group 1,020,000

Mr. Shariful Islam2 Company Secretary

B.Com (Hons), M.Com (Accounting), CMA (Inter)

37 15 December

2014 12

The Dacca Dyeing &

Mfg. Co. Ltd. -

Chief Executive Officer N/A

Advisers N/A

Consultants N/A 1 & 2 The salary is paid by Aman Group.

It is mentionable that the company had no chief executive officer, advisors and consultant during the period. Except the Managing Director, no Chairman, director or shareholder received any monthly salary from the company. (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: There was no change in the key management persons during the last three except Chief Financial Officer, Company Secretary. There is no 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 filling the prospectus except Chief Financial Officer, Company Secretary. The said changes during last 3 (Three) years which are not high compare to the industry.

Page | 158

(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 of the Sponsors, Father’s Name, Age, Personal Address

Educational Qualification and Experience

Positions/Posts Other Ventures of Each Sponsor

Past Present

Name: Mr. Md. Rafiqul Islam Father’s name: Alhaj Abdul Mannan Age: 55 Years Personal Address: 2 Ishakha Avenue, Sector-06, Uttara, Dhaka-1230

Educational Qualification: B.Sc. (Hons), M.Sc. Experience: 36 Years

Sponsor Managing Director

Aman Feed Limited Anwara Poultry & Hatchery Limited Aman Economic Zone Limited Aman Cotton Fibrous unit-2 Limited Aman Cotton Fibrous Limited Aman Cement Mills Limited Aman Tex Unit-2 Limited

Anwara Mannan Textile Mills Limited Aman Foods Limited Aman Seeds Storage Limited Aman Jute Fibrous Limited Aman Cold Storage Limited Milan Cold Storage Limited A. M. Cold Storage Limited Aman Agro Industries Limited Aman Plant Tissue Culture Limited Aman Foods & Beverage Limited Aman Steel Mills Limited Aman Packaging Limited Aman Packaging & Accessories Limited Aman Shipyard Limited Aman Green Energy Limited Anwara Cold Storage Limited Aman Associates Limited Akin Feed Limited Aman Poultry & Hatchery Limited Aman Breeders Limited Aman Heights Limited Aman Hybrids Seeds Limited Juvenile Trade International Limited Islam Brothers & Co. Aman Trading Corporation

Name: Mr. Md. Shofiqul Islam Father’s name: Alhaj Abdul Mannan Age: 53 Years Personal Address: 2 Ishakha Avenue, Sector-06, Uttara, Dhaka-1230

Educational Qualification: B.A Experience: 27 Years

Sponsor Chairman

Anwara Cold Storage Limited Akin Feed Limited Aman Cotton Fibrous Limited Aman Steel Mills Limited Aman Feed Limited Anwara Poultry & Hatchery Limited Aman Heights Limited Aman Hybrids Seeds Limited Aman Cotton Fibrous Unit-2 Limited Aman Cement Mills Limited Aman Tex Unit-2 Limited Anwara Mannan Textile Mills Limited Aman Seeds Storage Limited Aman Plant Tissue Culture Limited Aman Agro Industries Limited Milan Cold Storage Limited Aman Cold Storage Limited A. M. Cold Storage Limited Aman Poultry & Hatchery Limited Aman Breeders Limited Aman Jute Fibrous Limited Aman Packaging Limited Aman Packaging & Accessories Limited Aman Shipyard Limited Aman Green Energy Limited Aman Economic Zone Limited Aman Foods & Beverage Limited Aman Foods Limited Aman Associates Limited Juvenile Trade International Limited Juvenile Construction

Page | 159

Name of the Sponsors, Father’s Name, Age, Personal Address

Educational Qualification and Experience

Positions/Posts Other Ventures of Each Sponsor

Past Present

Name: Mr. Md. Toufiqul Islam Father’s name: Alhaj Abdul Mannan Age: 44 Years Personal Address: 2 Ishakha Avenue, Sector-06, Uttara, Dhaka-1230

Educational Qualification: MBA Experience: 23 Years

Sponsor Director

Aman Breeders Limited Juvenile Trade International Limited Aman Economic Zone Limited Aman Cotton Fibrous Unit-2 Limited Aman Feed Limited Aman Cement Mills Limited Aman Cotton Fibrous Limited Aman Tex Unit-2 Limited Anwara Mannan Textile Mills Limited Aman Seeds Storage Limited Aman Plant Tissue Culture Limited Aman Agro Industries Limited Milan Cold Storage Limited Aman Cold Storage Limited A.M. Cold Storage Limited Aman Jute Fibrous Limited Aman Steel Mills Limited Aman Packaging Limited Aman Packaging & Accessories Limited Aman Shipyard Limited Aman Heights Limited Aman Hybrids Seeds Limited Aman Green Energy Limited Akin Feed Limited Anwara Poultry & Hatchery Limited Aman Foods & Beverage Limited Aman Foods Limited Aman Associates Limited Anwara Cold Storage Limited R S & T International

(l) If the present directors are not the sponsors and control of the issuer was acquired within five years immediately preceding the date of filing prospectus details regarding the acquisition of control, date of acquisition, terms of acquisition, consideration paid for such acquisition etc.:

Name of Directors Acquisition of Control Date of Acquisition Terms of Acquisition Consideration Paid

for Such Acquisition

Mr. Md. Toriqul Islam Shares acquired via fresh issuance of shares.

30 April 2016 N/A Cash

Except the above all other directors are sponsor shareholders.

(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:

The sponsors/directors of the Company have experienced in the proposed line of business.

(n) Interest of the key management persons:

There is no other interest with the key management except the followings:

Sl. Name of key management

persons Designation

Nature of Transaction

2017-18

1 Mr. Md. Rafiqul Islam Managing Director Board meeting fees 20,000

Remuneration 4,800,000

2 Mr. Naresh Paul Arora Executive Director Remuneration 5,072,520

3 Mr. Md. Golam Sorwar Mozomder Chief Financial officer Remuneration 1,200,000

4 Ms. Saba Khan Manager, Fashion Design Remuneration 1,800,000

5 Mr. Mesbah Uddin Shipon Deputy General Manager-Knitting Remuneration 1,200,000

Page | 160

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

Sl. Name of Director Nature of interest in the

transaction

Amount of transaction

2017-18 2016-17 2015-16 2014-15 2013-14

1 Mr. Md. Shofiqul Islam Chairman

Board attendance fee 20,000 20,000 20,000 20,000 20,000 Remuneration - - - - -

2 Mr. Md. Rafiqul Islam Managing Director

Board attendance fee 20,000 20,000 20,000 20,000 20,000 Remuneration 4,800,000 4,800,000 4,800,000 4,800,000 4,800,000

3 Mr. Md. Toufiqul Islam Director

Board attendance fee 20,000 20,000 20,000 20,000 20,000 Remuneration - - - - -


Director

Board attendance fee 10,000 - - - -

Remuneration - - - - -

5 Mr. Md. Iftikhar-Uz-Zaman Independent Director



Note: There is no pecuniary interest or facilities enjoyed by directors except stated above. (p) Number of shares held and percentage of shareholding (pre-issue):

SL. No. Name of the Shareholders No. of Share Shareholding Percentage at present (%)

1 Mr. Md. Shofiqul Islam 12,872,500 16.02%

2 Mr. Md. Rafiqul Islam 32,600,000 40.56%

3 Mr. Md. Toufiqul Islam 14,250,000 17.73%

4 Mr. Md. Toriqul Islam 1,885,000 2.35%

Total 61,607,500 76.66%

(q) Change in Board of Directors during last three years:

Name 2018 2017 2016

Mr. Md. Shofiqul Islam Chairman

Existing Existing Existing



Mr. Md. Toufiqul Islam Director



Director Existing Newly Appointed -

Mr. Md. Iftikhar-Uz-Zaman Independent Director

Existing Newly Appointed -

(r) Director’s engagement with similar business:

Sl. Name of the Director Engagement with similar business

Name of the Company Nature of Engagement

1 Mr. Md. Shofiqul Islam

Aman Tex Unit-2 Limited

Chairman



Page | 161

SECTION: IX CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (a) 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: -

(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.


This is to certify that the Financial Statements of the Aman Tex 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:

SL. No.

Related parties Relationship Nature of

Transaction

2017-2018 2016-17 2015-16 2014-15 2013-14

Value of Transaction during the

Year

Balance at the end of the

Year Receivable/

(Payable)


Year


Year Receivable/

(Payable)


Year


Year Receivable/

(Payable)


Year


Year Receivable/

(Payable)


Year

Balance at the end of the Year

Receivable/ (Payable)

Amount in BDT

1 Md. Rafiqul Islam

Managing Director

Board Meeting Fee

20,000 - 20,000 (20,000) 20,000 (20,000) 20,000 (20,000) 20,000 (20,000)

Remuneration 4,800,000 (18,290,000) 4,800,000 (16,000,000) 4,800,000 (14,400,000) 4,800,000 (9,600,000) 4,800,000 (4,800,000)


Chairman Board Meeting

Fee 20,000 - 20,000 (20,000) 20,000 (20,000) 20,000 (20,000) 20,000 (20,000)


Director Board Meeting

Fee 20,000 - 20,000 (20,000) 20,000 (20,000) 20,000 (20,000) - -

4 Md. Toriqul Islam


Fee 10,000 - - - - - - - -

5 Aman Cotton Fibrous Ltd.

Common Directorship

Purchase of Raw Materials

239,513,055 (129,275,972) 282,522,224 (62,298,006) 250,303,533 (29,798,045) 308,187,012 (12,628,248) - -

6 Anwara Mannan textile Mills Ltd.

Common Directorship


686,812,386 (92,666,321) 551,407,673 (192,097,365) 685,964,327 (185,356,550) 655,195,466 (111,378,684) 674,467,425 (18,669,797)

Place: Dhaka Date: 20 September 2017



Page | 162

(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 were 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 company or associate concerns, or who was a director or connected in any way with a director at any time during the last three years prior to the issuance of the prospectus except mentioned in the above table. (Page # 161) (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: There were no loans either taken or given from or to any director or any person connected with the director. And also, there were no loan which has been taken from any such person who did not have any stake in the issuer, its holding company or its associate concerns. And there were no inter-company loan transactions with its group companies.

Page | 163

SECTION: 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: The total amount of remuneration/salary/perquisites paid to the top five salaried officers of the issuer in the last accounting year is as follows:


Sl. No. Name Designation Remuneration Paid During 2017-18

(BDT)

1 Mr. Md. Rafiqul Islam Managing Director 4,800,000

2 Mr. Naresh Paul Arora Executive Director 2,400,000

3 Mr. Md. Golam Sorwar Mozomder Chief Financial officer 1,200,000

4 Ms. Saba Khan Manager, Fashion Design 1,800,000

5 Mr. Mesbah Uddin Shipon General Manager- Production 1,200,000

Total 11,400,000

(b) Aggregate amount paid to all directors and officers as a group during the last accounting year:


Sl. No. Particulars Nature of Payment 2017-18

(BDT)

1 Directors Board meeting Fee 80,000

2 Directors Remuneration 4,800,000

Sub Total 4,880,000

3 Officers & Executives Salary, Bonus & other Allowances 41,715,018

Table Total 46,595,018

(c) If any shareholder director received any monthly salary/perquisite/benefit it must be mentioned along with date of approval in AGM/EGM, terms thereof and payments made during the last accounting year:

Name of Directors Mode of benefits Paid During 2017-18

(BDT) Date of Approval in AGM


Remuneration 4,800,000 9th AGM held on 25th

November 2013

Other than the above-mentioned director there are no such directors receiving any monthly salary/perquisite/benefit during the year.

(d) The board meeting attendance fees received by the director including the managing director along with date of approval in AGM/EGM:

Sl. Name of Director Date of Approval in AGM Board Meeting Attendance Fees

During 2017-18 (BDT)

1 Mr. Md. Shofiqul Islam Chairman

9th AGM held on 25th November 2013 20,000





4 Mr. Md. Toriqul Islam Director


5 Mr. Md. Iftikhar-Uz-Zaman Independent Director


Page | 164

(e) Any contract with any director or officer providing for the payment of future compensation The Company has no contract with any Director or Officer for providing the payment of future compensation.

(f) If the issuer intends to substantially increase the remuneration paid to its directors and officers in the current year, appropriate information regarding thereto:

Issuer has no such intends to substantially increase in the pay structure of the directors and officers in the current year. However, the company provides annual increment to the employees considering company’s profitability, its business growth potential, rate of inflation, and performance of the individuals.

(g) Any other benefit/facility provided to the above persons during the last accounting year: No directors and officers of the Company received any other benefit/facility in the last accounting year except which is disclosed above.

Page | 165

SECTION: XI OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES

The Company has not offered any option for issue of shares to any of the officers, directors and employees, or to any outsiders.

SECTION: XII TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE MEMORANDUM (a) The names of the directors and subscribers to the memorandum, the nature and amount of anything of value received or to be received by the issuer from the above persons, or by the said persons, directly or indirectly, from the issuer during the last five years along with the description of assets, services or other consideration received or to be received: The Directors and Subscribers to the Memorandum have not received any benefit except remuneration received by the directors, directly or indirectly during the last five years, details of which are given below. The issuer has not received or to be received any assets, services or other consideration from its Directors and Subscribers to the Memorandum except fund against allotment of shares.

Sl. Name of Director Nature of interest in

the transaction Amount of transaction

2017-18 2016-17 2015-16 2014-15 2013-14

1

Mr. Md. Shoiqul

Islam

Chairman

Board attendance fee 20,000 20,000 20,000 20,000 20,000


Dividend (No. of Shares) 10,587,500 - - - -

2 Mr. Md. Rofiqul Islam

Managing Director


Remuneration 4,800,000 4,800,000 4,800,000 4,800,000 4,800,000


3

Mr. Md. Toufiqul

Islam

Director





Director



Dividend (No. of Shares) 275,000 - - - -

5

Mr. Md. Iftikhar-Uz-

Zaman




(b) If any assets were acquired or to be acquired within next two financial years from the aforesaid persons, the amount paid for such assets and the method used to determine the price shall be mentioned in the prospectus, and if the assets were acquired by the said persons within five years prior to transfer those to the issuer, the acquisition cost thereof paid by them: No assets have been acquired or to be acquired from the Directors and Subscribers to the Memorandum within last five years.

Page | 166

SECTION: XIII OWNERSHIP OF THE COMPANY’S SECURITIES

(a) The names, addresses of all shareholders of the company before IPO, indicating the amount of securities owned and the percentage of the securities represented by such ownership, in tabular form: The shareholding position of the Company as on the Prospectus publication date is as under:

SL. No. Name of Shareholders Address Status No. of Share

% of shareholding

before IPO

BO Account

No.

1. Md. Rafiqul Islam 2 Ishakha Avenue, Sector-06, Uttara, Dhaka-1230

Managing Director

32,600,000 40.56% 12018300 58881440

2. Md. Shofiqul Islam 2 Ishakha Avenue, Sector-06, Uttara, Dhaka-1230

Chairman 12,872,500 16.02% 12018300 58881483

3. Md. Toufiqul Islam 2 Ishakha Avenue, Sector-06, Uttara, Dhaka-1230

Director 14,250,000 17.73% 12018300 58881467

4. Md. Toriqul Islam 2 Ishakha Avenue, Sector-06, Uttara, Dhaka-1230

Director 1,885,000 2.35% 12018300 58881491

5. Ms. Mukta Islam 2 Ishakha Avenue, Sector-06, Uttara, Dhaka-1230

Shareholder 120,000

4.25% 12018300 61494073 3,300,000

6. Mrs. Sazeda Islam 2 Ishakha Avenue, Sector-06, Uttara, Dhaka-1230

Shareholder 142,500 0.18% 12018300 61494065

7 Aman Breeders Ltd. Ali Bahban (5th Floor), 9 Rajuk Avenue, Motijheel C/A, Dhaka-1000.

Shareholder 3,800,000 4.73% 12055900 66492121

8 Aman Poultry & Hatchery Ltd.

Ishakha Avenue, Sector-06, Uttara, Dhaka-1230

Shareholder 11,400,000 14.18% 12055900 66491820

Total 80,370,000 100.00%

(b) 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:

Name, Address, Age, Experience

BO ID Number

TIN NO. Numbers of Shares Held

Including Percentage Position Held in Other Companies

Md. Rafiqul Islam Address: 2 Ishakha Avenue, Sector-06, Uttara, Dhaka-1230 Age: 55 Years Experience: 36 Years

12018300 58881440

151899596142 Number of Share Held: 32,600,000 Percentage: 40.56%

Aman Feed Limited Chairman


Chairman

Aman Economic Zone Limited Chairman

Aman Cotton Fibrous unit-2 Limited

Managing Director

Aman Cotton Fibrous Limited Managing Director

Aman Cement Mills Limited Managing Director

Aman Tex Unit-2 Limited Managing Director


Managing Director

Aman Foods Limited Managing Director

Aman Seeds Storage Limited Managing Director

Aman Jute Fibrous Limited Managing Director

Aman Cold Storage Limited Managing Director

Milan Cold Storage Limited Managing Director

A. M. Cold Storage Limited Managing Director

Aman Agro Industries Limited Managing Director


Managing Director


Managing Director

Aman Steel Mills Limited Managing Director

Aman Packaging Limited Managing Director

Page | 167


BO ID Number




Managing Director

Aman Shipyard Limited Managing Director

Aman Green Energy Limited Managing Director

Anwara Cold Storage Limited Managing Director

Aman Associates Limited Managing Director

Akin Feed Limited Managing Director


Director

Aman Breeders Limited Director

Aman Heights Limited Director

Aman Hybrids Seeds Limited Director


Shareholder

Islam Brothers & Co. Proprietor

Aman Trading Corporation Proprietor

Md. Shofiqul Islam Address: 2 Ishakha Avenue, Sector-06, Uttara, Dhaka-1230 Age: 53 Years Experience: 27 Years

12018300 58881483


Anwara Cold Storage Limited Chairman

Akin Feed Limited Chairman

Aman Cotton Fibrous Limited Chairman

Aman Steel Mills Limited Chairman

Aman Feed Limited Managing Director


Managing Director

Aman Heights Limited Managing Director

Aman Hybrids Seeds Limited Managing Director


Director

Aman Cement Mills Limited Director

Aman Tex Unit-2 Limited Director


Director

Aman Seeds Storage Limited Director


Director

Aman Agro Industries Limited Director

Milan Cold Storage Limited Director

Aman Cold Storage Limited Director

A. M. Cold Storage Limited Director


Director

Aman Breeders Limited Director

Aman Jute Fibrous Limited Director

Aman Packaging Limited Director


Director

Aman Shipyard Limited Director

Aman Green Energy Limited Director

Aman Economic Zone Limited Director


Director

Aman Foods Limited Director

Aman Associates Limited Director


Director

Juvenile Construction Proprietor

Md. Toufiqul Islam Address: 2 Ishakha Avenue, Sector-06, Uttara, Dhaka-1230 Age: 44 Years Experience: 23 Years

12018300 58881467


Aman Breeders Limited Managing Director


Managing Director

Aman Economic Zone Limited Managing Director


Director

Aman Feed Limited Director

Aman Cement Mills Limited Director

Aman Cotton Fibrous Limited Director

Page | 168


BO ID Number



Aman Tex Unit-2 Limited Director


Director

Aman Seeds Storage Limited Director


Director

Aman Agro Industries Limited Director

Milan Cold Storage Limited Director

Aman Cold Storage Limited Director

A.M. Cold Storage Limited Director

Aman Jute Fibrous Limited Director

Aman Steel Mills Limited Director

Aman Packaging Limited Director


Director

Aman Shipyard Limited Director

Aman Heights Limited Director

Aman Hybrids Seeds Limited Director

Aman Green Energy Limited Director

Akin Feed Limited Director


Director


Director


Aman Associates Limited Director

Anwara Cold Storage Limited Director

R S & T International Proprietor

Md. Toriqul Islam Address: 2 Ishakha Avenue, Sector-06, Uttara, Dhaka-1230 Age: 26 Years Experience: 8 Years

12018300 58881491


Aman Cement Mills Unit-2 Limited

Managing Director


Managing Director

Aman Cotton Fibrous Limited Director

Aman Feed Limited Director


Director

A. M. Cold Storage Limited Director


Director


Director

Akin Feed Limited Director


Aman Economic Zone Limited

Director

Md. Iftikhar-Uz-Zaman Address: House-2/2, Block-E, Flat-5B, Lalmatia, Dhaka Age: 61 Years Experience: 34 Years

N/A 197538246502 Number of Share Held: Nil Percentage: Nil

- -

Note: The Issuer has taken the permission from Ministry of Commerce regarding appointment of Managing Director in more than one Company as per Section 109 of The Companies Act, 1994.

Page | 169

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

THE AVERAGE COST OF ACQUISITION OF EQUITY SHARES BY THE DIRECTORS


This is to certify that all the shares of Aman Tex limited have been allotted at 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

No. of Share Holder

Consideration

Face value

of Share (Tk.)

Issue Price (Tk.)

Md. Rafiqul Islam

Md. Shofiqul

Islam

Md. Toufiqul

Islam

Md. Toriqul Islam

22-Aug-04 By Subscription

to the MoA 800,000 400,000 400,000 - Cash 10 10

19-Sep-05 By Transfer 200,000 100,000 100,000 - Cash 10 10

12-Nov-13 By Transfer - (120,000) - - Cash 10 10

30-Apr-16 By Allotment

(Cash) - 5,000 - 10,000 Cash 10 50

3-Dec-17 By Allotment

(Bonus) 27,500,000 10,587,500 13,750,000 275,000

Other than

Cash 10 10

22-Apr-18 By Transfer 4,100,000 1,900,000 - 1,600,000 Cash 10 10

Total: 32,600,000 12,872,500 14,250,000 1,885,000

Place: Dhaka Sd/-

Date: 20 September, 2018 MAHFEL HUQ & CO.


Page | 170

(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: Mr. Md. Rafiqul Islam

Date of Allotment/Transfer of

fully paid-up shares Consideration

Nature of issue

No of Equity shares

Face value

Issue Price/

Acquisition Price/

Transfer Prices

Cumulative no. of Equity shares

% pre- issue paid up

capital

% Post issue paid up

capital

Sources of fund

22-Aug-04 (Subscription to the

MoA) Cash

Ordinary Shares

800,000 10 10 800,000

40.56% [•] Own

Sources

19-Sep-05 Cash Ordinary Shares

200,000 10 10 1,000,000

12-Nov-13 Cash Ordinary Shares

- 10 10 1,000,000

30-Apr-16 Cash Ordinary Shares

- 10 50 1,000,000

3-Dec-17 Other than

Cash Bonus Shares

27,500,000 10 10 28,500,000


4,100,000 10 10 32,600,000

Mr. Md. Tipu Sultan



Nature of issue

No of Equity shares

Face value

Issue Price/

Acquisition Price/

Transfer Prices



capital


capital

Sources of fund


MoA) Cash

Ordinary Shares

400,000 10 10 400,000

0.00% [•] Own

Sources


(400,000) 10 10 -


- 10 10


- 10 10

3-Dec-17 Other than

Cash Bonus Shares

- 10 10




Nature of issue

No of Equity shares

Face value

Issue Price/

Acquisition Price/

Transfer Prices



capital


capital

Sources of fund


MoA) Cash

Ordinary Shares

400,000 10 10 400,000

16.02% [•]

Own Sources


100,000 10 10 500,000


(120,000) 10 10 380,000


5,000 10 50 385,000

Page | 171



Nature of issue

No of Equity shares

Face value

Issue Price/

Acquisition Price/

Transfer Prices



capital


capital

Sources of fund

3-Dec-17 Other than

Cash Bonus Shares

10,587,500 10 10 10,972,500


1,900,000 10 10 12,872,500




Nature of issue

No of Equity shares

Face value

Issue Price/

Acquisition Price/

Transfer Prices



capital


capital

Sources of fund


MoA) Cash

Ordinary Shares

400,000 10 10 400,000

17.73% [•] Own

Sources


100,000 10 10 500,000


- 10 10 500,000


- 10 50 500,000

3-Dec-17 Other than

Cash Bonus Shares

13,750,000 10 10 14,250,000




Nature of issue

No of Equity shares

Face value

Issue Price/

Acquisition Price/

Transfer Prices



capital


capital

Sources of fund


MoA) Cash

Ordinary Shares

- 10 10 -

2.35% [•] Own

Sources


- 10 10 -


- 10 10 -


10,000 10 50 10,000

3-Dec-17 Other than

Cash Bonus Shares

275,000 10 10 285,000


1,600,000 10 10 1,885,000

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

The above-mentioned required information will be furnished after determination of the cut-off price.

Page | 172

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

Date of Allotment/

Transfer

Md. Rafiqul Islam

Md. Tipu Sultan

Md. Shofiqul

Islam

Md. Toufiqul

Islam

Md. Toriqul Islam

Ms. Mukta Islam

Mrs. Sazeda Islam

Aman Breeders

Ltd.

Aman Poultry & Hatchery

Ltd.

22-Aug-04 (Subscription to the MoA)

800,000 400,000 400,000 400,000 - - - - -

19-Sep-05 200,000 (400,000) 100,000 100,000 - - - - -

12-Nov-13 - - (120,000) - - 120,000 - - -

30-Apr-16 - - 5,000 - 10,000 - 5,000 400,000 400,000

3-Dec-17 27,500,000 - 10,587,500 13,750,000 275,000 3,300,000 137,500 11,000,000 11,000,000

22-Apr-18 4,100,000 - 1,900,000 - 1,600,000 - - (7,600,000) -

Page | 173

SECTION: 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 GUIDELINES OF BANGLADESH SECURITIES AND EXCHANGE COMMISSION The Company declare that it is in compliance with the requirements of the applicable regulations of Corporate Governance Guidelines of Bangladesh Securities and Exchange Commission in respect of corporate governance including constitution of the Board and committees thereof.

Sd/- Md. Rafiqul Islam Managing Director (b) A compliance report of Corporate Governance requirements certified by competent authority:

REPORT TO THE SHAREHOLDERS OF AMAN TEX LIMITED ON

COMPLIANCE ON THE CORPORATE GOVERNANCE CODE

We have examined the compliance status to the Corporate Governance Code by Aman Tex Limited for the year ended on 30 June 2018. This Code relates to the Notification No. SEC/CMRRCD/2006-158/207/Admin/80, dated 03 June 2018 of the Bangladesh Securities and Exchange Commission.

Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of the Corporate Governance Code.

This is a scrutiny and verification and an independent audit on compliance of the conditions of the Corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Corporate Governance Code.

We state that we have obtained all the information and explanations, which we have required, and after due scrutiny and verification thereof, we report that, in our opinion:

(a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the abovementioned 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 company as required under the Companies Act, 1994, the securities laws and other relevant laws; and

(d) The Governance of the company is satisfactory.

Date: Dhaka, 12 September 2018

Sd/- For Ata Khan & Co.

Chartered Accountants Maqbul Ahmed,FCA

Managing Partner

Page | 174

ATA KHAN & CO. Chartered Accountants

AMAN TEX LIMITED

COMPLIANCE REPORT ON CORPORATE GOVERNANCE CODE

Status of compliance with the conditions imposed by the Commission’s Notification No. SEC/CMRRCD/2006-158/207/Admin/80, dated 3 June 2018 issued under section 2CC of the Securities and Exchange Ordinance, 1969:

Condition No.

Title

Compliance Status

Remarks (if any)

Comp- lied

Not Comp-

lied

1. Board of Directors: -

1 (1) Size of the Board of Directors The total number of members of a company’s Board of Directors (hereinafter referred to as “Board”) shall not be less than 5 (five) and more than 20 (twenty).

√

The Aman Tex Limited Board is comprised of 05 (Five) Directors.

1 (2) Independent Directors All companies shall have effective representation of independent directors on their Boards, so that the Board, as a group, includes core competencies considered relevant in the context of each company; for this purpose, the companies shall comply with the following: -

1 (2) (a) At least one-fifth (1/5) of the total number of directors in the company’s Board shall be independent directors; any fraction shall be considered to the next integer or whole number for calculating number of independent director(s);

√

The number of independent director of the company is 01 (One)

1 (2) (b) For the purpose of this clause “independent director” means a director-

1 (2) (b) (i) who either does not hold any share in the company or holds less than one percent (1%) shares of the total paid-up shares of the company;

√

1 (2) (b) (ii) who is not a sponsor of the company or is not connected with the company’s any sponsor or director or nominated director or shareholder of the company or any of its associates, sister concerns, subsidiaries and parents or holding entities who holds one percent (1%) or more shares of the total paid-up shares of the company on the basis of family relationship and his or her family members also shall not hold above mentioned shares in the company: Provided that spouse, son, daughter, father, mother, brother, sister, son-in-law and daughter-in-law shall be considered as family members;

√

Page | 175


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 stock exchange or an intermediary of the capital market

√

1 (2) (b) (vii) who is not a partner or an executive or was not a partner or an executive during the preceding 3 (three) years of the concerned company’s statutory audit firm or audit firm engaged in internal audit services or audit firm conducting special audit or professional certifying compliance of this Code;

√

1 (2) (b) (viii) who is not independent director in more than 5 (five) listed companies;

√

1 (2) (b) (ix) who has not been convicted by a court of competent jurisdiction as a defaulter in payment of any loan or any advance to a bank or a Non-Bank Financial Institution (NBFI); and

√

1 (2) (b) (x) who has not been convicted for a criminal offence involving moral turpitude;

√

1 (2) (c) The independent director(s) shall be appointed by the Board and approved by the shareholders in the Annual General Meeting (AGM);

√

1 (2) (d) The post of independent director(s) cannot remain vacant for more than 90 (ninety)days; and

√

1 (2) (e) The tenure of office of an independent director shall be for a period of 3 (three)years, which may be extended for 1 (one) tenure only: Provided that a former independent director may be considered for reappointment for another tenure after a time gap of one tenure, i.e., three years from his or her completion of consecutive two tenures [i.e. six years]: Provided further that the independent director shall not be subject to retirement by rotation as per the

, 1994 (1994 18bs )

Companies Act, 1994).

√

1 (3) Qualification of Independent Director.-

1 (3) (a) Independent director shall be a knowledgeable individual with integrity who is able to ensure compliance with financial laws, regulatory requirements and corporate laws and can make meaningful contribution to the business;

√

Page | 176


1 (3) (b) Independent director shall have 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

√

1 (3) (b) (ii) Corporate Leader who is or was a top level executive not lower than Chief Executive Officer or Managing Director or Deputy Managing Director or Chief Financial Officer or Head of Finance or Accounts or Company Secretary or Head of Internal Audit and Compliance or Head of Legal Service or a candidate with equivalent position of an unlisted company having minimum paid up capital of Tk. 100.00 million or of a listed company; or

√

1 (3) (b) (iii) Former official of government or statutory or autonomous or regulatory body in the position not below 5th Grade of the national pay scale, who has at least educational background of bachelor degree in economics or commerce or business or law; or

√

1 (3) (b) (iv) University Teacher who has educational background in Economics or Commerce or Business Studies or Law; or

√

1 (3) (b) (v) Professional who is or was an advocate practicing at least in the High Court Division of Bangladesh Supreme Court or a Chartered Accountant or Cost and Management Accountant or Chartered Financial Analyst or Chartered Certified Accountant or Certified Public Accountant or Chartered Management Accountant or Chartered Secretary or equivalent qualification;

√

1 (3) (c) The independent director shall have at least 10 (ten) years of experiences in any field mentioned in clause (b);

√

1 (3) (d) In special cases, the above qualifications or experiences may be relaxed subject to prior approval of the Commission.

- - No such

special case arose.

1 (4) Duality of Chairperson of the Board of Directors and Managing Director or Chief Executive Officer.-

1 (4) (a) The positions of the Chairperson of the Board and the Managing Director (MD) and/or Chief Executive Officer (CEO) of the company shall be filled by different individuals;

√

1 (4) (b) The Managing Director (MD) and/or Chief Executive Officer (CEO) of a listed company shall not hold the same position in another listed company;

√

1 (4) (c) The Chairperson of the Board shall be elected from among the non-executive directors of the company;

√

Page | 177


1 (4) (d) The Board shall clearly define 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, threat to sustainability and negative impact on environment, if any;

√

1 (5) (iv) A discussion on Cost of Goods sold, Gross Profit Margin and Net Profit Margin, where applicable;

√

1 (5) (v) A discussion on continuity of any extraordinary activities and their implications (gain or loss);

- - N/A

1 (5) (vi) A detailed discussion on related party transactions along with a statement showing amount, nature of related party, nature of transactions and basis of transactions of all related party transactions

√

1 (5) (vii) A statement of utilization of proceeds raised through public issues, rights issues and/or any other instruments

- - N/A

1 (5) (viii) An explanation if the financial results deteriorate after the company goes for Initial Public Offering (IPO), Repeat Public Offering (RPO), Rights Share Offer, Direct Listing, etc.;

- - N/A

1 (5) (ix) An explanation on any significant variance that occurs between Quarterly Financial performances and Annual Financial Statements;

- - N/A

1 (5) (x) A statement of remuneration paid to the directors including independent directors;

- - N/A

1 (5) (xi) A statement that the financial statements prepared by the management of the issuer company present fairly its state of affairs, the result of its operations, cash flows and changes in equity;

√

1 (5) (xii) A statement that proper books of account of the issuer company have been maintained

√

1 (5) (xiii) A statement that appropriate accounting policies have been consistently applied in preparation of the financial statements and that the accounting estimates are based on reasonable and prudent judgment

√

Page | 178


1 (5) (xiv) A statement that International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS), as applicable in Bangladesh, have been followed in preparation of the financial statements and any departure there from has been adequately disclosed;

√

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;

√

1 (5) (xix) A statement where key operating and financial data of at least preceding 5 (five) years shall be summarized;

√

1 (5) (xx) An explanation on the reasons if the issuer company has not declared dividend (cash or stock) for the year;

√

Due to business expansion dividend has not been declared

1 (5) (xxi) Board’s statement to the effect that no bonus share or stock dividend has been or shall be declared as interim dividend;

√

1 (5) (xxii) The total number of Board meetings held during the year and attendance by each director;

√

1 (5)(xxiii) A report on the pattern of shareholding disclosing the aggregate number of shares (along with name-wise details where stated below) held by:-

1 (5)(xxiii) (a) Parent or Subsidiary or Associated Companies and other related parties (name-wise details);

- - 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)

√

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1 (5) (xxiii)(c) Executives; and - - N/A

1 (5) (xxiii)(d) Shareholders holding ten percent (10%) or more voting interest in the company (name-wise details);

√

1(5)(xxiv) In case of the appointment or reappointment of a director, a disclosure on the following information to the shareholders:-

1(5)(xxiv)(a) a brief resume of the director √

1(5)(xxiv)(b) nature of his or her expertise in specific functional areas; and

√

1(5)(xxiv)(c) names of companies in which the person also holds the directorship and the membership of committees of the Board;

√

1(5)(xxv) A Management’s Discussion and Analysis signed by CEO or MD presenting detailed analysis of the company’s position and operations along with a brief discussion of changes in the financial statements, among others, focusing on:

1(5)(xxv)(a) accounting policies and estimation for preparation of financial statements;

√

1(5)(xxv)(b) changes in accounting policies and estimation, if any, clearly describing the effect on financial performance or results and financial position as well as cash flows in absolute figure for such changes;

√

1(5)(xxv)(c) comparative analysis (including effects of inflation) of financial performance or results and financial position as well as cash flows for current financial year with immediate preceding five years explaining reasons thereof;

√

1(5)(xxv)(d) compare such financial performance or results and financial position as well as cash flows with the peer industry scenario;

√

1(5)(xxv)(e) briefly explain the financial and economic scenario of the country and the globe;

√

1(5)(xxv)(f) risks and concerns issues related to the financial statements, explaining such risk and concerns mitigation plan of the company; and

√

1(5)(xxv)(g) future plan or projection or forecast for company’s operation, performance and financial position, with justification thereof, i.e., actual position shall be explained to the shareholders in the next AGM;

√

1(5)(xxvi) Declaration or certification by the CEO and the CFO to the Board as required under condition No. 3(3) shall be disclosed as per Annexure-A; and

√

1(5)(xxvii) (xxvii) The report as well as certificate regarding compliance of conditions of this Code as required under condition No. 9 shall be disclosed as per Annexure-B and Annexure-C.

√

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1(6) Meetings of the Board of Directors The company shall conduct its Board meetings and record the minutes of the meetings as well as keep required books and records in line with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Code.

√

1(7) Code of Conduct for the Chairperson, other Board members and Chief Executive Officer

1(7) (a) The Board shall lay down a code of conduct, based on the recommendation of the Nomination and Remuneration Committee (NRC) at condition No. 6, for the Chairperson of the Board, other board members and Chief Executive Officer of the company;

√

1(7) (b) The code of conduct as determined by the NRC shall be posted on the website of the company including, among others, prudent conduct and behavior; confidentiality; conflict of interest; compliance with laws, rules and regulations; prohibition of insider trading; relationship with environment, employees, customers and suppliers; and independency.

√

2 Governance of Board of Directors of Subsidiary Company.-

2 (a) Provisions relating to the composition of the Board of the holding company shall be made applicable to the composition of the Board of the subsidiary company

- - 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);

√

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3 (1) (b) The positions of the Managing Director (MD) or Chief Executive Officer (CEO), Company Secretary (CS), Chief Financial Officer (CFO) and Head of Internal Audit and Compliance (HIAC) shall be filled by different individuals;

√

3 (1) (c) The MD or CEO, CS, CFO and HIAC of a listed company shall not hold any executive position in any other company at the same time;

√

3 (1) (d) The Board shall clearly define respective roles, responsibilities and duties of the CFO, the HIAC and the CS;

√

3 (1) (e) The MD or CEO, CS, CFO and HIAC shall not be removed from their position without approval of the Board as well as immediate dissemination to the Commission and stock exchange(s).

√

3 (2) Requirement to attend Board of Directors’ Meetings The MD or CEO, CS, CFO and HIAC of the company shall attend the meetings of the Board: Provided that the CS, CFO and/or the HIAC shall not attend such part of a meeting of the Board which involves consideration of an agenda item relating to their personal matters.

√

3 (3) Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial Officer (CFO)

3 (3) (a) The MD or CEO and CFO shall certify to the Board that they have reviewed financial statements for the year and that to the best of their knowledge and belief:

√

3 (3) (a) (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; and

√

3 (3) (a) (ii) these statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards and applicable laws;

√

3 (3) (b) The MD or CEO and CFO shall also certify that there are, to the best of knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or in violation of the code of conduct for the company’s Board or its members;

√

3 (3) (c) The certification of the MD or CEO and CFO shall be disclosed in the Annual Report.

- - N/A

4 Board of Directors’ Committee.- For ensuring good governance in the company, the Board shall have at least following subcommittees:

4 (i) (i) Audit Committee; and √

4 (ii) (ii) Nomination and Remuneration Committee. √

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5 Audit Committee.-

5(1) Responsibility to the Board of Directors.

5 (1) (a) The company shall have an Audit Committee as a sub-committee of the Board;

√

5 (1) (b) The Audit Committee shall assist the Board in ensuring that the financial statements reflect true and fair view of the state of affairs of the company and in ensuring a good monitoring system within the business;

√

5 (1) (c) The Audit Committee shall be responsible to the Board; the duties of the Audit Committee shall be clearly set forth in writing.

√

5 (2) Constitution of the Audit Committee

5 (2) (a) The Audit Committee shall be composed of at least 3(three) members;

√

5 (2) (b) The Board shall appoint members of the Audit Committee who shall be nonexecutive directors of the company excepting Chairperson of the Board and shall include at least 1 (one) independent director;

√

5 (2) (c) All members of the audit committee should be “financially literate” and at least 1 (one) member shall have accounting or related financial management background and 10 (ten) years of such experience;

√

5 (2) (d) When the term of service of any Committee member expires or there is any circumstance causing any Committee member to be unable to hold office before expiration of the term of service, thus making the number of the Committee members to be lower than the prescribed number of 3 (three) persons, the Board shall appoint the new Committee member to fill up the vacancy immediately or not later than 1 (one) month from the date of vacancy in the Committee to ensure continuity of the performance of work of the Audit Committee;

√

5 (2) (e) The company secretary shall act as the secretary of the Committee;

√

5 (2) (f) The quorum of the Audit Committee meeting shall not constitute without at least 1 (one) independent director.

√

5 (3) Chairperson of the Audit Committee

5 (3) (a) The Board shall select 1 (one) member of the Audit Committee to be Chairperson of the Audit Committee, who shall be an independent director;

√

5 (3) (b) In the absence of the Chairperson of the Audit Committee, the remaining members may elect one of themselves as Chairperson for that particular meeting, in that case there shall be no problem of constituting a quorum as required under condition No. 5(4)(b) and the reason of absence of the regular Chairperson shall be duly recorded in the minutes.

√

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5 (3) (c) Chairperson of the Audit Committee shall remain present in the Annual General Meeting (AGM): Provided that in absence of Chairperson of the Audit Committee, any other member from the Audit Committee shall be selected to be present in the annual general meeting (AGM) and reason for absence of the Chairperson of the Audit Committee shall be recorded in the minutes of the AGM.

√

5 (4) Meeting of the Audit Committee

5 (4) (a) The Audit Committee shall conduct at least its four meetings in a financial year: Provided that any emergency meeting in addition to regular meeting may be convened at the request of any one of the members of the Committee;

√

5 (4) (b) The quorum of the meeting of the Audit Committee shall be constituted in presence of either two members or two third of the members of the Audit Committee, whichever is higher, where presence of an independent director is a must.

√

5 (5) Role of Audit Committee The Audit Committee shall:-

5 (5) (a) Oversee the financial reporting process; √

5 (5) (b) monitor choice of accounting policies and principles; √

5 (5) (c) monitor Internal Audit and Compliance process to ensure that it is adequately resourced, including approval of the Internal Audit and Compliance Plan and review of the Internal Audit and Compliance Report;

√

5 (5) (d) oversee hiring and performance of external auditors; √

5 (5) (e) hold meeting with the external or statutory auditors for review of the annual financial statements before submission to the Board for approval or adoption;

√

5 (5) (f) review along with the management, the annual financial statements before submission to the Board for approval;

√

5 (5) (g) review along with the management, the quarterly and half yearly financial statements before submission to the Board for approval;

√

5 (5) (h) review the adequacy of internal audit function; √

5 (5) (i) review the Management’s Discussion and Analysis before disclosing in the Annual Report;

√

5 (5) (j) review statement of all related party transactions submitted by the management;

√

5 (5) (k) review Management Letters or Letter of Internal Control weakness issued by statutory auditors;

√

5 (5) (l) oversee the determination of audit fees based on scope and magnitude, level of expertise deployed and time required for effective audit and evaluate the performance of external auditors; and

√

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5 (5) (m) oversee whether the proceeds raised through Initial Public Offering (IPO) or Repeat Public Offering (RPO) or Rights Share Offer have been utilized as per the purposes stated in relevant offer document or prospectus approved by the Commission: Provided that the management shall disclose to the Audit Committee about the uses or applications of the proceeds by major category (capital expenditure, sales and marketing expenses, working capital, etc.), on a quarterly basis, as a part of their quarterly declaration of financial results: Provided further that on an annual basis, the company shall prepare a statement of the proceeds utilized for the purposes other than those stated in the offer document or prospectus for publication in the Annual Report along with the comments of the Audit Committee.

- - N/A

5 (6) Reporting of the Audit Committee

5 (6) (a) Reporting to the Board of Directors

5 (6) (a) (i) The Audit Committee shall report on its activities to the Board.

√

5 (6) (a) (ii) The Audit Committee shall immediately report to the Board on the following findings, if any:-

5 (6) (a) (ii) (a)

report on conflicts of interests; - - N/A

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;

- - N/A

5 (6) (a) (ii) (c)

suspected infringement of laws, regulatory compliances including securities related laws, rules and regulations; and

- - N/A

5 (6) (a) (ii) (d)

any other matter which the Audit Committee deems necessary shall be disclosed to the Board immediately;

- - N/A

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.

- - N/A

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5 (6) (7) Reporting to the Shareholders and General Investors Report on activities carried out by the Audit Committee, including any report made to the Board under condition No. 5(6)(a)(ii) above during the year, shall be signed by the Chairperson of the Audit Committee and disclosed in the annual report of the issuer company.

√

6 Nomination and Remuneration Committee (NRC).-

6 (1) Responsibility to the Board of Directors

6 (1) (a) The company shall have a Nomination and Remuneration Committee (NRC) as a subcommittee of the Board;

√

6 (1) (b) The NRC shall assist the Board in formulation of the nomination criteria or policy for determining qualifications, positive attributes, experiences and independence of directors and top level executive as well as a policy for formal process of considering remuneration of directors, top level executive;

√

6 (1) (c) The Terms of Reference (ToR) of the NRC shall be clearly set forth in writing covering the areas stated at the condition No. 6(5)(b).

√

6 (2) Constitution of the NRC

6 (2) (a) The Committee shall comprise of at least three members including an independent director;

√

6 (2) (b) All members of the Committee shall be non-executive directors;

√

6 (2) (c) Members of the Committee shall be nominated and appointed by the Board;

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6 (2) (d) The Board shall have authority to remove and appoint any member of the Committee;

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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;

√

6 (2) (f) The Chairperson of the Committee may appoint or co-opt any external expert and/or member(s) of staff to the Committee as advisor who shall be non-voting member, if the Chairperson feels that advice or suggestion from such external expert and/or member(s) of staff shall be required or valuable for the Committee;

√

6 (2) (g) The company secretary shall act as the secretary of the Committee;

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6 (2) (h) The quorum of the NRC meeting shall not constitute without attendance of at least an independent director;

√

6 (2) (i) No member of the NRC shall receive, either directly or indirectly, any remuneration for any advisory or consultancy role or otherwise, other than Director’s fees or honorarium from the company.

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6 (3) Chairperson of the NRC

6 (3) (a) The Board shall select 1 (one) member of the NRC to be Chairperson of the Committee, who shall be an independent director;

√

6 (3) (b) In the absence of the Chairperson of the NRC, the remaining members may elect one of themselves as Chairperson for that particular meeting, the reason of absence of the regular Chairperson shall be duly recorded in the minutes;

√

6 (3) (c) The Chairperson of the NRC shall attend the annual general meeting (AGM) to answer the queries of the shareholders: Provided that in absence of Chairperson of the NRC, any other member from the NRC shall be selected to be present in the annual general meeting (AGM) for answering the shareholder’s queries and reason for absence of the Chairperson of the NRC shall be recorded in the minutes of the AGM.

√

6 (4) Meeting of the NRC

6 (4) (a) The NRC shall conduct at least one meeting in a financial year;

√

6 (4) (b) The Chairperson of the NRC may convene any emergency meeting upon request by any member of the NRC;

√

6 (4) (c) The quorum of the meeting of the NRC shall be constituted in presence of either two members or two third of the members of the Committee, whichever is higher, where presence of an independent director is must as required under condition No. 6 (2) (h);

√

6 (4) (d) The proceedings of each meeting of the NRC shall duly be recorded in the minutes and such minutes shall be confirmed in the next meeting of the NRC.

√

6 (5) Role of the NRC

6 (5) (a) NRC shall be independent and responsible or accountable to the Board and to the shareholders;

√

6 (5) (b) NRC shall oversee, among others, the following matters and make report with recommendation to the Board:

√

6 (5) (b) (i) formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend a policy to the Board, relating to 13 the remuneration of the directors, top level executive, considering the following:

√

6 (5) (b) (i) (a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate suitable directors to run the company successfully;

√

6 (5) (b) (i) (b)

the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

√

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6 (5) (b) (i) (c) remuneration to directors, top level executive involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;

√

6 (5) (b) (ii) devising a policy on Board’s diversity taking into consideration age, gender, experience, ethnicity, educational background and nationality;

√

6 (5) (b) (iii) identifying persons who are qualified to become directors and who may be appointed in top level executive position in accordance with the criteria laid down, and recommend their appointment and removal to the Board;

√

6 (5) (b) (iv) formulating the criteria for evaluation of performance of independent directors and the Board;

√

6 (5) (b) (v) identifying the company’s needs for employees at different levels and determine their selection, transfer or replacement and promotion criteria; and

√

6 (5) (b) (vi) developing, recommending and reviewing annually the company’s human resources and training policies;

√

6 (5) (c) The company shall disclose the nomination and remuneration policy and the evaluation criteria and activities of NRC during the year at a glance in its annual report.

√

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. √

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.

√

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7 (3) Representative of external or statutory auditors shall remain present in the Shareholders’ Meeting (Annual General Meeting or Extraordinary General Meeting) to answer the queries of the shareholders.

√

8 Maintaining a website by the Company:-

8 (1) The company shall have an official website linked with the website of the stock exchange.

- - N/A

8 (2) The company shall keep the website functional from the date of listing.

- - N/A

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).

- - N/A

9 Reporting and Compliance of Corporate Governance:-

9 (1) The company shall obtain a certificate from a practicing Professional Accountant or Secretary (Chartered Accountant or Cost and Management Accountant or Chartered Secretary) other than its statutory auditors or audit firm on yearly basis regarding compliance of conditions of Corporate Governance Code of the Commission and shall such certificate shall be disclosed in the Annual Report.

√

9 (2) The professional who will provide the certificate on compliance of this Corporate Governance Code shall be appointed by the shareholders in the annual general meeting.

√

9 (3) The directors of the company shall state, in accordance with the Annexure-C attached, in the directors’ report whether the company has complied with these conditions or not.

√

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(c) Details relating to the issuer’s audit committee and remuneration committee, including the names of committee members and a summary of the terms of reference under which the committees operate: Audit Committee: In accordance with the Corporate Governance Guidelines adopted by Bangladesh Securities and Exchange Commission (BSEC), the Board appointed Audit Committee comprises of the following Non-Executive and Independent Directors of the Company:

Sl. Name of Committee member Designation

1 Mr. Md. Iftikhar-Uz-Zaman, Independent Director Chairman

2 Mr. Md. Toriqul Islam, Director Member

3 Mr. Md. Toufiqul Islam, Director Member

4 Mr. Shariful Islam Member Secretary

Terms of Reference of Audit Committee: The main objective of the Audit Committee is to assist the Board of Directors to effectively carry on its responsibilities relating to financial and other relevant affairs of the Company. The Committee is empowered to monitor, review and examine the followings:

▪ Oversee the financial reporting process;

▪ Monitor implementation/ following the accounting policies and principles;

▪ Monitor Internal Control Risk Management Process;

▪ Oversee hiring and performance of external auditors;

▪ Review along with the management, the Annual Financial Statements before submission to the Board for approval;

▪ Review along with the management, the Quarterly and Half Yearly Financial Statements before submission to the Board for approval;

▪ Review the adequacy of Internal Audit team performance in terms of internal audit report;

▪ Review statement of significant related party transactions submitted by the management;

▪ Review Management Letters/ Letter of Internal Control weakness issued by statutory auditors;

▪ When money is raised through Initial Public Offering (IPO)/Repeat Public Offering (RPO)/Rights Issue, the company shall disclose to the Audit Committee about the uses/applications of funds by major category (capital expenditure, sales and marketing expenses, working capital, etc.), on a quarterly basis, as a part of their quarterly declaration of financial results. Further, on an annual basis, the company shall prepare a statement of funds utilized for the purposes other than those stated in the offer document/prospectus.

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Remuneration Committee: The Board appointed Remuneration Committee comprises of the following members:

Sl. Name of Committee member Designation

1 Mr. Md. Iftikhar-Uz-Zaman, Independent Director Chairman

2 Mr. Md. Toriqul Islam, Director Member

3 Mr. Md. Toufiqul Islam, Director Member

4 Mr. Shariful Islam Member Secretary

Terms of Reference of Remuneration Committee: The Remuneration Committee has been established 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 and for determining their remuneration packages and to review and oversee the Company’s overall human resources strategy. The Committee is empowered to perform, monitor, review and examine the followings:

• Determine the remuneration of the Company’s Chief Executive Officer, the Chairman, the Executive Directors and the Company Secretary;

• Review the ongoing appropriateness and relevance of the remuneration policy;

• Approve the design of, and determine targets for any performance related schemes and annual payments made under such schemes;

• Review the design of all new long-term schemes and significant changes to such schemes for approval, in each case, by the Board and shareholders.

• Determine the total individual remuneration package of each Executive Director, the Company Secretary and the Chairman including bonuses, incentive payments and any compensation payments;

• Monitor the level and structure of remuneration for senior management;

• Oversee any major changes in employee benefits structures throughout the Company or the Group;

• Review the policy for authorizing claims for expenses from the Chief Executive Officer and the Chairman;

• Ensure that all provisions regarding disclosure of remuneration;

• Review of the Remuneration Committee’s performance;

• Review of and proposed amendment to the terms of reference;

• Approval of the Directors’ remuneration report

• Be responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Remuneration Committee; and

• Obtain reliable, up-to-date information about remuneration in other companies, with a view to judging where to position the Company relative to other companies. The Remuneration Committee shall have full authority to commission any reports or surveys which it deems necessary to help it fulfil its obligations.

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SECTION: XV VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGER

The valuation report of securities shall be prepared on the basis of the financial and all other information pertinent to the issue. The fair value is determined under different valuation methods referred in Rule No. 4(2)(a)(i) and Annexure-E(B)(14) of Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015. We have covered both the Qualitative Factors and the Quantitative Factors while determining the fair value of securities. Qualitative Factors:

I. Aman Tex Limited belongs to the most promising and robust industry of Bangladesh which contains more than 80% of our exportable goods to international destinations. In FY 2017-2018, Bangladesh RMG export reached around USD 30 billion. As our RMG export is pacing up in emerging markets rather than only in Europe & North America, brighter future awaits for Textile industry as a whole.

II. ATL has built up its manufacturing process both forward and backward linkage with state of art technology which enhances production efficiency and cost effectiveness. Fukahara, Mayer & Cie, Shima Seiki, Juki and Brather are such brands in ATL’s manufacturing arena that have the reputation to be the best choice as a source of technology in textile business.

III. ATL’s top notch lab facility helps to improve quality and authenticity of the product or raw materials in different manufacturing processes which differentiates itself from other textile organizations.

IV. ATL has been bringing vibrancy to our RMG export basket since its inception. In FY 2017-2018, it exported BDT 3,564.59 million to different export destinations which enhances country’s flow of foreign currency.

Quantitative Factors: Fair value of securities is determined under different valuation methods as referred in Rule No. 4(2)(a)(i) and Annexure-E(B)(14) and of Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015:

Sl. No. Valuation Methods Fair Value (BDT)

Method-1 Net Asset value (NAV) per share (with Revaluation) 36.64

Net Asset value (NAV) per share (without Revaluation) 29.15

Method-2 Earning-based value per share (Considering Sector P/E) 77.74

Earning-based value per share (Considering Market P/E) 66.73

Method-3 Average Market Price of Similar Stocks Based Valuation 43.70

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METHOD 1: VALUATION WITH REFERENCE TO NET ASSET VALUE (NAV) PER SHARE WITH REVALUATION RESERVE

NAV per share is based on the information of the latest audited consolidated financial statements as on June 30, 2018. NAV per share with revaluation reserve is BDT 36.64 that has been derived by dividing the net assets at the end of the period by the number of outstanding shares as shown in the table below:


Paid-up capital 803,700,000

Share Premium 32,800,000

Retained earnings 1,312,401,579

Tax holiday reserve 194,207,788

Revaluation Surplus 602,098,893

Available for Sale Reserve (156,556)

Total Equity (A) 2,945,051,704

Total Equity without Revaluation Surplus (A*) 2,342,952,811

Number of Shares Outstanding as on June 30, 2018 (B) 80,370,000

Net Asset value (NAV) per share with revaluation reserve (A/B) 36.64

Net Asset value (NAV) per share without revaluation reserve (A*/B) 29.15

METHOD 2: VALUATION WITH REFERENCE TO EARNING-BASED-VALUE PER SHARE (CONSIDERING AVERAGE SECTOR P/E & Market P/E)

Earning-based-value per share based on historical information sourced from audited consolidated financial statements and Textile Sector P/E data from Dhaka Stock Exchange Limited (DSE). The value was calculated by considering weighted net profit after tax for last Five years as per audited financial statements and sectorial earnings multiple. The weighted average Earnings per share (EPS) is BDT 4.34 and the 12 months average DSE Textile Sector P/E is 17.90 and DSE Market P/E 15.36. Therefore, Earning-based-value per share has been derived as BDT 77.74 and 66.73 respectively.

Accounting Year (Jul-Jun)

No. of Shares Weight of No.

of Shares Net Profit After Tax

(BDT) Weighted Net Profit

After Tax (BDT)

2014 2,000,000 0.02 355,217,893 7,892,854

2015 2,000,000 0.02 401,202,236 8,914,615

2016 2,820,000 0.03 324,978,939 10,181,542

2017 2,820,000 0.03 339,251,104 10,628,687

2018 80,370,000 0.89 348,861,548 311,498,751

Weighted Average Net Profit After Tax during the period (C) 349,116,449

No. of shares outstanding as on June 30, 2018 (D) 80,370,000

Weighted Average Earnings per Share (EPS) [E = C/D] 4.34

12 months average DSE Textile Sector P/E [F] 17.90

12 months average DSE Market P/E (G) 15.36

Earning-based-value per share (BDT) [E × F]-Sector P/E Based 77.74

Earning-based-value per share (BDT) [E × G]- Market P/E Based 66.73

Source: Latest Audited Accounts of ATL

Source: Audited Accounts

(Amount in BDT)

Page | 193

1Calculation of Relevant Sector P/E Multiple:

Nature of business of Aman Tex Limited is similar to the business of companies listed in stock exchanges under Textile Sector. So, we have considered the 12 months average sector P/E multiple to determine the earning-based-value per share.

Month Sector P/E Market P/E

Feb-18 16.97 16.47

Mar-18 16.02 15.67

Apr-18 16.98 15.43

May-18 16.98 14.48

Jun-18 17.58 14.97

Jul-18 19.61 15.17

Aug-18 19.41 15.74

Sep-18 17.99 15.17

Oct-18 18.26 15.06

Nov-18 18.17 14.61

Dec-18 17.95 15.19

Jan-19 18.85 16.38

Average 17.90 15.36 Source: Dhaka Stock Exchange Limited

METHOD 3: VALUATION WITH REFERENCE TO AVERAGE MARKET PRICE PER SHARE OF SIMILAR STOCKS For similar stocks, we have considered the comparable companies listed with Dhaka Stock Exchange in Textile Sector and having more than BDT 1,400 million Total Assets. Peer Companies of ATL:

Company Name Turnover (BDT M.)

Paid- up capital (BDT M.)

Total Assets (BDT M.)

NAV per share

EPS

Apex Spinning & Knitting Mills Limited 3,633.66 84.00 1,461.94 54.82 2.91

Evince Textiles Limited 2,411.29 1,584.00 4,363.21 14.44 1.06

Generation Next Fashions Limited 4,023.78 4,499.77 6,303.97 12.60 1.01

Tosrifa Industries Limited 1,251.31 631.69 3,610.38 33.64 1.27 Source: Latest Audited Accounts; N.B. (M= Million)

Reference:

1. The Companies considered as peers of ATL are listed in the Stock Exchanges of Bangladesh, which are Dhaka Stock Exchange Limited and Chittagong Stock Exchange Limited.

2. We have considered the companies listed under textile to make the comparison relevant and justifiable. 3. Data considered in case of peers is taken from Dhaka Stock exchange Limited and latest published annual

financial statements, available till March, 2019.

Explanation of similarities:

1. Companies having similar nature of business, associated return opportunities and exposure of business risks are considered;

2. We have considered those companies as peer having yearly turnover between BDT 1,200 and 4,000 (m) 3. We have considered peer firms paid-up capital ranging from BDT 84 to 6,000 million. 4. Companies with total assets exceeding 1,400 million are selected as peers. 5. Companies that regularly publish audited financial statements are considered. 6. Companies regularly pay dividends are considered.

(Amount in BDT)

Page | 194

1-year average Close Price of Similar Stocks

Date Apex Spinning &

Knitting Mills Limited

Evince Textiles Limited

Generation Next Fashions Limited

Tosrifa Industries Limited

Mar-18 115.90 13.90 8.40 21.00

Apr-18 121.10 14.80 8.90 18.80

May-18 117.10 15.50 8.40 17.80

Jun-18 174.70 14.30 8.10 17.80

Jul-18 148.10 16.70 8.20 21.60

Aug-18 133.00 16.80 8.30 25.30

Sep-18 122.00 9.70 7.30 21.00

Oct-18 123.50 10.00 6.80 22.80

Nov-18 128.30 12.60 6.00 20.10

Dec-18 131.80 12.80 6.30 20.40

Jan-19 140.80 12.90 7.10 20.80

Feb-19 139.70 12.60 6.80 21.00

Average 133.00 13.55 7.55 20.70

Cumulative Average 43.70 Source: Dhaka Stock Exchange Limited

Conclusion:

The fair value of Aman Tex Limited under different valuation methods is determined considering the current performance of the Company, performance compared with similar stocks listed in stock exchanges and risk aspects of the Company.

(Amount in BDT)

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SECTION: XVI DEBT SECURITIES

Aman Tex limited has neither issued any Debt Securities in the past, nor is planning to issue any Debt Securities within the next 6 (six) months.

SECTION: XVII PARTIES INVOLVED AND THEIR RESPONSIBILITIES

Major Parties Involved Responsibilities of the Parties

Issue Manager

LankaBangla Investments Limited The ISSUE MANAGER(s) is responsible to comply with all the requirements as per Bangladesh Securities and Exchange Commission (Public Issue) Rules 2015 including preparation and disclosures made in the prospectus, Roadshow and other responsibilities as mentioned in the due diligence certificate.


Underwriters to the Issue


The Underwriter(s) is responsible to underwrite the public offering on a firm- commitment basis as per requirement of Bangladesh Securities and Exchange Commission (Public Issue) Rules 2015. In case of under-subscription in any category by up to 35% in an initial public offer, the unsubscribed portion of securities shall be taken up by the underwriter(s).














BD Finance Capital Holdings Limited

Auditors Mahfel Huq & Co. Chartered Accountants

Auditors’ responsibility is to express an opinion on the financial statements based on the audit. Auditors conduct the audit in accordance with Bangladesh Standards on Auditing (BSA). Those standards required to comply with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

Credit rating Company Credit Rating Agency of Bangladesh Limited

Credit rating Company is responsible for-

• Examination, preparation, finalization and issuance of credit rating report without compromising with the matters of their conflict of interest and

• Compliance with all the requirements, policy and procedures of the rules as prescribed by BSEC.

Valuer Ahmed Zaker & Co. Chartered Accountants

Valuer’s responsibility is to provide a report and fairness opinion regarding valuation and to conduct valuation in accordance with IVS and condition and guidelines for valuation of assets by BSEC on the basis of present location and condition, documents and papers related to the property, plant and equipment of the issuer.

Cost & Management Accounts

N/A

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SECTION: XVIII MATERIAL CONTRACTS

(a) Major agreements entered into by the issuer: The following are material agreements have been entered into by the Company:

1. Underwriting Agreements between the Company and Underwriters; 2. Issue Management Services Agreement among the Company, LankaBangla Investments Limited and ICB

Capital Management Limited; 3. Registrar to the Issue Agreement between the Company and Sonali Investments Limited; 4. Credit Rating Agreement with Credit Rating Agency of Bangladesh Limited.

(b) Material parts of the agreements:

Contract Material parts of the agreements

Underwriting agreements with 1. LankaBangla

Investments Limited;

2. ICB Capital Management Limited;

3. UNICAP Investments Limited;

4. Green Delta Capital Limited;

5. IIDFC Capital Limited;

6. EBL Investments Limited;

7. MIDAS INVESTMENT LIMITED;

8. Janata Capital and Investment Limited;

9. Roots Investment Limited;

10. AIBL Capital Management Limited;

11. SBL Capital Management Limited;

12. Agrani Equity & Investment Limited;

13. Prime Bank Investment Limited;

14. Prime Bank Investment Limited;

15. BD Finance Capital Holdings Limited;

Signing Date: October 15 & 21, 2018

Tenure: This Agreement shall be valid until completion of subscription of shares and unless this Agreement is extended or earlier terminated in accordance with the terms of this Agreement

Principal Terms and Condition:

1. In case of under-subscription in any category by up to 35% in an Initial Public Offer, the undersubscribed portion of securities shall be taken up by the underwriter.

2. In case of failure to deposit the remaining amount by the eligible investors, the unsubscribed securities shall be taken up by the underwriter.

3. The underwriting agreement and the underwritten amount and allocation of underwriting portion shall be revised after completion of the bidding period, where the cut-off price will be determined at nearest integer of the lowest bid price at which the total securities offered to eligible investors would be exhausted. The public offering price will be determined at 10% discount (at nearest integer) from the cut-off price.

4. If and to the extent that the shares offered to the public by a prospectus authorized hereunder shall not have been subscribed and paid for in cash in full by the Closing Date of subscription, the Company shall within 10 (Ten) days of the closure of subscription call upon the underwriter in writing with a copy of the said writing to the Bangladesh Securities and Exchange Commission, to subscribe the shares not subscribed by the closing date and to pay for in cash in full, inclusive of any premium if applicable, for such unsubscribed shares within 15 (Fifteen) days after being called upon to do so. If payment is made by Cheque/Bank Draft by the underwriter it will be deemed that the underwriter has not fulfilled his obligation towards his underwriting commitment under this Agreement, until such time as the Cheque/Bank Draft has been encashed and the Company’s account credited. 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.

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Issue Management Services Agreement with LankaBangla Investments Limited and ICB Capital Management Limited

Signing Date: April 19, 2018



1. According to Article 2.1; the scope of the services to be rendered by the ISSUE MANAGER to the ISSUER under this agreement shall cover Regulatory Compliance, Underwriting Co-operation, Issue Arrangements and Public offer and invitation.

2. According to Article 2.2; The ISSUE MANAGER takes the responsibility to take such steps as are necessary to ensure completion of allotment and dispatch of letters of allotment and refund warrants to the applicants according to the basis of allotment approved by the Bangladesh Securities and Exchange Commission. The ISSUER undertakes to bear all expenses relevant to share application processing, allotment, and dispatch of letters of allotment and refund warrant. The ISSUER shall also bear all expenses related to printing and issuance of share certificate and connected govt. stamps and hologram expenses.

3. According to Article 3.1; without prejudice ISSUER hereby declares that it agrees to comply with all statutory formalities under Companies Act, Guidelines issued by Bangladesh Securities and Exchange Commission and other relevant status to enable it to make the issue.

4. According to Article 6.1; The ISSUE MANAGER hereby undertake to keep in strict compliance all information (whether written or oral) proprietary documents and data secured in connection with or as a result of this Agreement (Confidential Information) and shall limit the availability of such information to employees, who have a need to see and use it for the express and limited purpose stated in this Agreement.

5. According to Article 8.1; The Issuer and ISSUE MANAGER shall ensure compliance of the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, The Listing Regulations of Stock Exchanges, The Companies Act, 1994, the Securities and Exchange (Amendment) Act, 2012 and other relevant rules, regulations, practices, directives, guidelines etc.

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Registrar to the Issue Agreement with Sonali Investments Limited

Signing Date: September 30, 2018



1. According to Article 2; The scope of the services to be rendered by the Registrar to the Issue under this Agreement shall be as detailed hereunder: a. The Registrar shall ensure due compliance of the Book-building procedures and the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015. b. The Registrar shall coordinate all other actions necessary for completing the post-issue functions or to comply with the regulatory requirements with the support of Issuer. c. The Registrar shall coordinate for completing the post-issue processing activities for public issue of the Company within the stipulated time as specified by the Bangladesh Securities and Exchange Commission. d. The Registrar will have to complete all statements and ensure timely delivery of them to the relevant authorities /organizations. e. The Registrar will have to deliver one soft copy of entire database of all applications to the Company in the format and headings specified by the Company.

2. According to Article 3.1; without prejudice the Issuer hereby declares that it has complied with or agrees to comply with all statutory formalities under the Companies Act 1994, Guidelines issued by Bangladesh Securities and Exchange Commission (BSEC) and other relevant laws.

3. According to Article 6.1; The Registrar hereby undertakes to keep in strict compliance to all information (whether written or oral) proprietary documents and data secured in connection with or as a result of this Agreement (Confidential Information) and shall limit the availability of such information to its employees, who have a need to see and use it for the express and limited purpose stated in this Agreement.

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Credit Rating Agreement with Credit Rating Agency of Bangladesh Ltd.

Signing Date: June 02, 2016

Tenure: Termination of this contract will be governed by the Credit Rating Companies Rules 1996 of Securities and Exchange Commission (SEC) of Bangladesh and any subsequent law/ordinance/circular thereto.


1. According to Article 3; That in pursuant with BSEC regulations AG must attain the rating surveillance for the next three years (based on audited financial statements of the group for (2015-2016 and onwards) from CRAB, during which period the agreement cannot be terminated without prior approval of BSEC.

2. According to Article 13; That AG is fully aware that CRAB does not guarantee the completeness or accuracy of the materials and information provided by AG on which the rating is based. AG is also aware that CRAB ratings are opinions of CRAB and do not constitute recommendations to buy, hold or sell any securities.

3. According to Article 18; The Agreement will be valid till 31st December 2019 from the date of signing, which may be further extended through mutual consent.

(c) Fees Payable to different parties:

Sl. Name of the Parties Role Fees Payable

1.


Underwriters 0.25% on the underwritten amount by the underwriters












Prime Finance Capital Management

Limited


BD Finance Capital Holdings Limited

2. LankaBangla Investments Limited

Issue Manager 2.00% on the public offer amount (including premium) ICB Capital Management Limited

3. Sonali Investments Limited Registrar to the Issue BDT 500,000

4. Credit Rating Agency of Bangladesh Limited

Credit Rating BDT 200,000

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SECTION: XIX LITIGATIONS, FINE OR PENALTY

(a) The following litigation including outstanding litigations against the issuer or any of its directors and fine or penalty imposed by any authority: The Issuer or directors of Aman Tex Limited was not involved in any of the following types of legal proceedings except the mentioned below:

I. Litigation involving Civil Laws : There is no conviction of the Issuer or any of its director(s) in a civil proceeding

II. Litigation involving Criminal Laws : There is no conviction of the Issuer or any of its director(s) in a criminal proceeding

III. Litigation involving Securities, Finance and Economic Laws

:

There is no order, judgment or decree of any court of competent jurisdiction against the Issuer or any of its director(s) permanently or temporarily enjoining, barring, suspending or otherwise limiting the involvement of any director(s) or officer in any type of securities, Finance and Economic laws

IV. Litigation involving Labor Laws : There is no conviction of the Issuer or any of its director(s) in connection to applicable Labor Laws

V. Litigation involving Taxation (Income tax, VAT, Customs Duty and any other taxes or duties)

: There is no conviction of the Issuer or any of its director(s) in connection to taxation (Income tax, VAT, Customs Duty and any other taxes/duties)

VI. Litigation involving any other Laws : There is no litigation involving any other Laws

(b) Cases including Outstanding litigations 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 : There is no litigation involving Civil Laws

II. Litigation involving Criminal Laws : There is no litigation involving Criminal Laws

III. Litigation involving Securities, Finance and Economic Laws

: There is no litigation involving Securities, Finance and Economic Laws

IV. Litigation involving Labor Laws : There is no litigation involving Labor Laws

V. Litigation involving Taxation (Income tax, VAT, Customs Duty and any other taxes or duties)

:

There is no litigation involving Taxation as at June 30, 2018 expect the following tax related litigation:

• For the assessment year 2016-17 (income year 2015-16): Return has been submitted and assessment is completed, First Appeal has been made.

VI. Litigation involving any other Laws : There is no litigation involving any other Laws

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SECTION: XX RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE RISKS The factors described below may conceivably materially affect investors’ decisions as investment in equity shares involves a high degree of risk. The company is operating in a globally competitive industry involving both external and internal factors having direct as well as indirect effects on the investments. Investors should carefully consider all of the information in this prospectus, including the risk factors, both external and internal, and management perceptions enumerated hereunder before making investment decision. If any of the following risks actually occur, their business, results of operations and financial condition could suffer, the trading price of their equity share could decline, and investors may lose all or part of their investment. I. Internal Risk Factors: a) Credit Risk: Credit risk refers to the risk that a borrower or debtor may not repay a loan/ debt and that the lender may lose to principal of the loan or the interest associated with it. It’s the risk of loss of principal or a financial reward or both stemming from a borrower's failure to repay a loan or otherwise meet a contractual obligation. Credit risk arises as borrowers expect to use future cash flows, which is always uncertain, to pay current debts. Normally every business has to allow some credit/ fund to its customers or others. When an entity offers credit to its clients, there is a risk that its clients may not pay their debt. So, in operating any business there is always credit risk lies in the business. Management Perception: The company’s sales are made against Letter of Credit (L/C), as the company is engaged in 100% export-oriented industry. L/Cs provides the guarantee against credit sales and receivables arises due to the timing difference between actual realization of proceeds and submission of bills to the banks for collection. Moreover, the company is doing business with world renowned customers having a long and proven track record of timely settlement of sales proceeds, which minimizes the credit risk to an acceptable level. b) Liquidity Risk: The risk that a company may be unable to meet short term financial obligation. This usually occurs due to the inability to convert its current assets to cash without a loss of capital or income in a given period of time. A company is exposed to liquidity risk if markets on which it depends are subject to loss of liquidity. When credit rating of a company falls, the company experiences sudden unexpected cash outflows, or some other event causes counterparties to avoid trading with or lending to the company. Management Perception: The company has an efficient treasury department to manage its cash and liquidity issues. The department works in a manner which helps the company to maintain stability and flexibility in the day to day funding activities. The department is also engaged in formulating necessary strategy to avoid forthcoming liquidity problems. Additionally, as all the exports are guaranteed by lenders, so there is less possibility of facing any liquidity risk. c) Risk associated with the Issuer’s interest in subsidiaries, joint ventures and associates: Performance of subsidiaries, joint ventures and associates have direct impact on the interest of their parents. If the subsidiaries, joint ventures and associates perform well, parents will be benefited and vice-versa. As future performance of subsidiaries, joint ventures and associates can go wrong than expected, there is always a risk that the interest of the parent may be affected negatively.

Management Perception: Aman Tex Limited does not have any subsidiary, joint venture or associates. Hence, there is no possibility of such risk.

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d) Significant revenue generated from limited number of customers, losing any one or more of which would have a material adverse effect on the issuer. Revenue is the amount of money a company receives during a specific period. If a company depends on few customers for its revenue line, it will be exposed to hindrance. Management Perception: ATL does not depend on limited number of customers. H&M is one of the major customers of ATL and H&M is with ATL from the beginning of the company. A large number of other globally recognized customers are regularly getting its products from ATL. In addition, the management of ATL has long-standing business relationship with the customers, which will also safeguard any risk of non-operation. e) Dependency on a single or few suppliers of raw materials, failure of which may affect production adversely. Raw materials are one of the prime factors of production. If a company depends on single or few suppliers for its raw materials, it will be exposed to the risk of stock-out or stoppage of production. Management Perception: ATL collects its raw materials from different sources and constantly monitors the quality of materials and evaluates supplier’s creditability. It is not dependent on single supplier for procuring its raw materials. As number of suppliers of raw materials are plenty in the market to get competitive advantage of the cheaper price of raw materials, and if one supplier fails to provide raw material there are always other suppliers available with competitive price . So, there is no possibility of disruption. f) More than 20% revenue of the issuer comes from sister concern or associate or subsidiary Intercompany transactions may not be transacted based on arm’s length basis. As a result, interest of general shareholders may be hampered when more than 20% revenue of the issuer comes from sister concern or associate or subsidiaries, interest of the shareholders. Management Perception: The company has no associate or subsidiary and no sales related transactions within the same group. ATL is a 100% export-oriented company. g) Negative earnings, negative cash flows from operating activities, declining turnover or profitability, during last five years, if any. Last five years results regarding earnings, cash flow from operating activities, turnover or profitability is very important to predict future performance of the company. Management Perception: The company has no negative earnings, negative cash flows from operating activities or declining turnover. The profitability of the company has always shown an uptrend except in the year 2015-16, which the company has successfully recovered in the following year. So, there is no threat for going concern. h) Loss making associate/subsidiary/group companies of the issuer. Operating performance of associate/ subsidiary/ group companies has a direct impact on the interest of parents on those. So, if there are any loss-making associate/ subsidiary/ group companies of the issuer, it will have a negative impact on the profitability of the issuer.

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Management Perception: Aman Tex Limited has no associate or subsidiary company. Moreover, all of the concerns of Aman Group are currently making profit, so there is no such possibility of any negative impact on the profitability of the issuer. i) Financial weakness and poor performance of the issuer or any of its subsidiary or associates Financial weakness and poor performance of the company or any of its subsidiary or associates may have material impact on the sustainability of the company. Management Perception: The company is doing well in the industry and there is good margin of profit ATL is experiencing with increasing sales growth. Also, ATL has no subsidiary or associates as a result, there is no risk in this respect. j) Decline in value of any investment Decline in the value of any investment may have negative impact on the profitability and total assets of the issuer. Management Perception: The company has investment in shares of listed companies. Value of the securities of listed companies changes over the reporting periods. ATL believe that value of the investment will not impact on the profitability and total assets of the Company significantly. k) Risk associated with useful economic life of plant and machinery, if purchased in second hand or reconditioned. Allocation of depreciation expense of plant and machinery depends on the estimation of useful economic life of the assets. To determine actual condition of plant and machinery at the time of second hand or reconditioned purchased is always challenging. So, there is a risk in reasonable estimation of economic life of plant and machinery when they are purchased in second hand or reconditioned. Management Perception: ATL uses branded machineries for overall operation. Hence, there is no such risk associated with the company. l) Adverse effect on future cash flow if interest free loan given to related party or such loans taken from directors may recall. Interest free related party loans could have an adverse effect on the future cash flow of the business. Management Perception: Related party loans are given or taken for temporary basis to run overall business of the group smoothly. Therefore, the degree of such risk is minimal under the control of management. 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 impediment in the day to day business operational process.

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Management Perception: Sponsors or directors of ATL are involved with ventures which are in the same line and/or partially same line of activity or business as that of the issuer. All the companies under common control are run by different operational team. And the issuer having common directors also collects raw materials from two of its sister concerns namely Anwara Mannan Textiles Mills Ltd. and Aman Cotton Fibrous Limited standing at 22.85% and 7.97% of the total purchase of raw materials. So, degree of such risk is minimal. n) Related party transactions entered into by the company those may adversely affect competitive edge. Related party transactions are under taken in normal business course of an entity as per requirement of the business. Depending on the nature of related party relationships and transactions, they may carry a significant risk about the ability of the company to run its day to day operation, if the entity’s interest is constantly subordinated to that of related party. Management Perception: ATL has some business transaction which are disclosed under related party transactions but the management believes such transactions are normal and therefore, there is no as such transaction which may adversely affect competitive edge except managing director’s remuneration. However, paying the remuneration to the managing director is justified as otherwise, the Company had to hire external people with the same level of experience and expertise, which would have been more expensive for the Company to bear. 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 be hindered by restrictive covenants stipulated in the agreements with shareholders, sponsors or any agreement for debt or preference shares or any loan agreement with the bank or financial institutes. Management Perception: There are no restrictive covenants in any shareholders’ agreement, sponsors’ agreement or any agreement relating to debt or preference shares or any restrictive covenants of Banks in respect of loan or credit limit and other banking facilities. p) Business operations may be adversely affected by strikes, work stoppages or increase in wage demands by employees. The operation of business may be unfavorably affected by strikes, work stoppages or increase in wage demands by employees. Management Perception: ATL has a standard human resource management policy. Management of the Company treats all the employees as a valuable resource to the Company. Human resource department of ATL is always aware about any dispute between employers and employees & among employees. ATL has different incentive packages for their employees so that they can be beneficial to such package. Because they believe that employees are very important part of the business. q) Seasonality of the business of the issuer Seasonality trend of any business could affect the revenue of the issuer. Management Perception: The demand for RMG remains throughout the year. So, business of ATL does not depend on any particular season. Hence, the company’s revenue is not affected by it.

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r) Expiry of any revenue generating contract that may adversely affect the business Expiration of any revenue generating contract could squeeze the revenue stream of the company which may adversely affect the business. Management Perception: 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 flows. Too much dependency on debt-based financing could adversely affect the cash flows of the business due to increased financial expenses. Management Perception: Business of ATL is growing in nature. To keep pace with the growth, ATL has to go for debt finance. Before taking any debt finance, ATL analyzes its cash inflows and outflows properly. ATL also has a very efficient treasury department. So, management do not expect any adverse impact on cash flows of the Company for use of debt. t) Excessive dependence on any key management personnel absence of whom may have adverse effect on the issuer’s business performance. Key management personnel play key roles in the organization for smooth operation of the company. Excessive dependence on any key management personnel may have adverse effect on the issuer’s business performance during the absence of the personnel. Management Perception: Corporate Governance is well practiced in ATL. The company also has a well-placed organogram. So, any change in the key management can be replaced without any adverse effect on the business performance of Company. u) Enforcement of contingent liabilities which may adversely affect financial condition. Contingent liabilities are likely to have a negative impact on a company financial condition because they threaten to reduce the company's assets and net profitability. Management Perception: The Company had some contingent liabilities and commitments but management believe that none of those contingent liabilities and commitments may adversely affect financial condition of the Company. v) Insurance coverage not adequately protect against certain risks of damages.

The Company would be exposed to significant loss if there are no insurance coverage on its assets.

Management Perception: As a part of risk management process, ATL transfers risks through insurance for inventory, plant & machinery, building covering fire and lighting damage., Group insurance coverage for permanent employees, riot & strike damage, malicious damage, aircraft damage, explosion and impact damage. So, risk of damages is mitigated.

w) Absence of assurance that directors will continue its engagement with Company after expiry of lock in period.

The Company may be exposed to certain risk to operate its day-to-day business operations if current directors’ engagement shall not continue after expiry of lock in period.

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Management Perception: The directors are involved in the business for long time and they will continue the business after expiry of lock in period.

x) Ability to pay any dividends in future will depend upon future earnings, financial condition, cash flows, working capital requirements and capital expenditure.

The ability to pay dividend depends on the revenue generation of the company. Any future dividend payment depends on the future revenue generation and any earnings that are not favorable in future could hinder future financial stability of the company.

Management Perception: ATL is a growing company with a good profitability track record for a long time. Its profitability is on uptrend. So, the management belief that ATL will be able to pay dividend from its 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 of losses and bankruptcy in worst case scenario.

Management Perception: ATL has no history of non-operation in the past. The Company is an independent body. It has been in operation by its Memorandum & Articles of Association and other applicable laws Implemented by the Government. Besides, the Company’s financial strength is satisfactory. It has very experienced Directors and Management team to make the Company more efficient and stronger in market capturing. So, the chance of becoming non-operative of the Company is very less.

z) Risks related to engagement in new type of business, if any.

Starting a new business involves some uncertainty and taking a few risks. Types of risk vary from business to business. Every business has some inherent risk such as market risk, financial risk and risk of new entrants with its competitors. Moreover, new business faces significant financial risk due to higher targets projected in the financial projection and lack of working capital. If the business does not succeed, a new business owner could possibly face financial ruin.

Management Perception: ATL has strong management personnel who have vast diversified knowledge different type of industry such as RMG, Accessories, Real Estate, Agro Machineries, Jute etc. Moreover, the management possesses strong capacity to operate business in those industries effectively, efficiently & profitably, so the risks related to engagement in new type of business is less.

aa) Risk in investing the securities being offered with comparison to other available investment options.

Investment in securities incorporates a certain degree of risk. Moreover, there are other investment options available in the market. Investing in new securities than the existing proven securities always entails a certain level of risks.

Management Perception: ATL is a profitable entity over long time and the management operate the business efficiently. There is a presence of certain degree of risk associated with investing in the securities in the capital market. The potential investors are requested to carefully read the RHP and understand the business potential of the company before making investment decision.

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bb) Any penalty or action taken by any regulatory authorities for non-compliance with provisions of any law.

Non-compliance with the provisions of any laws imposed by regulatory authorities will expose the company to legal actions or penalty.

Management Perception: There were no such penalty or action 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 amount, 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 business operation of The Company as well as may create future potential financial losses. Management Perception: The Company does not have any litigations relating to Tax, VAT and other Government claim against the company. dd) Registered office or factory building or place of operation is not owned by the issuer. Not owning registered office or factory building or place of operation could expose the issuer to Management Perception: Registered office, factory building and place of operation is owned by ATL and there is no risk associated with this issue. ee) Lack of renewal of existing regulatory permissions/ licenses. Expiration of regulatory permission or licenses may hamper the day to day operation of business. Management Perception: The Company takes necessary actions to keep its all regulatory permissions/licenses updated. ff) Failure in holding AGM or declaring dividend or payment of interest by any listed securities of the issuer or any of its subsidiaries or associates. Failure in holding AGM indicates non-compliance of rules and failure of declaring dividend impact on shareholders expectations and failure of payment of interest indicates week cash management of the Company. Management Perception: The company has no listed securities or subsidiaries or associates. The issuer is holding AGM regularly, therefore, there is no risk arising from failure in holding AGM or declaring dividend or payment of interest. gg) Issuances of securities at lower than the IPO offer price within one year. Issuing securities at lower price than IPO offer price within one year may create misconception about the price of IPO. Management Perception: The above-mentioned required information will be furnished after determination of the cut-off price.

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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 application for public issue of any securities of the issuer may hinder confidence of the Company or convey negative impression about the financial status to the shareholders. Management Perception: There was no 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.

II. External Risk Factors: a) Interest Rate Risks: Interest rate risk concerned with borrowed funds of short term and long-term maturity, volatility of money market, which ultimately influences the interest rate structure of fund. Management Perception: ATL is currently carrying both long term and short-term loans. All the facilities are subject to revision with change of interest rates in the market. The exposure will be minimized as ATL plans to retire some portion of the debt gradually in the following years. The Management of the Company is always aware of interest rate. If the interest rate increases the cost of credit fund will increase. As ATL is a growing company it has to use debt to fuel the growth. It has an efficient treasury management department to manage treasury related issues. In addition, the company emphasizes on equity-based financing to reduce the dependence on bank borrowings. Moreover, the company is confident of meeting its need for future expenses from its internal sources. Therefore, the management perceives that the fluctuation of interest rate would have little impact upon the performance of the company. Furthermore, after the proposed IPO, the financial cost of the Company will be reduced which will impact the profitability of the Company positively. b) Exchange Rate Risks: Devaluation of local currency against major international currencies i.e. USD, GBP and Euro may affect company’s income. Management Perception: Volatility of Taka against USD, GBP and Euro and recent trend of local currency devaluation may expose foreign currency risk. In such cases, the management of the company is confident to significantly cushion the foreign currency risk and price escalation risk through forward contracts if it is justifiable in terms of the cost benefit analysis. ATL earns its revenue in foreign currency, thereby creating in built hedging scopes. Besides, in case of significant BDT devaluation in order to keep the cost to minimum, appropriate and responsible hedging mechanisms are developed and applied as necessary. Therefore, Management believes exchange rate fluctuation is not going to hamper profitability of the Company. c) Industry Risks: Volatility of Yarn Prices in Local and International Market: The company’s major raw material is yarn. Currently, it completely depends on external vendors for procurement of yarn. As price of yarn largely depends on production of cotton which in turn is dependent upon environmental conditions, company’s cash flows and profitability might adversely be affected at any point of time. Management Perception: Price volatility of cotton and yarn in international market is a common phenomenon, which affects, more or less, all operators belonging to this particular industry segment. So, the nature of relative competency is expected to remain

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the same. However, the management is always watchful about timely yarn procurement from both domestic and foreign markets. The history of efficient yarn procurement establishes the superior sourcing ability of the management. Labor Unrest: Inherently Bangladesh Textile and Garments sector has been affected by labor unrest that might go up to threaten the long-run sustenance of the industry. Any incident of labor unrest would adversely affect the company’s operation as well. Most damage might be done in the part of reputation in terms of timely delivery of quality product to foreign buyers. This may affect the long-run profitability of the company as well. Management Perception: The company practices advanced HR policies, and maintains motivating and agile working environment. Regular orientation programs are conducted through on-the-job trainings with supervision of top officials. The organization always pays all wages, salaries and festival bonuses regularly and on time. Besides, the workers are provided with regular attendance of a doctor at the factory premises. All the above factors certainly create labor-friendly environment that translate into incremental productivity and uninterrupted working atmosphere. Overall, The Company intends to ensure good labor practices in the factory. Since inception, there has not been any incidence of labor unrest or vandalism in the factory premises. Since the business operation of the Company is closely monitored and compliance status is rechecked by the international buyers, the company needs to adhere to all the local labor laws, ILO conventions, and buyer specific requirements strictly. Risks related to Non-availability of Electricity and Other Utilities: Management Perception: Besides public sources of electricity, ATL has its own power generation system. The Company has implemented automated load balancing, monitoring and management tools that intelligently shifts the usage of generators and UPSs thus increasing the life expectancy and efficient use of power. Like all other businesses ATL depends on other utilities. So, impact of non-availability of other utilities will be as like as that of all other business. d) Economic and Political risks: Economic risks: Economic risk is the risk that is associated with the influence of financial and other economic factors on the operation of an entity. Assessment of economic risks is crucial in assessing the overall risk of the business of an entity. Economic risks have a direct impact on the revenues and expenses amount and accordingly the company’s profits. Main types of economic risks include risk of rising prices for raw materials and energy, risk of minimum wages increasing, risk of higher taxes and duties rates, etc. Management Perception: Bangladesh economy is booming for last few years. Consistent industrial growth along with increased industrial production has made the Per Capita Income higher than that of recent years. In addition, favorable government policies and industry friendly policies by other regulatory bodies have proved to be congenial to the economy of the country. Political risks: Political risk refers to the risk that an entity's returns could suffer as a result of political changes or instability in a country. Instability affecting returns could stem from a change in government, legislative bodies, other foreign policy makers or military control. Political risks are extremely hard to quantify because there are limited sample sizes or case studies when discussing a particular country. Some political risks can be insured against through international agencies. The outcome of a political risk could drag down returns or even go so far as to remove the ability to withdraw capital from an investment. Any instance of political turmoil and disturbance in the country may adversely affect the economy in general.

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Management Perception: Political risk affects the economy of a country. It’s beyond the control the management of a company. As it is a non-controllable factor, management of ATL always tries to avoid or reduce the consequences of the risk. So, management of the company is always concerned about the prevailing and upcoming further changes in the global or national policy and shall response appropriately and timely to safeguard its interest. e) Market and Technology-related Risks: Market and technology-related risks arise for any industrial concern as it keeps itself aligned with innovation. Market risk arises mainly due to decrease in demand of the products which would harm the performance of the company. The demand for new and cost-effective technology may render the existing technology obsolete, which may cause negative impact on the performance of the Company. Management Perception: Although currently the company’s exports go to Europe and USA, ATL is focusing on other overseas markets with a view to a more diversified client base. Management is constantly putting emphasis on building brand equity in international markets, which will provide the company with greater flexibility in terms of demand and price elasticity. Besides government incentives, the company enjoys competitive advantages over its foreign competitors in terms of labor cost. ATL’s factory is equipped with good machineries and technology to cope with the modern textile world. Majority of its machinery is imported from globally famed manufacturers. The machineries of the companies are very sophisticated and state-of-the-art technology. The Company believes that there is very low probability that the technology of its existing machineries will become obsolete in near future. Furthermore, the company will be constantly adding new machinery in its factory for maintaining its production quality and volume. f) Potential or existing government regulations: Companies of Bangladesh operates under various laws like Companies Act, 1994, taxation related laws and rules, rules of Bangladesh Securities and Exchange Commission etc. Any abrupt changes of the policies formed by those bodies may impact the business of the company adversely. Management perception: Textile sector is one of the largest foreign currency earning sector which is always under focus by Government monitoring. The government of Bangladesh has given emphasize on the development of textile sector through liberalization of policies, privatizations, entrepreneurship development, fiscal incentives, lessen tax burden, Bonded warehouse facilities for raw material import, export subsidy, focusing on infrastructure development and many policy support. The management highly believes it is unlikely that the Government will initiate any fiscal measure having an adverse effect on the growth of the industry. So current Govt. regulation is favorable for this sector development and it is expected that it shall be continued in near future. Finally, any changes in VAT, tax, or duty structure will affect all the operators in the industry. However, ATL has the greater resistance ability due to its cost-efficient operation process. g) Potential or existing changes in global or national policies; The performance of companies may be affected by the political and economic instability both in Bangladesh and worldwide. Any instance of political turmoil and disturbance in the country may adversely affect the economy in general. Management perception: The risk due to changes in global or national policies is beyond control of any company. Yet the Company is well prepared to adopt new policies and preventive measures as and when required to reduce such risks. Furthermore, political unrest due to strikes and mass protests may have a negative impact on any business. However, electricity service being considered a daily necessity is most often kept out of obstruction. Most importantly, adequate risks are

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covered under the insurance agreement with the insurance companies, to compensate for all the potential damages. h) Statutory clearances and approvals those are yet to be received by the issuer: Statutory clearances and approvals are required by the issuer to operate the business smoothly and efficiently. Management Perception: ATL has collected all the statutory clearance and approval to operate the business. The necessary update and renewal is a continuous process. Hence, there is a limited degree of such risk associated with the company. i) Competitive condition of the business: A company of a particular sector might have to face stiff competition from its competitors. Easily availability of global products in the local markets accelerates the competition, challenging the profitability of the business. Management Perception: Bangladesh is the prime source of 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 its 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 business of the issuer. Complementary and supplementary product/services may have an impact on the sale of existing product/services of the issuer. Management Perception: At present, there are no Complementary and supplementary products/services which may have an impact on business of the issuer. In future, if necessary, management may diversify the product to be competitive over the competitors.

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SECTION: XXI DESCRIPTION OF THE ISSUE

(a) Issue Size: : BDT 2,000,000,000

(b) Number of securities to be issued : [•]

(C) Authorized capital and paid-up capital : Authorized capital - BDT 2,000,000,000

Paid-up capital - BDT 803,700,000

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

:

Face Value- BDT 10/-

Cut-Off Price- [•]

Public Offering Price- [•]

Premium- [•]

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

: [•]

(f) Holding structure of different classes of securities before and after the issue:

SL. No. Category of Shareholders No. of Shares Percentage (%)

Before IPO After IPO Before IPO After IPO

1. Directors & Sponsors 61,607,500 [•] 76.66% [•]

2. Institutional 15,200,000 [•] 18.91% [•]

3. Mutual fund - [•] - [•]

4. Individual 3,562,500 [•] 4.43% [•]

5. Non-Resident Bangladeshis (NRBs) - [•] - [•]

(g) Objective of the issue including financing requirements and feasibility in respect of enhanced paid-up capital: Objective of the issue including financing requirements and feasibility in respect of enhanced paid-up capital incorporated are available in the Section- XXII under the head of “Use of Proceeds”.

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SECTION: 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: Considering the huge business prospect of textiles sector in the context of Bangladesh, Aman Tex Limited (ATL) has planned to increase its capacity through procurement of machineries as well as civil construction for the expansion project. The Company will raise BDT 2,000 million from IPO. The IPO proceeds will be used as under:

Sl. No. Particulars of Machineries Amount in BDT

1. Estimated Cost for Procurement of Machineries 936,468,394

2. Estimated Cost for Building and Civil Construction 326,600,000

3. Partial Repayment of Long-term Loan 666,600,000

4. Estimated IPO Expenses 70,331,606

Total 2,000,000,000

BREAKDOWN OF USE OF IPO PROCEEDS: Estimated Cost for Procurement of Machineries:

Sl. No. Particulars of Machineries Amount in BDT

1. FUKUHARA HIGH SPEED SINGLE KNIT OPEN WIDTH CIRCULAR KNITTING MACHINE (15 Sets)

104,469,557

2. FUKUHARA 3-THREAD FLEECE MACHINE. (4 Sets) 25,060,616

3. FUKUHARA DOUBLE JERSEY RIB CIRCULAR KNITTING MACHINE (6 Sets) 41,138,662

4. EXCHANGE DIAL & CYLINDER FOR MODEL: M-ER22 (6 Sets) 9,435,473

5. DYEING MACHINERIES (20 Sets) 451,040,000

6. GARMENT MACHINERIES (1250 Sets) 197,837,970

7. MW Gas Generator (1 set) 26,240,000

8. Pre-shipment Inspection (0.5%) 4,276,111

9. Marine Insurance (1%) 8,552,223

10. C & F and Inland freight (2.5%) 21,380,557

11. L/C Commission & Bank Charge (0.5%) 4,276,111

12. Import Duty (5%) 42,761,114

Estimated Cost for Procurement of Machineries 936,468,394

Details of Machineries:

KNITTING SECTION:

FUKUHARA HIGH SPEED SINGLE KNIT OPEN WIDTH CIRCULAR KNITTING MACHINE

DIA GAUGE FEEDS Q'TY AMOUNT IN BDT

30" 24GA 96F 02 SETS 15,398,692

32" 24GA 104F 02 SETS 15,700,627

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KNITTING SECTION:

FUKUHARA HIGH SPEED SINGLE KNIT OPEN WIDTH CIRCULAR KNITTING MACHINE


34" 24GA 108F 04 SETS 15,096,757

36" 24GA 116F 04 SETS 32,608,995

38" 24GA 120F 01 SETS 8,303,216

40" 24GA 128F 02 SETS 17,361,270

TOTAL: 15 SETS MACHINE 104,469,557

FUKUHARA 3-THREAD FLEECE MACHINE.


30" 20GA 96F 01 SET 6,038,703

32" 20GA 104F 01 SET 6,189,670

34" 20GA 108F 01 SET 6,340,638

36" 20GA 116F 01 SET 6,491,605


FUKUHARA DOUBLE JERSEY RIB CIRCULAR KNITTING MACHINE


30" 18GA 60F 01 SET 6,416,122

34" 18GA 62F 01 SET 6,642,573

36" 18GA 64F 01 SET 6,793,541

38" 18GA 68F 01 SET 6,944,508

40" 18GA 72F 01 SET 7,095,476

42" 18GA 72F 01 SET 7,246,443


EXCHANGE DIAL & CYLINDER FOR MODEL: M-ER22

DIA GAUGE Q'TY AMOUNT IN BDT

30" 24GA 01 SET 1,207,741

34" 24GA 01 SET 1,358,708

36" 24GA 01 SET 1,509,676

38" 24GA 01 SET 1,660,643

40" 24GA 01 SET 1,811,611

42" 24GA 01 SET 1,887,095

TOTAL: 06 SETS 9,435,473

DYEING SECTION:

PARTICULARS CAPACITY AMOUNT IN BDT

2 MINI SOFT E FABRIC DYEING MACHINE 140/1 10 KG

451,040,000




2 IMASTER FABRIC DYEING MACHINE 140/1 250 KG


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DYEING SECTION:

PARTICULARS CAPACITY AMOUNT IN BDT





GARMENT SECTION:

SI.NO. DESCRIPTION QUANTITY AMOUNTIN BDT

1

BROTHER BRAND MODEL:S-7250A-403 SINGLE NEEDLE DIRECT DRIVE LOCKSTITCHER WITH DIGIFLEX ELECTRONIC FEEDING SYSTEM AND THREAD TRIMMER, COMPLETE SET WITH STANDARD ACCESSORIES. VIETNAM MADE HEAD, CONTROL BOX AND LED LIGHT, MALAYSIA MADE TABLE AND STAND WITH CASTER WHEEL.

410 SETS 85,074,643

2

BROTHER BRAND MODEL: SL-777B-31-64 SINGLE NEEDLE STRAIGHT LOCKSTITCHER WITH SIDE CUTTER (CUTTING WIDTH 1/4 INCH) CHINA MADE HEAD. COMPLETE SET WITH STANDARD ACCESSORIES, CHINA MADE SERVO MOTOR, MALAYSIA MADE TABLE AND STAND.

100 SETS 12,864,946

4

BROTHER BRAND MODEL: T-8452C-403-N64D/G50WD TWIN NEEDLE DIRECT DRIVE LOCK STITCHER WITH THREAD TRIMMER AND SPILT NEEDLE BAR FOR LIGHT AND MEDIUM MATERIAL. CHINA MADE HEAD AND CONTROL BOX, MALAYSIA MADE TABLE AND STAND.

30 SETS 7,220,970

6

PEGASUS BRAND MODEL: M932-70-5X5/D222 CHINA ASSEMBLED HIGH SPEED,2-NEEDLE,5-THREAD, OVERLOCK MACHINE COMPLETE SET WITH CHINA MADE SERVO MOTOR (400W,50H,220V). CHINA MADE TABLE AND STAND WITH STANDARD ACCESSORIES.

100 SETS 12,449,948

7

BROTHER BRAND MODEL: DA-927A-1-264M TWO NEEDLE FEED OFF THE ARM CHAINSTITCHER FOR LIGHT MATERIALS. CHINA MADE HEAD, CHINA MADE SERVO MOTOR, MALAYSIA MADE TABLE AND STAND

30 SETS 6,473,973

8

BROTHER BRAND MODEL: HE-800B-3 ELECTRONIC LOCKSTICH BUTTON HOLER FOR KNIT MATERIAL. VIETNAM MADE HEAD, CONTROL BOX, MALAYSIA MADE TABLE AND STAND.

30 SETS 9,461,960

9

BROTHER BRAND MODEL: BE-438HX-03-S DIRECT DRIVE ELECTORNIC LOCKSTITCH BUTTON SEWER. CHINA MADE HEAD AND CONTROL BOX, MALAYSIA MADE TABLE AND STAND.

30 SETS 8,714,963

10

BROTHER BRAND MODEL: KE-430HS-03-S DIRECT DRIVE ELECTRONIC LOCKSTITCH BAR TACKER FOR LIGHT AND MEDIUM MATERIAL. CHINA MADE HEAD AND CONTROL BOX, MALAYSIA MADE TABLE AND STAND.

30 SETS 6,473,973

11

KANSAI SPECIAL BRAND MODEL: DFB-1404 PSF 4-NEEDLE, DOUBLE CHAINSTITCH FLATBED MACHINE, WITH SMOOTH PULLER FOR SHIRT FRONT.JAPAN MADE HEAD AND STANDARD ACCESORIES COMPLETE SET WITH 400W, 50HZ, 220V, CHINA MADE CLUTCH MOTOR, TABLE & STAND WITH CASTER WHEEL.

20 SETS 3,070,987

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GARMENT SECTION:

SI.NO. DESCRIPTION QUANTITY AMOUNTIN BDT

12

NISHO BRAND MODEL: NJ-3800 CHINA MADE TWIN NEEDLE DOUBLE CHAIN STITCH MACHINE WITH STANDARD ACCESSORIES.CHINA MADE SERVO MOTOR, TABLE AND STAND WITH CASTER WHEEL.

20 SETS 1,211,795

13 NISSIN BRAND MODEL: NT-720 SINGAPORE MADE, COLLAR POINT TURNING MACHINE COMPLETE SET AND STANDARD ACCEESSORIES.

40 SETS 4,149,983

15 HASHIMA BRAND MODEL: HP-450MS VIETNAM MADE FUSHING MACHINE (FUSING WIDTH 45cm)

20 SETS 4,066,983

17 KM BRAND MODEL: KS AU-V 8" JAPAN MADE INDUSTRIAL CLOTH CUTTING MACHINE COMPLETE SET WITH STANDARD ACCESSORIES.

20 SETS 1,626,793

19 EASTMAN BRAND MODEL:EC-9, U.S.A. MADE, END CUTTER MACHINE COMPLETE SET WITH STANDARD ACCESSPRIES.

20 SETS 1,991,992

20 NISHO BRAND MODEL NH-6162 CHINA MADE INDUSTRIAL ALL STEAM IRON COMPLETE SET WITH DOUBLE HOSE AND STANDARD ACCESSORIES.

100 SETS 9,959,958

21

NISHO BRAND MODEL: NH-1265B CHINA MADE INDUSTRIAL VACCUAM IRONING TABLE WITH BUCK COMPLETE SET WITH STANDARD ACCESSORIES. (TABLE SIZE: 1200X650mm)

100 SETS 8,299,965

22 HASHIMABRAND MODEL:HN-30 CHINA MADE HANDY TYPE NEEDLE DIRECTOR MACHINE COMPLETE SET AND STANDARD ACCESSORIES.

20 SETS 1,659,993

24 NISHO BRAND MODEL: NH-TS 5600 CHINA MADE THREAD SUCTION MACHINE COMPLETE SET WITH STANDARD ACCESSORIES.

40 SETS 4,149,983

25 NISHO BRAND MODEL: NW-40C CHINA MADE 4 HEAD THREAD RECONING MACHINE

30 SETS 3,062,687

26 NISHO BRAND MODEL: NH SB 47 CHINA MADE PNEWMATIC SNAP ATTACHING MACHINE COMPLETE SET WITH STANDARD ACCESSORIES.

30 SETS 2,863,488

27 HASHIMA BRAND MODEL: HP-450MS VIETNAM MADE FUSHING MACHINE (FUSING WIDTH 45cm)

30 SETS 2,987,987

TOTAL AMOUNT 1250 SETS 197,837,970

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GAS GENERATOR:

DESCRIPTION OF MATERIALS PRICE

CATERPILLAR G3516 TURBOCHARGED AFTERCOOLED PACKAGE GAS

GENERATOR SET, 1030 EKW (1288KVA), CONTINUOUS RATING, 1500

RPM, 50 HZ. 400 VOLTS, 3 PHASE, 4 WIRE, 0.8 POWER FACTOR AND

FOLLOWING ATTACHMENTS AS STANDARD ACCESSORIES:

CATERPILLAR G3516 ENGINE

SR4B BRUSHLESS ALTERNATOR

GENERATOR CONTROL PANEL

PLATE HEAT EXCHANGER

COOLING TOWER

EXHAUST SILENCER WITH FLANGES

BATTERY WITH CHARGER

STANDARD SPARE PARTS (8000 OH)

MOUNTING ELEMENT SET

TOTAL PRICE UPTO C&F CHITTAGONG PORT FOR 1 (ONE) UNIT AS PACKAGES = BDT 26,240,000

ESTIMATED COST FOR BUILDING AND CIVIL CONSTRUCTION:

Sl. No. Particulars Amount in BDT

01 Main Factory Building & Storage Area (125,000 + 25,000) = 150,000 sft @ Tk. 2,000/sft

300,000,000

02 Utility building 1,800 sft. @ Tk. 2,000/sft 3,600,000

03 Office Area 1,500 sft. @ Tk. 2,000/sft 3,000,000

04 ETP 10,000 sft. @ 2,000/sft 20,000,000

Estimated Cost for Building and Civil Construction: 326,600,000

Civil Construction (Breakup)

01.00 Construction of proposed Main Factory Building (125000 sft) + Store area (25000 sft)

Area of floor sft 150,000

Casting & other work TK 236,837,015

Ms Rod work TK 63,162,985

Total Amount TK 300,000,000

1. Earth Excavation

SL No Qty Length (ft) Weight (ft) Hight (ft) Total volume (cft) Tk/cft Amount (Tk)

F1 46.00 21.67 19.00 10.00 189395.80 25.00 4,734,895

F1A 5.00 21.00 21.30 10.00 22365.00 25.00 559,125

F2 1.00 21.42 18.80 10.00 4026.96 25.00 100,674

F2A 1.00 19.50 15.50 10.00 3022.50 25.00 75,563

F3 1.00 19.00 16.70 10.00 3173.00 25.00 79,325

F4 1.00 16.25 13.92 10.00 2262.00 25.00 56,550

F5 1.00 16.50 16.50 10.00 2722.50 25.00 68,063

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1. Earth Excavation


F6 1.00 13.50 13.50 10.00 1822.50 25.00 45,563

F7 1.00 23.67 13.00 10.00 3077.10 25.00 76,928

F8 1.00 28.50 25.50 10.00 7267.50 25.00 181,688

F9 1.00 28.00 23.00 10.00 6440.00 25.00 161,000

CF1 1.00 24.33 17.00 10.00 4136.10 25.00 103,403

Total Amount 6,242,774

2. CC work under footing

SL No Qty Length x weight(ft) Hight (ft) Total volume (sft) Tk/sft Amount (Tk)

All 1.00 25657.00 0.00 25657.00 25.00 641,425

Total Amount 641,425

3. Footing work (Casting)


F1 46.00 18.67 17.00 3.75 54749.78 290.00 15,877,435

F1A 5.00 18.00 16.33 3.58 5261.53 290.00 1,525,843

F2 1.00 15.42 14.75 3.16 718.73 290.00 208,431

F2A 1.00 16.50 14.50 3.00 717.75 290.00 208,148

F3 1.00 15.00 12.67 3.00 570.15 290.00 165,344

F4 1.00 12.25 9.92 2.25 273.42 290.00 79,292

F5 1.00 12.50 12.50 2.50 390.63 290.00 113,281

F6 1.00 9.50 9.50 1.75 157.94 290.00 45,802

F7 1.00 19.67 9.00 2.00 354.06 290.00 102,677

F8 1.00 24.50 18.50 3.00 1359.75 290.00 394,328

F9 1.00 24.00 19.00 3.00 1368.00 290.00 396,720

CF1 1.00 23.33 14.00 3.00 979.86 290.00 284,159


4. Column work below GL. (Casting)


C1 1.00 0.83 3.33 12.67 35.02 300.00 10,506

C2 1.00 0.83 3.33 12.67 35.02 300.00 10,506

C3 1.00 1.17 3.50 12.67 51.88 300.00 15,565

C4 1.00 1.17 3.50 12.67 51.88 300.00 15,565

C5 7.00 1.83 3.50 12.67 568.06 300.00 170,418

C6 43.00 1.83 3.50 12.67 3489.51 300.00 1,046,852

C7 5.00 1.83 3.50 12.67 405.76 300.00 121,727

W1 1.00 0.83 12.00 12.67 126.19 300.00 37,858

W2 2.00 40.00 1.00 12.67 1013.60 300.00 304,080


05. Ground Floor Soling work

SL No Qty Area (sft) Hight (ft) Total area(sft) Tk/cft Amount (Tk)

01 01 25000.00 25000.00 68.00 1,700,000


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06. Ground Floor casting work

SL No Qty Area (sft) Hight (ft) Total volume (cft) Tk/cft Amount (Tk)

01 01 25000.00 0.67 16750.00 290.00 4,857,500


07. Grade Beam work (Casting)

Mark Qty Length (ft) Weight (ft) Hight (ft) Total volume (cft) Tk/cft Amount (Tk)

GB Short 11.00 120.67 1.50 1.00 1991.06 290.00 577,406

GB Long 5.00 241.67 1.50 1.00 1812.53 290.00 525,632

GB All 1.00 174.00 1.50 1.00 261.00 290.00 75,690


08. Column work GL to 1st Floor Slab (Casting)


C1 1.00 0.83 3.33 22.00 60.81 300.00 18,242

C2 1.00 0.83 3.33 22.00 60.81 300.00 18,242

C3 1.00 1.17 3.50 22.00 90.09 300.00 27,027

C4 1.00 1.17 3.50 22.00 90.09 300.00 27,027

C5 7.00 1.83 3.50 22.00 986.37 300.00 295,911

C6 43.00 1.83 3.50 22.00 6059.13 300.00 1,817,739

C7 5.00 1.83 3.50 22.00 704.55 300.00 211,365

W1 1.00 0.83 12.00 22.00 219.12 300.00 65,736

W2 2.00 40.00 1.00 22.00 1760.00 300.00 528,000


09. 1st Floor Beam work (Casting)


B1 1.00 28.00 1.17 2.25 73.71 290.00 21,376

B2 1.00 86.50 1.17 2.25 227.71 290.00 66,036

B3A 10.00 129.50 1.17 2.25 3409.09 290.00 988,635

B4 1.00 16.50 0.83 2.00 27.39 290.00 7,943

B5 2.00 53.00 0.83 2.00 175.96 290.00 51,028

B5B 1.00 36.00 0.83 1.75 52.29 290.00 15,164

B6 1.00 262.83 0.83 2.00 436.30 290.00 126,526

B7 2.00 248.75 0.83 2.00 825.85 290.00 239,497

B8 1.00 262.83 0.83 2.00 436.30 290.00 126,526

B9 1.00 262.83 0.83 2.00 436.30 290.00 126,526

B10 2.00 258.00 0.83 2.00 856.56 290.00 248,402

B11 1.00 258.00 0.83 2.00 428.28 290.00 124,201

B12 2.00 235.62 0.83 2.00 782.26 290.00 226,855

B13 1.00 22.33 0.83 2.00 37.07 290.00 10,750

B14A 1.00 241.67 0.83 2.00 401.17 290.00 116,340

B15 1.00 45.00 0.83 2.00 74.70 290.00 21,663

B16 1.00 17.00 0.83 2.00 28.22 290.00 8,184

B17 1.00 16.83 0.83 2.00 27.94 290.00 8,102

B18 1.00 4.00 0.83 2.00 6.64 290.00 1,926

BX 1.00 154.00 0.83 1.17 149.55 290.00 43,369


Page | 220

10. 1st Floor Slab work (Casting)


Slab 1.00 25000.00 0.67 16750.00 290.00 4,857,500


11. Column work 1st to 2nd Floor (14') (Casting)


C1 1.00 0.83 3.33 14.00 38.69 300.00 11,608

C2 1.00 0.83 3.33 14.00 38.69 300.00 11,608

C3 1.00 1.17 3.50 14.00 57.33 300.00 17,199

C4 1.00 1.17 3.50 14.00 57.33 300.00 17,199

C5 7.00 1.83 3.50 14.00 627.69 300.00 188,307

C6 43.00 1.83 3.50 14.00 3855.81 300.00 1,156,743

C7 5.00 1.83 3.50 14.00 448.35 300.00 134,505

W1 1.00 0.83 12.00 14.00 139.44 300.00 41,832

W2 2.00 40.00 1.00 14.00 1120.00 300.00 336,000


12. Column work 2nd to 3rd Floor (11') (Casting)


C1 1.00 0.83 3.33 11.00 30.40 300.00 9,121

C2 1.00 0.83 3.33 11.00 30.40 300.00 9,121

C3 1.00 1.17 3.50 11.00 45.05 300.00 13,514

C4 1.00 1.17 3.50 11.00 45.05 300.00 13,514

C5 7.00 1.83 3.50 11.00 493.19 300.00 147,956

C6 43.00 1.83 3.50 11.00 3029.57 300.00 908,870

C7 5.00 1.83 3.50 11.00 352.28 300.00 105,683

W1 1.00 0.83 12.00 11.00 109.56 300.00 32,868

W2 2.00 40.00 1.00 11.00 880.00 300.00 264,000


13. Column work 3rd to 4th Floor (11') (Casting)


C1 1.00 0.83 3.33 11.00 30.40 300.00 9,121

C2 1.00 0.83 3.33 11.00 30.40 300.00 9,121

C3 1.00 1.17 3.50 11.00 45.05 300.00 13,514

C4 1.00 1.17 3.50 11.00 45.05 300.00 13,514

C5 7.00 1.83 3.50 11.00 493.19 300.00 147,956

C6 43.00 1.83 3.50 11.00 3029.57 300.00 908,870

C7 5.00 1.83 3.50 11.00 352.28 300.00 105,683

W1 1.00 0.83 12.00 11.00 109.56 300.00 32,868

W2 2.00 40.00 1.00 11.00 880.00 300.00 264,000


Page | 221

14. Column work 4th to 5th Floor (11') (Casting)


C1 1.00 0.83 3.33 11.00 30.40 300.00 9,121

C2 1.00 0.83 3.33 11.00 30.40 300.00 9,121

C3 1.00 1.17 3.50 11.00 45.05 300.00 13,514

C4 1.00 1.17 3.50 11.00 45.05 300.00 13,514

C5 7.00 1.83 3.50 11.00 493.19 300.00 147,956

C6 43.00 1.83 3.50 11.00 3029.57 300.00 908,870

C7 5.00 1.83 3.50 11.00 352.28 300.00 105,683

W1 1.00 0.83 12.00 11.00 109.56 300.00 32,868

W2 2.00 40.00 1.00 11.00 880.00 300.00 264,000


15. Column work 5th to 6th Floor (11') (Casting)


C1 1.00 0.83 3.33 11.00 30.40 300.00 9,121

C2 1.00 0.83 3.33 11.00 30.40 300.00 9,121

C3 1.00 1.17 3.50 11.00 45.05 300.00 13,514

C4 1.00 1.17 3.50 11.00 45.05 300.00 13,514

C5 7.00 1.83 3.50 11.00 493.19 300.00 147,956

C6 43.00 1.83 3.50 11.00 3029.57 300.00 908,870

C7 5.00 1.83 3.50 11.00 352.28 300.00 105,683

W1 1.00 0.83 12.00 11.00 109.56 300.00 32,868

W2 2.00 40.00 1.00 11.00 880.00 300.00 264,000


16. Column work Above 6th Floor (Casting)


C1 1.00 0.83 3.33 22.00 60.81 300.00 18,242

C2 1.00 0.83 3.33 22.00 60.81 300.00 18,242

C3 1.00 1.17 3.50 22.00 90.09 300.00 27,027

C4 1.00 1.17 3.50 22.00 90.09 300.00 27,027

C5 7.00 1.83 3.50 11.00 493.19 300.00 147,956

C6 43.00 1.83 3.50 11.00 3029.57 300.00 908,870

C7 5.00 1.83 3.50 11.00 352.28 300.00 105,683

W1 1.00 0.83 12.00 22.00 219.12 300.00 65,736

W2 2.00 40.00 1.00 22.00 1760.00 300.00 528,000


17. Typical Floor (5 Nos floor) Beam work (Casting)


B1 5.00 28.00 1.17 2.25 368.55 290.00 106,880

B2 5.00 86.50 1.17 2.25 1138.56 290.00 330,181

B3 50.00 129.50 1.17 2.25 17045.44 290.00 4,943,177

B4 5.00 16.50 0.83 2.00 136.95 290.00 39,716

B5 10.00 53.00 0.83 2.00 879.80 290.00 255,142

B5B 5.00 36.00 0.83 1.75 261.45 290.00 75,821

B6 5.00 262.83 0.83 2.00 2181.49 290.00 632,632

B7 10.00 248.75 0.83 2.00 4129.25 290.00 1,197,483

Page | 222

17. Typical Floor (5 Nos floor) Beam work (Casting)


B8 5.00 262.83 0.83 2.00 2181.49 290.00 632,632

B9 5.00 262.83 0.83 2.00 2181.49 290.00 632,632

B10 10.00 258.00 0.83 2.00 4282.80 290.00 1,242,012

B11 5.00 258.00 0.83 2.00 2141.40 290.00 621,006

B12 10.00 235.62 0.83 2.00 3911.29 290.00 1,134,275

B13 5.00 22.33 0.83 2.00 185.34 290.00 53,748

B14A 5.00 241.67 0.83 2.00 2005.86 290.00 581,700

B15 5.00 45.00 0.83 2.00 373.50 290.00 108,315

B16 5.00 17.00 0.83 2.00 141.10 290.00 40,919

B17 5.00 16.83 0.83 2.00 139.69 290.00 40,510

B18 5.00 4.00 0.83 2.00 33.20 290.00 9,628

BX 5.00 154.00 0.83 1.17 747.75 290.00 216,847

BY 5.00 217.50 0.83 1.50 1353.94 290.00 392,642


18. Typical Floor Slab (5 nos floor) work (Casting)


Slab 5.00 25000.00 0.67 83750.00 290.00 24,287,500


19. Stair work (Casting)

SL No Qty Volume (sft) Nos flight Total volume (cft) Tk/cft Amount (Tk)

Slab 3.00 51.00 18.00 2754.00 290.00 798,660


20. Brick Wall 10''

Outer wall: Front Side

SL No Qty Normal (Cft) Machine (Cft) Normal- Tk/cft Machine Tk/cft Amount (Tk)

1st floor 1.00 0.00 2559.72 0.00 135.00 345,562

2nd floor 1.00 1854.00 163.51 110.00 135.00 226,014

3rd floor 1.00 1854.00 163.51 110.00 135.00 226,014

4th floor 1.00 1854.00 163.51 110.00 135.00 226,014

5th floor 1.00 1854.00 163.51 110.00 135.00 226,014

6th floor (Store) 1.00 1854.00 163.51 110.00 135.00 226,014


21. Brick Wall 10''

Outer wall: Back Side


1st floor 1.00 0.00 2220.25 0.00 135.00 299,734

2nd floor 1.00 1850.07 0.00 110.00 135.00 203,508

3rd floor 1.00 1850.07 0.00 110.00 135.00 203,508

4th floor 1.00 1850.07 0.00 110.00 135.00 203,508

5th floor 1.00 1850.07 0.00 110.00 135.00 203,508

6th floor (Store) 1.00 1850.07 0.00 110.00 135.00 203,508


Page | 223

22. Brick Wall 10''

Outer wall: North Side


1st floor 1.00 986.00 145.25 110.00 135.00 128,069

2nd floor 1.00 732.89 124.83 110.00 135.00 97,470

3rd floor 1.00 732.89 124.83 110.00 135.00 97,470

4th floor 1.00 732.89 124.83 110.00 135.00 97,470

5th floor 1.00 732.89 124.83 110.00 135.00 97,470

6th floor (Store) 1.00 732.89 124.83 110.00 135.00 97,470


23. Brick Wall 10''

Outer wall: South Side


1st floor 1.00 1217.61 0.00 110.00 135.00 133,937

2nd floor 1.00 895.57 0.00 110.00 135.00 98,513

3rd floor 1.00 895.57 0.00 110.00 135.00 98,513

4th floor 1.00 895.57 0.00 110.00 135.00 98,513

5th floor 1.00 895.57 0.00 110.00 135.00 98,513

6th floor (Store) 1.00 895.57 0.00 110.00 135.00 98,513


24. Brick Wall 5''

Inside wall:

SL No Qty Normal (sft) wall Glass (Sft) Normal- Tk/sft Glass- Tk/sft Amount (Tk)

1st floor 1.00 5049.00 0.00 75.00 0.00 378,675

2nd floor 1.00 8151.00 0.00 75.00 0.00 611,325

3rd floor 1.00 6071.00 0.00 75.00 0.00 455,325

4th floor 1.00 6071.00 0.00 75.00 0.00 455,325

5th floor 1.00 6071.00 0.00 75.00 0.00 455,325

6th floor (Store) 1.00 7073.00 0.00 75.00 0.00 530,475


25. Plaster work

SL No Qty Length x Hight (sft) Weight (ft) Total volume (sft) Tk/cft Amount (Tk)

1st floor 1.00 5179.20 0.00 5179.20 35.00 181,272

2nd floor 1.00 5332.53 0.00 5179.20 35.00 181,272

3rd floor 1.00 5332.53 0.00 5179.20 35.00 181,272

4th floor 1.00 5332.53 0.00 5179.20 35.00 181,272

5th floor 1.00 5332.53 0.00 5179.20 35.00 181,272

6th floor (Store) 1.00 5332.53 0.00 5179.20 35.00 181,272


26. Window Grill

SL No Qty Grill (sft) Total volume (sft) Tk/sft Amount (Tk)

1st floor 1.00 2475.00 2745.00 135.00 370,575

2nd floor 1.00 2651.00 2751.00 135.00 371,385

3rd floor 1.00 2651.00 2751.00 135.00 371,385

4th floor 1.00 2651.00 2751.00 135.00 371,385

5th floor 1.00 2651.00 2751.00 135.00 371,385

Page | 224

26. Window Grill

SL No Qty Grill (sft) Total volume (sft) Tk/sft Amount (Tk)

6th floor (Store) 1.00 2651.00 2751.00 120.00 330,120


27. Aluminium & Glass Window

SL No Qty Window (sft) Total volume (sft) Tk/sft Amount (Tk)

1st floor 1.00 2475.00 2745.00 350.00 960,750

2nd floor 1.00 2651.00 2751.00 350.00 962,850

3rd floor 1.00 2651.00 2751.00 350.00 962,850

4th floor 1.00 2651.00 2751.00 350.00 962,850

5th floor 1.00 2651.00 2751.00 350.00 962,850

6th floor (Store) 1.00 2651.00 2751.00 350.00 962,850


28. Carten Glass

SL No Qty Total Area (sft) Tk/sft Amount (Tk)

1st floor 1.00 1049.00 1350.00 1,416,150

2nd floor 1.00 955.00 1350.00 1,289,250

3rd floor 1.00 956.00 1350.00 1,290,600

4th floor 1.00 957.00 1350.00 1,291,950

5th floor 1.00 958.00 1350.00 1,293,300

6th floor (Store) 1.00 959.00 1350.00 1,294,650


29. Door

SL No Main (nos) Normal (nos) Bath. (nos) Main/tk Normal/tk Bath./tk Amount (Tk)

1st floor 3.00 2.00 21.00 15000.00 5700.00 3900.00 138,300

2nd floor 3.00 2.00 35.00 15000.00 5700.00 3900.00 192,900

3rd floor 3.00 2.00 52.00 15000.00 5700.00 3900.00 259,200

4th floor 3.00 2.00 52.00 15000.00 5700.00 3900.00 259,200

5th floor 3.00 2.00 52.00 15000.00 5700.00 3900.00 259,200

6th floor (Store)

3.00 2.00 25.00 15000.00 5700.00 3900.00 153,900


30. Tiles work

SL No Qty Length (ft) Weight (ft) Hight (ft) Total volume (sft) Tk/sft Amount (Tk)

1st floor 1.00 - - - 35865.00 150.00 5,379,750

2nd floor 1.00 - - - 34605.00 150.00 5,190,750

3rd floor 1.00 - - - 34605.00 150.00 5,190,750

4th floor 1.00 - - - 34605.00 150.00 5,190,750

5th floor 1.00 - - - 34605.00 150.00 5,190,750

6th floor 1.00 - - - 34605.00 150.00 5,190,750

Stair tiles& Lift core

rastic - - - - 35620.00 350.00 12,467,000


Page | 225

31. Wall Tiles work- Toilet Zone

SL No Qty Length (ft) Weight (ft) Hight (ft) Total volume (sft) Tk/cft Amount (Tk)

1st floor 1.00 - - - 1841.00 90.00 165,690

2nd floor 1.00 - - - 4389.00 90.00 395,010

3rd floor 1.00 - - - 4389.00 90.00 395,010

4th floor 1.00 - - - 4389.00 90.00 395,010

5th floor 1.00 - - - 4389.00 90.00 395,010

6th floor 1.00 - - - 2502.50 90.00 225,225


32. Painting work

SL No Qty Length (ft) Weight (ft) Hight (ft) Total volume (sft) Tk/Sft Amount (Tk)

1st floor 1.00 - - - 5632.00 40.00 225,280

2nd floor 1.00 - - - 5179.20 40.00 207,168

3rd floor 1.00 - - - 5179.20 40.00 207,168

4th floor 1.00 - - - 5179.20 40.00 207,168

5th floor 1.00 - - - 5179.20 40.00 207,168

6th floor 1.00 - - - 5179.20 40.00 207,168


33. Bathroom Fals slab (Casting)


WT-1 257.00 - - - 1542.00 300.00 462,600


34. Overhead water tank (Casting)


WT-1 1.00 - - - 950.00 300.00 285,000

WT-2 1.00 - - - 1780.00 300.00 534,000


35. Steel Works (Steel Rack, Chair, Tabel, Machine Foundaction, Stair Railling, Etc.)

SL No Qty (Ton) Total volume (sft) Tk/ton Amount (Tk)

1.00 260.00 - 75000.00 19,500,000


36. Fire Hydrent & Sprinkler System

SL No Qty (Ton) Total volume (sft) Tk/qty Amount (Tk)

1.00 One job - 34463072.00 34,463,072


37. Cargo Lift

SL No Qty (Nos) Total volume (sft) Tk/nos Amount (Tk)

1.00 2 (Two) Nos - 5900000.00 11,800,000


Page | 226

38. Saptic/soal well tank, Plumbing (toilet fitting, fixing) & Water Supply System

SL No Qty Total volume (sft) Tk/cft Amount (Tk)

1.00 One Job - 5500000.00 5,500,000


39. Footing work (Rod)

SL. No. Qty Length (ft) Bar Ømm Bar nos Total (Kg) Tk/kg Amount (Tk)

F1 46.00 30.34

20.00

44.00 46229.25 69.00 3,189,818

46.00 27.00 48.00 44880.07 69.00 3,096,725

F1A 5.00 29.00 42.00 4584.67 69.00 316,342

5.00 25.66 47.00 4539.58 69.00 313,231

F2 1.00 26.00 34.00 665.49 69.00 45,919

1.00 22.50 37.00 626.72 69.00 43,244

F2A 1.00 26.00 33.00 645.92 69.00 44,568

1.00 22.00 38.00 629.36 69.00 43,426

F3 1.00 23.00 29.00 502.13 69.00 34,647

1.00 18.34 34.00 469.43 69.00 32,391

F4 1.00 17.50

16.00

21.00 276.66 69.00 19,090

1.00 12.84 28.00 270.65 69.00 18,675

F5 1.00 18.00 32.00 277.38 69.00 19,139

1.00 18.00 32.00 277.38 69.00 19,139

F6 1.00 12.00 19.00 109.80 69.00 7,576

1.00 12.00 19.00 109.80 69.00 7,576

F7 1.00 32.34 51.00 794.26 69.00 54,804

1.00 11.00 23.00 121.83 69.00 8,407

F8 1.00 42.00

20.00

65.00 2055.20 69.00 141,809

1.00 30.00 48.00 1084.06 69.00 74,800

F9 1.00 41.00 50.00 1543.28 69.00 106,486

1.00 31.00 63.00 1470.26 69.00 101,448

CF1 1.00

14.00 41.00 432.12 69.00 29,816

21.33 16.00

43.00 441.68 69.00 30,476

14.00 16.00 107.87 69.00 7,443


40. Column work below GL. (Rod)

SL. No. Length (ft) Cloumn nos Bar Ømm Bar nos Total (Kg) Tk/kg Amount (Tk)

C1 12.67 1.00

20.00 12.00 114.46 69.00 7,898

40x10 10.66 10.00 16.00 32.23 69.00 2,224

C2 12.67 2.00

20.00 16.00 305.22 69.00 21,060

40x10 10.66 10.00 16.00 64.46 69.00 4,448

C3 12.67 1.00

20.00 20.00 190.76 69.00 13,163

14x42 12.66 10.00 16.00 38.28 69.00 2,641

C4 12.67 1.00

20.00 24.00 228.92 69.00 15,795

14x42 12.33 10.00 16.00 37.28 69.00 2,572

C5 12.67 7.00

20.00 28.00 1869.49 69.00 128,995

22x42 23.00 10.00 16.00 486.78 69.00 33,588

C6 12.67 43.00

20.00 42.00 17226.03 69.00 1,188,596

22x42 26.33 10.00 16.00 3423.14 69.00 236,197

C7 12.67 5.00 20.00 36.00 1716.88 69.00 118,465

Page | 227



22x42 26.33 10.00 16.00 398.04 69.00 27,465

W1

12.67

1.00

20.00 12.00 114.46 69.00 7,898

12.67 16.00 24.00 146.43 69.00 10,104

12.67 10.00 28.00 67.04 69.00 4,626

35.00 10.00 15.00 99.21 69.00 6,845

W2

12.67

1.00

20.00 76.00 724.90 69.00 50,018

12.67 12.00 102.00 350.56 69.00 24,189

75.00 10.00 20.00 283.45 69.00 19,558


41. Ground Floor Rod Work

SL. No. Area (sft) Bar Ømm Total (Kg) Tk/kg Amount (Tk)

G.F Ms Rod 25000.00 10.00 38000.00 69.00 2,622,000


42. Grade Beam work (Rod)

SL. No. Length (ft) Beam nos Bar Ømm Bar nos Total (Kg) Tk/kg Amount (Tk)

GB Short

18''x12''

120.67

11.00

20.00 4.00 3997.08 69.00 275,798

30.00 2.00 496.86 69.00 34,283

120.67 16.00 2.00 1278.42 69.00 88,211

4.66 10.00 146.00 1414.22 69.00 97,581

GB Long

18''x12''

241.67

5.00

20.00 4.00 3638.68 69.00 251,069

54.00 2.00 406.52 69.00 28,050

241.67 16.00 2.00 1163.79 69.00 80,301

4.66 10.00 259.00 1124.22 69.00 77,571

GB 18''x12'’

174.00

1.00

20.00 4.00 523.96 69.00 36,153

43.50 2.00 65.50 69.00 4,519

174.00 16.00 2.00 167.58 69.00 11,563

4.66 10.00 211.00 185.80 69.00 12,820


43. Column work GL to 1st Floor Slab (Rod)


C1

22.00 1.00

20.00 12.00 198.74 69.00 13,713

10.66 10.00 48.00 96.69 69.00 6,672

C2

22.00 2.00

20.00 16.00 529.98 69.00 36,569

10.66 10.00 48.00 193.38 69.00 13,343

C3

22.00 1.00

20.00 20.00 331.24 69.00 22,856

12.66 10.00 48.00 114.83 69.00 7,923

C4

22.00 1.00

20.00 24.00 397.49 69.00 27,427

12.33 10.00 48.00 111.84 69.00 7,717

C5

22.00 7.00

20.00 28.00 3246.16 69.00 223,985

23.00 10.00 48.00 1460.34 69.00 100,763

C6

22.00 43.00

20.00 42.00 29911.01 69.00 2,063,860

26.33 10.00 48.00 10269.42 69.00 708,590

C7

22.00 5.00

20.00 36.00 2981.16 69.00 205,700

26.33 10.00 48.00 1194.12 69.00 82,394

W1 22.00 1.00 20.00 12.00 198.74 69.00 13,713

Page | 228

43. Column work GL to 1st Floor Slab (Rod)


22.00 16.00 24.00 254.26 69.00 17,544

22.00 10.00 28.00 116.40 69.00 8,032

35.00 10.00 48.00 317.46 69.00 21,905

W2

22.00

1.00

20.00 76.00 1258.71 69.00 86,851

22.00 12.00 102.00 608.70 69.00 42,001

75.00 10.00 48.00 680.28 69.00 46,939


44. 1st Floor Beam work (Rod)

SL. No. Length (ft) Bar nos Bar Ømm Beam nos Total (Kg) Tk/kg Amount (Tk)

B1

65.00 4.00

22.00 1.00

236.22 69.00 16,299

65.00 2.00 118.11 69.00 8,150

23.00 1.00 20.90 69.00 1,442

35.00 3.00 95.40 69.00 6,582

11.00 77.00 10.00 160.10 69.00 11,047

B2

86.42 7.00

22.00 1.00

549.61 69.00 37,923

63.50 3.00 173.08 69.00 11,942

41.00 4.00 149.00 69.00 10,281

11.00 233.00 10.00 484.47 69.00 33,428

B3A

129.50 7.00

22.00 10.00

8235.88 69.00 568,276

64.00 3.00 1744.39 69.00 120,363

60.00 4.00 2180.49 69.00 150,454

11.00 350.00 10.00 7277.44 69.00 502,143

B4 16.50 5.00 20.00

1.00 62.13 69.00 4,287

5.33 41.00 10.00 41.31 69.00 2,850

B5

53.00 2.00 20.00

2.00

159.65 69.00 11,016

27.50 4.00 22.00

199.88 69.00 13,792

20.00 2.00 72.68 69.00 5,015

5.33 61.00 10.00 122.92 69.00 8,481

B5B

36.00 2.00 20.00

1.00

54.22 69.00 3,741

36.00 4.00 22.00

130.83 69.00 9,027

46.75 2.00 84.95 69.00 5,861

4.83 71.00 10.00 64.82 69.00 4,473

B6

262.00 4.00 20.00

1.00

789.20 69.00 54,454

397.00 2.00 22.00 721.38 69.00 49,775

5.33 623.00 10.00 627.67 69.00 43,309

B7

248.75 2.00 16.00

2.00

479.30 69.00 33,072

527.30 2.00 22.00 958.14 69.00 66,112

5.33 593.00 10.00 1194.90 69.00 82,448

B8

445.83 2.00 22.00

1.00

810.11 69.00 55,897

412.83 6.00 20.00 1865.29 69.00 128,705

5.33 623.00 10.00 627.67 69.00 43,309

B9

412.83 2.00 22.00

1.00

750.14 69.00 51,760

502.83 2.00 20.00 757.31 69.00 52,254

5.33 623.00 10.00 627.67 69.00 43,309

B10

589.17 2.00 22.00

2.00

2141.13 69.00 147,738

258.00 4.00 16.00 994.24 69.00 68,603

5.33 615.00 10.00 1239.23 69.00 85,507

Page | 229

44. 1st Floor Beam work (Rod)


B11

408.00 2.00 22.00

1.00

741.37 69.00 51,154

258.00 4.00 20.00 777.15 69.00 53,623

5.33 615.00 10.00 619.61 69.00 42,753

B12

386.00 2.00 22.00

1.00

701.39 69.00 48,396

236.00 4.00 20.00 710.88 69.00 49,051

5.33 561.00 10.00 565.21 69.00 38,999

B13

25.67 4.00 22.00

1.00

93.29 69.00 6,437

61.17 2.00 20.00 92.13 69.00 6,357

5.33 76.00 10.00 76.57 69.00 5,283

B14A

147.00 6.00 20.00

1.00

664.19 69.00 45,829

241.00 4.00 22.00 4817.06 69.00 332,377

241.67 2.00 16.00 363.98 69.00 25,115

5.33 121.00 10.00 121.91 69.00 8,412

B15

45.00 6.00 20.00

1.00

203.32 69.00 14,029

32.33 2.00 48.69 69.00 3,360

5.33 121.00 10.00 121.91 69.00 8,412

B16

17.83 5.00 20.00

1.00

67.13 69.00 4,632

8.00 2.00 12.05 69.00 831

5.33 52.00 10.00 52.39 69.00 3,615

B17 16.83 5.00 20.00

1.00 63.37 69.00 4,372

5.33 46.00 10.00 46.35 69.00 3,198

B18 4.00 10.00 20.00

1.00 30.12 69.00 2,078

5.33 13.00 10.00 13.10 69.00 904

BX

247.30 2.00 16.00

1.00

238.25 69.00 16,439

154.00 2.00 20.00 231.94 69.00 16,004

3.33 367.00 10.00 231.01 69.00 15,940

Total Amount 76,425

45. 1st Floor Slab work (Rod)

SL. No. Length (ft) Bar nos Bar Ømm Slab nos Total (Kg) Tk/kg Amount (Tk)

1st Slab

104.00 24.00

10.00 1.00

471.80 69.00 32,555

42.00 7.00 55.57 69.00 3,835

248.75 316.00 14858.26 69.00 1,025,220

90.00 105.00 1786.28 69.00 123,253

241.67 16.00 730.90 69.00 50,432

49.00 8.00 74.10 69.00 5,113

129.42 848.00 20745.08 69.00 1,431,410

62.00 243.00 2847.84 69.00 196,501

74.00 243.00 3399.04 69.00 234,534

45.00 25.00 212.65 69.00 14,673

21.00 12.00 47.63 69.00 3,287

10.33 48.00 93.73 69.00 6,467

74.00 44.00 615.46 69.00 42,467

20.00 22.00 83.17 69.00 5,739

16.00 88.00 266.15 69.00 18,364

25.00 64.00 302.44 69.00 20,868


Page | 230

46. Column work 2nd to 3rd Floor (14') (Rod)


C1 14.00

1.00

20.00 8.00 84.32 69.00 5,818

14.00 16.00 4.00 26.98 69.00 1,861

10.66 10.00 27.00 54.39 69.00 3,753

C2 14.00

2.00

20.00 12.00 252.95 69.00 17,453

14.00 16.00 4.00 26.98 69.00 1,861

10.66 10.00 27.00 108.78 69.00 7,506

C3 14.00 1.00

20.00 20.00 210.79 69.00 14,544

12.66 10.00 27.00 64.59 69.00 4,457

C4 14.00 1.00

20.00 16.00 168.63 69.00 11,636

12.33 10.00 27.00 62.91 69.00 4,341

C5 14.00

7.00

20.00 24.00 1770.63 69.00 122,174

14.00 16.00 4.00 26.98 69.00 1,861

23.00 10.00 27.00 821.44 69.00 56,679

C6 14.00 43.00

20.00 36.00 16315.10 69.00 1,125,742

26.33 10.00 27.00 5776.55 69.00 398,582

C7 14.00 5.00

20.00 30.00 1580.92 69.00 109,084

26.33 10.00 27.00 671.69 69.00 46,347

W1

14.00

1.00

20.00 12.00 126.47 69.00 8,727

14.00 16.00 24.00 161.80 69.00 11,164

14.00 10.00 28.00 74.07 69.00 5,111

35.00 10.00 27.00 178.57 69.00 12,322

W2

14.00

1.00

20.00 76.00 801.00 69.00 55,269

14.00 12.00 102.00 387.36 69.00 26,728

75.00 10.00 27.00 382.66 69.00 26,403


47. Column work 3rd to 4th Floor (11') (Rod)


C1

11.00

1.00

20.00 4.00 33.12 69.00 2,286

11.00 16.00 8.00 42.39 69.00 2,925

10.66 10.00 24.00 48.35 69.00 3,336

C2

11.00

2.00

20.00 12.00 198.74 69.00 13,713

11.00 16.00 0.00 0.00 69.00 -

10.66 10.00 24.00 96.69 69.00 6,672

C3

11.00 1.00

20.00 16.00 132.50 69.00 9,142

12.66 10.00 24.00 57.42 69.00 3,962

C4

11.00 1.00

20.00 16.00 132.50 69.00 9,142

12.33 10.00 24.00 55.92 69.00 3,858

C5

11.00

7.00

20.00 24.00 1391.21 69.00 95,993

11.00 16.00 0.00 0.00 69.00 -

23.00 10.00 24.00 730.17 69.00 50,382

C6

11.00 43.00

20.00 30.00 10682.51 69.00 737,093

26.33 10.00 24.00 5134.71 69.00 354,295

C7

11.00 5.00

20.00 24.00 993.72 69.00 68,567

26.33 10.00 24.00 597.06 69.00 41,197

W1

11.00

1.00

20.00 12.00 99.37 69.00 6,857

11.00 16.00 24.00 127.13 69.00 8,772

14.00 10.00 28.00 74.07 69.00 5,111

Page | 231

35.00 10.00 24.00 158.73 69.00 10,953

W2

11.00

1.00

20.00 76.00 629.36 69.00 43,426

11.00 12.00 102.00 304.35 69.00 21,000

75.00 10.00 24.00 340.14 69.00 23,470


48 Column work 4th to 5th Floor (11') (Rod)


C1

11.00 1.00

16.00 12.00 63.59 69.00 4,387

10.66 10.00 24.00 48.35 69.00 3,336

C2

11.00

2.00

20.00 8.00 132.50 69.00 9,142

11.00 16.00 4.00 42.39 69.00 2,925

10.66 10.00 24.00 96.69 69.00 6,672

C3

11.00 1.00

20.00 16.00 132.50 69.00 9,142

12.66 10.00 24.00 57.42 69.00 3,962

C4

11.00

1.00

20.00 10.00 82.81 69.00 5,714

11.00 16.00 6.00 31.79 69.00 2,194

12.33 10.00 24.00 55.92 69.00 3,858

C5

11.00

7.00

20.00 16.00 927.47 69.00 63,996

11.00 16.00 8.00 296.73 69.00 20,474

23.00 10.00 24.00 730.17 69.00 50,382

C6

11.00 43.00

20.00 24.00 8546.00 69.00 589,674

26.33 10.00 24.00 5134.71 69.00 354,295

C7

11.00

5.00

20.00 16.00 662.48 69.00 45,711

11.00 16.00 8.00 211.95 69.00 14,625

26.33 10.00 24.00 597.06 69.00 41,197

W1

11.00

1.00

20.00 12.00 99.37 69.00 6,857

11.00 16.00 24.00 127.13 69.00 8,772

14.00 10.00 28.00 74.07 69.00 5,111

35.00 10.00 24.00 158.73 69.00 10,953

W2

11.00

1.00

20.00 76.00 629.36 69.00 43,426

11.00 12.00 102.00 304.35 69.00 21,000

75.00 10.00 24.00 340.14 69.00 23,470


49. Column work 5th to 6th Floor (11') (Rod)


C1

11.00 1.00

16.00 12.00 63.59 69.00 4,387

10.66 10.00 24.00 48.35 69.00 3,336

C2

11.00

2.00

20.00 4.00 66.25 69.00 4,571

11.00 16.00 8.00 42.39 69.00 2,925

10.66 10.00 24.00 96.69 69.00 6,672

C3

11.00 1.00

20.00 16.00 132.50 69.00 9,142

12.66 10.00 24.00 57.42 69.00 3,962

C4

11.00

1.00

20.00 4.00 33.12 69.00 2,286

11.00 16.00 12.00 63.59 69.00 4,387

12.33 10.00 24.00 55.92 69.00 3,858

C5

11.00

7.00

20.00 8.00 463.74 69.00 31,998

11.00 16.00 16.00 84.78 69.00 5,850

23.00 10.00 24.00 730.17 69.00 50,382

Page | 232

C6

11.00

43.00

20.00 16.00 5697.34 69.00 393,116

11.00 16.00 8.00 1730.49 69.00 119,404

26.33 10.00 24.00 5134.71 69.00 354,295

C7

11.00

5.00

20.00 8.00 331.24 69.00 22,856

11.00 16.00 16.00 423.90 69.00 29,249

26.33 10.00 24.00 597.06 69.00 41,197

W1

11.00

1.00

20.00 12.00 99.37 69.00 6,857

11.00 16.00 24.00 127.13 69.00 8,772

14.00 10.00 28.00 74.07 69.00 5,111

35.00 10.00 24.00 158.73 69.00 10,953

W2

11.00

1.00

20.00 76.00 629.36 69.00 43,426

11.00 12.00 102.00 304.35 69.00 21,000

75.00 10.00 24.00 340.14 69.00 23,470


50. Column work Above 6th Floor (Rod)


C1

22.00 1.00

16.00 12.00 127.17 69.00 8,775

10.66 10.00 24.00 48.35 69.00 3,336

C2

22.00

2.00

20.00 0.00 0.00 69.00 -

22.00 16.00 12.00 127.17 69.00 8,775

10.66 10.00 24.00 96.69 69.00 6,672

C3

22.00 1.00

20.00 16.00 264.99 69.00 18,284

12.66 10.00 24.00 57.42 69.00 3,962

C4

22.00

1.00

20.00 0.00 0.00 69.00 -

22.00 16.00 16.00 169.56 69.00 11,700

12.33 10.00 24.00 55.92 69.00 3,858

C5

11.00

7.00

20.00 0.00 0.00 69.00 -

11.00 16.00 24.00 127.17 69.00 8,775

23.00 10.00 24.00 730.17 69.00 50,382

C6

11.00

43.00

20.00 0.00 0.00 69.00 -

11.00 16.00 24.00 5191.46 69.00 358,211

26.33 10.00 24.00 5134.71 69.00 354,295

C7

11.00

5.00

20.00 0.00 0.00 69.00 -

11.00 16.00 24.00 635.85 69.00 43,874

26.33 10.00 24.00 597.06 69.00 41,197

W1

22.00

1.00

20.00 12.00 198.74 69.00 13,713

22.00 16.00 24.00 254.26 69.00 17,544

14.00 10.00 28.00 74.07 69.00 5,111

35.00 10.00 24.00 158.73 69.00 10,953

W2

22.00

1.00

20.00 76.00 1258.71 69.00 86,851

22.00 12.00 102.00 608.70 69.00 42,001

75.00 10.00 24.00 340.14 69.00 23,470


51. Typical Floor (5 Nos) Beam work (Rod)


B1

65.00 4.00

22.00 1.00

236.22 69.00 16,299

65.00 2.00 118.11 69.00 8,150

23.00 1.00 20.90 69.00 1,442

Page | 233



35.00 3.00 95.40 69.00 6,582

11.00 77.00 10.00 160.10 69.00 11,047

B2

86.42 7.00

22.00 1.00

549.61 69.00 37,923

63.50 3.00 173.08 69.00 11,942

41.00 4.00 149.00 69.00 10,281

11.00 233.00 10.00 484.47 69.00 33,428

B3

129.50 7.00

22.00 10.00

8235.88 69.00 568,276

64.00 3.00 1744.39 69.00 120,363

60.00 4.00 2180.49 69.00 150,454

11.00 350.00 10.00 7277.44 69.00 502,143

B4 16.50 5.00 20.00

1.00 62.13 69.00 4,287

5.33 41.00 10.00 41.31 69.00 2,850

B5

53.00 2.00 20.00

2.00

159.65 69.00 11,016

27.50 4.00 22.00

199.88 69.00 13,792

20.00 2.00 72.68 69.00 5,015

5.33 61.00 10.00 122.92 69.00 8,481

B5B

36.00 2.00 20.00

1.00

54.22 69.00 3,741

36.00 4.00 22.00

130.83 69.00 9,027

46.75 2.00 84.95 69.00 5,861

4.83 71.00 10.00 64.82 69.00 4,473

B6

262.00 4.00 20.00

1.00

789.20 69.00 54,454

397.00 2.00 22.00 721.38 69.00 49,775

5.33 623.00 10.00 627.67 69.00 43,309

B7

248.75 2.00 16.00

2.00

479.30 69.00 33,072

527.30 2.00 22.00 958.14 69.00 66,112

5.33 593.00 10.00 1194.90 69.00 82,448

B8

445.83 2.00 22.00

1.00

810.11 69.00 55,897

412.83 6.00 20.00 1865.29 69.00 128,705

5.33 623.00 10.00 627.67 69.00 43,309

B9

412.83 2.00 22.00

1.00

750.14 69.00 51,760

502.83 2.00 20.00 757.31 69.00 52,254

5.33 623.00 10.00 627.67 69.00 43,309

B10

589.17 2.00 22.00

2.00

2141.13 69.00 147,738

258.00 4.00 16.00 994.24 69.00 68,603

5.33 615.00 10.00 1239.23 69.00 85,507

B11

408.00 2.00 22.00

1.00

741.37 69.00 51,154

258.00 4.00 20.00 777.15 69.00 53,623

5.33 615.00 10.00 619.61 69.00 42,753

B12

386.00 2.00 22.00

1.00

701.39 69.00 48,396

236.00 4.00 20.00 710.88 69.00 49,051

5.33 561.00 10.00 565.21 69.00 38,999

B13

25.67 4.00 22.00

1.00

93.29 69.00 6,437

61.17 2.00 20.00 92.13 69.00 6,357

5.33 76.00 10.00 76.57 69.00 5,283

B14A

147.00 6.00 20.00

1.00

664.19 69.00 45,829

241.00 4.00 22.00 4817.06 69.00 332,377

241.67 2.00 16.00 363.98 69.00 25,115

5.33 121.00 10.00 121.91 69.00 8,412

Page | 234



B15

45.00 6.00 20.00

1.00

203.32 69.00 14,029

32.33 2.00 48.69 69.00 3,360

22.50 121.00 10.00 514.62 69.00 35,509

B16

17.83 5.00 20.00

1.00

67.13 69.00 4,632

8.00 2.00 12.05 69.00 831

28.30 52.00 10.00 278.17 69.00 19,194

B17 16.83 5.00 20.00

1.00 63.37 69.00 4,372

16.50 46.00 10.00 143.47 69.00 9,899

B18 4.00 10.00 20.00

1.00 30.12 69.00 2,078

5.33 13.00 10.00 13.10 69.00 904

BX

247.30 2.00 16.00

1.00

238.25 69.00 16,439

154.00 2.00 20.00 231.94 69.00 16,004

5.60 367.00 10.00 388.48 69.00 26,805

BY

217.42 2.00 16.00

1.00

209.47 69.00 14,453

217.42 2.00 20.00 327.46 69.00 22,594

3.33 516.00 10.00 324.80 69.00 22,411

Total 3,480,428

Total Amount x 5 nos floor 17,402,141

52. Typical Floor Slab (5 nos) work (Rod)


Slab

104.00 24.00

10.00 1.00

471.80 69.00 32,555

42.00 7.00 55.57 69.00 3,835

248.75 316.00 14858.26 69.00 1,025,220

90.00 105.00 1786.28 69.00 123,253

241.67 16.00 730.90 69.00 50,432

49.00 8.00 74.10 69.00 5,113

129.42 848.00 20745.08 69.00 1,431,410

62.00 243.00 2847.84 69.00 196,501

74.00 243.00 3399.04 69.00 234,534

45.00 25.00 212.65 69.00 14,673

21.00 12.00 47.63 69.00 3,287

10.33 48.00 93.73 69.00 6,467

74.00 44.00 615.46 69.00 42,467

20.00 22.00 83.17 69.00 5,739

16.00 88.00 266.15 69.00 18,364

25.00 64.00 302.44 69.00 20,868

217.42 16.00 657.56 69.00 45,372

62.64 8.00 94.72 69.00 6,536


Total Amount x 5 nos floor 16,333,127

53. Bath room fals slab work (Rod)

SL. No. Length (ft) Bar nos Bar Ømm Bath room nos Total (Kg) Tk/kg Amount (Tk)

01 4.00 10.00

10.00 237.00 1791.95 69.00 123,645

3.50 9.00 1411.16 69.00 97,370


Page | 235

54. Stair work (Rod)

SL. No. Length (ft) Bar nos Bar Ømm flight nos Total (Kg) Tk/kg Amount (Tk)

SB1 17.00 9.00 20.00

8.00 921.73 69.00 63,599

4.33 51.00 10.00 333.94 69.00 23,042

SB2

16.67 3.00 20.00

8.00

301.28 69.00 20,788

16.67 2.00 16.00 128.48 69.00 8,865

26.80 77.00 10.00 3120.57 69.00 215,319

SB3 10.50 12.00 22.00

3.00 343.43 69.00 23,696

4.33 77.00 10.00 189.07 69.00 13,046

Stair

28.70 58.00

10.00 8.00

2517.20 69.00 173,687

14.00 12.00 254.05 69.00 17,529

9.50 72.00 1034.34 69.00 71,370

14.00 25.00 529.27 69.00 36,520

4.00 58.00 350.83 69.00 24,207

32.30 28.00 1367.63 69.00 94,366

14.00 13.00 275.22 69.00 18,990


55. Overhead water tank


W.Tank-1

36.00 32.00

10.00

1.00

217.76 69.00 15,025

3.00 16.00 9.07 69.00 626

11.50 124.00 269.55 69.00 18,599

14.30 62.00 167.59 69.00 11,564

38.00 22.00 158.02 69.00 10,904

17.00 108.00 347.05 69.00 23,946

12.00 62.00 140.63 69.00 9,704

16.80 152.00 482.69 69.00 33,306

75.00 9.00 127.59 69.00 8,804

28.00 9.00 47.63 69.00 3,287

8.50 564.00 906.18 69.00 62,527

W.Tank-2

11.00 163.00 338.92 69.00 23,386

20.50 65.00 251.88 69.00 17,379

32.50 95.00 583.61 69.00 40,269

20.50 108.00 418.50 69.00 28,877

110.00 9.00 187.13 69.00 12,912

5.50 220.00 228.72 69.00 15,782

11.00 37.00 12.00

110.44 69.00 7,620

12.60 46.00 157.27 69.00 10,852


Total Amount x 2 slab (Bottam & Top) 710,734

Page | 236


02.00 Construction of proposed Utility Building


Total cost in Taka TK 3,600,000

01. Earth Excavation

S.L. No. Qty Length (ft) Weight (ft) Hight (ft) Total volume (cft) Tk/cft Amount (Tk)

F1 4.00 6.00 5.75 5.50 759.00 15.00 11,385

F2 10.00 6.25 6.00 5.83 2186.25 15.00 32,794

F3 4.00 8.25 8.25 6.00 1633.50 15.00 24,503

Total Amount 68,681

02. CC work under footing

S.L. No. Qty Length (ft) Weight (ft) Hight (ft) Total volume (cft) Tk/sft Amount (Tk)

All 1.00 785.00 0.00 25.00 19,625

Total Amount 19,625

03. Footing work (Casting)


F1 4.00 5.00 4.75 1.00 95.00 270.00 25,650

F2 10.00 6.25 6.00 1.25 468.75 270.00 126,563

F3 4.00 7.25 7.25 1.50 315.38 270.00 85,151


04. Column work below GL. (Casting)


C1 4.00 1.17 1.42 5.00 33.23 300.00 9,968

C2 10.00 1.17 1.42 5.00 83.07 300.00 24,921

C3 4.00 1.42 1.42 5.00 40.33 300.00 12,098

Total Amount 46,988

05. Grade Beam work (Casting)


GB-1 6.00 43.00 0.92 1.50 356.04 280.00 99,691

GB-2 2.00 48.00 0.92 1.50 132.48 280.00 37,094


06. Column work GL to 1st Floor Slab (Casting)


C1 4.00 1.00 1.25 18.83 94.15 300.00 28,245

C2 10.00 1.00 1.25 18.83 235.38 300.00 70,613

C3 4.00 1.25 1.25 18.83 117.69 300.00 35,306


07. 1st floor Beam work (Casting)


FB1 6.00 43.00 0.92 1.67 396.39 270.00 107,026

FB2 3.00 48.00 0.92 1.67 221.24 270.00 59,735


Page | 237

08. 1ST Floor Slab work (Casting)


Slab 1.00 2064.00 0.41 846.24 280.00 236,947


09 Stair work (Casting)


Slab 6.00 34.00 204.00 280.00 57,120

Total Amount 57,120

10. Brick Wall 10''

Outer wall: Front Side S.L. No. Qty Machine (cft) Machine Tk/cft Amount (Tk)

All 1.00 1432.00 125.00 179,000


11. Brick Wall 10''

Outer wall: Back Side S.L. No. Qty Machine (cft) Machine Tk/cft Amount (Tk)

All 1.00 1450.00 125.00 181,250


12. Brick Wall 10''

Outer wall: West Side S.L. No. Qty Machine (cft) Machine Tk/cft Amount (Tk)

All 1.00 651.00 125.00 81,375

Total Amount 81,375

13. Brick Wall 10''

Outer wall: East Side S.L. No. Qty Machine (cft) Machine Tk/cft Amount (Tk)

All 1.00 629.00 125.00 78,625

Total Amount 78,625

14. Plaster work

S.L. No. Qty Length x Hight(sft) Weight (ft) Total volume (cft) Tk/cft Amount (Tk)

All 1.00 8580.00 - 8580.00 25.00 214,500


15. Window Grill

S.L. No. Qty Grill (sft) Total volume (sft) Tk/cft Amount (Tk)

Window 1.00 152.00 152.00 110.00 16,720

Total Amount 16,720

16. Aluminium & Glass Window

S.L. No. Qty Window (sft) Total volume (sft) Tk/sft Amount (Tk)

Window 1.00 152.00 152.00 285.00 43,320

Luber 1.00 70.50 70.50 285.00 20,093

Total Amount 63,413

Page | 238

17. Door work

S.L. No. Main (nos) Normal (nos) Bath. (nos) Main/tk Normal/tk Bath./tk Amount (Tk)

1st floor

1.00 1.00 2.00 10500.00 5200.00 3500.00 22,700

Total Amount 22,700

18. Painting work

S.L. No. Qty Length (ft) Weight (ft) Hight (ft) Total volume (sft) Tk/cft Amount (Tk)

ALL 1.00 0.00 0.00 0.00 8020.00 25.00 200,500


19. Footing work (Rod)

S.L. No. Qty Length (ft) Bar Ømm Bar nos Total (Kg) Tk/kg Amount (Tk)

F1 4.00 6.00

12.00

16.00 184.92 62.00 11,465

4.00 5.75 15.00 166.14 62.00 10,301

F2 10.00 14.25 23.00 1578.31 62.00 97,856

F3 4.00 16.50 29.00 921.71 62.00 57,146



S.L. No. Hight (ft) Cloumn nos Bar Ømm Bar nos Total (Kg) Tk/kg Amount (Tk)

C1 6.50 4.00

20.00 6.00 117.48 62.00 7,283

40x10 4.16 10.00 16.00 50.33 62.00 3,120

C2 6.83 10.00

20.00 8.00 103.28 62.00 6,404

40x10 4.16 10.00 16.00 125.81 62.00 7,801

C3 7.00 4.00

20.00 8.00 168.68 62.00 10,458

14x42 9.00 10.00 17.00 115.68 62.00 7,172

Total Amount 42,238

21 Grade Beam work (Rod)

S.L. No. Length (ft) Beam nos Bar Ømm Bar nos Total (Kg) Tk/kg Amount (Tk)

GB-1 68.75

6.00

20.00 3.00 931.90 62.00 57,778

43.00 16.00 2.00 248.56 62.00 15,411

4.83 10.00 92.00 503.97 62.00 31,246

GB-2 154.00

3.00

20.00 3.00 1043.73 62.00 64,711

95.00 16.00 2.00 274.57 62.00 17,024

4.83 10.00 195.00 534.10 62.00 33,114


22. Column work GL to 1st floor Beam (Rod)

S.L. No. Hight (ft) Cloumn nos Bar Ømm Bar nos Total (Kg) Tk/kg Amount (Tk)

C1 22.17 4.00

20.00 6.00 400.68 62.00 24,842

4.16 10.00 16.00 50.33 62.00 3,120

C2 22.17 10.00

20.00 8.00 335.25 62.00 20,786

4.16 10.00 16.00 125.81 62.00 7,801

C3 22.17 4.00

20.00 8.00 534.24 62.00 33,123

9.00 10.00 17.00 115.68 62.00 7,172

Total Amount 96,844

Page | 239

23. 1st Foor Beam work (Rod)

S.L. No. Length (ft) Cloumn nos Bar Ømm Bar nos Total (Kg) Tk/kg Amount (Tk)

FB-1 43.00

6.00 20.00

5.00 971.43 62.00 60,229

58.75 2.00 530.90 62.00 32,916

5.66 10.00 68.00 436.51 62.00 27,064

FB-2 95.00

3.00 20.00

5.00 1073.09 62.00 66,532

73.50 2.00 332.09 62.00 20,590

5.66 10.00 165.00 529.59 62.00 32,835


24. 1st Floor Slab work (Rod)

S.L. No. Length (ft) Bar nos Bar Ømm Slab nos Total (Kg) Tk/kg Amount (Tk)

Slab

95.00 185.00 10.00

1.00

3322.10 62.00 205,970

113.00 92.00 12.00 2820.87 62.00 174,894

43.00 354.00 10.00 2877.33 62.00 178,394

39.50 185.00 12.00 1982.83 62.00 122,935



03.00 Construction of proposed Office Area

Area of floor sft 1,500.00


Sl. No. Description Unit Qty Rate Amount (TK)

1 Tiles Works (Foreign origin) Sft 2200 300 660,000

2 Glazzing works by 10mm tempard glass, Spider , SS channel , SS Handel all others foreign accessories.

Sft 840 1080 907,060

3 Thai window works sft 180 308 55,440

4 Wooden Design False Celling Works Sft 2000 300 600,000

5 Decorative Paint works Sft 3500 65 227,500

6 Furniture (Foreign) - L/S - 550,000

Total Amount Tk.= 3,000,000


04.00 Construction of proposed ETP



Sl. No. Description Unit Oty Rate Amount (TK)

1 Earth work in excvation including transfer of earth in safe distance

Cft 180000 18 3,240,000

2 C.C works Sft 10000 55 550,000

3 Foundation Casting works Cft 12300 250 3,075,000

4 RCC Wall casting works Cft 15680 265 4,154,900

5 Column Casting Cft 3792 280 1,061,760

6 Tie Beam Casting Works (2- level) cft 6297 275 1,731,675

7 Control room Bottom slab Cft 907 260 235,820

8 Control room top beam Cft 491 275 135,025

Page | 240

9 Control room top slab cft 907 260 235,820

10 MS Rod (72 Grade) Ton 90 62000 5,580,000

Total Amount TK= 20,000,000

Grand Total Cost (01.00+02.00+03.00+04.00) 326,600,000

Loan Repayment BDT 666,600,000 will be repaid from the outstanding loan of Al-Arafah Islami Bank Limited.

Loan A/C No. Loan Type Balance as on June 30, 2018

(Amount in BDT)

90000016 Term Loan 840,149,103

Total Repayment of Long-term Loan 666,600,000





Chairman (b) Utilization of the total amount of paid-up capital and share premium, if any, including the sponsors’ contribution and capital raised of the issuer at the time of submission of prospectus, in details with indication of use of such funds in the financial statements:

Sl. No.

Particulars Year Total

Amount (In BDT)

Indication of Fund in the Financial

Statement 2007 2008 2016 2018

1 Land and Land Development

13,955,836 - - - 13,955,836 Fixed Assets

2 Building - 5,537,390 7,238,723 - 12,776,113 Fixed Assets

3 Plant & Machinery

- - 25,490,963 - 25,490,963 Fixed Assets

4 Electrical Equipment

- - 1,287,320 1,246,915 2,534,235 Fixed Assets

5 Furniture & Fixture

- - 3,330,560 345,619 3,676,179 Fixed Assets

6 Office Equipment

- - 3,652,434 6,582,747 10,235,181 Fixed Assets

7 Working Capital

- 506,774 - 767,324,719 767,831,493 Payment of

Suppliers & Other

Total 836,500,000

(c) If one of the objects is an investment in a joint venture, a subsidiary, an associate or any acquisition, details of the form of investment, nature of benefit expected to accrue to the issuer as a result of the investment, brief description of business and financials of such venture: The issuer has no objects to 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.

Page | 241

(d) If IPO proceeds are not sufficient to complete the project, then source of additional fund must be mentioned. In this connection, copies of contract to meet the additional funds are required to be submitted to the Commission. The means and source of financing, including details of bridge loan or other financial arrangement, which may be repaid from the proceeds of the issue along with utilization of such funds:

Estimated expansion cost for the project

Proceeds from IPO for expansion

Additional Fund from Internal Cash Generation

1,657,913,395 1,263,068,394 394,845,001

Note: Total Issue Size is BDT 2,000,000,000/- out of which BDT 1,263,068,394 will be utilized in the expansion project, repayment of long-term loan of BDT 666,600,000/- and IPO expenses (approx.) of BDT 70,331,606/-. The company will use the additional fund for procurement of land and other expansion purposes. (e) A schedule mentioning the stages of implementation and utilization of funds received through public offer in a tabular form, progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, the approximate date of completion of the project and the projected date of full commercial operation etc. The schedule shall be signed by the Chief Executive Officer or Managing Director, Chief Financial Officer and Chairman on behalf of Board of Directors of the issuer:

The stages of implementation and utilization of fund received through public offering:

Sl. No. Utilization of Fund Amount in BDT Implementation Schedule

1 Fukuhara High Speed Single Knit Open Width Circular Knitting Machine (15 Sets)

104,469,557 Within 18 months of

receiving IPO Proceeds

2 Fukuhara 3-Thread Fleece Machine. (4 Sets) 25,060,616 Within 18 months of


3 Fukuhara Double Jersey Rib Circular Knitting Machine (6 Sets)



4 Exchange Dial & Cylinder For Model: M-Er22 (6 Sets)



5 Dyeing Machineries (20 Sets) 451,040,000 Within 18 months of


6 Garment Machineries (1250 Sets) 197,837,970 Within 18 months of


7 MW Gas Generator (1 Set) 26,240,000 Within 18 months of


8 Pre-shipment Inspection (0.5%) 4,276,111 Within 18 months of


9 Marine Insurance (1%) 8,552,223 Within 18 months of


10 C & F and Inland freight (2.5%) 21,380,557 Within 18 months of


11 L/C Commission & Bank Charge (0.5%) 4,276,111 Within 18 months of


12 Import Duty (5%) 42,761,114 Within 18 months of


13 Main Factory Building & Storage Area (125,000 + 25,000) = 150,000 sft @ Tk. 2,000/sft



14 Utility building 1,800 sft. @ Tk. 2,000/sft 3,600,000 Within 24 months of


15 Office Area 1,500 sft. @ Tk. 2,000/sft 3,000,000 Within 24 months of


Page | 242

Sl. No. Utilization of Fund Amount in BDT Implementation Schedule

16 ETP 10,000 sft. @ 2,000/sft 20,000,000 Within 24 months of


17 Loan Repayment Al-Arafah Islami Bank Limited 666,600,000 Within 3 months of


18 IPO Expenses (approx.) 70,331,606 As and when require

Total Utilization of Fund from IPO Proceeds 2,000,000,000





Chairman f) If there are contracts covering any of the activities of the issuer for which the proceeds of sale of securities are to be used, such as contracts for the purchase of land or contracts for the construction of buildings, the issuer shall disclose the terms of such contracts, and copies of the contracts shall be enclosed as annexure to the prospectus:

There is no such contract yet to be engaged by the company.

(g) If one of the objects of the issue is utilization of the issue proceeds for working capital, basis of estimation of working capital requirement along with the relevant assumptions, reasons for raising additional working capital substantiating the same with relevant facts and figures and also the reasons for financing short with long term investments and an item wise break-up of last three years working capital and next two years projection:

There is no object of the Issue is utilization of the issue proceeds for working capital. (h) Where the issuer proposes to undertake one or more activities like diversification, modernization, expansion, etc., the total project cost activity-wise or project wise, as the case may be:

Particular Amount in BDT

Land & Land Development 282,700,000

Building & Other Civil Construction 326,600,000

Imported Machinery and equipment 936,468,395

Local Machinery 80,000,000

Erection and Installation 6,645,000

Security Deposit 5,000,000

Furniture, Fixture & other equipment 10,000,000

Vehicles 7,500,000

Pre-operating expenses 3,000,000

Total Cost 1,657,913,395

(i) Where the issuer is implementing the project in a phased manner, the cost of each phase, including the phases, if any, which have already been implemented: The company has planned to implement the project by using own sources of fund and by using IPO proceeds after receiving the funds, which have been mentioned in Use of IPO Proceeds and project implementation schedule. The implementation of the project will be implemented in a single phase. (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 such 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.

Page | 243

(k) Summary of the project appraisal or feasibility report by the relevant professionals not connected with the issuer, issue manager and registrar to the issue with cost of the project and means of finance, weaknesses and threats, if any, as given in the appraisal or feasibility report:

Date: October 10, 2018 Ref: SRI/ATL/2018(681) The Managing Director Aman Tex Limited 2 Ishakha Avenue, Sector-06, Uttara, Dhaka-1230 Subject: Business Feasibility Review Report on BMRE for 21,000,000 PCs of Knit Garments per annum of Aman Tex Limited. We have examined the financial estimation, projections and the reasonableness of management assumptions for BMRE for 21,000,000 PCs of Knit Garments per annum of Aman Tex Limited (ATL). ATL has prepared the projected financial statements for the years from July 01, 2019 to June 30, 2024. These projected financial statements comprise of projected Statement of Financial position, Statement of Profit or Loss and Other Comprehensive Income, Projected Statement of Cash Flows etc. for the proposed project. We formed a competent team of engineers and financial experts to conduct this review. Based on our independent checking and examination we have found that these assumptions made by management are found reasonable and satisfactory for preparing these projected financial statements and we report that as per calculated Net Present Value (NPV) of this project are having positive NPV indicating that projects are feasible. Moreover, calculated NPV, IRR and Discounted Payback Period, of the projects including BMRE shows in below table:

Particulars Results

Cost of the Project Tk. 1,657,913,395

Total Equity of the Project (Except IPO) as on June 30, 2018 Tk. 2,945,051,704

Debt (Long Term) as on June 30, 2018 Tk. 1,286,909,610

Net Present Value Tk. 1,664,686,663

Discounted Payback period 4.07 years

Internal rate of return 9.27%

Means of finance

Tk 394,845,001 through own Sources

Tk 1,263,068,394 through IPO Proceeds

Total Tk. 1,657,913,395

Thanking you Yours faithfully Sd/- Shaiful Alam FCA Managing Partner S. R. Islam & Co. Chartered Accountants

Page | 244

Project Summary Name of the Project : Aman Tex Limited

Location of the Project : Boiragirchala, Sreepur, Gazipur, Bangladesh

Corporate Head Office : Aman Tower, 2 Ishakha Avenue, Sector-6, Uttara, Dhaka

Capacity of the Project:

(i) Existing operation:

Garment : 30,000,000 PCs per annum

Knitting : 6,500 MT per annum

Dyeing : 6,000 MT per annum (ii) BMRE operation:

Garment : 21,000,000 PCs per annum

Knitting : 3,900 MT per annum

Dyeing : 6,000 MT per annum Expected Life of Project : 15 Years

Nature of the Project : 100% export oriented knit garments products

Status of the Company : Public Limited Company

Present Share Capital : Authorized Capital – Tk. 2,000 million (200 million ordinary shares of Tk.10 each.) Issued & Subscribed Capital – Tk. 803.7 million.

The key financial aspects of the project are outlined below:

(i) Start-Up Capital Requirements of BMRE Operation Cost Heads Cost for BMRE in BDT

Land and Land Development 282,700,000

Factory building and construction 326,600,000

Plant & machinery 1,016,468,395

Electrical Equipment’s -

Furniture & Fixtures 5,500,000

Office Equipment’s 2,500,000

Motor Vehicle 7,500,000

Gas line installation 6,645,000

Internal Road -

Fire Equipment 2,000,000

Property plant and equipment 1,649,913,395

Security Deposit 5,000,000

Pre-operating expense 3,000,000

Total 1,657,913,395

(ii) Source of financing for BMRE operation

Financing Source Equity financing IPO fund Loan Total cost for

BMRE

Land and Land Development 282,700,000 - - 282,700,000

Factory building and construction - 326,600,000 - 326,600,000

Plant & machinery 80,000,001 936,468,394 - 1,016,468,395

Electrical Equipment’s - - - -

Furniture & Fixtures 5,500,000 - - 5,500,000

Office Equipment’s 2,500,000 - - 2,500,000

Page | 245

(ii) Source of financing for BMRE operation

Financing Source Equity financing IPO fund Loan Total cost for

BMRE

Motor Vehicle 7,500,000 - - 7,500,000

Gas line installation 6,645,000 - - 6,645,000

Internal Road - - - -

Fire Equipment 2,000,000 - - 2,000,000

Property plant and equipment 386,845,001 1,263,068,394 - 1,649,913,395

Security Deposit 5,000,000 - - 5,000,000

Pre-operating expense 3,000,000 - - 3,000,000

Total 394,845,001 1,263,068,394 - 1,657,913,395

Project and Financial Performance at a Glance

30-Jun-18 30-Jun-19 30-Jun-20 30-Jun-21 30-Jun-22 30-Jun-23 30-Jun-24

Amount in BDT Amount in BDT Amount in BDT Amount in BDT Amount in BDT Amount in BDT Amount in BDT

A. For Existing and BMRE Operation:

No. of Share 80,370,000 80,370,000 80,370,000 80,370,000 80,370,000 80,370,000 80,370,000

Total capacity in PCs-Existing 30,000,000 30,000,000 30,000,000 30,000,000 30,000,000 30,000,000 30,000,000

Total capacity in PCs-BMRE - 21,000,000 21,000,000 21,000,000 21,000,000 21,000,000 21,000,000

Total capacity 30,000,000 51,000,000 51,000,000 51,000,000 51,000,000 51,000,000 51,000,000

Availed capacity in PCs-Existing 69% 70% 70% 70% 70% 70% 70%

Availed capacity in PCs-BMRE 0% 0% 30% 50% 70% 70% 70%

Total assets 5,300,138,574 6,651,684,440 7,132,671,785 7,686,290,679 8,450,330,312 9,063,088,169 9,738,088,027

Non-current assets 2,651,343,650 4,187,743,436 3,970,699,031 3,773,510,080 3,594,074,491 3,430,533,794 3,281,242,157

1,500,693,730 1,475,119,737 1,992,361,534 2,645,344,823 3,450,822,370 4,264,047,130 5,110,186,107

2,945,051,704 5,163,003,327 5,536,093,468 6,050,925,917 6,729,686,276 7,421,689,209 8,123,765,515

1,286,909,610 338,591,619 223,126,780 134,224,268 60,105,824 4,365,404 -

Capital employed 4,231,961,314 5,501,594,947 5,759,220,248 6,185,150,185 6,789,792,101 7,426,054,613 8,123,765,515

43.70% 6.56% 4.03% 2.22% 0.89% 0.06% 0.00%

3,564,589,658 3,608,497,872 4,441,041,438 5,251,281,484 6,140,356,322 6,218,059,344 6,218,059,344

559,933,498 549,928,263 651,947,438 820,849,998 1,034,876,864 1,031,925,740 1,036,131,527

383,721,663 344,650,224 552,645,456 748,796,872 978,323,578 993,380,675 1,004,866,422

16% 15% 15% 16% 17% 17% 17%

11% 10% 12% 14% 16% 16% 16%

1.34 0.86 1.12 1.39 1.71 1.81 1.90

169 169 169 169 174 174 174

110 110 110 110 114 114 114

- 30% 30% 30% 30% 30% 30%

4.34 3.87 6.63 9.15 12.06 12.30 12.48

4.34 3.87 6.63 9.15 12.06 12.30 12.48

36.64 64.24 68.88 75.29 83.73 92.34 101.08

29.15 56.75 61.39 67.80 76.24 84.85 93.59

1.65 0.59 3.67 5.43 7.49 9.80 19.68

1.27 1.45 1.52 1.82 2.13 2.75 3.44

Break even quantity in PCs 10,024,239 10,955,854 9,303,867 10,837,079 11,378,819 11,930,842 11,820,185

Expected sales quantity in PCs 21,120,458 21,380,617 26,313,500 31,114,232 35,322,395 35,769,381 35,769,381

98 98 60 60 60 60 60

59 59 60 60 60 60 60

144 122 134 133 133 132 129

Liquidity ratio

Sales price per unit

Gross profit margin

Net profit margin (before tax)

Basic EPS

Diluted EPS

NAV/share with revaluation

DSCR

Equity

Long-term debt

Debt/Equity ratio

Net working capital

Revenue

Gross profit

Net profit martin (before tax)

RM cost/FG

NAV/share without revaluation

Particulars

Receivable collection days

Payable collection days

Inventory turnover

Revenue/Non-current asset

Dividend

Page | 246

B. F

or B

MRE

Ope

ratio

n On

ly:

4.07

1,66

4,68

6,66

3

9.27

%

9%6%

10%

12%

14%

13%

12%

4,54

14,

541

7,67

27,

695

7,69

57,

695

7,69

5

Brea

k ev

en q

uant

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PCs

-

-

2,14

7,04

6

3,

612,

360

4,

685,

396

4,

912,

699

4,

867,

135

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-

-

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17

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,197

17

,884

,691

17

,884

,691

7%7%

7%7%

7%7%

7%

14%

14%

14%

14%

14%

14%

14%

-

-

-

-

-

-

7.

54%

15%

15%

15%

15%

15%

15%

15%

Calc

ulat

ion

of d

isco

unte

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NPV

and

IRR

unde

r BM

RE

Posit

ion

Prof

it af

ter

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ecia

tion

Disc

ount

fact

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Disc

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e

Year

of Y

ear

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tta

x&

amor

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Net C

ash

inflo

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54%

cash

inflo

wD.

cash

inflo

w

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0(1

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)

-

-

(1,6

57,9

13,3

95)

1.

00(1

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)

(1,6

57,9

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95)

2019

1-

-

-

0.93

-

(1

,657

,913

,395

)

2020

215

9,89

5,77

5

11

3,53

3,58

9

273,

429,

364

0.86

316,

243,

737

(1,3

41,6

69,6

58)

2021

330

6,44

7,88

6

10

2,55

9,01

8

409,

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904

0.80

508,

739,

913

(832

,929

,745

)

2022

448

4,82

8,82

8

92

,709

,132

577,

537,

961

0.75

772,

563,

343

(60,

366,

402)

2023

549

4,28

7,80

9

83

,863

,966

578,

151,

775

0.70

831,

732,

778

771,

366,

376

2024

650

1,48

3,07

6

75

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577,

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0.65

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320,

288

1,66

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Page | 247

Particulars 30-Jun-18 30-Jun-19 30-Jun-20 30-Jun-21 30-Jun-22 30-Jun-23 30-Jun-24

Assets

Property, plant and equipment 2,647,909,650 4,184,309,436 3,967,265,031 3,770,076,080 3,590,640,491 3,427,099,794 3,277,808,157

Available-for -sale financial assets 3,434,000 3,434,000 3,434,000 3,434,000 3,434,000 3,434,000 3,434,000

Non-current assets 2,651,343,650 4,187,743,436 3,970,699,031 3,773,510,080 3,594,074,491 3,430,533,794 3,281,242,157

Inventories 1,186,038,401 1,026,026,377 1,388,439,177 1,608,858,845 1,863,442,489 1,872,852,574 1,827,526,554

Trade and other receivables 959,109,785 968,856,963 730,034,209 863,224,353 1,009,373,642 1,022,146,742 1,022,146,742

Advances, deposits & prepayment 127,260,495 132,260,495 132,260,495 132,260,495 132,260,495 132,260,495 132,260,495

Advance for IPO expenses - 70,331,606 - - - - -

Cash and cash equivalents 376,386,243 266,465,562 911,238,873 1,308,436,905 1,851,179,194 2,605,294,564 3,474,912,080

Current assets 2,648,794,924 2,463,941,003 3,161,972,754 3,912,780,599 4,856,255,821 5,632,554,374 6,456,845,870

Total assets 5,300,138,574 6,651,684,440 7,132,671,785 7,686,290,679 8,450,330,312 9,063,088,169 9,738,088,027

Equity and liabilities 957,067,908 593,177,732 730,034,209 863,224,353 1,009,373,642 1,022,146,742

Equity

Share capital 803,700,000 803,700,000 803,700,000 803,700,000 803,700,000 803,700,000 803,700,000

Proceeds of Share issuance - 2,000,000,000 2,000,000,000 2,000,000,000 2,000,000,000 2,000,000,000 2,000,000,000

Share Premium 32,800,000 32,800,000 32,800,000 32,800,000 32,800,000 32,800,000 32,800,000

Tax holiday reserve 194,207,788 194,207,788 194,207,788 194,207,788 194,207,788 194,207,788 194,207,788

Revaluation Surplus 602,098,892 602,098,892 602,098,892 602,098,892 602,098,892 602,098,892 602,098,892

Available for sale reserve (156,555) (156,555) (156,555) (156,555) (156,555) (156,555) (156,555)

Retained earnings 1,312,401,579 1,530,353,202 1,903,443,343 2,418,275,792 3,097,036,151 3,789,039,084 4,491,115,390

Total equity 2,945,051,704 5,163,003,327 5,536,093,468 6,050,925,917 6,729,686,276 7,421,689,209 8,123,765,515

Liabilities

Long term borrowings 1,001,840,047 263,588,554 173,700,889 104,491,602 46,791,493 3,398,402 -

Deferred tax Liability 205,145,629 236,271,292 253,266,208 263,437,384 268,419,092 269,493,314 267,662,748

Non-current liabilities 1,206,985,676 499,859,846 426,967,097 367,928,986 315,210,585 272,891,716 267,662,748

Short term borrowings 387,426,056 387,426,056 361,012,428 336,944,267 314,994,129 294,957,141 276,648,754

Current maturity of long term loan 285,069,563 75,003,065 49,425,891 29,732,666 13,314,331 967,002 -

Trade payables 364,132,054 359,748,132 524,842,565 591,346,276 687,621,855 667,549,119 660,178,930

Liabilities for expenses 91,143,557 52,906,211 54,104,598 68,440,125 78,275,874 88,131,332 88,612,270

Dividend payable - 93,407,839 159,895,775 220,642,478 290,897,297 296,572,685 300,889,846

Provision for tax 20,329,964 20,329,964 20,329,964 20,329,964 20,329,964 20,329,964 20,329,964

Current liabilities 1,148,101,194 988,821,266 1,169,611,220 1,267,435,776 1,405,433,450 1,368,507,244 1,346,659,763

Total liabilities 2,355,086,870 1,488,681,113 1,596,578,317 1,635,364,763 1,720,644,036 1,641,398,960 1,614,322,511

Total equity and liabilities 5,300,138,574 6,651,684,440 7,132,671,785 7,686,290,680 8,450,330,312 9,063,088,169 9,738,088,026

NAV per share with revaluation 36.64 64.24 68.88 75.29 83.73 92.34 101.08

NAV per share without revaluation 29.15 56.75 61.39 67.80 76.24 84.85 93.59

Projected Statement of Financial Position

Aman Tex Limited

Page | 248


Particulars Amount in BDT Amount in BDT Amount in BDT Amount in BDT Amount in BDT Amount in BDT Amount in BDT

Revenue 3,564,589,658 3,608,497,872 4,441,041,438 5,251,281,484 6,140,356,322 6,218,059,344 6,218,059,344

Cost of sales (3,004,656,160) (3,058,569,609) (3,789,094,001) (4,430,431,485) (5,105,479,458) (5,186,133,604) (5,181,927,817)

Gross profit 559,933,498 549,928,263 651,947,438 820,849,998 1,034,876,864 1,031,925,740 1,036,131,527

Administrative expense (60,623,071) (66,617,595) (67,907,832) (71,184,223) (74,716,974) (80,209,891) (84,310,793)

Selling and marketing expense (10,482,836) (11,587,664) (11,703,541) (11,820,576) (11,938,782) (12,058,170) (12,178,752)

Other income 111,110,673 90,819,968 111,633,557 131,889,558 154,116,429 156,059,005 156,059,005

Operating profit 599,938,264 562,542,971 683,969,622 869,734,757 1,102,337,537 1,095,716,684 1,095,700,987

Finance expense (197,030,518) (200,660,236) (103,691,893) (83,498,042) (75,097,779) (52,666,976) (40,591,244)

Profit before WPPF and tax 402,907,746 361,882,735 580,277,729 786,236,715 1,027,239,757 1,043,049,708 1,055,109,743

Contribution to WPPF (19,186,083) (17,232,511) (27,632,273) (37,439,844) (48,916,179) (49,669,034) (50,243,321)

Profit before tax 383,721,663 344,650,224 552,645,456 748,796,872 978,323,578 993,380,675 1,004,866,422

Income tax expense

Current tax (27,019,209) (2,165,099) (2,664,625) (3,150,769) (3,684,214) (3,730,836) (3,730,836)

Deferred tax (7,840,905) (31,125,663) (16,994,916) (10,171,176) (4,981,708) (1,074,221) 1,830,566

Profit after tax 348,861,549 311,359,462 532,985,915 735,474,927 969,657,656 988,575,618 1,002,966,152

Other Comprehensive Income

Items that will not be classified to profit or loss

Revaluation of property plant and equipment 411,177,528 - - - - - -

Related tax (36,130,130) - - - - - -

375,047,398 - - - - - -

Items that may be classified to profit or loss

Available-for sale financial assets-net change

in fair value (38,836) - - - - - -

Available-for sale financial assets-reclassified to

profit or loss

Related tax 3,884 - - - - - -

(34,952) - - - - - -

Total comprehensive income for the period 723,873,995 311,359,462 532,985,915 735,474,927 969,657,656 988,575,618 1,002,966,152

Basic EPS 4.34 3.87 6.63 9.15 12.06 12.30 12.48

Diluted EPS 4.34 3.87 6.63 9.15 12.06 12.30 12.48

Projected Statement Profit or Loss and Other Comprehensive Income

Aman Tex Limited

Page | 249


Particulars Amount in BDT Amount in BDT Amount in BDT Amount in BDT Amount in BDT Amount in BDT Amount in BDT

Profit before tax 383,721,663 344,650,224 552,645,456 748,796,872 978,323,578 993,380,675 1,004,866,422

Depreciation 118,984,517 113,513,608 217,044,405 197,188,950 179,435,589 163,540,697 149,291,638

Other operating income (111,110,673) (90,819,968) (111,633,557) (131,889,558) (154,116,429) (156,059,005) (156,059,005)

Finance expense 197,030,518 200,660,236 103,691,893 83,498,042 75,097,779 52,666,976 40,591,244

588,626,025 568,004,101 761,748,197 897,594,306 1,078,740,518 1,053,529,343 1,038,690,299

Changes in:

Inventories 61,849,945 160,012,024 (362,412,800) (220,419,668) (254,583,644) (9,410,084) 45,326,019

Trade and other receivables 7,463,922 (9,747,178) 238,822,754 (133,190,144) (146,149,288) (12,773,100) -

Advances, deposits & prepayment 53,892,305 (5,000,000) - - - - -

Advance for IPO expenses - (70,331,606) 70,331,606 - - - -

Trade payables 8,282,391 (4,383,922) 165,094,433 66,503,711 96,275,579 (20,072,736) (7,370,190)

Liabilities for expenses 6,054,450 (38,237,347) 1,198,387 14,335,527 9,835,749 9,855,458 480,938

726,169,038 600,316,072 874,782,578 624,823,731 784,118,913 1,021,128,882 1,077,127,066

Other operating income 112,019,063 90,530,468 111,344,057 131,600,058 153,826,929 155,769,505 155,769,505

Tax paid (34,188,970) (2,165,099) (2,664,625) (3,150,769) (3,684,214) (3,730,836) (3,730,836)

Net cash generated from operating activities 803,999,131 688,681,441 983,462,010 753,273,020 934,261,629 1,173,167,551 1,229,165,735


Acquisition of property, plant & equipment (23,918,646) (1,649,913,395) - - - - -

Investment in available-for -sale financial assets 711,224 - - - - - -

Dividend income 289,500 289,500 289,500 289,500 289,500 289,500 289,500

Net Cash flows from Investing Activities (22,917,922) (1,649,623,895) 289,500 289,500 289,500 289,500 289,500


Issuance of share - 2,000,000,000 - - - - -

Share money deposit refund (373,007,270) - - - - - -

Repayment of long term loan (282,548,316) (948,317,991) (115,464,840) (88,902,511) (74,118,444) (55,740,420) (4,365,403)

Repayment of short term loan 44,851,684 - (26,413,628) (24,068,161) (21,950,139) (20,036,988) (18,308,387)

Dividend paid - - (93,407,839) (159,895,775) (220,642,478) (290,897,297) (296,572,685)

Interest paid (197,030,518) (200,660,236) (103,691,893) (83,498,042) (75,097,779) (52,666,976) (40,591,244)

Net cash flows from financing activities (807,734,420) 851,021,773 (338,978,199) (356,364,488) (391,808,840) (419,341,681) (359,837,720)

Net cash increase/ (decrease) (26,653,211) (109,920,681) 644,773,311 397,198,032 542,742,289 754,115,370 869,617,515

Opening cash and cash equivalents 403,039,454 376,386,243 266,465,562 911,238,873 1,308,436,905 1,851,179,194 2,605,294,564

Closing cash and cash equivalents 376,386,243 266,465,562 911,238,873 1,308,436,905 1,851,179,194 2,605,294,564 3,474,912,080

Net operating cash flow per share 10.00 8.57 12.24 9.37 11.62 14.60 15.29

Aman Tex Limited

Projected Statement of Cash Flows (Indirect Method)

Page | 250

SECTION: XXIII LOCK-IN (a) Provisions for lock-in: As per Rule-10 of Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015:

Ordinary shares of the issuer shall be subject to lock-in, from the date of issuance of prospectus or commercial operation, whichever comes later, in the following manner:

(1) All shares held, at the time of according consent to the public offer, by sponsors, directors and shareholders holding 10% (ten percent) or more shares, other than alternative investment funds, for 03 (three) years;

(2) In case any existing sponsor or director of the issuer transfers any share to any person, other than existing shareholders, all shares held by those transferee shareholders, at the time of according consent to the public offer, for 03 (three) years;

(3) 25% of the shares allotted to eligible investors, for 06 (six) months and other 25% of the shares allotted to them, for 09 (nine) months;

(4) All shares held by alternative investment funds, at the time of according consent to the public offer, for 01 (one) year; and (5) All shares held, at the time of according consent to the public offer, by any person other than the persons mentioned in sub-rules (1), (2) and (3) above, for 01 (one) year.

Provided that ordinary shares converted from any other type of securities shall also be subject to lock-in as mentioned above.

(b) Statement of securities to be locked in for each shareholder along with lock-in period and number of securities to be locked-in:

SL. No. Name of Shareholder Lock in Period* BO Account No. No. of Share

1. Md. Rafiqul Islam 3 Years 1201830058881440 32,600,000

2. Md. Shofiqul Islam 3 Years 1201830058881483 12,872,500

3. Md. Toufiqul Islam 3 Years 1201830058881467 14,250,000

4. Md. Toriqul Islam 3 Years 1201830058881491 1,885,000

5. Ms. Mukta Islam 3 Years

1201830061494073 120,000

1 Year 3,300,000

6. Mrs. Sazeda Islam 1 Year 1201830061494065 142,500

7. Aman Breeders Ltd. 1 Year 1205590066492121 3,800,000

8. Aman Poultry & Hatchery Ltd. 3 Years 1205590066491820 11,400,000

*Note: Lock-in Period starts from the date issuance of Prospectus i.e.……………………

Page | 251

SECTION: XXIV MARKETS FOR THE SECURITIES BEING OFFERED The issuer shall apply to all the relevant exchanges in Bangladesh within 7 (seven) working days from the date of consent for public offer accorded by the Commission. The Exchange shall complete the listing procedures within a maximum period of 30 (thirty) working days from the date of closure of subscription list. DECLARATION ABOUT LISTING OF SHARES WITH STOCK EXCHANGE(S) None of the stock exchange(s), if for any reason, grants listing within 75 (Seventy-Five) days from the closure of subscription, any allotment in terms of this prospectus shall be void and the company shall refund the subscription money within 15 (Fifteen) days from the date of refusal for listing by the stock exchanges, or from the date of expiry of the said 75 (Seventy-Five) days, as the case may be. In case of non-refund of the subscription money within the aforesaid 15 (Fifteen) days, the Directors of the company, in addition to the issuer company, shall be collectively and severally liable for refund of the subscription money, with interest at the rate of 2% (two percent) above the bank rate, to the subscribers concerned. The issue manager, in addition to the issuer company, shall ensure due compliance of the above-mentioned conditions and shall submit compliance report thereon to the Commission within 07 (Seven) days of expiry of the aforesaid 15 (Fifteen) days time period allowed for refund of the subscription money.” 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 and CSE.

Page | 252

SECTION: XXV DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED The Company has raised its paid-up capital in following phases:


Price Issue Price

Number of Shares Issued

Amount of Share Capital (BDT) In cash

Other than

in cash

Bonus Share


10/- 10/- 2,000,000 - - 20,000,000


03 December 2017: 3rd Allotment

10/- 10/- - - 77,550,000 775,500,000

Total 803,700,000

The Company has issued Ordinary Share to the Subscriber to the Memorandum and other than existing shareholder time to time which has been disclosed in the Section “OWNERSHIP OF THE COMPANY’S SECURITIES”. (a) Dividend, Voting, Preemption Rights The share capital of the company is divided into Ordinary Shares, carrying equal rights to vote and receive dividend in terms of the relevant provisions of the Companies Act 1994 and the Articles of Association of the company. All Shareholders shall have the usual voting right in person or by proxy in connection with, among others, election of Directors & Auditors and other usual agenda of General Meeting – Ordinary or Extra Ordinary. On a show of hand, every shareholder present in person and every duly authorized representative of a shareholder present at a General Meeting shall have one vote and on a poll every shareholder present in person or by proxy shall have one vote for every share held by him or her. In case of any additional issue of shares for raising further capital, the existing shareholders shall be entitled to Issue of Right shares in terms of the guidelines issued by the Bangladesh Securities and Exchange Commission from time to time. (b) Conversion and Liquidation Rights 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 freely transferable. The Company shall not charge any fee for registering transfer of shares. No transfer shall be made to a firm, an infant or person of unsound mind. (c) Dividend Policy a) The profit of the company, subject to any special right relating thereto created or authorized to be created by

the Memorandum of Association and subject to the provisions of the Articles of Association, shall be divisible among the members in proportion to the capital paid-up on the shares held by them respectively.

b) No larger dividend shall be declared than is recommended by the Directors, but the Company in its General Meeting may declare a smaller dividend. The declaration of Directors as to the amount of Net Profit of the Company shall be conclusive.

c) No dividend shall be payable except out of profits of the Company or any other undistributed profits. Dividend shall not carry interest as against the Company.

Page | 253

d) The Directors may from time to time pay the members such interim dividend as in their judgment the financial position of the Company may justify.

e) A transfer of shares shall not pass the right to any dividend declared thereon before the registration of transfer.

f) There is no limitation on the payment of dividends to the common stockholders of the Company.

(d) Other Rights of Shareholders 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 transferable. The Company shall not charge any fee, other than Government duties for registering transfer of shares. No transfer shall be made to a minor or person of unsound mind. The Directors shall present the financial statements as required under the law & International Accounting Standard. Financial statements will be prepared in accordance with the International Accounting Standards consistently applied throughout the subsequent periods and present with the objects 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 unaudited, published by the company from time to time. The shareholder holding minimum of 10% shares of paid-up capital of the company shall have the right to requisition Extra-Ordinary General Meeting of the company as provided under Section 84 of the Companies Act, 1994.

Page | 254

SECTION: XXVI FINANCIAL STATEMENTS

(a) AUDITORS’ REPORT TO THE SHAREHOLDERS OF AMAN TEX LIMITED FOR THE YEAR ENDED 30TH JUNE, 2018

INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDER’S OF

AMAN TEX LIMITED

Report on the Financial Statements

We have audited the accompanying Financial Statements of AMAN TEX LIMITED, which comprise the

Statement of Financial Position as at 30 June 2018, and the Statement of Profit or Loss and Other

Comprehensive Income, Statement of Changes in Shareholders' Equity and Statement of Cash Flows for

the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in

accordance with International Accounting Standards (IAS), International Financial Reporting Standards

(IFRS) as adopted in Bangladesh, the Companies Act, 1994, the Securities and Exchange Rules 1987 and

other applicable laws and regulations and for such internal control as management determines is

necessary to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We

conducted our audit in accordance with International Standards on Auditing (ISA) as adopted in

Bangladesh. Those standards require that we comply with ethical requirements and plan and perform

the audit to obtain reasonable assurance about whether the financial statements are free from material

misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in

the financial statements. The procedures selected depend on the auditor’s judgment, including the

assessment of the risks of material misstatement of the financial statements, whether due to fraud or

error. In making those risk assessments, the auditor considers internal control relevant to the entity’s

preparation and fair presentation of the financial statements in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness

of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting

policies used and the reasonableness of accounting estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion.

Page | 255

Opinion

In our opinion, the financial statements prepared in accordance with International Accounting Standards

(IAS) and International Financial Reporting Standards (IFRS), give a true and fair view of the state of

affairs of the Company’s as at 30 June 2018 and of the results of its operations and its cash flows for the

year then ended and comply with the Securities and Exchange Rules 1987, the Companies Act. 1994 and

other applicable laws and regulations.

Report on Other Legal and Regulatory Requirements

In accordance with the Companies Act. 1994 and the Securities and Exchange Rules 1987, we further

report that:

a) we have obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purposes of our audit and made due verification thereof;

b) in our opinion, proper books of account as required by law have been kept by the company so far

as it appeared from our examination of these books;

c) the statement of financial position and statement of profit or loss and other comprehensive

income dealt with by the report are in agreement with the books of account; and

d) the expenditure incurred was for the purpose of company's business.

Sd/-

Dhaka 03 September 2018

MAHFEL HUQ & CO. Chartered Accountants

Page | 256

30-Jun-2018 30-Jun-2017

ASSETS

Non Current Assets : 2,651,343,649 2,337,179,944

Property, plant and equipment 4.00 2,647,909,649 2,331,797,994

Investment in listed securities 5.00 3,434,000 5,381,950

Current Assets : 2,648,794,924 2,799,364,077

Inventories 6.00 1,186,038,401 1,247,888,346

Trade and other receivables 7.00 959,109,785 966,573,707

Advances, deposits & pre-payments 8.00 127,260,495 181,862,570

Cash & cash equivalents 9.00 376,386,243 403,039,454

Total Assets 5,300,138,573 5,136,544,021

EQUITY AND LIABILITIES

Share holders equity : 2,945,051,704 2,594,184,980

Paid-up capital 10.00 803,700,000 28,200,000

Share money deposit 11.00 - 373,007,270

Share Premium 12.00 32,800,000 32,800,000

Retained earnings 13.00 1,312,401,579 1,739,040,031

Tax holiday reserve 14.00 194,207,788 194,207,788

Revaluation Surplus 15.00 602,098,892 227,051,494

Available for sale reserve 16.00 (156,556) (121,603)

Non Current Liabilities : 1,206,985,675 1,448,058,676

Long term borrowings 17.00 1,001,840,047 1,286,880,198

Deferred tax Liability 18.00 205,145,629 161,178,478

Current Liabilities : 1,148,101,194 1,094,300,365

Short term borrowings 19.00 387,426,056 342,574,372

Current maturity of long term borrowing 20.00 285,069,563 282,577,728

Trade and other payables 21.00 364,132,054 355,849,663

Liabilities for expenses 22.00 91,143,557 85,089,107

Provision for tax 23.00 20,329,964 28,209,495

Total Equity and Liabilities 5,300,138,573 5,136,544,021

NAV per share with revaluation 24.00 36.64 919.92

NAV per share without revaluation 24.00 29.15 839.41

Sd/- Sd/- Sd/- Sd/-

Sd/-

Date: 3 September 2018 Chartered Accountants

AMAN TEX LIMITED

Statement of Financial Position

As at 30 June 2018

Place: Dhaka

The accompanying policies and explanatory notes 1-40 form an integral part of these Financial

Statements.

Notes

Signed in terms of our separate report of same date.


Mahfel Huq & Co.


Page | 257

2017-2018 2016-2017

Restated

Sales 25.00 3,564,589,658 3,530,213,554

Cost of Sales 26.00 (3,004,656,161) (2,905,054,415)

Gross profit 559,933,497 625,159,139

Operating expenses: (71,105,907) (70,722,015)

Administrative expenses 27.00 (60,623,071) (58,545,231)

Selling & distribution expenses 28.00 (10,482,836) (12,176,784)

Other operating income 29.00 111,110,673 73,803,712

Profit from operation 599,938,263 628,240,836

Financial expenses 30.00 (197,030,518) (215,772,404)

Net Profit/(Loss) before WPPF & Tax 402,907,745 412,468,432

Workers Profit Participation Fund (WPPF) (19,186,083) (19,641,354)


Income tax expenses : (34,860,115) (53,575,974)

Current tax 31.00 (27,019,209) (39,891,757)

Deferred tax 18.00 (7,840,905) (13,684,217)

Net Profit after tax 348,861,548 339,251,104

Other comprehensive income : 375,012,446 658,580

Gain on revaluation 15.00 411,177,528

Related tax (36,130,129)

Unrealized gain / (loss) on securities 32.00 (38,836) 731,756

Related tax 3,884 (73,176)

Total comprehensive income 723,873,994 339,909,684

Basic earnings Per Share 33.00 4.34 4.22

Diluted earning per share 33.01 4.34 4.22

Sd/- Sd/- Sd/- Sd/-

Date: 3 September 2018

Amount in Taka


Sd/-


The accompanying policies and explanatory notes 1-40 form an integral part of these Financial

Statements.


Mahfel Huq & Co.

AMAN TEX LIMITED Statement of Profit or Loss and Other Comprehensive Income

Particulars Notes

Place: Dhaka

For the year ended 30 June 2018

Page | 258

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Page | 259

2017-2018 2016-2017

Cash received from customers 3,574,531,538 3,470,484,982

Other operating income 111,319,154 71,517,821

Cash paid to suppliers, employees & others (2,847,662,591) (2,919,473,907)

Cash generated from operations 838,188,101 622,528,896

Tax paid (34,188,970) (26,870,942)

Net cash generated from operating activities 803,999,131 595,657,954

(23,918,646) (16,577,767)

Investment in listed securities 711,224 (163,516)

Dividend income 289,500 -

Net Cash flows from Investing Activities (22,917,922) (16,741,283)

Share capital - -

Share money refund (373,007,270) (226,992,730)

Increase/(decrease) of long term borrowing (282,548,316) (166,629,394)

Increase/(decrease) of short term borrowing 44,851,684 (112,010,738)

Interest paid (197,030,518) (215,772,404)

Net cash flows from financing activities (807,734,420) (721,405,266)

Net cash increase/ (decrease) (26,653,211) (142,488,595)

403,039,454 545,528,049

376,386,243 403,039,454

Net operating cash flow per share 10.0037 211.2262

Sd/- Sd/- Sd/- Sd/-


Date: 3 September 2018

Cash and cash equivalents at opening

Cash and cash equivalents at closing


Cash flows from operating activities :

Mahfel Huq & Co.


Place: Dhaka

Sd/-

AMAN TEX LIMITED

Statement of Cash Flows



Acquisition of property, plant & equipment


Particulars Notes Amount in Taka

Page | 260

1 Incorporation and legal status

a. Legal form

2

3

3.1

(a) Accounting standards

(b) Accounting convention

(c) Going concern:

(d)

(e) Offsetting:

b. Registered address and factory

The financial statements have been prepared on the historical cost basis except land & land

development at current cost and investment in shares of listed companies are carried at fair value

based on the year ended quated price of Dhaka Stock Exchange Ltd.

This financial statements have been prepared on the assumption that the entity is a going concern and

will continue its business for the foreseeable future. Hence it is assumed that the entity has neither

the intention nor the need to liquidate or curtail materially the scale of its operation.

Nature of activities

Summary of significant accounting and valuation policies

Basis of preparation of the financial statements

The accounting policies applied in the preparation of the financial statements are set out below.

These policies have been applied consistently and whenever there is any change in the policy those

have been stated in the succeeding notes.The specific accounting policies selected and applied by

the company’s management for significant transactions and events that have a material effect in

preparation and presentation of financial statements are in compliance with the framework of

International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS).

The financial statements of the Company have been prepared in accordance with International

Accounting Standards ( IAS) and International Financial Reporting Standards (IFRS) as adopted in

Bangladesh and the requirements of Bangladesh Securities and Exchange Rules 1987, Financial

Reporting Act ,2015, the Companies Act 1994 and other applicable laws and regulations.

AMAN TEX LIMITED

Notes to The Financial Statements

For the period 30 June 2018

The principal activities of the company are textile knitting, dying and finally producing 100% export

oriented garments prodcuts and exporting thereof. The plant of the company is equipped with world

famous various brand european machinery.

The registered office of the Company is situated at Boiragirchala, Sreepur, Gazipur, Bangladesh and

the corporate office is situated at House # 02 Ishakha Avenue, Sector-6, Uttara, Dhaka-1230. Fcatory is

situated at Boiragirchala, Sreepur, Gazipur, Bangladesh.

Aman Tex Limited was incorporated as a private Limited Company incorporated with the Ragistrar of

Joint Stock Companies & Firms , Dhaka, Bangladesh under companies act 1994 bearing registration No-

C-53999(694)/2004 dated August 22,2004 and started its operational activities in May, 2009.

Subsequently the shareholders in their Extra-ordinary General Meeting held on 24.05.2016 approved

conversion of status of the company from private limited company to public limited company.

Accrual basis of accounting:

This financial statements have been prepared using the accrual basis of accounting except for cash

flow information.

Financial assets and liabilities are offset and the net amount is reported in the financial statements

only when there is legally enforceable right to set-off the recognized amounts and the company

intends either to settle on a net basis, or to realize the asstes and to settle the liabilities

simultaneously.

Page | 261

(f)

(g)

(h) Critical accounting estimates, assumptions and judgments

(i)

3.2

3.3

The Cutoms Act 1969

The Securities & Exchange Commissions Act 1993

The Securities & Exchange Ordinance 1969

The Securities & Exchange Rules 1987 and

The Value Added Tax Act 1991

The Value Added Tax Rules 1991

Property, plant and equipments (PP&E)

Subsequent costs are included in the assets' carrying amount or recognized as a separate asset, as

appropriate, only when it is probable that future economic benefits associated with the item will flow

to the Company and the cost of the item can be measured reliably. Repair and maintenance costs are

charged to the statement of comprehensive income during the financial period in which they are

incurred.

Tangible fixed assets are accounted for according to IAS-16 (Property, plant and equipment) either at

historical cost or at revaluation less cumulative depreciation and the capital work-in-progress is stated

at cost. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

The preparation of financial statements, complying IFRS, requires the use of certain critical accounting

estimates. It also requires management to exercise their judgment in ascertaining assumption in the

process of applying the Company’s accounting policies and reported amount of assets, liabilities,

income and expenses. Such estimates are prepared on the assumption of going concern and are

established based on currently available information. Changes in facts and circumstances may result in

revised estimates and actual results could differ from the estimates.

Significant estimates are made by management in the preparation of the financial statements include

assumptions used for depreciation, allowance for receivables, deferred taxes and provisions for

employees benefits.

Foreign currency transactions are recorded at the applicable rates of exchange prevailing at the

transaction date in accordance with IAS-21 "The effects of changes in foreign exchange rates" and the

resultant gain/loss is recognised in the financial statements. Monetary assets and liabilities

denominated in foreign currencies are translated at the rates prevailing on the reporting date.

Exchange differences at the statement of financial position date are recognized in the statement of

profit or loss and other comprehensive income.

Ragulatory Compliances

Comparatives and reclassification:

Comparative information have been disclosed in respect of the previous year for all numerical

information in the financial statements including narrative and descriptive information when it is

relevant for understanding of the current year’s financial statements.

Previous year’s figure has been re-arranged whenever considered necessary to ensure comparability

with the current year’s presentation as per BAS-8 “Accounting Policies, Changes in Accounting

Estimates and Errors”.

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:

The Income Tax Ordinance 1984

The Income Tax Rules 1984

Foreign currency conversion/transaction

Each material class of similar items is presented separately in the financial statements. Items of

dissimilar nature or function are presented separately unless they are immaterial.

Materiality and aggregation:

Page | 262

3.3.1 Revaluation

Revaluation 3.4

3.5

Derivative:

Non- Derivative:

3.6

3.7

Rate (%)

2.5

Revaluation surplus arises out of the revaluation of Land & Land Development and Building on June

30, 2018 conducted by the enlisted valuer named Ahmed Zaker & Co. Chartered Accountants, Address:

89 Kakrail, Green City Edge ( Level 10), Dhaka-1000.

Trade and other receivables

It includes cash in hand and bank deposits are available for use by the company having insignificant

risk of changes in value of these current assets.

Financial Instruments:

15

10

15

20

10

15

10

15

Gas line installation

Office equipments

Plant and machinery

Furniture

Depreciation on assets other than land is calculated using the reducing balance method over their

estimated useful lives and Depreciation charged on addition of fixed assets when it is available for

use and depreciation charges on disposal assets in accordance with IAS-16 at the following rates:

Electrical equipments

Internal road

Category of PP&ECurrent Year

Buildings and civil construction

In accordance with the provision of IAS-36: Impairment of Assets, no impairment indication has been

observed till reporting date.

Fire protection equipments

Cash and cash equivalents

Inventories

Trade and other receivables are accounted for based on original invoiced amount .

Inventories are valued in accordance with IAS-2 (Inventories) at the lower of cost and net realizable

value. The cost of inventories is based on FIFO method. The cost of finished goods comprises raw

materials, packing materials, direct labour, other direct and related production overheads (based on

normal capacity) and production related depreciation.

Motor vehicles

The Land & Land Deveolopment were revalued by the company as on May 31, 2015 and the revaluation

was conducted by a professional valuer Mahfel Huq & Co. Chartered Acoountants Firm. In order to

reflect the fair picture of the company in the present market condition on the basis of market

availability and physical condition of those fixed assets and the gain arises due to the revaluation

were transferred to the Other Comprehensive Income and revaluation reserve account as per IAS-1 "

Presentation of Financial Statements" and IAS 16 “Property, Plant and Equipment”.

According to IFRS - 7: " Financial instruments: Disclosures", the company was not a party to any

derivative contract (financial instruments) at the financial statements date, such as forward exchange

contracts, currency swap agreement or contract to hedge curency exposure related to import of capital

machinery to be leased to lessees in future.

Non- Derivative financial instruments comprise of accounts and other receivable, borrowings and

other payables are shown at transaction cost as per BAS 39 " Financial Instruments: Recognition and

Management".

Page | 263

3.8

(a)

(b) Workers' profit participation fund (WPPF)

(c)

3.9

3.10

3.11

(a)

3.12

3.13

3.14

3.15

Current tax

Taxation

Group insurance benefit

Directors' remuneration is allocated by administration department on the basis of the functions

performed by them for the Company.

Depreciation is allocated to factory and administrative overheads on the basis of utilization of assets

based on operational aspects of the company.

The permanent employees of the Company are entitled to encash earned leave inpursuant to the

leave encashment policy consistently applied and approved by the Board.The Company calculates

benefit for leave encashment on a calender year basis.

Provisions are recognized in accordance with IAS-37 (Provisions, Contingent Liabilities and Contingent

Assets). The Company recognises a provision when there is a present obligation, legal or constructive,

as a result of past events and it is probable that an outflow of resources embodying economic benefits

will be required to settle the obligation and a reliable estimate of the amount of the obligation can be

made.

The permanent employees of the Company are covered under a group insurance scheme .

Trade and other payables

Promotional expenses

All costs associated with promotional activities are charged out in the year of occurance.

The Company recognizes a provision and expenses for Workers' Profit Participation @ 5% of net profit

as per Labour Act 2006 (Amended in 2013).

Liabilities are recorded at the amount payable for settlement in respect of goods received and

services rendered by the company.

Leave encashment benefit

Deferred tax liabilities are the amount of income taxes payable in future years in respect of taxable

temporary differences. Deferred tax assets are the amount of income taxes recoverable in future

years in respect of deductible temporary differences. Deferred tax assets and liabilities are

recognised for the future tax consequences of timing differences arising between the carring values

of assets, liabilities, income and expenditure and their respective tax bases. Deferred tax assets and

liabilities are measured using tax rates and tax laws that have been enacted or subsequently enacted

at the reporting date. The impact of the account of changes in the deferred tax assets and liabilities for

the period 30 June 2018 has been recognised in the statement of profit or loss and other

comprehensive income as per BAS-12 " Income Taxes".

Provisions

Revenue recognition

Allocation of depreciation

Employee benefits

Provision for current income tax has been made at the rate 15% as per S.R.O 193- Law/ Income tax/

2015, date: 30 June 2015 on the acounting profit made by the company making some adjustment with

the profit as per ITO 1984 in compliance with IAS- 12 " Income Taxes)".

Deferred tax

The Company recognizes sales when products are dispatched and risks and rewards are also

transferred to the buyers;

Allocation of directors' remuneration

Page | 264

3.16 Statement of Cash Flows

3.17

3.18

3.19

Basic Earnings Per Share

3.20

3.21

Earning Per Share:

Contingent Liabilities:

Long Term Liabilities:

Cash flows statement is prepared principally in accordance with IAS-7 (Statement of Cash Flows) and

the cash flows from operating activities have been presented under direct method.

Contingent Liabilities are those which arise due to the past event which shall be setteled in the future

on the occurrence or non occurrence of some uncertain event, cost of which can be measured reliably

as per IAS-37 " Provision and Contingent Assets and Liabilities". In the year under review there is no

such contingent liabilities as well as no commitment is made , to be settled in the future.

IAS- 7 Statement of Cash Flows

Weighted average number of ordinary shares outstanding during the year:

Long term liabilities comprise the amount borrowed from the bank and other concern for the long

period of time and accounted for and shown in the accounts at transaction cost as per IAS 39 "Financial

Instruments: Recognition and Measurement".

The Company calculates Earning Per Share (EPS) in accordance with IAS-33 " Earning Per Share" which

has been shown on the face of the Statement of profit or loss & other comprehensive Income and

details are shown in Note-32

IAS- 12 Income Taxes

IAS- 1 Presentation of Financial Statements

As per IAS -10 " Event after the reporting period" are those events favorable and unfavorable, that

occur between the end of the reporting year and the date when the financial statement are

authorized for issue. Two types of event can be identified:

Those that provide evidence of conditions that existed at the end of the reporting year ( adjusting

events after reporting date); and

IAS- 21 The effects of changes in Foreign Exchange Rate

IAS- 2 Inventories

IAS- 18 Revenue

This represents the number of ordinary shares outstanding at the beginning of the year plus the

number of shares issued during the year multiplied by a time weighted factor is the number of

months the specific shares is outstanding as a proportion of the total number of months in the year.

IAS- 8 Accounting Policies, Changes in Accounting Estimates and Errors

The Financial Statements have been prepared in compliance with requirement of IAS as adopted by

The Institute of Chartered Accountants of Bangladesh (ICAB) and applicable in Bangladesh. The

following IASs are applicable for the financial statements for the period under review :

Those that are indicative of conditions that arose after the reporting year (Non-adjusting events after

balance sheet date).

IAS- 16 Property, Plant and Equipment

Application of International Accounting Standards (IASs) :

This represents earnings for the year attributable to ordinary shareholders. As there was no

preference dividend, minority interest or extra or ordinary items, the net profit after tax for the year

has been considered as fully attributable to the ordinary shareholders.

Events after the Reporting Period:

IAS- 17 Lease

IAS- 10 Events after the Reporting Period

Page | 265

IAS- 32 Financial Instruments Presentation

IAS- 39 Financial Instruments : Recognition and Measurement

IFRS- 7 Financial Instruments : Disclosures

IFRS- 9 Financial Instruments

IFRS- 13 Fair Value Measurement

IFRS- 15 Revenue from Contracts and Customers

3.22

3.23 Reporting Period:

3.24

a) Statement of Financial Position as at June 30,2018.

c) Statement of Changes in Equity for the year ended June 30, 2018.

d) Statement of Cash Flows for the year ended June 30, 2018.

e) Explanatory notes to the financial statements.

3.25 General

b) Statement of Profit or Loss and Other Comprehensive Income for the year ended June 30, 2018.

Date of authorization

The Company's management and the Board of Directors are resposible for the preparation and

presentation of Financial Statements as per section 183 of the companies Act 1994.

IAS- 23 Borrowing Cost

Responsibility for preparation and presentation of financial statements:

IAS- 33 Earning Per Share (EPS)

Information on Financial Statement:

The Financial Statements of the Company cover the one year from July 01, 2017 to June 30 , 2018.

Components of the Financial Statements:

These financial statements are presented in Bangladesh Taka which is functional and presentation

currency of the Company. Figures have been rounded off to the nearest Taka.

IAS- 24 Related Party Disclosure

The Board of Directors has authorised the financial statements on 3 September 2018 for publication.

IAS- 37 Provision, contingent liabilities and contingent assets

Following are the component of the financial statements

Re-arrangement

Previous year’s figures have been re-arranged and applied retrospective restatement whenever

necessary to ensure comparability with the current year’s presentation.

Re-Statement

While finalizing the financial statements for the year ended June 30, 2018, we have restated and re-

arranged the previous year's financial statements to comply with IAS-8 “Accounting Policies, Changes

in Accounting Estimates and Errors”. During the year following accounting policies and errors have

been restated in compliance with IAS-8.

1. The sales has been restated by Taka 10,636,133 due to realised & unrealised gain transferred to

other operating income in accordance with IAS-21. As a result Profit & retaind earnings has been

changed by Tk. 2,428,076 due to Income Tax provision arises on aforsaid amount under the IAS-12 "

Income Taxes"

1. The license & renewal expenses Tk. 562,036 under the factory overhead expenses has been

transferred to administrative expenses for better presentation inaccordence with IAS-1.

Page | 266

30-Jun-2018 30-Jun-2017

4.00 Property, plant and equipment :

Land & land development 638,662,500 425,775,000

Building 1,236,543,816 1,064,875,680

Plant & machinery 682,510,063 758,344,515

Electrical equipment 15,523,214 16,939,163

Furniture & fixture 17,058,824 18,598,525

Office equipment 16,842,188 12,655,760

Motor vehicle 34,099,860 26,805,129

Gas line installation 992,611 1,167,778

Internal road 640,713 711,903

Fire equipment 5,035,859 5,924,540

2,647,909,649 2,331,797,994

4.01 Movement of fixed assets

Opening balance 3,120,469,499 3,103,891,732

Add: Addition during the year 23,918,646 16,577,767

3,144,388,145 3,120,469,499

Add: Revaluation of Land & Land Development and Building 645,251,233 234,073,705

Closing balance 3,789,639,378 3,354,543,204

Less: Accumulated deprecation: (1,141,729,729) (1,022,745,210)

Written down value (WDV) 2,647,909,649 2,331,797,994

For its details please refer to Annexure-'A'

5.00 Investment in listed securities

Market Value of Shares 3,434,000 5,381,950

5.01 Gain/(Loss ) on investment in shares:

2017-2018

Khulna Power Co. Ltd. 2,439,150 2,366,000

Delta Spinners Ltd. 1,168,800 1,068,000

3,607,950 3,434,000 (173,950)

2016-2017

ACI Limited 3,042,984 3,047,350

BSRM Steel Limited 1,983,400 1,818,000

Grameenphone Ltd. 490,680 516,600

5,517,064 5,381,950 (135,114)

6.00 Inventories : Note

Yarn 6.01 516,952,384 552,356,287

Stock of W-I-P 6.02 133,497,127 144,365,892

6.03 96,569,183 84,236,983

6.04 84,449,834 91,236,598

6.05 354,569,873 375,692,586

1,186,038,401 1,247,888,346

Finished garments

30-Jun-2017

Accessories*

Dyes & chemicals

4,366

(165,400)

25,920

The above investment in marketable securities that are designated as available for sale by the

management. These are measured at fair value and presented as non-current assets and unrealized

gain/(loss) from the above investment are recognized as other comprehensive income.

Cost valueName of the company

(100,800)


Name of the company

30-Jun-2018

(73,150)

Cost value

Amount in Taka


Page | 267

6.01 26.01

Value in Taka 516,952,384 552,356,287

1,958,152 2,224,999

6.02 Work in progress: 26.00

Value in Taka 133,497,127 144,365,892

272,495 303,138

6.03 26.02

Value in Taka 96,569,183 84,236,983

6.04 26.03

Value in Taka 84,449,834 91,236,598

188,862 206,407

6.05 Finished garments: 26.00

Value in Taka 354,569,873 375,692,586

2,464,167 2,849,851

7.00 Trade and Other Receivables (export):

Opening balance 966,573,707 903,928,694

Add: Sales during the year 3,564,589,658 3,530,213,554

Available for collection 4,531,163,365 4,434,142,248

Less : Received during the year (3,574,531,538) (3,470,484,982)

Closing balance 956,631,827 963,657,266

2,477,958 2,916,441

959,109,785 966,573,707

7.01

880,873,694 937,484,665

78,236,091 29,089,042

Nil Nil

959,109,785 966,573,707

959,109,785 966,573,707

- -

- -

- -

- -

- -

8.00 Advances, deposits & pre-payments : Note

Advance to employees 8.01 1,560,000 2,655,971

Advance against purchases 109,762,065 162,745,079

Margin for bank guarantee 8.02 2,795,460 2,608,780

Security deposit 8.03 13,142,970 13,142,970

Advance tax on others 8.04 - 709,770

127,260,495 181,862,570

* As per Part II of Schedule XI of the Companies Act 1994, the quantities of stocks should be expressed

in quantitative denomination, which could not be provided as the company deals with large number

of products as accessories .


Accessories:


Raw Materials [ Yarn]:


Add:Unrealised gain/(loss) exchange




Dyes & chemicals:





Dedts due by directors or other officers & staffs



Quantity in PCS (Annexure - B)

Page | 268

8.01 Advance to employees 1,560,000 2,655,971

[Details in Annexure- C]

8.02 Margin for bank guarantee ( 10% margin)

Margin for bank guarantee for gas line connection 2,795,460 2,608,780

8.03 Security deposits:

Titas Gas T & D Co. Ltd. for gas connection 13,023,900 13,023,900

Mymensingh PBS-2 for electricity conection 119,070 119,070

13,142,970 13,142,970

8.04 Advance tax on others

Tax on vehicle 732,000 377,000

Import Machinery 270,498 270,498

Bank interest 94,074 62,272

TDS on dividend 57,900 -

1,154,472 709,770

Less: Aadjusted with tax liability Note: 23 (1,154,472) -

- 709,770

8.05

100,192,208 151,508,500

9,569,857 11,236,579

17,498,430 19,117,491

127,260,495 181,862,570

125,700,495 179,206,599

- -

- -

1,560,000 2,655,971

- -

- -

127,260,495 181,862,570

9.00 Cash and cash equivalents :

Cash in hand Note: 9.01 834,073 1,397,015

Cash at bank Note: 9.02 375,552,170 401,642,439

376,386,243 403,039,454

9.01 Cash in hand :

At Factory office 397,486 720,568

At Head office 436,587 676,447

834,073 1,397,015

9.02 Cash at Banks :

Al- Arafah Islami Bank Ltd., Uttara, CD A/C # 61605 654,225 446,355

EXIM Bank Ltd. A/c # 14369 168,863 72,496

National Bank Ltd., FC A/C.1999001777876 3,948 3,816

Islami Bank Bangladesh Ltd., Uttara A/c # 437010 167,004 17,339

Islami Bank Bangladesh Ltd., Mawna, CD A/C # 59302 22,757 15,015

National Bank Ltd. Dilkusha, CD A/C # 1999001787330 125,130 108,268

Prime Bank Ltd. Uttara, CD A/C # 12511090010091 1,910,564 7,455

Bank Alfalah Ltd., CD A/C# 12040624 7,580 9,459

BRAC Bank Ltd., A/c # 1510202043360001 48,769 49,918

One Bank Ltd. Uttara br., A/c # 0060185223019 52,551 742,146


Dedts due by workers or other officers & staffs









Page | 269

Bank Asia, Uttara Br, A/C: 50101000170 281,974 -

Al- Arafah Islami Bank Ltd., Uttara, FC (ERQ)A/C # 163 152,137 874,675

Al- Arafah Islami Bank Ltd., Uttara, SND A/C # 1346 5,305 64,506

FC held for BTB payment, AIBL, Uttara, A/C # 643 370,984,546 399,230,991

BO ID: 1201630058568281, DBL Securities, Uttara Br. 966,819 -

375,552,170 401,642,439

10.00 Share Capital :


Authorized:

20,00,00,000 ordinary shares of Tk. 10/= each 2,000,000,000 2,000,000,000

Issued subscribed and fully paid up capital:

80,370,000 ordinary shares of Taka 10/= each 803,700,000 28,200,000

803,700,000 28,200,000

10.01 Share holdings position:

Particulars of shareholders and their share holding position is as under:

Amount in Taka Amount in Taka

2017-2018 2016- 2017 2017-2018 2016 - 2017

Md. Rafiqul Islam 32,600,000 1,000,000 40.56 326,000,000 10,000,000

Md. Shofiqul Islam 12,872,500 385,000 16.02 128,725,000 3,850,000

Md. Toufiqul Islam 14,250,000 500,000 17.73 142,500,000 5,000,000

Ms. Mukta Islam 3,420,000 120,000 4.25 34,200,000 1,200,000

Md. Toriqul Islam 1,885,000 10,000 2.35 18,850,000 100,000

Mrs. Sazeda Islam 142,500 5,000 0.18 1,425,000 50,000

Aman Breeders Ltd. 3,800,000 400,000 4.73 38,000,000 4,000,000 Aman Poultry &

Hathery Ltd. 11,400,000 400,000 14.18 114,000,000 4,000,000

Total 80,370,000 2,820,000 100 803,700,000 28,200,000

Classification of shares by holding :

No. of

ShareholderNo. of shares % of holding

Less than 100,000 - - -

1 142,500 0.18%

- -

3 9,105,000 11.33%

- -

3 38,522,500 47.93%

1 32,600,000 40.56%

Above 3,00,00,000

8 80,370,000 100%

11.00 Share Money Deposit :

This represents share money deposit received from the following directors-

Md. Rafiqul Islam 11.01 - 73,007,270

Md. Shofiqul Islam 11.02 - 150,000,000

Md. Toufiqul Islam 11.03 - 150,000,000

- 373,007,270

11.01 Md. Rafiqul Islam

Opening balance 73,007,270 300,000,000

Less: Share money refund (73,007,270) (226,992,730)

- 73,007,270

The paid up capital increased by TK. 775,500,000 through issuing 77,550,000 numbers of bonus share.

Date of issue: 03 December 2017

Name of the

Shareholders

Slabs by number of shares

From 50,00,001 to1,00,00,000

From 1,00,00,001 to 2,00,00,000

From 2,00,00,001 to 3,00,00,000

From 10,00,001 to 50,00,000

%

From 5,00,001 to 10,00,000

No. of Shares

From 1,00,001 to 5,00,000

Page | 270

11.02 Md. Shofiqul Islam

Opening balance 150,000,000 150,000,000

Less: Share money refund (150,000,000) -

- 150,000,000

11.03 Md. Toufiqul Islam

Opening balance 150,000,000 150,000,000

Less: Share money refund (150,000,000) -

- 150,000,000

12.00 Share Premium

No of shares Premium

per share Amount in Taka Amount in Taka

Md. Shofiqul Islam 5000 40 200,000 200,000

Md. Toriqul Islam 10000 40 400,000 400,000

Mrs. Sazeda Islam 5000 40 200,000 200,000

Aman Breeders Ltd. 400000 40 16,000,000 16,000,000

400000 40 16,000,000 16,000,000

820,000 32,800,000 32,800,000

Date of issue: 30 April 2016

13.00 Retained Earnings:

Opening balance 1,739,040,031 1,399,788,927

Add: Profit during the year 348,861,548 339,251,104

Less: Bonus share issued (775,500,000) - 1,312,401,579 1,739,040,031

14.00 Tax Holiday Reserve

Tax holiday reserve is made up as follows:

Opening balance carry forwarded 194,207,788 194,207,788

194,207,788 194,207,788

15.00 Revaluation Surplus of Land & Building:

Fair Value / Market Value of Land 638,662,500 425,775,000

Book Value (191,701,295) (191,701,295)


Less: Previous Revaluation Surplas (31.05.2015) (234,073,705) -

212,887,500 234,073,705


Net Revaluation Surplus during the year 206,500,875 227,051,494

- Fair Value / Market Value of Building 850,954,596 - Book Value/ Written down value (652,664,568) - Revaluation Surplus 198,290,028 - Less: Deferred Tax on Revaluation 15% (29,743,504) - Net Balance of Revaluation Surplus 168,546,524 -

602,098,892 227,051,494

411,177,528 - Current year revaluation Surplus

Name of the Shareholders

Total revaluation surplus

According to Finance Act 2016 & Income Tax Ordinance 1984 section 82 (C) & 53 H & rules 17II(c)

deferred tax has been calculated @ 3% on Revaluation Reserve of Land.

Aman Poultry & Hathery Ltd.

Total

Page | 271

16.00 Available for sale reserve :

Opening balance (121,603) (780,183)

Add: Addition during the year (34,952) 658,580 (156,556) (121,603)

17.00 Long term borrowing :

Borrowings from bank Note : 17.01 994,670,709 1,286,880,198

Borrowings from NBFI Note : 17.02 7,169,338 -

1,001,840,047 1,286,880,198

17.01 Borrowings from bank :

Al -Arafah Islami Bank Ltd., A/c # 90000016 840,149,103 1,018,172,519






Al -Arafah Islami Bank Ltd., A/c # 40000249 483,070 1,032,869



1,277,248,437 1,569,457,926

1,569,457,926 1,331,217,879

Add: Received during the year - 398,086,906

Add: Interest charged for the year 134,037,433 150,673,577

1,703,495,359 1,879,978,362

(426,246,922) (310,520,436)

Closing Balance as at June 30, 2018 1,277,248,437 1,569,457,926

(282,577,728) (282,577,728)

994,670,709 1,286,880,198

Bank: Al Arafah Islami Bank Ltd., Uttara Model Town Br. Dhaka.

17.02 Borrowings from NBFI :

Phoenix Finance & Investment Ltd. 9,661,173 -

9,661,173 -

Not later than one year 3,629,844 -

Later than one year but not later than five years 7,864,662 -

Later than five years - -

11,494,506 -

Less: Future finance charge (1,833,333) -

Present value of minimum lease payments 9,661,173 -

Included in the financial statements as:

Current borrowings 2,491,835 -

Non-current borrowings 7,169,338 -

9,661,173 -

Tenure: 5 Years

Less: Repayment during the year:

Sanctioned Limit: TK. 1,30,00,000.00

Tenure:7 years

Security : Registered mortgaged of land , building, machineries &

floating assets charge creation with RJSC.

Institution: Phoenix Finance & Investment Ltd.

Less: Current maturity transferred to current liability


Opening balance as at 1st July

Sanction Limit: TK. 188,10,86,906.00

Rate of profit : @ 14.00%

Page | 272

18.00 Deferred Tax

PPE except land 1,810,957,121 732,519,020 1,078,438,101

3,434,000 3,607,950 (173,950)

638,662,500 191,701,295 446,961,205

Building 850,954,596 652,664,568 198,290,028

699,909 - 699,909


Applicable Tax Rate

Corporate tax 15%


Regular tax 35%




244,968






701,982


Deferred Tax on Revaluation of building -



(457,014)




PPE 1,906,022,994 882,904,354 1,023,118,640

5,381,950 5,517,064 (135,114)

425775000 191,701,295 234,073,705

2,005,663 - 2,005,663




Tax base


Deferred tax on unrealised gain/ (loss) on exchange )

Taxable/

(Deductible

temporary

difference)

As at 30 June 2017

Carrying

amount on

reporting date

Tax base



As at 30 June 2018

Investment in listed shares


Carrying

amount on

reporting date


Taxable/

(Deductible

temporary

difference)

Page | 273

Applicable Tax Rate

Corporate tax 15%


Regular tax 35%




701,982





-




701,982

Unrealized gain from investment in shares 73,176

Deferred Tax on Revaluation -

19.00 Short term borrowings :

PC A/C, Al- Arafah Islami Bank Ltd. ( AIBL) 71,372,666 225,032,272

Bai- Muazzal A/C ,AIBL 70,490,000 70,000,000

Bai- Salam A/C ,AIBL 230,954,640 47,542,100

Quard against Cash Assistance, AIBL 14,608,750 -

387,426,056 342,574,372

Sanction Limit:

BTB LC 100.00

crore

Tenure : 1 year

20.00

282,577,728 282,577,728

2,491,835 -

285,069,563 282,577,728

21.00 Trade and Other Payables :

Opening balance 355,849,663 386,030,561

2,260,053,078 2,273,723,741

2,615,902,741 2,659,754,302

(2,253,548,736) (2,304,815,417)

362,354,005 354,938,885

1,778,049 910,778

364,132,054 355,849,663

Less: Payment made during the year

Bai- Muajjal 7.00 crore

Available for payment

Add: Unrealised ( gain)/loss exchange


Security : inventory floating charge creation with RJSC

Total payable

Al Arafah Islami Bank Ltd.,Utttara Model Town Br. Dhaka.



Al-Arafah Islami Bank Ltd.




Current maturity of long term borrowing

Page | 274

22.00 Liabilities for Expenses :


9,869,485 8,796,836

Salary & wages payable 47,554,598 44,470,667

- 60,000

Others payable 1,268,397 2,746,932 Electricity bill

payable 16,427 23,027

Audit fee payable 187,500 187,500

VAT Payable 243,213 150,818

1,746,282 642,364

29,912,655 28,010,963

Professional Fees 345,000 -

91,143,557 85,089,107

22.01 WPPF payable

Opening balance 28,010,963 24,636,941

Add: During the 19,186,083 19,641,354

47,197,046 44,278,295

(17,284,391) (16,267,332)

29,912,655 28,010,963

23.00 Provision for tax :

Net Tax Liability :

28,209,495 14,817,512

Tax for the year 27,019,209 39,891,757

(29,244,268) (26,499,774)

(4,500,000) -

Note: 8.04 (1,154,472) - 20,329,964 28,209,495

24.00 Net Asset Value - NAV :

NAV per share with revaluation:

Shareholders' equity including revaluation surplus 2,945,051,704 2,594,184,980



NAV per share without revaluation:

Shareholders' equity excluding revaluation surplus 2,342,952,811 2,367,133,486



Par value of share 10 10

Less- Advance income tax

Board meeting fee payable

WPPF payable ( Note-21.01)

Gas bill payable

Closing balance

Less - Tax paid for FY 2015-2016

Less - Tax deducted at source

Less: Paid during the year

Opening balance

TDS Payable

Page | 275

2017-2018 2016-2017

25.00

3,564,589,658 3,530,213,554

3,564,589,658 3,530,213,554

Quantity in PCS 21,120,458 22,468,790

26.00 Cost of sales : Quantity

Raw materials (yarn) consumption 26.01 6,067,820 1,566,860,885 1,519,892,630

Accessories consumption 26.02 376,366,261 356,025,131

Dyes & chemicals consumption 26.03 777,687 346,684,399 364,523,015

Factory overhead 26.04 682,753,138 646,476,371

Works costs KG 6,067,820 2,972,664,683 2,886,917,147

Add : Opening stock of work-in-process 303,138 144,365,892 154,536,982

Less : Closing stock of work-in-process 272,495 (133,497,127) (144,365,892)

Cost of production PCS 20,734,774 2,983,533,448 2,897,088,237

Add : Opening stock of finished goods 2,849,851 375,692,586 383,658,764

Less : Closing stock of finished goods 2,464,167 (354,569,873) (375,692,586)

Cost of goods sold PCS 21,120,458 3,004,656,161 2,905,054,415

26.01 Raw materials (yarn) consumption :

Opening stock of yarn 2,224,999 552,356,287 524,789,637

5,800,973 1,531,456,982 1,547,459,280

8,025,972 2,083,813,269 2,072,248,917

Less : Closing stock of yarn 6.01 1,958,152 (516,952,384) (552,356,287)

6,067,820 1,566,860,885 1,519,892,630

Raw materials (yarn) purchase :

Value in [ Taka] 1,531,456,982 1,547,459,280

Quantity in [KG] 5,800,973 6,233,471

26.02 Accessories consumption :

84,236,983 71,876,954

Add : Purchases of accessories 388,698,461 368,385,160

472,935,444 440,262,114

Less : Closing stock of accessories 6.03 (96,569,183) (84,236,983)

376,366,261 356,025,131

26.03 Dyes & chemicals consumption : Quantity- KG

206,407 91,236,598 97,880,312

Add : Purchases of dyes & chemicals 760,142 339,897,635 357,879,301

Dyes & chamicals available for use 966,549 431,134,233 455,759,613

6.04 188,862 (84,449,834) (91,236,598)

777,687 346,684,399 364,523,015

Dyes & chemical purchase :

Value in [ Taka] 339,897,635 357,879,301

Quantity in [KG] 760,142 808,055

Amount in Taka

Yarn available for use

Less : Closing Stock of dyes &

chemicals

Opening stock

Sales

Export of garments

Add : Purchases of yarn

Opening stock of accessories

Accessories available for use

Page | 276

26.04 Factory overhead :

Wages & allowances 385,020,933 362,695,697

Gas bill 121,272,704 102,772,218

Electricity bill 209,712 253,297

Fuel and lubricants 6,815,328 5,786,004

11,219,288 11,856,934

C & F charges 12,478,282 12,236,597

Carriage & transport 8,972,461 8,236,598

Labour expenses 675,684 603,500

Medical expenses 154,595 476,375

Telephone & mobile expenses 537,853 668,034

Sub materials 2,213,657 2,119,930

Stationeries 674,245 601,268

5,742,369 5,426,934

Spare parts 3,215,473 3,108,259

Tiffin for workers 4,423,674 4,116,857

Travelling & conveyance 901,518 723,356

Entertainment 297,863 113,583

Miscellaneous expenses 59,278 52,700

Uniform & liveries 73,548 71,236

Depreciation 117,794,673 124,556,994 682,753,138 646,476,371

27.00 Administrative expenses :

41,715,018 40,126,593

Director remuneration 37.00 4,800,000 4,800,000

Audit fees 187,500 187,500

57,800 35,500

Entertainment 559,056 352,608

Fuel & lubricants 1,403,154 1,325,694

Office Rent 552,000 -

Insurance 2,096,400 2,182,727

Internet expenses 180,000 202,500

Board meeting fee 80,000 60,000

Fees, forms & 921,030 858,404

Medical expenses 203,166 265,825

Office expenses 677,452 642,419

13,408 12,546

923,694 906,547

Stationeries 1,267,325 1,236,587

Repair & maintenance 93,548 85,693

IT maintenance 689,371 635,128

Telephone & mobile expense 112,350 97,500

Professional fees 575,000 -

Travelling & conveyance 1,103,778 2,156,932

Central fund for RMG sector 1,160,689 1,059,625

Depreciation 1,189,845 1,258,151

Miscellaneous expenses 61,487 56,752 60,623,071 58,545,231

Repair & maintenance

Workers transportation expenses

Postage & courier

Donation & subscription

Newspaper & periodicals

Salaries & allowances

Page | 277

28.00 Selling & distribution expenses :

Commercial expenses 3,302,699 3,652,461

Business promotion expenses 1,561,544 692,076

Sample expense 1,069,369 1,765,624

Export realization expenses 4,549,224 6,066,623

10,482,836 12,176,784

29.00 Other operating income

Cash incentive 108,267,540 62,765,658

Note: 29.01 (1,197,890) 280,228

318,021 121,693

Dividend income 289,500 -

2,733,593 8,630,470

Note: 29.02 699,909 2,005,663

111,110,673 73,803,712

29.01

(895,713) 302,177

(302,177) (21,949)

(1,197,890) 280,228

29.02

Accounts receivable 2,477,958 2,916,441

Accounts payable (1,778,049) (910,778)

699,909 2,005,663

30.00 Financial expenses :

Interest on borrowings (Notes-30.1) 197,030,518 215,772,404 197,030,518 215,772,404

30.01 Interest on borrowings :

Interest on long term loan 134,037,433 150,673,577

Interest on CCH loan 12,143,594 8,738,904

Interest on LDBP - 303,952

Interest on PC loan 33,665,346 30,675,099

9,547,361 4,773,081

3,437,694 925,427

Interest on leasing 3,315,887 17,225,492

Bank charges 883,203 2,456,872 197,030,518 215,772,404

31.00 Current tax

3,248,027 1,882,970

25,996,241 24,616,804 29,244,268 26,499,774

Gain ( Loss) from securities

Interest on loan against cash incentive

Exchange gain/ (loss) for currency fluctuation


Unrealised exchange gain/ (loss)

Realized gain/(loss) on marketable securities :

This represent Gain/(Loss) on marketable securities during the year

Realised gain/(Loss) at closing

Realised gain/(Loss) at opening

Interest received from SND A/C

i) Minimum tax U/S-82C(2)

1) AIT at source on cash incentive

2) AIT at source on export bills Realization

Interest on Bai- Salam

Page | 278

Sales revenue 3,564,589,658 0.0026 9,166,088 9,105,042

Cash incentive 108,267,540 0.0012 129,921 75,319

Interest income 318,021 0.60% 1,908 730

- 0.60% - 1,681

Dividend income 289,500 0.60% 1,737 -

Other income 1,535,703 0.60% 9,214 53,464 9,308,868 9,236,237

29,244,268 26,499,774

383,721,662 392,827,078

118,984,518 125,815,145

Less: Taxable depreciation (174,303,980) (212,055,128)

(110,410,764) (71,798,049)

(699,909) (2,005,663)

217,291,527 232,783,384

Tax on business income 217,291,527 15% 32,593,729 34,917,508

Tax on cash incentive 108,267,540 3% 3,248,026 1,882,970

Tax on interest income 318,021 35% 111,307 42,593

(1,197,890) 10% - 28,023

Tax on dividend income 289,500 20% 57,900 -

Tax on other income 2,733,593 35% 956,758 3,020,665

b) Regular tax 36,967,720 39,891,757

36,967,720 39,891,757

(4,155,179) -

(2,917,305) -

(3,010,072) -

134,045 -

27,019,209 39,891,757

32.00 Unrealized gain/(loss) on securities:

Closing unrealized gain/(loss) (173,950) (135,114)

Opening unrealized gain/(loss) (135,114) (866,870)

Unrealized gain/(loss) during the year (38,836) 731,756

Related tax 3,884 (73,176)

(34,952) 658,580

33.00 Earning per share :

The computation of EPS is given below:

Earnings attributable to ordinary share holders 348,861,548 339,251,104

(Net Profit after tax)

Weighted average No. of outstanding shares 80,370,000 80,370,000

Basic EPS restated 4.34 4.22

33.01 Diluted earning per share :

Profit after tax 348,861,548 339,251,104

Total existing number of share 80,370,000 80,370,000

Diluted earning per share restated 4.34 4.22

ii) Minimum tax U/S-82C(4)

Capital gain on sale of listed

companies

a) Minimum tax ( Higher of I & ii)

Business income

Profit before taxation as per

Add: Accounting depreciation

Less: Other Operating Income

Excess Provision for the year 2013


Shortage Provision for the year

Add:Unrealised (gain)/ loss on

Taxable business profit

Current tax (Higher of a & b)

Tax on capital gain on sale of listed companies


Page | 279

34.00 Reconciliation of Profit/Loss before tax to Cash Generate from Operation


Add: Depreciation 118,984,518 125,815,145

Add: Finance Cost 197,030,518 215,772,404

Less: Non Operating Income 908,390 (280,228)

(Increase)/Decrease in prepayments 53,892,305 (2,325,549)

(Increase)/Decrease in Receivable 7,463,922 (62,645,013)

(Increase)/Decrease in Inventory 61,849,945 (15,145,697)

Increase/(Decrease) in payable 8,282,391 (30,180,898)

Increase/(Decrease) in Liabilities for Expenses 6,054,450 (1,308,346)

(3,248,027) (1,882,970)

(25,996,241) (24,616,804)

(4,500,000) -

Advance tax on others (444,702) (371,168)

803,999,131 595,657,954

AIT at source on cash incentive

AIT at source on export bills Realization

Tax paid for FY 2015-2016

Page | 280

35.00 Related party disclosure

2017-2018 2016-2017

Name of the partyNature of

transaction

Transacted

amount in

BDT

Transacted

amount in BDT

Remuneration 4,800,000 4,800,000

Board meeting

fee 20,000 20,000


fee 20,000 20,000


fee 20,000 20,000


fee 10,000 -

Purchase 239,513,055 282,522,224

Payable 129,275,972 62,298,006

Purchase 686,812,386 551,407,673

Payable 92,666,321 192,097,365

36.00

36.01 Total amount of board meeting fees paid to directors during the period is as follows:

NameNature of

transaction2017-2018 2016-2017

Md. Rafiqul IslamBoard meeting

fee 20,000 20,000


fee 20,000 20,000


fee 20,000 20,000


fee 10,000 -

Md. Iftikhar- Uz - ZamanBoard meeting

fee 10,000 -

80,000 60,000

36.02

Name 2017-2018 2016-2017

Md. Rafiqul Islam Managing Director 4,800,000 4,800,000

Mr. Naresh Paul Arora Executive Director 2,400,000 -

Mr. Md. Golam Sorwar

MozomderChief Financial Officer 1,200,000 1,200,000

Mr. Mesbah Uddin ShiponDGM- Knitting ( Factory) 1,200,000 1,200,000

Ms. Saba Khan Manager, Fashion Design 1,800,000 1,800,000

Mr. Azizul Islam Khan GM- IE & Planning 1,000,000

Mr. Rajesh Tatineni Chief Operating Officer - 5,072,520

Mr. Golam Sarwar FarooqueGM(Production) - 1,764,000

11,400,000 16,836,520

Anwara Mannan Textile

Mills Ltd.

The party is related to the company if the party cast significant influence over the subject matters and

also holding the controlling power of the management affairs of the company and any transaction

made during the year with the party related there with is termed as related party transaction as per IAS-

24" Related Party Disclosure". During the year under audit related party transactions were made which

has influenced the company's business. The details of related party transactions during the year along

with the relationship is illustrated below in accordance of IAS-24:

Relationship with the

company




Aman Cotton Fibrous Ltd.


Common Director

The total amount of remuneration paid to the top five salaried officers of the company in the

accounting year is as follows:

Total


Common Director

Md. Rafiqul Islam

MD & Shareholder

Designation

Disclosure of managerial remuneration:

Particulars

Total

Designation


MD & Shareholder


Page | 281

36.03

Particulars 2017-2018 2016-2017

Directors 80,000 60,000

Directors 4,800,000 4,800,000

Officers & Executives 41,715,018 40,126,593

46,595,018 44,986,593

2017-2018 2016-2017

37.00 Disclosure regarding director remuneration :

Director remuneration 4,800,000 4,800,000

Managing Director remuneration TK.4,00,000 per month.

38.00 General

38.01 Audit fee

Audit fee of TK. 1,87,500.00 only reprsents the audit fee inclusive of VAT.

38.02 Employees long term benefit:

38.03 Capacity utilization: 2017-2018 2016-2017

Garments- PCS

Capacity 30,000,000 30,000,000

Utilization 20,734,774 21,902,382

% of utilization 69.12 73.01

Knitting- M.Ton


Utilization 6,068 6,042


Dyeing - M.Ton


Utilization 5,733 5,740


* Capacity in unit of garments depends on unit price.

38.04 Number of employees:

Head office Factory Workers

27 141 4,373 4,541

Less than TK.5,300/= - - -

27 141 4,373 4,541

38.05 Events after the reporting period:

Salary, bonus & other allowances

As per IAS-10 "Events after the reporting period" are those event favorable and unfavorable,that occur

between the end of the reporting period and the date when the financial statement are authorized for

issue. Two types of event can be identified.

Officers & Staffs

Remuneration

Not less than TK.5,300/=

Total

Total

The company has no Gratuity Fund & PF scheme as yet as such no provision has been made in the

financial statement

Board meeting fee

Nature of payment

Salary Range (monthly)

Aggregate amount of remuneration paid to all directors and officers during the financial year is as

Total

Page | 282

38.06

38.07 There is no interest capitalized during the period.

39.00 Disclosure as per requirements of schedule XI, part II, para 8 of Company Act 1994

ParticularsLocal

Purchase

Foreign

purchaseTotal Consumed

% of

consumption

Yarn 1,378,311,284 153,145,698 1,531,456,982 1,566,860,885 68.42

Dyes & Chemical 16,994,882 322,902,753 339,897,635 346,684,399 15.14

Accessories 58,304,769 330,393,692 388,698,461 376,366,261 16.44

Total 1,453,610,935 806,442,143 2,260,053,078 2,289,911,545 100

FOB Value of export:

The FOB value of export for the year ended 30 June 2018 is as follows:

Particular In foreign

currency In BDT.

Export 43,669,172.80$ 3,564,589,658

40.00

(a)

(b)


The company maintains a reasonable debt/ equity ratio; and accordingly, adverse impact of interest

rate fluctuation will not adversely affect the Company's performance as the Company emphasizes on

equity base financing to reduce the dependency on borrowing. Therefore, management perceives that

the fluctuation of interest rate on borrowing would have little impact upon the performance of the

Company.

Exchange rate risks:

If exchange rate increase against local currency opportunity is created for getting more revenue

against sale in local currency. On the other hand, if exchange rate will have little impact on profitability

of the company.

Those that are indicative of conditions that arose after the reporting period (Non-adjusting events

after balance sheet date).

Risk Factors and Management's Perceptions about the Risks

The Company is operating in an industry involving both external and internal risk factors having direct

as well as indirect effects on its business, results of its operations and financial condition, as follows:

Interest rate risks:

Interest rate is concerned with borrowed funds of short-term & long-term maturity.Interest rate risk is

the risk that the company faces due to unfavorable movements in the interest rates.Volatility in

money market & increased demand for loans/ investment funds raise the rate of interest. A Change in

the government's policy also tends to increase the interest rate. High rate of interest enhances the

cost of fund of a company. Such rises in interest rates however mostly affect companies having floating

rate loans.

In the year under review the company did not remit any amount as dividend , technical Know- how,

royalty, professional consultation fees, interest and other matters either its share holders or others.

Those that provide evidance of conditions that existed at the end of the reporting period adjusting

events after reporting date and

Disclosure requirement of schedule XI, part II, para 8( b&d) of Company Act 1994 CIF Value of Yarn,

Dyes & Chemical, Accessories and consumption.

No material events has occurred after the balance sheet date to the date of issue of these financial

statement, which could affect the values stated in the financial statements.

Page | 283

(c)

(d)

(e) Technology-related Risks:

Technology always plays a vital role for the existence of any industrial concern, ensuring better service

to the customers and minimizing the cost in various aspects. Any invention of new more cost involving

technology may cause technological obsolescence and negative operational efficiency. Any serious

defects in the plant and machinery my affect production and profitability calling for additional

investment for replacement.



Market for the Company's product is growing at an exponential rate with growth of urbanization and

incremental income level of consumers along with their preference to convenience. Therefore,

market risks will be minimal.

The Company utilizes its market research team that is continuously working for in-depth

understanding of the customers needs and preferences and accordingly, arranging its technology.

The Company has established its brand name in the market with its quality products, range of products

and customers service. Therefore, industry risks will be limited.

Market risks:

Market risks refers to the risk of adverse market conditions affecting the sales and profitability of the

company. Mostly, the risk arises from falling demand for the product or service which would harm the

performance of the company. On the other hand, strong marketing and brand management would

help the company to increase their customer base.

The products of the company are sold in foreign currency and payment for raw materials are made

mostly in foreign currency. Therefore ,volatility of exchange rate will have little impact on profitability

of the company.

Industry risks:

The products of the company are sold in foreign currency and payment for raw materials are made

mostly in foreign currency. Therefore ,volatility of exchange rate will have little impact on profitability

of the company.

Management perception :

Management perception

Page | 284

(A) C

OST

:

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ent

191,

701,

295

191,

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(B) R

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2

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ITEM

S O

F AS

SETS

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ST

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E C

I A

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Writ

ten

dow

n va

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as o

n 30

.06.

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ten

dow

n

valu

e as

on

30.0

6.20

17

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nce

as o

n

01.0

7.20

17

Add

ition

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ing

the

year

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ance

as o

n

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18Ra

teBa

lanc

e as

on

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rged

for

the

year

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ance

as o

n

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ition

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the

year

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ance

as o

n

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rged

for

the

year

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ance

as o

n

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AM

AN

TEX

LIM

ITED

Prop

erty

Pla

nt &

Equ

ipm

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Sch

edul

e

As

at 3

0 Ju

ne 2

018

Ann

exur

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'

ITEM

S O

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CO

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ten

dow

n va

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.06.

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17

Page | 285

Annexure - B

Finished goods: Quantity in PCS


as at 01.07.2017

Production

during

the year

Sales during

the year

Closing Balance

as at 30.06.2018

Finished

Garments 2,849,851 20,734,774 21,120,458 2,464,167

Total 2,849,851 20,734,774 21,120,458 2,464,167

Work in process: Quantity in KG


as at 01.07.2017

during

the year

Transferred to

production

Closing Balance

as at 30.06.2018

Fabrics 303,138 272,495 303,138 272,495

Total 303,138 272,495 303,138 272,495

Raw Materials ( Yarn): Quantity in KG


as at 01.07.2017

Purchased

during

the year

Consumption

during

the year

Closing Balance

as at 30.06.2018

Yarn 2,224,999 5,800,973 6,067,820 1,958,152

Total 2,224,999 5,800,973 6,067,820 1,958,152

Dyes & chemicals:

Quantity in KG


as at 01.07.2017

Purchased

during

the year

Consumption

during

the year

Closing Balance

as at 30.06.2018

Dyes & Chemical 206,407 760,142 777,687 188,862

Total 206,407 760,142 777,687 188,862

AMAN TEX LIMITED

Statement of Inventory Movement


Page | 286

Annexure - C

30.06.2018 30.06.2017

ASM Irsadul Hoque 170,000

Anisul Hoque Ansari 250,000 450,000

Imran Mahmood 63,070

Md. Faridul Islam 25,000

Md. Mofazzal Hossan 6,000

Md. Sherajul Islam Kabir 5,000

Md. Zakir Hossain 22,000

Md. Jahid Hasan Talukder 40,000 -

Mr. C.M. Atique Munir 150,000 300,000

Mr. Liton 80,650

Mr. Md. Tanvir Rahman 30,000

Placid Costa Paul 95,000 150,000

Wahed Ahammed Syeed 500,000 500,000

Mr.Md. Shahabuddin 60,000 -

Md. Humayun Kabir 20,000 100,000

Abdus Salam Mollah 115,000 500,000

Jagdish Singh 81,300

Md. Liton 160,000 240,000

Faruke Ahammed 50,000

Md. Solaimman Patwary 40,000

SM Emdadul Haque Bhuiyan 12,951

Total 1,560,000 2,655,971

Aman Tex Limited

List of the employees advance

Name of the EmployeesAmount in Taka

Page | 287

Valuer: Ahmed Zaker & Co. Chartered Accountants

VALUATION REPORT

AMAN TEX LIMITED

VALUATION REPORT

ON LAND & BUILDING

As at June 30, 2018

Page | 288

TABLE OF CONTENT

1.0 TRANSMITTAL LETTER 3

2.0 EXECUTIVE SUMMARY 4

3.0 SCOPE OF THE WORK 6

4.0 ASSUMPTIONS, CONDITIONS AND LIMITATIONS 6-7 5.0 APPROACHES & METHODOLOGY 8-9

6.0 SELECTION OF APPROPRIATE METHODOLOGY 9-10

7.0 TITLE DETAILS 10

Description of land 10 8.0 MARKET COMMENTARY 10-11

9.0 VALUATION METHODOLOGY/ VALUATION AS PER WORK DONE 11-13 10.0 S.W.O.T ANALYSIS 13

I. Strength 13 II. Weakness 13 III. Opportunity 13 IV. Threat 13

11.0 DISCLAIMERS 14 12.0 Annexure-A 15-16 13.0 Annexure-B 17-18 14.0 Annexure-C 19 15.0 Photograph of Land& Building of the AMAN TEX LIMITED

Page | 289

AZC/Valuation/AMAN TEX LTD/2018 July 18, 2018 The Managing Director AMAN TEX LIMITED. 2, Ishakha Avenue, Sector 6, Uttara Model Town, Dhaka-1230, Bangladesh. Sub: Valuation of land & building of AMAN TEX LIMITED. Dear Sir In reference to your appointment letter dated 26 June 2018, we have been engaged to make an independent valuation of land & building of AMAN TEX LIMITED. Accordingly we have performed the valuation and now are pleased to submit our report on the said assignment. The valuation is subject to the information provided to us by the management of AMAN TEX LIMITED as well as the assumptions and financial data which appear in the report. The conditions given in the agreement together with the discussions between the management of AMAN TEX LIMITED and senior partner of Ahmed Zaker & Co. provided a clear scope of the assignment. The outcome agreed was to provide a report in a suitable template. While preparing our report, in addition to the conditions as indicated, we have applied the best possible professional judgment and have tried to cover most of the issues shared by management with us in several meetings. We have appraised of the value of the land & building in accordance with International Financial Reporting Standard 13: Fair Value Measurement as promulgated by The Institute of Chartered Accountants of Bangladesh (ICAB) and the International Valuation Standards (IVS) published by the International Valuation Standards Council (IVCS) and Bangladesh Securities and Exchange Commission Notification no. SEC/CMRRCD/2009-193/150/Admin Dated- August 18, 2013. We have also verified the ownership, possession and use of the assets as are due to company. We have maintained the Fundamental Principles of Ethical Conduct namely Integrity, Objectivity, Competence, Confidentiality and Professional Behavior regarding the valuation and taken all possible steps to avoid or mitigate possible threats to compliance of these principles. Finally, we take this opportunity to express our deep appreciation to the management of AMAN TEX LIMITED for the courtesy and cooperation extended to our representatives in fulfilling the accomplishment of our assignment. Thank you. Yours faithfully, Sd/- AKM Mohitul Haq, FCA Senior Partner Ahmed Zaker & Co. Chartered Accountants

https://www.facebook.com/pages/Ahmed-Zaker-Co-Chartered-Accountants/128962673847286

https://www.facebook.com/pages/Ahmed-Zaker-Co-Chartered-Accountants/128962673847286

Page | 290

EXECUTIVE SUMMARY

NATURE OF PROPERTY: Land

Subject Property measuring 608.25 decimals Land as per CS, RS & SA record for which Government kajna was paid.

Building Subject Building is a 7 (Seven) storied building; one Effluent Treatment Plant; one 2 (two) storied building comprised of Salt & Chemical store, Brushing & sueding, M/C, Dye store & Reservoir pump/ware house/WTP; one Tharmo Boiler; one Pre-fab batch preparation area; one 6 (six) Storied Dormitory; one 8 (eight) Storied Dormitory no-02; one Utility building; Boundary Wall; Road; Drain.

However, valuation for one 8 (Eight) storied Warehouse and Knitting floor was not included in the above subject property in course of valuation in the company’s assets.

PROPERTY ADDRESS: The reported land property is situated at Boiragichala, Sreepur, Gazipur.

CLIENT: AMAN TEX LIMITED Registered Office of the Company is located at 2, Ishakha Avenue, Sector 6, Uttara Model Town, Dhaka-1230.The principal place of business and the manufacturing plant are located at Boiragichala, Sreepur, Gazipur.

PURPOSE OF REPORT: Determination of current fair market value of land & building in the books of Accounts of the company as at June 30, 2018.

USER OF THE REPORT: AMAN TEX LIMITED & Stakeholders of the company.

POSSESSION & USE OF ASSETS: The assets are under possession of AMAN TEX LIMITED and assets are being used to serve the business objective of the company.

CERTIFICATE OF TITLE: The subject property is fully owned by AMAN TEX LIMITED which is acquired through purchase. Details are shown In Annexure-A

REGISTERED OWNER/ POSSESSOR: The property is owned and possessed by AMAN TEX LIMITED

VALUATION DATE: June 30, 2018

ASSESSED FAIR MARKET VALUE: Taka 1,489,617,096

VALUER: Ahmed Zaker & Co. Chartered Accountants IMPORTANT: All data provided in this summary is wholly reliant on and must be read in conjunction with the information provided in the attached report. It is a synopsis only designed to provide a brief overview and must not be acted on in isolation.

Page | 291

3.0 Scope of the Work

Based on the Terms of References outlined in the letter of appointment Dated June 26, 2018 for this work and subsequent discussions with the management of the aforementioned company and application of our best professional judgment, the scope of work stood as under: ▪ An independent valuation of land & building of AMAN TEX LIMITED as at 30 June 2018;

▪ Identifying all the land & building of the company through physical verification;

▪ Verifying the ownership of land & building and reviewing all the necessary particulars such as title of the

ownership, date of purchase/ lease, Khajna Copies, Khatian no, Plot no, price, etc.;

▪ Assessing fair value of the land & building as may be applicable; and

▪ Ascertaining the current value of the said land & building based on the results of the revaluation and application

of best professional judgment with due care.

4.0 ASSUMPTIONS, CONDITIONS AND LIMITATIONS:

▪ Unless stated otherwise in this report, we have assumed that the company is compliant with applicable laws

and regulations and all necessary statutory approvals and permits have been obtained;

▪ That the land & building are not subject to any infringement or restrictions on title;

▪ The valuation contemplates facts and conditions existing as of the valuation date. Events and conditions, if any,

occurring after that date which are not in our knowledge have not been considered, and we have no obligation

to update our report for such events and conditions;

▪ Information, estimates, and opinions contained in this report are obtained from sources considered to be

reliable. However, we assume no liability for such sources;

▪ We assume no responsibility for the legal matters including, but not limited to, legal or title concerns;

▪ Value of the land & building in the present market condition is a relative term as the seller and the buyer look

at it from different point of view. Moreover, it differs from a willing seller and an unwilling seller and similarly a

willing buyer will have a different value from that of an unwilling buyer;

▪ We have assumed that no hazardous conditions or materials exist which could affect the subject business or its

assets. However, we are not qualified to establish the absence of such conditions or materials, nor do we assume

the responsibility for discovering the same;

▪ We are not required to give testimony in court, or be in attendance during any hearings or depositions, with

reference to the land of the company being valued, unless previous arrangements have been made;

▪ The various estimates of value presented in this report apply to this valuation only and may not be used out of

the context presented herein; and

Page | 292

▪ This revaluation is valid only for the purpose to reflect the fair value of the land & building in the financial

statements of the company and for the date specified herein.

▪ The Firm is eligible for valuation service as it is registered under the Institute of Chartered Accountants of

Bangladesh (ICAB), Bangladesh Bank and Bangladesh Securities and Exchange Commission (BSEC) of Bangladesh and the valuer has a long period of experience in the professional arena like, Auditing, Valuation, Appraisal, Taxation etc. Short profile of the firm prescribed herein after:-

AHMED ZAKER & CO. started its professional works establishing in the year 1979 having 39 years professional

experience under the name and style AHMED ZAKER & CO. Chartered Accountants and by the passage of time have

spread its Branch offices wings at Uttara, Dhaka & Chittagong. The total number of Partners are 05 (Five) personnel,

apart from that there are 03 (Three) Senior Professional qualified accountants working as Advisors and 146

experienced professional staff.

INTERNATIONAL AFFILIATION: We are a member firm of Geneva Group international (GGi) a global alliance of independent professional firms, helps us continuously learn global auditing trends and work processes. This helps us being proactive in our service field and provide in depth and consultancy service for our Clients 5.0 Approaches & Methodology Applied 5.1 Approaches

Our approaches to revaluation of land include the following activities:

▪ Data collection: Gathering of all available data and Deed copy from the management of the company on the

land & building situated at Boiragichala , Shreepur, Gazipur;

▪ Orientation and Briefing to the Team: Briefed the professional team members so that all the members of the

team can understand as to what are their specific duties and responsibilities regarding the accomplishment of

said assignment;

▪ Selection of Valuation Method: We have studied all the methodologies used for valuation of land & building

and among them we have chosen a suitable method which is found appropriate, deemed feasible and

considered relevant for the client;

▪ Field Survey, Data Collection and Compilation: The physical inspection & survey was carried out by our officials

namely Mr. Asif Ahmed, Md. Moyeen Uddin and Mr. Engineer Mahabubul Alam on 10 July, 2018. The team

collected value information from different sources and then compiled in a way useful to perform the revaluation

process;

▪ Revaluation and Reporting: Using suitable method we determined the fair value of the land & building and

prepared draft report under direct guidance of the engagement partner and shared with the management; and

▪ Discussion for Finalization: We held discussion on draft report with management of Aman Tex Ltd. and finalized

the report incorporating the necessary inputs that came out during discussion on the draft report.

Page | 293

5.2 Valuation Methodologies

The three principal valuation approaches described in International Financial Reporting Standards 13: Fair Value Measurement (IFRS 13) and the International Valuation Standard (IVS) can all be applied to the valuation of land & building:

▪ Market Approach – uses prices and other relevant information generated by market transactions involving

identical or comparable (similar) assets, liabilities, or a group of assets and liabilities.

▪ Cost Approach – reflects the amount that would be required currently to replace the service capacity of an asset

(current replacement cost).

▪ Income Approach – converts future amounts (cash flows or income and expenses) to a single current

(discounted) amount, reflecting current market expectations about those future amounts.

The market approach is commonly adopted for valuation of land. The valuation is made on the basis of “Fair Market Value” which equal to the average value of available Market price and intrinsic price of Land as per International Accounting Standard (IAS) and International Valuation Standards. During recognition of the cost of the factory building we have taken into consideration the present costs of construction materials, labor cost and workmanship etc. as well as we have taken into the consideration the materials used for the construction of the building and the quality of its finishing work, fixture and fittings etc. to arrive at a fair and reasonable value of the same as per IAS-16 “Property, Plant & Equipments" and International Accounting Standard (IAS) and International Valuation Standards.

Note: The Fair market value is the estimated amount for an asset should exchange on the date of valuation between willing parties in an arms length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently, and without compulsion also considering location, size of the property and the infrastructure in and around and future prospect of locality.

6.0 Selection of Appropriate Methodology

We have valued the land & building at current market price keeping consideration of all the relevant factors and other price determination and on the basis of information taken from local land brokers/real estate agents, members, local land office and dwellers as well as resident of the adjacent areas. Also visited Sub-Registry office at Sreepur, Gazipur district to discuss with Sub-Registrar and surveyor to find out the Government rate of different class of land in the vicinity at Sreepur, Gazipur district. Market Evidence:

In selecting the valuation Method of this asset we have considered the entire land & building as a single cash generating unit and the property is readily available for sale in the market separately. The price of land & building is on the increasing trend due to the following reasons:

1. Volume of available price in the market. 2. Frequency of transfer in the subject market area. 3. Demand of the market of Land. 4. Inflation of the economy. 5. Increasing density. 6. Scarcity of property in the subject market area and 7. Future prospect of business of the company.

Page | 294

Valuation Methodology Calculation:

In calculating the Fair Market Value of the subject property, we have used an accredited approach such as direct comparison approach.

Direct Comparison Approach / Market Value Approach:

In the event of direct comparison and considering the market evidence, value of a land & building may be ascertained based on a notional value but not the absolute value. As the Land is readily available for sale in the market therefore, the actual selling price can be determined on the basis of recent transfer price between the willing parties at arm’s length transaction.

Valuation of land previously done:

The subject land was valued by the valuer namely Mahfel Haq & Co., Chartered Accountants as at 31 May 2015 at a value of per decimal of land Tk. 7,00,000 and total value of the land was determined Tk. 425,775,000. Thereafter, the said land was developed by the company at Tk. 212,887,500 and total value of the land as of 30 June 2018 stands at Tk. 638,662,500.

7.0 TITLE DETAILS: Legal Description:

Land The subject Property is described as an Tangible Asset and the property is fully owned by AMAN TEX LIMITED (Details are Shown In Annexure –A) and all Khajna relating to Land were paid to the Government treasury up to the valuation date. Land measuring 62.00 decimal per deed no. 8380 and 73.22 decimal per deed no. 8381 out of which 41.00 decimal from deed no. 8380 and 41.00 decimal from deed no, 8381 are fully under control of the Company and have been valued respectively.

8.0 MARKET COMMENTARY:

The subject Property is a 608.25 decimals Land Property located definitely in a very demand full area of Sreepur, Gazipur district where many Commercial complex, Bazar, Industry are situated and some under development project too. Besides present day’s paucity of land is a triggering factors in high value of the land at that locality vicinity at a higher value corresponding with the Industrial area perspective.

Valuation team: The following professionals and technical personnel were engaged in this revaluation work: A K M Mohitul Haq FCA,Senior Partner of the Firm Mr. Kawser Ahmed, Senior Manager Mr, Asif Ahmed, Field Auditor Mr .Moyeen Uddin, Field Auditor Mr. Engineer Mahabubul Alam (Civil Engineer) Mr. Ashraful Hoq, Land Broker

Page | 295

9.0 Valuation as per Work Done

Following procedures have been carried out in order to ascertain the fair value of land & building of AMAN TEX LIMITED:

▪ The date of the valuation is at June 30, 2018.

▪ The valuation covers only land & building owned and possessed by the company. Other classes of assets were

kept outside the scope of the valuation considering those are expected to be realizable at their Written down

Value (WDV).

▪ In the event of direct comparison considering the market evidence, value of a property may be ascertained based

on a notional value but not the absolute value. As the Land is readily available for sale in the market therefore, the actual selling price can be determined on the basis of recent transfer price between the willing parties at arm’s length transaction. During recognition of the cost of the factory building we have taken into consideration the present costs of construction materials, labor cost and workmanship etc. as well as we have taken into the consideration the materials used for the construction of the building and the quality of its finishing work, fixture and fittings etc.

▪ To ascertain the fair value of the Land firstly we discussed the history and nature of business, its economic status

and prospects with the management of AMAN TEX LIMITED.

▪ We have examined the relevant Deed Copies of land and other available supporting documents against

acquisition of the land and ascertained the historical cost and number of year(s) the land & building that are in

possession. (See Annexure-A)

▪ The land & building of the company at Boiragichala, Sreepur, Gazipur have been physically verified with reference

to the list of land in order to ascertain, amongst others, their location, measurement and their existence.

Based on above basis and our best assumption and professional judgments, the valuation of land & building of AMAN TEX LIMITED is summarized below:

Page | 296

LAND

From the recent market trend it shows that available market price for the developed land of Sreepur, Gazipur area varied from Tk. 1,000,000 to Tk. 1,100,000 per decimal which comes to on average of Taka 1,050,000. Details are shown in annexure-B

After taking into account all of the relevant factors, along with market evidence, the current market value of the subject property are considered: The Valuation of Land:

Sl No. Particulars Area Measurement

In decimal Rate (TK)

Per decimal Total

Amount in Taka

1 Land Sreepur, Gazipur

608.25 decimals 1,050,000 per

Decimal 638,662,500

Total Market Value 608.25 decimals 638,662,500

The Value of Building: Subject Building is a 7 (Seven) storied building; one Effluent Treatment Plant; one 2 (two) storied building comprised of salt & Chemical store, Brushing &sueding, M/C, Dye store & Reservoir pump/ware house/WTP; one Tharmo Boiler; one Pre-fab batch preparation area; one 6 (six) Storied Dormitory; one 8 (eight) Storied Dormitory no-02; one Utility building; Boundary Wall; Road; Drain.

However, valuation for one 8 (Eight) storied Warehouse and Knitting floor was not included in the above subject property in course of valuation in the company’s assets.

Total useful life span of the Building has been estimated for forty years from the beginning of the construction of the above building, plants etc. and the life expectancy of the Buildings are presently considered for Thirty-Two Years (Approx.)

SL. No.

Description Unit Floor Area Value

01 7 (Seven) storied building sqm 28,523.49 661,602,794

02 Effluent Treatment Plant sqm 1625.99 34,474,565

03 2 (two) storied salt & Chemical store, Brushing &sueding, M/C, Dye store & Reservoir pump/ware house/WTP

sqm 1381.93 29,513,837

04 Tharmo Boiler sqm 133.78 2,473,627

05 Pre-fab batch preparation area sqm 528.99 9,991,510

06 6 (six) Storied Dormatory sqm 1128.31 26,555,870

07 8 (eight) Storied Dormatory-02 sqm 1508.77 37,143,773

08 Utility building sqm 1488.31 31,595,645

09 Boundary Wall rm 38.099 595,537

10 Road sqm 1601.65 12,846,594

11 Drain rm 525.48 4,160,844

Total Value 850,954,596

Page | 297

Total assessed value of Land & Building:

Land 638,662,500 Building 850,954,596 Total 1,489,617,096

Value assessed under the Direct Comparison/Market Value Approach is

AS AT

June 30, 2018

Taka 1,489,617,096

(Taka One Hundred Forty-Eight Crore Ninety-Six Lakh Seventeen Thousand Ninety-Six)

Exclusive of applicable VAT & Taxes

10.0 S.W.O.T ANALYSIS:

Strength:

➢ It has full furnished and Developed standardly under the industrial enterprises to fit industrial demand. ➢ Market is available. ➢ Demand for the property is high

Weakness:

There is no mentionable weakness in relation to the subject property.

Opportunity:

➢ The subject Property has a good prospect in the subject market area due to the country’s economy

growth in terms of GDP growth. ➢ As the density is growing faster due to civilization. ➢ Scarcity of the household land, Commercial space and Residential space.

Threat:

There is no such virtual threat.

Page | 298

11.0 DISCLAIMERS:

The valuation is for the use only of the party to which it is addressed and is not to be used for any other purpose. No responsibility is accepted or undertaken to any third parties in relation to this valuation and report. The valuer’s inspection and report does not constitute a structural survey and is not intended as such. We Ahmed Zaker & Co. Chartered Accountants state that we do not have any direct or financial interest in the Property described herein. This report is also provided on the basis that we will not be liable for losses resulting from natural reason and Government policy.

This report is relevant as at the date of preparation and to circumstances prevailing at that time. However, within a rapidly changing economic environment experiencing fluctuations in interest rates, rents and building expenditure, returns on property and values as a consequence can change over a relatively short time scale. We therefore strongly recommend that before any action is taken involving acquisitions, disposal, shareholding restructure or other transaction, that you consult the valuer.

This valuation is current as at the date of valuation only. The value assessed herein may change significantly and unexpectedly over a relatively short period, (Including as a result of general market movements or factors specific to the particular Property). We do not accept liability for losses arising from such subsequent changes in value. Without limiting the generality of the above comment, we do not assume any responsibility or accept any of the valuation, or such earlier date if you become aware of any factors that have any effect of the valuation.

Unless otherwise stated all valuation figures provided are applicable VAT & Taxes exclusive.

Should any collateral/pledge exist in respect to the property, we reserve the right to review the valuation.

Except as specifically set out in this report, the valuation is given on the basis that; 1. The client has made a full and frank disclosure of all material information. 2. The construction of valuation figure complies with the requirements of relevant authorities. Neither the whole nor part of this report, nor any reference thereto may be included in any document, circular nor statement without our written approval of the form and context in which it will appear.

Finally, and in accordance with standard practice it is stated that this report is prepared for the addresses only and no liability for damages incurred by a third party using the whole or any part thereof will be accepted.

We have formed our opinion based on data provided by AMAN TEX LIMITED and have used our best professional judgments in reaching to the conclusion. This conclusion is subject to the Statement of Assumptions and Limiting Conditions presented earlier in this report.

Page | 299

CS SA RS CS SA RS

1 8621 02.09.2005 Aman Tex.Ltd.

Md.Dildar

Hossain

& others

338 911 61 1851 1851 7760 Chala

43 No.Sreepur,

Boiragirchala,

Sreepur,Gazipur

58.75

91 25 61 1851 1851 7760 Chala 6.05

4/282 466 328 1848 1848 7755 Chala 8.08

4/12 467 329 1841/2210 1841/2210 7746 Bari 1.9

166/1 477 937 1841/2210 1841/2210 7757 Chala 36.31

338 600 293 1841/2210 1841/2210 7757 Chala 28.94

99 264 279 1841/2210 1841/2210 7758 Chala 7

91 25 61 1851 1851 7760 Chala 11.45

4/282 466 328 1848 1848 7755 Chala 17.42

4/18 467 329 1841/2210 1841/2210 7756 Bari 4.1

166/1 477 937 1841/2210 1841/2210 7757 Chala 97.89

338 600 293 1841/2210 1841/2210 7757 Chala 76.86

99 264 279 1841/2210 1841/2210 7758 Chala 15

7759 Sail 18

7760 Chala 65.75

7761 Chala 11.06

7762 Sail 6

253 1001 244 1968 1968 12587

Sail

7 No. keowa,

Boiragirchala,

Sreepur,Gazipur 30.75

7761 Chala 6.94

7762Sail 18

6 8380 21.11.2006 Aman Tex.Ltd.

Most.Hasina

Begum

& others

4/282,

4/18

25,

264328 1841/2210 7758

Sail

43 No. Sreepur,

Boiragirchala,

Sreepur,Gazipur 41

7 8381 21.11.2006 Aman Tex.Ltd.Md. Abdul Aowal

& others

4/282,

4/18

25,

264

328,

3291841/2210 7758

Sail

43 No.Sreepur,

Boiragirchala,

Sreepur,Gazipur 41

608.25

43 No. Sreepur,

Boiragirchala,

Sreepur,Gazipur

5 6391 28.08.2006 Aman Tex.Ltd.Alhaj Md.Shafiz

Uddin &others338 911 61 1851 1851

43 No.Sreepur,

Boiragirchala,

Sreepur,Gazipur4 6265 23.08.2006 Aman Tex.Ltd.

Moulana

Md.Mofiz

Uddin & others

18511851338 911 61

3 3223 14.05.2006 Aman Tex.Ltd.

43 No.Sreepur,

Boiragirchala,

Sreepur,Gazipur

Most.Jannatul

Fardaus MunaAman Tex.Ltd.14.05.20063224

Md.Fazle

Rabbi

Khan(Riad) &

others

43 No.Sreepur,

Boiragirchala,

Sreepur,Gazipur

2

AMAN TEX LTD.

Boiragirchala,Sreepur,Gazipur.

Mouza:Shreepur,kewa

Annexure- A

SL No.Deed

No.

Date of

Lease/

Acquisition

Owner of the

property

Transferor of the

property

Khatian No. Plot No.

Class MouzaArea of

property

Page | 300

CS SA RS CS SA RS

1 8621 02.09.2005 Aman Tex.Ltd.

Md.Dildar

Hossain

& others

338 911 61 1851 1851 7760 Chala

43 No.Sreepur,

Boiragirchala,

Sreepur,Gazipur

58.75 1,050,000 61,687,500

91 25 61 1851 1851 7760 Chala 6.05 1,050,000 6,352,500

4/282 466 328 1848 1848 7755 Chala 8.08 1,050,000 8,484,000

4/12 467 329 1841/2210 1841/2210 7746 Bari 1.9 1,050,000 1,995,000

166/1 477 937 1841/2210 1841/2210 7757 Chala 36.31 1,050,000 38,125,500

338 600 293 1841/2210 1841/2210 7757 Chala 28.94 1,050,000 30,387,000

99 264 279 1841/2210 1841/2210 7758 Chala 7 1,050,000 7,350,000

91 25 61 1851 1851 7760 Chala 11.45 1,050,000 12,022,500

4/282 466 328 1848 1848 7755 Chala 17.42 1,050,000 18,291,000

4/18 467 329 1841/2210 1841/2210 7756 Bari 4.1 1,050,000 4,305,000

166/1 477 937 1841/2210 1841/2210 7757 Chala 97.89 1,050,000 102,784,500

338 600 293 1841/2210 1841/2210 7757 Chala 76.86 1,050,000 80,703,000

99 264 279 1841/2210 1841/2210 7758 Chala 15 1,050,000 15,750,000

7759 Sail 18 1,050,000 18,900,000

7760 Chala 65.75 1,050,000 69,037,500

7761 Chala 11.06 1,050,000 11,613,000

7762 Sail 6 1,050,000 6,300,000

253 1001 244 1968 1968 12587 Sail

7 No. keowa,

Boiragirchala,

Sreepur,Gazipur

30.75 1,050,000 32,287,500

7761 Chala 6.94 1,050,000 7,287,000

7762 Sail 18 1,050,000 18,900,000

6 8380 21.11.2006 Aman Tex.Ltd.

Most.Hasina

Begum

& others

4/282,

4/18

25,

264328 1841/2210 7758 Sail

43 No. Sreepur,

Boiragirchala,

Sreepur,Gazipur

41 1,050,000 43,050,000

7 8381 21.11.2006 Aman Tex.Ltd.Md. Abdul Aowal

& others

4/282,

4/18

25,

264

328,

3291841/2210 7758 Sail

43 No.Sreepur

Boiragirchala,

Sreepur,Gazipur

41 1,050,000 43,050,000

608.25 638,662,500

43 No. Sreepur,

Boiragirchala,

Sreepur,Gazipur

5 6391 28.08.2006 Aman Tex.Ltd.Alhaj Md.Shafiz

Uddin &others338 911 61 1851 1851

43 No.Sreepur,

Boiragirchala,

Sreepur,Gazipur4 6265 23.08.2006 Aman Tex.Ltd.

Moulana

Md.Mofiz

Uddin & others

18511851338 911 61

3 3223 14.05.2006 Aman Tex.Ltd.

43 No.Sreepur,

Boiragirchala,

Sreepur,Gazipur

Most.Jannatul

Fardaus MunaAman Tex.Ltd.14.05.20063224

Md.Fazle

Rabbi

Khan(Riad) &

others

43 No.Sreepur,

Boiragirchala,

Sreepur,Gazipur

2

Total

Value per

Desimal

Total Value

(TK)

AMAN TEX LTD.

Boiragirchala,Sreepur,Gazipur.

Mouza:Shreepur,kewa

Annexure- B

SL No.Deed

No.

Date of

Lease/

Acquisition

Owner of the

property

Transferor of the

property

Khatian No. Plot No.

Class MouzaArea of

property

Page | 301

Anne

xure

-CSl

. No.

Part

icul

arA

ddre

ssA

cqui

siti

on

date

Are

a (S

qm)

Acq

uisi

tion

Cos

t as

per A

ccou

nts

Cost

per

sqm

Dep

reci

atio

nW

ritt

en D

own

Val

ue

Dep

reci

atio

n Ra

te

Tota

l Use

ful

Life

Use

d Li

feRe

mai

ning

Use

ful l

ife

Fair

Val

ue a

s at

30.0

6.18

Reva

luat

ion

surp

lus

17

(Sev

en)

stor

ied

build

ing

Boir

agic

hala

,

Shre

epur

,

Gaz

ipur

1/7/

2010

28,5

23.4

957

9,29

8,19

1.06

20

,309

.51

71,8

62,5

37.5

450

7,43

5,65

3.53

2.50

%40

yea

rs8

year

s32

yea

rs66

1,60

2,79

415

4,16

7,14

0.47

2Ef

fluen

t

Trea

tmen

t

Plan

t

Boir

agic

hala

,

Shre

epur

,

Gaz

ipur

30/0

7/20

1016

25.9

930

,185

,865

.78

18

,564

.61

3,74

4,58

7.76

26,4

41,2

78.0

32.

50%

40 y

ears

8 ye

ars

32 y

ears

34,4

74,5

658,

033,

286.

97

4Th

arm

o Bo

iler

Boir

agic

hala

,

Shre

epur

,

Gaz

ipur

12/7

/201

013

3.78

2,16

5,90

3.26

16

,190

.04

268,

682.

531,

897,

220.

732.

50%

40 y

ears

8 ye

ars

32 y

ears

2,47

3,62

757

6,40

6.27

5Pr

efa

bba

tch

prep

arat

ion

area

Boir

agic

hala

,

Shre

epur

,

Gaz

ipur

15/0

7/20

1052

8.99

8,74

8,54

7.80

16

,538

.21

1,08

5,26

6.37

7,66

3,28

1.43

2.50

%40

yea

rs8

year

s32

yea

rs9,

991,

510

2,32

8,22

8.57

66

(six

)St

orie

d

Dor

mat

ory

Boir

agic

hala

,

Shre

epur

,

Gaz

ipur

20/0

7/20

1011

28.3

123

,252

,270

.90

20

,608

.05

2,88

4,46

8.18

20,3

67,8

02.8

12.

50%

40 y

ears

8 ye

ars

32 y

ears

26,5

55,8

706,

188,

067.

19

78

(eig

ht)

Stor

ied

Dor

mat

ory-

02

Boir

agic

hala

,

Shre

epur

,

Gaz

ipur

28/0

7/20

1015

08.7

732

,523

,019

.41

21

,555

.98

4,03

4,51

4.07

28,4

88,5

05.3

42.

50%

40 y

ears

8 ye

ars

32 y

ears

37,1

43,7

738,

655,

267.

66

8U

tilit

y bu

ildin

gBo

irag

icha

la,

Shre

epur

,

Gaz

ipur

1/7/

2010

1488

.31

27,6

65,0

88.7

2

18,5

88.2

6 3,

431,

882.

7624

,233

,205

.96

2.50

%40

yea

rs8

year

s32

yea

rs31

,595

,645

7,36

2,43

9.04

9Bo

unda

ry W

all

Boir

agic

hala

,

Shre

epur

,

Gaz

ipur

1/7/

2010

38.0

9952

1,45

1.10

13

,686

.74

64,6

86.5

545

6,76

4.56

2.50

%40

yea

rs8

year

s32

yea

rs59

5,53

713

8,77

2.44

10Ro

adBo

irag

icha

la,

Shre

epur

,

Gaz

ipur

1/7/

2010

1601

.65

11,2

48,4

54.1

1

7,0

23.0

4 1,

395,

382.

329,

853,

071.

782.

50%

40 y

ears

8 ye

ars

32 y

ears

12,8

46,5

942,

993,

522.

22

11D

rain

Boir

agic

hala

,

Shre

epur

,

Gaz

ipur

ala

30/0

7/20

1052

5.48

3,64

3,22

7.36

6

,933

.14

451,

946.

113,

191,

281.

252.

50%

40 y

ears

8 ye

ars

32 y

ears

4,16

0,84

496

9,56

2.75

32

(tw

o)st

orie

d

salt

&

Chem

ical

stor

e,Br

ushi

ng

&su

edin

g,

M/C

,D

yest

ore

&Re

serv

oir

pum

p/w

are

hous

e/W

TP

Boir

agic

hala

,

Shre

epur

,

Gaz

ipur

5/7/

2010

1381

.93

3,20

5,75

9.16

22,6

36,5

02.3

02.

50%

40 y

ears

8 ye

ars

Tota

l74

5,09

4,28

1.06

18

,700

.12

25,8

42,2

61.4

6

850,

954,

596

198,

290,

028.

00

Am

an T

ex L

imit

edRe

valu

atio

n sh

eet f

or B

uild

ing

& o

ther

Con

stru

ctio

n

92,4

29,7

13.0

065

2,66

4,56

8.00

32 y

ears

29,5

13,8

376,

877,

334.

70

Page | 302

(b) Information as is required under section 186 of the 1994 relating to holding company:

Not applicable for Aman Tex Limited since the company has no subsidiary.

(c) Selected ratios as specified in Annexure-D:

Aman Tex Limited

Ratio analysis

For the year ended 30 June 2018, 2017, 2016, 2015 and 2014

Formula 30/06/18 30/06/17 30/06/16 30/06/15 30/06/14

Current assets

Current l iabilities

Current assets - inventories -

Prepayments

Current l iabilities

Revenue

Average Accounts

receivables

Cost of revenueAverage inventories

Revenue

Average total assets

Gross margin

Revenue

Operating profitRevenue

Net profit after tax

Revenue

Net profit after taxAverage total assets

Net profit after tax

Average Total equity

Net profit after tax available

to ordinary shareholders

Weighted Average No. of

share

EBITDA

Revenue

Total debt

Total assets

Total debt

Total equity

EBIT

Interest/ finance cost

Cash available for Debt

Services

Total debt service

NOCF

No. of share

NOCFPS to EPS ratio NOCFPS

EPS

Sd/-

Dhaka, Bangladesh Mahfel Huq & Co.

Dated, 20 Septermber 2018 Chartered Accountants

9.24%

16.83%

9.41%

11.97% 10.78%

18.98% 20.35%

6.50% 6.54%

121.98

1.75

0.44

2.54

24.00%

9.21%

25.08%

22.47% 26.28%

2.30 50.04 57.81 32.48 27.60 V. Ca

sh

flow

ratios NOCFPS 211.23 233.75 162.15

Debt service coverage

ratio 1.51 1.42 1.70 1.53

Times inerest earned

ratio 2.82 2.36 2.49

IV. So

lvency

Ratio

s

Debt to total assets

ratio 0.49 0.53 0.55 0.64

Debt to equity ratio 0.98 1.14 1.22

Earnings per share

(EPS) 4.22 4.04 4.99 4.42

Return on Equity (ROE) 13.37%

III. Pr

ofitab

ility r

atios

Gross margin ratio 17.71% 19.29%

4.34

EBITDA margin 20.80% 22.17%

17.80%

15.71%

Operating profit ratio

Return on Assets ratio

(ROA)

Inventory turnover

ratio

3.70

23.24% 22.51%

6.69%

0.87

2.77

21.70%

II. Op

eratin

g Effic

iency

Ratio

s

Accounts receivable

turnover ratio 3.77 3.98 4.47

0.68

2.37

0.68

2.47 2.34

12.60%

1.16 0.96

2.33 2.42 2.04 2.31 2.56

6.79

0.77 Asset turnover ratio

9.79%

0.80

Quick ratio 1.25 1.18

14.23%

2.35

0.71

1.16

The following ratios has been computed from the audited financial statements of Aman Tex Limited for the year ended June 30, 2018,

2017, 2016, 2015 and 2014:

9.61%

19.62%

10.00

Financial ratio

I. Liqu

idity

Ratio

s Current ratio

2.95

1.49

Net profit ratio

Page | 303

Aman Tex Limited

Ratio analysis: calculation

For the year ended at 30 June 2018, 2017, 2016, 2015 and 2014

Formula

Amount in Tk. Result Amount in Tk. Result Amount in Tk. Result Amount in Tk. Result Amount in Tk. Result

Current assets 2,648,794,924 2,799,364,077 2,861,365,245 2,479,651,742 2,056,066,652

Current l iabi l i ties 1,148,101,194 1,094,300,365 1,227,983,168 1,022,909,329 1,007,511,325

Current assets -

inventories -Prepayments 1,335,496,028 1,369,613,161 1,449,456,743 1,186,439,767 970,584,528

Current l iabi l i ties 1,148,101,194 1,094,300,365 1,227,983,168 1,022,909,329 1,007,511,325

Revenue 3,564,589,658 3,530,213,554 3,517,402,447 3,351,217,043 3,295,758,322

Average Accounts

receivables 962,841,746 935,251,201 884,387,773 749,639,993 485,139,537

Cost of revenue (3,004,656,161) (2,905,054,415) (2,838,840,378) (2,572,272,868) (2,554,037,781)

Average inventories 1,216,963,374 1,240,315,498 1,208,392,449 1,085,186,122 922,511,334

Revenue 3,564,589,658 3,530,213,554 3,517,402,447 3,351,217,043 3,295,758,322

Average tota l assets 5,218,341,297 5,221,575,544 4,968,867,804 4,358,021,330 3,775,055,966

Gross margin 559,933,497 625,159,139 678,562,069 778,944,175 741,720,541

Revenue 3,564,589,658 3,530,213,554 3,517,402,447 3,351,217,043 3,295,758,322

Operating profi t 599,938,263 628,240,836 667,552,966 727,335,774 670,630,914

Revenue 3,564,589,658 3,530,213,554 3,517,402,447 3,351,217,043 3,295,758,322

Net profi t a fter tax 348,861,548 339,251,104 324,978,939 401,202,236 355,217,893

Revenue 3,564,589,658 3,530,213,554 3,517,402,447 3,351,217,043 3,295,758,322


Average tota l assets 5,218,341,297 5,221,575,544 4,968,867,804 4,358,021,330 3,775,055,966


Average Tota l equity 2,769,618,342 2,537,726,503 2,283,510,097 1,785,593,469 1,351,587,943

Net profi t a fter tax

ava i lable to ordinary

shareholders

348,861,548 339,251,104 324,978,939 401,202,236 355,217,893

Weighted Average No. of

share80,370,000 80,370,000 80,370,000 80,370,000 80,370,000

EBITDA 699,418,677 734,292,934 779,792,209 840,511,565 791,085,888

Revenue 3,564,589,658 3,530,213,554 3,517,402,447 3,351,217,043 3,295,758,322

Tota l debt 2,355,086,869 2,542,359,041 2,825,339,041 2,545,376,373 2,599,479,348

Tota l assets 5,300,138,573 5,136,544,021 5,306,607,067 4,631,128,540 4,084,914,119

Tota l debt 2,355,086,869 2,542,359,041 2,825,339,041 2,545,376,373 2,599,479,348

Tota l equity 2,945,051,704 2,594,184,979 2,481,268,026 2,085,752,167 1,485,434,771

EBIT 580,434,159 608,477,789 648,738,534 706,204,955 650,917,363

Interest/ finance cost 197,030,518 215,772,404 274,893,215 283,588,579 256,646,339

Cash available for Debt

Services 718,922,781 754,055,981 798,606,641 861,642,384 810,799,439

Tota l Debt Service 482,100,081 498,350,132 561,045,747 507,422,853 529,679,774

NOCFPS 10.00 211.23 233.75 162.15 121.98

EPS 4.34 4.22 4.04 4.99 4.42

NOCF 803,999,131 595,657,954 659,165,298 324,309,913 243,953,282

No. of share 80,370,000 2,820,000 2,820,000 2,000,000 2,000,000

Dhaka, Bangladesh Sd/-

Dated, 20 Septermber 2018 Mahfel Huq & Co.


IV. S

olve

ncy

Ratio

s

Debt service

coverage ratio

III. P

rofit

abili

ty ra

tios

Gross margin ratio

Operating profi t

ratio

Debt to equity ratio

Debt to tota l assets

ratio

Times interest

earned ratio

EBITDA margin

Current ratio

Earnings per share

(EPS)

Return on Equity

(ROE)

Return on Assets

ratio (ROA)

Net profi t ratio

30-Jun-16

4.22

1.25

3.77

2.34

30-Jun-15 30-Jun-14Financial Ratio

Inventory turnover

ratio

II. O

pera

ting

Effic

ienc

y

Ratio

s

Accounts receivable

turnover ratio

Asset turnover ratio

Quick ratioI. Li

quid

ity

Ratio

s

2.56

1.49

2.30

2.31

1.16

3.70

2.47

0.68

15.71%

16.83%

19.62%

0.80

9.79%

6.69%

12.60%

4.34

2.95

0.44

0.68

0.49

0.98

2.82

1.51

50.04

17.71%

17.80%

9.61%

6.50%

13.37%

2.42

1.16

4.47

2.37

0.77

18.98%

3.98

2.35

0.71

1.70

19.29% 23.24%

21.70%

11.97%

9.21%

22.47%

9.24%

9.41%

10.78%

4.99

25.08%

0.55

1.22

26.28%

4.42

2.04

0.96

6.79

2.77

0.87

20.35%

22.51%

NOCFPS to EPS ratio

1.14

2.36

1.42

0.64

1.75

27.60 32.48

2.49 2.54

1.53

57.81

30-Jun-18 30-Jun-17

0.53

4.04

22.17%

2.33

1.18

24.00%20.80%

162.15 121.98 V. C

ash

flow

ratio

s

6.54%

14.23%

NOCFPS 10.00 211.23 233.75

Page | 304

Industry average compared with Aman Tex Limited

Sl. Financial Ratio

30-Jun-17 30-Jun-16 30-Jun-15 30-Jun-14 30-Jun-13

ATL Industry

Avg. ATL

Industry Avg.

ATL Industry

Avg. ATL

Industry Avg.

ATL Industry

Avg.

Liquidity Ratios

1 Current Ratio 2.56 1.66 2.33 2.24 2.42 2.72 2.04 1.66 1.49 1.09

2 Quick Ratio 1.25 1.08 1.18 1.65 1.16 2.02 0.96 1.11 0.61 0.68

Operating Efficiency Ratios

1

Accounts Receivable Turnover Ratio (In times)

3.77 5.10 3.98 5.07 4.47 5.51 6.79 5.82 9.02 5.08

2 Inventory Turnover Ratio (In times)

2.34 6.51 2.35 7.05 2.37 6.53 2.77 6.19 2.47 4.92

3 Asset Turnover Ratio (In times)

0.68 0.96 0.71 1.01 0.77 1.05 0.87 1.09 0.77 0.96

Profitability Ratios

1 Gross Margin Ratio %

17.71% 17.10% 19.29% 15.31% 23.24% 17.44% 22.51% 19.62% 24.06% 22.28%

2 Operating Profit Ratio %

17.80% 9.40% 18.98% 8.50% 21.70% 10.50% 20.35% 13.09% 21.71% 16.09%

3 Net Profit Ratio % 9.61% 5.74% 9.24% 5.55% 11.97% 7.58% 10.78% 8.67% 10.72% 9.16%

4 Return on Assets Ratio (ROA) %

6.50% 3.30% 6.54% 3.41% 9.21% 4.84% 9.41% 6.05% 8.28% 5.25%

5 Return on Equity Ratio (After Tax) %

13.37% 5.64% 14.23% 5.69% 22.47% 7.09% 26.28% 8.59% 22.68% 10.18%

6 Earnings Per Share Ratio (EPS)

4.22 1.49 4.04 1.62 4.99 1.86 4.42 2.17 3.38 2.56

7 EBITDA Margin 20.80% 13.69% 22.17% 12.91% 25.08% 14.29% 24.00% 15.99% 27.35% 20.01%

Solvency Ratios

1 Debt to total Assets Ratio

0.49 0.41 0.53 0.38 0.55 0.38 0.64 0.38 0.65 0.48

2 Debt Service Coverage Ratio

1.51 0.85 1.42 0.80 1.70 2.02 1.53 1.09 1.69 0.80

3 Times Interest Earned Ratio

2.82 4.79 2.36 4.82 2.49 5.08 2.54 4.77 2.62 3.38

4 Debt Equity Ratio (In times)

0.98 0.90 1.14 0.92 1.22 0.92 1.75 0.80 1.85 1.22

Cash Flow Ratios

1 Net Operating Cash Flow Per Share

7.41 5.08 8.20 (2.45) 4.04 0.47 3.04 2.64 3.54 7.81

2

Net Operating Cash Flow Per Share/Earning Per Share (EPS)

1.76 2.66 2.03 (0.51) 0.81 0.32 0.69 1.23 1.05 3.22

The ratio of Aman Tex Limited has been calculated based on Audited Financial Statements and Industry average ratios are calculated on the basis of financial data collected from Annual Report of following four publicly traded Companies corresponding accounting years:

Sl. Name of the Company Considered Accounting Years

1 Apex Spinning and Knitting Mills Limited For the year ended 30 June 2017, 2016, 2015, 2014 and 2013

2 Generation Next Fashion Limited For the year ended 30 June 2017, 2016, 2015, 2014 and 2013 3 Evince Textiles Limited For the year ended 30 June 2017, 2016, 2015, 2014 and 2013 4 Tosrifa Industries Limited For the year ended 30 June 2017, 2016, 2015, 2014 and 2013

Page | 305

Analysis:

Sl. No. Financial Ratio 30-Jun-17

ATL Industry Avg. Remark/ Explanation

Liquidity Ratios

1 Current Ratio 2.56 1.66 ATL's Current Ratio is better than the industry average current ratio because of relatively lower current liabilities.

2 Quick Ratio 1.25 1.08 ATL's Ratio is better than the industry average ratio as quick assets are relatively higher.


1 Accounts Receivable Turnover Ratio (In times)

3.77 5.10 ATL's Ratio is lower as collection period is longer than the average industry.


2.34 6.51 ATL's Ratio is higher because of relatively high inventory level.


0.68 0.96 ATL's Ratio is lower than the industry average ratio as ATL generating sales with a relatively high amount of fixed assets.


1 Gross Margin Ratio % 0.18 0.17 ATL's Ratio is better than the industry average ratio as lower overhead cost.


0.18 0.09 ATL's Ratio is better than the industry average ratio as higher operating profit.

3 Net Profit Ratio % 0.10 0.06 ATL's Ratio is better than the industry average ratio as higher net profit.


0.06 0.03 ATL's Ratio is better than the industry average ratio as higher net profit.





7 EBITDA Margin 0.21 0.14 ATL's Ratio is better than the industry average ratio as higher net operating profit.

Solvency Ratios


0.49 0.41 ATL's Ratio is lower because of relatively higher debt.


1.51 0.85 ATL's Ratio better than the industry average ratio as debt burden is lower.


2.82 4.79 ATL's Ratio is lower than the industry average ratio as operating profit is relatively lower to pay financial expense.


0.98 0.90 ATL's Ratio is better as debt burden is lower than equity.

Cash Flow Ratios


7.41 5.08 ATL's Ratio is better than the industry average ratio as net operating cash flow is relatively higher.

2


1.76 2.66 ATL's Ratio is lower than the industry average ratio as net operating cash flow is relatively lower.

Page | 306



Liquidity Ratios


2 Quick Ratio 1.18 1.65 ATL's Ratio is lower than the industry average ratio as quick assets are relatively lower.









1 Gross Margin Ratio %

0.19 0.15 ATL's Ratio is better than the industry average ratio as lower overhead cost.











Solvency Ratios


0.53 0.38 ATL's Ratio better than the industry average ratio as debt burden is lower than assets.







Cash Flow Ratios


8.20 -2.45 ATL's Ratio is better than the industry average ratio as net operating cash flow is relatively higher.

2


2.03 -0.51 ATL's Ratio is better than the industry average ratio as net operating cash flow is relatively higher.

Page | 307



Liquidity Ratios

1 Current Ratio 2.42 2.72 ATL's Current Ratio is lower than the industry average current ratio because of relatively higher current liabilities.





















Solvency Ratios




1.70 2.02 ATL's Ratio is lower because of relatively higher debt.





Cash Flow Ratios



2



Page | 308



Liquidity Ratios





6.79 5.82 ATL's Ratio is satisfactory as collection period is shorter than the average industry.

















Solvency Ratios









Cash Flow Ratios



2



Page | 309



Liquidity Ratios





9.02 5.08 ATL's Ratio is satisfactory as collection period is shorter than the average industry.

















Solvency Ratios









Cash Flow Ratios



2



Page | 310

(d) Auditors report under Section 135(1), Para 24(1) of Part II of Schedule III of the , 1994:

Auditor's Report

UNDER SECTION 135(1), PARA 24(1) OF PART II OF SCHEDULE III OF THE , 1994

A. Statement of Financial Position

30.06.18 30.06.17 30.06.16 30.06.15 30.06.14

ASSETS

Property, Plant and equipment 2,647,909,649 2,331,797,994 2,441,035,372 2,113,764,798 1,991,304,924

Investment in l isted securities 3,434,000 5,381,950 4,206,450 37,712,000 37,542,543


Inventories 1,186,038,401 1,247,888,346 1,232,742,649 1,184,042,249 986,329,995

Accounts Receivable 959,109,785 966,573,707 903,928,694 864,846,851 634,433,134

Advance, Deposits & Prepayments 127,260,495 181,862,570 179,165,853 109,169,726 99,152,129

Cash & Cash Equivalents 376,386,243 403,039,454 545,528,049 321,592,916 336,151,394

Current Assets 2,648,794,924 2,799,364,077 2,861,365,245 2,479,651,742 2,056,066,652

Total Assets 5,300,138,573 5,136,544,021 5,306,607,067 4,631,128,540 4,084,914,119

EQUITY & LIABILITIES

Equity

Share capital 803,700,000 28,200,000 28,200,000 20,000,000 20,000,000

Share Money Deposit - 373,007,270 600,000,000 600,000,000 600,000,000

Share Premium 32,800,000 32,800,000 32,800,000 - -

Retained earnings 1,312,401,579 1,739,040,031 1,399,788,927 1,074,809,987 673,607,751

Tax holiday reserve 194,207,788 194,207,788 194,207,788 194,207,788 194,207,788

Revalution surplus 602,098,892 227,051,494 227,051,494 198,962,649 -

Available for sale reserve (156,556) (121,603) (780,183) (2,228,257) (2,380,768)

Sharehoders' Equity 2,945,051,704 2,594,184,979 2,481,268,026 2,085,752,167 1,485,434,771

Total Equity 2,945,051,704 2,594,184,979 2,481,268,026 2,085,752,167 1,485,434,771

Liabilities

Term loan-Non Current portion 1,001,840,047 1,286,880,198 1,449,934,788 1,366,573,401 1,482,848,947

Deferred tax l iability 205,145,629 161,178,478 147,421,085 155,893,643 109,119,076

Non-current liabilities 1,206,985,675 1,448,058,676 1,597,355,873 1,522,467,044 1,591,968,023

Short Term Borrowings 387,426,056 342,574,372 454,585,110 378,391,977 245,504,302

Term Loan-Current Maturity 285,069,563 282,577,728 286,152,532 223,834,274 273,033,435

Accounts Payable 364,132,054 355,849,663 386,030,561 340,025,022 421,789,203

Liabilities for Expenses 91,143,557 85,089,107 86,397,453 70,069,468 56,595,797

Provision for Income Tax 20,329,964 28,209,495 14,817,512 10,588,588 10,588,588


Total liabilities 2,355,086,869 2,542,359,041 2,825,339,041 2,545,376,373 2,599,479,348

Total equity and liabilities 5,300,138,573 5,136,544,020 5,306,607,067 4,631,128,540 4,084,914,119

Net asset value (NAV) per share 36.64 919.92 879.88 1,042.88 742.72

Net asset value (NAV) per share without

revaluation 29.15 839.41 799.37 943.39 742.72

The above figures have been extracted from the respective year's restated audited financial statements.

Sd/- Dhaka, Bangladesh Mahfel Huq & Co.


As required under section 135(1), Para 24(1), Part II of the Third Schedule of the Companies Act 1994, Aman Tex Limited perpared the following

statements of its assets and liabilities and operating results as at and for the year ended 30 June 2018 and year ended 30 June 2017, 30 June

2016, 30 June 2015, 30 June 2014 and submitted those to us for our working and for issuance of our confirmation thereon. Accordingly we

have reviewed the relevant audited financial statements and hereby confirm that the following information has been correctly extracted from

those audited financial statements:

ParticularsAmount in Tk.

Page | 311

B. Statement of Profit or Loss and Other Comprehensive Income

2017-18 2016-17 2015-16 2014-15 2013-14

Restated

Revenue 3,564,589,658 3,530,213,554 3,517,402,447 3,351,217,043 3,295,758,322

Cost of revenues (3,004,656,161) (2,905,054,415) (2,838,840,378) (2,572,272,868) (2,554,037,781)

Gross profit 559,933,497 625,159,139 678,562,069 778,944,175 741,720,541

Operating expenses: (71,105,907) (70,722,015) (72,198,141) (69,268,618) (85,605,027)

General & Administrative expenses (60,623,071) (58,545,231) (54,356,821) (53,751,937) (52,762,928)

Selling & distribution expenses (10,482,836) (12,176,784) (17,841,320) (15,516,681) (32,842,099)


Profit from operating activities 599,938,263 628,240,836 667,552,966 727,335,774 670,630,914


Net Profit/(Loss) before WPPF & Tax 402,907,745 412,468,432 392,659,751 443,747,195 413,984,575

Workers Profit Participation Fund (WPPF) (19,186,083) (19,641,354) (18,698,083) (21,130,819) (19,713,551)

Net Profit/(Loss)after WPPF & before Tax 383,721,662 392,827,078 373,961,668 422,616,376 394,271,024

Income tax expenses : (34,860,115) (53,575,974) (48,982,729) (21,414,140) (39,053,131)

Current tax (27,019,209) (39,891,757) (29,527,339) (9,767,575) (21,195,740)

Deferred tax (7,840,905) (13,684,217) (19,455,390) (11,646,565) (17,857,391)

Profit for the period 348,861,548 339,251,104 324,978,939 401,202,236 355,217,893

Other Comprehensive Income/(Loss): 375,012,446 658,580 29,536,919 199,115,160 (1,089,545)

Gain on revaluation 411,177,528 - 234,073,705

Related tax on revaluation (36,130,129) - 28,088,845 (35,111,056)

Unrealized gain / (loss) on securities (38,836) 731,756 1,608,971 169,457 (1,210,606)

Deferred tax income/( expenses) 3,884 (73,176) (160,897) (16,946) 121,061

Total Comprehensive income for the year 723,873,994 339,909,684 354,515,858 600,317,396 354,128,348

Earnings per share 4.34 4.22 4.04 4.99 4.42




Sd/-

Page | 312

Year Cash Dividend Stock Dividend Total Dividend

2017-2018 0% 0% 0%

2016-2017 0% 2750% 2750%

2015-2016 0% 0% 0%

2014-2015 0% 0% 0%

2013-2014 0% 0% 0%

Points to be noted :

d). Figures related to previous years have been rearranged whenever considered necessary.

e). The Company did not prepare any financial statements for any period subsequent to June 30, 2018.

Sd/-


Dated, 20 Septermber 2018

C. Dividend Declared for the Last 5 (Five) Years:

a). Aman Tex Limited was incorporated on 22nd August 2004 vide registration number C-53999(694)/04 as

private limited company and converted to public company limited company on 24th May 2016 with

Registrar of Joint Stock Companies and Firms (RJSC) in Bangladesh under the Companies Act 1994.

b). The Statement of Financial position as at 30 June 2018 has been audited by us, 30th June 2017, 2016,

2015 & 2014 were audited by Ahmed Zaker & Co.

c). The Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2018 has

been audited by us, for the year ended 30th June 2017, 2016, 2015 & 2014 were audited by Ahmed Zaker &

Co.


Page | 313

(e) Financial spread sheet analysis for the latest audited financial statement:

Worksheet

For the year ended as at 30th June 2018

Debit Credit Debit Credit Debit Credit Debit Credit Debit Credit Debit Credit

Property, Plant & Equipment at Revalued 3,789,639,378 - - - 3,789,639,378 - - - - - 3,789,639,378 -

Invesment in Listed Securities 3,472,836 - - 38,836 3,434,000 - - - - - 3,434,000 -

Inventories as at 30.6.2017 1,247,888,346 - - - 1,247,888,346 - 1,247,888,346 - - - - -

Inventories as at 30.6.2018 - - 1,186,038,401 1,186,038,401 - - - 1,186,038,401 - - 1,186,038,401

Accounts and Other Receivables 956,631,827 - 2,477,958 - 959,109,785 - - - - - 959,109,785 -

Advances, Deposits & Pre-Payments 128,414,967 - - 1,154,472 127,260,495 - - - - - 127,260,495 -

- - - - - - - - - - -

Cash & Cash Equivalents 376,386,243 - - - 376,386,243 - - - - - 376,386,243 -

Share Capital - 28,200,000 - 775,500,000 - 803,700,000 - - - 803,700,000 - 803,700,000

Share premium - 32,800,000 - - - 32,800,000 - - - 32,800,000 32,800,000

Retained Earning - 1,739,040,031 775,500,000 - - 963,540,031 - - - 963,540,031 - 963,540,031

Tax holiday reserve - 194,207,788 - - - 194,207,788 - - - 194,207,788 194,207,788

Revaluation Surplus - 602,098,892 - - - 602,098,892 - - - 602,098,892 602,098,892

AFS 121,603 - 34,953 - 156,556 - - - 156,556 - 156,556

Long Term Borrowings - 1,001,840,047 - - - 1,001,840,047 - - - - - 1,001,840,047

Deferred Tax Liability - 197,304,724 - 7,840,905 - 205,145,629 - - - - - 205,145,629

Short Term Borrowing - 387,426,056 - - - 387,426,056 - - - - - 387,426,056

Current Maturity of Long Term Borrowing - 285,069,563 - - - 285,069,563 - - - - - 285,069,563

Trade Payable - 362,354,005 - 1,778,049 - 364,132,054 - - - - - 364,132,054

Liabilites for Expenses - 71,424,974 - 19,718,583 - 91,143,557 - - - - - 91,143,557

Provision for Taxes - 28,209,495 7,879,531 - 20,329,964 - - - - - 20,329,964

Accumlated Depreciation - 1,022,745,211 118,984,518 - 1,141,729,729 - - - - - 1,141,729,729

Sales - 3,564,589,658 - - 3,564,589,658 - 3,564,589,658 - - - -

Cost of Goods Sold excluding Depreciation 2,858,751,928 - 28,109,560 61,849,945 2,825,011,543 - 2,825,011,543 - - - - -

Administrative Expenses 58,900,726 - - - 58,900,726 - 58,900,726 - - - - -

Selling & Distribution Expenses 10,482,836 - - - 10,482,836 - 10,482,836 - - - - -

Financial Expenses 197,030,518 - - - 197,030,518 - 197,030,518 - - - - -

Non Operating Income - 110,410,764 - 699,909 - 111,110,673 - 111,110,673 - - - -

Contribution to WPPF - - 19,186,083 19,186,083 - 19,186,083 - - - - -

Current Tax - - 27,019,209 27,019,209 - 27,019,209 - - - - -

Deferred Tax (Income)/Expenses - - 7,840,905 - 7,840,905 - 7,840,905 - - - - -

Depreciation - - 118,984,518 118,984,518 - 118,984,518 - - - - -

Audit & Professional fees - - 532,500 532,500 - 532,500 - - - - -

9,627,721,208 9,627,721,208 2,173,603,618 2,173,603,618 9,768,863,641 9,768,863,641 4,512,877,184 4,861,738,732 156,556 2,596,346,711 6,442,024,858 6,093,163,310

Net Profit after Tax - - - - - - 348,861,548 - - 348,861,548 - 348,861,548

9,627,721,208 9,627,721,208 2,173,603,618 2,173,603,618 9,768,863,641 9,768,863,641 4,861,738,732 4,861,738,732 156,556 2,945,208,259 6,442,024,858 6,442,024,858

ParticularsUnadjusted Trial Balance Adjustments Adjusted Trial Balance

Statement of Profit or Loss and

Other Comprehensive Income

Statement of Changes In

EquityStatement of Financial Position

Page | 314

Financial Spread Sheet Analysis

A. Statement of Financial Position:

A. Statement of Financial Position

30.06.18 Percentage % 30.06.17 Percentage % 30.06.16 Percentage % 30.06.15 Percentage % 30.06.14 Percentage %

ASSETS

Property, Plant and equipment 2,647,909,649 49.96% 2,331,797,994 45.40% 2,441,035,372 46.00% 2,113,764,798 45.64% 1,991,304,924 48.75%

Investment in l isted securities 3,434,000 0.06% 5,381,950 0.10% 4,206,450 0.08% 37,712,000 0.81% 37,542,543 0.92%

Non-Current Assets 2,651,343,649 50.02% 2,337,179,944 45.50% 2,445,241,822 46.08% 2,151,476,798 46.46% 2,028,847,467 49.67%

Inventories 1,186,038,401 22.38% 1,247,888,346 24.29% 1,232,742,649 23.23% 1,184,042,249 25.57% 986,329,995 24.15%

Accounts Receivable 959,109,785 18.10% 966,573,707 18.82% 903,928,694 17.03% 864,846,851 18.67% 634,433,134 15.53%

Advance, Deposits & Prepayments 127,260,495 2.40% 181,862,570 3.54% 179,165,853 3.38% 109,169,726 2.36% 99,152,129 2.43%

Cash & Cash Equivalents 376,386,243 7.10% 403,039,454 7.85% 545,528,049 10.28% 321,592,916 6.94% 336,151,394 8.23%

Current Assets 2,648,794,924 49.98% 2,799,364,077 54.50% 2,861,365,245 53.92% 2,479,651,742 53.54% 2,056,066,652 50.33%

Total Assets 5,300,138,573 100.00% 5,136,544,021 100.00% 5,306,607,067 100.00% 4,631,128,540 100.00% 4,084,914,119 100.00%

EQUITY & LIABILITIES

Equity

Share capital 803,700,000 15.16% 28,200,000 0.55% 28,200,000 0.53% 20,000,000 0.43% 20,000,000 0.49%

Share Money Deposit - 0.00% 373,007,270 7.26% 600,000,000 11.31% 600,000,000 12.96% 600,000,000 14.69%

Share Premium 32,800,000 0.62% 32,800,000 0.64% 32,800,000 0.62% - 0.00% - 0.00%

Retained earnings 1,312,401,579 24.76% 1,739,040,031 33.86% 1,399,788,927 26.38% 1,074,809,987 23.21% 673,607,751 16.49%

Tax holiday reserve 194,207,788 3.66% 194,207,788 3.78% 194,207,788 3.66% 194,207,788 4.19% 194,207,788 4.75%

Revalution surplus 602,098,892 11.36% 227,051,494 4.42% 227,051,494 4.28% 198,962,649 4.30% - 0.00%

Available for sale reserve (156,556) 0.00% (121,603) 0.00% (780,183) -0.01% (2,228,257) -0.05% (2,380,768) -0.06%

Total Equity 2,945,051,704 55.57% 2,594,184,980 50.50% 2,481,268,026 46.76% 2,085,752,167 45.04% 1,485,434,771 36.36%

Liabilities

Term loan-Non Current portion 1,001,840,047 18.90% 1,286,880,198 25.05% 1,449,934,788 27.32% 1,366,573,401 29.51% 1,482,848,947 36.30%

Deferred tax liability 205,145,629 3.87% 161,178,478 3.14% 147,421,085 2.78% 155,893,643 3.37% 109,119,076 2.67%

Non-current liabilities 1,206,985,675 22.77% 1,448,058,676 28.19% 1,597,355,873 30.10% 1,522,467,044 32.87% 1,591,968,023 38.97%

Short Term Borrowings 387,426,056 7.31% 342,574,372 6.67% 454,585,110 8.57% 378,391,977 8.17% 245,504,302 6.01%

Term Loan-Current Maturity 285,069,563 5.38% 282,577,728 5.50% 286,152,532 5.39% 223,834,274 4.83% 273,033,435 6.68%

Accounts Payable 364,132,054 6.87% 355,849,663 6.93% 386,030,561 7.27% 340,025,022 7.34% 421,789,203 10.33%

Liabilities for Expenses 91,143,557 1.72% 85,089,107 1.66% 86,397,453 1.63% 70,069,468 1.51% 56,595,797 1.39%

Provision for Income Tax 20,329,964 0.38% 28,209,495 0.55% 14,817,512 0.28% 10,588,588 0.23% 10,588,588 0.26%

Current Liabilities 1,148,101,194 21.66% 1,094,300,365 21.30% 1,227,983,168 23.14% 1,022,909,329 22.09% 1,007,511,325 24.66%

Total liabilities 2,355,086,869 44.43% 2,542,359,041 49.50% 2,825,339,041 53.24% 2,545,376,373 54.96% 2,599,479,348 63.64%

Total equity and liabilities 5,300,138,573 100.00% 5,136,544,021 100.00% 5,306,607,067 100.00% 4,631,128,540 100.00% 4,084,914,119 100.00%


Page | 315

B. Statement of Profit or Loss and Other Comprehensive Income:

2017-18 Percentage % 2016-17 Percentage % 2015-16 Percentage % 2014-15 Percentage % 2013-14 Percentage %

Revenue 3,564,589,658 100.00% 3,530,213,554 100.00% 3,517,402,447 100.00% 3,351,217,043 100.00% 3,295,758,322 100.00%

Cost of revenues (3,004,656,161) -84.29% (2,905,054,415) -82.29% (2,838,840,378) -80.71% (2,572,272,868) -76.76% (2,554,037,781) -77.49%

Gross profit 559,933,497 15.71% 625,159,139 17.71% 678,562,069 19.29% 778,944,175 23.24% 741,720,541 22.51%

Operating expenses: (71,105,907) -1.99% (70,722,015) -2.00% (72,198,141) -2.05% (69,268,618) -2.07% (85,605,027) -2.60%

General & Administrative expenses (60,623,071) -1.70% (58,545,231) -1.66% (54,356,821) -1.55% (53,751,937) -1.60% (52,762,928) -1.60%

Selling & distribution expenses (10,482,836) -0.29% (12,176,784) -0.34% (17,841,320) -0.51% (15,516,681) -0.46% (32,842,099) -1.00%

Other operating income 111,110,673 3.12% 73,803,712 2.09% 61,189,038 1.74% 17,660,217 0.53% 14,515,400 0.44%

Profit from operating activities 599,938,263 16.83% 628,240,836 17.80% 667,552,966 18.98% 727,335,774 21.70% 670,630,914 20.35%

Financial Expense (197,030,518) -5.53% (215,772,404) -6.11% (274,893,215) -7.82% (283,588,579) -8.46% (256,646,339) -7.79%

Net Profit/(Loss) before WPPF & Tax 402,907,745 11.30% 412,468,432 11.68% 392,659,751 11.16% 443,747,195 13.24% 413,984,575 12.56%

Workers Profit Participation Fund (WPPF) (19,186,083) -0.54% (19,641,354) -0.56% (18,698,083) -0.53% (21,130,819) -0.63% (19,713,551) -0.60%

Net Profit/(Loss)after WPPF & before Tax 383,721,662 10.76% 392,827,078 11.13% 373,961,668 10.63% 422,616,376 12.61% 394,271,024 11.96%

Income tax expenses : (34,860,115) -0.98% (53,575,974) -1.52% (48,982,729) -1.39% (21,414,140) -0.64% (39,053,131) -1.18%

Current tax (27,019,209) -0.76% (39,891,757) -1.13% (29,527,339) -0.84% (9,767,575) -0.29% (21,195,740) -0.64%

Deferred tax (7,840,905) -0.22% (13,684,217) -0.39% (19,455,390) -0.55% (11,646,565) -0.35% (17,857,391) -0.54%

Profit for the period 348,861,548 9.79% 339,251,104 9.61% 324,978,939 9.24% 401,202,236 11.97% 355,217,893 10.78%


Page | 316

(f) Earnings per share (EPS) on fully diluted basis (with the total existing number of shares) in addition to the

weighted average number of shares basis:

Particulars June 30 2018 (BDT)

Profit Attributable/Net profit after Tax 348,861,548

No. of shares before IPO 80,370,000

Earnings per Share (EPS) 4.34

(g) All extra-ordinary income or non-recurring income coming from other than core operations should be shown

separately while showing the net profit as well as the earnings per share:


Net Profit after Tax 348,861,548

Less: Extra-ordinary income or non-recurring income 111,110,673

Net profit excluding Extra-ordinary income or non-recurring income 237,750,875


Net profit excluding Extra-ordinary income or non-recurring income 237,750,875

Number of Shares before IPO 80,370,000

Earnings per Share (EPS) excluding Extra-ordinary income or non-recurring income 2.96

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

Aman Tex Limited has not annualized the quarterly or half-yearly EPS.

(i) Net asset value (NAV) per share

(a) Net Asset Value with Revaluation Reserve:


Paid-up Capital 803,700,000



Revaluation Surplus 602,098,892



Total Shareholders' Equity (with Revaluation Reserve) 2,945,051,704

Total Number of Ordinary Share 80,370,000

Net Assets Value (NAV) at BDT 10.00 per share (with Rev. Reserve) 36.64

Page | 317

(b) Net Asset Value without Revaluation Reserve:


Paid-up Capital 803,700,000





Total Shareholders' Equity (without Revaluation Reserve) 2,342,952,812

Total Number of Ordinary Share 80,370,000

Net Assets Value (NAV) at BDT 10.00 per share (without Rev. Reserve) 29.15

(j) The Commission may require the issuer to re-audit the audited financial statements, if any deficiency or

anomaly is found in the financial statements. In such a case, cost of audit should be borne by the concerned issuer.

Not applicable of Aman Tex Limited.

Page | 318

(k) Auditor’s certified statements for the last five years:

After due verification, we certify that the Long Term and Short-Term Borrowings Including Borrowing from Related Party or Connected Persons of Aman Tex limited for the last five years are made up as follows: (i) Statement of long term and short-term borrowings including borrowing from related party or connected persons with rate of interest and interest paid or accrued A) Statement of long term and short-term borrowings other than related party or connected persons with rate of

interest and interest paid or accrued:

B) Statement of long term and short-term borrowings from related party or connected persons:

For the Year Ended June 30, 2018

Name of the Institutions Nature of

Relationship Nature of

Borrowings Balance as on June 30, 2018

Interest Rate (%)

Interest paid Interest Accrued

AL-Arafah Islami Bank Ltd. Lender Long Term 1,277,248,437 14.00%

196,147,315

Nil AL-Arafah Islami Bank Ltd. Lender Short Term 387,426,056 14.00%


Lender Long Term 9,661,173 15.00%

1,674,335,666




Borrowings Balance as on June 30, 2017

Interest Rate (%)


AL-Arafah Islami Bank Ltd. Lender Long Term 1,569,457,926 11.00% 213,315,532 Nil

AL-Arafah Islami Bank Ltd. Lender Short Term 342,574,372 11.00%

1,912,032,298




Borrowings Balance as on June 30,2016

Interest Rate (%)



273,548,866 Nil


EXIM Bank Ltd. Lender Short Term 5,720,510 12.00%



IPDC of Bangladesh Lender Long Term 3,276,288 16.00%

Islamic Finance & Investment Ltd.


IDLC Finance Ltd. Lender Long Term 66,384,331 12.50%

Hajj Finance Company Ltd.


United Finance Ltd. Lender Long Term 17,787,356 16.65%

2,190,672,430

Page | 319





Interest Rate (%)



283,588,579 Nil


DBL Securities Ltd. Lender Short Term 15,188,341 16.50%

EXIM Bank Ltd. Lender Short Term 26,949,582 13.00%






LankaBangla Finance Ltd. Lender Long Term 1,319,581 17.00%




1,968,799,652





Interest Rate (%)



255,798,977 Nil


Bank Al-Falah Ltd Lender Short Term 18,757,265 15.00%









LankaBangla Finance Ltd. Lender Long Term 3,396,740 17.00%

2,001,386,684

The Aman Tex Ltd. does not have any long term & short-term Borrowings form related party or connected persons

for the period from 1st of July 2013 to June 30, 2018.

Place: Dhaka Dated: 20 September, 2018



Page | 320

(ii) Statement of principal terms of secured loans and assets on which charge have been created against those loans with names of lenders, purpose, sanctioned amount, rate of interest, primary security, collateral or other security, re-payment schedule and status

Statement of Principal Terms of Secured Short term Loans and Assets on which charge have been created against those loan:

Particulars 2017-2018 2016-2017 2015-2016 2014-2015 2013-2014

Name of Lenders

AL-Arafah Islami Bank Ltd.





Purpose Working Capital Working Capital Working Capital Working Capital Working Capital

Status of Asset Charged

Hypothecation of Inventory





Sanctioned Amount

Funded 31.28 Crore + 15.00% of FOB & Non-funded 100.00 crore




Funded 5.00 Crore + 15.00% of FOB, & Non-funded 80.00 crore

Rate of Interest 14.00% 11.00% 11.00% 13.50% 15.50%

Primary Security/ Collateral/ Others Security

Personal guarantee of all Director





Repayment Schedule

one Year one Year one Year one Year one Year

Status (Current Balance)

751,558,110 698,424,035 834,895,161 676,279,076 471,478,614

Particulars 2017-2018 2016-2017 2015-2016 2014-2015 2013-2014

Name of Lenders - - Exim Bank Ltd. Exim Bank Ltd. Bank Al-Falah Ltd.

Purpose - - Working Capital Working Capital Working Capital

Status of Asset Charged - - Local bill purchase Local bill purchase Local bill purchase

Sanctioned Amount - - 5,720,510 26,949,582 18,757,265

Rate of Interest - - 14.00% 14.00% 15.00%


- - Personal guarantee of all Director



Repayment Schedule - - one Year one Year one Year

Status (Current Balance) - - 5,720,510 26,949,582 18,757,265

Particulars 2017-2018 2016-2017 2015-2016 2014-2015 2013-2014

Name of Lenders - - - DBL Securities Ltd -

Purpose - - - Working Capital -

Status of Asset Charged - - - Local bill purchase -

Sanctioned Amount - - - 1.00 Crore or Debt: Equity 0.50:1 -

Rate of Interest - - - 16.50% -

Primary Security/ Collateral/ Others Security - - - Securities -

Repayment Schedule - - - one Year -

Status (Current Balance) - - - 15,188,341 -




Page | 321

Statement of Principal Terms of Secured Long term Loans and Assets on which charge have been created against

those loan:

Particulars 2017-2018 2016-2017 2015-2016 2014-2015 2013-2014

Name of Lenders






Purpose Project Loan Project Loan


608.25 Dec Land Sreepur, Gazipur and Factory Building, Vehicle & Machinery

Sanctioned Amount

1) 148.30 Crore 1) 148.30 Crore 1) 148.30 Crore 1) 148.30 Crore 1) 148.30 Crore

2) 6.7075 Crore 2) 6.7075 Crore

3) 9.8605 Crore 3) 9.8605 Crore

4)1.8034 Crore 4)1.8034 Crore - - -

5) 9.3824 Crore 5) 9.3824 Crore - - -

6) 12.4270 Crore 6) 12.4270 Crore

Rate of Interest

14.00% 11.00% 12.00% 13.50% 15.50%


Personal Guarantee of all Directors





Repayment Schedule

1) 84 Equal Monthly Installment











- - -



- - -




1,277,248,437 1,569,457,926 1,331,217,879 1,459,489,856 1,552,432,589

Particulars 2017-2018 2016-2017

2015-2016 2014-2015 2013-2014

Name of Lenders Phoenix Finance & Investment Ltd.

- Phoenix Finance & Investment Ltd.



Purpose Term Finance - Term Finance Term Finance Term Finance


Ownership of the lease assets

- Registered mortgage of 121.752 Dec. Land with POA


Registered mortgage of 121.752 Dec. Land with POA

Sanctioned Amount

1.30 Crore - 11.01 Crore 1.01 Crore 12.12 Crore

Rate of Interest 15.00% - 14.50% 14.50% 17.00%


Personal Guarantee of all Directors charge creation on all Assets no of 59 post dated cheques

- Personal Guarantee of all Directors, no of 60 post dated cheques

Personal Guarantee of all Directors, no of 60 post dated cheques


Repayment Schedule

60 months - 60 months 60 months 60 months


9,661,173 - 97,558,566 9,746,780 49,807,910

Page | 322

Particulars 2017-2018 2016-2017 2015-2016 2014-2015 2013-2014

Name of Lenders - - IPDC of Bangladesh IPDC of Bangladesh IPDC of Bangladesh

Purpose - - Term Finance Term Finance Term Finance

Status of Asset Charged - - Ownership of the lease assets



Sanctioned Amount - - 3.50 Crore 3.50 Crore 3.50 Crore

Rate of Interest - - 16.00% 16.00% 16.00%


- - Personal Guarantee of all Directors, no of 60 post dated cheques



Repayment Schedule - - 60 months 60 months 60 months


Particulars 2017-2018

2016-2017

2015-2016 2014-2015 2013-2014

Name of Lenders - - Islamic Finance & Investment Ltd.





- - Registered mortgage of 165.80 Dec. Land with POA



Sanctioned Amount - - 17.31Crore 5.31 Crore 5.31 Crore

Rate of Interest - - 14.00% 17.00% 17.00%


- - Personal Guarantee of all Directors, no of 60 post dated cheques



Repayment Schedule

- - 60 months 60 months 60 months


- - 93,446,539 27,030,876 35,829,366

Particulars 2017-2018 2016-2017 2015-2016 2014-2015 2013-2014

Name of Lenders - - IDLC Finance Limited LankaBangla Finance Ltd. LankaBangla Finance Ltd.


Status of Asset Charged - - Ownership of the lease assets




Rate of Interest - - 12.50% 17.00% 17.00%


- - - Personal Guarantee of all Directors, no of 48 post dated cheques




Page | 323


2016-2017

2015-2016 2014-2015 2013-2014

Name of Lenders - - Hajj Finance Company Ltd.




Status of Asset Charged - - Registered mortgage of 155.00 Dec. Land with POA




Rate of Interest - - 13.00% 14.00% 13.90%

Primary Security / Collateral/ Others Security

- -






- - 126,416,361 50,418,662 57,931,883


2016-2017

2015-2016 2014-2015 2013-2014

Name of Lenders - - United Leasing Company Ltd.

United Leasing Company Ltd.

United Leasing Company Ltd.



- - Ownership of the lease assets




Rate of Interest - - 16.65% 16.65% 16.65%


- -






- - 17,787,356 30,164,786 37,507,457




Page | 324

(iii) Statement of unsecured loans with terms and conditions

This is to certify that the Aman Tex Ltd has not taken any unsecured loans from any person/body/related party from 01 July 2013 to June 30, 2018.



Chartered Accountants (iv) Statement of inventories showing amount of raw material, packing material, stock-in-process and finished goods, consumable items, store and spares parts, inventory of trading goods etc.

After due verification, we certify that the statement of inventories showing amount of raw materials ( yarn, dyes & chemical and accessories), stock in process and finished goods of Aman Tex Limited for the last five years were as follows:

Item 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15 30-Jun-14

Yarn 516,952,384 552,356,287 524,789,637 549,596,784 414,596,837

Dyes & chemicals 84,449,834 91,236,598 97,880,312 92,454,268 72,904,057

Accessories 96,569,183 84,236,983 71,876,954 48,496,994 24,922,692

Work-In-process 133,497,127 144,365,892 154,536,982 131,245,873 121,658,460

Finished Goods 354,569,873 375,692,586 383,658,764 362,248,330 352,247,949

Total 1,186,038,401 1,247,888,346 1,232,742,649 1,184,042,249 986,329,995



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

After due verification, we certify that the statement of Trade receivables from related party & connected person and others persons of Aman Tex Ltd for the last five years were as follows:

Particulars Amount In BDT


General 959,109,785 966,573,707 903,928,694 864,846,851 634,433,134

From Related party - - - - -

From Connected persons

- - - - -

Total 959,109,785 966,573,707 903,928,694 864,846,851 634,433,134




Page | 325

(vi) Statement of any loan given by the issuer including loans to related party or connected persons with rate of interest and interest realized or accrued

This is to certify that the Aman Tex Limited had not given any loan to related party or connected persons from 01 July 2013 to June 30, 2018.



Chartered Accountants (vii) Statement of other income showing interest income, dividend income, discount received, other non-operating income

After due verification, we certify that the statement of others Income of Aman Tex Limited for the last five years

were as follows:



Cash incentive 108,267,540 62,765,658 61,050,740 17,660,217 14,515,400

Gain from securities (1,197,890) 280,228 21,949 - -

Interest income 318,021 121,693 116,349 - -

Dividend income 289,500 - - - -

Exchange Gain 3,433,502 10,636,133 - - -

Total 111,110,673 73,803,712 61,189,038 17,660,217 14,515,400




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

After due verification, we certify that the statement of Turnover of Aman Tex Limited for the last five years were as follows:

Particulars Amount In BDT


Through Banking Channel

3,564,589,658 3,530,213,554 3,517,402,447 3,351,217,043 3,295,758,322

Total 3,564,589,658 3,530,213,554 3,517,402,447 3,351,217,043 3,295,758,322




Page | 326

(ix) Statement of related party transaction After due verification, we certify that the status of related party transaction for last five years with respective audited financial statement of Aman Tex Limited were as follows:

SL. No.

Related parties Relationship Nature of

Transaction

2017-2018 2016-17 2015-16 2014-15 2013-14


Year


Year Receivable/

(Payable)


Year


Year Receivable/

(Payable)


Year


Year Receivable/

(Payable)


Year


Year Receivable/

(Payable)


Year

Balance at the end of the Year

Receivable/ (Payable)

Amount in BDT

1 Md. Rafiqul Islam

Managing Director

Board Meeting Fee

20,000 - 20,000 (20,000) 20,000 (20,000) 20,000 (20,000) 20,000 (20,000)

Remuneration 4,800,000 (18,290,000) 4,800,000 (16,000,000) 4,800,000 (14,400,000) 4,800,000 (9,600,000) 4,800,000 (4,800,000)


Chairman Board Meeting

Fee 20,000 - 20,000 (20,000) 20,000 (20,000) 20,000 (20,000) 20,000 (20,000)



Fee 20,000 - 20,000 (20,000) 20,000 (20,000) 20,000 (20,000) - -

4 Md. Toriqul Islam


Fee 10,000 - - - - - - - -

5 Aman Cotton Fibrous Ltd.

Common Directorship


239,513,055 (129,275,972) 282,522,224 (62,298,006) 250,303,533 (29,798,045) 308,187,012 (12,628,248) - -

6 Anwara Mannan textile Mills Ltd.

Common Directorship


686,812,386 (92,666,321) 551,407,673 (192,097,365) 685,964,327 (185,356,550) 655,195,466 (111,378,684) 674,467,425 (18,669,797)




Page | 327

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


2016-2017 2015-2016 2014-2015 2013-2014 2012-2013

Income shown in Audited Financial Statements

392,827,078 373,961,669 422,616,376 392,657,781 286,361,031

Less: Other Income (63,167,579) (61,189,038) - - -

Cash incentive (62,765,658) (61,050,740) - - -

Gain from securities (280,228) (21,949) - - -

Interest received from SND A/C (121,693) (116,349) - - -

Less: Unrealised (gain)/ loss on exchange

(2,005,663) 1,667,946 - -

Add: Accounting Depreciation 125,815,145 131,053,675 134,306,610 140,168,525 142,876,753

Add: Inadmissible Item - - - - -

453,468,981 445,494,252 556,922,986 532,826,306 429,237,784

Less: Admissible Expenses - - - - -

Less: Depreciation (212,055,128) (261,141,590) (211,819,554) (259,253,697) (280,569,799)

Total Taxable Business Income 241,413,853 184,352,662 345,103,432 273,572,609 148,667,985

Less: Exempted - - - (68,393,152) (74,333,993)

Taxable Business Income 241,413,853 184,352,662 345,103,432 205,179,457 74,333,993

Add: Capital gain 280,228 21,949 - - -

Add: Other Income 62,887,351 61,167,089 - - -

Income Shown in Tax Return 304,581,432 245,541,700 345,103,432 205,179,457 74,333,993

The income tax return for the year ended 30th June 2018 has not been submitted yet.



Chartered Accountants (xi) Confirmation that all receipts and payments of the issuer above Tk. 5,00,000/- (five lac) were made through banking channel

This is to certify that all receipts and payments of The Aman Tex Ltd above TK. 5,00,000/-(Five Lac) were made through banking channel for the year ended June 30, 2018.




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

This is to certify that Bank Statement of the Aman Tex Ltd are in conformity with its books of accounts for the year ended June 30, 2018.




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

After due verification, we certify that the status of Tax, VAT and Others Taxes/Duties payment of Aman Tex Limited for the last five years were as follows:

Particulars Payment Status

2017-2018 2016-2017 2015-2016 2014-2015 2013-2014

TAX 34,898,740 26,499,774 25,298,415 9,767,575 18,185,668

VAT 3,078,905 2,607,498 2,447,444 1,326,383 1,484,294

Others Taxes/Duties - - 1,997,994 1,770,758 882,266




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SECTION: XXVII CREDIT RATING REPORT

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SECTION: XXVIII PUBLIC ISSUE APPLICATION PROCEDURE

Application for Subscription

1. Application for shares may be made for a minimum lot for [•] ordinary shares to the value of Tk. [•] ([•] Thousand [•] Hundred [•]) only. Prospectus may be obtained from the Registered Office of the Company, members of Dhaka Stock Exchange Limited, Chittagong Stock Exchange Limited. Applications/buy Instruction must not be for less than [•] shares. Any application/buy Instruction not meeting this criterion will not be considered for allotment purpose.

2. Joint application form for more than two (2) persons will not be accepted. In the case of joint application, each party must sign the application form.

3. An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker/ Merchant Banker where the applicant maintains customer account, within the cut‐off date (i.e. subscription closing date).

4. 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.

5. Application/buy instruction must be in full name of individuals or limited companies or trusts or societies and not in the name of firms, minors or persons of unsound mind. Application/buy instruction from insurance, financial and market intermediary companies and limited companies must be accompanied by Memorandum and Articles of Association.

6. 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.

7. The applicants who have applied for more than two applications using same bank account, their application will not be considered for lottery and the Commission will forfeit 15% of the subscription money.

8. Making of any false statement in the application or supplying of incorrect information therein or suppressing any relevant information in the application shall make the application liable to rejection and subject to forfeiture of 25% of the application money and/or forfeiture of share (unit) before or after issuance of the same by the issuer. The said forfeited application money or share (unit) will be deposited in account of the Bangladesh Securities and Exchange Commission (BSEC). This is in addition to any other penalties as may be provided for by the law.

9. An IPO applicant shall ensure his/her BO account remains operational till the process of IPO (including securities allotment or refund of IPO application/buy instruction) is completed. If any BO account mentioned in the application/buy instruction is found closed, the allotted security may be forfeited by BSEC.

10. Bangladeshi Nationals (including non‐resident Bangladeshi Nationals working abroad) and foreign nationals shall be entitled to apply for the share.

11. Non‐resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), issued in favor of the Issuer for an amount equivalent to the application money, with their application to the concerned Stockbroker/Merchant Banker. A Non‐resident Bangladeshi (NRB) and Foreign applicant may also submit a single draft against 02(two) applications made by him/her, i.e. one in his/her own name and the other jointly with another person. The draft (FDD) shall be issued by the Bank where the applicant maintains

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NITA/Foreign Currency account debiting the same account. No banker shall issue more than two drafts from any NITA/Foreign Currency account for any public issue. At the same time, the applicant shall make the service charge available in respective customer account maintained with the Stockbroker/Merchant Banker.

12. The bank draft (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the date of publication of abridged version of prospectus.

13. The IPO subscription money collected from investors (other than non‐resident Bangladeshis in US Dollar or UK Pound sterling or EURO) by the Stock Brokers/Merchant Bankers will be remitted to the ‘Aman Tex Limited’ (IPO) interest bearing Current Deposit Account No. 2041000020008 of Dhaka Bank Limited, Bangladesh for this purpose.

14. The Application money collected from Eligible Investors (EIs) by the lead banker to the issue will be remitted to the ‘AMAN TEX LIMITED (IPO) interest bearing escrow Account No 2041000020008 of Dhaka Bank Limited, Uttara Branch, Bangladesh for this purpose.

15. 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:

# Name of the FC Accounts Currency Account No. Bank and Branch

1.

AMAN TEX LIMITED

US Dollar 2041210000621

Dhaka Bank Limited, Uttara Branch

2. EURO 2041240000075

3. UK Pound

Sterling 2041220000020

16.

APPLICATIONS NOT IN CONFORMITY WITH THE ABOVE REQUIREMENTS ARE LIABLE TO BE REJECTED.

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Step-1 (Applicant)

1. An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker/

Merchant Banker where the applicant maintains customer account, within the cut-off date (i.e. the

subscription closing date), which shall be the 25th (twenty fifth) working day from the date of publication

of abridged version of prospectus.

2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall

contain the Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount and

Category of the Applicant. At the same time:

a. Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application

money and service charge available in respective customer account maintained with the

Stockbroker/Merchant Banker. No margin facility, advance or deferred payment is permissible for

this purpose. In case the application is made through a margin account, the application money

shall be deposited separately and the Stockbroker/Merchant Banker shall keep the amount

segregated from the margin account, which shall be refundable to the applicant, if become

unsuccessful.

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

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

the concerned Stockbroker/Merchant Banker. A Non-resident Bangladeshi (NRB) and Foreign

applicant may also submit a single draft against 02(two) applications made by him/her, i.e. one in

his/her own name and the other jointly with another person. The draft (FDD) shall be issued by

the Bank where the applicant maintains NITA/Foreign Currency account debiting the same

account. No banker shall issue more than two drafts from any NITA/Foreign Currency account for

any public issue. At the same time, the applicant shall make the service charge available in

respective customer account maintained with the Stockbroker/Merchant Banker.

Step-2 (Intermediary)

3. The Stockbroker/Merchant Banker shall maintain a separate bank account only for this purpose namely “Public Issue Application Account”. The Stockbroker/Merchant Banker shall:

a) post the amount separately in the customer account (other than NRB and Foreign applicants), and upon availability of fund, block the amount equivalent to the application money;

b) accumulate all the application/buy instructions received up to the cut-off date, deposit the amount in

the “Public Issue Application Account” maintained with its bank within the first banking hour of next

working day of the cut-off date. In case of application submitted by the Stock-dealer or the Merchant

Banker’s own portfolio, the application amount should also be transferred to the “Public Issue

Application Account”;

c) instruct the banker to block the account for an amount equivalent to the aggregate application money

and to issue a certificate in this regard.

4. Banker of the Stockbroker/Merchant Banker shall block the account as requested for, issue a certificate

confirming the same and handover it to the respective Stockbroker/Merchant Banker.

5. For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stockbroker/Merchant Banker shall

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

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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 exchange.

Step-3 (Issuer)

9. The Issuer shall prepare consolidated list of the applications and send the applicants’ BOIDs in electronic

(text) format in a CDROM to CDBL for verification. The Issuer shall post the consolidated list of applicants

on its website and websites of the Exchanges. CDBL shall verify the BOIDs as to whether the BO accounts

of the applicants are active or not.

10. On the next working day, CDBL shall provide the Issuer with an updated database of the applicants

containing BO Account Number, Name, Addresses, Parents’ Name, Joint Account and Bank Account

information along with the verification report.

11. After receiving verification report and information from CDBL, the Issuer shall scrutinize the applications,

prepare category wise consolidated lists of valid and invalid applications and submit report of final status

of subscription to the Commission and the Exchanges within 10 (ten) working days from the date of

receiving information from the Exchanges.

12. The Issuer and the issue manager shall conduct category wise lottery with the valid applications within 03

(three) working days from the date of reporting to the Commission and the Exchanges, if do not receive

any observation from the Commission or the Exchanges.

13. The Issuer and issue manager shall arrange posting the lottery result on their websites within 06 (six) hours

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

14. Within 02 (two) working days of conducting lottery, the Issuer shall:

a) send category wise lists of the successful and unsuccessful applicants in electronic (text format

with tilde ‘~’ separator) format to the respective Exchange.

b) send category wise lists of unsuccessful applicants who are subject to penal provisions as per

conditions of the Consent Letter issued by the Commission in electronic (text format with tilde ‘~’

separator) format to the Commission and Exchanges mentioning the penalty amount against each

applicant.

c) issue allotment letters in the names of successful applicants in electronic format with digital

signatures and send those to respective Exchange in electronic form.

d) send consolidated allotment data (BOID and number of securities) in electronic text format in a

CDROM to CDBL to credit the allotted shares to the respective BO accounts.

Step-4 (Intermediary)

15. On the next working day, Exchanges shall distribute the information and allotment letters to the

Stockbroker/Merchant Bankers concerned in electronic format and instruct them to:

a) remit the amount of successful (other than NRB and Foreign) applicants to the Issuer’s respective

Escrow Account opened for subscription purpose, and unblock the amount of unsuccessful applicants;

b) send the penalty amount of other than NRB and Foreign applicants who are subject to penal provisions

to the Issuer’s respective Escrow Accounts along with a list and unblock the balance application money;

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16. On the next working day of receiving the documents from the Exchanges, the Stockbrokers/Merchant

Banker shall request its banker to:

a) release the amount blocked for unsuccessful (other than NRB and foreign) applicants;

b) remit the aggregate amount of successful applicants and the penalty amount of unsuccessful applicants

(other than NRB and foreign) who are subject to penal provisions to the respective ‘Escrow’ accounts

of the Issuer opened for subscription purpose.

17. On the next working day of receiving request from the Stockbrokers/Merchant Bankers, their bankers shall

unblock the amount blocked in the account(s) and remit the amount as requested for to the Issuer’s

‘Escrow’ account.

18. Simultaneously, the stockbrokers/Merchant Bankers shall release the application money blocked in the

customer accounts; inform the successful applicants about allotment of securities and the unsuccessful

applicants about releasing their blocked amounts and send documents to the Exchange evidencing details

of the remittances made to the respective ‘Escrow’ accounts of the Issuer. The unblocked amounts of

unsuccessful applicants shall be placed as per their instructions. The Stockbroker/Merchant Banker shall be

entitled to recover the withdrawal charges, if any, from the applicant who wants to withdraw the

application money, up to an amount of Tk. 5.00 (five) per withdrawal.

19. All drafts submitted by NRB or Foreign applicants shall be deposited in the Issuer’s respective ‘Escrow’

accounts and refund shall be made by the Issuer by refund warrants through concerned stockbroker or

merchant banker or transfer to the applicant’s bank account through banking channel within 10 (ten)

working days from the date of lottery.

Miscellaneous:

20. The Issuer, Issue Manager(s), Stockbrokers and Merchant Bankers shall ensure compliance of the above.

21. The bank drafts (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the date of

publication of abridged version of prospectus.

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

transferred during the blocking period. Amount deposited by the applicants shall not be used by the

Stockbrokers/Merchant Bankers for any purpose other than public issue application.

23. The Issuer shall pay the costs related to data transmission, if claimed by the Exchange concerned up to an

amount of Tk.2,00,000.00 (taka two lac) for a public issue.

24. The Stockbroker/Merchant Bankers shall be entitled to a service charge of Tk.5.00 (taka five) only per

application irrespective of the amount or category. The service charge shall be paid by the applicant at the

time of submitting application.

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

sent.

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

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

27. The concerned Exchange are authorized to settle any complaints and take necessary actions against any Stockbroker/Merchant Banker in case of violation of any provision of the public issue application process with intimation to the Commission.

All eligible Stock Brokers and Merchant Bankers shall receive the IPO Subscription.

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APPLICATION FORM

APPLICATION FOR PUBLIC ISSUE Date:

Name of applicant :

Client Code :

BO ID No. :

Category of applicant :

Name of the Company :

Number of Shares : …………………………. Shares of Tk. …………………… each

Total amount in Tk. :

Amount in word :

Applicants Authorized Officer

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SECTION: XXIX OTHERS

AUDITORS’ ADDITIONAL DISCLOSURE RELATING TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018 Query 1: In 2015 the revaluation of assets of the company was done the by Mahfel Huq & Co, Chartered Accountants is the present auditor of company. And in 2018 the revaluation of assets of the company is done again by Ahmed Zaker & Co, Chartered Accountants who is the immediate past auditor of company. In this regard it appears that it is not in line with ethical conduct namely confidentiality and professional behavior Explain. Auditors’ Disclosure: Mahfel Huq & Co. is a fully independent audit firm from Ahmed Zaker & Co. Aman Tex Limited appointed Mahfel Huq & Co. for audit of its financial statements and Ahmed Zaker & Co. for valuation of its assets. We conducted our Audit in accordance with International Standards on Auditing and maintained ethical conduct namely confidentiality and professional behaving as required by the standards. Query 2: Name wise break-up of trade receivables along with address, subsequent status thereon and whether related party is involved or not. Auditors’ Disclosure: Aman Tex Limited sold its finished products VIZ Readymade Garments through confirmed export LCs / contract in overseas market. The breakup of trade receivables along with address thereof is as follows:

SL No. Buyer Name Value In BDT Address of the Buyers

1 BETTY BARCLAY 14,307,963

BETTY BARCLAY GROUP GMBH & CO. KG DIV. BETTY BARCLAY HEIDELBERBERGER STR. 9-11 69226 NUSSLOCH, GERMANY

2 H&M 460,523,413

H & M HENNES & MAURITZ GBC AB

MÄSTER SAMUELSGATAN 46 A

106 38 STOCKHOLM

SWEDEN

3 MOTHER CARE 56,911,502

MOTHERCARE UK LIMITED

CHERRY TREE ROAD

WATFORD. HERTFORDSHIRE

WD24 6SH

UNITED KINGDOM.

4 S.OLIVER 200,263,538

S.OLIVER, BERND FREIER GMBH & CO. KG

S.OLIVER-STRASSE 1,

97228 ROTTENDORF

GERMANY

5 SPLASH/ROSE SOURCING 47,303,198 RNA RESOURCES GROUP LTD. (SPLASH) P.O. BOX 25030, JABEL ALI, DUBAI, U.A.E

6 SPORTMASTER 106,182,799 SPORTMASTER LTD. ROOM 102, BLD 2, 18 MIKLUKHO-MAKLAYA STR., MOSCOW, 117437, RUSSIA

7 WAL-MART 32,254,550

WAL-MART CANADA CORPORATION

1940 ARGENTIA RD, MISSISSAUGA

ONTARIO L5N 1P9 CANADA.

8 ZARA 38,884,865 INDITEX, S.A.

AVDA DE LA DIPUTACION, EDIFICIO INDITEX.

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S/N-15142 ARTEIXO-A CORUNA,

EXPANA) SPAIN

Total 956,631,827

All receivables as on 30 June 2018 have been subsequently realized and there is no involvement of related party.

Query 3: Whether you have obtained balance conformation certificates from all parties of accounts receivable. If

not from how many parties you have obtained balance conformation certificates;

Auditors’ Disclosure:

Aman Tex Limited is a export oriented company. It exports its manufactured goods to its overseas customers through

LCs by EXP form of Bangladesh Bank. This is regular practice and the export value is realized within the time frame

as prescribed in the letter of Credit. The amount shown as receivable already been realized subsequent to the date

of audit.

Query 4: Whether you have physically verified all plants and machineries as disclosed in the financial statements

for the year ended June 30, 2018;


We have physically verified all plants and machineries as disclosed in the financial statements for the year ended

June 30, 2018 and found them in running condition.

Query 5: Whether you have made physical verification of inventories as on June 30, 2018;


We have made physical verification of inventories as on June 30, 2018.

The quantity of inventories as on June 30, 2018 has been disclosed in Annexure – B to the financial statements.

Query 6: An amount of Tk. 264,79,09,649 is shown as Property, Plant & Equipment. You are required to explain

whether you have reconciled and verified the documents or not.


We have reconciled and verified the documents of Property, Plant and Equipment breakup of which is given bellow:

Items of Assets Written down value as on 30.06.2018

Land & Land Development 191,701,295

Factory Building construction 1,038,253,788

Plant & Machinery 682,510,063

Electrical Equipment 15,523,214

Furniture & Fixture 17,058,824

Office Equipment 16,842,188

Motor Vehicle 34,099,860

Gas Line Installation 992,611

Internal Road 640,713

Fire Equipment 5,035,859

Revaluation surplus 645,251,233

Total 2,647,909,649

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Query 7: Reconciliation of sales for the year ended 30-06-2018 with proceed realization certificate from bank

during that period;


We have reconciled the sales for the year ended 30.06.2018 with proceeds realization certificate from bank with

bank statement. Movement of trade receivable is given bellow:

Opening balance 966,573,707

Add: Sales during the year 3,564,589,658

Available for collection 4,531,163,365

Less: Received during the year (3,574,531,538)

Closing balance 956,631,827

Add: unrealized gain/(loss) exchange 2,477,958 959,109,785

Query 8: Reconciliation of purchase during the year of raw materials such as Year, Dyes & Chemicals and

Accessories for the year ended 30-06-2018 with bank certificates;


We have reconciled the purchase/import during the year of raw materials such as Yarn, Dyes & Chemical and

Accessories with LCs bank certificates and reconciliation of Trade and Other Payables is given below:

Opening balance 355,849,663


Yarn 1,531,456,982

Dyes & Chemicals 339,897,635

Accessories 388,698,461

Available for payment 2,615,902,741

Less: Payment made during the year 2,253,548,736)

Total payable 362,354,005

Add: Unrealised (gain)/loss exchange 1,778,049

Closing balance 364,132,054

Query 9: An amount of Tk. 357,45,31,538 is shown as Collection from customers in the Audited Financial

Statements for the year ended June 30, 2018. You are required to submit detailed break up regarding the same

and also mention whether you have verified the same;


The detailed breakup of collection from customers which during our audit, we verified is as follows:

SL No. Buyers Name Amount in Taka

1 ARVIND 6,923,749

2 BEST-SELLER 183,103,421

3 H&M 1,819,891,985

4 MOTHERCARE 29,494,758

5 NEW LOOK 11,472,963

6 NEW YORKER 21,284,006

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7 NEXT 52,661,240

8 S.OLIVER 661,370,529

10 SPLASH/ROSE SOURCING 192,290,579

11 SPORTMASTER 356,167,724

12 WAL-MART 159,394,308

13 BETTY BARCLAY 17,753,727

14 ZARA 62,722,548

Total 3,574,531,538

Query 10: An amount of Tk. Tk. 284,76,62,591 is shown as payment to suppliers & employees in the Audited

Financial Statements for the year ended June 30, 2018. You are required to submit detailed break up regarding

the same and also mention whether you have verified the same or not;


We have verified the payment to supplier, employees and others with bank statements and others documents.

Detailed break up is as follows:

Particulars Amount in BDT.

Paid to suppliers through back to back LC 2,253,548,736 Paid to employees & others (Workers’ wages, factory cost, administrative expenses & Selling & distribution expenses)

594,113,855

Total Payments 2,847,662,591

Query 11: Month-wise gross sales & amount of VAT in the year of 2017 & 2018;


Aman Tex Limited is a 100% export oriented readymade garments industry. In accordance with section 3(2)(a) of the

VAT Act, 1991 export of any goods is exempted from VAT.

Month wise gross sales for the year ended 30 June 2017 and 2018 are as follows:

SL No. Name of the Month Value in BDT

2016-2017 2017-2018

1 July 243,905,929 285,322,081

2 August 247,939,831 246,519,350

3 September 107,814,804 199,206,637

4 October 346,266,444 308,207,196

5 November 238,031,288 329,274,432

6 December 297,107,063 323,120,113

7 January 403,843,246 272,381,930

8 February 380,294,676 228,915,475

9 March 299,893,505 357,018,542

10 April 372,623,146 367,738,430

11 May 324,078,731 314,082,234

12 June 268,414,892 332,803,238

Total 3,530,213,554 3,564,589,658

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Query 12: It is observed that the Company has made some re-arrangements/re-statements of its financial data.

Mention the years in which such re-arrangements/re-statements were made, basis and impact on NAV and EPS;


The Company has made some re-arrangements/re-statements of its financial data for financial year 2013-2014 and

2016-2017.

In 2013-2014 due to recognition of deferred tax adjustment of available for sales reserve and re-arrangement of

share money deposit, NAV per share increased from Tk. 4,930 to Tk. 7,427 and EPS decreased from Tk. 1,813.27 to

Tk. 1,776.09 considering 2,00,000 number of outstanding shares of TK. 100.00 each as on June 30, 2014.

In 2016-2017 due to re-arrangement of license & renewal expenses from factory overhead to administrative

expenses and restatement of sales for realized & unrealized gain transferred to other operating income, NAV per

share decreased from Tk. 920.78 to Tk. 919.92 and EPS decreased from Tk. 4.25 to Tk. 4.22 considering 8,03,70,000

number of outstanding shares of TK. 10.00 each as on June 30, 2017.

Query 13: Detailed of land development expenses;


The company is added Land development expenses during initial period of construction. Details of Land development

expenses are as follows:

Particular Amount in BDT

Sand Filling 119,064,600

Retaining work for filling sand 39,500,600

Chain Dozar Expenses 9,100,000

Compector Expenses 9,100,000

Electricity, water, pump & others Mchinaries Exp. 4,594,939

Labour cost 2,900,000

Total cost 184,260,139

Query 14: Detailed list of the machineries & equipment added during the year 30-06-2014 & 2016.


Detailed list of the machineries & equipment added during the year 30-06-2014 & 30-06-2016 has been disclosed in

a separate schedule attached to this additional disclosure. (Annexure – A)

Query 15: During calculation of EPS you have considered Share Money Deposit as the part of equity which is not

in line with IFRS. Explain.


The Company calculates Earning per Share (EPS) in accordance with BAS-33 "Earning per Share" which has been

shown on the face of the Statement of profit or loss and other Comprehensive Income. This represents earnings for

the year attributable to ordinary shareholders divided by weighted average number of ordinary shares outstanding

during the period. During calculation of EPS, Share money deposit has not been considered.

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Query 16: Compliance of Para 64 ofBAS-33 and Para 28 of BAS-7 are required;


As per Para 64 of BAS-33 ‘Earnings per Share’, if the number of ordinary or potential ordinary shares outstanding

increases as a result of a capitalization, bonus issue or share split, or decreases as a result of a reverse share split,

the calculation of basic and diluted earnings per share for all period presented shall be adjusted retrospectively. If

these changes occur after the reporting period but before the financial statements are authorized for issue, the per

share calculations for those and any prior period financial statements presented shall be based on the new number

of shares. The fact that per share calculations reflect such changes in the number of shares shall be disclosed. In

addition, basic and diluted earnings per share of all periods presented shall be adjusted for the effects of errors and

adjustments resulting from changes in accounting policies accounted for retrospectively. In compliance of the same,

the company has given retrospective effect which has been disclosed in the note - 33.00 to the Financial Statements

for the year ended June 30, 2018.

As per Para 28 of BAS-7 ‘Statement of Cash Flows’, unrealized gain or losses arising from changes in foreign currency

exchange rates are not cash flows. Unrealized gain or loss from accounts receivables and accounts payables are

shown under respective heads for reporting and reconciliation purpose. The payment of accounts payables (Back to

Back liability) through foreign currency are made from the amount received in foreign currency for export as sales.

Due to the nature of transaction of FC Held for BTB payment account, the company has not recognized any gains or

losses arising from the foreign currency. However, the Statement of Cash Flows has been prepared as per BAS-7 and

the unrealized exchange gain or losses has been reported under other income as a non-cash item.

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ADDITIONAL DISCLOSURE BY THE MANAGEMENT

1. Statement Regarding Cost Audit

This is to certify that, as per provision of the Companies Act 1994, Cost Audit by Professional Accountant is not applicable for “Aman Tex Limited”.

2. A Declaration Regarding Additional Fund Will Be Managed by Company's Own Fund

TO WHOM IT MAY CONCERN This is to certify that, the Board of Directors of Aman Tex Limited has decided to invest Tk. 39.48 Crore (approx.) only from company own fund for the expansion of its project in addition of the IPO fund. For Aman Tex Limited Md. Rafiqul Islam

Managing Director

3. A declaration by the Board of Directors, CFO and Company Secretary stating that the company has never been recognized as defaulter or rescheduled any of its borrowings with financial institution or bank

TO WHOM IT MAY CONCERN This is to certify that, Aman Tex Limited has never been recognized as defaulter or rescheduled any of its borrowings with financial institution or bank.


Chairman

Sd/- Md. Rafiqul Islam

Managing Director

Sd/- Md. Toufiqul Islam

Director

Sd/- Md. Toriqul Islam

Director

Sd/-

Md. Iftikhar-Uz-Zaman Independent Director

Sd/-

Md. Golam Sorwar Mozomder Chief Financial Officer

Sd/-

Shariful Islam Company Secretary

Sd/- Md. Golam Sorwar

Mozomder Chief Financial Officer

Aman Tex Limited

Sd/- Md. Rafiqul Islam Managing Director Aman Tex Limited

Sd/- Md. Sohel Rahman


(Additional Charge) ICB Capital Management Limited

Sd/- Hassan Zabed Chowdhury

Chief Executive Officer LankaBangla Investments Limited

Documents

AMAN TEX LIMITED - ICB Capital Management Ltd